KHP Strategic 2 LP Offer for Private Equity Investor plc (2933I)

TIDMPEQ

RNS Number : 2933I

KHP Strategic 2 LP

26 August 2016

FOR IMMEDIATE RELEASE

26 August 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

RECOMMED CASH OFFER

for

PRIVATE EQUITY INVESTOR PLC ("PEI")

by

KHP STRATEGIC 2 LP ("KHP")

Publication of Offer Document

On 11 August 2016, KHP and PEI announced that they had reached agreement on the terms of a recommended cash offer to be made by KHP for the entire issued and to be issued ordinary share capital of PEI (the "Offer").

Accordingly, KHP announces that the offer document (the "Offer Document") containing the full terms and conditions of the Offer and the procedures for its acceptance (together with the related form of acceptance (the "Form of Acceptance")) is being published and posted to PEI Shareholders today. Unless otherwise stated, defined terms used in this announcement have the meanings as given to them in the Offer Document.

As previously announced, the Offer, which is subject to the conditions and further terms set out in the Offer Document and the Form of Acceptance, is being made on the following basis:

167.00 pence in cash for each PEI share

The Offer values the entire issued and to be issued share capital of PEI at approximately GBP19,949,017 and represents:

-- a premium of approximately 10.6 per cent. to the Closing Price per PEI Share of 151.00 pence on 10 August 2016 (being the last Business Day prior to the start of the Offer Period); and

-- a discount of approximately 20.9 per cent. to the 31 March 2016 reported audited net asset value per PEI Share of 211.2 pence and a discount of approximately 25.1 per cent. to the reported unaudited net asset value per PEI Share of 222.93 pence as at 31 July 2016 (being the last reported net asset value per PEI Share prior to the start of the Offer Period).

The Offer is extended to all issued PEI Shares and any further PEI Shares which are unconditionally allotted or issued and fully paid before the Offer closes (including pursuant to the exercise of outstanding options over PEI Shares (if any)).

Action to be taken to accept the Offer

If you wish to accept the offer you should submit your acceptance as soon as possible and in any event no later than 1.00 p.m. (London time) on 26 September 2016. You are advised to read the whole of the offer document carefully.

If you hold PEI Shares in certificated form:

If you hold your PEI Shares in certificated form (that is, NOT in CREST), to accept the Offer the Form of Acceptance should be completed in accordance with the instructions printed thereon and returned together with valid share certificates in respect of those PEI Shares in certificated form, by post or (during normal business hours only) by hand or using the enclosed reply-paid envelope (for use in the UK only) to the Receiving Agent, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to be received by the Receiving Agent by no later than 1.00 p.m. (London time) on 26 September 2016.

If you hold PEI Shares in uncertificated form:

If you hold your PEI Shares in uncertificated form (that is, in CREST), to accept the Offer you must make your acceptance electronically in CREST in accordance with the procedure set out in paragraph 12 of the letter in Part II of the Offer Document, so that the TTE instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 26 September 2016. If you hold your PEI Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to CREST.

Further details on the procedures for acceptance are set out in the Offer Document and the Form of Acceptance.

If you require assistance on the completion of the Form of Acceptance or as to how to accept the Offer, please contact Capita Registrars Limited, trading as Capita Asset Services (the "Receiving Agent") on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Please note that, for legal reasons, the Receiving Agent will only be able to provide you with information contained in the Offer Document and is unable to give advice on the merits of the Offer or provide any financial, legal or tax advice on the contents of the Offer Document.

Publication on website

The Offer Document will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the following websites from no later than 12 noon (London time) on 30 August 2016 and during the course of the Offer: www.peiplc.com and www.khpstrategic2.com.

The contents of these websites are not incorporated into and do not form part of the Offer.

Right to receive copies in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) to receive such documents in hard copy form free of charge. Such person may request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form.

A hard copy form may be requested by way of either written request to the Receiving Agent, Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or by telephone on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. A hard copy form of any information sent in electronic form or published on KHP's website will be provided within two Business Days of a request, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions.

Further information

This announcement does not constitute, or form part of, an offer to buy or invitation to sell or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation. The Offer is being made solely through the Offer Document and, in the case of certificated PEI Shares, the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document and, in the case of certificated PEI Shares, the Form of Acceptance. PEI Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This announcement has been made by KHP.

Enquiries

 
 Compass Partners Advisers            Tel: [phone] 
   (Financial Adviser to Kline Hill)    7100 
  1 Grosvenor Place 
  7th Floor 
   London 
   SW1X 7JH 
   Jai Singh 
 J.P. Morgan Cazenove (Financial   Tel: (0)20 
   Adviser to PEI)                   7742 4000 
  25 Bank Street 
  London 
  E14 5JP 
   William Simmonds 
   EPL Advisory 
   (Rule 3 Adviser to PEI)           Tel: (0)7748 
   11A Elm Park Lane                 776 433 
   London 
   SW3 6DD 
   David Anderson 
 

Important notices relating to financial advisers

Compass Advisers Limited, trading as Compass Partners Advisers Limited ("Compass Partners Advisers"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Kline Hill in relation to the Offer and no-one else and will not be responsible to anyone other than KHP for providing the protections afforded to clients of Compass Partners Advisers or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to in this announcement. Compass Partners Advisers does not accept any responsibility whatsoever to any person other than Kline Hill for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. Compass Partners Advisers accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

J.P. Morgan Limited, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("JP Morgan Cazenove") and which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to PEI in relation to the Offer and for no-one else and will not be responsible to anyone other than PEI for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to in this announcement. J.P Morgan Cazenove does not accept any responsibility whatsoever to any person other than PEI for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. J.P Morgan Cazenove accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

EPL Advisory LLP ("EPL Advisory"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to PEI in relation to the Offer and no-one else and will not be responsible to anyone other than PEI for providing the protections offered to clients of EPL Advisory or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to herein. EPL Advisory does not accept any responsibility whatsoever to any person other than PEI for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. EPL Advisory accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

Dealing disclosure and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company must make an Opening Position Disclosure following the commencement of the relevant offer period. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company. An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period. Relevant persons who deal in the relevant securities of the offeree company prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and, if relevant, the offeror and Dealing Disclosures must also be made by the offeree company and, if relevant, KHP and, if relevant, by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details can be found in the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue and when the Offer Period commenced. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Overseas Shareholders

The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, and nor is it capable of acceptance in or from any jurisdiction if to do so would constitute a violation of the laws of such jurisdiction. Accordingly, neither this document nor the accompanying Form of Acceptance is being nor may be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any such jurisdictions. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions as failure to do so may invalidate any purported acceptance of the Offer.

The availability of the Offer to PEI Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. PEI Shareholders who are not so resident should inform themselves of, and observe, any applicable legal or regulatory requirements in their jurisdiction.

Further information for Overseas Shareholders is set out in paragraph 5 of Part B of Appendix I to the Offer Document. Any person (including, without limitation, any nominee, trustee or custodian) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this document to any jurisdiction outside the United Kingdom should read that paragraph before taking any action.

The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should obtain advice and observe any applicable requirements.

U.S. Shareholders

It is important for US holders of PEI Shares to be aware that the Offer is subject to disclosure and takeover laws and regulations that are different from those in the United States.

The Offer is being made for securities of a United Kingdom company and holders of PEI Shares in the United States should be aware that the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. PEI's financial statements, and all financial information that is included in or incorporated by reference into the Offer Document, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the United States Securities Exchange Act of 1934, as amended (the "US Exchange Act") as a "Tier II" tender offer, and otherwise in accordance with the requirements of the tender offer rules and securities laws applicable to companies incorporated in England and Wales whose shares are traded on the main market of the London Stock Exchange, namely in accordance with the requirements of the Code, and otherwise in accordance with the Listing Rules. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable to tender offers made in accordance with United States procedures and law.

US investors should closely read paragraph 11 of Part II as well as Part B of Appendix I of the Offer Document, for further details. In particular, US investors should note that once the Offer is declared unconditional in all respects, KHP will accept all PEI Shares that have by that time been validly tendered in acceptance of the Offer and will, in accordance with the Code, settle the relevant consideration for all such accepted PEI Shares within 14 calendar days of such date, rather than the three trading days that US investors may be accustomed to in US domestic tender offers. Similarly, if the Offer lapses or is terminated, all documents of title will be returned to shareholders within 14 calendar days of such lapse or termination.

Pursuant to an exemption from Rule 14e-5 under the US Exchange Act, in accordance with the Code and normal UK market practice, KHP and certain of its representatives may, from time to time, purchase or make arrangement to purchase PEI Shares outside the Offer until the expiration of the acceptance period of the Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case outside the United States and to the extent permitted under applicable United Kingdom laws and regulations, the Code, the Listing Rules and the applicable rules of the London Stock Exchange. Any such purchases will not be made at prices higher than the price of the Offer provided in this document unless the price of the Offer is increased accordingly. Any future purchases will be made in accordance with applicable laws, rules and regulations. Any such purchases will be disclosed through a Regulatory Information Service to the extent required by the Code and the UK Listing Authority's Disclosure and Transparency Rules (as applicable) and, if so disclosed, will also be disclosed in

the United States and will be available on the London Stock Exchange website at www.londonstockexchange.com.

It may be difficult for US holders of PEI Shares to enforce their rights or to bring a claim arising out of the United States federal securities laws because KHP and PEI are located in non-US jurisdictions and all of the officers and directors of PEI are residents of non-US jurisdictions. US holders of PEI Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the judgement of a US court.

The receipt of cash pursuant to the Offer by a US holder of PEI Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of PEI is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY UNITED STATES STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THIS OFFER, PASSED COMMENT UPON THE FAIRNESS OR MERITS OF THIS OFFER OR DETERMINED WHETHER THIS OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

Contents of this announcement

If you are in any doubt about the contents of this announcement or the action that you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

End

This information is provided by RNS

The company news service from the London Stock Exchange

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August 26, 2016 10:45 ET (14:45 GMT)