PRIVATE EQUITY INVESTOR PLC FOR IMMEDIATE RELEASE
11 August 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED CASH OFFER
for
PRIVATE EQUITY INVESTOR PLC ('PEI')
by
KHP STRATEGIC 2 LP ('KHP')
Update to irrevocable undertakings
On 11 August 2016 KHP announced the recommended cash offer by KHP for the entire issued and to be issued share capital of PEI (the 'Firm IntentionAnnouncement').
Unless stated otherwise, defined terms used in this announcement have the meanings given in the Firm Intention Announcement.
The Firm Intention Announcement stated that KHP has received irrevocable undertakings (including from those PEI Directors who hold PEI Shares) to accept (or procure acceptance of) the Offer in respect of, in aggregate, 8,704,857 PEI Shares, representing approximately 72.87 per cent. of the issued ordinary share capital of PEI as at 10 August 2016 (being the latest practicable date before the date of the Firm Intention Announcement) and set out the details of those irrevocable undertakings in Appendix II to the Firm Intention Announcement.
Miton Asset Management Limited, acting in its capacity as asset manager for Miton Global Opportunities PLC and CF Miton Worldwide Opportunities Fund ('Miton'), has subsequently given an irrevocable undertaking in relation to its shareholding of 441,103 PEI shares representing 3.693 per cent. of the issued share capital of PEI to accept, or procure the acceptance of, the Offer, as soon as practicable after, and in any event no later than the date falling five Business Days after, the publication of the Offer Document.
As a result KHP has now received irrevocable undertakings (including from those PEI Directors who hold PEI Shares) to accept (or procure acceptance of) the Offer in respect of, in aggregate, 9,145,960 PEI Shares, representing approximately 76.564 per cent. of the issued ordinary share capital of PEI as at 11 August 2016.
The irrevocable undertaking given by Miton will cease to be binding if:
(a) the Offer Document is not posted by 5.00pm on 8 September 2016;
(b) the Offer once made is withdrawn or lapses; or
(c) prior to the 21st day after the posting of the Offer Document any third party announces a firm intention to make a general offer (which is not subject to any pre-conditions) to acquire the entire issued and to be issued share capital of PEI on terms which represent an improvement of not less than 15 per cent. on the value of the consideration of the Offer and KHP does not, within 5 Business Days of the announcement of such higher offer, revise the Offer such that the amount or value of cash consideration offered under the Offer equals or exceeds the amount or value of consideration offered under the alternative offer.
The irrevocable undertaking given by Miton will, subject to the provisions detailed at paragraph (c) above, prevent it from (i) selling, transferring, charging, encumbering or otherwise disposing of all or any of its PEI Shares or of any interest therein, (ii) soliciting, encouraging, accepting or agreeing to accept any competing offer, (iii) exercising any right of withdrawal of any acceptance of the Offer where such a right is otherwise exercisable under the Code, (iv) acquiring any PEI Shares or other securities in PEI or any interest therein, (v) convening any meeting of the PEI Shareholders or exercising voting rights in any manner which might frustrate the Offer, and (vi) entering into any agreement or incurring any obligation which relates to its PEI Shares, is in connection with any of the acts referred to in sub-paragraph (ii) above and would restrict or impede the acceptance of the Offer.
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 will be 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
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KHP 125 Mason Street | Tel: +1 203 340 2463 | ||||||||
Greenwich | |||||||||
CT 06830 USA Michael Bego | |||||||||
PEI | Tel: (0)7785 244 122 | ||||||||
1 Marylebone High Street | |||||||||
1st Floor London S1W 4LZ Peter Dicks |
Website Publication
A copy of this announcement and the irrevocable undertaking given by Miton will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on each of PEI's and KHP's websites at www.peiplc.com and www.khpstrategic2.com respectively, by no later than 12.00 noon (London time) on the Business Day following this announcement. Neither the contents of PEI's website, nor those of KHP's website, nor those of any other website accessible from hyperlinks on either PEI's or KHP's website, are incorporated into or form part of this announcement.
Overseas Shareholders
The release, publication or distribution of the Firm Intention Announcement and this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by KHP or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from any jurisdiction if to do so would constitute a violation of the laws of such jurisdiction and no person may accept the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of the Firm Intention Announcement and this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
U.S. Shareholders
It is important for U.S. holders of PEI Shares to be aware that the Offer, the Firm Intention Announcement and this announcement are subject to disclosure and takeover laws and regulations that are different from those in the United States.
The Offer will be 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 '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 and 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.
Pursuant to an exemption from Rule 14e-5 under the 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 from the time the Offer is announced 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 of 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 announcement 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 U.S. 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-U.S. jurisdictions and all of the officers and directors of PEI are residents of non-U.S. jurisdictions. U.S. holders of PEI Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to the judgement of a U.S. court.
The receipt of cash pursuant to the Offer by a U.S. holder of PEI Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each U.S. holder of PEI Shares 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 OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE FIRM INTENTION ANNOUNCEMENT OR THIS ANNOUNCEMENT OR DETERMINED WHETHER THE FIRM INTENTION ANNOUNCEMENT OR THIS ANNOUNCEMENT ARE 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.
http://www.rns-pdf.londonstockexchange.com/rns/9826G_-2016-8-11.pdf
Private Equity Investor plc published this content on 11 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 August 2016 17:02:05 UTC.
Original documenthttp://www.peiplc.com/ren_772999/
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