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 +44 (0)371 664 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. 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: (0)20 7245
(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 +44 (0) 20 7638 0129.
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
END
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