TIDMPEQ
RNS Number : 8833K
KHP Strategic 2 LP
27 September 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
KHP Strategic 2 LP
27 September 2016
For immediate release
RECOMMED CASH OFFER
for
PRIVATE EQUITY INVESTOR PLC ("PEI")
by
KHP STRATEGIC 2 LP ("KHP")
Offer unconditional in all respects, notice of delisting and
cancellation of trading
On 11 August 2016, KHP and PEI announced that they had reached
agreement on the terms of a recommended cash offer pursuant to
which KHP would acquire the entire issued and to be issued ordinary
share capital of PEI (the "Offer"). An offer document containing
the full terms and conditions of the Offer and the procedures for
its acceptance (the "Offer Document") was published and sent to PEI
Shareholders on 26 August 2016.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Offer Document.
Level of acceptances
As at 1.00 p.m. (London time) on 26 September 2016, KHP had
received valid acceptances of the Offer in respect of 11,375,961
PEI Shares, representing approximately 95.23 per cent. of the
existing issued share capital of PEI and of the voting rights
attaching to those shares.
This total includes acceptances received in respect of 9,146,210
PEI Shares, representing approximately 76.57 per cent. of the
existing issued share capital of PEI, which were subject to
irrevocable undertakings procured by KHP. KHP has no outstanding
irrevocable undertakings.
Please note that the update to irrevocable undertakings
announcement dated 11 August 2016 (the "Update Announcement") and
the Offer Document included, in each case, typographical errors
relating to the irrevocable undertakings given by Miton Asset
Management Limited, acting in its capacity as asset manager for
Miton Global Opportunities PLC and CF Miton Worldwide Opportunities
Fund ("Miton"). Miton was described in the Update Announcement as
having given an irrevocable undertaking in respect of 441,103 PEI
shares rather than the correct figure of 441,403 meaning that: (i)
the aggregate number of PEI shares subject to irrevocable
undertakings given by the PEI Shareholders set out in the Update
Announcement was expressed to be 9,145,960 rather than the correct
figure of 9,146,210 (please note that this figure also contained a
typographical error relating to the irrevocable undertaking given
by Peter Dicks clarified in the Offer Document) (ii) the aggregate
number of PEI Shares subject to irrevocable undertakings given by
the PEI Shareholders set out in the Offer Document was expressed to
be 9,145,910 rather than the correct figure of 9,146,210 PEI
Shares.
None of the acceptances of the Offer received have been from
persons acting in concert with KHP.
Accordingly, as at 1.00 p.m. (London time) on 26 September 2016,
KHP had received valid acceptances of the Offer in respect of
11,375,961 PEI Shares, representing approximately 95.23 per cent.
of the issued share capital of PEI, which KHP may count towards the
satisfaction of the acceptance condition (as defined in the Offer
Document) of the Offer.
The percentage holdings of PEI Shares referred to in this
announcement are based on there being a total of 11,945,519 PEI
Shares in issue on 26 September 2016.
Offer unconditional as to acceptances
In accordance with the level of acceptances set out above, the
Offer has become unconditional as to acceptances.
Offer unconditional in all respects
As all the conditions of the Offer have now been satisfied or
waived, KHP is delighted to declare the Offer unconditional in all
respects.
Consideration
Settlement of the consideration due under the Offer is expected
to be despatched on or before 10 October 2016 to those PEI
Shareholders who have validly accepted the Offer on or before 1.00
p.m. (London time) on 26 September 2016. Thereafter, consideration
will be despatched to PEI Shareholders who validly accept the Offer
within 14 days of receipt of an acceptance valid in all
respects.
Compulsory acquisition
As anticipated in the Offer Document, as KHP has now received
acceptances under the Offer in respect of, and/or otherwise
acquired, 90 per cent. or more by nominal value and 90 per cent. or
more of the voting rights attaching to the PEI Shares to which the
Offer relates, KHP intends to exercise its rights pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act 2006 to
compulsorily acquire, on the same terms as the Offer, the remaining
PEI Shares in respect of which the Offer has not been accepted.
Notices will be sent to non-accepting PEI Shareholders informing
them of the compulsory acquisition of their PEI Shares by KHP.
Delisting and cancellation of trading and re-registration
Notice is given that, as the Offer has now been declared
unconditional in all respects and KHP has, by virtue of acceptances
of the Offer, acquired PEI Shares carrying 75 per cent. or more of
the voting rights of PEI, KHP will now procure the making of an
application to the FCA to remove the listing of the PEI Shares from
the Official List and to the London Stock Exchange to cancel
trading in PEI Shares on the London Stock Exchange's market for
listed securities. In connection with the removal of PEI's listing
on the Official List and cancellation of admission to trading on
the London Stock Exchange's market for listed securities, KHP
intends that PEI will withdraw the PEI Shares from CREST.
Delisting and cancellation of trading will significantly reduce
the liquidity and marketability of any PEI Shares not acquired
under the Offer at that time.
It is anticipated that the removal of PEI's listing on the
Official List and cancellation of admission to trading on the
London Stock Exchange's market for listed securities will take
effect no earlier than 8 a.m. on 25 October 2016, being 20 Business
Days after the date of this announcement.
It is KHP's intention that, following such delisting and
cancellation of trading, PEI will be re-registered as a private
limited company under the relevant provisions of the Companies Act
2006.
Extension and further acceptance of the Offer
The Offer will remain open for acceptances until 1.00 p.m.
(London time) on 11 October 2016, when it will close.
PEI Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible.
To accept the Offer in respect of PEI Shares held in
certificated form (that is, not in CREST), PEI Shareholders should
complete the Form of Acceptance in accordance with the instructions
printed on it and return it (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 11 October 2016.
To accept the Offer in respect of PEI Shares held in
uncertificated form (that is, in CREST), PEI Shareholders must make
their 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 11 October 2016. PEI Shareholders who are CREST sponsored
members should refer to their CREST sponsor as only their CREST
sponsor will be able to send the necessary TTE Instruction(s) to
CREST.
Enquiries
KHP
Michael Bego Tel: +1 203 340 2463
Compass Partners Advisers (Financial Adviser to Kline Hill)
Jai Singh Tel: (0) 20 7245 7100
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.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Offer or otherwise. Any acceptance or
other response to the Offer should be made only on the basis of
information contained in the Offer Document, which contains the
full terms and conditions of the Offer, including how the Offer may
be accepted. PEI Shareholders are advised to read the formal
documentation in relation to the Offer carefully.
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 the Offer 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 the Offer 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 now the Offer has been
declared unconditional in all respects, KHP will accept all PEI
Shares that have 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.
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 the Offer 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 judgment 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 THE OFFER, PASSED COMMENT
UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THE
OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company must make an Opening Position Disclosure following the
commencement of the 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 or of a paper offeror
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% or more of any class of relevant securities of the
offeree company or of any paper offeror 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) 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 or a paper
offeror, 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, the offeror,
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, 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.
Cautionary note regarding forward-looking statements
The Offer Document contains certain forward-looking statements
with respect to the financial condition, results of operations and
business strategy and certain plans and objectives of PEI and/or
KHP.
These forward looking statements can be identified by the fact
that they do not relate only to historical or current facts.
Forward looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the PEI Board and the KHP Members in light of
their experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the
context of such forward-looking statements in the Offer Document
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in the Offer Document. PEI
and KHP assume no obligation to update or correct the information
contained in the Offer Document, whether as a result of new
information, future events or otherwise, except to the extent
legally required.
The statements contained in the Offer Document are made as at
the date of the Offer Document, unless some other time is specified
in relation to them, and service of the Offer Document shall not
give rise to any implication that there has been no change in the
facts set out in the Offer Document since such date. Nothing
contained in the Offer Document shall be deemed to be a forecast,
projection or estimate of the future financial performance of PEI
or KHP, except where expressly stated.
Publication on website
A copy of this announcement will be made available, 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 on the
Business Day following the publication of this announcement. For
the avoidance of doubt, the contents of those websites are not
incorporated by reference into, and do not form part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPLRMBTMBITMJF
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