5 June 2024
PETERSHILL PARTNERS
PLC
Results of Tender Offer
Petershill Partners
plc ("Petershill
Partners" or the "Company") today announces the results
of the Tender Offer, full details of which were set out in a
shareholder circular published by the Company on 23 April 2024 (the
"Circular"). The
Tender Offer closed at 1.00 p.m. on 31 May 2024 and, as of today,
the Tender Offer is unconditional.
97,302,888 Ordinary Shares were validly tendered in the Tender Offer and,
following application of the scaling-down mechanism (as set out in
paragraphs 2.13 to 2.15 of Part IV of the Circular), 37,870,952
Ordinary Shares will be purchased at a price per Ordinary Share of
£2.14, for a total cost of £81,043,837. This represents
approximately 3.38 per cent. of the Company's issued ordinary share
capital ("Issued Ordinary Share
Capital"). The number of Ordinary Shares purchased from
Shareholders who tendered more than the number of Ordinary Shares
in their Guaranteed Entitlement ("Basic Entitlement") will be equal to
their Basic Entitlement plus approximately 21.53 per cent. of the
Ordinary Shares they tendered in excess of their Basic
Entitlement.
It is anticipated that the proceeds
payable to Qualifying Shareholders for certificated Ordinary Shares
purchased under the Tender Offer will be dispatched by no later
than 14 June 2024 in the form of a cheque and that the proceeds
payable to Qualifying Shareholders for uncertificated Ordinary
Shares purchased under the Tender Offer will be credited to their
CREST accounts on 7 June 2024.
As set out in the Circular, the
Ordinary Shares will be purchased by BofA Securities pursuant to
the Tender Offer and the Company will purchase such
(or an equivalent number of) Ordinary Shares from BofA Securities. Following such
purchase, the Company intends to cancel such Ordinary Shares,
reducing its Issued Ordinary Share Capital from 1,119,579,119
Ordinary Shares to 1,081,708,167 Ordinary Shares. Accordingly,
following such cancellation, which is expected to take place on 7
June 2024, the total number of Shares in the Company, each with
equal voting rights, will be 1,081,708,167.
This total voting rights figure can
be used by shareholders as the denominator for the calculations by
which they will determine whether they are required to notify their
interest, or a change to their interest, in the Company under the
FCA's Disclosure Guidance and Transparency Rules.
Capitalised terms used in this announcement have the meanings
given to them in the announcement of the Company dated 23 April
2024 in respect of the Tender Offer.
Investor Relations
Gurjit Kambo
+44 (0) 207 051 2564
PHP-Investor-Relations@gs.com
Media Relations
Brunswick Group
Simone Selzer
+44 (0) 207 404 5959
phll@brunswickgroup.com
Advisers
Joint Financial
Advisers
BofA Securities
Duncan Stewart / Tom Brown / Michael
Perry
+44 20 7628 1000
Goldman Sachs
Richard Cormack / Tom Hartley /
Jamie Macdonald / Hannah Mackey
+44 (0) 20 7774 1000
J.P. Morgan Cazenove
Ed Squire / William
Simmonds / Rupert Budge / Harshit
Kandpal
+44 203 493 8000
Legal
Adviser
Freshfields Bruckhaus Deringer
LLP
Upcoming events
·
Q2 2024 AUM Update on Friday 26 July
2024
About Petershill Partners
plc
Petershill Partners plc is a
diversified, publicly listed, global alternatives investment group
focused on private equity and other private capital
strategies. Through its economic interests in more than 20
Partner-firms Petershill Partners plc provides investors with
exposure to the growth and profitability of the alternative asset
management industry.
Petershill Partners plc aims to
deliver diversified, highly visible, risk-adjusted returns from
private markets to public market investors. Petershill
Partners plc invests into Partner-firms whose funds generate
earnings, primarily in the form of fees. Petershill Partners
plc participates in the fee income from more than 200 underlying
funds that are diversified across multiple factors such as asset
class, investment strategy, and investment lifecycle.
Further information regarding
Petershill Partners plc is available on Petershill Partners plc's
website at https://www.petershillpartners.com.
ISIN: GB00BL9ZF303
LEI: 213800HTCF8A7XM22A32
IMPORTANT NOTICE
This announcement does not
constitute or form part of an offer or invitation, or a
solicitation of any offer or invitation, to purchase any Ordinary
Shares or other securities.
The full terms and conditions of the
Tender Offer are set out in the Circular.
Goldman Sachs International
("Goldman
Sachs") is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated in the
United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority. Goldman Sachs is acting
exclusively for Petershill Partners and for no-one else in
connection with the Tender Offer or any other matters referred to
in this announcement and will not be responsible to any person
other than Petershill Partners for providing the protections
afforded to clients of Goldman Sachs or for providing advice in
relation to the matters described in this announcement. Goldman
Sachs is acting solely as financial adviser to the Company and will
not be undertaking any purchase of Ordinary Shares on behalf of the
Company under the Tender Offer.
Goldman Sachs Group, Inc. is the
holding company of a corporate group (the "Goldman Sachs Group") that includes
Goldman Sachs Asset Management Fund Services Limited, which acts as
Petershill Partners' operator and investment manager, and Goldman
Sachs, which is acting as a financial adviser to Petershill
Partners in relation to the Tender Offer. The Goldman Sachs
Group and its affiliates are engaged in various activities and
businesses, including but not limited to, securities, commodities
and derivatives trading, foreign exchange and other brokerage
activities, research publication and principal investments, as well
as provision of investment, corporate and private banking, asset
and investment management, financing and financial advisory
services and other commercial services and products to a wide range
of corporations, funds, governments and individuals from whom
conflicting interests or duties, or a perception thereof, may
arise. Accordingly, members of the Goldman Sachs Group may
conduct businesses or activities (whether acting in their own
interests or in the interests of other clients) which may affect
Petershill Partners and its corporate group.
J.P. Morgan Securities plc (which
conducts its UK investment banking business as J.P. Morgan
Cazenove) ("J.P. Morgan Cazenove") is authorised in
the United Kingdom by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority
and the Prudential Regulation Authority. J.P. Morgan Cazenove is
acting exclusively for Petershill Partners and for no-one else in
connection with the Tender Offer or any other matters referred to
in this announcement and will not be responsible to any person
other than Petershill Partners for providing the protections
afforded to clients of J.P. Morgan Cazenove or for providing advice
in relation to the matters described in this announcement. J.P.
Morgan Cazenove is acting solely as financial adviser to the
Company and will not be undertaking any purchase of Ordinary Shares
on behalf of the Company under the Tender Offer.
BofA Securities is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority. BofA Securities is acting exclusively for
Petershill Partners and for no-one else in connection with the
Tender Offer or any other matters referred to in this announcement
and will not be responsible to any person other
than Petershill Partners for providing the protections afforded to
clients of BofA Securities or for providing
advice in relation to the matters described in this
announcement.
Apart from the responsibilities and
liabilities, if any, which may be imposed on BofA Securities,
Goldman Sachs and J.P. Morgan Cazenove (the "Financial Advisers") under FSMA or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where the exclusion of liability under
the relevant regulatory regime would be illegal, void or
unenforceable (i) none of the Financial Advisers or any persons
associated or affiliated with any of them accepts any
responsibility whatsoever or makes any warranty or representation,
express or implied, in relation to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by, or on
behalf of it, Petershill Partners or the Directors, in connection
with Petershill Partners and/or the Tender Offer, and (ii) each of
the Financial Advisers and each of their respective affiliates
accordingly disclaims, to the fullest extent permitted by law, all
and any liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise be
found to have in respect of this announcement or any such
statement. No representation or warranty, express or implied,
is made by any of the Financial Advisers or any of their respective
affiliates as to the accuracy, completeness, verification or
sufficiency of the information set out in this announcement, and
nothing in this announcement will be relied upon as a promise or
representation in this respect, whether or not as to the past or
future.
Each of the Financial Advisers and
their respective affiliates may have engaged in transactions with,
and provided various commercial banking, investment banking,
financial advisory transactions and services in the ordinary course
of their business with Petershill Partners and its affiliates for
which they would have received customary fees and
commissions. Each of the Financial Advisers and their
respective affiliates may provide such services to Petershill
Partners and its affiliates in the future. In the ordinary
course of their various business activities, the Financial Advisers
and their respective affiliates may hold a broad array of
investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (which may
include bank loans and/or credit default swaps) in Petershill
Partners and its respective affiliates for their own account and
for the accounts of their customers and may at any time hold long
and short positions in such securities and instruments.
Cautionary statement regarding
forward-looking statements
This announcement includes
statements that are, or may be deemed to be, forward-looking
statements. These forward-looking statements involve known
and unknown risks and uncertainties, many of which are beyond our
control and all of which are based on the Directors' current
beliefs and expectations about future events. Forward-looking
statements are sometimes identified by the use of forward-looking
terminology such as "believe", "expect", "may", "will", "would",
"could", "should", "shall", "risk", "intend", "estimate", "aim",
"plan", "predict", "continue", "assume", "positioned",
"anticipate", "hope" or "target" or the negative thereof, other
variations thereon or comparable terminology. These
forward‑looking statements include all matters that are not
historical facts. They appear in a number of places
throughout this announcement and include statements regarding our
intentions, beliefs or current expectations concerning, among other
things, the future results of operations, financial condition,
liquidity, prospects, growth, strategies, our dividend policy, and
the industry in which we operate.
These forward-looking statements and
other statements contained in this announcement regarding matters
that are not historical facts involve predictions and by their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. No
assurance can be given that such future results will be achieved;
actual events or results may differ materially as a result of risks
and uncertainties we face. Such risks and uncertainties could
cause actual results to vary materially from the future results
indicated, expressed, or implied in such forward-looking
statements.
Such forward-looking statements
contained in this announcement speak only as of the date of this
announcement, and such forward-looking statements based on past
trends or activities should not be taken as a representation that
such trends or activities will continue in the future. The
Company, the Directors and the Financial Advisers and their
respective affiliates expressly disclaim any obligation or
undertaking to update these forward-looking statements contained in
the document to reflect any change in their expectations or any
change in events, conditions, or circumstances on which such
statements are based unless required to do so by applicable law,
the Prospectus Regulation Rules, the Listing Rules or the
Disclosure Guidance and Transparency Rules of the FCA or the
assimilated Regulation (EU) 596/2014 as it forms part of the law of
the UK by virtue of the European Union (Withdrawal) Act 2018, as
amended from time to time.
No statement in this announcement or
incorporated by reference into this announcement is intended to
constitute a profit forecast or profit estimate for any period, nor
should any statement be interpreted to mean that earnings or
earnings per share will necessarily be greater or less than those
for the preceding financial periods of the Company.