TIDMPEQ
RNS Number : 9826G
KHP Strategic 2 LP
11 August 2016
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
RECOMMED 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 Intention Announcement").
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(b) the Offer once made is withdrawn or lapses; or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
Compass Partners Advisers Tel:(0) 20
(Financial Adviser to Kline 7245 7100
Hill)
1 Grosvenor Place
7th Floor
London
SW1X 7JH
Jai Singh
J.P. Morgan Cazenove Tel:(0) 20
(Financial Adviser to PEI) 7742 4000
25 Bank Street
London
E14 5JP
William Simmonds
EPL Advisory Tel: (0) 7748
(Rule 3 Adviser to PEI) 776 433
11A Elm Park Lane
London
SW3 6DD
David Anderson
KHP Tel: +1 203
125 Mason Street 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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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