TIDMPEQ
RNS Number : 9980K
Private Equity Investor PLC
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
Private Equity Investor plc
27 September 2016
For immediate release
PRIVATE EQUITY INVESTOR PLC ("PEI")
Notice of cancellation of listing
Further to the announcement made by KHP Strategic 2 LP ("KHP")
on 27 September 2016 that its offer for the entire issued and to be
issued ordinary share capital of PEI (the "Offer") has been
declared unconditional in all respects, PEI has, at the request of
KHP, made an application to the Financial Conduct Authority 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, PEI will withdraw the PEI Shares from
CREST.
It is expected 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.
Delisting and cancellation of trading will significantly reduce
the liquidity and marketability of any PEI Shares not acquired
under the Offer at that time.
Capitalised terms used but not defined in this announcement have
the meanings set out in an offer document containing the full terms
and conditions of the Offer and the procedures for its acceptance
(the "Offer Document") which was published and sent to PEI
Shareholders on 26 August 2016.
Enquiries
PEI
Peter Dicks Tel: (0)20 7224 5359
J.P. Morgan Cazenove (Financial Adviser to PEI)
William Simmonds Tel: (0)20 7742 4000
EPL Advisory (Rule 3 Adviser to PEI)
David Anderson Tel: (0)7748 776 433
Important notices relating to financial advisers
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.
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 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 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
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