Launch of Tender Offer and Publication of circular

HarbourVest Global Priv. Equity Ltd

22 October 2026

 

 

22 October 2026

HARBOURVEST GLOBAL PRIVATE EQUITY LTD

Launch of Tender Offer and Publication of circular

The Board of HarbourVest Global Private Equity Limited ("HVPE" or the "Company"), a FTSE 250 Index investment company managed by HarbourVest Partners with global exposure to private companies, has today published a circular (the "Circular") in connection with its proposed tender offer, the timing of which was updated by the Company in an announcement on 16 September 2026.

Introduction and background

In April 2026, the Board announced a package of initiatives designed to enhance returns to Shareholders and seek to narrow the discount to Net Asset Value at which the Company's Shares trade. This included a commitment to return at least US$500 million to Shareholders during 2026, of which US$400 million would be returned through a Tender Offer in the autumn of 2026, conditional on Shareholders voting for the continuation of the Company at its inaugural continuation vote. This vote took place at the Annual General Meeting in July 2026, and was passed with over 98 per cent. of votes in favour of continuation, representing overwhelming support from voting Shareholders. A further continuation vote will be held no later than July 2029.

The Board regards the Tender Offer as the delivery of a commitment made to Shareholders, and unanimously recommends that Shareholders vote in favour of the Resolutions.

Background to and Reasons for the Tender Offer

The Company exists to create value for Shareholders by providing access to a diversified global portfolio of high-quality private equity investments, which is managed by the Investment Manager, an affiliate of HarbourVest Partners, LLC, an independent global private markets asset manager with over 44 years' experience and over US$160 billion of assets under management. A member of the FTSE 250 Index, the Company is the largest private equity fund of funds investment company listed on the London Stock Exchange. The Company's investment objective is to generate superior shareholder returns through long-term capital appreciation by investing primarily in a diversified portfolio of private markets investments, across primary funds, secondary investments and direct co-investments, which target mature, high-growth private companies. The Board believes that the Company's investment strategy continues to offer compelling long-term value creation potential for Shareholders.

The Board continually assesses a wide range of strategic options to enhance Shareholder value, and has sought to address the persistent and wide discount to Net Asset Value at which the Shares trade through a series of initiatives over a multi-year period. Prior to the current calendar year, these had included the introduction of the Distribution Pool in February 2024, the doubling of the Distribution Pool allocation to 30 per cent. of gross realisations in January 2025; the introduction of the Separately Managed Account structure in August 2025; and the announcement of a secondary asset sale in December 2025 generating estimated net proceeds of US$300 million. The Company also announced in January 2025 that its inaugural continuation vote would be taking place at the Company's Annual General Meeting in 2026, the first company in the private equity subsector to offer this.

In the financial year to 31 January 2026, Net Asset Value grew to US$4.3 billion (from US$4.0 billion as of 31 January 2025), NAV per Share increased by 9.7 per cent. and the Shares delivered a Sterling total return of 13.6 per cent. The prevailing share price discount to Net Asset Value narrowed from 35 per cent. as of 31 January 2025 to 26 per cent. as of 31 January 2026.

However, the Board remains committed to assessing continually a wide range of strategic options to enhance Shareholder value, and in light of this, in April 2026 announced a new package of initiatives aimed at further enhancing returns to Shareholders and addressing the discount to Net Asset Value at which the Shares trade, including the Tender Offer. The scale of the Tender Offer is unprecedented in the subsector and reflects the Board's confidence in the Company's ability to generate liquidity. These initiatives reflect the Board's ongoing engagement with delivering a closer correlation between the Company's Net Asset Value and Share price, as well as its commitment to the Company's investment proposition, centred around providing a sector-leading private markets programme available to a wide range of investors.

Benefits of the Tender Offer

The Board believes that the Tender Offer will have the following benefits for Shareholders:

·	The Tender Offer will provide Eligible Shareholders with an opportunity to realise, in aggregate, up to US$400 million worth of Shares in the Company at a price per share equal to the Net Asset Value per Share as at 30 September 2026 converted into Sterling by reference to the prevailing Sterling:US Dollar exchange rate as at the Calculation Date as determined by the Company, less a 10 per cent. discount to such amount and less the Tender Costs on a per Share basis. The Tender Price, which for illustrative purposes would have been £40.6822 per Share had it been calculated at the latest practicable date prior to publication of this document, therefore represents a significant premium to the prevailing Share price, which was £32.20 per Share as at 20 October 2026.
·	The Tender Offer is expected to be accretive to Net Asset Value per Share, benefiting all remaining Shareholders, who will also stand to hold a larger proportionate interest in the Company's portfolio, to the extent that they tender less than their Basic Entitlement or do not tender any Shares.
·	Continuing Shareholders will continue to benefit from the Company's diversified global portfolio of private equity investments, managed by the Investment Manager, which the Board believes is well positioned to deliver long-term value.
·	Continuing Shareholders will also be able to benefit from the Company's ongoing initiatives to enhance Shareholder value, which includes the intention from the Board to distribute approximately 5-10 per cent. of Net Asset Value annually until the next continuation vote of the Company via a combination of periodic tender offers and share buybacks.

Costs and Expenses Associated with the Tender Offer

The Tender Costs are estimated to amount to approximately £560,000 on the basis the Tender Offer is fully subscribed. Such costs include but are not limited to Joint Broker fees; Receiving Agent fees and fees of the Company's legal counsel, in respect of the Tender Offer. All Tender Costs will be borne by Shareholders participating in the Tender Offer by way of an adjustment in determining the Tender Price. 

The Tender Price

The Tender Price shall be equal to the Net Asset Value per Share as at 30 September 2026 converted into Sterling by reference to the prevailing Sterling:US Dollar exchange rate as at the Calculation Date as determined by the Company, less a 10 per cent. discount to such amount and less the Tender Costs on a per Share basis. For illustrative purposes only and on the assumption that the Tender Offer is fully subscribed, had the Calculation Date been close of business on 20 October 2026, the latest practicable date prior to the publication of this document, the Tender Price would have been £40.6822. 

Extraordinary General Meeting

The Proposals are subject to Shareholder approval. The EGM Notice convening the Extraordinary General Meeting, to be held at 1 p.m. on 16 November 2026 at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey GY1 1WA, is set out in the Circular.

In order to become effective, each of Resolution 1 and Resolution 2, which are being tabled at the Extraordinary General Meeting as a Special Resolution, must be approved by a majority of not less than seventy-five per cent. of the votes cast by Shareholders present in person or by proxy at the Extraordinary General Meeting.

Further details of the Tender Offer, including eligibility requirements and instructions on how to tender Shares, are contained in the Circular.

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available on the Company's website: www.hvpe.com.

Terms used and not defined in this announcement have the meanings given to them in the Circular.

Expected Timetable

Extraordinary General Meeting

Latest time and date for receipt of proxy appointments for the Extraordinary General Meeting	1 p.m. on 12 November 2026
Extraordinary General Meeting	1 p.m. on 16 November 2026
Announcement of results of the Extraordinary General Meeting	16 November 2026

Tender Offer

Commencement of the Tender Offer	22 October 2026
Latest time and date for receipt of Tender Forms and TTE Instructions	1 p.m. on 19 November 2026
Closing Date for the Tender Offer	1 p.m. on 19 November 2026
Record Date for Tender Offer	Close of business on 19 November 2026
Announcement of results of Tender Offer	20 November 2026
Calculation Date	Close of business on 20 November 2026
Announcement of Tender Price and Announced Percentage	23 November 2026
Purchase date of the tendered Shares	25 November 2026
CREST accounts credited with Tender Consideration	2 December 2026
Despatch of cheques in respect of Tender Consideration	Week commencing 2 December 2026
Despatch of balancing Share certificates and TFE Instruction messages in respect of any unpurchased Eligible Shares	2 December 2026

All times are UK times. The times and dates set out in the expected timetable (other than in relation to the Extraordinary General Meeting) may be adjusted by the Company in consultation with Peel Hunt and Winterflood, in which event details of the new times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

LEI: 213800NBWV6WWV8TOL46

Enquiries:

Shareholders:
Richard Hickman	Tel: [phone]	[e-mail]
Stephanie Hocking	Tel: [phone]	[e-mail]
Peel Hunt
Luke Simpson / Huw Jeremy	Tel: [phone]
Marex Financial
Neil Morgan / Haris Khawaja	Tel: [phone]
Camarco
Billy Clegg	Tel: [phone]	[e-mail]
Jennifer Renwick	Tel: [phone]
Amrith Uppuluri	Tel: [phone]
Media:
HarbourVest Partners	[e-mail]

About HarbourVest Global Private Equity Limited

HarbourVest Global Private Equity Limited ("HVPE" or the "Company") is a Guernsey-incorporated, closed-end investment company which is listed on the Main Market of the London Stock Exchange and is a constituent of the FTSE 250 index. HVPE is designed to offer shareholders long-term capital appreciation by investing in a private equity portfolio diversified by geography, stage of investment, vintage year, and industry. The Company invests in and alongside HarbourVest-managed funds which focus on primary fund commitments, secondary investments and direct co-investments in operating companies. HVPE's investment manager is HarbourVest Advisers L.P. (the "Investment Manager"), an affiliate of HarbourVest Partners, LLC, an independent, global private markets asset manager with over 44 years of experience.

About HarbourVest Partners, LLC

HarbourVest is an independent, global private markets firm with over 44 years of experience and $165 billion of assets under management as of March 31, 2026. Our interwoven platform provides clients access to global primary funds, secondary transactions, direct co-investments, real assets and infrastructure, and private credit. Our strengths extend across strategies, enabled by our team of more than 1,200 employees, including more than 230 investment professionals across Asia Pacific, Europe, the Middle East, and the Americas. We partner strategically and plan our offerings innovatively to provide our clients with access, insight, and global opportunities.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any Shares.  In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States or to US Persons (as defined in Regulation S under the US Securities Act of 1933, as amended ("US Persons")).  Neither this announcement nor any copy of it may be taken, released, published or distributed, directly or indirectly to US Persons or in or into the United States (including its territories and possessions), Canada, Australia, South Africa or Japan, or any jurisdiction where such action would be unlawful. Accordingly, recipients represent that they are able to receive this announcement without contravention of any applicable legal or regulatory restrictions in the jurisdiction in which they reside or conduct business. No recipient may distribute, or make available, this announcement (directly or indirectly) to any other person. Recipients of this announcement should inform themselves about and observe any applicable legal requirements in their jurisdictions.

The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within the United States or to US Persons.  In addition, the Company is not registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and shareholders of the Company will not have the protections of that act.  There will be no public offer of the Shares in the United States or to US Persons.

This announcement has been prepared by the Company. No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this announcement is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the Company, the Investment Manager or any of their respective directors, officers, employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions contained herein or for any errors, omissions or misstatements. None of the Investment Manager nor any of their respective Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to the Company or as to the truth, accuracy or completeness of this announcement, or any other written or oral statement provided. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any projections, targets, estimates or forecasts contained in this announcement and nothing in this announcement is or should be relied on as a promise or representation as to the future.

Other than as required by applicable laws, the Company gives no undertaking to update this announcement or any additional information, or to correct any inaccuracies in it which may become apparent and the distribution of this announcement. The information contained in this announcement is given at the date of its publication and is subject to updating, revision and amendment. The contents of this announcement have not been approved by any competent regulatory or supervisory authority.

This announcement includes statements that are, or may be deemed to be, "forward looking statements".  These forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "projects", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or "continue" or, in each case, their negative or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts and include statements regarding the intentions, beliefs or current expectations of the Company.  By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Forward looking statements are not guarantees of future performance. More detailed information on the potential factors which could affect the financial results of the Company is contained in the Company's public filings and reports.

All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results.

This announcement is issued by the Company, whose registered address is BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA

 

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