Statement re EXTRAORDINARY GENERAL MEETING AND ...
24 July 2015
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS IN SUCH JURISDICTION.
HARBOURVEST GLOBAL PRIVATE EQUITY LIMITED - EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS
HarbourVest Global Private Equity Limited (the "Company") has today published a shareholder circular (the "Circular") and notices convening an extraordinary general meeting (the "EGM") and class meetings of the Class A Shareholders and the Class B Shareholders (the "Class Meetings", together with the EGM, the "Meetings") to be held at 1:00 p.m., 1:15 p.m. and 1:30 p.m. respectively, on 27 August 2015 at Frances House, Sir William Place, St Peter Port, Guernsey, GY1 4EU, at which the Company will seek Shareholder approval for the Proposals set out in the Circular.
A copy of the Circular is available on the Company's website: http://www.hvgpe.com/.
Introduction and Background
As set out in the Chairman's letter dated 26 March 2015 and the Annual Report and Audited Consolidated Financial Accounts of the Company for the financial period to 31 January 2015, the Board intends to apply for admission of the Company to the Official List and for the Shares to be admitted to trading on the Main Market of the London Stock Exchange plc (together, "Admission"). Upon Admission, the Shares will no longer be traded on the Specialist Fund Market. However, the Company's listing on Euronext Amsterdam will not be affected.
In this regard, it is necessary to alter the Company's share capital to make it suitable for a company whose shares are admitted to trading on the Main Market. The share capital of the Company (which currently comprises an unlimited number of Ordinary Shares, an unlimited number of Class A Shares and ten thousand Class B Shares) is proposed to be altered to comprise a single class of Ordinary Shares. Alterations to the share capital are proposed to be effected by: (i) re-naming the Class A Shares as Ordinary Shares having the rights set out in the proposed New Articles; and (ii) buying back all 101 Class B Shares currently in issue for a value of US$1 per Class B Share and, immediately following the buyback, cancelling these Class B Shares in accordance with the Articles and the Law. Accordingly, upon Admission, the Company shall have a single class of Ordinary Shares in issue, which will be admitted to trading on the Main Market.
The Existing Articles are also proposed to be amended, to reflect the proposed alterations to the Company's share capital and to make the Articles suitable for a company whose shares are admitted to trading on the Main Market. The proposed amendment to the Existing Articles will be effected by substituting the Existing Articles with the New Articles.
In connection with the proposed Admission, the Board and the Investment Manager have negotiated certain amendments to the Existing Investment Management Agreement. In particular, the proposed amendments include a provision for either party to terminate the agreement on twelve months' notice (instead of Investment Manager's right to terminate the agreement on twenty four months' notice under the Existing Investment Management Agreement), and for compensation to be paid to HarbourVest in the event of a "no fault" termination by either party. These amendments will be effected by the Company and the Investment Manager entering into the New Investment Management Agreement.
Finally, the Board, in consultation with the Investment Manager, also proposes to amend the Company's investment policy to allow the Company to make investments in closed-ended listed private equity funds not managed by HarbourVest or its Associates ("Third Party Funds"). These investments may be made either by the Company itself or alongside HarbourVest Funds (generally at the same time and on substantially the same terms) ("Co-investments"). These amendments (and any other amendments required to meet the eligibility requirements of the UK Listing Authority for Admission) will be effected by the Company adopting the New Investment Policy.
The Circular sets out details of, and seeks Shareholder approval for, the Proposals and explains why the Board is recommending that Shareholders vote in favour of the resolutions to be proposed at the Meetings to be held on 27 August 2015 (the "Resolutions").
Benefits and Risks Associated with the Proposals
The Company's transition from the Specialist Fund Market to the Main Market is expected to broaden the appeal of the Shares among key sections of the investment community. The re-naming of the Class A Shares as Ordinary Shares removes a barrier to investment from a number of institutions, wealth managers and other interested parties who, typically, are reluctant to purchase shares carrying limited voting rights. A number of existing Shareholders may also, for this reason, wish to add to their holdings. A listing on the Official List will improve the Company's ability to market its Shares to retail investors; an increasingly important source of demand for listed private equity funds. The Board expects that the resulting access to a potentially larger pool of capital is likely to improve liquidity in the Shares.
Furthermore, the Board has taken and will continue to take all such steps as are within its control to facilitate the Company's eligibility for inclusion in the FTSE All Share index, which would help raise the Company's profile in the market. In particular, it is proposed that, on Admission, the Company's market quote on the London Stock Exchange will be redenominated into Sterling (the Class A Shares are currently traded on the Specialist Fund Market of the London Stock Exchange and Euronext Amsterdam in U.S. Dollars). There will be no changes to the legal form or nature of the Shares as a result of the redenomination of the market quote.
The Board believes that the risks associated with the transition from the Specialist Fund Market to the Main Market are minimal, with the principal difference from the Company's existing operations being a requirement for additional disclosure in the Company's annual and semi-annual financial reports.
In light of the above, the Board considers that implementing the Proposals is in the best interests of the Company and the Shareholders as a whole.
Amendments to Existing Articles
Pursuant to section 4:47 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht; "FMSA") and any regulations corresponding thereto, the Company is required to provide Shareholders with an explanation of any (proposed) changes to the terms and conditions applicable to the relationship between the Company and the Shareholders. As the Proposals to be tabled for approval at the Meetings include a proposal to make various amendments to the Company's articles of incorporation (the "Existing Articles") (which form part of the current terms and conditions in respect of an investment in the Company) (the proposed amended articles of incorporation being the "NewArticles"), set out below is an explanation of the proposed amendments:
- Following the proposed enfranchisement and re-naming of the Class A Shares and the proposed off-market buyback and cancellation of the Class B Shares, the Company will have a single class of Ordinary Shares in issue. The New Articles provide that the Ordinary Shares have equal rights to dividends and distributions on winding-up, equal voting rights and shall be freely transferable (save for any customary restrictions imposed for securities law or other legal or regulatory purposes). Any amendments to the New Articles following Admission will require Shareholder approval by special resolution, in accordance with the Law.
- In order to comply with the UKLA's eligibility requirements for a Guernsey-domiciled investment company seeking admission to the Main Market, the New Articles introduce pre-emption rights for Shareholders. The proposed pre-emption rights provide that, subject to any modifications approved by special resolution, the Company may not allot equity securities for cash unless it has made an offer to each person who holds equity securities of the same class in the Company to allot to him on the same or more favourable terms a proportion of those securities that is as nearly as practicable equal to the proportion in number held by him of the share capital of the Company.
- The Existing Articles provide that any amendment to the Company's investment objective, policy or strategy or to the Investment Management Agreement requires the approval of the Class A Shareholders and the Class B Shareholders by special resolution. In order to ensure consistency with the Listing Rules (which will apply to the Company following Admission) and to reflect the usual position for investment companies where voting rights are not controlled by the Investment Manager (or an Associate of the Investment Manager), the New Articles require Shareholder approval by ordinary resolution for material amendments to the Company's investment policy but do not, subject to the provisions in the Listing Rules relating to related party transactions, require Shareholder approval for amendments to the Investment Management Agreement.
- The New Articles seek to strengthen the powers of the Board in circumstances in which the Board believes or ascertains that Ordinary Shares are held by persons not permitted to be Shareholders of the Company, or whose Interest (as defined in the New Articles) in Ordinary Shares might, in the determination of the directors of the Company, be disadvantageous to the Company (including for US regulatory reasons); in particular by either a Non-Qualified Holder or a Plan (each, as defined in the New Articles). The New Articles provide the Board with more robust powers and procedures in order to require relevant information from such Shareholders and, if necessary, to cause them to effect a disposal of their Ordinary Shares.
- Under the Existing Articles, the aggregate amount of such fees payable to the Directors may not exceed US$275,000 per annum, or such sum as the Class B Shareholders in general meeting shall from time to time determine. The Class B Shareholders have previously approved an increase to this aggregate amount to US$500,000, with effect from 1 February 2008. Although there is currently no intention to increase the remuneration payable to any Directors, in order to provide sufficient headroom and to reflect the increased responsibilities of the Board following Admission, it is proposed that the maximum aggregate amount payable under the Articles be increased to US$750,000 (or such amount as the Shareholders may approve in general meeting from time to time).
- Finally, amendments to the Existing Articles are also being proposed to amend provisions relating to the proceedings at general meetings and to reflect amendments to the Law.
These amendments will be effected by substituting the Existing Articles with the New Articles. The adoption of the New Articles requires Shareholder approval and is conditional on, and will take effect upon, Admission. This entry into force of the New Articles will not be notified to the Shareholders separately in case all amendments are effected in conformity with the draft of the New Articles as included in the Circular. Upon Admission, the New Articles will be published on the Company's website.
As the proposed amendments to the Existing Articles have an impact on the rights of the Shareholders (in particular, the proposed amendments referred to in paragraphs (3) and (4) above), Shareholders are explicitly advised that they have the right to withdraw from the Company within one month after the publication of this announcement under the terms and conditions as applicable prior to the proposed changes to be implemented in the New Articles. Shareholders should note that this right to withdraw may be exercised by selling Shares on the secondary market and that the Company is under no obligation to buy back shares from any Shareholders seeking to exercise this right.
The Company has, on 10 July 2015, notified Euronext Amsterdam of the proposed amendments to the Existing Articles and the publication of the Circular.
Note: Unless otherwise indicated, capitalised terms used in this announcement shall have the meanings given to them in the Circular.
Enquiries:
| HarbourVest | ||
| Richard Hickman | Tel: +44 (0) 20 7399 9847 | rhickman@harbourvest.com |
| Laura Thaxter | Tel: +1 (617) 348 3695 | lthaxter@harbourvest.com |
| Fishburn | ||
| Del Jones Ludo Baynham-Herd | Tel: +44 (0) 20 7092 2222 | HVPE@thisisfishburn.com |
About HarbourVest Global Private Equity Limited (the "Company"):
The Company is a Guernsey-incorporated closed-end investment company which has a dual listing on both the London Stock Exchange and Euronext Amsterdam. The Company is registered as a self-managed investment institution from a designated state (as referred to in section 2:66 FMSA) with the Netherlands Authority for the Financial Markets. The Company is designed to offer shareholders long-term capital appreciation by investing in a private equity portfolio diversified by geography, by stage of investment, by vintage year, and by industry. It invests in and alongside HarbourVest-managed funds which focus on primary partnership commitments, secondary investments, and direct investments in operating companies. The Company is advised by HarbourVest Advisers L.P., an affiliate of HarbourVest Partners, LLC but qualifies as a self-managed investment institution and, as such, is not subject to the provisions of the AIFM Directive in connection with the marketing of its shares in the Netherlands.
About HarbourVest Partners, LLC ("HarbourVest"):
HarbourVest Partners, LLC is an independent private markets specialist, providing investment programs and customized solutions focused on venture capital, buyout, mezzanine debt, credit, and real assets through primary fund investments, secondary purchases, and direct co-investments. HarbourVest has more than 300 employees in Asia, Europe, Latin America, and North America. In more than 30 years of investing in private equity, the team has committed more than $29 billion to newly-formed funds, completed over $12 billion in secondary purchases, and invested $4 billion directly in operating companies. The firm's clients include pension funds, endowments, foundations, and financial institutions around the globe.
Disclaimer
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 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.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("JP Morgan Cazenove") which is authorised in the UK by the Prudential Regulation Authority and regulated by the Financial Conduct Authority (the "FCA"), and Jefferies International Limited ("Jefferies") which is authorised and regulated by the FCA are acting as the Company's joint sponsors (the "Joint Sponsors") in connection with the proposed listing of the Company to the premium segment of the Official List of the United Kingdom Listing Authority ("UKLA") and the proposed admission to trading of the Company's shares on the main market of London Stock Exchange plc (the "Transaction") and will not be acting for any other person, will not regard any other person as a client in relation to the Transaction, and will not be responsible to any person other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or Jefferies or for advising any other person in respect of the proposed Transaction.
This announcement has been prepared by the Company and its investment manager, HarbourVest Advisers L.P. (the "Investment Manager"). 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, the Joint Sponsors 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, the Joint Sponsors 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.
The Company is registered with the Netherlands Authority for the Financial Markets as a collective investment scheme which may offer participations in The Netherlands pursuant to article 2:66 of the Financial Markets Supervision Act (Wet op het financieel toezicht). 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, which is registered with the Netherlands Authority for the Financial Markets and whose registered address is PO Box 156 Frances House Sir William Place St Peter Port Guernsey GY1 4EU.
© 2015 HarbourVest Global Private Equity Limited. All rights reserved.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: HarbourVest Global Private Equity Limited via Globenewswire
Latest directors dealings
- 9 hours ago Luceco
- 9 hours ago Helios Towers
- 10 hours ago Wise Class A
- 10 hours ago EDX Medical Group Plc
- 10 hours ago Naked Wines