Statement re PRELIMINARY INTERIM RESULT OF THE ...
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART TO US PERSONS OR IN, INTO OR WITHIN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS), CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH ITS RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES OR THE
SOLICITATION OF AN OFFER TO ACQUIRE SECURITIES IN THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN OR IN ANY OTHER SUCH JURISDICTION.
August 11, 2011
HARBOURVEST ANNOUNCES PRELIMINARY INTERIM RESULT OF THE PUBLIC TENDER OFFER FOR
ABSOLUTE
* 39'409'765 shares tendered, corresponding to a 90.425% success rate and a
90.750% participation rate
* The additional acceptance period is anticipated to run from August 17, 2011
until August 30, 2011
As of the end of the initial offer period on August 10, 2011, 4:00pm CEST (the
"Initial Offer Period"), a total of 39'409'765 shares of Absolute Private Equity
Ltd, Zug ("Absolute") have been tendered to HarbourVest Acquisition GmbH
("HarbourVest Acquisition") under the public tender offer published on June
7, 2011 (the "HarbourVest Offer") for all publicly held bearer shares of
Absolute, with a nominal value of CHF 10 each (each, an "Absolute Share").
The tenders amount to 90.425% of the Absolute Shares to which the HarbourVest
Offer relates (success rate). Including the 1'530'000 Absolute Shares held by
Absolute, HarbourVest Acquisition's participation amounts to 90.750% of all
Absolute Shares and voting rights issued and outstanding as of the end of the
Initial Offer Period (participation rate).
HarbourVest Offer
The HarbourVest Offer, which was made in line with Article 22 et seqq. of the
Swiss Federal Act on Stock Exchanges and Securities Trading, for all publicly
held Absolute Shares was pre-announced on April 26, 2011 (the "Pre-
Announcement") and published on June 7, 2011. The HarbourVest Offer was amended
and/or the Initial Offer Period was extended on July 14, July 19, July 28 and
August 5, 2011 (the "Amendments/Extensions").
The HarbourVest Offer prospectus of June 7, 2011 (the "Offer Prospectus") and
the Amendments/Extensions (in German, French or English language) may be
obtained free of charge from Bank Vontobel AG, Corporate Finance,
Gotthardstrasse 43, 8022 Zurich, Switzerland (Tel. +41 (0)58 283 70 03, Fax +41
(0)58 283 70 75, E-Mail: prospectus@vontobel.ch). The Offer Prospectus and the
Amendments/Extensions, as well as other information concerning the HarbourVest
Offer, are also available at www.hvgpe.com/absolutetender.
According to Section 2.2 of the Offer Prospectus the HarbourVest Offer extends
to 43'582'605 Absolute Shares. As of the end of the Initial Offer Period
45'112'605 Absolute Shares are issued and outstanding.
Preliminary Interim Result
Preliminary interim result as of the end of the Initial Offer Period on August
10, 2011, 4:00pm CEST:
+-----------------------+--------------------+--------------------+------------+
|Â |Number of Absolute |Voting rights |Success rate|
| |Shares |(whether exercisable| |
| | |or not) | |
+-----------------------+--------------------+--------------------+------------+
|Own shares of Absolute |1'530'000 |3.39% |n.a. |
|as per the Pre- | | | |
|Announcement* | | | |
+-----------------------+--------------------+--------------------+------------+
|Shares tendered into |39'409'765 |87.359% |90.425% |
|the HarbourVest Offer | | | |
+-----------------------+--------------------+--------------------+------------+
|Interim result |40'939'765 |90.750% |n.a. |
+-----------------------+--------------------+--------------------+------------+
* Absolute is considered a party acting in concert with HarbourVest Acquisition
as from April 25, 2011, the date on which HarbourVest Acquisition S.Ã r.l.,
Luxembourg and Absolute entered into a transaction agreement relating to the
HarbourVest Offer.
Publication of the definitive interim result / Announcement relating to the
satisfaction of the conditions to the HarbourVest Offer
This interim result is preliminary.
The definitive interim result and additional information, including information
with respect to the satisfaction of the conditions to the HarbourVest Offer set
forth in Section 2.8 of the Offer Prospectus and whether the HarbourVest Offer
can be declared successful, will be published in the print media on August
16, 2011.
Offer Restrictions
The offer restrictions set forth in the Offer Prospectus remain in full force
and effect.
Additional Offer Period
The additional acceptance period of ten trading days for subsequent acceptance
of the HarbourVest Offer is anticipated to run from August 17, 2011 until August
30, 2011, 4:00pm CEST.
Inquiries
Fishburn Hedges
Jason Nisse/Alastair Fairbrother Tel.: +44 (0) 20 7839 4321
HVPE@fishburn-hedges.co.uk
Farner Consulting AG
Urs Knapp/Maurus Staubli Tel.: +41 (0) 44 266 67 67
harbourvest@farner.ch
HarbourVest / HVPE
Laura Thaxter Tel.: +1 (617) 348 3695
lthaxter@harbourvest.com
Notes to Editors:
About HarbourVest Partners, LLC:
HarbourVest Partners, LLC is an independent global private equity firm that
invests in venture capital, buyout, mezzanine debt, and distressed debt through
primary partnerships, secondary purchases, and direct investments. Since 1986,
HarbourVest has been a leading buyer of private equity assets, acquiring
$8Â billion of assets in over 350 deals of all stages, types, vintages, and
geographies and working with all types of sellers, including financial
institutions, corporations, pension plans, government entities, endowments, and
family offices. This flexibility enables HarbourVest to offer sellers of private
equity comprehensive liquidity solutions. Over the years, more than 300
institutional investors throughout the U.S., Canada, Europe, Latin America, and
Asia have committed over $30Â billion to funds managed by HarbourVest. It
currently has more than 230 employees in its Boston office and London, Hong
Kong, and Tokyo subsidiaries.
About HarbourVest Global Private Equity Limited:
HarbourVest Global Private Equity Limited ("HVPE") is a Guernsey-incorporated
closed-end investment company which has a dual listing on both the London Stock
Exchange and Euronext Amsterdam. HVPE is registered as an investment institution
with the Netherlands Authority for the Financial Markets. HVPE 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. HVPE is advised by HarbourVest
Advisers L.P., an affiliate of HarbourVest.
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. 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 of America, its territories and
possessions, any state of the United States of America and the District of
Columbia (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, Canada, Australia or Japan, or any jurisdiction where such action would
be unlawful.
General
The Offer will not be made, directly or indirectly, in any country or
jurisdiction (each, a "Restricted Territory") in which the Offer would be
illegal or would otherwise violate any applicable law or ordinance, or which
would require HarbourVest Acquisition GmbH (the "Offeror") to change the terms
or conditions of the Offer in any way, to submit any additional filing to, or to
perform any additional action in relation to, any governmental, regulatory or
legal authority. It is not intended to extend the Offer to any Restricted
Territory. Documents relating to the Offer must not be distributed in or sent to
any Restricted Territory. Any such documents must not be used for the purpose of
soliciting the sale or purchase of securities by any person or entity resident
or incorporated in any Restricted Territory. The Offer has not yet commenced.
Once the Offer commences, if at all, Absolute will provide to its shareholders
documents relating to the Offer in accordance with applicable law, except to
shareholders resident in any Restricted Territory.
United States
The Offer will not be made directly or indirectly in, into or by use of the mail
of, or by any means or instrumentality of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United States and may
only be accepted outside the United States. This includes, but is not limited
to, facsimile transmission, telex or telephone or electronic transmission by way
of the internet or otherwise. This press release, the Prospectus and any other
offering materials with respect to the Offer must not be distributed in or sent
to the United States and must not be used for the purpose of soliciting the sale
or purchase of any securities of Absolute from anyone in the United States.
Offeror is not soliciting the tender of securities of Absolute by any holder of
such securities in the United States. Absolute securities will not be accepted
from holders of such securities in the United States, including agents,
fiduciaries or other intermediaries acting on a non-discretionary basis for
holders giving instructions from within the United States. Any purported
acceptance of the Offer that Offeror or its agents believe has been made in or
from the United States will be invalidated. Offeror reserves the absolute right
to reject any and all acceptances determined by it not to be in the proper form
or the acceptance of which may be unlawful.
United Kingdom
This press release is not an invitation nor is it intended to be an inducement
to engage in investment activity for the purposes of the restrictions on
financial promotion set out in Section 21 of the Financial Services and Markets
Act 2000 of the United Kingdom (the "FSMA"). To the extent that this press
release does constitute an inducement to engage in any investment activity, it
is directed only at: (i) persons who are outside the United Kingdom, (ii)
persons who are investment professionals within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) of the United Kingdom (the "Financial Promotion Order"); (iii) persons
who fall within Articles 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") and Article 43(2) of the Financial Promotion
Order; and (iv) any other persons to whom this press release can lawfully be
communicated without breaching the prohibition on financial promotion in Section
21 of FSMA or any other relevant legislation (all such persons together being
referred to as "relevant persons"). This press release must not be acted on or
relied upon by persons other than relevant persons. Any invitation or inducement
to engage in any investment activity included within this press release is
available only to relevant persons and will be engaged in only with relevant
persons. Anyone other than a relevant person must not rely on this press
release.
HVPE 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 HarbourVest and HVPE, which is registered with
the Netherlands Authority for the Financial Markets and whose registered address
is at Anson Place, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 1EJ.
© 2011 HarbourVest Partners, LLC and HarbourVest Global Private Equity Limited.
All rights reserved.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: HarbourVest Global Private Equity Limited via Thomson Reuters ONE
[HUG#1537758]
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