Statement re Prelliminary end result of the pub...
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 31, 2011
HARBOURVEST ANNOUNCES PRELIMINARY END RESULT OF THE PUBLIC TENDER OFFER FOR
ABSOLUTE
* 43'005'846 shares tendered, corresponding to a 98.68 % success and
participation rate
* Settlement is anticipated to take place on September 13, 2011
As of the end of the additional offer period on August 30, 2011, 4:00pm CEST
(the "Additional Offer Period"), a total of 43'005'846 shares of Absolute
Private Equity Ltd, Zug ("Absolute") has 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 98.68 % of the Absolute Shares to which the HarbourVest
Offer relates (success rate) and 98.68 % of all Absolute Shares and voting
rights issued and outstanding as of the end of the Additional 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 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 Additional Offer Period
43'582'605 Absolute Shares are issued and outstanding.
Preliminary End Result
Preliminary end result as of the end of the Additional Offer Period:
+-------------------------------+---------------------------------+------------+
|Number of Absolute Shares |Voting rights / participation |Success rate|
|tendered |rate | |
+-------------------------------+---------------------------------+------------+
|43'005'846 |98.68 % |98.68 % |
+-------------------------------+---------------------------------+------------+
Publication of the definitive end result / Announcement relating to the
satisfaction of the remaining conditions to the HarbourVest Offer
This end result is preliminary.
The definitive end result and additional information, including information with
respect to the satisfaction of the remaining conditions to the HarbourVest Offer
set forth in Section 2.8 of the Offer Prospectus, will be published in the print
media on September 5, 2011.
Offer Restrictions
The offer restrictions set forth in the Offer Prospectus remain in full force
and effect.
Settlement
The settlement of the HarbourVest Offer is anticipated to take place on
September 13, 2011.
Inquiries
Fishburn Hedges
Michelle James/Jason Nisse 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 ("HarbourVest") 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 1984, HarbourVest has been a leading buyer of private equity
assets, acquiring $8 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 US$30Â billion to funds managed by
HarbourVest. It currently has 236 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 HarbourVest Offer will not be made, directly or indirectly, in any country
or jurisdiction (each, a "Restricted Territory") in which the HarbourVest Offer
would be illegal or would otherwise violate any applicable law or ordinance, or
which would require HarbourVest Acquisition to change the terms or conditions of
the HarbourVest 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 HarbourVest Offer to any
Restricted Territory. Documents relating to the HarbourVest 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. Absolute
will provide to its shareholders documents relating to the HarbourVest Offer in
accordance with applicable law, except to shareholders resident in any
Restricted Territory.
United States
The HarbourVest 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 Offer
Prospectus and any other offering materials with respect to the HarbourVest
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. HarbourVest Acquisition 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
HarbourVest Offer that HarbourVest Acquisition or its agents believe has been
made in or from the United States will be invalidated. HarbourVest Acquisition
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#1542652]
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