Proposed Dual Share Class Structure
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person responsible for arranging for the release of this announcement on behalf of Partners Group Private Equity Limited is Aztec Financial Services (Guernsey) Limited as Company Secretary.
18 June 2026
Partners Group Private Equity Limited
Proposed Dual Share Class Structure
The Board of Partners Group Private Equity Limited ("PGPE Ltd" or the "Company") today announces a proposal to introduce a dual share class structure designed to provide shareholders with a choice between continued long-term participation in the Company's investment strategy and/or a defined pathway to liquidity over time, with future liquidity events to be effected by reference to the prevailing net asset value ("NAV") at the time, less costs.
The Board believes the proposal will address the structural overhang created by shareholders with differing investment horizons and objectives, which, together with a challenging period for private equity performance, has contributed materially to the persistent discount to NAV at which the Company's shares have been and continue to trade. The proposal is intended to create a more aligned shareholder base, support further narrowing of the discount and enhance the Company's ability to focus on long-term shareholder value creation.
Under the proposal, shareholders will be able to elect for:
· a continuation share class, which will continue to trade in line with the Company's existing investment strategy (the "Continuing Ordinary Shares"); or
· a realisation share class, which will realise existing investments in line with the business plan for each investment and will return available proceeds to shareholders in an orderly manner and will not participate in new investments (the "Realisation Shares").
To ensure that the Continuing Ordinary Shares retain sufficient scale and liquidity to support the existing investment mandate, the aggregate number of Realisation Shares that will be available to be redesignated pursuant to the proposal will be capped at 30 per cent. of the Company's issued share capital. To the extent that aggregate elections exceed this 30 per cent. limit, excess individual elections will be scaled back pro rata. Shares in respect of which no valid election is received will be deemed to have been elected for the Continuing Ordinary Shares.
The Investment Manager has agreed to make a one-off contribution of up to €1.5 million towards the costs associated with the implementation of the proposed dual share class structure, which is expected to cover all of the professional fees to be incurred in connection with the proposal.
Commenting on the proposal, Peter McKellar, Chairman of PGPE Ltd, said:
"Over recent years, the Board has taken significant steps to address the discount to NAV and enhance shareholder value, against a backdrop of challenging market conditions and differing shareholder priorities.
We recognise that our shareholder base today comprises investors with distinct objectives, some committed to the long-term opportunity within the portfolio, and others seeking to realise value in the near term. The Board has carefully considered a range of strategic options to address this dynamic.
The introduction of a dual share class structure represents a pragmatic and deliverable solution within the Board's control: enabling those who wish to exit to do so in an orderly and value-optimising manner, while allowing continuing shareholders to retain exposure to a portfolio with long-term growth potential and an attractive income profile. Accordingly, this proposal demonstrates the Board's commitment to provide shareholders with a clear and flexible choice aligned to their individual investment objectives.
Importantly, this proposal is intended to support a closer alignment between the Company's share price and its NAV over time. By creating a more aligned shareholder base, we believe the Company will be better positioned to focus on performance and unlock greater value for all shareholders."
The Board, together with the Investment Manager and other advisers, has undertaken a comprehensive review of potential strategic options available to the Company and has concluded, at this time, that the proposed dual class share structure represents the most attractive and deliverable option for shareholders. The Board therefore intends to recommend this proposal to shareholders.
The Board will continue to keep the Company's position under review for the benefit of shareholders as a whole, taking into account differing shareholder preferences in respect of near-term value realisation and liquidity, and evolving market conditions. Should a credible alternative become available, the Board will assess it on its merits and independently of the proposed dual share class structure.
A summary of the principal terms of the dual class share structure proposal is set out in Appendix I to this announcement. It is anticipated that full details of this proposal will be set out in documentation to be published by the Company in Q3 2026. This documentation will also convene a general meeting seeking shareholder approval for the proposal. If shareholders grant their approval, it is expected that the proposal will become effective in Q4 2026. Shareholders are not required to take any action at this time.
A shareholder FAQ document addressing key aspects of the proposal will be made available on the Company's website shortly.
For further information please contact:
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Partners Group Andreea Mateescu +41 41 784 66 73 andreea.mateescu@partnersgroup.com
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Deutsche Numis (Corporate Broker and Financial Adviser) Nathan Brown +44 20 7547 0569 George Shiel +44 20 7547 0367
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J.P. Morgan Cazenove (Corporate Broker and Financial Adviser) William Simmonds +44 20 3493 8000
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Background
With a current fund size of EUR 0.8 billion in net assets as of 30 April 2026, PGPE Ltd provides long-term capital appreciation through a diversified global direct private equity portfolio, as well as an attractive yield to investors, which differentiates the Company from many European listed investment companies.
PGPE Ltd has generated 3.0x invested capital for long-term shareholders over nearly 19 years, since its listing on the London Stock Exchange in 2007. While its portfolio remains broadly resilient, performance in recent years has been softer due to the concentration of investments made between 2021 and 2023, following a period of record distributions. These investments now represent around half of the portfolio and, as seen across the wider private equity industry, have faced a more challenging macroeconomic backdrop, compounded by higher entry valuations and capital structures established during a lower interest rate environment. The Company continues to invest in, and benefit from, the attractive private equity vintages seen since 2023, which have already begun compounding returns at strong rates.
Across the listed private equity investment trust sector, persistent discounts and a shrinking investor base have become inherent challenges. For several years, many vehicles have struggled to convert portfolio value into shareholder value, as weak sentiment towards private equity, subdued performance, inability to raise new capital and discount driven arbitrage have kept share prices below NAV.
In this environment, a more structural response is needed, one that gives shareholders greater choice over how they wish to proceed with their investment. PGPE Ltd's Board reached that view and, rather than accept a prolonged disconnect between underlying value and market valuation, concluded that such an approach was required to address the discount and improve shareholder outcomes.
The Board's response has been practical, deliberate, and firmly focused on capital discipline. It has refreshed the members of the Board in order to bring in new perspectives and support innovative solutions; introduced a clear capital allocation framework; and revised PGPE Ltd's management fee structure to better align costs with shareholder interests. These changes have been reinforced by tangible balance sheet action, including a share buyback programme and disciplined capital returns. While the portfolio continues to demonstrate resilience, with most assets delivering profit growth, the persistent discount has led to diverging shareholder preferences: some remain supportive of the Company's long-term strategy and value creation potential, while others seek a clearer path to liquidity.
As outlined in the 2025 Annual Report, the Board and the Company's advisers have undertaken a comprehensive review of the strategic options available. They concluded that, at this time, the most effective solution would be one that allows shareholders to choose between continuing to participate in the existing strategy and pursuing a managed realisation of value over time.
The Board's proposal
To deliver this outcome, the Board is proposing the introduction of a dual share class structure through the redesignation of the existing ordinary shares (the "Redesignation").
The Redesignation will provide shareholders with a clear and flexible choice between:
· the Continuing Ordinary Shares, which will retain pro rata exposure to PGPE Ltd's existing investment strategy and future value creation opportunities; and
· the Realisation Shares, which will follow a realisation strategy, with shareholders receiving cash back progressively over an expected eight-year period and not participating in new investments.
The Company's assets and liabilities will be allocated between the Continuing Ordinary Shares pool and the Realisation Shares pool (capped at 30% of NAV) in proportion to shareholders' elections. Thereafter, the two pools will be managed independently in line with their respective investment strategies.
The Company will apply for the admission of the Realisation Shares to be listed on the FCA's Official List and traded on the main market of the London Stock Exchange (the "Main Market"). The Continuing Ordinary Shares and the Realisation Shares will therefore trade as two separate lines of stock on the Main Market. Both the Continuing Ordinary Shares and Realisation Shares will be quoted in EUR only.
A summary of the principal terms of the proposal and the mandates of the two share classes is set out in Appendix I to this announcement. Full details of the proposal will be set out in documentation to be published by the Company in Q3 2026.
The Realisation Shares
The investment objective for the Realisation Shares will be to achieve an orderly realisation of the assets in the Realisation Share pool, seeking to optimise, rather than necessarily maximise, their value while progressively returning cash to shareholders. Follow-on investments will be permitted but no new investments will be made.
The mandate will assume that realisations are carried out in line with the business plan for each asset. However, the Investment Manager will retain discretion to pursue proactive or opportunistic realisations (through the secondaries market or corporate activity), where this is consistent with optimising value whilst not being detrimental to the value of the Continuing Ordinary Shares pool.
The Realisation Shares will remain listed, providing ongoing liquidity for holders.
Insofar as is practicable, the dividend policy and target in respect of the Realisation Shares shall be the same as that of the Continuing Ordinary Shares (subject to there continuing to be sufficient liquidity in, and cash flows from, the assets within the Realisation Shares pool to facilitate that level of dividend as the Realisation Shares pool is run off over time).
It is currently expected that realisation proceeds will be returned through a redemption mechanism referenced to the prevailing NAV per Realisation Share, less costs, recognising that actual realisation values will depend on the timing and outcome of asset disposals. The Company intends to undertake redemptions on a semi-annual basis, with flexibility for the Company to make more frequent returns where appropriate.
The Board and the Investment Manager have agreed a 25 bps reduction in the annual base management fees applicable to the Realisation Shares to 125 bps. Management fees will, therefore, continue to fall as cash is returned to shareholders. The incentive fee arrangements applicable to the Realisation Shares will remain unchanged from those set out in the existing management agreement and will be calculated by reference to, and levied solely against, the Realisation Share pool.
To avoid the inefficiencies associated with a small residual pool of Realisation Shares, the Directors will have a right to exercise a mandatory conversion of the rump of Realisation Shares into Continuing Ordinary Shares, from the earlier of (i) the NAV of the Realisation Shares falling below €25 million; or (ii) the date that is 8 years from the proposal becoming effective.
The Continuing Ordinary Shares
The investment objective and policy of the Continuing Ordinary Shares will remain unchanged from those of PGPE Ltd today. The Investment Manager will continue to reinvest realisation proceeds and make new investments in line with the existing investment policy.
The Continuing Ordinary Shares will offer continued exposure to a diversified portfolio of private equity investments, the potential for long-term capital growth, and a clear dividend policy of 5% of the previous year-end NAV, currently implying a yield of approximately 8%.
Shareholders will retain access to leading middle-market businesses that are typically unavailable in broader public markets. The Company has sufficient liquidity to deploy capital into attractive post-2023 vintages already delivering strong returns. The Partners Group platform is well positioned to capture relative value across its four core sectors - Services, Goods & Products, Technology, and Health & Life - and regions, with recent vintages benefiting from lower entry multiples and generating double-digit EBITDA growth.
The annual base management fee and incentive fee for the Continuing Ordinary Shares will remain unchanged.
Next steps
A summary of the principal terms of the proposal is set out in Appendix I to this announcement. Full details of the proposal will be set out in documentation to be published by the Company in Q3 2026. The documentation will also convene a general meeting to seek shareholder approval of the proposal. If such approval is granted, it is expected that the proposal will become effective in Q4 2026.
A shareholder FAQ document addressing key aspects of the proposal will be made available on the Company's website shortly.
Shareholders are not required to take any action at this time.
Appendix I: Summary of expected principal terms of the Redesignation
The principal terms of the Redesignation are expected to be as follows:
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Structure
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Options for shareholders |
Shareholders will, subject to available capacity under the excess application facility, have the choice of electing to redesignate all or part of their shareholdings into Realisation Shares and/or into Continuing Ordinary Shares (including on a 'mix and match' basis).
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Default option |
Shares in respect of which no valid election has been made, or in respect of which no election has been made at all, will be deemed to have been elected for the Continuing Ordinary Shares.
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Basic entitlement and excess application facility |
Following the Redesignation, the Company's issued share capital will be comprised of: (i) a maximum of 30 per cent. Realisation Shares; and (ii) a minimum of 70 per cent. Continuing Ordinary Shares.
Shareholders will therefore have a basic entitlement to elect for Realisation Shares in respect of 30 per cent. of their existing holdings (with the ability to 'over-elect', through an excess application facility, to the extent that other shareholders do not take up their 30 per cent. entitlements).
Shareholders who have made excess applications for Realisation Shares shall have such excess applications scaled back in a manner which is, as near as practicable, pari passu and pro rata among all such over-electing shareholders.
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Listing |
The Company will apply for the admission of the Realisation Shares to be listed on the FCA's Official List and traded on the Main Market. The Continuing Ordinary Shares and the Realisation Shares will therefore be listed and traded as two separate lines of stock on the Main Market.
Both the Continuing Ordinary Shares and Realisation Shares will be quoted in EUR only.
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Establishment of pools |
On the Redesignation calculation date the assets and liabilities (including undrawn commitments) of the Company shall (save as provided otherwise below) be apportioned between a Continuing Ordinary Share pool and a Realisation Share pool in the same ratio as the number of existing ordinary shares whose holders have elected or are deemed to have elected for Continuing Ordinary Shares and Realisation Shares respectively.
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Investment objective and policy
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Continuing Ordinary Shares |
The investment objective and policy of the Continuing Ordinary Shares will remain unchanged from the Company's current investment objective and policy (subject to such minor amendments as required to accommodate the Redesignation).
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Realisation Shares |
The investment objective of the Realisation Shares will be to achieve an orderly realisation of the assets in the Realisation Share pool in a manner that seeks to optimise, rather than necessarily maximise, their value whilst progressively returning cash to shareholders.
Realisations shall be carried out in accordance with the ordinary course business plan for each asset, but the Investment Manager shall retain discretion to explore opportunities to undertake proactive or opportunistic sales of assets (i.e. through the secondaries market or pursuant to a corporate activity) in pursuance of the investment objective, but only where the exercise of this discretion would not be detrimental to the value of the Continuing Ordinary Share pool.
Notwithstanding this discretion, the Board shall have a veto right in respect of any proposed sale of a material proportion of the assets held within the Realisation Share pool (being assets representing more than 10 per cent. of the Realisation Share pool as at the time of the proposed sale) that is not also being proposed in respect of the same asset(s) held within the Continuing Ordinary Share pool.
The Company will cease to make any new investments within the Realisation Share pool except where: i) the investment is a follow-on investment made in connection with an existing asset, in order to comply with the Company's pre-existing obligations; or ii) failure to make the investment may result in a breach of contract or applicable law or regulation by the Company; or iii) the investment is considered necessary by the Investment Manager to protect or enhance the value of any existing investments or to facilitate orderly disposals.
The Company will retain the flexibility to trade assets between the Realisation Share pool and the Continuing Ordinary Share pool, subject to robust checks and balances in respect of the terms and all applicable law and regulation.
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Gearing / Borrowings |
Existing borrowings will be split pro rata between the two share classes on the basis of the NAV of each class.
Thereafter, the gearing policy for both the Continuing Ordinary Shares and the Realisation Shares will continue in accordance with the Company's current arrangements (with both classes being able to use borrowings for working capital purposes). In the case of the Realisation Shares, the Company will have the ability to utilise borrowings so as to accelerate the return of proceeds from realisations of assets within the Realisation Share pool.
Borrowings would only be used to accelerate returns in this manner in circumstances where the Company's right to receive the proceeds of the relevant realisation has become wholly unconditional (and free from any right of clawback) but such proceeds are not yet available for onward distribution to shareholders (and provided always that any such use of borrowings is in accordance with applicable law and regulation).
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Dividend policy |
The dividend policy in respect of the Continuing Ordinary Shares shall remain unchanged.
Insofar as is practicable, the dividend policy in respect of the Realisation Shares shall be the same as that of the Continuing Ordinary Shares (subject to there continuing to be sufficient liquidity in, and cash flows from, the assets within the Realisation Share pool).
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Capital allocation policy |
The capital allocation policy shall only apply to the Continuing Ordinary Shares, and shall continue unchanged.
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Returns from the Realisation Shares
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Frequency of returns of realisation proceeds |
Realisation proceeds from the Realisation Share pool shall, subject to availability and deductions for any amounts to be retained in respect of costs apportioned to the Realisation Share pool and/or clawbacks etc., be paid out to the holders of Realisation Shares on a semi-annual basis.
The Company reserves the right to make more frequent returns of realisation proceeds should the circumstances permit.
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Means of returning capital to holders of Realisation Shares
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It is currently expected that the Realisation Shares will be redeemed at the prevailing NAV per Realisation Share as at the time at which the redemption occurs, less any costs associated with the redemption. |
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Costs
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Redesignation Costs |
The Redesignation costs shall be borne by shareholders as a whole, net of a one-off contribution from the Investment Manager (see cost contribution below).
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Cost contribution |
The Investment Manager will make a one-off contribution to the costs of the Redesignation of up to €1.5 million.
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Ongoing costs |
The Company will discharge the costs, expenses and liabilities which it considers fairly and reasonably to be attributable to the Continuing Ordinary Shares out of the assets of the Continuing Ordinary Share pool and will discharge the costs, expenses and liabilities which it considers to be fairly attributable to the Realisation Shares out of the Realisation Share pool.
Costs, expenses and liabilities of the Company which are not directly attributable to any one class of share alone shall be attributed to and discharged out of the assets of the Continuing Ordinary Share pool and the Realisation Share pool in the same ratio as the ratio of the latest published quarter end NAV of the Continuing Ordinary Share pool against the latest published quarter end NAV of the Realisation Share pool.
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Management fees |
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Management fees |
The incentive fee arrangements for both the Continuing Ordinary Shares and the Realisation Shares will remain as set out in the existing management agreement (split out on the basis of the two separate asset pools following the Redesignation and levied against, and attributable to, either the Continuing Ordinary Share pool or the Realisation Share pool as applicable).
The base management fees for the Continuing Ordinary Shares shall be 150 bps and be calculated on the same basis as the current arrangements save that they shall be levied in respect of, and attributable to, the Continuation Pool only.
The annual base management fees for the Realisation Shares shall be 125 bps and be calculated on the same basis as the current arrangements save that they shall be levied in respect of, and attributable to, the Realisation Share Pool only.
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Conditions & future considerations
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Conditions |
The Redesignation shall be conditional on, among other things: i) FCA approval of the prospectus to be published by the Company in connection with the admission of the Realisation Shares to listing and trading; ii) majority shareholder approval; iii) less than 50 per cent. of ordinary shares being elected for redesignation into Realisation Shares (see "Alternative proposals" below); iv) the Realisation Shares being admitted (a) to listing on the closed ended investment funds category of the FCA's Official List; (b) to trading on the London Stock Exchange plc's Main Market for listed securities; v) the Proposals becoming effective not later than 31 December 2026; and vi) (if any) lender consent.
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Alternative proposals |
If 50 per cent. or more of the ordinary shares are elected to redesignate into Realisation Shares, the Board has the discretion to re-evaluate the Company's position and may, as a result, put forward alternative proposals for the future of the Company. The Board will consult with major shareholders before taking any such decision.
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Board right to convert rump of Realisation Shares |
The Directors will have a right to exercise a mandatory conversion of the rump of Realisation Shares into Continuing Ordinary Shares on a NAV-to-NAV basis, triggered from the earlier of (i) the NAV of the Realisation Shares falling below €25 million; or (ii) the date that is 8 years from the date on which the proposal become effective.
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Future commitment |
The Company will reassess its position, and the options made available to shareholders, 5 years after the Redesignation has taken effect.
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About Partners Group Private Equity Limited
PGPE Ltd is an investment holding company founded in 1999 and domiciled in Guernsey. It invests in private equity direct investments. PGPE Ltd is managed in its investment activities by Partners Group, one of the largest firms in the global private markets industry, with USD 185 billion in investment programmes under management in private markets, of which USD 86 billion is in private equity. Partners Group itself is listed on the Swiss Stock Exchange (ticker: PGHN). PGPE Ltd aims to provide shareholders with long-term capital growth and an attractive dividend yield. PGPE Ltd is traded on the Main Market of the London Stock Exchange (ticker: PEY for the Euro quote; PEYS for the Sterling quote).
Registered Number: 35241 LEI: 54930038LU8RDPFFVJ57
Important Information
This announcement does not constitute an offer or solicitation to acquire or sell any securities in the Company. This announcement is not for distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, New Zealand, the Republic of South Africa, any member state of the European Economic Area ("EEA") or any other jurisdiction in which its distribution may be unlawful. This announcement is not an offer of securities for sale into the United States or elsewhere. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "US Investment Company Act", and investors are not entitled to the benefits of the US Investment Company Act. There has not been and there will be no public offering of the Company's securities in the United States.
The final terms of the Redesignation will be detailed in documentation to be published in due course, and those final terms may be different to those described in this announcement. The Redesignation will be subject to certain conditions, which if not satisfied or waived, will mean that the Redesignation will not proceed.
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposal referred to herein are subject to revision and amendment.
The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Any shareholder action required in connection with the Redesignation will only be set out in documents sent to or made available to shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
The tax treatment of the proposal for shareholders will depend on their particular circumstances and all shareholders are strongly advised to seek their own independent tax advice, noting that nothing in this announcement constitutes tax advice.
This announcement may include 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", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Except to the extent otherwise required by applicable law, the Company is not under any obligation to update any of the forward-looking statements contained in this announcement or any other forward-looking statements they may respectively make.
Nothing contained in this announcement constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to individual circumstances; or (iii) a personal recommendation.
Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of the companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21 Moorfields, London EC2Y 9DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Numis is authorised by the Prudential Regulation Authority of the Bank of England (the "PRA"). It is subject to regulation by the Financial Conduct Authority (the "FCA") and limited regulation by the PRA.
Deutsche Bank AG, London Branch (trading for these purposes as Deutsche Numis) ("Deutsche Numis"), is acting exclusively for the Company and no one else in connection with the proposal and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to the proposal, the contents of this announcement and the accompanying documents or any other matter referred to herein or therein. Neither Deutsche Numis nor any of its group undertakings or affiliates (nor any of its or their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this document, any matter referred to herein or otherwise. No representation or warranty, express or implied, is made by Deutsche Numis as to the contents of this document.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is exclusively advising the Company and is not advising any other person or treating any other person as its client in relation to the proposal, or the matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove nor for providing advice in relation to the proposal or the matters referred to in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which J.P. Morgan Cazenove may have under FSMA or the regulatory regime established thereunder.
The Company, nor any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of the Company, Deutsche Numis and J.P.Morgan Cazenove, and each of their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
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