Publication of Circular and Notice of EGM

Partners Group Private Equity Ltd

08 September 2026

 

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 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.

8 September 2026

LEI: 54930038LU8RDPFFVJ57

Recommended dual share class structure with a proposed alternative to realise the entire portfolio and return net proceeds over time

Publication of Circular and Notice of Extraordinary General Meeting

Partners Group Private Equity Limited ("PGPE" or the "Company", formerly known as Princess Private Equity Holdings Limited) is incorporated in Guernsey and has a history dating back to 1999. Since 2007, its shares have been listed on the London Stock Exchange under the ticker PEY (Euro). Further to the announcement made by PGPE on 18 June 2026, the Company has today published a Circular (the "Circular") setting out a proposal to introduce a dual share class structure (the "Reorganisation Proposal"). 

The Reorganisation Proposal is designed to provide Shareholders with a choice between continued long-term participation in the Company's existing investment strategy and/or a defined pathway to liquidity over time. By creating a shareholder base with more closely aligned objectives, the Board believes the Reorganisation Proposal should, over time, help narrow the discount between the Company's share price and NAV per share.

Under the Reorganisation Proposal, Shareholders will be entitled to choose to continue their investment in the Ordinary Shares, which will retain exposure to the Company's existing investment strategy in all material respects (the "Continuing Ordinary Share Class"); or redesignate some or all of their Ordinary Shares as realisation ordinary shares (the "Realisation Shares"), the investment mandate of which will be to realise existing investments attributable to the Realisation Shares in line with the ordinary course business plan for each investment, return available proceeds to Realisation Shareholders in an orderly manner and, not participate in new investments made by the Company (the "Realisation Share Class").

The maximum aggregate number of Ordinary Shares that may be redesignated as Realisation Shares will be limited to 40 per cent. of the Ordinary Shares in issue (excluding any Ordinary Shares held in treasury) as at the Record Date (the "Maximum Realisation Shares Threshold")

The Board had originally intended to set the Maximum Realisation Shares Threshold at 30 per cent. of the Ordinary Shares in issue (excluding any Ordinary Shares held in treasury). However, following discussions with significant institutional Shareholders, the Board believes that increasing the Maximum Realisation Shares Threshold from 30 per cent. to 40 per cent. is appropriate to meet identified demand, while preserving sufficient scale (both in absolute terms and relative to the Company's peers) in the Continuing Ordinary Share Class to support market liquidity in the Ordinary Shares and provide an appropriate platform for future performance and Ordinary Shareholder value creation.

The Reorganisation Proposal will therefore only proceed if valid Elections for Realisation Shares are received in respect of 40 per cent. or less of the Ordinary Shares in issue (excluding any Ordinary Shares held in treasury) as at the Record Date.

If this threshold is exceeded, the Reorganisation Proposal will not proceed and the Board will, subject to Shareholder approval, commence an orderly realisation of the Company's entire investment portfolio (the "Managed Wind-down Alternative").

If the proposed Managed Wind-Down Alternative proceeds, the entire Company will be managed in accordance with a realisation strategy that is, in all material respects, the same as that which would apply to the Realisation Share Class under the Reorganisation Proposal. The Company will retain a single class of Ordinary Shares and all Shareholders will participate pro rata in the entirety of the Company's portfolio and in the net proceeds generated from its orderly realisation.

The purpose of the Circular is to explain these proposals, and the actions required to be taken in order to implement them, and to convene the Extraordinary General Meeting ("EGM"). Full details of the Resolutions to be proposed at the EGM are set out in the Circular. The EGM will be held at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP at 11 a.m. on 7 October 2026.

Peter McKellar, Chairman of PGPE, said:

"Following careful consideration of the options available to the Company, the Board believes that the proposed dual share class structure provides a practical and effective way to address the differing priorities within our shareholder base.

The Reorganisation Proposal is designed to give Shareholders a clear choice. Those seeking liquidity will have a defined path to realise value from their investment in an orderly manner, while those who wish to remain invested will continue to benefit from exposure to the portfolio's long-term growth potential and attractive income profile.

However, if elections for Realisation Shares reach more than 40 per cent. of the Company's Ordinary Shares, there is the real risk that the Company would become unsuitable, given its resultant scale and liquidity, for the continuing investors and the Board will not proceed with the Reorganisation Proposal. Instead, the Board will commence an orderly realisation of the entire investment portfolio. The Board believes this would be in the best interests of Shareholders as a whole.

The Circular published today sets out the full details of the Company's proposals and explains why the Board believes they represent a balanced and flexible solution for Shareholders with differing investment objectives. The Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the EGM."

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at the registered office of the Company at Tudor House, Le Bordage, St Peter Port, Guernsey GY1 6BD and on the Company's website at www.partnersgroupprivateequitylimited.com.

A shareholder FAQ document in relation to the Reorganisation Proposals and the proposed Managed Wind-Down Alternative is also available on the Company's website. It includes information for Shareholders on how to vote on the Proposals and how to elect for Realisation Shares.

Key dates

1.00 pm on 30 September 2026: Latest time and date for receipt of Forms of Election and TTE Instructions.

1 October 2026: Results of Elections for Realisation Shares published

11 a.m. on 5 October 2026: Latest time and date for receipt of electronic proxy appointments, CREST voting instructions and Forms of Proxy from Shareholders in respect of the EGM

11 a.m. on 7 October 2026: Extraordinary General Meeting

The full expected timetable is set out in the Circular.

For further information please contact:

Partners Group Andreea Mateescu [phone] [e-mail]

Deutsche Numis (Corporate Broker and Financial Adviser) Nathan Brown [phone] [e-mail] George Shiel [phone] [e-mail]

J.P. Morgan Cazenove (Corporate Broker and Financial Adviser) William Simmonds [phone]

Introduction

On 18 June 2026, the Board of Partners Group Private Equity Limited ("PGPE" or the "Company") announced that it intended to introduce a dual share class structure designed to provide Shareholders with a choice between continued long-term participation in the Company's existing investment strategy and/or a defined pathway to liquidity over time, with future liquidity events to be effected by reference to the Company's prevailing Net Asset Value at the time, less costs (the "Reorganisation Proposal").

Under the Reorganisation Proposal, Shareholders will be entitled to choose to: 

·    continue their investment in the Ordinary Shares, which will retain exposure to the Company's existing investment strategy in all material respects (the "Continuing Ordinary Share Class"); or

·    redesignate some or all of their Ordinary Shares as realisation ordinary shares (the "Realisation Shares"), the investment mandate of which will be to realise existing investments attributable to the Realisation Shares in line with the ordinary course business plan for each investment, return available proceeds to Realisation Shareholders in an orderly manner and, save in limited circumstances, not participate in new investments made by the Company (the "Realisation Share Class").

The Reorganisation Proposal is conditional on, among other things, the approval of Shareholders at the Extraordinary General Meeting. Shareholders will continue to hold Ordinary Shares as the default option under the Reorganisation Proposal in the event that they do not make a valid Election for Realisation Shares, or, if they only elect for Realisation Shares in respect of a proportion of their Ordinary Shares, for the balance of their holding of Ordinary Shares, or if they are Excluded Shareholders.

To ensure that the Continuing Ordinary Share Class retains sufficient scale and liquidity to support the Company's existing investment mandate, the aggregate number of Ordinary Shares that may be redesignated as Realisation Shares will be limited to 40 per cent. of the Ordinary Shares in issue (excluding any Ordinary Shares held in treasury) as at the Record Date.

The Board had originally intended to set the Maximum Realisation Threshold at 30 per cent. of the Ordinary Shares in issue (excluding any Ordinary Shares held in treasury).  However, following recent discussions with a number of significant institutional Shareholders, the Board believes that increasing this threshold to 40 per cent. would be more appropriate to enable the demand identified through such discussions to be met. The Board has also concluded, having consulted with the Investment Manager and the Company's advisers, that 40 per cent. represents the maximum level of Elections for Realisation Shares that is consistent with maintaining sufficient scale (both in absolute terms and relative to the Company's peers) in the Continuing Ordinary Share Class to support market liquidity in the Ordinary Shares and provide an appropriate platform for future performance and Ordinary Shareholder value creation.

The Board recognises that it has not had the opportunity to engage directly with all Shareholders regarding the Reorganisation Proposal and is acutely aware of the potential adverse consequences of a continuing overhang of Shareholders seeking liquidity for their investment. In particular, the Board considers that any significant residual demand for liquidity following implementation of the Reorganisation Proposal could have an adverse impact on market sentiment and the trading price of the Ordinary Shares, particularly in light of the Company's recent investment performance and the persistent discount to NAV at which the Ordinary Shares have traded.

Accordingly, although the Board is recommending the Reorganisation Proposal, it will proceed only if valid Elections for Realisation Shares are received in respect of 40 per cent. or less of the Ordinary Shares in issue. If the Maximum Realisation Shares Threshold is exceeded, the Reorganisation Proposal will lapse. Instead, the Board will, subject to Shareholder approval, commence an orderly realisation of the Company's entire investment portfolio (the "Managed Wind-Down Alternative"), and together with the Reorganisation Proposal, the "Proposals"). The Board, having consulted with the Investment Manager and the Company's advisers, believes that, in such circumstances, a managed wind-down of the entire Company would be more likely to deliver an equitable outcome for Shareholders as a whole, rather than proceeding with a substantially reduced Continuing Ordinary Share Class.

If valid Elections for Realisation Shares are received for less than the Maximum Realisation Shares Threshold and the Reorganisation Proposal proceeds, the Board will reassess its position, and the options made available to Shareholders, by no later than the fifth anniversary of the Effective Date.

Impact on FTSE 250 Index inclusion status

The Company has been advised that it is expected to remain eligible for inclusion in the FTSE UK indices following implementation of the Reorganisation Proposal. For FTSE UK ranking purposes, the market capitalisations of the Ordinary Shares and the Realisation Shares are expected to be aggregated in determining the Company's overall market capitalisation, so the Reorganisation Proposal itself is not expected to result in a material change to the Company's ranking.

Following implementation of the Reorganisation Proposal, the Company's eligibility for inclusion in the FTSE 250 and the UK Indices generally would remain subject to the relevant FTSE eligibility assessments and index reviews, including in respect to size and liquidity following future returns of capital to holders of Realisation Shares.

Partners Group Costs Contribution

Partners Group, in its capacity as Investment Manager of the Company, has agreed to make a one-off contribution of up to €1.5 million towards the costs associated with the implementation of the Proposals (the "Partners Group Costs Contribution"). This is expected to cover all of the professional fees and documentation costs to be incurred in connection with the Proposals which are currently estimated to be approximately €1.44 million. In addition, the Partners Group Costs Contribution is expected to mitigate some of the listing fees associated with the admission of the Realisation Shares to trading on the Main Market if the Reorganisation Proposal proceeds, which are estimated to be approximately €0.3 million.^[1]

Reduced Management Fees and updated incentive fee arrangement

If the Reorganisation Proposal proceeds, the Company and the Investment Manager have agreed to amend the terms of the Investment Management Agreement such that the annual base management fee in respect of the Realisation Share Class will be 125 basis points per annum. The annual base management fee in respect of the Ordinary Shares will remain 150 basis points per annum.

The existing incentive fee arrangement shall continue to apply to both the Ordinary Shares and the Realisation Shares, but will be split out on the basis of the two separate Pools following the Effective Date and levied against, and attributable to, either the Continuation Pool or the Realisation Pool, as applicable.

If the Managed Wind-Down Alternative proceeds, the annual base management fee payable to the Investment Manager in respect of the Ordinary Shares will be reduced to 125 basis points per annum. The existing incentive fee arrangement shall remain unchanged in the event the Managed Wind-Down Alternative proceeds.

Cessation of GBP quote

Regardless of whether either Proposal proceeds, the Company intends to lodge a notification with the London Stock Exchange to cease trading in the Company's GBP Ordinary Share quote "PEYS" such that from the day immediately after the Extraordinary General Meeting, trading in the Company's Ordinary Shares will be consolidated into the existing EUR quote "PEY".

The Company emphasises that prior to the cessation of the "PEYS" quote, the Company has had only one share class in issue. PEYS is a GBP quote for the Company's single EUR-denominated Ordinary Share class. This will not impact underlying shareholdings, and brokers and custodians who currently report holdings under the PEYS SEDOL code should default to reporting under the PEY SEDOL code (B28C2R2), unless the Reorganisation Proposal proceeds and such Ordinary Shares are validly elected to be redesignated as Realisation Shares, in which case they will default to reporting under the PEYR SEDOL code from the Effective Date.

This change is in recognition of feedback received from existing Shareholders, with a view to provide maximum liquidity to all Ordinary Shareholders and to remove any barrier to entry for prospective Ordinary Shareholders. This change may also help in making the Ordinary Shares eligible for inclusion in certain share indices, which could further improve demand and liquidity in the Ordinary Shares.

Following implementation of the Reorganisation Proposal and the cessation of the Company's GBP Ordinary Shares quote "PEYS", all dividends declared by the Company in respect of both the Ordinary Shares and the Realisation Shares will be paid in Euro. Shareholders should note that the value of dividend payments received may therefore be affected by fluctuations in the exchange rate between Euro and the currency in which a Shareholder ordinarily measures its investment returns or liabilities. 

In the event that the Reorganisation Proposal becoming unconditional, the Company will have two share classes in issue being the Continuing Ordinary Share Class and the Reorganisation Share Class, and both will be quoted in EUR only.

Recommendation

The Board, which has been so advised by Deutsche Numis, considers that the Proposals and the Resolutions referred to in this document are in the best interests of the Company and its Shareholders as a whole. In advising the Board, Deutsche Numis has taken into account the Board's commercial assessment of the Proposals.

Accordingly, the Board considers that the Reorganisation Proposal would be in the best interests of Shareholders as a whole if valid Elections for Realisation Shares are received in respect of 40 per cent. or less of the Ordinary Shares in issue (excluding Ordinary Shares held in treasury) as at the Record Date, and that the Managed Wind-Down Alternative would be in the best interests of Shareholders as a whole if valid Elections are received in respect of more than 40 per cent. of such Ordinary Shares as at the Record Date. The Board therefore recommends that Shareholders vote in favour of both the Resolutions to be proposed at the Extraordinary General Meeting, as the Directors intend to do in respect of their own beneficial holdings which, in aggregate, amount to 869,460 Ordinary Shares (representing approximately 1.3 per cent. of the Company's issued Ordinary Share capital (excluding Ordinary Shares held in treasury) as at 4 September 2026).

Whether Shareholders make an Election for Realisation Shares will be a matter for each Shareholder to decide and will be influenced by their individual investment objectives and by their personal, financial and tax circumstances. Accordingly, Shareholders should, before deciding what action to take, read carefully all the information in the Circular and the accompanying Prospectus. The Board cannot, and does not, give any advice or recommendation to Shareholders as to whether, or as to what extent, they should elect for Realisation Shares. Shareholders who are in any doubt as to the contents of this document or the accompanying Prospectus or as to the action to be taken are encouraged to seek their own personal financial advice from an appropriately qualified independent financial adviser.

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 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 full terms of the Reorganisation Proposals and the proposed Managed Wind-Down Alternative are detailed in the Circular and Prospectus published today. Any decision made by such shareholders should be made solely and only on the basis of information provided in those documents. Defined terms in this announcement shall bear the same meaning as in the Circular and Prospectus unless the context otherwise determines.

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 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.

The tax treatment of the proposals 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. 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.

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.

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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[1]Based on the Company's Net Asset Value per Ordinary Share of €11.57 as at 30 June 2026, assuming that 40 per cent. of the Ordinary Shares are validly elected to redesignate as Realisation Shares.

 

END