Publication of Prospectus

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.

Date: 8 September 2026

LEI: 54930038LU8RDPFFVJ57

Admission of Realisation Shares to the closed-ended investment funds listing category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange

Publication of Prospectus

Further to the announcement made by Partners Group Private Equity Limited ("PGPE" or the "Company") this morning, the Company has today also published a Prospectus (the "Prospectus") that relates to the admission of Realisation Shares in the capital of the Company to the closed-ended investment funds listing category of the Official List of the FCA and to trading on the London Stock Exchange's Main Market ("Admission") in connection with the proposal for the reorganisation of the Company's share capital by redesignating up to 40 per cent. of the Company's ordinary shares of EUR 0.001 each in the capital of the Company (the "Ordinary Shares") as ordinary shares of EUR 0.001 in the capital of the Company designated as "Realisation Shares" (the "Realisation Shares") in accordance with Elections made pursuant to the proposal for the reorganisation (altogether the "Reorganisation Proposal").

The purpose of the Prospectus is to provide information to investors in connection with Admission regarding the Company and the Realisation Shares. The Prospectus does not constitute or form part of an offer or invitation to the public to subscribe for or purchase Realisation Shares or any other securities in connection with the Admission.

A copy of the Prospectus 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.

The Reorganisation Proposal will 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.

Key dates for the Reorganisation Proposal

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

11.00 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

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

8 .00 a.m. on 2 November 2026: Admission

The full expected timetable is set out in the Prospectus.

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]

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 Proposal and the proposed Managed Wind Down Alternative are detailed in the Circular and Prospectus published today. Any decision made by shareholders should be made solely and only on the basis of information provided in those documents.

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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