Source - RNS
RNS Number : 2481L
HarbourVest Structured SolutionsIII
29 September 2016
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Neither the United States Securities and Exchange Commission (the "SEC") nor any United States securities commission or regulatory authority has approved or disapproved of the Offer or passed upon the fairness or merits of the Offer or determined whether this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

FOR IMMEDIATE RELEASE

29 September 2016

FULL AND FINAL CASH OFFER

BY

HARBOURVEST STRUCTURED SOLUTIONS III L.P. ("HARBOURVEST BIDCO" OR THE "OFFEROR")

FOR

SVG CAPITAL PLC ("SVG CAPITAL" OR THE "COMPANY")

--------------------------------

Response to SVG Capital Response Circular

 

HarbourVest Partners, LLC ("HarbourVest") notes the publication of SVG Capital's response circular ("Response Circular") to the full and final cash offer made by HarbourVest Bidco for the entire issued and to be issued ordinary share capital of SVG Capital (the "Offer").

HarbourVest notes in particular:

·    there can be no certainty that a formal offer will be made by any other party for SVG Capital. In contrast, HarbourVest Bidco has made a formal offer at 650 pence per Share under Rule 2.7 of the City Code on Takeovers and Mergers. This Offer is open for acceptance by SVG Capital Shareholders until 1.00pm on 6 October 2016 (or later, if extended);

 

·    SVG Capital asserts that the Offer represents a discount of 16.5% to the value of its investment portfolio as at 31 July 2016, as adjusted for cash of £347.4 million. Given SVG Capital's pre-existing uncalled commitments to private equity funds of £604 million, it is HarbourVest's opinion that excluding the cash for the purposes of calculating the discount is inappropriate in the context of a vehicle such as SVG Capital;

 

·    HarbourVest's final Offer price of 650 pence per Share represents a discount of 10.6% to SVG Capital's NAV as at 31 July 2016 (if one deducts the 8 pence per share post-period end fair value adjustment reported in SVG Capital's interim results on 16 September 2016); and

 

·    the Response Circular refers to the performance of SVG Capital's investment portfolio and the investments the Company has made since December 2011. While these investments represented 50% of SVG Capital's investment portfolio as at 31 July 2016, as recently as January 2015 the legacy portfolio still accounted for more than 80% of the Company's total investment portfolio.1 Results from this legacy portfolio, which predates the current management team, have therefore been the predominant driver of SVG Capital's performance since December 2011. This performance has been further enhanced by foreign exchange gains.

 

1  Source: SVG Capital interim results presentation, 16 September 2016.

 

David Atterbury, Managing Director of HarbourVest, said:

"We continue to believe that our full and final cash offer provides full, compelling and immediate cash value to the shareholders of SVG Capital. There can be no certainty that a formal offer will be made by any other party.

"We would remind SVG Capital shareholders that the £347.4 million of cash on SVG Capital's balance sheet represents a cushion against which it will meet its uncalled commitments of £604 million to private equity funds; something which is specifically relevant given SVG Capital's history. Therefore, it is HarbourVest's opinion that the implied discount of 10.6% under HarbourVest Bidco's Offer is compelling.  

"Given this, and taking into account the support we have received to date through acceptances, letters of intent and sales of shares to HarbourVest Bidco, we urge SVG Capital's shareholders to accept our offer without delay."

 

The full terms and conditions of the Offer and the procedure for acceptance are set out in the Offer Document dated 15 September 2016. The Offer Document and Form of Acceptance are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on HarbourVest's website at http://www.harbourvest.com/offer-2016.

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document.

 

Enquiries:

HarbourVest Partners, LLC

Tel:     +44 (0) 20 7151 4211

Laura Thaxter


[email protected]




Jefferies International Limited

Tel:     +44 (0) 20 7029 8000

(Sole Financial Adviser)


Gary Gould


Tariq Hussain


Stuart Klein

[email protected]

[email protected]

[email protected]




FTI Consulting LLP

Ed Berry/Ed Bridges

[email protected]

[email protected]

 

Tel:     +44 (0) 20 3727 1067

+44 (0) 20 3727 1046

Important Notice Relating to the Financial Adviser

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting as exclusive financial adviser to HarbourVest and HarbourVest Bidco and no one else in connection with the Offer and will not be responsible to anyone other than HarbourVest and HarbourVest Bidco for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this announcement, in connection with the Offer or any other matter referred to herein or in the Offer Document.

Further Information

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and, in respect of SVG Capital Shares held in certificated form, the Form of Acceptance, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents. SVG Capital Shareholders are advised to read the formal documentation in relation to the Offer carefully.

This announcement does not constitute a prospectus or prospectus equivalent document.

The Offer is subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the City Code on Takeovers and Mergers (the "City Code").

Overseas Jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Offer Document.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from Australia, Canada or Japan  or any other Restricted Jurisdiction and persons receiving such documents (including, without limitation, any agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from Australia, Canada or Japan  or any other Restricted Jurisdiction. Unless otherwise determined by the Offeror or required by the City Code, and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, Australia, Canada or Japan  or any other Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by SVG Capital Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each SVG Capital Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.

This announcement has been prepared in compliance with English law, the rules of the London Stock Exchange and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Notice to US Investors

The Offer is being made to holders of SVG Capital Shares resident in the United States in reliance on, and compliance with, Section 14(e) of the Exchange Act, and Regulation 14E thereunder. The Offer is being made in the United States by the Offeror and no one else.

The Offer is subject to disclosure requirements, which are different from certain United States disclosure requirements.

Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.

To the extent permissible under applicable securities laws, Jefferies and its affiliates may from time to time purchase, or enter into arrangements to purchase, SVG Capital Shares either as principal or agent before and during the period when the Offer remains open for acceptance. Pursuant to Rule 14e-5(b) of the Exchange Act, any affiliate of a financial adviser to the HarbourVest Group may from time to time make purchases of, or arrangements to purchase, SVG Capital Shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer is open for submission of tenders, so long as the acquisitions or arrangements comply with the provisions of the exemption provided under Rule 14e-5. Pursuant to Rule 14e-5 of the Exchange Act, HarbourVest Bidco, its affiliates, nominees or brokers (acting as agents), and a financial adviser and its affiliates, may from time to time make purchases of, or arrangements to purchase, the SVG Capital Shares, other than pursuant to the Offer, before or during the period in which the Offer is open for submission of tenders so long as those acquisitions or arrangements comply with the provisions of the exemption provided under Rule 14e-5 of the Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as and if required by applicable securities laws.

Forward Looking Statements

This announcement contains statements about HarbourVest, HarbourVest Bidco and the SVG Capital Group that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans" "believes", "expects", "aims"," intends", "will", "may", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) statements relating to the expected benefits of the acquisition to HarbourVest, the Wider HarbourVest Group and/or the SVG Capital Group; (ii) background to and reasons for the Offer; (iii) expectations of the impact of the acquisition on revenue and earnings of HarbourVest, the Wider HarbourVest Group and/or the SVG Capital Group; (iv) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (v) business and management strategies and the expansion and growth of HarbourVest's, the Wider HarbourVest Group's and/or the SVG Capital Group's operations and potential synergies resulting from the Offer; and (vi) the effects of government regulation on HarbourVest's, the HarbourVest Group's and/or the SVG Capital Group's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including risks relating to the successful combination of SVG Capital with HarbourVest; higher than anticipated costs relating to the combination of SVG Capital with HarbourVest or investment required in SVG Capital to realise expected benefits and facts relating to SVG Capital that may impact the timing or amount of benefit realised from the acquisition that are unknown to HarbourVest. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of HarbourVest and HarbourVest Bidco disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No Profit Forecasts or Estimates

Nothing herein contained shall be deemed to be a profit forecast, projection or estimate for any period unless otherwise stated, and no statement in this announcement should be interpreted to mean that earnings or earnings per SVG Capital Share for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per SVG Capital Share.

Dealing Disclosure Requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the City Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website and Availability of Hard Copies

A copy of this announcement and the documents required to be published pursuant to Rule 26.1 of the City Code will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on HarbourVest's website at http://www.harbourvest.com/offer-2016 by no later than 12 noon (London time) on the Business Day following the date of this announcement until the end of the Offer Period. For the avoidance of doubt, the contents of that website are not incorporated into, and do not form part of, this announcement.

SVG Capital Shareholders may request a hard copy of this announcement by contacting Edward Berry at FTI Consulting LLP during business hours on 0203 727 1046 or if calling from outside the UK on +44 203 727 1046. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Information Relating to SVG Capital Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by SVG Capital Shareholders, persons with information rights and other relevant persons for the receipt of communication from the Company may be provided to the Offeror during the Offer Period as required under Section 4 of Appendix 4 of the City Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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