Source - RNS
RNS Number : 6958L
SVG Capital PLC
04 October 2016
 

SVG Capital plc

Kean House

6 Kean Street

London WC2B 4AS

Tel +44 (0)20 3457 0000

Fax +44 (0)20 3457 0009

www.svgcapital.com

 

Press Release

4 October 2016

 

Proposed sale of 50% of the investment portfolio and wind down of the Company

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND IS 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

 

There can be no certainty that the proposals described below will be effected or as to their terms if any such proposals are so effected

 

Highlights:

·      Board of SVG Capital proposes to wind down Company to maximise cash returns to shareholders

 

·      Agrees in principle key commercial terms of proposed sale of 50% of the investment portfolio to Pomona Capital and Pantheon Ventures for £379 million[1] which compares to an asset value of £401 million as at 31 July 2016

-    This represents an aggregate 7.8% discount (on a constant currency basis) to the 31 July value of these assets

-    Includes both mature and non-mature assets

 

·      Plans a £450 million tender offer before year end at 700p per share

 

·      Expects to launch a further £300 million tender offer at prevailing Net Asset Value early in 2017[2]

-    Further tender offers will be made as investments are sold

 

·      Board believes the wind down of the Company will maximise returns for shareholders, when compared with existing 650p a share cash offer from HarbourVest Bidco

 

·      The Board continues to recommend that shareholders do not accept HarbourVest Bidco's offer

 

Commenting on the Proposals, Andrew Sykes, Chairman of SVG Capital said: "The Company has a diverse shareholder base with differing views, investment mandates and time horizons. The Board has pursued a number of options in order to create the most attractive solution for all shareholders. The proposed asset sale to Pomona Capital and Pantheon Ventures is supported by all members of the Board, and represents the first step in a process which is designed to maximise value for shareholders through an orderly wind down of our portfolio, to generate superior value compared with the existing 650p a share cash offer from Harbourvest Bidco. We look forward to working with Pomona Capital and Pantheon Ventures to formalise the proposed asset sale in the coming weeks."

 

Oliver Gardey and Sebastien Bowen, Partners at Pomona Capital, and Matt Jones, Partner at Pantheon Ventures commented: "We are delighted that the Board of SVG Capital supports the proposed asset sale. We are excited to have an opportunity to acquire what in our view is an attractive portfolio of assets."

 

For further information please contact:

 

SVG Capital                            

Alice Kain or Mervyn Douglas                                                                                                     020 3457 0000

 

J.P. Morgan Cazenove

Conor Hillery, Mike Collar, Dwayne Lysaght or Adam Laursen                                      020 7777 2000

 

Lazard

Melanie Gee, Nicholas Millar or Denis Martin                                                                    020 7187 2000

 

Numis

David Benda                                                                                                                                        020 7260 1000

 

Maitland

Neil Bennett or Tom Eckersley                                                                                                    020 7379 5151

 

The following pages of this press release contain important information concerning the arrangements summarised above.  The highlights should be read in conjunction with and are subject to the full press release.

 

Further to the publication by SVG Capital plc ("SVG Capital" or the "Company") of its response circular (the "Response Circular") to the unsolicited final cash offer for the Company at a price of 650p per share (the "Offer") made by HarbourVest Structured Solutions III L.P.  ("HarbourVest Bidco") and as set out in its announcement of 3 October 2016, the Company has been in discussions with a number of parties with a view to maximising shareholder value.

 

The Board is focused on delivering shareholder value in the context of time pressures arising from the HarbourVest Bidco Offer timetable. The Board has always sought to manage the Company in the interests of shareholders as a whole. The Company has a diverse shareholder base with differing views, investment mandates and time horizons. To that end, the Board recognises that its largest shareholder Coller International Partners V-A, L.P. (26.6% of issued share capital) has accepted the Offer of 650p which is being made by HarbourVest Bidco (which is also a large shareholder, holding 8.5% of issued share capital).

 

After careful consideration and given the timing constraints, the Board believes that shareholder value would be maximised through an orderly wind down of the Company including the sale of a significant percentage of its investment portfolio and an orderly sale of its remaining assets. In addition, in considering the orderly wind down of the Company, the Board has also been mindful of broader stakeholder considerations.

 

To this end, the Company can today announce the following proposals (the "Proposals"). 

 

There can be no certainty that the Proposals will be effected or as to their terms if any such Proposal is so effected

 

Proposed sale of 50% of the investment portfolio at an aggregate 7.8% discount (on a constant currency basis) to 31 July 2016 asset value

·     The Company has agreed in principle key commercial terms with Pomona Capital and Pantheon Ventures for the proposed sale of 50% of the Company's investment portfolio for £379 million[3]. This compares to a value of £401 million at 31 July 2016 (the "Proposed Asset Sale")

·     The Proposed Asset Sale includes mature and non-mature assets

·     Given the maturity and cash flow profile of the mature Permira funds, the Company will retain the majority of its interests in these funds

 

·    Following the Proposed Asset Sale, uncalled commitments will fall to approximately £368 million

 

·    Completion of the Proposed Asset Sale will be conditional on the Offer lapsing or being withdrawn and appropriate shareholder approvals having been obtained

 

·    The Board has agreed in principle key commercial terms with Pomona Capital and Pantheon Ventures and has entered into an agreement under which the Company will negotiate with Pomona Capital and Pantheon Ventures regarding a sale of the assets comprising the Proposed Asset Sale.  A summary of the terms agreed in principle with Pomona Capital and Pantheon Ventures is set out in the Appendix to this announcement

 

·    The Board is in advanced discussions with Pomona Capital and Pantheon Ventures with a view to formalising the Proposed Asset Sale. It is anticipated that the asset transfer agreement will be signed in the coming weeks, subject to completion of limited confirmatory due diligence and the Offer not having become or been declared unconditional as to acceptances


Capital returns ("Tender Offer Series")

·    Subject to completion of the Proposed Asset Sale, the Offer lapsing or being withdrawn, and the Company receiving the requisite shareholder approvals, the Company expects the first tender in the Tender Offer Series to be for £450 million:

·    Would be priced at 700p per share.

·     Adjusting for the first £450 million tender offer, pro-forma cash balances are expected to be approximately £265 million

 

·    The Board expects the first tender to be launched in November 2016 (on or shortly following the Offer lapsing or being withdrawn, noting that the last date for the Offer to become or be declared unconditional as to acceptances is currently 14 November 2016), with closing expected to take place in December 2016

 

·    The Company expects to launch a further tender offer of at least £300 million in January/February 2017[4]

·    Would be priced at or close to the prevailing NAV per share[5]

·    Funded by capital resources and expected near term distributions from the mature Permira and the structured products portfolio

 

Orderly sale of the Company's remaining assets

·    Following the Proposed Asset Sale, the value of the remaining investment portfolio will be £388 million[6], and will be broadly split between mature and immature investments

·    The Company would pursue an orderly run off of its remaining assets, through a combination of further returns and asset sales

·    The Board anticipates that the majority of cash would be returned in the first half of 2017 and the orderly wind down will be effected by the end of 2017

·    The Board notes that the Proposed Asset Sale and the orderly wind down are subject to execution and market risks but believes these are acceptable given the potential value available to shareholders

 

Costs

·    The Company expects the costs associated with the response to HarbourVest Bidco's Offer, the Tender Offer Series, and the orderly wind down of the Company to be approximately £33 million (21p per share)[7]

 

General Meeting

·     Subject to execution of formal documents for the Proposed Asset Sale and the Offer lapsing or being withdrawn, the Company intends to seek shareholder approval for the Proposed Asset Sale and to implement the Tender Offer Series, and the required changes to the Company's investment policy to facilitate the orderly wind down of the Company, as soon as practicable, with the intention of returning all of the Company's remaining net assets to shareholders

·     It is anticipated that the shareholder meeting to consider these matters will take place in early December 2016

 

Board's view of the Proposals

·     The Board believes that the Proposals are capable of delivering superior value to shareholders when compared with HarbourVest Bidco's Offer

 

·     Accordingly, the Board intends unanimously to recommend that shareholders vote in favour of the shareholder resolutions in connection with the Proposals at the relevant general meeting of the Company (on and subject to the agreed terms) and continues to recommend that shareholders do not accept HarbourVest Bidco's Offer of 650p in cash per share

 

Pantheon Ventures was the party referred to in yesterday's announcement by the Company as having expressed an interest in making a consortium offer for the entire issued and to be issued share capital of the Company ("an offer"), if it could find a partner to pursue this opportunity.  Pantheon Ventures has now confirmed to SVG Capital, pursuant to rule 2.6(e) of the Takeover Code, that it does not intend to make an offer for the entire issued and to be issued share capital of the Company.  Pomona Capital has also confirmed, pursuant to rule 2.8 of the Takeover Code, that it does not intend to make an offer for the Company.  Pantheon Ventures and Pomona Capital have consented to the inclusion of these confirmations in this announcement.

 

Details of the Proposals

Proposed Sale of 50% of the investment portfolio at an aggregate 7.8% discount (on a constant currency basis) to 31 July 2016 asset value

The Company has reached a non-binding agreement in principle with Pomona Capital and Pantheon Ventures for the sale of 50% of its investment portfolio for £379 million[8], an aggregate discount of 7.8% (on a constant currency basis) to the 31 July
 
2016 value of these assets. The purchase price will be updated at closing to reflect certain cash flows associated with the assets since 31 July 2016.

 

The Proposed Asset Sale comprises a range of interests that includes mature and non-mature investments. Given both the maturity and the cash generative nature of the mature Permira portfolio, the Company has retained the majority of its exposure to these funds.

 

Fund/investment

Vintage year

% of holding proposed to be sold

Core portfolio

 

 

AEA VI

2015

60%

L Catterton VIII

2016

60%

Permira V

2014

60%

CCMP Capital Investors III

2014

60%

Fifth Cinven Fund

2012

60%

Clayton Dubilier & Rice Fund IX

2013

67%

FFL Capital Partners IV

2014

60%

Co-investment portfolio

-

55%

Mature Permira

 

 

P1234

2006

60%

Structured products

 

 

Diamond

2004

60%

Diamond II

2006

60%

Diamond III

2007

60%

ACP (Carlyle feeder fund)

2013

60%

Other investments

 

 

SV Life Sciences III

2002

60%

SV Life Sciences IV

2006

60%


Capital returns ("Tender Offer Series")

Subject to the Offer lapsing or being withdrawn by 14 November 2016 (being the current last day for the Offer to become or be declared unconditional as to acceptances), the Company expects that the first of the Tender Offer Series, of £450 million, will be launched in November 2016, on or shortly following the Offer lapsing or being withdrawn, and will be priced at 700p.  Subject to completion of the Proposed Asset Sale and the requisite shareholder approvals, closing of the first tender offer is expected to take place in December 2016.

 

Following the first tender offer, the Company expects to have pro-forma cash balances of approximately £265 million. The Company expects to launch a further tender offer of at least £300 million in January/February 2017[9], which will be funded
 
from capital resources and expected near term distributions from the mature Permira and the Structured products portfolio.  This and future tender offers in the Tender Offer Series will be priced at or close to the prevailing NAV per share[10].

 

Remaining investment portfolio

Following the Proposed Asset Sale, the value of the remaining investment portfolio will be £388 million[11] and will be broadly split between mature and immature funds. Of the remaining portfolio, 29% is represented by the mature Permira funds.

 

General meeting

Subject to execution of formal documents for the Proposed Asset Sale and the Offer lapsing or being withdrawn, the Company will be writing to shareholders in November 2016 seeking permission for the Proposed Asset Sale and Tender Offer Series. It is anticipated that the shareholder meeting will take place in early December 2016.

 

Conditions of the Proposed Asset Sale
The Board is in advanced discussions with Pomona Capital and Pantheon Ventures with a view to formalising the Proposed Asset Sale. It is anticipated that the asset transfer agreement will be signed in the coming weeks, subject to completion of limited confirmatory due diligence and the Offer not having been declared unconditional as to acceptances.  Completion of the Proposed Asset Sale will be conditional on the Offer lapsing or being withdrawn and appropriate shareholder approvals under the Listing Rules and for the Tender Offer Series having been obtained.  A summary of the terms agreed in principle with Pomona Capital and Pantheon Ventures is set out in the Appendix to this announcement.

Board's view of the Proposed Asset Sale
Assuming the terms agreed in principle remain unchanged, the Board of SVG Capital, which has been so advised by J.P. Morgan Cazenove and Lazard as to the financial terms of the Proposed Asset Sale, believes that the terms of the Proposed Asset Sale are fair and reasonable.

In providing their advice to the Board, J.P. Morgan Cazenove and Lazard have taken into account the Board's commercial assessments.

Board's recommendation
The Proposed Asset Sale further supports the Board's view that HarbourVest Bidco's Offer undervalues the Company.

The Board intends to recommend that shareholders vote in favour of these shareholder resolutions (on and subject to the agreed terms) and continues to recommend that shareholders do not accept HarbourVest Bidco's Offer.

The Board would like to reiterate to shareholders that HarbourVest Bidco's Offer can lapse on or after 6 October 2016 if its acceptance condition is not satisfied. In HarbourVest Bidco's offer document it recognises that the final date for the acceptance condition to be satisfied is 14 November 2016 (subject to any extension under the Takeover Code) and that the Offer is conditional on, amongst other things, the FCA's consent to the acquisition of control of the Company. HarbourVest Bidco has stated that the FCA's period to consider the proposed change of control expires on 6 December 2016, but this may be extended.

There is no further update on the position of the other interested parties since the Company's announcement yesterday.

About Pomona Capital

Pomona is an international private equity firm with over $8.5 billion in aggregate capital commitments across its sponsored-funds and separate accounts on behalf of a global group of over 350 sophisticated investors from more than 25 countries. Pomona was founded in 1994 and was one of the earliest secondary market investors, establishing itself as a pioneer in the marketplace. Pomona also manages a nearly $3 billion business making primary investments in private equity funds as a strategic complement to the secondaries business. Pomona has collectively invested in partnership interests in approximately 700 private equity funds, diversified across the spectrum of private equity, with underlying investments in over 8,500 companies since inception.

Pomona is led by a senior management team that has worked together since 1995. The global team is comprised of over 45 experienced professionals based in three countries, the United States, United Kingdom and Hong Kong. Pomona's capital capacity and global reach are enhanced by a strategic partnership with Voya Investment Management.

About Pantheon Ventures


Pantheon is a global investor in private equity, infrastructure and real assets providing services to institutional and private wealth clients. Founded over 30 years ago, Pantheon has developed an established reputation in the global private markets and has been investing in the global private equity secondaries market since 1988. Pantheon's investment solutions include customized separate account programs, regional primary fund programs, secondaries, co-investment, infrastructure and real assets programs managed on behalf of over 380 institutional clients. Pantheon also has private equity solutions for private wealth and defined contribution clients.

As at March 31st, 2016 Pantheon had $34.3 billion assets under management* and currently employs 210 professionals, including 68 investment professionals, located across its offices in London, San Francisco, New York, Hong Kong, Seoul and Bogotá. Pantheon is owned by Affiliated Managers Group Inc ("AMG"), alongside senior members of the Pantheon team.  AMG is an NYSE-listed asset management company with equity investments in leading boutique investment management firms.

* This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function.

Important Information

This announcement has been released by the Company on behalf of the Board. It is for information purposes only, and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction.

 

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for SVG Capital and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than SVG Capital for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

 

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to SVG Capital and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than SVG Capital for providing the protections afforded to clients of Lazard & Co., Limited, nor for providing advice in relation to any matter referred to herein. Neither Lazard & Co., Limited nor any of its affiliates 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 Lazard & Co., Limited in connection with any statement contained herein or otherwise.

 

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting as joint financial adviser and broker exclusively for SVG Capital and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than SVG Capital for providing the protections afforded to clients of Numis Securities Limited, nor for providing advice in relation to any matter referred to herein.

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of the offeree or of any securities exchange bidder (being any bidder other than a bidder 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 bidder 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 and (ii) any securities exchange bidder(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange bidder is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange bidder prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the 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 bidder must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange bidder. 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 bidder, 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 pm (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 the offeree company or a securities exchange bidder, 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 bidder and Dealing Disclosures must also be made by the offeree company, by any bidder and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and bidder 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 www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any bidder was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on a website

A copy of this announcement and any 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 restricted jurisdictions, on SVG Capital's website at http://www.svgcapital.com/ 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.

 

Any shareholder, person with information rights or other person to whom this announcement is sent may request a copy of each of the documents required to be published pursuant to Rule 26.1 of the City Code, or a copy of this announcement, in hard copy form. Hard copies will be sent only where valid requests are received from such persons. Requests for hard copies are to be submitted to the Company Secretary, SVG Capital plc, Kean House, 6 Kean Street, London WC2B 4AS or contacting the Company Secretary during business hours on 020 3457 0000 or if calling from outside the UK on +44 20 3457 000. 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. A hard copy of this announcement and any other document referred to in this announcement will not be sent to you unless so requested. 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.

 

Appendix
 

Summary of key terms of the agreement in principle between the Company, Pomona Capital and Pantheon Ventures[12] 


Assets and consideration

·     Proposed sale of the assets listed above (the "Sale Assets") to the Purchasers separately in equal proportions for consideration of £710,000 plus €289,480,000 plus $165,370,000

·     Subject to adjustment for calls and distributions from 31 July 2016

 

Pre-conditions to execution of purchase documentation

Execution of purchase documentation is subject to the following pre-conditions:

·     Completion of confirmatory legal due diligence on the Sale Assets (principally in relation to the transferability of interests and the holding structure of the Sale Assets) to the Purchasers' reasonable satisfaction which the Purchasers anticipate requires two weeks

·     All requisite general partner consents having been obtained

·     Determination by the Purchasers that the tax profile of the Sale Assets or relevant investment holding vehicles is not objectionable and/or adverse to them

·     Agreement of acquisition documentation

·     Unanimous and unconditional recommendation from the Company Board that the Company's shareholders vote in favour of the Proposed Asset Sale

·     Harbourvest BidCo's Offer not having been declared unconditional as to acceptances

 

Conditions to completion of the Proposals

The sale and purchase agreement will be conditional only upon[13]:

·     Receipt of approval to the Proposed Asset Sale and related resolutions from the Company's shareholders

·     Harbourvest BidCo's Offer having lapsed or been withdrawn

 

Costs

·     The Company has agreed to reimburse the Purchasers for their costs and expenses in relation to the investigation, negotiation and funding of the proposed acquisition by them of the Sale Assets, up to a maximum of £500,000 (plus VAT) following demand from 31 October 2016. This shall not apply if the acquisition of the Sale Assets is completed with the Purchasers or if a failure to complete is due to a default of the Purchasers

 

Break Fee

The Company has agreed to pay a break fee of £2,500,000 (plus VAT if applicable) if:

·     Prior to signing a sale and purchase agreement with the Purchasers to acquire the Sale Assets (and unless the Purchasers have materially reduced the consideration payable for the Sale Assets), an alternative offer for the Company or a member of its group or any new holding company thereof or all or any part of the assets of the Company's group (or any other transaction that has similar effect) is agreed or announced such that the Company does not proceed to sign a sale and purchase agreement with the Purchasers, such break fee to be paid no later than five business days after the date of the agreement or announcement of the relevant alternative transaction

·     The Company signs a sale and purchase agreement with the Purchasers to acquire the Sale Assets, but the acquisition does not proceed to completion (other than by virtue of default on the part of either of the Purchasers), such break fee to be paid not later than the date of termination of the sale and purchase agreement

 

The maximum aggregate amount payable by the Company in respect of Costs and Break Fee, as summarised above, shall be £2,500,000 (plus VAT if applicable).

 

The provisions summarised above are not legally binding save those provisions relating to Costs and Break Fee, which are legally binding.

 

 

[1] Calculated by reference to the applicable foreign exchange rates (US dollars and Euros to pounds sterling) as at 30 September 2016.  It is envisaged the proposed asset sale will take place in pounds sterling as well as local currencies (US dollars and Euros) and therefore shareholders would be subject to potential fluctuations in foreign exchange rates between now and closing.  Subject to adjustment for calls and distributions from 31 July 2016.

[2] Less any costs associated with the Tender Offer Series

[3] Calculated by reference to the applicable foreign exchange rates (US dollars and Euros to pounds sterling) as at 30 September 2016.  It is envisaged the Proposed Asset Sale will take place in pounds sterling as well as local currencies (US dollars and Euros) and therefore shareholders would be subject to potential fluctuations in foreign exchange rates between now and closing.  Subject to adjustment for calls and distributions from 31 July 2016.

[4] Following the publication of special purpose accounts for the purposes of establishing its distributable reserves

[5] Less any costs associated with the Tender Offer Series

[6] Based on 31 July 2016 valuations as disclosed in the Company's interim financial statements adjusted for the announced decline in value of Platform Specialty Products

[7] Based on the Company's estimates of wind down costs including advisory fees, staff costs, tender offer costs, lease costs, non-utilisation fees, liquidation costs and other contingencies

[8] Calculated by reference to the applicable foreign exchange rates (US dollars and Euros to pounds sterling) as at 30 September 2016.  Subject to adjustment for calls and distributions from 31 July 2016.

[9] Following the publication of special purpose accounts for the purposes of establishing its distributable reserves

[10] Less any costs associated with the Tender Offer and associated costs

[11] Based on 31 July 2016 valuations as disclosed in the Company's interim financial statements, adjusted for the announced decline in value of Platform Specialty Products

[12] The Company has signed a letter agreement as of 4 October 2016 with Pomona Management LLC acting on behalf of funds managed or advised by Pomona Capital or its affiliates and Pantheon Ventures (UK) LLP acting on behalf of funds managed or advised by Pantheon Ventures (UK) LLP and its affiliates which are described for convenience in this announcement as "Pomona Capital" and "Pantheon Ventures" respectively and in this Appendix as the "Purchasers".

[13]The Company understands from the Purchasers that they do not consider FCA approvals will be required.


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