Source - RNS
RNS Number : 8543L
SVG Capital PLC
06 October 2016
 


Proposed Sale of 100% 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 final terms if any such proposals are so effected

 

Highlights:

·      The Board has agreed in principle the key commercial terms of a proposed sale of 100% of the investment portfolio to funds managed by Goldman Sachs Asset Management's Alternative Investments & Manager Selection Group (the "Goldman Sachs AIMS Group") and certain investment entities managed by Canada Pension Plan Investment Board ("CPPIB") for approximately £748 million[1] which compares to a value of £802 million as at 31 July 2016

·          This represents a 6.8% discount to the 31 July 2016 value of the investment portfolio

·          Including the Company's current net cash resources[2], and net of all estimated costs[3], this equates to an approximate aggregate value per share of 680p[4]

 

·      Approximately £1,064 million[5] would be returned to Shareholders, should the sale complete on the agreed terms, through a series of tender offers ("Tender Offer Series") and the winding up of the Company, as follows:

·          £450 million tender offer before year end at 680p per share

·          £300 million tender offer in January/February 2017[6] at 680p per share

·          £270 million tender offer in March 2017 at 680p per share

·          Final capital distribution in the winding-up process expected to be in Q2 2017

 

·      The Board believes the sale of the entire investment portfolio and wind down of the Company will generate superior value when compared with the final 650p a share cash offer from HarbourVest Bidco and will deliver greater certainty for shareholders when compared with the previously proposed sale of 50% of the portfolio to Pomona Capital and Pantheon Ventures

 

·      The Board has confirmed to Goldman Sachs AIMS Group and CPPIB that, subject to formalising documentation for the proposed sale, it will be recommending the proposed sale of the investment portfolio to shareholders, and no longer intends to recommend the previously proposed sale to Pomona Capital and Pantheon Ventures

·      Completion of the sale of the investment portfolio to Goldman Sachs AIMS Group and CPPIB will be conditional on the offer from HarbourVest Bidco lapsing or being withdrawn and appropriate shareholder approvals having been obtained

 

·      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: "As stated in our announcement on 4 October 2016, the Board has pursued a number of options in order to create the most attractive solution for all shareholders. Following that announcement, the Board received a proposal from Goldman Sachs AIMS Group and CPPIB to buy the Company's entire investment portfolio. The Board believes this proposal offers shareholders greater certainty than the previously proposed sale of 50% of the portfolio to Pomona Capital and Pantheon Ventures and will generate superior value compared with the existing 650p a share cash offer from HarbourVest Bidco. We look forward to working with Goldman Sachs AIMS Group and CPPIB to formalise the proposed investment portfolio sale shortly."

 

Jim Fasano, Managing Director, Head of Funds, Secondaries and Co-Investments, CPPIB, further commented: "CPPIB has strong relationships with many of the managers in SVG Capital's investment portfolio and both CPPIB and Goldman Sachs AIMS Group have a reputation as preferred partners to private equity fund managers because of our established brands and primary and secondary investment capabilities.

 

"CPPIB and Goldman Sachs AIMS Group have a strong history of partnering on similar transactions, making us ideally suited to undertake the transaction together."

 

Harold Hope, Managing Director, Goldman Sachs AIMS Group, added: "Goldman Sachs AIMS Group and CPPIB, who have worked together on similar transactions in the past, have a track record of differentiating ourselves based on our experience in the market, our reputation for working with sellers to close transactions quickly and efficiently, our relationships with private equity managers, and our broad financial and structuring expertise.

 

Together, we believe we can offer an attractive combination of certainty, speed of execution, and superior value to SVG Capital shareholders, and we look forward to working with SVG Capital on this transaction."

 

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).

 

As stated in the Company's announcement on 4 October 2016, 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 and sale of its assets. In addition, in considering the orderly wind down of the Company, the Board has also been mindful of broader stakeholder considerations.

 

On 4 October 2016, the Company announced the sale of 50% of its investment portfolio to Pomona Capital and Pantheon Ventures for £379 million[7], which compared to a value of those assets of £401 million at 31 July 2016 (the "Previously 

 

Proposed Asset Sale").

 

Following the publication of the announcement on 4 October 2016, the Board received a proposal to buy the Company's entire investment portfolio from Goldman Sachs AIMS Group and CPPIB (the "Proposed Investment Portfolio Sale"), subject to the conditions outlined herein. After due reflection, the Board intends unanimously to recommend the Proposed Investment Portfolio Sale (on and subject to the agreed terms) followed by returns of capital to shareholders as outlined below, and no longer intends to recommend the Previously Proposed Asset Sale.

 

There can be no certainty that the Proposed Investment Portfolio Sale will be effected or as to its final terms

 

Proposed sale of 100% of the investment portfolio for approximately £748 million[8]  at a 6.8% discount to 31 July 2016 

asset value of £802 million

·     The Company has agreed in principle key commercial terms with Goldman Sachs AIMS Group and CPPIB for the proposed sale of 100% of the Company's investment portfolio

                                                                                                                                                                   

·     Including the Company's current net cash resources[9], and net of all estimated costs[10], this equates to an approximate aggregate value per share of 680p[11] 

 

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

 

·    The Board will now proceed to settle an asset transfer agreement to effect the Proposed Investment Portfolio Sale, which it is anticipated will be signed shortly, subject to completion of very focused technical due diligence and the Offer not having become or been declared unconditional as to acceptances. A summary of the terms agreed in principle with Goldman Sachs AIMS Group and CPPIB is set out in the Appendix to this announcement


Approximately £1,064 million expected to be returned to shareholders

·    Subject to completion of the Proposed Investment Portfolio Sale, the Offer lapsing or being withdrawn, and the Company receiving the requisite shareholder approvals, approximately £1,064 million[12] is expected to be returned to  shareholders through a series of tender offers and the winding up of the Company, as follows:

·    £450 million tender offer before year end at 680p per share

·    £300 million tender offer in January/February 2017[13] at 680p per share

·    £270 million tender offer in March 2017 at 680p per share

·    Final capital distribution in the winding-up process expected to be in Q2 2017


Costs

·    The Company expects the costs associated with the response to HarbourVest Bidco's Offer, the Tender Offer Series, and the wind down of the Company to be approximately £33 million (21p per share) [14]. In addition, under the terms


of the agreement with Pomona Capital and Pantheon Ventures, the Company will pay £2.5 million (with respect to a break fee and cost reimbursement (plus any applicable VAT))

 

General Meeting

·     Subject to execution of formal documents for the Proposed Investment Portfolio Sale and the Offer lapsing or being withdrawn, the Company intends to seek shareholder approval, as soon as practicable, for the Proposed Investment Portfolio Sale, to implement the Tender Offer Series and for the required changes to the Company's investment policy to facilitate the orderly wind down of the Company, 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 Proposed Investment Portfolio Sale further supports the Board's view that HarbourVest Bidco's Offer undervalues the Company

·     The Board believes that the Proposed Investment Portfolio Sale is capable of delivering superior value to shareholders when compared with HarbourVest Bidco's Offer

·     The Board believes that the Proposed Investment Portfolio Sale offers greater certainty to shareholders than the Previously Proposed Asset Sale, in that 100% of the investment portfolio would be sold for a consideration in sterling and shareholders will not bear currency risk on subsequent adjustments for calls and distributions from 5 October 2016 through to completion of the Proposed Investment Portfolio 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 Investment Portfolio Sale, believes that the terms of the Proposed Investment Portfolio 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

·      Accordingly, the Board intends to recommend that shareholders vote in favour of the shareholder resolutions in connection with the Proposed Investment Portfolio Sale at the relevant general meeting of the Company (on and subject to the agreed terms). The Board no longer intends to recommend the Previously Proposed Asset Sale and continues to recommend that shareholders do not accept HarbourVest Bidco's Offer of 650p in cash per share

 

·    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 City Code on Takeovers and Mergers (the "City 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

Conditions to the Proposed Investment Portfolio Sale

The Company is in advanced discussions with Goldman Sachs AIMS Group and CPPIB with a view to formalising the Proposed Investment Portfolio Sale. It is anticipated that the asset transfer agreement will be signed shortly, subject to completion of very focused technical 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 having been obtained.  A summary of the terms agreed in principle with Goldman Sachs AIMS Group and CPPIB is set out in the Appendix to this announcement.

 

No intention to make an offer
Each of Goldman Sachs AIMS Group and CPPIB has confirmed, pursuant to rule 2.6(d) of the City Code, that it does not intend to make an offer for the Company. Accordingly, Goldman Sachs AIMS Group and CPPIB will be bound by the restrictions in Rule 2.8 of the Code to the extent required by that Rule.  Goldman Sachs AIMS Group and CPPIB have consented to the inclusion of these confirmations in this announcement.

Details on Goldman Sachs AIMS Group and CPPIB

The Goldman Sachs AIMS Group and CPPIB are among the largest investors in private equity funds and in the secondary market globally.

Goldman Sachs AIMS Group
The Alternative Investments & Manager Selection (AIMS) Group, a business unit of Goldman Sachs Asset Management (GSAM), provides investors with investment and advisory solutions, across leading hedge fund managers, private equity funds, real estate managers, public equity strategies and fixed income strategies. The AIMS Group manages globally diversified programs, targeted sector-specific strategies, customized portfolios, and a range of advisory services. Its investors access opportunities through new fund commitments, fund-of-fund investments, strategic partnerships, secondary market investments, co-investments, and seed-capital investments. The AIMS Group provides manager diligence, portfolio construction, risk management, and liquidity solutions to investors, drawing on Goldman Sachs' market insights and risk management expertise. The AIMS Group extends these global capabilities to the world's leading sovereign wealth funds, pension plans, governments, financial institutions, endowments, foundations, and family offices, for which it invests or advises on over $150 billion of alternative investments, public equity strategies and fixed income strategies. 

Canada Pension Plan Investment Board

Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits on behalf of 19 million contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City and São Paulo, CPPIB is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At June 30, 2016, the CPP Fund totalled $287.3 billion. For more information about CPPIB, please visit www.cppib.com

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, Goldman Sachs AIMS Group and CPPIB[15] 

Assets and consideration

·     Proposed sale of the entire investment portfolio for £747,750,000 to Goldman Sachs AIMS Group and CPPIB

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

·     Assumes that Goldman Sachs AIMS Group and CPPIB will assume all disclosed unfunded obligations (which did not exceed £604 million as of 31 July 2016[16]) under the relevant fund documents associated with the investments acquired

 

Conditions to implementation of the Proposed Investment Portfolio Sale

·    Completion of transfers would occur subject to and conditional upon relevant third party consents being obtained, once the other conditions to the Proposed Investment Portfolio Sale are satisfied.  Funds managed by Aberdeen Asset Management PLC and SVG Capital's investment manager, and funds managed by managers with whom the Purchasers are existing investors, represent in aggregate 99% of the value of the Company's investment portfolio

·    The Company not signing binding documentation regarding the Previously Proposed Asset Sale or any alternative transaction

·     Completion of very focused technical due diligence on the investment portfolio

·     Agreement of acquisition documentation which shall include releases, representations, warranties, conditions, covenants and indemnities customary for a transaction such as the Proposed Investment Portfolio Sale

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

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

·     HarbourVest BidCo's Offer having lapsed or been withdrawn

 

Costs

·     The Company has, pursuant to a letter agreement dated 6 October 2016, agreed to reimburse the Purchasers for their fees and other costs in relation to the investigation, development and negotiation of the Proposed Investment Portfolio Sale, up to a maximum of £500,000 (plus VAT) on demand from 31 October 2016. This shall not apply if the acquisition of the investment portfolio is completed, in whole or in part, with the Purchasers or if a failure to complete at all is due to a default of the Purchasers

 

Break Fee

 

The Purchasers shall, pursuant to a letter agreement dated 6 October 2016, be entitled to a break fee of an amount equal to £3.7 million (after taking into account any irrecoverable VAT) if:

 

·     prior to the Company signing a sale and purchase agreement with the Purchasers in respect of the Proposed Investment Portfolio Sale, an alternative offer or agreement 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 entered into (or announced and the result of that announcement is that the Company does not proceed to sign such 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; or

·     the Company signs a sale and purchase agreement with the Purchasers in respect of the Proposed Investment Portfolio Sale, but the acquisition does not proceed to completion at all (i.e. even in part) (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 such agreement.

 

The maximum aggregate amount payable by the Company in respect of Costs and Break Fee, as summarised above, shall not exceed the amount permitted by the Takeover Panel and under The City Code on Takeovers and Mergers.

 

The provisions summarised above are not legally binding save the letter agreements described above relating to Costs and Break Fee, which are legally binding.

 

 



[1] Subject to adjustment for calls and distributions from 31 July 2016 to closing.  At 4 October 2016, this adjustment is an increase of £26 million.

 

[2] £325m cash balances plus other assets less other liabilities as at 4 October 2016 translated at foreign exchange rates on the same date.

 

[3] Based on the Company's estimates of wind down costs (of £33 million (21p per share)) including advisory fees, staff costs, tender offer costs, lease costs, non-utilisation fees, 

liquidation costs and other contingencies.  In addition, £2.5 million is payable to Pomona Capital and Pantheon Ventures with respect to its break fee and costs reimbursement (plus any applicable VAT)

[4] Based on 156,416,473 shares in issue on a fully diluted basis as at 31 July 2016 (as sourced from the Company's interim financial statements for the period to 31 July 2016,

 

adjusted for subsequent buybacks)      

[5] Calculated as the sum of £748m of proceeds from the sale of the investment portfolio; plus £325m of net cash (cash balances plus other assets less other liabilities) as of 4 October

 

2016; plus £26m of net calls and distributions from 31 July 2016 to 4 October 2016 (applying foreign exchange rates at 4 October 2016); less £33m of estimated wind down costs and less the £2.5m break fee payable to Pomona Capital and Pantheon Ventures (numbers rounded but total £1,064m)

[6] Following the publication of special purpose accounts

[7] Calculated by reference to the applicable foreign exchange rates (US dollars and Euros to pounds sterling) as at 30 September 2016.

[8] Subject to adjustment for calls and distributions from 31 July 2016 to closing.  At 4 October 2016, this adjustment is an increase of £26 million.

[9] £326 million cash balances plus other assets less other liabilities as at 4 October 2016 translated at foreign exchange rates on the same date.

[10] Based on the Company's estimates of wind down costs (of £33 million (21p per share)) including advisory fees, staff costs, tender offer costs, lease costs, non-utilisation fees,

 

liquidation costs and other contingencies.  In addition, £2.5 million is payable to Pomona Capital and Pantheon Ventures with respect to its break fee and costs reimbursement (plus any applicable VAT)

[11] Based on 156,416,473 shares in issue on a fully diluted basis as at 31 July 2016 (as sourced from the Company's interim financial statements for the period to 31 July 2016,

 

adjusted for subsequent buybacks)      

[12] Calculated as the sum of £748m of proceeds from the sale of the investment portfolio; plus £326m of net cash (cash balances plus other assets less other liabilities) as of 4 October

 

2016; plus £26m of net calls and distributions from 31 July 2016 to 4 October 2016 (applying foreign exchange rates at 4 October 2016); less £33m of estimated wind down costs and less the £2.5m break fee payable to Pomona Capital and Pantheon Ventures (numbers rounded but total £1,064m)

[13] Following the publication of special purpose accounts

[14] 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

[15] The Company has reached agreement in principle as of 5 October 2016 with certain investment funds managed respectively by Goldman Sachs Asset Management's Alternative

 

Investments & Manager Selection Group and certain investment entities managed by the Canada Pension Plan Investment Board which are described for convenience in this announcement as "Goldman Sachs AIMS Group" and "CPPIB" respectively and in this Appendix as the "Purchasers".

[16] Calculated by reference to foreign exchange rates as at 31 July 2016


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