ELTA.L Regulatory News (ELTA)

Electra Private Equity PLC

8 November 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND AND SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

Electra Private Equity PLC

PROPOSED RETURN OF UP TO £200 MILLION TO SHAREHOLDERS BY WAY OF A TENDER OFFER

London 8 November 2016

Electra Private Equity PLC (the "Company") hereby announces that it intends to make a return of capital of up to £200 million to shareholders by way of a tender offer by Morgan Stanley & Co. International plc ("Morgan Stanley") acting as principal (the "Tender Offer").

A circular dated 8 November 2016 (the "Circular"), containing the full terms and conditions of the Tender Offer, including instructions to Qualifying Shareholders on how to tender their Ordinary Shares, together with a Tender Form and details of a General Meeting to be held on 2 December 2016 at which approval for the Tender Offer will be sought, will be posted to Qualifying Shareholders today.

The Circular has been submitted to the National Storage Mechanism and will shortly be available for public inspection at www.morningstar.co.uk/uk/NSM.

A copy of the Circular is now available to view on the Company's website at www.electraequity.com.

Background

Following the announcement of the Company's strategic review (the "Review") on 25 January 2016 and the giving by the Company of notice of termination of its Management and Investment Guideline Agreement (the "MIG") with Electra Partners on 26 May 2016, the Company has continued to realise cash through asset realisations, but has reduced reinvestment pending the outcome of the Review. The outcome of Phase I of the Review and the intention to undertake the proposed Tender Offer were announced on 14 October 2016.

The principal outcome of Phase I of the Review was that the Company intends to migrate to a corporate structure and cease to be a fund. The Company is developing internal resources to assume all operating and investment activities from 1 June 2017. As a result of ongoing restrictions under the MIG, the Company is unable to evaluate its portfolio fully until after the termination of the MIG takes effect on 1 June 2017, or earlier should Electra Partners agree to grant the Company access to the portfolio companies' financial information and management teams.

In the period since 31 March 2016 the Company has made a number of asset realisations that have had the effect of increasing both the Company's net asset value and its cash balance. Full details of these items will be reflected in the Group's audited results for its financial year ended 30 September 2016 (the "Group's 2016 Results"), which are due to be announced on 9 December 2016. 

The Company's board of directors (the "Board") believes that the cash accumulated through the recent asset realisations could have a negative impact on continued growth in net asset value per Ordinary Share and does not provide the most efficient capital structure for the Company. Within its existing investment policy the Company is able to manage the potential negative impact on growth in net asset value by undertaking share buy-backs and implementing the Tender Offer.

The repurchase of Ordinary Shares following the Tender Offer will be financed from the Company's existing resources. As of 30 September 2016, the Company's cash balance was in excess of £650 million. Accordingly, following a return of capital of up to £200 million, the Company would remain in a net cash position with a strong balance sheet. 

The Board will not treat sums paid to Shareholders through the Tender Offer as forming part of the targeted 3% of the Company's net asset value which they aim to pay to Shareholders each year by way of cash dividend or share buybacks.

Reasons for implementing the Tender Offer

The Company has considered several options for returning value to Shareholders. For the purpose of this return of up to £200 million, the Board decided to implement a tender offer because it believes this process benefits both Shareholders and the Company. In particular the Tender Offer:

· provides Shareholders with the choice of whether or not they wish to tender all or part of their Ordinary Shares;

· is available to Shareholders irrespective of the size of their shareholdings;

· enables Shareholders who do not wish to receive cash at this time to maintain their full investment in the Company; and

· enables the Company to facilitate the repurchase in a single transaction.

The return of excess cash by the Company to Shareholders should also reduce the negative impact of holding this cash on growth in net asset value per Ordinary Share.

The Tender Offer

It is proposed that up to 4,651,162 Ordinary Shares (representing approximately 11.55% of the Issued Ordinary Share Capital) should be purchased under the Tender Offer, for a maximum aggregate cash consideration of £200 million. Qualifying Shareholders will be able to tender their Ordinary Shares within the range of prices from 4,300 pence to 4,650 pence per Ordinary Share inclusive (the "Price Range"). 4,300 pence per Ordinary Share represents a discount of 2.7%, and 4,650 pence per Ordinary Share represents a premium of 5.3%, to the closing price per Ordinary Share of 4,418 pence on 7 November 2016 (being the latest practicable date prior to publication of the Circular).

Qualifying Shareholders will be entitled to tender some or all of their Ordinary Shares to be purchased by Morgan Stanley (acting as principal). Qualifying Shareholders may tender their Ordinary Shares for sale at a price (or prices) within the Price Range. Subject to satisfaction of the Tender Conditions, Morgan Stanley will purchase all Ordinary Shares validly tendered under the Tender Offer at a single price per Ordinary Share (the "Strike Price"), which will be determined at the end of the Tender Offer period in accordance with the mechanism set out below. 

The Strike Price will be the lowest price per Ordinary Share in the Price Range that will allow Morgan Stanley to purchase the maximum number of Ordinary Shares for a total cost not exceeding £200 million (or, if less, the net asset value per Ordinary Share as shown by the Group's 2016 Results).

The Tender Offer is being made available to Qualifying Shareholders who are on the Register at 6.00 p.m. on 21 December 2016.

The Tender Offer is to be effected by Morgan Stanley (acting as principal) purchasing Ordinary Shares from Qualifying Shareholders. Morgan Stanley, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such Ordinary Shares at the Strike Price under a tender offer and option agreement (the "Tender Offer and Option Agreement"). All Ordinary Shares purchased by the Company from Morgan Stanley in connection with the Tender Offer will be cancelled.

Rule 9 Waiver

Edward Bramson, a director of the Company, is a managing member of Sherborne Investors Management LP. He, together with other parties associated with Sherborne Investors Management LP and Ian Brindle, another director of the Company, (together the "Sherborne Parties") are viewed as acting in concert for the purposes of the Takeover Code. The Sherborne Parties are interested in 28.38% of the Company's issued share capital. They reserve the right to participate in the Tender Offer but their shareholding in the Company could potentially increase as a result of the implementation of the Tender Offer. If they do not participate, their holding could increase to 32.08%, should the Tender Offer be taken up in full by Shareholders at the Minimum Price.

Consequently, the Company has applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit the Tender Offer to occur without triggering an obligation on the part of the Sherborne Parties to make a general offer to Shareholders. The Panel has agreed, subject to the approval of shareholders (other than the Sherborne Parties) by ordinary resolution on a poll vote, to waive the requirement for the Sherborne Parties to make a general offer to all Shareholders (the "Waiver").

Circumstances in which the Tender Offer may not proceed

The Tender Offer is conditional on, among other things, the passing of the resolutions set out in the Notice of General Meeting which is contained in the Circular.

The Board has reserved the right, at any time prior to the announcement of the results of the Tender Offer, to require Morgan Stanley not to proceed with the Tender Offer if it concludes that the implementation of the Tender Offer is no longer in the interests of the Company and/or Shareholders as a whole. The Board has also reserved the right, at any time prior to the announcement of the results of the Tender Offer, with the prior consent of HSBC Bank plc ("HSBC") and Morgan Stanley, to revise the aggregate value of the Tender Offer, or to extend the period during which the Tender Offer is open, based on market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements. An appropriate announcement will be made if the Board elects to exercise any of these rights and/or the Tender Offer does not proceed.

General Meeting

A General Meeting is being convened for 9.00 a.m. on 2 December 2016 to consider and, if thought fit, pass the resolutions to approve the Waiver and approve the Tender Offer as set out in full in the Notice of General Meeting at the end of the Circular. Full details of the Tender Offer timetable, mechanics and settlement procedure are set out in the Circular and this announcement should be read in conjunction with the Circular.

Expected Transaction Timeline 

The dates and times given are based on the Company's current expectation and may be subject to change. Any changes to the expected timetable will be announced via a Regulatory Information Service.

Recommendation

The Board is making no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not Qualifying Shareholders decide to tender all or any of their Ordinary Shares will depend, among other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders are recommended to consult their duly authorised independent advisers and make their own decision.

Shareholder helpline

If Shareholders have any questions about the procedure for tendering Ordinary Shares or making a TTE Instruction or want help filling in the Tender Form, they should telephone the Shareholder Helpline on 0333 207 6514 or on +44 121 415 0993 (if calling from outside the UK). Lines are open from between 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays) and will remain open up to and including 13 January 2017. Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that Equiniti Limited cannot provide advice on the merits of the proposals described in the Circular nor give financial, tax, investment or legal advice.

Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Circular.

This announcement contains inside information.

For further information, please contact:

HSBC Bank plc

Simon Alexander

Alex Thomas

Thomas Pinks

Tel +44 20 7991 8888

Morgan Stanley

Andrew Foster

Sam McLennan

Richard Brown

Tel: +44 20 7425 8000

Brunswick Group LLP

Gill Ackers/Kim Fletcher

Electra@brunswickgroup.com

Tel: +44 20 7404 5959

Gavin Manson

Chief Financial Officer

Electra Private Equity PLC

Overseas shareholders

The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should read paragraph 8 of Part IV of the Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The Tender Offer is made only pursuant to the Circular and the related Tender Form with respect to the Ordinary Shares. The Tender Offer is not being made to holders of Ordinary Shares residing in any jurisdiction in which the making of the Tender Offer would not be in compliance with the laws of that jurisdiction.

Accordingly, unless otherwise determined by HSBC and Morgan Stanley and permitted by applicable law and regulation, neither the Circular nor the accompanying Tender Form and/or any related document is being, nor may it be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction where the mailing of the Circular or the accompanying documents into or inside such jurisdiction would constitute a violation of the laws of such jurisdiction (each a "Restricted Jurisdiction"). Persons receiving the Circular, the Tender Form and/or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from a Restricted Jurisdiction, as to do so may invalidate any purported acceptance of the Tender Offer. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward the Circular, the accompanying Tender Form and/or any related document to any jurisdiction outside the United Kingdom, should seek appropriate advice before taking any action.

The Company, certain affiliated companies, the nominees or brokers (acting as agents), including HSBC and Morgan Stanley may, and intend to, make certain purchases of, or arrangements to purchase, Ordinary Shares outside the Tender Offer during the period in which the Tender Offer remains open for acceptance. Such purchases or arrangements to purchase will be made outside the United States and will comply with applicable law. Information regarding such purchases will be disclosed in the United States on the Company's website to the extent that such information is made public in the United Kingdom. The Tender Offer is being made in the United States by Morgan Stanley & Co. LLC, acting as nominee for Morgan Stanley and no one else.

General

HSBC and Morgan Stanley, each of whom is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority, are acting for the Company and no one else in connection with the Tender Offer and the Rule 9 Waiver Resolution and HSBC and Morgan Stanley, their affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice in connection with the Tender Offer, the Waiver or any other matters or arrangements referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on HSBC and Morgan Stanley by the Financial and Services Markets Act 2000, the Financial Services Act 2012 or the regulatory regimes established thereunder, neither HSBC nor Morgan Stanley accepts any responsibility or liability whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Tender Offer, the Waiver or the Circular. Each of HSBC and Morgan Stanley, their affiliates and their respective directors, officers, employees and agents accordingly disclaims all and any responsibility, or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

This announcement contains (or may contain) certain forward-looking statements with respect to the Company's current expectations and projections about future events. These statements, which sometimes use, but are not limited to, words such as 'anticipate', 'believe', 'intend', 'estimate', 'expect' and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor HSBC nor Morgan Stanley assumes any responsibility or obligation to update publicly or review any of the forward looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

The Tender Offer relates to securities of a non-US company that is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. The Circular has been prepared in accordance with UK style and practice for the purpose of complying with English law and the Listing Rules. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be made in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act, as exempted by Rule 14d-1(d) thereunder. US Shareholders should note that the Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

To the extent permitted by applicable law and in accordance with normal UK practice, the Company, HSBC, Morgan Stanley, or any of their affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Ordinary Shares effected by HSBC and Morgan Stanley acting as market makers in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the Listing Rules, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com.

The Tender Offer has not been approved by the SEC or by the securities regulatory authority of any state or of any other United States jurisdiction, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

END