Princess Priv E Regulatory News (PEY)

News Release

Guernsey, 28 July 2020

Princess Private Equity Holding Limited ("Princess" or "the Company") announces it has entered into a new Investment Management Agreement ("the new IMA") with Partners Group AG ("the Investment Manager") with effect from 1 July 2020. The agreement replaces the previous agreement (the "Original IMA") with Princess Management Limited ("PML"), a wholly owned subsidiary of Partners Group AG, under which PML had engaged Partners Group to provide investment services to the Company under a separate investment advisory agreement.

The key terms of the new IMA are as follows:

Management fees: In consideration of the investment services provided by the Investment Manager, the company shall pay to the Investment Manager a management fee equal to 0.375% per quarter of the Private Equity Asset Value, being the higher of (i) the Company's net asset value and (ii) the value of the Company's assets less any temporary investments made for the purposes of liquidity management, plus the amount of unfunded commitments.

In order to achieve its investment objective the Company may make commitments to investment programs or other pooling vehicles (collectively "Pooling Vehicles") managed by the Investment Manager or its affiliates. For the purposes of calculating the value of the Company's assets and unfunded commitments, the Company's pro rata share of investments and commitments made by such Pooling Vehicles is included, but the Company's commitments to invest in such Pooling Vehicles are excluded.

The rate of 0.375% per quarter remains unchanged compared to the Original IMA. However, the definition of Private Equity Asset Value excludes two items which were included under the Original IMA, thereby reducing the Management fees that would have been payable by the Company under the Original IMA:

i)  Unfunded commitments in respect of Primary and Secondary investments are excluded.

ii) For the purposes of liquidity management, the Company may invest in the open-ended Partners Group Global Senior Loan Master Fund SICAV managed by the Investment Manager. Under the New IMA, investments in the Partners Group Global Senior Loan Master Fund are excluded from the definition of Private Equity Asset Value. Instead, they incur a lower effective management fee of 0.6% per annum.

Incentive fees: Incentive fees remain unchanged compared to the Original IMA. For Direct and Secondary investments, the Investment Advisor shall receive 15% and 10% per Direct and Secondary investment respectively, whether or not such investments are made through a Pooling Vehicle, subject in each case to an 8% preferred return for the Company.

For the avoidance of doubt, no second layer of Management or Incentive fees is payable by the Company in respect of any commitments to Pooling Vehicles managed by the Investment Manager or its affiliates.

Termination: The agreement will remain in effect for an initial term of two calendar years (the "Initial Term"), and thereupon may be terminated by either party at the end of the Initial Term and each calendar year thereafter upon two years' prior written notice by either party. The existing term of the Original IMA automatically renews every ten years, with a three-year notice period.

Richard Battey, Chairman, comments "Following a review by the Company's Management Engagement Committee, the Board is pleased to have agreed a new Investment Management Agreement on improved terms, which it believes is aligned with the interests of shareholders. Partners Group, the Investment Manager, is a well-established investor in private equity with a global team of over 100 direct private equity professionals including local investment teams, in-house operators and Industry Value Creation specialists who bring significant sector experience and help to create value in portfolio companies. An investment in the Company enables shareholders to invest alongside the Investment Manager's institutional clients and to access a global portfolio of leading private companies that would otherwise not be accessible to investors in public equity markets."

Ends.

About Princess

Princess is an investment holding company founded in 1999 and domiciled in Guernsey. It invests, inter alia, in private equity and private debt investments. Princess is advised in its investment activities by Partners Group, a global private markets investment management firm with EUR 96 billion in investment programs under management in private equity, private debt, private real estate and private infrastructure. Princess aims to provide shareholders with long-term capital growth and an attractive dividend yield. Princess is traded on the Main Market of the London Stock Exchange (ticker: PEY for the Euro Quote; PEYS for the Sterling Quote).

Contacts

Princess Private Equity Holding Limited:

princess@partnersgroup.com

www.princess-privateequity.net

Registered Number: 35241

LEI: 54930038LU8RDPFFVJ57

Investor relations contact

George Crowe

Phone: +44 (0)20 7575 2771

Email: george.crowe@partnersgroup.com

Media relations contact

Jenny Blinch

Phone: +44 207 575 2571

Email: jenny.blinch@partnersgroup.com

www.partnersgroup.com

This document does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities and neither is it intended to be an investment advertisement or sales instrument of Princess. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes must inform themselves about, and observe any such restrictions on the distribution of this document. In particular, this document and the information contained therein are not for distribution or publication, neither directly nor indirectly, in or into the United States of America, Canada, Australia or Japan.

This document may have been prepared using financial information contained in the books and records of the product described herein as of the reporting date. This information is believed to be accurate but has not been audited by any third party. This document may describe past performance, which may not be indicative of future results. No liability is accepted for any actions taken on the basis of the information provided in this document. Neither the contents of Princess' website nor the contents of any website accessible from hyperlinks on Princess' website (or any other website) is incorporated into, or forms part of, this announcement.