Partners Grp Regulatory News (PEYS)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person responsible for arranging for the release of this announcement on behalf of Partners Group Private Equity Limited is Aztec Financial Services (Guernsey) Limited as Company Secretary.

18 June 2026

Partners Group Private Equity Limited

Proposed Dual Share Class Structure

The Board of Partners Group Private Equity Limited ("PGPE Ltd" or the "Company") today announces a proposal to introduce a dual share class structure designed to provide shareholders with a choice between continued long-term participation in the Company's investment strategy and/or a defined pathway to liquidity over time, with future liquidity events to be effected by reference to the prevailing net asset value ("NAV") at the time, less costs.

The Board believes the proposal will address the structural overhang created by shareholders with differing investment horizons and objectives, which, together with a challenging period for private equity performance, has contributed materially to the persistent discount to NAV at which the Company's shares have been and continue to trade. The proposal is intended to create a more aligned shareholder base, support further narrowing of the discount and enhance the Company's ability to focus on long-term shareholder value creation.

Under the proposal, shareholders will be able to elect for:

· a continuation share class, which will continue to trade in line with the Company's existing investment strategy (the "Continuing Ordinary Shares"); or

· a realisation share class, which will realise existing investments in line with the business plan for each investment and will return available proceeds to shareholders in an orderly manner and will not participate in new investments (the "Realisation Shares").

To ensure that the Continuing Ordinary Shares retain sufficient scale and liquidity to support the existing investment mandate, the aggregate number of Realisation Shares that will be available to be redesignated pursuant to the proposal will be capped at 30 per cent. of the Company's issued share capital. To the extent that aggregate elections exceed this 30 per cent. limit, excess individual elections will be scaled back pro rata. Shares in respect of which no valid election is received will be deemed to have been elected for the Continuing Ordinary Shares.

The Investment Manager has agreed to make a one-off contribution of up to €1.5 million towards the costs associated with the implementation of the proposed dual share class structure, which is expected to cover all of the professional fees to be incurred in connection with the proposal.

Commenting on the proposal, Peter McKellar, Chairman of PGPE Ltd, said:

"Over recent years, the Board has taken significant steps to address the discount to NAV and enhance shareholder value, against a backdrop of challenging market conditions and differing shareholder priorities.

We recognise that our shareholder base today comprises investors with distinct objectives, some committed to the long-term opportunity within the portfolio, and others seeking to realise value in the near term. The Board has carefully considered a range of strategic options to address this dynamic.

The introduction of a dual share class structure represents a pragmatic and deliverable solution within the Board's control: enabling those who wish to exit to do so in an orderly and value-optimising manner, while allowing continuing shareholders to retain exposure to a portfolio with long-term growth potential and an attractive income profile. Accordingly, this proposal demonstrates the Board's commitment to provide shareholders with a clear and flexible choice aligned to their individual investment objectives.

Importantly, this proposal is intended to support a closer alignment between the Company's share price and its NAV over time. By creating a more aligned shareholder base, we believe the Company will be better positioned to focus on performance and unlock greater value for all shareholders."

The Board, together with the Investment Manager and other advisers, has undertaken a comprehensive review of potential strategic options available to the Company and has concluded, at this time, that the proposed dual class share structure represents the most attractive and deliverable option for shareholders. The Board therefore intends to recommend this proposal to shareholders.

The Board will continue to keep the Company's position under review for the benefit of shareholders as a whole, taking into account differing shareholder preferences in respect of near-term value realisation and liquidity, and evolving market conditions. Should a credible alternative become available, the Board will assess it on its merits and independently of the proposed dual share class structure.

A summary of the principal terms of the dual class share structure proposal is set out in Appendix I to this announcement. It is anticipated that full details of this proposal will be set out in documentation to be published by the Company in Q3 2026. This documentation will also convene a general meeting seeking shareholder approval for the proposal. If shareholders grant their approval, it is expected that the proposal will become effective in Q4 2026. Shareholders are not required to take any action at this time.

A shareholder FAQ document addressing key aspects of the proposal will be made available on the Company's website shortly.

For further information please contact:

Background

With a current fund size of EUR 0.8 billion in net assets as of 30 April 2026, PGPE Ltd provides long-term capital appreciation through a diversified global direct private equity portfolio, as well as an attractive yield to investors, which differentiates the Company from many European listed investment companies.

PGPE Ltd has generated 3.0x invested capital for long-term shareholders over nearly 19 years, since its listing on the London Stock Exchange in 2007. While its portfolio remains broadly resilient, performance in recent years has been softer due to the concentration of investments made between 2021 and 2023, following a period of record distributions. These investments now represent around half of the portfolio and, as seen across the wider private equity industry, have faced a more challenging macroeconomic backdrop, compounded by higher entry valuations and capital structures established during a lower interest rate environment. The Company continues to invest in, and benefit from, the attractive private equity vintages seen since 2023, which have already begun compounding returns at strong rates.

Across the listed private equity investment trust sector, persistent discounts and a shrinking investor base have become inherent challenges. For several years, many vehicles have struggled to convert portfolio value into shareholder value, as weak sentiment towards private equity, subdued performance, inability to raise new capital and discount driven arbitrage have kept share prices below NAV.

In this environment, a more structural response is needed, one that gives shareholders greater choice over how they wish to proceed with their investment. PGPE Ltd's Board reached that view and, rather than accept a prolonged disconnect between underlying value and market valuation, concluded that such an approach was required to address the discount and improve shareholder outcomes.

The Board's response has been practical, deliberate, and firmly focused on capital discipline. It has refreshed the members of the Board in order to bring in new perspectives and support innovative solutions; introduced a clear capital allocation framework; and revised PGPE Ltd's management fee structure to better align costs with shareholder interests. These changes have been reinforced by tangible balance sheet action, including a share buyback programme and disciplined capital returns. While the portfolio continues to demonstrate resilience, with most assets delivering profit growth, the persistent discount has led to diverging shareholder preferences: some remain supportive of the Company's long-term strategy and value creation potential, while others seek a clearer path to liquidity.

As outlined in the 2025 Annual Report, the Board and the Company's advisers have undertaken a comprehensive review of the strategic options available. They concluded that, at this time, the most effective solution would be one that allows shareholders to choose between continuing to participate in the existing strategy and pursuing a managed realisation of value over time.

The Board's proposal

To deliver this outcome, the Board is proposing the introduction of a dual share class structure through the redesignation of the existing ordinary shares (the "Redesignation").

The Redesignation will provide shareholders with a clear and flexible choice between:

· the Continuing Ordinary Shares, which will retain pro rata exposure to PGPE Ltd's existing investment strategy and future value creation opportunities; and

· the Realisation Shares, which will follow a realisation strategy, with shareholders receiving cash back progressively over an expected eight-year period and not participating in new investments.

The Company's assets and liabilities will be allocated between the Continuing Ordinary Shares pool and the Realisation Shares pool (capped at 30% of NAV) in proportion to shareholders' elections. Thereafter, the two pools will be managed independently in line with their respective investment strategies.

The Company will apply for the admission of the Realisation Shares to be listed on the FCA's Official List and traded on the main market of the London Stock Exchange (the "Main Market"). The Continuing Ordinary Shares and the Realisation Shares will therefore trade as two separate lines of stock on the Main Market. Both the Continuing Ordinary Shares and Realisation Shares will be quoted in EUR only.

A summary of the principal terms of the proposal and the mandates of the two share classes is set out in Appendix I to this announcement. Full details of the proposal will be set out in documentation to be published by the Company in Q3 2026.

The Realisation Shares

The investment objective for the Realisation Shares will be to achieve an orderly realisation of the assets in the Realisation Share pool, seeking to optimise, rather than necessarily maximise, their value while progressively returning cash to shareholders. Follow-on investments will be permitted but no new investments will be made.

The mandate will assume that realisations are carried out in line with the business plan for each asset. However, the Investment Manager will retain discretion to pursue proactive or opportunistic realisations (through the secondaries market or corporate activity), where this is consistent with optimising value whilst not being detrimental to the value of the Continuing Ordinary Shares pool.

The Realisation Shares will remain listed, providing ongoing liquidity for holders.

Insofar as is practicable, the dividend policy and target in respect of the Realisation Shares shall be the same as that of the Continuing Ordinary Shares (subject to there continuing to be sufficient liquidity in, and cash flows from, the assets within the Realisation Shares pool to facilitate that level of dividend as the Realisation Shares pool is run off over time).

It is currently expected that realisation proceeds will be returned through a redemption mechanism referenced to the prevailing NAV per Realisation Share, less costs, recognising that actual realisation values will depend on the timing and outcome of asset disposals. The Company intends to undertake redemptions on a semi-annual basis, with flexibility for the Company to make more frequent returns where appropriate.

The Board and the Investment Manager have agreed a 25 bps reduction in the annual base management fees applicable to the Realisation Shares to 125 bps. Management fees will, therefore, continue to fall as cash is returned to shareholders. The incentive fee arrangements applicable to the Realisation Shares will remain unchanged from those set out in the existing management agreement and will be calculated by reference to, and levied solely against, the Realisation Share pool.

To avoid the inefficiencies associated with a small residual pool of Realisation Shares, the Directors will have a right to exercise a mandatory conversion of the rump of Realisation Shares into Continuing Ordinary Shares, from the earlier of (i) the NAV of the Realisation Shares falling below €25 million; or (ii) the date that is 8 years from the proposal becoming effective.

The Continuing Ordinary Shares

The investment objective and policy of the Continuing Ordinary Shares will remain unchanged from those of PGPE Ltd today. The Investment Manager will continue to reinvest realisation proceeds and make new investments in line with the existing investment policy.

The Continuing Ordinary Shares will offer continued exposure to a diversified portfolio of private equity investments, the potential for long-term capital growth, and a clear dividend policy of 5% of the previous year-end NAV, currently implying a yield of approximately 8%.

Shareholders will retain access to leading middle-market businesses that are typically unavailable in broader public markets. The Company has sufficient liquidity to deploy capital into attractive post-2023 vintages already delivering strong returns. The Partners Group platform is well positioned to capture relative value across its four core sectors - Services, Goods & Products, Technology, and Health & Life - and regions, with recent vintages benefiting from lower entry multiples and generating double-digit EBITDA growth.

The annual base management fee and incentive fee for the Continuing Ordinary Shares will remain unchanged.

Next steps

A summary of the principal terms of the proposal is set out in Appendix I to this announcement. Full details of the proposal will be set out in documentation to be published by the Company in Q3 2026. The documentation will also convene a general meeting to seek shareholder approval of the proposal. If such approval is granted, it is expected that the proposal will become effective in Q4 2026.

A shareholder FAQ document addressing key aspects of the proposal will be made available on the Company's website shortly.

Shareholders are not required to take any action at this time.

Appendix I: Summary of expected principal terms of the Redesignation

The principal terms of the Redesignation are expected to be as follows:

About Partners Group Private Equity Limited

PGPE Ltd is an investment holding company founded in 1999 and domiciled in Guernsey. It invests in private equity direct investments. PGPE Ltd is managed in its investment activities by Partners Group, one of the largest firms in the global private markets industry, with USD 185 billion in investment programmes under management in private markets, of which USD 86 billion is in private equity. Partners Group itself is listed on the Swiss Stock Exchange (ticker: PGHN). PGPE Ltd aims to provide shareholders with long-term capital growth and an attractive dividend yield. PGPE Ltd is traded on the Main Market of the London Stock Exchange (ticker: PEY for the Euro quote; PEYS for the Sterling quote).

Registered Number: 35241 LEI: 54930038LU8RDPFFVJ57

Important Information

This announcement does not constitute an offer or solicitation to acquire or sell any securities in the Company. This announcement is not for distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, New Zealand, the Republic of South Africa, any member state of the European Economic Area ("EEA") or any other jurisdiction in which its distribution may be unlawful. This announcement is not an offer of securities for sale into the United States or elsewhere. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "US Investment Company Act", and investors are not entitled to the benefits of the US Investment Company Act. There has not been and there will be no public offering of the Company's securities in the United States.

The final terms of the Redesignation will be detailed in documentation to be published in due course, and those final terms may be different to those described in this announcement. The Redesignation will be subject to certain conditions, which if not satisfied or waived, will mean that the Redesignation will not proceed.

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposal referred to herein are subject to revision and amendment.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Any shareholder action required in connection with the Redesignation will only be set out in documents sent to or made available to shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

The tax treatment of the proposal for shareholders will depend on their particular circumstances and all shareholders are strongly advised to seek their own independent tax advice, noting that nothing in this announcement constitutes tax advice.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Except to the extent otherwise required by applicable law, the Company is not under any obligation to update any of the forward-looking statements contained in this announcement or any other forward-looking statements they may respectively make.

Nothing contained in this announcement constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to individual circumstances; or (iii) a personal recommendation.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of the companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21 Moorfields, London EC2Y 9DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Numis is authorised by the Prudential Regulation Authority of the Bank of England (the "PRA"). It is subject to regulation by the Financial Conduct Authority (the "FCA") and limited regulation by the PRA.

Deutsche Bank AG, London Branch (trading for these purposes as Deutsche Numis) ("Deutsche Numis"), is acting exclusively for the Company and no one else in connection with the proposal and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to the proposal, the contents of this announcement and the accompanying documents or any other matter referred to herein or therein. Neither Deutsche Numis nor any of its group undertakings or affiliates (nor any of its or their respective directors, officers, employees or agents) 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 Deutsche Numis in connection with this document, any matter referred to herein or otherwise. No representation or warranty, express or implied, is made by Deutsche Numis as to the contents of this document.

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is exclusively advising the Company and is not advising any other person or treating any other person as its client in relation to the proposal, or the matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove nor for providing advice in relation to the proposal or the matters referred to in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which J.P. Morgan Cazenove may have under FSMA or the regulatory regime established thereunder.

The Company, nor any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of the Company, Deutsche Numis and J.P.Morgan Cazenove, and each of their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.