Aberdeen Private Equity bites the dust – Following consultation with Aberdeen Private Equity’s largest shareholders and an extensive process to identify potential purchasers, the board has announced that the company has entered into a sale and purchase agreement (the “SPA”) to sell its entire investment portfolio at a modest premium to its 31 October 2017 valuation, net of associated sale costs.
Background
The board says that, in the course of engagement with the company’s shareholders following the AGM in September, it has become clear that a substantial majority, representing approximately 69% of the issued share capital, no longer wish to remain invested. The board understands that the reasons include variously a change in certain shareholders’ investment objectives, the discount, the company’s size and limited liquidity in its shares.
In order to meet the aspirations of shareholders who wish to realise their shares at the best possible price, the board commissioned Campbell Lutyens, a specialist in the restructuring of private equity portfolios, to ascertain potential secondary market interest for the company’s investment portfolio. Pursuant to that process, proposals were received from a number of interested parties and it was determined that the highest bid was the most attractive option.
Investment portfolio sale and return of capital
The proposed sale is subject to a number of conditions contained within the SPA, including, but not limited to, shareholders approving a change in the company’s investment policy to that of a divestment policy to enable a sale of the entire portfolio to be made. Under the SPA, Aberdeen Standard Investments will enter into a new investment management agreement with the purchaser to manage a portion of the portfolio, which includes the company’s co-investment assets. It is intended that following completion of the sale and the capital return to shareholders, the company will be placed in liquidation.
It is expected that the bulk, if not all, of the proceeds from the sale will be received in one tranche on or soon after 31 March 2018, and it is the Board’s intention to return capital to shareholders as and when proceeds are received. It is estimated currently that the total return to shareholders will be close to net asset value as at 31 October 2017, however the proceeds received from the purchaser and the final shareholder return will be subject to various factors including, but not limited to, foreign exchange fluctuations and liquidation costs.
The company will issue a circular in early 2018 to convene an extraordinary general meeting (“EGM”) to approve, inter alia, the change of investment policy, the mechanism for shareholder returns and to provide further details, including the expected timescale for the return of capital to shareholders. Shareholders representing 69 per cent. of the company have given irrevocable undertakings to vote in favour of the resolutions at the EGM.
APEF : Aberdeen Private Equity bites the dust