Publication of Registration Document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the Un ited States, Australia, Canada, Japan or South Africa.

Neither this announcement, nor anything contained herein, nor anything contained in the registration document referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement or in the registration document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Petershill Partners plc (the "Company") and its subsidiaries (the Company and its and its subsidiaries together, "Petershill Partners"), in due course in connection with a possible offer of ordinary shares in Petershill Partners plc and the possible admission of such shares to the premium listing segment of the Official List of the Financial Conduct Authority under Chapter 15 of the Listing Rules and to trading on London Stock Exchange plc's main market for listed securities. A copy of any Prospectus published by the Company will, if published, be available for inspection from the Company's registered office and on the Company's website at www.petershillpartners.com subject to certain access restrictions.

6 September 2021

Petershill Partners

Announcement of Publication of Registration Document

Further to the announcement earlier today relating to the intended publication of a registration document (the "Registration Document") by Petershill Partners and the potential initial public offering being considered by the Company (the "IPO" or the "Offer"), Petershill Partners confirms that the Registration Document has been approved by the FCA and has been published.

The Registration Document is available to view online at www.petershillpartners.com, subject to certain access restrictions.

A copy of the Registration Document will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Terms used but not defined in this announcement have the meaning given in the announcement published by Petershill Partners earlier today.

Enquiries:

Finsbury Glover Hering (Public Relations Adviser to Petershill Partners)

Faeth Birch / Michael Turner / Sam Moodie

[email protected] 

[email protected] 

[email protected] 

+44 (0)207 251 3801

Important legal information

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

The Registration Document, which will be made available to the public in accordance with the Prospectus Regulation Rules of the FCA, has been prepared for the purpose of providing information on the Company and may be combined with a securities note and summary to form a prospectus in accordance with the Prospectus Regulation Rules of the FCA. However, the Registration Document, where not combined with the securities note and summary to form a prospectus does not constitute a prospectus, nor an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company, in any jurisdiction, including in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

This announcement is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, shares to any person in Australia, Canada, Japan, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Any securities referred to herein may not be offered or sold in the United States or to "U.S. persons" (as defined under Regulation S under the US Securities Act) other than to Qualified Institutional Buyers who are also Qualified Purchasers in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The possible Offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There has been and will be no public offer of the Ordinary Shares in Australia, Canada, Japan, South Africa, the United States or elsewhere.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK law by virtue of the EU (Withdrawal) Act 2018 (all such persons together being referred to as "Relevant Persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Company's strategy) as well as assumptions made by the Directors and information currently available to them. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause Petershill Partners' actual financial condition, results of operations, cash flows, liquidity or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. Forward looking statements may and often do differ materially from actual results. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.

Each of the Company, Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International, BNP PARIBAS and UBS AG London Branch and their respective affiliates as defined under Rule 501(b) of Regulation D under the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any subscription or purchase of Ordinary Shares in the possible Offer should be made solely on the basis of information contained in the prospectus expected to be published by the Company in connection with the possible Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the aforementioned prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document referred to herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or any other securities 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 Company may decide not to go ahead with the Offer and there is therefore no guarantee that a final prospectus will be published, that the Offer will be made or that Admission will occur. You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document referred to herein, constitutes a recommendation concerning the possible Offer. The value of the Ordinary Shares could decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the possible Offer for the person concerned. Nothing contained herein constitutes or should be construed as investment, tax, financial, accounting or legal advice or a representation that any investment or strategy is suitable or appropriate to your individual circumstances.

For the purposes of the EU AIFMD the Company will constitute a non-EU alternative investment fund whose AIFM is the Operator (itself an EU AIFM).  Under the EU AIFMD, marketing to any investor domiciled or with a registered office in a Member State of the European Economic Area will be restricted by such laws and no such marketing shall take place except as permitted by such laws. 

For the purposes of the UK AIFMR, the Company will constitute a UK AIF whose alternative investment fund manager (or "AIFM") is the Operator (itself a third country AIFM). Under the UK AIFMR, marketing to any investor domiciled or with a registered office in the United Kingdom will be restricted by such laws and no such marketing shall take place except as permitted by such laws.

Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein. Certain data in this announcement, including financial, statistical and operating information has been rounded. As a result, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages may have been rounded and accordingly may not add up to 100%.

For the avoidance of doubt, the contents of the Company's website or any other website are not incorporated by reference into, and does not form part of, this announcement.

In connection with the withdrawal of the United Kingdom from the European Union, any of the Banks may, at their discretion, undertake their obligations in connection with the potential Offer by any of their affiliates based in the European Economic Area.

None of Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International, BNP PARIBAS, UBS AG London Branch or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to 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 the Company, its subsidiaries or associated companies, 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 Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International, BNP PARIBAS and UBS AG London Branch is acting exclusively for the Company and no one else in connection with the possible Offer. They will not regard any other person as their respective clients in relation to the possible Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Each of J.P. Morgan Securities plc, Goldman Sachs International and Merrill Lynch International is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA. BNP PARIBAS is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Resolution and BNP PARIBAS London branch is authorised by the PRA with deemed permissions under the UK Temporary Permissions Regime. BNP PARIBAS London branch is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the Financial Conduct Authority's website. BNP PARIBAS London Branch is registered in England and Wales under number FC13447. With registered office in the United Kingdom at 10 Harewood Avenue, London NW1 6AA. UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom.