Results of Extraordinary General Meeting
Partners Group Private Equity Ltd
07 October 2026
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 AztecFinancialServices(Guernsey)Limitedas Company Secretary.
7 October 2026
Partners Group Private Equity Limited
Results of Extraordinary General Meeting
Partners Group Private Equity Limited("PGPE"or the"Company", formerly known as Princess Private Equity Holdings Limited)is incorporated in Guernsey and has a history dating back to 1999. Since 2007, its shares have been listed on the London Stock Exchange under the ticker PEY (Euro) and PEYS (Sterling).On 8 September 2026, the Company published a circular (the "Circular") setting out a proposal to introduce a dual class share structure (the "Reorganisation Proposal").
On 5 October 2026, the Board of the Company announced that the Reorganisation Proposal would not become effective as more than 40 per cent. of the Ordinary Shares in issue (excluding Ordinary Shares held in treasury) were validly elected for redesignation as Realisation Shares as at the Record Date. Accordingly, the Board announced that it would instead implement the proposal to commence an orderly realisation of the Company's entire investment portfolio (the "Managed Wind-Down Alternative"), subject to Shareholders passing the Managed Wind-Down Resolution at the Extraordinary General Meeting.
The Board of the Company announces that the Resolution put forward at the Extraordinary General Meeting held today, voted on by way of a poll, was passed by Shareholders.
Peter McKellar, Chairman of PGPE, said:
“Today’s vote marks a significant moment for PGPE. Following the level of demand from Shareholders for liquidity, the Board, having consulted with the Investment Manager, believed that an orderly realisation of the entire portfolio represented the most equitable outcome for Shareholders as a whole. We welcome the clear mandate Shareholders have given us today to proceed on that basis.
I would like to thank Shareholders for their engagement throughout this process and for the support they have shown for the Company over many years.
Our focus now, working closely with the Investment Manager, is on overseeing an orderly and disciplined realisation of the portfolio in accordance with the ordinary course business plan for each investment, with a view to optimising value from the Company's investments. From 31 March 2027, the Company expects to return available realisation proceeds to Shareholders on a semi-annual basis, although more frequent returns may be made where circumstances permit.”
The result of the poll was as follows:
|
RES.
|
VOTES FOR (INCLUDING DISCRETIONARY) |
% |
VOTES AGAINST |
% |
VOTES TOTAL |
% ISC REPRESENTED BY TOTAL VOTES CAST(1) |
VOTES WITHHELD(2) |
|
To approve the Managed Wind-Down Alternative, the Managed Wind-Down Objective and Policy and the changes required to be made to the Company's articles of incorporation to implement the Managed Wind-Down Alternative. |
40,898,970 |
99.89 |
46,119 |
0.11 |
40,945,089 |
62.15 |
30,836 |
(1) The number of Ordinary Shares in issue as at the voting record time of 6.00 p.m. on 5 October 2026 (the "Voting Record Time") was 69,151,168. The Company holds 3,272,832 Ordinary Shares in treasury. Therefore, the total voting rights in the Company as at the Voting Record Time were 65,878,336 votes (representing 65,878,336 Ordinary Shares, carrying one vote per Ordinary Share held).
(2) A "vote withheld" is not a vote in law and has not been counted as a vote "for" or "against" the Managed Wind-Down Resolution.
A copy of the Resolution will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.partnersgroupprivateequitylimited.com.
The full terms of the Managed Wind-Down Alternative are detailed in the Circular, and the text of the Resolution can be found in the notice of Extraordinary General Meeting contained in the Circular. The Circular is available for viewing at the National Storage Mechanism which can be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.partnersgroupprivateequitylimited.com.
As previously announced by the Company:
- as the Resolution was passed, the Company’s dividend reinvestment plan ("DRIP") will be terminated and Shareholders who currently participate in the DRIP will receive cash dividends in respect of those participating shares in Euro; and
- the Company’s Sterling trading line under the ticker PEYS will also be terminated with effect from 8 October 2027, following which trading in the Ordinary Shares will be consolidated into the existing Euro trading line under the ticker PEY.
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
For further information please contact:
|
Partners Group Andreea Mateescu +41 41 784 66 73 andreea.mateescu@partnersgroup.com
|
|
Deutsche Numis (Corporate Broker and Financial Adviser) Nathan Brown +44 20 7547 0569 George Shiel +44 20 7547 0367
|
|
J.P. Morgan Cazenove (Corporate Broker and Financial Adviser) William Simmonds +44 20 3493 8000
|
|
|
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 186 billion in investment programs under management in private markets, of which USD 79 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 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 "USInvestment 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 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 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.
The tax treatment of the proposals 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. 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.
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.
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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
ENDRNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.