Update re. Results of Elections
Partners Group Private Equity Ltd
05 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.
5 October 2026
Partners Group Private Equity Limited
Results of Elections for Realisation Shares
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 tickers 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").
Under the Reorganisation Proposal, Shareholders were entitled to choose to:
- continue their investment in the Ordinary Shares, which would have retained exposure to the Company’s existing investment strategy in all material respects (the "Continuing Ordinary Share Class"); or
- redesignate some or all of their Ordinary Shares as realisation ordinary shares (the "Realisation Shares"), the investment mandate of which would have been to realise existing investments attributable to the Realisation Shares in line with the ordinary course business plan for each investment, return available proceeds to Realisation Shareholders in an orderly manner and not participate in new investments made by the Company (the "Realisation Share Class").
The Board of the Company announces that 48,829,366 Ordinary Shares / 74.12 per cent. of issued Ordinary Shares (excluding Ordinary Shares held in treasury) were validly elected for redesignation as Realisation Shares as at the Record Date.
In accordance with the terms of the Circular, as valid Elections for Realisation Shares have been received in respect of more than 40 per cent. of Ordinary Shares in issue (excluding Ordinary Shares held in treasury), the Maximum Realisation Shares Threshold has been exceeded. Therefore, the Reorganisation Resolution will be withdrawn at the Extraordinary General Meeting and the Managed Wind-Down Resolution will be the only Resolution submitted to Shareholders for approval. If this Resolution is passed by Shareholders, the Board will commence an orderly realisation of the Company's entire investment portfolio. If this Resolution is not passed by Shareholders, the Company will continue to be managed in accordance with its current investment objective and policy, and the Directors will reassess the options available to the Company at that time.
Peter McKellar, Chairman of PGPE, said:
“The election results demonstrate that a significant majority of our Shareholders are seeking a clear path to liquidity. As we set out in the Circular, where demand exceeds the 40 per cent. threshold, the Board, having consulted with the Investment Manager, believes that an orderly realisation of the entire portfolio represents the most equitable outcome for Shareholders as a whole.
The Managed Wind-Down Resolution will therefore be the only Resolution put to Shareholders at the Extraordinary General Meeting on 7 October 2026.”
The full terms of the Managed Wind-Down Alternative are detailed in the Circular and the full text of the Resolutions 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.
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
Key Dates
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2026 |
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Latest time and date for receipt of electronic proxy appointments, CREST voting instructions and Forms of Proxy from Shareholders in respect of the Extraordinary General Meeting |
11.00 a.m. on 5 October |
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Voting Record Date |
6.00 p.m. on 5 October |
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Extraordinary General Meeting |
11.00 a.m. on 7 October |
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Results of the Extraordinary General Meeting published |
7 October |
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Notes: 1. All references to time in this document are to London (UK) time, unless otherwise stated. 2. The timetable set out above and referred to throughout this announcement and any accompanying documents may be subject to change. If any of the above times and/or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service. 3. If the Managed Wind-Down Resolution is passed, the Managed Wind-Down Alternative will take effect from the conclusion of the Extraordinary General Meeting. |
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For further information please contact:
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Partners Group Andreea Mateescu +41 41 784 66 73 andreea.mateescu@partnersgroup.com
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Georgeson (Proxy Solicitation Agent) Nina Atkinson Sara Abbasi
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Deutsche Numis (Corporate Broker and Financial Adviser) Nathan Brown +44 20 7547 0569 George Shiel +44 20 7547 0367
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J.P. Morgan Cazenove (Corporate Broker and Financial Adviser) William Simmonds +44 20 3493 8000
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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 programmes 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.
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