31.12.2012 15:15:00

Conversus Announces Closing of Sale of Portfolio Assets to HarbourVest Structured Solutions II L.P. and Declares Related Unit Holder Distribution

Conversus Capital, L.P. (NYSE Euronext Amsterdam: CCAP) ("Conversus") announced the closing of the sale of the Conversus entities that hold Conversus’ portfolio of private equity fund interests and direct co-investments to HarbourVest Structured Solutions II L.P. ("HSS”). Pursuant to the Purchase Agreement between HSS and Conversus, HSS agreed to acquire Conversus’ private equity fund interests and direct co-investments for $1,439.1 million, as adjusted for capital calls and distributions subsequent to 30 April 2012 and through 30 November 2012. Based upon capital calls of $59.4 million and distributions of $252.3 million during that period, the final adjusted purchase price as of 31 December was $1,243.8 million, or $19.11 per unit. One private equity fund, having an estimated value of $2.4 million as of 30 April, has been excluded from the sale to HSS due to a right of first refusal that was exercised by a third party.

Unit Holder Distribution

Conversus declared a cash distribution of the cash proceeds from the HSS transaction of $19.11 per unit. This distribution will be payable on or about 14 January 2013 to unit holders of record as of 7 January 2013, other than those who made valid elections to receive Limited Partnership Interests of HSS. Unit holders that made valid elections to receive Limited Partnership Interests of HSS received distributions of such Limited Partnership Interests at the closing.

Future distributions to unit holders will be based on expected net cash flow of Conversus and appropriate cash reserves based on the circumstances prevailing at the time. No assurances can be given as to exactly when unit holder distributions will be paid or the amount of the distributions.

Net Asset Value Estimate

As of 31 December, after giving effect to the closing of the sale to HSS and the declaration of the related distribution, Conversus had cash and investments of $1,176.8 million, unit holder distributions payable of $1,042.7 million and accrued liquidation expense liabilities of $28.7 million, resulting in an estimated NAV of $105.4 million, or $1.62 per unit.

Conversus will publish its audited NAV as of 31 December in its annual financial report to be filed by 31 March 2013. The audited NAV could vary significantly from the amount reported today.

About Conversus Capital

Conversus is a publicly traded limited partnership based in Guernsey. On completion of its global initial public offering in July 2007, Conversus purchased a portfolio of high quality, seasoned private equity fund interests. In December 2012, Conversus completed the sale of its private equity portfolio. Currently in liquidation, Conversus is focused on returning its remaining capital to unit holders.

Legal Disclaimer

This press release is not an offer to sell, or a solicitation of an offer to buy, securities in the United States or elsewhere. The securities of Conversus and HSS have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements thereunder. No public offering of the securities of Conversus or HSS will be made in the United States and HSS does not intend to register any part of the offering of LP Interests in the United States.

Neither Conversus nor HSS is a registered investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act”). The LP Election was not made available in the United States or to U.S. Persons other than to qualified purchasers as defined in the Investment Company Act, and the resale of Conversus or HSS securities in the United States or to U.S. persons other than to such persons is prohibited and subject to other restrictions on transfer.

This announcement does not constitute a prospectus or an offer within the meaning of article 3 of the Prospectus Directive (Directive 2003/71/EC as amended by Directive 2010/73/EU). This announcement has not been approved by any regulatory body.

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of an LP Election in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The release, publication or distribution of this announcement in or into jurisdictions other than the Netherlands, the United Kingdom, or Guernsey may be restricted by law and therefore any persons who are subject to the law of such other jurisdictions should inform themselves about, and observe, any applicable restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not intended to be and should not be released, published or distributed in any jurisdiction where such release, publication or distribution would be unlawful. To the fullest extent permitted by law, the companies and persons involved in the LP Election disclaim any responsibility or liability for the violation of such restrictions by any person.

Each of Conversus and HSS is an authorised closed-ended investment scheme for Guernsey regulatory purposes. Conversus and HSS each are registered with the Netherlands Authority for the Financial Markets as a collective investment scheme which may offer participation rights in the Netherlands pursuant to article 2:66 of the Financial Market Supervision Act (Wet op het financieel toezicht). Past performance is not necessarily indicative of future results.

Forward-Looking Statements

This press release contains certain forward-looking statements. In some cases, forward-looking statements can be identified by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "should," "will," and "would," or the negative of those terms or other comparable terminology. Forward-looking statements speak only as of the date of this press release and include statements relating to expectations, beliefs, forecasts, projections (which may include statements regarding future economic performance, and the financial condition, results of operations, liquidity, cash flows, investments, business, net asset value and prospects of Conversus), future plans and strategies and anticipated results thereof, anticipated events or trends and similar matters that are not historical facts. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements including, but not limited to, the following: the actual level of the operating costs of Conversus relative to the estimates used to accrue the liquidation expenses of Conversus; the ability of Conversus to implement successful investment strategies; risks associated with private equity investments generally, the performance and financial condition of the funds in the portfolio of Conversus and their portfolio companies, and the actual realized value of investments; the size, volume and timing of capital calls, distributions and other transactions involving the investments of Conversus; potential conflicts of interest; changes in the financial condition, liquidity (including availability and cost of capital), cash flows and ability of Conversus to meet its funding needs and satisfy its contractual obligations; general economic and political conditions and conditions in the equity, debt, credit, currency, foreign exchange and private equity markets; the trading price, liquidity and volatility, of the Conversus common units; competitive conditions; regulatory and legislative developments, the timing and amount of any distributions made in respect of the common units, the timing and terms of any potential liquidation and the risks, uncertainties and other factors discussed elsewhere in these materials or in the other public filings and documents on the website of Conversus (www.conversus.com). Conversus does not undertake to update any of these forward-looking statements.

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