10.12.2012 19:30:00
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Conversus Announces Results of LP Election Process Relating to the Pending Sale of Portfolio Assets to HarbourVest Structured Solutions II L.P.
Conversus Capital, L.P. (NYSE Euronext Amsterdam: CCAP) ("Conversus") announced the results of the previously announced LP Election process in connection with its pending sale of portfolio assets to HarbourVest Structured Solutions II L.P. ("HSS") under a purchase agreement (the "Purchase Agreement") dated 2 July 2012. In the LP Election Process, valid elections to receive Limited Partnership Interests ("LP Interests") of HSS in lieu of a cash distribution of a pro rata portion of the total purchase price for the transferred portfolio were made in respect of 10,523,014 Conversus common units (the "Elected Common Units") in the aggregate.
Conversus and HSS currently expect that there will be a single closing under the Purchase Agreement that will occur on 31 December 2012. At closing, holders of the Elected Common Units will receive LP Interests representing 16.17% of the outstanding HSS LP Interests. Holders of common units other than Elected Common Units will receive a cash distribution from Conversus. Subject to confirmation from Euronext, Conversus expects the record date for the cash distribution to be on or about 7 January 2013 (ex-distribution date 3 January) and the payment date for the cash distribution to be on or about 14 January 2013. The closing of the transaction contemplated in the Purchase Agreement is subject to certain conditions which must be satisfied or waived for the closing to occur. If the closing does not occur, the related distribution will not be made. The amount of the cash distribution will depend on the final composition of the portfolio sold to HSS and the net portfolio cash flows from 30 April 2012 until 30 November 2012.
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 ability of Conversus to successfully close the sale of all of the applicable fund interests and direct co-investments to HSS and the timing of any such closing and the related distributions; 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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