Conversus Capital, L.P. (NYSE Euronext Amsterdam: CCAP) ("Conversus") announces the termination and withdrawal of the offer to purchase a portion of its outstanding units (the "Tender Offer") that was announced on 18 July 2011 and announces that unit repurchases will resume under its Liquidity Enhancement Agreement (the "Agreement") with The Royal Bank of Scotland effective 15 August 2011. Unit repurchases under the Agreement were suspended at the start of the tender offer on 18 July 2011.
As described in the Tender Offer document dated 18 July, the Tender Offer is subject to termination in the event of a decline in excess of 10% of either the Dow Jones Industrial Average ("DJIA") or the Standard & Poor´s Index of 500 Industrial Companies ("S&P 500"), or a decline in the market price of Conversus´ common units by an amount in excess of 5%, in each case, measured from the close of business on 17 July. As of the close of business on 10 August, the DJIA had declined by 14% and the S&P 500 Index had declined by 15%. As of the close of business on 11 August, the market price of Conversus´ common units had declined by 7%. In all cases, declines are from the levels prevailing as of 17 July. Any units that have been tendered pursuant to the Tender Offer will be returned promptly to the tendering holders.
Conversus also announces that in light of current market conditions, the levels at which its units are currently trading compared to net asset value, as well as ongoing discussions with unit holders concerning its investment policy, Conversus Asset Management, LLC ("CAM"), which sets the investment strategy for Conversus pursuant to a services agreement, has begun a review to consider whether any changes should be made to the investment policy. In the event a decision is made to change the investment policy, that decision will be announced in a future press release or other appropriate manner.
Conversus remains committed to closing the trading discount on its units. Conversus´ liquidity position remains strong, and future returns of capital, including tender offers or other repurchases of its units, are likely. The termination of the tender offer and review of its investment policy are not expected to impact Conversus´ quarterly distribution policy which was announced on 30 June.
The Royal Bank of Scotland N.V. is acting as Direct Common Unit Tender Agent and BNY Mellon Shareowner Services is acting as RDU Tender Agent and RDU Information Agent for the Tender Offer.
About Conversus Capital
Conversus is a permanent capital vehicle and the largest publicly traded portfolio of third party private equity funds. Conversus´ objective is to provide unit holders with immediate exposure to a diversified portfolio of private equity assets, access to best-in-class general partners and consistent NAV growth that outperforms the public markets. CAM, an independent asset manager, implements Conversus´ investment policies and carries out the day to day operations of Conversus pursuant to a services agreement. CAM leverages the platforms of Bank of America and Oak Hill Investment Management, its primary owners.
Legal Disclaimers
These materials do not constitute a prospectus or an offer within the meaning of article 3 of the Prospectus Directive (Directive 2003/71/EC). These materials have not been submitted to nor approved by any regulatory body.
These materials are not an offer to sell, or a solicitation of an offer to buy, securities in the United States or elsewhere. Securities may not be sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Conversus is not a registered investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and the resale of Conversus securities in the United States or to U.S. persons other than to qualified purchasers as defined in the Investment Company Act is prohibited. Conversus does not intend to register any offering in the United States or to conduct a public offering of its securities in the United States.
Conversus is an authorised closed-ended investment scheme for Guernsey regulatory purposes. Conversus is registered with the Netherlands Authority for the Financial Markets as a collective investment scheme which may offer participations in the Netherlands pursuant to article 2:66 of the Financial Market Supervision Act (Wet op het financieel toezicht).
None of RBS Hoare Govett Limited ("RBS Hoare Govett"), The Royal Bank of Scotland N.V. ("RBS"), The Bank of New York Mellon, CAM or any of their respective affiliates or any of their respective directors, officers or employees or any other person accepts any responsibility or liability for (and no representation, warranty or assurance of any kind, express or implied, is or will be made as to or in relation to) the accuracy or completeness of these materials or any other written or oral information made available or publicly available in relation to the tender offer.
RBS Hoare Govett, which is authorised and regulated in the United Kingdom by the Financial Services Authority, and RBS, which is authorised and regulated by the Netherlands Authority for the Financial Markets (Autoriteit financiële markten) and the Dutch Central Bank (De Nederlandsche Bank), is acting exclusively for Conversus and for no-one else in connection with the tender offer and will not be responsible to anyone other than Conversus for providing protections afforded to clients of RBS Hoare Govett and RBS or for providing advice in relation to the tender offer or any other matters referred to in these materials.
The common units and related restricted depositary units of Conversus are subject to a number of ownership and transfer restrictions. Information concerning these ownership and transfer restrictions is included in the Investor Relations section of Conversus´ website at www.conversus.com.
Forward-Looking Statements
These materials contain 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 these materials 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: our ability to implement successful investment strategies; risks associated with private equity investments generally, the performance and financial condition of the funds in our portfolio and their portfolio companies, and the actual realized value of investments; the size, volume and timing of capital calls, distributions and other transactions involving our investments; changes in our relationship with CAM and its relationships; potential conflicts of interest; potential future changes in our investment policy in response to market conditions or other factors, changes in our financial condition, liquidity (including availability and cost of capital), cash flows and ability to meet our funding needs and satisfy our 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 our common units; competitive conditions; regulatory and legislative developments; and the risks, uncertainties and other factors discussed elsewhere in these materials or in our public filings and documents on our website (www.conversus.com). Conversus does not undertake to update any of these forward-looking statements. Past performance is not necessarily indicative of future results.