Standard Life plc
29 August 2007
Standard Life plc
Proposed re-organisation of the private equity business of Standard Life
Investments
Standard Life plc ('Standard Life') announces that it proposes to re-organise
its private equity investment management business by transferring all of the
business currently carried on by Standard Life Investments (Private Equity)
Limited ('SLIPE') to a new limited liability partnership, SL Capital Partners
LLP ('LLP'), of which 40% will be owned by nine members of the current SLIPE
investment management team.
Details on SLIPE
SLIPE is a wholly owned subsidiary of Standard Life Investments Limited. It
provides private equity investment management and ancillary services to a
variety of fund of funds vehicles, structured as limited partnerships, and to
Standard Life European Private Equity Trust PLC ('SLEPET'), an investment trust
listed on the London Stock Exchange in which Standard Life Assurance Limited has
a 50.6% interest. The business has €5.0 billion (£3.4 billion) of assets under
management, of which 72% come from over 140 third-party investors from 24
countries. SLIPE's fund of funds vehicles offer investors access to private
equity fund investments and co-investments (whereby the fund invests alongside
direct investors), predominantly in Europe and in the buy-out segment of the
private equity market.
For the financial year ended 31 December 2006 SLIPE reported audited revenue and
profit before taxation of £22.0 million and £6.6 million respectively and as at
31 December 2006 had gross assets of £11.0 million.
Rationale for the proposed re-organisation
In participating through private equity fund of funds vehicles investors gain
broad exposure to private equity opportunities, diversifying their risk.
Investors make capital commitments to these vehicles for long periods of time
and therefore seek substantial protection to ensure the continuity of the
management team which invests their money, usually in the form of carried
interest, key-man and change of control provisions in the fund.
The re-organisation of Standard Life's private equity management business is
proposed to address the desire of certain existing and potential investors to
ensure continuity of management and a greater alignment of interest between
investors and the management team. The use of a limited liability partnership
will provide flexibility in terms of structure and operations and is consistent
with the structure already employed by other managers in the private equity
industry.
Terms of the proposed re-organisation
The proposed re-organisation would involve the transfer of the business, assets
and liabilities of SLIPE, including the general partner companies associated
with the limited partnerships managed by SLIPE, to the LLP. In exchange for the
transfer of the business, assets and liabilities, SLIPE would retain 100% of the
capital value of the business transferred and be entitled to 60% of the economic
and voting rights in the LLP going forward. The remaining 40% of the economic
and voting rights would be held by nine members of the current SLIPE investment
management team, including the three executive directors of SLIPE, David Currie,
Peter McKellar and Stewart Hay. As part of the re-organisation, the nine members
of the SLIPE investment management team will resign as employees of Standard
Life Investments and become executive members of the LLP. The other 28 employees
involved in the private equity business, all of whom are located in Standard
Life Investments' Edinburgh and Boston offices will become employees of the LLP
or one of its subsidiaries.
The agreement constituting the LLP (the 'LLP Agreement') contains provisions
which, if triggered, would allow the executive members of the LLP to acquire an
additional 13% of the economic and voting rights in the LLP from SLIPE at fair
value. These provisions may only be triggered in certain circumstances
prescribed in the LLP Agreement, following either a disposal of the business of
the LLP outwith the Standard Life group or a change of control of the LLP, SLIPE
or any of its holding companies.
It is anticipated that the re-organisation will become effective and the LLP
will commence trading on or around 1 October 2007. The re-organisation is
subject to the LLP receiving appropriate FSA authorisation, which is pending,
and to completion of all relevant legal formalities.
29 August 2007
Enquiries:
Brian Simmons, Press Office, 0131 245 5935
Gordon Aitken, Investor Relations, 0131 245 6799
This information is provided by RNS
The company news service from the London Stock Exchange
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