Acquisition

Bear Stearns Private Equity Limited
18 February 2008



Company      Bear Stearns Private Equity Limited

Headline     Bear Stearns Private Equity Limited to Acquire Macquarie Private 
             Capital Group (ASX:  MPG)



Bear Stearns Private Equity Limited
St. Martin's House, Le Bordage, St Peter Port, Guernsey GY1 4AN


18 February 2008



Regulatory News Service
London Stock Exchange
London
EC4M 7LS


Guernsey - 18 February 2008


Bear Stearns Private Equity Limited to Acquire Macquarie Private Capital Group
(ASX:  MPG)


Bear Stearns Private Equity Limited ('BSPEL') (LSE:  BPLE) today announces that
it has signed a conditional agreement to acquire all of the issued and
outstanding stapled securities of Macquarie Private Capital Group ('MPCG') in an
all cash take-private transaction (the 'Transaction') valued at A$115.5 million
(approximately US$104.9 million) which will be funded out of BSPEL's existing
cash reserves and banking facilities.



MPCG is an Australian Stock Exchange listed private equity fund (ASX: MPG) that
invests in a broad range of unlisted companies and assets. The MPCG portfolio
consists of exposure to 44 private equity fund managers and over 300 underlying
portfolio companies. Approximately 62% of the underlying portfolio companies are
located in Asia, 14% in Europe and 24% in North America.  BSPEL's managers
believe that this portfolio is extremely complementary to the existing
portfolio, with approximately 60% of assets in Europe, 28% in North America, 9%
in Asia, and 3% in other regions as at 31 December 2007.



Under the terms of the Transaction, MPCG shareholders will receive A$1.062 in
cash for each security owned, representing a 4% discount to MPCG's net asset
value as at 31 January 2008, a 56% premium to MPCG's last closing price of
A$0.68 per stapled security, and a 34% premium to MPCG's 6-month volume weighted
average price of A$0.79 as at 15 February 2008.  As part of the Transaction, the
current manager of MPCG, Macquarie Investment Management Limited ('MIML'), will
be retained as manager of MPCG post transaction.



Troy Duncan, Manager of BSPEL commented: 'the Transaction represents BSPEL's
first direct investment in the Australian market and continues to reinforce
BSPEL's global approach to private equity investing.  We believe that as a
result of the MPCG acquisition, BSPEL's portfolio will be well positioned to
capitalize on several favourable current macro trends in the Australian and
Asian markets.'



'The complexities involved in privatizing listed private equity trusts require
creative deal making capabilities that satisfy the requirements of a number of
constituents.  This is why these transactions seldom occur,' commented Greg
Getschow, Manager of BSPEL.  'We believe that our ability to execute a
transaction of this kind demonstrates BSPEL's competitive advantage in the
private equity secondary market.'



A copy of the announcement released by MPCG to the Australian Stock Exchange
relating to the Transaction is annexed hereto which sets out in further detail
the terms and conditions of the Transaction.



BSPEL is being represented by Barwon Investment Partners as its financial
adviser, Jones Day as its legal adviser and KPMG as its tax and accounting
advisor.



MPCG is being represented by Rothschild Australia Limited as its financial
adviser and Minter Ellison as its legal adviser.





About Bear Stearns Private Equity Limited

Bear Stearns Private Equity Limited ('BSPEL') is a London-quoted,
Guernsey-registered, investment company that invests with the world's leading
private equity fund managers. BSPEL invests in seasoned private equity assets
through secondary purchases and direct investments in Europe, North America and
Asia.  BSPEL employs a global macro approach to private equity investing
designed to generate superior risk adjusted returns and seeks to diversify
investments by manager, industry, geography, asset class, stage and vintage
year.  BSPEL is managed by Bear Stearns Asset Management Inc. and Bear Stearns
Asset Management Limited, each a wholly-owned subsidiary of The Bear Stearns
Companies Inc. For more information on BSPEL, please visit the Company's website
at www.bspel.com



About Macquarie Private Capital Group

Macquarie Private Capital Group ('MPCG') is an ASX listed private equity group
(ASX: MPG) that invests in a broad range of unlisted companies and assets,
primarily through funds managed by a range of specialist private equity managers
such as Quadrant Private Equity, Catalyst, Archer Capital, Blackstone, the
Carlyle Group, Ironbridge, and Pacific Equity Partners. Private equity
investments are made across a range of sectors including venture, expansion and
buy-out capital, infrastructure, property and commodities. MPCG's manager,
Macquarie Investment Management Limited ('MIML'), is an experienced manager with
a strong track record in private equity funds management. As at 30 September
2007, MIML managed or advised clients representing approximately $3 billion of
private equity investments.  For more information on MPCG, please visit the
Company's website at www.macquarie.com.au/au/mpg



BSPEL:                                            MPCG:

Rosemary DeRise                                   Colin Richardson
Bear Stearns Asset Management                     Marcus Wyborn
[phone]                                   Rothschild Australia Limited
[e-mail]                                  [phone]



18 February 2008


                                ASX ANNOUNCEMENT


  Macquarie Private Capital Group announces a recommended acquisition proposal
                    from Bear Stearns Private Equity Limited



•         Cash offer of $1.062 per security(1)
•         Offer premium of 56% to last closing security price
•         Unanimous recommendation from the Independent Board Committee in the
          absence of a superior proposal and subject to the opinion of an 
          Independent Expert
•         Transaction supported by major shareholder
•         Transaction to be implemented by Schemes of Arrangement and Trust
          Scheme



Macquarie Private Capital Group ('MPCG') (ASX: MPG) today advises that it has
signed a Scheme Implementation Agreement with Bear Stearns Private Equity
Limited ('BSPEL') (LSE: BPLE) in relation to a proposal ('BSPEL Proposal') to
acquire all the stapled securities in MPCG by way of interconditional Schemes of
Arrangement and Trust Scheme ('Scheme').



Under the terms of the BSPEL Proposal, MPCG securityholders will receive a total
cash payment of $1.062 per security (subject to adjustment for movements in the
post-tax NAV before securityholders vote on the Scheme1).  The cash
consideration will include a fully franked special distribution of up to $0.068
per security expected to be paid on or before the implementation date for the
Scheme, but only if the Scheme is approved and the Scheme conditions are
satisfied. For those securityholders who are able to fully utilise the franking
credits, the value of the BSPEL Proposal is $1.091 per security (subject to
adjustment for movements in the post-tax NAV before securityholders vote on the
Scheme1).



In addition to the consideration outlined above, securityholders who were
securityholders at the record date of 28 December 2007 will also continue to
receive the estimated $0.02 cash distribution per security being paid on 14
March 2008 as outlined in the market announcement on 13 December 2007.

The $1.062 cash per stapled security (ex franking credit benefit) offer price
(subject to adjustment for movements in post-tax NAV) represents:



•          A 56% premium to MPCG's closing security price of $0.68 on 15
February 2008;

•          A 42% premium to MPCG's 3 month volume weighted average price for
MPCG stapled securities of $0.75 as at 15 February 2008;

•          A 34% premium to MPCG's 6 month volume weighted average price for
MPCG stapled securities of $0.79 as at 15 February 2008; and

•          A 2% discount to MPCG's post-tax NAV per security of $1.087 as at
31 December 2007 (excluding franking benefits) and a discount of 4% (excluding
franking benefits) to the 31 January 2008 post-tax NAV of $1.106 (1% discount
including the full franking credit benefit).



The transaction will be implemented by interconditional Schemes of Arrangement
and a Trust Scheme (reflecting MPCG's corporate and trust structure) and will be
supported by the opinion of an Independent Expert as to whether the Scheme is in
the best interests of MPCG securityholders.  The Scheme is subject to approvals
from MPCG securityholders and the Court (amongst other conditions).



The Independent Board Committee of MPCG(2) intend to unanimously recommend that
MPCG securityholders approve the Scheme, in the absence of a superior proposal
and if the Independent Expert opines that the BSPEL Proposal is in the best
interests of securityholders and is fair and reasonable.  The other members of
MPCG's board support the decision of the Independent Directors.



Macquarie Select Opportunities Trust, as 47.9% securityholder, has indicated to
the Independent Directors that it supports the BSPEL Proposal and that its
present intention is to vote in favour of the Scheme, in the absence of a
superior proposal and subject to satisfaction of relevant legal obligations and
the conclusion of the Independent Expert.



As part of the BSPEL Proposal, the current manager of MPCG, Macquarie Investment
Management Limited ('MIML'), will be retained as manager of MPCG post
transaction. The commercial arrangements of the proposed management agreement
will be on arms-length terms as negotiated between BSPEL and MIML, and will be
summarised in the Scheme Booklet.



Commenting on the proposal, Neil Tomlin, MPCG Independent Director, said:



'The Independent Directors believe the cash offer of $1.0621 per stapled
security represents a significant premium to the trading price of MPCG over an
extended period and is an attractive opportunity for securityholders to lock in
value for their holdings in MPCG. Consistent with our announced strategy, the
Board has actively considered a range of possible options to deliver value to
securityholders and assist in the reduction of the discount to NAV which MPCG
has consistently traded at since mid 2005. The BSPEL proposal has been
considered as part of this process.'



Commenting on the proposal, Troy Duncan, Manager of BSPEL said:



'The MPCG transaction represents BSPEL's first direct investment in the
Australian market and continues to reinforce our macro approach to private
equity investing. We believe that the MPCG portfolio will enhance the
diversification of BSPEL's overall portfolio by adding exposure to the
Australian and Asian markets.'



Greg Getschow, Manager of BSPEL added:



'We have analysed a number of opportunities in the listed private equity market
in both Europe and Asia and we are delighted to be able to announce our intent
to acquire MPCG.'



The Scheme is subject to the Court convening meetings of MPCG's securityholders.
At the Scheme meetings, a majority in number of those voting and who represent
at least 75% of the votes cast must approve the Scheme. If the requisite
securityholder approval is obtained, the Scheme will then need to be approved by
the Court at a second Court hearing. If the Court approves the Scheme, the
Scheme will be binding on all securityholders.



The detailed terms and conditions of the BSPEL Proposal are contained in the
Scheme Implementation Agreement, a copy of which is attached to this
announcement.   The Scheme Implementation Agreement includes a non-solicitation
obligation (but this obligation does not prevent MPCG from responding to a
superior proposal) and a break fee of $1,155,000 payable by MPCG to BSPEL in
certain circumstances.  A reverse break fee of the same amount may be payable by
BSPEL to MPCG in the event of a material breach of the Scheme Implementation
Agreement.



The Scheme Booklet containing full details of the BSPEL Proposal, including a
copy of the Independent Expert's Report, is expected to be sent to MPCG
securityholders in late March. The Scheme meeting is expected to be held in late
April or early May. The specific dates will be announced after the dispatch of
the Scheme Booklet and are subject to change.



If the Scheme is approved by securityholders and all conditions are satisfied,
BSPEL will acquire all MPCG securities and MPCG will be de-listed.  The
conditions of the Scheme are set out in the Scheme Implementation Agreement and
summarised in the attachment to this announcement.



The MPCG portfolio has an approximate 40% exposure to foreign currencies. The
strategy announced to the market has been to hedge its foreign currency
exposures so that the exposure to foreign currencies does not materially exceed
25% of Net Assets. To neutralise the potential impact of the completion
adjustment as it relates to movements in foreign currency, MPCG will enter into
short-term foreign exchange hedging arrangements.



MPCG securityholders should consult their stockbroker, accountant or financial
adviser if they are uncertain about the impact of the offer on their particular
investment objectives.



MPCG is being advised by Rothschild Australia Limited as its financial adviser
and Minter Ellison as its legal adviser.



For further information, please contact:  MPCG



Colin Richardson / Marcus Wyborn

Rothschild Australia Limited

[phone]



About Macquarie Private Capital Group

Macquarie Private Capital Group ('MPCG') is an ASX listed private equity group
(ASX: MPG) that invests in a broad range of unlisted companies and assets,
primarily through funds managed by a range of specialist private equity managers
such as Quadrant Private Equity, Catalyst, Archer Capital, Blackstone, the
Carlyle Group, Ironbridge, and Pacific Equity Partners. Private equity
investments are made across a range of sectors including venture, expansion and
buy-out capital, infrastructure, property and commodities.



MPCG seeks to deliver long term returns in excess of the Australian share market
primarily through capital growth over a 5 to 10 year investment period by
investing in private equity across a diversified and established portfolio of
private equity investments.



MPCG's Net Asset Value ('NAV') as at 31 December 2007 was $118m, representing
$1.087 NAV per security on a post tax basis. Since listing in March 2005 to 31
December 2007, MPCG delivered a return of 8.3% per annum on a post-tax basis and
10.7% per annum on a pre tax basis.



MPCG's manager, Macquarie Investment Management Limited ('MIML'), is an
experienced manager with a strong track record in private equity funds
management. As at 30 September 2007, MIML managed or advised clients
representing approximately $3bn of private equity investments.



For more information on MPCG, please visit the Company's website at
www.macquarie.com.au/au/mpg





About Bear Stearns Private Equity Limited

Bear Stearns Private Equity Limited ('BSPEL') is a London-quoted, Guernsey-
registered, investment company that invests with the world's leading private
equity fund managers. BSPEL invests in seasoned private equity assets primarily
through secondary purchases and direct investments in Europe, North America and
Asia.  BSPEL employs a global macro approach to private equity investing
designed to generate superior risk adjusted returns and seeks to diversify
investments by manager, industry, geography, asset class, stage and vintage
year.

BSPEL is managed by Bear Stearns Asset Management Inc. ('BSAM Inc.') and Bear
Stearns Asset Management Limited, each a wholly-owned subsidiary of The Bear
Stearns Companies Inc. BSAM Inc. currently manages private equity portfolios
that include over 175 separate private equity funds with total commitments of
approximately US $1.8 bn.



BSPEL's unaudited Net Asset Value per share ('NAV') as at 31 December 2007 was
US $1.70. Since inception on 30 June 2005, BSPEL has delivered a total return of
67.7%, representing an annualised return of 22.7% to shareholders.



The Bear Stearns Companies Inc. is a publicly listed company on the New York
Stock Exchange under the symbol BSC. The Bear Stearns Companies Inc., through
its subsidiaries and affiliates, employs approximately 14,000 individuals and
has 19 offices worldwide.



The Bear Stearns Companies Inc. had approximately US $80.3 bn in total capital
as at 30 November 2007, making it among the top ten largest US securities firms
in terms of total capital.




                            Annexure to announcement



The BSPEL Proposal is subject to a number of conditions that are set out in full
in clause 3.1 of the attached copy of the Scheme Implementation Agreement.  In
summary, those conditions relate to the following matters:

•                    MPCG securityholder approval;

•                    no injunction or other legal restraint or prohibition
restraining or prohibiting the Scheme is in effect;

•                    no MPCG prescribed occurrence occurs (as defined in clause
1 of the Scheme Implementation Agreement);

•                    Foreign Investment Review Board ('FIRB') approval;

•                    Court approval;

•                    there being no material adverse change to MPCG resulting in
a reduction of its post-tax NAV of 22.5% (reciprocal right to terminate if
condition not satisfied); and

•                    there being no decline in the S&P/ASX 200 of more than
22.5% below its starting level for more than 8 consecutive trading days
(reciprocal right to terminate if condition not satisfied).





--------------------------


(1) The final consideration will be adjusted to reflect movements in post-tax
NAV referable to the last ASX announced post-tax NAV before the Scheme Meetings,
against the post-tax NAV at 31 December 2007 of $1.087 per security (ex the
estimated $0.02 distribution). Where post-tax NAV per security last announced
prior to the Scheme Meetings (a) decreases below $1.087, the cash consideration
under the BSPEL Proposal will be reduced by the amount of that decrease, or (b)
increases above $1.087, the cash consideration under the BSPEL Proposal will be
increased by the amount of such increase but only to the extent that the
increase is greater than a threshold of $0.018 per month multiplied by the
number of months (rounded down to the nearest calendar month) in the period
between 31 December 2007 and the day which is ten business days before the
Scheme Meetings. For the purposes of the completion adjustment mechanism, MPCG
securityholders will not be affected by costs associated with the transaction
per the Scheme.


(2) The Independent Board Committee comprises the Independent Directors Neil
Tomlin and Andre Morony. Following indications from BSPEL that it intended to
retain the current manager of MPCG, Macquarie Investment Management Limited ('
MIML'), as manager of MPCG on arms-length terms to be negotiated between BSPEL
and MIML, the MPCG Board established protocols and procedures to ensure that
consideration of any proposals from parties, including BSPEL, to enter into
control transactions with MPCG were undertaken free from influence, or the
appearance of influence, from parties associated with MIML or Macquarie Group
Limited, and that the disclosure of confidential information to any potential
acquirer of MPCG or its assets was subject to appropriate controls.  Under that
protocol, Richard Sheppard and Timothy Downing, each of whom are or consider
themselves associated with Macquarie Group, excluded themselves from being
present at, participating in, or voting on, any board consideration of or
negotiations in relation to proposals including the BSPEL Proposal.  Information
on these protocols will be included in the Scheme Booklet.


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