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Neither the United States Securities and Exchange Commission nor any United States securities commission or regulatory authority has approved or disapproved of the Offer or passed upon the fairness or merits of the Offer. Any representation to the contrary is a criminal offence in the United States

Cash Offer By

HARBOURVEST STRUCTURED SOLUTIONS III L.P.

For

SVG CAPITAL PLC

Disclaimer – Important

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS WEBSITE BY HARBOURVEST STRUCTURED SOLUTIONS III L.P. (“HARBOURVEST BIDCO”), AN INVESTMENT VEHICLE INDIRECTLY OWNED BY HARBOURVEST PARTNERS, LLC (“HARBOURVEST”), IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THESE MATERIALS ARE NOT DIRECTED AT NOR SHOULD THEY BE ACCESSED BY PERSONS LOCATED IN AUSTRALIA, CANADA OR JAPAN AND ANY OTHER JURISDICTION WHERE EXTENSION OR ACCEPTANCE OF THE OFFER WOULD VIOLATE THE LAW OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH A CONSENT, FILING OR OTHER FORMALITY THAT HARBOURVEST BIDCO CONSIDERS TO BE UNDULY ONEROUS (EACH A “RESTRICTED JURISDICTION”).

Please read this notice carefully – it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated at any time, in whole or in part, at the sole discretion of HarbourVest Bidco. You should read it in full each time you visit the site.

This notice has been prepared for the purpose of complying with English law, the City Code on Takeovers and Mergers (“City Code”) and disclosure laws in the United Kingdom. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.

Overseas Persons

Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas persons will be contained in the Offer document.

In particular, unless otherwise determined by HarbourVest Bidco and permitted by applicable law and regulation, it is not intended that any offer for the securities mentioned in such materials (the “Offer”) by HarbourVest Bidco would be made, or any documentation be sent, directly or indirectly, in or into, a Restricted Jurisdiction.

If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Notice to US Investors

The Offer is being made to holders of SVG Capital Shares resident in the United States in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934, as amended, and Regulation 14E thereunder and applicable exemptions thereunder. The Offer is being made in the United States by HarbourVest Bidco and no one else.

The Offer, and any other documents relating to the Offer, have been or will be prepared in accordance with English law, the City Code and disclosure requirements in the United Kingdom, format and style, all of which differ from those in the United States. SVG Capital’s financial statements, and all financial information that is included in this announcement or that may be included in the Offer, or any other documents relating to the Offer, have been or will be prepared in accordance with U.K. generally accepted accounting principles/International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.

Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures in the United States, particularly with regard to the date of payment of consideration.

To the extent permissible under applicable securities laws, Jefferies and its affiliates may from time to time purchase, or enter into arrangements to purchase, SVG Capital Shares either as principal or agent before and during the period when the Offer remains open for acceptance. Pursuant to Rule 14e-5(b) of the Exchange Act, any affiliate of a financial adviser to the HarbourVest Group may from time to time make purchases of, or arrangements to purchase, SVG Capital Shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer is open for submission of tenders, so long as the acquisitions or arrangements comply with the provisions of the exemption provided under Rule 14e-5.  Pursuant to Rule 14e-5 of the Exchange Act, HarbourVest Bidco, its affiliates, nominees or brokers (acting as agents), and a financial adviser and its affiliates, may from time to time make purchases of, or arrangements to purchase, the SVG Capital Shares, other than pursuant to the Offer, before or during the period in which the Offer is open for submission of tenders so long as those acquisitions or arrangements comply with the provisions of the exemption provided under Rule 14e-5 of the Exchange Act.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as and if required by applicable securities laws.

Basis of Access

The information accessed from this webpage speaks only at the date of the relevant document or announcement reproduced on the website, and HarbourVest Bidco has, and accepts, no responsibility to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this website at any time.

Access to electronic versions of these materials is being made available on this webpage by HarbourVest Bidco in good faith and for information purposes only.

Each of HarbourVest and HarbourVest Bidco has not reviewed, and is not responsible for, and accepts no liability in respect of, any information contained on any other website which may be linked to this webpage.

Unless otherwise determined by HarbourVest Bidco and permitted by applicable law and regulation, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise distributed or transmitted in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute, forward to or transmit them in or into a Restricted Jurisdiction.

Forward Looking Statements

The information including information incorporated by reference contained on this webpage may contain statements that are or may be forward looking statements. All statements other than statements of historical facts included on this webpage may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans” “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof are forward looking statements.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including risks relating to the successful combination of SVG Capital with HarbourVest; higher than anticipated costs relating to the combination of SVG Capital with HarbourVest or investment required in SVG Capital to realise expected benefits and facts relating to SVG Capital that may impact the timing or amount of benefit realised from the acquisition that are unknown to HarbourVest. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of HarbourVest and HarbourVest Bidco disclaims any obligation to update any forward looking or other statements contained on this webpage, except as required by applicable law. None of HarbourVest, HarbourVest Bidco, its members, affiliates, employees, officers or professional advisors make any assurance, representation or guarantee that any event referred to in a forward looking statement will actually occur.

No Profit Forecasts or Estimates

Nothing contained on this webpage shall be deemed to be a profit forecast, projection or estimate for any period unless otherwise stated, and no statement on this webpage should be interpreted to mean that earnings or earnings per SVG Capital Share for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per SVG Capital Share.

Other

If you are in any doubt about the contents of this notice or the action you should take, you should seek your own financial advice from an independent financial advisor authorised under the Financial Services and Markets Act 2000 (as amended) if you are located in the United Kingdom or, if you are located outside of the United Kingdom, from an appropriately authorised independent financial advisor.

Confirmation of understanding and acceptance of disclaimer:

BY CLICKING ON THE “AGREE” BUTTON, YOU CERTIFY THAT:

YOU ARE NOT IN ANY RESTRICTED JURISDICTION;

YOU ARE NOT A RESIDENT IN ANY RESTRICTED JURISDICTION;

YOU ARE NOT INVESTING OR OTHERWISE ACTING FOR THE ACCOUNT OR BENEFIT OF A RESIDENT OF ANY RESTRICTED JURISDICTION;

YOU REPRESENT AND WARRANT THAT YOU ARE ACCESSING THIS WEBPAGE FOR INFORMATION PURPOSES ONLY;

YOU WILL NOT FORWARD, TRANSFER OR DISTRIBUTE (INCLUDING BY ELECTRONIC MEANS) ANY OF THE DOCUMENTS INCLUDED IN THIS WEBPAGE TO ANY PERSON IN ANY RESTRICTED JURISDICTION; AND

YOU HAVE READ, UNDERSTOOD AND AGREE TO THE CONTENTS OF THIS NOTICE.

 

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