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HVPE Prospectus MERRILL CORPORATION GTHOMAS// 1-NOV-07 23:00 DISK130:[07ZDA1.07ZDA48401]BA48401A.;44 mrll.fmt Free: 11DM/0D Foot: 0D/ 0D VJ J1:1Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;67 8 C Cs: 17402 PROSPECTUS, DATED 2 NOVEMBER 2007 Global Offering of up to 40,000,000 Shares of 1NOV200718505053 This document describes related offerings of Class A ordinary shares (the ‘‘Shares’’) of HarbourVest Global Private Equity Limited (the ‘‘company’’), a closed-ended investment company organised under the laws of Guernsey. Our Shares are being offered (a) outside the United States, and (b) inside the United States in a private placement to certain qualified institutional buyers (‘‘QIBs’’) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), who are also qualified purchasers (‘‘qualified purchasers’’) as defined in the U.S. Investment Company Act of 1940, as amended (the ‘‘U.S. Investment Company Act’’) (the ‘‘Global Offering’’). We intend to issue up to 40,000,000 Shares in the Global Offering. In addition, we intend separately to issue Shares to certain third parties in a private placement in exchange for either cash or limited partnership interests in various HarbourVest-managed funds (the ‘‘Directed Offering’’ and, together with the Global Offering, the ‘‘Offerings’’). We will not issue, in the aggregate, more than 85,000,000 Shares in the Offerings. The Shares carry limited voting rights. No public market currently exists for the Shares. We have applied for the admission to trading all of the Shares on Euronext Amsterdam by NYSE Euronext (‘‘Euronext Amsterdam’’), the regulated market of Euronext Amsterdam N.V. (‘‘Euronext’’), and for the listing of Shares under the symbol ‘‘HVPE’’. It is expected that such listing will become effective and that dealings in the Shares will commence on 6 December 2007 on an ‘‘as-if-and-when-issued’’ basis. Investing in the Shares involves risks. See ‘‘Risk Factors’’ beginning on page 7. OFFER PRICE: $10.00 PER SHARE The Shares have not been and will not be registered under the U.S. Securities Act or any other applicable law of the United States. The Shares are being offered only (i) outside the United States to non-U.S. persons in reliance on the exemption from registration provided by Regulation S under the U.S. Securities Act and (ii) within the United States to, or for the account or benefit of, U.S. persons who are QIBs and qualified purchasers in reliance on Rule 144A under the U.S. Securities Act, or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Any purchaser that is in the United States or is acquiring Shares for the account or benefit of a U.S. Person may only resell its Shares outside the United States in compliance with Regulation S. See ‘‘Notice to Investors’’, ‘‘Selling and Transfer Restrictions in the United States’’ and ‘‘Certain ERISA Considerations’’ for additional ERISA-related restrictions. The number of Shares offered in the Global Offering can be increased or decreased prior to the settlement date. The actual number of Shares offered in the Offerings will be determined after taking into account the conditions and factors described under ‘‘The Offerings’’ and ‘‘Plan of Distribution’’. Any increase or decrease in the maximum number of Shares offered in the Global Offering will be announced in a press release. The actual number of Shares offered and the results of the Offerings will be announced in a press release in the Netherlands and published in an offer-size statement on or about 6 December 2007, that will be made available in printed form at the company’s registered office and at the office of the paying agent in the Netherlands. The availability of the offer-size statement will be announced in an advertisement in the Daily Official List and a national newspaper distributed daily in the Netherlands and the offer-size statement will be filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financi¨ele Markten (the ‘‘AFM’’)). It is expected that Lehman Brothers International (Europe), in its capacity as stabilising manager, will be granted an option pursuant to which it may purchase from certain participants in the Directed Offering up to 10% of the total number of Shares issued in the Offerings in exchange for cash at the offer price until 30 days from the commencement of trading of the Shares on Euronext Amsterdam on an ‘‘as-if-and-when-issued’’ basis to cover over-allotments, if any, made in connection with the Offerings (see ‘‘Plan of Distribution—Stabilisation’’). It is expected that the Shares will be delivered on or about 11 December 2007. If delivery of the Shares does not take place on or about the settlement date or at all, all transactions in the Shares on Euronext Amsterdam conducted between the commencement of trading on an ‘‘as-if-and-when-issued’’ basis and the settlement date are subject to cancellation by Euronext. See ‘‘The Offerings—Listing and Trading of the Shares’’. All dealings in the Shares on Euronext Amsterdam prior to delivery are at the sole risk of the parties concerned. Euronext is not responsible or liable for any loss incurred by any person as a result of the cancellation of any transactions on Euronext Amsterdam as from the commencement of trading until the settlement date. This document constitutes a prospectus relating to the company in the form of a single document within the meaning of Article 3 of Directive 2003/71/EC of the European Parliament and of the Council and has been prepared in accordance with Article 5:9 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) (the ‘‘FMSA’’) and the rules promulgated thereunder. It was approved by and filed with the AFM on 2 November 2007. Global Coordinator LEHMAN BROTHERS Joint Bookrunners DEUTSCHE BANK AG GOLDMAN SACHS INTERNATIONAL LEHMAN BROTHERS 07-24584-1 DARTMOUTH 144A PROSPECTUS Proj: P24584LON07 Job: 07ZDA48401 File: BA48401A.;44 Page Dim: 8.250 X 11.750⍯ Copy Dim: 38. X 62. MERRILL CORPORATION GTHOMAS// 1-NOV-07 21:17 DISK130:[07ZDA1.07ZDA48401]BG48401A.;17 mrll.fmt Free: 1620DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;67 8 C Cs: 53935 TABLE OF CONTENTS Page SUMMARY ................................................................ 1 RISK FACTORS ............................................................ 7 NOTICE TO INVESTORS ....................................................... 29 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS .......................... 32 USE OF PROCEEDS .......................................................... 34 DIVIDEND POLICY .......................................................... 35 CAPITALISATION AND PRO FORMA NET ASSET STATEMENT ............................ 36 OPERATING AND FINANCIAL REVIEW AND PROSPECTS ................................ 39 BUSINESS ................................................................ 48 INFORMATION ON HARBOURVEST AND THE INVESTMENT MANAGER ...................... 65 PERFORMANCE OF THE SEEDED FUNDS ........................................... 75 OUR MANAGEMENT AND CORPORATE GOVERNANCE ................................. 79 MANAGEMENT OF HARBOURVEST .............................................. 87 SHARE OWNERSHIP ......................................................... 95 RELATIONSHIPS WITH HARBOURVEST AND RELATED PARTY TRANSACTIONS ................ 96 DESCRIPTION OF OUR SHARES AND THE ARTICLES OF ASSOCIATION ...................... 101 EURONEXT MARKET INFORMATION ............................................. 109 CERTAIN TAX CONSIDERATIONS ................................................ 110 SELLING AND TRANSFER RESTRICTIONS RELATED TO THE UNITED STATES ................. 129 CERTAIN ERISA CONSIDERATIONS .............................................. 131 THE OFFERINGS ........................................................... 133 PLAN OF DISTRIBUTION ...................................................... 136 LEGAL MATTERS ........................................................... 145 INDEPENDENT AUDITORS ..................................................... 145 GUERNSEY ADMINISTRATOR ................................................... 145 DOCUMENTS AVAILABLE FOR INSPECTION ......................................... 145 THIRD PARTY INFORMATION .................................................. 145 GLOBAL COORDINATOR AND JOINT BOOKRUNNERS OF THE GLOBAL OFFERING .............. 145 PLACEMENT AGENT ......................................................... 146 GLOSSARY ............................................................... 147 ACCOUNTANT’S REPORT ...................................................... 150 APPENDIX A: FORM OF PURCHASER’S LETTER FOR QUALIFIED INSTITUTIONAL BUYERS ........ A-1 i 07-24584-1 DARTMOUTH 144A PROSPECTUS Proj: P24584LON07 Job: 07ZDA48401 File: BG48401A.;17 Page Dim: 8.250 X 11.750⍯ Copy Dim: 38. X 62. MERRILL CORPORATION GTHOMAS// 1-NOV-07 23:28 DISK130:[07ZDA1.07ZDA48401]CA48401A.;23 mrll.fmt Free: 20D*/120D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;67 8 C Cs: 10041 SUMMARY This summary highlights certain aspects of our business and the Offerings and should be read as an introduction to this prospectus. Any decision to invest in our company should be based on a consideration of this prospectus as a whole. No liability is to attach to our company solely on the basis of this summary, including any translation, unless it is misleading, inaccurate or inconsistent
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