Tender Offer

25 May 2011

Aberdeen Private Equity Fund Limited

Tender offer

Further to the Company's announcement of 4 May 2011, and following further consultation with the Company's principal shareholders, the Board of Directors of Aberdeen Private Equity Fund Limited announce the amended terms of a tender offer for up to one third of the Company's shares, at a revised cash price of 67.5 pence per share. 

The Company is now in receipt of irrevocable undertakings in respect of approximately 88 per cent. of the shares in issue to vote in favour of the proposed tender offer.

In addition, irrevocable undertakings in respect of approximately 55 per cent. of the shares in issue have been received not to tender those shares. A further approximately 33 per cent. have undertaken to tender their shares.

Completion of the tender offer will be subject to the approval of shareholders by special resolution. The Company is today publishing a circular containing full details of the tender offer, including the recommendation by the Board to the Company's shareholders to vote in favour of the special resolution and convening an Extraordinary General Meeting.

The revised expected timetable is as follows:

2011

Publication of circular which is to be accompanied by tender forms 25 May

Closing Date for tender offer 1.00 pm on 15 June

Extraordinary General Meeting 2.00 pm on 17 June

Settlement of tender offer week commencing 20 June

Shareholders on the register at close of business on 3 May 2011, and who hold their shares continuously up to and including the Closing Date, will be entitled to participate in the tender offer.

Shares tendered under the tender offer may be purchased by the Company or, at the Company's discretion, placed with third party investors.

The remaining terms remain as previously announced including the Company's commitment to repurchase and cancel sufficient shares to provide an immediate uplift in NAV per share of at least 3 pence per share for continuing shareholders.

The Extraordinary General Meeting will be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL. In connection with this, the following documents have been posted to shareholders today:

(a) a circular containing the notice of the Extraordinary General Meeting;

(b) a proxy form in respect of the Extraordinary General Meeting; and

(c) for holders of shares in certificated form, a tender form for use in connection with the tender offer referred to in the Circular.

In addition, copies of the following documents are available for inspection during normal business hours on any business day from the date of this document until the completion, termination or lapse of the tender offer at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS, at the registered office of the Company and at the Extraordinary General Meeting for at least 15 minutes before and during the meeting:

(a) the memorandum and Articles of Incorporation of the Company;

(b) the consent letter from Matrix Corporate Capital LLP referred to the circular;

(c) the proposed new Articles of Incorporation of the Company, containing the requirement for Continuation Resolutions, that is referred to in the circular;

(d) the placing and repurchase agreement that is referred to in the circular;

(e) the financial statements of the Company for the years ended 31 March 2009 and 31 March 2010 and the interim financial statements for the six months ended 30 September 2010; and

(f) the circular.

A copy of the circular and the proxy form has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do. The circular is also available in electronic form on Aberdeen's investment trust website at www.aberdeenprivateequity.co.uk.

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Contacts for enquiries

Maitland

020 7379 5151

Neil Bennett/Rowan Brown

Matrix Corporate Capital LLP

020 3206 7000

Paul Fincham/Rob Naylor

* Neither the Company's website nor the NSM website nor the content of any website accessible from hyperlinks on those websites (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.