Tender Offer

Aberdeen Private Equity Fund Limited

Tender offer

The Board of Directors of Aberdeen Private Equity Fund Limited are pleased to announce that they have resolved to make a tender offer for up to one third of the Company's shares at a cash price of 65 pence per share. Completion of the tender offer will be subject to the approval of shareholders by special resolution. A circular will be published containing full details of the tender offer and convening an Extraordinary General Meeting. 

The primary intention is to afford an exit to the Company's principal shareholder, Elsina, which has notified the Board that it wishes to realise its holding in the Company and requested that the Board put forward a proposal for the Company to be liquidated. 

The Board has received irrevocable undertakings from shareholders together accounting for 69,033,076 shares representing 55 per cent. of the shares in issue to vote in favour of the proposed tender offer and not to tender any of their shares. 

The expected timetable is as follows:

Publication of circular which is to be accompanied by tender forms 18 May, 2011

Closing Date for tender offer 8 June, 2011

Extraordinary General Meeting 9 June, 2011

Settlement of tender offer 10 June, 2011

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

The Board believes that the proposal outlined above will benefit shareholders as a whole whilst at the same time affording an exit to the Company's principal shareholder at a fair price, taking account of a number of factors including: the illiquidity of a number of the Company's underlying investments; the difficulties of realising those investments in the short term in the event of the Company being put into liquidation; the wishes of the majority of the shareholders to continue with their investment in the Company, evidenced by the undertakings referred to above. As part of the proposal the Board will commit to put forward a continuation vote as an ordinary resolution at the Annual General Meeting in 2013 and every third Annual General Meeting thereafter.

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

Regardless of the level of demand from third party investors, the first 15 million shares tendered will be purchased by the Company for cancellation ensuring (provided that at least that number of shares is validly tendered) an immediate uplift in net asset value per share of at least 3 pence based on the Company's net asset value per share as at 31 March 2011 and as announced on 28 April 2011.

A further announcement will follow in due course.

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Contacts for enquiries

Maitland

020 7379 5151

Neil Bennett/Tom Eckersley

Matrix Corporate Capital LLP

020 3206 7000

Paul Fincham/Rob Naylor