The Kowhai Private Equity No.1 LP Offer was made to Wholesale Eligible Investors and successfully closed on 3 March 2017 with $20 million raised. Kowhai invests as a limited partner in Pioneer Capital Partners III LP (PCPIII). PCPIII successfully closed 17 March 2017 with capital commitments of $260m. PCPIII focuses its investment on mid-market expansion stage New Zealand exporters.
Kowhai Private Equity No.1 LP (“Kowhai”); Kowhai PE Management Limited (the “General Partner” and “Administration Manager”) and
Kowhai PE Nominees No.1 Limited (the “Nominee”)
Investing as a limited partner in Pioneer Capital’s institutional private equity fund, Pioneer Capital Partners III LP (“PCPIII LP”). PCPIII LP will invest into selected unlisted businesses and special situations with a New Zealand nexus to seek investment returns superior to those achieved by comparable listed company market indices.
Pioneer Capital Management Limited, a company owned by Pioneer Capital executives, is the Investment Manager of PCPIII LP.
Kowhai PE Management Limited, a wholly owned subsidiary of Craigs Investment Partners Limited will administer Kowhai.
The General Partner of Kowhai Private Equity No.1 LP is Kowhai PE Management Limited. The General Partner will enter the PCPIII LP limited partnership agreement on behalf of Kowhai.
The Nominee is Kowhai PE Nominees No.1 Limited, a wholly owned subsidiary of Craigs Investment Partners Limited (“Craigs Investment Partners”). The Nominee will hold the limited partner interest in Kowhai Private Equity No.1 LP on behalf of (ultimately) the investors.
Up to 40 million Partnership Shares (“Shares”) will be offered at an issue price of $1.00 per Share (“Issue Price”). Investors do not hold Shares directly. The Shares are held by the Nominee on bare trust for (ultimately, through a second nominee arrangement with Custodial Services Limited), the investors.
An initial subscription of $0.03 per Share subscribed for is paid upon application (plus the 1.25% Application Fee on the total investment committed (“Committed Capital”).
The remaining $0.97 per Share, being the balance up to the Issue Price, is payable in tranches. Calls will be for a minimum of $0.01 per Share and will be subject to at least 10 days’ advance notice to the investor. The Administration Manager will make calls on Kowhai investors when the general partner of
PCPIII LP makes calls on the limited partners (including Kowhai) of PCPIII LP. The proceeds of the initial tranche, and each subsequent call, will be applied to successively pay up in full the Shares in Kowhai and Kowhai’s partnership interest in PCPIII LP.
100,000 Shares (paid up on initial application to $3,000), and thereafter in 25,000 Share increments (paid up to $0.03 per Share), plus the Application Fee.
An application fee of 1.25% of Committed Capital is payable by the investors to Craigs Investment Partners upon application. The Application Fee will be used to pay brokerage to Craigs Investment Partners and contribute to the costs of bringing this offer to the market.
Please see the Kowhai Offering Memorandum for management fee details.
Please contact the manager for further information on the offer
The General Partner and Administration Manager is responsible for overseeing the administration and treasury functions of Kowhai. This role involves all communication with investors in Kowhai and managing the flow of funds between the Investment Manager and Kowhai investors. The board of the General Partner and Administration Manager comprises three directors: Neil Craig, Mike Caird and Ken Phillip.
Neil Craig and Mike Caird are currently directors of Craigs Investment Partners, and Ken Phillip is the Chief Financial Officer of Craigs Investment Partners. All three have many years of experience in administrative roles associated with the Pohutukawa Private Equity funds and other funds. Neil is also director of Oriens Capital Limited.
Supporting the directors in administration of Kowhai will be Peter Lalor of Craigs Investment Partners who will act as executive officer.
The Investment Manager of PCPIII LP is Pioneer Capital Management Limited, a company owned by Pioneer Capital executives.
The Investment Manager has an Investment Committee which is responsible for all investment decisions for PCPIII LP. The investment team includes managing directors Randal Barrett and Matthew Houtman, and investment director Craig Styris.
For further detail on the Investment Manager, including team biographies, the PCPIII LP investment focus and Pioneer Capital’s investment track record please refer to the February 2017 presentation by PCPIII LP to Craigs Investment Partners.
Kowhai intends to invest as a limited partner in PCPIII LP. Investors’ interest in Kowhai will be held via the Nominee. The Nominee will be a sub-custodian of Custodial Services Limited. There will be a separate board for the General Partner to ensure best practice corporate governance and that investors’ interests are held paramount.
The structure diagram is shown below:
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