Pengana Private Equity Trust : PE1 Entitlement Offer Booklet

ENTITLEMENT

OFFER BOOKLET

use only		ARSN: 630 923 643
personal		ISSUE DATE:
			14 MARCH 2022
For		JOINT LEAD MANAGER
	LEAD ARRANGER AND JOINT LEAD MANAGER
	INVESTMENT MANAGER	RESPONSIBLE ENTITY	CONTACT	PENGANA.COM/PE1
	Grosvenor Capital	AND ISSUER	T: 1300 855 080
	Management, L.P.	Pengana Investment	(within Australia)
		Management Limited	T: [phone]
		ABN 69 063 081 612	(outside Australia)
		AFSL 219 462

ENTITLEMENT OFFER BOOKLET

Important Notice

The Pengana Private Equity Trust ARSN 630 923 643 ("Trust") is an Australian managed investment scheme registered with the Australian Securities and Investments Commission ("ASIC").

onlyThis Offer Booklet is dated 14 March 2022. This Offer Booklet is issued by the responsible entity of the Trust, Pengana Investment Management Limited (ABN 69 063 081 612, AFSL 219 462) ("Responsible Entity"). Units in the Trust are isted on the ASX (ASX: PE1).

The Responsible Entity has appointed Pengana Capital Limited (ABN 30 103 800 568, AFSL 226 566) as the manager of the Trust pursuant to the Management Agreement ("Manager"), and the Manager has engaged Grosvenor Capital Management, L.P. ("GCM" or "Investment Manager") as the investment manager of the Trust pursuant to the Investment Management Agreement.

This Offer is being made pursuant to section 1012DAA of the Corporations Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) which allows rights issues to be offered without a

useproduct disclosure statement. This Offer Booklet does not contain all of the information which would be required to be disclosed in a product disclosure statement. As a result, it is important for you to read and understand this Offer booklet in its entirety, along with the publicly available information on the Trust and the Offer (for example, the information available on the website for the Trust www.pengana.com/pe1or on the ASX's website www.asx.com.au) prior to deciding whether to accept your Entitlement and apply for New Units.

The Investor Presentation, which is included in Annexure B, details important factors and risks that could affect the financial and operating performance of the Trust. Please refer to the "Key Risks" section of the Investor Presentation for details. When making an investment decision in connection with this Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which

personalhave been outlined in Section 6 of this Offer Booklet).

Investments in the Trust are subject to investment risk, including delays in repayment and loss of income and capital invested. None of the Responsible Entity, Manager and Investment Manager guarantee any return or any particular rate of return on the New Units offered under the Offer or the performance of the Trust, nor do they guarantee the repayment of capital from the Trust or any particular tax treatment.

By returning an Entitlement and Acceptance Form or otherwise paying for your New Units through BPAY in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Offer Booklet and you have acted in accordance with and agree to the terms of the Offer detailed in this Offer Booklet.

The Lead Arranger and Joint Lead Managers will together manage the Offer on behalf of the Responsible Entity. Taylor Collison Limited (ABN 53 008 172 450, AFSL 247 083) ("Taylor Collison") is acting as the Lead Arranger. The Joint Lead Managers are Taylor Collison and Morgans Financial Limited (ABN 49 010 669 726, AFSL 235 410) ("Morgans").

The Lead Arranger and Joint Lead Managers do not guarantee the success or performance of the Trust or the returns (if any) to be received by investors. Except to the extent provided by law none of the Lead Arranger or Joint Lead Managers is responsible for, or has caused the issue of, this Offer Booklet.

NO OVERSEAS OFFERING

This Offer Booklet, the accompanying Entitlement and Acceptance Form or any accompanying ASX announcement, do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Offer Booklet does not constitute an offer to Ineligible Unitholders.

ForThis Offer Booklet is not to be distributed in, and no offer of New Units is to be made, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Offer, the Entitlements or the New Units, or otherwise permit the public offering of the New Units, in any jurisdiction other than Australia and New Zealand.

The distribution of this Offer Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application of New Units is subject to all requisite authorities and clearances being obtained for the Responsible Entity to receive your Application Monies.

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ENTITLEMENT OFFER BOOKLET

NEW ZEALAND

The New Units are not being offered to the public within New Zealand other than to Eligible Unitholders with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

onlyThis document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

UNITED STATES - NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This Offer Booklet, and any accompanying ASX announcements and the Entitlement and Acceptance Form, do not constitute an offer to sell. Or a solicitation of an offer to buy, any securities in the United States.

Neither this Offer Booklet nor the Entitlement and Acceptance Form may be distributed or released in the United States. useNeither the Entitlements nor the New Units have been, nor will be, registered under the US Securities Act or the securities

laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up or exercised by persons in the United States or by persons who are acting for the account or benefit of a person in the United States. Neither the Entitlements nor the New Units may be offered, sold or resold in the United States or to persons acting for the account or benefit of a person in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. The Entitlements and the New Units in the Offer will be offered and sold only in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.

DEFINITIONS AND CURRENCY

personalDefined terms used in this Offer Booklet are contained in the Glossary. All currency amounts in this Offer Booklet are in Australian dollars unless otherwise stated.

TIMES AND DATES

All dates and times in this Offer Booklet are indicative only and subject to change. Unless otherwise specified, all times and dates refer to Sydney time. Any changes to the timetable will be posted on the Trust Website: www.pengana.com/pe1.Refer to the Important Information section for more details.

NOT INVESTMENT ADVICE

Unitholders must note that the information provided in this Offer Booklet and the accompanying Entitlement and Acceptance Form, does not constitute financial product advice. All information has been prepared without taking into account your individual investment objectives, financial circumstances or particular needs. The information contained in this Offer Booklet and the accompanying Entitlement and Acceptance Form should not be considered as comprehensive or to comprise all the information which a Unitholder may require in order to determine whether or not to subscribe for New Units. If you have any questions, please consult your professional adviser before deciding whether or not to invest.

PAST PERFORMANCE

Investors should note that the Trust's past performance, including past security price performance and historical information in ASX announcements, cannot be relied upon as an indicator of (and provides no guidance as to) the Trust's future performance including the Trust's future financial position or security price performance.

FORWARD-LOOKING STATEMENTS

ForThis Offer Booklet contains certain "forward looking statements" including, without limitation, projections and guidance on the performance of the Trust and the outcome of the Offer. Forward looking statements can generally be identified by use

f forward looking words such as "anticipate", "expect", "likely", "intend", "should", "could", "may", "propose", "predict', "plan", "potential", "will", "believe", "forecast", "estimate", "target", "outlook", "guidance", and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, statements relating to the future performance of the Trust and the outcome and effects of the Offer and use of proceeds. No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statement in this Offer Booklet, or any events or results expressed or implied in any forward-looking statement. Forward-looking statements, opinions and estimates provided in this Offer Booklet are not guarantees of future performance and are by their nature inherently uncertain and are based on future events which may or may not be correct, assumptions and estimates which are subject to certain risks, uncertainties and change without notice, as are statements about market and industry trends, which are based on interpretation of market conditions. Actual results and performance may vary materially because events and actual circumstances frequently do not occur as forecast and future results are subject to known and unknown risk such as changes in market conditions and in regulations. Investors should form their own views as to these matters and any assumptions on which any of the forward-looking statements are based on and not place reliance on such statements. To the maximum extent permitted by law, the Responsible Entity and its affiliates and related bodies corporate, and each

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ENTITLEMENT OFFER BOOKLET

of its respective directors, officers, employees, advisers, agents and intermediaries, disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions.

RISKS

onlyRefer to the "Key Risks" section of the Investor Presentation included in Annexure B of this Offer Booklet for a summary of general and specific risk factors that may affect the Trust.

TRADING NEW UNITS

The Responsible Entity and its affiliates and related bodies corporate will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Units they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by the Responsible Entity

r the Registry or otherwise, or who otherwise trade or purport to trade New Units in error or which they do not hold or are entitled to.

If you are in any doubt as to these matters, you should first consult with your stockbroker, accountant or other useprofessional advisers.

personalFor

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ENTITLEMENT OFFER BOOKLET

For personal use only

TABLE OF

CONTENTS

IMPORTANT INFORMATION	2
1.	KEY OFFER DETAILS	6
2.	LETTER TO INVESTORS	8
3.	WHAT SHOULD YOU DO?	13
4.	OVERVIEW OF THE OFFER	15
5.	HOW TO APPLY	18
6.	TAXATION	20
7.	IMPORTANT INFORMATION FOR UNITHOLDERS	24
8.	ELIGIBLE UNITHOLDER DECLARATIONS	29
	ANNEXURE A: ASX ANNOUNCEMENT	31
	ANNEXURE B: INVESTOR PRESENTATION	36
	GLOSSARY OF INDUSTRY TERMS, DEFINED TERMS	64
	AND ABBREVIATIONS
	CORPORATE DIRECTORY	67