pro rata portion of the Trust Account will be approximately $10.29 at the time of the Extraordinary General Meeting. The closing price of the Public Shares on September 4, 2019 was $10.30. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.01 less than if the stock was sold in the open market. Pace cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Pace believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Pace does not complete the Business Combination prior to the Termination Date. If the Extension Amendment Proposal and Trust Amendment Proposal are approved by the requisite vote of shareholders, the remaining holders of Public Shares will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account, should they elect, when the Business Combination is submitted to shareholders for approval and adoption.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, and the Business Combination is not completed before September 30, 2019, as contemplated by and in accordance with the Articles and Trust Agreement, Pace will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest subject to an annual limit of $750,000 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Pace’s remaining shareholders and the Pace Board, dissolve and liquidate, subject in each case to Pace’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

A special resolution, being the affirmative vote of holders of at leasttwo-thirds of the Public Shares and Pace’s Class F shares, par value $0.0001 per share (the “Class F Shares” and, together with the Public Shares, the “Pace Ordinary Shares”), represented in person or by proxy and entitled to vote and who vote thereon at the Extraordinary General Meeting (voting together as a single class) will be required to approve the Extension Amendment Proposal. The affirmative vote of holders sixty five percent (65%) the issued and outstanding Pace Ordinary Shares will be required to approve the Trust Amendment Proposal.

The approval of both the Extension Amendment Proposal and the Trust Amendment Proposal are essential to the Business Combination and the implementation of the Pace Board’s plan to extend the date by which Pace must consummate the Business Combination. Therefore, the Pace Board will abandon and not implement either amendment unless Pace’s shareholders approve both the Extension Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect. Notwithstanding shareholder approval of the Trust Amendment Proposal, the Pace Board will retain the right to abandon and not implement the Trust Amendment Proposal at any time without any further action by Pace shareholders.

Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the Pace Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting. The Adjournment Proposal will only be put forth for a vote if the Extension Amendment Proposal and Trust Amendment Proposal are not approved at the Extraordinary General Meeting.

The Pace Board has fixed the close of business on August 23, 2019 (the “Record Date”) as the date for determining Pace’s shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Pace Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof.

After careful consideration of all relevant factors, the Pace Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are fair totimes and in the best

interestsmanners described on page 8 of Pace and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed is the proxy statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, Pace urges you to read this material carefully and vote your shares.

By Order of the Board of Directors

David Bonderman

Chairman of the Board of Directors

Fort Worth, Texas

September 5, 2019

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure thatstatement.

price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.01 less than if the stock was sold in the open market. Pace cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Pace believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Pace does not complete the Business Combination prior to the Termination Date. If the Extension Amendment Proposal and Trust Amendment Proposal are approved by the requisite vote of shareholders, the remaining holders of Public Shares will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account, should they elect, when the Business Combination is submitted to shareholders for approval and adoption.

Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extension.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, and the Business Combination is not completed before September 30, 2019, as contemplated by and in accordance with the Articles and the Trust Agreement, Pace will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest subject to an annual limit of $750,000 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Pace’s remaining shareholders and the Pace Board, dissolve and liquidate, subject in each case to Pace’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

TPG Pace II Sponsor, LLC (“Pace Sponsor”) and the current independent directors of Pace (collectively, the “Pace Initial Shareholders”) have waived their rights to participate in any liquidation distribution with respect to the 11,250,000 Pace Class F Shares, par value $0.0001 per share (the “Founder Shares,” and together with the Public Shares, the “Pace Ordinary Shares”) held by them. As a consequence of such waivers, a liquidating distribution will be made only with respect to the Public Shares. There will be no distribution from the Trust Account with respect to Pace’s warrants, which will expire worthless in the event Pace dissolves and liquidates the Trust Account.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, Pace will: (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the Trust Account relating to the redeemed Public Shares and (ii) deliver to the holders of such redeemed Public Shares their pro rata portion of the Withdrawal Amount. The remainder of such funds will remain in the Trust Account and be available for use by Pace to complete the Business Combination on or before the Extended Date. The remaining holders of Public Shares will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account, should they elect, when the Business Combination is submitted to shareholders.

Record holders of Pace Ordinary Sharesrecord at the close of business on August 23, 2019 (the “Record Date”)March 15, 2023, which we have set as the record date, are entitled to notice of and to vote or have their votes cast at the Extraordinary General Meeting. meeting.

This proxy statement is dated September 5, 2019 and is first being mailed to shareholders on or about that date.

By Ordershares of the Board of Directors

David Bonderman

Chairman of the Board of Directors

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Pace’s current views with respect to, among other things, Pace’s pending Business Combination with Accel, its capital resources and results of operations. Likewise, Pace’s consolidated financial statements and all of Pace’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect Pace’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Pace does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect Pace’s good faith beliefs, they are not guarantees of future performance. Pace disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Pace’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Pace’s Annual Report on Form10-K for the year ended December 31, 2018. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Pace (or to third parties making the forward-looking statements).

If the Extension is implemented and one or more Pace shareholders elect to redeem their shares pursuant to the redemption, Pace will remove the Withdrawal Amount from the Trust Account with respect to such redeemed Public Shares, deliver to the holders of such redeemed Public Shares the pro rata portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for Pace’s use in connection with consummating the Business Combination on or before the Extended Date.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account will reduce Pace’s net asset value. Pace cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $462,700,000 million that was in the Trust Account as of the Record Date.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, and Pace does not complete the Business Combination before September 30, 2019, at the Extraordinary General Meeting or at any adjournment thereof, Pace will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest subject to an annual limit of $750,000 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Pace’s remaining shareholders and the Pace Board, dissolve and liquidate, subject in each case to Pace’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The holders of the Founder Shares have waived their rights to participate in any liquidation distribution with respect to such shares. There will be no distribution from the Trust Account with respect to Pace’s warrants, which will expire worthless in the event that Pace dissolves and liquidates the Trust Account. Pace will pay the costs of liquidation from its remaining assets outside of the Trust Account.

On June 13, 2019, Pace, each of the shareholders of Accel Entertainment, Inc., an Illinois corporation (“Accel”), as set forth in Schedule 1 thereto and David Ruttenberg and Gordon Rubenstein, each in their capacity as a shareholder representative, entered into the Transaction Agreement with respect to the Business Combination.

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While Pace has entered into the Transaction Agreement and intends to file with the Securities and Exchange Commission (the “SEC”) the Registration Statement with respect to the Business Combination promptly, the Pace Board currently believes that there may not be sufficient time before the Termination Date to hold an Extraordinary General Meeting at which to conduct a vote for shareholder approval of the Business Combination and to consummate the Business Combination. Pace believes that given Pace’s expenditure of time, effort and money on the Business Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination, and further, that in order to be able to consummate the Business Combination, Pace will need to obtain the Extension. Accordingly, the Pace Board is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to extend Pace’s corporate existence until the Extended Date.

You are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your Public Shares at this time, you will retain the right to vote on the Business Combination, and any other proposed transaction, when and if one is submitted to shareholders and the right to redeem your Public Shares in exchange for the right to receive a pro rata portion of the funds available in the Trust Account in the event a proposed transaction is approved and completed or Pace has not consummated a transaction by the Extended Date.

The approval of the Trust Amendment Proposal requires the affirmative vote of holders of sixty five percent (65%) of the issued and outstanding Pace Ordinary Shares. Approval of the Trust Amendment Proposal is a condition to the implementation of the Extension Amendment Proposal. Failure to vote by proxy or to vote in person at the Extraordinary General Meeting or an abstention from voting will be treated as voting “AGAINST” the Trust Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established. The holders of a majority of the Pace Ordinary Shares beingissued and outstanding shares of Class A-1 common stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the meeting under our bylaws and Delaware state law. Each stockholder voting at the meeting, either in person or by proxy, may cast one vote per share of Class A-1 common stock held on all matters to be voted on at the meeting.

The Pace Initial Shareholders and Pace’s other current directors and officers and their respective affiliates are not entitled to redeem any shares in connection with the Extension Amendment Proposal and the Trust Amendment Proposal. On the Record Date, the Pace Initial Shareholders and Pace’s other current directors and officers and their respective affiliates beneficially owned and were entitled to vote 11,250,000 Founder Shares, representing approximately 20%thereon.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved at the extraordinary general meeting or at any adjournment thereof, and the Business Combination is not consummated by September 30, 2019, Pace will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest subject to an annual limit of $750,000 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Pace’s remaining shareholders and the Pace Board, dissolve and liquidate, subject in each case to Pace’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Pace Initial Shareholders waived their rights to participate in any liquidation distribution with respect to their Founder Shares. There will be no distribution from the Trust Account with respect to the Pace warrants which will expire worthless in the event Pace dissolves and liquidates the Trust Account. Pace will pay the costs of liquidation from its remaining assets outside of the Trust Account.

Pace will remain a reporting company under the Securities Exchange Act of 1934 and its Public Shares and warrants will remain publicly traded.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of Pace held by Pace’s officers, directors, the Pace Initial Shareholders and their affiliates. In addition, the Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned, in part, on the Trust Account having certain adequate funds. As a result, Pace may not be able to consummate the Business Combination if the removal of the Withdrawal Amount reduces the value of the Trust Account below the required funds amount.

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Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be

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voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 10:00 a.m. New York time on September 20, 2019.

Voting in Person at the Meeting. If you attend the Extraordinary General Meeting and plan to vote in person, you will be provided with a ballot at the Extraordinary General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Extraordinary General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, you will need to bring to the Extraordinary General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

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In order to exercise your redemption rights, you must (i) check the box on the enclosed proxy card to elect redemption, (ii) check the box on the enclosed proxy card marked “Shareholder Certification,” (iii) if you hold Public Units, separate the underlying Public Shares and Public Warrants, and (iv) prior to 5:00 p.m. New York time on September 18, 2019 (two business days before the Extraordinary General Meeting), tender your shares physically or electronically and submit a request in writing that Pace redeem your Public Sharesthree Class I nominees for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked “Shareholder Certification” if you are not acting in concert or as a “group” (as defined inSection 13d-3 of the Exchange Act) with any other shareholder with respect to the Public Shares. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined inSection 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares included in the Public Units sold in the Pace IPO. Accordingly, all Public Shares in excess of the aforementioned 15% threshold beneficially owned by a Pace public shareholder or group will not be redeemed for cash.

Pace shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Pace’s understanding that Pace shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Pace does not have any control over this process and it may take longer than two weeks. Pace shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Pace shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the datedirector set forth in this proxy statement, or up to two business days prior to(2) “for” the vote onnon-binding advisory resolution approving the proposal to approve the Extension Amendment and the Trust Amendment at the Extraordinary General Meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s (DTC) Deposit/Withdrawal At Custodian (DWAC) system, at such shareholder’s option.The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal and the Trust Amendment Proposal are approved.

There is a nominal cost associated with the above-referenced tendering process and the actcompensation of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically

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charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares,our named executive officers as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

TPG Pace Holdings Corp.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

(212)405-8458

Email: Pace@tpg.com

You may also contact the proxy solicitor for Pace at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Individuals, please call toll-free: (800)662-5200

Banks and brokerage, please call: (203)658-9400

Email: TPGH.info@morrowsodali.com

To obtain timely delivery, Pace shareholders must request the materials no later than September 13, 2019, or five business days prior to the Extraordinary General Meeting.

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You may also obtain additional information about Pace from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the Transfer Agent prior to the Extraordinary General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

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EXTRAORDINARY GENERAL MEETING OF PACE SHAREHOLDERS

This proxy statement is being provided to Pace shareholders as part of a solicitation of proxies by the Pace Board for use at the Extraordinary General Meeting of Pace Shareholders to be held on September 20, 2019, and at any adjournment thereof. This proxy statement contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about September 5, 2019 to all shareholders of record of Pace as of August 23, 2019, the record date for the Extraordinary Meeting. Shareholders of record who owned Pace Ordinary Shares at the close of business on the record date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be held at 10:00 a.m., on September 20, 2019 at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the proposals.

Proposals at the Extraordinary General Meeting

At the Extraordinary General Meeting, Pace shareholders will vote on the following proposals:

Voting Power; Record Date

As a shareholder of Pace, you have a right to vote on certain matters affecting Pace. The proposals that will be presented at the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you owned Pace Ordinary Shares at the close of business on August 23, 2019, which is the Record Datestatement, (3) “one year” for the Extraordinary General Meeting. You are entitledfrequency of holding future non-binding advisory votes on the compensation of our named executive officers, (4) “for” the proposal to one voteratify the appointment of KPMG LLP, as the Company’s independent registered public accounting firm for each Pace Ordinary Share that you ownedthe fiscal year ending December 31, 2023, (5) “for” the amendment and restatement of our long term incentive plan, and (6) as the persons specified in the proxy deem advisable in their discretion on such other matters as may come before the meeting. As of the closedate of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 56,250,000 Pace Ordinary Shares outstanding, of which 45,000,000 are Public Shares and 11,250,000 are Founder Shares held by the Pace Initial Shareholders.

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THE PACE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

The approval of Extension Amendment Proposal requires the affirmative vote of holders oftwo-thirds of the Pace Ordinary Shares represented in person or bythis proxy and entitled to vote and who vote thereon at the Extraordinary General Meeting. Accordingly, a Pace shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Pace Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote willstatement, we have received no effect on the outcomenotice of any vote on the Extension Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Extension Amendment Proposal. The holders of a majority of the Pace Ordinary Shares being present in person or by proxy shall be a quorum.

The approval of the Trust Amendment Proposal requires the affirmative vote of holders of sixty five percent (65%) of the issued and outstanding Pace Ordinary Shares. Failure to vote by proxy or to vote in person at the Extraordinary General Meeting or an abstention from voting will be treated as voting “AGAINST” the Trust Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established. The holders of a majority of the Pace Ordinary Shares being present in person or by proxy shall be a quorum.

The approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the Pace Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting. Accordingly, a Pace shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Pace Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Adjournment Proposal. The holders of a majority of the Pace Ordinary Shares being present in person or by proxy shall be a quorum.

If Pace does not receive approval for the Extension Amendment Proposal and the Trust Amendment Proposal, it is likely that Pace will fail to complete an initial business combination by September 30, 2019, and will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders.

Voting Your Shares – Shareholders of Record

If you are a Pace shareholder of record, you may vote by mail or in person at the Extraordinary General Meeting. Each Pace Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Extraordinary General Meeting. Your one or more proxy cards show the number of Pace Ordinary Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your

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No Additional Matters

The Extraordinary General Meeting has been called only to consider the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Under the amended and restated memorandum and articles of association of Pace, other than procedural matters incident to the conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they are not included in this proxy statement, which serves as the notice of the Extraordinary General Meeting.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or directyour shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote in respect of your Pace Ordinary Shares, you may call Morrow, Pace’s proxy solicitor, at (800)662-5200 (toll free), or banks and brokerage firms, please call collect at (203)658-9400.

Redemption Rights

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, each public shareholder may seek to redeem his Public Shares for a pro rata portion of the funds available in the Trust Account, less any income taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares.

In order to exercise your redemption rights, you must:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

and

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Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement or up(“Proposal 2”), the proposal for the frequency of future non-binding advisory votes to two business days prior toapprove the vote oncompensation of our named executive officers (“Proposal 3”), the proposal to approve the Extension Amendment amendment and restatement of our long term incentive plan (“Proposal 5”) and the Trust Amendment Proposalany other proposals presented at the Extraordinary GeneralAnnual Meeting orare non-routine matters. We encourage you to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding Public Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Public Units registered in your own name, you must deliver the certificate for such Public Units to Continental Stock Transfer & Trust Company, the Transfer Agent, with writtenprovide voting instructions to separate such Public Units into Public Sharesyour broker, whether or not you plan to attend the Annual Meeting.

the Extraordinary General Meeting. Pace and its directors, officers and employees may also solicit proxies in person. Pace will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Pace will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distributionAbstentions” section of this proxy statement andfor purposes of determining the related proxy materials. Paceapproval of any matter submitted to stockholders for a vote.

Additionally, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and Pace consummates an initial business combination, the officers and directors may have additional interests that would be described in the proxy statement for such transaction.

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PROPOSAL NO. 1 -- THE EXTENSION AMENDMENT PROPOSAL

Overview

Pace is proposing to amend its Articles to extend the date by which Pace has to consummate a business combination to the Extended Date so as to give Pace more time to complete the Business Combination. A copy of the special resolution to amend the Articles of Pace is attached to the proxy statement as part of Annex A.

The Business Combination qualifies as a “business combination” under Pace’s Articles, but Pace believes that there may not be sufficient time before the Termination Date to hold an extraordinary general meeting at which to conduct a vote for shareholder approval of the Business Combination and consummate the closing of the Business Combination. Accordingly, Pace’s board of directors believes that in order to be able to consummate the Business Combination, Pace will need to obtain the Extension. Pace believes that given Pace’s expenditure of time, effort and money on the Business Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination.

All holders of Pace’s Public Shares, whether they vote for or against the Extension Amendment Proposal, are entitled to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the Trust Account, provided that the Extension is implemented. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $461,300,000 as of June 30, 2019, the estimated per share redemption price would have been approximately $10.25. Pace estimates that the per share pro rata portion of the Trust Account will be approximately $10.29 at the time of the Extraordinary General Meeting. The closing price of the Public Shares on September 4, 2019 was $10.30. Accordingly, if the market price were to remain the same until the date of the extraordinary general meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.01 less than if they sold their stock in the open market. Pace cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Pace believes that such redemption right enables Pace’s public shareholders to determine not to sustain their investments for an additional period if Pace does not complete the Stock Purchase in the timeframe contemplated by the terms of its Articles. If the Extension Amendment Proposal and Trust Amendment Proposal are approved by the requisite vote of shareholders, the remaining holders of Public Shares will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account, should they elect, when the Stock Purchase is submitted to shareholders for approval and adoption.

Reasons for the Extension Amendment Proposal

Pace’s Articles provide that Pace has until September 30, 2019 to complete a business combination. Pace and its officers and directors agreed that it would not seek to amend Pace’s Articles to allow for a longer period of time to complete a business combination unless it provided dissenting holders of Public Shares with the right to seek redemption of their Public Shares in connection therewith. Because Pace has determined in its reasonable judgment that it may not be able to complete the Business Combination, or any other initial business combination, by September 30, 2019, Pace has determined to seek shareholder approval to extend the time for closing a business combination beyond September 30, 2019 to the Extended Date.

The Extension Amendment Proposal is essential to allowing Pace more time to obtain approval for the Business Combination at an extraordinary general meeting and to consummate the closing of the Business Combination, the (“Closing”) Pace changed its name to “Accel Entertainment, Inc.” and its trading symbols on the NYSE from “TPGH” to “ACEL.”

live event tickets, from June 2008 to June 2010, as general counsel at Pure Digital Technologies, Inc., the purposeproducer of winding up; (ii)Flip Video camcorders, from September 2007 to June 2008, and as promptlygeneral counsel at StubHub, Inc., an online live event ticket marketplace, from May 2005 to April 2006. Ms. Philips served as reasonably possible but notgeneral counsel at Hotwire, Inc. from 2001 to 2004 and as its corporate counsel from 2000 to 2001. Ms. Philips was an attorney in private practice at Cooley Godward LLP from 1998 to 2000 and at Stoel Rives LLP from 1997 to 1998. Ms. Philips holds a B.A. in Political Science from the University of California, Berkeley, and a J.D. from the University of

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

and

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the dateinformation about these awards set forth in the “2022 Summary Compensation Table” above.