7 September 2016
NB Private Equity
Partners Limited ("the "Company")
Results of Class A
Shareholder Meeting and Class B Written Resolutions
NB Private Equity Partners Limited
(the "Company") announces that it held a General Meeting of its
Class A Shareholders at Lefebvre Place, Lefebvre Street, St Peter
Port, Guernsey on 7 September 2016 and confirms that the following
resolution was unanimously passed as an ordinary resolution by the
Company's Class A shareholders:-
THAT for the
purposes of Article 4.4.4(B) of the Company's articles of
incorporation, the Company be and is hereby authorised by the Class
A Shareholders to implement the Proposals described in the circular
issued by the Company to the Class A Shareholders dated 8 August
2016 and the Class A Shareholders hereby sanction any variation to
their rights as a class occasioned by the implementation of the
Proposals.
The Company also announces that the
following Written Special Resolutions were approved on 7 September
2016 by the Company's Class B Shareholders:-
1. THAT the Company be and is hereby authorised to
implement the Proposals described in the Circular issued by the
Company to the Class A Shareholders dated 8 August 2016.
2. THAT the
Memorandum of Incorporation of the Company be and is hereby amended
as follows:
2.1
paragraph 3 shall be deleted in its entirety;
2.2 paragraph 4 shall be deleted in its
entirety;
2.3 paragraph 5
shall be deleted and replaced as follows:
"The liability of the Members is limited to the amount for the time
being remaining unpaid on the Shares (as defined in the Articles of
Incorporation) held by each of them respectively.";
2.4 paragraph 6
shall be deleted and replaced as follows:
"The Company is a non-cellular company within the meaning of
section 2(1)(c) of the Companies (Guernsey) Law, 2008, as amended
(the "Law").";
2.5 paragraph 7
shall be deleted and replaced as follows:
"The Company is limited by shares within the meaning of section
2(2)(a)(i) of the Law.";
2.6 paragraph 8
shall be deleted and replaced as follows:
"The Company shall have power by special resolution to make
provision in this Memorandum of Incorporation for any matter
mentioned in section 15(7) of the Law.";
2.7 paragraph 9
shall be deleted and replaced as follows:
"The Company shall have power by special resolution to alter any
provision in this Memorandum of Incorporation mentioned in section
15(7) of the Law.".
2.8 paragraph 10
shall be deleted in its entirety; and
2.9 paragraph 11 shall be
deleted in its entirety.
3. THAT the regulations contained in the document annexed
hereto ("New Articles") be and are hereby
approved and adopted as the new Articles of Incorporation of the
Company in substitution for and to the exclusion of the existing
Articles of Incorporation of the Company.
For further
information, please contact:
NBPE Investor
Relations
+1 214 647 9593
Neustria
Partners
+44 20 3021 2580
Nick
Henderson
Nick.Henderson@neustriapartners.com
Robert Bailhache
Robert.Bailhache@neustriapartners.com
Charles Gorman
Charles.Gorman@neustriapartners.com
ABOUT NB PRIVATE
EQUITY PARTNERS LIMITED
NBPE is a closed-end private equity
investment company with class A ordinary shares admitted to trading
on Euronext Amsterdam and the Specialist Fund Segment of the Main
Market of the London Stock Exchange. NBPE has ZDP shares admitted
to trading on the Specialist Fund Segment of the Main Market of the
London Stock Exchange and the Daily Official List of The Channel
Islands Securities Exchange Authority Limited. NBPE holds a
diversified portfolio of direct income investments, direct equity
investments and fund investments selected by the NB Alternatives
group of Neuberger Berman diversified across private equity asset
class, geography, industry, vintage year, and sponsor.
ABOUT NEUBERGER
BERMAN
Neuberger Berman, founded in 1939, is
a private, independent, employee-owned investment manager. The firm
manages equities, fixed income, private equity and hedge fund
portfolios for institutions and advisors worldwide. With offices in
19 countries, Neuberger Berman's team is approximately 2,000
professionals and the company was named by Pensions &
Investments as a Best Place to Work in Money Management for three
consecutive years. Tenured, stable and long-term in focus, the firm
fosters an investment culture of fundamental research and
independent thinking. It manages $246 billion in client assets as
of June 30, 2016. For more information, please visit our website at
www.nb.com.
This announcement
appears as a matter of record only and does not constitute an offer
to sell or a solicitation of an offer to purchase any security.
NBPE is established as a closed-end investment company domiciled in
Guernsey. NBPE has received the necessary consent of the Guernsey
Financial Services Commission and the States of Guernsey Policy
Council. NBPE is registered with the Dutch Authority for the
Financial Markets as a collective investment scheme which may offer
participations in The Netherlands pursuant to article 2:66 of the
Financial Markets Supervision Act (Wet op het financial toezicht).
All investments are subject to risk. Past performance is no
guarantee of future returns. The value of investments may
fluctuate. Results achieved in the past are no guarantee of future
results. This document is not intended to constitute legal, tax or
accounting advice or investment recommendations. Prospective
investors are advised to seek expert legal, financial, tax and
other professional advice before making any investment decision.
Statements contained in this document that are not historical facts
are based on current expectations, estimates, projections, opinions
and beliefs of NBPE's investment manager. Such statements involve
known and unknown risks, uncertainties and other factors, and undue
reliance should not be placed thereon. Additionally, this document
contains "forward-looking statements." Actual events or results or
the actual performance of NBPE may differ materially from those
reflected or contemplated in such targets or forward-looking
statements.
This announcement
may not be published, distributed or transmitted by any means or
media, directly or indirectly, in whole or in part, in or into the
United States. This announcement does not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the
United States. The securities mentioned herein have not been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States and will not be offered, sold, exercised, resold,
transferred or delivered, directly or indirectly, in or into the
United States or to, or for the account or benefit of, any US
person (as defined under Regulation S under the US Securities
Act). The Company has not been, and will not be, registered
under the U.S. Investment Company Act of 1940, as amended.
Neither this
announcement nor any copy of it may be: (i) taken or transmitted
into or distributed in any member state of the European Economic
Area (other than the Netherlands and the United Kingdom), Canada,
Australia or the Republic of South Africa or to any resident
thereof, or (ii) taken or transmitted into or distributed in Japan
or to any resident thereof. Any failure to comply with these
restrictions may constitute a violation of the securities laws or
the laws of any such jurisdiction. The distribution of this
announcement in other jurisdictions may be restricted by law and
the persons into whose possession this document comes should inform
themselves about, and observe, any such restrictions.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: NB Private Equity Partners Limited via
Globenewswire
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