THE INFORMATION CONTAINED HEREIN
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
AUSTRALIA, CANADA, ITALY, DENMARK, JAPAN, THE UNITED STATES, OR TO
ANY NATIONAL OF SUCH JURISDICTIONS.
24 April
2017
NB PRIVATE EQUITY
PARTNERS LIMITED
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 24 April 2017 and
confirms that the resolution was passed as an ordinary resolution
by the Company's Class A shareholders.
In accordance with LR 9.6.18,
details of the resolution passed at the Class A Shareholder Meeting
is as follows:
Resolution Type |
Votes
for |
Votes
Against |
Votes
Withheld* |
1 -
Ordinary |
31,393,284 |
9,700 |
0 |
*A vote withheld is not a vote in
law and is therefore not counted towards the proportion of votes
"for" or "against" the Resolution.
The full wording of the resolution
can be found below:
THAT the
Company be and is hereby authorised to:
-
implement the Proposals described in the
Circular;
-
apply for the Class A Shares to be admitted to
the Official List and to trading on the Premium Segment;
and, conditional upon Admission
and the approval of the Written Resolutions:
-
adopt the New Articles produced to the Class A
Meeting and, for the purposes of identification, initialled by the
Chairman, as the new articles of incorporation of the Company in
substitution for, and to the exclusion, in their entirety, of, the
Existing Articles (and the Class A Shareholders hereby sanction any
variation to their rights as a class occasioned by the adoption of
the New Articles);
-
enter into the Amended and Restated IMA (a
description of which is set out in the Circular); and
-
enter into the Amended and Restated Investment
Partnership Agreement (a description of which is set out in the
Circular).
The Company also announces that,
inter alia, the following Written Resolutions
were approved on 24 April 2017 by the Company's Class B
Shareholder:-
SPECIAL
RESOLUTION
1. THAT the Company be and is hereby authorised to:
1.1 implement the Proposals
described in the Circular issued by the Company to the Class A
Shareholders dated 28 March 2017 (the "Circular"); and
1.2 apply for the Class A
Shares to be admitted to the Official List and to trading on the
Premium Segment;
and, conditional upon Admission
and the approval of the ordinary resolution being obtained at the
Class A Meeting of the holders of Class A Shares being held for
that purpose:
1.3 adopt the New Articles
annexed hereto as the new articles of incorporation of the Company
in substitution for, and to the exclusion, in their entirety, of,
the Existing Articles;
1.4 enter into the Amended and
Restated IMA (a description of which is set out in the Circular);
and
1.5 enter into the Amended and
Restated Investment Partnership Agreement (a description of which
is set out in the Circular).
ORDINARY
RESOLUTION
2.
THAT Trudi Clark be and is hereby appointed as
a Director of the Company with effect from the conclusion of the
committee meeting of the board of directors of the Company to be
held on 24 April 2017.
This announcement may contain
inside information.
Talmai
Morgan
Chairman
Note: Unless otherwise indicated,
capitalised terms used in this announcement shall have the meanings
given to them in the Circular.
For further
information, please contact:
NBPE Investor
Relations +1 214 647 9593
Jefferies
International Limited +44 207 029 8000
Stuart Klein
Heritage
International Fund Managers Limited +44 1481 716000
Dwayne Mahrer
James Christie
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 two classes of ZDP shares; the 2017 ZDP shares
and the 2022 ZDP shares. The 2017 ZDP shares are admitted to
trading on the Specialist Fund Segment of the Main Market of the
London Stock Exchange and the Official List of The International
Stock Exchange. The 2022 ZDP shares are admitted to trading on the
Specialist Fund Segment of the Main Market of the London Stock
Exchange. 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.
NBPE is established as a
non-cellular company limited by shares incorporated in the Island
of Guernsey. NBPE is authorised by the Guernsey Financial Services
Commission as an authorised closed-ended investment scheme under
section 8 of the Protection of Investors (Bailiwick of Guernsey)
Law, 1987, as amended, and the Authorised Closed-Ended Investment
Schemes Rules 2008. 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 Dutch Financial Supervision Act (Wet op het financieel
toezicht).
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 more than 1,900 professionals and the company was
named by Pensions & Investments as a Best Place to Work in
Money Management for four consecutive years. Tenured, stable and
long-term in focus, the firm fosters an investment culture of
fundamental research and independent thinking. It manages $255
billion in client assets as of December 31, 2016. For more
information, please visit our website at www.nb.com.
IMPORTANT
NOTICES
This announcement appears as a
matter of record only and does not constitute an offer to issue or
sell, or a solicitation of an offer to purchase, subscribe for or
otherwise acquire, any securities in any jurisdiction. The
information contained in this announcement is given at the date of
its publication and is subject to updating, revision and amendment.
The contents of this announcement have not been approved by any
competent regulatory or supervisory authority.
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 "forward-looking statements" which are
based on current expectations, estimates, projections, opinions and
beliefs of NBPE's investment manager. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors, and undue reliance should not be placed thereon.
Forward-looking statements can be identified in some cases by the
use of forward-looking terminology, including terms such as
"intends", "intention", "will", "continue", "believe", "view" or,
in each case, variations or comparable terminology. Forward-looking
statements are not guarantees of future events or performance. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future and may be
beyond the Company's ability to control or predict. Examples of
such circumstances include required regulatory or stock exchange
approvals. Actual events or results or the actual performance of
NBPE may differ materially from those reflected or contemplated in
such forward-looking statements.
The distribution of this
announcement in certain jurisdictions may be restricted by law and
persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions.
The Company has not been and will
not be registered under the US Investment Company Act of 1940, as
amended (the "Investment Company Act"). The
Class A Shares have not been and will not be registered under the
US Securities Act of 1933 (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
pledged or otherwise transferred, directly or indirectly, into or
within the United States, or to or for the benefit of "U.S.
persons" as defined in Regulation S under the Securities Act,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States and in a manner which would
not require the Company to register under the Investment Company
Act.
Jefferies is authorised and
regulated by the FCA and is acting as the Company's sponsor (the
"Sponsor") in connection with the Admission
and will not be acting for any other person, will not regard any
other person as a client in relation to the Admission, and will not
be responsible to any person other than the Company for providing
the protections afforded to clients of Jefferies or for advising
any other person in respect of the proposed Admission.
This announcement has been
prepared by the Company and its investment manager, NB Alternatives
Advisers LLC (the "Investment Manager"). No
liability whatsoever (whether in negligence or otherwise) arising
directly or indirectly from the use of this announcement is
accepted and no representation, warranty or undertaking, express or
implied, is or will be made by the Company, the Investment Manager,
the Sponsor or any of their respective directors, officers,
employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions
contained herein or for any errors, omissions or misstatements.
None of the Investment Manager, the Sponsor nor any of their
respective Agents makes or has been authorised to make any
representation or warranties (express or implied) in relation to
the Company or as to the truth, accuracy or completeness of this
announcement, or any other written or oral statement provided. In
particular, no representation or warranty is given as to the
achievement or reasonableness of, and no reliance should be placed
on any projections, targets, estimates or forecasts contained in
this announcement and nothing in this announcement is or should be
relied on as a promise or representation as to the future.
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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