NB Private Equity Partners Limited Nbpe: Results Of Meeting And Written Resolutions
24 April 2017 - 9:00PM
UK Regulatory
TIDMNBPE
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:
1. implement the Proposals described in the Circular;
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 Written
Resolutions:
1. 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);
2. enter into the Amended and Restated IMA (a description of which is set
out in the Circular); and
3. 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
http://www.nbprivateequitypartners.com
(END) Dow Jones Newswires
April 24, 2017 07:00 ET (11:00 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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