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.
25 August
2017
NB PRIVATE EQUITY
PARTNERS LIMITED
(the "Company")
Results of
AGM
The Company is pleased to announce
that at the Annual General Meeting of its Class A Shareholders held
at 1.45 p.m. on 24 August 2017, each of the Resolutions tabled were
duly passed without amendment.
The details of each resolution are
as follows:
ORDINARY
RESOLUTIONS
Resolution 1
THAT the
Audited Financial Statements, the Directors' report, and the
Auditors' report for the financial year ended 31 December 2016 be
received and considered.
For (including discretionary) |
26,910,467 votes |
Against |
150 votes |
Withheld |
0 votes |
Resolution 2
THAT the
Directors' remuneration for the financial year ended December 31
2016 as provided in the Directors' report be approved.
For (including discretionary) |
25,249,667votes |
Against |
54,635 votes |
Withheld |
1,606,315 votes |
Resolution 3
THAT Talmai
Morgan as a Director of the Company, retiring in accordance with
the AIC Code and Article 26.2 of the Company's Articles of
Incorporation be re-elected.
For (including discretionary) |
26,464,743 votes |
Against |
445,874 votes |
Withheld |
0 votes |
Resolution 4
THAT John
Falla as a Director of the Company, retiring in accordance with the
AIC Code be re-elected.
For (including discretionary) |
26,906,340 votes |
Against |
4,277 votes |
Withheld |
0 votes |
Resolution 5
THAT Trudi
Clark as a Director of the Company, retiring in accordance with the
AIC Code be re-elected.
For (including discretionary) |
26,910,617 votes |
Against |
0 votes |
Withheld |
0 votes |
Resolution 6
THAT Peter
von Lehe as a Director of the Company, retiring in accordance with
the AIC Code, Article 26.2 of the Company's Articles of
Incorporation and Listing Rules 15.2.12A(1) and 15.2.13A be
re-elected.
For (including discretionary) |
19,337,928 votes |
Against |
5,264,310 votes |
Withheld |
2,308,379 votes |
Resolution 7
THAT John
Buser as a Director of the Company, retiring in accordance with the
AIC Code, Article 26.2 of the Company's Articles of Incorporation
and Listing Rules 15.2.12A(1) and 15.2.13A be re-elected.
For (including discretionary) |
19,337,928 votes |
Against |
5,264,310 votes |
Withheld |
2,308,379 votes |
Resolution 8
THAT KPMG
Channel Islands Limited, who have indicated their willingness to
continue in office, be re-appointed as Auditors of the Company and
to hold office from the conclusion of the Annual General Meeting
until the conclusion of the next Annual General Meeting to be held
in 2018.
For (including discretionary) |
25,249,816 votes |
Against |
1,660,801 votes |
Withheld |
0 votes |
Resolution 9
THAT the
Directors be authorised to determine the remuneration of KPMG
Channel Islands Limited.
For (including discretionary) |
26,910,617 votes |
Against |
0 votes |
Withheld |
0 votes |
Resolution 10
THAT the
interim dividend of $0.25 cents per share in respect of the period
1 July 2016 to 31 December 2016 and the interim dividend of $0.25
cents per share in respect of the period 1 January 2017 to 30 June
2017, declared by the Company, be ratified and approved.
For (including discretionary) |
26,910,617 votes |
Against |
0 votes |
Withheld |
0 votes |
In accordance with LR 9.6.18,
details of those resolutions passed, which were not ordinary
business of the AGM, follow:-
Resolution Type |
Votes For (including discretionary) |
Votes Against |
Votes Withheld* |
11 - Special |
26,860,408 |
50,209 |
0 |
12 - Special |
23,205,111 |
3,705,506 |
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 these
resolutions can be found below:
SPECIAL
RESOLUTIONS
Resolution 11
That the Company be and is hereby
authorised, in accordance with section 315 of the Companies
(Guernsey) Law, 2008, as amended (the "Companies
Law"), subject to the Listing Rules made by the UK Listing
Authority and all other applicable legislation and regulations, to
make market acquisitions (within the meaning of section 316 of the
Companies Law) of its own Class A Shares (as defined in the
Company's Articles) which may be cancelled or held as treasury
shares, provided that:
- the maximum number of Class A
Shares authorised to be purchased under this authority shall be a
number equal to 14.99 per cent. of the Class A Shares in issue
(excluding Class A Shares held in treasury) as at the latest
practicable date prior to the date of this Notice of AGM;
- the minimum price (exclusive of
expenses) which may be paid for a Class A Share is US$0.01; the
maximum price (exclusive of expenses) which may be paid for a Class
A Share shall be not more than an amount equal to the higher of (a)
5 per cent. above the average mid-market value of the Class A
Shares on the regulated market where the repurchase is carried out
for the five business days prior to the day the purchase is made
and (b) the higher of (i) the price of the last independent trade
and (ii) the highest current independent bid price, in each case on
the regulated market where the purchase is carried out,
such authority to expire on the
date which is 15 months from the date of passing of this resolution
or, if earlier, at the end of the Annual General Meeting of the
Company to be held in 2018 (unless previously renewed, revoked or
varied by the Company by special resolution) save that the Company
may make a contract to acquire Class A Shares under this authority
before its expiry which will or may be executed wholly or partly
after its expiration and the Company may make an acquisition of
Class A Shares pursuant to such a contract.
Resolution 12
That the Directors be and are
hereby authorised, pursuant to Article 5.7 of the Articles, to
allot and issue or make offers or agreements to allot and issue,
grant rights to subscribe for, or to convert any securities into,
Class A Shares (including by way of sale of Class A Shares from
treasury) ("Relevant Securities") for cash up
to the aggregate number of Class A Shares as represent 9.99 per
cent. of the Class A Shares in issue as at the latest practicable
date prior to the date of this Notice of AGM (excluding any Class A
Shares held in treasury and after giving effect to the exercise of
any warrants, options or other convertible securities outstanding
as at such date) as if Article 5.2 of the Articles did not apply to
any such allotment and issue, such authority to expire on the date
which is 15 months from the date of the passing of this resolution
or, if earlier, at the end of the Annual General Meeting of the
Company to be held in 2018 (unless previously renewed, revoked or
varied by the Company by a special resolution) save that the
Company may, before such expiry, make an offer or agreement which
would or might require Relevant Securities to be allotted and
issued after such expiry and the directors may allot and issue
Relevant Securities in pursuance of such an offer or agreement as
if the authority conferred by this resolution had not
expired.
The Board notes that a significant
number of votes were cast against resolutions 6 and 7 and
recognises the concerns which have been expressed. The Board
however is of the opinion that having board members from the
Investment Manager produces a stronger alignment of interests
between Neuberger Berman and the Company.
The Board and Management team
regularly meet with shareholders and are always available to
discuss specific items of concern with them.
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
Premium Segment of the Main Market of the London Stock Exchange.
NBPE has 2022 ZDP Shares admitted to trading on the Specialist Fund
Segment of the Main Market of the London Stock Exchange. NBPE holds
a diversified portfolio of direct equity investments, direct income
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 1,900 professionals, as of June 30,
2017. The company was named the #1 firm in Pensions &
Investments 2016 Best Places to Work in Money Management survey
(among those with 1,000 employees or more). Tenured, stable and
long-term in focus, the firm fosters an investment culture of
fundamental research and independent thinking. It manages $271
billion in client assets as of June 30, 2017. For more information,
please visit our website at www.nb.com.
This press
release 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 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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