NB Private Equity Partners Limited Nb Private Equity Partners Limited : Result Of Agm
25 August 2017 - 4:00PM
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.
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:-
Votes For (including
Resolution Type 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:
1. 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;
2. 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
http://www.nbprivateequitypartners.com
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August 25, 2017 02:00 ET (06:00 GMT)
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