TIDMNBPE
The information contained in this announcement is restricted and is not
for publication, release or distribution, in whole or in part, directly
or indirectly, to any US Persons (as defined below) or in or into the
United States of America, any member states of the European Economic
Area (other than the Netherlands and the United Kingdom), Canada,
Australia, Japan or South Africa or any other jurisdiction, or to any
other person, where to do so would constitute a violation of applicable
law.
Potential Issuance of 2024 ZDP Shares
4 May 2018
NB Private Equity Partners Limited ("NBPE" or the "Company"), a
closed-end private equity investment company, announces that it has
published a circular and a notice of a meeting of the Company and the
Class A Shareholders (the "Circular") in connection with a proposed
creation of a new class of zero dividend preference shares in the
capital of the Company, which would be due for redemption on 30 October
2024 ("2024 ZDP Shares").
The creation of the new class of 2024 ZDP Shares requires certain
amendments to be made to the Company's articles of incorporation (the
"Articles"). The proposed creation and issue of 2024 ZDP Shares and the
proposed amendments to the Articles (together being the "Proposals")
require the approval of the Class A Shareholders, the Class B
Shareholder and the Company.
The meeting of the Class A Shareholders to consider and, if thought fit,
approve the Proposals at the Company Extraordinary General Meeting
("EGM") at 10:00 a.m. on 22 May 2018 and the Class A Meeting at 10:15
a.m. on 22 May 2018 will be held at Lefebvre Place, Lefebvre Street, St.
Peter Port, Guernsey. Class A Shareholders are requested to return the
Company EGM Form of Proxy by no later than 10:00 a.m. on 18 May 2018 and
return the Class A Meeting Form of Proxy by no later than 10:15 a.m. on
18 May 2018.
Proposed 2024 ZDP Share issuance
Subject to the passing of the Proposals, the Company intends that up to
50 million 2024 ZDP Shares (in aggregate) may be issued by way of an
initial placing (the "Initial Placing") and offer for subscription (the
"Offer for Subscription"). If the total number of 2024 ZDP Shares issued
pursuant to the Offer for Subscription and the Initial Placing is less
than 50 million, then the Company may carry out further placings, at its
sole discretion (any such Placing, a "Subsequent Placing", and the Offer
for Subscription, Initial Placing and Subsequent Placings together,
being the "Issue").
2024 ZDP Shares shall be issued pursuant to the Initial Placing and
Offer for Subscription at an issue price of 100 pence per 2024 ZDP Share
(the "Issue Price").
Benefits of the Issue
The Directors believe that the creation of the new class of 2024 ZDP
Shares will be beneficial for the Company for a number of reasons. In
particular, the Directors believe that:
-- the current market environment continues to produce attractive investment
opportunities for the Company and that an issue of 2024 ZDP Shares will
provide the Company with operational flexibility to continue to execute
its investment strategy at an appropriate pace;
-- an issue of 2024 ZDP Shares is expected to allow the Company to further
its investment strategy. Over time, this is expected to lead to continued
growth in the Company's NAV as the Investment Manager takes advantage of
attractive equity and debt investment opportunities alongside private
equity sponsors. The Credit Facility allows the Company flexibility to
invest more when favourable opportunities and market conditions arise,
and allows the ability to pay down from realisations over time. The issue
of 2024 ZDP Shares would provide a small amount of additional structural
leverage, allowing the Company to maintain its targeted level of
investment of 115 to 120 per cent. of the Net Asset Value of the Class A
and Class B Shares;
-- an issue of 2024 ZDP Shares will allow the Company to have a lower debt
ratio, against which its senior debt covenants are measured, providing
greater operational flexibility;
-- an issue of 2024 ZDP Shares will provide the Company with an additional
source of long-term financing, additional diversity to the Group's
sources of capital and a staggered maturity profile for its sources of
finance; and
-- the Company's capital position is currently strong with unaudited Gross
Assets of U.S.$981.0 million and gross liabilities of U.S.$144.8 million
(including the minority interest, being the interest in the Special
Limited Partner). The unaudited NAV per share as at 31 March 2018 was
U.S.$17.13 per Share. An issue of 2024 ZDP Shares would provide
additional resources to enable the Investment Manager to take advantage
of current and future market opportunities without affecting the
Company's conservative capital structure and adjusted commitment coverage
The Issue
The Company is seeking to issue up to 50 million 2024 ZDP Shares by way
of the Initial Placing and Offer for Subscription, subject to the terms
and conditions set out in the Prospectus, expected to be published
shortly.
The holders of 2024 ZDP Shares will be entitled to receive a capital sum
on 30 October 2024. This capital sum per 2024 ZDP Share will be 100
pence increased at an annual rate equal to the 2024 ZDP gross redemption
yield ("GRY") from the date of issue until the 2024 ZDP Repayment Date.
The GRY of the 2024 ZDP Shares will be determined by way of a book-build
reflecting orders received pursuant to the Issue. Potential investors
will be asked to indicate the number of 2024 ZDP Shares they wish to
acquire at different GRYs, ranging between 3.25 per cent. and 4.25 per
cent. (in five increments of 0.25 per cent. each), or at the strike GRY.
All applications for 2024 ZDP Shares received pursuant to the Initial
Placing and Offer for Subscription will be aggregated, showing the
amount of demand at each GRY. The 2024 ZDP GRY shall be set at the
lowest GRY at which applications under the Initial Placing and Offer for
Subscription, have been received subject to a minimum issue size of 20
million new 2024 ZDP Shares being achieved. In the case where there are
multiple possibilities for the 2024 ZDP GRY, the 2024 GRY will be set by
the Directors who, when making their decision, will consider, inter alia,
the number of applications at each such possibility and the investment
opportunities available to the Company. The 2024 GRY will be announced
as part of the results of the Issue. The gross proceeds will be utilised
by the Company, at its discretion, in accordance with its published
investment policy.
The Issue is for up to a maximum of 50 million 2024 ZDP Shares of no par
value, to be issued at 100 pence per 2024 ZDP Share. The total net
proceeds will be dependent upon the number of 2024 ZDP Shares issued
pursuant to the Issue. If the total number of 2024 ZDP Shares issued
pursuant to the Initial Placing and Offer for Subscription, is less than
50 million, then the Company may carry out Subsequent Placings in the
future, at its sole discretion.
It is proposed that all 2024 ZDP Shares issued pursuant to the Issue
will rank pari passu with one another. The 2024 ZDP Shares, whilst
ranking prior to the Class A Shares and Class B Shares in respect of the
repayment of the 2024 ZDP Final Capital Entitlement per 2024 ZDP Share
from the assets in the Investment Portfolio, rank behind the 2022 ZDP
Shares and any borrowings made by the Company that remain outstanding.
The Issue is conditional on (among other things):
1. the approval, by ordinary resolution, of the Class A Shareholders to
proposed changes to their rights under the Articles to provide for the
2024 ZDP Shares, which will be sought at the Class A Meeting to be held
on 22 May 2018;
2. the approval, by way of ordinary resolution, of the Class B Shareholder
to proposed changes to their rights under the Articles to provide for the
2024 ZDP Shares, which will be sought by written resolution on or around
22 May 2018;
3. the approval, by special resolution, of the Company to proposed
amendments to the Articles to provide for the 2024 ZDP Shares, which will
be sought at the Company EGM to be held on 22 May 2018;
4. applications under the Offer for Subscription and the Initial Placing
being received in respect of at least 20 million 2024 ZDP Shares;
5. satisfaction of the 2022 ZDP Cover Test; and
6. Admission of the 2024 ZDP Shares issued pursuant to the Initial Placing
and Offer for Subscription.
Application will be made to the London Stock Exchange for the 2024 ZDP
Shares to be admitted to trading on the Specialist Fund Segment ("SFS")
of the London Stock Exchange's Main Market.
ZDP Cover Ratios
The 2024 ZDP GRY will impact the 2024 ZDP Final Capital Entitlement,
2024 ZDP Final Net Asset Cover, 2024 ZDP Final Debt Cover and 2024 ZDP
Hurdle Rate (as such are more fully described in the Prospectus). The
table below sets out the illustrative cover ratios at GRYs between 3.25
per cent. and 4.25 per cent.
2024 ZDP GRY 3.25% 3.50% 3.75% 4.00% 4.25%
2024 ZDP Final Capital
Entitlement (pence per share) 122.79 124.72 126.66 128.63 130.63
2024 ZDP Hurdle Rate (19.2)% (19.2)% (19.1)% (19.0)% (18.9)%
2024 Estimated Final Net Asset 10.3x 10.2x 10.0x 9.8x 9.7x
Cover
2024 Estimated Final Debt Cover 9.9x 9.8x 9.6x 9.5x 9.4x
The statistics are calculated on the basis of the assumptions disclosed
in Part 1 of the Prospectus including inter alia, financial information
as at 31 March 2018 (as applicable).
2024 ZDP Class Rights
The 2024 ZDP class rights are protections for 2024 ZDP Shareholders
which will be enshrined in the Company's articles of incorporation.
These include inter alia restrictions on the Company issuing further
shares
and paying dividends out of capital unless the 2024 ZDP Cover (being the
ratio of the Company's gross asset value to the aggregate of the 2024
ZDP Final Capital Entitlement and any other prior charges of the Company
with respect to credit facilities or any equity or debt securities
issued by the Company, the calculation of which is more fully described
in the Prospectus) is at least 2.75:1 immediately following such action.
In addition the Company is restricted from agreeing any increase of more
than U.S.$50 million to the maximum amount that may be drawn down on the
Credit Facility (or any additional or replacement credit facilities)
unless (1) the maturity dates of the Credit Facility (or new facilities)
occurs after the 2024 ZDP Repayment Date or (2) the Credit Ratio as
calculated at the time of the credit increase is no lower than that on
the date of the Prospectus. The full details on these restrictions are
included in the Circular.
It is proposed that all 2024 ZDP Shares arising or issued (as the case
may be) pursuant to the Issue will rank pari passu with one another. The
2024 ZDP Shares, whilst ranking prior to the Class A Shares and Class B
Shares in respect of the repayment of the 2024 ZDP Final Capital
Entitlement per 2024 ZDP Share from the assets in the Investment
Portfolio, rank behind the 2022 ZDP Shares and any borrowings made by
the Company that remain outstanding. Further details on the rights of
the 2024 ZDP Shareholders are included in the Circular and Prospectus.
The Company intends to publish a Prospectus shortly in connection with
the issuance of the 2024 ZDP Shares.
Expected timetable
Latest time and date for receipt of the Company EGM 10:00 a.m. on 18 May 2018
Form of Proxy for the Company EGM*
Latest time and date for receipt of the Class A Meeting 10:15 a.m. on 18 May 2018
Form of Proxy for the Class A Meeting*
Company EGM 10:00 a.m. on 22 May 2018
Class A Meeting 10:15 a.m. on 22 May 2018
Announcement of results of the Company EGM and the 22 May 2018
Class A Meeting
Signing of the Written Resolution by the Class B 22 May 2018
Shareholder
Latest time for receipt of Application Forms under 11.00 a.m. on 23 May 2018
the Offer for Subscription
Latest time for receipt of placing commitments under 11.00 a.m. on 24 May 2018
the Initial Placing
Announcement of the results of the Initial Placing 25 May 2018
and Offer for Subscription
Admission and unconditional dealings in the 2024 ZDP 8.00 a.m. on 30 May 2018
Shares to commence on the SFS
CREST Accounts credited with 2024 ZDP Shares in respect 30 May 2018
of the Initial Placing and Offer for Subscription
Certificates dispatched for the 2024 ZDP Shares Approximately one week following the Admission of
the 2024 ZDP Shares
*Please note that the latest time for receipt of the Forms of Proxy is
forty eight hours (excluding non-Business Days) prior to the time
allotted for the Company EGM and Class A Meeting.
References to times are to London times. Any changes to the expected
timetable will be notified by the Company through a Regulatory
Information Service.
Capitalised terms used but not defined in this announcement shall,
unless the context requires otherwise, have the same meaning as in the
Circular.
The Circular will be made available on the Company's website at
www.nbprivateequitypartners.com and on the National Storage Mechanism at
http://www.morningstar.co.uk/uk/NSM.
A copy of this announcement will be available on the Company's website
at www.nbprivateequitypartners.com. Neither the content of the Company's
website, nor the content on any website accessible from hyperlinks on
its website for any other website, is incorporated into, or forms part
of, this announcement nor, unless previously published by means of a
recognised information service, should any such content be relied upon
in reaching a decision as to whether or not to acquire, continue to hold,
or dispose of, securities in the Company.
For further information, please contact:
NBPE Investor Relations +1 214 647 9593
Stifel Nicolaus Europe Limited
Neil Winward
Mark Bloomfield
Tom Yeadon +44 20 7710 7600
Estera International Fund Managers (Guernsey) Limited
Dwayne Mahrer
James Christie +44 1481 742742
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 the Premium Segment of the Main
Market of the London Stock Exchange and Euronext Amsterdam. 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.
LEI number: 213800UJH93NH8IOFQ77
ABOUT NEUBERGER BERMAN
Neuberger Berman, founded in 1939, is a private, independent,
employee-owned investment manager. The firm manages a range of
strategies-including equity, fixed income, quantitative and multi-asset
class, private equity and hedge funds-on behalf of institutions,
advisors and individual investors globally. With offices in 20 countries,
Neuberger Berman's team is more than 1,900 professionals. For four
consecutive years, the company has been named first or second in
Pensions & Investments 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 $299 billion
in client assets as of March 31, 2018. For more information, please
visit our website at www.nb.com.
IMPORTANT NOTICES
This statement is made pursuant to article 5:25e of the Dutch Financial
Supervision Act (Wet op het financieel toezicht) which requirement stems
from the EU Transparency Directive. Pursuant to article 5:25e and
article 5:25m of the Dutch Financial Supervision Act this Interim
Management Statement has been made generally available by means of a
press release and by publication on NBPE's website
(www.nbprivateequitypartners.com) and has been filed with the
Netherlands Authority for the Financial Markets (Autoriteit
Financiële Markten).
This press release appears as a matter of record only and does not
constitute an offer or invitation to sell or a solicitation of an offer
to purchase any security, or otherwise engage in an investment activity.
Past performance is not a reliable indicator of current of future
results. The value of investments may go down as well as up and
investors may not get back any of the amount invested.
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. There can be no
assurance that the final capital entitlement will be repaid in full on
the 2024 ZDP Repayment Date. 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 statement
This announcement may not be published, distributed or transmitted by
any means or media, directly or indirectly, in whole or in part, to any
"U.S. person" ("US Person") as defined in Regulation S under the US
Securities Act of 1933 as amended (the "US Securities Act") or in or
into the United States or any other jurisdiction, or to any other person,
where to do so would constitute a violation of applicable law. This
announcement does not constitute an offer to sell or issue, or a
solicitation of an offer to purchase, subscribe for or otherwise acquire,
any securities in the United States or any other jurisdiction where such
an offer or solicitation would be unlawful. The securities mentioned
herein have not been and will not be registered under the US Securities
Act or with any securities regulatory authority of any state or other
jurisdiction of the United States and may 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. There has been and will be no public offering of the
securities mentioned herein in the United States. The Company has not
been and will not be registered under the US Investment Company Act of
1940 as amended (the "US Investment Company Act") and as such investors
will not be entitled to the benefits of the US Investment Company Act.
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.
Stifel Nicolaus Europe Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting only for
the Company in connection with the matters described in this
announcement and is not acting for or advising any other person, or
treating any other person as its client, in relation thereto and will
not be responsible for providing the regulatory protection afforded to
clients of Stifel Nicolaus Europe Limited or advice to any other person
in relation to the matters contained herein. Neither Stifel Nicolaus
Europe Limited nor any of its directors, officers, employees, advisers
or agents accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of, the information in this announcement
(or whether any information has been omitted from the announcement) or
any information relating to the Company, whether written, oral or in a
visual or electronic format, and howsoever transmitted or made available
or any loss howsoever arising from any use of this announcement or its
contents or otherwise in connection with it.
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
May 04, 2018 02:01 ET (06:01 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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