TIDMNBMI
RNS Number : 1407O
NB Global Monthly Income Fund Ltd
27 January 2023
Terms used and not defined in this announcement shall have the
meanings given to them in the Circular published by the Company on
20 December 2022 (the "Circular").
27 January 2023
NB Global Monthly Income Fund Limited
(formerly NB Global Floating Rate Income Fund Limited)
(the "Company")
Results of Extraordinary General Meeting
Following the Company's announcement on 20 December 2022
notifying of the publication of the Circular to Shareholders, the
Board is pleased to announce that at the Extraordinary General
Meeting of the Company held at 11 a.m. today (the "EGM"), both of
the proposed resolutions set out in the notice of EGM contained in
the Circular were duly passed by the requisite majority on a
poll.
These results will also be made available on the Company's
website: https://nbgmif.com. In accordance with Listing Rule 9.6.2,
copies of the resolutions have been submitted to the National
Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In accordance with Listing Rule 9.6.18, details of the results
of those resolutions proposed at the EGM follow:
Resolution For Against Withheld*
(including discretionary)
(% of valid votes
cast)
1 - Ordinary 101,457,349 (98.81%) 1,226,598 (1.19%) 13,487
2 - Special 101,457,349 (98.81%) 1,226,598 (1.19%) 13,487
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "for" or "against" the
Resolution.
Change of Investment Policy
Having passed each of the resolutions proposed at the EGM, the
changes to the Company's Investment Objective and Policy are now in
effect.
Adoption of Articles of Incorporation
A copy of the amended Articles of Incorporation adopted at the
EGM (the "Articles") have been submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Articles will also be available on the Company's website:
https://nbgmif.com, and available for inspection at the Company's
registered office, Sarnia House, Le Truchot, St Peter Port,
Guernsey, GY1 1GR.
The full wording of each resolution passed at the EGM can be
found below:-
Resolution 1 - Ordinary Resolution:
THAT, subject to and conditional upon Resolution 2 being passed
by the requisite majority, the Company adopt the New Investment
Objective and Policy as set out at section 3.3 of Part 1 of the
circular dated 20 December 2022 which contains this Notice of
Extraordinary General Meeting (the "Circular"), in substitution for
the existing Investment Objective and Policy (as defined in the
Circular) of the Company;
Resolution 2 - Special Resolution:
THAT, subject to and conditional upon Resolution 1 being passed
by the requisite majority, a new Article 50(A) and new definitions
are inserted in the Company's articles of incorporation as
follows:
Compulsory Redemption Announcement: has the meaning given to it
in Article 50A.
Compulsory Redemption Date: the date on which a compulsory
redemption becomes effective pursuant to Article 50A.
Compulsory Redemption Price: the price per Share at which Shares
will be redeemed on a particular Compulsory Redemption Date in
connection with the Managed Wind-down as determined by the
Directors by reference to the most recently published Net Asset
Value per Share.
Compulsory Redemption Record Date: the close of business on the
relevant Compulsory Redemption Date or as otherwise set out in the
relevant Compulsory Redemption Announcement.
Managed Wind-down: the wind-down of the Company's portfolio of
investments from time to time as described in the circular to
shareholders dated 20 December 2022.
"50A. COMPULSORY REDEMPTION
50A.1 Subject to the provisions of the Law and as hereinafter
provided the Directors may, in their absolute discretion, direct
that on any Compulsory Redemption Date the Company redeem
compulsorily some or all of the Shares in issue on such date.
Shares will be redeemed at the Compulsory Redemption Price from all
Shareholders pro-rata to their existing holdings of Shares on the
Compulsory Redemption Record Date.
50A.2 Where in accordance with Article 50A.1, the Directors
determine to redeem compulsorily all or any number of Shares, they
will, not less than 10 Business Days before any relevant Compulsory
Redemption Date, make an announcement to a regulatory information
service (a "Compulsory Redemption Announcement") of the particulars
of the redemption to be effected on the relevant Compulsory
Redemption Date. A Compulsory Redemption Announcement making an
announcement to that effect may be withdrawn by the Company at any
time up to 5.00 p.m. on that Business Day immediately preceding the
relevant Compulsory Redemption Date.
50A.3 The Compulsory Redemption Announcement will include the
following details:
50A.3.1 the aggregate amount to be distributed to
Shareholders;
50A.3.2 the relevant percentage of shares to be redeemed (pro
rata as between the holders of Shares as at the Compulsory
Redemption Record Date);
50A.3.3 a timetable for the redemption and distribution of
redemption proceeds, including the Compulsory Redemption Date and
the Compulsory Redemption Record Date;
50A.3.4 the Compulsory Redemption Price per Share;
50A.3.5 a new ISIN in respect of Shares that will continue to be
listed following the relevant Compulsory Redemption Date; and
50A.3.6 any additional information that the Board deems
necessary to advise Shareholders in connection with the
redemption.
50A.4 A redemption specified in a Compulsory Redemption
Announcement will become effective automatically on the Compulsory
Redemption Date specified in that Compulsory Redemption
Announcement (or such later date as the Directors may otherwise
specify).
50A.5 The redemption monies payable to Shareholders in respect
of any compulsory redemption will be effected either through CREST
(in the case of Shares held in uncertificated form) or paid by
cheque (in the case of Shares held in certificated form) within 14
Business Days of the relevant Compulsory Redemption Date, or as
soon as practicable thereafter. Shareholders will be paid their
redemption proceeds in Sterling.
50A.6 The Company and the Directors shall not be liable for any
loss or damage suffered or incurred by any holder of Shares or any
other person as a result of or arising out of later settlement,
howsoever such loss or damage may arise.
50A.7 In the case of compulsory redemption of:
50A.7.1. certificated Shares, Shareholders' existing Share
certificates will be cancelled and new Share certificates, if
applicable, will be issued to each such Shareholder for the balance
of their shareholding after each Compulsory Redemption Date;
and
50A.7.2 uncertificated Shares held through CREST, the existing
ISIN will be disabled, and a new ISIN will on the next Business Day
following the Compulsory Redemption Date be applied to the
remaining Shares that have not been compulsorily redeemed. The new
ISIN will be notified to shareholders in the Compulsory Redemption
Announcement.
50A.8 The amount payable by the Company upon compulsory
redemption of Shares shall be paid out of funds lawfully available
for such purpose. Where the relevant percentage of the Shares to be
redeemed held by a Shareholder is not a whole number of Shares, the
number of Shares held by such Shareholder to be redeemed
compulsorily on a Compulsory Redemption Date shall be rounded down
to the nearest whole number of Shares. Any Share redeemed
compulsorily will be cancelled.
50A.9 Upon the compulsory redemption of a Share being effected
in accordance with these Articles, the holder thereof shall cease
to be entitled to any rights in respect thereof (excepting always
the right to receive a dividend which has become due and payable in
respect thereof prior to such redemption being effected and the
right to receive the proceeds of such redemption) and accordingly
his name shall be removed from the Register with respect
thereto."
For further information, please contact:
Neuberger Berman Europe Limited (Manager)
Elizabeth Papadopoulos +44 (0) 20 3214 9078
Numis Securities Limited (Broker)
Hugh Jonathan
Matt Goss +44 (0) 20 7260 1000
Sanne Fund Services (Guernsey) Limited
(Company Secretary)
Matt Falla
Gemma Berry +44 (0) 1481 737 600
KL Communications (PR)
Charles Gorman
Will Sanderson +44 (0) 20 7995 6673
About NBMI
The Company is a registered closed-ended investment company
incorporated in Guernsey. It is managed by Neuberger Berman Europe
Limited, which has delegated certain of its responsibilities and
functions to the AIFM, Neuberger Berman Investment Advisers LLC,
both of which are indirect wholly owned subsidiaries of Neuberger
Berman Group LLC.
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, real estate and hedge funds-on
behalf of institutions, advisors and individual investors globally.
With offices in 25 countries, Neuberger Berman's diverse team has
over 2,400 professionals.
For seven consecutive years, Neuberger Berman 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). In 2020, the PRI named Neuberger Berman a Leader, a
designation awarded to fewer than 1% of investment firms for
excellence in Environmental, Social and Governance (ESG) practices.
The PRI also awarded Neuberger Berman an A+ in every eligible
category for our approach to ESG integration across asset classes.
The firm manages $437 billion in client assets as of December 31,
2021. For more information, please visit our website at www.nb.com
.
LEI: 549300P4FSBHZFALLG04
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