NBPE Nb Private Equity Partners Limited

 
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 
 
   8 August 2016 
 
   0700 hours BST 
 
   Further to the announcement on 12 July 2016, NB Private Equity Partners 
Limited ("NBPE" or the "Company"), a closed-end private equity 
investment company listed on Euronext, the Daily Official List of The 
Channel Islands Securities Exchange Authority Limited and the Specialist 
Fund Segment of the Main Market of the London Stock Exchange, announces 
that it has published a circular and a notice of a meeting of 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 September 2022 ("2022 
ZDP Shares"). 
 
   The creation of the new class of 2022 ZDP Shares and the proposed 
conversion (by way of re-designation) of 2017 ZDP Shares into 2022 ZDP 
Shares pursuant to the Rollover Offer requires certain amendments to be 
made to the Company's articles of incorporation (the "Articles"). 
 
   The proposed creation and issue of (and the conversion (by way of 
re-designation) of 2017 ZDP Shares into) the 2022 ZDP Shares, and the 
proposed amendments to the Articles (together being the "Proposals") 
require the approval of the Class A Shareholders. 
 
   The meeting of the Class A Shareholders to consider and, if thought fit, 
approve the Proposals will be held at Heritage Hall, Le Marchant Street, 
St. Peter Port, Guernsey GY1 4HY at 11.00 a.m. on 7 September 2016. 
Forms of Proxy must be returned in the manner indicated thereon by 11.00 
a.m. on 5 September 2016. 
 
   This announcement contains inside information in relation to the 
Company. 
 
   Proposed 2022 ZDP Share issuance 
 
   Subject to the passing of the Proposals, the Company intends that up to 
50 million 2022 ZDP Shares (in aggregate) may arise or be issued (as 
appropriate): (i) from the conversion (by way of re-designation) of 2017 
ZDP Shares into 2022 ZDP Shares on a tax-efficient basis (the "Rollover 
Offer") and (ii) by way of an initial placing (the "Initial Placing") 
and offer for subscription (the "Offer for Subscription"). If the total 
number of 2022 ZDP Shares arising pursuant to the Rollover Offer, and 
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 Rollover Offer, the Offer for Subscription and the Placings together, 
being the "Issue"). 
 
   The Rollover Value per 2017 ZDP Share will be determined by the 
Directors immediately prior to the publication of the Prospectus, having 
regard to the price at which the 2017 ZDP Shares have been trading in 
the market. 
 
   2022 ZDP Shares shall be issued pursuant to the Initial Placing and the 
Offer for Subscription at an issue price of 100 pence per 2022 ZDP Share 
(the "Issue Price"). 
 
   Benefits of the Issue 
 
   The Directors believe the Issue provides the following benefits to the 
Company: 
 
 
   -- provides the Company with operational flexibility to continue to execute 
      its investment strategy at an appropriate pace; 
 
   -- allows the Company to finance the redemption of the 2017 ZDP Shares, 
      while leaving significant capacity under the Facility and other funds 
      available for making new investments; 
 
   -- provides greater diversity to the Group's sources of capital and a 
      staggered maturity profile for its sources of finance; and 
 
 
   allows 2017 ZDP Shareholders the opportunity to roll forward their 
existing holdings in a tax efficient manner and a cost efficient manner 
for the Company. 
 
   The Company is currently preparing, and expects to publish in the near 
future, a prospectus in connection with the Issue (the "Prospectus"). 
 
   Expected timetable 
 
 
 
 
Latest time and date for receipt of Forms of Proxy             11.00 a.m. on 5 
 for the Class A Meeting                                        September 2016 
Class A Meeting                                                11.00 a.m. on 7 
                                                                September 2016 
Consideration and, if thought fit, approval of the                 7 September 
 written resolutions by the Class B Shareholder                           2016 
Announcement of results of the Class A Meeting and                 7 September 
 signing of the written resolution by the Class B Shareholder             2016 
 
 
   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. 
 
   Talmai Morgan 
 
   Chairman 
 
   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 
 
 
 
 
Stifel Nicolaus Europe Limited 
 Neil Winward 
 Mark Bloomfield 
 Tom Yeadon                                    +44 20 7710 7600 
Heritage International Fund Managers Limited 
 Dwanye Mahrer 
 James Christie                                 +44 1481 716000 
 
   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 ZDP shares admitted to trading on the Specialist Fund Segment 
of the Main Market of the London Stock Exchange and the Daily Official 
List of The Channel Islands Securities Exchange Authority Limited. 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. 
 
   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 2,000 professionals and the company was named by 
Pensions & Investments as a Best Place to Work in Money Management for 
three consecutive years. Tenured, stable and long-term in focus, the 
firm fosters an investment culture of fundamental research and 
independent thinking. It manages $246 billion in client assets as of 
June 30, 2016. 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. 
 
   NBPE Circular 160808: http://hugin.info/137843/R/2033754/757306.pdf 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX 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 
 
   HUG#2033754 
 
 
  http://www.nbprivateequitypartners.com 
 

(END) Dow Jones Newswires

August 08, 2016 02:00 ET (06:00 GMT)

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