24 August 2016
The information
contained in this announcement is restricted and is not for
publication, release or distribution in the United States of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.
Further to the announcement on 8
August 2016 regarding the publication of a Circular, the Board of
NB Private Equity Partners Limited ("NBPE" or
the "Company") announces that it today
published a prospectus (the "Prospectus")
containing full details of the Issue of up to 50 million new 2022
zero dividend preference shares ("2022 ZDP
Shares") by way of a Rollover Offer of 2017 ZDP Shares into
2022 ZDP Shares, and an Offer for Subscription and an Initial
Placing of 2022 ZDP Shares.
The Rollover Offer is being made
available to all eligible holders of the Group's existing 2017 zero
dividend preference shares ("2017 ZDP Shares")
who will have the opportunity to convert (by way of re-designation)
their 2017 ZDP Shares into 2022 ZDP Shares. The Offer for
Subscription and the Initial Placing will provide new investors
with an opportunity to invest in the 2022 ZDP Shares.
Benefits of the
Issue
The Company believes that the
creation of a new class of 2022 ZDP Shares will be beneficial for a
number of reasons:
-
The Directors believe that the current market
environment continues to produce attractive investment
opportunities for the Company and that such opportunities will
continue to be available over the next several years. An issue of
2022 ZDP Shares would provide additional resources to enable the
Investment Manager to take advantage of these opportunities without
unduly affecting the Company's conservative capital structure and
commitment coverage;
-
The Issue of 2022 ZDP Shares will allow the
Company to finance the redemption of the 2017 ZDP Shares, while
leaving significant capacity under the existing Credit Facility and
other funds available for making new investments;
-
The Issue will enable the Company to continue to
maintain an investment level at greater than 100 per cent. of the
net asset value of the Class A Shares, which is expected to lead to
continued growth in the Company's NAV as the Investment Manager
takes advantage of market opportunities by deploying additional
capital into attractive equity and debt investment opportunities
alongside high-quality private equity sponsors;
-
The Issue will provide greater diversity to the
Group's sources of capital and a staggered maturity profile for its
sources of finance; and
-
The Rollover Offer provides a tax efficient
opportunity for existing 2017 ZDP Shareholders to continue their
investment and a cost efficient manner for the Company to refinance
the 2017 ZDP Shares.
The Issue
The Company is seeking to create
up to 50 million 2022 ZDP Shares by way of the Rollover Offer,
Offer for Subscription and the Initial Placing. The Rollover Offer,
Offer for Subscription and Initial Placing will be subject to the
terms and conditions set out in the Prospectus.
The holders of 2022 ZDP Shares
will be entitled to receive a capital sum on 30 September 2022.
This capital sum per 2022 ZDP Share will be 100 pence increased at
an annual rate equal to the 2022 ZDP gross redemption yield from
the date of re-designation or issue (as applicable) until the 2022
ZDP Repayment Date being 30 September 2022.
Under the Rollover Offer, Eligible
2017 ZDP Shareholders are being given the opportunity to convert
(by way of re-designation) some or all of their holding of 2017 ZDP
Shares into new 2022 ZDP Shares at a Rollover Value per 2017 ZDP
Share of 165.14 pence. Consequently each 2017 ZDP Share validly
elected and accepted to participate in the Rollover Offer will be
exchanged for 1.6514 2022 ZDP Shares (subject to the terms and
conditions set out in the Prospectus and Form of Election). The
Rollover Value broadly represents the current market value of the
2017 ZDP Shares being the average mid-market trading price of the
2017 ZDP Shares over the 30 trading days to 22 August 2016 (being
the latest practicable date prior to the publication of the
Prospectus). In addition, the Offer for Subscription and the
Initial Placing will provide new investors with the opportunity to
invest in the 2022 ZDP Shares.
The gross redemption yield
("GRY") of the 2022 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 2022 ZDP Shares they wish to acquire at
different gross redemption yields, ranging between 4.00 per cent.
and 4.75 per cent. (in 6 increments of 0.15 per cent. each), or at
the strike GRY. All elections and/or applications for 2022 ZDP
Shares received pursuant to the Rollover Offer, the Offer for
Subscription and the Initial Placing will be aggregated, showing
the amount of demand at each GRY. The 2022 ZDP GRY shall be set at
the lowest gross redemption yield at which valid elections under
the Rollover Offer, and applications under the Offer for
Subscription and the Initial Placing, have been received subject to
a minimum issue size of 25 million new 2022 ZDP Shares being
achieved. In the case where there are multiple possibilities for
the 2022 ZDP GRY, the 2022 GRY will be set by the Directors on the
basis of the number of elections and/or applications at each such
possibility and the investment opportunities available to the
Company. The 2022 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
investment strategy and/or to finance the 2017 ZDP Final Capital
Entitlement of the 2017 ZDP Shares on maturity.
The Issue is for up to a maximum
of 50 million 2022 ZDP Shares of no par value, to be issued at 100
pence per 2022 ZDP Share. The Total Net Proceeds will be dependent
upon the number of 2022 ZDP Shares issued pursuant to the Issue and
the proportion of these that are issued pursuant to the Rollover
Offer. 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 (any such placing, a
"Subsequent Placing") in the future, at its
sole discretion. However, the Rollover Offer will be the only
opportunity that existing 2017 ZDP shareholders will have to roll
their existing shares into 2022 ZDP Shares.
The Issue is conditional on:
(1) the approval of the Class A
Shareholders by ordinary resolution, which will be sought at a
meeting of the Class A Shareholders to be held on 7 September
2016;
(2) the approval by the Company by
special resolution, which will be sought through written
resolutions of the Class B Shareholder (which holds the voting
rights in the Company) on or around 7 September 2016;
(3) valid elections under the
Rollover Offer and/or applications under the Offer for Subscription
and the Initial Placing being received in respect of at least 25
million 2022 ZDP Shares;
(4) satisfaction of the 2017 ZDP
Cover Test (as such is more fully described in the Prospectus);
and
(5) Admission of the 2022 ZDP
Shares arising or issued pursuant to the Rollover Offer, the Offer
for Subscription and the Initial Placing.
Application will be made to the
London Stock Exchange for the 2022 ZDP Shares to be admitted to
trading on the Specialist Fund Segment of the London Stock
Exchange's Main Market.
If existing 2017 ZDP Shareholders
choose not to participate in the Rollover Offer they will continue
to be entitled subject to the Articles, to receive the existing
2017 ZDP Final Capital Entitlement of 169.73 pence per ZDP share
which they hold on 31 May 2017.
ZDP Cover
Ratios
The 2022 ZDP GRY will impact the
2022 ZDP Final Capital Entitlement, 2022 ZDP Final Net Asset Cover,
2022 ZDP Final Debt Cover and 2022 ZDP Hurdle Rate (as such are
more fully described in the Prospectus). The table below sets out
the illustrative cover ratios at gross redemption yields between
4.00 per cent. and 4.75 per cent.
2022 ZDP GRY |
4.00% |
4.15% |
4.30% |
4.45% |
4.60% |
4.75% |
2022 ZDP
Final Capital Entitlement |
126.74 |
127.85 |
128.96 |
130.09 |
131.22 |
132.36 |
2022 ZDP
Hurdle Rate |
(19.1)% |
(19.0)% |
(19.0)% |
(19.0)% |
(18.9)% |
(18.9)% |
2022
Estimated Final Net Asset Cover |
9.3x |
9.2x |
9.1x |
9.0x |
9.0x |
8.9x |
2022
Estimated Final Debt Cover |
9.0x |
8.9x |
8.8x |
8.7x |
8.7x |
8.6x |
The statistics are calculated on
the basis of the assumptions disclosed in Part 1 of the
Prospectus.
2022 ZDP Class
Rights
The 2022 ZDP class rights are
protections for 2022 ZDP Shareholders which will be enshrined in
the Company's articles of incorporation. These include restrictions
on the Company issuing further shares and paying dividends out of
capital unless the 2022 ZDP Cover (being the ratio of the Company's
gross asset value to the aggregate of the 2022 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.
Further details on the rights of the 2022 ZDP Shareholders are
included in the Prospectus.
Prospectus
Publication
The Prospectus has been approved
by the Netherlands Authority for the Financial Markets (Autoriteit
Financiële Markten). The Prospectus will be posted to existing 2017
ZDP shareholders shortly, as well as being 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.
Timetable
Latest
time for receipt of the Forms of Election under the Rollover
Offer |
1 p.m. on
12 September 2016 |
Latest
time for receipt of Application Forms under the Offer for
Subscription |
1 p.m. on
12 September 2016 |
Record
Date for the Rollover Offer |
5 p.m. on
12 September 2016 |
Latest
time for receipt of placing commitments under the Initial
Placing |
1 p.m. on
13 September 2016 |
Announcement of the results of the Rollover Offer, the Offer for
Subscription and the Initial Placing |
14 September 2016 |
Admission
and unconditional dealings in the 2022 ZDP Shares to commence on
the SFS |
8 a.m. on
16 September 2016 |
CREST
Accounts credited with 2022 ZDP Shares in respect of the Rollover
Offer, the Offer for Subscription and the Initial Placing |
16 September 2016 |
Certificates despatched for the 2022 ZDP Shares |
Approximately one week following the Admission of the 2022
ZDP Shares |
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 Prospectus.
This announcement contains inside
information in relation to the Company.
Talmai Morgan
Chairman
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
|
Heritage International Fund Managers
Limited
Dwayne Mahrer
James Christie
|
+44 1481 716000
|
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 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 announcement
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.
Recipients of this announcement who are considering acquiring 2022
ZDP Shares are reminded that any such acquisition must be made only
on the basis of the information contained in the Prospectus which
may be different from the information contained in this
announcement.
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
may not be published, distributed or transmitted by any means or
media, directly or indirectly, in whole or in part, in or into the
United States. This announcement does not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the
United States. The securities mentioned herein have not been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States and will 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 (as defined under Regulation S under the US Securities
Act). The Company has not been, and will not be, registered
under the U.S. Investment Company Act of 1940, as amended.
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 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
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