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
28 March 2017
Summary
NB Private Equity Partners Limited (the "Company" or "NBPE") announces
its proposal to grant full voting rights to the Class A Shareholders and
to apply for admission to listing of the Class A Shares on the Premium
Segment of the Main Market of the London Stock Exchange (the "Premium
Segment"). The Board believes that the proposed changes will place NBPE
at the forefront of good corporate governance practice, broaden the
appeal of the Class A Shares to a wider range of investors and
facilitate NBPE's eligibility for inclusion in the FTSE UK Index Series.
A general meeting of the Class A Shareholders will be held at 9.00 a.m.
on 24 April 2017 at Lefebvre Place, Lefebvre Street, St Peter Port,
Guernsey, GY1 4HY, Channel Islands (the "Class A Meeting"), in order for
the Class A Shareholders to consider and, if thought fit, to approve the
grant of full voting rights to the Class A Shares and certain other
matters relating to the proposed admission of the Class A Shares to the
Official List and to the Premium Segment, as summarised below. Further
details of the Proposals are set out in the circular and notice of
meeting convening the Class A Meeting which has been posted today (the
"Circular").
Copies of the Circular will be available on the Company's website at
www.nbprivateequitypartners.com and will be submitted to the National
Storage Mechanism for inspection at www.morningstar.co.uk/uk/NSM.
Introduction
Further to the Company's announcement dated 13 February 2017, the Board
announces its intention, subject to obtaining the necessary Shareholder
approvals, to grant full voting rights to the Class A Shareholders and
to apply for admission of the Class A Shares to listing on the premium
(closed-ended investment fund) category of the Official List of the UK
Listing Authority ("UKLA") and the transfer of the admission to trading
of the Class A Shares from the Specialist Fund Segment to the Premium
Segment (together, "Admission"). Following Admission, the Class A Shares
would continue to also be traded on Euronext Amsterdam but would cease
trading on the Specialist Fund Segment.
Benefits of the Proposals
The Company's transition from the Specialist Fund Segment to the Premium
Segment is expected to broaden the appeal of the Class A Shares to a
wider range of investors. The Board expects that granting full voting
rights to the Class A Shareholders would remove a barrier to investment
from a number of institutions, wealth managers and other interested
parties who, typically, are reluctant to purchase shares carrying
limited voting rights. In addition, the Board expects that admission to
the Premium Segment will also improve the Company's ability to market
the Class A Shares to retail investors where appropriate, an
increasingly important source of demand for listed private equity funds.
The Board expects that the resulting access to a potentially larger pool
of capital is likely to improve liquidity in the Class A Shares.
Furthermore, the Board intends to take steps to facilitate the Company's
eligibility for inclusion in the FTSE UK Index Series, which would help
raise the Company's profile in the market. In particular, it is proposed
that, on Admission, the Company's market quote on the London Stock
Exchange will be redenominated into Sterling (the Class A Shares are
currently traded on the Specialist Fund Segment and Euronext Amsterdam
in US Dollars). There will be no changes to the legal form or nature of
the Class A Shares nor to the reporting currency of the Company's
financial statements (which will remain in US Dollars) as a result of
the London Stock Exchange market quote being in Sterling. The Class A
Shares will continue to be traded on Euronext Amsterdam in US Dollars.
Change to voting structure
The Class B Shares currently carry voting rights with respect to all
matters at general meetings of the Company. The Class A Shares currently
carry rights to vote only in limited circumstances at separate general
meetings of Class A Shareholders. It is proposed that, subject to the
below, the Class A Shares would be fully enfranchised with respect to
all matters at general meetings of the Company.
A key area of focus in arriving at the proposed changes has been to
treat all existing shareholders equitably and, at the same time, to
reduce the risk that the Company loses its status as a "foreign private
issuer" for U.S. federal securities law purposes. As such, the voting
power of US residents holding Class A Shares will be subject to a cap in
certain circumstances, rather than relying on an ability to force US
residents to sell Class A Shares, which had been a major area of concern
to the Board in proposing these changes. Further details of the proposed
changes to the voting structure are set out in the Circular.
The economic rights of the Class A Shares and the Class B Shares will
not be affected by the Proposals. No changes are being proposed with
respect to the rights attaching to the 2017 ZDP Shares or the 2022 ZDP
Shares.
Amendments to the Existing Articles
It is proposed that the Existing Articles be amended inter alia to
reflect the proposed alterations to the Company's voting structure and
to make the Articles suitable for a company whose shares are admitted to
trading on the Premium Segment. Further details of the proposed
amendments to the Existing Articles are set out in the Circular. The
proposed amendment to the Existing Articles will be effected by
substituting the Existing Articles with the New Articles with effect
from Admission.
Board change
Christopher Sherwell, who is on the board of another investment company
managed by an affiliate of the Manager, is deemed not to be independent
for the purposes of the Listing Rules. It is, therefore, proposed that
Mr. Sherwell will resign as director of the Company prior to Admission
and will be replaced by a candidate to be proposed by the Board and
approved by the Class B Shareholder. The identity and a biography of the
new Director will be announced by the Company by RIS in due course.
Amendments to the management arrangements
In connection with Admission, the Board and the Manager have negotiated
certain amendments to the investment management and services agreement
dated 25 July 2007 (as amended and restated on 25 January 2008) (the
"Existing IMA"). Details of the proposed amendments to the Existing IMA
are set out in the Circular. Certain amendments are also proposed to the
limited partnership agreement between the Company and the Special
Limited Partner (which is an affiliate of the Investment Manager) (which
constitutes the Investment Partnership) and to the MUFGC Agreement,
details of which are set out in the Circular.
Adoption of the Investment Policy
Finally, the Board proposes to put a formal investment policy in place,
which will codify the Company's existing investment objective and
strategy, as well as incorporating certain additional restrictions that
are required to meet the eligibility requirements for Admission. The
investment policy proposed to be adopted by the Company is set out in
full in the Circular.
The Board considers that implementing the above Proposals is in the best
interests of the Company and the Shareholders as a whole. The Manager
plans to discuss these Proposals further on the conference call
scheduled on Thursday 30 March at 14.00 BST / 15.00 CEST / 9.00 EDT,
details of which have been separately announced. In addition, the
Manager would be happy to arrange in person meetings or calls with any
investor who has questions regarding the Proposals.
This announcement may contain inside information.
Talmai Morgan
Chairman
Note: Unless otherwise indicated, capitalised terms used in this
announcement shall have the meanings given to them in the Circular.
For further information, please contact:
NBPE Investor Relations +1 214 647 9593
Jefferies International Limited +44 207 029 8000
Stuart Klein
Heritage International Fund Managers Limited +44 1481 716000
Dwayne Mahrer
James Christie
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 London Stock Exchange. NBPE has 2017 ZDP
shares admitted to trading on the Specialist Fund Segment of the London
Stock Exchange and the Daily Official List of The International Stock
Exchange and 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.
NBPE is established as a non-cellular company limited by shares
incorporated in the Island of Guernsey. NBPE is authorised by the
Guernsey Financial Services Commission as an authorised closed-ended
investment scheme under section 8 of the Protection of Investors
(Bailiwick of Guernsey) Law, 1987, as amended, and the Authorised
Closed-Ended Investment Schemes Rules 2008. 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 Dutch Financial Supervision Act (Wet op het
financieel toezicht).
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 more than 1,900 professionals and the company has been named by
Pensions & Investments as a Best Place to Work in Money Management for
four consecutive years. Tenured, stable and long-term in focus, the firm
fosters an investment culture of fundamental research and independent
thinking. It manages $255 billion in client assets as of December 31,
2016. For more information, please visit our website at www.nb.com.
IMPORTANT NOTICES
This announcement appears as a matter of record only and does not
constitute an offer to issue or sell, or a solicitation of an offer to
purchase, subscribe for or otherwise acquire, any securities in any
jurisdiction. The information contained in this announcement is given at
the date of its publication and is subject to updating, revision and
amendment. The contents of this announcement have not been approved by
any competent regulatory or supervisory authority.
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 "forward-looking statements" which are based on
current expectations, estimates, projections, opinions and beliefs of
NBPE's investment manager. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, and undue reliance
should not be placed thereon. Forward-looking statements can be
identified in some cases by the use of forward-looking terminology,
including terms such as "intends", "intention", "will", "continue",
"believe", "view" or, in each case, variations or comparable
terminology. Forward-looking statements are not guarantees of future
events or performance. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend
on circumstances that may or may not occur in the future and may be
beyond the Company's ability to control or predict. Examples of such
circumstances include required regulatory or stock exchange approvals.
Actual events or results or the actual performance of NBPE may differ
materially from those reflected or contemplated in such forward-looking
statements.
The distribution of this announcement in certain jurisdictions may be
restricted by law and persons into whose possession this announcement
comes should inform themselves about, and observe, any such
restrictions.
The Company has not been and will not be registered under the US
Investment Company Act of 1940, as amended (the "Investment Company
Act"). The Class A Shares have not been and will not be registered under
the US Securities Act of 1933 (the "Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred, directly
or indirectly, into or within the United States, or to or for the
benefit of "U.S. persons" as defined in Regulation S under the
Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of
any state or other jurisdiction of the United States and in a manner
which would not require the Company to register under the Investment
Company Act.
Jefferies is authorised and regulated by the FCA and is acting as the
Company's sponsor (the "Sponsor") in connection with the Admission and
will not be acting for any other person, will not regard any other
person as a client in relation to the Admission, and will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Jefferies or for advising any other
person in respect of the proposed Admission.
This announcement has been prepared by the Company and its investment
manager, NB Alternatives Advisers LLC (the "Investment Manager"). No
liability whatsoever (whether in negligence or otherwise) arising
directly or indirectly from the use of this announcement is accepted and
no representation, warranty or undertaking, express or implied, is or
will be made by the Company, the Investment Manager, the Sponsor or any
of their respective directors, officers, employees, advisers,
representatives or other agents ("Agents") for any information or any of
the opinions contained herein or for any errors, omissions or
misstatements. None of the Investment Manager, the Sponsor nor any of
their respective Agents makes or has been authorised to make any
representation or warranties (express or implied) in relation to the
Company or as to the truth, accuracy or completeness of this
announcement, or any other written or oral statement provided. In
particular, no representation or warranty is given as to the achievement
or reasonableness of, and no reliance should be placed on any
projections, targets, estimates or forecasts contained in this
announcement and nothing in this announcement is or should be relied on
as a promise or representation as to the future.
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
March 28, 2017 02:01 ET (06:01 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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