NB Private Equity Partners Limited Nb Private Equity: Result Of Agm
23 Settembre 2019 - 4:00PM
UK Regulatory
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
NB Private Equity Partners Announces Results of Annual General Meeting
23 September 2019
NB Private Equity Partners Limited (the "Company") is pleased to
announce that at the Annual General Meeting of its Class A Shareholders
held at 2.00 p.m. on 23 September 2019, each of the Resolutions tabled
were duly passed without amendment.
The details of each resolution are as follows:
ORDINARY RESOLUTIONS
Resolution 1
THAT the Audited Financial Statements, the Directors' report, and the
auditors' report for the financial year ended 31 December 2018 be
received and considered.
For (including discretionary) 23,883,708 votes
Against 0 votes
Withheld 0 votes
Resolution 2
THAT the Directors' remuneration for the financial year ended 31
December 2018 as provided in the Directors' report be approved.
For (including discretionary) 22,683,424 votes
Against 1,200,284 votes
Withheld 0 votes
Resolution 3
THAT William Maltby as a Director of the Company, retiring in accordance
with the AIC Code and Article 26.2 of the Company's Articles of
Incorporation be re-elected.
For (including discretionary) 23,883,708 votes
Against 0 votes
Withheld 0 votes
Resolution 4
THAT John Falla as a Director of the Company, retiring in accordance
with the AIC Code be re-elected.
For (including discretionary) 23,883,708 votes
Against 0 votes
Withheld 0 votes
Resolution 5
THAT Trudi Clark as a Director of the Company, retiring in accordance
with the AIC Code be re-elected.
For (including discretionary) 23,883,708 votes
Against 0 votes
Withheld 0 votes
Resolution 6
THAT Wilken von Hodenberg as a Director of the Company, retiring in
accordance with the AIC Code and Article 26.2 of the Company's Articles
of Incorporation be re-elected.
For (including discretionary) 23,883,708 votes
Against 0 votes
Withheld 0 votes
Resolution 7
THAT Peter von Lehe as a Director of the Company, retiring in accordance
with the AIC Code, Article 26.2 of the Company's Articles of
Incorporation and Listing Rules 15.2.12A(1) and 15.2.13A be re-elected.
For (including discretionary) 20,193,664 votes
Against 1,200,000 votes
Withheld 2,490,044 votes
Resolution 8
THAT KPMG Channel Islands Limited, who have indicated their willingness
to continue in office, be re-appointed as auditors of the Company and to
hold office from the conclusion of this AGM until the conclusion of the
next AGM to be held in 2020.
For (including discretionary) 22,683,708 votes
Against 1,200,000 votes
Withheld 0 votes
Resolution 9
THAT the Directors be authorised to determine the remuneration of KPMG
Channel Islands Limited.
For (including discretionary) 23,883,708 votes
Against 0 votes
Withheld 0 votes
Resolution 10
THAT the interim dividend of $0.28 cents per share in respect of the
period 1 July 2018 to 31 December 2018 and the interim dividend of $0.29
cents per share in respect of the period 1 January 2019 to 30 June 2019,
declared by the Company, be ratified and approved.
For (including discretionary) 23,883,708 votes
Against 0 votes
Withheld 0 votes
In accordance with LR 9.6.18, details of those resolutions passed, which
were not ordinary business of the AGM, follow:-
Votes For (including
Resolution Type discretionary) Votes Against Votes Withheld*
11 - Special 23,883,708 0 0
12 -- Special 22,402,137 1,481,571 0
*A vote withheld is not a vote in law and is therefore not counted
towards the proportion of votes "for" or "against" the Resolution.
The full wording of these resolutions can be found below:
SPECIAL RESOLUTIONS
Resolution 11
THAT the Company be and is hereby authorised, in accordance with section
315 of the Companies (Guernsey) Act 2008, as amended (the "Companies
Law"), subject to the Listing Rules made by the United Kingdom Financial
Conduct Authority and all other applicable legislation and regulations,
to make market acquisitions (within the meaning of section 316 of the
Companies Law) of its own Class A Shares (as defined in the Company's
Articles) which may be cancelled or held as treasury shares, provided
that:
1. The maximum number of Class A Shares authorised to be purchased under
this authority shall be 7,050,586 Class A Shares (being 14.99 per cent.
of the Class A Shares in issue (excluding Class A Shares held in
treasury) as at the latest practicable date;
2. The minimum price (exclusive of expenses) which may be paid for a Class A
Share is US$0.01;
3. the maximum price (exclusive of expenses) which may be paid for a Class A
Share shall be not more than an amount equal to the higher of
1. 5 per cent. above the average mid-market value of the Class A
Shares on the regulated market where the repurchase is carried out
for the five business days prior to the day the purchase is made;
and
2. the higher of (i) the price of the last independent trade; and
(ii) the highest current independent bid price, in each case on
the regulated market where the purchase is carried out, and
such authority to expire on the date which is 15 months from the date of
passing of this resolution or, if earlier, at the end of the Annual
General Meeting of the Company to be held in 2020 (unless previously
renewed, revoked or varied by the Company by special resolution) save
that the Company may make a contract to acquire Class A Shares under
this authority before its expiry which will or may be executed wholly or
partly after its expiration and the Company may make an acquisition of
Class A Shares pursuant to such a contract.
Resolution 12
THAT the Directors be and are hereby authorised, pursuant to Article 5.7
of the Articles, to allot and issue or make offers or agreements to
allot and issue, grant rights to subscribe for, or to convert any
securities into, Class A Shares (including by way of sale of Class A
Shares from treasury) ("Relevant Securities") for cash in to the
aggregate number of Class A Shares equal to 4,698,823 (being 9.99 per
cent. of the Class A Shares in issue as at the Latest Practicable Date)
(excluding any Class A Shares held in treasury and after giving effect
to the exercise of any warrants, options or other convertible securities
outstanding as at such date) as if Article 5.2 of the Articles did not
apply to any such allotment and issue, such authority to expire on the
date which is 15 months from the date of the passing of this resolution
or, if earlier, at the end of the Annual General Meeting of the Company
to held in 2020 (unless previously renewed, revoked or varied by the
Company by a special resolution) save that the Company may, before such
expiry, make an offer or agreement which would or might require Relevant
Securities to be allotted and issued after such expiry and the directors
may allot and issue Relevant Securities in pursuance of such an offer or
agreement as if the authority conferred by this resolution had no
expired.
For further information, please contact:
NBPE Investor Relations +1 214 647 9593
Kaso Legg Communications +44 (0)20 3995 6673
Charles Gorman
https://www.globenewswire.com/Tracker?data=SymN82anWhl5z5uD5t6T1uCl54yrwqoGomUiyO5yNPawt4q2sVl0zSEQfn39nieFL10l2ayTqbHfORGSGlM-twwQDdGCAM87p5s9Ani7vLaLif2An1tCaqr7_L3oKTmg
nbpe@kl-communications.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. NBPE has 2022 and 2024 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 23 countries,
Neuberger Berman's team is more than 2,100 professionals. For five
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 has built a diverse team of individuals
united in their commitment to delivering compelling investment results
for our clients over the long term. That commitment includes active
consideration of environmental, social and governance factors. The firm
manages $333 billion in client assets as of June 30, 2019. For more
information, please visit our website at www.nb.com.
(END) Dow Jones Newswires
September 23, 2019 10:00 ET (14:00 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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