NB Private Equity Partners Limited Nbpe: Results Of Meeting And Written Resolutions

 
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. 
 
   24 April 2017 
 
   NB PRIVATE EQUITY PARTNERS LIMITED 
 
   Results of Class A Shareholder Meeting and Class B Written Resolutions 
 
   NB Private Equity Partners Limited (the "Company") announces that it 
held a General Meeting of its Class A Shareholders at Lefebvre Place, 
Lefebvre Street, St Peter Port, Guernsey on 24 April 2017 and confirms 
that the resolution was passed as an ordinary resolution by the 
Company's Class A shareholders. 
 
   In accordance with LR 9.6.18, details of the resolution passed at the 
Class A Shareholder Meeting is as follows: 
 
 
 
 
Resolution Type   Votes for   Votes Against  Votes Withheld* 
1 - Ordinary      31,393,284          9,700                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 the resolution can be found below: 
 
   THAT the Company be and is hereby authorised to: 
 
 
   1. implement the Proposals described in the Circular; 
 
   2. apply for the Class A Shares to be admitted to the Official List and to 
      trading on the Premium Segment; 
 
 
   and, conditional upon Admission and the approval of the Written 
Resolutions: 
 
 
   1. adopt the New Articles produced to the Class A Meeting and, for the 
      purposes of identification, initialled by the Chairman, as the new 
      articles of incorporation of the Company in substitution for, and to the 
      exclusion, in their entirety, of, the Existing Articles (and the Class A 
      Shareholders hereby sanction any variation to their rights as a class 
      occasioned by the adoption of the New Articles); 
 
   2. enter into the Amended and Restated IMA (a description of which is set 
      out in the Circular); and 
 
   3. enter into the Amended and Restated Investment Partnership Agreement (a 
      description of which is set out in the Circular). 
 
 
   The Company also announces that, inter alia, the following Written 
Resolutions were approved on 24 April 2017 by the Company's Class B 
Shareholder:- 
 
   SPECIAL RESOLUTION 
 
   1.        THAT the Company be and is hereby authorised to: 
 
   1.1       implement the Proposals described in the Circular issued by 
the Company to the Class A Shareholders dated 28 March 2017 (the 
"Circular"); and 
 
   1.2       apply for the Class A Shares to be admitted to the Official 
List and to trading on the Premium Segment; 
 
   and, conditional upon Admission and the approval of the ordinary 
resolution being obtained at the Class A Meeting of the holders of Class 
A Shares being held for that purpose: 
 
   1.3       adopt the New Articles annexed hereto as the new articles of 
incorporation of the Company in substitution for, and to the exclusion, 
in their entirety, of, the Existing Articles; 
 
   1.4       enter into the Amended and Restated IMA (a description of 
which is set out in the Circular); and 
 
   1.5       enter into the Amended and Restated Investment Partnership 
Agreement (a description of which is set out in the Circular). 
 
   ORDINARY RESOLUTION 
 
   2.     THAT Trudi Clark be and is hereby appointed as a Director of the 
Company with effect from the conclusion of the committee meeting of the 
board of directors of the Company to be held on 24 April 2017. 
 
   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 [phone] 
 
   Jefferies International Limited [phone] 
 
   Stuart Klein 
 
   Heritage International Fund Managers Limited [phone] 
 
   Dwayne Mahrer 
 
   James Christie 
 
   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 two classes of ZDP shares; the 2017 ZDP shares and the 2022 ZDP 
shares. The 2017 ZDP shares are admitted to trading on the Specialist 
Fund Segment of the Main Market of the London Stock Exchange and the 
Official List of The International Stock Exchange. The 2022 ZDP shares 
are admitted to trading on the Specialist Fund Segment of the Main 
Market of the London Stock Exchange. 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. 
 
   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 was 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

April 24, 2017 07:00 ET (11:00 GMT)

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