NB Private Equity Partners Limited Nb Private Equity Partners Limited : Result Of Agm

 
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. 
 
   25 August 2017 
 
   NB PRIVATE EQUITY PARTNERS LIMITED 
 
   (the "Company") 
 
   Results of AGM 
 
   The Company is pleased to announce that at the Annual General Meeting of 
its Class A Shareholders held at 1.45 p.m. on 24 August 2017, 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 2016 be 
received and considered. 
 
 
 
 
For (including discretionary)  26,910,467 votes 
Against                        150 votes 
Withheld                       0 votes 
 
 
   Resolution 2 
 
   THAT the Directors' remuneration for the financial year ended December 
31 2016 as provided in the Directors' report be approved. 
 
 
 
 
For (including discretionary)  25,249,667votes 
Against                        54,635 votes 
Withheld                       1,606,315 votes 
 
 
   Resolution 3 
 
   THAT Talmai Morgan 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)  26,464,743 votes 
Against                        445,874 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)  26,906,340 votes 
Against                        4,277 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)  26,910,617 votes 
Against                        0 votes 
Withheld                       0 votes 
 
 
   Resolution 6 
 
   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)  19,337,928 votes 
Against                        5,264,310 votes 
Withheld                       2,308,379 votes 
 
 
   Resolution 7 
 
   THAT John Buser 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)  19,337,928 votes 
Against                        5,264,310 votes 
Withheld                       2,308,379 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 the Annual General Meeting until the 
conclusion of the next Annual General Meeting to be held in 2018. 
 
 
 
 
For (including discretionary)  25,249,816 votes 
Against                        1,660,801 votes 
Withheld                       0 votes 
 
 
   Resolution 9 
 
   THAT the Directors be authorised to determine the remuneration of KPMG 
Channel Islands Limited. 
 
 
 
 
For (including discretionary)  26,910,617 votes 
Against                        0 votes 
Withheld                       0 votes 
 
 
   Resolution 10 
 
   THAT the interim dividend of $0.25 cents per share in respect of the 
period 1 July 2016 to 31 December 2016 and the interim dividend of $0.25 
cents per share in respect of the period 1 January 2017 to 30 June 2017, 
declared by the Company, be ratified and approved. 
 
 
 
 
For (including discretionary)  26,910,617 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                        26,860,408         50,209                0 
12 - Special                        23,205,111      3,705,506                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) Law, 2008, as amended (the "Companies 
Law"), subject to the Listing Rules made by the UK Listing 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 a number equal to 14.99 per cent. of the Class A 
      Shares in issue (excluding Class A Shares held in treasury) as at the 
      latest practicable date prior to the date of this Notice of AGM; 
 
   2. the minimum price (exclusive of expenses) which may be paid for a Class A 
      Share is US$0.01; 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 (a) 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 (b) 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, 
 
 
 
 
   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 2018 (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 up to the 
aggregate number of Class A Shares as represent 9.99 per cent. of the 
Class A Shares in issue as at the latest practicable date prior to the 
date of this Notice of AGM (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 be held in 2018 (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 not expired. 
 
   The Board notes that a significant number of votes were cast against 
resolutions 6 and 7 and recognises the concerns which have been 
expressed. The Board however is of the opinion that having board members 
from the Investment Manager produces a stronger alignment of interests 
between Neuberger Berman and the Company. 
 
   The Board and Management team regularly meet with shareholders and are 
always available to discuss specific items of concern with them. 
 
   For further information, please contact: 
 
   NBPE Investor Relations     [phone] 
 
 
 
   Neustria Partners                 [phone] 
 
   Nick Henderson                      [e-mail] 
 
   Robert Bailhache 
[e-mail] 
 
   Charles Gorman                     [e-mail] 
 
   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 
Premium Segment of the Main Market of the London Stock Exchange. NBPE 
has 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. 
 
   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 1,900 professionals, as of June 30, 2017. The 
company was named the #1 firm in Pensions & Investments 2016 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 fosters an 
investment culture of fundamental research and independent thinking. It 
manages $271 billion in client assets as of June 30, 2017. 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. 
 
   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

August 25, 2017 02:00 ET (06:00 GMT)

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