NB Private Equity Partners Limited Potential Issuance Of 2024 Zdp Shares

 
TIDMNBPE 
 
 
   The information contained in this announcement is restricted and is not 
for publication, release or distribution, in whole or in part, directly 
or indirectly, to any US Persons (as defined below) or in or into 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 or any other jurisdiction, or to any 
other person, where to do so would constitute a violation of applicable 
law. 
 
   Potential Issuance of 2024 ZDP Shares 
 
   4 May 2018 
 
   NB Private Equity Partners Limited ("NBPE" or the "Company"), a 
closed-end private equity investment company, announces that it has 
published a circular and a notice of a meeting of the Company and the 
Class A Shareholders (the "Circular") in connection with a proposed 
creation of a new class of zero dividend preference shares in the 
capital of the Company, which would be due for redemption on 30 October 
2024 ("2024 ZDP Shares"). 
 
   The creation of the new class of 2024 ZDP Shares requires certain 
amendments to be made to the Company's articles of incorporation (the 
"Articles"). The proposed creation and issue of 2024 ZDP Shares and the 
proposed amendments to the Articles (together being the "Proposals") 
require the approval of the Class A Shareholders, the Class B 
Shareholder and the Company. 
 
   The meeting of the Class A Shareholders to consider and, if thought fit, 
approve the Proposals at the Company Extraordinary General Meeting 
("EGM") at 10:00 a.m. on 22 May 2018 and the Class A Meeting at 10:15 
a.m. on 22 May 2018 will be held at Lefebvre Place, Lefebvre Street, St. 
Peter Port, Guernsey. Class A Shareholders are requested to return the 
Company EGM Form of Proxy by no later than 10:00 a.m. on 18 May 2018 and 
return the Class A Meeting Form of Proxy by no later than 10:15 a.m. on 
18 May 2018. 
 
   Proposed 2024 ZDP Share issuance 
 
   Subject to the passing of the Proposals, the Company intends that up to 
50 million 2024 ZDP Shares (in aggregate) may be issued by way of an 
initial placing (the "Initial Placing") and offer for subscription (the 
"Offer for Subscription"). If the total number of 2024 ZDP Shares issued 
pursuant to the Offer for Subscription and the Initial Placing is less 
than 50 million, then the Company may carry out further placings, at its 
sole discretion (any such Placing, a "Subsequent Placing", and the Offer 
for Subscription, Initial Placing and Subsequent Placings together, 
being the "Issue"). 
 
   2024 ZDP Shares shall be issued pursuant to the Initial Placing and 
Offer for Subscription at an issue price of 100 pence per 2024 ZDP Share 
(the "Issue Price"). 
 
   Benefits of the Issue 
 
   The Directors believe that the creation of the new class of 2024 ZDP 
Shares will be beneficial for the Company for a number of reasons. In 
particular, the Directors believe that: 
 
 
   -- the current market environment continues to produce attractive investment 
      opportunities for the Company and that an issue of 2024 ZDP Shares will 
      provide the Company with operational flexibility to continue to execute 
      its investment strategy at an appropriate pace; 
 
   -- an issue of 2024 ZDP Shares is expected to allow the Company to further 
      its investment strategy. Over time, this is expected to lead to continued 
      growth in the Company's NAV as the Investment Manager takes advantage of 
      attractive equity and debt investment opportunities alongside private 
      equity sponsors. The Credit Facility allows the Company flexibility to 
      invest more when favourable opportunities and market conditions arise, 
      and allows the ability to pay down from realisations over time. The issue 
      of 2024 ZDP Shares would provide a small amount of additional structural 
      leverage, allowing the Company to maintain its targeted level of 
      investment of 115 to 120 per cent. of the Net Asset Value of the Class A 
      and Class B Shares; 
 
   -- an issue of 2024 ZDP Shares will allow the Company to have a lower debt 
      ratio, against which its senior debt covenants are measured, providing 
      greater operational flexibility; 
 
   -- an issue of 2024 ZDP Shares will provide the Company with an additional 
      source of long-term financing, additional diversity to the Group's 
      sources of capital and a staggered maturity profile for its sources of 
      finance; and 
 
   -- the Company's capital position is currently strong with unaudited Gross 
      Assets of U.S.$981.0 million and gross liabilities of U.S.$144.8 million 
      (including the minority interest, being the interest in the Special 
      Limited Partner). The unaudited NAV per share as at 31 March 2018 was 
      U.S.$17.13 per Share. An issue of 2024 ZDP Shares would provide 
      additional resources to enable the Investment Manager to take advantage 
      of current and future market opportunities without affecting the 
      Company's conservative capital structure and adjusted commitment coverage 
 
 
   The Issue 
 
   The Company is seeking to issue up to 50 million 2024 ZDP Shares by way 
of the Initial Placing and Offer for Subscription, subject to the terms 
and conditions set out in the Prospectus, expected to be published 
shortly. 
 
   The holders of 2024 ZDP Shares will be entitled to receive a capital sum 
on 30 October 2024. This capital sum per 2024 ZDP Share will be 100 
pence increased at an annual rate equal to the 2024 ZDP gross redemption 
yield ("GRY") from the date of issue until the 2024 ZDP Repayment Date. 
 
   The GRY of the 2024 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 2024 ZDP Shares they wish to 
acquire at different GRYs, ranging between 3.25 per cent. and 4.25 per 
cent. (in five increments of 0.25 per cent. each), or at the strike GRY. 
All applications for 2024 ZDP Shares received pursuant to the Initial 
Placing and Offer for Subscription will be aggregated, showing the 
amount of demand at each GRY. The 2024 ZDP GRY shall be set at the 
lowest GRY at which applications under the Initial Placing and Offer for 
Subscription, have been received subject to a minimum issue size of 20 
million new 2024 ZDP Shares being achieved. In the case where there are 
multiple possibilities for the 2024 ZDP GRY, the 2024 GRY will be set by 
the Directors who, when making their decision, will consider, inter alia, 
the number of applications at each such possibility and the investment 
opportunities available to the Company. The 2024 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 published 
investment policy. 
 
   The Issue is for up to a maximum of 50 million 2024 ZDP Shares of no par 
value, to be issued at 100 pence per 2024 ZDP Share. The total net 
proceeds will be dependent upon the number of 2024 ZDP Shares issued 
pursuant to the Issue. If the total number of 2024 ZDP Shares issued 
pursuant to the Initial Placing and Offer for Subscription, is less than 
50 million, then the Company may carry out Subsequent Placings in the 
future, at its sole discretion. 
 
   It is proposed that all 2024 ZDP Shares issued pursuant to the Issue 
will rank pari passu with one another. The 2024 ZDP Shares, whilst 
ranking prior to the Class A Shares and Class B Shares in respect of the 
repayment of the 2024 ZDP Final Capital Entitlement per 2024 ZDP Share 
from the assets in the Investment Portfolio, rank behind the 2022 ZDP 
Shares and any borrowings made by the Company that remain outstanding. 
 
   The Issue is conditional on (among other things): 
 
 
   1. the approval, by ordinary resolution, of the Class A Shareholders to 
      proposed changes to their rights under the Articles to provide for the 
      2024 ZDP Shares, which will be sought at the Class A Meeting to be held 
      on 22 May 2018; 
 
   2. the approval, by way of ordinary resolution, of the Class B Shareholder 
      to proposed changes to their rights under the Articles to provide for the 
      2024 ZDP Shares, which will be sought by written resolution on or around 
      22 May 2018; 
 
   3. the approval, by special resolution, of the Company to proposed 
      amendments to the Articles to provide for the 2024 ZDP Shares, which will 
      be sought at the Company EGM to be held on 22 May 2018; 
 
   4. applications under the Offer for Subscription and the Initial Placing 
      being received in respect of at least 20 million 2024 ZDP Shares; 
 
   5. satisfaction of the 2022 ZDP Cover Test; and 
 
   6. Admission of the 2024 ZDP Shares issued pursuant to the Initial Placing 
      and Offer for Subscription. 
 
 
   Application will be made to the London Stock Exchange for the 2024 ZDP 
Shares to be admitted to trading on the Specialist Fund Segment ("SFS") 
of the London Stock Exchange's Main Market. 
 
   ZDP Cover Ratios 
 
   The 2024 ZDP GRY will impact the 2024 ZDP Final Capital Entitlement, 
2024 ZDP Final Net Asset Cover, 2024 ZDP Final Debt Cover and 2024 ZDP 
Hurdle Rate (as such are more fully described in the Prospectus). The 
table below sets out the illustrative cover ratios at GRYs between 3.25 
per cent. and 4.25 per cent. 
 
 
 
 
2024 ZDP GRY                         3.25%    3.50%    3.75%    4.00%    4.25% 
2024 ZDP Final Capital 
 Entitlement (pence per share)      122.79   124.72   126.66   128.63   130.63 
2024 ZDP Hurdle Rate               (19.2)%  (19.2)%  (19.1)%  (19.0)%  (18.9)% 
2024 Estimated Final Net Asset      10.3x    10.2x    10.0x    9.8x     9.7x 
 Cover 
2024 Estimated Final Debt Cover     9.9x     9.8x     9.6x     9.5x     9.4x 
 
 
   The statistics are calculated on the basis of the assumptions disclosed 
in Part 1 of the Prospectus including inter alia, financial information 
as at 31 March 2018 (as applicable). 
 
   2024 ZDP Class Rights 
 

   The 2024 ZDP class rights are protections for 2024 ZDP Shareholders 
which will be enshrined in the Company's articles of incorporation. 
These include inter alia restrictions on the Company issuing further 
shares 
 
   and paying dividends out of capital unless the 2024 ZDP Cover (being the 
ratio of the Company's gross asset value to the aggregate of the 2024 
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. 
In addition the Company is restricted from agreeing any increase of more 
than U.S.$50 million to the maximum amount that may be drawn down on the 
Credit Facility (or any additional or replacement credit facilities) 
unless (1) the maturity dates of the Credit Facility (or new facilities) 
occurs after the 2024 ZDP Repayment Date or (2) the Credit Ratio as 
calculated at the time of the credit increase is no lower than that on 
the date of the Prospectus. The full details on these restrictions are 
included in the Circular. 
 
   It is proposed that all 2024 ZDP Shares arising or issued (as the case 
may be) pursuant to the Issue will rank pari passu with one another. The 
2024 ZDP Shares, whilst ranking prior to the Class A Shares and Class B 
Shares in respect of the repayment of the 2024 ZDP Final Capital 
Entitlement per 2024 ZDP Share from the assets in the Investment 
Portfolio, rank behind the 2022 ZDP Shares and any borrowings made by 
the Company that remain outstanding. Further details on the rights of 
the 2024 ZDP Shareholders are included in the Circular and Prospectus. 
 
   The Company intends to publish a Prospectus shortly in connection with 
the issuance of the 2024 ZDP Shares. 
 
   Expected timetable 
 
 
 
 
Latest time and date for receipt of the Company EGM                                10:00 a.m. on 18 May 2018 
 Form of Proxy for the Company EGM* 
Latest time and date for receipt of the Class A Meeting                            10:15 a.m. on 18 May 2018 
 Form of Proxy for the Class A Meeting* 
Company EGM                                                                        10:00 a.m. on 22 May 2018 
Class A Meeting                                                                    10:15 a.m. on 22 May 2018 
Announcement of results of the Company EGM and the                                               22 May 2018 
 Class A Meeting 
Signing of the Written Resolution by the Class B                                                 22 May 2018 
Shareholder 
Latest time for receipt of Application Forms under                                 11.00 a.m. on 23 May 2018 
 the Offer for Subscription 
Latest time for receipt of placing commitments under                               11.00 a.m. on 24 May 2018 
 the Initial Placing 
Announcement of the results of the Initial Placing                                               25 May 2018 
 and Offer for Subscription 
Admission and unconditional dealings in the 2024 ZDP                                8.00 a.m. on 30 May 2018 
 Shares to commence on the SFS 
CREST Accounts credited with 2024 ZDP Shares in respect                                          30 May 2018 
 of the Initial Placing and Offer for Subscription 
 
  Certificates dispatched for the 2024 ZDP Shares          Approximately one week following the Admission of 
                                                           the 2024 ZDP Shares 
 
 
   *Please note that the latest time for receipt of the Forms of Proxy is 
forty eight hours (excluding non-Business Days) prior to the time 
allotted for the Company EGM and Class A Meeting. 
 
   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 
Circular. 
 
   The Circular will be 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. 
 
   A copy of this announcement will be available on the Company's website 
at www.nbprivateequitypartners.com. Neither the content of the Company's 
website, nor the content on any website accessible from hyperlinks on 
its website for any other website, is incorporated into, or forms part 
of, this announcement nor, unless previously published by means of a 
recognised information service, should any such content be relied upon 
in reaching a decision as to whether or not to acquire, continue to hold, 
or dispose of, securities in the Company. 
 
   For further information, please contact: 
 
   NBPE Investor Relations                                                   [phone] 
 
 
 
 
 
Stifel Nicolaus Europe Limited 
 Neil Winward 
 Mark Bloomfield 
 Tom Yeadon                                             [phone] 
Estera International Fund Managers (Guernsey) Limited 
 Dwayne Mahrer 
 James Christie                                          [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 the Premium Segment of the Main 
Market of the London Stock Exchange and Euronext Amsterdam. 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. 
 
   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 20 countries, 
Neuberger Berman's team is more than 1,900 professionals. For four 
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 fosters an investment culture of 
fundamental research and independent thinking. It manages $299 billion 
in client assets as of March 31, 2018. For more information, please 
visit our website at www.nb.com. 
 
   IMPORTANT NOTICES 
 
   This statement is made pursuant to article 5:25e of the Dutch Financial 
Supervision Act (Wet op het financieel toezicht) which requirement stems 
from the EU Transparency Directive. Pursuant to article 5:25e and 
article 5:25m of the Dutch Financial Supervision Act this Interim 
Management Statement has been made generally available by means of a 
press release and by publication on NBPE's website 
(www.nbprivateequitypartners.com) and has been filed with the 
Netherlands Authority for the Financial Markets (Autoriteit 
Financiële Markten). 
 
   This press release appears as a matter of record only and does not 
constitute an offer or invitation to sell or a solicitation of an offer 
to purchase any security, or otherwise engage in an investment activity. 
Past performance is not a reliable indicator of current of future 
results. The value of investments may go down as well as up and 
investors may not get back any of the amount invested. 
 
   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. There can be no 
assurance that the final capital entitlement will be repaid in full on 
the 2024 ZDP Repayment Date. 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 statement 
 
   This announcement may not be published, distributed or transmitted by 
any means or media, directly or indirectly, in whole or in part, to any 
"U.S. person" ("US Person") as defined in Regulation S under the US 
Securities Act of 1933 as amended (the "US Securities Act") or in or 

into the United States or any other jurisdiction, or to any other person, 
where to do so would constitute a violation of applicable law. This 
announcement does not constitute an offer to sell or issue, or a 
solicitation of an offer to purchase, subscribe for or otherwise acquire, 
any securities in the United States or any other jurisdiction where such 
an offer or solicitation would be unlawful. The securities mentioned 
herein have not been and will not be registered under the US Securities 
Act or with any securities regulatory authority of any state or other 
jurisdiction of the United States and may 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. There has been and will be no public offering of the 
securities mentioned herein in the United States. The Company has not 
been and will not be registered under the US Investment Company Act of 
1940 as amended (the "US Investment Company Act") and as such investors 
will not be entitled to the benefits of the US Investment Company Act. 
 
   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 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

May 04, 2018 02:01 ET (06:01 GMT)

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