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restricted and is not for publication, release or distribution, in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):
-
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;
-
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;
-
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;
-
applications under the Offer for Subscription
and the Initial Placing being received in respect of at least 20
million 2024 ZDP Shares;
-
satisfaction of the 2022 ZDP Cover Test;
and
-
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 Cover |
10.3x |
10.2x |
10.0x |
9.8x |
9.7x |
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 Form of Proxy for the
Company EGM* |
10:00 a.m. on 18 May 2018 |
Latest
time and date for receipt of the Class A Meeting Form of Proxy for
the Class A Meeting* |
10:15 a.m. on 18 May 2018 |
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 Class A
Meeting |
22 May 2018 |
Signing
of the Written Resolution by the Class B Shareholder |
22 May 2018 |
Latest
time for receipt of Application Forms under the Offer for
Subscription |
11.00 a.m. on 23 May 2018 |
Latest
time for receipt of placing commitments under the Initial
Placing |
11.00 a.m. on 24 May 2018 |
Announcement of the results of the Initial Placing and Offer for
Subscription |
25 May 2018 |
Admission
and unconditional dealings in the 2024 ZDP Shares to commence on
the SFS |
8.00 a.m. on 30 May 2018 |
CREST
Accounts credited with 2024 ZDP Shares in respect of the Initial
Placing and Offer for Subscription |
30 May 2018 |
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
+1 214 647 9593
Stifel Nicolaus Europe
Limited
Neil Winward
Mark Bloomfield
Tom Yeadon |
+44 20 7710 7600
|
Estera International Fund Managers (Guernsey)
Limited
Dwayne Mahrer
James Christie |
+44 1481 742742
|
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 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
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