NB Private Equity Partners Limited (the "Company") announces that it held its Annual General Meeting at Lefebvre Place, Lefebvre Street, St Peter Port, Guernsey on 4 August 2016 and confirms that the following resolutions were unanimously passed as ordinary resolutions by the Company's sole Class B Ordinary shareholder voting in respect of its holding of 10,000 Class B Ordinary shares (representing 100% of those shareholders eligible to vote under the articles of incorporation):-
1. To receive and adopt the Audited Financial Statements, the Directors' report, and the Auditors' report for the year ended 31 st December 2015.
2. To approve the Directors' remuneration for the year ended 31 st December 2015.
3. To re-appoint John Falla as a Director of the Company, retiring in accordance with Article 26.2 of the Company's Articles of Incorporation.
4. To re-appoint Peter Von Lehe as a Director of the Company, retiring in accordance with Article 26.2 of the Company's Articles of Incorporation.
5. To re-appoint KPMG Channel Islands Limited, who have indicated their willingness to continue in office, as Auditors of the Company and to hold office until the next Annual General Meeting.
6. To authorise the Directors to determine KPMG Channel Islands Limited's remuneration.
7. THAT the Company be authorised in accordance with section 315 of the Companies (Guernsey) Law, 2008 (the "Companies Law"), to make market purchases (within the meaning of section 316 of the Companies Law) of its own Class A Shares, provided that:
a. the maximum number of Class A Shares authorised to be purchased shall be 7,313,705 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 date of this Notice of AGM);
b. the minimum price which may be paid for a Class A Share is US$0.01;
c. the maximum price which may be paid for a Class A Share is an amount equal to the higher of (a) 5 per cent. above the average market value of the Class A Shares on the regulated market where the repurchase is carried out for the five business days before 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;
d. such authority shall expire at the annual general meeting of the Company in 2017 unless such authority is varied, revoked or renewed prior to such date by an ordinary resolution of the Company; and
e. the Company may make a contract to purchase Class A Shares under such authority prior to its expiry which will or may be executed wholly or partly after its expiration and the Company may make a purchase of Shares pursuant to any such contract.
8. THAT the Company be and is hereby authorised, in accordance with and to the fullest extent permitted by the Companies (Guernsey) Law, 2008, to hold any Class A Shares purchased by it as treasury shares provided that the aggregate number of Class A Shares held as treasury shares shall not at any time exceed 10 per cent of the total number of Class A Shares in issue at that time AND THAT the Company be and is hereby authorised to cancel any Class A Shares purchased by it as treasury shares.
9. To extend the power of the Board to issue Shares, under Article 4.12 of the Articles of Incorporation, for a further five years.
For further information, please contact:
Heritage International Fund Managers Limited
|+44 1481 716000|
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 Market of the London Stock Exchange. NBPE has ZDP shares admitted to trading on the Specialist Fund Market of the London Stock Exchange and the Daily Official List of The Channel Islands Securities Exchange Authority Limited. NBPE holds a diversified portfolio of direct-yielding investments, co-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 18 countries, Neuberger Berman's team is more than 2,100 professionals and the company was named by Pensions & Investments as a 2013, 2014 and 2015 Best Place to Work in Money Management. Tenured, stable and long-term in focus, the firm fosters an investment culture of fundamental research and independent thinking. It manages $243 billion in client assets as of March 31, 2016. 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.