26 November 2009
NB Private Equity Partners Limited
Results of Placing and Offer for Subscription of ZDP Shares
The Board of NB Private Equity Partners Limited (the "Company" or
"NBPE") is pleased to announce that pursuant to a placing and offer
for subscription (the "ZDP Placing and Offer"), the Company has today
raised £30 million (US$ 50 million) through the issue of zero
dividend preference shares ("ZDP Shares"). This represents an
Initial Cover for the ZDP Shares at Admission of 5.86x.
The Directors believe that the issue of the new class of ZDP Shares
will be beneficial for the Company for a number of reasons.
* The Company's capital position is currently strong with excess
capital resources over unfunded commitments of US$52.0 million at
31 October 2009 and US$102 million after taking into account the
proceeds from the ZDP Placing and Offer.
* An issue of ZDP Shares will further enhance the Company's capital
position and would provide additional resources to enable the
Investment Manager to take advantage of current market
opportunities without affecting the Company's conservative
capital structure and commitment coverage.
* The Directors believe that a number of potentially attractive
investment opportunities, including secondary and distressed
investments, are accessible in the current market environment and
that opportunities for attractive investments will continue to be
available over the next two years.
* The Directors believe that the Company's existing private equity
Investment Portfolio is well-positioned to generate attractive
returns over the long term and that the ZDP Issue is expected to
be accretive to Class A Shareholders over the long term.
Application has been made for the new ZDP Shares to be admitted to
trading on the Specialist Fund Market of the London Stock Exchange
plc. Application has also been made for the new ZDP Shares to be
listed and admitted to trading on the Daily Official List of the
Channel Islands Stock Exchange. Dealings on both markets are expected
to commence at 8 a.m. on 1 December 2009.
Immediately following the issue, the Company's issued share capital
will consist of 51,059,592 shares of US$0.01 (excluding treasury
shares) each classified as Class A Shares, 10,000 shares of US$0.01
(excluding treasury shares) each classified as Class B Shares and
30,000,000 shares of no par value each classified as ZDP Shares.
For further information, please contact:
NBPE Investor Relations +1 214 647 9593
Oriel Securities Limited +44 20 7710 7600
Financial Dynamics +44 20 7269 7114
About NB Private Equity Partners Limited
NBPE is a closed-end private equity fund of funds investment company
admitted to trading on Euronext Amsterdam and the Specialist Fund
Market of the London Stock Exchange. NBPE holds a diversified
portfolio of private equity fund investments and direct
co-investments selected by the NB Alternatives group of Neuberger
Berman, diversified across private equity asset class, geography,
industry, vintage year and sponsor.
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
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 Netherlands Authority for the
Financial Markets (Autoriteit Financiële Markten) 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).
The distribution of this Announcement and the ZDP Placing and Offer
in certain jurisdictions may be restricted by law. No action has been
taken by the Company or Oriel Securities Limited ("Oriel") that would
permit an offering of the ZDP Shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this Announcement
comes are required by the Company and Oriel to inform themselves
about, and to observe, such restrictions.
The information presented herein is not an offer for sale within the
United States of any equity shares or other securities of the
Company. The Company has not been and will not be registered under
the US Investment Company Act of 1940, as amended (the "Investment
Company Act"). In addition, the ZDP Shares have not been and will not
be registered under the US Securities Act of 1933, as amended (the
"Securities Act") or any other applicable law of the United States.
Consequently, the ZDP Shares may not be offered or sold or otherwise
transferred within the United States, or to, or for the account or
benefit of, US Persons (as defined in Regulation S under the
Securities Act), except pursuant to an exemption from the
registration requirements of the Securities Act and under
circumstances which will not require the Company to register under
the Investment Company Act. No public offering of the ZDP Shares is
being made in the United States. The ZDP Shares may only be resold or
transferred in accordance with the restrictions set forth in the
prospectus issued by the Company in connection with the ZDP Placing
and Offer dated 16 November 2009 and related subscription documents.
This communication should not be distributed, forwarded, transferred,
reproduced, or otherwise transmitted, directly or indirectly, to any
persons within the United States or to any US Persons unless it is
lawful to do so.
This communication is directed only at (i) persons outside the United
Kingdom to whom it is lawful to communicate it, or (ii) persons
having professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended), or (iii) high net worth
companies, unincorporated associations and partnerships and trustees
of high value trusts as described in Article 49(2) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended), each a "Relevant Person", and persons who receive this
communication who do not fall within (i), (ii) or (iii) above should
not rely on or act upon this communication.
This Announcement is for information purposes only and does not
constitute an invitation to subscribe for or otherwise acquire or
dispose of securities in the Company in any jurisdiction. The
information contained in this Announcement is for background purposes
only and does not purport to be full or complete. No reliance may be
placed for any purpose on the information contained in this
Announcement or its accuracy or completeness, This announcement does
not constitute or form part of any offer to issue or sell, or any
solicitation of any offer to subscribe or purchase, any investments
nor shall it (or the fact of its distribution) form the basis of, or
be relied on in connection with, any contract therefor.
This announcement may include certain "forward-looking statements".
These statements are based on the current expectations of the Company
and are naturally subject to uncertainty and changes in certain
circumstances. Forward-looking statements typically include
statements containing words such as "intends", "expects",
"anticipates", "targets", "plans", "estimates" and words of similar
import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances
that will occur in the future. There are various factors that could
cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include, but are not limited to, changes in economic
conditions, changes in the regulatory environment, fluctuations in
value of real estate, interest and exchange rates, the outcome of
litigation and government actions. Other unknown or unpredictable
factors could cause actual results to differ materially from those in
the forward-looking statements. The Company does not undertake any
obligation to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
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.
Oriel Securities Limited is acting for NBPE and no-one else in
connection with the ZDP Placing and Offer and will not be responsible
to anyone other than NBPE for providing the protections afforded
to customers of Oriel or for providing advice in relation to the ZDP
Placing and Offer.
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This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.