NB Private Equity: Total Voting Rights Correction
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
NB Private Equity Partners Limited
(the “Company”)
6 October 2021
Total Voting Rights Correction
Following the recent discovery of an error to the Total Voting Rights announcement released to the market on 2 March 2020, the Company wishes to notify the market of the correct voting rights as outlined in the table below.
Due to this initial error, the Transaction in Own Shares announcements released to the market on 3 March 2020 and 11 March 2020, in addition to the Total Voting Rights announcement released to the market on 1 April 2020 all incorrectly detailed the Company’s Total Voting Rights.
The Company is currently working with investors to remedy any disclosure of holding(s) in the Company and replacement announcements will be made for investors where required. It should be noted that the correct statement of capital and voting rights have been accurately reflected in Interim and Annual Financial Statements and Reports during the period.
In accordance with DTR 5.6.1R, the Company notifies the market of the following:
Please note that the Total Voting Rights detailed in the below table are correct as at today’s date. There have been no changes to the Total Voting Rights of the Company since the announcement noting the incorrect Total Voting Rights published on 1 April 2020.
As at 31 March 2020 and the date of this announcement, the Company had the following shares in issue and where appropriate, admitted to trading on a regulated or prescribed market:
| Class of Share | Number in issue as at 31 March 2020 (including Treasury Shares) | Voting Entitlement pursuant to the Articles of Incorporation | Number held in Treasury as at 31 March 2020 | Voting Rights as at 31 March 2020 (excluding Treasury Shares) |
| Class A Ordinary | 49,911,438 | May attend and vote at general meetings | 3,150,408 | 46,761,030 |
| Class A Shareholders have the right to receive notice of general meetings of the Company and shall have the right to attend and vote at all general meetings, provided that the Class A Shareholders shall have no right to vote on a 2022 ZDP Liquidation Resolution, a 2024 ZDP Liquidation Resolution, a 2022 ZDP Reconstruction Resolution or a 2024 ZDP Reconstruction Resolution. | ||||
| B Shares | 10,000 | Except in certain circumstances, do not carry voting rights | 0 | 0 |
| Class B Shareholders do not have the right to receive notice of or have the right to attend and vote at any general meetings. However, there are limited circumstances where the Company shall not act, without the prior approval of the Class B Shareholders by ordinary resolution passed at a separate general meeting of the Class B Shareholders. Separately, the Directors shall, at appropriate times carry out the FPI Test and, if they determine that the US Shareholding Percentage had exceeded the FPI Specified Percentage as at such FPI Calculation Date, with effect from the date on which the Directors make such determination, the Class B Shares in issue shall, with respect to any Director Resolution, carry a positive number of voting rights as per the calculation referenced in the Articles. | ||||
| Zero Dividend Preference 2022 Shares | 50,000,000 | No | 0 | 0 |
| ZDP Shareholders shall not have the right to receive notice of or attend or vote at any general meeting of the Company. However, there are limited circumstances where the Company shall not act, without the prior approval of the 2022 ZDP Shareholders by ordinary resolution passed at a separate general meeting of the 2022 ZDP Shareholders. | ||||
| Zero Dividend Preference 2024 Shares | 50,000,000 | No | 0 | 0 |
| ZDP Shareholders shall not have the right to receive notice of or attend or vote at any general meeting of the Company. However, there are limited circumstances where the Company shall not act, without the prior approval of the 2024 ZDP Shareholders by ordinary resolution passed at a separate general meeting of the 2024 ZDP Shareholders. | ||||
| Total Voting Rights | 46,761,030 | |||
For further information, please contact:
Ocorian, Company Secretary 2
Peter Davidson
NBPE Investor Relations
Kaso Legg Communications +44 (0)20 3995 6673
Charles Gorman
About NB Private Equity Partners Limited
NBPE invests in direct private equity investments alongside market leading private equity firms globally. NB Alternatives Advisers LLC (the “Investment Manager”), an indirect wholly owned subsidiary of Neuberger Berman Group LLC, is responsible for sourcing, execution and management of NBPE. The vast majority of direct investments are made with no management fee / no carried interest payable to third-party GPs, offering greater fee efficiency than other listed private equity companies. NBPE seeks capital appreciation through growth in net asset value over time while paying a bi-annual dividend.
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, real estate and hedge funds—on behalf of institutions, advisors and individual investors globally. With offices in 25 countries, Neuberger Berman’s diverse team has over 2,300 professionals. For seven 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). In 2020, the PRI named Neuberger Berman a Leader, a designation awarded to fewer than 1% of investment firms for excellence in Environmental, Social and Governance (ESG) practices. The PRI also awarded Neuberger Berman an A+ in every eligible category for our approach to ESG integration across asset classes. The firm manages $433 billion in client assets as of June 30, 2021. For more information, please visit our website at .
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. 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.
