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
15 June 2023
NB Private Equity Partners Limited (the “Company”) is pleased to announce that at the Annual General Meeting of its Class A Shareholders held at 1.45 p.m. on 15 June 2023, each of the Resolutions tabled were duly passed without amendment.
The details of each resolution are as follows:
ORDINARY RESOLUTIONS
Resolution 1
THAT the Audited Financial Statements, the Directors’ report, and the auditors’ report for the financial year ended 31 December 2022 be received and considered.
| For (including discretionary) | 22,010,759 votes |
| Against | 0 votes |
| Withheld | 309 votes |
Resolution 2
THAT the Directors’ Remuneration Report as set out in the Annual Report for year ended 31 December 2022 be approved.
| For (including discretionary) | 21,911,702 votes |
| Against | 96,273 votes |
| Withheld | 3,093 votes |
Resolution 3
THAT William Maltby as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.
| For (including discretionary) | 21,770,843 votes |
| Against | 238,967 votes |
| Withheld | 1,258 votes |
Resolution 4
THAT John Falla as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.
| For (including discretionary) | 21,738,964 votes |
| Against | 270,846 votes |
| Withheld | 1,258 votes |
Resolution 5
THAT Trudi Clark as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.
| For (including discretionary) | 21,501,412 votes |
| Against | 508,398 votes |
| Withheld | 1,258 votes |
Resolution 6
THAT Wilken von Hodenberg as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.
| For (including discretionary) | 21,770,843 votes |
| Against | 238,967 votes |
| Withheld | 1,258 votes |
Resolution 7
THAT Louisa Symington-Mills as a Director of the Company. Retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.
| For (including discretionary) | 21,770,043 votes |
| Against | 239,767 votes |
| Withheld | 1,258 votes |
Resolution 8
THAT KPMG Channel Islands Limited, who have indicated their willingness to continue in office, be re-appointed as auditors of the Company and to hold office from the conclusion of this AGM until the conclusion of the next AGM to be held in 2024.
| For (including discretionary) | 20,210,594 votes |
| Against | 1,799,210 votes |
| Withheld | 1,264 votes |
Resolution 9
THAT the Directors be authorised to determine the remuneration of KPMG Channel Islands Limited.
| For (including discretionary) | 21,674,327 votes |
| Against | 335,483 votes |
| Withheld | 1,258 votes |
Resolution 10
THAT the interim dividend paid on 31/08/2022 of $0.47 per share and the interim dividend paid on 28/02/2023 of $0.47 per share approved.
| For (including discretionary) | 22,010,759 votes |
| Against | 0 votes |
| Withheld | 309 votes |
In accordance with LR 9.6.18, details of those resolutions passed, which were not ordinary business of the AGM, follow:-
| Resolution Type | Votes For (including discretionary) | Votes Against | Votes Withheld* |
| 11 - Ordinary | 21,998,740 | 10,678 | 1,650 |
| 12 - Special | 20,344,203 | 1,665,914 | 951 |
| 13 - Special | 21,871,271 | 138,539 | 1,258 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes “for” or “against” the Resolution.
The full wording of these resolutions can be found below:
Resolution 11
To increase the aggregate remuneration of the Directors to a maximum of £450,000 per annum, in accordance with Article 21.1 of the Company’s Articles of Incorporation (the “Articles”).
SPECIAL RESOLUTIONS
Resolution 12
THAT the Company be and is hereby authorised, in accordance with section 315 of the Companies (Guernsey) Act 2008, as amended (the “Companies Law”), subject to the Listing Rules made by the United Kingdom Financial Conduct Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Class A Shares (as defined in the Company’s Articles) which may be cancelled or held as treasury shares, provided that:
- The maximum number of Class A Shares authorised to be purchased under this authority shall be 7,009,478 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 latest practicable date;
- The minimum price (exclusive of expenses) which may be paid for a Class A Share is US$0.01;
- the maximum price (exclusive of expenses) which may be paid for a Class A Share shall be not more than an amount equal to the higher of
- 5 per cent. above the average mid-market value of the Class A Shares on the regulated market where the repurchase is carried out for the five business days prior to the day the purchase is made; and
- 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, and
such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2023 (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may make a contract to acquire Class A Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Class A Shares pursuant to such a contract.
Resolution 13
THAT the Directors be and are hereby authorised, pursuant to Article 5.7 of the Articles, to allot and issue or make offers or agreements to allot and issue, grant rights to subscribe for, or to convert any securities into, Class A Shares (including by way of sale of Class A Shares from treasury) (“Relevant Securities”) for cash in to the aggregate number of Class A Shares equal to 4,671,426 (being 9.99 per cent. of the Class A Shares in issue as at the Latest Practicable Date) (excluding any Class A Shares held in treasury and after giving effect to the exercise of any warrants, options or other convertible securities outstanding as at such date) as if Article 5.2 of the Articles did not apply to any such allotment and issue, such authority to expire on the date which is 15 months from the date of the passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to held in 2024 (unless previously renewed, revoked or varied by the Company by a special resolution) save that the Company may, before such expiry, make an offer or agreement which would or might require Relevant Securities to be allotted and issued after such expiry and the directors may allot and issue Relevant Securities in pursuance of such an offer or agreement as if the authority conferred by this resolution had no expired.
For further information, please contact:
NBPE Investor Relations +1 214 647 9593
Kaso Legg Communications +44 (0)20 3995 6673
Charles Gorman nbpe@kl-communications.com
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 26 countries, Neuberger Berman’s diverse team has over 2,600 professionals. For eight 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). Neuberger Berman is a PRI Leader, a designation, since last assessed, that was awarded to fewer than 1% of investment firms for excellence in Environmental, Social and Governance (ESG) practices. In the 2021 PRI Assessment, the firm obtained the highest possible scoring for its overarching approach to ESG investment and stewardship, and integration across asset classes. The firm manages $436 billion in client assets as of March 31, 2023. 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. 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.
