TIDMNBPE
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:-
Votes For (including
Resolution Type 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 GBP450,000 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:
1. 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;
2. The minimum price (exclusive of expenses) which may be paid for a Class A
Share is US$0.01;
3. 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
1. 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
2. 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
https://www.globenewswire.com/Tracker?data=pUKVUytAE_ngYIF1FR2upEYN-2mtz3D6lrkdPeABMs8J8cabmWtpTAKHBv1QIAxm_ENivQEfpNNv6MP_1-pAZBr65gurDS5-MGe_p2j7-IsZ5rS-l9DON02xEnoddh1A
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
https://www.globenewswire.com/Tracker?data=z4HPGYzP8Omxy5HBi4PZRqz0jeSphZ19afQp6dKFvfcdnsxQv8xxCenhRgi3SrztRIunpU8KaKxD1V57lUOrDQ==
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.
(END) Dow Jones Newswires
June 15, 2023 11:54 ET (15:54 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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