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.
24 April 2017
NB PRIVATE EQUITY PARTNERS LIMITED
Results of Class A Shareholder Meeting and Class B Written Resolutions
NB Private Equity Partners Limited (the " Company ") announces that it held a General Meeting of its Class A Shareholders at Lefebvre Place, Lefebvre Street, St Peter Port, Guernsey on 24 April 2017 and confirms that the resolution was passed as an ordinary resolution by the Company's Class A shareholders.
In accordance with LR 9.6.18, details of the resolution passed at the Class A Shareholder Meeting is as follows:
| Resolution Type | Votes for | Votes Against | Votes Withheld* |
| 1 - Ordinary | 31,393,284 | 9,700 | 0 |
*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 the resolution can be found below:
THAT the Company be and is hereby authorised to:
- implement the Proposals described in the Circular;
- apply for the Class A Shares to be admitted to the Official List and to trading on the Premium Segment;
and, conditional upon Admission and the approval of the Written Resolutions:
- adopt the New Articles produced to the Class A Meeting and, for the purposes of identification, initialled by the Chairman, as the new articles of incorporation of the Company in substitution for, and to the exclusion, in their entirety, of, the Existing Articles (and the Class A Shareholders hereby sanction any variation to their rights as a class occasioned by the adoption of the New Articles);
- enter into the Amended and Restated IMA (a description of which is set out in the Circular); and
- enter into the Amended and Restated Investment Partnership Agreement (a description of which is set out in the Circular).
The Company also announces that, inter alia, the following Written Resolutions were approved on 24 April 2017 by the Company's Class B Shareholder:-
SPECIAL RESOLUTION
1. THAT the Company be and is hereby authorised to:
1.1 implement the Proposals described in the Circular issued by the Company to the Class A Shareholders dated 28 March 2017 (the " Circular "); and
1.2 apply for the Class A Shares to be admitted to the Official List and to trading on the Premium Segment;
and, conditional upon Admission and the approval of the ordinary resolution being obtained at the Class A Meeting of the holders of Class A Shares being held for that purpose:
1.3 adopt the New Articles annexed hereto as the new articles of incorporation of the Company in substitution for, and to the exclusion, in their entirety, of, the Existing Articles;
1.4 enter into the Amended and Restated IMA (a description of which is set out in the Circular); and
1.5 enter into the Amended and Restated Investment Partnership Agreement (a description of which is set out in the Circular).
ORDINARY RESOLUTION
2. THAT Trudi Clark be and is hereby appointed as a Director of the Company with effect from the conclusion of the committee meeting of the board of directors of the Company to be held on 24 April 2017.
This announcement may contain inside information.
Talmai Morgan Chairman
Note: Unless otherwise indicated, capitalised terms used in this announcement shall have the meanings given to them in the Circular.
For further information, please contact:
NBPE Investor Relations +1 214 647 9593
Jefferies International Limited +44 207 029 8000 Stuart Klein
Heritage International Fund Managers Limited +44 1481 716000 Dwayne Mahrer James Christie
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 Segment of the Main Market of the London Stock Exchange. NBPE has two classes of ZDP shares; the 2017 ZDP shares and the 2022 ZDP shares. The 2017 ZDP shares are admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange and the Official List of The International Stock Exchange. The 2022 ZDP shares are admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange. NBPE holds a diversified portfolio of direct income investments, direct equity 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.
NBPE is established as a non-cellular company limited by shares incorporated in the Island of Guernsey. NBPE is authorised by the Guernsey Financial Services Commission as an authorised closed-ended investment scheme under section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the Authorised Closed-Ended Investment Schemes Rules 2008. 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 Dutch Financial Supervision Act (Wet op het financieel toezicht).
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 19 countries, Neuberger Berman's team is more than 1,900 professionals and the company was named by Pensions & Investments as a Best Place to Work in Money Management for four consecutive years. Tenured, stable and long-term in focus, the firm fosters an investment culture of fundamental research and independent thinking. It manages $255 billion in client assets as of December 31, 2016. For more information, please visit our website at www.nb.com .
IMPORTANT NOTICES
This announcement appears as a matter of record only and does not constitute an offer to issue or sell, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities in any jurisdiction. The information contained in this announcement is given at the date of its publication and is subject to updating, revision and amendment. The contents of this announcement have not been approved by any competent regulatory or supervisory authority.
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 "forward-looking statements" which are based on current expectations, estimates, projections, opinions and beliefs of NBPE's investment manager. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Forward-looking statements can be identified in some cases by the use of forward-looking terminology, including terms such as "intends", "intention", "will", "continue", "believe", "view" or, in each case, variations or comparable terminology. Forward-looking statements are not guarantees of future events or performance. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Examples of such circumstances include required regulatory or stock exchange approvals. Actual events or results or the actual performance of NBPE may differ materially from those reflected or contemplated in such forward-looking statements.
The distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the " Investment Company Act "). The Class A Shares have not been and will not be registered under the US Securities Act of 1933 (the " Securities Act "), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, into or within the United States, or to or for the benefit of "U.S. persons" as defined in Regulation S under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act.
Jefferies is authorised and regulated by the FCA and is acting as the Company's sponsor (the " Sponsor ") in connection with the Admission and will not be acting for any other person, will not regard any other person as a client in relation to the Admission, and will not be responsible to any person other than the Company for providing the protections afforded to clients of Jefferies or for advising any other person in respect of the proposed Admission.
This announcement has been prepared by the Company and its investment manager, NB Alternatives Advisers LLC (the " Investment Manager "). No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this announcement is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the Company, the Investment Manager, the Sponsor or any of their respective directors, officers, employees, advisers, representatives or other agents (" Agents ") for any information or any of the opinions contained herein or for any errors, omissions or misstatements. None of the Investment Manager, the Sponsor nor any of their respective Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to the Company or as to the truth, accuracy or completeness of this announcement, or any other written or oral statement provided. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any projections, targets, estimates or forecasts contained in this announcement and nothing in this announcement is or should be relied on as a promise or representation as to the future.
