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This announcement is an advertisement and not a prospectus. Not for release, publication, or distribution, directly or indirectly, in whole or in part, to US persons or into or within the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
19 February 2013
NB Global Floating Rate Income Fund
Publication of Prospectus, Notice of Extraordinary General Meeting and publication of Circular
Further to the announcement made by NB Global Floating Rate Income Fund Limited (the "Company") on 31 January 2013, the Board of Directors (the "Board") today announces the publication of a prospectus (the "Prospectus") and circular (the "Circular") for the proposed Placing and Offer for Subscription for a target issue in excess of £100,000,000 worth of C shares at an issue price of £1.00 per Sterling C Share (the "Issue").
The Prospectus has been approved by the UK Listing Authority. To view the full document, please place the following URL into the address bar of your browser:
Latest time and date for receipt of Application forms under the Offer
1100 hours on 19 March 2013
Latest time and date for placing commitments under the Placing
1200 hours on 20 March 2013
Results of Issue announced
0800 hours on 21 March 2013
Admission and unconditional dealings in Issue Shares commence
0800 hours on 26 March 2013
Notice of Extraordinary General Meeting
The Board wishes to seek Shareholder approval in connection with certain matters relating to the Issue. An extraordinary general meeting of the Company is being convened at which Shareholders will be asked to consider:
· The approval of the Related Party Transactions that may arise with respect to certain substantial shareholders in the Company that may wish to participate in the Issue; and
· The disapplication of pre-emption rights in respect of C Shares for the purposes of the Issue
(together, the "Proposals").
An extraordinary general meeting at which approval will be sought for the Proposals set out in the Circular has been convened for 11:00 hours on 15 March 2013.
Principal terms of the Related Party Transactions
Neuberger Berman High Yield Bond Fund was (in the period of 12 months immediately prior to the expected date of Admission) and Blackrock, Inc. is (as at the date of this announcement), a substantial shareholder of the Company and therefore, each is a related party of the Company for the purposes of the Listing Rules (the "Related Parties").
It is proposed that each of the Related Parties will participate in the Issue. Such participations will be treated as related party transactions for the purposes of the Listing Rules (the "Related Party Transactions") and will require the approval of independent Shareholders because each of the Related Party Transactions is likely to breach, in terms of size, certain specified thresholds under the Listing Rules. The Board believes that the approval of the Related Party transactions is beneficial to the overall Issue.
Should the Related Parties choose to participate in the Issue, their participation will be on the same terms as other places in the Placing.
It is proposed that the maximum amount for which each Related Party will subscribe for in the Issue will be limited to such amount as would result in each Related Party holding no more than 15 per cent. of the aggregate market value of the Ordinary Shares and the C Shares following the Issue.
In the event of excess demand under the Issue, the allocation of C Shares to any participant in the Issue other than the relevant Related Party will not, to the extent reasonably practicable, be scaled back for the benefit of the Related Party.
The Articles of Incorporation contain pre-emption rights in respect of the allotment or sale for cash of "equity securities" (which include Ordinary Shares or C Shares or rights to subscribe for, or convert securities into, Ordinary Shares or C Shares), which can be disapplied by way of a special resolution. It is proposed that the pre-emption rights are disapplied in accordance with the Articles in respect of up to an aggregate of 500,000,000 C Shares to be issued pursuant to the Issue.
It is further proposed that the pre-emption rights are disapplied in respect of further new issues of Shares in accordance with the Articles, subject to the disapplication being limited to a new issue of (i) up to 47,303,933 Ordinary Shares or, if less, (ii) 10 per cent. of the issued share capital of the Company as at the date of the Extraordinary General Meeting.
Copies of the Prospectus and Circular have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do. The Prospectus and Circular will also shortly be available for viewing on the Company's website, www.nbgfrif.com.
For further information, please contact:
Neuberger Berman Europe +44 (0)20 3214 9000
Oriel Securities +44 (0)20 7710 7600
Dexion Capital +44 (0)20 7832 0900
This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any share in the Company or securities in any other entity, in any jurisdiction, including the United States, Australia, Canada, Japan, South Africa nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of the information in the prospectus published by the Company on 19 February 2013 in connection with the admission of the new shares of the Company to the Official List of the UKLA and to trading on the London Stock Exchange plc's Main Market (the "Prospectus"). Copies of the Prospectus willbe available from the Company's registered office.
The promotion of the Company and the distribution of this announcement in the United Kingdom is restricted by law. Accordingly, this announcement is only addressed to, and directed at (a) persons outside the European Economic Area to whom it is lawful to communicate, and (b) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the United Kingdom, this announcement is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such persons. This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
This announcement, and the information contained therein, is not for viewing, release, distribution or publication in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction where applicable laws prohibit its release, distribution or publication, and will not be made available to any national, resident or citizen of the United States, Canada, Australia, Japan or South Africa. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes must inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the federal securities law of the United States and the laws of other jurisdictions.
The shares to be issued by the Company (the "Securities") have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Securities may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, US persons (as defined in Regulation Sunder the Securities Act). No public offering of the Securities is being made in the United States. The Company has not been and will not be registered under the US Investment Company Act of1940 (the "Investment Company Act") and, as such, holders of the Securities will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.
All investments are subject to risk, including the loss of the principal amount invested. Past performance is no guarantee of future returns. All investments to be held by the Company involve substantial degree of risk, including the risk of total loss. You should always seek expert legal, financial, tax and other professional advice before making any investment decision.
Neither the Company, Neuberger Berman Europe Limited, Oriel Securities Limited, Dexion Capital plc their respective affiliates nor any other person (including without limitation, the directors, officers, employees, partners, agents, representatives, members and advisers of the Company, Neuberger Berman Europe Limited, Oriel Securities Limited, Dexion Capital plc and their respective affiliates) undertakes any obligation to update or revise any statement made in this announcement (including, without limitation, any forward looking statements), whether as a result of new information, future events or otherwise.
The information in this announcement contains forward looking statements. Any statement other than a statement of historical fact is a forward looking statement. Actual results may differ materially from those expressed or implied by any forward looking statement. You should not place undue reliance on any forward looking statement, which speaks only as of the date hereof.
This announcement is issued and approved by Neuberger Berman Europe Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. Neuberger Berman Europe Limited is authorised and regulated in the United Kingdom by the Financial Services Authority. Registered in England No. 05463227. Registered address: 4th floor, Lansdowne House, 57 Berkeley Square, London, United Kingdom W1J 6ER.
No information contained in this announcement should be taken as constituting an offer to the public in the Bailiwick of Guernsey (the "Bailiwick") for the purposes of the Prospectus Rules 2008 issued by the GFSC. This announcement is addressed to a restricted number of persons in the Bailiwick who are either (i) persons appropriately licensed under the POI Law; or (ii) persons licensed under the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc, (Bailiwick of Guernsey) Law, 2000.
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