Placing and Offer for Subscription of ZDP Shares and Publication of a Prospectus

11/16/2009, 8:18 PM (Source: GlobeNewswire)
16 November 2009
NB Private Equity Partners Limited

Placing and Offer for Subscription of ZDP Shares and Publication of a
Prospectus

Summary

Further to the announcement by NB Private Equity Partners Limited
("NBPE" or the "Company") on 7 October 2009, the Board is pleased to
announce the proposed issue of up to 50 million zero dividend
preference shares ("ZDP Shares") pursuant to the ZDP Placing and
Offer for Subscription at an issue price of 100 pence per ZDP Share
(the "ZDP Issue"). The ZDP Shares will be admitted to trading on the
SFM and the CISX. Application has been made to the LSE and the CISX
for the ZDP Shares to be admitted to trading on the SFM and the CISX,
respectively.

A prospectus (the "Prospectus") including an application form for the
Offer for Subscription relating to the ZDP Issue has been published
today and will be made available on the Company's website
www.nbprivateequitypartners.com.
The Prospectus has been approved by and filed with the Netherlands
Authority for the Financial Markets (Autoriteit Financiële Markten)
and will be passported into the United Kingdom for the purpose of
admission of the ZDP Shares to trading on the SFM. To view the
Prospectus in full, please paste the following URL into the address
bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/6005C_1-2009-11-16.pdf



Rationale for ZDP Placing and Offer for Subscription and Use of
Proceeds

The Directors believe that the issue of the new class of ZDP Shares
will be beneficial for the Company for a number of reasons.

* The Company's capital position is currently strong with excess
capital resources over unfunded commitments of US$46.3 million at
30 September 2009.

* An issue of ZDP Shares would further enhance the Company's
capital position and would provide additional resources to enable
the Investment Manager to take advantage of current market
opportunities without affecting the Company's conservative
capital structure and commitment coverage.

* The Directors believe that a number of potentially attractive
investment opportunities, including secondary and distressed
investments, are accessible in the current market environment and
that opportunities for attractive investments will continue to be
available over the next two years.

* The Directors believe that the Company's existing private equity
Investment Portfolio is well-positioned to generate attractive
returns over the long term and that the ZDP Issue is expected to
be accretive to Class A Shareholders over the long term.


Key Indicative Terms

The Company is proposing the following key indicative terms in
relation to the ZDP Shares:

* Gross Redemption Yield of 7.30 per cent.

* ZDP Share Life of 7.5 years (to 31 May 2017)

* Initial Asset Cover of 3.75 times*

* Final Cover of 3.20 times*

*on the basis of the Assumptions (as detailed in the Prospectus and
including a maximum issue of 50 million ZDP Shares available to be
issued under the ZDP Placing and Offer for Subscription).

Expected Timetable

Each of the times and dates set out below may be adjusted by the
Company, in which event details of the new times and dates will be
notified by publication of a notice through a RIS. References to a
time of day are to London time.


Latest time for receipt of Application Forms 1500 hours on
under the Offer for 24 November 2009
Subscription

Latest time for receipt of placing commitments 1300 hours on
under the 25 November 2009
ZDP Placing

Announcement of ZDP Placing and Offer for 0800 hours on
Subscription Results 26 November 2009

Admission and unconditional dealings in the 1 December 2009
ZDP Shares to commence on the SFM and CISX

CREST Accounts credited against payment in 1 December 2009
respect of the
ZDP Placing and Offer for Subscription

Certificates despatched for the ZDP Shares From 4 December 2009


Defined terms used in this announcement shall have the same meaning
as ascribed to them in the Prospectus dated 16 November 2009.

For further information, please contact:


NBPE Investor Relations +1 214 647 9593

Oriel Securities Limited +44 20 7710 7600
Joe Winkley
Sapna Shah

Financial Dynamics +44 20 7269 7114
Robert Bailhache
Nick Henderson


About NB Private Equity Partners Limited

NBPE is a closed-end private equity fund of funds investment company
admitted to trading on Euronext Amsterdam and the Specialist Fund
Market of the London Stock Exchange. NBPE holds a diversified
portfolio of private equity fund investments and direct
co-investments selected by the NB Alternatives group of Neuberger
Berman, diversified across private equity asset class, geography,
industry, vintage year and sponsor.

www.nbprivateequitypartners.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 and the States of Guernsey Policy
Council. NBPE is registered with the Netherlands Authority for the
Financial Markets (Autoriteit Financiële Markten) as a collective
investment scheme which may offer participations in The Netherlands
pursuant to article 2:66 of the Financial Markets Supervision Act
(Wet op het financial toezicht).

The distribution of this Announcement and the ZDP Placing and Offer
for Subscription in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Oriel Securities Limited
("Oriel") that would permit an offering of the ZDP Shares or
possession or distribution of this Announcement or any other offering
or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
Oriel to inform themselves about, and to observe, such restrictions.

The information presented herein is not an offer for sale within the
United States of any equity shares or other securities of the
Company. The Company has not been and will not be registered under
the US Investment Company Act of 1940, as amended (the "Investment
Company Act"). In addition, the ZDP Shares have not been and will not
be registered under the US Securities Act of 1933, as amended (the
"Securities Act") or any other applicable law of the United States.
Consequently, the ZDP Shares may not be offered or sold or otherwise
transferred within the United States, or to, or for the account or
benefit of, US Persons (as defined in Regulation S under the
Securities Act), except pursuant to an exemption from the
registration requirements of the Securities Act and under
circumstances which will not require the Company to register under
the Investment Company Act. No public offering of the ZDP Shares is
being made in the United States. The ZDP Shares may only be resold or
transferred in accordance with the restrictions set forth in the
Prospectus and related subscription documents. This communication
should not be distributed, forwarded, transferred, reproduced, or
otherwise transmitted, directly or indirectly, to any persons within
the United States or to any US Persons unless it is lawful to do so.

This communication is directed only at (i) persons outside the United
Kingdom to whom it is lawful to communicate it, or (ii) persons
having professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended), or (iii) high net worth
companies, unincorporated associations and partnerships and trustees
of high value trusts as described in Article 49(2) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended), each a "Relevant Person", and persons who receive this
communication who do not fall within (i), (ii) or (iii) above should
not rely on or act upon this communication.

This Announcement is for information purposes only and does not
constitute an invitation to subscribe for or otherwise acquire or
dispose of securities in the Company in any jurisdiction. The
information contained in this Announcement is for background purposes
only and does not purport to be full or complete. No reliance may be
placed for any purpose on the information contained in this
Announcement or its accuracy or completeness, This announcement does
not constitute or form part of any offer to issue or sell, or any
solicitation of any offer to subscribe or purchase, any investments
nor shall it (or the fact of its distribution) form the basis of, or
be relied on in connection with, any contract therefor.

This announcement may include certain "forward-looking statements".
These statements are based on the current expectations of the Company
and are naturally subject to uncertainty and changes in certain
circumstances. Forward-looking statements typically include
statements containing words such as "intends", "expects",
"anticipates", "targets", "plans", "estimates" and words of similar
import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances
that will occur in the future. There are various factors that could
cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include, but are not limited to, changes in economic
conditions, changes in the regulatory environment, fluctuations in
value of real estate, interest and exchange rates, the outcome of
litigation and government actions. Other unknown or unpredictable
factors could cause actual results to differ materially from those in
the forward-looking statements. The Company does not undertake any
obligation to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise,
except to the extent legally required.

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 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.

Oriel Securities Limited is acting for NBPE and no-one else in
connection with the ZDP Issue and will not be responsible to anyone
other than NBPE for providing the protections afforded to
customers of Oriel or for providing advice in relation to the ZDP
Placing.

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