Issue of Equity

RNS Number : 5651I

NB Distressed Debt Invest. Fd. Ltd

04 July 2013

 



NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO INVESTORS IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

4 July 2013

NB Distressed Debt Investment Fund Limited

Issue of Equity

The board of directors (the "Board") of NB Distressed Debt Investment Fund Limited (the "Company") today announces that it intends to undertake a tap issue of up to 9.99% of the issued share capital of the Extended Life Share class (the "Shares") to qualifying investors* through its corporate broker Oriel Securities Limited conditional upon Admission (as defined below) (the "Issue").

Less than 3% of the NAV of the Company is currently held in cash or cash equivalents available for re-investment and the investment manager of the Company continues to see attractive investment opportunities in the distressed debt market. The Board has approved the Issue to take advantage of these investment opportunities, as well as to satisfy the ongoing demand from existing and new investors for Shares.  The Board believes that the value of the existing portfolio would be maximized by issuing new share capital rather than by raising funds through the accelerated realisation of existing positions held by the Company.

The Shares will only be issued at a premium to net asset value and will be accretive to existing shareholders. Following the Issue, the Company confirms its intention not to issue additional Extended Life Shares during the investment term of the Extended Life Share class (i.e. until the expiry of the New Investment Period on 31 March 2015).

Oriel Securities Limited will today commence the bookbuilding process to determine the level of demand from potential investors for participation in the Issue. The actual number of new Shares to be issued and the price per Share (the "Issue Price") will be agreed between Oriel Securities and the Board following completion of the bookbuild. To bid in the bookbuild, investors should communicate their bid (or bids) by telephone to their usual sales contact at Oriel Securities. Oriel Securities may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as the Board and Oriel Securities may determine. The Issue is expected to close at 3pm today, in the absolute discretion of the Board and Oriel. The Company will make a further announcement of the results of the Issue following the close of the Issue.

Following the Issue, applications will be made to the London Stock Exchange and the CISX for the Shares to be admitted to trade on the Specialist Fund Market and the CISX and to be listed on the Official List of the CISX ("Admission").

*As defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended).

For further information, please contact:

Neuberger Berman Europe Limited Damian Holland Anji Stewart	[phone]
Oriel Securities Limited Neil Winward Gaudi Le Roux	[phone]

IMPORTANT INFORMATION 

This Announcement has been issued by, and is the sole responsibility of, the Company.

Members of the public are not eligible to take part in the Issue and no public offering of securities will be made.

Attention is drawn to the terms and conditions of the Issue described in the Appendix to this announcement which are deemed to form part of this announcement.

This announcement is directed only at persons selected by Oriel who are: (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 and 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.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Oriel Securities Limited or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

This announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or South Africa or any jurisdiction in which the same would be unlawful. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand or South Africa or any jurisdiction in which such an offer or solicitation is unlawful.

The shares issued and/or 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) 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 in the United States, and in a manner which would not require the Company to register under the Investment Company 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.

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 Guernsey Financial Services Commission. This announcement is addressed to a restricted number of persons in the Bailiwick who are either (i) persons appropriately licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended; 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.

Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for NB Distressed Debt Investment Fund Limited and is acting for no-one else in connection with the Issue.

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 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 where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. This announcement does not constitute a recommendation regarding any securities.

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 a 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, 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 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.

Appendix

Terms and Conditions of the Issue

All subscribers for the Shares under the Issue will be deemed to have represented, warranted, undertaken, acknowledged and agreed as follows:

·      it is not a U.S. Person, is not located within the United States and is not acquiring the Extended Life Shares for the account or benefit of a U.S. Person;

·      it is acquiring the Extended Life Shares in an offshore transaction meeting the requirements of Regulation S;

·      it acknowledges that the Extended Life Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons;

·      it is, in respect of member states of the European Economic Area, a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive and, in addition, in the United Kingdom, it is a Qualified Investor (i) who has professional experience in matters relating to investments  and who falls  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 is a high net worth company, unincorporated association, partnership or trustee of high value trusts as described in Article 49(2) of the Order;

·      if it is a member of the public in Guernsey, it has only been offered Extended Life Shares by an entity appropriately licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended;

·      if it is not a member of the public in Guernsey, but is situated in Guernsey, it is an entity regulated in Guernsey;

·      it acknowledges that the Extended Life Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, New Zealand or South Africa, and that, subject to certain exceptions, the Extended Life Shares may not be offered or sold within Australia, Canada, Japan, New Zealand or South Africa or into any other jurisdiction where to do so would constitute a violation of applicable laws or regulations of such other jurisdiction or to any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa or into any other jurisdiction where to do so would constitute a violation of applicable laws or regulations of such other jurisdiction;

·      it acknowledges that the Company has not registered under the U.S. Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the U.S. Investment Company Act;

·      no portion of the assets used to acquire, and no portion of the assets used to hold, the Extended Life Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Tax Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Tax Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Code. In addition, if an investor is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax Code, its acquisition, holding, and disposition of the Extended Life Shares will not constitute or result in a non-exempt violation of any such substantially similar law;

·      that if in the future it decides to offer, sell, transfer, assign, pledge or otherwise dispose of the Extended Life Shares or any beneficial interest therein, it will do so only (i) in an "offshore transaction" complying with the provisions of Regulation S under the U.S. Securities Act to a person outside the United States and not known by the transferor to be a U.S. Person, by prearrangement or otherwise, or (ii) to the Company or a subsidiary thereof. It acknowledges that any offer, sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;

·      it is acquiring the Extended Life Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Extended Life Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws;

·      it acknowledges that the Company reserves the right to make inquiries of any holder of the Extended Life Shares or interests therein at any time as to such person's status under the U.S federal securities laws and to require any such person that has not satisfied the Company that such person's holding will not violate or require registration under the U.S. securities laws to transfer such Extended Life Shares or interests in accordance with the Articles;

·      it is entitled to acquire the Extended Life Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Extended Life Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Managers, Neuberger Berman Europe Limited or Oriel, or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Conversion or its acceptance of participation in the Conversion;

·      if it is acquiring any Extended Life Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make, and does make, the foregoing representations, warranties, undertakings, acknowledgements and agreements on behalf of each such account; and

·      the Company, the Investment Managers, Neuberger Berman Europe Limited and Oriel, and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, acknowledgments and agreements. If any of the foregoing representations, warranties, undertakings, acknowledgments or agreements are no longer or have not been complied with, it will immediately notify the Company.

 

END

 

 

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