Notice of EGM

RNS Number : 1990U

NB Distressed Debt Invest. Fd. Ltd

19 December 2011

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO 
U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

NB Distressed Debt Investment Fund Limited

Publication of CIRCULAR

19 December 2011

The Board of NB Distressed Debt Investment Fund Limited (the "Company") announces that on 16 December 2011 the Company sent to the holders of Ordinary Shares a circular (the "Circular") containing a notice of an extraordinary general meeting of the Company (the "EGM") to consider a resolution in respect of the continuation of the Company as a closed-ended investment company (the "Continuation Resolution").

EGM and Continuation Resolution

The EGM will be held at BNP Paribas House, St. Julian's Avenue, St. Peter Port, Guernsey, GY1 1WA, at 11:00 a.m. on 26 January 2012.

Only Ordinary Shareholders will be permitted to vote on the Continuation Resolution.

Recommendation

The Board considers that it is in the best interests of the Company and Shareholders as a whole for the Company to continue as a closed-ended investment company.  Accordingly, the Board recommends that Ordinary Shareholders vote in favour of the Continuation Resolution.

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.  The Circular will also shortly be available for viewing on the Company's website www.nbddif.com.

Trading Update

The Board remains pleased with the portfolio's performance to date. As at 31 October 2011, approximately 86.5 per cent. of the Company's NAV was invested in distressed assets and the Investment Managers were in exclusive negotiations to purchase assets which would deploy around 5 per cent. of the remaining capital. Going forward, we expect to maintain between 5 per cent. and 10 per cent. of the portfolio in cash and cash equivalents as a reserve for investments in existing portfolio companies, as well as for new opportunities.

As at 31 October 2011, the Company had investments in 49 companies. The Investment Managers' price discipline has resulted in lower-than-expected prices, with an average price of approximately 57 per cent. of face value against the expected level of 60 per cent. Industry diversification remains strong with the portfolio invested across 13 industries.

The Investment Managers continue to see significant upside potential in the existing portfolio, which they expect to realise as the Company restructures and exits investments. The Investment Managers anticipate a robust environment for redeployment of capital through to the end of the investment period in June 2013.

The Investment Managers believe that the fundamentals for distressed investing remain favourable. As has been widely reported, the European sovereign debt crisis and related issues have impacted risk appetites globally. The Investment Managers have seen European and other global commercial banks actively offer individual loans and loan portfolios at discounts. The current amount of non-performing and non-core portfolios in the US is estimated to be between $300 - $350 billion^*. Issuers with CCC credit ratings are finding it increasingly difficult to access the capital markets as spreads have widened more than 500 bps year-to-date. The Investment Managers believe that the supply of distressed assets from banks and a relative lack of capital for lower-rated companies will continue to result in opportunities for investing in distressed loans.

^* Source: KPMG, Global Debt Sales, Portfolio Solutions Group, September 2011.

Enquiries:

Neuberger Berman Europe Limited:    [phone]
Damian Holland
Anji Stewart

Background Information

The Company is a closed-ended investment company limited by shares registered and incorporated in Guernsey under the Companies Laws on 20 April 2010, with registration number 51774. The Company's primary objective is to provide investors with attractive risk-adjusted returns through long-biased, opportunistic stressed, distressed and special situation credit-related investments while seeking to limit downside risk by, amongst other things, focusing on senior and senior secured debt with both collateral and structural protection.

The Investment Manager of the Company is Neuberger Berman Europe Limited, an indirect wholly-owned subsidiary of the Neuberger Berman Group. The Investment Manager has delegated certain of its responsibilities and functions to the sub-investment manager, Neuberger Berman Fixed Income LLC, also an indirect wholly-owned subsidiary of the Neuberger Berman Group.

This document and the information contained herein is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia or Japan or to any "US person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. It does not constitute an offer of securities for sale anywhere in the world, including in or into the United States, Canada, Australia or Japan. No recipient may distribute, or make available, this document (directly or indirectly) to any other person. Recipients of this document in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the distribution of this document may in certain jurisdictions be restricted by law. Accordingly, recipients represent that they are able to receive this document without contravention of any applicable legal or regulatory restrictions in the jurisdiction in which they reside or conduct business.

This document has been prepared by NB Distressed Debt Investment Fund Limited ("NBDDIF") and is the sole responsibility of NBDDIF. No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this document is accepted and no representation, warranty or undertaking, express or implied, is or will be made by NBDDIF, Neuberger Berman Europe Limited ("NBEL"),Oriel Securities Limited ("Oriel Securities") or RBS Hoare Govett Limited ("RBS Hoare Govett") 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 Neuberger Berman LLC, Neuberger Berman Fixed Income LLC ("NBFI"), Oriel Securities, RBS Hoare Govett nor any of their respective Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to NBDDIF or as to the truth, accuracy or completeness of this document, or any other written or oral statement provided. The name "Neuberger Berman" is used interchangeably throughout these materials for a number of entities associated with the Neuberger Berman Group and NBDDIF and when used in this notice includes all such entities.

This document does not constitute an offer in respect of any securities and is not intended to provide the basis for any decision in respect of NBDDIF or other evaluation of any securities of NBDDIF or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. Neither the issue of this document nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of NBDDIF or any other entity or any persons holding securities of NBDDIF and no information set out in this document or referred to in other written or oral information is intended to form the basis of any contract of sale, investment decision or any decision to purchase any securities in it.

The promotion of NBDDIF and the distribution of this document in the United Kingdom is restricted by law. Accordingly, this communication is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate to, 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) provided that in the case of persons falling into categories (ii) or (iii), the communication is only directed at persons who are also "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (each a "Relevant Person"). Any investment or investment activity to which this communication relates is available only to and will be engaged in only with such Relevant Persons. Persons within the United Kingdom who receive this communication (other than persons falling within (ii) and (iii) above) should not rely on or act upon this communication. You represent and agree that you are a Relevant Person.

NBDDIF is not and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and investors will not be entitled to the benefits of that Act. The securities described in this document have not been and will not be registered under the Securities Act, or the laws of any state of the United States. Consequently, such securities may not be offered, sold or otherwise transferred within the United States or to or for the account or benefit of U.S. persons (as such term is 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, applicable state laws and under circumstances which will not require NBDDIF to register under the Investment Company Act. No public offering of the securities is being made in the United States.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of Neuberger Berman. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities. Recipients of this document are recommended to seek their own independent legal, tax, financial and other advice and should rely solely on their own judgement, review and analysis in evaluating Neuberger Berman, its business and its affairs. Potential investors and their representatives are invited to ask questions of, and receive answers from, NBDDIF and NBFI concerning the contemplated investment to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information herein.

Oriel Securities and RBS Hoare Govett, each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for NBDDIF and no-one else in connection with the potential offering of securities by NBDDIF and will not be responsible to anyone other than NBDDIF for providing the protections afforded to customers of Oriel Securities and RBS Hoare Govett or for providing advice in relation to the offer of securities by NBDDIF.

By reading this document you will be deemed to have represented, warranted and undertaken for the benefit of Neuberger Berman, Oriel Securities and RBS Hoare Govett and others that (a) you are outside of the United States and are a "Relevant Person" (as defined above), (b) you have read and agree to comply with the contents of this notice, you will keep the information in this document and delivered during any accompanying document and all information about Neuberger Berman confidential, and will not reproduce or distribute, in whole or in part, (directly or indirectly) any such information, until such information has been made publicly available and take all reasonable steps to preserve such confidentiality, and (c) you are permitted, in accordance with applicable laws, to receive such information.

Neuberger Berman Europe Limited is authorised and regulated by the United Kingdom Financial Services Authority and its registered address is at Lansdowne House, 57 Berkeley Square, London, W1J 6ER. Neuberger Berman LLC is a registered Investment Adviser and Broker Dealer and member of the New York Stock Exchange, the Financial Industry Regulation Authority and the Securities Investor Protection Corporation. Neuberger Berman Fixed Income LLC is a US registered Investment Adviser. Neuberger Berman is a registered trademark. All rights reserved. © 2011 Neuberger Berman.

 

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