Publication of Prospectus

RNS Number : 7101Y

NB Distressed Debt Invest. Fd. Ltd

28 January 2014

 



28 January 2014

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 Prospectus

Further to the announcement made by NB Distressed Debt Investment Fund Limited(the "Company") earlier today, the Board of Directors (the "Board") announces the publication of a prospectus (the "Prospectus") for the proposed creation of a new global share class (the "New Global Shares") for a target issue in excess of £100 million worth of New Global Shares (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:

http://www.rns-pdf.londonstockexchange.com/rns/7101Y_1-2014-1-28.pdf

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus.

For further information please contact:

Neuberger Berman Europe Limited                               Damian Holland Anji Stewart	[phone]
Oriel Securities Limited Neil Winward Mark Bloomfield Gaudi Le Roux	[phone]
Winterflood Investment Trusts Joe Winkley Neil Langford	[phone]

IMPORTANT NOTICES

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" or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. "U.S. person" means (i) a "U.S. Person" as defined under Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"); (ii) a person who is not a "Non-United States person" as defined under U.S. Commodity Futures Trading Commission ("CFTC") Regulation 4.7; (iii) a "United States person" as defined under the U.S. Internal Revenue Code of 1986, as amended, or (iv) a "U.S. Person" as defined under the CFTC's "Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations," 78 Fed. Reg. 45291 (July 26, 2013). 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 Neuberger Berman Europe Limited ("NBEL") and is the sole responsibility of NBEL. 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 NB Distressed Debt Investment Fund Limited ("the Company"), NBEL, ,Oriel Securities Limited ("Oriel Securities") or Winterflood Investment Trusts ("Winterflood") 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, Winterflood 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 document, 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 document and nothing in this document is or should be relied on as a promise or representation as to the future. The name "Neuberger Berman" is used interchangeably throughout these materials for a number of entities associated with the Neuberger Berman Group and the Company and when used in this notice includes all such entities.

This document is an advertisement and does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company 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 the Company or any other entity or any persons holding securities of the Company 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. An investment decision must be made solely on the basis of the prospectus to be issued by the Company. Copies of the prospectus, once issued, may be obtained at no cost, subject to applicable law, from the registered office of the Company and will be made available for viewing at the document viewing facility of the Financial Conduct Authority.

This document, any presentation made in conjunction with this document and any accompanying materials (the "Information Materials") are preliminary and made available for information purposes only. The Information Materials, which are not a prospectus or listing particulars or an admission document, do not contain any representations, do not constitute or form part of any offer or invitation to sell or transfer, or to underwrite, subscribe for or acquire, any shares or other securities, and do not constitute or form any part of any solicitation of any such offer or invitation, nor shall they, or any part of them, or the fact of their distribution form the basis of, or be relied upon in connection with, any contract therefor, and they do not constitute a recommendation regarding the securities of the Company.

This communication is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate, 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.

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.

The Company 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 defined above) 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 the Company to register under the Investment Company Actand which would not require Neuberger Berman to register under the U.S. Commodity Exchange Act, as amended. No public offering of the securities is being made in the United States. No public offering of the securities is being made in the United States.

Prospective investors should take note that any securities may not be acquired by investors using assets of any retirement plan or pension plan that is subject to Part 4 of Subtitle B of Title I of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA") or section 4975 of the United States Internal Revenue Code of 1986, as amended (the "Code"), entities whose underlying assets are considered to include "plan assets" of any such retirement plan or pension plan, or any governmental plan, church plan, non-U.S. plan or other investor subject to any state, local, non-U.S. or other laws or regulations similar to Title I or ERISA or Section 4975 of the Code or that would have the effect of the regulations issued by the United States Department of Labor set forth at 29 CFR Section 2510.3-101, as modified by section 3(42) of ERISA.

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 judgment, 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, the Company 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.

This document may contain certain forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, forward-looking statements can be identified by terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will", and "would", or the negative of those terms or other comparable terminology. The forward- looking statements are based on Neuberger Berman's beliefs, assumptions, and expectations of future performance and market developments, taking into account all information currently available. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known or are within Neuberger Berman's control. If a change occurs, the Company's business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Some of the factors that could cause actual results to vary from those expressed in forward-looking statements include, but are not limited to: the factors described in this document; the rate at which the Company deploys its capital in investments and achieves expected  rates  of  return;  the Company,  NBEL  and  NBFI's  ability  to  execute  the Company's  investment  strategy,  including  through  the identification of a sufficient number of appropriate investments; the continuation of NBEL and NBFI as investment manager and sub-investment manager, respectively, of the Company's investments, the continued affiliation with Neuberger Berman of its key investment professionals; the Company's financial condition and liquidity; changes in the values of or returns on investments that the Company makes; changes in financial markets, interest rates or industry, general economic or political conditions; and the general volatility of the capital markets and the market price of the Company's shares.

By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events, and depend on circumstances that may or may not occur in the future. Forward- looking statements are not guarantees of future performance. Any forward-looking statements are only made as at the date of this document, and Neuberger Berman neither intends nor assumes any obligation to update forward-looking statements set forth in this document whether as a result of new information, future events, or otherwise, except as required by law or other applicable regulation. In light of these risks, uncertainties, and assumptions, the events described by any such forward-looking statements might not occur. Neuberger Berman qualifies any and all of their forward-looking statements by these cautionary factors. Please keep this cautionary note in mind while reading this document.

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

By reading this document you will be deemed to have represented, warranted and undertaken for the benefit of Neuberger Berman, Oriel Securities and Winterflood 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 Conduct 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.

 

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