Issue of Equity

RNS Number : 4649J

NB Global Floating Rate Income Fund

17 July 2013

 



17 July 2013

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 Global Floating Rate Income Fund Limited (the "Company")

Issue of Equity

Following the success of the C share fundraising earlier this year, and the continued strong demand for the Company's shares in the secondary market, the board of the Company (the "Board") intends to undertake a tap issue (the "Issue") of up to 41,054,257 Sterling Shares (being approximately 9.9% of the Sterling Shares in issue (prior to the conversion of the Sterling C-shares on 16 July 2013)) and up to 5,761,807 US Dollar Shares (being approximately 9.9% of the US Dollar Shares in issue) (together, the "Shares") to qualifying investors* ("Qualifying Investors") through its joint brokers, Oriel Securities Limited ("Oriel") and Dexion Capital plc ("Dexion").

The issue price will be at a 2% premium to the NAV released at close of business on 18 July 2013.  The Issue is expected to close by 3pm (London time) on 19 July 2013, but may close earlier or later at the absolute discretion of the Company, Oriel and Dexion.  Following the Issue, applications will be made for the issued Shares to be admitted to listing on the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). The Issue will be conditional upon Admission being effective. 

Only Qualifying Investors are invited to apply for Shares through contacting their usual sales contact at Oriel and Dexion.  The decision to allot and issue Shares to any Qualifying Investor shall be at the absolute discretion of the Company, Oriel and Dexion.

The Company has the authority to issue up to 41,054,257 Sterling Shares and 5,761,807 US Dollar Shares on a non-pre-emptive basis as and when the Board deem appropriate, representing 9.9% of the Sterling Share class in issue (prior to the conversion of the C-shares) and 9.9% of the US Dollar Share class in issue, in each case, as at 16 July 2013.

The Company will make a further announcement of the results of the Issue following the close of the Issue.

*as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended) and in the  United Kingdom, only those 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"), and (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)

For further information, please contact:

Neuberger Berman Europe                                                                                         [phone]

Damian Holland

Tom Douie

Oriel Securities                Limited                                                                                  [phone]

Neil Winward

Mark Bloomfield

Dexion Capital plc                                                                                                           [phone]

Ravi Anand

Katie Standley

IMPORTANT INFORMATION

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 and Dexion 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 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"), and (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(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 or Dexion or by any of their 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 or Japan 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 or Japan 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). 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 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 and Dexion, who are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting for the Company and are 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, 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.

Appendix

Terms and Conditions of the Issue

All subscribers for Sterling Shares under the Issue ("Issue Shares") will be deemed to have agreed, represented and warranted to each of the Company, Neuberger Berman Europe Limited  and Neuberger Berman Fixed Income LLC (the "Investment Managers"), Capita Registrars (Guernsey) Limited (the "Registrar"), Oriel, Dexion and Pershing Securities Limited, acting as settlement agent for Dexion in connection with the Issue("PSL") that:

·      if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Issue Shares under the Issue, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Managers, Dexion, PSL, Oriel, or the Registrar or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Issue;

·      it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Issue Shares and it is not acting on a non-discretionary basis for any such person;

·      it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

·      it accepts that none of the Issue Shares have been or will be registered under the laws of any jurisdiction where the extension or availability of the Issue would breach any applicable law;

·      if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Issue Shares may be lawfully offered under that other jurisdiction's laws and regulations;

·      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 Issue 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;

·      if it is outside the United Kingdom this material in connection with the Issue does not constitute an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Issue Shares pursuant to the Issue unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Issue Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

·      it acknowledges that none of Oriel or Dexion nor any of their respective affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Issue or  providing any advice in relation to the Issue and participation in the Issue is on the basis that it is not and will not be a client of Oriel or Dexion or any of their affiliates and that Oriel and Dexion and any of their affiliates do not have any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Issue;

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

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

·      it acknowledges that the 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 only be transferred in an offshore transaction in accordance with Regulation S: (i) to a person outside the United States who is not a U.S. Person, by prearrangement or otherwise; or (ii) to the Company or a subsidiary thereof, 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 purchase, and no portion of the assets used to hold, the 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 U.S. Tax Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax Code, its purchase, holding, and disposition of the Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

·      if in the future the investor decides to offer, sell, transfer, assign or otherwise dispose of the Shares, it will do so only in compliance with an exemption from the registration requirements of the U.S. Securities Act and under circumstances which will not require the Company to register under the U.S. Investment Company Act. It acknowledges that any 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 purchasing the 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 Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable U.S. securities laws;

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

·      it acknowledges that the Company may receive a list of participants holding positions in its securities from one or more book-entry depositories;

·      where it is subscribing for Issue Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Issue Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out herein; and (iii) to receive on behalf of each such account any documentation relating to the Issue in the form provided by the Company and/or Oriel and/or Dexion and/or PSL. It agrees that the provision of this paragraph shall survive any resale of the Issue Shares by or on behalf of any such account;

·      it irrevocably appoints any director of the Company and any director of Oriel and Dexion to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Issue Shares under the Issue, in the event of its own failure to do so;

·      it accepts that if the Issue does not proceed or the Issue Shares for which valid application are received and accepted are not admitted to listing and trading on the Official List and the Main Market (respectively) for any reason whatsoever then none of Oriel, Dexion, the Company or any of their affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

·      in connection with its participation in the Issue it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) subject to the Guernsey AML Requirements; or (iv) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a county in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

·      due to anti-money laundering and the countering of terrorist financing requirements, Oriel, Dexion, PSL and/or the Company may require proof of identity of the subscriber and related parties and verification of the source of the funds used to make payment before the application can be processed and that, in the event of delay or failure by the subscriber to produce any information required for verification purposes, Oriel, Dexion, PSL and/or the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Oriel, Dexion, PSL and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided timeously;

·      any person in Guernsey involved in the business of the Company (including PSL) who has a suspicion or belief that any other person (including the Company or any person subscribing for Issue Shares) is involved in money laundering activities or terrorist financing activities, is under an obligation to report such suspicion to the Financial Intelligence Service pursuant to the Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 (as amended) and the Disclosure (Bailiwick of Guernsey) Law 2007. Similar disclosures may be required under other legislation;

·      Oriel, Dexion and the Company (and any agent on their behalf) are entitled to exercise any of their rights in their absolute discretion without any liability whatsoever to them (or any agent acting on their behalf);

·      the representations, undertakings and warranties contained herein are irrevocable. It acknowledges that Oriel, Dexion and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Issue Shares are no longer accurate, it shall promptly notify Oriel, Dexion and the Company;

·      where it or any person acting on behalf of it is dealing with Oriel and/or Dexion and/or PSL, any money held in an account with Oriel and/or Dexion and/or PSL on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority or the GFSC which therefore will not require Oriel and/or Dexion and/or PSL to segregate such money, as that money will be held by Oriel and/or Dexion and/or PSL under a banking relationship and not as trustee;

·      any of its clients, whether or not identified to Oriel or Dexion or any of their affiliates or agents, will remain its sole responsibility and will not become clients of Oriel or Dexion or any of their affiliates or agents for the purposes of the rules of the Financial Conduct Authority or the GFSC or for the purposes of any other statutory or regulatory provision;

·     it accepts that the allocation of Issue Shares shall be determined by Oriel, Dexion and the Company in their absolute discretion and that such persons may scale down any subscriptions for this purpose on such basis as they may determine; and time shall be of the essence as regards its obligations to settle payment for the Issue Shares and to comply with its other obligations under the Issue.

 

END

 

 

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