Proposed C Share Issue

RNS Number : 2084O

NB Global Floating Rate Income Fund

18 September 2013

 



This announcement is an advertisement and not a prospectus. Not for release, publication, or distribution, directly or indirectly, in whole or in part, to US persons or into or within the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

18 September 2013

NB Global Floating Rate Income Fund Limited - C Share Issue

Further to the announcement on 28 August 2013, NB Global Floating Rate Income Fund Limited (the "Company") has received considerable interest from investors in connection with the proposed issue of C shares in the Company (the "C Shares"). As a result of this interest, the Company's board of directors (the "Board") is pleased to announce a placing and offer for subscription for a target issue in excess of £200,000,000 worth of C Shares at an issue price of £1.00 per sterling C Share (the "Issue").

The Board, as advised by the Company's investment manager (the "Investment Manager"), continues to be positive about the prospects for the bank loan market. In the Investment Manager's view, future near term default rates should remain low as fundamentals are solid given respectable corporate earnings; in addition robust capital market activity has allowed issuers to push out their maturities. In the Investment Manager's opinion, the recent volatility and negative price movement in most fixed rate investments seems likely to continue to drive investors to search out income producing opportunities in short duration investments. The Investment Manager believes that the bank loan asset class is likely to benefit in this environment, particularly given that it combines the benefits of short duration and relatively attractive current yields.

The Board believes that the Issue will have the following benefits to the Company's shareholders:

·      provide additional capital which will enable the Company to benefit from the continued investment opportunities in the market;

·      increase the number of shares in issue, which is likely to provide the shares with additional liquidity;

·      increase the size of the Company, which will help make the Company more attractive to a wider shareholder base; and

·      spread the Company's fixed running costs across a wider shareholder base, thereby reducing the total expense ratio.

As a consequence of the Company's size, the Board is pleased to be able to cap expenses related to the Issue at a maximum of 1.75 per cent and accordingly the opening NAV of the C Shares will be £0.9825.

Furthermore, the Investment Manager has decided to lower the management fee from its current level of 0.75 per cent of NAV per annum to a blended fee which shall be calculated as follows:

·      0.75 per cent. in respect of assets lower than or equal to £1,000,000,000;

·      0.70 per cent. in respect of assets greater than £1,000,000,000 and lower than or equal to £2,000,000,000; and

·      0.65 per cent. in respect of assets greater than £2,000,000,000.

The management fee is payable quarterly in arrears. No performance fee is payable by the Company to the Investment Manager.

A prospectus and circular in relation to the Issue are expected to be published in due course, and it is anticipated that the Issue will complete and the C Shares will be admitted ("Admission") before the end of October 2013.

It is expected that the net proceeds of the Issue will be invested in accordance with the Company's investment policy, within three months from Admission.

For further information, please contact:

Neuberger Berman Europe Limited                                                                 [phone]

Damian Holland

Tom Douie

Anji Stewart

Oriel Securities Limited                                                                                   [phone]

Mark Bloomfield

Neil Winward

Tunga Chigovanyika

Tara Morrison

Dexion Capital plc                                                                                           [phone]     

Ravi Anand

Katie Standley

www.nbgfrif.com 

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, including the United States, Canada, Australia, Japan, 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. This announcement does not constitute a recommendation regarding any securities.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of the information in the prospectus to be published by the Company in due course in connection with the admission of the new shares of the Company to the Official List of the UKLA and to trading on the London Stock Exchange plc's Main Market (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the Company's registered office and will be made available for viewing at the National Storage Mechanism.

The promotion of the Company and the distribution of this announcement in the United Kingdom is restricted by law. Accordingly, this announcement is only addressed to, and directed at (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"), 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.

This announcement, and the information contained therein, is not for viewing, release, distribution or publication in or into the United States, Canada, Australia, Japan or any other jurisdiction where applicable laws prohibit its release, distribution or publication, and will not be made available to any national, resident or citizen of the United States, Canada, Australia or Japan. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes must inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the federal securities law of the United States and the laws of other jurisdictions.

The shares 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 S under 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 of 1940 (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.

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 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.

This announcement is issued by the Company and approved by Neuberger Berman Europe Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. Neuberger Berman Europe Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority.  Registered in England No. 05463227. Registered address: 4th floor, Lansdowne House, 57 Berkeley Square, London, United Kingdom W1J 6ER.

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 GFSC. This announcement is addressed to a restricted number of persons in the Bailiwick who are persons appropriately licensed under any of the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended), the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended), the Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended), or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc, (Bailiwick of Guernsey) Law, 2000 (as amended).

 

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