Result of EGM

RNS Number : 1407O

NB Global Monthly Income Fund Ltd

27 January 2023

 

Terms used and not defined in this announcement shall have the meanings given to them in the Circular published by the Company on 20 December 2022 (the "Circular").

27 January 2023

NB Global Monthly Income Fund Limited
(formerly NB Global Floating Rate Income Fund Limited)

(the "Company")

Results of Extraordinary General Meeting

Following the Company's announcement on 20 December 2022 notifying of the publication of the Circular to Shareholders, the Board is pleased to announce that at the Extraordinary General Meeting of the Company held at 11 a.m.  today (the "EGM"), both of the proposed resolutions set out in the notice of EGM contained in the Circular were duly passed by the requisite majority on a poll.

These results will also be made available on the Company's website: https://nbgmif.com. In accordance with Listing Rule 9.6.2, copies of the resolutions have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

In accordance with Listing Rule 9.6.18, details of the results of those resolutions proposed at the EGM follow:

Resolution	For (including discretionary) (% of valid votes cast)	Against	Withheld*
1 - Ordinary	101,457,349 (98.81%)	1,226,598 (1.19%)	13,487
2 - Special	101,457,349 (98.81%)	1,226,598 (1.19%)	13,487

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

Change of Investment Policy

Having passed each of the resolutions proposed at the EGM, the changes to the Company's Investment Objective and Policy are now in effect.

Adoption of Articles of Incorporation

A copy of the amended Articles of Incorporation adopted at the EGM (the "Articles") have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Articles will also be available on the Company's website: https://nbgmif.com, and available for inspection at the Company's registered office, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR.

The full wording of each resolution passed at the EGM can be found below:-

Resolution 1 - Ordinary Resolution:

THAT, subject to and conditional upon Resolution 2 being passed by the requisite majority, the Company adopt the New Investment Objective and Policy as set out at section 3.3 of Part 1 of the circular dated 20 December 2022 which contains this Notice of Extraordinary General Meeting (the "Circular"), in substitution for the existing Investment Objective and Policy (as defined in the Circular) of the Company;

Resolution 2 - Special Resolution:

THAT, subject to and conditional upon Resolution 1 being passed by the requisite majority, a new Article 50(A) and new definitions are inserted in the Company's articles of incorporation as follows:

Compulsory Redemption Announcement: has the meaning given to it in Article 50A.

Compulsory Redemption Date:   the date on which a compulsory redemption becomes effective pursuant to Article 50A.

Compulsory Redemption Price: the price per Share at which Shares will be redeemed on a particular Compulsory Redemption Date in connection with the Managed Wind-down as determined by the Directors by reference to the most recently published Net Asset Value per Share.

Compulsory Redemption Record Date: the close of business on the relevant Compulsory Redemption Date or as otherwise set out in the relevant Compulsory Redemption Announcement.

Managed Wind-down: the wind-down of the Company's portfolio of investments from time to time as described in the circular to shareholders dated 20 December 2022.

"50A. COMPULSORY REDEMPTION

50A.1 Subject to the provisions of the Law and as hereinafter provided the Directors may, in their absolute discretion, direct that on any Compulsory Redemption Date the Company redeem compulsorily some or all of the Shares in issue on such date. Shares will be redeemed at the Compulsory Redemption Price from all Shareholders pro-rata to their existing holdings of Shares on the Compulsory Redemption Record Date.

50A.2 Where in accordance with Article 50A.1, the Directors determine to redeem compulsorily all or any number of Shares, they will, not less than 10 Business Days before any relevant Compulsory Redemption Date, make an announcement to a regulatory information service (a "Compulsory Redemption Announcement") of the particulars of the redemption to be effected on the relevant Compulsory Redemption Date. A Compulsory Redemption Announcement making an announcement to that effect may be withdrawn by the Company at any time up to 5.00 p.m. on that Business Day immediately preceding the relevant Compulsory Redemption Date.

50A.3 The Compulsory Redemption Announcement will include the following details:

50A.3.1 the aggregate amount to be distributed to Shareholders;

50A.3.2 the relevant percentage of shares to be redeemed (pro rata as between the holders of Shares as at the Compulsory Redemption Record Date);

50A.3.3 a timetable for the redemption and distribution of redemption proceeds, including the Compulsory Redemption Date and the Compulsory Redemption Record Date;

50A.3.4 the Compulsory Redemption Price per Share;

50A.3.5 a new ISIN in respect of Shares that will continue to be listed following the relevant Compulsory Redemption Date; and

50A.3.6 any additional information that the Board deems necessary to advise Shareholders in connection with the redemption.

50A.4 A redemption specified in a Compulsory Redemption Announcement will become effective automatically on the Compulsory Redemption Date specified in that Compulsory Redemption Announcement (or such later date as the Directors may otherwise specify).

50A.5 The redemption monies payable to Shareholders in respect of any compulsory redemption will be effected either through CREST (in the case of Shares held in uncertificated form) or paid by cheque (in the case of Shares held in certificated form) within 14 Business Days of the relevant Compulsory Redemption Date, or as soon as practicable thereafter. Shareholders will be paid their redemption proceeds in Sterling.

50A.6 The Company and the Directors shall not be liable for any loss or damage suffered or incurred by any holder of Shares or any other person as a result of or arising out of later settlement, howsoever such loss or damage may arise.

50A.7 In the case of compulsory redemption of:

50A.7.1. certificated Shares, Shareholders' existing Share certificates will be cancelled and new Share certificates, if applicable, will be issued to each such Shareholder for the balance of their shareholding after each Compulsory Redemption Date; and

50A.7.2 uncertificated Shares held through CREST, the existing ISIN will be disabled, and a new ISIN will on the next Business Day following the Compulsory Redemption Date be applied to the remaining Shares that have not been compulsorily redeemed. The new ISIN will be notified to shareholders in the Compulsory Redemption Announcement.

50A.8 The amount payable by the Company upon compulsory redemption of Shares shall be paid out of funds lawfully available for such purpose. Where the relevant percentage of the Shares to be redeemed held by a Shareholder is not a whole number of Shares, the number of Shares held by such Shareholder to be redeemed compulsorily on a Compulsory Redemption Date shall be rounded down to the nearest whole number of Shares. Any Share redeemed compulsorily will be cancelled.

50A.9 Upon the compulsory redemption of a Share being effected in accordance with these Articles, the holder thereof shall cease to be entitled to any rights in respect thereof (excepting always the right to receive a dividend which has become due and payable in respect thereof prior to such redemption being effected and the right to receive the proceeds of such redemption) and accordingly his name shall be removed from the Register with respect thereto."

For further information, please contact:

Neuberger Berman Europe Limited (Manager) Elizabeth Papadopoulos	[phone]
Numis Securities Limited (Broker) Hugh Jonathan Matt Goss	[phone]
Sanne Fund Services (Guernsey) Limited (Company Secretary) Matt Falla Gemma Berry	[phone]
KL Communications (PR) Charles Gorman Will Sanderson	[phone]

About NBMI

The Company is a registered closed-ended investment company incorporated in Guernsey. It is managed by Neuberger Berman Europe Limited, which has delegated certain of its responsibilities and functions to the AIFM, Neuberger Berman Investment Advisers LLC, both of which are indirect wholly owned subsidiaries of Neuberger Berman Group LLC.

Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager. The firm manages a range of strategies-including equity, fixed income, quantitative and multi-asset class, private equity, real estate and hedge funds-on behalf of institutions, advisors and individual investors globally. With offices in 25 countries, Neuberger Berman's diverse team has over 2,400 professionals.

For seven consecutive years, Neuberger Berman has been named first or second in Pensions & Investments Best Places to Work in Money Management survey (among those with 1,000 employees or more). In 2020, the PRI named Neuberger Berman a Leader, a designation awarded to fewer than 1% of investment firms for excellence in Environmental, Social and Governance (ESG) practices. The PRI also awarded Neuberger Berman an A+ in every eligible category for our approach to ESG integration across asset classes. The firm manages $437 billion in client assets as of December 31, 2021. For more information, please visit our website at  www.nb.com .

LEI: 549300P4FSBHZFALLG04

 

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