Result of Meeting

RNS Number : 3938Y
NB Global Floating Rate Income Fund
08 September 2020
 

Terms used and not defined in this announcement shall have the meanings given to them in the Circular published by the Company on 17 August 2020 (the "Circular").

8 September 2020

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 of 17 August notifying of the publication of a Circular to Shareholders, the Board is pleased to announce that at the Extraordinary General Meeting of the Company held earlier today (the "EGM"), each of the proposed resolutions were duly passed by the requisite majority on a poll.

The Board welcomes Shareholder approval of the proposed changes to the Company and will proceed with implementation of the Cash Exit Offer (as described in further detail below). Additionally, the Investment Manager will begin to effect the transition of the investment portfolio in line with the Company's revised investment policy to invest in a wider range of credit assets, including alternative credit. The transition is expected to be substantially completed by the end of 2020. The Company will move to paying dividends monthly following payment of the Q3 2020 dividend in October 2020, and the Board expects to announce the Target Distribution for the calendar year 2021 (and an expected dividend timetable) in early January 2021.

In accordance with LR 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

239,234,165 (84.26%)

44,686,273 (15.74%)

 

63,213,462

2 - Special

 

302,518,651 (92.18%)

25,664,253 (7.82%)

18,950,996

 

3 - Special

 

302,518,491 (87.15%)

44,615,249 (12.85%)

160

 

 

*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 Company Name

The Company's name will change to NB Global Monthly Income Fund Limited. The ticker used for the Company's Sterling-denominated ordinary share class is expected to change from 'NBLS' to 'NBMI' with effect from 9 September 2020. The SEDOL (B3KX4Q3) and ISIN (GG00B3KX4Q34) will each remain unchanged.

 

Change of Investment Policy

Having passed each of the resolutions proposed at the EGM, the changes to the Company's investment policy, and the various operational changes set out in the Circular, are now in effect.

 

Adoption of Articles of Incorporation

A copy of the 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://www.nbgfrif.com, and available for inspection at the Company's registered office, Sarnia House, Le Truchot, St Peter Port, Guernsey.

 

Result of Cash Exit Offer

· Under the Cash Exit Offer, Shareholders were entitled to elect:

-  to have up to 40 per cent. of their Shares held at the Record Date (4 September 2020) redeemed by the Company (the "Basic Entitlement"); and

-  to have a percentage of Shares greater than the Basic Entitlement redeemed by the Company, subject to other Shareholder redemption requests being less than the entirety of their Basic Entitlement.

· Elections to participate in the Cash Exit Offer were validly received with respect to 226,642,742 Shares, equivalent to 55 per cent. of the 411,975,062 Shares in issue (excluding treasury shares)

· Registered holders of Shares on the Record Date:

-  who validly elected a percentage of Shares equal to or less than the Basic Entitlement will have all such Shares redeemed in full under the Cash Exit Offer; and

-  who validly elected a percentage of Shares greater than the Basic Entitlement will have redeemed their Basic Entitlement in full plus 51.7% of their validly elected Shares in excess of their Basic Entitlement.

· The Redemption Price is 88.05p, representing the Company's published Net Asset Value per Share as of 7 September 2020, less 2 per cent.

 

Redemption of Securities and Total Voting Rights

On the basis that the Cash Exit Offer was satisfied in full and after taking account of the rounding down of each applicant's participation to the nearest whole Share, 164,790,024 Shares will be redeemed by the Company with immediate effect. Accordingly, the Company's issued share capital with effect from 9 September 2020 will be 323,268,152 Shares, with 76,083,114 Shares held in treasury.

 

In adopting the Articles, the voting rights of the Shares were amended to carry 1 vote on a poll at general meetings of Shareholders and therefore the total number of voting rights in the Company from 9 September 2020 will be 247,185,038. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interests in the Company under the FCA's Disclosure and Transparency Rules.

 

 

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

 

Resolution 1 - Ordinary Resolution:

THAT, subject to all other Resolutions being passed, the New Investment Policy of the Company be and is hereby approved;

 

Resolution 2 - Special Resolution:

THAT, subject to all other Resolutions being passed, the Company's name be changed from "NB Global Floating Rate Income Fund Limited" to "NB Global Monthly Income Fund Limited";

 

Resolution 3 - Special Resolution:

THAT, subject to all other Resolutions being passed, the New Articles produced to the Extraordinary General Meeting and, for the purposes of identification, initialled by the Chairman, be and are hereby adopted as the new articles of incorporation of the Company in substitution for and to the exclusion of, in their entirety, the Existing Articles.

 

Enquiries:

 

Neuberger Berman Europe Limited (Manager)

Elizabeth Papadopoulos

 

Numis Securities Limited (Broker)

Hugh Jonathan

Matt Goss

 

+44 (0)20 3 214 9078

 

 

+44 (0)20 7260 1000

Praxis Fund Services Limited (Company Secretary)

Matt Falla

Gemma Woods

 

+ 44 (0) 1481 737 600

 

 

LEI: 549300P4FSBHZFALLG04

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