Termination of Voluntary Share Conversion Facility

RNS Number : 5427T

NB Global Floating Rate Income Fund

20 July 2020

 

20 July 2020

NB Global Floating Rate Income Fund Limited

(the "Company")

Termination of Voluntary Share Conversion Facility and planned compulsory share conversion

and termination of US Dollar Class

Overview

The Board has undertaken a review of the viability of retaining the Company's US Dollar share class ("USD Class"). The value of this class has diminished progressively over time as a result of the Company's share buyback programme and investor preference is consistently in favour of the Sterling share class ("Sterling Class").

The current market capitalisation of the USD Class is US$ 20.8 million and the Board does not anticipate this is likely to increase materially over the coming twelve to eighteen months. Accordingly, following consultation with key shareholders, the Board has determined that retaining the USD Class is uneconomical and is therefore no longer in the best interests of the Company as a whole.

The Board has therefore decided to move to convert all USD Class shares into the Company's Sterling Class shares, and as a consequence to terminate the voluntary conversion facility between the two share classes.

Termination of voluntary conversion facility

The monthly voluntary conversion facility of shares between the USD Class and Sterling Class, as described in the Prospectus issued by the Company on 30 September 2013, (the "Facility") is hereby terminated with immediate effect.

The last currency conversion date under the terms of the Facility was scheduled for 10 July 2020, however no election notifications were received in respect of this election deadline. Any election notifications received for the next conversion deadline, 20 July 2020, will be returned.

Compulsory conversion of US Dollar Share Class

The Board has resolved to exercise its authority under Article 47.6 of the Company's Articles of Incorporation which provides that, should the aggregate net asset value of the Ordinary Shares of any class as at any NAV calculation date fall below USD30 million, the Directors have the right, at their discretion, to convert compulsorily the Ordinary Shares of that class into the Ordinary Shares of the class then in issue with the greatest aggregate Net Asset Value in US Dollar terms as at the corresponding NAV calculation date.

The aggregate net asset value attributable to the US Dollar share class of the Company (ISIN: GG00B3P7S359) was US$ 22,116,297 as at 16 July 2020, equivalent to GBP 17,643,635 at the prevailing exchange rate at the date of this announcement and has been below the minimum threshold since 11 September 2019. Accordingly, the Directors have resolved, in accordance with the Articles, to convert all USD Class shares in issue (including those held in treasury) into Sterling Class shares (the "Compulsory Conversion").

Pursuant to the Compulsory Conversion, all USD Class shares in issue will be converted on the record date of 30 July 2020 (the "Record Date") into Sterling Class shares on the basis of the ratio of the NAV per share of the USD Class shares to the NAV per share of the Sterling Class shares (calculated in US Dollars in each case) of the Company as of 29 July 2020. Each USD Class shareholder will therefore receive a number of Sterling Class shares that corresponds in NAV to their respective holding(s) of USD Class shares. The exchange rate to be used as a basis for the conversion will be the spot exchange rate as of 29 July 2020.

Following the Compulsory Conversion, the US Dollar share class of the Company shall be cancelled with immediate effect. A further announcement containing details of the conversion ratio, resulting changes to the Company's issued share capital and total voting rights will be released on or around the date of the Compulsory Conversion.

As at today's date, the Company has 25,498,806 Ordinary USD Class shares in issue and 467,488,002 Sterling Class shares in issue. USD Class shares have 1 vote per share and Sterling Class shares have 1.6 votes per share.

Expected conversion timetable

The expected conversion timetable for the Compulsory Conversion is as follows:

	2020
Record Date for USD Class to be converted into Sterling shares	30 July
Announcement of results of the Compulsory Conversion	31 July
Issue and admission of new Sterling shares and cancellation of US Dollar shares	3 August

- ENDS -

For further information, please contact:

Neuberger Berman Europe Limited (Manager) Elizabeth Papadopoulos Praxis Fund Services Limited (Company Secretary) Matt Falla Gemma Woods	[phone] [phone]
KL Communications (PR) Charles Gorman Luke Dampier	[phone]

LEI: 549300P4FSBHZFALLG04

 

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