NB Private Equity Partners Limited : Results of the Issue of 2024 ZDP Shares

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES OF AMERICA, ANY MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE NETHERLANDS AND THE UNITED KINGDOM), CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION, OR TO ANY OTHER PERSON, WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.

Results of the Issue of 2024 ZDP Shares

25 May 2018

NB Private Equity Partners Limited ("NBPE" or the "Company"), a closed-end private equity investment company, today announced a successful issuance of 2024 Zero Dividend Preference Shares ("2024 ZDP Shares") of £50 million at a Gross Redemption Yield ("GRY") of 4.25%. The issuance is conditional on the admission of the 2024 ZDP Shares to trading on the Specialist Fund Segment of the London Stock Exchange's Main Market (the "SFS"), which is expected to become effective on 30 May 2018.

Summary

• Issue of 50,000,000 new 2024 ZDP Shares at 100 pence each
• Gross Redemption Yield set at 4.25%
• Final Capital Entitlement of 130.63 pence per 2024 ZDP Share on the repayment date of 30 October 2024
• The Issue was over-subscribed at a GRY of 4.25% and therefore elections and applications have been scaled back in line with the policy set out in the Prospectus

Results

Further to the announcement on 4 May 2018 regarding the proposed Issue of up to 50,000,000 new 2024 ZDP Shares by way of an Offer for Subscription and the Initial Placing of 2024 ZDP Shares, the Board of NBPE announces the successful issue of 50,000,000 new 2024 ZDP Shares with a Gross Redemption Yield of 4.25%.

The 2024 ZDP Shares issued pursuant to the Offer for Subscription and the Initial Placing have an issue price of 100 pence per 2024 ZDP Share. The final capital entitlement of the 2024 ZDP Shares issued pursuant to the Issue is 130.63 pence per 2024 ZDP Share.

The ISIN of the 2024 ZDP Shares is GG00BD96PR19 and the SEDOL is BD96PR1. The ticker symbol of the 2024 ZDP Shares is NBPS.

The 2024 ZDP Shares issued pursuant to the Issue will rank pari passu with one another. The 2024 ZDP Shares, whilst ranking prior to the Class A Shares and Class B Shares in respect of the repayment of the 2024 ZDP Final Capital Entitlement per 2024 ZDP Share from the assets in the Investment Portfolio, rank behind the 2022 ZDP Shares and any borrowings made by the Company that remain outstanding.

Applications have been made to the London Stock Exchange for 50,000,000 new 2024 ZDP Shares to be admitted to trading on the SFS and it is expected that admission will become effective, and that dealings in the 2024 ZDP Shares will commence, on 30 May 2018.

The issue of 50,000,000 2024 ZDP Shares represents the maximum number of 2024 ZDP Shares that were available under the Issue. Hence, as detailed in the Prospectus, there will be no Subsequent Placings.

Talmai Morgan, Chairman of NBPE said "We are delighted that this oversubscribed issue has received such strong support from investors with the Company issuing the maximum £50 million of available zero dividend preference shares. We believe that the outcome highlights investors' confidence in NBPE, its portfolio and its management team. This ZDP provides further attractive diversification in the Company's financing structure whilst allowing significant capacity for new investments. NBPE remains well positioned to take advantage of the investment opportunities it is currently seeing in the market and deliver attractive returns to all its shareholders over the medium and longer term."

For further information, please contact:

NBPE Investor Relations                                   +1 214 647 9593

Neustria Partners                                               +44 20 3021 2580

Nick Henderson                                                  [email protected]

Robert Bailhache                                                              [email protected]

Charles Gorman                                                  [email protected]

Capitalised terms used but not defined in this announcement shall, unless the context requires otherwise, have the same meaning as in the Prospectus.

A copy of this announcement will be available on the Company's website at www.nbprivateequitypartners.com. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

ABOUT NB PRIVATE EQUITY PARTNERS LIMITED
NBPE is a closed-end private equity investment company with class A ordinary shares admitted to trading on the Premium Segment of the Main Market of the London Stock Exchange and Euronext Amsterdam. NBPE has 2022 ZDP Shares admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange. NBPE holds a diversified portfolio of direct equity investments, direct income investments and fund investments selected by the NB Alternatives group of Neuberger Berman, diversified across private equity asset class, geography, industry, vintage year, and sponsor.

LEI number: 213800UJH93NH8IOFQ77

ABOUT NEUBERGER BERMAN

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 and hedge funds-on behalf of institutions, advisors and individual investors globally. With offices in 20 countries, Neuberger Berman's team is more than 1,900 professionals. For four consecutive years, the company 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). Tenured, stable and long-term in focus, the firm fosters an investment culture of fundamental research and independent thinking. It manages $299 billion in client assets as of March 31, 2018. For more information, please visit our website at www.nb.com.

IMPORTANT NOTICES

This statement is made pursuant to article 5:25e of the Dutch Financial Supervision Act (Wet op het financieel toezicht) which requirement stems from the EU Transparency Directive. Pursuant to article 5:25e and article 5:25m of the Dutch Financial Supervision Act this Interim Management Statement has been made generally available by means of a press release and by publication on NBPE's website (www.nbprivateequitypartners.com) and has been filed with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten).

This press release appears as a matter of record only and does not constitute an offer or invitation to sell or a solicitation of an offer to purchase any security, or otherwise engage in an investment activity. Past performance is not a reliable indicator of current of future results. The value of investments may go down as well as up and investors may not get back any of the amount invested.

NBPE is established as a closed-end investment company domiciled in Guernsey. NBPE has received the necessary consent of the Guernsey Financial Services Commission and the States of Guernsey Policy Council. NBPE is registered with the Dutch Authority for the Financial Markets as a collective investment scheme which may offer participations in The Netherlands pursuant to article 2:66 of the Financial Markets Supervision Act (Wet op het financial toezicht).

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, to any "U.S. person" ("US Person") as defined in Regulation S under the US Securities Act of 1933 as amended (the "US Securities Act") or in or into the United States or any other jurisdiction, or to any other person, where to do so would constitute a violation of applicable law. This announcement does not constitute an offer to sell or issue, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities in the United States or any other jurisdiction where such an offer or solicitation would be unlawful. The securities mentioned herein have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US Person. There has been and will be no public offering of the securities mentioned herein in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940 as amended (the "US Investment Company Act") and as such investors will not be entitled to the benefits of the US Investment Company Act.

Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area (other than the Netherlands and the United Kingdom), Canada, Australia or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

Stifel Nicolaus Europe Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Stifel Nicolaus Europe Limited or advice to any other person in relation to the matters contained herein. Neither Stifel Nicolaus Europe Limited nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any information relating to the Company, whether written, oral or in a visual or electronic format, and howsoever transmitted or made available or any loss howsoever arising from any use of this announcement or its contents or otherwise in connection with it.