NB Distressed Debt Investment Fund Distressed Debt Investment Fund Limited ... If you are in any doubt ... The attention of potential investors is drawn to the Risk Factors set out on pages 13 to 32
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NB Distressed DebtInvestment Fund LimitedNB Distressed DebtInvestment Fund Limited
Prospectus May 2010
Oriel Securities Limited:
Sole Financial Adviser, Joint Global Co-ordinator and Joint Bookrunner
RBS Hoare Govett Limited:
Joint Global Co-ordinator and Joint Bookrunner
THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATEATTENTION. If you are in any doubt as to the action you should take or the contents of this document, you are recommended toseek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, or other appropriateindependent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (the FSMA) if you are inthe United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside theUnited Kingdom.
A copy of this document, which comprises a prospectus relating to NB Distressed Debt Investment Fund Limited (theCompany) in connection with the issue of Issue Shares in the Company, prepared in accordance with the Prospectus Rules ofthe UK Listing Authority made pursuant to section 73A of the FSMA, has been filed with the Financial Services Authority inaccordance with Rule 3.2 of the Prospectus Rules.This document also constitutes a Listing Document for the purposes of seekingadmission of the Company to the Official List of the CISX.
The Issue Shares are only suitable for investors (i) who understand the potential risk of capital loss and that there may belimited liquidity in the underlying investments of the Company; (ii) for whom an investment in the Issue Shares is part of adiversified investment programme; and (iii) who fully understand and are willing to assume the risks involved in such aninvestment programme.
Application will be made to the London Stock Exchange for the Ordinary Shares and the bonus issue of Subscription Shares on a onefor five basis to be issued in connection with the Issue to be admitted to trading on the Specialist Fund Market of the London StockExchange and to listing and trading on the Official List of the CISX. The Company and the Directors, whose names appear on page 47of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of theCompany and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in thisdocument is in accordance with the facts and does not omit anything likely to affect the import of such information.
This document includes particulars given in compliance with the Listing Rules of the CISX for the purpose of giving information withregard to the Company. The Company and the Directors, whose names appear on page 47 of this document, accept responsibility forthe information contained in this document. To the best of the knowledge of the Company and the Directors, who have taken allreasonable care to ensure that such is the case, the information contained in this document is, to the best of their knowledge, inaccordance with the facts and contains no omission likely to affect its import.
The Investment Managers accept responsibility for the information contained in this document pertaining to them. To the best of theknowledge of the Investment Managers, who have taken all reasonable care to ensure that such is the case, the information contained in thisdocument pertaining to them is in accordance with the facts and contains no omission likely to affect its import.
Capitalised terms contained in this document shall have the meanings set out in Part IX of this document.
The attention of potential investors is drawn to the Risk Factors set out on pages 13 to 32 of this document. The latest time and datefor applications under the Offer is 1200 hours on 3 June 2010. Further details of the Issue are set out in Part IV of this document.
NB DISTRESSED DEBT INVESTMENT FUND LIMITED(a closed-ended investment company limited by shares incorporated under the laws of Guernsey with registered number 51774)
Placing and Offer for Subscription for a target issue in excess of 150,000,000 Ordinary Shares at an issue price of US$1.00 per Ordinary Share and a bonus issue of
Subscription Shares on a one for five basis
Investment Manager Sub-Investment ManagerNeuberger Berman Europe Limited Neuberger Berman Fixed Income LLC
Sole Financial Adviser Joint Global Co-ordinators and Joint BookrunnersOriel Securities Limited Oriel Securities Limited and RBS Hoare Govett Limited
This document does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Issue Shares in anyjurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication orapproval requirements on the Company or the Investment Managers. The offer and sale of Issue Shares have not been and will not beregistered under the applicable securities laws of the United States, Australia, Canada or Japan. Subject to certain exceptions, the IssueShares may not be offered or sold within the United States, Australia, Canada or Japan or to any national, resident or citizen of theUnited States, Australia, Canada or Japan.
The Issue Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act)or with any securities regulatory authority of any state or other jurisdiction of the United States and the Issue Shares may not be offered,sold, exercised, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S.Persons (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subjectto, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or otherjurisdiction in the United States. There will be no public offer of the Issue Shares in the United States.
PR Ann III5.4.1, 5.4.2
PR Ann I5.1.1, 5.1.2
PR Ann I 5.1.4PR Ann III5.1.2
PR Ann III5.1.3
PR Ann III1.1, 1.2
PR Ann I1.1, 1.2
PR Ann XV1.4
The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (theU.S. Investment Company Act) and investors will not be entitled to the benefits of the U.S. Investment Company Act.
Neither the U.S. Securities and Exchange Commission (the SEC) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this document. Any representation to the contraryis a criminal offense in the United States.
The Issue Shares are being offered and sold outside the United States to non-U.S. Persons (as defined in Regulation S under the U.S.Securities Act) in reliance on Regulation S under the U.S. Securities Act. The Issue Shares may not be offered or sold within the UnitedStates, or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act), except to persons who are (i) accredited investorsas defined in Rule 501(a) of Regulation D under the U.S. Securities Act (AIs or Accredited Investors), and who are also (ii) qualifiedpurchasers within the meaning of Section 2(a)(51) of the U.S. Investment Company Act (QPs or Qualified Purchasers).
In addition, prospective investors should note that, except with the express written consent of the Company given in respect of aninvestment in the Company, the Issue Shares may not be acquired by (i) investors using assets of (A) an employee benefit plan asdefined in section 3(3) of ERISA that is subject to Title I of the United States Employee Retirement Income Security Act of 1974, asamended (ERISA); (B) a plan as defined in Section 4975 of the United States Internal Revenue Code of 1986, as amended (theCode), including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; or (C) an entitywhich is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISAor Section 4975 of the Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state,local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, unless its purchase,holding, and disposition of the Shares will not constitute or result in a non-exempt violation of any such substantially similar law.
In addition, until 40 days after the commencement of the Issue, an offer, sale or transfer of the Issue Shares within the United States byany dealer (whether or not participating in the Placing) may violate the registration requirements of the U.S. Securities Act.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY:
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEENFILED UNDER CHAPTER 421 B OF THE NEW HAMPSHIRE REVISED STATUTE (RSA 421-B) WITH THE STATE OFNEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON ISLICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THATANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCHFACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR ATRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITSOR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, ORTRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,CUSTOME