NB Global Monthly Income Fund : 2022 Notice of Extraordinary General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO NB GLOBAL MONTHLY INCOME FUND LIMITED ON WHICH YOU ARE BEING ASKED TO VOTE. ... | December 21, 2022
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO NB GLOBAL MONTHLY INCOME FUND LIMITED (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriately qualiﬁed independent ﬁnancial adviser, authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your Shares in the Company, please send this Circular, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia, South Africa or Japan or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction. If you have sold or transferred only part of your holding of Shares please consult the bank, stockbroker or other agent through which the sale or transfer was effected.
NB GLOBAL MONTHLY INCOME FUND LIMITED (a non-cellular investment company limited by shares incorporated under the laws of Guernsey with registered number 53155) Recommended proposals for a Managed Wind-Down of the Company and associated amendments to the Investment Objective and Policy Proposed amendments to the Articles of Incorporation Notice of Extraordinary General Meeting The Proposals described in this Circular are conditional on Shareholder approval, which is being sought at an Extraordinary General Meeting of the Company to be held at 1 Royal Plaza, Royal Avenue, St. Peter Port, Guernsey, GY1 2HL at 11 a.m. on 27 January 2023.
Notice of the Extraordinary General Meeting is set out at the end of this Circular. Shareholders are requested to return a Proxy Appointment by one of the following methods: (i) in hard copy form by post, by courier or by hand to Link Group, Central Square, 29 Wellington St., Leeds, LS1 4DL; (ii) online via URL ("Signal Shares"); or (iii) in the case of CREST members, by utilising the CREST electronic proxy appointment service, in each case so as to be received by Link Group as soon as possible and, in any event, not less than 48 hours before the time at which the Extraordinary General Meeting (or any adjournment thereof) is to begin. In calculating such 48 hour period, no account shall be taken of any part of a day that is not a Business Day.
Completion of a Proxy Appointment will not preclude a Shareholder from attending, speaking and voting in person at the Extraordinary General Meeting. Shareholders should note that they will not receive a paper Proxy Appointment form, but instead are encouraged to appoint a proxy online via Signal Shares. If you have not previously registered, you can do so by using your Investor Code ("IVC"), which can be found on your share certiﬁcate, or which can be obtained from Link Group, by calling their helpline on 0371 664 0300.
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m.
and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Shareholders who wish to return a hard copy Proxy Appointment can obtain a paper form from Link Group on request. The Company is declared as a Registered Closed-ended Investment Scheme by the Guernsey Financial Services Commission (the "Commission") under Section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended and the Registered Collective Investment Scheme Rules and Guidance, 2021 made thereunder.
Notiﬁcation of the Proposals will be given to the Commission in accordance with and as required by the Registered Collective Investment Scheme Rules and Guidance, 2021. This Circular should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company set out on pages 4 to 15 of this Circular and which recommends that you vote in favour of the Resolutions.
Your attention is drawn to the section entitled "Action to be Taken by Shareholders" on page 14 of this Circular. Deﬁned terms used in this Circular have the meanings given to them in the section headed "Deﬁnitions" on page 16. CONTENTS Page EXPECTED TIMETABLE OF EVENTS 3 PART I - LETTER FROM THE CHAIRMAN 4 1.
INTRODUCTION AND BACKGROUND 4 2. PURPOSE OF THE EXTRAORDINARY GENERAL MEETING 4 3. THE PROPOSALS 4 4.
EXTRAORDINARY GENERAL MEETING 12 5. GUERNSEY REGULATORY NOTIFICATION 13 6. DOCUMENTS AVAILABLE FOR INSPECTION 13 7.
TAXATION 13 8. CONSEQUENCES OF THE PROPOSALS NOT BEING APPROVED 14 9. ACTION TO BE TAKEN BY SHAREHOLDERS 14 10.
RECOMMENDATION 15 DEFINITIONS 16 PART II - NOTICE OF EGM 18 EXPECTED TIMETABLE OF EVENTS The anticipated dates and sequence of events relating to the implementation of the Proposals are set out below: Record date for participation and voting at the Extraordinary General Meeting 11 a.m. on 25 January 2023 Latest time and date for receipt of Proxy Appointments for the Extraordinary General Meeting* 11 a.m. on 25 January 2023 Extraordinary General Meeting 11 a.m.
on 27 January 2023 Announcement of result of the Extraordinary General Meeting 27 January 2023 Each of the times and dates in the expected timetable of events may be extended or brought forward without notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notiﬁed to Shareholders by an announcement through an RIS provider. All references are to London time unless otherwise stated.
Please note that the latest time for receipt of the Proxy Appointments is not less than 48 hours prior to the time allotted for the meeting PART I - LETTER FROM THE CHAIRMAN NB GLOBAL MONTHLY INCOME FUND LIMITED (a non-cellular investment company limited by shares incorporated under the laws of Guernsey with registered number 53155) Directors: Registered ofﬁce: Rupert Dorey (Chair) Sarnia House Laure Duhot Le Truchot David Staples St. Peter Port Guernsey GY1 1GR 20 December 2022 Notice of Extraordinary General Meeting and recommended Proposals for (i) a Managed Wind-Down of the Company and associated amendments to the Investment Objective and Policy; and (ii) proposed amendments to the Articles of Incorporation Dear Shareholders, 1. INTRODUCTION AND BACKGROUND As announced by the Company on 21 November 2022, following a review of the Company's strategy and prospects, the Board has decided not to implement the Company's semi-annual cash exit facility in December 2022 (the "December Cash Exit").
The Board anticipated that participation in the December Cash Exit offer would likely result in the Company's net asset value ("NAV") falling below £150 million, rendering the Company, in the opinion of the Board, sub-scale. It has therefore decided instead to put forward proposals to realise the Company's Portfolio in an orderly manner and distribute the realisation proceeds to Shareholders over time (the "Managed Wind-down"). Further details of these proposals, which require Shareholder approval, are set out in section 3 below.
The purpose of this Circular is to set out details of, and seek your approval for, the Board's proposals and explain why the Board is recommending that you vote in favour of the Resolutions to implement them. The Notice of the Extraordinary General Meeting is set out at the end of this Circular. 2.
PURPOSE OF THE EXTRAORDINARY GENERAL MEETING The purpose of this Circular is to convene an EGM at which the Board proposes to seek Shareholder approval to: amend the Company's Investment Objective and Policy in the manner set out in paragraph 3.3 below; and amend the articles of incorporation of the Company (the "Articles") to allow for the realisation proceeds of selling assets in accordance with the Managed Wind-down to be distributed to Shareholders by way of pro rata compulsory redemptions of Shares, (together, the "Proposals"). The EGM will be held at 1 Royal Plaza, Royal Avenue, St. Peter Port, Guernsey, GY1 2HL at 11 a.m.
on 27 January 2023, to seek Shareholder approval of the Proposals, in accordance with applicable law. The Notice of the Extraordinary General Meeting at which the Resolutions to approve the Proposals will be considered is set out at the end of this Circular. Further details of the Proposals outlined above are set out in sections 3 and 4 below.
- THE PROPOSALS 3.1 Proposed Managed Wind-down The Board proposes to implement the Managed Wind-down by realising the assets comprised in the Portfolio in an orderly manner and to make capital distributions to Shareholders during the wind- down period as and when sufﬁcient cash is realised to make it economically expedient to make a distribution. At an appropriate point in the future, further proposals to place the Company into liquidation will be put to Shareholders as described in more detail in paragraph 3.8 below.
Having consulted the Investment Manager, it is expected that as the Company's portfolio consists of both liquid and less liquid assets, it will take varied time periods to realise assets in an orderly manner with a view to maintaining Shareholder value. Based on current and anticipated market conditions, the Investment Manager anticipates that the process of realising the most illiquid assets in the Company's portfolio could require a period of up to 24 months. The table below provides an overview of the Company's portfolio composition as of 16 December 2022, including applicable asset rating, time to maturity and the approximate percentage of total portfolio market value that each asset comprises: Portfolio Assets; Applicable Ratings Time To Maturity Market Value %1 Private Debt 5.91Y 24.8% B 5.83Y 2.0% B 5.76Y 1.1% B- 5.91Y 0.9% CCC 5.80Y 19.1% CCC+ 6.01Y 7.0% CCC 5.68Y 12.0% CCC- 3.69Y 0.0% NR 6.48Y 3.8% NR 6.48Y 3.8% Distressed Debt 5.00Y 16.3% B 5.01Y 10.0% B+ 4.86Y 3.4% B 4.19Y 1.1% B- 5.26Y 5.5% CCC 5.14Y 5.9% CCC+ 5.54Y 3.3% CCC 4.55Y 1.5% CCC- 4.81Y 0.9% Other 4.20Y 0.2% NR 2.45Y 0.4% NR 2.45Y 0.4% ----- 1 The time to maturity and market value percentage table excludes equity holdings and cash.