NB Distressed Debt NB Distressed - NBDX NB Distressed - NBDG - Circular and EGM Notice re MVL & return of capital

NB Distressed Debt Investment Fund

07/11/2025 07:00

RNS Number : 3203H

NB Distressed Debt Invest. Fd. Ltd

12 November 2025

 

This replaces the announcement released at 0700 on 7 November under RNS Number 5848G. The EGM and the Class Meetings will now be held on 4 December 2025 to align with the Company's notice period under its Articles. There is an update to Special Resolution 2 in the Circular, which should refer to Article 32.14 instead of Article 31.14 or Article 34.14. Accordingly, there is an updated timetable and Special Resolution 2 at the bottom of the announcement. In addition, Footnote 3 on page 5 of the original Circular has been removed from the updated Circular. All other details of the original announcement remain unchanged.

 

 

12 November 2025

 

NB Distressed Debt Investment Fund Limited

("NBDDIF" or the "Company")

 

Publication of Circular in relation to the proposed Members' Voluntary Liquidation

and return of capital

 

 

The Company's board hereby gives notice of: (i) an Extraordinary General Meeting ("EGM") of Shareholders; and (ii) class meetings of Shareholders for each of the Ordinary share class (NBDD), Extended Life share class (NBDX) and New Global share class (NBDG) (together, the "Class Meetings"), in connection with a proposed Members' Voluntary Liquidation and return of capital.

 

This follows the board's announcement on 22 August 2025 that it expects to put such proposals in place before the end of the year. Since that announcement, NBDD has announced two further realisations which now leave the Ordinary (NBDD) and Extended (NBDX) share classes with predominantly cash holdings. The Global (NBDG) share class contains only one remaining holding, in the lodging and casino sector, for which a sale process is underway.

 

The EGM and the Class Meetings will be held on 4 December 2025 at the Company's registered office: 1st & 2nd Floors, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey, GY1 1EW.

 

A Shareholder Circular, which includes a letter from the Chairman and further explanatory information, will be mailed to Shareholders, and shortly be made available on https://www.nbddif.com as well as on the National Storage Mechanism: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Copies of the Shareholder Circular, including the Notice of EGM, may also be obtained from the Company's registered office.

 

John Hallam, the Company's Chairman, commented:

 

"Today's announcement follows the investment manager's work to realise the proceeds from the Company's portfolio, balancing timely realisations with maximising proceeds to shareholders. The appointment of liquidators marks the conclusion of that process. Cash retained by the Company, to the extent not required to meet expenses and any liabilities, will then be distributed to Shareholders of all three share classes in the short term. The Company intends to retain the listing of its Shares on the London Stock Exchange, with trading suspended, at least until after an initial cash distribution has been made to Shareholders.

 

The liquidator will then work with Neuberger Berman to continue to realise the final lodging and casino investment held within the NBDG share class and make further distributions to shareholders at the appropriate time. The Board expects that the Company will make material cost savings as a result of being placed into voluntary liquidation."

 

ENDS

 

LEI: YRFO7WKOU3V511VFX790

 

For further information, please contact:

 

KL Communications
Charles Gorman
+44 (0) 20 3882 6644
nbdd@kl-communications.com
Jefferies International Limited
 Gaudi Le Roux
+44 (0) 20 7029 8000

 

 

Timetable

 

Record date for participation and voting at the Ordinary Class Meeting
6:30 p.m. on 2 December 2025
Latest time and date for receipt of Form of Proxy for the Ordinary Class Meeting*
11:00 a.m. on 2 December 2025
Record date for participation and voting at the Extended Life Class Meeting
6:30 p.m. on 2 December 2025
Latest time and date for receipt of Form of Proxy for the Extended Life Class Meeting*
11:05 a.m. on 2 December 2025
Record date for participation and voting at the New Global Class Meeting
6:30 p.m. on 2 December 2025
Latest time and date for receipt of Form of Proxy for the New Global Class Meeting*
11:10 a.m. on 2 December 2025
Record date for participation and voting at the Extraordinary General Meeting
6:30 p.m. on 2 December 2025
Latest time and date for receipt of Form of Proxy for the Extraordinary General Meeting*
11:15 a.m. on 2 December 2025
Closing of the Company's register and record date for participation in liquidation distributions
6.30 p.m. on 3 December 2025
Suspension of trading of the Shares on the London Stock Exchange
7.30 a.m. on 4 December 2025
Ordinary Class Meeting
11:00 a.m. on 4 December 2025
Extended Life Class Meeting
11:05 a.m. on 4 December 2025
New Global Class Meeting
11:10 a.m. on 4 December 2025
Extraordinary General Meeting
11:15 a.m. on 4 December 2025
Announcement of results of the Extraordinary General Meeting
4 December 2025
Liquidators appointed
4 December 2025

 

 

Suspension of the Shares to trading on the Main Market

 

The register of members will be closed at 6.30 p.m. on 3 December 2025 and the Shares will be disabled in CREST at the start of business on 4 December 2025. Accordingly, to be valid, all transfers must be lodged before 6.30 p.m. on 3 December 2025. Application will be made to the London Stock Exchange for suspension of trading in the Shares at 7.30 a.m. on 4 December 2025. The last day for dealings in the Shares on the London Stock Exchange on a normal rolling two-day settlement basis will be 1 December 2025. After 1 December 2025, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Company's Registrars by close of business on 3 December 2025. The record date, being the date for determining which Shareholders are entitled to receive liquidation distributions, is close of business on 3 December 2025.

 

Special Resolution 2

 

That Article 32.14 of the Articles be and is hereby deleted and replaced with the following:

 

32.14 Any dividend or distribution which has remained unclaimed for a period of 1 (one) year from the date of declaration thereof shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company and shall thenceforth belong to the Company absolutely. The Company may, at its sole discretion, donate such sums to the Guernsey Community Foundation (Guernsey registered charity number CH331) or any other charity or similar such organisation in Guernsey or elsewhere.

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