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NB Private Equity Partners Lim (NBPE)

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Thursday 22 October, 2009

NB Private Equity Partners Lim

Circ re. Proposed Zero Dividend Preference Shar...





22 October 2009

NB Private  Equity  Partners Limited  ("NBPE"  or "the  Company"),  a
closed-end private  equity fund  of funds  investment company,  today
announces the publication of a Circular (the "Circular") in  relation
to its  proposed  issue  of  zero  divided  preference  shares  ("ZDP
Shares"). The indicative terms of the Company's ZDP Share issue  were
announced on 7 October 2009.

In relation to the ZDP Share  issue, the Company is required to  seek
certain  shareholder  consents,  including  shareholder  approval  of
certain changes  to  the  Company's Articles  of  Incorporation  (the
"Articles") in  order  to establish  the  rights (summarised  in  the
Circular) which will attach  to the new ZDP  Shares. The adoption  of
the Company's new Articles will  require the approval of the  Company
by special resolution (which  will involve the  passing of a  written
resolution by the holder of the Company's Class B Shares) and of  the
Company's Class  A Shareholders  by ordinary  resolution at  a  class
meeting of the Class A Shareholders (the "Class Meeting").

The Class Meeting will take place  at 10.30am on 13 November 2009  at
Heritage Hall, Le Marchant Street, St. Peter Port, Guernsey GY1  4HY,
and Forms of Proxy must be  returned in the manner indicated  thereon
by 10.30am on 11 November 2009.

It is expected that the final terms of the ZDP Shares and the  target
size of the issue will be announced in due course. Capitalized  terms
used but not defined in  this announcement shall, unless the  context
requires otherwise, have the same meaning as in the Circular.


For further information, please contact:


NBPE Investor Relations      +1 214 647 9593

Oriel Securities             +44 20 7710 7600
Joe Winkley
Sapna Shah

Financial Dynamics           +44 20 7269 7114
Robert Bailhache
Nick Henderson



About NB Private Equity Partners Limited

NBPE is a closed-end private equity fund of funds investment  company
admitted to trading  on Euronext  Amsterdam and  the Specialist  Fund
Market of  the  London  Stock  Exchange.  NBPE  holds  a  diversified
portfolio   of   private   equity   fund   investments   and   direct
co-investments selected  by the  NB Alternatives  group of  Neuberger
Berman, diversified  across private  equity asset  class,  geography,
industry, vintage year and sponsor.

www.nbprivateequitypartners.com

This press release appears  as a matter of  record only and does  not
constitute an offer to sell or a solicitation of an offer to purchase
any security.

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).
All investments are subject to risk. Past performance is no guarantee
of future returns.  The value of  investments may fluctuate.  Results
achieved in  the  past  are  no guarantee  of  future  results.  This
document is  not  intended to  constitute  legal, tax  or  accounting
advice  or  investment  recommendations.  Prospective  investors  are
advised to seek expert legal,  financial, tax and other  professional
advice before making any investment decision. Statements contained in
this document  that are  not historical  facts are  based on  current
expectations, estimates, projections, opinions and beliefs of  NBPE's
investment manager. Such statements involve known and unknown  risks,
uncertainties and other  factors, and  undue reliance  should not  be
placed thereon. Additionally, this document contains "forward-looking
statements." Actual events  or results or  the actual performance  of
NBPE may differ  materially from those  reflected or contemplated  in
such targets or forward-looking statements.

Oriel Securities Limited ("Oriel") is acting for NBPE and no-one else
in connection with NBPE and will  not be responsible to anyone  other
than NBPE  for providing  the protections  afforded to  customers  of
Oriel or for providing advice in relation to NBPE.

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