Statement from Novalpina in response to BRG NOAL press release
LUXEMBOURG , Nov. 17, 2022 /PRNewswire/ -- In 2017, Limited Partners including the Oregon Public Employee Retirement Fund (OPERF), CNP Assurances and the Centrica Combined Common Investment Fund agreed in the Limited Partnership Agreement ("LPA") of NOAL SCSP ("Fund") that Novalpina could only be removed as general partner of the Fund "without cause" if its investment in the Fund would be acquired and Novalpina's profit share of the Fund repaid in priority, both based on a valuation by a reputable independent valuer.
Novalpina and its affiliates were the second largest investor in the Fund with commitments of close to €80 million. The vote of July 2021 to remove Novalpina as general partner of the Fund "without cause" therefore triggered the contractually agreed requirements to appoint an independent valuer and make payments to Novalpina.
Since August 2021, BRG NOAL GP SARL (BRG), a subsidiary of Berkeley Research Group LLC specifically created to serve under the direct guidance of certain Limited Partners including those named above as replacement general partner of the Fund, has continuously taken steps to delay and ultimately refuse appointing the agreed independent valuer, KPMG UK, and to refuse making the contractually agreed upon payments required under the LPA.
As a result, Novalpina had no choice but to bring legal proceedings against BRG and the Fund for breaches of its and the Fund's obligations to Novalpina. In these proceedings Novalpina has provided evidence to the courts of BRG's breaches , including issuing a new partnership agreement without authority, refusing to appoint an independent valuer, treating Novalpina as if it was no longer an investor in the Fund, making misrepresentations to the Fund's investors and selling Fund assets to a party introduced by one of the Fund's most influential investors at a price c. €20 million below the one offered by the highest bidder.
We believe BRG's legal position and arguments are untenable, and the negative PR campaign against Novalpina and certain of its shareholders and former stakeholders that BRG has initiated is motivated by BRG's desire to distract from the contractual breaches it continues to commit and to influence public opinion somehow in its favour. It should be noted that none of the many baseless complaints filed by BRG have to date led to any action whatsoever by the relevant authorities.
The allegations made in the press release issued by BRG NOAL on November 3 and those made by BRG to various authorities are baseless, defamatory and untrue . BRG NOAL refers to a note in a provisional decision handed down by a judge sitting in summary proceedings where he simply ruled himself incompetent to adjudicate the case and decided it must be ruled by a judge sitting on the merits (these proceedings are pending and BRG NOAL has been trying to delay them).
We have always conducted our business in good faith and in compliance with all applicable laws in all relevant jurisdictions and no authority has ever ruled the contrary.
We have strong legal claims against BRG and are confident the courts will support our position in the proceedings on the merits.
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SOURCE Novalpina
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