TIDMNBNK
RNS Number : 4391T
NBNK Investments PLC
13 December 2012
Proposed tender offer and share subscription
NBNK Investments PLC
100 Wood Street
London
EC2V 7EX
NBNK Investments plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA AND THE
REPUBLIC OF IRELAND
Proposed Share Subscription of up to 21,348,003 new Ordinary
Shares at a price of 39 pence per Ordinary Share, amendment to
terms of Placee Warrants, Founder Warrants and Placee B Warrants,
Tender Offer for existing Ordinary Shares, issue of Founder
Warrants and Rule 9 Waivers
The definitions set out in Appendix 1 to this announcement shall
apply unless the context requires otherwise.
Introduction
In the Chairman and Chief Executive's review to the Company's
half-yearly report for the six months ended 30 June 2012 the Board
stated it had received a number of enquiries from third parties
wishing to explore the continuation of the Company and its listing
and that if any formal proposals were received prior to a
winding-up being implemented, the Board would consider them
carefully and determine whether the implementation of such
proposals would better serve the interests of Shareholders than a
winding up.
The Board has now received a formal proposal from WL Ross &
Co. on behalf of the WLR Funds which it considers to be in the best
interests of the Company. Accordingly NBNK intends to defer
(potentially indefinitely) its winding up plans and instead is
proposing to raise up to approximately GBP8.3 million (before
expenses) by means of an issue of up to 21,348,003 new Ordinary
Shares to the WLR Funds at 39 pence per new Ordinary Share.
The Board has also determined, conditional on the Share
Subscription, to make a tender offer to purchase up to 18,924,848
existing Ordinary Shares at a price of 39 pence per share. The
terms of the Tender Offer, which will be set out in detail in a
circular of the Company to be posted to Shareholders, will require,
among other things, that those Shareholders holding Warrants also
surrender for cancellation their Corresponding Warrant Quota in
respect of each Ordinary Share tendered. Accordingly, for every
Ordinary Share tendered, a Shareholder will be required to
surrender for cancellation Warrants entitling them to subscribe for
0.000000149850150 per cent. of the Fully Diluted Share Capital or
such lesser amount as they hold on the Record Date.
Depending on the number of Ordinary Shares tendered pursuant to
the Tender Offer, the Subscription Shares will represent between
29.9 per cent. (assuming no acceptance of the Tender Offer) and
37.8 per cent. (assuming maximum acceptance of the Tender Offer) of
the issued share capital of the Company upon completion of the
Share Subscription and the Tender Offer. For the purposes of
calculating these percentages, it has been assumed no Warrants will
be exercised. If Ordinary Shares representing 29.9 per cent. or
less of the Company's current issued share capital are tendered
pursuant to the Tender Offer, the WLR Funds will subscribe for such
number of Ordinary Shares as is equal to 29.9 per cent of the
issued share capital of the Company upon completion of the Share
Subscription and the Tender Offer. If Ordinary Shares representing
more than 29.9 per cent of the Company's current issued share
capital are tendered, the WLR Funds will subscribe for such number
of Ordinary Shares as is equal to the number of Ordinary Shares
tendered pursuant to the Tender Offer (and the percentage of the
Company's issued share capital following completion of the Share
Subscription and the Tender Offer which the number of Ordinary
Shares subscribed by the WLR Funds represents will be increased
accordingly).
The net proceeds of the Share Subscription will be applied to
finance the Tender Offer and otherwise for the purposes of the
Company's continuing investment policy.
Details of the Share Subscription, the Tender Offer,
instructions to Shareholders on how to tender their Ordinary Shares
and Warrants and certain other matters will be set out in the
Circular.
The implementation of the Share Subscription, the Tender Offer
and related matters are subject to and conditional on the passing
of Shareholder Resolutions and the Warrantholders' Resolution,
details of which will also be contained in the Circular.
Background Information on WL Ross & Co., Fund V GP, the WLR
Funds and Wilbur L. Ross, Jr.
The WLR Funds are US domiciled private equity funds managed by
WL Ross & Co. WL Ross & Co. is a limited liability company
formed under the laws of the State of a Delaware, USA and was
founded in April 2000 by Wilbur L. Ross, Jr. and other members of
its senior management team to provide investment management
services to various investment vehicles. In October 2006, WL Ross
& Co. was acquired by Invesco Ltd. (NYSE: IVZ) through an
indirect, wholly owned subsidiary, IPC. WL Ross & Co. has
approximately $9 billion of assets under management with
investments across North America, South America, Europe, and Asia
and serves as the investment manager to various funds, including
the WLR Funds.
The WLR Funds' investment in the Company will be made through
WLR V Parallel ESC and WLR Recovery Fund V.
WLR V Parallel ESC
The general partner of WLR V Parallel ESC is the Parallel Fund
GP. IPC is the managing member of the Parallel Fund GP. Wilbur L.
Ross, Jr. is the Chairman, President and Chief Executive Officer of
IPC.
WLR Recovery Fund V
The general partner of WLR Recovery Fund V is the Fund V GP. WL
Ross Group, L.P. is the managing member of the Fund V GP. The
general partner of WL Ross Group, L.P. is El Vedado, LLC. Wilbur L.
Ross, Jr. is the managing member of El Vedado LLC.
Parallel Investment Agreement
The Fund V GP and the Parallel Fund GP have entered into a
parallel investment agreement pursuant to which the Fund V GP has
been appointed as representative and attorney of WLR V Parallel ESC
to, among other things, exercise all rights, powers and privileges
with respect to the assets owned by the Parallel Fund and to take
whatever action, which the Fund V GP in its discretion deems
fit.
Wilbur L. Ross, Jr.
Wilbur L. Ross, Jr. is the President and Chief Executive Officer
of WL Ross & Co., the Chairman, President and Chief Executive
Officer of IPC and the managing member of El Vedado LLC.
NBNK's Investment Policy
It was originally intended that if the Company had not been
successful in making a significant acquisition within 18 months of
First Admission, the Directors would review the position and
consider if it were appropriate to return unused funds to
Shareholders and/or to wind-up the Company.
Since First Admission, the Board has maintained a dialogue with
Shareholders and, although the Company has not completed an
acquisition and the Board has previously announced that it expected
to commence steps to wind-up the Company, a significant majority of
Shareholders has indicated its support for a continuation of the
Company and an ongoing effort to make a significant
acquisition.
Subject to and following completion of the Share Subscription
and Tender Offer, it is understood that the new Board intends, in
consultation with Shareholders, to review its investment policy
including investment in Continental Europe. Any acquisition of
scale will be subject to shareholder approval in any event.
The Share Subscription
The Share Subscription is to be effected pursuant to and on the
terms of the Subscription Agreement.
The Subscription Agreement is conditional, inter alia, on:
-- the passing of the Shareholder Resolutions at the General Meeting;
-- the passing of the Warrantholders' Resolution at the Warrantholders' Meeting;
-- no more than 18,924,848 of the existing Ordinary Shares being
acquired for purchase by the Company pursuant to the Tender Offer;
and
-- Admission becoming effective by no later than 8.30 a.m. on 9
January 2013 (or such later time and/or date, being no later than
8.30 a.m. on 30 January 2013, as the Company and Fund V GP may
agree).
The Subscription Agreement provides that the WLR Funds will
subscribe for such number of Ordinary Shares as is equal to the
higher of (i) the number of Ordinary Shares tendered pursuant to
the Tender Offer and (ii) 29.9 per cent. of the issued share
capital of the Company immediately following completion of the
Subscription and the Tender Offer.
Depending on the number of Ordinary Shares tendered pursuant to
the Tender Offer, the Subscription Shares will represent between
29.9 per cent. (assuming no acceptance of the Tender Offer) and
37.8 per cent. (assuming maximum acceptance of the Tender Offer) of
the issued share capital of the Company upon completion of the
Share Subscription and the Tender Offer. For the purposes of
calculating these percentages, it has been assumed that there is no
exercise of Warrants. If Ordinary Shares representing 29.9 per
cent. or less of the Company's current issued share capital are
tendered pursuant to the Tender Offer, the WLR Funds will subscribe
for such number of Ordinary Shares as is equal to 29.9 per cent of
the issued share capital of the Company upon completion of the
Share Subscription and the Tender Offer. If Ordinary Shares
representing more than 29.9 per cent of the Company's current
issued share capital are tendered, the WLR Funds will subscribe for
such number of Ordinary Shares as is equal to the number of
Ordinary Shares tendered pursuant to the Tender Offer (and the
percentage of the Company's issued share capital following
completion of the Share Subscription and the Tender Offer which the
number of Ordinary Shares subscribed by the WLR Funds represents
will be increased accordingly).
The net proceeds of the Share Subscription will be used to
enable the Company to finance the Tender Offer. The net proceeds
(if any, after funding the Tender Offer) will also be used to
continue to pursue the Company's investment policy. The
Subscription Shares are to be issued at 39 pence per share, being
the same price at which the Company is offering to purchase
Ordinary Shares under the Tender Offer.
Under the Share Subscription, the WLR Funds will, pro rata to
the Subscription Shares actually subscribed, also be entitled to
receive New Warrants to subscribe for, in aggregate, up to
approximately 3.2 per cent. of the Fully Diluted Share Capital
exercisable at a subscription price of 100 pence per Ordinary Share
(on the basis that New Warrants entitling them to subscribe for
0.000000149850150 per cent. of the Fully Diluted Share Capital of
the Company will be issued to them for every Subscription Share
subscribed). The New Warrants will rank pari passu with the Placee
Warrants (as such warrants are proposed to be amended, further
details of which are set out below).
If there is maximum acceptance of the Tender Offer, there will
be no dilution for existing Shareholders who do not tender Ordinary
Shares as a result of the Share Subscription. If there is no
acceptance of the Tender Offer, existing Shareholders will be
diluted by 29.9 per cent. Both percentages assume no exercise of
the Warrants following 11 December 2012, being the latest
practicable date prior to the publication of this document.
The entitlements of existing holders of Placee Warrants and
Placee B Warrants to subscribe for a fixed percentage of the Fully
Diluted Share Capital will not be affected by the issue of New
Warrants to the WLR Funds. Accordingly, holders of Placee Warrants
and Placee B Warrants who do not tender any of their Ordinary
Shares for cancellation pursuant to the Tender Offer will remain
entitled to subscribe for the same percentage of the Company's
Fully Diluted Share Capital set out in their existing Warrant
Certificates.
Rule 9 Waivers
The Takeover Code governs, inter alia, transactions which may
result in a change of control of a public company to which the
Takeover Code applies. Under Rule 9 of the Takeover Code any person
who acquires, whether by a series of transactions over a period of
time or not, an interest (as defined in the Takeover Code) in
shares which (taken together with shares in which he is already
interested or in which persons acting in concert with him are
interested) carry 30 per cent. or more of the voting rights of a
company which is subject to the Takeover Code, is normally required
to make a general offer to all the remaining shareholders to
acquire their shares.
Similarly, Rule 9 of the Takeover Code also provides that when
any person, together with persons acting in concert with him, is
interested in shares which, in aggregate, carry more than 30 per
cent. of the voting rights of such company, but does not hold
shares carrying more than 50 per cent. of such voting rights, a
general offer will normally be required if any further interest in
shares is acquired by any such person which increases its or their
percentage holding of interests in shares.
An offer under Rule 9 must be in cash and must be at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the
company in question during the 12 months prior to the announcement
of the offer.
The WLR Funds
Depending on the number of Ordinary Shares tendered pursuant to
the Tender Offer, it is possible that the WLR Funds will, between
them, hold Ordinary Shares carrying up to 37.81 per cent. of the
voting rights of the Company's Ordinary Shares at Admission
together with Warrants to subscribe for up to a further 3.45 per
cent. of the Fully Diluted Share Capital.
Assuming maximum acceptance of the Tender Offer, no other
Warrantholder exercises Warrants and the WLR Funds exercise all
their New Warrants and Founder Warrants (to be issued to the WLR
Funds as described below), the WLR Funds would hold between them
Ordinary Shares carrying up to 40.1 per cent. of the voting rights
of the Company's Ordinary Share capital at Admission (as enlarged
following such exercise). It should be noted that where
shareholders are interested in shares carrying not less than 30 per
cent. of a company's voting share capital but do not hold shares
carrying more than 50 per cent. of such voting rights, any further
increase in that interest in shares will be subject to the
provisions of Rule 9.
Concert Party
WL Ross & Co., the Fund V GP (acting in its own capacity and
in its capacity as representative and attorney of WLR V Parallel
ESC) and the WLR Funds are deemed by the Panel to be acting in
concert with IAML and the Invesco Funds because WL Ross & Co.
and IAML are ultimately owned by Invesco.
The Invesco Funds currently hold, through their nominee,
14,764,750 Ordinary Shares, representing 29.5 per cent. of the
Company's Existing Share Capital. Management authority for the
Invesco Funds (including the ability to exercise full voting
rights) has been delegated to IAML by Invesco Fund Managers
Limited, which is the authorised corporate director of the Invesco
Funds and an indirect wholly owned subsidiary of Invesco. IAML is
also ultimately a wholly owned subsidiary of Invesco. IAML's
primary business is asset management and it is authorised and
regulated by the Financial Services Authority in the United
Kingdom.
As at 12 December 2012, IPHIF (one of the Invesco Funds
currently holding Ordinary Shares in the Company) held GBP12.11
billion of assets under management and IPIF (the other Invesco Fund
currently holding Ordinary Shares in the Company) held GBP9.28
billion of assets under management.
It is anticipated that the members of the Concert Party will
between them hold Ordinary Shares carrying more than 50 per cent.
of the voting rights of the Company's Ordinary Shares at Admission.
Assuming maximum acceptance of the Tender Offer, no other
Warrantholder exercises Warrants and each member of the Concert
Party exercises all Warrants held by it on Admission (including the
New Warrants to be issued to the WLR Funds and the Founder Warrants
to be issued to each member of the Concert Party on Admission as
described below), the members of the Concert Party would hold
between them Ordinary Shares carrying up to 69.4 per cent. of the
voting rights of the Company's Ordinary Share capital at Admission
(as enlarged following such exercise). It should be noted that
where shareholders acting in concert acquire more than 50 per cent.
of a company's issued share capital, for as long as they continue
to be treated as acting in concert, they may increase their
aggregate interests in shares without incurring any obligation
under Rule 9 to make a general offer.
Waiver of the obligations to make a mandatory offer under Rule 9
of the Takeover Code
The Panel has agreed:
-- subject to the passing of the First Whitewash Resolution by
the Independent Shareholders on a poll at the General Meeting, to
waive the requirement under Rule 9 of the Takeover Code for the WLR
Funds either collectively or individually to make a general offer
to Shareholders as a result of the allotment and issue by the
Company of Ordinary Shares and New Warrants to the WLR Funds
pursuant to the Share Subscription, the issue of Founder Warrants
to the WLR Funds and the issue and allotment of Ordinary Shares
pursuant to the exercise of any Warrants by the WLR Funds (subject
to the WLR Funds holding up to an aggregate maximum of 40.1 per
cent. of the Company's issued share capital); and
-- subject to the passing of the Second Whitewash Resolution by
the Independent Shareholders on a poll at the General Meeting to
waive the requirement under Rule 9 of the Takeover Code for each
member of the Concert Party, collectively and/or individually, to
make a mandatory offer for the Ordinary Shares not already owned by
the Concert Party as a result of the allotment and issue by the
Company of Ordinary Shares and New Warrants to the WLR Funds
pursuant to the Share Subscription, the issue of Founder Warrants
to any member of the Concert Party and the issue and allotment of
Ordinary Shares pursuant to the exercise of any Warrants by any
member of the Concert Party (subject to the members of the Concert
Party holding up to an aggregate maximum of 69.4 per cent. of the
Company's issued share capital).
The Company will therefore seek the approval of the Independent
Shareholders to the Rule 9 Waivers pursuant to the Whitewash
Resolutions.
In relation to the Whitewash Resolutions, the Panel requires
that only Independent Shareholders vote and that they vote only
those Ordinary Shares which have not been tendered pursuant to the
Tender Offer. Accordingly:
-- the Invesco Funds will not be entitled to vote on the Whitewash Resolutions; and
-- Shareholders tendering Ordinary Shares pursuant to the Tender
Offer will not be entitled to vote on the Whitewash Resolutions in
respect of any Ordinary Shares tendered pursuant to the Tender
Offer.
Further information required pursuant to the Takeover Code to be
disclosed in relation to the Rule 9 Waivers, the WLR Funds and the
Concert Party will be set out in the Circular.
Related Party Transaction
Under the AIM Rules for Companies, the WLR Funds are deemed to
be related parties of the Company. This is because the Invesco
Funds are substantial shareholders in the Company and the WLR Funds
are deemed to be connected to the Invesco Funds as a result of WL
Ross & Co. and IAML both being wholly owned indirect
subsidiaries of Invesco.
The Directors consider, having consulted with Cenkos, the
Company's nominated adviser, that the terms of the Share
Subscription are fair and reasonable insofar as Shareholders are
concerned.
The effect of the Tender Offer and Share Subscription will be to
increase the cash reserves and issued share capital of the
Company.
Proposed Amendment to the terms of the Placee Warrants, the
Placee B Warrants and the Founder Warrants
As part of the proposals, it is proposed that the Placee
Warrants are amended by inter alia:
-- extending the period within which the percentage of "Fully
Diluted Share Capital" (as defined in the Placee Warrant
Instrument) that the Placee Warrants are entitled to subscribe for
increases on account of issues of further Ordinary Shares or the
grant of rights to subscribe for Ordinary Shares from 30 calendar
months following the First Admission Date to 36 calendar months
following Admission;
-- increasing the maximum aggregate percentage of the Fully
Diluted Share Capital for which all Placee Warrants can subscribe
from 7.4 per cent. to 10.6 per cent;
-- excluding the Share Subscription, the Tender Offer, the issue
of Founder Warrants (described below) or the issue or exercise of
New Warrants or Founder Warrants from the "Anti-Dilution
Provisions" constituting the Placee Warrants;
-- providing that the New Warrants shall have the same rights as
the existing Placee Warrants and shall be deemed to form part of
the same series of Warrants as the existing Placee Warrants;
and
-- making any and all such other consequential amendments
required to be made to give effect to the foregoing amendments and
the proposals contemplated by this Circular.
Except for the amendment referred to in the second bullet point
above, pursuant to the terms of the Founder Warrants and the Placee
B Warrants, the holders thereof will be deemed to have agreed to a
modification of the terms of the Founder Warrants and the Placee B
Warrants (as the case may be) in the same terms, mutatis mutandis,
as the modification of the terms of the Placee Warrants.
Accordingly, the Founder Warrants and the Placee B Warrants will be
amended in the same terms as the Placee Warrants upon the
Warrantholders' Resolution taking effect.
Proposed Issue of Founder Warrants to Shareholders
On First Admission, the Board delegated authority to the
Remuneration Committee to grant Founder Warrants to subscribe for,
in aggregate, up to 2.5 per cent. of the Fully Diluted Share
Capital of the Company at 130 pence per Ordinary Share as was
detailed in the Admission Document. It was anticipated at that time
that Founder Warrants would only be granted to the Chairman,
Kinmont and Cenkos in recognition of their work in originating and
developing the Company's investment proposition and that the number
of Ordinary Shares over which the Founder Warrants would be granted
would be limited to a maximum total number of Ordinary Shares.
Since First Admission, only Lord Levene has been issued with
Founder Warrants, entitling him to subscribe for 0.7278 per cent.
of the Fully Diluted Share Capital of the Company. The Chairman has
agreed, subject to Admission, to surrender and cancel the Founder
Warrants issued to him. No Founder Warrants have been issued to
anyone else.
It is now proposed that, conditional on Admission, Founder
Warrants will be issued to each of Kinmont and Cenkos and also to
all Shareholders who hold Ordinary Shares as at the Founder Warrant
Record Date (excluding, for the avoidance of doubt, any Ordinary
Shares which are subject to the Tender Offer). The Founder Warrants
will entitle the holders thereof to subscribe for, in aggregate, up
to 2.5 per cent. of the Fully Diluted Share Capital of the Company
at 130 pence per Ordinary Share and will not be subject to any
limitation on the number of Ordinary Shares which this may
represent (other than the limit on the time period within which the
percentage of Fully Diluted Share Capital is to be calculated,
being currently 30 calendar months from the First Admission Date
and, subject to passing of the Warrantholders' Resolution, is
proposed to be 36 calendar months following Admission). It is
proposed that Founder Warrants be issued to each of Kinmont, Cenkos
and Shareholders (pro rata to the number of Ordinary Shares held by
each such Shareholder as at the Founder Warrant Record Date) such
that:
-- Kinmont will hold Founder Warrants entitling it to subscribe
for, in aggregate, approximately 0.44 per cent. of the Fully
Diluted Share Capital of the Company;
-- Cenkos will hold Founder Warrants entitling it to subscribe
for, in aggregate, approximately 0.44 per cent. of the Fully
Diluted Share Capital of the Company; and
-- Shareholders on the Company's register of members as at the
Founder Warrant Record Date (including the WLR Funds) will hold in
aggregate, Founder Warrants entitling them to subscribe for
approximately 1.63 per cent. of the Fully Diluted Share Capital of
the Company.
Save for the issue of Founder Warrants to the WLR Funds, Founder
Warrants will not be issued to Shareholders with registered
addresses in any Prohibited Territory or to persons whom the
Company knows to be trustees, nominees or custodians holding
Ordinary Shares for such persons unless such Shareholders can
demonstrate to the satisfaction of the Company that the issue of
Founder Warrants to such Shareholders will not breach applicable
local securities laws and indemnify the Company in respect of any
such breach.
The Tender Offer
Although the Directors no longer intend to pursue their current
plans to wind up the Company if the Share Subscription completes,
they consider that it is appropriate that Shareholders are
nonetheless given the opportunity to realise some or all of their
shareholdings in the Company at this point in time.
The Directors are therefore proposing that the Company should
make a Tender Offer to purchase up to 18,924,848 existing Ordinary
Shares, representing approximately 37.8 per cent. of the Company's
current issued ordinary share capital, at 39 pence per Ordinary
Share. This represents the estimated net asset value of the Company
and what Shareholders would otherwise be entitled to receive on a
winding up. It also represents a discount of 0.5 pence to the
closing middle market price of the Ordinary Shares of 39.5 pence
per share as derived from the London Stock Exchange for 11 December
2012. The Tender Offer will close at 1 p.m. on 4 January 2013.
The Tender Offer will be open to all Shareholders on the
Company's share register on the Record Date. Certain Shareholders
in respect of an aggregate of 62.19 per cent. of the Existing
Ordinary Shares have irrevocably committed not to tender such
Ordinary Shares under the Tender Offer. As a result, Shareholders
who have not irrevocably committed not to tender their Ordinary
Shares will, if they so choose, be able to sell all of the Ordinary
Shares they hold in the Company pursuant to the Tender Offer.
Board Changes
It is proposed that with effect from Admission:
-- Wilbur L. Ross Jr. will be appointed as a non-executive
Director and Chairman of the Company (further details regarding
Wilbur L. Ross Jr. will be contained in the Circular);
-- Lord Levene will stand down as a non-executive Director and Chairman of the Company;
-- Gary Hoffman will stand down as a Director and CEO of the Company; and
-- Lord Forsyth will stand down as a non-executive Director of the Company.
Lord Brennan of Bibury Q.C. will remain as a non-executive
Director of the Company.
Irrevocable undertakings
Under irrevocable undertakings received by the Company:
-- Shareholders in respect of Ordinary Shares representing 62.19
per cent. of the Company's existing Ordinary Share capital have
irrevocably committed not to tender such Ordinary Shares pursuant
to the Tender Offer;
-- Shareholders in respect of Ordinary Shares representing 71.59
per cent. of the Company's existing Ordinary Share capital and
Warrants representing 68.78 per cent. of the votes that may be cast
in relation to the Warrantholders' Resolution have irrevocably
committed to vote such Ordinary Shares and Warrants in favour of
the Shareholder Resolutions (other than the Whitewash Resolutions)
and the Warrantholders' Resolution respectively;
-- Independent Shareholders in respect of Ordinary Shares
representing at least 59.59 per cent. of the Ordinary Share capital
held by Independent Shareholders who may vote on the Whitewash
Resolutions have irrevocably committed to vote in favour of the
Whitewash Resolutions (the percentage of the Ordinary Shares which
may be voted on the Whitewash Resolutions which the Ordinary Shares
subject to these undertakings represent will increase above 59.59
per cent. to the extent that Shareholders tender Ordinary Shares
pursuant to the Tender Offer); and
-- a Shareholder holding a contract for difference in respect of
Ordinary Shares representing 7.96 per cent. of the Company's
existing Ordinary Shares (and 11.32 per cent. of the issued
Ordinary Share capital held by Independent Shareholders who have
not irrevocably committed to tender their Ordinary Shares) has
irrevocably agreed to use reasonable endeavours to acquire the
underlying Ordinary Shares to which such contract for difference
relates and to vote them in favour of the Shareholder
Resolutions.
Recommendation
The Circular contains detailed information regarding the Share
Subscription, the amendment to terms of Placee Warrants, Founder
Warrants and Placee B Warrants, the Tender Offer for existing
Ordinary Shares, the issue of Founder Warrants and the Rule 9
Waivers and explains why the Board unanimously recommends that:
-- all Independent Shareholders vote in favour of the Whitewash Resolutions;
-- all Shareholders vote in favour of the Special Resolutions to
be proposed at the General Meeting; and
-- all Warrantholders vote in favour of the Warrantholders' Resolution to be proposed at the Warrantholders' Meeting.
A copy of the circular, when published, will also be available
on the Company's website at www.nbnkinvestmentsplc.co.uk
- Ends -
For further information contact:
Cenkos Securities plc (Nominated
adviser and broker)
Ian Soanes
Ivonne Cantu +44 20 7397 8900
Pelham Bell Pottinger
Olly Scott +44 20 7861 3232
APPENDIX 1
DEFINITIONS
"Admission" the admission of the Subscription
Shares to trading on AIM becoming
effective pursuant to paragraph 6
of the AIM Rules for Companies
"Admission Document" the Company's Admission Document,
dated 17 August 2010, relating to
First Admission
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules for Companies" the rules for AIM companies published
by the London Stock Exchange
"Board" or "Directors" the directors of the Company for the
time being
"Cenkos Securities" or "Nominated Cenkos Securities plc
Adviser"
"Circular" the circular to be sent to Shareholders
detailing the Share Subscription,
Tender Offer and related matters and
convening the General Meeting and
the Warrantholders' Meeting
"Companies Act" the Companies Act 2006 (as amended)
"Company", "NBNK" or "NBNK NBNK Investments plc, incorporated
Investments" and registered in England and Wales
with registered no. 07303316
"First Admission" the admission of the existing issued
Ordinary Shares to trading on AIM
which became effective pursuant to
paragraph 6 of the AIM Rules and which
occurred on the First Admission Date
"First Admission Date" 20 August 2010
"First Whitewash Resolution" the shareholder resolution to approve
the waiver by the Panel of any obligation
which would otherwise be imposed on
the WLR Funds either individually
or collectively, under Rule 9 of the
Takeover Code, as a result of the
Share Subscription and any exercise
of Warrants by the WLR Funds
"Founder Warrants" the warrants which were to be issued
to the Original Founders as at Admission
as set out in the Admission Document
"Founder Warrant Record 8.30 a.m. on the date of Admission
Date"
"Fully Diluted Share Capital" at any time during the period from
(and including) the First Admission
Date, the number of Ordinary Shares
in issue at the relevant time if:
(a) all the issued and outstanding
Warrants had been exercised in full;
and (b) all Ordinary Shares capable
of being issued by the Company pursuant
to all other outstanding Options,
Convertible Securities or other rights
to subscribe for shares or securities
capable of being issued by way of
Share Equivalents (as such terms are
defined in Part 4 of the Admission
Document) (including, for the avoidance
of doubt, any Ordinary Shares issued
pursuant to any employee share options,
employee share purchase plans or any
other form of equity based compensation
granted to employees or officers of
the Group) had been issued, subject
to a cap after a prescribed period
of time
"Fund V GP" WLR Recovery Associates V LLC
"General Meeting" the Company's general meeting (or
any adjournment therof) to be convened
to approve the Shareholder Resolutions
"IAML" Invesco Asset Management Limited
"Independent Shareholders" Shareholders other than the Invesco
Funds and any nominees holding on
behalf of the Invesco Funds
"Institutional Shareholders" the First Admission Placees other
than the directors of the Company
at First Admission, AJ Bell (PP) Trustees
Limited (as trustees of Lord Forsyth's
self-invested personal pension plan)
and the Original Founders
"Invesco Funds" IPIF and IPHIF
"Invesco" Invesco Ltd
"IPC" Invesco Private Capital, Inc.
"IPIF" Invesco Perpetual Income Fund
"IPHIF" Invesco Perpetual High Income Fund
"Kinmont" Kinmont Limited
"London Stock Exchange" the London Stock Exchange plc
"New Warrants" the new Placee Warrants to be issued
to the WLR Funds on the same terms
as the existing Placee Warrants (subject
to the amendments to the Placee Warrant
Instrument proposed pursuant to the
Warrantholders' Resolution)
"Nominee Shareholder" a Shareholder who holds the legal
title to Ordinary Shares the beneficial
interest of which is held by another
person or persons
"Non-Tendered Ordinary Shares" Ordinary Shares not tendered pursuant
to the Tender Offer
"Ordinary Shares" ordinary shares of 10 pence each in
the share capital of the Company
"Original Founders" Lord Levene, Cenkos Securities and
Kinmont
"Panel" the Panel on Takeovers and Mergers
"Parallel Fund GP" Invesco WLR V Associates LLC
"Placee B Warrants" the Warrants issued to First Admission
Placees other than the Institutional
Shareholders, as set out in the Admission
Document
"Placee Warrants" the Warrants that were issued to the
Institutional Shareholders at First
Admission as set out in the Admission
Document
"Prohibited Territory" the United States, Australia, Canada,
Japan, South Africa and the Republic
of Ireland
"Record Date" 6pm on 12 December 2012
"Rule 9 Waivers" the waivers by the Panel of:
(a) any obligation which would otherwise
be imposed on the WLR Funds either
individually or collectively, under
Rule 9 of the Takeover Code, as a
result of the Share Subscription and
any exercise of Warrants by the WLR
Funds, subject to and conditional
on the passing of the First Whitewash
Resolution; and
(b) any obligation which would otherwise
be imposed on the members of the Concert
Party, either individually or collectively,
under Rule 9 of the Takeover Code,
as a result of the Share Subscription,
Tender Offer and any exercise of Warrants
by any member of the Concert Party,
subject to and conditional on the
passing of the Second Whitewash Resolution
"Second Whitewash Resolution" the resolution to approve the waiver
by the Panel of any obligation which
would otherwise be imposed on the
members of the Concert Party, either
individually or collectively, under
Rule 9 of the Takeover Code, as a
result of the Share Subscription,
Tender Offer and any exercise of Warrants
by any member of the Concert Party
"Shareholder" a holder of Ordinary Shares
"Shareholder Resolutions" the resolutions to be put to Shareholders
at the General Meeting
"Share Subscription" the conditional Share Subscription
of the Subscription Shares by the
WLR Funds at the Subscription Price
pursuant to the Subscription Agreement
"Subscription Agreement" the conditional agreement between
the Company, WL Ross & Co., the WLR
Funds and Fund V GP relating to the
Share Subscription
"Subscription Price" 39 pence per Subscription Share
"Subscription Shares" the new Ordinary Shares to be issued
and allotted pursuant to the Share
Subscription
"subsidiary" as defined in sections 1158 and Schedule
6 of the Companies Act
"Takeover Code" the City Code on Takeovers and Mergers
"Tender Offer" the invitation to be made by the Company
to Shareholders to tender Ordinary
Shares together with the Corresponding
Warrant Quota for such Ordinary Shares
on the terms and subject to the conditions
set out in this Circular and the accompanying
forms
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"UK Listing Authority" the Financial Services Authority acting
in its capacity as the competent authority
for the purposes of Part VI of the
Financial Services and Markets Act
2000 and in the exercise of its functions
in respect of admission to the Official
List
"Warrant Certificate" a warrant certificate relating to
any of the Warrants
"Warrantholders" the holders of Placee Warrants
"Warrantholders' Meeting" the meeting of Warrantholders (or
any adjournment thereof) to be convened
to approve the Warrantholders' Resolution
"Warrantholders' Resolution" the resolution to be put to the Warrantholders
at the Warrantholders' Meeting seeking
consent from Warrantholders, in accordance
with the terms of the Placee Warrants,
to the amendments to the terms of
the Placee Warrants described in this
announcement
"Warrants" the Placee B Warrants, the Placee
Warrants, the New Warrants and the
Founder Warrants
"Whitewash Resolutions" the First Whitewash Resolution and
the Second Whitewash Resolution
"WL Ross & Co." WL Ross & Co. LLC, a Delaware limited
liability company with a principal
place of business at 1166 Avenue of
the Americas, New York, New York 10036
"WLR Funds" WLR Recovery Fund V and WLR V Parallel
ESC
"WLR Recovery Fund V" WLR Recovery Fund V, L.P.
"WLR V Parallel ESC" WLR V Parallel ESC, L.P.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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