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NBNK Investments PLC (NBNK)

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Thursday 13 December, 2012

NBNK Investments PLC

Proposed Share Subscription

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 £8.3 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 £12.11 billion of assets under management and IPIF (the other Invesco Fund currently holding Ordinary Shares in the Company) held £9.28 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 Adviser"

Cenkos Securities plc

 



"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 Investments"

 

NBNK Investments plc, incorporated 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 Date"

 

8.30 a.m. on the date of Admission

"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
 
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