TIDMNBNK
RNS Number : 1092V
NBNK Investments PLC
08 January 2013
NBNK Investments plc
('NBNK' or the 'Company')
Announcement of results of the General Meeting and the
Warrantholders' Meeting
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE
THE LAW OF THAT JURISDICTION
NBNK Investments plc is pleased to announce that at the General
Meeting and the Warrantholders' Meeting held earlier today,
Shareholder Resolutions and the Warrantholder's Resolution in
connection with the Tender Offer and Share Subscriptions were duly
passed. The results of the General Meeting and the Warrantholders'
Meeting are set out in detail below.
Accordingly, subject to and conditional on Admission, the
Company will proceed with the purchase of Ordinary Shares pursuant
to the Tender Offer and the issue and allotment of Ordinary Shares
pursuant to the Share Subscription.
It is anticipated that Admission will occur at 8:00am on Friday
11 January 2013 which will also constitute the Founder Warrant
Record Date for determining which Shareholders are entitled to be
issued with a share of Founder Warrants entitled to subscribe for,
in aggregate, approximately 1.63 per cent. of the Fully Diluted
Share Capital, pro rata to the number of Ordinary Shares held by
them as at 8:00am on Friday 11 January 2013.
As a result of the Share Subscription, the WLR Funds will hold
16,077,597 Ordinary Shares which will be equal to 29.9 per cent of
the issued Ordinary Share capital of the Company on Admission. The
maximum potential controlling position of the WLR Funds, assuming
(i) full exercise of all New Warrants and Founder Warrants proposed
to be issued to the WLR Funds (subject to and conditional on
Admission) and (ii) no Warrants are exercised by any other party,
will be 32.1 per cent. The combined maximum potential controlling
position of the WLR Funds and the Invesco Funds (together the
"Concert Party") assuming (i) full exercise of all Warrants
proposed to be issued to and already held by the Concert Party and
(ii) no Warrants are exercised by any other party, will be 59.9 per
cent.
It is anticipated that CREST account holders who have tendered
Ordinary Shares pursuant to the Tender Offer will have their CREST
accounts credited for revised holdings of Ordinary Shares following
the Tender Offer on or around 11 January 2013 and that cheques will
be dispatched for certificated Ordinary Shares purchased pursuant
to the Tender Offer and payment through CREST for uncertificated
Ordinary Shares purchased pursuant to the Tender Offer will be made
on or around 14 January 2013.
General Meeting
Ordinary Resolutions
Resolution 1: Waiver of Rule 9 of the City Code for the WLR
Funds to make a general offer
The resolution was carried unanimously on a poll vote, and the
total number of proxy votes in respect of validly appointed proxies
was as follows:
Number % of Vote % of Issued
Capital
---------- ----------- ---------- ------------
For: 21,025,533 100 42.01
---------- ----------- ---------- ------------
Against: 0 0 0
---------- ----------- ---------- ------------
Abstain 0 0 0
---------- ----------- ---------- ------------
TOTAL: 21,025,533 100 42.01
---------- ----------- ---------- ------------
Resolution 2: Waiver of Rule 9 of the City Code for the Concert
Party to make a general offer
The resolution was carried unanimously on a poll vote, and the
total number of proxy votes in respect of validly appointed proxies
was as follows:
Number % of Vote % of Issued
Capital
---------- ----------- ---------- ------------
For: 21,025,533 100 42.01
---------- ----------- ---------- ------------
Against: 0 0 0
---------- ----------- ---------- ------------
Abstain 0 0 0
---------- ----------- ---------- ------------
TOTAL: 21,025,533 100 42.01
---------- ----------- ---------- ------------
Special Resolutions
Resolution 3: Proposed issue of Ordinary Shares, Warrants and
Founder Warrants
The resolution was carried unanimously on a poll vote, and the
total number of proxy votes in respect of validly appointed proxies
was as follows:
% of Vote % of Issued
Number Capital
---------- ----------- ---------- ------------
For: 44,902,508 100 89.72
---------- ----------- ---------- ------------
Against: 0 0 0
---------- ----------- ---------- ------------
Abstain 0 0 0
---------- ----------- ---------- ------------
TOTAL: 44,902,508 100 89.72
---------- ----------- ---------- ------------
Resolution 4: Proposed purchase of Ordinary Shares
The resolution was carried unanimously on a poll vote, and the
total number of proxy votes in respect of validly appointed proxies
was as follows:
% of Vote % of Issued
Number Capital
---------- ----------- ---------- ------------
For: 44,902,508 100 89.72
---------- ----------- ---------- ------------
Against: 0 0 0
---------- ----------- ---------- ------------
Abstain 0 0 0
---------- ----------- ---------- ------------
TOTAL: 44,902,508 100 89.72
---------- ----------- ---------- ------------
Warrantholders' Meeting
Warrantholder Resolution: Proposed amendment to the Placee
Warrant Instrument
The resolution was carried unanimously on a poll vote, and the
total number of proxy votes in respect of validly appointed proxies
was as follows:
Number (%) % of Vote % of Total
of Placee Warrants Placee Warrants
voted eligible to
vote
---------- -------------------- ---------- -----------------
For: 4.733996 100 63.97
---------- -------------------- ---------- -----------------
Against: 0 0 0
---------- -------------------- ---------- -----------------
Abstain 0 0 0
---------- -------------------- ---------- -----------------
TOTAL: 4.733996 100 63.97
---------- -------------------- ---------- -----------------
NB: Placee Warrants representing 7.4003% of the Fully Diluted
Share Capital are in existence and were eligible to vote and of
these, votes representing 4.733996% of the Fully Diluted Share
Capital were received as shown in the table.
Terms used in this press release that are defined in the
Circular have the same meaning as given to them in the
Circular.
- Ends -
For further information contact:
Cenkos Securities plc (Nominated
adviser and broker)
Ian Soanes
Ivonne Cantu +44 20 7397 8900
Kinmont
James Local +44 20 7087 9100
This information is provided by RNS
The company news service from the London Stock Exchange
END
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