NBNK INVESTMENTS PLC 
By ?
NBNK Investments plc
('NBNK' or the 'Company')
Admission of Subscription Shares to Trading on AIM
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
Following the announcement by NBNK confirming the results of the General Meeting and the Warrantholders' Meeting on 8 January 2013, NBNK announces that 16,077,597 Ordinary Shares of 10 pence each in the capital of the Company have been issued to the WLR Funds and were admitted to trading on AIM at 8.00 a.m. on 11 January 2013.
The WLR Funds have also been issued with Placee Warrants entitled to subscribe for Ordinary Shares representing 2.4092 per cent of the Fully Diluted Share Capital and Founder Warrants entitling them to subscribe for 0.4859 per cent of the Fully Diluted Share Capital of the Company.
Following Admission, the Company's issued share capital consists of 53,771,229 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, NBNK under the FSA's Disclosure and Transparency Rules.
Board changes:
Further to Admission, the following board changes previously referenced in the shareholder circular of the Company dated 13 December 2012 (the "Circular") have now become effective:
§ Wilbur L. Ross, Jr. has been appointed as a non-executive Director and Chairman of the Company (further details regarding Wilbur L. Ross, Jr. are set out in the Appendix);
§ Lord Levene has resigned as a non-executive Director and Chairman of the Company;
§ Gary Hoffman has resigned as a Director and CEO of the Company; and
§ Lord Forsyth has resigned as a non-executive Director of the Company.
Terms used in this announcement 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 |
APPENDIX
WILBUR L. ROSS JR.
In addition to the proposed directorship of the Company, Wilbur L. Ross, Jr. (aged 75) holds, or has held, the following directorships and is or has been a member of the following partnerships within the past five years:
Current directorships/ partnerships | Previous directorships/ partnerships |
781 Associates LLC Absolute Recovery Advisors, L.P. Absolute Recovery Capital Partners LLC Absolute Recovery Hedge Fund LTD. Absolute Recovery Hedge Fund, L.P. Absolute Recovery (TALF) Investments LLC Absolute Recovery Master Fund LTD Absolute Recovery SUB LLC Air Lease Corporation Apparel Fabrics Properties, Inc. Arcelor Mittal Asia Recovery Associates L.P. Asia Recovery Co-Investment Partners L.P. Asia Recovery Fund L.P. Assured Guaranty Ltd. BankUnited, Inc. BriarCliffe, Inc. Briarcliffe Condominium Apartment Building Association Brickell Bayview Investors LLC Brookings Economic Studies Council Broomfield Hotel Investor LLC Broomfield Hotel Manager, LLC Broomfield Hotel Owner JV, LLC Burlington Industries LLC Carlisle Finishing LLC Compagnie Européenne des Wagons S.à r.l. Cone Foreign Trading LLC DSS Holdings L.P. DSS Holding GP LTD El Vedado LLC Euro Wagon II L.P. Euro Wagon L.P. Euro Wagon II LTD Euro Wagon LTD EXCO Resources, Inc. Fifth Street Towers Investors LLC Global Investment Partners I, L.P. Global Investment Partners II, L.P. Global Investment Partners III, L.P. Global Investment Management, LLC GS/WLR Master Co-Investment SLP, L.P. Harvard Business School, Dean's Advisory Board Harvard Business School Club of New York, Inc. Huaneng Invesco WLR Investment Consulting Company Ltd. IMRF Fifth Street Manager LLC IMRF Fifth Street Member, LLC IMRF Hotel Member, LLC IMRF Loan Portfolio Member LLC India Asset Recovery Associates LLC India Asset Recovery Fund Limited India Asset Recovery Fund LP India Asset Recovery GP LTD India Asset Recovery Management Limited Indiana Retail Manager LLC Indiana Retail Member LLC International Automotive Components Group Brazil, LLC International Automotive Components Group North America, LLC International Textile Group, Inc. International Textile Holdings, Inc. Invesco Legacy Securities Feeder Fund, LP Invesco Legacy Securities Offshore Feeder Fund LP (Cayman) Invesco Mortgage Recovery Feeder Fund, LP Invesco Mortgage Recovery Loans AIV LP Invesco Mortgage Recovery Loans Feeder Fund (Cayman) LP Invesco Mortgage Recovery Loans Feeder Fund LP Invesco Mortgage Recovery Master Fund, LP Invesco Mortgage Recovery Master Loans AIV LP Invesco Mortgage Recovery Offshore Feeder Fund, LP (Cayman) Invesco Mortgage Recovery Master Associates, LLC Invesco Private Capital, Inc. Invesco Private Capital Investments, Inc. Invesco SPPIF (GP) Feeder Fund LLC Invesco WLR IV Associates LLC Invesco WLR Limited Invesco WLR V Associates LLC IPE Euro Wagon L.P. Market Square Investors LLC Market Square Manager LLC Market Square Member LLC Nano-Tex, Inc. Navigator Holdings Ltd. Newcoal LLC New Textile Co. New Textile Holdings Co. NT Holdings I LLC OCM, Limited Ohizumi Manufacturing, Inc Palm Beach Civic Association Pan-Ross L.P. Plascar Industry Comps. Plasticos LTDA Plascar Participacoes Industrials S.A Resi Whole Loan II LLC Resi Whole Loan III LLC Resi Whole Loan IV LLC Resi Whole Loan V LLC Resi Whole Loan VI LLC Ross CG Associates L.P. Ross CG Cypress Associates LLC Ross CG GP LLC Ross CG Management LP Ross CG Pearl Associates, LLC Ross Expansion Associates L.P. Ross Expansion FLP LP Ross Expansion GP LLC Ross FOF LLC Shackleford Crossings Investors, LLC Shackleford Crossings Member, LLC Sun Bancorp, Inc. Taiyo Fund GP LLC Taiyo Fund Management LLC Taiyo Fund, L.P. Talmer Bancorp, Inc. The Committee on Capital Market Regulation, Inc. The Governor and Company of the Bank of Ireland The Japan Society, Inc. Wilbur Ross LLC WL Ross & Co. (India) LLC WL Ross & Co., LLC WL Ross (India) Private Limited WL Ross DIP Management LLC WL Ross GP LLC WL Ross Group (Cayman) LTD WL Ross Group, LP WL Ross M&T LLC WL Ross-Greenbrier Rail Holdings I LLC WL Ross-Greenbrier Rail Holdings II LLC WL Ross-Greenbrier Rail I LLC WL Ross-Greenbrier Rail II LLC WLR Acquisition Corp. WLR AGO Co-Invest, L.P. WLR AHM Co-Invest, L.P. WLR Apparel Fabric Properties, Inc. WLR Burlington Acquisition, LLC WLR Burlington Finance Acquisition LLC WLR Burlington House Acquisition, LLC WLR Capital Partners LLC WLR Carlisle LLC WLR CB AcquisitionCo, LLC WLR China Energy Associates Ltd. WLR China Energy CV, L.P. WLR China Energy Infrastructure Fund, LP WLR Cliffside Denim LLC WLR CLO Acquisition LLC WLR Cone Administrative Sales LLC WLR Cone Foreign Trading LLC WLR Cone Mills LLC WLR Cone Mills Acquisition LLC WLR Cone Mills Denim LLC WLR Cone Mills IP Inc. WLR Cone Mills IP LLC WLR Cone Mills Mexico LLC WLR Cone Mills Surplus LLC WLR Cone Mills Real Estate LLC WLR Denim Acquisition, LLC WLR Euro Wagon Management Ltd WLR GS Master Co-Investment LP WLR IV CLPG LP (Cayman) WLR IV Loans AIV Feeder (Cayman) LP WLR IV Loans AIV Feeder (Cayman) Ltd. WLR IV Loans AIV Feeder LP WLR IV Loans AIV LP WLR IV Parallel ESC LP WLR IV PPIP AIV Feeder, LP (Cayman) WLR IV PPIP AIV, LP WLR IV PPIP Co-Invest Loans AIV LP WLR IV PPIP Co-Invest Loans Feeder Fund (Cayman) LP WLR IV PPIP Co-Invest Loans Feeder Fund LP WLR IV PPIP Co-Invest Offshore Feeder Fund LP (Cayman) WLR IV PPIP Co-Invest, LP WLR IV RRH AIV, L.P. WLR IV RRH Blocked AIV, L.P. WLR IV RRH Feeder AIV LLC WLR IV VM II LLC WLR IV VM LLC WLR Jacquard LLC WLR LCC Holdings LLC WLR Lefrak (Northwest) LLC WLR Master Co-Investment GP, LLC WLR Master Co-Investment SLP Associates, L.P. WLR Master Co-Investment SLP GP, Ltd. WLR Nanotechnology GP LLC WLR Nanotechnology LP LLC WLR Recovery Associates II LLC WLR Recovery Associates III LLC WLR Recovery Associates IV DSS AIV GP, Ltd. WLR Recovery Associates IV DSS AIV, L.P. WLR Recovery Associates IV LLC WLR Recovery Associates LLC (formerly RRA) WLR Recovery Associates V DSS AIV GP, Ltd. WLR Recovery Associates V DSS AIV, L.P. WLR Recovery Associates V LLC WLR Recovery Fund II, L.P. WLR Recovery Fund III AIV (Offshore) L.P. WLR Recovery Fund III AIV, L.P. WLR Recovery Fund III, L.P. WLR Recovery Fund IV DSS AIV, L.P. WLR Recovery Fund IV XCO AIV I, L.P. WLR Recovery Fund IV XCO AIV II, L.P. WLR Recovery Fund IV XCO AIV III, L.P. WLR Recovery Fund IV XCO Feeder I, L.P. WLR Recovery Fund IV XCO Feeder II, L.P. WLR Recovery Fund IV XCO Feeder III, L.P. WLR Recovery Fund IV, L.P. WLR Recovery Fund L.P. WLR Recovery Fund V DSS AIV, L.P. WLR Recovery Fund V, L.P. WLR Recovery III (India) Ltd. WLR Recovery IV/ESC (India) Limited WLR Ross & Co. (India) LLC WLR SBI Acquisition Co, LLC WLR Select Associates DSS GP, Ltd. WLR Select Associates DSS, L.P. WLR Select Associates LLC WLR Select Co-Investment LP WLR Select Co-Investment XCO AIV LP WLR V Parallel ESC, L.P. WLR V RRH AIV, L.P. WLR V RRH Blocked AIV, L.P. WLR V RRH Feeder AIV LLC WLR White Oak LLC WLR Whole Loan Fund LP WLR/GS (India) Limited WLR/GS Master Co-Investment XCO AIV, L.P. WLR/IVZ Mortgage Recovery Associates LLC WLR/IVZ Resi NPL LLC WLR-Greenbrier Rail Inc. ZCS Investments LLC Terms of appointment | AH Mortgage Acquisition Co. Inc. Blue Ocean Re Holdings Ltd. BST US Holdings, Inc. Circle Star Investors LLC Circle Star Manager LLC Circle Star Member LLC Clarent Hospital Corporation Greenbrier Companies, Inc. Insuratex, Ltd. IPE Expansion Fund LP IPE-Ross Management LTD International Coal Group, Inc. International North America Investor LLC Invesco Legacy Securities Master Fund, LP Japan Real Estate Associates LLC Japan Real Estate Recovery Fund L.P. Montpellier Re Holdings Ltd. Nikko Electric Industry Co. Ltd Nippon Investment Partners LP Nippon Sawayaka Associates, LLC Panther Re Holdings Ltd. Spice Jet Limited The Sago Mine Fund Wagon plc Whitney Museum of American Art WLR Coal Holdings LLC WLR CoalQuest Holding Corp WLR IV Loans AIV Feeder (Cayman) LP WLR Panther (Offshore) Co-Invest, L.P. WLR Panther Co-Invest, L.P. WLR Recovery Fund L.P. |
The letter of appointment for Wilbur L. Ross, Jr. makes provision for a nominal one-off appointment fee of £1 to be paid on appointment. The letter contains standard provisions allowing the Company to terminate summarily for cause, such as a serious breach of the terms of the letter of appointment. The letter does not contain any provision for compensation upon early termination or any commission or profit sharing arrangements.
As at the date of this announcement and save as disclosed below, there are no further disclosures relating to Wilbur L. Ross, Jr. required under the AIM Rules for Companies.
The nature of Wilbur L. Ross, Jr.'s business involves investing in distressed companies. Over many years, funds managed by WL Ross & Co. have purchased debt and securities issued by companies that either have or are expected to file for bankruptcy or engage in out-of-court restructurings. Wilbur L. Ross, Jr. and WL Ross & Co. are typically involved in the recapitalization and recovery of these distressed companies and are not actively involved at the time they file for bankruptcy or default on their obligations. On two occasions, Wilbur L. Ross, Jr. was a director of a company when it defaulted or filed for creditor protection:
Wagon PLC ("Wagon")
Wilbur L. Ross, Jr. became a director of Wagon at the time of WL Ross & Co.'s investment in the company in April 2006. Wagon filed for administration in December 2008. Wagon's administration was brought on by the global decline in car sales and the unwillingness of certain of its investors (other than WL Ross & Co.) to lend the company additional amounts of capital. While Wilbur L. Ross, Jr. served as a director and Chairman of Wagon, he was not an executive or employee of Wagon and was not involved in day-to-day operations of the company.
Global Safety Textiles Holdings LLC ("GST")
Wilbur L. Ross, Jr. became a director of International Textile Group at the time of WL Ross & Co.'s investment in the company in August 2004. In 2006, International Textile Group formed Global Safety Textiles Holdings LLC as a wholly owned subsidiary. Wilbur L. Ross, Jr. previously served on an advisory board of GST, but he was never an executive or employee of GST and was not involved in day-to-day operations of GST. GST filed for bankruptcy protection in June 2009. GST's bankruptcy was brought on by the severe downturn in the automotive industry at the end of 2008 and beginning of 2009. GST had the support of its biggest customer and continued to run normally. WL Ross & Co. tried to propose a new investment to recapitalize GST, but it was ultimately acquired by its lenders. All debts owed by GST to any FDIC-insured depository institution were repaid in full. International Textile Group, the parent company, did not declare bankruptcy and remains in operation.
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