NBNK Investments Plc : Result of Tender Offer

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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 ratato 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:

	Number	% of Vote	% of Issued 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:

	Number	% of Vote	% of Issued 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 Placee Warrants voted	% of Vote	% of Total Placee Warrants 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	[phone]
Kinmont James Local	[phone]

This information is provided by RNS

The company news service from the London Stock Exchange

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