This is the website of NBNK Investments Plc. The Company was admitted to AIM on 20 August 2010 and over the following two years, worked to try and establish a customer-focused bank through an acquisition that would have given the Company a foothold from which to expand. The main target was the 'Project Verde' assets being divested by the Lloyds Banking Group.
Those discussions were unsuccessful. In the second half of 2012, funds within the WL Ross & Co Group made an offer to inject new capital into the Company by taking a sizeable stake, with a view to maintaining NBNK as an AIM listed company so that it could continue its search for suitable potential acquisition targets.
At a meeting of ordinary shareholders on 8 January 2013, the Company resolved to allot shares to certain funds in the WL Ross & Co Group and to accept tender offers from any shareholder who wished to sell shares at that time.
Three members of the board stood down and Wilbur Ross was appointed as a director and Chairman of the Company. Lord Dan Brennan agreed to carry on as a director. In 2014, Wilbur stood down and I replaced him.
Our policy continued to be to maintain the Company at minimal cost while we sought appropriate opportunities to make an acquisition in the financial services sector.
The Company announced on 11 April 2016 that it was unable to progress any of the discussions with target companies which, if one or more of the targets had been acquired, would have fulfilled the Company's investing policy. It was also announced that the Directors had resolved that it was appropriate to return unused funds to shareholders and/or to wind up the Company. Consequently, the Directors have determined that it is appropriate to recommend that the Company enters into a members' voluntary liquidation (the “liquidation”) and consequently that the Company cancels its admission to AIM.
A notice of General Meeting to be held on 21 June 2016 has been sent to shareholders to approve the resolutions required for the liquidation process and for the cancellation to trading on AIM. A copy of the notice is available on the “Documents” page of the website.
Cancellation of admission to trading on AIM
Subject to the passing of the Resolutions by the requisite majority, admission of the Ordinary Shares to trading on AIM will be cancelled with effect from 7.00 a.m. on 22 June 2016, following which the Company’s ordinary shares will no longer be tradeable.
The Ordinary Shares will be suspended from trading at 7.30 a.m. on 21 June 2016 in advance of the General Meeting, as the commencement of the liquidation process will render the Company inappropriate for admission to trading on AIM. No mechanism to enable Ordinary Shares to be traded following cancellation will be made available to shareholders and the Ordinary Shares will not be transferable once the Company enters liquidation without the consent of the liquidators. In addition, on the winding-up of the Company, the Warrants will lapse in accordance with the terms of the Warrant Instruments.
Dealings and settlement
The Ordinary Shares will be disabled in CREST immediately following the appointment of the liquidators at the General Meeting.
Following completion of the liquidation process, any existing certificates in respect of Ordinary Shares will cease to have any value and any existing credit of Ordinary Shares in any stock account of CREST will become redundant.
Distribution to Shareholders
The Board anticipates that, subject to the passing of the Resolutions, the liquidators will make a first distribution to shareholders on or around 9 August 2016. It is expected that the liquidators will reserve an amount as a provision against the Company's liabilities and contingent liabilities, which includes a provision for taxation and the costs of implementing the liquidation.
Once all claims have been settled, and tax clearances have been received from HM Revenue & Customs the liquidators will then make a final distribution to shareholders, following which they will convene a final meeting of shareholders and conclude the liquidation by filing a final return at Companies House. The second and final distribution to shareholders will be made prior to the final meeting of Shareholders. Cheques (rounded down to the nearest penny) will be sent to shareholders in respect of their entitlements in the distributions pursuant to the liquidation. The actual date and amount of all distributions will be determined by the liquidators.
|Stephen L. Johnson