NAMA has invested €49m in NAMAIL, receiving 49 million A ordinary shares. The remaining €51m was invested in NAMAIL by private investors, each receiving an equal share of 51 million B ordinary shares. Under the terms of a shareholders’ agreement between NAMA and the private investors, NAMA may exercise a veto over decisions taken by NAMAIL. As a result of this veto, the private investors’ ability to control the financial and operating policies of the entity is restricted and NAMA has effective control of the company. By virtue of this control NAMA has consolidated NAMAIL and its subsidiaries and the 51% external investment in NAMAIL is reported as a non-controlling interest in these financial statements.

37.1 Subsidiaries

The NAMA Group structure is set out in Note 1 to the Financial Statements. The subsidiary undertakings and percentage ownership of NAMA in those subsidiaries are as follows:

Group Subsidiary	Percentage ownership	Percentage voting rights	Principal Activity	Country of incorporation
National Asset Management Agency Investment Limited	49%	100%	Holding company and lending	Ireland
National Asset Resolution Limited (in Voluntary Liquidation)	49%	100%	Securitisation and asset management	Ireland
National Asset Management Limited	49%	100%	Debt issuance	Ireland
National Asset Management Group Services Limited	49%	100%	Holding company, securitisation and asset management	Ireland
National Asset Loan Management Limited	49%	100%	Securitisation and asset management	Ireland
National Asset Property Management Limited	49%	100%	Real estate	Ireland
National Asset Management Services Limited	49%	100%	Holding company for shareholding in a general partnership	Ireland
National Asset JV A Limited	49%	100%	Investment in a partnership as a limited partner	Ireland
National Asset Residential Property Services Limited	49%	100%	Provision of residential properties for the purposes of social housing	Ireland
National Asset Sarasota Limited Liability Company	49%	100%	Acquisition of certain property assets located in the US in settlement of debt owed to NAMA	US
National Asset Leisure Holdings Limited (in Voluntary Liquidation)	49%	100%	Holding Company	Ireland
RLHC Resort Lazer SGPS, S.A.	49%	100%	Facilitate legal restructure	Portugal
RLHC Resort Lazer II SGPS, S.A.	49%	100%	Facilitate legal restructure	Portugal

37.2 Investment in subsidiaries

Agency	2014 €’000	2013 €’000
49,000,000 shares in NAMAIL	49,000	49,000

In 2010 the Agency made an investment of €49m in NAMAIL.

At the reporting date, all subsidiaries have their registered offices in Treasury Building, Grand Canal Street, Dublin 2, with the exception of RLHC and RLHC II. The registered office of RLHC I and RLHC II is Rua Garrett, n.º 64, 1200-204 Lisbon, Portugal.

37.3 Details of non-wholly owned subsidiaries where NAMA has a material non-controlling interest

The remaining 51% of the subsidiaries listed in Note 37.1 is owned by the private investors, by virtue of their 51% ownership in NAMAIL.

A dividend was paid to the private investors during the year of €1.5m (2013: €2.1m). The private investors have no further interest in the group activities or cashflows. Profit of €nil was allocated to the non controlling interest during the year (2013: €nil). Accumulated non controlling interest at the end of the reporting period was €nil (2013: €nil).

Profits or losses which may arise are allocated to the non controlling interest in accordance with accounting policy 2.27.

37.4 Details of non-consolidated subsidiaries

National Asset Resolution Limited (in Voluntary Liquidation)

On 7 February 2013, joint Special Liquidators were appointed to IBRC under the Irish Bank Resolution Corporation Act 2013. On 11 February 2013, NAMA established a new NAMA Group Entity, National Asset Resolution Limited (in Voluntary Liquidation) (NARL). The entity was formed in response to a Direction issued by the Minister for Finance under the Irish Bank Resolution Corporation Act 2013 to NAMA to acquire a loan facility deed and floating charge over certain IBRC assets. Consideration was in the form of Government Guaranteed debt securities and cash. The debt securities were issued by NAML and transferred to NARL (in Voluntary Liquidation) via a profit participating loan facility. NARL (in Voluntary Liquidation) is a 100% subsidiary of NAMAIL.

NARL (in Voluntary Liquidation) is the senior creditor of IBRC (in liquidation), therefore funds received by the joint Special Liquidators were used to reduce the loan facility deed in the first instance. NAMA had no involvement in the IBRC liquidation process and the NAMA financial statements recognise funds received from the joint Special Liquidators and other transactions to facilitate the orderly wind up of IBRC arising from the Minister’s directions under the Act. On 22 April 2014, the Minister announced that no assets would transfer to NAMA from IBRC (in liquidation). The loan facility deed was fully repaid on 22 October 2014, and NARL was placed into voluntary liquidation by its members on 18 December 2014.

National Asset Leisure Holdings Limited (in Voluntary Liquidation)

On 10 January 2014, NAMA established a new subsidiary National Asset Leisure Holdings Limited (in Voluntary Liquidation) (NALHL). NALHL (in Voluntary Liquidation) is a wholly owned subsidiary of NAPML and was established to acquire 100% of the share capital of two Portuguese entities, RLHC and RLHC II.

The establishment of these entities was required to facilitate the legal restructure of a number of entities with Portuguese property assets. Following the completion of the legal restructure, NALHL (in Voluntary Liquidation) was placed into liquidation on 18 December 2014. The control of NALHL (in Voluntary Liquidation) is with the liquidator who will realise the assets of the Company.

As the liquidator has assumed the rights of the shareholder and now controls both NARL (in Voluntary Liquidation) and NALHL (in Voluntary Liquidation), NARL (in Voluntary Liquidation), NALHL (in Voluntary Liquidation) and its subsidiaries, RLHC I and RLHC II, are not consolidated into the results of the NAMA Group.

See Note 39.6 for details of the assets held by these companies.