1st Jun 2012 07:00
NBNK Investments plc
('NBNK' or 'the Company')
Update on bidding activities and audited results for the year ending 31 December 2011
NBNK Investments plc (AIM: NBNK) announces its audited results for the year ending 31 December 2011 and provides the following update on its bidding activities.
Following Lloyds Banking Group's ('LBG') announcement that exclusive negotiations for the sale of the Verde asset package have ceased, NBNK has been in discussions with LBG following its renewed offer for the Verde asset package. These discussions and meetings have progressed positively.
Additionally, at the behest of LBG, the Company presented its plans for Verde to the FSA and has answered a number of questions relating to its renewed offer. The FSA has confirmed to NBNK that the process of engagement is satisfactory from its point of view at this stage.
NBNK remains of the belief that its offer for Verde can deliver the best operational and financial outcome for LBG and its shareholders. Since its inception NBNK's investors have remained supportive of and committed to its objectives, underlining the Company's ability to finance the acquisition of Verde.
The Company believes that Verde represents a unique opportunity to create a new nationwide entrant into high street banking which is focussed on customers and able to compete with the incumbent providers. NBNK can create what everyone wants: a safe, secure and successful UK-focused consumer and small business bank and it can be achieved years ahead of the Independent Commission on Banking's 2019 target.
NBNK's Chief Executive, Gary Hoffman, said: "Having continued to engage constructively with Lloyds, I believe we have provided sufficient information to enable negotiations to progress for the sale of Verde to NBNK."
The following is an extract from the Company's report and accounts which will be posted to shareholders on 1 June 2012 and is available on the Company's website at www.nbnkinvestmentsplc.co.uk.
Chairman and Chief Executive officer's statement
NBNK was set up to respond to the need for a new competitor in the retail banking market. We were encouraged by a number of institutional investors who were prepared to support the proposal and were able to assemble a highly experienced Board of Directors and an excellent management team.
During 2011 we pursued a number of opportunities to create a safe, secure, ring-fenced UK focused retail bank. We made several bids that, if accepted, would have been in the interests of our shareholders and the Company's broader stakeholder group. By the end of the year none of our bids had been accepted - either because we could not reach agreement on price or because of extended vendor timetables.
Following Lloyds Banking Group's (LBG) announcement early in 2011 that it wished to accelerate the Verde sales process, we made a number of proposals within the timetable and process required. By the end of the year, however, another party had been afforded 'preferred bidder' status. We believe that LBG had overlooked the relative attractiveness of our offer and are pleased, at date of writing, that we have been asked to represent our credentials.
Due to constraints placed on our ability to participate in the sale of Northern Rock, imposed by Northern Rock plc, we entered the sale late in the process and we decided to make our bid dependent upon a successful outcome in the Verde sale. The Government's timetable and a higher offer from another party resulted in Northern Rock being sold to that other party.
We undertook detailed analysis of other UK based opportunities, notably National Australia Bank's Clydesdale and Yorkshire Banks. That work and the discussions that followed did not result in a transaction which we would have been able to recommend to our shareholders.
We want to say a few words about how we went about our work in 2011. NBNK is a unique venture. Together with the Board, we were clear from the outset that the right balance needed to be struck between preparing professional, comprehensive bids which established NBNK as a credible high street challenger bank, while managing shareholders' funds effectively.
We recruited a small core team of highly qualified specialists, who were asked to make a serious commitment to NBNK in circumstances where success and long term security was by no means guaranteed and it is to the credit of all our permanent staff, contractors and external advisers alike who have contributed, and in some cases still continue to contribute, so enthusiastically to the objectives of the Company.
We resourced our bidding activities on a flexible, scalable basis. We achieved the objective of submitting a number of extremely high quality bids while conserving shareholders' funds as far as possible. In this way, we have been able to continue to pursue the Company's objective in 2012 in an efficient and cost-conscious manner and to keep the quantum of our loss in 2011 down to £23.3m (2010: loss of £1.3m) before depreciation, amortisation, share based payments and movement in derivative financial instruments.
We have produced bids of the very highest calibre and produced a proposition which we believe is capable of altering the landscape of high street retail banking for all generations of customers.
Business review
The Company was incorporated on 2 July 2010 as De Facto 9999 Plc. On 2 August 2010, it changed its name to NBNK Investments plc. The directors of the Company are:
Lord Levene of Portsoken KBE;
Lord Brennan of Bibury QC;
Lord McFall of Alcluith;
Sir David Walker;
Lord Forsyth of Drumlean;
Gary Hoffman.
The Company was established to try and launch a new UK retail and SME banking and savings operation.
The directors' strategy has been to focus on the UK market, initially in the retail banking and SME areas but, over time, with an intention to expand into retail wealth management. UK domestic banking and wealth management have historically produced a high return on equity and a relatively low volatility earnings profile. Domestic returns for the larger UK banks at group level have typically been diluted by overseas expansion and involvement in more volatile business areas such as investment and wholesale banking. The Company has focused on acquisitions as the means of commencing and scaling its banking operations in the UK and has attempted to acquire one or more established, high quality banking businesses, to be funded by further substantial fundraisings via a premium listing on the London Stock Exchange. The strategy has been to build a business that would represent approximately 4-6% of the UK banking market with a branch network of some 400-600 branches across the UK, with a focused regional strategy for Scotland, England and Wales.
The net proceeds of the Company's AIM listing have been used to build a platform from which the Company could make credible and serious bids to acquire substantial banking sector assets.
Gary Hoffman acted as Chief Executive Designate until his formal appointment to the Board on 1 May 2011 when he became Chief Executive. Working with the management team that he had put together, the focus during much of the year was on the preparation of bids to acquire assets.
The main focus through the year was on the detailed work necessary to present a comprehensive and credible bid for the Lloyds Banking Group assets known as 'Project Verde'. The Company was successful in getting through 'Round 1' of the bid process and then embarked on very significant due diligence and strategic planning work to hone a competitive 'Round 2' bid. As has been widely reported, Lloyds Banking Group ultimately chose to give exclusivity to a bid from another party on the grounds that it was better placed to deliver execution of the acquisition than NBNK. The Board would vigorously dispute that conclusion, but the fact remains that, notwithstanding the extremely thorough and professional bid that had been submitted, ultimately it was unsuccessful.
Following the removal of constraints on the Company to participate in the sale of Northern Rock plc, a bid was made by the Company in October 2011, dependent upon a successful outcome in the Verde sale. The Government's timetable and a higher offer from another party resulted in Northern Rock being sold to that other party.
The Board has also during the year been mindful of other prospective acquisitions and the Executive team were engaged on ensuring that the Company progressed fully any other opportunities that may have arisen.
Work on the bids involved a great deal of careful planning and analysis. The Executive team, engaged on contracts that provide for relatively short notice severance should an acquisition not be forthcoming, were supplemented by third party advisers on fixed contract terms and by temporary expert staff, also engaged on fixed terms that allowed for non punitive severance. Thus, while the Company quickly scaled up to resource its bids, it was able quickly to scale down again following the Lloyds Banking Group decision, with the cost base reduced to a bare minimum of circa. £400,000 per month.
Since the Company's strategy is dependent upon acquisitions, the directors will keep under review the long term prospects for the Company and, should it become clear that no substantial acquisition is achievable, they will resolve that the Company should be wound up and its remaining assets returned to shareholders.
At date of writing, the Company has re-engaged in dialogue with Lloyds Banking Group and the progress of these discussions will be a key determinant of the Company's future prospects.
Financial results
Income statement
for the year ending 31 December 2011
Year ending 31 Dec 2011 £000 | Period ending 31 Dec 2010 £000 | ||
Interest income | 310 | 125 | |
Administrative expenses | (24,589) | (1,514) | |
Operating loss | (24,279) | (1,389) | |
Decrease / (increase) in fair value of derivative financial liabilities | 1,238 | (424) | |
Loss before taxation | (23,041) | (1,813) | |
Taxation | - | - | |
Loss for the year | (23,041) | (1,813) | |
Loss per share (pence) - basic | (46.04) | (4.95) |
Statement of comprehensive income
for the year ending 31 December 2011
Year ending 31 Dec 2011 £000 | Period ending 31 Dec 2010 £000 | ||
Loss for year and total comprehensive loss for the year | (23,041) | (1,813) |
Statement of financial position
as at 31 December 2011
Year ending 31 Dec 2011 £000 | Period ending 31 Dec 2010 £000 | ||
Assets | |||
Non current assets | |||
Property, plant and equipment | 223 | 138 | |
Other intangible assets | 7 | 8 | |
Total non current assets | 230 | 146 | |
Current assets | |||
Other accrued income and prepaid expenses | 175 | 70 | |
Cash and cash equivalents | 26,412 | 47,280 | |
Total current assets | 26,587 | 47,350 | |
Total assets | 26,817 | 47,496 | |
Current liabilities | |||
Trade and other payables | 2,906 | 280 | |
Other taxation including social security | 147 | 18 | |
Derivative financial liabilities | 82 | 1,320 | |
Total current liabilities | 3,135 | 1,618 | |
Total net assets | 23,682 | 45,878 | |
Equity | |||
Called up share capital | 5,005 | 5,005 | |
Share premium | 42,595 | 42,595 | |
Capital redemption | 45 | 45 | |
Retained losses | (23,963) | (1,767) | |
Total equity | 23,682 | 45,878 |
Statement of cash flows
for the year ending 31 December 2011
Year ending 31 Dec 2011 £000 | Period ending 31 Dec 2010 £000 | ||
Operating activities | |||
Operating loss before taxation | (23,041) | (1,813) | |
Depreciation of property, plant and equipment | 100 | 10 | |
Amortisation of intangible assets | 3 | 1 | |
Share based payments - options | 767 | 46 | |
Share based payments - founder warrants | 78 | - | |
(Decrease) / increase in fair value of derivative financial instruments | (1,238) | 424 | |
Increase in receivables | (105) | (70) | |
Increase in payables | 2,755 | 298 | |
Cash flow from operating activities | (20,681) | (1,104) | |
Investing activities | |||
Acquisition of property, plant and equipment | (185) | (148) | |
Expenditure on other intangible assets | (2) | (9) | |
Cash flow from investing activities | (187) | (157) | |
Financing activities | |||
Net proceeds of increase in share capital and share warrants | - | 48,541 | |
Cash flow from financing activities | - | 48,541 | |
Net (decrease) / increase in cash and cash equivalents | (20,868) | 47,280 | |
Cash and cash equivalents at 1 January | 47,280 | - | |
Cash and cash equivalents at 31 December | 26,412 | 47,280 |
Statement of changes in equity
for the year ending 31 December 2011
Share capital
| Share premium
| Capital redemption
| Retained losses
| Total | |
£000 | £000 | £000 | £000 | £000 | |
Total equity as at 1 Jan 2011 | 5,005 | 42,595 | 45 | (1,767) | 45,878 |
Net loss and total comprehensive loss for the year | - | - | - | (23,041) | (23,041) |
Share based payments | - | - | - | 845 | 845 |
Total equity as at 31 Dec 2011 | 5,005 | 42,595 | 45 | (23,963) | 23,682 |
Annual General Meeting
The Annual General Meeting of the Company will be held on 27 June 2012 at 9.30 am at Fifth Floor, One Angel Court, London, EC2R 7HJ.
Status of the information contained in this announcement
The financial information set out above does not constitute the Company's statutory accounts for 2011. Statutory accounts for the period ending 31 December 2011 have been reported on by the Independent Auditors. The Independent Auditors' Report on the Annual Report and Financial Statements for 2011 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
The statutory accounts for the period ending 31 December 2011 will be circulated to shareholders on 1 June 2011 and will be published on the Company's website. They will be delivered to the Registrar in due course.
The financial information in this announcement has been prepared using the recognition and measurement principles of International Accounting Standards, International Financial Reporting Standards and Interpretations adopted for use in the European Union (collectively Adopted IFRSs). The accounting policies adopted in this announcement have been consistently applied and are consistent with the policies used in the preparation of the statutory accounts for the period ending 31 December 2011.
- Ends -
For further information contact:
Cenkos Securities plc (Nominated adviser and broker) Ian Soanes Ivonne Cantu
| +44 20 7397 8900
|
Pelham Bell Pottinger James Henderson Olly Scott | +44 20 7861 3232
|
About NBNK Investments
NBNK has been established to take advantage of the opportunity which exists in the UK banking and savings market to build (primarily through acquisition) a new and substantial UK bank focused on the retail and corporate SME markets. The Company has been founded by Lord Levene and a group of senior business figures, supported by a number of institutional shareholders. NBNK will focus on the UK market only, initially just in the retail banking and small and medium enterprise (SME) areas but, over time, it intends to expand into wealth management.
As a quoted entity, the Company will aim to offer investors exposure to UK retail banking through a legacy-free, focused investment in UK banking and savings. The Company does not intend to be active in areas such as wholesale, international or investment banking.
The identity and percentage holdings of significant shareholders are:
Invesco Asset Management | 29.5% |
Aviva Investors | 11.5% |
Baillie Gifford | 9.6% |
Och-Ziff Capital Management | 9.2% |
Moore Europe Capital Management | 7.9% |
Blackrock Investment Managers | 7.2% |
F&C Asset Management | 6.8% |
UBS | 5.9% |
www.nbnkinvestmentsplc.co.uk
Related Shares:
NBNK.L