14th Mar 2011 07:00
NBNK Investments plc
("NBNK" or "the Company")
Audited results for the period ending 31 December 2010
NBNK Investments plc (AIM: NBNK) announces its audited results for the period ending 31 December 2010.
The following is an extract from the Company's report and accounts which will be posted to shareholders on 14 March 2011.
Chairman's statement
The UK banking sector has been severely affected by the financial crisis. A number of banks have been wholly or partially nationalised, others have been rescued through takeover by a stronger institution. There is a widespread conviction that the banking sector needs to change. These conditions present an opportunity for the emergence of a sizeable new entrant to the industry and that is what we are seeking to deliver through NBNK Investments plc - the creation through acquisition of a new and significant retail and SME bank on the High Street, which will focus on providing its customers with the positive banking experience that many feel has been lost in recent times.
When I was first approached to set up and lead the Company, I spent a considerable amount of time talking to people at the highest levels in Government, the Bank of England and the FSA. I also spoke at length with potential institutional investors. I was very encouraged by the uniformly positive response that our proposition received and became convinced that it could succeed. I was similarly encouraged when individuals of the calibre of Sir David Walker and Lords Brennan, Forsyth and McFall agreed to become directors. As a result, we have assembled a board of exceptional ability and character. Our listing on AIM was fully subscribed and the post-listing rise in share price demonstrates that there is tangible support for NBNK in the marketplace. The board is grateful to our investors, who have clearly recognised the potential in what we are trying to achieve.
The hard work of delivering the proposition began immediately after listing and has recently gained momentum with the appointment of Gary Hoffman as our Chief Executive. Gary has a wealth of banking industry experience and we are delighted that he has committed his future to NBNK. In a very short time, Gary has assembled a team of key senior banking executives who have begun the major task of preparing NBNK to meet the challenge of becoming a fully functioning bank immediately after a successful acquisition.
NBNK has made a great deal of progress very quickly and, until recently, without its own full time staff. I should like to record my thanks therefore to those who have worked on the Company's behalf to get us up and running. In particular, Gavin Kelly, John Aitken and the team at Kinmont, together with Paul Hodges, James Durkin and the Cenkos team, who developed the Company's proposition and the team at Law Debenture who have provided vital infrastructure support.
Peter Levene
Chairman
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.
The Company was established because the directors believe that conditions are right for the establishment of a new UK retail and SME banking and savings operation. The directors' vision is shared by a core group of leading institutional investors each of whom subscribed for ordinary shares when the Company listed on AIM.
The directors' strategy is 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. The directors believe that 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 is focusing on acquisitions as the means of commencing and scaling its banking operations in the UK and intends to acquire one or more established, high quality banking businesses which will be funded by further substantial fundraisings via a premium listing on the London Stock Exchange. In the short to medium term, the strategy is 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 focussed regional strategy for Scotland, England and Wales.
The net proceeds of the Company's AIM listing are being used to build a platform from which the Company can make a credible and serious bid to acquire substantial banking sector assets.
The Company has made good progress since its listing. Announcements will be made in the usual way and at appropriate times, as and when the Company's discussions progress towards acquisition.
In its early days, the Company has employed the services of third party specialists to assist in establishing its presence. These include Kinmont (financial adviser), Cenkos (Nomad and broker), Bell Pottinger (PR adviser) and Law Debenture Corporate Services (company secretary and finance function). A short term lease has been taken on premises at One Angel Court.
A key executive management team has been recruited. Gary Hoffman will formally take up his role as Chief Executive on or about 1 May 2011. He is operating as Chief Executive designate until that date, pending completion of a period of gardening leave from his previous employer. Gary Hoffman has identified and recruited a number of key executives including Simon Markey as Programme Director, Paulette Rowe as Strategy Director and Tom Wood as Finance Programme Director, each of whom brings considerable banking experience to bear. The board is delighted with the calibre of individual that Gary Hoffman has been able to attract. Their presence will add real impetus to the Company in its acquisition negotiations.
The executive team has been engaged on contracts that provide for relatively short term severance should an acquisition not be forthcoming, but appropriate incentives payable in the event of a substantial acquisition. Remuneration packages have been kept simple so as to minimise long term financial commitments.
As part of the negotiations on Gary Hoffman's appointment, the directors have resolved not to make any attempts to acquire any of Northern Rock Plc's assets for a period of 12 months from 4 November 2010.
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 consider winding up the Company and returning assets to shareholders. The directors believe however that a substantial acquisition is well within the Company's compass.
Financial results
Income statement
for the period ended 31 December
2010 £'000 | |
Interest income
| 125 |
Administrative expenses
| (1,514) |
Operating loss
| (1,389) |
Increase in fair value of derivative financial liabilities
| (424) |
Loss before taxation
| (1,813) |
Taxation
| - |
Loss for period
| (1,813) |
Loss per share (pence) - basic
| (4.95) |
Statement of comprehensive income
for the period ended 31 December
2010 £'000 | |
Loss for period and total comprehensive loss for the period
| (1,813) |
Statement of financial position
as at 31 December
2010 £'000 | |
Assets | |
Non-current assets
| |
Property, plant and equipment
| 138 |
Other intangible assets
| 8 |
Total non-current assets
| 146 |
Current assets
| |
Other accrued income and prepaid expenses
| 70 |
Cash and cash equivalents
| 47,280 |
Total current assets
| 47,350 |
Total assets
| 47,496 |
Current liabilities
| |
Trade and other payables
| 280 |
Other taxation including social security
| 18 |
Derivative financial liabilities
| 1,320 |
Total current liabilities
| 1,618 |
Total net assets
| 45,878 |
Equity
| |
Called up share capital
| 5,005 |
Share premium
| 42,595 |
Capital redemption
| 45 |
Retained losses
| (1,767) |
Total equity
| 45,878 |
Statement of cash flows
for the period ended 31 December
2010 £'000 | |
Operating activities
| |
Operating loss before taxation
| (1,813) |
Depreciation of property, plant and equipment
| 10 |
Amortisation of intangible assets
| 1 |
Share based payments
| 46 |
Increase in fair value of derivative financial instruments
| 424 |
Increase in receivables
| (70) |
Increase in payables
| 298 |
Cash flow from operating activities
| (1,104) |
Investing activities
| |
Acquisition of property, plant and equipment
| (148) |
Expenditure on other intangible assets
| (9) |
Cash flow from investing activities
| (157) |
Financing activities
| |
Net proceeds of increase in share capital and share warrants
| 48,541 |
Cash flow from financing activities
| 48,541 |
Net increase in cash and cash equivalents
| 47,280 |
Cash and cash equivalents at beginning of period
| - |
Cash and cash equivalents at end of period
| 47,280 |
Statement of changes in equity
for the period ended 31 December
Share capital £'000 | Share premium £'000 | Capital redemption £'000 | Retained losses £'000 | Total
£'000 | |
Net loss and total comprehensive loss for the period
| - | - | - | (1,813) | (1,813) |
Share based payments
| - | - | - | 46 | 46 |
Issue of shares (net proceeds)
| 5,050 | 42,595 | - | - | 47,645 |
Cancellation of deferred shares
| (45) | - | 45 | - | - |
Total equity at 31 December 2010
| 5,005 | 42,595 | 45 | (1,767) | 45,878 |
Annual General Meeting
The inaugural Annual General Meeting of the Company will be held on 7 April 2011 at 9.30 am at Fifth Floor, 100 Wood Street, London, EC2V 7EX.
Status of the information contained in this announcement
The financial information set out above does not constitute the Company's statutory accounts for 2010. Statutory accounts for the period ended 31 December 2010 have been reported on by the Independent Auditors. The Independent Auditors' Report on the Annual Report and Financial Statements for 2010 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 ended 31 December 2010 will be circulated to shareholders on 14 March 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 ended 31 December 2010.
- Ends -
For further information contact:
Cenkos Securities plc (Nominated adviser and broker) Ian Soanes Ivonne Cantu
| +44 20 7397 8900
|
Pelham Bell Pottinger Olly Scott Guy Scarborough
| +44 20 7861 3232
|
Notes to Editors
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.
www.nbnkinvestmentsplc.co.uk
Related Shares:
NBNK.L