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Half Yearly Report

1st Aug 2014 15:21

RNS Number : 0772O
NBNK Investments PLC
01 August 2014
 



NBNK INVESTMENTS PLC

HALF YEARLY REPORT FOR THE SIX MONTHS TO 30 JUNE 2014 (unaudited)

 

The report including the unaudited results for the period is as follows:

 

Company summary

The Company was originally established to create a new UK retail and SME bank through the acquisition of high quality banking assets facilitated by a substantial fundraising. Since the re-structure of the Company on 11 January 2013, the remit remains to continue the search for potential acquisition targets in the financial services sector, including in Continental Europe.

Chairman's review

There have been no acquisition developments to report during the first half of the year.

Crystal Amber Fund Limited has built a significant stake in the Company during the period (just over 26% at the end of July). I have met with the principals of Crystal Amber and - as is the case with all of our major shareholders - will continue to maintain contact so that I and Lord Brennan, my fellow director, remain in touch with shareholder sentiment.

Our policy continues to be to maintain the Company at minimal cost while we seek appropriate opportunities to make an acquisition in the financial services sector. Shareholders will be kept advised as and when there are developments to report.

 

 

 

 

Wilbur L. Ross, Jr.

Chairman

NBNK INVESTMENTS PLC

HALF YEARLY REPORT FOR THE SIX MONTHS TO 30 JUNE 2014 (unaudited)

 

Business review

 

During the period, we continued to maintain the Company on the lowest possible cost base. The Company's share capital at 30 June 2014 was unchanged from that published in the Annual Report and Financial Statements to 31 December 2013 at 53,771,229 ordinary shares. The fully diluted share capital was also unchanged at 60,669,466. There have been no changes between 30 June and the date of this report.

 

As reported in the Chairman's Review, there has been no acquisition activity during the first half of the year.

 

Performance

At 30 June 2014, the Company's shares were trading at 46.0 pence per share. The Company had cash assets of £20,055,000 at the period end.

The Company reports a loss for the period of £102,000.

Dividend

The directors do not recommend an interim dividend on the ordinary shares for the six months to 30 June 2014.

Principal risks and uncertainties

The principal risk for the Company is that its acquisition strategy might fail. If no successful acquisition has been achieved by 11 January 2016, the directors will review the position at that time and consider if it is appropriate to return unused funds to shareholders and/or to wind up the Company. The principal financial key performance indicator continues to be the rate at which the Company is spending the proceeds generated when it was listed on AIM and when the W L Ross and Co funds introduced additional capital in January 2013. Given the current status of the Company, cost control will continue to be crucial and the Company is being maintained at the lowest possible cost to shareholders. The directors are of the view that there are no meaningful non-financial KPIs since there is no current prospect for an acquisition.

Events after the balance sheet date

There have been no reportable events since 30 June 2014.

Related party transactions

In the opinion of the Board, the related parties are the directors. There were no related party transactions during the period, other than directors' remuneration and share based payments as outlined in notes 4 and 6 to the accounts.

On behalf of the Board

Wilbur L. Ross, Jr.

 

1 August 2014

The financial information presented herein does not amount to full statutory accounts within the meaning of Section 435 of the Companies Act 2006. It has not been audited or reviewed pursuant to guidance issued by the Auditing Practices Board. The annual report and financial statements for 2013 have been filed with the Registrar of Companies. The independent auditors' report on that annual report and financial statements was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report, and did not contain a statement under 498(2) or (3) of the Companies Act 2006.

Income statement

for the six months ended 30 June 2014 (unaudited)

 

 

6 months ended 30 June 2014

£000

Unaudited

Year ended

31 December 2013

£000

Audited

6 months ended 30 June 2013

£000

Unaudited

 Interest income

 

25

77

43

 Administrative expenses

 

(128)

78

(198)

 Operating (loss) / profit

 

(103)

155

(155)

 Decrease / (increase) in fair value of derivative financial liabilities

 

1

(19)

-

 Loss before taxation

 

(102)

136

(155)

 Taxation

 

-

-

-

 (Loss) / profit for the period

 

(102)

136

(155)

 (Loss) / gain per share (pence) - basic

 

(0.19)

0.25

(0.29)

 

 

 

 

Statement of comprehensive income

for the six months ended 30 June 2014 (unaudited)

 

 

6 months ended 30 June 2014

£000

Unaudited

Year ended

31 December

2013

£000

Audited

6 months ended 30 June 2013

£000

Unaudited

(Loss) / profit for period and total comprehensive (loss) / gain for the period

 

(102)

136

(155)

Statement of financial position

as at 30 June 2014 (unaudited)

 

Notes

30 June

2014

£000

Unaudited

31 December 2013

£000

Audited

30 June

2013

£000

Unaudited

 Assets

 

 

 

 

 Current assets

 

 

 Other accrued income and prepaid expenses

 

24

11

83

 Cash and cash equivalents

 

20,102

20,207

20,215

 Total current assets

 

20,126

20,218

20,298

 Total assets

 

20,126

20,218

20,298

 Current liabilities

 

 

 Trade and other payables

 

53

42

49

 Derivative financial liabilities

 

18

19

101

 Total current liabilities

 

71

61

150

 Total net assets

 

20,055

20,157

20,148

 Equity

 

 

 Called up share capital

 

5,377

5,377

5,377

 Share premium

 

43,129

43,129

43,129

 Capital redemption

 

45

45

45

 Retained losses

 

(28,496)

(28,394)

(28,403)

Total equity

 

20,055

20,157

20,148

Statement of changes in equity

for the six months ended 30 June 2014 (unaudited)

 

Share capital

£000

Share premium

£000

Capital redemption

£000

Retained losses

£000

Total

£000

Total equity as at 1 January 2014

5,377

43,129

45

(28,394)

20,157

 Net loss and total comprehensive loss for the period

-

-

-

(102)

(102)

Total equity as at 30 June 2014

5,377

43,129

45

(28,496)

20,055

 

 

 

Share capital

£000

Share premium

£000

Capital redemption

£000

Retained losses

£000

Total

£000

Total equity as at 1 January 2013

5,005

42,595

45

(28,256)

19,389

 Net profit and total comprehensive gain for the year

-

-

-

136

136

 Issue of shares (net proceeds)

372

534

-

-

906

 Share based payments

-

-

-

(274)

(274)

 Total equity as at 31 December 2013

5,377

43,129

45

(28,394)

20,157

 

 

 

Share capital

£000

Share premium

£000

Capital redemption

£000

Retained losses

£000

Total

£000

Total equity as at 1 January 2013

5,005

42,595

45

(28,256)

19,389

 Net loss and total comprehensive loss for the period

-

-

-

(155)

(155)

 Issue of shares (net proceeds)

372

534

-

-

906

 Share based payments

-

-

-

8

8

Total equity as at 30 June 2013

5,377

43,129

45

(28,302)

20,148

Statement of cash flows

for the six months ended 30 June 2014 (unaudited)

 

Notes

6 months

ended 30 June

2014

£000

Unaudited

Year ended

31 December

2013

£000

Audited

6 months

ended 30 June

2013

£000

Unaudited

 Operating activities

 

 

 

 

 Operating loss before taxation

 

(102)

136

(155)

 Share based payments - options

 

-

(274)

-

 Share based payments - founder warrants

 

-

-

8

 (Decrease) / increase in fair value of derivative financial instruments

 

(1)

19

101

 (Increase) / decrease in receivables

 

(13)

139

67

 Increase / (decrease) in payables

 

11

230

(223)

 Cash flow from operating activities

 

(105)

(210)

(202)

 

 

 

 Financing activities

 

 

 

 Net proceeds on increase in share capital

 

-

906

906

 Cash flow from financing activities

 

-

906

906

 

 

 

 

 Net (decrease) / increase in cash and cash equivalents

 

(105)

696

(704)

 

 

 

 Cash and cash equivalents at beginning of period

 

20,207

19,511

19,511

 Cash and cash equivalents at end of period

 

20,102

20,207

20,215

Notes to the half yearly report

for the six month period ended 30 June 2014 (unaudited)

 

1 - Summary of significant accounting policies

 

General Information

NBNK Investments plc is a public company incorporated in the United Kingdom. The Company's principal activities are set out in the Company summary. The financial statements are presented in pounds sterling thousands because that is the currency of the primary economic environment in which the Company operates.

 

Basis of preparation

The financial statements of NBNK Investments plc have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. The financial statements have been prepared under the historical cost convention as amended for use of fair value for derivative financial instruments and share based payments. Historical cost is based upon the fair value of consideration given in exchange for assets.

 

Application of IFRS

The Company has not made an acquisition to date and unless and until the Company commences operation as a company operating in the financial services sector, it is not appropriate to set out the accounting policies which will be applicable to that business.

 

New IFRSs, interpretations and amendments not yet effective

Given the current status of the Company, it cannot be stated with any degree of certainty which new standards, interpretations or amendments but not yet effective may ultimately have a material impact on the Company's future financial statements.

 

Accounting policies

The accounting policies applied by the Company in these half-yearly results are the same as those applied by the Company in its audited financial statements for the period ended 31 December 2013.

2 - Loss per share from operations

Loss per share from operations for the period is based upon the attributable loss of £102,000 (£136,000 profit for the period ended 31 December 2013) and 53,771,229 ordinary shares (53,771,229 shares for the period ended 31 December 2013), being the number of shares in issue at the period end.

3 - Events after the balance sheet date

None.

4 - Related party transactions

In the opinion of the Board, the related parties are the directors. There were no related party transactions during the period, other than directors' remuneration and share based payments as outlined below (note 6). Wilbur Ross receives a nominal fee of £1 per annum. Lord Brennan receives remuneration of £10,000 per annum.

5 - Share based payments - options

No options were issued, exercised or lapsed during the period.

6 - Share based payments - Founder Warrants

Founder warrants were issued in 2013 entitling Kinmont Advisory (financial adviser) and Cenkos Securities plc (NOMAD and broker) to subscribe for ordinary shares representing 0.44% each of the fully diluted share capital of the Company. These are accounted for as share based payments.

For further information contact:

1. Cenkos Securities plc (Nominated adviser and broker)

Ian Soanes or Ivonne Cantu (+44 20 7397 8900)

 

 2. NBNK Investments plc (Company secretary)

Ian Bowden (+44 20 7696 5285)

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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