29th Aug 2013 07:30
NBNK INVESTMENTS PLC
HALF YEARLY REPORT FOR THE SIX MONTHS TO 30 JUNE 2013 (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 (see below) 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
As fully described in our 2012 annual report and accounts, on 8 January 2013, shareholders and warrant holders met in general meetings to consider a proposed share subscription, tender offer, amendment to terms of warrants and the issue of Founder warrants. Subsequently, on 11 January 2013, new shares were issued to certain funds in the WL Ross & Co Group, some existing shares were purchased and cancelled, certain Founder warrants were surrendered and new Founder and Placee warrants issued. I took over as a director and Chairman following the resignations of Lord Levene (the founder Chairman), Lord Forsyth and Gary Hoffman. Lord Dan Brennan has remained as a director.
Our policy is to maintain the Company at minimal cost while we seek appropriate opportunities to make an acquisition in the financial services sector. There have been no developments in this regard during the first six months of the year. 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 2013 (unaudited)
Business review
During the period, we continued to maintain the Company on the lowest possible cost base. The principal cost overhang from the Company's previous periods was its lease commitment at One Angel Court. The lease was terminated on 24 June, all costs relating to it having been fully accrued in the 2012 year end audited report and accounts. The Company had no staff throughout the period and its remaining contractual commitments are now only in respect of its company secretary, NOMAD, registrar, telecoms/IT and regulatory obligations (including website maintenance).
As a result of the January 2013 capital raise and tender offer, 12,356,368 shares were surrendered under the tender and 16,077,597 shares were issued to funds within the WL Ross Group . The Company's share capital at 30 June 2013 comprised (and still comprises at the date of this report) 53,771,229 ordinary shares and the fully diluted share capital at that date was (and remains at the date of this report) 60,893,143.
Performance
At 30 June 2013, the Company's shares were trading at 38.5 pence per share. The Company reports a loss for the period of £155,000.
Dividend
The directors do not recommend an interim dividend on the ordinary shares for the six months to 30 June 2013.
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 2013.
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.
29 August 2013
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 2012 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 2013 (unaudited)
|
| 6 months ended 30 June 2013 £000 Unaudited | Year ended 31 December 2012 £000 Audited | 6 months ended 30 June 2012 £000 Unaudited |
Interest income |
| 43 | 166 | 81 |
Administrative expenses |
| (198) | (3,773) | (3,060) |
Loss on disposal of property, plant and equipment |
| - | (155) | - |
Loss on disposal of intangible assets |
| - | (5) | - |
Operating loss |
| (155) | (3,767) | (2,979) |
Decrease in fair value of derivative financial liabilities |
| - | 82 | 66 |
Loss before taxation |
| (155) | (3,685) | (2,913) |
Taxation |
| - | - | - |
Loss for the period |
| (155) | (3,685) | (2,913) |
Loss per share (pence) - basic |
| (0.29) | (7.36) | (5.82) |
Statement of comprehensive income
for the six months ended 30 June 2013 (unaudited)
|
| 6 months ended 30 June 2013 £000 Unaudited | Year ended 31 December 2012 £000 Audited | 6 months ended 30 June 2012 £000 Unaudited |
Loss for period and total comprehensive loss for the period |
| (155) | (3,685) | (2,913) |
Statement of financial position
as at 30 June 2013 (unaudited)
| Notes | 30 June 2013 £000 Unaudited | 31 December 2012 £000 Audited | 30 June 2012 £000 Unaudited |
Assets |
|
|
|
|
Non current assets |
|
|
| |
Property, plant and equipment |
| - | - | 164 |
Other intangible assets |
| - | - | 5 |
Total non current assets |
| - | - | 169 |
Current assets |
|
|
| |
Other accrued income and prepaid expenses |
| 83 | 150 | 240 |
Cash and cash equivalents |
| 20,215 | 19,511 | 21,435 |
Total current assets |
| 20,298 | 19,661 | 21,675 |
Total assets |
| 20,298 | 19,661 | 21,844 |
Current liabilities |
|
|
| |
Trade and other payables |
| 49 | 272 | 410 |
Other taxation including social security |
| - | - | 125 |
Derivative financial liabilities |
| 101 | - | 16 |
Total current liabilities |
| 150 | 272 | 551 |
Total net assets |
| 20,148 | 19,389 | 21,293 |
Equity |
|
|
| |
Called up share capital |
| 5,377 | 5,005 | 5,005 |
Share premium |
| 43,129 | 42,595 | 42,595 |
Capital redemption |
| 45 | 45 | 45 |
Retained losses |
| (28,403) | (28,256) | (26,352) |
Total equity |
| 20,148 | 19,389 | 21,293 |
Statement of changes in equity
for the six months ended 30 June 2013 (unaudited)
| 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 |
| Share capital £000 | Share premium £000 | Capital redemption £000 | Retained losses £000 | Total £000 |
Total equity as at 1 January 2012 | 5,005 | 42,595 | 45 | (23,963) | 23,682 |
Net loss and total comprehensive loss for the year | - | - | - | (3,685) | (3,685) |
Share based payments | - | - | - | (608) | (608) |
Total equity as at 31 December 2012 | 5,005 | 42,595 | 45 | (28,256) | 19,389 |
| Share capital £000 | Share premium £000 | Capital redemption £000 | Retained losses £000 | Total £000 |
Total equity as at 1 January 2012 | 5,005 | 42,595 | 45 | (23,963) | 23,682 |
Net loss and total comprehensive loss for the period | - | - | - | (2,913) | (2,913) |
Share based payments | - | - | - | 524 | 524 |
Total equity as at 30 June 2012 | 5,005 | 42,595 | 45 | (26,352) | 21,293 |
Statement of cash flows
for the six months ended 30 June 2013 (unaudited)
| Notes | 6 months ended 30 June 2013 £000 Unaudited | Year ended 31 December 2012 £000 Audited | 6 months ended 30 June 2012 £000 Unaudited |
Operating activities |
|
|
|
|
Operating loss before taxation |
| (155) | (3,685) | (2,913) |
Depreciation of property, plant and equipment |
| - | 59 | 59 |
Amortisation of intangible assets |
| - | 2 | 2 |
Loss on disposal of property, plant and equipment |
| - | 155 | - |
Loss on disposal of intangible assets |
| - | 5 | - |
Share based payments - options |
| - | (608) | 485 |
Share based payments - founder warrants |
| 8 | - | 39 |
Increase / (decrease) in fair value of derivative financial instruments |
| 101 | (82) | (66) |
Decrease / (increase) in receivables |
| 67 | 25 | (66) |
(Decrease) / increase in payables |
| (223) | (2,781) | (2,517) |
Cash flow from operating activities |
| (202) | (6,910) | (4,977) |
|
|
| ||
Investing activities |
|
| ||
Proceeds on disposal of fixed assets |
| - | 9 | - |
Cash flow from investing activities |
| - | 9 | - |
|
|
| ||
Financing activities |
|
|
|
|
Net proceeds on increase in share capital |
| 906 | - | - |
Cash flow from financing activities |
| 906 | - | - |
|
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
| 704 | (6,901) | (4,977) |
|
|
| ||
Cash and cash equivalents at beginning of period |
| 19,511 | 26,412 | 26,412 |
Cash and cash equivalents at end of period |
| 20,215 | 19,511 | 21,435 |
Notes to the half yearly report
for the six month period ended 30 June 2013 (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 2012.
2 - Loss per share from operations
Loss per share from operations for the period is based upon the attributable loss of £155,000 (£3,685,000 for the period ended 31 December 2012) and 53,771,229 ordinary shares (50,050,000 shares for the period ended 31 December 2012), 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 received no payment for the first five months of the year but with the agreement of the Chairman, began to receive remuneration of £10,000 per annum with effect from 1 June 2013.
5 - Share based payments - options
No options were issued, exercised or lapsed during the period.
6 - Share based payments - Founder Warrants
As part of the subscription and tender process in January 2013, Lord Levene surrendered his entitlement to Founder warrants granted to him in 2011, representing 0.7278% of the fully diluted share capital of the Company. New Founder warrants were issued 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) |
Related Shares:
NBNK.L