TIDMNBNK
RNS Number : 4297N
NBNK Investments PLC
28 September 2012
NBNK INVESTMENTS PLC
HALF YEARLY REPORT FOR THE SIX MONTHS TO 30 JUNE 2012
(unaudited)
The report including the unaudited results for the period is as
follows:
Company summary
The Company was established to create a new UK retail and SME
bank through the acquisition of high quality banking assets
facilitated by a substantial fundraising.
Chairman and Chief Executive's review
After the publication of our 2011 annual report and accounts,
the Company made a renewed offer to Lloyds Banking Group ('LBG')
for the acquisition of the Verde asset package. As announced on 27
June 2012, the Company was unable to find a way forward on the
transaction that would have been both in the best interests of
NBNK's shareholders and acceptable to LBG. Trading in the Company's
shares was restored the following day (its shares having been
suspended from trading since 6 September 2011). The directors,
having concluded at that time that there were no other UK banking
assets available for sale that would meet the Company's objectives,
commenced steps to wind-up the Company on a solvent basis.
The small number of staff that had been retained in the first
half of the year to progress the renewed LBG offer were immediately
released in accordance with their contract terms. The directors
agreed to remain in post but without remuneration, and having
waived their entitlement to full payment in lieu of notice. Steps
were taken to terminate the few remaining contracts for services
and the Company has continued to operate on the lowest possible
cost basis. The Company expects as previously estimated and
announced to be able to return cash reserves representing nearly
40% of that initial capital.
In the weeks following the June announcement concerning
cessation of talks with LBG, the directors received a number of
enquiries from third parties wishing to explore the continuation of
NBNK and its listing, ready to act if any potential acquisition
opportunities arose in the medium term. Since then no formal
proposals have been received. If, however, any formal proposals are
received prior to a winding-up being implemented, the directors
intend to consider them carefully and determine whether the
implementation of such proposals would better serve the interests
of shareholders than a winding up. In that regard, a number of
shareholders have indicated that they would want the Board to
consider continuing the Company in these circumstances.
Lord Levene of Portsoken KBE Gary Hoffman
Chairman Chief Executive Officer
NBNK INVESTMENTS PLC
HALF YEARLY REPORT FOR THE SIX MONTHS TO 30 JUNE 2011
(unaudited)
Performance
The Company's ordinary shares were suspended from trading on 6
September 2011 (when the price was 90.5 pence per share) following
speculation about acquisition discussions. The suspension was
lifted on 28 June and at 30 June 2012, the Company's shares were
trading at 39.5 pence per share. The Company reports a loss for the
period of GBP2,913,000.
Dividend
The directors do not recommend an interim dividend on the
ordinary shares for the six months to 30 June 2012.
Principal risks and uncertainties
The principal risk for the Company, that its acquisition
strategy might fail, has crystallised. The board's response to this
is described in the Chairman and Chief Executive's review.
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. Given the current status of the Company,
cost control is and will continue to be crucial and the directors
are of the view that 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
Since the period end, the directors have estimated that the
costs of solvent winding up will be circa GBP1.8 million.
The Company announced the resignations of non-executive
directors Lord McFall and Sir David Walker, on 17 July and 13
August respectively, as they each took up new positions that
required them to divest other financial services directorships. The
board wishes to put on record its thanks for the considerable
contribution that both of them made to NBNK during their terms as
directors.
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 note 4 to the accounts.
On behalf of the Board
Gary Hoffman
28 September 2012
Notes
The financial information presented herein does not amount to
full statutory accounts within the meaning of Section 435 of the
Companies Act 2006 and they have neither been audited nor reviewed
pursuant to guidance issued by the Auditing Practices Board. The
annual report and financial statements for 2011 have been filed
with the Registrar of Companies. The independent auditors' report
on the annual report and financial statements for 2011 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 2012 (unaudited)
Notes 6 months Year ended 6 months
ended 30 31 December ended 30
June 2012GBP000 2011GBP000 June 2011GBP000
Unaudited Audited Unaudited
-------------------------------------------- ------- ----------------- ------------- -----------------
Interest income 81 310 165
Administrative expenses (3,060) (24,589) (7,903)
----------------------------------------------------- ----------------- ------------- -----------------
Operating loss (2,979) (24,279) (7,738)
Decrease in fair value of
derivative financial liabilities 66 1,238 34
----------------------------------------------------- ----------------- ------------- -----------------
Loss before taxation (2,913) (23,041) (7,704)
Taxation - - -
----------------------------------- ---------------- ----------------- ------------- -----------------
Loss for the period (2,913) (23,041) (7,704)
----------------------------------------------------- ----------------- ------------- -----------------
Loss per share (pence) - basic (5.82) (46.04) (15.39)
----------------------------------------------------- ----------------- ------------- -----------------
Statement of comprehensive income
for the six months ended 30 June 2012 (unaudited)
6 months Year ended 6 months
ended 30 31 December ended 30
June 2012 2011 June 2011
GBP000 GBP000 GBP000
Unaudited Audited Unaudited
----------------------------------------- ----------- ------------- -----------
Loss for period and total comprehensive
loss for the period (2,913) (23,041) (7,704)
----------------------------------------- ----------- ------------- -----------
Statement of financial position
as at 30 June 2012 (unaudited)
Notes 30 June 31 December 30 June
2012 2011 2011
GBP000 GBP000 GBP000
Unaudited Audited Unaudited
---------------------------------- ------- ----------- ------------ -----------
Assets
Non current assets
Property, plant and equipment 164 223 259
Other intangible assets 5 7 9
Total non current assets 169 230 268
------------------------------------------- ----------- ------------ -----------
Current assets
Other accrued income and prepaid
expenses 240 175 285
Cash and cash equivalents 21,435 26,412 41,029
------------------------------------------- ----------- ------------ -----------
Total current assets 21,675 26,587 41,314
------------------------------------------- ----------- ------------ -----------
Total assets 21,844 26,817 41,582
------------------------------------------- ----------- ------------ -----------
Current liabilities
Trade and other payables 410 2,906 1,739
Other taxation including social
security 125 147 137
Derivative financial liabilities 16 82 1,286
Total current liabilities 551 3,135 3,162
------------------------------------------- ----------- ------------ -----------
Total net assets 21,293 23,682 38,420
------------------------------------------- ----------- ------------ -----------
Equity
Called up share capital 5,005 5,005 5,005
Share premium 42,595 42,595 42,595
Capital redemption 45 45 45
Retained losses (26,352) (23,963) (23,963)
------------------------------------------- ----------- ------------ -----------
Total equity 21,293 23,682 23,682
------------------------------------------- ----------- ------------ -----------
Statement of changes in equity
for the six months ended 30 June 2012 (unaudited)
Share Share Capital Retained Total
capital premium redemption losses GBP000
GBP000 GBP000 GBP000 GBP000
---------------------- --------- --------- ------------ --------- --------------------------
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
---------------------- --------- --------- ------------ --------- --------------------------
Share Share Capital Retained Total
capital premium redemption losses GBP000
GBP000 GBP000 GBP000 GBP000
---------------------- --------- --------- ------------ --------- --------------------------
Total equity as at
1 January 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 December 2011 5,005 42,595 45 (23,963) 23,682
---------------------- --------- --------- ------------ --------- --------------------------
Share Share Capital Retained Total
capital premium redemption losses GBP000
GBP000 GBP000 GBP000 GBP000
---------------------- --------- --------- ------------ --------- --------------------------
Total equity as at
1 January 2011 5,005 42,595 45 (1,767) 45,878
Net loss and total
comprehensive loss
for the period - - - (7,704) (7,704)
Share based payments - - - 246 246
Total equity as at
30 June 2011 5,005 42,595 45 (9,225) 38,420
---------------------- --------- --------- ------------ --------- --------------------------
Statement of cash flows
for the six months ended 30 June 2012 (unaudited)
Notes 6 months Year ended 6 months
ended 30 31 December ended 30
June 2011 June 2011
2012 GBP000 GBP000
GBP000 Audited Unaudited
Unaudited
------------------------------------------- ------- ----------- ------------- -------------
Operating activities
Operating loss before taxation (2,913) (23,041) (7,704)
Depreciation of property, plant
and equipment 59 100 39
Amortisation of intangible assets 2 3 2
Share based payments - options 485 767 226
Share based payments - founder
warrants 39 78 20
Decrease in fair value of derivative
financial instruments (66) (1,238) (34)
Increase in receivables (66) (105) (214)
(Decrease) / increase in payables (2,517) 2,755 1,578
Cash flow from operating activities (4,977) (20,681) (6,087)
---------------------------------------------------- ----------- -------------- ------------
Investing activities
Acquisition of property, plant
and equipment - (185) (161)
Expenditure on other intangible
assets - (2) (3)
Cash flow from investing activities - (187) (164)
---------------------------------------------------- ----------- -------------- ---------
Financing activities
Net proceeds of increase in share - - -
capital and share warrants
------------------------------------------- ------- ----------- -------------- ---------
Cash flow from financing activities - - -
------------------------------------------- ------- ----------- -------------- ---------
Net decrease in cash and cash equivalents (4,977) (20,868) (6,251)
---------------------------------------------------- ----------- -------------- ---------
Cash and cash equivalents at beginning
of period 26,412 47,280 47,280
---------------------------------------------------- ----------- -------------- ---------
Cash and cash equivalents at end
of period 21,435 26,412 41,029
---------------------------------------------------- ----------- -------------- ---------
Notes to the half yearly report
for the six month period ended 30 June 2012 (unaudited)
1 - Summary of significant accounting policies
General Information
NBNK Investments plc is a public company incorporated in the
United Kingdom. The Company's operations and its principal
activities are to establish a new UK retail and SME banking and
savings operation. 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
NBNK Investments plc was incorporated in 2010 with the intention
of building (primarily through acquisition) a new and substantial
UK bank. The Company has not made an acquisition to date and unless
and until the Company commences operation as a UK bank 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
2011.
2 - Loss per share from operations
Loss per share from operations for the period is based upon the
attributable loss of GBP2,913,000 (GBP23,041,000 for the period
ended 31 December 2011) and 50,050,000 shares (50,050,000 shares
for the period ended 31 December 2011), being the weighted average
number of shares in issue during the period. The diluted weighted
average number of shares in issue assuming exercise of options at
less than fair value was 67,271,546 (67,271,546 for the period
ended 31 December 2011). No diluted loss per share is provided as
it would reduce the basic loss per share.
3 - Events after the balance sheet date
The Company announced the resignations of non-executive
directors Lord McFall and Sir David Walker, on 17 July and 13
August respectively, as they each took up new positions that
required them to divest other financial services directorships.
Since the period end, the directors have estimated that the
costs of solvent winding up will be circa GBP1.8 million.
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 in the accounts.
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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