TIDMNBNK
RNS Number : 4382B
NBNK Investments PLC
03 April 2013
NBNK Investments plc
("NBNK" or "the Company")
Audited results for the period ending 31 December 2012
NBNK Investments plc (AIM: NBNK) announces its audited results
for the period ending 31 December 2012.
The following is an extract from the Company's financial
statements which will be posted to shareholders on 5 April
2013.
Chairman's review
The Company was admitted to AIM on 20 August 2010 and over the
following two years, worked to try and establish a customer-focused
bank through an acquisition that would have given the Company a
foothold from which to expand. The main target was the 'Project
Verde' assets being divested by the Lloyds Banking Group.
As announced on 28 June 2012, those discussions were
unsuccessful and the directors began the process of unwinding the
Company. However, in the second half of 2012, funds within the WL
Ross & Co Group made an offer to inject new capital into the
Company by taking a sizeable stake, with a view to maintaining NBNK
as an AIM listed company so that it could continue its search for
suitable potential acquisition targets. Accordingly, on 13 December
2012, a proposed share subscription and tender offer was
circulated. The tender offer was structured to enable those
shareholders that wished to exit the Company to do so on broadly
the same financial terms as would have applied had the Company been
wound up.
At a meeting of ordinary shareholders on 8 January 2013, the
Company resolved to allot shares to certain funds in the WL Ross
& Co Group and to accept tender offers from those shareholders
who wished to sell shares at that time.
Three of the directors - Lord Forsyth, Gary Hoffman and Lord
Levene, each of whom had been directors throughout 2012 - stood
down and I was appointed as a director and Chairman of the Company.
Lord Dan Brennan agreed to continue serving as a non-executive
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. Shareholders will be kept advised as and
when there are developments to report.
I would like to acknowledge the considerable work undertaken by
the previous board, led by Lord Peter Levene, which did everything
it could to try and create a new high street retail banking
presence in the UK. I also acknowledge the continuing support of
the great majority of institutional and other shareholders who have
been with the Company since its inception and continue to support
our ambitions.
Wilbur L. Ross, Jr.
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:
Wilbur L. Ross, Jr.
Lord Brennan of Bibury QC;
The Company was established to try and launch a new UK retail
and SME banking and savings operation.
During the first half of 2012, the Company retained a small
number of staff to monitor developments following the decision by
the Lloyds Banking Group in December 2011 to divest its 'Project
Verde' assets to the Co-operative Bank. The Company successfully
managed to re-engage in dialogue with Lloyds Banking Group and was
invited to re-enter the Project Verde bidding process. Having done
so, and as announced on 27 June 2012, having once again been
unsuccessful, the directors concluded at that time that there were
no other UK banking assets available for sale that would meet the
Company's objectives. Accordingly, the Company's shares were
restored to listing (having been suspended since 6 September 2011)
and the directors commenced steps to wind up the Company on a
solvent basis.
The small number of staff that had been retained in the first
half year 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 scaled down operations to
the lowest possible cost basis.
During the autumn of 2012, a formal proposal was received from
certain funds within the WL Ross Group ('WLR Funds'), offering to
inject new capital into the Company by subscribing for shares with
the aim of continuing the search for suitable potential acquisition
targets.
The board, in consultation with its advisers, engaged in
negotiations with the WLR Funds, the result of which was a formal
proposal to shareholders, circulated on 13 December 2012. The
circular sets out in detail the resolutions that shareholders were
asked to consider. In brief:
-- The previously announced winding up plans were to be deferred;
-- New shares were to be issued to the WLR Funds;
-- Shareholders that wished to do so were invited to tender
their ordinary shares (and attached warrants (if any)) for
repurchase by the Company;
-- Pre-existing Founder warrants were to be surrendered, with
new Founder warrants issued representing 2.5% of the fully diluted
share capital of the Company;
-- Placee warrants were to be issued to the WLR Funds subscribing for ordinary shares; and
-- Certain consequential amendments were to be made to the warrant instruments.
Post the balance sheet date, meetings of the ordinary
shareholders and warrant holders were held at which resolutions to
effect the above proposals were approved.
The new board intends to maintain the Company at the lowest
possible cost base while other potential acquisition targets are
sought. Any remaining commitments (including the lease at One Angel
Court, which expires in June 2013) will be disposed of as quickly
as possible. The directors will not receive a fee and advisory
costs will be kept to a bare minimum. Shareholders will be kept
informed of any progress on potential acquisitions through the
usual channels. As set out in the 13 December circular, 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.
Financial results
Income statement
for the year ended 31 December 2012
Year ended Period
31 December ended
2012 31 December
GBP000 2011
GBP000
------------------------------------ --------------- ----------------
Interest income 166 310
Administrative expenses (3,773) (24,589)
Loss on disposal of property, (155) -
plant and equipment
Loss on disposal of intangible (5) -
assets
------------------------------------ --------------- ----------------
Operating loss (3,767) (24,279)
Decrease in fair value of
derivative financial liabilities 82 1,238
Loss before taxation (3,685) (23,041)
Taxation - -
------------------------------------ --------------- ----------------
Loss for the year (3,685) (23,041)
------------------------------------ --------------- ----------------
Loss per share (pence) -
basic (7.36) (46.04)
------------------------------------ --------------- ----------------
Statement of financial position
as at 31 December 2012
31 December 31 December
2012 2011
GBP000 GBP000
----------------------------------- ----- ------------- -------------
Assets
Non current assets
Property, plant and equipment - 223
Other intangible assets - 7
Total non current assets - 230
------------------------------------------ ------------- -------------
Current assets
Other accrued income and
prepaid expenses 150 175
Cash and cash equivalents 19,511 26,412
------------------------------------------ ------------- -------------
Total current assets 19,661 26,587
------------------------------------------ ------------- -------------
Total assets 19,661 26,817
------------------------------------------ ------------- -------------
Current liabilities
Trade and other payables 272 2,906
Other taxation including
social security - 147
Derivative financial liabilities - 82
Total current liabilities 272 3,135
------------------------------------------ ------------- -------------
Total net assets 19,389 23,682
------------------------------------------ ------------- -------------
Equity
Called up share capital 5,005 5,005
Share premium 42,595 42,595
Capital redemption 45 45
Retained losses (28,256) (23,963)
------------------------------------------ ------------- -------------
Total equity 19,389 23,682
------------------------------------------ ------------- -------------
Statement of cash flows
for the year ended 31 December 2012
Year ended Period
31 December ended
2012 31 December
GBP000 2011
GBP000
---------------------------------- -------------- --------------
Operating activities
Operating loss before taxation (3,685) (23,041)
Depreciation of property,
plant and equipment 59 100
Amortisation of intangible
assets 2 3
Loss on disposal of property, 155 -
plant and equipment
Loss on disposal of intangible 5 -
assets
Share based payments -
options (608) 767
Share based payments -
founder warrants - 78
Decrease in fair value
of derivative financial
instruments (82) (1,238)
Decrease / (increase) in
receivables 25 (105)
(Decrease) / increase in
payables (2,781) 2,755
Cash flow from operating
activities (6,910) (20,681)
---------------------------------- -------------- --------------
Investing activities
Acquisition of property,
plant and equipment - (185)
Expenditure on other intangible
assets - (2)
Proceeds on disposal of 9 -
fixed assets
Cash flow from investing
activities 9 (187)
---------------------------------- -------------- --------------
Net decrease in cash and
cash equivalents (6,901) (20,868)
---------------------------------- -------------- --------------
Cash and cash equivalents
at 1 January 26,412 47,280
---------------------------------- -------------- --------------
Cash and cash equivalents
at 31 December 19,511 26,412
---------------------------------- -------------- --------------
Statement of changes in equity
for the year ended 31 December 2012
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
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
----------------------- ---------- ---------- ------------- ---------- ---------------------------
Annual General Meeting
The Annual General Meeting of the Company will be held on Friday
10 May 2013 at 2.00 p.m. 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 2012. Statutory accounts for the
period ended 31 December 2012 have been reported on by the
Independent Auditors. The Independent Auditors' Report on the
Annual Report and Financial Statements for 2012 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 2012
will be circulated to shareholders on 5 April 2013 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 2012.
- Ends -
For further information contact:
Cenkos Securities plc
(Nominated adviser and broker)
Ian Soanes
Ivonne Cantu +44 207 397 8900
Law Debenture Corporate Services Limited
(Company Secretary) +22 207 696 5285
Ian Bowden
This information is provided by RNS
The company news service from the London Stock Exchange
END
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