TIDMNBNK
RNS Number : 6806M
NBNK Investments PLC
29 August 2013
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
GBP155,000.
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 Year ended 6 months
ended 30 31 December ended 30
June 2013 2012 June 2012
GBP000 GBP000 GBP000
Unaudited Audited Unaudited
----------------------------------- ----------- ------------- -----------
Interest income 43 166 81
Administrative expenses (198) (3,773) (3,060)
Loss on disposal of property, - (155) -
plant and equipment
Loss on disposal of intangible - (5) -
assets
----------------------------------- ----------- ------------- -----------
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 Year ended 6 months
ended 30 31 December ended 30
June 2013 2012 June 2012
GBP000 GBP000 GBP000
Unaudited Audited 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 31 December 30 June
2013 2012 2012
GBP000 GBP000 GBP000
Unaudited Audited 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 Share Capital Retained
capital premium redemption losses Total
GBP000 GBP000 GBP000 GBP000 GBP000
---------------------- --------- --------- ------------ --------- --------
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 Share Capital Retained
capital premium redemption losses Total
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
---------------------- --------- --------- ------------ --------- --------
Share Share Capital Retained
capital premium redemption losses Total
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
---------------------- --------- --------- ------------ --------- --------
Statement of cash flows
for the six months ended 30 June 2013 (unaudited)
Notes 6 months Year ended 6 months
ended 30 31 December ended 30
June 2012 June
2013 GBP000 2012
GBP000 Audited GBP000
Unaudited 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 - 155 -
and equipment
Loss on disposal of intangible - 5 -
assets
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 906 - -
capital
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 GBP155,000 (GBP3,685,000 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
GBP1 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 GBP10,000 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)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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