TIDMNBNK
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 GBP20,055,000 at the
period end.
The Company reports a loss for the period of GBP102,000.
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 Year ended 6 months
ended 30 31 December ended 30
June 2014 2013 June 2013
GBP000 GBP000 GBP000
Unaudited Audited 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 Year ended 6 months
ended 30 31 December ended 30
June 2014 2013 June 2013
GBP000 GBP000 GBP000
Unaudited Audited 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 31 December 30 June
2014 2013 2013
GBP000 GBP000 GBP000
Unaudited Audited 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 Share Capital Retained
capital premium redemption losses Total
GBP000 GBP000 GBP000 GBP000 GBP000
---------------------- --------- --------- ------------ --------- --------
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 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 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 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
----------------------- --------- --------- ------------ --------- --------
Statement of cash flows
for the six months ended 30 June 2014 (unaudited)
Notes 6 months Year ended 6 months
ended 30 31 December ended 30
June 2013 June
2014 GBP000 2013
GBP000 Audited GBP000
Unaudited 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 GBP102,000 (GBP136,000 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
GBP1 per annum. Lord Brennan receives remuneration of GBP10,000 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
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