NBNK Investments Plc : Final Results

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

for the year ended 31 December 2012

		Year ended         31 December            2012 £000	Period ended 31 December 2011 £000
Interest income		166	310
Administrative expenses		(3,773)	(24,589)
Loss on disposal of property, plant and equipment		(155)	-
Loss on disposal of intangible assets		(5)	-
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)

as at 31 December 2012

		31 December  2012 £000	31 December 2011 £000
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 Retained losses		45 (28,256)	45 (23,963)
Total equity		19,389	23,682

for the year ended 31 December 2012

		Year ended      31 December        2012 £000	Period ended 31 December 2011 £000
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, plant and equipment		155	-
Loss on disposal of intangible assets		5	-
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 fixed assets		9	-
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

for the year ended 31 December 2012

	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

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	[phone]
Law Debenture Corporate Services Limited (Company Secretary)	[phone]

Ian Bowden

This information is provided by RNS

The company news service from the London Stock Exchange

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