Annual Financial Report

RNS Number : 1635E
Manx Financial Group PLC
28 May 2012
 



FOR IMMEDIATE RELEASE                                                                               7.00am on 28th May 2012

           

 

Manx Financial Group PLC (the 'Company')

 

Report and accounts for the year ended 31 December 2011

 

 

Manx Financial Group PLC (LSE: MFX), the financial services Group which includes Conister Bank Limited, Conister Card Services Limited, Edgewater Associates Limited and ECF Asset Finance Plc presents its final results for the year ended 31 December 2011.

 

The 2011 Audited Annual Report and Accounts will be posted to shareholders shortly and are available from the Company's website www.mfg.im.

 

 

Financial Highlights

 

Manx Financial Group PLC

·      Net interest income £4.59 million (2010: £3.24 million)

·      Net trading income £5.04 million (2010: £3.19 million)

·      Operating income £5.45 million (2010: £3.80 million)

·      Loss before specific items £0.14 million (2010:profit £0.09 million)

·      Loss for the year £0.78 million (2010: £0.19 million)

·      Headcount 68 (2010: 82)

 

 

Conister Bank Limited:

·      Profit for the year £0.02 million (2010: £1.04 million)

·      Net loans and advances £49.59 million (2010: £48.76 million)

·      Deferred income £7.60 million (2010: £7.14 million)

·      New advances £27.60 million (2010: £24.47 million)

·      Deposits £55.91 million (2010: £52.75 million)

 

Edgewater Associates Limited:

·      Profit for the year £0.01 million (2010: £0.22 million)

·      Assets under management £130 million (2010: £110 million)

·      Renewal commission income £0.57 million (2010: £0.29 million)

·      Acquired a general insurer, Three Spires Insurance Services Limited

 

Conister Card Services Limited:

 

·     Profit for the year £0.18 million (2010: £0.14 million)

·     Cards in issue 0.18 million (2010: 0.12 million)

 

 

Contacts

 

 

Manx Financial Group PLC

 

Denham Eke, Chief Executive

Tel:  01624 694694

 

 

Britton Financial PR

 

Tim Blackstone

Tel:  07957 140416

 

 

Beaumont Cornish Limited

 

Roland Cornish / James Biddle

Tel:  0207 628 3396

 

 

The financial information set out below comprises non-statutory accounts.  The financial information for the year ended 31 December 2011 has been extracted from accounts for the year ended 31 December 2011 on which the report of the auditors was unqualified.

 

 

 

 

 

 

 

Chairman's Statement

 

Review of performance

 

Manx Financial Group PLC

 

When I wrote to you at the Interim stage, I commented upon the pessimism surrounding the British economy. Seven months on, nothing has really changed and thus the economic situation within which we operate remains unpredictable and challenging. We have, however, adapted and have grown our asset base in the face of this tough environment. It is encouraging to note that our loan book arrears per cent has remained constant throughout the year and remains historically low and our bad debt write-offs only represent approximately 1% of net loans and advances. Whilst this prudent and conservative underwriting policy has ensured a tightly controlled risk profile, it has also meant that we have not been able to grow interest income to the level which we anticipated at the beginning of the year and this has had a consequent impact on this year's profitability.

 

We have maintained our liquidity throughout the current economic turmoil. Indeed our issue has been an ability to deploy that liquidity to fully maximise our returns by transacting business with borrowers that meet our underwriting requirements. As I discussed in last year's review, we recognised that the need to develop new business lines, either through partnership or acquisition, is paramount. We are, therefore, placing a high priority on diversifying our loan portfolio, and introducing new lending opportunities which will allow us to gain efficiencies through the greater use of IT.

 

We have been successful seeking out new business lines, both at Conister Bank by providing 'blocking' facilities to third-party lenders and at Edgewater Associates by enhancing our general insurance offering, and we anticipate that these and other initiatives will increase our income in the coming months. In addition, we have secured significant cost savings in both headcount and infrastructure as we have continued to develop a more efficient distribution network, especially serving the UK, and we expect most of the benefit of these savings to be reflected in the second half of the 2012 financial year. Our new business lines now represent over 26% of our gross receivable (2010: 11.7%) and the strategy of diversifying our lending portfolio through partnering with existing niche market leaders is continuing successfully.

 

Notwithstanding, our overall financial performance for the year was disappointing despite growing our consolidated net income to £4.59 million (2010: £3.24 million) which generated a consolidated operating income increase of 43% to £5.45 million (2010: £3.80 million). Our consolidated operating expenses increased significantly, however, following the previous year's acquisition of ECF Asset Finance PLC, but much of this expense has been addressed by subsequent cost-cutting. The loss before specific items, which excludes any goodwill impairment or restructuring costs, was £0.14 million (2010: profit £0.09 million) for the year.

 

In summary, we recognise that in order to achieve our targets we will need to return to a sustainable level of profit and we are continuing to restructure the business to achieve that goal but without accepting an unacceptable level of risk. Sustainable profitability will transform the business by allowing a continuing ability to increase net interest income at Conister Bank by utilising our strong capital base.

 

Conister Bank Limited

 

As reported previously one of the Bank's targets was to better manage the relationship between interest income and interest expense. This year the Bank grew this income by £1.54 million to £6.65 million (2010: £5.11 million) with only a modest increase in associated expenses of £0.16 million to £1.90 million (2010: £1.74 million). This allowed us to grow net interest income by £1.38 million to £4.75 million (2010: £3.37 million). This gain was negated by last year's one-off impairment credit of £1.03 million and the full year impact of the ECF Asset Finance PLC (ECF) cost base. This cost base has been reduced to reflect ECF's role of being the supplier of UK asset backed lending opportunities to the Bank. The majority of this cost reduction will flow through the financial statements in the second half of 2012. Also the costs for the year under review have been lessened by the inclusion of a one-off VAT recoverable following our appeal against the application of the Partial Exemption Special Method by the Isle of Man Customs and Excise. Your Board is confident that the amount included will be eventually recovered but will continue to review the position as described in note 21 to these accounts should there be any significant change. We have also, in conjunction with our auditors, carefully reviewed our provisioning policy and the level of provisions taken and the Board is comfortable that our approach is both prudent and conservative, reflecting the uncertainty in the general business environment.

 

The Bank remains solidly funded by retail deposits and this funding model ensures ample access to liquidity to satisfy the Bank's new lending forecasts. The Bank is also not exposed to the same market pressures as its competitors, who continue to find their funding cost volatile as a result of the high levels of political and fiscal uncertainty within the UK and the Eurozone.

 

The combination of plentiful access to liquidity and new emerging distribution networks allowed the Bank to increase advances by £3.13 million to £27.60 million (2010: £24.47 million) which in turn grew net deferred income by £0.46 million to £7.60 million (2010: £7.14 million). The deferred income balance has grown by over 67% in the last two years.

 

Edgewater Associates Limited

 

Whilst Edgewater is an Isle of Man licensed IFA and the Island continues to show good GDP growth despite its major trading partner being in recession, Edgewater has been impacted by the turmoil in global and, in particular, European markets this year. The FTSE opened the year at 6,000 and apart from brief periods in February and April has traded below this figure throughout. The second half of the year witnessed large falls, with the Index mostly trading at well below 5,500 and at times as low as 5,000. These trends are indicative of Global Markets, with more pronounced losses in most European bourses. Renewal income is becoming an increasingly important source of revenue for Edgewater but this is dependent on the quantum of assets under management (AUM). As the value of the AUM reduced so did income, particularly in the second half of the year. Notwithstanding, Edgewater managed to grow its AUM to £130 million in the year (2010: £110 million).

 

Despite the adverse market conditions, Edgewater's renewal income has increased by 280% in the last two years and represented 49% of the business's turnover in the year under review. This is an undoubted and solid base from which to grow future revenues.

 

The business is well placed for the introduction of Retail Distribution Review and the recruitment of additional qualified consultants will contribute positively from 2012 onwards.

 

Also, during the year the business acquired an Isle of Man based general insurer who will offer general insurance products to existing customers of both Edgewater and Conister Bank.

 

Conister Card Services Limited

 

The renewal of our major pre-paid contract for a minimum period of 12 months has allowed us to consider the future of this area of our business. Innovation continues to revolutionise this market place, for example the partnering of pre-paid/debit cards with mobile phones to allow cash to be loaded onto the card via a mobile phone. Innovation such as this will continue as mobile connectivity replaces traditional banking methods and opportunities are most likely to arise initially in countries with less developed banking systems. With all this in mind we continue to discuss ways to further leverage our MasterCard™ membership and grow the card business.

 

Our People

 

I take great pleasure in welcoming Juan Kelly both to the Board and as Managing Director of Conister Bank and subsidiaries. Juan has already made a significant contribution to operations, particularly with regard to our restructuring the sales, customer service and underwriting functions to ensure greater efficiencies.

 

As always, I take this opportunity to thank all our staff for the continuing loyalty and contribution to the Group, particularly in a challenging year.

 

Outlook

 

In previous Statements I have discussed acquisitions as a key component in generating the scale of operations the Group requires. I and the Board are still determined to pursue this process. We have reviewed many financial service businesses as potential purchases in the year under review and in subsequent months but without securing any targets to date. We are committed to only acquiring businesses that operate in profitable niche sectors with strong defensive qualities and unfortunately such businesses are in short supply. However, we continue to review candidates and I hope to be able to make an announcement in this area in the coming months. In the meantime, we will continue to grow a diversified distribution network for the Bank and to introduce new products.

 

It is clear that there is no immediate resolution to current economic uncertainty and this will be the environment in which we operate throughout 2012 and beyond. In times like these, we believe that we are correct to maintain our prudent approach to underwriting quality by only granting loans to customers with satisfactory credit quality. Thus I do not expect an immediate return to profitability at the end of the first half of 2012, but I do expect a significant reduction in any losses by the year end. I remain confident that despite this we will deliver on executing our strategy of growing into a profitable, sustainable and diversified financial services company. We continue to maintain a strong balance sheet where others have faltered.

 

Finally, I would like to thank you for your support as shareholders as we continue to develop the Group.

 

Jim Mellon

Executive Chairman

25 May 2012

 

 

Consolidated Statement of Comprehensive Income

 

 

For the year ended 31 December

 

Notes


2011

£000


2010

£000

 

Interest income



 

6,650


 

5,103

Interest expense



(2,065)


(1,866)







Net interest income



4,585

 

1,191

(739)


3,237

 

654

(700)

 

Fee and commission income

Fee and commission expense

 

 



 

Net fee and commission income/(expense)

 

Net trading income



 

452

 

5,037


 

(46)

 

3,191

 

Other operating income



 

903


 

1,041

Programme costs



(485)


(449)

Foreign exchange (loss)/gain



(10)


12







Operating Income



5,445


3,795







Personnel expenses



(3,314)


(2,713)

Depreciation



(234)


(163)

Other expenses



(2,309)


(1,688)

VAT recoverable

21


684


-

Provision for impairment of loan assets



(463)


1,027

Depositors' Compensation Scheme



-


2

Realised gains on available-for-sale  investments



41


26

Unrealised gain/(loss) on financial assets carried at fair value



15


(200)







(Loss)/profit before specific items



(135)


86

Impairment of goodwill



(111)


-

Acquisition and restructuring costs

9


(537)


(274)







Loss before income tax expense



(783)


(188)







Income tax expense



-


-







Loss for the year



(783)


(188)







Other comprehensive income






Available-for-sale gains taken to equity



3


-

Actuarial (loss)/gain on defined benefit pension scheme



(19)

 


5

Total comprehensive loss for the period attributable to owners



(799)


(183)







Basic and diluted loss per share (pence)

13


(0.88)


(0.24)

 

Consolidated and Company Statement of Financial Position

 



Group


Company

 

As at 31 December

 

Notes

2011

£000


2010

£000


2011

£000


2010

£000

 

Assets









Cash and cash equivalents


2,335


4,795


-


-

Financial assets at a fair value through profit or loss


189


174


-


174

Available-for-sale financial instruments

17

10,495


7,292


-


-

Loans and advances to customers


49,525


48,678


-


-

Commissions receivable


234


237


-


-

Property, plant and equipment


814


760


-


-

Investment in Group undertakings

20

-


-


12,067


12,067

Trade and other receivables

21

1,260


449


31


15

Goodwill

20

2,344


2,203


-


-

 

Total assets


 

67,196


 

64,588


 

12,098


 

12,256

 

Liabilities









Customer accounts


55,910


52,745


-


-

Creditors and accrued charges


855


978


93


209

Amounts owed to Group undertakings


-


-


2,962


2,418

Loan notes


2,210


1,710


2,210


1,710

Deferred consideration


492


475


492


475

Pension liability


79


60


-


-

 

Total liabilities


 

59,546


 

55,968


 

5,757


 

4,812

 

Equity









Called up share capital


18,433


18,258


18,433


18,258

Profit and loss account


(10,783)


(9,638)


(12,092)


(10,814)

 

Total equity


 

7,650


 

8,620


 

6,341


 

7,444

 

Total liabilities and equity


 

67,196


 

64,588


 

12,098


 

12,256

 

 

Consolidated Statement of Cash Flows

 

 

For the year ended 31 December

 

Notes


2011

£000


2010

£000

 

RECONCILIATION OF LOSS BEFORE TAXATION TO OPERATING CASH FLOWS

 






Loss before tax on continuing activities



(783)


(188)

Unrealised (gain)/loss on financial assets carried at fair value



(15)


200

Loss on disposal of property, plant and equipment



6


3

Depreciation charge



234


163

Realised gains on available-for-sale investments



(41)


(26)

Shares issued in lieu of bonuses



-


26

Available-for-sale gains taken to equity



3


-

Actuarial (loss)/gain on defined benefit pension scheme taken to equity



(19)


5

Increase/(decrease) in pension liability



19


(6)

Share-based payment expense/(credit)



4


(178)

(Increase)/decrease in trade and other receivables



(820)


69

Decrease in trade and other payables



(123)


(589)

Decrease in commission debtors



3


55

Impairment of goodwill



111


-

 

Net cash outflow from trading activities



 

(1,421)

 


 

(466)

Increase in loans and advances to customers



(1,058)


(13)

Increase in deposit accounts



3,165


3,202

 

Cash inflow from operating activities


 

686

 

2,723

 

 

CASH FLOW STATEMENT



 

 

 



Cash flows from operating activities






Cash inflow from operating activities



686

-


2,723

-

Taxation paid



 

Net cash inflow from operating activities



 

686


 

2,723

 

Cash flows from investing activities






Purchase of property, plant and equipment



(323)


(179)

(Purchase)/sale of available-for-sale financial instruments

17


(3,162)


2,723

Sale of property, plant and equipment



29


12

Acquisition of subsidiaries net of cash acquired

20


(32)


(11,573)

Payment of deferred consideration



(158)


-

 

Net cash outflow from investing activities



 

(3,646)


 

(9,017)

 

Cash flows from financing activities






Issue of loan notes



500


1,710

Issue of ordinary share capital



-


1,903

Repayment of subordinated loan

29


-


(500)

.

Net cash inflow from financing activities



 

500


 

3,113

 

Decrease in cash and cash equivalents


 

(2,460)


 

(3,181)

 

 

Statement of Changes in Equity

 

 

For the year ended

Share

Capital


Retained

earnings


 

2011


 

2010

Group

£000


£000


£000


£000

 

Balance as at 1 January

 

18,258


 

(9,638)


 

8,620


 

6,052

Loss for the year

-


(783)


(783)


(188)

Other comprehensive (expense)/income

-


(16)


(16)


5









Transactions with owners:








Arising on Shares issued in the year

175


(175)


-


2,404

Adjustment to deferred consideration








Shares to be issued

-


(175)


(175)


-

Share-based payment expense

-


4


4


347

 

Balance as at 31 December

 

18,433


 

(10,783)


 

7,650


 

8,620

 

 

For the year ended

Share

Capital


Retained

earnings


 

2011


 

2010

Company

£000


£000


£000


£000

 

Balance as at 1 January

 

18,258


 

(10,814)


 

7,444


 

6,029

Loss for the year

-


(932)


(932)


(1,336)









Transactions with owners:








Arising on Shares issued in the year

175


(175)


-


2,404

Adjustment to deferred consideration








Shares to be issued (see note 23)

-


(175)


(175)


-

Share-based payment expense

-


4


4


347

 

Balance as at 31 December

 

18,433


 

(12,092)


 

6,341


 

7,444

 

 

Notes

 

Segmental analysis (Note 5)

 

Segmental information is presented in respect of the Group's business segments. The Directors consider that the Group currently operates in one geographic segment, the Isle of Man and UK. The primary format, business segments, is based on the Group's management and internal reporting structure. The Directors consider that the Group operates in four product orientated segments in addition to its investing activities: Asset and Personal Finance (including provision of HP contracts, finance leases, personal loans, commercial loans and block discounting); Litigation Finance; a Prepaid Card division, Conister Card Services; and a Wealth Management division, Edgewater Associates Limited. The Group ceased to provide new Litigation Finance in June 2007.

 

Included within personnel expenses in the Consolidated Income Statement is £172,452 (2010: £265,316) relating to direct salary costs for Conister Card Services.

 

For the year ended 31 December

Asset and Personal Finance


 

Litigation Finance


Conister Card Services


 

Wealth Management


 

Investing

Activities


 

Total

2011

£000


£000


£000


£000


£000


£000

 

Net interest income

 

4,242


 

343


 

-


 

-


 

-


 

4,585

Operating Income

3,565


343


369


1,168


-


5,445

Provision for impairment

(252)


(211)


-


-


-


(463)

Profit before unallocated items

 

448


 

131


 

181


 

6


 

16


 

782

Group central costs

-


-


-


-


-


(917)

 

Loss before specific items











 

(135)

 

Capital expenditure

 

307


 

-


 

-


 

16


 

-


 

323

 

Total assets

 

63,336


 

1,137


 

144



 

190


 

67,196

 

Total liabilities and equity

 

65,594


 

1,137


 

10


 

455


 

-


 

67,196

 

For the year ended 31 December

Asset and Personal Finance


 

 

Litigation Finance


 

Conister Card Services


 

 

Wealth Management


 

 

Investing

Activities


 

 

Total

2010

£000


£000


£000


£000


£000


£000

 

Net interest income

 

2,999


 

238


 

-


 

-


 

-


 

3,237

Operating Income

2,339


238


579


621


-


3,777

Provision for impairment

361


666


-


-


-


1,027

Profit/(loss) before unallocated items

209


861


107


274


(200)


1,251

Group central costs

-


-


-


-


-


(1,165)

 

Profit before specific items

 

 










 

86

 

Capital expenditure

 

335


 

-


 

-


 

1


 

-


 

336

 

Total assets

 

61,042


 

1,011


 

116


 

2,245


 

174


 

64,588

 

Total liabilities and equity

 

62,953


 

1,011


 

59


 

565


 

-


 

64,588

 

Segment capital expenditure is the total cost incurred during the year to acquire equipment and fund leasehold improvements.

 

Acquisition and restructuring costs (Note 9)

 

Restructuring costs in the current year relate to a reorganisation and rationalisation across the Group.

 

Acquisition and restructuring costs in the prior year related to the purchase of Edgewater Associates Limited and ECF Asset Finance PLC and the subsequent restructuring of the UK operations.

 


2011


2010


£000


£000

 

Acquisition costs

 

 


 

 

Legal and professional fees

-


181

Reorganisation of UK and IOM operations




Salary and redundancy costs

537


93






537


274

 

Loss per share (Note 13)

 


2011


2010


£000


£000

 

Loss for the year

 

(783)


 

(188)


 

Number


 

Number





Weighted average number of ordinary shares in issue

89,213,979


76,143,178

Basic and diluted loss per share

(0.88)p


(0.24)p

 

The basic loss per share calculation is based upon loss for the year after taxation and the weighted average of the number of shares in issue throughout the year.

 

Diluted earnings per share is the same as basic loss per share, as for the year ended 31 December 2010 there is no dilution from potential ordinary shares.

 

Available-for-sale financial instruments (Note 17)

 


Group


Company


2011


2010


2011


2010


£000


£000


£000


£000

 

UK Government Treasury Bills

 

10,495


 

7,292


 

-


 

-

 

 

 

10,495


 

7,292


 

-


 

-

 

UK Government Treasury Bills are stated at fair value and unrealised changes in fair value are reflected in equity. 

 

Investment in Group undertakings (Note 20)

 

The company has the following investments in subsidiaries incorporated in the Isle of Man:


 

Nature of

business

31 December 2011

% Holding

 

Date of incorporation

Total

2011

£


Total

2010

£

Carrying value of investments


 

Conister Bank Limited

 

Asset and personal finance

 

100

 

5.12.1935

 

10,067,000


 

10,067,000

TransSend Holdings Limited

Holding Company for prepaid card division

100

5.11.2007

-


-

Bradburn Limited

Holding Company

100

15.05.2009

1


1

Edgewater Associates Limited

Wealth Management

100

24.12.1996

2,000,000


2,000,000

 

 




12,067,001


12,067,001

 

Goodwill

 

 

 

Goodwill

Group

2011

£000

 

Group

2010

£000

 

Edgewater Associates Limited (EWA)

 

1,849

 

 

1,849

ECF Asset Finance PLC (ECF)

354

 

354

Three Spires Insurance Services Limited (Three Spires)

41

 

-

 

 

2,244

 

 

2,203

 

Acquisition adjustment ECF

 

211

 

 

-

Impairment ECF

(111)

 

 

-

 

 

 

2,344

 

 

2,203

 


 

 

 

Following a detailed review of the acquired ECF loan book at 30 June 2011 an adjustment was made to the fair value of the assets acquired under the provisions of IFRS3. A reduction of £211,000 (2010: nil) was made to the value of certain loan assets where evidence from the review identified that the recoverable value assumed at the date of acquisition was overstated.

Goodwill on the ECF acquisition was reviewed for impairment based on anticipated future business and an impairment provision of £111,000 (2010: nil) was made during the year.

 

Goodwill impairment

 

The goodwill is considered to have an indefinite life and is reviewed on an annual basis by comparing its estimated recoverable amount with its carrying value. The estimated recoverable amount in relation to the goodwill generated on the purchase of EWA is based on the forecasted 3 year profit numbers, extrapolated to 10 years using a 5% annual increment, and then discounted using a 10% discount factor. The sensitivity of the analysis was tested using additional discount factors of 15% and 20% and stable profit levels.

 

The estimated recoverable amount in relation to the goodwill generated on the purchase of ECF is based on forecasted 3 year sales interest income (calculated at 5% margin), extrapolated to 10 years using a 5% annual increment, and then discounted using a 10% discount factor. The sensitivity of the analysis was tested using additional discount factors of 15% and 20% and varying sales volumes.

 

On the basis of the above reviews no impairment to goodwill has been made in the current year other than that noted separately above.

 

The goodwill generated on the purchase of Three Spires has not been reviewed at the current year end due to the short amount of time between acquisition and year end.  The goodwill will be reviewed for impairment in a similar way to both EWA and ECF for future years.

Acquisitions

 

Three Spires

 

On 21 June 2011, EWA (a subsidiary of Manx Financial Group PLC) acquired the entire share capital of Three Spires, an Independent Financial Advisor and General Insurance broker based in the Isle of Man.  Three Spires is regulated by the Insurance and Pensions Authority.

 

The following summarises the major classes of consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date:

 

Consideration transferred

2011

£000

 

Cash

 

57

Deferred consideration

20


77

 

Deferred consideration

 

The deferred element of the consideration was payable in cash over the three month period from July to September 2011 on the last day of the month.

 

 

Identifiable assets acquired and liabilities assumed

2011

£000

 

Cash

 

45

Trade and other receivables

4

Trade and other payables

(13)



Total identifiable net assets

36

 

 

 

Goodwill

2011

£000

 

Total consideration transferred

 

77

Fair value of identifiable net assets

(36)

Goodwill

41

 

The goodwill attributable to Three Spires is in relation to its established IFA and general insurance client base and the skills and experience of its staff.

 

Trade and other receivables (Note 21)

 

 

     Group

         Company

 

2011

£000

 

2010

£000

 

2011

£000

 

2010

£000

 

Trade Debtors

 

114

 

 

207

 

 

-

 

 

-

Prepayments and other debtors

462

 

242

 

20

 

9

VAT recoverable

684

 

-

 

11

 

6

 

 

 

 

 

 

 

 

 

1,260

 

449

 

31

 

15

 

Included in trade and other receivables is an amount of £684,000 relating to a reclaim of value added tax (VAT).

 

Conister Bank Limited (the Bank), as the Group VAT registered entity, has for some time considered the VAT recovery rate being obtained by the business was neither fair nor reasonable, specifically regarding the attribution of part of the residual input tax relating to the HP business not being considered as a taxable supply. Queries have been raised with the Isle of Man Government Customs & Excise Division (C&E), and several reviews of the mechanics of the recovery process were undertaken by the Company's professional advisors.

 

The decision of the first-tier Tax Tribunal released 18 August 2011 in respect of Volkswagen Financial Services (UK) Limited v HM Revenue & Customs (TC01401) ("VWFS Decision") added significant weight to the case put by the Bank and a request for a revised Partial Exemption Special Method was submitted in December 2011. The proposal put forward by the Bank is that the revised method would allocate 50% of costs in respect of HP transactions to a taxable supply and 50% to an exempt supply. In addition at this time a Voluntary Disclosure was made as a retrospective claim for input VAT under-claimed in the last 4 years, HM Revenue & Customs have appealed the decision.

 

Discussions regarding the retrospective claim are ongoing, however, there has been an acknowledgment that the old partial exemption special method was neither fair nor reasonable, and the revised Partial Exemption Special Method has been agreed to be not unreasonable but is unlikely to be agreed prior to the appeal being heard. C&E have also confirmed that they are happy for this method to have been applied in Quarter 4 2011, and to apply to future returns pending approval.

 

On the basis of the discussions and correspondence with C&E in addition to the VWFS Decision, the Directors believe that the VAT claimed retrospectively will be secured.

 

Related party transactions (Note 29)

 

Staff loans

Details of staff loans are given in note 18 to the financial statements.

 

Convertible loans and loan notes

Details of convertible loan arrangements and loan notes are given in note 24 to the financial statements.

 

Subordinated loan (prior year)

On 22 December 2008 the Bank entered into a subordinated loan agreement for £500,000 with Jim Mellon. The loan was unsecured, bore interest on commercial terms and no repayment of the loan was necessary in the first 5 years. This loan represented a Related Party Transaction in accordance with AIM Rule 13. Accordingly, the Independent Directors consulted with the Group's Nominated Adviser, considered the terms of the transaction to be fair and reasonable insofar as the shareholders of the Company were concerned.

 

On 3 March 2010 this loan was repaid by the Bank.

 

 

Key management personnel (including Executive Directors') compensation

 


2011


2010


£000


£000

 

Short-term employee benefits

 

336


 

395

Share-based payments

-


26





Total

336


421





 

 

The share based payments expense in prior year related to shares in lieu of cash bonuses to two of the Executive Directors.

 

 

END.


This information is provided by RNS
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