Last checked at 30 Sep 2008 07:00
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Conister Financial Group plc
30 September 2008
FOR IMMEDIATE RELEASE 30 SEPTEMBER 2008
Conister Financial Group PLC
Unaudited Interim Results for the 6 months ended 30 June 2008
Conister Financial Group PLC (“CFG” or “the Group”) is pleased to announce its financial results for the six months ended 30 June 2008.
The Group comprises Conister Trust, the banking division that was formed in the Isle of Man in 1935 which specialises in providing finance for personal and business use, and TransSend, the prepaid card division formed in 2006 to take advantage of the worldwide explosion in the prepaid card market.
Financial Highlights:
·; Loss before tax £3.0m (2007 - £0.4m) this was as expected and planned and reflects:
o Further investment in TransSend £2.2m (2007 - £0.5m) which is now bearing fruit
o Loss from Litigation Funding (in run-off) £0.2m (2007 - profit £0.2m)
o Increased group central costs as CFG invests in management to transform the Group £0.7m (2007 - £0.3m)
·; Conister Trust’s ongoing Asset and Personal Finance business maintains its profitability at £0.15m
·; Interest income up 5.6% to £3.7m driven by a 165% increase in Premium Finance income to £0.7m (2007 - £0.3m)
·; TransSend generating income £0.3m (2007 £nil)
·; Conister Trust is strongly capitalised with a Tier 1 capital ratio of 20.5% compared to the average of UK banks 5.5%
·; Cash balances £15.3m (2007 - £10.6m)
·; Customer deposits £57.6m (2007 - £48.9m)
·; Fiduciary deposits £74.4m (2007 - £nil)
Operational Highlights:
·; Strategic share stakes swapped with AIM listed Equity Special Situations Limited (“ESS”) as CFG and ESS identify further synergistic benefits of working together
·; Litigation funding net receivables reduced from £4.0m last year to £2.0m
·; Premium finance receivables increase from £4.2m to £15.5m (+269%) on what are proving to be very low risk loans which finance the payment of motor insurance premiums
·; Personal Asset and Finance loan book is stable with low bad debt experience
·; No wholesale loans, no corresponding debt on the balance sheet
·; No exposure to the sub-prime sector or mortgages
Subsequent Events:
·; Strategic sale of 51% of TransSend to ESS (41%) and Altair Financial Services International Plc (10%) (see separate announcement released today) to facilitate the growth of TransSend as a standalone business and maximise shareholder value. The sale is conditional upon certain operational milestones being reached within six months of the sale
Arron Banks, Chief Executive Officer, said:
In these worrying times for the banking sector Conister Trust is well capitalised and is unaffected by the troubles being experienced by banks globally. During the first 6 months of 2008 we have made further progress towards becoming a private banking group. In addition we have invested further in TransSend so it can seize the opportunities to expand in a promising and potentially huge market. I am pleased to announce today that we have two new partners as shareholders in TransSend (ESS and Altair) and this will enable value for our shareholders to be created as TransSend becomes an independent entity that is positioned for further third party investment and a potential IPO. The prepaid card market is growing at home and abroad by 100% annually. The current banking crisis is likely to accelerate the attractiveness of the prepaid market.
| For further information, please contact: |
| Conister Financial Group plcArron F A Banks / Chris JohnstoneTel 07918 608480 |
| Beaumont Cornish LimitedRoland CornishTel +44 (0) 20 7628 3396 |
| Britton Financial PR Tim Blackstone Tel 07957 140416 |
Chairman’s Statement
Introduction
In my Interim Results’ statement last year I wrote about the “the well-publicised turmoil in the worlds banking system.” Twelve months on it seems little has changed. The crisis hitting the UK, European and American banks has now reached epidemic proportions and not a day goes by when this does not feature in media headlines.
Conister Trust is not being affected by the market turmoil; we have absolutely no debt on the balance sheet and are not exposed to wholesale loans. Equally we are not involved in sub-prime loans or mortgage lending. Our customer deposits are up to £57.6m from £48.9m, a year ago, as customers identify that we are a safe haven with a well capitalised balance sheet with a Tier 1 capital ratio of 20.5% which compares very favourably against the average for UK banks of 5.5%.
Financial Review
The loss for the six months ended 30 June 2008 was £3.0m (2007 - £0.4m); this was as expected and planned and reflects the further investment in TransSend our prepaid card business at cost of £2.2m (2007 - £0.5m) which is now bearing fruit.
In addition there was a loss of £0.2m from Litigation Funding (2007 - £0.2m profit) following our decision to discontinue this business in the early part of 2007. We are in litigation with a number of personal injury solicitors who have chosen not to repay loans made to their clients to pursue personal injury claims. As previously reported we were successful in the Court hearing of the “Preliminary Issue” but this decision was recently overturned on appeal. This was however only one of many issues being defended by the personal injury solicitors and the case continues. We remain confident of our position and have a secondary case against our original legal advisors who were instructed to develop appropriate credit agreements (which the personal injury solicitors are now challenging) in the event our primary case is unsuccessful.
Finally, we have further strengthened the management team with the appointment of a new Chief Executive, Arron Banks and Chris Johnstone as Interim Finance Director (a non board appointment). Further we have recently appointed Simon Hull as Managing Director of Conister Trust who was previously Managing Director of Alliance and Leicester International on the Isle of Man. Such strengthening of the team and building of a central infrastructure is essential if we are to transform the business into a successful private banking group. In the short-term this adds to costs and group central overheads have increased as a result to £0.7m (2007 - £0.3m). In the medium term the value that this team is expected to create will enhance profitability.
Conister Trust – Banking Division
In addition to my comments above it is pleasing to report that the Bank’s ongoing Asset and Personal Finance operation made a profit of £145,000 (2007 - £175,000). Whilst this is recognised as only small it is pleasing to be in such a position when so many banks are reporting huge losses and asset write-downs.
Our loan book has increased by 8% to £56.3m (2007 - £51.9m) with low risk Premium Finance receivables increasing by 257% to £15.0m (2007 - £4.2m). Our arrears are stable and we continue to enjoy a very low level of bad debts.
Cash balances are healthy, given the increased level of customer deposits and stand at £15.3m at the end of June 2008 (2007 - £10.6m).
We continue to look for new profitable lending and banking opportunities and believe that with the influx of new management talent that these will be forthcoming in the near future.
TransSend – Prepaid Card Division
Investment in TransSend has continued to enable it to grasp the growth opportunities that exist in this market. At the time of writing 37,000 cards have been issued. Since the start of the year a number of valuable contracts have been signed with Intercash, Playtech and Income Access to provide prepaid payout cards to customers in the gaming sector and to affiliate marketers. These, together with additional contracts in the pipeline should see further increases in the numbers of cards issued in the remainder of the year.
We are already producing valuable revenues from TransSend with £288,000 of income arising on float balances (which stood at £4.6m at the end of June 2008) and from card transactional income arising in the six months ended 30 June 2008.
We separately announced in detail today that we have agreed the strategic sale of 51% of TransSend - 41% to AIM listed Equity Special Situations Limited (“ESS”) and 10% to Altair Financial Services International Plc (“Altair”). Altair is a leading player in the global prepaid card market and is already certified for issue processing in Latin America and the Caribbean, Asia Pacific, Middle East and Africa, United States of America and throughout Europe. It has adopted innovative payment solutions and supports the paypass card at the City of Manchester Stadium, home of Manchester City Football Club and has recently teamed up with Tesco to launch a prepaid travel card. ESS already has an interest in the prepaid card sector through an investment in Altair.
The sale of the 51% stake is for an estimated consideration of £5.1m and is to be satisfied by the issue of shares in ESS and Altair or cash at the discretion of the buyers. This strategic sale is designed to facilitate the development of TransSend as a standalone business, through the involvement of new shareholders with significant expertise and interests in the prepaid sector. Altair has its own processing capabilities but no e-Money licence whereas TransSend outsources its processing and has an e-Money licence application with the Financial Services Authority in the UK at an advanced stage. The sale is conditional upon certain operational milestones being reached within six months of the sale. We have already identified potentially significant synergies to provide potential for an improved market proposition and resultant profitability.
New Shareholder Partner
On 23rd June 2008 we announced that we had acquired a 9.9% strategic stake in ESS and in return they had acquired 9.9% of Conister Financial Group. This alliance was strengthened further on 9th September 2008 when ESS increased its stake in Conister to 19.9% and Conister to 18.6% in ESS. This relationship has already resulted in the strengthening of TransSend’s through the introduction of new shareholders and strategic partners. Further significant synergies between Conister and ESS’s existing investment portfolio have been identified that we expect to be of considerable benefit to both companies.
Board Changes and People
Finally it would be amiss of me not to thank all of our staff for their considerable endeavours during these changing times at Conister. Particular thanks go to two Directors, Dr. Chris Fay, who left the Board recently for personal reasons, and also to Jerry Linehan who left the Group on 19th September 2008.
Outlook
With a strong balance sheet, new shareholders and strategic partners, and a talented executive team I look forward to reporting further good progress as the Group continues to develop.
James Mellon
Chairman
30 September 2008
Conister Financial Group PLC
Condensed Consolidated Income Statement
| | | | | |
| | | 6 months to 30 June 2008 | 6 months to 30 June 2007 | 12 months to 31 December 2007 |
| | | £000 | £000 | £000 |
| | Notes | (unaudited) | (unaudited) | (audited) |
| Interest income | | 3,725 | 3,529 | 6,851 |
| Interest expense | | (1,733) | (1,213) | (2,631) |
| | | ______ | ______ | ______ |
| Net interest income | 2 | 1,992 | 2,316 | 4,220 |
| | | ______ | ______ | ______ |
| Fee and commission expense | | (322) | (394) | (898) |
| | | ______ | ______ | ______ |
| Net trading income | | 1,670 | 1,922 | 3,322 |
| Net (loss)/profit from financial assets carried at fair value | 5 | (77) | 106 | (148) |
| Dividend income from financial assets carried at fair value | | — | — | 340 |
| — — 340 Other operating income | | 298 | 64 | 362 |
| | | ______ | ______ | ______ |
| | | | | |
| Operating income | 2 | 1,891 | 2,092 | 3,876 |
| Personnel expenses | | (2,414) | (1,429) | (3,167) |
| Depreciation | | (42) | (27) | (60) |
| Other expenses | | (2,126) | (1,243) | (3,353) |
| Impairment (loss)/profit | 2 | (292) | 230 | (464) |
| Shareholder litigation costs | | — | — | (318) |
| Scheme of arrangement costs | 2,3 | (45) | (64) | (481) |
| | | ______ | ______ | ______ |
| Loss before income tax | 2 | (3,028) | (441) | (3,967) |
| Income tax expense | | — | (25) | (174) |
| | | ______ | ______ | ______ |
| Loss for the period/year | | (3,028) | (466) | (4,141) |
| | | ______ | ______ | ______ |
| Basic and diluted loss per share (pence) | 4 | (5.92) | (1.11) | (9.48) |
| | | | | |
The Directors consider that all results derive from continuing activities.
Conister Financial Group PLC Consolidated Balance Sheet
| | | | | |
| | | 6 months to 30 June 2008 | 6 months to 30 June 2007 | 12 months to 31 December 2007 |
| | | £000 | £000 | £000 |
| | Notes | (unaudited) | (unaudited) | (audited) |
| | | | | |
| Assets | | | | |
| Cash and cash equivalents | | 15,303 | 10,630 | 22,905 |
| Financial assets at fair value through profit or loss | 5 | 221 | 552 | 298 |
| Available-for-sale financial instruments | 6 | 5,305 | — | — |
| Loans and advances to customers | | 56,333 | 51,913 | 56,737 |
| Property, plant and equipment | | 338 | 102 | 277 |
| Deferred tax | | — | 160 | — |
| Trade and other receivables | | 676 | 476 | 1,072 |
| | | ______ | ______ | ______ |
| Total assets | | 78,176 | 63,833 | 81,289 |
| | | ______ | ______ | ______ |
| | | | | |
| Liabilities | | | | |
| Customer accounts | | 57,600 | 48,888 | 61,973 |
| Creditors and accrued charges | | 1,075 | 728 | 1,538 |
| Pension liability | | 335 | 209 | 305 |
| | | ______ | ______ | ______ |
| Total liabilities | | 59,010 | 49,825 | 63,816 |
| | | ______ | ______ | ______ |
| | | | | |
| Equity | | | | |
| Called up share capital | | 14,079 | 10,515 | 12,680 |
| Share premium account | | 2,732 | 3,312 | 8,337 |
| Merger reserve | 1 | 8,337 | — | — |
| Share option reserve | | 605 | 162 | 238 |
| Retained earnings | | (6,587) | 19 | (3,782) |
| | | ______ | ______ | ______ |
| Total equity | | 19,166 | 14,008 | 17,473 |
| | | ______ | ______ | ______ |
| Total liabilities and equity | | 78,176 | 63,833 | 81,289 |
| | | ______ | ______ | ______ |
Conister Financial Group PLC
Consolidated Cash Flow Statement
| | 6 months to 30 June 2008 | 6 months to 30 June 2007 | 12 months to 31 December 2007 |
| | £000 | £000 | £000 |
| | (unaudited) | (unaudited) | (audited) |
| | | | |
| Loss before taxation | (3,028) | (441) | (3,967) |
| Movement in financial assets held at fair value through profit and loss | 77 | (106) | 148 |
| Dividend income from financial assets carried at fair value | — | — | (340) |
| Loss on disposal of property, plant and equipment | 17 | — | 25 |
| Depreciation charge | 42 | 27 | 60 |
| Share-based payment expense | 367 | 47 | 123 |
| Pension scheme | (30) | (43) | (61) |
| Decrease/(increase) in trade debtors | 394 | 24 | (232) |
| (Decrease)/increase in trade creditors | (463) | 44 | 858 |
| | ______ | ______ | ______ |
| Net cash outflow from trading activities | (2,624) | (448) | (3,386) |
| | | | |
| Decrease/(increase) in loans and advances to customers | 404 | 1,878 | (2,946) |
| (Decrease)/increase in deposit accounts | (4,373) | (3,510) | 9,575 |
| | ______ | ______ | ______ |
| Cash (outflow)/inflow from operating activities | (6,593) | (2,080) | 3,243 |
| | ______ | ______ | ______ |
| | | | |
| | | | |
| | | | |
| | | | |
| CASH FLOW STATEMENT | | | |
| Cash flows from operating activities | | | |
| Cash (outflow)/inflow from operating activities | (6,593) | (2,080) | 3,243 |
| Taxation paid | — | — | (5) |
| | ______ | ______ | ______ |
| Net cash (outflow)/inflow from operating activities | (6,593) | (2,080) | 3,238 |
| | | | |
| Cash flows from investing activities | | | |
| Purchase of tangible fixed assets | (106) | (11) | (244) |
| Purchase of available-for-sale financial instruments | (908) | — | — |
| | ______ | ______ | ______ |
| Net cash outflow from investing activities | (1,014) | (11) | (244) |
| | | | |
| Cash flows from financing activities | | | |
| Issue of ordinary share capital | 5 | 37 | 7,227 |
| | ______ | ______ | ______ |
| Net cash inflow from financing activities | 5 | 37 | 7,227 |
| | ______ | ______ | ______ |
| (Decrease)/increase in cash and cash equivalents | (7,602) | (2,054) | 10,221 |
| | ______ | ______ | ______ |
| | | | |
| Cash and cash equivalents at beginning of period | 22,905 | 12,684 | 12,684 |
| | | | |
| Cash and cash equivalents at end of period | 15,303 | 10,630 | 22,905 |
| | | | |
Non-cash transactions
During the period shares were issued for the acquisition of an investment — see Note 6.
Conister Financial Group PLC
Consolidated Statement of Recognised Income and Expenses and Consolidated Statement of Changes in Equity
Consolidated Statement of Recognised Income and Expenses
| | 6 months to 30 June 2008 | 6 months to 30 June 2007 | 12 months to 31 December 2007 |
| | £000 | £000 | £000 |
| | (unaudited) | (unaudited) | (audited) |
| | | | |
| (Loss)/gain on pension scheme | (48) | 186 | 48 |
| Deferred tax associated with gain on pension scheme | — | (21) | (11) |
| Fair value gain from available-for-sale financial instruments | 271 | — | — |
| Other | — | — | 2 |
| | ______ | ______ | ______ |
| Income recognised directly in equity | 223 | 165 | 39 |
| Loss for the period/year | (3,028) | (466) | (4,141) |
| | ______ | ______ | ______ |
| Total recognised expense for the period/year | (2,805) | (301) | (4,102) |
| | ______ | ______ | ______ |
| | | | |
Consolidated Statement of Changes in Equity
| | Share capital | Share premium | Merger reserve | Share option reserve | Retained earnings | Total 30 June 2008 | Total 30 June 2007 | Total 30 Dec 2007 |
| | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
| | | | | | | | | |
| Balance at 1 January | 12,680 | 8,337 | — | 238 | (3,782) | 17,473 | 14,225 | 14,225 |
| Loss for the period/year | — | — | — | — | (3,028) | (3,028) | (466) | (4,141) |
| Arising on shares issued | 1,399 | 2,732 | — | — | — | 4,131 | 37 | 7,227 |
| Movement on share option reserve | — | — | — | 367 | — | 367 | 47 | 123 |
| Other recognised income attributable to equity holders | — | — | — | — | 223 | 223 | 165 | 39 |
| Transfer to merger reserve (Note 1) | — | (8,337) | (8,337) | — | — | — | — | — |
| | ______ | ______ | ______ | ______ | ______ | ______ | ______ | ______ |
| Balance at 30 June 2008 | 14,079 | 2,732 | 8,337 | 605 | (6,587) | 19,166 | 14,008 | 17,473 |
| | ______ | ______ | ______ | ______ | ______ | ______ | ______ | ______ |
Conister Financial Group PLC
Notes to the Consolidated Financial Statements
1. Preparation of the interim statements
The interim financial statements are unaudited but have been reviewed by the company’s Independent Auditors.
The comparative figures for the twelve months to 31 December 2007 have been extracted from the financial statements of Conister Trust Limited (formerly PLC), on which the Independent Auditors gave an unqualified opinion. The comparative figures for the six months to 30 June 2007 have been extracted from the Interim Financial Statement which was the subject of a review opinion by the Independent Auditors.
Conister Trust Limited (formerly PLC), following an Isle of Man Court sanctioned Scheme of Arrangement, became a wholly owned subsidiary of Conister Financial Group PLC with effect from 31 January 2008. As of this date all Shareholders of Conister Trust Limited (formerly PLC) became the Shareholders of Conister Financial Group PLC.
The interim financial statements have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’. The accounting policies (unless stated otherwise) have been applied consistently with those presented in the Annual Report for the twelve months to 31 December 2007 and comply with IFRSs and IFRIC interpretations applicable to companies reporting under IFRS.
For the purpose of the consolidated financial statements the scheme of arrangement, whereby Shareholders in Conister Trust Limited (formerly PLC) received shares in Conister Financial Group PLC, has been treated as a Group reconstruction. Merger accounting principles have been used for the Group reconstruction, such that the consolidated results of Conister Financial Group PLC have been prepared on the basis that the current Group always existed.
2. Segmental analysis
Segment 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 three product orientated segments: Asset and Personal Finance (including provision of HP contracts, leases, personal loans and premium finance); Litigation Finance; and a prepaid card division, TransSend. The Group ceased to provide new Litigation Finance lending in June 2007.
| | Asset and Personal Finance | Litigation Finance | TransSend Division | Total 2007 |
| | £000 | £000 | £000 | £000 |
| | | | | |
| for the six months to 30 June 2008 | | | | |
| Net interest income | 1,884 | 33 | 75 | 1,992 |
| Operating income | 1,570 | 33 | 288 | 1,891 |
| Impairment (loss)/profit | (228) | (64) | — | (292) |
| Profit/(loss) before unallocated items | 145 | (184) | (2,248) | (2,287) |
| Group central costs | | | | (696) |
| Scheme of arrangement | | | | (45) |
| | ______ | ______ | ______ | ______ |
| Loss before income tax | | | | (3,028) |
| | ______ | ______ | ______ | ______ |
| Capital expenditure | 129 | — | 62 | 191 |
| | ______ | ______ | ______ | ______ |
| | | | | |
| Total assets | 74,213 | 1,956 | 2,007 | 78,176 |
| | ______ | ______ | ______ | ______ |
| Total liabilities | 55,695 | 1,956 | 1,359 | 59,010 |
| | ______ | ______ | ______ | ______ |
Conister Financial Group PLC
Notes to the Consolidated Financial Statements
2. Segmental analysis continued
| | Asset and Personal Finance | Litigation Finance | TransSend Division | Total 2007 |
| | £000 | £000 | £000 | £000 |
| | | | | |
| for the six months to 30 June 2007 | | | | |
| Net interest income | 2,187 | 120 | 9 | 2,316 |
| Operating income | 1,963 | 120 | 9 | 2,092 |
| Impairment (loss)/profit | (267) | 497 | — | 230 |
| Profit/(loss) before unallocated items | 175 | 196 | (499) | (128) |
| Group central costs | | | | (249) |
| Scheme of arrangement | | | | (64) |
| | ______ | ______ | ______ | ______ |
| Loss before income tax | | | | (441) |
| | ______ | ______ | ______ | ______ |
| Capital expenditure | 13 | — | 12 | 25 |
| | ______ | ______ | ______ | ______ |
| | | | | |
| Total assets | 59,018 | 3,985 | 830 | 63,833 |
| | ______ | ______ | ______ | ______ |
| Total liabilities | 45,010 | 3,985 | 830 | 49,825 |
| | ______ | ______ | ______ | ______ |
| | Asset and Personal Finance | Litigation Finance | TransSend Division | Total 2007 |
| | £000 | £000 | £000 | £000 |
| | | | | |
| for the twelve months to 31 December 2007 | | | | |
| Net interest income | 4,080 | 140 | — | 4,220 |
| Operating income | 3,542 | 140 | 194 | 3,876 |
| Impairment (loss)/profit | (478) | 14 | — | (464) |
| Profit/(loss) before unallocated items | 517 | (688) | (2,469) | (2,640) |
| Group central costs | | | | (528) |
| Shareholder litigation costs | | | | (318) |
| Scheme of arrangement | | | | (481) |
| | ______ | ______ | ______ | ______ |
| Loss before income tax | | | | (3,967) |
| | ______ | ______ | ______ | ______ |
| Capital expenditure | 111 | — | 133 | 244 |
| | ______ | ______ | ______ | ______ |
| | | | | |
| Total assets | 78,596 | 2,496 | 197 | 81,289 |
| | ______ | ______ | ______ | ______ |
| Total liabilities | 61,320 | 2,496 | — | 63,816 |
| | ______ | ______ | ______ | ______ |
Conister Financial Group PLC
Notes to the Consolidated Financial Statements
3. Scheme of arrangement costs
Conister Trust Limited (formerly PLC), following an Isle of Man Court sanctioned Scheme of Arrangement,became a wholly owned subsidiary of Conister Financial Group PLC with effect from 31 January 2008. The legal and professional expenses attributable to this corporate restructure are presented on the face of theIncome Statement.
4. Loss per share
| | 30 June 2008 | 30 June 2007 | 31 December 2007 |
| | £000 | £000 | £000 |
| | (unaudited) | (unaudited) | (audited) |
| | | | |
| Loss for the period/year | (3,028) | (466) | (4,141) |
| | | | |
| | Number | Number | Number |
| Weighted average number of ordinary shares in issue | 51,150,345 | 41,976,212 | 43,689,141 |
| | | | |
| Basic and diluted loss per share | (5.92)p | (1.11)p | (9.48)p |
The basic loss per share calculation is based upon loss for the period/year after taxation and the weighted average of the number of shares in issue throughout the period/year.
There is no difference between basic and fully diluted loss per share due to a loss being made in the period.
5. Financial assets at fair value through profit and loss
Financial assets at fair value through profit or loss represent shares in a UK quoted company, designated at fair value through profit or loss on initial recognition. The investment is stated at market value with the difference between cost and market value included within the income statement.
6. Available-for-sale financial instruments
On 23 June 2008, the Group acquired 2,042,705 ordinary shares (equivalent to a 9.9% interest) in Equity Special Situations Limited (ESS), an AIM listed strategic investment company incorporated in Guernsey, for a consideration of £4,453,096. The consideration was settled by issuing 5,575,150 ordinary shares in CFG at a price of 74p and the payment of £327,486.
The Group has also acquired two other investments during the period which are categorised as available-for-sale.
Available-for-sale financial assets are stated at fair value and changes in fair value are reflected in equity.
Conister Financial Group PLC
Notes to the Consolidated Financial Statements
7. Share option reserve
On 1 February 2008, options to subscribe for 1,275,000 Ordinary 25p shares, which are exercisable from the date of grant up to 1 February 2018, were granted under the terms of the Conister Financial Group PLC Employee Share Option Scheme at an exercise price of 81p. These options will vest if the share price reaches 175p within three years from the date of grant. The Scheme balance as at 30 June 2008 was 925,000.
On 30 May 2008, options to subscribe for 1,000,000 Ordinary 25p shares, which are exercisable from the date of grant up to 30 May 2018, were granted under the terms of the Conister Financial Group PLC Employee Share Option Scheme at an exercise price of 70p. These options will vest if the share price reaches 100p within ten years from the date of grant. The Scheme balance as at 30 June 2008 was 1,000,000.
A share-settled bonus, conditional on the share price reaching 100p within three years from the grant date, of 500,000 Ordinary 25p shares each was granted to Mr A F A Banks (Conister Financial Group PLC, Chief Executive) and Mr C Johnstone (Conister Financial Group PLC, Interim Finance Director) at an exercise price of nil.
8. Regulatory
The company’s wholly owned subsidiary Conister Trust Limited is licensed to undertake banking business by the Isle of Man Government Financial Supervision Commission.
TransSend Payments Limited has submitted an application for an e-money licence under which, if successful, it will become regulated by the Financial Services Authority in the UK.
9. Contingent liabilities
The company’s wholly owned subsidiary Conister Trust Limited is required to be a member of the Isle of Man Government Depositors’ Compensation Scheme which was introduced by the Isle of Man Government under the Banking Business (Compensation of Depositors) Regulations 1991. Conister Trust Limited has not been notified of any potential claims under the Scheme as at the date of signing these financial statements.
10. Related party transactions
‘Loans and advances to customers’ includes a loan due to Conister Trust Limited from NewLaw, a UK firm of Solicitors. The loan carries interest at 7.3 per cent per annum and is repayable after 36 months. As at 30 June 2008 the balance on the loan was £389,435. NewLaw is a related party of Mr A F A Banks (Conister Financial Group PLC, Chief Executive). The loan is secured by a personal guarantee from Mr A F A Banks.
NewLaw also provide legal services to the Group. Fees charged for these services in the period totalled £337,791.
Conister Trust Limited (formerly PLC) has an agreement with Group Direct Limited, a UK insurance broker, to provide premium financing of insurance policies brokered by Group Direct of at least £5 million annually over four years. The majority of these policies are issued by Southern Rock Insurance Company Limited. In the period the Group provided financing of £13.6 million, earning interest income of £686,000. Group Direct Limited and Southern Rock Insurance Company Limited are related parties of Mr A F A Banks.
During the period Conister Trust Limited held cash on deposit on behalf of Mr J Mellon (Conister Financial Group PLC, Chairman), and a company related to him, Mr A F A Banks and Mr D Eke (Conister Financial Group PLC, Non-Executive Director), and a company related to him. Normal commercial interest rates are paid on these deposits.
Key management personnel and Executive Director compensation for the year comprises:
| | 30 June 2008 | 30 June 2007 | 31 December 2007 |
| | £000 | £000 | £000 |
| | | | |
| Short-term employee benefits | 611 | 390 | 838 |
| Share-based payments | 244 | 54 | 79 |
| | ______ | ______ | ______ |
| Total | 855 | 444 | 917 |
| | ______ | ______ | ______ |
Conister Financial Group PLC
Notes to the Consolidated Financial Statements
11. Post-balance sheet events
On 12 September 2008 the company increased its holding in Equity Special Situations Limited (‘ESS’) by acquiring a further 2,206,090 of ESS ordinary shares at a price of 235p per share. This transaction increased the holding to 18.6 per cent of the AIM traded strategic investment company.
In consideration, the Company issued to ESS 7,101,798 new ordinary shares at 73p per share, which amounts to nominal share capital of £1,775,450 and share premium of £3,408,863. ESS now holds 19.99 per cent of the ordinary share capital of Conister Financial Group PLC.
On 13 August 2008 Jerry Linehan resigned as a Director of Conister Financial Group PLC. The date of cessation of his employment is 19 September 2008.
On 5 September 2008 Dr Chris Faye resigned as a Director of Conister Financial Group PLC.
12. Litigation
Conister Trust Limited entered into litigation with a firm of solicitors following their refusal to repay loans made by Conister Trust Limited to a number of their clients. As at 30 June 2008 the amount owed by the firm of solicitors was £369,000.
On 11 April 2008 judgment on a preliminary issue in this case was handed down in favour of Conister Trust Limited. On 21 July 2008 the Court of Appeal reversed the earlier decision and ruled against Conister Trust Limited.
13. Approval of interim statements
The interim statements were approved by the Board on 29 September 2008. The interim report is expected to be posted to Shareholders on 2 October 2008 and will be available from that date at the Group’s Registered Office: Conister House, Isle of Man Business Park, Cooil Road, Braddan, Isle of Man, IM2 2QZ.
The Group’s nominated adviser is Beaumont Cornish Limited, 5th Floor, 10-12 Copthall Avenue, London, EC2R 7DE. The Group’s broker is Fairfax I.S.PLC, 46 Berkeley Square, London, W1J 5AT.
The Interim and Annual reports, along with other supplementary information of interest to shareholders, are included on our website. The address of the website is www.cfgplc.com which includes investor relations information and contact details.
This information is provided by RNS
The company news service from the London Stock Exchange