Annual Financial Report

RNS Number : 1635E

Manx Financial Group PLC

28 May 2012

FOR IMMEDIATE RELEASE 7.00am on 28^th 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		4,585 1,191 (739)	3,237 654 (700)
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		686 -	2,723 -
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
For the year ended 31 December	£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	2,389	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
For the year ended 31 December	£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	Nature of business	31 December 2011 % Holding	Date of incorporation	Total 2011 £	Total 2010 £
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