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FIMBank Plc

Report Publication Announcement Aug 6, 2014

2063_rns_2014-08-06_35909f56-6491-471a-a504-f6409a867ade.pdf

Report Publication Announcement

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COMPANY ANNOUNCEMENT

The following is a Company Announcement issued by FIMBank p.l.c. ("FIMBank" or the "Bank") pursuant to Chapter 5 of the Malta Financial Services Authority Listing Rules.

Quote

The Board of Directors of FIMBank met in London on 5 August 2014, to approve the Consolidated and the Bank's Interim Financial Statements for the six months ended 30 June 2014.

The Half-Yearly Report, drawn up in terms of the Listing Rules, is attached to this Company Announcement. The Interim Financial Statements are unaudited but independently reviewed by KPMG, the Registered Auditors.

In accordance with the requirements of the Listing Rules the Half-Yearly Report is being made publicly available for viewing on the Bank's website at www.fimbank.com.

Unquote

Andrea Batelli Company Secretary

6 August 2014

condensed interim financial statements 2014

Contents Page
Directors' Report pursuant to Listing Rule 5.75.2 2
Condensed Interim Financial Statements:
Condensed Interim Statements of Financial Position 7
Condensed Interim Statements of Changes in Equity
Condensed Interim Income Statements 13
Condensed Interim Statements of Comprehensive Income 14
Condensed Interim Statements of Cash Flows 15
Notes to the Condensed Interim Financial Statements 16
Statement pursuant to Listing Rule 5.75.3 33
ndependent Auditors' Report on Review of
Condensed Interim Financial Statements 34

directors' report pursuant to listing rule 5.75.2

For the six months ended 30 June 2014

The Directors ("Board" or "Directors") are pleased to issue their Report pursuant to the Malta Financial Services And the Prevention of Financial Markets Abuse Act, 2005. This Report, which shall be read in conjunction with the condensed interim financial statements of the Group and the Bank for the six months ended 30 June 2014, including the Notes thereto, forms part of the Half-Yearly Report of FIMBank p.l.c., drawn up in accordance with the requirements of Listing Rule 5.75.2.

principal activities and developments

The FMBank Group of Companies (the "Group") includes FIMBank"), and its wholly owned subsidiaries London Forfaiting Company Limited ("LFC"), FM Business Solutions Limited ("FBS"), FIM Property Investment Limited ("FP") and FMFactors"). LFC, in turn, is the parent company of a group of subsidiations but acting mainly as marketing offices, whilst FIMFactors has a controlling interest in Menafactors – 100% shareholding), and during the period ended 30 June 2014 acquired control of CIS Factors Holdings B.V. ("CIS Factors" – 80% shareholding) and India Factoring and Finance Solutions Limited ("India Factoring" – 79% shareholding).

The Bank is a public limited company incorporated in accordance with the laws of Malta and listed on the Malta Stock Exchange. It is a licensed credit institution under the Banking Activities are the provision of international trade finance services to corporate traders and financial institutions, internations, factoring and loan syndications.

LFC is registered in the United Kingdom as a private limited liability company. It was founded in 1984 and provides international trade finance services, particularly focusing on forfaiting business through an international network of offices – some of which have a distinct legal status in the jurisdictions where they operate.

FBS, a wholly owned subsidiary registered in Malta, focuses on the provision technology services to the Group and its associated companies as well as to correspondent banks. FP, a wholly owned subsidiary registered in Malta, is responsible for the day-today management of the FIMBank Head Office building in St. Julian's, Malta, and the leasing, if any, of office space to third parties.

FIMFactors, a wholly owned subsidiary registered in the Netherlands, serves as a corporate vehicle for FlMBank's holdings in factoring subsidiaries and associated companies. Mensed by the Dubai Financial Services Authority to provide international factoring and forfaiting services in the Gulf and MENA countries. CIS Factors is a company set up under the laws of the Netherlands and serves as the investment vehicle for a factoring company, FactorRus, incorporated under the Russian Federation and which provides factoring services in Russia. India Factoring is a company incorporated in Mumbai, India, to carry out the business of factoring, forfaiting and trade finance related activities in India

FIMFactors also holds the following equity interests of the Group:

  • a) 40% in BRASILFactors S.A. ("Brasilfactors"), a company incorporated in São Paulo, Brazil with its core business focused on factoring and forfaiting services targeting small and medium-sized companies; and
  • b) 50% in Levant Factors S.A.E., through Menafactors, a company incorporated in Lebanon providing factoring and trade finance related services.

The Bank also holds a 40% equity investment in The Egyptian Company for Factors') a company incorporated in Egypt, which is active in providing international factoring and forfaiting services to Egyptian companies.

The Group is supervised on a solo and consolidated basis by the Malta Financial Services Authority. Menafactors and FIMBank's Branch in Dubai are authorised and regulated by the Dubai Financial Services Authority whilst India Factoring is licensed and regulated by the Reserve Bank of India.

During the period under review the Bank obtained authorisation to credit institution in Greece under the freedom of services and establishments. Procedures were also started to open a representative office in the Swiss Federation.

salient developments

While forecasting global trade to grow by around 5% for both 2014 and 2015, reversing the trend of the previous two years and matching the historical 30-year average for 1983-2013, the WTO warned that the positive uptick in trade flows could be put at risk by the onset of geopolitical tensions, conflicts and territorial disputes. Such events have indeed been characterizing parts of the Middle East, Asia, Eastern Europe and Africa over the past months and the could provoke higher energy and commodity prices and disrupt trade flows if they escalate is a real one. In the emerging economies have been the stronges have been the strongest performers during the period under review while others like Turkey, Russia, India and Egypt lag behind in that order and still create some downside risks. On the other hand developed countries are becoming increasingly stable as the EU continued to show signs of resilience fuelled also by improving performance of the weaker members.

In this mixed context which saw overall global activity strengthening in the first half of 2014, FIMBank Group enjoyed growth in business, opportunities and operating profitability but suffered again in some of its key markets due to the economic downturns and generally difficult market conditions. This was especially the case for its offering of products, such as factoring, through its equity investments in India, Russia and Egypt where the entities concerned also under-performed. LFC saw its profits strengthening during the veview, a result of improved operating performance and much reduced fair value adjustments on its portfolio when compared to 2013. Menafactors also continued to make a consistent and meaningful contribution to the Group results. Against this challenging background, FIMBank strengthened its integration with its principal shareholders, United Gulf Bank and Burgan Bank, part of KIP C Group, now quite evident not only in terms of equity involvement but also funding and treasury support.

In summary, the period under review is marked by good operating results from FIMBank, LFC and Menafactors which are contrasted by impairments that are particularly evident in India Factoring, FactorRus and Eqypt Factors.

review of performance

The condensed interim financial statements have been prepared in accordance with EU adopted IAS 34 Interim Financial Reporting. These published figures have been extracted from the FIMBank p.l. Group's unaudited accounts for the six months ended 30 June 2014 as approved by the Board of Directors on 5 August 2014.

For the six months ended 30 June 2014, the FIMBank Group posted an after-tax profit of USD1.45 million compared to a loss of USD6.98 million registered for the same period in 2013. The Directors do not recomment of an interim dividend for the period under review.

ıncome statement

The results for the period under review are summarised in the table be read in conjunction with the explanatory commentary that follows:

Group
2014 2013 Movement
USD USD USD
Net interest income 14,546,910 7,374,744 7,172,166
Net fee and commission income 11,570,586 10,759,150 811,436
Net results from foreign currency operations 1,115,845 1,178,037 (62,192)
Other operating income 63,761 3,927 59,834
Net operating results 27,297,102 19,315,858 7,981,244
Net fair value gains on previously-held investments in associates 7,831,610 7,831,610
Net impairment losses (10,191,823) (1,812,340) (8,379,483)
Net losses from trading assets and
other financial instruments (2,106,517) (8,316,743) 6,210,226
Share of loss of equity accounted investees (2,918,103) (2,495,274) (422,829)
Net income 19,912,269 6,691,501 13,220,768
Operating expenses (20,254,523) (14,182,259) (6,072,264)
Loss before income tax (342,254) (7,490,758) 7,148,504
Taxation 1,797,171 510,080 1,287,091
Profit/(loss) for the period 1,454,917 (6,980,678) 8,435,595

The results for the six months under review include the post-acquisition performance of India Factoring and CIS FactorRus (see Notes 7, 9, 10 and 11).

Prior to impairment losses, market adjustments and share of equity results, the Group improved its operating performance by 41%, from USD19.32 million to USD27.30 million. Net Interest Income almost doubled to USD14.55 million mainly as a result of lower cost of funding, higher volumes for funded business and the inclusion of results from India and Russia. Net Fee and Commission Income increased by 8% to USD11.57 million, aided by improved business volumes across all Group companies.

During the period under review, the Group is recognising a one of USD7.83 million on the re-measurement to fair value of the 49% and 30% interest previously held in India Factoring and FactorRus respectively. As further disclosed in the Notes 7, 10 and 11, if new information obtained within one year of the acquisition date identifies adjustments to the implied fair values of these entities on acquisition date, the accounting for the acquisition will be revised retrospectively, including a possible impact to the fair and losses

Net impairment losses increased from USD10.19 million. This result is largely attributed to specific impairment charges taken in the Russia and India entities which recoverability difficulties in both markets attributable to a combination of worsening credit outlooks on specific assets and challenging economic outlook experienced in the local market.

Net losses from trading assets and other financial in a loss of USD2.11 million, compared to a loss of USD8.32 million in 2013. This negative performance is attributed to two factors namely a) a net loss of USD2.26 million on the Group's forfaiting book, which loss mainly represents unrealised market adjustments on specific distressed assets and b) a net qain of USD0.15 million on the Group's credit linked notes, which gain is fully attributable to market adjustments on the remaining notes held in the book.

The Group's factoring entities accounted through the equity method yielded a net share of loss of USD2.90 million compared to a net loss of USD2.50 million in 2013. These results include the share of losses for India and Russia up to acquisition date as well as the results from the other investments in Egypt, Brazil and Lebanon. The worsening result is broadly attributable to the Egypt and Russia entities, with both performances impacted by specific provisions on assets with a worsening credit assessment.

Operating expenses for the six months under review increased by 43% from USD14.18 million in 2013 to USD20.25 million, reflecting the inclusion of the India and Russia entities as well as increases to staff and operating costs.

financial position

At 30 June 2014, total Consolidated Assets stood at USD1.33 billion, reflecting a 7% increase to the USD1.24 billion reported at end 2013. The main increase is attributable of USD120 million is attributable to the India and Russia factorinq portfolios which are now consolicated on a line-by-line basis. The Group's exposure to Malta Government Treasury Bills million, from USD62 million to USD108 million reflecting the Group's ongoing strategy to optimise its liquidity management and short term yields. As a result, Loans and Advances to Banks decreased by 31% to broadly mirror the shift from bank deposits to treasury bills. During the period under review the Group also booked Goodwill of USD22.5 million arising on the acquisition of India Factoring and ClS Factors.

Total Consolidated Liabilities as at 30 June 2014 stood at USD1.09 billion in December 2013. The increase is mainly attributable to third-party funding of portfolio by India Factoring, compensated by lower bank Solo.

Group Equity as at Financial Reporting date stood at USD201 million, a 35% increase from the USD149 million at 31 December 2013. This increase is broadly reflecting the proceeds from the Rights 13 and 15), which at 30 June 2014 were recorded under "Other Reserves" as well as the reversal of Currency Translation differences arising on the previously held investment in India and Russia.

changes to controlling shareholding

As anticipated in the 2013 Annual Report and Audited Financial Statements, during the period under review United Gulf Bank B.S.C. ("UGB") of Bahrain and Burgan Bank S.A.K ("Burgan Bank") of Kuwait acquired control of the two entities are in turn ultimately controlled by Kuwait Investments Projects (Holding) ("KIPCO"). UGB is licensed and supervised by the Central Bank of Bahrain whilst Burgan is licensed and supervised by the Central Bank of Kuwait.

On 28 January 2014 FIMBank announced that a joint voluntary bid launched by Burgan Bank and UGB the two entities increased their aggregate shareholding in the Bank to 80.14%, held by UGB as to 60.6% and Burgan Bank as to 19.5% respectively.

Subsequently on 3 June 2014, the Bank published a prospectus for a 16:41 Rights Issue of 77,009,494 new Ordinary Shares at USD0.65 per New Ordinary Share. The Rights Issue closed on 25 June 2014 but lapsed rights were subject to an Intermediaries' Offer and any remaining untaken rights were underwritten, up to a maximum of USD5 million, by Tunis International Bank S.A., a member of the KIPCO Group.

As a result of the Rights Issue (and taking into execution of Share Options during the period up to 30 June 2014), shareholders holding 5% or more of the lssued Share Capital as at 30 June 2014 and their respective holdings at 31 July 2014 are as follows:

At 30 June 2014 At 31 July 2014
Number of
Percentage
Number of Percentage
Shares Holding Shares Holding
United Gulf Bank B.S.C. 119,476,459 60.5 166.101.419 61.2
Burgan Bank S.A.K. 38,500,000 19.5 53,524,391 19.7

annual general meeting 2014

The Bank convened its Annual General Meeting on 8 May 2014. Along with the statutions, the Meeting approved a Resolution presented two resolutions as special business namely (a) a Bonus Issue of Shares and (b) the approval of a Rights Issue and Directors' Authority to issue Equity Securities. The meeting also approved three Extraordinary Resolutions namely (a) Directors' Authority to Restrict or Withdraw pre-emption rights, (b) amendments to Executive Share Rules and (c) amendments to the Memorandum and Articles of Association of the Bank. The Board composition following the Annual General Meeting is as follows:

John C. Grech (Chairman) Masaud M. J. Hayat (Vice Chairman) Majed Essa Al-Ajeel Eduardo Equren Linsen Adrian Alejandro Gostuski Rogers David LeBaron Fakih Ahmed Mohamed Rabih Soukarieh

related party transactions

Consistent with the 2013 Annual Report and Audited Financial Statements, the Bank maintained with its subsidiaries, associates, shareholders, directors and executive officers. In particular, the following related party balances and/or transactions were undertaken during the period under review:

    1. "Loans and Advances to Subsidiaries" at 30 June 2014 amounted to USD266 million (31 December 2013: USD231 million), Interest earned from subsidiaries for the six months ended 30 June 2014 amounted to USD2.79 million (six months ended 30 June 2013: USD2.49 million).
    1. "Amounts owed to Banks" at 30 June 2014 include loan funding of USD165 million (31 December 2013: USD150 million) from Burgan Bank S.A.K. and USD10 million (31 December 2013: Nil) from United Gulf Bank. Interest paid on this funding for the six months ended 30 June 2014 amounted to USD1.85 million (30 June 2013: Nil).
    1. No dividend was received by the Bank from any of its subsidiary undertakings or equity accounted investees (six months ended 30 June 2014: NIL).

Related party transactions with shareholders and directors were undertaken in the ordinary course of business.

Related party transactions caried out by the Bank and its wholly owned subsidiaries are reported to the leviews them and assesses their nature and arm's-length consibility arises from the Comnittee's Charter, which is drafted in accordance with the listing rules as well as current best recommendations and practices of good corporate governance.

the second half of 2014

By assuming majority control in Factoring, the Group is consolidating its position in these entities and in markets which are important to the development of its factoring strategy. India in particular shows positive signs following the change of government with substantial growth upside while markets like Russia and Egypt are the ones where downside risks remain a concern, primarily because of geopolitical uncertainty leading to economic difficulties. The lack of robust momentum in advanced economies and less optimistic outlook for several emerging markets are marking down the global growth projections for the rest of 2014 and also longer. In this challenging environment, the Group reaffirms its intent to step up recovery efforts over impairments which have marked its performance since 2013 and will continue to guard and monitor to limit further similar events going forward. It is encouraged in this process by the support of its shareholders, manifested so strongly in the recent Rights lssue that generated \$48 million of new equity. This support serves as a platform which should significantly lift FIMBank's capability to do more business and create future opportunities for profit.

Approved by the Board on 5 August 2014 and signed on its behalf by:

John C. Grech Chairman

Masaud M. J. Hayat Vice Chairman

Group
Bank
30 Jun 14 31 Dec 13 30 Jun 14 31 Dec 13
Note USD USD USD USD
ASSETS
Balances with the Central Bank of Malta, Treasury Bills
and cash 115,867,680 69,707,225 115,849,203 69,680,966
Trading assets 284,340,656 272,831,977
Derivative assets held for risk management 617,508 828,234 729,277 883,480
Financial assets designated at fair value
through profit or loss 18,000,000 17,700,000 18,000,000 17,700,000
Loans and advances to banks 232,487,850 337,975,471 216,326,977 328,578,318
Loans and advances to customers 537,085,397 417,469,537 629,376,183 593,801,221
Investments available-for-sale 31,824,021 26,476,204 31,822,737 26,475,502
Investments held-to-maturity 6,947,459 6,783,621 6,947,459 6,783,621
Investments in equity accounted investees 9 2,767,143 22,276,790 6,013,425 6,013,425
Investments in subsidiaries 10 97,844,348 79,234,301
Property and equipment 38,854,061 39,006,893 2,286,042 2,070,762
Intangible assets and goodwill 11 24,150,003 1,342,722 1,035,499 715,513
Current tax assets 55,593 2,064,313 55,593 2,064,316
Deferred taxation 23,345,629 13,243,752 6,218,600 6,494,506
Other assets 4,009,805 4,992,409 2,610,780 3,984,761
Prepayments and accrued income 6,998,348 3,067,655 8,617,468 2,635,135
Total assets 1,327,351,153 1,235,766,803 1,143,733,591 1,147,115,827
LIABILITIES AND EQUITY
Liabilities
Derivative liabilities held for risk management 591,351 506,477 591,351 506,477
Amounts owed to banks 635,045,068 603,452,860 535,104,100 593,551,588
Amounts owed to customers 433,946,138 431,686,766 415,291,562 414,846,277
Debt securities in issue 12 26,057,730 35,498,006
Current tax liabilities 908,451
Provisions 1,347,349 1,360,910
Other liabilities 10,324,963 368,017 10,324,963 368,015
Accruals and deferred income 15,989,130 14,137,625 4,967,022 5,039,952
Total liabilities 1,124,210,180 1,087,010,661 966,278,998 1,014,312,309
Equity
Called up share capital 13 98,667,853 89,599,085 98,667,853 89,599,085
Share premium 13 10,905,687 19,820,564 10,905,687 19,820,564
Reserve for general banking risks 109,074 80,893 109,074 80,893
Currency translation reserve (720,152) (6,397,892)
Fair value reserve 6/1,/61 159,362 671,761 159,362
Other reserves 13 45,653,128 2,681,041 45,653,128 2,681,041
Retained earnings 45,706,750 42,813,089 21,447,090 20,462,573
Total equity attributable to equity holders of the Bank 200,994,101 148,756,142 177,454,593 132,803,518
Non-controlling interests 2,146,872
Total equity 203,140,973 148,756,142 177,454,593 132,803,518
Total liabilities and equity 1,327,351,153 1,235,766,803 1,143,733,591 1,147,115,827

condensed interim statements of financial position

At 30 June 2014

Group Bank
30 Jun 14
31 Dec 13
30 Jun 14 31 Dec 13
MEMORANDUM ITEMS USD USD USD USD
Contingent liabilities 25,137,412 25,658,655 45,547,405 61,549,236
Commitments 284,776,985 269,423,193 276,509,200 237,393,657

The condensed interim financial statements set out on pages 7 to 32 were approved by the Board of Directors on 5 August 2014 and were signed on its behalf by:

John C. Grech Chairman

Masaud M. J. Hayat Vice Chairman

Attributable to equity shareholders of the Bank
Share capital
USD
Share
premium
USD
Reserve for
general
banking risk
Currency
translation
reserve
USD
Fair value
reserve
USD
Other reserve
USD
Retained
earnings
USD
Total
USD
Non-
controlling
interests
USD
Total equity
USD
At 1 January 2014 89,599,085 19,820,564 80,893 (6,397,892) 159,362 2,681,041 42,813,089 148,756,142 - 148,756,142
Total comprehensive income for the
period
Profit for the period
2,921,842 2,921,842 (1,466,925) 1,454,917
Other comprehensive income
Change in fair value of available-for-sale assets
Currency translation reserve
5,677,740 512,399 512,399
5,677,740
(9,741) 512,399
5,667,999
Total comprehensive income for the
period
5,677,740 512,399 - 2,921,842 9,111,981 (1,476,666) 7,635,315
Transactions with owners, recorded directly in
equity
Bonus issue of shares
Exercise of share options
Shareholders' contribution, pending allotment of
Rights Issue shares
8,969,968
98,800
(8,969,968)
55,091
42,972,087 153,891
42,972,087
153,891
42,972,087
Total contributions by and distributions 9,068,768 (8,914,877) 42,972,087 43,125,978 43,125,978
Changes in ownership interests
Acquisition of subsidiary with non-controlling
interests
3,623,538 3,623,538
Total changes in ownership interests 3,623,538 3,623,538
Total transactions with owners 9,068,768 (8,914,877) - 42,972,087 43,125,978 3,623,538 46,749,516
Transfer to reserve for general banking risks 28,181 (28,181)
At 30 June 2014 98,667,853 10,905,687 109,074 (720,152) 671,761 45,653,128 45,706,750 200,994,101 2,146,872 203,140,973
Attributable to equity shareholders of the Bank
Share Reserve for
general
Currency
translation
Fair value Other Retained Non-
controlling
Share capital premium banking risk reserve reserve reserve earnings Total interests Total equity
USD USD USD USD USD USD USD USD USD
At 1 January 2013 71,471,801 8,028,945 l (3,832,562) (97,470) 10,463,255 44,606,297 130,640,266 l 130,640,266
Total comprehensive income for the period
Transfer to retained earnings (892,201) 892,201
Loss for the period (6,980,678) (6,980,678) (6,980,678)
Other comprehensive income
Currency translation reserve (1,847,610) - (1,847,610) (1,847,610)
Total comprehensive income for the
period - (1,847,610) י (892,201) (6,088,477) (8,828,288) - (8,828,288)
Transactions with owners, recorded directly in
equity
Dividends to equity holders (5,279,120) (5,279,120) (5,279,120)
Total transactions with owners - - - י (5,279,120) (5,279,120) - (5,279,120)
At 30 June 2013 71,471,801 8,028,945 (5,680,172) (97,470) 9,571,054 33,238,700 116,532,858 116,532,858
Share
capital
USD
Share
premium
USD
Reserve for general
banking risks
USD
Fair value
reserve
USD
Other
reserve
USD
Retained
earnings
USD
Total
USD
At 1 January 2014 89,599,085 19,820,564 80,893 159,362 2,681,041 20,462,573 132,803,518
Total comprehensive income for the period
Profit for the period 1,012,698 1,012,698
Other comprehensive income
Change in fair value of
available-for-sale assets 512,399 512,399
Total comprehensive income for the period - 512,399 - 1,012,698 1,525,097
Transactions with owners, recorded
directly in equity
Bonus issue of shares 8,969,968 (8,969,968)
Exercise of share options 98,800 55,091 153,89
Shareholders' contribution, pending allotment of Rights Issue
shares
42,972,087 42,972,087
Total contributions by and distributions to owners 9,068,768 (8,914,877) - 42,972,087 43,125,978
Transfer to reserve for general banking risks 28,181 (28,181)
At 30 June 2014 98,667,853 10,905,687 109,074 671,761 45,653,128 21,447,090 177,454,593
Share
capital
USD
Share
premium
USD
Reserve for general
banking risks
USD
Fair value
reserve
USD
Other
reserve
USD
Retained
earnings
USD
Total
USD
At 1 January 2013 71,471,801 8,028,945 (97,470) 2,681,041 28,653,355 110,737,672
Total comprehensive income for the
period
Loss for the period (1,146,445) (1,146,445)
Total comprehensive income for the period - - (1,146,445) (1,146,445)
Transactions with owners, recorded
directly in equity
Dividends to equity holders
- (5,279,120) (5,279,120)
Total contributions by and distributions to owners - l l l (5,279,120) (5,279,120)
At 30 June 2013 71,471,801 8,028,945 (97,470) 2,681,041 22,227,790 104,312,107
Group Bank
2014 2013 2014 2013
USD USD USD USD
Interest income 24,840,240 17,302,736 14,133,043 12,155,708
Interest expense (10,293,330) (9,927,992) (7,049,254) (9,158,203)
Net interest income 14,546,910 7,374,744 7,083,789 2,997,505
Fee and commission income 13,506,443 11,822,055 8,266,120 7,566,523
Fee and commission expense (1,935,857) (1,062,905) (1,107,626) (583,599)
Net fee and commission income 11,570,586 10,759,150 7,158,494 6,982,924
Net trading results (815,649) (6,919,296) 1,179,755 717,721
Net (loss)/income from other financial
instruments carried at fair value
(175,023) (219,410) 150,907 (221,559)
Net fair value gain on previously-held
investments in associates
7 7,831,610
Dividend income 691 691
Other operating income 63,760 3,236 8,214 7,245
Operating income before net impairment losses 33,022,194 10,999,115 15,581,159 10,484,527
Net impairment losses (10,191,823) (1,812,340) (718,717) (1,973,017)
Operating income 22,830,371 9,186,775 14,862,442 8,511,510
Administrative expenses
Depreciation and amortisation
(18,919,498)
(1,335,024)
(13,151,849)
(1,030,410)
(12,831,881)
(425,364)
(9,795,033)
(373,002)
Total operating expenses (20,254,522) (14,182,259) (13,257,245) (10,168,035)
Operating profit/(loss) 2,575,849 (4,995,484) 1,605,197 (1,656,525)
Share of loss of equity accounted investees (net of tax) (2,918,103) (2,495,274)
(Loss)/profit before income tax (342,254) (7,490,758) 1,605,197 (1,656,525)
Taxation 8 1,797,171 510,080 (592,499) 510,080
Profit/(loss) for the period 1,454,917 (6,980,678) 1,012,698 (1,146,445)
Profit/(loss) attributable to:
Equity holders of the bank 2,921,842 (6,980,678) 1,012,698 (1,146,445)
Non- controlling interests (1,466,925)
Profit/(loss) for the period 1,454,917 (6,980,678) 1,012,698 (1,146,445)
Basic earnings per share 1.59c (4.88c) 0.55c (0.80c)
Diluted earnings per share 1.58c (4.87c) 0.55c (0.80c)
Group Bank
2014
2013
2014 2013
USD USD USD USD
Profit/(loss) for the period 1,454,917 (6,980,678) 1,012,698 (1,146,445)
Other comprehensive income:
ltems that are, or may be, reclassified subsequently to
profit or loss
Foreign currency translation differences
for foreign operations:
- reclassified to profit or loss 5,066,657
- other 611,083 (1,847,610)
Fair value reserve (available-for-sale financial assets),
net of deferred tax 512,399 512,399
Total comprehensive income for the period 7,645,056 (8,828,288) 1,525,097 (1,146,445)
Group Bank
2014 2013 2014 2013
USD USD USD USD
Cash flows from operating activities
Interest and commission receipts 34,953,031 24,409,990 16,166,036 15,045,678
Exchange received/(paid) 1,615,568 2,241,908 1,419,797 2,192,952
Interest and commission payments (12,508,296) (10,254,551) (8,510,576) (9,070,546)
Payments to employees and suppliers (20,434,975) (14,935,106) (12,715,275) (10,532,203)
Operating profit/(loss) before changes in operating assets / liabilities 3,625,328 1,462,241 (3,640,018) (2,364,119)
(Increase)/decrease in operating assets:
- Trading assets (14,047,044) 200,949
- Financial assets at fair value through profit or loss 4,250,000 4,250,000
- Loans and advances to customers and banks 28,566,506 (33,986,181) 20,858,793 (27,424,678)
- Other assets 5,772,501 (5,003,265) 1,373,981 (4,619,600)
Increase/(decrease) in operating liabilities:
- Amounts owed to customers and banks 15,583,817 22,487,919 38,714,306 29,984,328
- Other liabilities 9,956,949 (150,878) 9,956,949 (150,878)
- Net advances to subsidiary companies (36,201,284) (6,222,075)
Net cash flows (used in)/from operating activities before income tax 49,458,057 (10,739,215) 31,062,727 (6,547,022)
lncome tax (paid)/refund (337,585) (259,438) 1,416,224 (259,438)
Net cash flows (used in)/from operating activities 49,120,472 (10,998,653) 32,478,951 (6,806,460)
Cash flows from investing activities
- Acquisition of property and equipment (652,683) (1,660,864) (546,070) (244,830)
- Acquisition of intangible assets (629,291) (252,153) (425,752) (202,899)
- Acquisition of subsidiaries (18,606,301) (18,610,047)
- Acquisition of available-for-sale investments (4,709,569) (4,708,987)
- Proceeds from sale of property and equipment 19,404 7,245 19,404 7,245
- Dividend received 691 691
Net cash flows used in investing activities (24,578,440) (1,905,081) (24,271,452) (439,793)
Cash flows from financing activities
- Proceeds from shareholders in lieu of new ordinary shares
in process of allotment 42,972,087 42,972,087
- Proceeds from exercise of share options 153,891 153,891
- Repayment of subordinated convertible loan (857,144) (857,144)
- Net issue/(repayment) of debt securities (9,440,276) 13,978,856
- Dividends paid (5,279,120) (5,279,120)
Net cash flows from/(used in) financing activities 33,685,702 /,842,592 43,125,978 (6,136,264)
Increase/(decrease) in cash and cash equivalents 58,227,734 (5,061,142) 51,333,477 (13,382,517)
Analysed as follows:
- Effect of exchange rate changes on
cash and cash equivalents 77,763 (1,451,066) 77,763 (1,446,439)
- Net increase/(decrease) in cash and cash equivalents 58,149,971 (3,610,076) 51,255,714 (11,936,078)
Increase/(decrease) in cash and cash equivalents 58,227,734 (5,061,142) 51,333,477 (13,382,517)
Cash and cash equivalents at beginning of period (6,249,977) 127,760,024 (16,238,598) 122,477,077
109,094,560
Cash and cash equivalents at end of period 51,977,757 122,698,882 35,094,879

notes to the condensed interim financial statements

For the six months ended 30 June 2014

1 reporting entity

FIMBank p.l.c. ("the Bank") is a credit its registered address at Mercury Tower, The Exchange Financial and Business Centre, Elia Zammit Street, St. Juliar's, STJ3155, Mata. The condensed interim financial statements of the six months ended 30 June 2014 include the Bank and its subsidiaries (together referred to as the "Group") and individually as "Group Entities".

The consolidated financial statements of the Group as at and for the year ended 31 December 2013 are available upon request from the Bank's registered office and are available for viewing on its website at www.fimbank.com.

2 basis of accounting

The condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, adopted by the EU. The interim financial statements do not include all of the information required for full annual financial statements, and should be read in conjunction with the financial statements of FIMBank p.l.c. as at and for the year ended 31 December 2013.

The condensed interim financial statements were approved by the Board of Directors on 5 August 2014.

3 significant accounting policies

Except as disclosed below, the accounting policies applied by the Group in these condensed interim financial statements are those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2013. The following changes in accounting policies will be reflected in the Group's consolidated financial statements as at and for the year ending 31 December 2014:

  • · IFRS 10 'Consolidated Financial Statements' (2011) introduces a single control model to determine whether an investee should be consolidated. As a result, the Group has changed its accounting whether it has control over and consequently whether it consolidates other entities. IFRS 10 (2011) introduces a new control model that focuses on whether the Group has over an investee, exposure or rights to variable returns from its investee and the ability to use its power to affect those returns. The change did not have an impact on the Group's financial statements.
  • · IFRS 11 'Joint Arrangements' outlines the accounting by entities that jointly control involves the contractually agreed sharing of control. Arrangements subject to joint control are classified as either a joint venture (representing a share of net assets and equity accounted) or a joint operating rights to assets and obligations for liabilities, accounted for accordingly). IFRS 11 did not have any impact on the Group already accounts for its joint arrangements using the equity method of accounting.

These standards have been adopted by the EU and are effective for annual periods beginning on or after 1 January 2014.

4 use of judgements and estimates

The preparation of interim financial statement to make judgments, estimates and assumptions that affect the application of accounting policies and the reported and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed interim financial statements made by management in applying the Group's accounting policies and the key sources of estimation were the same as those applied to the financial statements as at and for the year ended 31 December 2013.

-

5 operating segments

The Group identified four significant reportable segments: Trade Finance, Forfaiting and IT Solutions, which are represented by different Group entities. For each of the entities, Executive Management reports on a monthly basis.

information about operating segments

GROUP - 2014 USD

External revenue:
Interest income
10,519,375
7,944,097
6,376,768
24,840,240
Fee and commission income
1,967,450
3,763,739
239,618
27,294
7,508,342
13,506,443
Trading income
1,150,506
305,328
(939)
(2,268,216)
(2,329)
(815,650)
19,178,223
10,216,875
7,872,291
238,679
24,965
37,531,033
Intersegment revenue:
Interest income
2,679,682
2,679,682
Fee and commission income
44,156
141,170
185,326
2,679,682
44,156
141,170
-
-
2,865,008
Reportable segment profit/(loss)
before income tax
657,813
2,366,224
34,440
(8,448,207)
(658,844)
(6,048,574)
Reportable segment assets
1,089,852,947
257,822,875
292,892,507
1,300,034
78,516,764
1,720,385,127
Reportable segment liabilities
961,337,046
173,312,748
224,555,856
251,763
33,790,676
1,393,248,089
GROUP - 2013
USD
IT Solutions
Other
Trade Finance
Forfaiting
Factoring
Total
External revenue:
Interest income
9,152,140
2,527,190
5,623,406
17,302,736
Fee and commission income
1,147,517
289,738
7,139,238
3,245,562
11,822,055
Trading income
711,587
105,214
(7,740,159)
390
3,673
(6,919,295)
17,002,965
3,779,921
290,128
1,128,809
3,673
22,205,496
Intersegment revenue:
Interest income
2,480,387
2,480,387
Fee and commission income
77,420
130,479
207,899
2,480,387
77,420
130,479
2,688,286
Reportable segment (loss)/profit
before income tax
13,549
(429,909)
(2,300,316)
1,298,169
(3,570,248)
(4,988,755)
Reportable segment assets
1,006,395,790
89,105,989
248,442,561
1,486,471
62,552,010
1,407,982,821

924,829,703

Reportable segment liabilities

reconciliation of reportable segment profit or loss

Consolidated loss before income tax (342,254) (7,490,758)
Effect of other consolidation adjustments on segment results 792,813 (6,729)
Net fair value gains on previously-held investments in associates 7,831,610
Share of loss of equity accounted investees (2,918,103) (2,495,274)
(6,048,574) (4,988,755)
Other profit or loss (658,844) (429,909)
Total profit or loss for reportable segments (5,389,730) (4,558,846)
USD USD
2014 2013
GROUP

6 financial instruments

carrying amount and fair values

The table below sets out the Group's and Bank's class of financial assets and liabilities, and their fair values (excluding accrued interest):

Group - 30 June 2014

Trading
USD
Designated at
fair value
USD
Loans and
receivables
USD
Available
for-sale
USD
Lightlies di
amortised
cost
USD
ا Oldl
carrying
amount
USD
Fair value
USD
Financial assets measured at
fair value
Trading assets 284,340,656 284,340,656 284,340,656
Derivative assets held for
risk management 617,508 617,508 617,508
Financial assets designated at
fair value through profit or loss 18,000,000 18,000,000 18,000,000
Investments available-for-sale 31,824,021 31,824,021 31,824,021
Financial assets not measured
at fair value
Balances with the Central Bank
of Malta, Treasury Bills and
cash 115,867,680 115,867,680 115,867,680
Loans and advances to banks 232,487,850 232,487,850 232,487,850
Loans and advances to customers 537,085,397 537,085,397 537,085,397
Investments held-to-maturity 6,947,459 6,947,459 6,947,459
Financial liabilities measured at
fair value
Derivative liabilities held
for risk management 591,351 591,351 591,351
Financial liabilities not
measured at fair value
Amounts owed to banks 635,045,068 635,045,068 635,045,068
Amounts owed to customers 433,946,138 433,946,138 433,946,138
Debt securities in issue 26,057,730 26,057,730 26,057,730
Trading
USD
Designated at
fair value
USD
Loans and
receivables
USD
Available
for-sale
USD
Liabilities at
amortised
cost
USD
Total
carrying
amount
USD
Fair value
USD
Financial assets measured at
fair value
Trading assets 272,831,977 272,831,977 272,831,977
Derivative assets held for
risk management 828,234 828,234 828,234
Financial assets designated at
fair value through profit or loss 17,700,000 17,700,000 17,700,000
Investments available-for-sale 26,476,204 26,476,204 26,476,204
Financial assets not measured
at fair value
Balances with the Central Bank
of Malta, Treasury Bills and cash 69,707,225 69,707,225 69,707,225
Loans and advances to banks 337,975,471 337,975,471 337,975,471
Loans and advances to customers 417,469,537 417,469,537 417,469,537
Investments held-to-maturity 6,783,621 6,783,621 6,783,621
Financial liabilities measured
at fair value
Derivative liabilities held
for risk management 506,477 506,477 506,477
Financial liabilities not
measured at fair value
Amounts owed to banks 603,452,860 603,452,860 603,452,860
Amounts owed to customers 431,686,766 431,686,766 431,686,766
Debt securities in issue 35.498.006 35.498.006 35.498.006
Trading Designated at
fair value
Loans and
receivables
Available-
for-sale
Liabilities at
amortised
cost
Total
carrying
amount
Fair value
USD USD USD USD USD USD USD
Financial assets measured at
fair value
Derivative assets held
for risk management 729,277 729,277 729,277
Financial assets designated
at fair value through profit or
OSS - 18,000,000 18,000,000 18,000,000
Investments available-for-sale 31,822,737 31,822,737 31,822,737
Financial assets not measured
at fair value
Balances with the Central Bank
of Malta, Treasury Bills and
cash 115,849,203 115,849,203 115,849,203
Loans and advances to banks 216,326,977 216,326,977 216,326,977
Loans and advances to customers 629,376,183 629,376,183 629,376,183
Investments held-to-maturity 6,947,459 6,947,459 6,947,459
Financial liabilities measured at
fair value
Derivative liabilities held
for risk management 591,351 591,351 591,351
Financial liabilities not
measured at fair value
Amounts owed to banks 535,104,100 535,104,100 535,104,100
Amounts owed to customers 415.291.562 415.291.562 415.291.562

Bank - 31 December 2013

Trading
USD
Designated at
fair value
USD
Loans and
receivables
USD
Available-
for-sale
USD
Liabilities at
amortised
cost
USD
lotal
carrying
amount
USD
Fair value
USD
Financial assets measured at
fair value
Derivative assets held
for risk management 883,480 883,480 883,480
Financial assets designated
at fair value through profit or loss 17,700,000 17,700,000 17,700,000
Investments available-for-sale 26,475,502 26,475,502 26,475,502
Financial assets not measured
at fair value
Balances with the Central Bank
of Malta, Treasury Bills and
cash 69,680,966 69,680,966 69,680,966
Loans and advances to banks 328,578,318 328,578,318 328,578,318
Loans and advances to customers 593,801,221 593,801,221 593,801,221
Investments held-to-maturity 6,783,621 6,783,621 6,783,621
Financial liabilities measured
at fair value
Derivative liabilities held
for risk management 506,477 506,477 506,477
Financial liabilities not
measured at fair value
Amounts owed to banks 593,551,588 593,551,588 593,551,588
Amounts owed to customers 414,846,277 414,846,277 414,846,277

financial instruments measured at fair value – fair value hierarchy

The table below analyses financial instruments measured at fair value hierarchy into which the fair value measurement is categorised:

Group - 30 June 2014

Level 1
USD
Level 2
USD
Level 3
USD
Total
USD
Trading assets 284,340,656 284,340,656
Derivative assets held
for risk management 617,508 617,508
Financial assets designated
at fair value through profit or loss 18,000,000 18,000,000
Investments available-for-sale - 24,701,760 7,122,261 31,824,021
- 25,319,268 309,462,917 334,782,185
Derivative liabilities
held for risk management 591,351 591,351
591,351 591,351
Level 1 Level 2 Level 3 Total
USD USD USD USD
Trading assets 272,831,977 272,831,977
Derivative assets held
for risk management 828,234 828,234
Financial assets designated
at fair value through
profit or loss 17,700,000 17,700,000
Investments available-for-sale 51,726 24,325,921 2,098,557 26,476,204
51,726 25,154,155 292,630,534 317,836,415
Derivative liabilities
held for risk management 506,477 506,477
506,477 506,477
Level 1 Level 2 Level 3 Total
USD USD USD USD
Derivative assets held
for risk management 729,277 729,277
Financial assets designated
at fair value through profit or loss 18,000,000 18,000,000
Investments available-for-sale - 24,701,760 7,120,977 31,822,737
25,431,037 25,120,977 50,552,014
Derivative liabilities
held for risk management 591,351 591,351
591,351 591,351
Level 1 Level 2 Level 3 Total
USD USD USD USD
Derivative assets held
for risk management 883,480 883,480
Financial assets designated
at fair value through
profit or loss 17,700,000 17,700,000
Investments available-for-sale 51,726 24,325,920 2,097,856 26,475,502
51,726 25,209,400 19,797,856 45,058,982
Derivative liabilities
held for risk management 506,477 506,477
506,477 506,477

measurement of fair values

valuation techniques and significant unobservable inputs

The below sets out information about valuation techniques used in measuring Level 3 fair values at 30 June 2014 and 31 December 2013 as well as the significant unobservable inputs used.

"

The trading assets portfolio represent Forfaiting Assets, that is the discounting of receivables generated from an a without recourse basis. The assets would be evidenced by a number of different debt instruments including Bills of Exchange, Promissory Notes, Letters of Credit and trade or project related Syndicated and Bi-lateral Loan (Financing) Agreements.

The Group establishes fair value of its trading a valuation technique based on the discounted expected future principal and interest cash flows. The discount rate is an estimate based on current expected credit margin spreads and interest rates at the reporting date. Inputs to valuation technique reasonably represent market expectation and measures of risk-return factors inherent in the financial instrument.

The Group uses the LIBOR yield curve as of each reporting date plus an adequate credit margin spread to discount the trading assets held. At 30 June 2014, the interest rates used range between 0.84% to 10.71% (31 December 2013: 1.28% to 10.96%).

The effect of an estimated general increase of one percentage point in interest rate on trading assets at 30 June 2014 would reduce the Group's profit before tax by approximately USD291,527 (31 December 2013: USD 668,031).

Derivative assets and liabilities held for risk management comprise forward contracts and interest-rate future contracts. The forward contracts are over-he-counter derivatives whilst the interest-rate futures are traded on appropriate exchanges.

The Group establishes the fair value of: a) forward foreignexchange contracts by reference to forward exchange rates published by financial information agencies on each valuation date and b) interest rate futures by reference to independent valuations provided by portfolio custodians.

No significant unobservable inputs are used in valuing the forward and future derivative portfolio.

=

The Financial assets designated at fair value through profit or loss ("FVTPL") consist of credit linked notes, whereby the Group is funding the risk of default with respect to specified borrowers.

The FVTPL portfolio is fair valued using a model based on the current credit worthiness of the counter parties by reference to specialised dealer price quotations. Periodical changes in dealer quotations are compared to changes in quoted prices for instruments with similar characteristics issued by the borrowers.

All credit linked notes have a floating-interest rate characteristic and the impact of interest rates on the instrument is therefore limited to the interest repricing period which generally occurs on a quarterly or half-yearly basis.

The effect of a 10% decrease in the price of credit linked notes at 30 June 2014 would reduce the Group's profit before tax by USD1,800,000 (31 December 2013: USD1,700,000).

"

Available-for-sale investments mainly represent holdings in two unlisted sub-funds of a collective investment scheme whose underlying investments would be classified as either Level 2 or Level 3 assets.

The fair value is measured by the Group based on periodical net-asset-valuations prepared by the scheme's independent administrator. The sub-fund's assets are marked at fair marked at observable traded prices where that is possible. Where there is no observable price, the assets are marked in accordance with best market practise. This may involve the use of models and forward projections. Inputs and assumptions used in these models may be subjective and could include a number of highly judgemental assertions.

Group Financial assets
designated at fair value
Investments
Trading assets through profit or loss available for-sale Total
USD USD USD USD
Balance at 1 January 2013 245,061,077 42,402,000 41,015 287,504,092
Total gains and losses in profit or loss (5,335,896) (612,000) (5,947,896)
Purchases 171,979,849 171,979,849
Settlements (171,685,553) (4,250,000) - (175,935,553)
Balance at 30 June 2013 240,019,477 37,540,000 41,015 277,600,492
Balance at 1 January 2014 272,831,977 17,700,000 2,098,557 292,630,534
Total gains and losses in trading income (3,215,735) 300,000 (2,915,735)
Total gains and losses in other comprehensive
income 262,513 262,513
Purchases 190,571,233 - 4,761,191 195,332,424
Settlements (175,846,819) (175,846,819)
Balance at 30 June 2014 284,340,656 18,000,000 7,122,261 309,462,917
Bank Financial assets
designated at fair value Investments Total
through profit or loss available-for-sale
USD USD USD
Balance at 1 January 2013 42,402,000 40,314 42,442,314
Total gains and losses in trading income (612,000) (612,000)
Settlements (4,250,000) (4,250,000)
Balance at 30 June 2013 37,540,000 40,314 37,580,314
Balance at 1 January 2014 17,700,000 2,097,856 19,797,856
Total gains and losses in trading income 300,000 300,000
Total gains and losses in other comprehensive income 262,513 262,513
Purchases 4,760,608 4,761,191
Balance at 30 June 2014 18,000,000 7,120,977 25,120,977

Group Bank
2014 2013 2014 2013
USD USD USD USD
Fair value gain on previously held 49%
investment in India Factoring 8,242,601
Fair value loss on previously held 40%
investment in CIS Factors (410,991)
7,831,610 l -

-

Group
2014
USD
Bank
2014
USD
At 1 January 22,276,790 6,013,425
Net share of losses
Reclassification resulting from the acquisition of
(2,918,103)
controlling interest in India Factoring and CIS Factors (17,126,243)
Currency translation differences 534,699
At 30 June 2,767,143 6,013,425

10 investments in subsidiaries

During the six months ended 30 June 2014, the Group acquired a controlling interest in two entities previously recognised and measured as Investment in Equity Accounted Investees (see Note 9).

a) CIS Factors Holdings B.V.

On 18 February 2014, the Group through its wholly owned subsidiary FIMFactors B.V. acquired 40% of the shares in CS Factors from Transcapital Bank, Russia. As a result the Group's equity interest in CIS Factors increased from 40% to 80% obtaining control of CIS Factors.

This transaction enables the Group to control FactorRus LLP, a 100% owned subsidiary and the sole asset of CIS Factoring company incorporated and operating in Russia with its functional and reporting currency being the financial yearend of FactorRus is 31 December.

This acquisition forms part of FIMBank's Group strategy to further the ongoing consolidations in entitles in which the Group has a significant but not a controlling interest with a view to achieve better synergy and control over FactorRus.

Since acquisition up to 30 June 2014, FactorRus contributed a loss of USD4.36 million to the Group's results. If the acquisition had occurred on 1 January 2014, management estimated losses would have increased by USD0.17 million. In determining these amounts, management has assumed that the fair value adjustments, deternined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2014.

The share of results in FactorRus for the period 1 January 2014 is being accounted for in the Income Statement as "Share of loss of equity accounted investees".

consideration transferred

The Group transferred a total cash consideration for the equivalent of RUB20,419,213 (USD577,540) on acquisition date. There was no other form of consideration transferred to the seller.

acquisition-related costs

The Group incurred acquisition-related costs of USD12,154 mainly relating to external legal fees and related transfer expenses. These costs have been included in 'administrative expenses' in the condensed interim income statements.

identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.

Russian roubles US Dollars
(at acquisition date)
Loans and advances to customers 225,123,000 6,367,411
Loans and advances to banks 110,149,000 3,115,470
Deferred taxation 75.634.000 2,139,243
Property and equipment 1,609,000 45,509
Intangible assets 593,000 16,772
Other assets 120,090,000 3,396,643
Amounts owed to banks (566.140.000) (16,012,784)
Accruals and deferred income (30,900,899) (874,006)
Total identifiable net liabilities acquired (63,842,899) (1,805,742)

fair values measured on a provisional basis

This business combination has been accounted for on a provisional basis.

No intanqible assets, other than Goodwill as disclosed below, or contingent liabilities have been identified upon the actity.

If new information obtained within one year of the acquisition date about facts and circumstances that existed at the acquistion date identifies adjustments to the above amounts, or any additional assets/liabilities that existed at the accounting for the acquisition will be revised retrospectively. This may impact other, the "net fair value gain on previously-held investment in associates" (see Note 7) and "goodwill" (see Note 11).

goodwill

Goodwill arising from the acquisition has been recognised as follows:

Russian roubles US Dollars
(at acquisition date)
Total consideration transferred 20,419.213 577,540
NCI, based on their proportionate interest in the recognised
amounts of the asset and liabilities of FactorRus (12,768,580) (361,148)
Fair value of existing interest in FactorRus 20,419,213 577,540
Fair value of identifiable net liabilities 63,842,899 1,805,742
Goodwill (see note 11) 91,912,745 2,599,674

The remeasurement to fair value of the Group's existing 40% interest in ClS Factors resulted in a loss of USD410,911 (this loss is explained by the fair value of the existing interest of USD98,531 of translation reserve reclassified to profit or loss – on acquisition date the carrying anount of equity accounted investment was Nil) – see Note 7. This amount has been included in "Net fair value gains on previously held investments in associates" in the condensed interim income statements.

The qoodwill is attributable mainly to: a) growth potential also through synergies between the different Group entities and across the business segments of Trade Finance, Forfaiting and b) the strong technical expertise, talent and market knowledge of the work force. None of the goodwill recognised is expected to be deductible for tax purposes.

b) India Factoring and Finance Solutions Private Limited

On 31 March 2014, the Group through its wholly owned subsidiary FIMFactors B.V. acquired 30% of the shares in India Factoring from Punjab National Bank, India. As a result, interest in India Factoring increased from 49% to 79%, obtaining control of India Factoring.

India Factoring is a factoring company incorporating in India, with its functional and reporting currency being the Indian Rupee (INR). The financial year-end of India Factoring is 31 March.

This acquisition forms part of FIMBank's Group strategy to further the ongoing consolidations in entitles in which the Group has a significant but not a controlling interest with a view to achieve better synergy and control over India Factoring and Finance Solutions Private Limited.

In the three months to 30 June 2014, India Factoring contributed to a loss of USD2.83 million to the Group's results. If the acquisition had occurred on 1 January 2014, management estimates that consolidated loss for the period would have increased by USD.02 million. In determining these amounts, manaqement has assumed that the fair value adjustments, deternined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2014.

The share of results in India Factoring for the period 1 January to 31 March 2014 is being accounted for in the Income Statement as "Share of loss of equity accounted investees".

consideration transferred

The Group transferred a total cash consideration of NR1,078,300,000 (USD18,028,757) on acquisition date. There of consideration transferred to the seller.

acquisition-related costs

The Group incurred acquisition-related costs of USD7,558 mainly relating to external legal fees and due diligence costs. These costs have been included in 'administrative expenses' in the condensed interim income statements.

identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.

Indian Rupees US Dollars
(at acquisition date)
Loans and advances to customers 7.652,621,000 127,948,855
Loans and advances to banks 81,000 1,354
Deferred taxation 197,158,000 3,296,405
Property and equipment 6,051,000 101,170
Intangible assets 3,625,000 60,609
Other assets' 287,740,497 4,810,910
Amounts owed to banks (5,926,763,000) (99,093,178)
Accruals and deferred income (133,256,000) (2,227,989)
Total identifiable net assets acquired 2,087,257,497 34,898,136

fair values measured on a provisional basis

This business combination and the following fair values have been determined on a provisional basis.

  • · The fair value of India Factoring's intangible assets (customer relationships and internet domain) has been measured provisionally pending completion of an independent valuation.
  • · No contingent liabilities have been identified upon the acquisition of India Factoring.

If new information obtained within one year of the about facts and circumstances that existed at the acquisition date identifies adjustments to the above amounts, or any additional assess/liabilities that existed at the accounting for the acquisition will be revised retrospectively. This may impact, amongst other, the "net fair value gain on previously-held investment in associates" (see Note 7) and "goodwill" (see Note 11).

goodwill

Goodwill arising from the acquisition has been recognised as follows:

Indian Rupees US Dollars
(at acquisition date)
Total consideration transferred 1,078,300,000 18,028,758
NCI, based on their proportionate interest in the recognised
amounts of the asset and liabilities of India Factoring 438,324,074 7,328,608
Fair value of existing interest in India Factoring 1,761,223,333 29,446,971
Fair value of identifiable net assets (2,087,257,497) (34,898,136)
Goodwill (see note 11) 1,190,589,911 19,906,201

The remeasurement to fair value of the Group's existing (9% interest in India Factoring resulted in a gain of USD8,242,601 (this gain is explained by the fair value of the existing interest of USD29,446,971 less the USD17,126,244 carying amount of equity-accounted investea at the date of acquisition less USD4,078,126 of translation reserve reclassified to profit or loss) – see Note 7. This amount has been included in "Net fair value gains on previously held investments in associates" in the condensed consolidated interim income statements.

The goodwill is attributable mainly to: a) growth potergies between the different Group entities and across the business segments of Trade Finance, Forfaiting and b) the strong technical expertise, talent and market knowledge of the work force. None of the goodwill recognised is expected to be deductible for tax purposes.

1 Other assets include an amount of INR200,000 (USD3,343,922 on acquisition date) due from non-controlling interests and representing the balance due from the latter to India Factoring for the subscription of share capital.

1 1 intangible assets and goodwill

Group Bank
30 Jun 14 31 Dec 13 30 Jun 14 31 Dec 13
USD USD USD USD
Goodwill 22,506,191
Software licences 1,643,812 1,342,722 1,035,499 715,513
24,150,003 1,342,722 1,035,499 715,513

reconciliation of carrying amount of goodwill

Group
30 Jun 14
USD
Cost
Balance at beginning of period -
Acquisition through business combination:
India Factoring
-
19,906,201
CIS Factors
-
2,599,674
Currency translation differences 316
Balance at end of period 22,506,191
Carrying amount
Balance at beginning of period l
Balance at end of period 22,506,191

If new information obtained within one year of the acquisition date about facts and circumstances that existed the identifies adjustments to the above amounts, or any additional assets/liabilities that existed at the accounting for the acquisition will be revised retrospectively. This may impact, amongst other, the "net fair value gain on associates" (see Note 7) and "goodwill" (see Note 11).

impairment testing for CGUs containing goodwill

For the purposes of impairment testing, goodwill is allocated to the Group's CGUs as follows:

Group
30 Jun 14
USD
India Factoring 19,946,706
CIS Factors 2,559,485
22,506,191

No impairment losses on goodwill were recognised during the six months ended 30 June 2014.

The recoverable amounts of India Factoring and CIS Factors have been calculated using a discounted cash flow approach based on free cash flows to equity. The methodology, referred to as the entity's equity in terms of the aggregate of the equity capital currently invested in the firm and the present value of expected excess returns to equity investors. The model is based on the notion that a firm that earns the fair-market rate of equity) on its equity should see the market value of its equity converge on the equity capital currently invested in it. No impairment losses were recoverable amounts were determined to be higher than their carrying amounts.

The key assumptions used in the calculation of value in use were as follows:

India
Factoring CIS Factors
30 Jun 14 30 Jun 14
% %
Discount rate 14.5 15.1
Terminal value growth rate 8.0 5.0
Budgeted profit growth rates
(average during projection period)
61.0 197.0

The discount rate used is based on the rate of 10-year government in the respective country and in the same currency as the cash flows, adjusted for a risk premium to reflect both the increased risk of investing in equites generals risk of the specific entity.

Cash flows of ten years and four years for India Factors respectively were included in the discounted cash flow model. A longterm growth rate into perpetuity has been determined as the lower of the nominal GDP rates for the entity operates and the long-term compound annual profit growth rate estimated by the respective entity. For India Factoring, a projection period longer than five years is being used in view of the relatively short incorporation period of the resultant goodwill on acquisition.

Budgeted profits were based on expectations of future outcomes taking into account past experience revenue growth. Revenue growth was projected taking into average growth levels experienced over the past years and the estimated growth for over the projection period.

The key assumptions described above may change as economic and market conditions change. The Group estimates that reasonably possible changes in these assumptions would not cause the recoverable amount of either entity to decline below the carrying amount.

12 debt securities in issue

During the six months ended 30 June 2014 a subsidiary undertaking issued new promissory notes of USD37,433,497 and repaid notes amounting to USD46,873,733. Outstanding balance as at 30 June 2014 amounts to USD26,057,730 (31 December 2013: USD35,498,006).

13 capital and reserves

As disclosed in the Directors' Report under "Annual general meeting 2014", during the Annual General Meeting held on 8 May 2014 the Shareholders approved a Bonus Issue of Shares through the capitalisation of Share Premium account. This resulted in the allotment of 17,939,936 ordinary shares of USD0.50 each with the corresponding increase in Share Capital and decrease in Share Premium.

As also disclosed in the Directors Report under "Changes in controlling", on 3 June 2014, the Bank announced a 16:41 Rights Issue, which offer closed on 25 June 2014 with 66,111,225 Rights fully paid and taken up at USD.65 per share. At 30 June 2014, such Rights have not yet been allotted to existing shareholders and the related and disclosed in the Statement of Financial Position as "Other reserves".

14 contingent liabilities

No events occurred that require any additional disclosed in the financial statements for the year ended 31 December 2013.

15 events after financial reporting date

As disclosed in the Directors Report under "Changes in controlling" and in Note 13 to this Interim Report, on 30 June 2014 the Bank was in the process of allotting 66,111,225 new Ordinary Shares offered at a price of USD0.65 per share, subscribed to by Existing Shareholders under the Rights Issue launched on 3 June 2014. These neve issued, allotted and admitted to the Official List of the Malta Stock Exchange on 4 July 2014.

The lapsed rights were subject to an Internediaries' Offer which closed on 15 July 2014, and as a result of which 257,354 lapsed rights at USD0.65 were taken up by Internediaries. The neve issued, allotted and admitted to the Official List of the Malta Stock Exchange on 22 July 2014.

As a result of a Rights Issue underwriting agreement which the Bank has entered into with Tunis International Bank S.A. (a member of the KIPCO Group), the Group is, at the date of this report, finalising the allotment process of 7,692,307 new Ordinary Shares at a subscription price of USD0.65 each.

statement pursuant to listing rule 5.75.3

I hereby confirm that to the best of my knowledge:

  • · the condensed interim financial statements give a true and fair view of the Group and of the Bank as at 30 June 2014, as well as of the financial performance and cash flows for the period then ended, fully in compliance with IAS 34, Interim Financial Reporting, adopted by the EU; and
  • · the Interim Directors' Report includes a fair review of the information required in terms of Listing Rules 5.75.2 and 5.81 to 5.84.

Margrith Lütschg-Emmenegger President

independent auditors' report on review of condensed interim financial statements

To the Board of Directors of FIMBank p.l.c.

introduction

We have reviewed the accompanying condensed interim financial statements of FIMBank") and of the Group of which the Bank is the parent ("the Condensed Interim Financial Statements") set out on pages 7 to 32 which comprise the condensed statements of financial position as at 30 June 2014, and the related condensed statements of comprehensive income condensed statements of changes in equity and condensed cash flow statements for the six-month period then ended . Management is responsible for the preparation and presentation of the condensed in accordance with IAS 34, Interin Financial Reporting, adopted by the EU. Our responsibility is to express a conclusion on these interim financial statements based on our review.

This report is made solely to the Board of Directors in accordance with the terms of our engagement and is released for publication in compliance with the requirements of Listing Rule 5.75.4 issued by the Listing Authority. Our review has been undertaken so that we might state to the Board of Directors those matters we are required to state to it in this report and for no other purpose. To the fulled by law, we do not accept or assume responsibility to anyone other than the Board of Directors for this report, or for the conclusions we have expressed.

scope of review

We conducted our review in accordance with the Interiew Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial statements consists of marily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant might be identified in an audit. Accordingly, we do not express an audit opinion.

conclusion

Based on our review, nothing has come to our attention that the accompanying condensed interim financial statements for the six month period ended 30 June 2014 are not prepared, in accordance with IAS 34, Interim Financial Reporting, adopted by the EU.

emphasis of matter

During the period under review, the Group acquired controlling interests in two entities previously classified investees'. Consequently, these entities are now consolidated of the Group. As required by IFRS 3, Business Confinations, the carrying amounts of those investments at the date of such step-up acquisitions have been re-measured to fair value gain recognised in profit or loss amounting to USD 7,831,610.

Without qualifying our conclusion above, we draw attention to Notes 7, 10 and 11 to the condensed interim financial state that the accounting for these acquisitions was carried out on a permitted by IFRS 3. Those notes explain that, should new information obtained within one year of the acquisition identifies adjustments to the implied fair values of the entities at the Group obtained control, then the accounting for the acquisitions under IFRS 3 will be revised retrospectively. Any such annongt others, the Net fair value gain on previously-held in the Income Statement and 'Goodwill' amounting to USD 22,506,191 in the Statement of Financial Position.

Hilary Galea-Lauri (Partner) for and on behalf of KPMG Registered Auditors Portico Building Marina Street Pieta' PTA 9044 Malta

05 August 2014

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