Annual Report 2010 (PDF) - USB Bank

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Notes to the Financial Statements as at 31 December 2010 34. Events after the reporting date • On 7 September 2010, BLC Bank SAL acquired 9,90% of the Bank’s share capital and an agreement was signed with the Bank’s shareholders, subject to the approval by the Central Bank of Cyprus and other Authorities, for the purchase of additional 62,94% and not less than 43,16% of USB Bank’s Plc share capital at the price of €0,80 per share as well as the public offer by BLC Bank SAL. On 25 January 2011 the Central Bank of Cyprus approved the acquisition of more than 50% of the share capital of USB Bank Plc by BLC Bank SAL. • On 17 February 2011, following the successful completion of the public offer for the acquisition of up to 100% of the Bank’s issued share capital, BLC Bank SAL has a total participation of 93,85% in the Bank’s share capital. BLC Bank SAL operates in Lebanon with 34 branches across the country and is a member of the Financial Group FRANSBANK. • On 22 February 2011 the public offer for the acquisition of up to 100% of the Convertible Bonds 2010/2020 (“Convertible Bonds”) of the Bank (“Public Offer”) was completed. The total percentage of acceptance of the Public Offer from the holders of Convertible Bonds amounted to 23,4%, after submission of acceptance of 282.350 of the Bank’s Convertible Bonds. • On 31 March 2011, the Board of the Cyprus Stock Exchange announced the transfer of Bank’s securities from the Parallel market to the Special Characteristics market after the results of the public offer by BLC Bank SAL to the Bank’s shareholders for the acquisition of up to 100% of the issued share capital of the Bank, based on the Paragraph 2.2.3(a) of the Regulatory Administrative Acts 326/2009 (as amended) concerning non-compliance with the continuing obligations in the market that the company is listed and particularly the minimum dispersion to the Public. The trading of the titles of the Company on the Special Characteristics market started on Thursday 31 March 2011. • In a meeting held on 31 March 2011, the Board of Directors decided to proceed to an increase of the Bank’s capital with the increase of the issued share capital by €12.134.834 (the “Issue”) aiming to boost the Bank’s capital base. The proposed issue relates to the issue of 15.168.543 new shares with a nominal value of €0,57 each at the price of €0,80 per share. Upon the successful completion of the issue, the Bank’s issued share capital will be €34.584.277 divided into 60.674.171 ordinary shares with a nominal value of €0,57 each. 76 Αnnual Report 2010
Independent Auditor’s Report to the Members of USB Bank Plc Report on the financial statements We have audited the accompanying financial statements of USB Bank Plc (the “Company”) on pages 30 to 76, which comprise the statement of financial position as at 31 December 2010, and the income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Board of Directors’ responsibility for the financial statements The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements give a true and fair view of the financial position of USB Bank Plc as at 31 December 2010, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap 113. Annual Report 2010 77
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ANNUAL REPORT 2010
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CHAIRMAN’S STATEMENT Dear Shareho
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Report on Corporate Governance Boar
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Report on corporate governance Base
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Statement by the Members of the Boa
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Page 32 and 33: Income Statement for the year ended
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Page 36 and 37: Statement of Cash Flows for the yea
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Page 82 and 83: Main Offices, Services and Banking
Page 84: www.usbbank.com.cy
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