NOTE 1. GENERAL INFORMATION
The proposed creation of the National Asset Management Agency was announced in the Minister for Finance's Supplementary Budget on 7 April 2009 and the Act was passed in November 2009.
The Act established NAMA as a separate statutory body, with its own Board and Chief Executive Officer appointed by the Minister for Finance, in December 2009.
The main purpose of NAMA is to acquire assets in the form of property related loans from credit institutions which have been designated by the Minister for Finance as Participating Institutions under Section 67 of the Act. The original Participating Institutions were: Allied Irish Banks, p.l.c. ('AIB'), Anglo Irish Bank Corporation Limited ('Anglo'), Bank of Ireland ('BOI'), Irish Nationwide Building Society ('INBS') and EBS Building Society ('EBS').
On 1 July 2011 AIB merged with EBS. On 1 July 2011 the business of INBS transferred to Anglo and on 14 October 2011 the latter's name was changed to Irish Bank Resolution Corporation ('IBRC').
1.1 National Asset Management Agency Group
For the purposes of these accounts, the 'NAMA Group' comprises; the parent entity NAMA, National Asset Management Agency Investment Limited (NAMAIL), National Asset Management Limited (NAML), National Asset Management Group Services Limited (NAMGSL), National Asset Loan Management Limited (NALML), National Asset Property Management Limited (NAPML), National Asset Residential Property Services Limited (NARPSL) and National Asset Management Services Limited (NAMSL).
The Group and the relationship between NAMA Group entities is summarised in Chart 1. National Asset Resolution Limited (NARL) was incorporated on 11 February 2013 after the reporting date and is therefore not included in the results of the Group at 31 December 2012. The first set of financial statements for NARL will be prepared as of 31 December 2013 and will be fully consolidated into the results of the NAMA Group at 31 December 2013.
NAMAIL was incorporated on 27 January 2010. NAMAIL is the company through which private investors have invested in the Group. NAMA holds 49% of the shares of the company. The remaining 51% of the shares of the company are held by private investors.
NAMA has invested €49m in NAMAIL, receiving 49 million A ordinary shares. The remaining €51m was invested in NAMAIL by private investors, each receiving an equal share of 51 million B ordinary shares. Under the terms of a shareholders' agreement between NAMA and the private investors, NAMA may exercise a veto over decisions taken by NAMAIL. As a result of this veto, the private investors' ability to control the financial and operating policies of the entity is restricted and NAMA has effective control of the company. By virtue of this control NAMA has consolidated NAMAIL and its subsidiaries and the 51% external investment in NAMAIL is reported as a non-controlling interest in these financial statements.
On 11 February 2013, NAMA established a new NAMA Group Entity, National Asset Resolution Limited (NARL). The entity was formed in response to a Direction issued by the Minister for Finance under the Irish Bank Resolution Corporation Act 2013 to NAMA to acquire a loan facility deed and floating charge over certain IBRC assets. Consideration was in the form of the issuance of Government Guaranteed debt securities and cash. The debt securities were issued by NAML and transferred to NARL via a profit participating loan facility. NARL is a 100% subsidiary of NAMAIL. (Further information is provided in Note 39, Events after the reporting date).
NAML was incorporated on 27 January 2010. NAML is responsible for issuing the Government guaranteed debt instruments and the subordinated debt, which are used as consideration in acquiring loan assets from the Participating Institutions. The Government guaranteed debt securities issued by NAML are listed on the Irish Stock Exchange. Both the Government guaranteed debt instruments and the subordinated debt instruments, issued before the reporting date, were transferred to NAMGSL and by NAMGSL to NALML. The latter used these debt instruments as consideration for the loan assets acquired from the Participating Institutions.
NAML has five subsidiaries:
NAMGSL acts as the holding company for its three subsidiaries, NALML, NAPML and NAMSL.
NAMGSL was incorporated on 27 January 2010. NAMGSL acquires the debt instruments issued by NAML under a profit participating loan (PPL) agreement, and in turn, makes these debt instruments available to NALML on similar terms. NAMGSL is wholly owned by NAML.
NALML was incorporated on 27 January 2010. The purpose of NALML is to acquire, hold, and manage the loan assets acquired from the Participating Institutions.
NAPML was incorporated on 27 January 2010. The purpose of NAPML is to take direct ownership of property assets if and when required. In 2011 certain land and development sites were acquired by NALML as consideration for the settlement of a guarantee held by NALML. At the reporting date ownership of the majority of property interests had transferred from NALML to NAPML, all remaining properties are expected to transfer in 2013. In addition, minor non-real estate assets were also acquired by NALML and transferred to NAPML during the year.
On 16 July 2012 NAMA established a new subsidiary National Asset Residential Property Services Limited (NARPSL). The Company is a wholly owned subsidiary of NAPML, and is established to acquire residential properties and to lease and ultimately sell these properties to approved housing bodies for social housing purposes.
229 residential properties were delivered to the social housing sector by NAMA debtors during 2012. This included the direct sale of 191 properties by NAMA debtors to various approved housing bodies, the direct leasing of 12 properties and exchange of contract on 26 properties. No properties had been acquired by NARPSL at the reporting date.
NAMSL was incorporated on 27 January 2010. NAMSL is a non-trading entity and has no activity at present.
The address of the registered office of each company is Treasury Building, Grand Canal Street, Dublin 2. Each Company is incorporated and domiciled in the Republic of Ireland.
Chart 1 NAMA Group
