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Half-year Report

8th Jun 2018 16:15

RNS Number : 7136Q
EF Realisation Company Limited
08 June 2018
 

 

8 June 2018

 

FOR IMMEDIATE RELEASE

 

THE BOARD OF DIRECTORS OF EF REALISATION COMPANY LIMITED ANNOUNCES THE INTERIM FINANCIAL REPORT FOR THE SIX MONTHS ENDED 31 MARCH 2018

 

INTERIM MANAGEMENT REPORT

financial highlights and performance summary

 

Financial highlights

 

Market capitalisation

As at 31 March 2018, the market capitalisation of the Company was £15,742,163 (30 September 2017: £11,919,066).

 

Number of Ordinary Shares

As at 31 March 2018, the number of Ordinary Shares in issue was 44,977,609 (30 September 2017: 44,977,609 Ordinary Shares).

 

Performance summary

As at

31 March

2018

As at

30 September

2017

 

 

% change

 Net assets (£'000)

£19,523

£18,193

7.3%

 Net asset value ("NAV") per Ordinary Share

43.41p

40.45p

7.3%

 Ordinary Share price (bid price)

35.00p

26.50p

32.1%

 Discount to NAV

19.4%

34.5%

 

Dividend history

No dividend was declared or paid during the period.

 

Although it is not expected that the Company will receive any material income during the realisation period, to the extent that it does receive income, the Board intends to distribute it to Shareholders provided the Company has sufficient working capital.

 

 

 

chairman's statement

 

Dear Shareholder,

 

EF Realisation Company Limited ("EF Realisation" or the "Company") was created to hold, manage and realise a collection of illiquid assets; it will make no new investments, and it will return realisation proceeds to Shareholders subject to the Company retaining adequate working capital. The Company is in its second year of activity, which began on admission to trading on the London Stock Exchange on 26 September 2016. The intention on creation of EF Realisation was to realise the value of all the Company's assets in the two year period to the end of September 2018 and, although there can be no guarantees, your Board of Directors believes that this can be achieved whilst continuing to conduct the realisations in an orderly manner.

 

EF Realisation seeks to achieve a balance between monetising its investments expeditiously and maximising the proceeds from realising those investments. In its first year of activity, a total of £4.36 million was realised from asset sales and investment income (net of expenses), representing almost one-quarter of the portfolio and at values which, in aggregate, exceeded the values for those assets in the Company's opening NAV by 23.9%. In September 2017, the Company undertook a one-for-seven compulsory share redemption and returned £3.0 million to Shareholders. No further asset sales occurred in the six month period under review although the Board is pleased with progress on monetising the remaining material investments.

 

EF Realisation's net asset value per share rose by 7.3% from 30 September 2017 to stand at 43.41 pence per share as at 31 March 2018. EF Realisation's remaining portfolio contains three significant investments and four investments held at nil value. The Company's holding in Lonestar Resources US Inc. ("Lonestar") represented 45% of the portfolio at the start of the interim period and 52% at 31 March 2018 after a strong performance of Lonestar's share price during the half-year. Lonestar is listed in the US on the NASDAQ exchange and its share price rose from US$3.51 on 30 September 2017 to US$4.34 on 31 March 2018, and has continued to rise after the end of the interim period and at 6 June 2018 stood at $7.08 per share. All the other investments in EF Realisation's portfolio are unlisted and valued by the Directors at their estimated realisation values, and changes in these valuations in local currency terms have been minimal. The rise in Lonestar's share price explains the increase in the Company's NAV per share over the interim period as the Company's other investments and its US dollar cash holdings declined in value given the 5% depreciation of the US dollar against sterling and the 7% depreciation of the Australian dollar against sterling.

 

Over the half-year, the bid price of the Company's shares rose by 32.1%. As the increase in the share price exceeded the increase in the Company's NAV per share, the discount at which the shares traded to the Company's NAV declined from 34.5% to 19.4%, although subsequent to the end of the half-year the discount has widened to 23.0%. Notwithstanding the illiquidity of the Company's portfolio, the discount is now below the typical discount for shares of investment companies whose main holdings are illiquid. The Directors attribute the improvement to the progress made in realising the portfolio's assets and the prospects for completing the realisation process in the intended timeframe.

 

Your Board's and Investment Manager's focus is on realising the carrying values of the three significant remaining investments in the portfolio. Discussions are underway for each asset which should enable the Company to accomplish this goal and return the value to Shareholders in the coming months. Moreover, Lonestar's management is executing on a business plan that it believes will enhance its attractiveness to investors and drive an increase in its share price, which would raise the Company's NAV. Whilst the Investment Manager continues to manage the four investments held at nil value, your Board does not expect these to contribute materially, if at all, to realisation proceeds in the foreseeable future.

 

Your Board of Directors remains committed to fulfilling the Company's realisation strategy and ensuring value is returned to Shareholders without unnecessary delay. Current negotiations for realising value for each of the three significant assets are proceeding in a manner that should allow completion before the end of September 2018, which would mean an extension of the Company's life would not be required. Of course, the current negotiations involve third parties and cannot be guaranteed to conclude satisfactorily.

 

Unless your Board puts an extraordinary resolution to Shareholders recommending a one year extension, and Shareholders approve that extraordinary resolution, an ordinary resolution to wind up the Company will be put to Shareholders once all the Company's material investments have been realised. Your Board's current expectation is that all the material investments will be realised no later than the second anniversary of the listing of the Company's shares on the London Stock Exchange, that is, by 26 September 2018, such that the Company is on course to be put into liquidation on or prior to that date.

 

At 6 June 2018, the latest date on which EF Realisation's NAV was calculated prior to the publication of these accounts, the Company's NAV per share was 63.64p and its share price (bid) was 49.00p.

 

Martin Nègre

Chairman

8 June 2018

 

 

 

executive sUMMARY

 

This Executive Summary is designed to provide information about the Company's business and results for the six month period ended 31 March 2018. It should be read in conjunction with the Chairman's Statement and the Investment Manager's Report which provide a detailed review of the investments and an outlook for future realisations.

 

Corporate summary

The Company was incorporated in Guernsey on 28 June 2016, with registered number 62195, as a non-cellular company with liability limited by shares. The Company is registered with the Guernsey Financial Services Commission ("GFSC") as a registered closed-ended collective investment scheme pursuant to The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the Registered Collective Investment Scheme Rules ("RCIS Rules") 2015.

 

The Company has a wholly-owned subsidiary called EFR Guernsey Holding Limited, which holds an equity investment in Lonestar Resources US Inc. ("Lonestar").

 

The Company is regulated by the GFSC and complies with the principles and provisions of The UK Corporate Governance Code 2016 (the "Code"). The GFSC have stated in the "Finance Sector Code of Corporate Governance" ("GFSC Code") that companies which report against the Code are deemed to meet the GFSC Code, and need take no further action.

 

The Company's share capital is denominated in Sterling and each Ordinary Share carries equal voting rights.

 

The Company's Ordinary Shares were admitted to trading on the London Stock Exchange (Specialist Fund Segment) on 26 September 2016. As at 31 March 2018, the Company's issued share capital comprised 44,977,609 Ordinary Shares (30 September 2017: 44,977,609 Ordinary Shares).

 

The Company is categorised as an internally managed non-European Union ("EU") alternative investment fund for the purposes of the Alternative Investment Fund Manager Directive. As such, the Board retains overall responsibility for portfolio management and risk management of the Company.

 

The Company has appointed Ecofin Limited (the "Investment Manager") as investment manager and in such capacity the Investment Manager has, subject to the overall supervision of the Board, responsibility for the management of the Company's investment portfolio and day to day management of the strategy to realise the Company's investments (the "Realisation Strategy"). The Board actively and continuously supervises the Investment Manager in the performance of its functions.

 

Investment objective

The Company's investment objective is to conduct an orderly realisation of the assets of the Company, to be effected in a manner that seeks to achieve a balance between returning cash to Shareholders promptly and maximising the value of the investment portfolio.

 

Investment policy

The Board and the Investment Manager believe that the portfolio may take in the region of four months from the date of this report to be fully realised, although this timing is subject to transactions involving third parties and cannot be guaranteed. The mechanics and timing of any distributions effected to return capital to Shareholders will be set out in redemption announcement(s) and/or circular(s) to be sent to Shareholders at the relevant time(s).

 

The Company will not make any new investments save that:

(a) available cash may be used to fund, where necessary, capital calls in relation to existing investments where the Directors believe it is necessary to preserve the value of that investment; and/or

(b) available cash may be invested in liquid cash-equivalent securities, including cash funds, and bank cash deposits, pending its return to Shareholders.

 

The investment policy involves a continual evaluation of the business prospects of each investment in the portfolio and the disposal options for each asset in order to assess the most appropriate realisation timing and strategy to be pursued in relation to each investment. The Board meets regularly to review the portfolio and progress in implementing the Realisation Strategy.

 

Further information on the current status of the Realisation Strategy can be found in the Investment Manager's report which is incorporated within this Interim Financial Report.

 

Shareholders' interests

As at 31 March 2018 and 30 September 2017, the Company had been notified, in accordance with Chapter 5 of the Disclosure Guidance and Transparency Rules (which covers the acquisition and disposal of major shareholdings and voting rights), that the following Shareholders had an interest in greater than 5% of the Company's issued share capital.

Percentage of total voting rights

31 March

2018

30 September

2017

J.H. Lane Holdings GP, LLC

20.8%

-

Asset Value Investors (including British Empire Trust)

8.50%

8.50%

Dexia Credit Local de France SA

6.08%

6.08%

Janus Henderson Investors

5.06%

5.06%

Weiss Asset Management

Less than 5%

20.31%

1607 Capital Partners LLC

-

6.81%

 

Between 1 April 2018 and 8 June 2018, the following additional notification was received:

 

Percentage of total voting rights

J.H. Lane Holdings GP, LLC

25.3%

 

Directors' interests

The Board comprises three Directors: Martin Nègre, Robert Sinclair and Nick Tostevin. The Directors are all non-executive and, other than Martin Nègre, are independent of the Investment Manager. Robert Sinclair and Nick Tostevin are also members of the Audit Committee and Management Engagement Committee. The Company has not established a separate Remuneration and Nomination Committee as matters as to the remuneration of the Directors of the Company will be considered by the Board.

 

A biography for each Director is shown in the Board Members' section of this Interim Financial Report. Information on the Directors' remuneration is detailed in note 4.

 

As at the date of approval of the Interim Financial Report, the Directors held the following number of Ordinary Shares in the Company:

 

Director

Director holdings in the Company's Ordinary Shares

Martin Nègre

232,716

Robert Sinclair

Nil

Nick Tostevin

Nil

 

Principal risks and uncertainties

The Directors believe that the principal risks faced by the Company can be divided into various areas as follows:

 

· Performance, market and liquidity, any of which may affect the Realisation Strategy

· Lonestar specific risk

· Portfolio concentration

· Operational

· Financial

Information on these risks and how they are managed is given in the Annual Financial Report for the period ended 30 September 2017. In the view of the Board these principal risks and uncertainties are as applicable to the remaining realisation period of the financial year as they were in the six months under review.

 

Break-up basis

Under the Code and applicable regulations, the Directors are required to determine whether it is reasonable to assume that the Company is a going concern from the date of approval of the financial statements. Given the Board believes that the material investments held by the Company may be fully realised in four months from the date of approving the financial statements, the Board has adopted the break-up basis in preparing the financial statements. This accords with the methodology utilised in calculating the Company's NAV on a weekly basis. Under this basis of accounting, assets are valued at their estimated net realisable value and provisions are made for estimated future costs to realise the investments and operating costs for the Company through to its eventual liquidation.

 

Events after the reporting date

Lonestar's share price increased by 63.1% (in US dollar terms) between 31 March 2018 and 6 June 2018. The Directors are not aware of any other developments subsequent to the period-end that might have a significant effect on the operations of the Company or a material impact on the unaudited condensed interim financial statements.

 

Future strategy

The Board believes that the investment policy and strategy adopted by the Company are appropriate for the Company's realisation objectives. The Realisation Strategy remains in place and it is the Board's assessment that the Investment Manager's resources are appropriate to manage properly the Company's investment portfolio.

 

Related parties

Refer to note 13 for information on related party transactions.BOARD MEMBERS

 

All Directors are non-executive.

 

CHAIRMAN

 

Martin Nègre

Appointed 20 July 2016

Martin was a director of Ecofin Water & Power Opportunities plc ("EWPO"), the predecessor company to EF Realisation Company Limited, until September 2016. He was, until June 2001, the chief executive officer of Northumbrian Water plc, then a subsidiary of Suez Lyonnaise des Eaux, and Suez Lyonnaise's chief corporate representative in the UK. Prior to that, he was Suez Lyonnaise's international director in Paris and then its Asia-Pacific president in Hong Kong and Singapore. Before that, he spent 21 years with Alsthom and GEC Alsthom, the Anglo/French engineering company, where he was a senior executive and the chief executive officer of the power generation division.

 

He is chairman of the Ecofin Vista Long-Short Fund and the Ecofin Global Renewables Infrastructure Fund, funds managed by the Investment Manager, a non-executive director of Ecofin Global Utilities and Infrastructure Trust plc, which is managed by the Investment Manager, a non-executive director of Northumbrian Water Ltd and of Messrs Hottinger & Cie, Paris, and a non-executive director of EFR Guernsey Holding Limited.

 

DIRECTORS

 

Robert Sinclair (independent) - Chairman of the Audit Committee

Appointed 28 June 2016

Robert is managing director of the Guernsey based company, Artemis Trustees Limited, and a director of a number of investment fund management companies and investment funds associated with Artemis Trustees Limited. Robert is chairman of Schroder Oriental Income Fund Limited, a director of Picton Property Income Limited and chairman of its audit committee, a director of Chariot Oil and Gas Limited and chairman of its audit committee, and a director of Rainbow Rare Earths Limited and chairman of its audit committee.

 

He is a fellow of the Institute of Chartered Accountants in England & Wales, a member of the Institute of Chartered Accountants of Scotland and a member of the Society of Trust and Estate Practitioners. Robert is resident in Guernsey.

 

Nicholas (Nick) Tostevin (independent) - Chairman of the Management Engagement Committee

Appointed 28 June 2016

Nick holds the degree of LLB (Hons) (Bachelor of Law). He qualified as a barrister in 1975 and as an advocate of the Royal Court of Guernsey in 1976 and practised as such for 33 years until he retired as the senior partner of a Guernsey law firm. He is a non-executive director of a number of Guernsey-based investment funds and insurance companies. Nick is resident in Guernsey.

 

 

 

INVESTMENT MANAGER'S REPORT

 

Investment objective

EF Realisation Company Limited ("EF Realisation" or the "Company") is one of two listed successor vehicles to Ecofin Water & Power Opportunities plc, a UK investment trust which was reorganised pursuant to a scheme of reconstruction. The Company was incorporated as a Guernsey company and holds illiquid and unquoted investments with the investment objective to realise its assets in an orderly fashion for the benefit of its Shareholders. As a consequence, it cannot make any new investments and the proceeds of any realisation, subject to the working capital requirements of the Company, are distributed to Shareholders. The Company's shares were admitted to trading on the London Stock Exchange on 26 September 2016. EF Realisation's Board is required to put an ordinary resolution to Shareholders to wind up the Company on or before 26 September 2018, unless Shareholders have approved an extraordinary resolution before then to extend the life of the Company.

 

At the end of the last financial period, the Company undertook a one-for-seven compulsory share redemption and returned £3.0 million to Shareholders, having monetised approximately 24% of the Company's portfolio in its first year. No further realisations were made by the Company during this interim period, however the monetisation process for each of the Company's significant assets has advanced and the Investment Manager believes that EF Realisation is on course to complete the realisation of the Company's assets by the end of September 2018.

 

Net asset value and share price performance

In the half-year from 30 September 2017 to 31 March 2018, the net asset value of the Company rose from £18.2 million to £19.5 million, a rise of 7.3%. The Company's largest investment, a shareholding in the US NASDAQ-quoted Lonestar Resources US, Inc. ("Lonestar"), accounting for 51.7% of the Company's portfolio at the end of the period, increased in value by 24%. This was offset, however, by adverse movements in the sterling value of the Company's other investments in the US and Australia as the US dollar and the Australian dollar depreciated against sterling by 5% and 7%, respectively.

 

Since admission on 26 September 2016, the Company's shares have traded at a discount to net asset value which, given the nature of the Company's investments and the uncertain outlook for their realisation, was to be expected as investment trusts which invest in private equity typically trade at steep discounts to their published net asset values. The discount has narrowed steadily: At the start of the interim period, the discount (based on the bid price) was 34.5% and by the end of the period the discount was 19.4%; it has subsequently edged higher and at 6 June 2018 it stood at 23.0%.

 

Summary of investments

At 31 March 2018, EF Realisation had three investments which were valued at an aggregate of £17.2 million, a further four investments held at nil value, and £2.3 million in net working capital. All the Company's investments were in unquoted securities with the exception of its investment in Lonestar, which is quoted on the US NASDAQ exchange but with limited trading liquidity. The Company values Lonestar using a five day, volume-weighted average of its share price and, in addition, makes allowance for certain estimated expenses and illiquidity of the shares which the Company's Directors believe could impact the realisable value of the Company's investment in Lonestar. The Company values its unquoted investments based on third-party valuations or valuation techniques typically used to value such investments and may also apply a further discount for illiquidity or deduct estimated expenses to realise any investment in deriving the carrying value to include in the Company's net asset value.

 

Lonestar

Lonestar is EF Realisation's largest investment and accounted for 51.7% of the Company's portfolio at 31 March 2018. Lonestar owns, develops and produces oil and gas from reserves located in the Eagle Ford shale basin in southern Texas. As Lonestar is a US company listed on NASDAQ, it regularly files detailed reports on its operations and financial statements with the US Securities and Exchange Commission ("SEC"). These annual and quarterly reports as well as investor presentations and other information on the company are available on Lonestar's website (www.lonestarresources.com).

 

EF Realisation owns, through a wholly-owned subsidiary, 4,174,259 ordinary shares of Lonestar. At the time of EF Realisation's listing in September 2016, this represented approximately 52% of Lonestar's outstanding share capital. As Lonestar issued equity as part of its steps to improve its balance sheet and to grow by acquisitions, and as EF Realisation does not have a mandate to make new investments, EF Realisation's shareholding was diluted to approximately 17% of Lonestar's outstanding ordinary shares by 31 March 2018.

 

Under an agreement with Lonestar, EF Realisation has the right to nominate two directors to Lonestar's board, subject to the approval of Lonestar's shareholders in an annual general meeting, as long as its ownership of Lonestar is in excess of 15%, and one director if its ownership is less than 15% but greater than 10%. EF Realisation's nominated directors of Lonestar are John Murray, chairman of Ecofin Limited, the Investment Manager, and Dr Christopher Rowland, head of special situations at Ecofin Limited.

 

Investor interest improved in the US oil sector over the half-year to 31 March 2018, with an equity Index of Small Capitalisation US Exploration & Production (E&P) Companies ("Index") rising by 6% in US dollar terms, in part thanks to an improvement in oil prices. Over the six month period, the US West Texas Intermediate (WTI) oil price for immediate delivery rose by 26% and the US WTI oil price for delivery in 12 months' time (which tends to be the oil price more relevant for US E&P equities) rose by 16%. OPEC has remained disciplined in restricting its oil production and the larger US E&P companies have prioritised cash flow generation over volume growth which, together, has enabled global oil inventories to return to more normal levels from a heavily oversupplied position in 2015.

 

In August 2017, Lonestar set out a plan to increase the company's production and cash flows, whilst steadily improving its credit metrics. Lonestar originally forecast for 2018 that its production would average between 10,000 and 10,700 barrels of oil equivalent per day and earnings before interest, tax and depreciation ("EBITDA") would be between $100 million and $110 million. Strong operating results from new wells drilled and completed thus far in 2018 have enabled Lonestar to increase this guidance for production and EBITDA. Lonestar now forecasts production to average between 10,300 and 11,000 barrels of oil equivalent per day during 2018, an increase of between 59% and 69% over 2017, and EBITDA of between $110 million and $125 million, an increase of between 69% and 92% over 2017. Lonestar's ratio of net debt to EBITDA is forecast to drop from 3.6x at the end of 2017 to below 3.0x by the end of 2018.

 

Lonestar's recent acquisitions and its strong operational performance contributed to an 82% increase in Lonestar's year-end proved reserves to 73.6 million barrels of oil equivalent. These proved reserves have been valued by independent specialists at $648 million using oil prices prevailing at the end of 2017; after deducting net debt and convertible preferred shares, the equity valuation is $240 million or, on a fully diluted basis (that is, assuming the convertible preference shares are converted), $8.30 per Lonestar ordinary share. This valuation does not reflect the favourable well results achieved in 2018 to date or the pick-up in oil prices since the end of 2017. In addition, Lonestar has a further 21 million barrels of probable and possible reserves that are not included in this valuation.

 

Lonestar's share price has been outperforming the shares of its quoted US peers. Over the half-year to 31 March 2018, Lonestar's share price rose from $3.51 per share to $4.34 per share, up 24% in US dollar terms against the Index's 6% increase, and between 31 March 2018 and 6 June 2018, Lonestar's share price rose further to $7.08 per share, up 63% in US dollar terms against the Index's 29% increase. This outperformance can be attributed to Lonestar's strengthening of its balance sheet, its strong operational results and the increase in guidance. Lonestar's shares rallied after the company refinanced its senior notes due April 2019 with a new issue of senior notes due January 2023 and on the uplift in Lonestar's production and EBITDA evident in both its Q4 2017 results and its Q1 2018 results released after the end of EF Realisation's interim period.

 

The performance of Lonestar's shares has helped to narrow the valuation discount to its US quoted peers, but only in part. Lonestar's management continues to believe that its high quality assets and strengthened balance sheet are not well reflected in Lonestar's equity market valuation. Not only is Lonestar's share price (at $7.08 per share on 6 June 2018) trading at approximately 37% of the value indicated by the independent valuation of its proved and probable reserves, but Lonestar's shares stand on low trading multiples compared to its quoted peers that operate in the Eagle Ford shale basin or are smaller oil focussed US E&P companies. Lonestar's proved reserves are valued at just $7.6 per barrel of oil equivalent compared to its quoted peers whose proved reserves are valued at $11.4 per barrel of oil equivalent. Moreover, Lonestar's shares currently trade at an enterprise value equivalent to approximately 4.9 times analysts' estimates of 2018 EBITDA, while quoted peers trade at an average of 6.4 times EBITDA.

 

Eastern Australia Irrigation

Eastern Australian Irrigation Limited ("EAI") owns two large farms in Queensland, Australia, each with access to ample water rights and extensive associated water storage infrastructure for irrigating the farms whose main crop is cotton. EF Realisation owns 9.6% of EAI's equity.

 

In August 2017, EAI sold a part of its water rights back to the Australian government, which enabled EAI to make a capital return to its shareholders (including EF Realisation, which in September 2017 used these proceeds to make a capital return to its Shareholders). After the sale of water rights, EAI launched sale processes for each of the two farms and these are taking place against a backdrop of strengthening cotton prices (up to $81 per pound, some 18% higher than at the start of the half-year under review), although draught conditions in Queensland have been less constructive. Once the farm sales are completed, EAI would then go into voluntary liquidation and remit the farm sales proceeds, net of debt and other expenses, to EAI shareholders including EF Realisation.

 

TRF/Prescott Valley

EF Realisation has a majority interest in 2,724 acre-feet of water entitlements in the Prescott Valley region of Arizona, near Phoenix, in the United States. Annually, an independent expert is engaged to value these water entitlements. EF Realisation uses this valuation as a basis for valuing its investment in TRF but it applies a further discount to reflect the illiquidity of the investment and the expenses that might be incurred by EF Realisation upon disposal of the investment.

 

Property developers in the Prescott Valley region must demonstrate that they have access to 100 years of future water supply before they are granted permission to develop land. The water entitlements owned by EF Realisation would enable developers to demonstrate a future water supply, and 2,724 acre-feet of water entitlements are sufficient to allow for the development of over 10,000 homes. There is a limited supply of already permitted land and few alternatives for property developers wanting to acquire water entitlements on any scale; however, property development activity stagnated after the global financial crisis and the subsequent pick-up in activity has not been back to former levels. Development activity in the region came to a near standstill in 2009-2011 when there were on average just 37 new permits issued for single family dwellings each year, compared to the peak year of 2006 when 1,146 such permits were issued. There has been a steady pick-up since 2011 and in 2017 466 such permits were issued and the annualised run-rate in 2018 has increased further to over 550.

 

As a consequence, interest from property developers for water entitlements has grown. In addition, the drought conditions across much of the US southwest further emphasises the value of these water rights. Several sales of water entitlements are in the early stages of negotiation and, while there is no guarantee that any sale can be concluded at an attractive price, there are signs that a sale of water entitlements might be accomplished in the coming months. EF Realisation is negotiating a sale of its investment although a successful conclusion of this negotiation cannot be guaranteed.

 

Nil Value Investments

EF Realisation holds four other investments, each of which it carries at nil value in its portfolio as the Company sees limited prospects of realising any value in the foreseeable future. The Company continues to monitor these investments and engages with the management teams. At present, however, it seems unlikely that the outlook for any of these investments will improve sufficiently to be able to monetise the positions for material sums or to warrant extending the life of EF Realisation.

 

Outlook

EF Realisation's intention is to move ahead with an orderly realisation of its assets by 26 September 2018 with a view to making significant distributions to Shareholders. The Company is in active discussions with buyers for each of its material unquoted assets in order to attempt to realise the carrying values of each asset and to maximise the value that can be returned to Shareholders. Furthermore, there is scope for an increase in the Company's NAV per share based on a continuing improvement in Lonestar's share price, especially if oil prices remain at the higher levels experienced in 2018 to-date and Lonestar delivers on its 2018 plan for increasing production and EBITDA while improving its credit metrics.

 

If all goes to plan, EF Realisation will be in a position to table a resolution to wind up the Company on or before 26 September 2018. Our negotiations for realising the key unquoted investments involve third parties and inevitably, therefore, uncertainty until binding documentation is executed, whereas the ability to realise value from the Lonestar shareholding will be linked to prevailing oil market and stock market conditions.

 

Ecofin Limited

Investment Manager

8 June 2018

 

 

 

Directors' Statement of Responsibilities

 

The Directors are responsible for preparing the Interim Financial Report in accordance with applicable Guernsey Law and regulations.

 

The Directors confirm to the best of their knowledge that:

 

· the unaudited condensed interim financial statements contained within the Interim Financial Report have been prepared in accordance with IAS 34 - "Interim Financial Reporting" as adopted by the EU and give a true and fair view of the state of affairs of the Company as at 31 March 2018, as required by the Financial Conduct Authority ("FCA") through the Disclosure Guidance and Transparency Rules ("DTR") 4.2.4R;

 

· the Chairman's Statement, Investment Manager's Report, Executive Summary and notes to the unaudited condensed interim financial statements, together provide a fair review of the information required by:

 

a) DTR 4.2.7R, being an indication of important events that have occurred during the six months ended 31 March 2018 and their impact on the set of unaudited condensed interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

b) DTR 4.2.8R, being related party transactions that have taken place during the six months ended 31 March 2018 and that have materially affected the financial position or performance of the Company during that period; and any changes in the related parties transactions in the annual report that could have a material impact on the financial position or financial performance of the Company in the first six months of the current financial year.

 

 

Approved and signed on behalf of the Board,

 

Martin Nègre Robert Sinclair

Chairman Audit Committee Chairman

 

8 June 2018

 

 

 

CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 31 March 2018

 

 

 

 

Six months

ended

31 March

2018

(Unaudited)

For the period

from

28 June 2016 to

31 March 2017

(Unaudited)

Notes

£

£

Income

Net gain/(loss) on financial assets designated at fair value through profit or loss

 

1,417,878

(19,888,595)

Investment income

2,652

162,495

1,420,530

(19,726,100)

Expenses

Operating expenses

3

(345,895)

(335,164)

Provision

8

329,636

(111,034)

Foreign exchange (loss)/gain

(74,227)

64,937

(90,486)

(381,261)

Profit/(loss) before taxation

1,330,044

(20,107,361)

Taxation

-

-

 

Profit/(loss) after taxation and total comprehensive income/(loss)

 

 

1,330,044

 

 

(20,107,361)

Basic and diluted earnings per Ordinary Share

10

0.0296

(0.5557)

 

The Company has no items of other comprehensive income or loss, and therefore the profit/(loss) for the period is also the total comprehensive income/(loss).

 

All items in the above statement are derived from continuing operations. No operations were acquired or discontinued during the period.

 

 

The notes form an integral part of these unaudited condensed interim financial statements.

 

 

 

CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

As at 31 March 2018

 

31 March

2018

30 September

2017

Notes

(Unaudited)

£

(Audited)

£

Current assets

Financial assets designated at fair value through profit or loss

 

6

 

17,220,062

 

15,802,184

Cash and cash equivalents

2,860,741

3,293,971

Other receivables and prepayments

5

50,926

21,685

Total current assets

20,131,729

19,117,840

Total assets

20,131,729

19,117,840

Current liabilities

Other payables

7

(149,714)

(132,825)

Provision

8

(459,273)

(792,317)

Total current liabilities

(608,987)

(925,142)

Total liabilities

(608,987)

(925,142)

Net assets

19,522,742

18,192,698

Capital and reserves

Share capital

9

40,420,947

40,420,947

Retained deficit

(20,898,205)

(22,228,249)

Equity Shareholders' funds

 

19,522,742

 

18,192,698

Net asset value per share

11

0.4341

0.4045

 

The unaudited condensed interim financial statements were approved and authorised for issue by the Board of Directors on 8 June 2018 and signed on its behalf by:

 

Martin Nègre Robert Sinclair

Chairman Audit Committee Chairman

 

 

The notes form an integral part of these unaudited condensed interim financial statements.

 

 

 

CONDENSED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the six months ended 31 March 2018

 

Share capital

(Unaudited)

Retained deficit

(Unaudited)

Total

(Unaudited)

£

£

£

Opening equity Shareholders' funds at 1 October 2017

40,420,947

(22,228,249)

18,192,698

Total comprehensive income for the period

-

1,330,044

1,330,044

Closing equity Shareholders' funds at 31 March 2018

40,420,947

(20,898,205)

19,522,742

 

For the period from 28 June 2016 (incorporation) to 30 September 2017

 

Share capital

(Audited)

Retained deficit

(Audited)

Total

(Audited)

£

£

£

Opening equity Shareholders' funds at 28 June 20161

-

-

-

Total comprehensive loss for the period

-

(25,952,179)

(25,952,179)

Transactions with owners, recorded directly to equity

Proceeds from issuance of Ordinary Shares

47,184,416

-

47,184,416

Share issue costs

(26,885)

-

(26,885)

Redemption of Ordinary Shares

(6,736,584)

3,732,930

(3,003,654)

Ordinary Share redemption costs

-

(9,000)

(9,000)

Closing equity Shareholders' funds at 30 September 2017

40,420,947

(22,228,249)

18,192,698

 

For the period from 28 June 2016 (incorporation) to 31 March 2017

 

Share capital

(Unaudited)

Retained deficit

(Unaudited)

Total

(Unaudited)

£

£

£

Opening equity Shareholders' funds at 28 June 20161

-

-

-

Total comprehensive loss for the period

-

(20,107,361)

(20,107,361)

Transactions with owners, recorded directly to equity

Proceeds from issuance of Ordinary Shares

47,184,416

-

47,184,416

Share issue costs

(26,885)

-

(26,885)

Redemption of Ordinary Shares

(1)

-

(1)

Closing equity Shareholders' funds at 31 March 2017

47,157,530

(20,107,361)

27,050,169

 

1The Company was incorporated on the 28 June 2016. Ordinary Shares were issued on the 26 September 2016.

 

As at 13 September 2016, the value of the pool of assets attributable to the Company, further to the Scheme of Reconstruction of EWPO, was £47,184,416. In turn, on 22 September 2016, the Company issued 52,473,633 Ordinary Shares to EWPO shareholders at a price of 89.92p per share for gross proceeds of £47,184,416. The Company's Ordinary Shares were admitted to trading on the London Stock Exchange on 26 September 2016.

 

The first valuation point for the Company's assets after admission was as at the close of trading on 30 September 2016. During the period from 13 September 2016 to 30 September 2016, the NAV per share fell from 89.92p to 83.89p as a result of movement in the fair value of investments.

 

On 18 September 2017, as a result of asset sales, 7,496,024 Ordinary Shares were redeemed at a price of 40.07p per Ordinary Share (after allowing for costs of redemption of £9,000). This £3.0 million return of capital, equivalent to 5.7p per Ordinary Share, was implemented pursuant to the Company's compulsory redemption mechanism, such that one in every seven Ordinary Shares was redeemed, for cancellation, on a pro rata basis.

 

As at 31 March 2018 and 30 September 2017, the Company had 44,977,609 Ordinary Shares in issue (31 March 2017: 52,473,633 Ordinary Shares).

 

 

The notes form an integral part of these unaudited condensed interim financial statements.

 

 

 

CONDENSED INTERIM STATEMENT OF CASH FLOWS

For the six months ended 31 March 2018

 

Six months ended

31 March

2018

(Unaudited)

For the period

from

28 June 2016 to

31 March 2017

(Unaudited)

Note

£

£

Cash flow from operating activities

Profit/(loss) before taxation

1,330,044

(20,107,361)

Adjustments to reconcile profit/(loss) before tax to net cash flows from operating activities:

- Realised gain on financial assets designated at fair value through profit or loss

 

 

 

-

 

(315,260)

- Unrealised (gain)/loss on financial assets designated at fair value through profit or loss

 

 

 

(1,417,878)

 

20,203,855

- Net loss/(gain) on foreign exchange translation

74,227

(64,937)

- Investment income

(2,652)

(162,495)

Proceeds from sale of financial assets designated at fair value through profit or loss

 

 

 

-

 

1,315,298

Investment income received

2,652

149,503

Changes in working capital

Increase in other receivables and prepayments

(29,241)

(15,438)

Increase in other payables

16,889

88,639

(Decrease)/increase in provisions

(333,044)

114,916

Net cash (used)/generated from operating activities

(359,003)

1,206,720

Cash flow from financing activities

Proceeds from Scheme of Reconstruction

-

2,358,000

Ordinary Share issue costs paid

-

(26,885)

Net cash generated from financing activities

-

2,331,115

Net (decrease)/increase in cash and cash equivalents in the period

 

(359,003)

 

3,537,835

Cash and cash equivalents at the beginning of the period

3,293,971

-

Effect of exchange rate fluctuations on cash and cash equivalents

 

(74,227)

 

64,936

Cash and cash equivalents at the end of the period

2,860,741

3,602,771

Supplemental disclosure of non-cash flow information

Transfer of assets from Scheme of Reconstruction

-

(46,071,195)

Issue of Ordinary Shares in specie

9

-

47,184,416

Provision

-

1,244,779

Cash proceeds from Scheme of Reconstruction

-

2,358,000

 

 

The notes form an integral part of these unaudited condensed interim financial statements.

 

 

 

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

 

1. General information

The Company was incorporated with limited liability in Guernsey under The Companies (Guernsey) Law, 2008 (the "Companies Law"), as amended, on 28 June 2016 with registered number 62195.

 

The Company is a closed-ended investment company registered with the GFSC under the RCIS Rules 2015 and The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. The Company is not authorised or regulated as a collective investment scheme by the FCA.

 

The Company's Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 26 September 2016.

 

The Company's registered address is BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA.

 

2. Accounting policies

The Annual Financial Report is prepared in accordance with the Disclosure Guidance and Transparency Rules of the FCA and with International Financial Reporting Standards ("IFRS"), which comprise standards and interpretations approved by the International Accounting Standards Board, and interpretations issued by the IFRS and Standing Interpretations Committee as approved by the International Accounting Standards Committee which remain in effect. The Interim Financial Report has been prepared in accordance with International Accounting Standards (IAS) 34 - Interim Financial Reporting. It has also been prepared using the same accounting policies applied for the Annual Financial Report for the period ended 30 September 2017, which was prepared in accordance with IFRS.

 

The Directors have adopted the break-up basis in preparing the unaudited condensed interim financial statements given they believe that the investments held by the Company may be fully realised and the Company put into liquidation in four months from the date of approving these interim financial statements, in line with the Company's Realisation Strategy. Please refer to note 9 for detail regarding the compulsory redemption mechanism and liquidation resolution.

 

As a result of the application of the break-up basis, the fair value of each investment has been adjusted as necessary to reflect any expected taxes and costs of disposal that could be incurred were the investment to be disposed of as soon as possible but in an orderly manner. In addition, future foreseeable working capital requirements and costs expected to be paid on ultimate wind-up of the Company have been accounted for as part of a provision. Refer to note 8 for further detail.

 

There have been no changes in accounting policies during the period. The accounting policies in respect of financial instruments are set out below in note 2.4.

 

The impact of seasonality or cyclicality on operations is not regarded as significant to the unaudited condensed interim financial statements.

 

2.1 Critical accounting estimates

The preparation of unaudited condensed interim financial statements in conformity with IAS 34 requires the Company to make estimates and assumptions that affect items reported in the Condensed Interim Statement of Financial Position and Condensed Interim Statement of Comprehensive Income and the disclosure of contingent assets and liabilities at the date of the unaudited condensed interim financial statements. Although these estimates are based on management's best knowledge of current facts, circumstances and, to some extent, future events and actions, the Company's actual results may ultimately differ from those estimates, possibly significantly.

 

Fair value of financial assets designated at fair value through profit or loss

Investments in unquoted companies are not actively traded, hence valuations are more uncertain than those of more widely traded securities. Unquoted investments are valued by using valuation techniques approved by the Directors and based on International Private Equity and Venture Capital ("IPEV") valuation guidelines and IFRS 13 - Fair Value Measurement ("IFRS 13"). Valuation techniques applied in determining the fair value of financial assets designated at fair value through profit or loss are subject to significant estimates and assumptions. Note 2.4 includes details of the valuation process and valuation techniques applied where an active market does not exist and note 6 includes a sensitivity analysis of level 3 holdings as at 31 March 2018.

 

Provision

Given the Board believes that the investments held by the Company may be fully realised in four months from the date of approving the financial statements, the Board has adopted the break-up basis in preparing the financial statements. Under this basis of accounting, the Company has recognised a provision. Note 2.5 outlines the judgements made by the Board having liaised with the Investment Manager in determining the provision.

 

2.2. Critical accounting judgements

As detailed above, the Directors have used their judgement to determine that the Company's financial statements should be prepared on a break-up basis.

 

The other critical accounting judgement relates to the application of the investment entity exception in IFRS 10 - Consolidated Financial Statements ("IFRS 10"). The Board has considered whether the Company is an investment entity as defined in IFRS 10. 

The Company is deemed to meet the definition of an investment entity because it satisfies the following conditions which are the main criteria for an investment entity:

 

i) The Company has obtained funds for the purpose of providing investors with investment management services;

ii) The Company's business purpose, which has been communicated directly to investors, is managing investments solely for returns from capital appreciation, investment income, or both; and

iii) The performance of investments is measured and evaluated on a fair value basis.

 

The Board has also considered the typical characteristics of an investment entity per IFRS 10 in assessing whether it meets the definition of an investment entity. These include:

 

· having exposure to more than one investment;

· having multiple investors;

· the majority of investors are not related parties; and

· having ownership interests in the form of equity.

 

As the Company satisfies the criteria for an investment entity and has the typical characteristics of an investment entity, the Board considers that the Company is an investment entity. Accordingly the Company's subsidiary, EFR Guernsey Holding Limited, has not been consolidated but has been fair valued and accounted for at fair value through profit or loss.

 

Note 6 provides further disclosure relating to the Company's interest in EFR Guernsey Holding Limited.

 

2.3 Segmental reporting

In accordance with IFRS 8 - "Operating Segments", the Board as a whole has been determined as constituting "the chief operating decision maker" of the Company. The Directors are of the opinion that the Company is engaged in one segment of business, being the investment business.

 

2.4 Financial instruments

Financial assets

a) Classification

The Company classifies its investments as financial assets designated at fair value through profit or loss. These financial instruments are held for investment purposes. Financial assets also include cash and cash equivalents and other receivables which are measured at amortised cost using the effective interest rate method.

 

Financial assets designated at fair value through profit or loss

Financial assets designated at fair value through profit or loss are financial instruments whose performance is evaluated on a fair value basis in accordance with the Company's documented valuation methodology and investment strategy. The Company's policy requires the Investment Manager and the Board to evaluate the information about these financial assets on a fair value basis together with other related financial information.

 

b) Recognition, measurement and derecognition

Purchases and sales of investments are recognised on the trade date which is the date on which the Company commits to purchase or sell the investment. Financial assets designated at fair value through profit or loss are measured initially at fair value. Transaction costs are expensed as incurred and movements in fair value are recorded in the Condensed Interim Statement of Comprehensive Income. Subsequent to initial recognition, all financial assets designated at fair value through profit or loss are measured at fair value adjusted to reflect costs of disposal because the Company's financial statements are prepared on a break-up basis. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

 

c) Fair value estimation

In accordance with IFRS 13 and IPEV guidelines, fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As the Company is a realisation vehicle with an intended life of two years from admission of its shares to trading, fair value of investments is adjusted to be the realisable value of the investments, net of taxes and other costs of disposal, were the investments in the portfolio to be realised as soon as possible but in an orderly fashion in the current market.

 

The Company's asset valuation methodology, which was outlined in the Company's Prospectus and is explained below, was designed to be consistent with the break-up basis of accounting that would be adopted for the preparation of the Company's financial statements. Fair value is measured in accordance with the NAV methodology adopted by the Board which, in turn, reflects IFRS 13 and the IPEV guidelines published in December 2015, as appropriate for a Company with a limited life.

 

The NAV methodology adopted by the Board:

· Uses the most widely recognised form of valuation applied by market participants as a basis for the valuation of each asset (quoted active market trading prices for listed investments, NAV valuations for funds, or payments on liquidation);

· Adjusts this valuation to account for illiquidity or volatility considerations (the Company's investment in Lonestar, for example, is valued on a per share basis using the trailing five-day volume weighted average traded share price adjusted for factors likely to affect the amount that could be realised including the size of the holding relative to observable liquidity which the Board believes is a more reasonable estimate of the value under the break-up basis); and

· Deducts estimated taxes and other material expenses that would fall due in managing each investment or on a disposal to derive a measurement of net realisable value for each investment.

d) Valuation process

The Directors are in ongoing communications with the Investment Manager to discuss valuation methodologies and techniques applied in assessing fair value. The Directors analyse the investment portfolio in terms of fair value hierarchy and consider the impact of general market and credit conditions and/or events which may impact the valuation of the investment portfolio.

 

The Investment Manager is responsible for carrying out the fair market valuation of the unlisted investments of the Company and these are presented to the Board for their approval and adoption. The valuation principles used in such methodology are based on IFRS 13 and IPEV guidelines and the following valuation methodologies:

 

i. investments in funds are valued at their net asset value, adjusted as necessary to reflect the fair value of the underlying investments held and any taxes and other expenses estimated to fall due were the investment to be disposed of as soon as possible but in an orderly manner;

ii. investments in bonds are valued at prices quoted by the brokers, where available; and

iii. where a value is indicated by a material arm's length transaction with a third party in the shares of an investment or a comparable investment, this value may be considered representative of fair value adjusted as necessary to reflect any taxes and other expenses estimated to fall due were the investment to be disposed of as soon as possible but in an orderly manner.

 

However, if the Board considers that the basis of valuation is inappropriate for any particular reason, or generally, it may adopt such other valuation procedures as it considers reasonable in the circumstances.

 

Financial liabilities

Financial liabilities include trade payables and other payables which are held at amortised cost using the effective interest rate method. Financial liabilities are recognised initially at fair value, net of transaction costs incurred and are subsequently carried at amortised cost using the effective interest rate method. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.

 

2.5 Provision

As the Company's financial statements are prepared on a break-up basis, the Board, in liaison with the Investment Manager, has recognised a provision. This provision includes amounts to cover estimated liquidation costs (which will be incurred on wind-up of the Company) and the working capital requirements of the Company for a forward-looking period until the Company is expected to be placed into liquidation. These operational costs include Directors' fees, fees for third party service providers, professional fees, and other sundry operational expenses incurred as part of the ongoing activities of the Company.

 

3. Operating expenses

Six months

ended

31 March

2018

(Unaudited)

For the period

from

28 June 2016 to

31 March 2017

(Unaudited)

£

£

Legal and professional fees

141,940

143,861

Administration fees

51,264

53,746

Directors' fees

37,500

38,683

Company secretarial fees

33,914

27,884

Audit fees

22,438

15,033

Non-audit fees - interim review services

-

15,000

Registrar fees

9,480

13,224

Broker fees

12,500

12,917

Sundry expenses

31,824

7,276

Custody fees

5,035

5,139

Transaction fees

-

2,401

Total operating expenses

345,895

335,164

 

Investment Manager fee

On 22 August 2016, the Company signed an Investment Management Agreement with the Investment Manager. Under the Investment Management Agreement the Investment Manager has, subject to the overall supervision of the Board, responsibility for the day to day management of the Company's Realisation Strategy. The Investment Manager also has responsibility for advising the Company in relation to the strategic management of the Company's investment portfolio and monitoring the Company's funding requirements.

 

The Investment Manager is not entitled to any annual base management fee but is eligible to receive a performance fee of 15% of all Company distributable proceeds over the Performance Fee Initial Value (as defined below), subject to a compounding 10% hurdle (the "Performance Fee"). The Performance Fee is subject to a cap of 4% of the Company distributable proceeds (as detailed below) and will only be payable to the Investment Manager once Shareholders have received cash distributions of an amount equal to the Performance Fee Initial Value plus the hurdle.

 

The Performance Fee Initial Value is the aggregate of the initial value of each asset (excluding Texas Energy Future Holdings Investments, the WoodFuels Investment, Oro Negro Equity and Bluewater Bio Holdings Limited (the "Nil Value Assets")) calculated as the higher of: (i) the original cost price to EWPO; or (ii) the holding value as at 26 September 2016 (the aggregate of all such valuations being the Performance Fee Initial Value). The Company distributable proceeds equals the amount distributed or available for distribution to Shareholders and any performance fee payable to the Investment Manager. The Investment Manager is not entitled to a Performance Fee in respect of the Nil Value Assets.

 

No Performance Fee or Investment Manager fees were paid or payable to the Investment Manager during the period (31 March 2017: £nil), however, the Investment Manager is entitled to be compensated for out-of-pocket expenses and certain work for the Company, for example the production of a Key Investor Document.

 

Administration fee

On 22 August 2016, the Company signed an agreement with BNP Paribas Securities Services S.C.A., Guernsey Branch, (the "Administrator") to provide fund administration and company secretarial services to the Company. Under the administration agreement, the Administrator is entitled to a minimum annual fixed fee for fund administration services and company secretarial services. These fees are paid monthly in arrears. Ad hoc other administration services are chargeable on a time cost basis, and the Company reimburses the Administrator for any out of pocket expenses. Administration and company secretarial service fees payable as at 31 March 2018 were £17,523 (30 September 2017: £17,523) and £11,116 (30 September 2017: £6,949), respectively.

 

Broker fee

On 22 September 2016, the Company signed a Financial Advisory Agreement with Winterflood Securities Limited (the "Financial Adviser"), to provide corporate brokering and financial adviser services to the Company. Under the agreement, the Financial Adviser is entitled to a fee payable by the Company of £25,000 per annum payable half-yearly in arrears. Broker fees payable as at 31 March 2018 were £12,500 (30 September 2017: £12,500).

 

Custody fee

On 22 August 2016, the Company signed a Global Custody Agreement between the Company and the Administrator, whereby the Company appointed the Administrator to carry out custodian services. In its role as custodian, the Administrator is entitled to a minimum fixed fee payable monthly by the Company in arrears, and to transaction fees. Custody fees payable as at 31 March 2018 were £1,666 (30 September 2017: £1,666).

 

4. Directors' fees and interests

The Directors of the Company receive £22,500 each per annum for their services. The Chairman of the Company and Chairman of the Audit Committee receive an additional £5,000 and £2,500, respectively, for their services. Directors' fees payable as at 31 March 2018 were £18,750 (30 September 2017: £18,750).

 

As at the date of approval of these financial statements, Martin Nègre held 232,716 Ordinary Shares in the Company. No other Director holds shares in the Company.

 

No other remuneration or compensation was paid or is payable in respect of any of the Directors.

 

5. Other receivables and prepayments

31 March

2018

(Unaudited)

30 September

2017

(Audited)

£

£

Prepayments

24,022

4,754

Intercompany balances - EFR Guernsey Holding Limited

26,904

16,931

Total other receivables and prepayments

50,926

21,685

The intercompany balance was provided to cover administration and company secretarial operating expenses, paid by the Company on behalf of EFR Guernsey Holding Limited, for the period from 22 August 2016 to 31 March 2018 (30 September 2017: period from 22 August 2016 to 30 September 2017). The Directors believe that these balances are fully recoverable.

 

6. Financial assets designated at fair value through profit or loss

31 March

2018

(Unaudited)

30 September

2017

(Audited)

£

£

Financial assets designated at fair value through profit or loss

17,220,062

15,802,184

As at 31 March 2018, the Company held 100% of the issued share capital of EFR Guernsey Holding Limited (referred to as the "EFR Guernsey equity interest"), one debt security and a number of equity investments in companies. The fair value of the EFR Guernsey equity interest is based primarily on the share price of Lonestar.

 

Fair value hierarchy

IFRS 13 requires an analysis of investments valued at fair value based on the reliability and significance of information used to measure their fair value. The Company categorises its financial assets according to the fair value hierarchy detailed in IFRS 13 which reflects the significance of the inputs used in determining their fair values:

 

Level 1: Investments valued using quoted market prices, unadjusted, in active markets for identical assets are included in Level 1. As at 31 March 2018 and 30 September 2017 the Company held no Level 1 investments.

 

Level 2: Investments that are valued using observable inputs, i.e. quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs, are classified as Level 2. Level 2 investments include the Company's investment, via EFR Guernsey Holding Limited, in Lonestar.

 

Level 3: Investments classified as Level 3 have unobservable inputs and these include the Company's unquoted investments (equity, equity-related and debt instruments of unquoted companies). Level 3 investments include Eastern Australia Irrigation Ltd, TRF Feeder Fund (Cayman) LP, TRF LLC, Bluewater Bio Holdings Ltd (held at nil value), Energy Future Holdings (equity and bond; held at nil value), Oro Negro (equity; held at nil value) and the WoodFuels investment (held at nil value). These types of securities are generally subject to higher valuation uncertainties and liquidity risks than securities listed or traded on a regulated market.

 

Level 3 fair values are determined by the Directors using valuation methodologies in accordance with the IPEV Guidelines and as detailed in note 2.4. Significant inputs include investment cost, the value of the most recent capital raising, and the adjusted net asset value of funds. The carrying values and the methodologies for their calculation are reviewed regularly by the Board, in conjunction with the Investment Manager, and approved by the Board in the Board meetings.

 

Level 1

(Unaudited)

Level 2

(Unaudited)

Level 3

(Unaudited)

31 March

2018

Total

(Unaudited)

£

£

£

£

Debt instruments

-

-

-

-

Equity instruments

-

10,085,982

7,134,080

17,220,062

Total financial assets designated at fair value through profit or loss

-

10,085,982

7,134,080

17,220,062

 

Level 1

(Audited)

Level 2

(Audited)

Level 3

(Audited)

30 September

2017

Total

(Audited)

£

£

£

£

Debt instruments

-

-

-

-

Equity instruments

-

8,113,517

7,688,667

15,802,184

Total financial assets designated at fair value through profit or loss

-

8,113,517

7,688,667

15,802,184

 

Financial assets designated at fair value through profit or loss reconciliation

The following table shows a reconciliation of all movements in the fair value of financial assets categorised within Level 1 to 3 between the beginning and the end of the reporting period.

 

During the six months ended 31 March 2018, there were no reclassifications between levels of the fair value hierarchy.

Level 1

(Unaudited)

Level 2

(Unaudited)

Level 3

(Unaudited)

Total

(Unaudited)

£

£

£

£

Opening valuation on 1 October 2017

-

8,113,517

7,688,667

15,802,184

Movements in the period:

Sales - proceeds during the period

-

-

-

-

Realised gain/(loss) on financial assets designated at fair value through profit or loss

 

-

 

-

 

-

 

-

Unrealised gain/(loss) on financial assets designated at fair value through profit or loss

 

-

 

1,972,465

 

(554,587)

 

1,417,878

Closing valuation on 31 March 2018

-

10,085,982

7,134,080

17,220,062

Total unrealised gain/(loss) on financial assets for the period ended 31 March 2018

 

-

 

1,972,465

 

(554,587)

 

1,417,878

 

During the period ended 30 September 2017, there were no reclassifications between levels of the fair value hierarchy.

Level 1

(Audited)

Level 2

(Audited)

Level 3

(Audited)

Total

(Audited)

£

£

£

£

Opening valuation on 28 June 2016

-

-

-

-

Movements in the period:

Transfers during the period from EWPO Scheme of Reconstruction

409,861

35,520,648

10,140,686

46,071,195

Sales - proceeds during the period

(514,646)

(1,200,000)

(2,552,251)

(4,266,897)

Realised gain on financial assets designated at fair value through profit or loss

104,785

210,000

35,674

350,459

Unrealised gain/(loss) on financial assets designated at fair value through profit or loss

-

(26,417,131)

64,558

(26,352,573)

Closing valuation on 30 September 2017

-

8,113,517

7,688,667

15,802,184

Total unrealised gain / (loss) on financial assets for the period ended 30 September 2017

-

(26,417,131)

64,558

(26,352,573)

 

Sensitivity of Level 3 holdings to unobservable inputs

At 31 March 2018, the Company's Level 3 investments accounted for 36.5% (30 September 2017: 42.3%) of its net assets. Investments accounting for a majority of these Level 3 assets were in funds managed by a third-party manager which values the funds at an independent expert's estimate of fair value. The Directors value these investments at net asset value, adjusted as necessary to recognise the illiquidity of the investments and any expected costs associated with their sale. Direct investments in the equity of unquoted companies accounted for a minority of these Level 3 assets at 31 March 2018 and 30 September 2017. The Directors valued these investments according to the valuation methodology outlined in note 2.4.

 

The Directors may consider adjustments to these valuations. The range of possible adjustments could be large, depending on the circumstances. The Directors would consider the recommendation of the Investment Manager. The valuation methodologies applied for the Level 3 assets are based on independent experts' and Directors' assessments of fair value, indicative bids for the investments, and last transactions in the equity or comparable equity. The unobservable inputs used are discounts applied for illiquidity which range from 0% to 100%. For the purposes of sensitivity analysis, a 25 percentage point adjustment in the discount for the Level 3 assets could be considered reasonable. A 25 percentage point adjustment in the discount for the Level 3 assets would result in a movement, up or down, in the Company's net assets of 9.1% (30 September 2017: 10.6%).

 

Please refer to note 2.4 for detail regarding valuation methodologies used.

 

EFR Guernsey Holding Limited equity interest

The Company holds a 100% equity interest in EFR Guernsey Holding Limited, a company incorporated in Guernsey on the 21 June 2016, which holds an equity investment in Lonestar. Ordinary shares in EFR Guernsey Holding Limited have no par value and are redeemable. The Board does not expect that EFR Guernsey Holding Limited will pay significant, or any, dividends although it reserves the right to do so.

 

As at 31 March 2018 and 30 September 2017, given that the Company had a less than 20% economic interest in the ordinary equity of Lonestar, less than 20% of the votes that can be cast in a general meeting, and controlled only two of Lonestar's ten member board, the Directors determined that EFR Guernsey Holdings Limited and the Company did not have significant influence over Lonestar's strategic, operating and financial policies.

 

As at 31 March 2018, EFR Guernsey Holding Limited held 4,174,259 shares in Lonestar. Lonestar operates in the United States and constitutes 51.7% (30 September 2017: 44.6%) of the Company's net assets (included as a Level 2 asset in the table above).

 

The Lonestar investment is valued in the Company's NAV and financial statements at its trailing five-day volume weighted average share price as reported to the NASDAQ Exchange, adjusted as necessary for any expected costs associated with its sale and for factors likely to affect the amount that could be realised including the size of the holding relative to observable liquidity.

 

7. Other payables

31 March

2018

30 September

2017

£

£

Audit fees

22,438

45,000

Printing fees

27,325

20,278

Directors' fees

18,750

18,750

Sundry other payables

33,832

5,735

Broker fees

12,500

12,500

Administration fees

17,523

17,523

Registrar fees

4,564

4,424

Company Secretarial fees

11,116

6,949

Custody fees

1,666

1,666

Total other payables

149,714

132,825

 

8. Provision

The Company's net assets at 30 September 2016 included a provision of £1,244,779, further to EWPO's Scheme of Reconstruction. This provision was made up of £732,092 in relation to a future funding commitment and £512,687 in relation to forward looking operating costs. During the period ended 30 September 2017, the future funding commitment provision of £732,092 in relation to one investment was reversed due to changes in conditions. In addition the provision for forward looking costs increased by £279,630, from £512,687 to £792,317, as the forward looking period was extended from six months to the expected remaining life of the Company. These changes were recognised in the Statement of Comprehensive Income during the period ended 30 September 2017.

 

During the six months ended 31 March 2018, the provision for forward looking costs was reduced by £333,044, from £792,317 to £459,273, to reflect the shorter expected remaining life of the Company. This change in the provision, including an unrealised foreign exchange gain of £3,408, was recognised in the Condensed Interim Statement of Comprehensive Income during the period ended 31 March 2018.

 

The provision as at 31 March 2018 may differ from the actual amount incurred on ultimate wind-up of the Company.

 

9. Share capital

 

Authorised

The authorised share capital of the Company is represented by an unlimited number of redeemable Ordinary Shares at no par value.

 

Allotted, called up and fully-paid

 

Ordinary Shares

Number of

shares

Share

capital

£

Total issued share capital

as at 1 October 2017

 

44,977,609

 

40,420,947

Total issued share capital

as at 31 March 2018

 

44,977,609

 

40,420,947

 

 

Ordinary Shares

Number of

shares

Share

capital

£

Total issued share capital

as at 28 June 2016

 

-

 

-

Ordinary Shares issued during the period

52,473,634

47,184,416

Ordinary Share issue costs

-

(26,885)

Ordinary Shares redeemed during the period

(7,496,025)

(6,736,584)

Total issued share capital

as at 30 September 2017

 

44,977,609

 

40,420,947

 

Ordinary Shares

On incorporation, the Company issued one Ordinary Share at a price of £1 to Ecofin Limited. On 22 September 2016, the Company, pursuant to the Scheme of Reconstruction under section 110 of the Insolvency Act 1986 (as amended) of EWPO, issued a further 52,473,633 Ordinary Shares at a price of £0.8992 per Ordinary Share, equivalent to gross proceeds of £47,184,416 (net proceeds of £47,157,531). The costs and expenses of the initial placing of Ordinary Shares attributable to the Company pursuant to the Scheme of Reconstruction were paid for by EWPO, with the exception of listing fees of £26,885 which were paid for by the Company. On 23 September 2016, the Company redeemed the one Ordinary Share that was issued to Ecofin Limited for a consideration of £1. The newly issued 52,473,633 Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange with effect from 26 September 2016. On 15 September 2017, 7,496,024 Ordinary Shares were redeemed at a price of 40.07p per Ordinary Share (after allowing for costs of redemption of £9,000). Further detail on the Compulsory redemption mechanism is provided below. As at 31 March 2018, the Company had 44,977,609 Ordinary Shares in issue (30 September 2017: 44,977,609 Ordinary Shares).

 

Each holder of Ordinary Shares has equal rights and is entitled to attend and vote at all general meetings that are held by the Company. Each holder is also entitled to receive payment of a dividend should the Company declare such a dividend payment. Any dividends payable by the Company will be distributed to the holders of the Company's Ordinary Shares, and on the winding-up of the Company or other return of capital (other than by way of a repurchase or redemption of shares in accordance with the provisions of the amended and restated Articles of Incorporation (the "Articles") and the Companies Law), the Company's surplus assets, after payment of all creditors, will be distributed among the holders of the Ordinary Shares.

 

Although it is not expected that the Company will receive any income during the realisation period, to the extent that it does receive income, the Board intends to distribute to Shareholders all of the income received by the Company, net of reasonable expenses, during the realisation period (subject to compliance with the Companies Law). The Board intends to consider with its advisers the most efficient method of returning capital to Shareholders during the realisation period as the Company investment portfolio is realised, including the compulsory redemption mechanism as detailed below.

 

No dividends have been declared or paid during the period.

 

Compulsory redemption mechanism

The Articles provide that the Company may make compulsory redemptions of Ordinary Shares, with the timing and size of such redemptions being determined at the sole discretion of the Directors, reflecting the available cash at the relevant time, subject to any retention made for working capital. Shares are redeemed from all Shareholders pro rata to their existing holdings of Ordinary Shares on the relevant record date for any given redemption, being a date chosen at the Directors' absolute discretion, to be in the best interests of Shareholders as a whole (the "Redemption Date").

 

No compulsory redemptions were made during the six months ended 31 March 2018 (30 September 2017: 7,496,024 Ordinary Shares were redeemed, returning £3.0 million to Shareholders).

 

Liquidation resolution

Subject to any extension of the life of the Company granted by an extraordinary resolution (described below), the Directors shall convene a general meeting as soon as reasonably practicable after the realisation of all of the realisable investments held by the Company, and in any event no later than the second anniversary of Admission (being 26 September 2018 or such later date as determined in accordance with the Articles). At such general meeting, the Directors shall propose an ordinary resolution that the Company should be voluntarily wound up (the "Liquidation Resolution").

 

With effect from the passing of the Liquidation Resolution, a liquidator will be appointed and the Company shall cease to carry on business except in so far as may be expedient for the beneficial winding up the Company.

 

At any time prior to the Liquidation Resolution being proposed, the Company may by extraordinary resolution extend the deadline for proposing such liquidation for a period of one year, and thereafter may extend such deadline for additional periods of one year in each case by a further extraordinary resolution.

 

10. Basic and diluted earnings per Ordinary Share

Six months

ended

31 March

2018

(Unaudited)

For the period

from

28 June 2016 to

31 March 2017

(Unaudited)

£

£

Total comprehensive profit/(loss) for the period

1,330,044

(20,107,361)

Weighted average number of Ordinary Shares during the period

44,977,609

36,182,180

Basic and diluted earnings per Ordinary Share

0.0296

(0.5557)

No Ordinary Shares were issued or redeemed during the six months ended 31 March 2018.

 

The weighted average number of Ordinary Shares during the period from 28 June 2016 to 31 March 2017 is calculated on the basis that one Ordinary Share was in issue during the period from incorporation to 21 September 2016, 52,473,634 Ordinary Shares were in issue on the 22 September 2016, and 52,473,633 Ordinary Shares were in issue during the period from 23 September 2016 to 31 March 2017.

 

11. Net asset value per share

 

 

31 March

2018

30 September

2017

 

£

(Unaudited)

£

(Audited)

 

Net asset value

19,522,742

18,192,698

 

Number of Ordinary Shares at period end

44,977,609

44,977,609

 

Net asset value per Ordinary Share

0.4341

0.4045

 

12. Reconciliation of NAV to published NAV

 

31 March

 2018

30 September

2017

NAV per Ordinary Share

(Unaudited)

NAV per Ordinary Share

(Audited)

£

£

Published NAV per Ordinary Share

0.4341

0.3936

Reversal of provision relating to future funding commitment

-

0.0109

NAV attributable to Shareholders

0.4341

0.4045

13. Related party disclosure

The Investment Manager is deemed a related party. Please refer to note 3 for further detail. No performance fee was payable to the Investment Manager as at 31 March 2018 (30 September 2017: £nil).

 

The Directors of the Company are related parties and entitled to remuneration for their services (please refer to note 4). Martin Nègre was a director of EWPO until September 2016 and is currently a non-executive director of funds managed by the Investment Manager. 

 

EFR Guernsey Holding Limited is deemed a related party. As at 31 March 2018, EFR Guernsey Holding Limited owed £26,904 (30 September 2017: £16,931) to the Company. Martin Nègre is a director of EFR Guernsey Holding Limited and has waived his directorship fees.

 

14. Events after the reporting date

There were no events which occurred subsequent to the period end until the date of approval of the unaudited condensed interim financial statements which would have a material impact on the unaudited condensed interim financial statements of the Company as at 31 March 2018, except as set out below:

 

During the period 31 March 2018 to 6 June 2018, the NAV per share rose by 46.6% from 43.41p to 63.64p as a result of an increase in the fair value of Lonestar predominantly and beneficial movements in foreign currency translation.

 

15. Controlling party

In the Directors' opinion, the Company has no ultimate controlling party.

 

 

 

Company information

 

Board Members

Legal Advisers to the Company

Martin Nègre (Chairman)

(as to Guernsey law)

Robert Sinclair (Chairman of the Audit Committee)

Nick Tostevin (Chairman of the Management Engagement Committee)

 

All Directors were appointed on the 28 June 2016 with the exception of Martin Nègre who was appointed on the 20 July 2016.

Carey Olsen

P.O. Box 98

Carey House

Les Banques

St Peter Port

Guernsey

GY1 4BZ

Registered Office

Custodian

BNP Paribas House

St Julian's Avenue

BNP Paribas Securities Services S.C.A., Guernsey Branch

St Peter Port

Guernsey

GY1 1WA

 

 

BNP Paribas House

St Julian's Avenue

St Peter Port

Guernsey

GY1 1WA

Registrar

Independent Auditor

Link Market Services (Guernsey) Limited (formerly Capita Registrars (Guernsey) Limited)

Mont Crevelt House

Bulwer Avenue

St Sampson

Guernsey

GY2 4LH

Ernst & Young LLP

Royal Chambers

St Julian's Avenue

St Peter Port

Guernsey

GY1 4AF

Administrator and Company Secretary

Investment Manager

BNP Paribas Securities Services S.C.A., Guernsey Branch

Ecofin Limited

Burdett House

BNP Paribas House

St Julian's Avenue

St Peter Port

Guernsey

GY1 1WA

 

15 Buckingham Street

London

WC2N 6DU

 

 

BNP Paribas Securities Services S.C.A. Guernsey Branch is regulated by the Guernsey Financial Services Commission.

Ecofin Limited is regulated by the Financial Conduct Authority and the Securities and Exchange Commission.

Financial Adviser

UK Transfer Agent

Winterflood Securities Limited

The Atrium Building

Link Asset Services (formerly Capita Registrars Limited (formerly trading as Capita Asset Services)

Cannon Bridge House

25 Dowgate Hill

London

EC4R 2GA

The Registry

34 Beckenham Road

Beckenham

Kent

BR3 4TU

Legal Advisers to the Company

(as to English law)

Norton Rose Fulbright LLP

3 More London Riverside

London

SE1 2AQ

 

 

 

Enquiries:

BNP Paribas Securities Services S.C.A., Guernsey Branch 01481 750822

Company Secretary

Sarah Hendry

 

A copy of the Company's Interim Financial Report will be posted to the shareholders of the Company. Copies are also available from the Company Secretary, BNP Paribas Securities Services S.C.A., Guernsey Branch at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA, or on the Investment Manager's website www.ecofin.co.uk. 

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
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