31st Mar 2010 11:13
31 March 2010
Tejoori Limited
Interim results for the period ended 31 December 2009
Tejoori Limited ("Tejoori" or the "Company"), the Dubai-based AIM quoted investment company established to invest in Shari'a compliant businesses, announces its results for the six months ended 31 December 2009.
Chairman's statement
Background
Tejoori was incorporated in The British Virgin Islands in September 2005 and listed on AIM in March 2006. These results reflect the six month period from 1 July 2009 to 31 December 2009.
In the six month period ended 31 December 2009, Tejoori recorded losses before tax of US$ 14.9 million or US$ 0.541 per share. The Board has adopted a conservative methodology to value our real estate investment in Dubai, which has resulted in the Company recognizing an impairment loss of US$ 11.5 million in the period under review. Once again, we were conservative by providing a provision for our receivables particularly the receivable amount of US$ 3.1 million due to us from selling one of the plots in Dubai. As at 31 December 2009 the net asset value was US$ 17.3 million or US$ 0.62 per share and available cash and cash equivalents stood at US$ 6.3 million or US$ 0.22 per share.
Board and senior management
During the period under review, Tejoori announced the appointment of a new Chief Investment Officer to the senior management team of the Company who will be responsible for advising on investments made by the Company.
We are also delighted to have announced on 17 March 2010 the appointment of Mr. Khalid Al Nasser as Tejoori's new chairman replacing Mr. Mahmood Al Mahmood who has stepped down from the board of Tejoori to concentrate on a bigger challenge in Abu Dhabi. We would like to thank Mr. Mahmood Al Mahmood for his valuable input while on the board of Tejoori and wish him the best for the future.
Strategy and investments
The Board of Tejoori remain confident about the future prospects of the Company. The investment with the most potential, in the Board's view, is the renewable energy company in Germany (BEKON). However, the Board is also reviewing opportunities to widen its portfolio of interests to achieve a suitable portfolio given the current global economic conditions. The Board continue to believe in the long term prospects of traditional investments such as real estate, alternative investments such as environmental technologies and treasury investments for management of cash.
No new long term investments were made in the period by Tejoori and the Board continues to concentrate on its existing portfolio as it continues to mature. Tejoori's portfolio only contains, and the Board will only consider, investments in businesses proactively seeking to make a positive contribution to society, the environment and the world around us.
In December 2009 the Board updated its investment strategy in accordance with the revised AIM Rules for Investing Companies and the Board hopes that their revised strategy will assist the Company on capitalising on current opportunities, particularly in relation to distressed valuation of assets.
Our future looks promising as our initial investments mature and as our evolving strategic focus ensures we are well equipped to build on this set of results.
Khalid Al Nasser
Chairman of the Board
Tejoori Limited
Enquiries:
Tejoori Limited +971 (4) 306 9600
Ilke Toklu
Murad A. Hussein, Dubai
Allenby Capital Limited +44 (0)20 3328 5656
Nick Athanas
James Reeve
Balance sheet
|
|
Note |
31 December 2009 |
30 June 2009 |
|
|
|
USD |
USD |
|
ASSETS |
|
|
|
|
Cash and cash equivalents |
3 |
6,324,357 |
7,926,730 |
|
Available-for-sale investment |
4 |
8,019,715 |
7,570,187 |
|
Trade and other receivables |
5 |
141,842 |
3,251,258 |
|
Advance towards acquisition of investment property |
6 |
4,386,058 |
15,934,306 |
|
Property and equipment |
7 |
7,253 |
12,032 |
|
|
|
--------------------- |
--------------------- |
|
Total assets |
|
18,879,225 |
34,694,513 |
|
|
|
========== |
========== |
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
Liabilities |
|
|
|
|
Due to shareholders |
8 |
877,200 |
1,754,400 |
|
Trade and other payables |
9 |
621,925 |
575,924 |
|
|
|
------------------- |
------------------- |
|
Total liabilities |
|
1,499,125 |
2,330,324 |
|
|
|
-------------------- |
-------------------- |
|
Equity |
|
|
|
|
Share capital |
10 |
277,089 |
277,089 |
|
Share premium |
11 |
41,286,207 |
41,286,207 |
|
Share warrants reserve |
10 |
1,370,000 |
1,370,000 |
|
Accumulated losses |
|
(25,553,196) |
(10,569,107) |
|
|
|
-------------------- |
-------------------- |
|
Total equity |
|
17,380,100 |
32,364,189 |
|
|
|
-------------------- |
-------------------- |
|
|
|
|
|
|
Total liabilities and equity |
|
18,879,225 |
34,694,513 |
|
|
|
========== |
========== |
Statement of comprehensive income
|
|
|
Six months ended 31 December |
|
|
|
|
2009 |
2008 |
|
|
Note |
USD |
USD |
|
Income |
|
|
|
|
Gain from sale of interest in investment property |
6 |
- |
1,589,276 |
|
Return on Islamic Investment |
|
182,834 |
|
|
Other income |
|
17,850 |
- |
|
|
|
--------------- |
------------------ |
|
Total income |
|
200,684 |
1,589,276 |
|
|
|
|
|
|
Expenses |
|
|
|
|
Administrative and operating expenses |
12 |
(3,636,525) |
(990,641) |
|
Impairment on advance towards acquisition of investment property |
|
(11,548,248) |
- |
|
Exchange loss |
|
- |
(213,926) |
|
|
|
--------------------- |
------------------ |
|
(Loss)/profit for the period |
|
(14,984,089) |
384,709 |
|
|
|
|
|
|
Other comprehensive income for the year |
|
- |
- |
|
|
|
--------------------- |
--------------------- |
|
Total comprehensive (loss)/income for the period |
|
(14,984,089) |
384,709 |
|
|
|
========== |
========= |
|
|
|
|
|
|
|
|
|
|
|
(Loss)/earnings per share- basic |
13 |
(0.541) |
0.014 |
|
(Loss)/earnings per share - diluted |
13 |
(0.492) |
0.013 |
|
|
|
======= |
====== |
Statement of changes in equity
|
|
|
Share capital |
Share premium |
Share warrants reserve |
Accumulated losses |
Total |
|
|
|
USD |
USD |
USD |
USD |
USD |
|
At 1 July 2008 |
|
277,089 |
41,286,207 |
1,370,000 |
(2,067,208) |
40,866,088 |
|
Total comprehensive income for the period |
|
- |
- |
- |
384,709 |
384,709 |
|
|
|
-------------- |
------------------- |
----------------- |
------------------- |
------------------- |
|
At 31 December 2008 |
|
277,089 |
41,286,207 |
1,370,000 |
(1,682,499) |
41,250,797 |
|
|
|
======== |
========== |
========= |
========== |
========== |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2009 |
|
277,089 |
41,286,207 |
1,370,000 |
(10,569,107) |
32,364,189 |
|
Total comprehensive loss for the period |
|
- |
- |
- |
(14,984,089) |
(14,984,089) |
|
|
|
-------------- |
------------------- |
----------------- |
------------------- |
-------------------- |
|
At 31 December 2009 |
|
277,089 |
41,286,207 |
1,370,000 |
(25,553,196) |
17,380,100 |
|
|
|
======== |
========== |
========= |
============= |
========== |
Statement of cash flows
|
|
|
Six months ended 31 December |
|
|
|
|
2009 |
2008 |
|
|
Note |
USD |
USD |
|
Cash flows from Operating activities |
|
|
|
|
Profit/(loss) for the period |
|
(14,984,089) |
384,709 |
|
Adjustments for: |
|
|
|
|
Depreciation |
7 |
4,779 |
7,512 |
|
Impairment of Advance towards acquisition of investment property |
|
11,548,248 |
- |
|
Impairment loss on trade and other receivables |
|
3,105,044 |
- |
|
|
|
--------------------------- |
--------------------------- |
|
Operating cash flows before changes in working capital |
|
326,018 |
392,221 |
|
Changes in working capital: |
|
|
|
|
Advance towards acquisition of investment property |
6 |
- |
11,043,467 |
|
Trade and other receivables |
5 |
4,372 |
(2,884,450) |
|
Trade and other payables |
9 |
46,001 |
17,443 |
|
|
|
------------------------ |
------------------------ |
|
Net cash (used in)/generated from operating activities |
|
(275,645) |
8,568,681 |
|
|
|
------------------------ |
------------------------ |
|
Cash flows from Investing activities |
|
|
|
|
Investment in Bekon |
4 |
(449,528) |
- |
|
|
|
------------------------ |
------------------------ |
|
Cash flows from Investing activities |
|
|
|
|
Payment made to shareholders |
8 |
(877,200) |
- |
|
|
|
------------------------ |
------------------------ |
|
Net (decrease)/increase in cash and cash equivalents |
|
(1,602,373) |
8,568,681 |
|
Cash and cash equivalents, beginning of the period |
|
7,926,730 |
162,168 |
|
|
|
------------------------ |
------------------------ |
|
Cash and cash equivalents, end of the period |
3 |
6,324,357 |
8,730,849 |
|
|
|
========= |
======== |
Notes to the condensed interim financial information for the six months ended 31 December 2009
1 Establishment and principal activities
Tejoori Limited("the company") is a self-managed closed-ended investment company incorporated and domiciled in the British Virgin Islands. The registered address of the company is PO Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands.
The principal activity of the company is that of an investment company which invests in Shari'a compliant ventures worldwide.
2 Significant accounting policies
The interim condensed financial information is prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting". The interim condensed financial information is prepared under the historical cost convention as modified by the revaluation of available-for-sale financial assets.
The accounting policies applied in the preparation of the interim condensed financial information are consistent with those applied in the annual financial statements for the year ended 30 June 2009.
Costs that occur unevenly during the financial year are anticipated or deferred in the interim condensed financial information only if it would also be appropriate to anticipate or defer such costs at the end of the financial year.
The interim condensed financial information should be read in conjunction with the year ended 30 June 2009 financial statements.
Standard, amendments and interpretations to published standards that are effective for accounting period beginning on or after 1 January 2009
The following new standard, amendments and interpretations to existing standards have been published and are effective for accounting periods beginning on or after 1 January 2009.
- IAS 1 (revised), 'Presentation of financial statements' (effective for annual periods commencing 1 January 2009).
- IAS 16 (amendment), 'Property, plant and equipment' (effective for annual periods commencing 1 January 2009).
- IAS 19 (amendment), 'Employee benefits' (effective for annual periods commencing 1 January 2009).
- IAS 20 (amendment), 'Accounting for government grants and disclosure of government assistance' (effective for annual periods commencing 1 January 2009).
- IAS 23 (amendment), 'Borrowing costs' (effective for annual periods commencing 1 January 2009).
- IAS 28 (amendment), 'Investment in associates' (effective for annual periods commencing 1 January 2009).
Standard, amendments and interpretations to published standards that are effective for accounting period beginning on or after 1 January 2009 (continued)
- IAS 31 (amendment), 'Interest in joint ventures' (effective for annual periods commencing 1 January 2009).
- IAS 32 (amendment), 'Financial instruments: presentation', and consequential amendments to IAS 1, 'Presentation of financial statements' (effective for annual periods commencing 1 January 2009).
- IAS 36 (amendment), 'Impairment of assets' (effective for annual periods commencing 1 January 2009).
- IAS 38 (amendment), 'Intangible assets' (effective for annual periods commencing 1 January 2009).
- IAS 39 (amendment), 'Financial instruments: Recognition and measurement' (effective for annual periods commencing 1 January 2009).
- IAS 40 (amendment), 'Investment property' (effective for annual periods commencing 1 January 2009).
- IAS 41 (amendment), 'Agriculture' (effective for annual periods commencing 1 January 2009).
- IFRS 1 (amendment) 'First time adoption of IFRS', and IAS 27 'Consolidated and separate financial statements' (effective for annual periods commencing 1 January 2009).
- IFRS 2 (amendment) 'Share-based payment' (effective for annual periods commencing 1 January 2009).
- IFRS 8 - 'Operating segments' (effective for annual periods commencing 1 January 2009).
- IFRS 5 (amendment), 'Non-current assets held for sale and discontinued operations' (effective for annual periods commencing 1 July 2009).
- IFRIC 13, 'Customer loyalty programmes' (effective for annual periods commencing 1 July 2008).
- IFRIC 16, 'Hedges of a net investment in a foreign operation' (effective for annual periods commencing 1 October 2008).
- IFRIC 15, 'Agreements for construction of real estates' (effective for annual periods commencing 1 January 2009).
- IFRIC 17, 'Distributions of non-cash assets to owners' (effective for annual periods commencing 1 July 2009).
- IFRIC 18, 'Transfers of assets from customers' (effective 1 July 2009)
Management has assessed the impact of the above standard, amendments and interpretations to published standards on the company's financial statements and has concluded that they are not relevant to the company's interim financial information, except for the amendment to IAS 1, which will affect the presentation of the statement of changes in equity and the statement of comprehensive income. The amendment to IAS 1 does not impact the recognition, measurement or disclosure of specific transactions and other events required by other IFRS. The application of the amendment to IAS 1 has been adopted in the preparation of this condensed interim financial information.
3 Cash and cash equivalents
|
|
31 December 2009 |
30 June 2009 |
|
|
USD |
USD |
|
|
|
|
|
Cash at bank |
6,324,122 |
1,142,234 |
|
Cash in hand |
235 |
235 |
|
Investment in Murabaha deposits |
- |
6,784,261 |
|
|
--------------------- |
---------------------- |
|
|
6,324,357 |
7,926,730 |
|
|
========= |
========= |
Cash at bank and in hand are placed with reputable banks based in the United Arab Emirates.
4 Available-for-sale investment
The available-for-sale investment at 31 December 2009 represents an unquoted investment in the BEKON Group. During the year ended 30 June 2007, the company entered into an agreement to invest up to EUR 6 million to acquire a 16.7% equity interest in the BEKON Group, the holding company of a group focused on the development, construction, marketing and operation of biogas, energy and waste treatment plants. In accordance with the agreement, the company was to inject up to EUR 3 million to buy-out an existing shareholder and inject an additional EUR 3 million in equity to meet the global expansion and working capital needs of the BEKON Group.
The company's investment in BEKON Group is carried at its cost of USD 8,019,715 (30 June 2009: USD 7,570,187) since it is impracticable to reliably assess its fair value.
During the period ended 31 December 2009, the company had inject EUR 300,000 (USD 449,528) in respect of this investment.
5 Trade and other receivables
|
|
31 December 2009 |
30 June 2009 |
|
|
USD |
USD |
|
|
|
|
|
Prepayments |
130,762 |
58,010 |
|
Advances and deposits |
2,722 |
1,365 |
|
Advance to Martin Hage |
- |
1,685,592 |
|
Other receivables |
3,113,402 |
3,191,883 |
|
|
--------------------- |
--------------------- |
|
|
3,246,886 |
4,936,850 |
|
Impairment of advance to Martin Hage |
- |
(1,685,592) |
|
Impairment of other receivable |
(3,105,044) |
- |
|
|
--------------------- |
--------------------- |
|
|
141,842 |
3,251,258 |
|
|
========= |
========= |
6 Advance towards acquisition of investment property
On 17 December 2006, the company and Omniyat Group closed the Musharaka agreement with the company acquiring a 25% equity stake in Omniyat Properties Eleven Limited, a British Virgin Islands Company. On 10 June 2007, the shareholders of Omniyat Properties Eleven Limited entered into a dissolution agreement in which it was agreed and acknowledged that the company surrenders its shareholding in Omniyat Properties Eleven Limited in exchange for three plots of land with an aggregate fair value of USD 86,651,520. The advance towards acquisition of investment property at 31 December 2009 represents the deposit and premium paid on these plots of land. The commitment outstanding at 31 December 2009 relating to the acquisition of these plots of land is USD 36 million (30 June 2009: USD 36 million). On 26 October 2008, the Company entered into a contract to sell one of the plots. The plot was sold for USD 12,632,743, resulting in a gain of USD 1,589,276.
An impairment loss of USD 11,548,247 has been recorded on the carrying value of USD15,934,306 as at 30 June 2009.
7 Property and equipment
|
|
Furniture and fixtures |
Office equipment |
Computers |
Total |
|
|
USD |
USD |
USD |
USD |
|
Cost |
|
|
|
|
|
At 1 July 2008 |
10,788 |
17,008 |
25,864 |
53,660 |
|
|
--------------- |
-------------- |
-------------- |
--------------- |
|
At 30 June 2008 and 31 December 2008 |
10,788 |
17,008 |
25,864 |
53,660 |
|
|
--------------- |
-------------- |
-------------- |
--------------- |
|
Depreciation |
|
|
|
|
|
At 1 July 2008 |
4,145 |
6,750 |
15,709 |
26,604 |
|
Charge for the year |
2,172 |
4,260 |
8,592 |
15,024 |
|
|
------------ |
------------ |
------------- |
-------------- |
|
At 30 June 2009 |
6,317 |
11,010 |
24,301 |
41,628 |
|
Charge for the period |
1,086 |
2,130 |
1,563 |
4,779 |
|
|
------------ |
-------------- |
-------------- |
--------------- |
|
At 31 December 2009 |
7,403 |
13,140 |
25,864 |
46,407 |
|
|
------------- |
------------- |
-------------- |
--------------- |
|
Net book amount |
|
|
|
|
|
31 December 2009 |
3,385 |
3,868 |
- |
7,253 |
|
|
===== |
====== |
====== |
====== |
|
30 June 2009 |
4,471 |
5,998 |
1,563 |
12,032 |
|
|
===== |
====== |
====== |
====== |
8 Due to shareholders
|
|
31 December 2009 |
30 June 2009 |
|
|
USD |
USD |
|
|
|
|
|
Funds due to shareholders |
877,200 |
1,754,400 |
|
|
========= |
========= |
In accordance with the company's placement document, the shareholding of individual investors cannot exceed eight percent of the issued and fully paid share capital. Funds received from shareholders in excess of eight percent limit are refundable to the investors unless the company is able to secure additional capital from the other shareholders.
Company has repaid the amount to shareholders amounting to US$ 877,200 during the period ended December 31, 2009.
9 Trade and other payables
|
|
31 December 2009 |
30 June 2009 |
|
|
USD |
USD |
|
|
|
|
|
Trade payables |
98,090 |
32,252 |
|
Employees' end of service benefits |
12,830 |
9,324 |
|
Directors' remuneration (Note 15) |
268,500 |
295,500 |
|
Other payables |
242,505 |
238,848 |
|
|
-------------------- |
--------------------- |
|
|
621,925 |
575,924 |
|
|
======== |
========= |
10 Share capital
The authorised share capital of the company comprises 1 billion shares of USD 0.01 each (30 June 2009: 1 billion shares of USD 0.01 each).
The issued and fully paid share capital of the company comprises 27,708,864 shares of USD 0.01 each (30 June 2009: 27,708,864 shares of USD 0.01 each).
Share warrants
On 16 September 2006, the company granted share warrants to employees, directors and a company that provide services to the company. The exercise price of the granted warrants is USD 1. The options should be exercised on or before the date falling five years from the grant date. The company has no legal or constructive obligation to repurchase or settle the share warrants in cash.
No share warrants were issued and exercised during the period under review and the number of share warrants outstanding at 31 December 2009 is 2,740,000 (30 June 2009: 2,740,000). The fair value of the share warrants on grant date was based on the fair value of the company's shares of about USD 1.50 per share on that date.
11 Share premium
Share premium represents amounts received from shareholders in excess of the nominal value of the shares allotted to them.
12 Administrative and operating expenses
|
|
Six months ended 31 December |
|
|
|
2009 |
2008 |
|
|
USD |
USD |
|
|
|
|
|
Administration fees |
131,818 |
668,741 |
|
Salaries and benefits |
105,988 |
70,300 |
|
Legal and professional fees |
262,648 |
168,162 |
|
Employees' end of service benefits |
3,506 |
2,951 |
|
Directors' remuneration and fees |
20,000 |
72,000 |
|
Depreciation |
4,779 |
7,512 |
|
Impairment on traded and other receivables (Note 5) |
3,105,044 |
- |
|
Others |
2,742 |
975 |
|
|
-------------------- |
--------------------- |
|
|
3,636,525 |
990,641 |
|
|
========= |
========= |
13 Earnings per share
The basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue during the period.
|
|
31 December 2009 |
31 December 2008 |
|
Basic |
|
|
|
|
|
|
|
Net (loss)/profit for the period in USD |
(14,984,089) |
384,709 |
|
|
========== |
======== |
|
|
|
|
|
Weighted average number of shares in issue |
27,708,864 |
27,708,864 |
|
|
|
|
|
Basic (loss)/earnings per share in USD |
(0.541) |
0.014 |
|
|
========= |
======== |
Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The company has one category of dilutive potential ordinary shares: share warrants. For the share options, a calculation is made in order to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the company's shares) based on the monetary value of the subscription rights attached to outstanding share warrants. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share warrants.
|
|
31 December 2009 |
31 December 2008 |
|
|
|
|
|
|
|
|
|
Net (loss)/profit for the period in USD |
(14,984,089) |
384,709 |
|
|
======== |
========= |
|
Weighted average number of shares in issue |
27,708,864 |
27,708,864 |
|
Adjustment for share warrants |
2,740,000 |
2,740,000 |
|
|
---------------------- |
---------------------- |
|
Weighted average number of shares for diluted earnings per share |
30,448,864 |
30,448,864 |
|
|
========== |
========== |
|
|
|
|
|
Diluted (loss)/earnings per share in USD |
(0.492) |
0.013 |
|
|
========== |
========== |
14 Segmental reporting
The directors are of the opinion that the company is engaged in a single segment of the business being Shari'a compliant investment business operating in a worldwide geographical area.
15 Related party transactions and balances
Related parties comprise key management, businesses controlled by shareholders and directors as well as businesses over which they exercise significant influence. During the period, the company entered into significant transactions with related parties in the ordinary course of business. The transactions and balances arising from these transactions are as follows:
|
|
Six months ended 31 December |
|
|
|
2009 |
2008 |
|
|
USD |
USD |
|
Transactions |
|
|
|
Purchase of services - McKinivan Moos Inc |
- |
- |
|
- International Holdings Group |
- |
457,029 |
|
Key management remuneration |
65,753 |
- |
|
Directors' fees and other remuneration |
20,000 |
72,000 |
|
|
======= |
======= |
|
|
31 December 2009 |
30 June 2009 |
|
|
USD |
USD |
|
Balances |
|
|
|
Due to shareholders (Note 8) |
877,200 |
1,754,400 |
|
|
======== |
======== |
|
|
|
|
|
Directors' remuneration |
268,500 |
295,500 |
|
|
======= |
======== |
|
|
|
|
Pius Jacob Sidler, a former director of the company, is a founder and partner of McKinivan Moos Inc. McKinivan Moos Inc. provided printing and marketing services, to the company. These services were provided on an arms length basis. There were no services provided by the company during the period ended 31 December 2009.
Yaqub Yousuf, a former director of the company, is the CEO of International Holdings Group (IHG), a holding company for a diverse group of business, project and investments. IHG provided support services to the company. There were no services provided by the company during the period ended 31 December 2009.
Related Shares:
Tejoori