28th Mar 2013 09:20
Tejoori Limited
("Tejoori" or the "Company")
Interim results for the six months ended 31 December 2012
Chairman's Statement
Welcome to the interim results of Tejoori Limited for the six month period ending 31 December 2012.Tejoori is a Dubai-based, Shari'a-compliant investment company.
As at 31 December 2012, the Company had cash available for investment of USD 5,066,829 (31 December 2011: USD 4,095,298).As at 31 December 2012, USD 4,924,131 of the cash available for investment was placed on short term Wakala deposits which carry a profit rate of 5 per cent. per annum.
During the period under review Tejoori generated income of USD 55,394 (six months ended 31 December 2011: USD 67,841) and a net profit of USD 10,164 (six months ended 31 December 2011: net loss of USD 35,878).
The activities of the Company during the period were as follows:
Successful Acquisition of Arjan Plots:
As announced by the Company on 17th December, 2012, Tejoori successfully settled the long standing issue regarding its investment in the Lagoons Plots development, following an agreement being entered into with Dubai Properties to consolidate the Lagoons plots into the acquisition of three plots in Arjan, a commercial and residential community, located in Dubai Land (the "Arjan Plots").
·; Status of the Arjan Plots:
The consideration already paid by Tejoori for its investment in the Lagoons plots of USD 13.62m was offset against the consideration payable by Tejoori for the acquisition of the Arjan Plots. Through this arrangement, two of the three Arjan Plots have been fully paid for and have no further consideration payable towards them. As a result we have also obtained the "title deeds" for both the plots in the name of Tejoori.
The balance due by Tejoori, being USD 1.92m, is payable by the Company over a period of 18 months in six equal instalments. Once this has been settled the title deed for the third Arjan Plot will be granted in the Company's name.
·; Tejoori's future strategy for the Arjan Plots:
The Board is reviewing various options with regards to the development of the Arjan Plots, including: for Tejoori to develop the plots itself; to sell the plots to a third party un-developed; or to undertake a joint venture with well-established real estate developers in the UAE, who can assist in the development, promotion and eventual sale of the plots on behalf of Tejoori. As detailed in the statement released after the annual general meeting on 11 February 2013, Tejoori are in discussions with a highly regarded development company for them being the Company's development partner. All the options are still under review and once finalised the outcome will be shared with our shareholders.
Outlook
Following the successful acquisition of the Arjan Plots, and the plans under consideration for their development, we expect the company to be more active in the current financial period. The Board will continue to work towards strengthening the Company's investment portfolio and delivering value to shareholders.
Khalid Al NasserChairman of Board
28-03-2013
For further information:
Tejoori Limited | Tel: +971 4 2839316 |
Abdullah Lootah, CEO | |
Allenby Capital Limited | Tel: +44 (0)203 328 5656 |
(Nominated Adviser and Broker) | |
Nick Athanas/James Reeve |
Statement of financial position
As at |
| ||||
Note | Dec 2012 | Dec 2011 | |||
USD | USD | ||||
ASSETS | |||||
Cash and bank balances | 1 | 142,698 | 4,095,298 | ||
Due from related parties | 13 | 48,059 | 74,194 | ||
Trade and other receivables | 2 | 8,259,799 | 76,450 | ||
Available-for-sale investment | 3 | 8,019,715 | 8,019,715 | ||
Other Investments | 4 | 1,916,478 | 1,372,739 | ||
Advance towards acquisition of investment property |
4 |
9,130,353 |
4,386,058 | ||
Property and equipment | 5 | 0 | 681 | ||
-------------------- | -------------------- | ||||
Total assets | 27,517,101 | 18,025,135 | |||
========== | ========== | ||||
| |||||
LIABILITIES AND EQUITY | |||||
Liabilities | |||||
Due to a shareholder | 6 | 877,200 | 877,200 | ||
Due to a related party | - | - | |||
Trade and other payables | 7 | 1,640,280 | 79,535 | ||
------------------- | ------------------- | ||||
Total liabilities | 2,517,480 | 956,735 | |||
------------------- | ------------------- | ||||
Equity | |||||
Share capital | 8 | 277,089 | 277,089 | ||
Share premium | 9 | 41,286,207 | 41,286,207 | ||
Share warrants reserve | - | 1,370,000 | |||
Accumulated losses | (16,563,675) | (25,864,896) | |||
-------------------- | -------------------- | ||||
Total equity | 24,999,621 | 17,068,400 | |||
-------------------- | -------------------- | ||||
Total liabilities and equity | 27,517,101 | 18,025,135 | |||
| ========== | ========== | |||
These financial statements were approved for issue by the Board of Directors of the company on 28 March 2013 and signed on its behalf by:
________________ ________________
Director Director
Statement of comprehensive income
For six months ended |
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Notes | Dec 2012 | Dec 2011 |
| |||
USD | USD |
| ||||
Income |
| |||||
Return on Islamic investments | 55,394 | 67,841 |
| |||
Gains from sale of interest in investment property
Provisions written back |
|
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------------------- | ------------------- |
| ||||
Total income | 55,394 | 67,841 |
| |||
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Expenses |
| |||||
Administrative and other operating expenses | 10 | (45,230) | (103,719) |
| ||
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---------------------- | ---------------------- |
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Profit/(loss) for the period under review | 10,164 | (35,878) |
| |||
Other comprehensive income/(loss) | - | - |
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---------------------- | ---------------------- |
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Total comprehensive profit/(loss) for the period under review | 10,164 | (35,878) |
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=========== | ========== |
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| ||||||
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Earnings/(loss) per share - basic | 11 | 0.0004 | (0.0012) | |||
Earnings/(loss) per share - diluted | 11 | 0.0004 | (0.0011) | |||
Statement of changes in shareholders' equity
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Share capital | Share premium | Share warrants reserve | Accumulated losses/profit | Total |
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USD | USD | USD | USD | USD |
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At 1 July 2011 | 277,089 | 41,286,207 | 1,370,000 | (25,829,016) | 17,104,280 |
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Total comprehensive income for the year |
- |
- |
- |
7,885,177 |
7,885,177 |
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At 30 June 2012 | 277,089 | 41,286,207 | - | (17,943,839) | 24,989,457 |
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Transferred to Accumulated losses | (1,370,000) | 1,370,000 | - |
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Total comprehensive income for the period under review |
10,164 | 10,164 |
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At 31st Dec 2012 | 277,089 | 41,286,207 | - | (16,563,675) | 24,999,621 |
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Statement of cash flows
For six months ended |
| ||||
Dec 2012 | Dec 2011 | ||||
Notes | USD | USD | |||
Operating activities | |||||
Profit/(loss) for the period | 10,164 | (35,878) | |||
Adjustments for: | |||||
Depreciation | - | - | |||
--------------------------- | --------------------------- | ||||
Operating cash flows before changes in assets and liabilities and payment of employees' end of service benefits | 10,164 |
(35,878) | |||
Payment of employees' end of service benefit | 0 | 0 | |||
Changes in assets and liabilities: | |||||
Available-for-sale investment | 3 | - | (1,372,739) | ||
Investment in Wakala deposits | 1 | (2,373,621) | |||
Due to shareholder | 6 | ||||
Due from related parties | 3 | - | (34,517) | ||
Due to related party | |||||
Trade and other receivables | 2 | 3,334,988 | 62,890 | ||
Trade and other payables net of provision for employees' end of service benefits | 7 | (13,452) | |||
--------------------------- | --------------------------- | ||||
Net cash (used in)/generated from operating activities | 971,531 | (1,393,696) | |||
--------------------------- | --------------------------- | ||||
Cash flow from investing activities Fixed deposit with banks |
- |
| |||
Net cash used in investing activities | |||||
Net increase (decrease) in cash and cash equivalents | 971,531 | (1,393,696) | |||
Cash and cash equivalents, beginning of the year | 4,095,298 | 5,488,994 | |||
--------------------------- | --------------------------- | ||||
Cash and cash equivalents, end of the year | 1 | 5,066,829 | 4,095,298 | ||
Cash in bank (Fixed Deposit) | - | - | |||
Cash available at the end of the period | 5,066,829 | 4,095,298 | |||
-------------------------- | --------------------------- | ||||
Tejoori Limited
Notes to the financial statements
For the six months ended December 31, 2012
1 Cash and bank balances
2012 Dec | 2011 Dec | |
USD | USD | |
Cash at bank | 142,698 | 3,485,536 |
Cash in hand | 0 | 236 |
Investment in Wakala deposits | 4,924,131 | 609,526 |
-------------------- | -------------------- | |
5,066,829 | 4,095,298 | |
-------------------- | -------------------- | |
Cash and bank balances | 5,066,829 | 4,095,298 |
Investment in wakala deposits with original maturity of three months or more | - | |
5,066,829 | 4,095,298 | |
Cash at bank and investment in Wakala deposits are placed with reputable banks and corporate based in the United Arab Emirates. The Wakala deposits carried a profit rate of 5% .
2 Trade and other receivables
2012 Dec | 2011 Dec |
| ||
USD | USD |
| ||
Prepayments | - | 31,827 | ||
Advances and deposits | 680 | 680 | ||
Advance to Martin Hage | 1,685,592 | 1,685,592 | ||
Wakala Deposit | 4,924,131 | - | ||
Other receivables | 3,334,988 | 3,148,987 | ||
--------------------- | --------------------- | |||
9,945,391 | 4,867,086 | |||
Impairment of advance to Martin Hage | (1,685,592) | (1,685,592) | ||
Impairment of other receivables | - | (3,105,044) | ||
--------------------- | --------------------- | |||
8,259,799 | 76,450 | |||
========= | ========= | |||
Other receivables include an amount of USD 3.1 million receivable from the potential disposal of the Group's interest in an investment property (Note 4) which was fully impaired at 30 June 2011.
The Group had committed and invested a total of EUR 1.5 million (USD 1.9 million) in a joint venture with Martin Hage for the development of an innovative safety system for motor vehicles designed to significantly improve vehicular safety standards. The advance was considered to be irrecoverable and had been fully provided for.
3 Available-for-sale investment
The available-for-sale investment represents an unquoted investment in the BEKON Group, carried at cost and not assessed for impairment. During the year ended 30 June 2007, the Group 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 of entities focused on the development, construction, marketing and operation of biogas, energy and waste treatment plants.
During the year ended 31 June 2012, BEKON Group increased its capital by USD 3,810,130. The Group has not participated in the capital increase and, accordingly, its investment in the BEKON Group has been diluted to 12.67%.
4 Advance towards acquisition of investment property
2012 Dec | 2011 Dec | |
USD | USD | |
Advance against plots of land | 22,763,295 | 22,763,295 |
Provision for impairment | (13,632,942) | (18,377,237) |
------------------------ | ------------------------ | |
9,130,353 | 4,386,058 | |
========== | ========= |
Advance towards acquisition of investment property (including the premium paid on the plots and the legal and administration costs) previously amounted to USD 33.8 million and represented an advance towards acquisition of three plots of land in the Lagoon project in Dubai, United Arab Emirates. On 26 October 2008, the Group entered into a contract to sell its interest in one of the plots for USD 12.6 million of which USD 3.1 million was receivable and fully impaired at 30 June 2011 (Note 2). The Group, however, continues to hold the legal and beneficial interest in the plot until the balance of the USD 3.1 million is paid by the prospective acquirer of the plot.
In December 2012 the Group finalised negotiations with the developer to apply the amounts advanced against all the three plots of land towards the acquisition of the three new plots of land in the Arjan area in Dubai for USD 15.5 million, which includes a further commitment from Tejoori of USD 1.92 million over a period of 18 months. The acquisition value of the new three plots was based on a rate equivalent to the rate as per the Dubai Land Department's evaluation of the plot price in that area during May 2011.
Accordingly, the Group has also received the Title deeds for the two new plots of land which they have fully paid for.
5 Property and equipment
Furniture and fixtures | Office equipment |
Computers |
Total | ||
USD | USD | USD | USD | ||
Cost | |||||
At 30 June 2011 | 10,788 | 17,008 | 25,864 | 53,660 | |
------------- | ------------- | ------------- | -------------- | ||
Depreciation | |||||
At 30 June 2011 | 10,107 | 17,008 | 25,864 | 52,979 | |
Charge for the year | 681 | ||||
------------- | ------------- | ------------- | -------------- | ||
Net book amount | |||||
31stDec2012 | - | - | - | - | |
===== | ====== | ===== | ====== | ||
30 June 2011 | 681 | - | - | 681 | |
===== | ====== | ===== | ====== | ||
6 Due to a shareholder
2012 Dec | 2011 Dec | ||
USD | USD | ||
| |||
Opening balance | 877,200 | 877,200 |
|
Repayments during the year | - |
| |
------------------ | --------------------- |
| |
877,200 | 877,200 |
| |
======== | ========= |
|
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. This balance represents funds received from a shareholder in excess of the eight percent limit and is refundable to the investors unless the company is able to secure additional capital from the other shareholders.
7 Trade and other payables
2012 Dec | 2011 Dec | |
USD | USD | |
Trade payables | 30,396 | 41,010 |
Employees' end of service benefits | ||
Other payables | 1,610,122 | 28,526 |
------------------ | ------------------ | |
1,640,518 | 79,535 | |
======== | ======== |
8 Share capital
The authorised share capital of the company comprises 1 billion shares of USD 0.01 each (31 December 2011: 1 billion shares of USD 0.01 each).
9 Share premium
Share premium represents amounts received from shareholders in excess of the nominal value of the shares allotted to them.
10 Administrative and other operating expenses
2012 Dec | 2011 Dec | |
USD | USD | |
Legal and professional fees | 19,659 | 62,546 |
Employees' end of service benefits | ||
Administration fees | 15,097 | 13,195 |
Directors' remuneration and fees (Note 16) | 10,000 | 9,994 |
Depreciation (Note 8) | - | |
Net foreign exchange loss | - | - |
Others | 474 | 17,984 |
-------------------- | -------------------- | |
45,230 | 103,719 | |
========= | ========= |
11 Earnings per share
The basic earnings per share is calculated by dividing the net profit/loss attributable to shareholders by the weighted average number of ordinary shares in issue during the year.
Six Months ended 31 December 2012 | Six Months ended 31 December 2011 | |
Basic | ||
Profit/(loss) for the year in USD | 10,164 | (35,878) |
Weighted average number of shares in issue | 27,708,864 | 27,708,864 |
Basic earnings/(loss) per share in USD | 0.0004 | (0.00129) |
========== | ========== |
========== | ========== |
12 Segmental reporting
For the financial year ended 31 Dec 2012, segment reporting by the company was prepared in accordance with IFRS 8, 'Operating segments'
Following the management approach of IFRS 8, operating segments are reported in accordance with the internal reporting provided to the Board of Directors (the chief operating decision-maker), which is responsible for allocating resources to the reportable segments and assesses its performance. The company is managed as one unit and therefore the Board of Directors are of the opinion that the company is engaged in a single segment of investing in Shari'a compliant investments worldwide.
13 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 year, the company entered into significant transactions with related parties in the ordinary course of business. In addition to the disclosure in note 1, following are the other transactions and balances arising from these transactions:
2012 Dec | 2011 Dec | ||
USD | USD | ||
Transactions | |||
Key management remuneration | - | - | |
Directors' fees and other remuneration(Note 10) | 10,000 | 9,994 | |
======== | ======== | ||
2012 Dec | 2011 Dec | |
USD | USD | |
Balances | ||
Due from related parties | ||
Due from Injaz Capital Investments LLC* | 48,058 | 34,517 |
-------------------- | ------------------- | |
48,058 | 34,517 | |
======== | ======== |
*Injaz Capital Investments is a company owned by one of the company's shareholders and directors.
2012 Dec | 2011 Dec | ||
USD | USD | ||
Due to related parties | |||
Due to a shareholder (Note 6) | 877,200 | 877,200 | |
Due to a related party | - | - | |
Directors' fees and other remuneration | - | 9,999 | |
======= | ======== | ||
Related party balances are profit fee and payable/receivable on demand.
14 Subsidiary and special purpose vehicles
The company has the following subsidiary and special purpose vehicles.
Entity | Percentage of equity beneficially owned | Country of incorporation | |
2012 | 2011 | ||
Tejoori Emirates LLC | 100 | 100 | United Arab Emirates |
Tejoori Environmental Middle East Limited |
100 |
100 |
British Virgin Islands |
Lagoons Plot 1 Limited | 100 | 100 | British Virgin Islands |
Lagoons Plot 2 Limited | 100 | 100 | British Virgin Islands |
Lagoons Plot 3 Limited | 100 | 100 | British Virgin Islands |
Related Shares:
Tejoori