27th Mar 2014 07:00
27 March 2014
Tejoori Limited
("Tejoori" or the "Company")
Interim results for the six months ended 31 December 2013
Chairman's Statement
Welcome to the results of Tejoori Limited ("Tejoori" or the "Company"), the Dubai-based Shari'a compliant investment company, for the six month period ending 31 December 2013.
Financial Performance during the Period
As at 31 December 2013, the Company had cash available for investment of USD 4,058,090 (31 December 2012: USD 5,066,829). As at 31 December 2013, USD 4,047,684 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 219,746 from these wakala deposits (six months ended 31 December 2012: USD 55,394) and a net profit of USD 89,175 (six months ended 31 December 2012: net profit of USD 10,164).
Successful Reduction in Company's Liabilities
As announced on 17 December 2012, Tejoori had successfully entered into settlement agreements to cancel the sale and purchase agreements with regards to its investment in the Lagoons Plots Development in Dubai. At the same time Tejoori also entered into an agreement to acquire 3 replacement plots of land in Dubai Land, namely the Arjan Plots. Under these arrangements, the final consideration payable by the Company was USD 1.92 million over a period of 18 months. The final payment of approximately USD 320,000 was paid by Tejoori in February 2014 and the Group does not hold any further liability towards the acquisition of the Arjan Plots. The title deed for the third Arjan Plot is expected to be granted in the Company's name shortly.
Future Strategy & Investments
No new investments were made in the period by Tejoori. With regards to the Arjan Plots, the Board is considering various strategic options for the investment which could include the development of the plots with real estate developers in the UAE or selling them undeveloped to a third party. The options are still under review by the Board and we will share the outcome with our shareholders shortly. The Company also retains a 10.1 per cent. equity interest in the BEKON Group, a business focused on the development, construction, marketing and operation of biogas, energy and waste treatment plants.
Outlook
With the reduced cost base, the settlement of the liabilities in relation to the Lagoons Plots and the fully acquired properties in Arjan, the Board remains confident on the prospects for the company moving forward.
Khalid Al NasserChairman of Board
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 |
Consolidated Statement of Financial Position
as at December 31, 2013
Restated | |||||||
Dec | Dec | ||||||
Notes | 2013 | 2012 | |||||
Assets | USD | USD | |||||
Cash and bank balances | 1 | 10,405 | 142,698 | ||||
Due from related parties | - | 48,059 | |||||
Wakala deposits | 2 | 4,047,684 | 4,924,131 | ||||
Trade and other receivables | 3 | 3,741,500 | 3,335,668 | ||||
Other assets | 4 | 27,668 | - | ||||
Available-for-Sale Investment | 5 | 4,840,000 | 4,040,000 | ||||
Other investments | - | 1,916,478 | |||||
Advance towards acquisition of investment property | 6 | - | 9,130,353 | ||||
Investment in properties | 7 | 15,071,760 | - | ||||
Total assets | 27,739,017 | 23,537,387 | |||||
LIABILITIES AND EQUITY | |||||||
Liabilities | |||||||
Due to a shareholder | 9 | 877,200 | 877,200 | ||||
Trade and other payables | 10 | 802,524 | 1,650,444 | ||||
Due to related parties | - | - | |||||
Total Liabilities | 1,679,724 | 2,527,644 | |||||
Equity | |||||||
Share Capital | 11 | 277,089 |
| 277,089 | |||
Share premium | 11.1 | 41,286,207 | 41,286,207 | ||||
Fair value reserve | 5 | 800,000 | - | ||||
Accumulated losses | (16,304,003) | (20,553,553) | |||||
Total equity | 26,059,293 | 21,009,743 | |||||
| |||||||
Total equity and liabilities | 27,739,017 | 23,537,387 | |||||
These financial statements were approved for issue by the Board of Directors of the company on 26 March 2014 and signed on its behalf by:
________________ ________________
Director Director
Consolidated Statement of comprehensive income
as at December 31, 2013
December | December | ||||||
Notes | 2013 | 2012 | |||||
USD | USD | ||||||
Return On Wakala deposits | 12 | 219,746 | 55,394 | ||||
Total Income | 219,746 | 55,394 | |||||
Administrative and other operating expenses | 13 | (130,571) | (45,230) | ||||
Profit for the year | 89,175 | 10,164 | |||||
Total comprehensive income for the year | 89,175 | 10,164 | |||||
Earning per share-basic | 0.0032 | 0.0004 | |||||
Earning per share-diluted | 0.0032 | 0.0004 |
Statement of changes in shareholders' equity
| ||||||||||||||||
| ||||||||||||||||
Share capital | Share premium | Fair Value Reserve
| Accumulated losses | Total |
| |||||||||||
USD | USD | USD | USD | USD |
| |||||||||||
| ||||||||||||||||
Balances as at July 1, 2012 (restated) | 277,089 | 41,286,207 | - | (20,553,554) | 21,009,742
|
| ||||||||||
Profit for the Period | - | - | - | - | -
|
| ||||||||||
Balance as at Dec 31, 2012 | 277,089 | 41,286,207 | - | (20,553,554) | 21,009,742 |
| ||||||||||
|
| |||||||||||||||
Total Comprehensive Income for the year |
| |||||||||||||||
Profit for the Year | - | - | - | 4,160,376 | 4,160,376
|
| ||||||||||
Change in fair value of available for sale financial assets | - | - | 800,000 | - | 800,000
|
| ||||||||||
Total Comprehensive Income for the year | - | - | 800,000 | 4,160,376 | 4,960,376 |
| ||||||||||
| ||||||||||||||||
Balance as at Jun 30, 2013 | 277,089 | 41,286,207 | 800,000 | (16,393,178) | 25,970,118 |
| ||||||||||
|
| |||||||||||||||
Profit for the Year | - | - | - | 89,175 | 89,175
|
| ||||||||||
Transfer to Proprietor's current account | - | - | - | - | -
|
| ||||||||||
Balance as at Dec 31, 2013 | 277,089 | 41,286,207 | 800,000 | (16,304,003) | 26,059,293 |
| ||||||||||
| ||||||||||||||||
Statement of cash flows
2013 | 2012 | ||||||
Cash flows from operating activities | USD | USD | |||||
Net profit for the year | 89,175 | 10,164 | |||||
Operating cash flows before changes in assets and liabilities and payment of employees' end of service benefits | 89,175 | 10,164 | |||||
Investment in Wakala Deposits | (876,447) | (2,373,621) | |||||
Trade and other receivables | (442,948) | 3,334,988 | |||||
Trade and other payables | (171,008) | - | |||||
Due to related parties | 392,489 | - | |||||
Advance towards acquisition of investment property | - | - | |||||
Investment in properties | - | - | |||||
Cash generated from operations | 971,531 | ||||||
Employees' end-of-services benefits paid | - | - | |||||
Net cash from operating activities | (1,008,739) | 971,531 | |||||
Net increase / (decrease) in cash and cash equivalents | (1,008,739) | 971,531 | |||||
Cash and cash equivalents, beginning of the year | 5,066,829 | 4,095,298 | |||||
Cash and cash equivalents, end of the year | 4,058,090 | 5,066,829 | |||||
Represented by: | |||||||
Cash at bank | 10,405 | 142,698 | |||||
|
| ||||||
Investment in Wakala Deposits | 4,047,684 | 4,924,131 | |||||
Wakala Deposits Invested for more than three months | - | - | |||||
4,058,089 | 5,066,829 |
Notes to the Financial Statements for the Six Months ended 31 December 2013
1 Cash and bank balances
2013 Dec | 2012 Dec | ||
USD | USD | ||
Cash at bank | 10,405 | 142,698 | |
Cash in hand | 0 | 0 | |
10,405 | 142,698 | ||
2 Wakala Deposits
2013 Dec | 2012 Dec | ||
USD | USD | ||
Corporate Deposit | 2,017,343 | ||
Wakala Deposit | 2,030,341 | 4,924,131 | |
4,047,684 | 4,924,131 |
Cash at bank and investment in Wakala deposits are placed with reputable corporates based in the United Arab Emirates. The Wakala deposits carried a profit rate of 5%.
3 Trade and other receivables
2013 Dec | 2012 Dec |
| ||
USD | USD |
| ||
| ||||
Advances and deposits | 0 | 680 | ||
Advance to Martin Hage | 0 | 1,685,592 | ||
Other receivables | 3,741,500 | 3,334,988 | ||
--------------------- | --------------------- | |||
3,741,500 | 5,021,260 | |||
Impairment of advance to Martin Hage | 0 | (1,685,592) | ||
--------------------- | --------------------- | |||
3,741,500 | 3,335,668 | |||
========= | ========= | |||
The Group had invested a total of Euro 1.5 million (USD 1.7 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 is considered to be irrecoverable and had been written off.
4 Other Assets
2013 Dec | 2012 Dec |
| ||
USD | USD |
| ||
| ||||
Prepayment | 27,668 | 0 | ||
--------------------- | --------------------- | |||
27,668 | 0 | |||
========= | ========= | |||
5 Available-for-sale investment
2013 Dec | Restated 2012 Dec | ||
USD | USD | ||
Opening balance | 4,040,000 | 8,019,715 | |
Impairment Charges | - | (3,979,715) | |
Fair value gain during the year | 800,000 | -
| |
Balance as on 31 Dec | 4,840,000 | 4,040,000 |
The available-for-sale investment represents 10.1% (31 December 2012 : 12.67%) investment in Bekon Holding AG.
6 Advance towards acquisition of investment property
2013 Dec | 2012 Dec | ||
USD | USD | ||
| |||
Advances against plots of lands | 9,130,353 | 22,763,295 | |
Additional Cost | 1,409,925 | 0 | |
Provision for Impairment | 0 | (13,632,942) | |
Transfer to investment properties | (10,540,278) | 0 | |
0 | 9,130,353 |
2013 Dec | 2012 Dec | ||
USD | USD | ||
| |||
As 1st July 2013 | 13,632,942 | 13,632,942 | |
Release of Impairment provision During the year | (13,632,942) | 0 | |
At 31st Dec 2013 | 0 | 13,632,942 |
During the year ended 30 June 2007, the Group made advance payments 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 its plots, Lagoons plot 3, for USD 12.6 million.
A settlement agreement, effective 9 December 2012, was signed between Lagoons LLC and the Group. The original plot sale and purchase agreement was terminated and, in exchange, the amount paid by the Group for the plots of land in Lagoons was applied against the purchase of new plots in the Arjan project in Dubai, United Arab Emirates.
As at 31 December 2013 the Group has a payable of USD 0.7 million against one plot in the Arjan project, which is held for the beneficial interest of a third party as security against a receivable of USD 3.7 million.
The Group has made full payment and holds title deeds for two plots in the Arjan project. In accordance with the Group's accounting policies the advance payments towards acquisition of investment property has been reclassified as investment property.
7 Investment in property
During the year ended 30 June 2013 an amount of USD 10.5 million was transferred from 'Advances towards acquisition of investment property' to 'Investment property'. The investment property pertains to two plots of land in the Arjan project, Dubai, United Arab Emirates.
The fair value of the investment property is USD 15.1 million.
2013 Dec | 2012 Dec | |
USD | USD | |
Balance at 1st July 2013 | - | - |
Transfer from advance towards acquisition of investment property | 10,540,278 | - |
Fair value gain | 4,531,482 | - |
------------------------ | ------------------------ | |
15,071,670 | - | |
========== | ========= |
8 Property and equipment
Furniture and fixtures | Office equipment | Computers | Total | |||||
USD | USD | USD | USD | |||||
Cost | ||||||||
As at 30 Jun 2012 and 30 Jun 2013 | 10,788 | 17,008 | 25,864 | 53,660 | ||||
As at Jun 30 2013 | 10,788 | 17,008 | 25,864 | 53,660 | ||||
Depreciation | ||||||||
At 1 Jul 2011 | 10,107 | 17,008 | 25,864 | 52,979 | ||||
Charge for the year | 681 | - | - | 681 | ||||
As at Jun 30, 2013 | 10,788 | 17,008 | 25,864 | 53,660 | ||||
Charge for the year | - | - | - | - | ||||
As at Dec 31, 2013 | 10,788 | 17,008 | 25,864 | 53,660 | ||||
Carrying value as at Dec 31, 2013 | - | - | - | - | ||||
Carrying value as at Dec 31, 2012 | - | - | - | - | ||||
9 Due to a shareholder
2013 Dec | 2012 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.
10 Trade and other payables
2013 Dec | 2012 Dec | ||
USD | USD | ||
Trade payables | 32,654 | 30,396 | |
Audit fee payable | 17,000 | - | |
Other payables | 752,870 | 1,609,884 | |
------------------ | ------------------ | ||
802,524 | 1,640,280 | ||
======== | ======== |
11 Share capital
The authorised share capital of the Company comprises 1 billion shares of USD 0.01 each (2012: 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 (2012: 27,708,864 shares of USD 0.01 each).
11.1 Share premium
Share premium represents amounts received from shareholders in excess of the nominal value of the shares allotted to them.
12 Revenue
2013 Dec | 2012 Dec | ||
USD | USD | ||
Return on Islamic Investments | 219,746 | 55,394 | |
------------------ | ------------------ | ||
291,746 | 55,394 | ||
======== | ======== |
13 Administrative and other operating expenses
2013 Dec | 2012 Dec | |
USD | USD | |
Legal and professional fees | 46,099 | 19,659 |
Administration fees | 18,488 | 15,097 |
Directors' remuneration and fees (Note 15) | 57,143 | 10,000 |
Others | 8,841 | 474 |
-------------------- | -------------------- | |
130,571 | 45,230 | |
========= | ========= |
14 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 Dec 2013 | Six Months ended 31 Dec 2012 | |
Basic | ||
Profit for the year in USD | 89,175 | 10,164 |
Weighted average number of shares in issue | 27,708,864 | 27,708,864 |
Basic earnings per share in USD | 0.0032 | 0.0004 |
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 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:
2013 Dec | 2012 Dec | ||
USD | USD | ||
Transactions | |||
Key management remuneration | 0 | 0 | |
Directors' fees and other remuneration (Note 13) | 57,143 | 10,000 | |
Balances | |||
Due from related parties | |||
Due from Injaz Capital Investments LLC | - | 48,058 | |
-------------------- | ------------------- | ||
- | 48,058 | ||
======== | ======== | ||
Due to related parties | |||
Due to a shareholder (Note 9) | 877,200 | 877,200 | |
Key management remuneration | 372,505 | 0 | |
Due to Injaz Capital Investments LLC | 48,280 | 0 | |
Directors' fees and other remuneration | 0 | 0 | |
======== | ======== | ||
Related party balances are profit fee and payable/receivable on demand.
16 Legal status and principal activities
Tejoori Limited ("the Company") and its subsidiaries (together, "the Group") are self-managed investment companies.
The Company is incorporated and domiciled in the British Virgin Islands and its registered address is PO Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands. The Company's operations are managed from the United Arab Emirates (UAE).
The principal activity of the Group is investment in Shari'a compliant ventures worldwide.
The Company has the following subsidiaries and special purpose vehicles.
Entity | Ownership % | Country of incorporation | |
| 2013 | 2012 |
|
Tejoori Emirates LLC | 100 | 100 | United Arab Emirates |
Tejoori Environnemental M.E 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 |
Tejoori Emirates LLC is a Limited Liability Company incorporated in the Emirate of Dubai, United Arab Emirates ("UAE") on 15 August 2006 under Federal Law No 8 of 1984 (as amended) applicable to commercial companies. Its registered address is P.O Box 75008, Dubai, United Arab Emirates. Tejoori Emirates LLC has been nominated to hold title over investment property.
Lagoons Plot 1 Limited, Lagoons Plot 2 Limited and Lagoons Plot 3 Limited are companies registered in British Virgin Islands, incorporated on 6 June 2006. These special purpose vehicles were established for the purpose of acquiring plots of land in the Lagoon project in Dubai, UAE. During the year ended 30 June 2013, the purchase agreement for the Lagoon plots was cancelled and the advanced payments against these plots transferred against the purchase price of three plots of land in the Arjan project in Dubai, United Arab Emirates
Tejoori Environmental M.E. Limited, Lagoons Plot 1 Limited, Lagoons Plot 2 Limited and Lagoons Plot 3 Limited are under dissolution.
Related Shares:
Tejoori