18th Sep 2012 07:00
18 September 2012
Origo Partners Plc
("Origo" or the "Group")
Interim Financial Report for the six months ended 30 June 2012
Highlights for the six months ended 30 June, 2012 ("the Period"):
·; Total investments of US$10.6 million in existing portfolio companies
·; Investment loss of US$38.6 million (30 June 2011 investment income: US$23.6 million), Loss before tax of US$37.3 million (30 June 2011 profit before tax: US$19.4 million)
·; Net asset value of US$204.2 million (31 December 2011: US$240.6 million, 30 June 2011: US$225.1 million)
·; Net asset value per share of US$0.58 (31 December 2011: US$0.68), equivalent to 37 pence (31 December 2011: 44 pence)*
·; Closing net cash position of US$35.6 million
·; Strengthening of the Board by appointment of two new Non-Executive Directors
* translated into British Sterling at the prevailing exchange rate at the end of the Period
Chief Executive's Statement
We entered 2012 in a strong position, with a robust balance sheet, a good pipeline of investment opportunities and a number of potential realisation opportunities. Whilst I am pleased with the progress made across our portfolio, the persistent global economic uncertainty together with the associated weakness in many commodities prices and related equity prices have clearly constrained our ability to deliver on our strategy.
With capital markets virtually shut for new equity placings, private companies such as those in Origo's portfolio are naturally finding it very difficult to raise capital at present. In addition, as mining and commodity related companies have been amongst those most dramatically affected by falling asset and commodity prices and with mining being a key investment sector for Origo, currently comprising over 50 per cent of our portfolio, the carrying value of our portfolio has been reduced by 12 per cent during the Period. Nevertheless, we continue to have the ability to support follow on financing requirements from portfolio companies should they be required.
In the first half of the year China has also experienced a significant and broad economic slowdown, led by a contraction of the real-estate market and reduced exports. China's economic deceleration has been accompanied by a loss of investor confidence in Chinese companies in the wake of a broad range of widely covered financial fraud cases. It is fair to say that the reputation of Chinese companies in terms of compliance, governance and transparency has fallen significantly, but on the other hand, confirmed the value of Origo's "hands on" investment approach.
In addition Mongolia, to which Origo has a significant exposure through a number of mining investments, has gone through a turbulent period with negative foreign investment rhetoric, hampering our ability to increase the value of our investments and generate cash realisations. Both China and Mongolia are experiencing leadership transitions, which inevitably create a degree of uncertainty about the future economic direction of each country.
Taking into account these market conditions, we have significantly reduced the carrying value of our portfolio. Almost half of the decrease is attributable to a reduction in the carrying value of Gobi Coal & Energy Ltd ("Gobi"). Although the development of Gobi's Shinejinst coking coal deposit is progressing on track, a planned IPO has been delayed until market conditions are more favourable. As a result, the fair value of our stake in Gobi has been reduced by 23 per cent.
We hold our other Mongolian mining assets either at investment cost or, in the case of listed companies such as Toronto listed Kincora Copper Ltd ("Kincora"), at prevailing market prices. We believe that this is a conservative approach, and I am committed to seeing through the challenges in Mongolia to the point where solid returns can be realised.
In line with falling commodity prices, we have also marked down the fair value of R.M.Williams Agricultural Holdings Pty Ltd ("RMWAH"), one of our largest positions, by 27 per cent. However, I am pleased to report that RMWAH is set to start delivering on our original investment thesis by exporting agricultural products to Greater China.
On a more positive note, our MSE (Mongolian Stock Exchange) Liquidity Fund ("the Fund") continued to perform well during the Period, reporting a positive return of 10.3 per cent annualized, with June being its ninth consecutive month of positive performance since inception. With the Fund's peers delivering negative returns year to date, we are very pleased this product has achieved comparatively world class returnson the basis of modest risks. We have therefore decided to increase our exposure to the fund.
Furthermore, we are continuing to move towards first closing of our China Cleantech Partners fund ("CCP"), and expect to begin to deploy capital from the end of the year with a final close in 2013. Discussions are ongoing with a number of Chinese local governments to secure additional RMB commitments for this strategy.
Finally, during the Period we strengthened the Board through the appointment of two new Non-Executive Directors. Both Lionel de Saint-Exupery and Tom Preststulen bring a vast amount of experience from working in China and in transactions across our key investment sectors. I am delighted to welcome them both to the Board and believe their knowledge will be invaluable to the future development of Origo.
Portfolio review
Operationally, our portfolio is generally performing well despite the present market uncertainties. We are particularly encouraged and involved in the developments at two of our Mongolian mining companies, Kincora and Moly World Ltd ("Moly World"), where very positive exploration results underline the inherent value in our portfolio.
In March this year, Kincora reached an agreement in principle to acquire mineral exploration licences adjoining its Bronze Fox project in Mongolia, including the Tourmaline Hills copper - gold project, an area previously assigned as a high priority target by Ivanhoe Mining. With these license acquisitions, Kincora holds licenses that cover an area close to 60,000 hectares, located along the same copper belt, about 120km northeast of the world class Oyu Tolgoi project.
With an equity stake in Kincora of 29.2 per cent, Origo is the largest shareholder of the company. We continued to be deeply involved in the management and operations of Kincora, most recently illustrated by us seconding Origo's Head of Geological and Technical Services, John Rickus, to be Kincora's Interim CEO.
Also in March this year, Moly World's molybdenum and tungsten project in Mongolia completed a maiden JORC compliant resource statement of 203.4 million tonnes of ore grading 0.1261 per cent molybdenum with total contained molybdenum metal of 256,000 tons. These results confirm a high grade, near surface resource which could support a large scale open cut mine. Runge LLC has been retained by Moly World to produce a scoping study which is expected to lead to the commencement of a detailed Pre-Feasibility Study. Origo's has a 20 per cent equity stake in Moly World held at investment cost. An important and valuable attribute to our investment in Moly World is a marketing right of up to 20 per cent of Moly World's mining output.
After the Period end, Origo participated in a private placement offering in Kincora subscribing for up to CAD2.5 million of a three year convertible note (the "Convertible Note"). The Convertible Note is due and payable three years from the date of issuance, and has a 8.7 per cent per annum interest rate, calculated and paid annually by the issuance of Kincora common shares; these being priced at the time of issuance in accordance with the policies of the TSX Venture Exchange.
Kincora intends to use the proceeds of the private placement for further development of its mineral properties in Mongolia and for general working capital purposes. After the end of the Period Kincora released partial assay results from the Bronze Fox project in Mongolia which confirms the potential for a deep high grade copper deposit. It is Origo's ambition to allow Kincora to deliver on its drilling and business plan, whilst looking for near term production potential which will allow for near term cash inflow as well as bolt on acquisition opportunities.
Unipower Battery Ltd ("Unipower"), our lithium-ion battery material and battery manufacturing company, has seen a marked upturn in sales revenue in the first half of 2012. Whilst cementing its leading market share in China's bourgeoning electrical vehicle sector, the company has also begun to branch out into the energy storage market. In a noteworthy example of how private equity portfolio funded companies can work together, Origo invested Shanghai Evtech New Energy Technology Ltd ("Shanghai Evtech"), a battery management system company, is working closely with Unipower to provide total battery package solutions to Chinese bus and auto companies. Origo is holding the fair value of its investments in Unipower and Shanghai Evtech at cost, whilst observing that the companies' fundamentals are rapidly improving.
I am also pleased to report that China Rice Ltd ("China Rice") is maintaining its position as a leading rice processor and distributor in China. Whilst current equity market conditions have proven a hard environment for raising external capital, the company is operationally performing to plan. Markets allowing, we expect China Rice to raise additional capital to fund further expansion.
Finally, Celadon Mining Ltd ("Celadon") expanded its portfolio of China based coal assets by acquiring a 23 per cent equity stake for US$44 million in the Chang Tan West thermal coal project. The project, covering an area of 20.65 square kilometres, is located in the Ordos region of Inner Mongolia. Past exploration has confirmed the presence of a 602.8 MT coal resource (Chinese classification) on the license area. We believe this transaction represents a significant positive milestone for Celadon, providing the company with a number of strategic options to either further grow its asset base or deliver value-accretive realisations over the medium term.
Financial performance
The Directors' estimate of the fair value of Origo's portfolio of investments decreased to US$229.7 million from US$260.0 million as at 31 December 2011, after total investments of US$10.6 million in existing portfolio companies during the Period. The decrease principally reflects a reduction in the fair value of our investments caused by the uncertain economic outlook.
Of our unquoted investments, we reduced the carrying value of Gobi by 23 per cent from US$87.1 million to US$67.0 million and RMWAH by 27 per cent from US$35.0 million to US$25.6 million. In respect of our listed investments, the carrying value of Kincora decreased from US$11.5 million to US$7.0 million and Voyager Resource Ltd decreased from US$3.2 million to US$947,000.
Total other administrative expenses reached US$4.5 million (30 June 2011: US$2.8 million), which include one-off provisions of US$1.2 million in respect of debts from certain portfolio companies.
The Group recorded a loss before tax of US$37.3 million, compared to a profit before tax of US$19.4 million in the corresponding period in 2011 primarily due to unrealised losses of US$39.4 million on investments compared to unrealised gains of US$25.4 million in the first half of 2011.
At the end of the Period, the Group had cash and cash equivalents of US$35.6 million compared to US$51.9 million as at June 30 2011.
The Group reported net asset value of US$204.2 million at the end of the Period, compared to US$240.6 million as at 31 December 2011 and US$225.1 million as at 30 June 2011, representing a net asset value per share of US$0.58.
Strategy and outlook
Chinese economic growth slowed in the first half of the year, as the government took steps to combat inflation and asset bubbles. While a number of data points over the last months suggest a further deceleration in the near term, we expect to see a recovery towards the end of 2012, as the government moves to implement the necessary measures to ensure targets for a more stable growth rate are met. Accordingly, our focus on investing in sectors such as natural resources, agriculture and cleantech sectors, which will benefit greatly from continued urbanisation remains undiminished.
Recent elections in Mongolia have been a source of concern for international investors as resource nationalism has taken centre stage in the context of a highly contested election. We expect populist pressures to remain on the agenda for the foreseeable future as Mongolia seeks to strike a balance between fostering its economy whilst ensuring that the benefits of development is shared appropriately among relevant stakeholders. Hence our strategy in the country follows the principles which have proved successful in our China based operations; we believe that significant local presence and hands on management will help navigate short term uncertainty and that the portfolio will benefit from long-term value creation as the country continues on its development path.
In summary, we believe the underlying supply-demand dynamics of our strategy remain intact and we continue to work closely with our portfolio companies to create value in China and neighbouring territories for our shareholders. Whilst falling asset values in the Period have caused us to take a rather cautious approach on realisations and investments in the short term, we are well capitalisedand hence positioned to benefit from opportunities as they arise. We approach the remainder of 2012 with a focus on prudent management of the existing portfolio and our cash reserves.
ENDS
Further information:
Origo Partners plc Chris Rynning Niklas Ponnert
| |
Nominated Adviser and Broker Liberum Capital Limited Simon Atkinson/Richard Bootle
| +44 (0)20 3100 2222 |
Public Relations Aura Financial Andy Mills / Nina Legge | +44 (0)20 7321 0000 |
Interim Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2012
(Unaudited) Six months ended 30 June 2012 | (Unaudited) Six months ended 30 June 2011 | ||
Notes | US$'000 | US$'000 | |
Investment (loss)/income: | 3 | ||
Realised losses on disposal of investments | (236) | (27) | |
Unrealised (losses)/gains on investments | (39,445) | 25,415 | |
Share of loss of an associate | (2) | (2) | |
Share of loss of joint ventures | (18) | - | |
Income/(loss) from loans | 1,021 | (1,789) | |
Dividends | 49 | - | |
| (38,631) | 23,597 | |
Consulting services receivable/(payable) | 4 | (165) | 385 |
Other income | 61 | 13 | |
Performance fee |
| ||
- Performance fee receivable from external funds | - | 162 | |
- Performance incentive | 5 | 7,395 | - |
Share-based payments | 22 | 513 | (679) |
Other administrative expenses | 6 | (4,480) | (2,772) |
Net profit/(loss) before finance costs and taxation | (35,307) | 20,706 | |
Foreign exchange gains/(losses) | 22 | (20) | |
Finance income and costs | 9 | (2,001) | (1,267) |
(Loss)/profit before tax | (37,286) | 19,419 | |
Income tax | 10 | 104 | (139) |
(Loss)/profit after tax | (37,182) | 19,280 | |
Other comprehensive (loss)/income |
| ||
Exchange differences on translating foreign operations | (2) | 26 | |
Other comprehensive (loss)/income for the period | (2) | 26 | |
Tax on other comprehensive (loss)/income | - | - | |
Other comprehensive (loss)/income net of tax | (2) | 26 | |
Total comprehensive (loss)/income after tax | (37,184) | 19,306 | |
(Loss)/profit after tax | |||
Attributable to: | |||
- Owners of the parent | (36,756) | 19,406 | |
- Non-controlling interests | (426) | (126) | |
(37,182) | 19,280 | ||
Total comprehensive (loss)/income | |||
Attributable to: |
| ||
- Owners of the parent | (36,758) | 19,432 | |
- Non-controlling interests | (426) | (126) | |
| (37,184) | 19,306 | |
Basic (loss)/earnings per share | 11 | (10.50) cents | 6.48 cents |
Diluted (loss)/earnings per share | 11 | (10.50) cents | 5.96 cents |
The accompanying notes form an integral part of these financial statements.
Interim Consolidated Statement of Financial Position
As at 30 June 2012
Assets | Notes | (Unaudited) 30 June 2012 US$'000 | (Unaudited) 30 June 2011 US$'000 | (Audited) 31 December 2011 US$'000 |
| |
Non-current assets | ||||||
Property, plant and equipment | 147 | 95 | 157 | |||
Intangible assets | 15 | 13 | 12 | |||
Investments at fair value through profit or loss | 12 | 186,369 | 188,546 | 219,196 | ||
Loans | 15 | 14,831 | 20,167 | 12,720 | ||
Available-for-sale investments | - | 49 | 29 | |||
Investment in an associate | 13 | - | 71 | - | ||
Investment in joint ventures | 14 | 48 | - | 66 | ||
Other investments | - | 6 | - | |||
Derivative financial assets | 16 | 3,854 | 5,151 | 6,990 | ||
| 205,264 | 214,098 | 239,170 | |||
Current assets | ||||||
Inventories | 2 | 9 | 1 | |||
Trade and other receivables | 17 | 6,355 | 5,774 | 6,336 | ||
Loans due within one year | 15 | 24,627 | 12,107 | 20,777 | ||
Cash and cash equivalents | 35,597 | 51,880 | 56,855 | |||
| 66,581 | 69,770 | 83,969 | |||
Total assets | 271,845 | 283,868 | 323,139 | |||
Current liabilities | ||||||
Short-term borrowings | - | - | 8,544 | |||
Trade and other payables | 18 | 911 | 828 | 1,032 | ||
Deferred income tax liability | 1,442 | 1,146 | 1,546 | |||
2,353 | 1,974 | 11,122 | ||||
Total assets less current liabilities | 269,492 | 281,894 | 312,017 | |||
Non-current liabilities | ||||||
Liability component of convertible zero dividend preference shares | 19 | 58,697 | 54,568 | 56,595 | ||
Provision | 20 | 6,596 | 2,210 | 14,852 | ||
65,293 | 56,778 | 71,447 | ||||
Net assets | 204,199 | 225,116 | 240,570 | |||
Equity attributable to owners of the parent | ||||||
Issued capital | 21 | 56 | 47 | 56 | ||
Share premium | 151,023 | 119,261 | 151,023 | |||
Share-based payment reserve | 5,876 | 5,521 | 5,528 | |||
Retained earnings | 40,734 | 94,394 | 77,490 | |||
Translation reserve | (1,429) | (1,443) | (1,427) | |||
Equity component of convertible zero dividend preference shares | 7,462 | 7,462 | 7,462 | |||
Other reserve | (1,826) | (1,432) | (1,950) | |||
201,896 | 223,810 | 238,182 | ||||
Non-controlling interests | 2,303 | 1,306 | 2,388 | |||
Total equity | 204,199 | 225,116 | 240,570 | |||
Total equity and liabilities | 271,845 | 283,868 | 323,139 | |||
The accompanying notes form an integral part of these financial statements.
Interim Consolidated Statement of Cash Flows
For the six months ended 30 June 2012
(Unaudited) | (Unaudited) | ||
Six months ended | Six months ended | ||
30 June 2012 | 30 June 2011 | ||
Notes | US$'000 | US$'000 | |
(Loss)/profit before tax | (37,286) | 19,420 | |
Adjustments for: | |||
Depreciation and amortisation | 6 | 26 | 15 |
Performance incentive | 5 | (7,395) | - |
Share-based payments | 22 | (513) | 679 |
Provision for bad debts | 6 | 1,230 | - |
Realised losses on disposal of investments | 3 | 236 | 27 |
Unrealised losses/(gains) on investments at FVTPL* | 3 | 36,363 | (23,693) |
Unrealised gains on loans | 3 | (55) | (114) |
Fair value losses/(gains) on derivative financial assets | 3 | 3,137 | (1,608) |
Share of loss of an associate | 3 | 2 | 2 |
Share of loss of joint ventures | 3 | 18 | - |
(Income)/loss from loans | 3 | (1,021) | 1,789 |
Foreign exchange (gains)/losses | (22) | 20 | |
Interest expenses of convertible zero dividend preference shares | 9 | 2,102 | 1,237 |
Purchases of investments at FVTPL | (4,675) | (37,731) | |
Purchases of loans | (5,908) | (11,418) | |
Proceeds from disposals of investments at FVTPL | 1,139 | 8,880 | |
Proceeds from repayment of loans | - | 1,200 | |
Proceeds from disposals of other investments | 11 | - | |
Operating loss before changes in working capital and provisions | (12,611) | (41,295) | |
(Increase)/decrease in trade and other receivables | (202) | 1,671 | |
Decrease in trade and other payables | (121) | (61) | |
Decrease in inventories | - | 43 | |
Net cash outflow from operations | (12,934) | (39,642) | |
Investing activities | |||
Purchases of property, plant and equipment | (16) | (61) | |
Net cash flows outflow from investing activities | (16) | (61) | |
Financing activities | |||
Repayment of short-term borrowings | (8,544) | - | |
Issue of convertible zero dividend preference shares | - | 60,000 | |
Transaction costs of issue of convertible zero dividend preference shares | - | (2,749) | |
Net cash flows (outflow)/inflow from financing activities | (8,544) | 57,251 | |
Net (decrease)/increase in cash and cash equivalents | (21,494) | 17,548 | |
Effect of exchange rate changes on cash and cash equivalents | 236 | 921 | |
Cash and cash equivalents at beginning of period | 56,855 | 33,411 | |
Cash and cash equivalents at end of period | 35,597 | 51,880 |
* FVTPL refers to fair value through profit or loss
The accompanying notes form an integral part of these financial statements.
Interim Consolidated Statement of Changes in Equity
For the six months ended 30 June 2012
Attributable to equity holders of the parent
Issued capital US$'000 | Share premium US$'000 | Share- based payment reserve US$'000 | Retained earnings US$'000 | Equity component of CZDP* US$'000 | Other reserve US$'000 | Translation reserve US$'000 | Total US$'000 | Non-controlling interests US$'000 | Total equity US$'000 | |||||
At 1 January 2012 | 56 | 151,023 | 5,528 | 77,490 | 7,462 | (1,950) | (1,427) | 238,182 | 2,388 | 240,570 | ||||
Loss for the period | - | - | - | (36,756) | - | - | - | (36,756) | (426) | (37,182) | ||||
Other comprehensive loss | - | - | - | - | - | - | (2) | (2) | (2) | |||||
Total comprehensive loss | - | - | - | (36,756) | - | - | (2) | (36,758) | (426) | (37,184) | ||||
Unrealized losses reversed | - | - | - | - | - | 124 | - | 124 | - | 124 | ||||
Share-based payment expense | - | - | 348 | - | - | - | - | 348 | - | 348 | ||||
Minority interests | - | - | - | - | - | - | - | - | 341 | 341 | ||||
At 30 June 2012 | 56 | 151,023 | 5,876 | 40,734 | 7,462 | (1,826) | (1,429) | 201,896 | 2,303 | 204,199 | ||||
* CZDP refers to convertible zero dividend preference shares.
Attributable to equity holders of the parent
Issued capital US$'000 | Share premium US$'000 | Share- based payment reserve US$'000 | Retained earnings US$'000 | Equity component of CZDP* US$'000 | Other reserve US$'000 | Translation reserve US$'000 | Total US$'000 |
Non-controlling interests US$'000 | Total equity US$'000 | |||||
At 1 January 2011 | 47 | 119,261 | 5,490 | 74,988 | - | (1,432) | (1,469) | 196,885 | (294) | 196,591 | ||||
Profit for the period | - | - | - | 19,406 | - | - | - | 19,406 | (126) | 19,280 | ||||
Other comprehensive income | - | - | - | - | - | - | 26 | 26 | - | 26 | ||||
Total comprehensive income | - | - | - | 19,406 | - | - | 26 | 19,432 | (126) | 19,306 | ||||
Issue of convertible zero dividend preference shares | - | - | - | - | 7,462 | - | - | 7,462 | - | 7,462 | ||||
Share-based payment expense | - | - | 31 | - | - | - | - | 31 | - | 31 | ||||
Minority interests | - | - | - | - | - | - | - | - | 1,726 | 1,726 | ||||
At 30 June 2011 | 47 | 119,261 | 5,521 | 94,394 | 7,462 | (1,432) | (1,443) | 223,810 | 1,306 | 225,116 | ||||
The following describes the nature and purpose of each reserve within parent's equity:
Reserve | Description and purpose |
Share premium | Amounts subscribed for share capital in excess of nominal value. |
Share-based payment reserve | Equity created to recognise share-based payment expense. |
Equity component of CZDP | Convertible zero dividend preference shares. |
Other reserve | Equity created to recognise fair value change of available-for-sale investments and own share acquired. |
Translation reserve | Equity created to recognise foreign currency translation differences. |
The accompanying notes form an integral part of these financial statements.
1 General information
Origo Partners Plc is a limited liability company incorporated and domiciled in the Isle of Man whose shares are publicly traded on the AIM market of the London Stock Exchange.
The Company and its subsidiaries are collectively referred to as the Group.
The principal activities of the Group are described in note 8.
These interim consolidated financial statements have been approved and authorised for issue by the Company's board of directors on 14 September 2012.
2 Basis of preparation and significant accounting policies
2.1 Basis of preparation
These interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".
These interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2011.
The Company has changed the Statement of Comprehensive Income and Statement of Cash Flow effective from 1 January 2012, to present the investment income or loss derived from the investment activities as "revenue", and the investing activities as "operating activities" for the purpose of IAS 1, to better reflect the activities of the Company as a private equity company, the changes have no any impact on the profit or loss for the period and net cash position at the end of period.
2.2 Significant accounting policies
The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2011.
The following amendments to IFRSs standards did not have any impact on the accounting policies, financial position or performance of the Group:
IFRS 7 - Disclosures - Transfers of financial assets (Amendment)
The IASB issued an amendment to IFRS 7 that enhances disclosures for financial assets. These disclosures relate to assets transferred (as defined under IAS 39). If the assets transferred are not derecognised entirely in the financial statements, an entity has to disclose information that enables users of financial statements to understand the relationship between those assets which are not derecognised and their associated liabilities. If those assets are derecognised entirely, but the entity retains a continuing involvement, disclosures have to be provided that enable users of financial statements to evaluate the nature of, and risks associated with, the entity's continuing involvement in those derecognised assets. Effective implementation date is for annual periods beginning on or after 1 July 2011 with no comparative requirements.
The Group has not early adopted any other standard, interpretation or amendment that was issued but is not yet effective.
3 Investment (loss)/income
| (Unaudited) Six months ended 30 June 2012 US$'000 | (Unaudited) Six months ended 30 June 2011 US$'000 |
Realised losses on disposal of investments | (236) | (27) |
- Investments at FVTPL | (94) | (20) |
- Available-for-sale investments | (142) | - |
- Other investments | - | (7) |
Unrealised (losses)/gains on investments | (39,445) | 25,415 |
- Investments at FVTPL | (36,363) | 23,693 |
- Loans | 55 | 114 |
- Derivative financial assets | (3,137) | 1,608 |
Share of loss of an associate | (2) | (2) |
Share of loss of joint ventures | (18) | - |
Income/(loss) from loans | 1,021 | (1,789) |
Dividends | 49 | - |
Total | (38,631) | 23,597 |
4 Consulting services receivable/ (payable)
| (Unaudited) Six months ended 30 June 2012 US$'000 | (Unaudited) Six months ended 30 June 2011 US$'000 |
Consulting Services receivable | 37 | 1,049 |
Consulting Services payable | (202) | (664) |
Total | (165) | 385 |
5 Performance incentive
| (Unaudited) Six months ended 30 June 2012 US$'000 | (Unaudited) Six months ended 30 June 2011 US$'000 |
Provision for performance incentive payable over one year | (7,395) | - |
Total | (7,395) | - |
5 Performance incentive(Continued)
For the six months ended 30 June 2012, performance incentive accruals of US$5,962K was approved by the board of directors of the Company (other than Chris Rynning and Niklas Ponnert) at the board meeting held on 14 September 2012.
In determining the amount to be accrued, the board (i) assessed the amount of performance incentives arising on each and every individual investment under the terms of the Scheme; and (ii) capped the total amount to be accrued at the higher of a) 20 per cent of the accumulated gain (realised and unrealised) of the Company's portfolio of investments taking into account write-offs, realisations, and movements in the fair value of all investment completed from the time of admission until the balance sheet date and previous payments made under the Scheme; and b) 10 per cent of the accumulated gain (realised and unrealised) over the 10% hurdle on applicable companies in the Company's portfolio of Investments.
6 Other administrative expenses
| (Unaudited) Six months ended 30 June 2012 US$'000 | (Unaudited) Six months ended 30 June 2011 US$'000 |
Employee expenses | 1,867 | 1,433 |
Professional fees | 442 | 576 |
Including: | ||
- Audit fees | 88 | 15 |
Depreciation expenses | 26 | 15 |
Provision for bad debts* | 1,230 | - |
Others | 915 | 748 |
Total | 4,480 | 2,772 |
* Provision for bad debts of US$1.23 million of other receivables from IRCA Holdings Ltd. Provision has been recognized only on receivables where it is considered there is a greater than 50% risk of failure.
7 Directors' remuneration
|
|
|
| (Unaudited) Six months ended 30 June 2012 US$'000 | (Unaudited) Six months ended 30 June 2011 US$'000 |
Directors' emoluments | 380 | 533 | |||
Share-based payment expenses | (585) | 527 | |||
|
|
|
| (205) | 1,060 |
Directors' remuneration for the six months ended 30 June 2012 and number of options held were as follows:
Name | Salaries*US$'000 | Director FeeUS$'000 | Share-based payments**US$'000 | TotalUS$'000 | Number of options |
Mr. Wang Chao Yong | 75 | - | (233) | (158) | 4,000,000 |
Mr. Chris A Rynning | 137 | - | (176) | (39) | 3,500,000 |
Mr. Niklas Ponnert | 113 | - | (176) | (63) | 5,300,000 |
Mr. Christopher Jemmett | - | 55 | - | 55 | 100,000 |
325 | 55 | (585) | (205) | 12,900,000 |
Directors' remuneration for the six months ended 30 June 2011 and number of options held were as follows:
Name | Salaries*US$'000 | Director FeeUS$'000 | Share-based payments**US$'000 | TotalUS$'000 | Number of options | |||
Mr. Wang Chao Yong | 75 | - | 176 | 251 | 4,000,000 | |||
Mr. Chris A Rynning | 137 | - | 176 | 313 | 1,000,000 | |||
Mr. Niklas Ponnert | 113 | - | 175 | 288 | 2,800,000 | |||
Mr. Christopher Jemmett | - | 134 | - | 134 | 100,000 | |||
Mr. Dipankar Basu*** | - | 74 | - | 74 | 100,000 | |||
325 | 208 | 527 | 1,060 | 8,000,000 | ||||
* Short term employee benefits
** Share-based payments refer to expenses arising from the Company's share option scheme (see note 22 for details).
*** Resigned from the Board on 16 February 2011.
8 Operating segment information
Operating segments are components of the entity whose results are regularly reviewed by the entity's chief operating decision-maker to make decisions about resources to be allocated to the segment and to assess its performance. The chief operating decision-maker for the Group is considered to be the Chief Executive Officer. The Group's operating segments has been defined based on the types of investments which was equity investment, debt instrument and partnership interest in 2012 and 2011.
For the six months ended 30 June 2012 (Unaudited)
Unlisted | Listed | Total | |||||||
Equity | Debt | Partnership | Total | Equity | Debt | Partnership | Total | ||
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
Investment loss: | |||||||||
Realised losses on disposal of investments | - | - | - | - | (236) | - | - | (236) | (236) |
Unrealised losses on investments* | (29,970) | (328) | - | (30,298) | (8,916) | - | - | (8,916) | (39,214) |
Share of loss of an associate | - | (2) | - | (2) | - | - | - | - | (2) |
Share of loss of joint ventures | (18) | - | - | (18) | - | - | - | - | (18) |
Income from loans | - | 1,021 | - | 1,021 | - | - | - | - | 1,021 |
Dividends | 49 | - | - | 49 | - | - | - | - | 49 |
(29,939) | 691 | - | (29,248) | (9,152) | - | - | (9,152) | (38,400) | |
Net divestment/(investment) | |||||||||
Net proceeds of divestment | - | - | - | - | 1,150 | - | - | 1,150 | 1,150 |
Investment | - | (5,908) | - | (5,908) | (4,675) | - | - | (4,675) | (10,583) |
Balance sheet | |||||||||
Investment portfolio* | 158,890 | 43,282 | 12,500 | 214,672 | 15,027 | - | - | 15,027 | 229,699 |
* Derivative financial assets included except for derivative component of CZDP.
The Group's geographical areas based on the location of investment assets (non-current assets), are defined primarily as China, Mongolia and Australia, as presented in the following table.
For the six months ended 30 June 2012 (Unaudited)
Europe | China | Mongolia | Rest of Asia | North America | SouthAfrica | Australia | Total | |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
Investment income/(losses): | ||||||||
Realised losses on disposal of investments | (142) | - | (94) | - | - | - | - | (236) |
Unrealised (losses)/gains on investments* | (196) | (1,090) | (27,054) | - | (1,499) | 5 | (9,380) | (39,214) |
Share of loss of an associate | - | (2) | - | - | - | - | - | (2) |
Share of loss of joint ventures | - | (18) | - | - | - | - | - | (18) |
Income from loans | 80 | 563 | - | - | - | - | 378 | 1,021 |
Dividends | - | 44 | 5 | - | - | - | - | 49 |
(258) | (503) | (27,143) | - | (1,499) | 5 | (9,002) | (38,400) | |
Net divestment/(investment) | ||||||||
Net proceeds of divestment | 11 | - | 1,139 | - | - | - | - | 1,150 |
Investment | - | (7,292) | (2,541) | - | - | (750) | - | (10,583) |
Balance sheet | ||||||||
Investment portfolio* | 5,163 | 75,902 | 113,139 | - | 1,190 | 8,682 | 25,623 | 229,699 |
8 Operating segment information (Continued)
For the six months ended 30 June 2011 (Unaudited)
Unlisted | Listed | Total | |||||||
Equity | Debt | Partnership | Total | Equity | Debt | Partnership | Total | ||
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
Investment income/(losses): | |||||||||
Realised losses on disposal of investments | (7) | - | - | (7) | (20) | - | - | (20) | (27) |
Unrealised gains/(losses) on investments* | 25,665 | 115 | - | 25,780 | (365) | - | - | (365) | 25,415 |
Share of loss of an associate | (2) | - | - | (2) | - | - | - | - | (2) |
Loss from loans | - | (1,789) | - | (1,789) | - | - | - | - | (1,789) |
25,656 | (1,674) | - | 23,982 | (385) | - | - | (385) | 23,597 | |
Net divestment/(investment) | |||||||||
Net proceeds of divestment | 8,880 | 1,200 | - | 10,080 | - | - | - | - | 10,080 |
Investment | (37,731) | (11,418) | - | (49,149) | - | - | - | - | (49,149) |
Balance sheet | |||||||||
Investment portfolio* | 179,252 | 32,274 | - | 211,526 | 11,028 | - | - | 11,028 | 222,554 |
For the six months ended 30 June 2011 (Unaudited)
Europe | China | Mongolia | Rest of Asia | North America | SouthAfrica | Australia | Total | |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
Investment income/(losses): | ||||||||
Realised losses on disposal of investments | - | (7) | (20) | - | - | - | - | (27) |
Unrealised gains/(losses) on investments | 558 | 7,031 | 22,638 | (392) | 133 | (7,351) | 2,798 | 25,415 |
Share of loss of an associate | - | (2) | - | - | - | - | - | (2) |
Income/(loss) from loans | 80 | 136 | - | 13 | - | (2,406) | 388 | (1,789) |
638 | 7,158 | 22,618 | (379) | 133 | (9,757) | 3,186 | 23,597 | |
Net divestment/(investment) | ||||||||
Net proceeds of divestment | - | 8,580 | 1,500 | - | - | - | - | 10,080 |
Investment | (600) | (31,366) | (17,183) | - | - | - | - | (49,149) |
Balance sheet | ||||||||
Investment portfolio* | 7,218 | 64,285 | 93,321 | - | 7,508 | 15,934 | 34,288 | 222,554 |
9 Finance income and costs
|
| (Unaudited) Six months ended 30 June 2012 US$'000 | (Unaudited) Six months ended 30 June 2011 US$'000 |
Finance income | |||
Bank interest | 211 | 25 | |
211 | 25 | ||
Finance costs | |||
Bank charges | (110) | (55) | |
Interest expenses of convertible zero dividend preference shares | (2,102) | (1,237) | |
(2,212) | (1,292) | ||
Total | (2,001) | (1,267) |
10 Income tax
No provision for current tax was made for the year as the subsidiaries had no assessable profit. As the Company is not in receipt of income from Manx land or property and does not hold a Manx banking licence, it is taxed at the standard rate of zero per cent on the Isle of Man. As the Company is quoted on AIM market of the London Stock Exchange, it is outside the scope of the Attribution Regime for Individuals.
(Unaudited) Six months ended 30 June 2012US$'000 | (Unaudited) Six months ended 30 June 2011US$'000 | |
Current taxes | ||
Current year | - | 263 |
Deferred taxes | ||
Deferred income taxes* | (104) | (124) |
Total income taxes in the statement of comprehensive income | (104) | 139 |
* The deferred income tax relates to net change in fair value loss of Celadon Mining Ltd and convertible option of China Rice Ltd, estimated in accordance with the relevant tax laws and regulations in the PRC based on a tax rate of 10 per cent.
11 (Loss)/earnings per share
Numerator | (Unaudited) Six months ended 30 June 2012 US$'000 | (Unaudited) Six months ended 30 June 2011 US$'000 | |
(Loss)/profit for the period attributable to owners of the parent as used in the calculation of basic (loss)/earnings per share | (37,182) | 19,280 | |
Interest on convertible zero dividend preference shares | - | 1,237 | |
(Loss)/profit for the period attributable to owners of the parent as used in the calculation of diluted (loss)/earnings per share | (37,182) | 20,517 | |
Denominator | (Unaudited) 30 June 2012 Number of shares | (Unaudited) 30 June 2011 Number of shares | |
Weighted average number of ordinary shares for basic (LPS)/EPS | 354,183,558 | 297,563,069 | |
Effect of dilution: | |||
Weighted average number of convertible zero dividend preference shares for basic (LPS)/EPS | - | 39,430,067 | |
Share of options | - | 7,032,534 | |
Weighted average number of ordinary shares adjusted for the effect of dilution | 354,183,558 | 344,025,670 | |
Basic (loss)/earnings per share | (10.50) cents | 6.48 cents | |
Diluted (loss)/earnings per share | (10.50) cents | 5.96 cents | |
12 Investments at fair value through profit or loss
As at 30 June 2012 (Unaudited)
Name* | Country of incorporation | Fair Value hierarchy level | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
China Cleantech Partners, L.P.**** | Cayman | 3 | 50.1% | 12,500 | 12,500 |
Trafigura Origo Joint Venture LLC ***** | Mongolia | 3 | 50.0% | 400 | 400 |
IRCA Holdings Ltd | British Virgin Islands | 3 | 49.1% | 9,505 | - |
Resources Investment Capital Ltd | British Virgin Islands | 3 | 38.5% | 287 | 287 |
Roshini International Bio Energy Corporation | British Virgin Islands | 3 | 35.9% | 17,050 | - |
China Rice Ltd | British Virgin Islands | 3 | 32.1% | 13,000 | 13,000 |
Kincora Copper Ltd*** | Canada | 3 | 29.2% | 4,706 | 7,028 |
Niutech Energy Ltd | British Virgin Islands | 3 | 21.1% | 6,350 | 6,350 |
Moly World Ltd | British Virgin Islands | 3 | 20.0% | 10,000 | 10,000 |
R.M.Williams Agricultural Holdings Pty Ltd | Australia | 3 | 17.5% | 20,000 | 22,651 |
Unipower Battery Ltd | Cayman Islands | 3 | 16.5% | 4,301 | 4,301 |
Fans Media Co., Ltd | British Virgin Islands | 3 | 14.3% | 2,360 | 2,360 |
Gobi Coal & Energy Ltd*** | British Virgin Islands | 3 | 14.0% | 14,960 | 66,970 |
Celadon Mining Ltd | British Virgin Islands | 3 | 9.7% | 13,069 | 23,661 |
Staur Aqua AS | Norway | 3 | 9.2% | 719 | 530 |
HaloSource, INC. | USA | 1 | 4.3% | 3,121 | 1,190 |
Voyager Resource Ltd*** | Australia | 1 | 3.5% | 4,776 | 947 |
Bach Technology GmbH | Germany | 3 | 2.5% | 60 | 185 |
Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd ** | British Virgin Islands | 3 | 2%/1.6% | 5,565 | 4,032 |
Kooky Panda Ltd | Cayman Islands | 3 | 1.2% | 25 | 25 |
Fram Exploration AS | Norway | 3 | 1.1% | 1,501 | 1,491 |
Six Waves Inc | British Virgin Islands | 3 | 1.1% | 240 | 2,600 |
SPT Energy Group Inc | China | 1 | 0.4% | 989 | 875 |
Hilong Holding Ltd | China | 1 | 0.3% | 1,145 | 1,141 |
Other quoted investments*** | Cayman | 1 | 5,252 | 3,845 | |
Total |
| 151,881 | 186,369 |
* There are no significant restrictions that will have an impact on ability to transfer of these investments, except a lock up of the shares of Kincora Copper Ltd which will expire in July 2014.
** 2% equity stake in Rising Technology Corporation Ltd and 1.6% beneficial interest in Beijing Rising Information Technology Ltd, a company incorporated in the PRC, under a nominee agreement.
*** Investments held by China Commodities Absolute Return Ltd ("CCF") and MSE Liquidity Fund ("MSE Fund"), the funds managed by the Group. The Group ceased to recognize CCF as an investment at FVTPL on 1 May 2011 when its ownership in CCF increased to 60% and instead recognized its separate assets and liabilities.
**** A private equity fund focusing on China's cleantech sectors, jointly formed and co-managed by the Group and EFMI Limited on 50/50 basis.
***** A company focusing on mineral and metal exploration, jointly formed and co-managed by the Group and Eltrana LLC on 50/50 basis.
12 Investments at fair value through profit or loss (Continued)
The proportion of ownership interest held by CCF in unlisted investments is as follows:
Name* | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
Gobi Coal & Energy Ltd | 0.2% | 252 | 1,128 |
Kincora Copper Ltd | 4.5% | 1,063 | 1,094 |
Voyager Resource Ltd | 0.5% | 589 | 134 |
In accordance with IFRS 7: Financial Instruments: Disclosures, financial instruments recognized at fair value are required to be analysed between those whose fair value is based on:
a) Quoted prices in active markets for identical assets or liabilities (Level 1);
b) Those involving inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and
c) Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
During the period, there were no transfers between Levels.
Statement of changes in investments at fair value through profit or loss based on level 3:
(Unaudited) Six month ended 30 June 2012 US$'000 | (Audited) 2011 US$'000 | |
Opening balance | 210,242 | 127,963 |
Acquisitions | 127 | 63,050 |
Proceeds from disposals of investments | (13) | (14,387) |
Increase upon the consolidation of CCF and MSE | - | 2,773 |
Net exchange difference | 411 | (266) |
Movement in unrealised (losses)/gains on investments | ||
- In profit or loss | (32,396) | 38,402 |
Transfers out of Level 3 | - | (7,293) |
Closing balance | 178,371
| 210,242 |
12 Investments at fair value through profit or loss (Continued)
As at 30 June 2011 (Unaudited)
Name* | Country of incorporation | Fair Value hierarchy level | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
IRCA Holdings Ltd | British Virgin Islands | 3 | 49.1% | 9,505 | 2,104 |
Resource Investment Capital Ltd | British Virgin Islands | 3 | 39.8% | 287 | 287 |
Roshini International Bio Energy Corporation | British Virgin Islands | 3 | 35.9% | 17,050 | - |
China Rice Ltd | British Virgin Islands | 3 | 32.1% | 13,000 | 13,000 |
Kincora Group Ltd*** | British Virgin Islands | 3 | 25.0% | 2,925 | 11,086 |
Moly World Ltd | British Virgin Islands | 3 | 20.0% | 10,000 | 10,000 |
R.M.Williams Agricultural Holdings Pty Ltd | Australia | 3 | 19.3% | 20,000 | 31,229 |
Gobi Coal & Energy Ltd*** | British Virgin Islands | 3 | 17.9% | 14,960 | 66,744 |
Niutech Energy Ltd (Achieve Stars Development Ltd) | British Virgin Islands | 3 | 17.1% | 4,700 | 4,700 |
Unipower Battery Ltd | Cayman Islands | 3 | 16.5% | 4,301 | 4,301 |
Fans Media Co., Ltd | British Virgin Islands | 3 | 14.3% | 2,360 | 2,360 |
Celadon Mining Ltd | British Virgin Islands | 3 | 9.7% | 13,069 | 24,358 |
Staur Aqua AS | Norway | 3 | 9.2% | 719 | 804 |
HaloSource Inc | USA | 3 | 4.3% | 3,121 | 7,226 |
Brazilian Diamonds Ltd*** | Canada | 1 | 3.5% | 94 | 322 |
Bach Technology GmbH | Germany | 3 | 2.5% | 60 | 206 |
Kooky Panda Ltd | Cayman Islands | 3 | 1.2% | 25 | 25 |
Fram Exploration AS | Norway | 3 | 1.1% | 1,501 | 1,662 |
Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd** | British Virgin Islands | 3 | 2%/1.6% | 5,565 | 5,321 |
Other quoted investments*** | 1 | 3,016 | 2,811 | ||
Total |
| 126,258 | 188,546 |
12 Investments at fair value through profit or loss (Continued)
As at 31 December 2011 (Audited)
Name* | Country of incorporation | Fair Value hierarchy level | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
China Cleantech Partners, L.P.**** | Cayman | 3 | 50.1% | 12,500 | 12,500 |
Trafigura Origo Joint Venture LLC ***** | Mongolia | 3 | 50.0% | 400 | 400 |
IRCA Holdings Ltd | British Virgin Islands | 3 | 49.1% | 9,505 | - |
Resources Investment Capital Ltd | British Virgin Islands | 3 | 38.5% | 287 | 287 |
Roshini International Bio Energy Corporation | British Virgin Islands | 3 | 35.9% | 17,050 | - |
Kincora Copper Ltd*** | Canada | 3 | 33.2% | 4,592 | 11,454 |
China Rice Ltd | British Virgin Islands | 3 | 32.1% | 13,000 | 13,000 |
Niutech Energy Ltd | British Virgin Islands | 3 | 21.1% | 6,350 | 6,350 |
Moly World Ltd | British Virgin Islands | 3 | 20.0% | 10,000 | 10,000 |
R.M. Williams Agricultural Holdings Pty Ltd | Australia | 3 | 17.5% | 20,000 | 29,551 |
Unipower Battery Ltd | Cayman Islands | 3 | 16.5% | 4,301 | 4,301 |
Fans Media Co., Ltd | British Virgin Islands | 3 | 14.3% | 2,360 | 2,360 |
Gobi Coal & Energy Ltd*** | British Virgin Islands | 3 | 14.3% | 14,960 | 87,061 |
Celadon Mining Ltd | British Virgin Islands | 3 | 9.7% | 13,069 | 23,325 |
Staur Aqua AS | Norway | 3 | 9.2% | 719 | 528 |
HaloSource, INC. | USA | 1 | 4.3% | 3,121 | 2,689 |
Voyager Resource Ltd*** | Australia | 1 | 3.5% | 4,871 | 3,236 |
Bach Technology GmbH | Germany | 3 | 2.5% | 60 | 184 |
Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd** | British Virgin Islands | 3 | 2%/1.6% | 5,565 | 4,828 |
Kooky Panda Ltd | Cayman Islands | 3 | 1.2% | 25 | 25 |
Six Waves Inc | British Virgin Islands | 3 | 1.1% | 240 | 2,600 |
Fram Exploration AS | Norway | 3 | 1.1% | 1,495 | 1,488 |
Other quoted investments*** | 1 | 3,860 | 3,029 | ||
Total |
|
|
| 148,330 | 219,196 |
13 Investment in an associate
The following entity meets the definition of an associate and has been accounted for in the consolidated financial statements on an equity basis:
As at 30 June 2012 (Unaudited)
Name | Country of incorporation | Proportion of voting rights held |
Dragon Ports Ltd ("DP") | British Virgin Islands | 33.96% (Owned by Ascend Ventures Ltd) |
Amounts relating to the associate for the six months ended 30 June 2012 are as follows:
US$'000 | |
Total assets | 1,076 |
Total liabilities | 709 |
Revenue | 161 |
Loss | (7) |
As at 30 June 2011 (Unaudited)
Name | Country of incorporation | Proportion of voting rights held |
Dragon Ports Ltd ("DP") | British Virgin Islands | 44.7% (Owned by Ascend Ventures Ltd) |
Amounts relating to the associate for the six months ended 30 June 2011 are as follows:
US$'000 | |
Total assets | 1,415 |
Total liabilities | 794 |
Revenue | 316 |
Loss | (4) |
As at 31 December 2011 (Audited)
Name | Country of incorporation | Proportion of voting rights held |
Dragon Ports Ltd | British Virgin Islands | 33.96% (Owned by Ascend Ventures Ltd) |
Amounts relating to the associate for 2011 are as follows:
| ||
2011 US$'000 |
| |
Total assets | 1,101 |
|
Total liabilities | 706 |
|
Revenues | 302 |
|
Loss | (204) |
|
14 Investment in joint ventures
The Group has the following significant interests in joint ventures, and has been accounted for in the Group's consolidated financial statements as of the 30 June 2012 on an equity basis:
Name | Country of incorporation | Proportion of voting rights held |
China CleanTech GP Ltd ("GP") | Cayman | 50% (Owned by Origo Partners Plc) |
China CleanTech AMC Ltd ("AMC") | Cayman | 50% (Owned by Origo Partners Plc) |
Amounts relating to the joint ventures for 30 June 2012 are as follows:
(Unaudited) 30 June 2012 (GP) | (Unaudited) 30 June 2012 (AMC) | |
US$'000 | US$'000 | |
Current assets | 8 | 137 |
Non-current assets | 312 | 5 |
Total assets | 320 | 142 |
Current liabilities | 16 | 27 |
Non-current liabilities | 220 | 100 |
Total liabilities | 236 | 127 |
Income | - | - |
Expenses | (3) | (33) |
Other comprehensive income | - | - |
Total loss | (3) | (33) |
Amounts relating to the joint ventures for 31 December 2011 are as follows:
2011(GP) | 2011 (AMC) | |
US$'000 | US$'000 | |
Current assets | 10 | 167 |
Non-current assets | 312 | 5 |
Total assets | 322 | 172 |
Current liabilities | 15 | 107 |
Non-current liabilities | 220 | 100 |
Total liabilities | 235 | 207 |
Income | - | - |
Expenses | (14) | (54) |
Other comprehensive income | - | - |
Total loss | (14) | (54) |
There are no outstanding commitments and contingent liabilities related to the joint ventures.
15 Loans
The Group has entered into convertible credit agreements and has the right to convert the outstanding principal balance of relevant loans into borrower's shares according to certain conversion conditions, and loan agreements with certain investee companies as set forth in the table below.
As at 30 June 2012 (Unaudited)
Loan rates | Loan principal | Loans due within one year | Loans due after one year | Fair value | |
Borrower | % | US$'000 | US$'000 | US$'000 | US$'000 |
Convertible credit agreements* | |||||
China Rice Ltd | 4 | 15,000 | 5,000 | 10,000 | 15,000 |
Unipower Battery Ltd | 6 | 9,000 | 9,000 | - | 9,000 |
IRCA Holdings Ltd | 8-18 | 11,645 | 6,047 | 894 | 6,941 |
Staur Aqua AS | 15 | 3,848 | 786 | 2,171 | 2,957 |
R.M. Williams Agricultural Holdings Pty Ltd | 20 | 3,090 | 2,972 | - | 2,972 |
Dragon Ports Ltd | - | 174 | 152 | - | 152 |
Roshini International Bio Energy Corporation | - | 425 | - | - | - |
Sub-total | 43,182 | 23,957 | 13,065 | 37,022 | |
Loan rates | Loan principal | Loans Due within one year | Loans due after one year | Amortised cost | |
Borrower | % | US$'000 | US$'000 | US$'000 | US$'000 |
Loan agreements* | |||||
IRCA Holdings Ltd | 6-10 | 3,158 | - | 1,741 | 1,741 |
Shanghai Evtech New Energy Technology Ltd | - | 510 | 510 | - | 510 |
China CleanTech GP Ltd | - | 110 | 110 | - | 110 |
China CleanTech AMC Ltd | - | 50 | 50 | - | 50 |
View Step Corporation Ltd | - | 25 | - | 25 | 25 |
China Silvertone Investment Co Ltd | - | 478 | - | - | - |
Sub-total |
| 4,331 | 670 | 1,766 | 2,436 |
Total |
| 47,513 | 24,627 | 14,831 | 39,458 |
* Loans in relation to convertible credit agreements are measured at fair value. Loans in relation to loan agreements are measured at amortised cost using the effective interest rate method less any identified impairment losses. There are no breaches under the terms and conditions of loan agreements.
15 Loans (Continued)
As at 30 June 2011 (Unaudited) | |||||
Loan rates | Loan principal | Loans due within one year | Loans due after one year | Fair value | |
Borrower | % | US$'000 | US$'000 | US$'000 | US$'000 |
Convertible credit agreements* | |||||
Dragon Ports Ltd | - | 173 | 173 | - | 173 |
IRCA Holdings Ltd | 8-18 | 11,645 | 7,245 | 4,400 | 11,645 |
Kincora Group Ltd | - | 500 | - | 500 | 500 |
R.M.Williams Agricultural Holdings Pty Ltd | 20 | 3,090 | - | 3,060 | 3,060 |
Roshini International Bio-Energy Corporation | - | 392 | - | - | - |
Staur Aqua AS | 15 | 3,848 | 4,492 | - | 4,492 |
Unipower Battery Ltd | 6 | 9,000 | - | 9,000 | 9,000 |
Sub-total | 28,648 | 11,910 | 16,960 | 28,870 | |
Loan rates | Loan principal | Loans Due within one year | Loans due after one year | Amortised cost | |
Borrower | % | US$'000 | US$'000 | US$'000 | US$'000 |
Loan agreements* | |||||
China Silvertone Investment Co Ltd | - | 478 | - | 478 | 478 |
Shanghai Evtech New Energy Technology Ltd | - | 197 | 197 | - | 197 |
IRCA Holdings Ltd | 6-10 | 2,158 | - | 2,184 | 2,184 |
Smartron 5 Inc | - | 520 | - | 520 | 520 |
View Step Corporation Ltd | - | 25 | - | 25 | 25 |
Sub-total | 3,378 | 197 | 3,207 | 3,404 | |
Total |
| 32,026 | 12,107 | 20,167 | 32,274 |
15 Loans (Continued)
As at 31 December 2011 | |||||
Loan rates | Loan principal | Loans due within one year | Loans due after one year | Fair value | |
Borrower | % | US$'000 | US$'000 | US$'000 | US$'000 |
Convertible credit agreements* | |||||
China Rice Ltd | 4 | 10,000 | - | 10,000 | 10,000 |
Unipower Battery Ltd | 6 | 9,000 | 9,000 | - | 9,000 |
IRCA Holdings Ltd | 8-18 | 11,645 | 5,391 | 1,549 | 6,940 |
Staur Aqua AS | 15 | 3,848 | 2,950 | - | 2,950 |
R.M. Williams Agricultural Holdings Pty Ltd | 20 | 3,090 | 2,930 | - | 2,930 |
Dragon Ports Ltd | - | 173 | 154 | - | 154 |
Roshini International Bio Energy Corporation | - | 424 | - | - | - |
Sub-total | 38,180 | 20,425 | 11,549 | 31,974 | |
Loan rates | Loan principal | Loans due within one year | Loans due after one year | Amortised cost | |
Borrower | % | US$'000 | US$'000 | US$'000 | US$'000 |
Loan agreements* | |||||
IRCA Holdings Ltd | 6-10 | 2,408 | - | 986 | 986 |
Shanghai Evtech New Energy Technology Ltd | - | 352 | 352 | 352 | |
China CleanTech GP Ltd | - | 110 | - | 110 | 110 |
China CleanTech AMC Ltd | - | 50 | - | 50 | 50 |
View Step Corporation Ltd | - | 25 | - | 25 | 25 |
China Silvertone Investment Co Ltd | - | 478 | - | - | - |
Sub-total |
| 3,423 | 352 | 1,171 | 1,523 |
Total |
| 41,603 | 20,777 | 12,720 | 33,497 |
Statement of changes in loans:
(Unaudited) Six months ended 30 June 2012 US$'000 | (Audited) 2011 US$'000 | |
Opening balance | 33,497 | 34,942 |
Addition | 5,908 | 21,685 |
Repayment | - | (1,650) |
Write-off | (2) | (8,110) |
Conversion of loans into investments | - | (13,240) |
Exchange difference | 55 | (130) |
Closing balance | 39,458 | 33,497 |
16 Derivative financial assets
Fair Value hierarchy level | (Unaudited) 30 June 2012 US$'000 | (Unaudited) 30 June 2011 US$'000 | (Audited) 31 December 2011 US$'000 | |
Warrants | 3 | - | 1,608 | 2,523 |
Derivative component of convertible zero dividend preference shares (see note 19) | 2 | 30 | 3,543 | 261 |
Derivative from convertible options | 3 | 3,824 | - | 4,206 |
Total | 3,854 | 5,151 | 6,990 |
In accordance with the fair value hierarchy described in note 12, derivative financial instruments are measured using level 2 inputs for component of convertible zero dividend preference shares and level 3 for warrants and convertible options.
17 Trade and other receivables
(Unaudited) 30 June 2012 US$'000 | (Unaudited) 30 June 2011 US$'000 | (Audited) 31 December 2011 US$'000 | |
Trade debtors | 379 | 676 | 519 |
Other debtors | 1,667 | 2,460 | 2,582 |
Loan interest receivables | 3,981 | 2,279 | 2,934 |
Prepayments | 328 | 359 | 301 |
Total | 6,355 | 5,774 | 6,336 |
18 Trade and other payables
| (Unaudited) 30 June 2012 US$'000 | (Unaudited) 30 June 2011 US$'000 | (Audited) 31 December 2011 US$'000 |
Trade payables | 1 | 270 | 193 |
Other payables | 910 | 558 | 839 |
Total | 911 | 828 | 1,032 |
19 Liability component of convertible zero dividend preference shares
|
Number of shares | Liability component | Equity component | Early redemption option derivative |
| |||||
US$'000 | US$'000 | US$'000 |
| |||||||
Balance at 1 January 2011 | - | - | - | - | ||||||
Issue of convertible zero dividend preference shares | 60,000,000 | 55,892 | 7,651 | (3,543) | ||||||
Expenses of the issue | - | (2,561) | (189) | - | ||||||
Balance at 9 March 2011 | 60,000,000 | 53,331 | 7,462 | (3,543) | ||||||
Interest expenses on convertible zero dividend preference shares | - | 3,264 | - | - | ||||||
Fair value movement of early redemption option derivative | - | - | - | 3,282 | ||||||
Balance at 1 January 2012 | 60,000,000 | 56,595 | 7,462 | (261) | ||||||
Interest expenses on convertible zero dividend preference shares | - | 2,102 | - | - | ||||||
Fair value movement of early redemption option derivative | - | - | - | 231 | ||||||
Balance at 30 June 2012 | 60,000,000 | 58,697 | 7,462 | (30) | ||||||
On 8 March 2011, the Company issued 60 million convertible zero dividend preference shares ("Convertible Preference Shares") at a price of US$1.00 per share. The Convertible Preference Shares have a maturity period of five years from the issue date and can be converted into 1 ordinary share of the Company at the conversion price of US$0.95 per share at the holder's option at any time between more than 40 dealing days after 8 March 2011 up to 5 dealing days prior to the maturity date and, if it has not been converted, it will be redeemed on maturity at the redemption price of US$1.28 per share (representing a gross redemption yield of 5 per cent per annum at issue).
The Convertible Preference Shares contain a redemption feature which allows for early redemption at the option of issuer. The issuer has the option to redeem all or some of the Convertible Preference Shares subject to the restrictions on redemption described below:
(a) at any time after the second anniversary of 8 March 2011, for a cash sum of US$1.28 per Convertible Preference Share redeemed;
(b) at any time after the second anniversary of 8 March 2011, if in any period of 30 consecutive dealing days the closing middle market price of the ordinary shares of the Company exceeds US$1.235 per ordinary share of the Company on 20 or more of those days, for a cash sum equal to the Accreted Principal Amount in respect of the Convertible Preference Shares being redeemed;
(c) at any time, if less than 15 per cent of the Convertible Preference Shares remain outstanding, for a cash sum equal to the Accreted Principal Amount in respect of the Convertible Preference Shares being redeemed.
The Convertible Preference Shares contain three components, a liability component, an equity component and the early redemption option derivative. The effective interest rate of the liability component is 6.5 per cent. The early redemption option derivative is presented as derivative financial assets in the consolidated statement of financial position and is measured at fair value subsequent to initial recognition with changes in fair value recognized in profit and loss.
20 Provision
| (Unaudited) 30 June 2012 US$'000 | (Unaudited) 30 June 2011 US$'000 | (Audited) 31 December 2011 US$'000 |
USR* | 634 | 2,210 | 1,495 |
Performance incentive provision** | 5,962 | - | 13,357 |
Total | 6,596 | 2,210 | 14,852 |
* The provision relates to the fair value of USR granted to certain directors, executives and key employees under the Company's joint share ownership scheme. Further details about the USR are included in note 22 to the financial statements.
** Refer to note 5 for total performance incentive expenses
21 Issued capital
(Unaudited) 30 June 2012 | (Unaudited) 30 June 2011 | (Audited) 31 December 2011 | ||||
Authorized | Number of shares | £'000 | Number of shares | £'000 | Number of shares | £'000 |
Ordinary shares of £ 0.0001 each | 500,000,000 | 50 | 500,000,000 | 50 | 500,000,000 | 50 |
|
|
|
|
|
|
|
Issued and fully paid | Number of shares | US$'000 | Number of shares | US$'000 | Number of shares | US$'000 |
At beginning of the period | 360,168,501 | 56 | 302,410,168 | 47 | 302,410,168 | 47 |
Issued on 23 December 2011 on placing for cash* | - | - | - | - | 57,758,333 | 9 |
At end of the period/year | 360,168,501 | 56 | 302,410,168 | 47 | 360,168,501 | 56 |
* 57,758,333 ordinary shares were issued to both existing and new shareholders of the Company on 23 December 2011 by way of placing at a price of 36 pence per share.
22 Share option scheme
The Group has a number of share schemes that allow employees to acquire shares in the Company.
The total cost recognized in the statement of comprehensive income is shown below:
(Unaudited) 30 June 2012US$'000 | (Unaudited) 30 June 2011US$'000 | |
Equity-settled option | 348 | 31 |
USR | (861) | 648 |
(513) | 679 |
The following table illustrates the number ("No.") and weighted average exercise prices ("WAEP") of, and movements in share options during the six months ended 30 June 2012 and 2011, and year ended 31 December 2011.
(Unaudited) 30 June 2012 | (Unaudited) 30 June 2011 | (Audited) 31 December 2011 | ||||
| No. | WAEP | No. | WAEP | No. | WAEP |
Outstanding at 1 January | 11,451,932 | 23.45p | 11,451,932 | 23.45p | 11,451,932 | 23.45p |
Granted during the period/year | 13,600,000 | 31.22p | - | - | - | - |
Forfeited during the period/year | (800,000) | (31.00)p | - | - | - | - |
Exercised during the period/year | - | - | - | - | - | - |
Expired during the period/year | - | - | - | - | - | - |
Outstanding at the end of the period/year | 24,251,932 | 27.56p | 11,451,932 | 23.45p | 11,451,932 | 23.45p |
Exercisable at the end of the period/year | 11,635,264 | 11,451,932 |
| 11,451,932 | - |
22 Share option scheme (Continued)
Outstanding options include 6,800,000, 3,500,000,500,000 and 13,600,000 equity-settled options granted on 06 October 2006, 13 March 2008, 06 February 2009 and 02 February 2012 respectively to certain directors and employees of the Company and 651,932 equity-settled options granted on 21 December 2006 to Seymour Pierce Ltd, the Company's former nominated adviser. The Company did not enter into any share-based transactions with parties other than employees during the six months ended 30 June 2012, 2011,2010, 2009, 2008 and 2007, except as described above.
On 16 October 2009, 4,847,099 of USR were granted to certain directors, executives and key employees under the Company's joint share ownership scheme ("JSOS"). 50 per cent of USR will vest 12 months from the date of grant and 50% of USR will vest 24 months from the date of grant. The exercise price of the USR granted is 15.50 pence compounded at 3.5 per cent per annum over the year from the grant date to the exercise date of USR. The fair value of the USRs is estimated at the end of each reporting period using the Black-Scholes option pricing model. The contractual life of each USR granted is 10 years.
The following table illustrates the number ("No.") and weighted average exercise prices ("WAEP") of, and movements in USRs during the six months ended 30 June 2012 and 2011, and year ended 31 December 2011.
(Unaudited) 30 June 2012 | (Unaudited) 30 June 2011 | (Audited) 31 December 2011 | ||||
| No. | WAEP | No. | WAEP | No. | WAEP |
Outstanding at 1 January | 4,847,099 | 15.50p | 4,847,099 | 15.50p | 4,847,099 | 15.50p |
Granted during the period/year | - | - | - | - | - | - |
Forfeited during the period/year | - | - | - | - | - | - |
Exercised during the period/year | (129,032) | 15.50p | - | - | - | - |
Expired during the period/year | - | - | - | - | - | - |
Outstanding at the end of the period/year | 4,718,067 | 15.50p | 4,847,099 | 15.50p | 4,847,099 | 15.50p |
Exercisable at the end of the period/year | 4,718,067 | 2,423,550 |
| 4,847,099 |
The following table lists the inputs to the model used to calculate the fair value of USRs for the period.
Weighted average share price (pence) | 23.25 | ||
Exercise price (pence) | 15.50 | ||
Expected weighted average mature life (years) | 2 | ||
Expected volatility (%) | 33.87 | ||
Expected dividend growth rate (%) | - | ||
Risk-free interest rate (%) | 2.25 |
The volatility assumption, measured at the standard deviation of expected share price returns, was based on a statistical analysis of the Company's daily share prices from 1 July 2009 to 30 June 2012 using source data from Bloomberg.
The carrying amount of the liability relating to the USR as at 30 June 2012 is US$634,223 and the expense recognized as share-based payments during the period is (US$512,900).
23 Related party transactions
Identification of related parties
The Group has a related party relationship with its subsidiaries, joint ventures, associates and key management personnel. Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.
Transactions with key management personnel
The Group's key management personnel are the Executive and Non-executive directors as identified in note 7. Other than as disclosed above, there were no other significant transactions with key management personnel during the period.
Trading transactions
The following table provides the total amount of significant transactions and outstanding balances which have been entered into with related parties during the six months ended 30 June 2012 and 30 June 2011, and the year ended 31 December 2011.
(Unaudited) 30 June 2012 US$'000 | (Unaudited) 30 June 2011 US$'000 | (Audited) 31 December 2011 US$'000 | |
Amounts due from/(to) related parties* | |||
Origo Advisers Ltd** | (5,809) | 3 | (13,204) |
GLG Partners LP | - | 268 | 144 |
Chris Andre Rynning *** | 79 | 13 | 5 |
Sales to related parties | |||
GLG Partners LP | - | 556 | 748 |
Performance incentive | |||
Origo Advisers Ltd** | (7,395) | - | 13,357 |
Purchases from related parties | |||
Li Yi Fei | - | 191 | 383 |
GLG Partners LP | - | - | 21,649 |
Transactions with personnel | |||
Luke Leslie**** | - | - | 45 |
* The amounts are unsecured, non-interest bearing and have no fixed terms of repayment. In the opinion of the directors, the Company will demand the amounts within 12 months from the reporting date. Accordingly, the amounts are shown as current.
** Origo Advisers Ltd is controlled by entities whose ultimate beneficiaries include two Directors of the Company (Mr. Rynning and Mr. Ponnert).
*** Chris Andre Rynning is a director of the Company.
**** Luke Leslie is a director of CCF which is one of subsidiaries of the Group. The amount is the performance incentive according to the advisory agreement between CCF and the Group.
24 Commitments and contingencies
·; In April 2010, the Company entered into an irrevocable Standby Letter of Credit ("L/C") with Standard Chartered Bank (Hong Kong) Ltd for an aggregate amount up to US$3 million, which was increased to US$3.5 million in June 2011, to secure the credit facilities granted by ABSA Bank Ltd to IRCA Holdings Ltd. The L/C will expire on 31 December 2012.
·; In May 2011, the Company entered into a guarantee agreement maturing in April 2013 with IRCA Holdings Ltd and Mr. Malcolm Stephen Paul to guarantee the repayment of loans of up to US$500,000 extended by Mr. Malcolm Stephen Paul to IRCA Holdings Ltd.
There were no other material contracted commitments or contingent assets or liabilities at 30 June 2012 (31 December 2011: none) that have not been disclosed in the interim consolidated financial statements.
25 Events after the reporting period
·; In July 2012, the Company has entered into a non-brokered private placement offering with Kincora Copper Ltd of a convertible note in the aggregate principal amount of up to CAD2.5 million due and payable three years from the date of issuance.
·; In July 2012, the Company made further subscriptions of US$5 million in MSE, at which point the Company's ownership increased to 88 per cent.
Directors, Advisors and Other Information
Directors | Wang Chao Yong, Executive Chairman |
Chris Rynning, Chief Executive Officer | |
Niklas Ponnert, Chief Financial Officer | |
Christopher Jemmett, Non-Executive Director Lionel de Saint-Exupery, Non-Executive Director | |
Tom Preststulen, Non-Executive Director | |
Country of incorporation of parent company | Isle of Man |
Company number | 005681V |
Auditors | Ernst & Young LLC |
Rose House, 51-59 Circular Road | |
Douglas | |
Isle of Man IM1 1AZ, United Kingdom | |
Nominated adviser | Liberum Capital Ltd. |
Ropemaker Place, Level 12 | |
25 Ropemaker Street | |
London, EC2Y 9AR | |
Solicitors to the company | Charles Russell LLP |
5 Fleet Place | |
London, EC4M 7RD | |
Public relations advisers | Aura Financial LLP |
The Economist Plaza, | |
7th Floor, | |
27 St James's Street, | |
London, SW1A 1HA | |
Broker | Liberum Capital Ltd. |
Ropemaker Place, Level 12 | |
25 Ropemaker Street | |
London, EC2Y 9AR |
Related Shares:
OPP.L