5th Sep 2013 07:00
5 September 2013
Origo Partners Plc
("Origo" or the "Group")
Interim Financial Report for the six months ended 30 June 2013
Highlights for the six months ended 30 June, 2013 ("the Period"):
· Total investments of US$4.2 million in existing portfolio companies
· Investment loss of US$37.1 million (30 June 2012 investment loss: US$38.6 million)
· Loss before tax of US$40.1 million (30 June 2012 loss before tax: US$37.3 million)
· Net asset value of US$131.2 million (31 December 2012: US$171.5 million, 30 June 2012: US$204.2 million)
· Net asset value per share of US$0.38 (31 December 2012: US$0.49), equivalent to 25 pence (31 December 2012: 30 pence)*
· Closing net cash position of US$8.9 million
* translated into British Sterling at the prevailing exchange rate at the end of the Period
Chief Executive's Statement
The global economic uncertainty which characterised the majority of 2012 has continued into the first half of 2013, creating a very difficult operating environment for Origo and a number of our portfolio companies. It is against this backdrop of uncertainty that, as previously announced, the Group completed a strategic review and adjusted our current strategy accordingly.
The revised strategy is made up of four key elements: a significant reduction in operating costs; a halt to new investments until further notice; a renewed focus on creating realisations; and the postponement of our planned expansion in Myanmar. Whilst the implementation of the revised strategy will have a significant impact on both the Group and our employees, the Board believes that it is necessary and in the interests of our shareholders.
We believe the revised strategy will enable us to maximise shareholder value and ensure that the Group is positioned to endure the on-going period of economic uncertainty whilst enabling us to focus on delivering value from our existing investments.
In line with the Groups cautious approach to capital management, in February of this year, we successfully extended the maturity of our convertible zero-dividend preference shares ("C-ZDPs") by 18 months to September 2017. As a result we have no significant near term debt maturities.
In the period, the Remuneration Committee commissioned an independent third-party study to benchmark the compensation of Origo's executive directors and senior professionals. The study found the compensation of Origo's executives and staff ranks in the lowest quartile of a broad peer-group of investment vehicles of similar size. This reflects the 73 per cent decline in Directors' remuneration since 2008 and the fact that there has been no increase in the cash element of the executive directors' remuneration from 2007 to 2012. Nevertheless, the Remuneration Committee will continue to keep all elements of the Company's policies under review to ensure they are commensurate with the Group's financial and operating performance.
Financial performance
In general, the underlying performance of our portfolio during the first half of 2013 has been satisfactory, in spite of the continuing economic and political challenges in both Mongolia and China.
However, the Directors' estimate of the fair value of Origo's portfolio of investments decreased to US$174.5 million from US$209.0 million as at 31 December 2012, after total investments of US$4.2 million in existing portfolio companies during the Period. The decrease principally reflects a reduction in the fair value of two key investments.
We reduced the carrying value of our investment in Gobi Coal and Energy by 50 per cent from US$53.6 million to US$26.8 million, reflecting the depressed valuations of junior mining companies across the world, pricing developments at the Chinese/Mongolian border, and negative investor sentiments towards Mongolia.
We also wrote off the total value of our position in R M Williams Agricultural Holdings ("RMWAH") to zero. We had already written down the equity value in the business as of year-end 2012 in the context of difficulties in refinancing a senior bank debt facility. As the company has subsequently entered into administration, the Directors have decided to write off the remaining equity value and adopt the same treatment of our second ranking debt position until such time the realization strategy, and resulting recoveries, becomes clear.
Total other administrative expenses reached US$7.9 million (30 June 2012: US$4.5 million), which include one-off provisions of US$3.7 million in respect of debts from RMWAH and certain portfolio companies and US$0.6 million in respect of pension accruals which had not been recognized in the periods to which they relate.
The Group recorded a loss before tax of US$40.1 million, compared to a loss before tax of US$37.3 million in the corresponding period in 2012.
At the end of the Period, the Group had cash and cash equivalents of US$14.7 million compared to US$35.6 million as at June 30 2012. Payables to debtors and other liabilities equalled US$5.8 million (excluding USR fair value movements, provisions for performance incentives and the liability component of the C-ZDP) leaving the Group with a net cash position of US$8.9 million.
The Group also has interests totalling US$9.5 million in listed investments and funds it manages which invest in quoted investments. Additionally, Origo holds a US$15million partnership interest in China Cleantech Partners, which remains uncommitted.
The Group reported net asset value of US$131.2 million at the end of the Period, compared to US$171.5 million as at 31 December 2012 and US$204.2 million as at 30 June 2012, representing a net asset value per share of US$0.38.
Strategy and outlook
Apparently concerned with a slowing economy, Chinese Premier Li Keqiang launched a "mini-stimulus" underpinning GDP growth in the first half of 2013. This clearly shows the new leadership will use both fiscal and monetary policies to ensure that growth is upheld, new jobs are created and a hard landing in China avoided. The plans focused on how to stimulate less developed areas through telecommunications upgrades, investments in environmental technologies and energy conservation as well as a railway construction plan for western China, all aimed at stimulating growth and sustainable development.
If the administration thinks intervention is required to meet short term GDP targets, then we expect that fiscal measures are more likely than monetary ones. China simply has too large of a "cash build up" both domestically and abroad and more of this cash will need to be invested, probably in November and December 2013.
The new leadership in Beijing seems to fundamentally believe in the market economy. Current reforms are aimed at stimulating growth, particularly in private investment, which are good signs for the stability of the economy and the country itself. We therefore expect the third plenary session of the 18th National Congress of the Communist Party of China in Beijing will see more financial reform and continued directed fiscal measures to support growth, but sweeping land and SOE reforms will take longer to deliver.
The re-election of the incumbent Government in Mongolia has been positive, and there are encouraging signs that the Government will take a more pragmatic approach to resource nationalism. The implementation of the New Security Law, recent announcements regarding the development of Oyu Tolgoi and proceeds from Sovereign Bond issues may prove to be key catalysts for future economic growth and foreign investment. This may in time lead to improved prospects for exits and other value creating transactions, however, despite these positive steps the Mongolian economy remains in a fragile state, as evidenced by the Tugrik's depreciation this year. The situation in Mongolia is improving.
Additionally, in spite of the continuing uncertainty in international commodity markets, we remain convinced that the key underlying drivers of demand for commodities such as coal and copper remain strong.
Despite what has undoubtedly been an extremely challenging period for Origo, we continue to believe in the fundamental quality of our investments. Achieving exits in the current market will be difficult, however we are confident that our aggressive cost cutting, lack of near term debt maturities and cautious approach to making investments will provide us with the flexibility to realise exits at a level which delivers maximum value for shareholders.
The strategic and cost cutting initiatives are being monitored on an on-going basis by the Board and senior management and, should prevailing market conditions change, the Company will provide updates as appropriate on their impact on these initiatives.
ENDS
Origo Partners plc Chris Rynning Niklas Ponnert |
|
Nominated Adviser and Joint Broker: Liberum Capital Limited Simon Atkinson / Richard Bootle
| +44 (0)20 3100 2222 |
Joint Broker: Investec Plc Tim Mitchell / Jeremy Ellis | +44 (0)20 7597 4000 |
Public Relations: Aura Financial Andy Mills / Harry Cameron | +44 (0)20 7321 0000 |
AUDITORS' INDEPENDENT REVIEW REPORT
Introduction
We have been engaged by the Company to review the set of financial statements in the interim financial report for the six months ended 30 June 2013 which comprises the interim consolidated statement of comprehensive income, the interimconsolidated statement of financial position, the interimconsolidated statement of cash flows, the interimconsolidated statement of changes in equity and the related notes 1 to 24. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim set of financial statements.
This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" ("ISRE 2410") issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The interim financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the interim financial report in accordance with International Accounting Standard 34, "Interim Financial Reporting" ("IAS 34").
As disclosed in note 2.1, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards issued by the Accounting Standards Board and adopted for the use in the European Union. The set of financial statements in the interim financial report has been prepared in accordance with IAS 34.
Our responsibility
Our responsibility is to express to the Company a conclusion on the set of financial statements in the interim financial report based on our review.
Scope of review
We conducted our review in accordance with ISRE 2410 (UK and Ireland) issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the set of financial statements in the interim financial report for the six months ended 30 June 2013 are not prepared, in all material respects, in accordance with IAS 34.
Ernst & Young LLC
Chartered Accountants
Isle of Man
4 September 2013
Origo Partners Plc
Interim Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2013
(Unaudited) Six months ended 30 June 2013 | (Unaudited) Six months ended 30 June 2012 | ||
Notes | US$'000 | US$'000 | |
Investment (loss)/income: | 3 | ||
Realised (losses) on disposal of investments | (6,708) | (236) | |
Unrealised (losses) on investments | (31,076) | (39,445) | |
Share of (loss) of an associate | - | (2) | |
Share of (loss) of joint ventures | (40) | (18) | |
Income from loans | 691 | 1,021 | |
Dividends | 13 | 49 | |
| (37,120) | (38,631) | |
Fund Consulting fee | 23 | - | |
Consulting services (payable) | 4 | (108) | (165) |
Other income | 15 | 61 | |
Performance fee | |||
- Performance fee receivable from external funds | - | - | |
- Performance incentive | 5 | 2,974 | 7,395 |
Share-based payments | 21 | (76) | 513 |
Other administrative expenses | 6 | (7,925) | (4,480) |
Net loss before finance costs and taxation | (42,217) | (35,307) | |
Foreign exchange (losses)/ gains | (346) | 22 | |
Finance income | 9 | 428 | 211 |
Finance costs | 9 | 2,014 | (2,212) |
(Loss) before tax | (40,121) | (37,286) | |
Income tax | 10 | (34) | 104 |
(Loss) after tax | (40,155) | (37,182) | |
Other comprehensive (loss) | |||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: | |||
Exchange differences on translating foreign operations | (40) | (2) | |
Tax on other comprehensive (loss) | - | - | |
Net other comprehensive (loss) to be reclassified to profit or loss in subsequent periods | (40) | (2) | |
Total comprehensive (loss) after tax | (40,195) | (37,184) | |
(Loss) after tax | |||
Attributable to: | |||
- Owners of the parent | (40,015) | (36,756) | |
- Non-controlling interests | (140) | (426) | |
(40,155) | (37,182) | ||
Total comprehensive (loss) | |||
Attributable to: | |||
- Owners of the parent | (40,055) | (36,758) | |
- Non-controlling interests | (140) | (426) | |
| (40,195) | (37,184) | |
Basic (loss) per share | 11 | (11.52) cents | (10.50) cents |
Diluted (loss) per share | 11 | (11.52) cents | (10.50) cents |
The accompanying notes form an integral part of these financial statements.
Origo Partners Plc
Interim Consolidated Statement of Financial Position
As at 30 June 2013
Assets | Notes | (Unaudited) 30 June 2013 US$'000 | (Unaudited) 30 June 2012 US$'000 | (Audited) 31December 2012 US$'000 |
Non-current assets | ||||
Property, plant and equipment | 105 | 147 | 124 | |
Intangible assets | 9 | 15 | 11 | |
Investments at fair value through profit or loss | 12 | 132,871 | 186,369 | 164,587 |
Loans | 14 | 7,467 | 14,831 | 7,199 |
Investment in joint ventures | 13 | 40 | 48 | 53 |
Derivative financial assets | 15 | 615 | 3,854 | 927 |
| 141,107 | 205,264 | 172,901 | |
Current assets | ||||
Inventories | 3 | 2 | - | |
Trade and other receivables | 16 | 5,382 | 6,355 | 7,823 |
Loans due within one year | 14 | 33,535 | 24,627 | 36,263 |
Cash and cash equivalents | 14,692 | 35,597 | 25,064 | |
| 53,612 | 66,581 | 69,150 | |
Total assets | 194,719 | 271,845 | 242,051 | |
Current liabilities | ||||
Short-term borrowings | 1,200 | - | - | |
Trade and other payables | 17 | 1,557 | 911 | 1,552 |
Performance incentive payable within one year | 17 | 233 | - | 233 |
2,990 | 911 | 1,785 | ||
Non-current liabilities | ||||
Liability component of convertible zero dividend preference shares | 18 | 55,833 | 58,697 | 60,877 |
Provision | 19 | 1,871 | 6,596 | 5,080 |
Deferred income tax liability | 2,843 | 1,442 | 2,809 | |
60,547 | 66,735 | 68,766 | ||
Net assets | 131,182 | 204,199 | 171,500 | |
Equity attributable to owners of the parent | ||||
Issued capital | 20 | 55 | 56 | 55 |
Share premium | 150,302 | 151,023 | 150,379 | |
Share-based payment reserve | 6,411 | 5,876 | 6,109 | |
Retained earnings | (31,609) | 40,734 | 9,241 | |
Translation reserve | (1,417) | (1,429) | (1,377) | |
Equity component of convertible zero dividend preference shares | 8,297 | 7,462 | 7,462 | |
Other reserve | (2,218) | (1,826) | (2,244) | |
129,821 | 201,896 | 169,625 | ||
Non-controlling interests | 1,361 | 2,303 | 1,875 | |
Total equity | 131,182 | 204,199 | 171,500 | |
Total equity and liabilities | 194,719 | 271,845 | 242,051 | |
The accompanying notes form an integral part of these financial statements.
Origo Partners Plc
Interim Consolidated Statement of Cash Flows
For the six months ended 30 June 2013
(Unaudited) | (Unaudited) | ||
Six months ended | Six months ended | ||
30 June 2013 | 30 June 2012 | ||
Notes | US$'000 | US$'000 | |
Loss before tax | (40,121) | (37,286) | |
Adjustments for: | |||
Depreciation and amortisation | 6 | 25 | 26 |
Performance incentive | 5 | (2,974) | (7,395) |
Share-based payments | 21 | 76 | (513) |
Provision for bad debts | 6 | 3,650 | 1,230 |
Realised losses on disposal of investments | 3 | 6,708 | 236 |
Unrealised losses on investments at FVTPL* | 3 | 29,118 | 36,363 |
Unrealised losses/(gains) on loans | 3 | 1,643 | (55) |
Fair value losses on derivative financial assets | 3 | 315 | 3,137 |
Share of loss of an associate | 3 | - | 2 |
Share of loss of joint ventures | 3 | 40 | 18 |
(Income) from loans | 3 | (691) | (1,021) |
Foreign exchange (gains)/losses | 346 | (22) | |
Interest expenses of convertible zero dividend preference shares | 9 | (2,044) | 2,102 |
Purchases of investments at FVTPL | (236) | (4,675) | |
Purchases of loans | (4,001) | (5,908) | |
Proceeds from disposals of investments at FVTPL | 905 | 1,139 | |
Proceeds from disposals of other investments | - | 11 | |
Operating loss before changes in working capital and provisions | (7,240) | (12,611) | |
(Increase) in trade and other receivables | (698) | (202) | |
(Increase)/decrease in trade and other payables | 5 | (121) | |
(Increase) in inventories | (3) | - | |
Net cash outflow from operations | (7,936) | (12,934) | |
Investing activities | |||
(Purchases) of property, plant and equipment | (3) | (16) | |
Net cash flows outflow from investing activities | (3) | (16) | |
Financing activities | |||
Repayment of short-term borrowings | - | (8,544) | |
Short-term borrowings | 1,200 | - | |
Redemption of convertible zero dividend preference shares | (3,000) | - | |
Subscription(MSE) | 324 | - | |
Redemption(CCF&MSE) | (698) | - | |
Net cash flows (outflow) from financing activities | (2,174) | (8,544) | |
Net (decrease) in cash and cash equivalents | (10,113) | (21,494) | |
Effect of exchange rate changes on cash and cash equivalents | (258) | 236 | |
Cash and cash equivalents at beginning of period | 25,064 | 56,855 | |
Cash and cash equivalents at end of period | 14,692 | 35,597 |
* FVTPL refers to fair value through profit or loss
The accompanying notes form an integral part of these financial statements.
Origo Partners Plc
Interim Consolidated Statement of Changes in Equity
For the six months ended 30 June 2013
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 C-ZDPs* 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 2013 | 55 | 150,379 | 6,109 | 9,241 | 7,462 | (2,244) | (1,377) | 169,625 | 1,875 | 171,500 | ||||
Loss for the period | - | - | - | (40,015) | - | - | - | (40,015) | (140) | (40,155) | ||||
Other comprehensive loss | - | - | - | - | - | - | (40) | (40) | - | (40) | ||||
Total comprehensive loss | - | - | - | (40,015) | - | - | (40) | (40,055) | (140) | (40,195) | ||||
C-ZDPs restructure | - | - | - | (835) | 835 | - | - | - | - | - | ||||
Own share acquired | - | (77) | - | - | - | 26 | - | (51) | - | (51) | ||||
Unrealized losses reversed | - | - | - | - | - | - | - | - | - | - | ||||
Share-based payment expense | - | - | 302 | - | - | - | - | 302 | - | 302 | ||||
Minority interests | - | - | - | - | - | - | - | - | (374) | (374) | ||||
At 30 June 2013 | 55 | 150,302 | 6,411 | (31,609) | 8,297 | (2,218) | (1,417) | 129,821 | 1,361 | 131,182 | ||||
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 C-ZDPs* 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 | ||||
* C-ZDPs refers to convertible zero dividend preference shares.
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 C-ZDPs | 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 private equity investment, focused exclusively on growth opportunities created by the urbanization and industrialization of China and Mongolia.
These interim consolidated financial statements have been approved and authorised for issue by the Company's board of directors on 4 September 2013.
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 2012.
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 2012.
The following amendments to IFRSs standards did not have any impact on the accounting policies, financial position or performance of the Group:
IFRS 7 Amendment to offsetting financial assets and liabilities
IAS 19 Amendment to employee benefits
IAS 1 Presentation of Items of Other Comprehensive Income - Amendments to IAS 1
The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income (OCI). Items that could be reclassified (or recycled) to profit or loss at a future point in time (e.g., net gain on hedge of net investment, exchange differences on translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) now have to be presented separately from items that will never be reclassified (e.g., actuarial gains and losses on defined benefit plans and revaluation of land and buildings). The amendment affected presentation only and had no impact on the Group's financial position or performance.
IFRS 13 Fair Value Measurement
IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The application of IFRS 13 has not materially impacted the fair value measurements carried out by the Group.
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 2013 US$'000 | (Unaudited) Six months ended 30 June 2012 US$'000 |
Realised (losses) on disposal of investments | (6,708) | (236) |
- Investments at FVTPL | (1,917) | (94) |
- Loans | (4,791) | - |
- Available-for-sale investments | - | (142) |
Unrealised (losses) on investments | (31,076) | (39,445) |
- Investments at FVTPL | (29,118) | (36,363) |
- Loans | (1,643) | 55 |
- Derivative financial assets | (315) | (3,137) |
Share of (loss) of an associate | - | (2) |
Share of (loss) of joint ventures | (40) | (18) |
Income from loans | 691 | 1,021 |
Dividends | 13 | 49 |
Total | (37,120) | (38,631) |
4 Consulting services receivable/ (payable)
| (Unaudited) Six months ended 30 June 2013 US$'000 | (Unaudited) Six months ended 30 June 2012 US$'000 |
Consulting Services receivable | - | 37 |
Consulting Services (payable) | (108) | (202) |
Total | (108) | (165) |
5 Performance incentive
| (Unaudited) Six months ended 30 June 2013 US$'000 | (Unaudited) Six months ended 30 June 2012 US$'000 |
Provision for performance incentive payable over one year* | 2,974 | 7,395 |
Total | 2,974 | 7,395 |
*Reversal of previously recognised performance incentive provision.
5 Performance incentive(Continued)
For the six months ended 30 June 2013, performance incentive accruals of US$1,739K was approved by the board of directors of the Company (other than Chris Rynning and Niklas Ponnert) at the board meeting held on 4 September 2013.
In determining the amount to be accrued, the board(i) assessed the amount of performance incentives arising on each and every individual investment under the terms of the Scheme; and (ii) capped the total amount to be accrued at the higher of a) 20 per cent of the accumulated gain (realised and unrealised) of the Group's portfolio of investments taking into account write-offs, realisations, and movements in the fair value of all investment completed from the time of admission until the balance sheet date and previous payments made under the Scheme; and b) 10 per cent of the accumulated gain (realised and unrealised) over the 10% hurdle on applicable companies in the Group's portfolio of Investments.
6 Other administrative expenses
| (Unaudited) Six months ended 30 June 2013 US$'000 | (Unaudited) Six months ended 30 June 2012 US$'000 |
Employee expenses | (1,982) | (1,867) |
Professional fees | (1,310) | (442) |
Including: | ||
-Audit fees | (109) | (88) |
Depreciation expenses | (25) | (26) |
Provision for bad debts* | (3,650) | (1,230) |
Others | (958) | (915) |
Total | (7,925) | (4,480) |
*Provision for bad debts of US$3.40 million of US$3.65 million of other receivables due from R.M.Williams Agricultural Holdings Pty Ltd. Provision has been recognized only on receivables where it is considered there is a greater than 50% risk of failure.
7 Directors' remuneration
|
|
|
| (Unaudited) Six months ended 30 June 2013 US$'000 | (Unaudited) Six months ended 30 June 2012 US$'000 |
Directors' emoluments | 541 | 380 | |||
Share-based payment expenses | (38) | (585) | |||
|
|
|
| 503 | (205) |
Directors' remuneration for the six months ended 30 June 2013 and number of options held were as follows:
Name | Salaries*US$'000 | Director FeeUS$'000 | Share-based payments**US$'000 | TotalUS$'000 | Number of options |
Mr. Wang Chao Yong | 75 | - | (42) | 33 | 4,000,000 |
Mr. Chris A Rynning | 165 | - | 2 | 167 | 3,500,000 |
Mr. Niklas Ponnert | 139 | - | 2 | 141 | 5,300,000 |
Mr. Christopher Jemmett | - | 56 | - | 56 | 100,000 |
Mr. Lionel de Saint Exupery | - | 38 | - | 38 | - |
Mr. Tom Preststulen | - | 38 | - | 38 | - |
Ms. Shonaid Jemmett Page | - | 30 | - | 30 | - |
379 | 162 | (38) | 503 | 12,900,000 |
Directors' remuneration for the six months ended 30 June 2012 and number of options held were as follows:
Name | Salaries*US$'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 | ||||
* Short term employee benefits
** Share-based payments refer to expenses arising from the Company's share option scheme (see note 21 for details).
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 2013 and 2012.
For the six months ended 30 June 2013 (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 | (1,635) | (4,791) | - | (6,426) | (282) | - | - | (282) | (6,708) |
Unrealised (losses) on investments* | (26,751) | (1,521) | - | (28,272) | (2,682) | (120) | - | (2,802) | (31,074) |
Share of (loss) of an associate | - | - | - | - | - | - | - | - | - |
Share of (loss) of joint ventures | (14) | (26) | - | (40) | - | - | - | - | (40) |
Income from loans | - | 585 | - | 585 | - | 106 | - | 106 | 691 |
Dividends | - | - | - | - | 13 | - | - | 13 | 13 |
(28,400) | (5,753) | - | (34,153) | (2,951) | (14) | - | (2,965) | (37,118) | |
Net divestment/(investment) | |||||||||
Net proceeds of divestment | - | - | - | - | 905 | - | - | 905 | 905 |
Investment | (216) | (4,001) | - | (4,217) | (20) | - | - | (20) | (4,237) |
Balance sheet | |||||||||
Investment portfolio* | 112,050 | 38,857 | 15,000 | 165,907 | 6,252 | 2,369 | - | 8,621 | 174,528 |
* Derivative financial assets included except for derivative component of C-ZDPs.
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 2013 (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 | - | - | (282) | - | - | - | (6,426) | (6,708) |
Unrealised (losses)/gains on investments* | (506) | 344 | (29,186) | - | (422) | (1,304) | - | (31,074) |
Share of (loss) of an associate | - | - | - | - | - | - | - | - |
Share of (loss) of joint ventures | - | (40) | - | - | - | - | - | (40) |
Income from loans | 117 | 468 | 106 | - | - | - | - | 691 |
Dividends | - | - | 13 | - | - | - | - | 13 |
(389) | 772 | (29,349) | - | (422) | (1,304) | (6,426) | (37,118) | |
Net divestment/(investment) | ||||||||
Net proceeds of divestment | - | - | 905 | - | - | - | - | 905 |
Investment | (984) | - | (20) | - | - | (1,294) | (1,939) | (4,237) |
Balance sheet | ||||||||
Investment portfolio* | 5,900 | 112,990 | 45,121 | - | 1,113 | 9,404 | - | 174,528 |
8 Operating segment information (Continued)
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 C-ZDPs.
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 | $'000 |
Investment income/(losses): | ||||||||
Realised (losses) on disposal of investments | (142) | - | (94) | - | - | - | - | (236) |
Unrealised (losses)/gains on investments* | (196) | (1,090) | (27,054) | - | (1,499) | 5 | (9,380) | (39,214) |
Share of (loss) of an associate | - | (2) | - | - | - | - | - | (2) |
Share of (loss) of joint ventures | - | (18) | - | - | - | - | - | (18) |
Income from loans | 80 | 563 | - | - | - | - | 378 | 1,021 |
Dividends | - | 44 | 5 | - | - | - | - | 49 |
(258) | (503) | (27,143) | - | (1,499) | 5 | (9,002) | (38,400) | |
Net divestment/(investment) | ||||||||
Net proceeds of divestment | 11 | - | 1,139 | - | - | - | - | 1,150 |
Investment | - | (7,292) | (2,541) | - | - | (750) | - | (10,583) |
Balance sheet | ||||||||
Investment portfolio* | 5,163 | 75,902 | 113,139 | - | 1,190 | 8,682 | 25,623 | 229,699 |
9 Finance income and costs
|
| (Unaudited) Six months ended 30 June 2013 US$'000 | (Unaudited) Six months ended 30 June 2012 US$'000 |
Finance income | |||
Bank interest | 428 | 211 | |
428 | 211 | ||
Finance costs | |||
Bank charges | (30) | (110) | |
Interest expenses of convertible zero dividend preference shares | 2,044 | (2,102) | |
2,014 | (2,212) | ||
Total | 2,442 | (2,001) |
10 Income tax
No provision for current tax was made for the year as the subsidiaries had no assessable profit. As the Company is not in receipt of income from Manx land or property and does not hold a Manx banking licence, it is taxed at the standard rate of zero per cent on the Isle of Man.
(Unaudited) Six months ended 30 June 2013US$'000 | (Unaudited) Six months ended 30 June 2012US$'000 | |
Current taxes | ||
Current year | - | - |
Deferred taxes | ||
Deferred income taxes* | 34 | (104) |
Total income taxes in the statement of comprehensive income | 34 | (104) |
* The deferred income tax relates to net change in fair value gain/(loss) of Celadon Mining Ltd, China Rice Ltd, Unipower Battery Ltd, Niutech Energy Ltd and Beijing Rising Information Technology Ltd, estimated in accordance with the relevant tax laws and regulations in the PRC based on a tax rate of 10 per cent.
11 Loss per share
Numerator | (Unaudited) Six months ended 30 June 2013 US$'000 | (Unaudited) Six months ended 30 June 2012 US$'000 |
(Loss) for the period attributable to owners of the parent as used in the calculation of basic (loss) per share | (40,155) | (37,182) |
(Loss) for the period attributable to owners of the parent as used in the calculation of diluted (loss) per share | (40,155) | (37,182) |
Denominator | (Unaudited) 30 June 2013 Number of shares | (Unaudited) 30 June 2012 Number of shares |
Weighted average number of ordinary shares for basic (LPS) | 348,528,207 | 354,183,558 |
Weighted average number of ordinary shares adjusted for the effect of dilution | 348,528,207 | 354,183,558 |
Basic (LPS) | (11.52) cents | (10.50) cents |
Diluted (LPS) | (11.52) cents | (10.50) cents |
12 Investments at fair value through profit or loss
As at 30 June 2013 (Unaudited)
Name* | Country of incorporation | Fair Value hierarchy level | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
China Cleantech Partners**** | Cayman | 3 | 50.1% | 15,000 | 15,000 |
Trafigura Origo Joint Venture LLC***** | Mongolia | 3 | 50.0% | 400 | 400 |
IRCA Holdings Ltd. | British Virgin Islands | 3 | 49.1% | 9,505 | - |
Shanghai Yi Rui Tech New Energy Tecnology Ltd | China | 3 | 49.0% | 675 | 688 |
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 | 32.6% | 6,824 | 2,976 |
China Rice Ltd | British Virgin Islands | 3 | 32.1% | 13,000 | 19,348 |
R.M.Williams Agricultural Holdings Pty Ltd | Australia | 3 | 24.0% | 20,214 | - |
Niutech Energy Ltd | British Virgin Islands | 3 | 21.1% | 6,350 | 12,636 |
Moly World Ltd | British Virgin Islands | 3 | 20.0% | 10,000 | 10,000 |
Unipower Battery Ltd | Cayman Islands | 3 | 16.5% | 4,301 | 8,994 |
Fans Media Co., Ltd | British Virgin Islands | 3 | 14.3% | 2,360 | 1,612 |
Gobi Coal & Energy Ltd*** | British Virgin Islands | 3 | 14.0% | 14,960 | 26,788 |
Celadon Mining Ltd | British Virgin Islands | 3 | 9.7% | 13,069 | 23,930 |
Staur Aqua AS | Norway | 3 | 9.2% | 719 | 247 |
TPL GmbH | Germany | 3 | 6.6% | 2 | 2 |
Ares Resources | Mongolia | 3 | 4.2% | 148 | 137 |
Bach Technology GmbH | Germany | 3 | 2.5% | 60 | - |
HaloSource, INC. | USA | 1 | 2.0% | 3,121 | 1,113 |
Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd** | British Virgin Islands | 3 | 2%/1.6% | 5,565 | 4,234 |
Kooky Panda Ltd | Cayman Islands | 3 | 1.2% | 25 | - |
Fram Exploration AS | Norway | 3 | 1.1% | 1,202 | 868 |
Six Waves Inc | British Virgin Islands | 3 | 1.1% | 240 | 1,303 |
Qinghai Fund | China | 3 | 1.0% | 318 | 318 |
Rex International Holding | Norway | 3 | 0.1% | 217 | 217 |
Other quoted investments*** | 1 | 3,738 | 1,773 | ||
Total |
| 149,350 | 132,871 |
* 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$'000 |
Gobi Coal & Energy Ltd | 0.2% | 252 | 451 |
Kincora Copper Ltd | 3.5% | 1,063 | 314 |
In accordance with IFRS 7: Financial Instruments: Disclosures, financial instruments recognized at fair value are required to be analysed between those whose fair value is based on:
a) Quoted prices in active markets for identical assets or liabilities (Level 1);
b) Those involving inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and
c) Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
During the period, there were no transfers between Levels.
Statement of changes in investments at fair value through profit or loss based on level 3:
(Unaudited) Six month ended 30 June 2013 US$'000 | (Audited) 2012 US$'000 | |
Opening balance | 159,983 | 210,242 |
Acquisitions | 216 | 5,891 |
Proceeds from disposals of investments | - | (22) |
Realised (losses) on write-off of investments | (1,635) | (209) |
Net exchange difference | (1,410) | 1,745 |
Movement in unrealised (losses) on investments |
| |
- In profit or loss | (27,169) | (57,664) |
Transfers out of Level 3 | - | - |
Closing balance | 129,985 | 159,983 |
Financial asset measured at fair value | ||||
30 June 2013 | Level 1 | Level 2 | Level 3 | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Equity Instrument | 132,871 | 2,886 | - | 129,985 |
Debt Instrument | 41,002 | - | - | 41,002 |
Embedded derivatives | 615 | - | - | 615 |
12 Investments at fair value through profit or loss (Continued)
As at 30 June 2012 (Unaudited)
Name* | Country of incorporation | Fair Value hierarchy level | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
China Cleantech Partners,L.P.**** | Cayman | 3 | 50.1% | 12,500 | 12,500 |
TrafiguraOrigo Joint Venture LLC***** | Mongolia | 3 | 50.0% | 400 | 400 |
IRCA Holdings Ltd | British Virgin Islands | 3 | 49.1% | 9,505 | - |
Resources Investment Capital Ltd | British Virgin Islands | 3 | 38.5% | 287 | 287 |
Roshini International Bio Energy Corporation | British Virgin Islands | 3 | 35.9% | 17,050 | - |
China Rice Ltd | British Virgin Islands | 3 | 32.1% | 13,000 | 13,000 |
Kincora Copper Ltd*** | Canada | 3 | 29.2% | 4,706 | 7,028 |
Niutech Energy Ltd | British Virgin Islands | 3 | 21.1% | 6,350 | 6,350 |
Moly World Ltd | British Virgin Islands | 3 | 20.0% | 10,000 | 10,000 |
R.M.Williams Agricultural Holdings Pty Ltd | Australia | 3 | 17.5% | 20,000 | 22,651 |
Unipower Battery Ltd | Cayman Islands | 3 | 16.5% | 4,301 | 4,301 |
Fans Media Co., Ltd | British Virgin Islands | 3 | 14.3% | 2,360 | 2,360 |
Gobi Coal & Energy Ltd*** | British Virgin Islands | 3 | 14.0% | 14,960 | 66,970 |
Celadon Mining Ltd | British Virgin Islands | 3 | 9.7% | 13,069 | 23,661 |
Staur Aqua AS | Norway | 3 | 9.2% | 719 | 530 |
HaloSource, INC. | USA | 1 | 4.3% | 3,121 | 1,190 |
Voyager Resource Ltd*** | Australia | 1 | 3.5% | 4,776 | 947 |
Bach Technology GmbH | Germany | 3 | 2.5% | 60 | 185 |
Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd ** | British Virgin Islands | 3 | 2%/1.6% | 5,565 | 4,032 |
Kooky Panda Ltd | Cayman Islands | 3 | 1.2% | 25 | 25 |
Fram Exploration AS | Norway | 3 | 1.1% | 1,501 | 1,491 |
Six Waves Inc | British Virgin Islands | 3 | 1.1% | 240 | 2,600 |
SPT Energy Group Inc | China | 1 | 0.4% | 989 | 875 |
Hilong Holding Ltd | China | 1 | 0.3% | 1,145 | 1,141 |
Other quoted investments*** | Cayman | 1 | 5,252 | 3,845 | |
Total |
| 151,881 | 186,369 |
Financial asset measured at fair value | ||||
30 June 2012 | Level 1 | Level 2 | Level 3 | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Equity Instrument | 186,369 | 7,998 | - | 178,371 |
Debt Instrument | 39,458 | - | - | 39,458 |
Embedded derivatives | 3,854 | - | 30 | 3,824 |
12 Investments at fair value through profit or loss (Continued)
As at 31 December 2012 (Audited)
Name* | Country of incorporation | Fair Value hierarchy level | Proportion of ownership interest | Cost US$'000 | Fair value US$'000 |
China Cleantech Partners, L.P.**** | Cayman | 3 | 50.1% | 15,000 | 15,000 |
Trafigura Origo Joint Venture LLC ***** | Mongolia | 3 | 50.0% | 400 | 400 |
IRCA Holdings Ltd | British Virgin Islands | 3 | 49.1% | 9,505 | - |
Shanghai Yi Rui Tech New Energy Tecnology Ltd | China | 3 | 49.0% | 675 | 676 |
Resources Investment Capital Ltd | British Virgin Islands | 3 | 38.5% | 287 | 287 |
Roshini International Bio Energy Corporation | British Virgin Islands | 3 | 35.9% | 17,050 | - |
Kincora Copper Ltd*** | Canada | 3 | 32.6% | 6,824 | 4,804 |
China Rice Ltd | British Virgin Islands | 3 | 32.1% | 13,000 | 18,631 |
Niutech Energy Ltd | British Virgin Islands | 3 | 21.1% | 6,350 | 12,246 |
Moly World Ltd | British Virgin Islands | 3 | 20.0% | 10,000 | 10,000 |
R.M. Williams Agricultural Holdings Pty Ltd | Australia | 3 | 17.0% | 20,000 | 1,421 |
Unipower Battery Ltd | Cayman Islands | 3 | 16.5% | 4,301 | 8,971 |
Fans Media Co., Ltd | British Virgin Islands | 3 | 14.3% | 2,360 | 2,143 |
Gobi Coal & Energy Ltd*** | British Virgin Islands | 3 | 14.0% | 14,960 | 53,576 |
Celadon Mining Ltd | British Virgin Islands | 3 | 9.7% | 13,069 | 24,710 |
Staur Aqua AS | Norway | 3 | 9.2% | 719 | 265 |
Ares Resources | Mongolia | 3 | 3.1% | 148 | 156 |
Bach Technology GmbH | Germany | 3 | 2.5% | 60 | - |
HaloSource, INC. | USA | 1 | 2.0% | 3,121 | 1,535 |
Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd** | British Virgin Islands | 3 | 2%/1.6% | 5,565 | 3,919 |
Voyager Resource Ltd*** | Australia | 1 | 1.5% | 2,037 | 303 |
Kooky Panda Ltd | Cayman Islands | 3 | 1.2% | 25 | - |
Fram Exploration AS | Norway | 3 | 1.1% | 1,495 | 1,361 |
Six Waves Inc | British Virgin Islands | 3 | 1.1% | 240 | 1,099 |
Qinghai Fund | China | 3 | 1.0% | 318 | 318 |
Other quoted investments*** | 1 | 4,648 | 2,766 | ||
Total |
| 152,157 | 164,587 |
Financial asset measured at fair value | ||||
31 December 2012 | Level 1 | Level 2 | Level 3 | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Equity Instrument | 164,587 | 4,604 | - | 159,983 |
Debt Instrument | 43,462 | - | - | 43,462 |
Embedded derivatives | 927 | - | - | 927 |
12 Investments at fair value through profit or loss (Continued)
Risk management activities
Fair value risk
The Group's financial assets are predominantly investments in unquoted companies, and the fair value of each investment depends upon a combination of market factors and the performance of the underlying asset. The Group do not hedge the market risk inherent in the portfolio but manage asset performance risk on an asset-specific basis by continuously monitoring each asset's performance and charging the change of each asset's fair value to the statement of comprehensive income as necessary. The Group believe that the carrying amount is a reasonable approximation of fair value for their financial assets and liabilities.
Cash flow interest rate risk
The Group currently view interest rate risk as low since the fixed rate return from interest generating assets is not material in the context of the portfolio return as a whole and the Group's investments are financed mainly by shareholders' funds with investment needs being met ahead of planned investments.
Other risk management activities
As a result of its international activities, some of the Group's assets, liabilities, income and expenses are effectively denominated in currencies other than US Dollars (the Group's presentation currency). Fluctuations in the exchanges rates between these currencies and US Dollars will have an effect on the reported value of those items.
The Group have considered the possibility of further aggressive fluctuations in exchange rates, however, due to the level of assets and liabilities denominated in currencies other than US Dollars, the Group do not believe the potential foreign exchange fluctuations would have a material effect on the Group's financial statements.
Valuation techniques
The fair value of financial instruments traded in active markets (such as publicly traded securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current closing price.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group has estimated the value of each of its unquoted equity instruments by using judgement to select the most appropriate valuation methodology for each investment based on the recommendations of the International Private Equity and Venture Capital Valuation Guidelines. Valuation methodologies mainly include the price of recent investments, earnings multiples, industry valuation benchmarks, available market prices and so on, which may apply individually or in combination. Key assumptions and judgements of each methodology concerning the future and other key sources of estimation uncertainty will have a significant risk of causing a material adjustment to the fair value of the instruments within the next reporting period.
Inputs applied in the valuation methodologies are sensitive to assumptions made when ascertaining fair value of financial assets. A reasonable alternative assumption would be to apply a standard marketability discount of 25% for all unquoted equity instruments rather than the specific approach adopted. This would have a positive impact on the portfolio of US$3,064,805 or 2.36% of total unquoted equity instruments.
13 Investment in joint ventures
The Group has the following significant interests in joint ventures, and has been accounted for in the Group's consolidated financial statements as of the 30 June 2013 on an equity basis:
Name | Country of incorporation | Proportion of voting rights held |
China CleanTech GP Ltd ("GP") | Cayman | 50% (Owned by Origo Partners Plc) |
China CleanTech AMC Ltd ("AMC") | Cayman | 50% (Owned by Origo Partners Plc) |
Amounts relating to the joint ventures for 30 June 2013 are as follows:
(Unaudited) 30 June 2013 (GP) | (Unaudited) 30 June 2013 (AMC) | |
US$'000 | US$'000 | |
Current assets | 11 | 82 |
Non-current assets | 312 | 5 |
Total assets | 323 | 87 |
Current liabilities | 30 | 38 |
Non-current liabilities | 220 | 100 |
Total liabilities | 250 | 138 |
Income | - | - |
Expenses | (3) | (77) |
Other comprehensive income | - | - |
Total loss | (3) | (77) |
Amounts relating to the joint ventures for 30 June 2012 are as follows:
(Unaudited) 30 June 2012 (GP) | (Unaudited) 30 June 2012 (AMC) | |
US$'000 | US$'000 | |
Current assets | 8 | 137 |
Non-current assets | 312 | 5 |
Total assets | 320 | 142 |
Current liabilities | 16 | 27 |
Non-current liabilities | 220 | 100 |
Total liabilities | 236 | 127 |
Income | - | - |
Expenses | (3) | (33) |
Other comprehensive income | - | - |
Total loss | (3) | (33) |
There are no outstanding commitments and contingent liabilities related to the joint ventures.
14 Loans
The Group has entered into convertible credit agreements and has the right to convert the outstanding principal balance of relevant loans into borrower's shares according to certain conversion conditions, and loan agreements with certain investee companies as set forth in the table below.
As at 30 June 2013 (Unaudited)
Loan rates | Loan principal | Loans due within one year | Loans due after one year | Fair value | ||
Borrower | % | US$'000 | US$'000 | US$'000 | US$'000 | |
Convertible credit agreements* | ||||||
China Rice Ltd | 4 | 15,000 | 15,000 | - | 15,000 | |
Unipower Battery Ltd | 6 | 9,000 | 9,000 | - | 9,000 | |
IRCA Holdings Ltd | 1.5-8 | 11,645 | 6,543 | - | 6,543 | |
Staur Aqua AS | 0-15 | 3,848 | 1,250 | 1,299 | 2,549 | |
Kincora Copper Ltd | 8.7 | 2,469 | - | 2,387 | 2,387 | |
China Cleantech GP | 1+1Y LIBOR | 110 | 110 | - | 110 | |
China Cleantech AMC | 1+1Y LIBOR | 50 | 23 | - | 23 | |
Dragon Ports Ltd | - | 174 | - | - | - | |
Roshini International Bio Energy Corporation | - | 424 | - | - | - | |
R.M.Williams Agricultural Holdings Pty Ltd | 8-20 | 3,090 | - | - | - | |
Sub-total | 45,810 | 31,926 | 3,686 | 35,612 | ||
Loan rates | Loan principal | Loans Due within one year | Loans due after one year | Amortised cost | ||
Borrower | % | US$'000 | US$'000 | US$'000 | US$'000 | |
Loan agreements* | ||||||
IRCA Holdings Ltd | 6-10 | 5,092 | 1,099 | 1,762 | 2,861 | |
TPL GmbH | 10 | 2,019 | - | 2,019 | 2,019 | |
Shanghai Evtech New Energy Technology Ltd | - | 510 | 510 | - | 510 | |
View Step Corporation Ltd | - | 478 | - | - | - | |
China Silvertone Investment Co Ltd | - | 25 | - | - | - | |
R.M.Williams Agricultural Holdings Pty Ltd | 15.5+RBA cash rate | 1,725 | - | - | - | |
Sub-total |
| 9,849 | 1,609 | 3,781 | 5,390 | |
Total |
| 55,659 | 33,535 | 7,467 | 41,002 | |
* Loans in relation to convertible credit agreements are measured at fair value. Loans in relation to loan agreements are measured at amortised cost using the effective interest rate method less any identified impairment losses.
14 Loans (Continued)
As at 30 June 2012 (Unaudited)
Loan rates | Loan principal | Loans due within one year | Loans due after one year | Fair value | |
Borrower | % | US$'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$'000 |
Loan agreements* | |||||
IRCA Holdings Ltd | 6-10 | 3,158 | - | 1,741 | 1,741 |
Shanghai Evtech New Energy Technology Ltd | - | 510 | 510 | - | 510 |
China CleanTech GP Ltd | - | 110 | 110 | - | 110 |
China CleanTech AMC Ltd | - | 50 | 50 | - | 50 |
View Step Corporation Ltd | - | 25 | - | 25 | 25 |
China Silvertone Investment Co Ltd | - | 478 | - | - | - |
Sub-total |
| 4,331 | 670 | 1,766 | 2,436 |
Total |
| 47,513 | 24,627 | 14,831 | 39,458 |
14 Loans (Continued)
As at 31 December 2012 | ||||||
Fair value hierarchy level | Loan rates | Loan principal | Loans due within one year |
Loans due after one year | Fair value | |
Borrower | % | US$'000 | US$'000 | US$'000 | US$'000 | |
Convertible credit agreements* | ||||||
China Rice Ltd | 3 | 4 | 15,000 | 15,000 | - | 15,000 |
Unipower Battery Ltd | 3 | 6 | 9,000 | 9,000 | - | 9,000 |
IRCA Holdings Ltd | 3 | 1.5-8 | 11,645 | 7,019 | - | 7,019 |
R.M. Williams Agricultural Holdings Pty Ltd | 3 | 8-20 | 3,090 | 3,066 | - | 3,066 |
Staur Aqua AS | 3 | 0-15 | 3,848 | 1,343 | 1,398 | 2,741 |
Kincora Copper Ltd | 3 | 8.7 | 2,469 | - | 2,515 | 2,515 |
China Cleantech GP | 3 | 1+1Y LIBOR | 110 | 110 | - | 110 |
China Cleantech AMC | 3 | 1+1Y LIBOR | 50 | 50 | - | 50 |
Dragon Ports Ltd | 3 | - | 174 | - | - | - |
Roshini International Bio Energy Corporation | 3 | - | 424 | - | - | - |
Sub-total | 45,810 | 35,588 | 3,913 | 39,501 | ||
Loan rates | Loan principal | Loans due within one year |
Loans due after one year | Fair value | ||
Borrower | % | US$'000 | US$'000 | US$'000 | US$'000 | |
Loan agreements* | ||||||
IRCA Holdings Ltd | 6-10 | 3,798 | 165 | 2,231 | 2,396 | |
TPLGmbH | 10 | 1,037 | - | 1,055 | 1,055 | |
Shanghai Evtech New Energy Technology Ltd | - | 510 | 510 | - | 510 | |
China Silvertone Investment Co Ltd | - | 478 | - | - | - | |
View Step Corporation Ltd | - | 25 | - | - | - | |
Sub-total |
| 5,848 | 675 | 3,286 | 3,961 | |
Total |
| 51,658 | 36,263 | 7,199 | 43,462 |
Statement of changes in loans:
(Unaudited) Six months ended 30 June 2013 US$'000 | (Audited) 2012 US$'000 | |
Opening balance | 43,462 | 33,497 |
Addition | 4,001 | 10,055 |
Repayment | - | - |
Write-off | (4,791) | (180) |
Conversion of loans into investments | - | - |
Revaluation | (1,670) | 90 |
Closing balance | 41,002 | 43,462 |
15 Derivative financial assets
Fair Value hierarchy level | (Unaudited) 30 June 2013 US$'000 | (Unaudited) 30 June 2012 US$'000 | (Audited) 31 December 2012 US$'000 | |
Warrants | 3 | 390 | - | 704 |
Derivative component of convertible zero dividend preference shares (see note 18) | 2 | - | 30 | - |
Derivative from convertible options | 3 | 225 | 3,824 | 223 |
Total | 615 | 3,854 | 927 |
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.
16 Trade and other receivables
(Unaudited) 30 June 2013 US$'000 | (Unaudited) 30 June 2012 US$'000 | (Audited) 31 December 2012 US$'000 | |
Trade debtors | 4 | 379 | 262 |
Other debtors | 2,539 | 1,667 | 2,014 |
Loan interest receivables | 2,647 | 3,981 | 5,282 |
Prepayments | 192 | 328 | 265 |
Total | 5,382 | 6,355 | 7,823 |
17 Trade and other payables
| (Unaudited) 30 June 2013 US$'000 | (Unaudited) 30 June 2012 US$'000 | (Audited) 31 December 2012 US$'000 |
Trade payables | 2 | 1 | 2 |
Other payables | 1,555 | 910 | 1,550 |
Performance incentive payable within one year* | 233 | - | 233 |
Total | 1,790 | 911 | 1,785 |
* Refer to note 5 for total performance incentive expenses.
18 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 2012 | 60,000,000 | 56,595 | 7,462 | (261) | ||
Interest expenses on convertible zero dividend preference shares | - | 4,282 | - | - | ||
Fair value movement of early redemption option derivative | - | - | - | 261 | ||
Balance at 31 December 2012 | 60,000,000 | 60,877 | 7,462 | - | ||
Interest expenses on convertible zero dividend preference shares | - | 950 | - | - | ||
Balance at 18 March 2013 | 60,000,000 | 61,827 | 7,462 | - | ||
Restructure | (3,000,000) | (7,195) | 835 | (2) | ||
Interest expenses on convertible zero dividend preference shares | - | 1,201 | - | - | ||
Fair value movement of early redemption option derivative | - | - | - | 2 | ||
Balance at 30 June 2013 | 57,000,000 | 55,833 | 8,297 | - | ||
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.
18 Liability component of convertible zero dividend preference shares (Continued)
In March 2013, the Company restructured the terms of its existing Convertible Preference Shares, the principal terms of restructure includes: i) extension of the maturity date of the Convertible Preference Shares by 18 months from 8 March 2016 to 8 September 2017 (the "Extended Period"); ii) amendment of the final capital value ("FCV") of the Convertible Preference Shares to US$1.41 each, with the accrued rate of return for the Extended Period equivalent to 10 per cent of the accrued value of the Convertible Preference Shares at the start of the Extended Period; iii) a commitment by the Company to repurchase, by means of tender offers to holders, at least 12 million Convertible Preference Shares by 8 March 2016, the original maturity date; and iv) the Company to set aside, for the funding of Convertible Preference Shares tender offers, 50 per cent of the next US$24 million of net proceeds (post transaction costs and management incentives) from investment realisations by the Company. The new effective interest rate of the liability component is 9.0 per cent. In addition to the restructure, the Company has repurchased 3 million Convertible Preference Shares from holders at a price of US$1.00 per Convertible Preference Shares. Finance cost of US$4.2 million was credited to reverse the liability component after the payoff of US$3 million of cash for repurchase.
19 Provision
| (Unaudited) 30 June 2013 US$'000 | (Unaudited) 30 June 2012 US$'000 | (Audited) 31 December 2012 US$'000 |
Upper Share Rights* | 24 | 634 | 175 |
Share awards* | 108 | - | 192 |
Performance incentive provision** | 1,739 | 5,962 | 4,713 |
Total | 1,871 | 6,596 | 5,080 |
* The provision relates to the fair value of Upper Share Rights ("USR") and share awards granted to certain directors, executives and key employees under the Company's joint share ownership scheme. Further details about the USR and shared awards are included in note 21 to the financial statements.
** Refer to note 5 for total performance incentive expenses
20 Issued capital
(Unaudited) 30 June 2013 | (Unaudited) 30 June 2012 | (Audited) 31 December 2012 | ||||
Authorized | Number of shares | Number of shares | Number of shares | |||
Ordinary shares of £ 0.0001 each | Unlimited | Unlimited | Unlimited | |||
|
|
|
|
|
|
|
Issued and fully paid | Number of shares | US$'000 | Number of shares | US$'000 | Number of shares | US$'000 |
At beginning of the period | 356,986,814 | 55 | 360,168,501 | 56 | 360,168,501 | 56 |
Buyback shares | (280,000) | - | - | - | (3,181,687) | (1) |
At end of the period/year | 356,706,814 | 55 | 360,168,501 | 56 | 356,986,814 | 55 |
21 Share option scheme
The Group has a number of share schemes that allow employees to acquire shares in the Company.
The total cost recognized in the statement of comprehensive income is shown below:
(Unaudited) 30 June 2013US$'000 | (Unaudited) 30 June 2012US$'000 | |
Equity-settled option | 302 | 348 |
Upper Share Rights | (151) | (861) |
Share awards | (75) | - |
76 | (513) |
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 2013 and 2012, and year ended 31 December 2012.
(Unaudited) 30 June 2013 | (Unaudited) 30 June 2012 | (Audited) 31 December 2012 | ||||
| No. | WAEP | No. | WAEP | No. | WAEP |
Outstanding at 1 January | 23,501,932 | 27.32p | 11,451,932 | 23.45p | 11,451,932 | 23.45p |
Granted during the period/year | - | - | 13,600,000 | 31.22p | 13,600,000 | 31.22p |
Forfeited during the period/year | (500,000) | (31.00)P | (800,000) | (31.00)p | (1,550,000) | (32.94p) |
Exercised during the period/year | - | - | - | - | - | - |
Expired during the period/year | - | - | - | - | - | - |
Outstanding at the end of the period/year | 23,001,932 | 27.24P | 24,251,932 | 27.56p | 23,501,932 | 27.32p |
Exercisable at the end of the period/year | 11,451,932 | 23.45p | 11,635,264 | 23.60p | 11,451,932 | 23.45p |
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 2013, 2012, 2011,2010, 2009, 2008 and 2007, except as described above.
On 16 October 2009, 4,847,099 of Upper Share Rights ("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 Binomial Tree option pricing model. The contractual life of each USR granted is 10 years.
On 20 July 2012, 1,120,000 of contingent share awards were granted to certain directors, executives and key employees under the Company's JSOS, which will vest 197 days from the date of grant. The contractual life of each contingent share awards granted is 10 years.
21 Share option scheme (Continued)
The following table illustrates the number ("No.") and weighted average exercise prices ("WAEP") of, and movements in USRs and contingent share awards during the six months ended 30 June 2013 and 2012, and year ended 31 December 2012.
(Unaudited) 30 June 2013 | (Unaudited) 30 June 2012 | (Audited) 31 December 2012 | ||||
| No. | WAEP | No. | WAEP | No. | WAEP |
Outstanding at 1 January | 5,788,067 | 12.63P | 4,847,099 | 15.50p | 4,847,099 | 15.50p |
Granted during the period/year | - | - | - | - | 1,120,000 | - |
Forfeited during the period/year | - | - | - | - | (50,000) | - |
Exercised during the period/year | (50,000) | - | (129,032) | 15.50p | (129,032) | 15.50p |
Expired during the period/year | - | - | - | - | - | - |
Outstanding at the end of the period/year | 5,738,067 | 12.74P | 4,718,067 | 15.50p | 5,788,067 | 12.63p |
Exercisable at the end of the period/year | 5,738,067 | 12.74P | 4,718,067 | 15.50p | 4,847,099 | 15.50p |
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) | 7.00 | ||
Exercise price (pence) | 15.50 | ||
Expected weighted average mature life (years) | 2 | ||
Expected volatility (%) | 44.52 | ||
Expected dividend growth rate (%) | - | ||
Risk-free interest rate (%) | 1.804 |
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 2010 to 30 June 2013 using source data from Bloomberg.
The carrying amount of the liability relating to the USR as at 30 June 2013 is US$23,722 and the expense recognized as share-based payments during the period is (US$151,323).
22 Related party transactions
Identification of related parties
The Group has a related party relationship with its subsidiaries, joint ventures, associates and key management personnel. Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.
Transactions with key management personnel
The Group's key management personnel are the Executive and Non-executive directors as identified in III. Directors, Advisors and Other Information. Other than as disclosed above, there were no other significant transactions with key management personnel during the period.
Trading transactions
The following table provides the total amount of significant transactions and outstanding balances which have been entered into with related parties during the six months ended 30 June 2013 and 30 June 2012, and the year ended 31 December 2012.
(Unaudited) 30 June 2013 US$'000 | (Unaudited) 30 June 2012 US$'000 | (Audited) 31 December 2012 US$'000 | |
Amounts due from/(to) related parties* | |||
Origo Advisers Ltd** | (1,820) | (5,809) | (4,793) |
Chris Andre Rynning *** | 20 | 79 | 50 |
Performance incentive | |||
Origo Advisers Ltd** | 2,974 | 7,395 | 8,311 |
Transactions with personnel | |||
Luke Leslie**** | - | - | 55 |
Shonaid Jemmett-Page ***** | 42 | - | - |
* The amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
** 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.
***** Shonaid Jemmett-Page is a non-executive director of the Company. Shonaid provided consultancy services to the Company in respect of IRCA Holdings Ltd.
23 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 2013. The full amount of US$3.5 million Standby Letter of Credit ("L/C") in favour of IRCA Holdings Ltd has been drawn down on 2 July 2013.
· In May 2011, the Company entered into a guarantee agreement maturing in April 2014 with IRCA Holdings Ltd and Mr. Malcolm Stephen Paul to guarantee the repayment of loans of up to GBP500,000 extended by Mr. Malcolm Stephen Paul to IRCA Holdings Ltd.
· A Claim form which named Origo as the third defendant was issued in the High Court on 6 February 2013. The claim relates to the Company's holding in Roshini International Bio Energy Corporation an investment which was written off as 31 December 2009. With the following update in the Claim form, Origo has been named as the second defendant and the date for service of the Claim Form is extended until 13 September 2013. The Company, having taken advice from its solicitors, Charles Russell LLP, consider that, at present, the risk of an adverse judgment against Origo is remote and estimates the total liabilities being £ nil.
There were no other material contracted commitments or contingent assets or liabilities at 30 June 2013 (31 December 2012: none) that have not been disclosed in the interim consolidated financial statements.
24 Events after the reporting period
In July and August 2013, the Company extended further working capital loans of US$256,000 to IRCA Holdings Ltd ("IRCA"). And in August 2013, the Company entered into a payment guarantee agreement with ABSA Bank Ltd ("ABSA") to guarantee IRCA's repayment obligation under the facilities extended from ABSA, for an aggregate amount up to R6,769,000.
Directors, Advisors and Other Information
Directors | Wang Chao Yong, Executive Chairman |
Chris Rynning, Chief Executive Officer | |
Niklas Ponnert, Chief Financial Officer | |
Shonaid Jemmett-Page, Non Executive Director and Vice Chairman 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 |
33 St James's Square | |
London, SW1Y 4JS | |
Joint Broker | Liberum Capital Ltd. |
Ropemaker Place, Level 12 | |
25 Ropemaker Street | |
London, EC2Y 9AR | |
Joint Broker | Investec Bank plc |
2 Gresham Street | |
London, EC2V 7QP
|
Related Shares:
OPP.L