3rd May 2011 15:43
May 3, 2011
Origo Partners PLC
Interim Management Statement for the three month period from January 1, 2011 to March 31, 2011
This Interim Management Statement by Origo Partners Plc ("Origo" or the "Company") and its subsidiaries (the "Group") relates to the three month period from January 1, 2011 to March 31, 2011 (the "Period").
Highlights for the Period:
·; Unaudited net asset value at the end of the Period of US$199.1 million was broadly in line with US$196.6 million for the period ending December 31, 2010
·; Unaudited net asset value per share of US$0.67 at the end of the Period compared to US$0.66 per share for the period ending December 31, 2010
·; Total investments of US$28.2 million during the Period
·; Net cash position of US$63.7 million
Chris Rynning, Origo's CEO, said:
"Origo has made a strong start to the year completing three significant new investments, one sizeable follow-- on investment and raising US$60 million in new money to fund the further expansion of our portfolio.
We are presently evaluating a number of attractive investment opportunities and expect to close additional transactions in the next few months.
We continue to build our asset management business and are in the final stages of launching our Renminbi cleantech fund in cooperation with a Chinese municipal government with first closing expected in this summer. Being selected to manage funds on behalf of the Chinese Government is a task that we take on with a great sense of optimism and pride, and we see vast opportunities in developing similar mandates going forward.
During the period we successfully raised US$60 million from a placing of convertible zero-dividend preference shares and will use the funds raised to capitalise on our pipeline of investment opportunities and continue to build upon the success of the business in 2011."
1. Resources and Commitments
In March 2011, the Company raised US$60 million, before commissions and expenses, by way of the placing of 60 million new convertible zero-dividend preference shares (the "Convertible Preference Shares"). The Convertible Preference Shares were placed with investors at a price of $1.00 each, have a 5 year period to maturity from the date of issue, and a redemption price at maturity of $1.28 (representing a gross redemption yield of 5.00per cent) and are convertible into ordinary shares of the Company at an initial conversion price of $0.95 per ordinary share. At March 31, 2011, Origo had cash and cash equivalents of US$63.7 million. Payables to debtors and other liabilities equaled US$4.2 million, with the Group having a net cash position of US$59.5 million.
2. Unaudited Net Asset Value
Origo's portfolio of investments (the "Portfolio") had a net asset value of US$196.6 million (US$0.66 per share) as of December 31, 2010 ("Annual Results"). No revaluation of the Portfolio took place in the first three months of 2011. However, adjusting to reflect the purchase and sale of investments, currency movements and market values in respect of quoted investments, the Company estimates unaudited net asset value at the end of the Period was US$199.1 million (US$0.67 per share), representing an increase of 1.3 per cent. The equivalent NAV per share translated into British Sterling at the prevailing exchange rate at the end of the Period was 41.6p compared to 42.6p for the period ending December 31, 2010.
3. Portfolio composition
In line with the Group's strategy, investments are made predominately in privately held companies across various sectors of China's economy, and in companies and assets with connections to the Chinese market with the objective of providing shareholders with above market returns, primarily through capital appreciation. Currently, the Group focuses on two sectors: natural resources (comprising metals, mining and agriculture) and cleantech.
As at March 31 2011, the Portfolio was carried at the aggregate value (excluding revaluations of unquoted portfolios) of US$190.4 million. The top 10 investments represented 95 per cent of the fair value of the Portfolio; the top 5 investments accounted for 74 per cent.
Table 1: Top 10 Investments (US$ million)
Company | Sector | Instrument | Ownership* | Cost | Fair value | % ofNAV |
Gobi Coal & Energy Ltd | Metals & Mining | Common Stock | 19.5% | 14.7 | 52.7 | 26.5% |
R. M. Williams Agricultural Holdings Pty Ltd | Agriculture | Common Stock & Loan | 19.3% | 23.1 | 31.2 | 15.7% |
IRCA Holdings Ltd | Metals & Mining | Common Stock & Loan | 49.1% | 23.3 | 23.3 | 11.7% |
Celadon Mining Ltd** | Metals & Mining | Common Stock | 9.7 % | 13.0 | 13.0 | 6.5% |
China Rice Ltd | Agriculture | Preferred Stock | 32% | 13.0 | 13.0 | 6.5% |
Rising Technology Corporation Ltd/ Beijing Rising Information Technology Ltd | Consumer, Media & Technology | Common Stock | 2% | 7.0 | 12.1 | 6.1% |
Unipower Battery Ltd | Cleantech | Preferred Stock & Loan | 16.5% | 9.3 | 9.3 | 4.7% |
HaloSource, Inc. | Cleantech | Common Stock | 4.3% | 3.1 | 7.0 | 3.5% |
Staur Aqua AS (Aqualyng Holdings AS) | Cleantech | Common Stock & Loan | 9.2% | 4.6 | 5.1 | 2.6% |
Achieve Stars Development Ltd (Niutech Energy Ltd) | Cleantech | Preferred Stock | 17.1% | 4.7 | 4.7 | 2.4% |
* Representing legal and beneficial interests, excluding impact of options, warrants and convertible instruments
** Residual position post partial divestment as explained in section 5 Realisations.
Reflecting the Group's strategy of investing in privately held companies, 96% of the Portfolio (in terms of fair value) is presently invested in unquoted companies with the exception of the Company's stake in AIM listed HaloSource Inc. (LSE: HAL) and a minor position in Weka Entertainment, listed on NYSE Alternext (ALWEK.NX).
The weighted average holding period is 1.8 years, with 77 per cent of the Portfolio having been held for less than 3 years; 15 per cent having been held for 3-4 years, and 8 per cent for 4 years or longer, reflecting the growing maturity of our Portfolio.
In terms of sectors, the composition of the Portfolio is as follows: Metals & Mining (55 per cent), Agriculture (23 per cent), Cleantech (14 per cent), and Consumer, Technology and Media (8 per cent).
As we continue to demonstrate the quality of our Portfolio through selected realisations, we expect there to be a further shift in its composition as the percentage invested in the consumer, technology and media sector continues to decrease in 2011 as we actively seek to divest our legacy holdings.
4. Investments
Origo invested a total of US$28.2 million in the three months to March 31, 2011, comprising US$22.2 million of investments in new portfolio companies, and US$6 million of deployments to existing investee companies.
In February, the Company announced that it had entered into a joint venture agreement to acquire a 49 per cent stake in Shanghai EV-Tech Ltd ("EV-Tech"), a Chinese company which specializes in the development and sale of battery management systems and vehicle control units for the Chinese electric vehicle market. In connection with the joint venture transaction, the Group agreed to provide initial funding of approximately US$550,000 and entered into a loan agreement providing the initial funding of RMB 1.3 million to EV-Tech.
In March, the Company completed the acquisition of an equity stake of no less than 21 per cent in China Rice Ltd ("China Rice"), for a consideration of US$13 million. At the time of the transaction Origo was also granted an option to invest an additional US$10 million in the form of a note convertible into equity prior to a public offering. China Rice is one of China's leading privately held rice processing and distribution groups with an annual production capacity of approximately 300,000 tons.
In that same month, the Company announced a follow-on investment of up to US$15 million in Unipower Battery Ltd ("Unipower") as part of a US$22 million convertible note offering. Origo intends to subscribe for no less than US$7.5 million of the offering on its own account, of which US$5 million was disbursed in the Period, and assign the balance to a separate cleantech fund that the Company is in the process of forming.
The Company also acquired a 9.7 per cent equity stake in Celadon Mining Ltd ("Celadon"), a Chinese focused coal exploration and mining company, for a consideration of approximately £8.0 million. Celadon, through its Chinese subsidiaries, owns four Chinese coal properties in the eastern sector of the Qitaihe coal-bearing basin in Heilongjiang Province, northeast China, which include one sizeable exploration concession (39km2) and three mining concessions.
Finally, the Company entered into an agreement with Kincora Group Ltd to extend up to US$1.5 million in the form of an unsecured loan, of which US$500,000 had been disbursed by the time of the publication of this statement.
5. Realisations
The investment in Celadon was a syndicated transaction under which Origo first completed the acquisition of a 16.2 per cent equity interest in consideration for £13.3 million and then - in a back to back arrangement - disposed 40 per cent of the interest to third parties at cost. As of March 31, £1.2 million of the proceeds in respect of the disposal had been received (the balance of £4.2 million was received in April), leaving Origo with an effective 9.7 per cent equity interest in Celadon at the net acquisition cost of approximately £8.0 million.
6. Portfolio Updates
In April, Origo entered into a conditional agreement with Brazilian Diamonds Limited ("BZD"), a Toronto-listed company focused on the exploration and development of prospective mineral properties, in relation to the acquisition of Origo's interest in Kincora Group Ltd ("Kincora"). Under the terms of the transaction, BZD will acquire Origo's 25 per cent equity stake, outstanding loan stock, and option to increase its ownership to 75 per cent in that company, in consideration for Origo being issued with shares representing an equity interest of between 31 per cent and 35 per cent of the fully diluted share capital of BZD. The exact equity interest percentages will be determined according to the amount of capital raised by BZD in conjunction with the acquisition.
The transaction constitutes a reverse takeover under the rules of the Toronto Stock Exchange Venture Exchange and is subject to a number of conditions including TSX Venture Exchange acceptance, BZD shareholder approval, and BZD raising a minimum of US$10 million and a maximum of US$15 million via a private placing, the terms of which will be agreed between Origo and BZD.
ENDS
For further information about Origo please visit www.origoplc.com or contact:
Origo Partners plc Chris Rynning Niklas Ponnert | +86 1390 124 6417
+86 1351 106 1672 |
Broker and Nominated Adviser Liberum Capital Limited Simon Atkinson/ Richard Bootle | +44 (0)20 3100 2222 |
Public Relations: Aura Financial Andy Mills / Nina Legge/Mike Bartlett | +44 (0)20 7321 0000 |
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