REA Finance B.V.: Half yearly results

REA Finance B.V., Amsterdam

HALF YEARLY REPORT 2020

Management herewith presents to the shareholder the half yearly report and condensed accounts of REA Finance B.V. (hereinafter the "Company") for the six-month period ended 30 June 2020.

General

The Company is a private company with limited liability incorporated under the laws of the Netherlands and acts as a finance company. The ultimate holding company is R.E.A. Holdings plc ("REAH"), London, United Kingdom. The REAH group is principally engaged in the cultivation of oil palms in the province of East Kalimantan in Indonesia and in the production of crude palm oil and by-products from fruit harvesting from its oil palms.

 

Overview of activities

At 1 January 2020 the Company had outstanding £30,852,000 8.75 per cent per annum guaranteed sterling notes 2020 (the "sterling notes").

 

At 1 January 2020 the Company also had a loan (the "loan") receivable from REAH of £31,327,000 bearing interest at 8.9283 per cent per annum and repayable on 20 August 2020.

 

During the period under review the Company received interest on the loan from the Company to REAH and

paid interest to the noteholders of the sterling notes.

 

On 31 March 2020, a general meeting of holders of the sterling notes agreed proposals to extend the repayment date of the sterling notes to 31 August 2025. As consideration for this, the sterling notes are now repayable at £1.04 per £1.00 nominal on 31 August 2025 and REAH has issued to noteholders 4,010,760 warrants with each such warrant entitling the holder to subscribe, for a period of five years, one new ordinary share in the capital of REAH at a subscription price of £1.26 per share.

 

As a consequence, the Company has agreed with REAH that the loan will be repayable on the same date. All other terms and conditions of the loan are unchanged.

 

Results

The net asset value of the Company as at 30 June 2020 amounts to £1,025,529 (30 June 2019: £981,941). The net result for the six month period ended 30 June 2020 is a profit of £13,056 (30 June 2019: £17,836).

 

Going concern

In the Financing and Outlook sections of the Interim management report included in the REAH Half yearly report 2020, it was stated as follows:

 

"The group net indebtedness at 30 June 2020 of $199.7 million represents a reduction of some $8.1 million from the group net indebtedness at 31 December 2019 of $207.8 million. This reduction has been achieved by the combination of continued repayments of local bank borrowings and a fall in dollar terms of rupiah and sterling indebtedness as a result of both the rupiah and sterling weakening against the dollar. Since 30 June 2020, group indebtedness has been further reduced by $7.5 million representing the capitalisation as equity of DSN's 15 per cent share of loans to REA Kaltim (the balance of capitalised loans comprising loans from the company to REA Kaltim, the capitalisation of which does not affect group indebtedness). Moreover, since 30 June 2020 the rupiah has weakened and currently stands at Rp 14,844 = $1. At that level, the Indonesian bank indebtedness at 30 June 2020 would have been reduced in dollar terms by some $4.2 million.

 

As noted under "Results" above, earnings before interest, tax, depreciation and amortisation for the six months to 30 June 2020 amounted to $11.2 million which was insufficient to cover interest payments of $9.8 million, the outflow on investing activities of $9.4 million and the repayments of bank loans. The shortfall was funded from a combination of related party loans, pre-sale advances from customers and supplier credit with the major component of such funding provided by customers keen to secure supplies of CPO and CPKO as industry stocks diminish. Pre-sale advances from customers entail forward commitments of CPO and CPKO on the basis

that pricing is fixed at the time of delivery by reference to prices then prevailing.

 

Provided that current higher CPO and CPKO prices and good crops continue, the group believes it will be able progressively to reduce to normal levels the extended credit secured from suppliers and customers while continuing to meet its other commitments. However, reliance on such credit can restrict the group's operational flexibility and leave it with little reserve against another downturn in its cash flows.

 

Accordingly, the group is continuing financing discussions with its Indonesian bankers, PT Bank Mandiri (Persero) Tbk. The logistics of such discussions have been and continue to be complicated by Covid-19 restrictions in Jakarta which means that the discussions are taking longer than expected. Following advice from the bank not to seek a restructuring of existing group loans, the group has reverted to applying for new loans from the bank to be drawn down over 2020 and 2021 in amounts broadly equivalent to the repayments to be made to the bank in respect of the group's existing loans. Notwithstanding the logistical challenges, this application has now reached an advanced stage and the bank remains supportive of REA Kaltim and its subsidiaries.

 

While CPO consumption is likely to remain restrained and may even decline in the very short term, the long term growth trend is likely to be resumed before long. Production and stock levels across the industry are generally expected to continue to be impacted by lower yields as a consequence of reduced fertiliser applications by some producers, slower growth in mature plantings and increasing age profiles due to a lack of replanting, as well as constraints on the availability of labour. This bodes well for future prices and the directors, therefore, look forward to a more positive outlook as cash flows improve."

 

In the Going concern section of the REAH Half yearly report 2020, it was stated as follows:

 

"Since publication of the 2019 annual report, CPO prices have seen some recovery from $525 per tonne to $750 per tonne, the cost saving and efficiency measures implemented in 2019 have positively impacted financial performance in 2020 to date (and should continue to do so) and the group's operating performance has remained sound, with the Covid-19 pandemic so far having had minimal impact on the operations.

 

As noted under "Financing" in the Interim management report, negotiations with the group's Indonesian bankers, PT Bank Mandiri (Persero) Tbk, have been progressing, albeit slowly owing to logistical consequences of Covid-19. Discussions are now at an advanced stage and the bank remains supportive of REA Kaltim and its subsidiaries.

 

The group's net indebtedness reduced over the six months to 30 June 2020 and has subsequently continued to reduce. The group has been able to achieve such reduction by funding its cash flow requirements from improved operating cashflows, and increased credit from suppliers and customers. Provided that current higher CPO and CPKO prices and good crops continue, the group believes that, even without new additional bank facilities, it will be able progressively to reduce such extended credit to normal levels while continuing to meet its other commitments.

 

Palm oil cultivation continues to be categorised as an essential industry by the Indonesian government. Subject to any further disruption wrought by the Covid-19 pandemic, provided that the recent recovery in CPO prices is sustained and the group's operating performance continues to be maintained, the directors have a reasonable expectation that the company will be able to continue its operations and meet its liabilities as they fall due over the period of twelve months from the date of approval of the accompanying financial statements and they continue to adopt the going concern basis of accounting in preparing those statements."

 

Risks and uncertainties

The principal risks and uncertainties facing the Company relate to the due performance by REAH of its obligations under the loan agreement with the Company. Any shortfall in performance would impact negatively on the Company's ability to meet its obligations to the holders of the sterling notes. The exposure of the

Company to the sterling noteholders in the event of any shortfall in the collection of the loan to REAH is

limited by:

 * the guarantee given by REAH and R.E.A. Services Limited ("REAS"), a subsidiary company of REAH

incorporated in the United Kingdom, in favour of the noteholders; and

* the Limited Recourse Agreement dated 29 November 2010 and made between the Company, REAH and REAS (the "LRA").

 

The LRA reflects the intention of the parties thereto that the Company, in relation to its financing activities, should (i) meet the minimum risk requirements of article 8c, paragraph 2, of the Dutch Corporate Income Tax Act and (ii) not be exposed to risk in excess of the Minimum Risk Amount ("MRA"). For these purposes the MRA is 1 per cent of the aggregate amounts outstanding under the loan agreement between the Company and REAH. In relation to point (i) above, the Company's capital and reserves as at 31 December 2018 and as at 31 December 2019 complied with the minimum risk requirements of article 8c, paragraph 2, of the Dutch Corporate Income Tax Act. In addition, pursuant to the LRA, REAH and REAS limited their rights of recourse against the Company in respect of any calls upon their guarantee of the 2020 sterling notes.

 

Further details of risks and uncertainties were set out on page 6 of the Company's annual report and accounts for the year ended 31 December 2019 (the "2019 Annual Report"), a copy of which is available on REAH's website at www.rea.co.uk.

 

To date there has been no subsequent change in the principal risks and uncertainties facing the business, or in the arrangements designed to limit the extent of the principal risks.

 

Further information regarding risks and uncertainties as respects Covid-19 to the REAH group are set out on page 9 of the REAH Half yearly report 2020.

 

Risk management objectives

The Company's risk management objectives were set out on page 8 of the 2019 Annual Report, and there has been no subsequent change.

 

Related party transactions

There has been no change to related party transactions since 30 June 2020.

 

Statement of directors' responsibilities

The sole director of the Company is Apex Financial Services B.V. The director confirms that this set of condensed accounts has been prepared in accordance with Dutch Generally Accepted Accounting Principles as applicable to interim reports, and that the interim management report herein includes a fair review of the information required by the Disclosure and Transparency Rules of the Financial Conduct Authority, paragraph DTR 4.2.7.

 

Amstelveen, 23 September 2020

 

Apex Financial Services B.V.

 

 

Balance Sheet as at 30 June 2020

			30 June 2020			30 June 2019			31 Dec 2019
		Notes		£'000			£'000		£'000
ASSETS
Fixed assets
Financial fixed assets
Loan to parent company		1		32,561			31,327		-
				32,561			31,327		-
Current assets
Receivables
Loan to parent company		1		-			-		31,327
Receivable from parent company				556			482		538
Prepayments				13			10		-
Taxes				15			13		5
				584			505		31,870
Cash				8			17		40
Total assets				33,153			31,849		31,910
SHAREHOLDER'S EQUITY AND LIABILITIES
Shareholder's equity		3
Issued share capital				16			16		15
Share premium reserve				475			475		475
Translation reserve				(4)			(4)		(3)
Other reserves				525			477		525
Unappropriated results				13			18		-
				1,025			982		1,012
Long term liabilities
Other debts - sterling notes		2		32,086			30,852		-
Current liabilities
Accounts payable				-			-		1
Taxes				-			-		-
Other debts - sterling notes		2		-			-		30,852
Accrued liabilities				42			15		45
				42			15		30,898
Total shareholder's equity and liabilities				33,153			31,849		31,910

 

Profit and Loss account for the period of six months ended 30 June 2020

		30 June 2020		30 June 2019		31 December 2019
	Notes	£'000		£'000		£'000
Other operating income		72		-		55
Gross operating result		72		-		55
Other operating costs		(98)		(28)		(97)
Operating result		(26)		(28)		(42)
Interest income		1,399		1,399		2,802
Interest expenses		(1,357)		(1,349)		(2,700)
Total financial income and expenses		42		50		102
Result before taxation		16		22		60
Taxation	4	(3)		(4)		(12)
Result after taxation		13		18		48

 

  

Notes to the accounts for the period of six months ended 30 June 2020

General

The Company was incorporated as a private company with limited liability under the laws of the Netherlands on 7 November 2006 and has its statutory seat in Amsterdam, the Netherlands. The ultimate holding company is R.E.A. Holdings plc in London, United Kingdom. The principal activity of the Company is to act as a finance company, and its place of business is at Van Heuven Goedhartlaan 935a, 1181 LD, Amstelveen, the Netherlands.

 

The functional currency of the Company is GBP, which is also the presentation currency of the accounts.

 

Basis of preparation

The condensed financial information for the period of six months ended 30 June 2020 comprises the unaudited results for the six months ended 30 June 2020 and 30 June 2019 together with audited annual accounts for the year ended 31 December 2019 on which the auditors gave an unqualified report and did not draw attention to any matters by way of emphasis.

 

The condensed accounts for the period of six months ended 30 June 2020 have been prepared in accordance with accounting principles generally accepted in the Netherlands and in conformity with provisions governing annual accounts as contained in Part 9 of Book 2 of the Dutch Civil Code, and should be read in conjunction with the audited annual accounts for the year ended 31 December 2019.

 

The same accounting policies, presentation and methods of computation are followed in this set of condensed accounts as applied in the Company's latest audited annual accounts.

 

Exchange rates

The exchange rates used are:

		30 June 2020		30 June 2019		31 December 2019
1 GBP (pound sterling) = €		1.10		1.12		1.17

 

 

 

1. Loan to parent company

 

		30 June 2020		30 June 2019		31 December 2019
R.E.A. Holdings plc		£'000		£'000		£'000
Financial fixed assets - due after one year
Balance at 1 January		-		31,327		31,327
Reclassification from/to current assets		32,561		-		(31,327)
Balance at 30 June/31 December		32,561		31,327		-
Current assets - due within one year
Balance at 1 January		31,327		-		-
Premium on redemption sterling notes		1,234		-		-
Reclassification from/to financial fixed assets		(32,561)		-		31,327
Balance at 30 June/31 December		-		-		31,327
Total loan to parent company		32,561		31,327		31,327

R.E.A. Holdings plc ("REAH"), the Company's parent company, is a company incorporated in the United Kingdom whose share capital is listed on the London Stock Exchange.

The loan to REAH bears interest at 8.9283 per cent per annum. The loan represents the on-lending of proceeds from the issue of the sterling notes on such terms that permit the Company to earn such interest margin as is specified by the Advance Pricing Agreement. This agreement was valid until 2018 and the same model has been used consistently in 2020.

 

On 31 March 2020, a general meeting of holders of the sterling notes agreed proposals to extend the repayment date of the sterling notes to 31 August 2025 (see note 2.). As a consequence, the Company has agreed with REAH to extend the loan to 31 August 2025. The terms and conditions have not changed in comparison with the previous version and the £1,234,080 premium payable on the repayment has been added to the loan balance but this amount is not interest bearing.

 

2. Other debts - sterling notes

 

		30 June 2020		30 June 2019		31 December 2019
Sterling notes 2025/2020		£'000		£'000		£'000
Long term liabilities - due after one year
Balance at 1 January		-		30,852		30,852
Reclassification from/to current liabilities		32,086		-		(30,852)
Balance at 30 June/31 December		32,086		30,852		-
Current liabilities - due within one year
Balance at 1 January		30,852		-		-
Premium on redemption sterling notes		1,234		-		-
Reclassification from/to long term liabilities		(32,086)		-		30,852
Balance at 30 June/31 December		-		-		30,852
Total other debts - sterling notes		32,086		30,852		30,852

 

The 8.75 per cent guaranteed sterling notes are listed on the London Stock Exchange and are irrevocably and unconditionally guaranteed by REAH and R.E.A. Services Limited ("REAS"), a subsidiary of REAH incorporated in the United Kingdom.

 

On 1 January 2020, the £30,852,000 sterling notes were repayable on 20 August 2020. On 31 March 2020, a general meeting of holders of the sterling notes agreed proposals to extend the repayment date of the sterling notes to 31 August 2025. As consideration for this, the sterling notes are now repayable at £1.04 per £1.00 nominal on 31 August 2025 and REAH has issued to noteholders 4,010,760 warrants with each such warrant entitling the holder to subscribe, for a period of five years, one new ordinary share in the capital of REAH at a subscription price of £1.26 per share.

 

The sterling notes and loan to the parent company have both been increased by the total premium payable of £1,234,080 which amount is not interest bearing.

   

3. Shareholder's equity 

The authorised share capital of the Company amounts to €90,000 divided into 90,000 shares of €1 each, of which 18,000 shares have been issued and fully paid-up. The share capital is recorded at the rate of exchange at the balance sheet date. At 30 June 2020 the rate was 1 GBP = €1.10 (June 2019: 1 GBP = €1.12).

 

		Share capital		Share premium		Translation reserve		Other reserves		Unappropriated results
		£'000		£'000		£'000		£'000		£'000
Unaudited balance as at 30 June 2019		16		475		(4)		477		18
Revaluation		(1)		-		1		-		-
Result for the period		-		-		-		30		-
Appropriation of result		-		-		-		18		(18)
Audited balance as at Dec 31, 2019		15		475		(3)		525		-
Revaluation		1		-		(1)		-		-
Result for the period		-		-		-		-		13
Appropriation of result		-		-		-		-		-
Unaudited balance as at 30 June 2020		16		475		(4)		525		13

 

 

4. Corporate income tax

 

		30 June 2020		30 June 2019		31 December 2019
		£'000		£'000		£'000
Corporate income tax - current period		(3)		(4)		(12)

 

 

OTHER INFORMATION

Shareholder information

The Company's half-yearly report and condensed accounts for the six months ended 30 June 2020 is available for downloading from REAH's website at www.rea.co.uk.

 

Statutory rules relating to the appropriation of results

In accordance with article 18 of the Company's articles of association, and Book 2 of the Dutch Civil Code, the allocation of profits accrued in a financial year shall be determined by the general meeting. If the general meeting does not adopt a resolution regarding the allocation of the profits prior to or at latest immediately after the adoption of the annual accounts, the profits will be reserved.

 

The general meeting has the authority to make distributions. If the Company is required by law to maintain reserves, this authority only applies to the extent that the equity exceeds these reserves. No resolution of the general meeting to distribute shall have effect without the consent of the management board. The management board may withhold such consent only if it knows or reasonably should expect that after the distribution, the Company will be unable to continue the payment of its debts as they fall due.

 

Subsequent events

No events have occurred since the balance sheet date which would change the financial position of the Company and which would require adjustment of or disclosure in, the half yearly report and condensed accounts now presented.