TIDMOPP
RNS Number : 6271A
Origo Partners PLC
30 September 2015
30 September 2015
Origo Partners Plc
("Origo" or the "Company" and together with its subsidiaries the
"Group")
Interim Financial Report for the six months ended 30 June
2015
Origo announces its unaudited interim results for the six months
ended 30 June 2015 (the "Period")
Highlights:
-- Total investments of US$0.4 million in existing portfolio companies
-- Investment gain of US$3.2 million (30 June 2014 investment loss: US$25.5 million)
-- Loss before tax of US$3.8 million (30 June 2014 loss before tax: US$30.6 million)
-- Net asset value of US$50.7 million (31 December 2014: US$54.3 million)
-- Total other administrative expenses of US$2.5 million (30 June 2014: US$2.8 million)
-- Net asset value per share of US$0.14 as at 30 June 2015 (31
December 2014: US$0.16), equivalent to 9 pence (31 December 2014:
10 pence)
-- Closing net cash position of US$2.8 million as at 30 June 2015
For further information about Origo please visit
www.origoplc.com or contact:
Origo Partners plc
Niklas Ponnert niklas@origoplc.com
Nominated Adviser
Smith & Williamson Corporate Finance
Limited
Azhic Basirov
Ben Jeynes +44 (0)20 7131 4000
Public Relations
Aura Financial
Andy Mills +44 (0)20 7321 0000
Chairman's Statement
We made initial progress during the first half of the year in
delivering on a number of the objectives set out in the revised
strategy approved by Origo's shareholders at the end of 2014.
In particular, we successfully reduced administrative costs
during the Period following, amongst other things, the outsourcing
of the management of the portfolio to Origo Advisors Limited group
("OAL") and the transfer of employees previously employed by the
Group to OAL. In addition, Origo's loss before tax for the Period
of US$3.8 million was significantly lower than that of the same
period of 2014.
The Board, working with OAL, monitors the performance of the
portfolio closely. The stabilisation of the portfolio's performance
during the Period is encouraging. We continue to assess
opportunities in conjunction with OAL to divest the portfolio in
accordance with Origo's stated investing policy, as adopted in
November 2014.
Following the Period end, the Isle of Man Court handed down
judgment, in favour of the Company following proceedings in respect
of a complaint first announced by the Company on 30 June 2014 (the
"Judgement"). The Judgement confirmed that the Company's articles
(the "Articles") bear the meaning propounded by the Company. The
Company was pleased with this positive outcome to the Isle of Man
proceedings.
Subsequent to the Judgement being handed down, and as announced
by the Company on 14 July 2015, the Company was notified of a new
complaint in relation to the construction of article 4.17 of the
Articles, which primarily addresses a conversion mechanism relating
to the Company's convertible zero dividend preference shares.
The Company has been working with holders of the convertible
zero dividend preference shares to achieve a resolution which would
be acceptable to all Origo shareholders. As announced by the
Company on 29 September 2015, the Company is in the process of
finalising a set of detailed proposals, which will be put to
Origo's shareholders at an extraordinary general meeting as soon as
is practicable.
Investment Consultant's Report
The fair value of the portfolio rose by approximately US$2.7
million during the Period, reflecting a generally more stable
performance by Origo's investments compared to the end of 2014.
Nevertheless, the economic environment remains challenging. The
continued downturn in commodities prices continues to weigh on
asset values across the mining sector - impacting both the
valuation of investments and prospects for disposal.
In addition, recent events in China have generated increasing
concern over the health of its economy and a resulting worsening of
investor sentiment towards the country. The volatility in equity
markets impacts the ability of growth companies to seek financing
and the appetite of investors for such assets.
Portfolio update
The majority of Origo's portfolio companies traded in line with
expectations during the Period and as such there was no material
change to their carrying values. Notable developments at China Rice
Ltd ("China Rice"), Unipower Battery Ltd ("Unipower") Moly World
Ltd ("Moly World") and Kincora Copper Ltd ("Kincora") are
summarised below.
The value of Origo's equity holding in China Rice increased by
US$6.4 million, to US$18.5 million, because of a re-rating of the
company's peer group.
As previously announced, Unipower continues to be heavily
impacted by tightening credit conditions for small and medium sized
enterprises, limiting its ability to procure required working
capital financing to sustain growth. This has resulted in a 20%
reduction in the carrying value of this investment to US$9.6
million.
In addition, the value of Origo's stake in Moly World, the owner
of a prospective molybdenum and tungsten project in Mongolia, has
been written down by US$1.2 million to US$7.5 million as a result
of the continued subdued outlook for the junior mining sector.
Kincora is continuing exploration activities at its wholly owned
Bronze Fox deposit in Mongolia following positive results in 2014.
With a view to enhancing Kincora shareholder value, the management
team of Kincora is also assessing a range of corporate transactions
that would not otherwise be available to Kincora at more favourable
points in the commodity cycle.
Discussions with Kincora regarding the CAN$2.5 million
convertible note held by Origo are ongoing.
Financial performance
The estimate of the fair value of Origo's portfolio rose from
US$120.2 million at 31 December 2014 to US$122.9 million at the end
of the Period.
The increase was principally due to the US$6.4 million increase
in the carrying value of Origo's investment in China Rice, which
was partially offset by reductions in the carrying values of the
Company's investments in Unipower and Moly World.
Total other administrative expenses were reduced to US$2.5
million (30 June 2014: US$2.8 million).
Total investments in existing portfolio companies amounted to
US$0.4 million during the Period.
The Company recorded a loss before tax of US$3.8 million for the
Period, compared to a loss before tax of US$30.6 million during the
corresponding period of 2014.
At the end of the Period, the Company had cash and cash
equivalents of US$2.8 million, down from US$5.2 million at the end
of 2014.
The Company reported net asset value of US$50.7 million as at 30
June 2015, representing a net asset value per share of US$0.14.
This compares to US$54.3 million as at 31 December 2014 (US$0.16
per share). The decline in the net asset value was attributable to
ongoing operating expenses and non-cash based charges relating to
interest accrued (US$2.8 million) to the convertible zero-dividend
preferred shares.
Outlook
Recent gyrations in Chinese stock markets have created headlines
around the world, and intensified speculation of a "hard landing"
in the country's economy. Whilst we continue to monitor
developments very closely and assess the impact upon Origo's
investments, the extent to which Chinese stock market performance
reflects the underlying performance of the economy is not yet
clear. Furthermore, the recent devaluation of the Chinese Yuan
should stimulate the economy in the medium term whilst Chinese
Government policy remains highly supportive of the clean-tech
sector.
AUDITORS' INDEPENDENT REVIEW REPORT
Introduction
We have been engaged by Origo Partner Plc ("the Group") to
review the set of financial statements in the interim financial
report for the six months ended 30 June 2015 which comprises the
interim consolidated statement of comprehensive income, the interim
consolidated statement of financial position, the interim
consolidated statement of changes in equity, the interim
consolidated statement of cash flows, and the related notes 1 to
23. 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 Group's members, as a body, 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 Group's members, 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 interim 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 Group a conclusion on
the set of financial statements in the interim financial report
based on our review.
Scope of review
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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 2015 are
not prepared, in all material respects, in accordance with IAS
34.
Ernst & Young LLC
Chartered Accountants
Isle of Man
29 September 2015
Interim Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2015
(Unaudited)
(Unaudited) Six months
Six months ended ended
30 June 2015 30 June 2014
Notes US$'000 US$'000
--------------------------------------- ------ ------------------ --------------
Investment income/(loss): 3
Realised losses on disposal of
investments (978) (6,054)
Unrealised gains/(losses) on
investments 3,819 (20,041)
Income from loans 368 544
Dividends - 4
--------------------------------------- ------ ------------------ --------------
3,209 (25,547)
--------------------------------------- ------ ------------------ --------------
Fund Consulting fee - 98
Consulting services payable 4 (1,044) (50)
Other income 65 43
Performance incentive 5 (542) 532
Share-based payments 21 (54) (363)
Other administrative expenses 6 (2,526) (2,800)
--------------------------------------- ------ ------------------ --------------
Net loss before finance costs
and taxation (892) (28,087)
Foreign exchange (losses)/gains (103) 77
Finance income 9 - 1
Finance costs 9 (2,840) (2,602)
--------------------------------------- ------ ------------------ --------------
Loss before tax (3,835) (30,611)
Income tax 10 (305) 62
--------------------------------------- ------ ------------------ --------------
Loss after tax (4,140) (30,549)
--------------------------------------- ------ ------------------ --------------
Other comprehensive income/(loss)
--------------------------------------- ------ ------------------ --------------
Other comprehensive income/(loss)
to be reclassified to profit
or loss in subsequent periods:
Exchange differences on translating
foreign operations 94 (964)
Tax on other comprehensive losses - -
--------------------------------------- ------ ------------------ --------------
Net other comprehensive income/(loss)
to be reclassified to profit
or loss in subsequent periods 94 (964)
--------------------------------------- ------ ------------------ --------------
Total comprehensive loss after
tax (4,046) (31,513)
Loss after tax
--------------------------------------- ------ ------------------ --------------
Attributable to:
- Owners of the parent (4,128) (30,670)
- Non-controlling interests (12) 121
--------------------------------------- ------ ------------------ --------------
(4,140) (30,549)
--------------------------------------- ------ ------------------ --------------
Total comprehensive loss
--------------------------------------- ------ ------------------ --------------
Attributable to:
- Owners of the parent (4,034) (31,634)
- Non-controlling interests (12) 121
--------------------------------------- ------ ------------------ --------------
(4,046) (31,513)
--------------------------------------- ------ ------------------ --------------
Basic loss per share 11 (1.18) cents (8.80) cents
--------------------------------------- ------ ------------------ --------------
Diluted loss per share 11 (1.18) cents (8.80) cents
--------------------------------------- ------ ------------------ --------------
The accompanying notes form an integral part of these financial
statements.
Interim Consolidated Statement of Financial Position
As at 30 June 2015
(Unaudited) (Audited)
30 June 2015 31 December 2014
Assets Notes US$'000 US$'000
-------------------------------------------------- ------ -------------- ------------------
Non-current assets
Property, plant and equipment 81 96
Intangible assets 5 6
Investments at fair value through profit or loss 13 94,553 91,306
Loans 14 655 653
Derivative financial assets 15 - 11
-------------------------------------------------- ------ -------------- ------------------
95,294 92,072
-------------------------------------------------- ------ -------------- ------------------
Current assets
Trade and other receivables 16 4,183 3,896
Loans due within one year 14 27,722 28,246
Cash and cash equivalents 2,812 5,185
-------------------------------------------------- ------ -------------- ------------------
34,717 37,327
-------------------------------------------------- ------ -------------- ------------------
Total assets 130,011 129,399
-------------------------------------------------- ------ -------------- ------------------
Current liabilities
Trade and other payables 17 1,997 1,249
Performance incentive payable within one year 17 8 8
2,005 1,257
-------------------------------------------------- ------ -------------- ------------------
Non-current liabilities
Convertible zero dividend preference shares 18 66,434 63,609
Provision 19 8,089 7,701
Deferred income tax liability 2,793 2,488
-------------------------------------------------- ------ -------------- ------------------
77,316 73,798
-------------------------------------------------- ------ -------------- ------------------
Net assets 50,690 54,344
-------------------------------------------------- ------ -------------- ------------------
Equity attributable to owners of the parent
Issued capital 20 56 55
Share premium 150,414 150,262
Share-based payment reserve 7,325 7,147
Retained earnings (115,612) (111,484)
Translation reserve (1,406) (1,500)
Equity component of convertible zero
dividend preference shares 18 8,297 8,297
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September 30, 2015 02:01 ET (06:01 GMT)
Other reserve 1,056 995
-------------------------------------------------- ------ -------------- ------------------
50,130 53,772
Non-controlling interests 560 572
-------------------------------------------------- ------ -------------- ------------------
Total equity 50,690 54,344
-------------------------------------------------- ------ -------------- ------------------
Total equity and liabilities 130,011 129,399
-------------------------------------------------- ------ -------------- ------------------
The accompanying notes form an integral part of these financial
statements.
Interim Consolidated Statement of Changes in Equity
For the six months ended 30 June 2015
Attributable to equity holders of the parent
Share- Equity
based component
Issued Share payment Retained of Other Translation Non-controlling Total
capital premium reserve earnings CZDPs* reserve reserve Total interests equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January
2015 55 150,262 7,147 (111,484) 8,297 995 (1,500) 53,772 572 54,344
--------------- -------- -------- -------- ---------- ---------- -------- ------------ -------- ---------------- --------
Loss for the
period - - - (4,128) - - - (4,128) (12) (4,140)
Other
comprehensive
income - - - - - - 94 94 - 94
--------------- -------- -------- -------- ---------- ---------- -------- ------------ -------- ---------------- --------
Total
comprehensive
loss - - - (4,128) - - 94 (4,034) (12) (4,046)
New issue of
shares 1 184 - - - - - 185 - 185
Own shares
acquired - (32) - - - 61 - 29 - 29
Share-based
payment
expense - - 178 - - - - 178 - 178
At 30 June
2015 56 150,414 7,325 (115,612) 8,297 1,056 (1,406) 50,130 560 50,690
--------------- -------- -------- -------- ---------- ---------- -------- ------------ -------- ---------------- --------
Attributable to equity holders of the parent
Share- Equity
based component
Issued Share payment Retained of Other Translation Non-controlling Total
capital premium reserve earnings CZDPs* reserve reserve Total interests equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January
2014 55 150,281 6,741 (49,127) 8,297 (2,193) (1,248) 112,806 22,163 134,969
--------------- -------- -------- -------- --------- ---------- -------- ------------ --------- ---------------- ---------
Loss for the
period - - - (30,670) - - - (30,670) 121 (30,549)
Other
comprehensive
loss - - - - - - (964) (964) - (964)
--------------- -------- -------- -------- --------- ---------- -------- ------------ --------- ---------------- ---------
Total
comprehensive
loss - - - (30,670) - - (964) (31,634) 121 (31,513)
Capital
redemption
of CCP fund - - - - - 3,162 - 3,162 (9,003) (5,841)
Share-based
payment
expense - - 352 - - - - 352 - 352
Minority
interests - - - - - - - - (7,949) (7,949)
At 30 June
2014 55 150,281 7,093 (79,797) 8,297 969 (2,212) 84,686 5,332 90,018
--------------- -------- -------- -------- --------- ---------- -------- ------------ --------- ---------------- ---------
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 Equity created to recognise share-based payment
reserve expense.
-------------------- -------------------------------------------------
Equity component of Convertible zero dividend preference shares.
CZDPs
-------------------- -------------------------------------------------
Other reserve Equity created to recognise own shares acquired.
-------------------- -------------------------------------------------
Translation reserve Equity created to recognise foreign currency
translation differences.
-------------------- -------------------------------------------------
The accompanying notes form an integral part of these financial
statements.
Interim Consolidated Statement of Cash Flows
For the six months ended 30 June 2015
(Unaudited) (Unaudited)
Six months Six months
ended ended
30 June 2015 30 June 2014
Notes US$'000 US$'000
--------------------------------------------- ------ ------------- -------------
Loss before tax (3,835) (30,611)
--------------------------------------------- ------ ------------- -------------
Adjustments for:
Depreciation and amortisation 6 20 27
Performance incentive 5 542 (532)
Share-based payments 21 54 363
Provision for bad debts 6 49 1
Realised losses on disposal of investments 3 978 6,054
Unrealised (gains)/losses on investments
at FVTPL* 3 (4,138) 12,566
Unrealised losses on loans 3 308 7,834
Fair value losses/(gains) on derivative
financial assets 3 11 (359)
Income from loans 3 (368) (544)
Foreign exchange losses/(gains) 103 (77)
Interest expenses of convertible zero
dividend preference shares 9 2,826 2,590
Purchases of investments at FVTPL (21) (363)
Purchases of loans (363) (1,131)
Proceeds from disposals of investments
at FVTPL 300 4,654
Repayment of loans 245 650
Operating (losses)/gains before changes
in working capital and provisions (3,289) 1,121
--------------------------------------------- ------ ------------- -------------
Decrease in trade and other receivables 77 34
Increase/(decrease) in trade and other
payables 748 (891)
Decrease in inventories - 2
Decrease in financial guarantee contracts - (413)
--------------------------------------------- ------ ------------- -------------
Net cash outflow from operations (2,464) (147)
--------------------------------------------- ------ ------------- -------------
Investing activities
Purchases of property, plant and equipment - (2)
--------------------------------------------- ------ ------------- -------------
Net cash flows outflow from investing
activities - (2)
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--------------------------------------------- ------ ------------- -------------
Financing activities
Repayment of short-term borrowings - (160)
Redemption China Commodities Absolute
Return Ltd - (16,625)
Net cash outflow from financing activities - (16,785)
--------------------------------------------- ------ ------------- -------------
Net decrease in cash and cash equivalents (2,464) (16,934)
--------------------------------------------- ------ ------------- -------------
Effect of exchange rate changes on
cash and cash equivalents 91 309
Cash and cash equivalents at beginning
of period 5,185 35,300
--------------------------------------------- ------ ------------- -------------
Cash and cash equivalents at end of
period 2,812 18,676
--------------------------------------------- ------ ------------- -------------
* FVTPL refers to fair value through profit or loss
The accompanying notes form an integral part of these financial
statements.
Notes to the Interim Consolidate Financial Statements for the
six months ended 30 June 2015
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. The
Group's Investing Policy has now changed from that of a
closed-ended, permanent capital vehicle to that of a realisation
company with the mandate to return the net proceeds of realisations
to shareholders.
These interim consolidated financial statements have been
approved and authorised for issue by the Company's board of
directors on 29 September 2015.
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
2014.
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 2014.
The following new and revised IFRSs did not have any impact on
the accounting policies, financial position or performance of the
Group:
IAS 19 Amendments to defined benefit plans
The Group has not early adopted any other standard,
interpretation or amendment that was issued but is not yet
effective.
3 Investment income/(loss)
(Unaudited) (Unaudited)
Six months Six months
ended ended
30 June 2015 30 June 2014
US$'000 US$'000
-------------------------------------------- -------------- --------------
Realised losses on disposal of investments (978) (6,054)
- Investments at FVTPL (612) (811)
- Loans (363) -
- Subsidiary (3) (5,243)
Unrealised gains/(losses) on investments 3,819 (20,041)
- Investments at FVTPL 4,138 (12,566)
- Loans (308) (7,834)
- Derivative financial assets (11) 359
Income from loans 368 544
Dividends - 4
Total 3,209 (25,547)
-------------------------------------------- -------------- --------------
4 Consulting services receivable/ (payable)
(Unaudited) (Unaudited)
Six months Six months
ended ended
30 June 2015 30 June 2014
US$'000 US$'000
-------------------------------- -------------- --------------
Consulting Services receivable - 5
Consulting Services payable (1,044) (55)
Total (1,044) (50)
-------------------------------- -------------- --------------
5 Performance incentive
(Unaudited) (Unaudited)
Six months Six months
ended ended
30 June 2015 30 June 2014
US$'000 US$'000
------------------------------------- -------------- --------------
Provision for performance incentive
payable over one year (542) 532
------------------------------------- -------------- --------------
Total (542) 532
------------------------------------- -------------- --------------
A balance sheet provision for future performance incentive for
the period ended 30 June 2015 was US$7,946,128 (31 December 2014:
US$7,404,454). The performance incentives are accrued and payable
to Origo Advisers Ltd refer to Note 22 for details on Origo
Advisers Ltd.
The amount of performance incentives has been calculated and
accrued in accordance with the basis: (i) from the time the Hurdle
has been reached, the next US$1,700,000 of Gross Realisations shall
be applied towards equal payments of performance incentives; and
thereafter (ii) 20 per cent of each subsequent Gross Realisation
shall be applied towards an equal further payment of performance
incentive.
* Hurdle: US$90,000,000 of Gross Realisations
** Gross Realisation: cumulative gross cash proceeds received by
or on behalf of the Group which are derived from the realisation of
assets in the Portfolio, after having made full provision for
repayment of any third party debt (including any unpaid interest
thereon) and any related hedge or other break costs and any
prepayment fees and penalties thereon, but before any related
transactional costs, fees and expenses and any taxes required to be
paid by the relevant selling entity that arise directly as a result
of completion of the relevant transaction to dispose of the
relevant asset, provided that any amounts of deferred consideration
or earn-out shall not be counted towards such realisations until
actually received by the relevant selling member of the Group.
6 Other administrative expenses
(Unaudited) (Unaudited)
Six months Six months
ended ended
30 June 2015 30 June 2014
US$'000 US$'000
-------------------------- -------------- --------------
Employee expenses (91) (1,319)
Professional fees (2,062) (845)
Including:
-Audit fees (109) (124)
Depreciation expenses (20) (27)
Provision for bad debts* (49) (1)
Others (304) (608)
-------------------------- -------------- --------------
Total (2,526) (2,800)
-------------------------- -------------- --------------
* Provision has been recognized only on receivables where it is
considered there is a greater than 50% risk of failure.
7 Directors' remuneration
(Unaudited)
Six months (Unaudited)
ended Six months
30 June ended
2015 30 June 2014
US$'000 US$'000
----------------------- ------------ --------------
Directors' emoluments 68 410
Share-based payment
expenses 79 149
-------------------------- ------------ --------------
Total 147 559
-------------------------- ------------ --------------
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Directors' remuneration for the six months ended 30 June 2015
and number of options held were as follows:
Director Share-based
Salaries* Fee payments** Total Number
Name US$'000 US$'000 US$'000 US$'000 of options
------------------------ ---------- --------- ------------ --------- ------------
Mr. Wang Chao
Yong*** 3 - (9) (6) 4,000,000
Mr. Chris A Rynning*** - - 44 44 3,500,000
Mr. Niklas Ponnert - - 44 44 5,300,000
Mr. Christopher
Jemmett*** - 3 - 3 100,000
Mr. Lionel de
Saint Exupery - 28 - 28 -
Mr. Tom Prestsulen*** - 6 - 6 -
Ms. Shonaid Jemmett
Page - 28 - 28 -
3 65 79 147 12,900,000
------------------------ ---------- --------- ------------ --------- ------------
Directors' remuneration for the six months ended 30 June 2014
and number of options held were as follows:
Director Share-based
Salaries* Fee payments** Total Number
Name US$'000 US$'000 US$'000 US$'000 of options
------------------------ ---------- --------- ------------ --------- ------------
Mr. Wang Chao
Yong*** 19 - (1) 18 4,000,000
Mr. Chris A Rynning*** 165 - 75 240 3,500,000
Mr. Niklas Ponnert 150 - 75 225 5,300,000
Mr. Christopher
Jemmett*** - 19 - 19 100,000
Mr. Lionel de
Saint Exupery - 19 - 19 -
Mr. Tom Prestsulen*** - 19 - 19 -
Ms. Shonaid Jemmett
Page - 19 - 19 -
334 76 149 559 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).
*** Mr. Wang Chao Yong, Mr. Chris A Rynning, Mr. Christopher
Jemmett and Mr. Tom Preststulen resigned as Directors of the
Company on 16 February 2015. The remaining directors of the Company
are Shonaid Jemmett-Page (Non-executive Chairman), Lionel de
Saint-Exupery (Non-executive Director) and Niklas Ponnert
(Executive Director).
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 Executive
Director. The Group's operating segments has been defined based on
the types of investments which was equity investment and debt
instrument in 2015 and 2014.
For the six months ended 30 June 2015 (Unaudited)
Unlisted Listed Total
Equity Debt Total Equity Debt Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000
------------------------------- ------- ------- -------- ------- ------ ------ --------
Investment loss:
Realised losses
on disposal of
investments (3) (363) (366) (612) - (612) (978)
Unrealised gains/(losses)
on investments 3,324 (187) 3,137 803 (121) 682 3,819
Income from loans - 282 282 - 86 86 368
------------------------------- ------- ------- -------- ------- ------ ------ --------
Total 3,321 (268) 3,053 191 (35) 156 3,209
Net divestment/(investment)
Net proceeds
of divestment - 245 245 300 - 300 545
Investment (21) (363) (384) - - - (384)
------------------------------- ------- ------- -------- ------- ------ ------ --------
Balance sheet
Investment portfolio 92,203 26,360 118,563 2,350 2,017 4,367 122,930
------------------------------- ------- ------- -------- ------- ------ ------ --------
The Group's geographical areas based on the location of
investment assets (non-current assets), are defined primarily as
China, Mongolia, Europe and South Africa as presented in the
following table.
For the six months ended 30 June 2015 (Unaudited)
Europe China Mongolia South Africa Total
$'000 $'000 $'000 $'000 $'000
----------------------------- ------- ------- --------- ------------- --------
Investment losses:
Realised losses
on disposal of
investments (366) - (612) - (978)
Unrealised gains/(losses)
on investments 328 4,307 (547) (269) 3,819
Income from loans - 282 86 - 368
----------------------------- ------- ------- --------- ------------- --------
Total (38) 4,589 (1,073) (269) 3,209
Net divestment/(investment)
Net proceeds
of divestment - 245 300 - 545
Investment (384) - - - (384)
----------------------------- ------- ------- --------- ------------- --------
Balance sheet
Investment portfolio 1,843 94,287 25,220 1,580 122,930
----------------------------- ------- ------- --------- ------------- --------
For the six months ended 30 June 2014 (Unaudited)
Unlisted Listed Total
Equity Debt Total Equity Debt Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000
------------------------------- --------- -------- --------- ------- ------ ------ ---------
Investment loss:
Realised losses
on disposal of
investments (5,243) - (5,243) (811) - (811) (6,054)
Unrealised (losses)/gains
on investments (15,093) (7,827) (22,920) 2,886 (7) 2,879 (20,041)
Income from loans - 437 437 - 107 107 544
Dividends - - - 4 - 4 4
------------------------------- --------- -------- --------- ------- ------ ------ ---------
Total (20,336) (7,390) (27,726) 2,079 100 2,179 (25,547)
Net divestment/(investment)
Net proceeds
of divestment 4,500 650 5,150 154 - 154 5,304
Investment - (1,131) (1,131) (363) - (363) (1,494)
------------------------------- --------- -------- --------- ------- ------ ------ ---------
Balance sheet
Investment portfolio 94,055 32,062 126,117 5,359 2,341 7,700 133,817
------------------------------- --------- -------- --------- ------- ------ ------ ---------
For the six months ended 30 June 2014 (Unaudited)
Rest North South
Europe China Mongolia of Asia America Africa Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000
----------------------------- ------- -------- --------- --------- --------- -------- ---------
Investment income/(losses):
Realised losses
on disposal
of investments - (5,243) (809) - (2) - (6,054)
Unrealised gains/(losses)
on investments 255 (767) (11,682) 43 (105) (7,785) (20,041)
Income from
loans 154 283 107 - - - 544
Dividends - - 4 - - - 4
----------------------------- ------- -------- --------- --------- --------- -------- ---------
Total 409 (5,727) (12,380) 43 (107) (7,785) (25,547)
Net divestment/(investment)
Net proceeds
of divestment - 5,150 142 - 12 - 5,304
Investment (481) (650) (363) - - - (1,494)
----------------------------- ------- -------- --------- --------- --------- -------- ---------
Balance sheet
Investment portfolio 7,272 93,668 30,051 370 56 2,400 133,817
----------------------------- ------- -------- --------- --------- --------- -------- ---------
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:01 ET (06:01 GMT)
9 Finance income and costs
(Unaudited) (Unaudited)
Six months Six months
ended ended
30 June 2015 30 June 2014
US$'000 US$'000
------------------------------------ -------------- --------------
Finance income
Bank interest - 1
------------------------------------- -------------- --------------
- 1
------------------------------------ -------------- --------------
Finance costs
Bank charges (15) (12)
Interest expenses of convertible
zero
dividend preference shares (2,825) (2,590)
(2,840) (2,602)
------------------------------------ -------------- --------------
Total (2,840) (2,601)
------------------------------------- -------------- --------------
10 Income tax
No provision for current tax was made for the year as the
subsidiaries had no assessable profit. As the Group is not in
receipt of income from Manx land, property or retail activity and
does not hold a Manx banking licence, it is taxed at the standard
rate of zero per cent on the Isle of Man.
(Unaudited) (Unaudited)
Six months Six months
ended ended
30 June 30 June
2015 2014
US$'000 US$'000
------------------------------------------------------ ------------ ------------
Current taxes
Current year - -
Deferred taxes
Deferred income taxes* (305) 62
Total income taxes in the statement of comprehensive
income (305) 62
------------------------------------------------------ ------------ ------------
* The deferred income tax relates to net change in fair value
gains/(losses) of Celadon Mining Ltd, China Rice Ltd, Unipower
Battery Ltd, Shanghai Yi Rui Tech New Energy Technology Ltd and
Niutech Energy Ltd, estimated in accordance with the relevant tax
laws and regulations in the PRC based on a tax rate of 10 per
cent.
11 Earnings per share
(Unaudited) (Unaudited)
Six months Six months
ended ended
30 June 2015 30 June 2014
Numerator US$'000 US$'000
---------------------------------------------- -------------- --------------
Loss for the period attributable to owners
of the parent
as used in the calculation of basic loss
per share (4,128) (30,670)
Loss for the period attributable to owners
of the parent
as used in the calculation of diluted
loss per share (4,128) (30,670)
(Unaudited) (Unaudited)
30 June 2015 30 June 2014
Number of Number of
Denominator shares shares
---------------------------------------------- -------------- --------------
Weighted average number of ordinary shares
for basic LPS 350,387,378 348,595,389
Weighted average number of ordinary shares
adjusted for the effect of dilution 350,387,378 348,595,389
---------------------------------------------- -------------- --------------
Basic LPS (1.18) cents (8.80) cents
Diluted LPS (1.18) cents (8.80) cents
---------------------------------------------- -------------- --------------
12 Investments in subsidiaries
The principal subsidiaries of the Company, all of which have
been included in these consolidated financial statements are as
follows:
Proportion of Proportion
ownership interest of ownership
at 30 June interest
Country of 2015 at 31 December
Name incorporation 2014
----------------------------- ---------------- -------------------- ----------------
Ascend Ventures Ltd Malaysia 100% 100%
Origo Resource Partners
Ltd Guernsey 100% 100%
PHI International Holding
Ltd Bermuda 100% 100%
Origo Partners MGL LLC Mongolia 100% 100%
PHI International (Bermuda)
Holding Ltd* Bermuda 100% 100%
Ascend (Beijing) Consulting
Ltd** China 100% 100%
Origo Asset Management
Ltd Cayman 100% 100%
China Cleantech Partners,
L.P. Cayman 100% 100%
China Commodities Absolute
Return Ltd Isle of Man 95.3% 95.3%
ISAK International Holding British Virgin
Ltd** Islands 71.2% 71.2%
China Venture Capital
GP Ltd*** Cayman - 100%
----------------------------- ---------------- -------------------- ----------------
* Owned by Origo Resource Partners Ltd
** Owned by Ascend Ventures Ltd
*** Struck off
13 Investments at fair value through profit or loss
As at 30 June 2015 (Unaudited)
Fair Proportion
Value of Fair
Country of hierarchy ownership Cost value
Name incorporation level interest US$'000 US$'000
--------------- ---------------- ------------------------------- ----------- -------------------------- ---------------------
TPL GmbH*** Germany 3 54.8% 18 -
IRCA Holdings British Virgin
Ltd. Islands 3 49.1% 9,505 -
Shanghai Yi
Rui Tech
New Energy
Technology
Ltd China 3 49.0% 675 695
Resources
Investment British Virgin
Capital Ltd. Islands 3 38.5% 287 -
Roshini
International
Bio Energy British Virgin
Corporation Islands 3 35.9% 17,050 -
British Virgin
China Rice Ltd Islands 3 32.1% 13,000 18,450
Kincora Copper
Ltd** Canada 1 26.3% 7,389 1,972
R.M.Williams
Agricultural
Holdings Pty
Ltd Australia 3 24.0% 20,214 -
Niutech Energy British Virgin
Ltd Islands 3 21.1% 6,350 11,807
British Virgin
Moly World Ltd Islands 3 20.0% 10,000 7,459
Unipower
Battery Ltd Cayman Islands 3 16.5% 4,301 9,584
Fans Media British Virgin
Co., Ltd Islands 3 14.3% 2,360 -
Gobi Coal &
Energy British Virgin
Ltd** Islands 3 14.0% 14,960 13,394
Celadon Mining British Virgin
Ltd Islands 3 9.7% 13,069 24,790
Staur Aqua AS Norway 3 9.2% 719 43
Ares
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:01 ET (06:01 GMT)
Resources** Mongolia 3 5.0% 148 -
Bach
Technology
GmbH Germany 3 2.5% 60 -
Rising
Technology
Corporation
Ltd/
Beijing
Rising
Information
Technology British Virgin 2%/
Ltd * Islands/China 3 1.6% 5,565 3,303
Kooky Panda
Ltd Cayman Islands 3 1.2% 25 -
British Virgin
Six Waves Inc Islands 3 1.1% 240 956
Marula Mines
Ltd** South Africa 3 0.9% 250 418
Fram
Exploration
AS Norway 3 0.6% 1,223 1,304
Other quoted investments** 1 1,401 378
Total 128,809 94,553
--------------------------------- ------------------------------- ----------- -------------------------- ---------------------
As at 31 December 2014 (Audited)
Fair Proportion
Value of Fair
Country of hierarchy ownership Cost value
Name incorporation level interest US$'000 US$'000
--------------- --------------- ------------------------------- ----------- -------------------------- ---------------------
TPL GmbH*** Germany 3 54.8% 18 -
British
IRCA Holdings Virgin
Ltd. Islands 3 49.1% 9,505 -
Shanghai Yi
Rui Tech
New Energy
Technology
Ltd China 3 49.0% 675 695
Resources British
Investment Virgin
Capital Ltd. Islands 3 38.5% 287 -
Roshini
International British
Bio Energy Virgin
Corporation Islands 3 35.9% 17,050 -
British
Virgin
China Rice Ltd Islands 3 32.1% 13,000 12,027
Kincora Copper
Ltd** Canada 1 26.3% 7,389 1,755
R.M.Williams
Agricultural
Holdings Pty
Ltd Australia 3 24.0% 20,214 -
British
Niutech Energy Virgin
Ltd Islands 3 21.1% 6,350 11,891
British
Virgin
Moly World Ltd Islands 3 20.0% 10,000 8,688
Unipower Cayman
Battery Ltd Islands 3 16.5% 4,301 12,053
British
Fans Media Virgin
Co., Ltd Islands 3 14.3% 2,360 -
Gobi Coal & British
Energy Virgin
Ltd** Islands 3 14.0% 14,960 13,394
British
Celadon Mining Virgin
Ltd Islands 3 9.7% 13,069 24,634
Staur Aqua AS Norway 3 9.2% 719 43
Ares Resources
** Mongolia 3 5.0% 148 -
Bach
Technology
GmbH Germany 3 2.5% 60 -
Rising
Technology
Corporation
Ltd/
Beijing
Rising
Information British
Technology Virgin 2%/
Ltd * Islands 3 1.6% 5,565 3,174
Kooky Panda Cayman
Ltd Islands 3 1.2% 25 -
British
Virgin
Six Waves Inc Islands 3 1.1% 240 804
Marula Mines
Ltd** South Africa 3 0.9% 250 501
Fram
Exploration
AS Norway 3 0.6% 1,202 956
Other quoted investments** 1 2,296 691
Total 129,683 91,306
-------------------------------- ------------------------------- ----------- -------------------------- ---------------------
* 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 partially by China Commodities Absolute
Return Ltd ("CCF"), the funds managed by the Group.
*** A company focusing on cleantech sectors, jointly formed and
co-managed by the Group and Niutech Energy Solution B.V.
As at 30 June 2015 the proportion of ownership interest held by
CCF in investments is as follows:
Proportion of ownership Cost Fair value
Name interest US$'000 US$'000
------------------------ ------------------------ --------- -----------
Gobi Coal & Energy Ltd 0.2% 252 226
Kincora Copper Ltd 2.3% 1,063 170
------------------------ ------------------------ --------- -----------
In accordance with IFRS 7: Financial Instruments: Disclosures,
financial instruments recognized at fair value are required to be
analysed between those whose fair value is based on:
a) Quoted prices in active markets for identical assets or
liabilities (Level 1);
b) Those involving inputs other than quoted prices included in
level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (derived from prices) (Level 2);
and
c) Those with inputs for the asset or liability that are not
based on observable market data (unobservable inputs) (Level
3).
In according with IFRS 13: For assets and liabilities that are
recognized in the financial statements on a recurring basis, the
Group determines whether transfers have occurred between Levels in
the hierarchy by re-assessing categorisation (based on the lowest
level input that is significant to the fair value measurement at a
whole) at the end of each reporting period. There have been no
transfers between Levels during the period of first six months of
2015. In 2014, the transfer from level 3 to level 1 reflects the
maturity of lock-up period of Kincora Copper Ltd on 18 July
2014.
Statement of changes in investments at fair value through profit
or loss based on level 3:
(Unaudited)
Six month
ended (Audited)
30 June 2015 2014
US$'000 US$'000
--------------------------------------------- -------------- ----------
Opening balance 88,860 110,750
Acquisitions 21 -
Proceeds from disposals of investments - (294)
Realised losses on disposals of investments - (32)
Realised losses on write-off of investments - (306)
Net exchange difference 190 (1,692)
Movement in unrealised gains/(losses)
on investments -
- In profit or loss 3,132 (17,965)
Transfers out of Level 3 - (1,601)
Closing balance 92,203 88,860
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:01 ET (06:01 GMT)
--------------------------------------------- -------------- ----------
The fair value increase on investments categorised within Level
3 of US$3,321,624 (2014: US$19,994,687), was recorded in the
statement of comprehensive income.
Description of significant unobservable inputs to valuation:
as at 30 June 2015
Significant
Valuation unobservable
technique inputs Range
------------------------------ ------------ ------------------------ --------------
Investments in unquoted
equity shares - metal
& mining sector DCF method WACC 17%
Discount for
lack of marketability 30%
Investments in unquoted
equity shares - metal Multiples Discount for
& mining sector method lack of marketability 20% - 30%
Investments in unquoted
equity shares - cleantech Multiples Discount for
sector method lack of marketability 30%
Investments in unquoted
equity shares - agriculture Multiples Discount for
sector method lack of marketability 30%
Investments in unquoted
equity shares - TMT Multiples Discount for
sector method lack of marketability 30%
Investments in unquoted
loans - metal & mining
sector DCF method WACC 8.44 - 14.46%
Discount for
lack of marketability 20%
-------------------------------------------------------------------- --------------
as at 31 December 2014
Significant
Valuation unobservable
technique inputs Range
------------------------------ ------------ ------------------------ ---------------
Investments in unquoted
equity shares - metal
& mining sector DCF method WACC 15%
Discount for
lack of marketability 30%
Investments in unquoted
equity shares - metal Multiples Discount for
& mining sector method lack of marketability 20% - 30%
Investments in unquoted
equity shares - cleantech Multiples Discount for
sector method lack of marketability 30%
Investments in unquoted
equity shares - agriculture Multiples Discount for
sector method lack of marketability 30%
Investments in unquoted
equity shares - TMT Multiples Discount for
sector method lack of marketability 30%
Investments in unquoted
loans - metal & mining
sector DCF method WACC 10.56 - 13.85%
Discount for
lack of marketability 20%
-------------------------------------------------------------------- ---------------
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.
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, multiples, discounted cash
flows or earnings, 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 financial
instruments rather than the specific approach adopted. This would
have a positive impact on the portfolio of US$2,453,113 or 2.03% of
total unquoted financial instruments.
14 Loans
The Group has entered into convertible credit agreements and has
the right to convert the outstanding principal balance of relevant
loans into borrower's shares according to certain conversion
conditions, and loan agreements with certain investee companies as
set forth in the table below.
As at 30 June 2015 (Unaudited)
Loans Loans
Loan Loan due within due after Fair
rates principal one year one year value
-----------
Fair US$'000 US$'000 US$'000 US$'000
value
hierarchy
Borrower level %
---------------------------- ----------- ------- ----------- ------------ ----------- --------
Convertible credit
agreements*
China Rice Ltd 3 4 15,000 15,000 - 15,000
Unipower Battery Ltd 3 6 9,000 9,000 - 9,000
IRCA Holdings Ltd 3 1.5-8 11,645 658 - 658
R.M. Williams Agricultural
Holdings Pty Ltd 3 8-20 3,090 - - -
Staur Aqua AS 3 0-15 3,848 145 350 495
Kincora Copper Ltd 3 8.7 2,469 2,017 - 2,017
Roshini International
Bio Energy Corporation 3 - 424 - - -
Sub-total 45,476 26,820 350 27,170
---------------------------- ----------- ------- ----------- ------------ ----------- --------
Loans Loans
due within due
Loan one year after Amortised
rates Loan principal one year cost
Borrower % US$'000 US$'000 US$'000 US$'000
--------------------------- ----------- --------------- ------------ ---------- ----------
Loan agreements*
IRCA Holdings Ltd 6-10 8,909 197 305 502
TPL GmbH 10 3,807 - - -
R.M.William Agricultural 15.5+RBA
Holdings Pty Ltd cash rate 1,725 - - -
Shanghai Evtech New
Energy Technology
Ltd - 510 540 - 540
China Silvertone
Investment Co Ltd - 478 - - -
Unipower Battery
Ltd 12 164 165 - 165
View Step Corporation
Ltd - 25 - - -
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:01 ET (06:01 GMT)
--------------------------- ----------- --------------- ------------ ---------- ----------
Sub-total 15,618 902 305 1,207
---------------------------- ----------- --------------- ------------ ---------- ----------
Total 61,094 27,722 655 28,377
---------------------------- ----------- --------------- ------------ ---------- ----------
* Loans in relation to convertible credit agreements are
measured at fair value, which is estimated by discounting future
cash flows using rates currently available for debt on similar
terms, credit risk and remaining maturities. Loans in relation to
loan agreements are measured at amortised cost using the effective
interest rate method less any identified impairment losses. The
carrying value of loans in relation to loan agreements is a
reasonable approximation of fair value. There are no breaches under
the terms and conditions of loan agreements.
As at 31 December
2014
Loans Loans
Loan Loan due within due after Fair
rates principal one year one year value
-----------
Fair US$'000 US$'000 US$'000 US$'000
value
hierarchy
Borrower level %
---------------------------- ----------- ------- ----------- ------------ ----------- --------
Convertible credit
agreements*
China Rice Ltd 3 4 15,000 15,000 - 15,000
Unipower Battery Ltd 3 6 9,000 9,000 - 9,000
IRCA Holdings Ltd 3 1.5-8 11,645 764 - 764
R.M. Williams Agricultural
Holdings Pty Ltd 3 8-20 3,090 - - -
Staur Aqua AS 3 0-15 3,848 267 228 495
Kincora Copper Ltd 3 8.7 2,469 2,138 - 2,138
Roshini International
Bio Energy Corporation 3 - 424 - - -
Sub-total 45,476 27,169 228 27,397
---------------------------- ----------- ------- ----------- ------------ ----------- --------
Loans Loans
due within due
Loan one year after Amortised
Rates Loan principal one year cost
Borrower % US$'000 US$'000 US$'000 US$'000
------------------------------ ----------- --------------- ------------ ---------- ----------
Loan agreements*
IRCA Holdings Ltd 6-10 8,909 158 425 583
TPL GmbH 10 4,170 - - -
R.M.William Agricultural 15.5+RBA
Holdings Pty Ltd cash rate 1,725 - - -
Shanghai Evtech New
Energy Technology
Ltd - 510 510 - 510
China Silvertone Investment
Co Ltd - 478 - - -
Unipower Battery Ltd 12 409 409 - 409
View Step Corporation
Ltd - 25 - - -
------------------------------ ----------- --------------- ------------ ---------- ----------
Sub-total 15,863 1,077 425 1,502
------------------------------- ----------- --------------- ------------ ---------- ----------
Total 61,339 28,246 653 28,899
------------------------------- ----------- --------------- ------------ ---------- ----------
Statement of changes in loans:
(Unaudited)
Six months
ended (Audited)
30 June 2015 2014
US$'000 US$'000
----------------- -------------- ----------
Opening balance 28,899 41,756
Additions 363 2,121
Repayment (245) (732)
Write-offs (363) (3,867)
Revaluation (277) (10,379)
Closing balance 28,377 28,899
----------------- -------------- ----------
Statement of changes in convertible credit agreements based on
level 3:
(Unaudited)
Six months
ended (Audited)
30 June 2015 2014
US$'000 US$'000
-------------------------------------------- -------------- ----------
Opening balance 27,397 34,248
Additions - -
Repayment - -
Write-offs - -
Movement in unrealised loss on investments
* In profit or loss (227) (6,851)
Closing balance 27,170 27,397
-------------------------------------------- -------------- ----------
The fair value decrease on convertible credit agreements
categorised within Level 3 of US$227,345 (2014: US$6,851,090), was
recorded in the statement of profit or loss.
15 Derivative financial assets
Fair
Value (Unaudited) (Audited)
hierarchy 31 December
level 30 June 2015 2014
US$'000 US$'000
---------- ----------- -------------- -------------
Warrants 3 - 11
Total - 11
---------- ----------- -------------- -------------
In accordance with the fair value hierarchy described in note
13, derivative financial instruments are measured using level 3 for
warrants.
Statement of changes in convertible credit agreements based on
level 3:
(Unaudited)
Six months
ended (Audited)
30 June 2015 2014
US$'000 US$'000
-------------------------------------------- -------------- ----------
Opening balance 11 109
Expired - -
Movement in unrealized loss on investments
- In profit or loss
Revaluation (11) (98)
Closing balance - 11
-------------------------------------------- -------------- ----------
The fair value decrease on derivative financial instruments
categorised within Level 3 of US$11,092 (2014: US$97,701), was
recorded in the statement of profit or loss.
16 Trade and other receivables
(Unaudited) (Audited)
31 December
30 June 2015 2014
US$'000 US$'000
--------------------------- -------------- -------------
Trade debtors 7 4
Other debtors 1,590 1,382
Loan interest receivables 2,491 2,127
Prepayments 95 383
Total 4,183 3,896
--------------------------- -------------- -------------
17 Trade and other payables
(Unaudited)
30 June 2015 (Audited)
31 December
US$'000 2014 US$'000
------------------------------- -------------- ---------------
Trade payables 5 2
Other payables 1,992 1,247
Performance incentive payable
within one year* 8 8
------------------------------- -------------- ---------------
Total 2,005 1,257
------------------------------- -------------- ---------------
* Refer to note 5 for total performance incentive expenses.
18 Liability component of convertible zero dividend preference shares
Early
redemption
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:01 ET (06:01 GMT)
Number Liability Equity option
of Component component derivative
Shares US$'000 US$'000 US$'000
------------------------ ----------- ----------- ----------- ------------
Balance at 1 January
2014 57,000,000 58,313 8,297 -
------------------------- ----------- ----------- ----------- ------------
Interest expenses
on convertible zero
dividend preference
shares - 5,296 - -
------------------------ ----------- ----------- ----------- ------------
Balance at 31 December
2014 57,000,000 63,609 8,297 -
------------------------- ----------- ----------- ----------- ------------
Interest expenses
on convertible zero
dividend preference
shares - 2,825 - -
------------------------ ----------- ----------- ----------- ------------
Balance at 30 June
2015 57,000,000 66,434 8,297 -
------------------------- ----------- ----------- ----------- ------------
On 8 March 2011, the Group 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 Group 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.
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 (see note 23 for
details); 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%.
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 on the same date. Finance
cost of US$4.2 million was credited to reverse the liability
component after the payoff of US$3 million of cash for
repurchase.
19 Provision
(Unaudited) (Audited)
31 December
30 June 2015 2014
US$'000 US$'000
----------------------------------- -------------- -------------
USR/contingent share awards
* 143 297
Performance incentive provision** 7,946 7,404
----------------------------------- -------------- -------------
Total 8,089 7,701
----------------------------------- -------------- -------------
* The provision relates to the fair value of Upper Share Rights
("USR") and share awards granted to certain directors, executives
and key employees under the Company's joint share ownership scheme.
Further details about the USR and shared awards are included in
note 21 to the financial statements.
** Refer to note 5 for total performance incentive expenses
20 Issued capital
(Unaudited) (Audited)
30 June 2015 31 December 2014
Authorized Number of shares GBP'000 Number of shares GBP'000
--------------------------- ----------------- -------- ----------------- --------
Ordinary shares of
GBP 0.0001 each 500,000,000 50 500,000,000 50
--------------------------- ----------------- -------- ----------------- --------
Issued and fully paid Number of shares US$'000 Number of shares US$'000
--------------------------- ----------------- -------- ----------------- --------
At beginning of the
period/year 356,706,814 55 356,706,814 55
New issued shares* 2,040,000 1 - -
--------------------------- ----------------- -------- ----------------- --------
At end of the period/year 358,746,814 56 356,706,814 55
--------------------------- ----------------- -------- ----------------- --------
* In February 2015, a total of 2,040,000 new ordinary shares
have been issued at an effective issue price of 5.875 pence per
ordinary share to the Non-executive Directors and former
Non-executive Directors.
21 Share-based payments
The Group has a number of share schemes that allow employees to
acquire shares in the Company.
The total cost recognized in the statement of comprehensive
income is shown below:
(Unaudited) (Unaudited)
Six months Six months
ended ended
30 June 2015 30 June 2014
US$'000 US$'000
----------------------------- -------------- --------------
Equity-settled option (178) (353)
USR/contingent share awards 124 (10)
(54) (363)
----------------------------- -------------- --------------
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 2015 and year ended 31 December
2014.
(Unaudited) (Audited)
30 June 2015 31 December 2014
No. WAEP No. WAEP
------------------------- ------------- --------- ------------ ---------
Outstanding at 1
January 21,451,932 26.97p 23,001,932 27.24p
------------------------- ------------- --------- ------------ ---------
Granted during the - -
period/year - -
Forfeited during
the period/year - - (1,550,000) (31.00p)
Exercised during - -
the period/year - -
Expired during the - -
period/year - -
Outstanding at the
end of the period/year 21,451,932 26.97p 21,451,932 26.97p
------------------------- ------------- --------- ------------ ---------
Exercisable at the
end of the period/year 11,451,932 23.45p 11,451,932 23.45p
------------------------- ------------- --------- ------------ ---------
The weighted average remaining contractual life for the share
options outstanding as at 30 June 2015 was 4.06 years (31 December
2014: 4.56 years).
The range of exercise prices for options outstanding at the end
of the period was 20 pence to 59.85 pence (30 December 2014: 20
pence to 59.85 pence).
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:01 ET (06:01 GMT)
Outstanding options include 6,800,000, 3,500,000, 500,000 and
13,600,000 equity-settled options granted on 26 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 2015 and2014, except
as described above.
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 2015
and year ended 31 December 2014.
(Unaudited) (Audited)
30 June 2015 31 December 2014
No. WAEP No. WAEP
------------------------- ----------- ------------------------ ----------- -------
Outstanding at 1
January 8,061,425 9.07p 5,688,067 12.85p
------------------------- ----------- ------------------------ ----------- -------
Granted during the
period/year - - 2,423,358 -
Forfeited during
the period/year - - - -
Exercised during
the period/year (350,000)* - (50,000)** -
Expired during the
period/year - - - -
Outstanding at the
end of the period/year 7,711,425 9.48p 8,061,425 9.07p
------------------------- ----------- ------------------------ ----------- -------
Exercisable at the
end of the period/year 7,711,425 9.48p 8,061,425 9.07p
------------------------- ----------- ------------------------ ----------- -------
* The weighted average share price at the date of exercise of
these options was 5.70 pence.
** The weighted average share price at the date of exercise of these options was 7.88 pence.
The weighted average remaining contractual life for the share
options outstanding as at 30 June 2015 was 6.02 years (31 December
2014: 6.64 years).
The range of exercise prices for options outstanding at the end
of the period was zero to 18.86 pence (31 December 2014: zero to
18.54 pence).
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.
On 30 December 2014, 2,423,358 of shares awards were granted to
certain key employees under the Company's JSOS, which will vest
immediately at the date of the grant. The contractual life of each
share offers granted is 10 years.
The following table lists the inputs to the model used to
calculate the fair value of USRs for the period.
Underlying stock price (pence) 4.125
Expected life of option (years) 10
Expected volatility (%) 43.10%
Expected dividend yield (%) -
Risk-free interest rate (%) 1.41%
----------------------------------- -------
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 2012 to 30 June
2015 using source data from Reuters.
The carrying amount of the liability relating to the USR and
contingent share awards as at 30 June 2015 is US$143,195 and the
expense recognized as share-based payments during the period is
(US$124,395).
22 Related party transactions
Identification of related parties
The Group has a related party relationship with its
subsidiaries, jointly controlled entity, associates and key
management personnel. The company receives and pays certain debtors
and creditors on behalf of its subsidiaries and the amounts are
recharged to the entities. The amount in current period was
(US$278,886) and the balance at the end of the period was
(US$15,831,673). Transactions between the Company and its
subsidiaries have been eliminated on consolidation.
Transactions with key management personnel
The Group's key management personnel are the Executive and
Non-executive Directors as identified in the director's report.
Trading transactions
The following table provides the total amount of significant
transactions that have entered into with related parties during the
six months ended 30 June 2015 and 30 June 2014, as well as balances
with related parties at 30 June 2015 and 31 December 2014.
(Unaudited) (Audited)
30 June 2015 31 December 2014
US$'000 US$'000
-------------------------------- ------------- -----------------
Loans to related parties
Subsidiaries:
ISAK International Holding Ltd 870 870
China Cleantech Partners, L.P. 340 340
China Venture Capital GP Ltd - 318
-------------------------------- ------------- -----------------
(Unaudited) (Audited)
30 June
2015 31 December 2014
US$'000 US$'000
---------------------------------------- ------------ ------------------
Amounts due from/(to) related parties*
Key management personnel:
Wang Chao Yong*** - (47)
Christopher Jemmett*** - (47)
Lionel de Saint-Exupery*** - (47)
Shonaid Jemmett Page*** - (47)
Luke Leslie*** (12) (12)
Other:
Origo Advisers Ltd** (7,690) (7,117)
---------------------------------------- ------------ ------------------
(Unaudited)
Six months (Unaudited)
ended Six months ended
30 June
2015 30 June 2014
US$'000 US$'000
Transactions
Key management personnel:
Luke Leslie**** - (9)
Other:
Origo Advisers Ltd** (1,567) (538)
---------------------------------------- ------------ ------------------
* 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 Niklas Ponnert (Directors of the Company),
Chris A Rynning and Luke Leslie.
*** Chris A Rynning (former Director of the Company); Niklas
Ponnert (Director of the Company); Wang Chao Yong, Christopher
Jemmett, Tom Preststulen were former Non-executive directors of the
Company; Lionel de Saint-Exupery (Non-executive Director of the
Company); Shonaid Jemmett Page (Non-executive Chairman of the
Company); Luke Leslie is a director of CCF which is one of
subsidiaries of the Group.
**** The amount is the management fee according to the advisory
agreement between CCF and the Group.
23 Commitments and contingencies
-- 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.
-- Subject to the provisions of the Company's Articles (the
"Articles"), the Company shall procure the redemption by way of
tender offer, at a price per Convertible Preference Share equal to
the Accredited Principal Amount at the date the relevant tender
offer is made, of at least 12 million Convertible Preference Shares
by 8 March 2016. No Redemption of the Convertible Preference Shares
may be made by the Company if, immediately following any such
redemption, the Company would be unable to satisfy the Solvency
Test under the Articles. The effect of the Articles is to postpone
the obligation to redeem those Convertible Preference Shares which
cannot be redeemed due to the Solvency Test until such time as the
Company can redeem and pass the Solvency Test, and to avoid the
Company becoming insolvent by converting Convertible Preference
Shares shareholders to creditors when the Company cannot afford to
redeem.
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