TIDMTCA
RNS Number : 2021C
Terra Capital PLC
27 September 2018
Terra Capital plc/ Market: AIM/ Epic: TCA/ Sector: Equity
Investment Instruments
27 September 2018
Terra Capital Plc ('Terra' or 'the Fund')
Interim Results for the Year Ended 30 June 2018
Terra Capital Plc, the AIM quoted investment company announces
interim results for the six month period ended 30 June 2018.
On 10 July 2018 at an Extraordinary General Meeting,
Shareholders approved a change in the Company's investing
policy.
The new investing policy states that "the Company shall cease to
make any new investments and shall realise its portfolio of
investments in an orderly manner and return the net proceeds to
Shareholders as soon as practicable".
As a result the Fund is now operating as a realisation
company.
For more information, please visit www.terracapitalplc.com or
contact:
Galileo Fund Services Limited (Administrator)
Frazer Pickering
+44 1624 692600
Panmure Gordon (UK) Limited (Nominated adviser and corporate
broker)
Jonathan Becher
+44 20 7886 2500
Terra Capital plc.
Ian Dungate, Director
+44 1624 692600
Chairman's Statement
On behalf of the Board of Directors (the "Board") I am pleased
to present the interim results for Terra Capital plc (Terra or the
"Company") for the six months ended 30 June 2018.
The first half of 2018 has been an active one for the Company
culminating in our shareholders resolving to adopt of a new
investment policy whereby "the Company shall cease to make any new
investments and shall realise its portfolio of investments in an
orderly manner and return the net proceeds to Shareholders as soon
as practicable". This new investment policy was approved by
Shareholders shortly after the period end.
A tender for the re-purchase of up to ten percent. of the shares
in issue (excluding shares held in treasury) was carried out in
March in accordance with the discount control policy implemented in
January 2016 as a result of the discount to Net Asset Value per
Ordinary Share at which the shares traded during the last nine
months of 2017. This tender retuned a total of $6.8 million to
shareholders.
In January 2015, as part of the recommended restructuring
proposals, Shareholders approved proposals whereby the Board was
released from the obligation to propose a continuation vote in
2017. Instead the Board agreed to offer Shareholders, in June 2018,
an opportunity to realise all or part of their investment in the
Company at a price equal to the then prevailing net asset value
(less costs associated with the opportunity) (the "Realisation
Opportunity"). Additionally, it was envisaged that if the number of
Shareholders who availed themselves of the Realisation Opportunity
was such that the Company was no longer a viable proposition the
Realisation Opportunity would be abandoned and the Company would be
placed into voluntary liquidation.
As announced on 19 April 2018, the Board consulted with
Shareholders who between them hold in excess of 60 per cent. of the
issued share capital of the Company, from which it became clear
that such Shareholders would accept the Realisation Opportunity and
as such the Company would no longer be a viable proposition.
In the light of the above consultation the Board determined to
dispense with the Realisation Opportunity, and instead, subject to
approval by Shareholders, adopt the New Investment Policy which
involves the Company ceasing all new investments and seeking to
realise, in an orderly fashion, the Company's portfolio of
investments and return the net proceeds generated to Shareholders
as soon as is practicable. The Board, having consulted with its
advisers, believed an orderly realisation of the portfolio of
investments was preferable to an immediate liquidation as it was
likely to achieve greater returns to Shareholders.
In order to give the Board maximum flexibility in terms of the
manner in which the net proceeds of the realisation of the
Company's portfolio of investments is returned to Shareholders, it
was also proposed to Re-register the Company under the 2006 Act. As
part of this process the Company would adopt the New Articles
which, in addition to reflecting the fact that the Company would be
re-registered under the 2006 Act, would include a mechanism to
allow the Company to redeem compulsorily Ordinary Shares as a means
of returning the proceeds of realisations to Shareholders.
These proposals were approved by shareholders after the period
end on 10 July 2018 along with the New Investment Policy noted
above.
Following the shareholder approval, received on 10 July 2018,
your Board implemented the first of these compulsory redemptions
returning a further $36.8 million to shareholders representing 60%
of the Net Asset Value at that time.
Our Investment Manager continues to realise the portfolio in an
orderly manner and a second compulsory partial redemption of 50% of
the remaining shares in issue was announced on 26 September 2018,
which will return a further $11.8 million to Shareholders in
October 2018.
Sincerely yours,
Dirk Van den Broeck
Chairman
27 September 2018
Report of the Investment Manager
Given the Company's obligation to provide a realisation
opportunity in June 2018 or, failing this, in preparation for the
adoption of the New Investing Policy, the Company's investment
level has been reduced during the first six months of 2018 as an
excess of cash was established.
The Company's investment level has been reduced from 81.7% at 31
December 2017 to 43.3% at 30 June 2018.
The Investment Manager continues to realise the Company's
investments in an orderly manner in furtherance of the New
Investing Policy adopted subsequent to the year end.
Respectfully Submitted by:
Terra Partners Asset Management Limited
Suite 8/5A, Portomaso Tower, Portomaso Avenue,
St. Julian's STJ 4011 Malta
Regulated by the Malta Financial Services Authority, Reg. No. C
56353
Unaudited consolidated income statement
Note For the period from For the period from
1 January 2018 to 1 January 2017 to
30 June 2018 30 June 2017
US$'000 US$'000
------------------------------------------------------------------- ----- -------------------- --------------------
Income
Net changes in fair value on financial assets at fair value
through profit or loss (9,879) (1,151)
Realised gain on sale of financial assets at fair value through
profit or loss 8,047 4,192
Interest income on cash balances 31 6
Dividend income on quoted equity investments 1,322 2,405
Total net (loss)/income (479) 5,452
------------------------------------------------------------------- ----- -------------------- --------------------
Manager's fees 6 (418) (409)
Incentive fees 6 - (544)
Audit and professional fees (45) (70)
Provisions 10 (1,164) -
Other expenses (292) (263)
Administrative and other expenses (1,919) (1,286)
------------------------------------------------------------------- ----- -------------------- --------------------
(Loss)/profit before tax (2,398) 4,166
------------------------------------------------------------------- ----- -------------------- --------------------
Taxation 13 (28) (174)
(Loss)/profit for the period (2,426) 3,992
Basic and diluted (loss)/earnings per share (cents per share) for
the period 11 (4.17) 6.26
------------------------------------------------------------------- ----- -------------------- --------------------
Unaudited consolidated statement of comprehensive income
For the period from 1 January 2018 For the period from 1 January 2017
to 30 June 2018 to 30 June 2017
US$'000 US$'000
-------------------------------------- ------------------------------------ -------------------------------------
(Loss)/Profit for the period (2,426) 3,992
Other comprehensive income
Foreign exchange differences - -
Total comprehensive (loss)/profit for
the period (2,426) 3,992
--------------------------------------- ------------------------------------ -------------------------------------
Unaudited consolidated balance sheet
Note Unaudited Audited
At 30 June 2018 At 31 December 2017
US$'000 US$'000
------------------------------------------------------- ----- ----------------- ---------------------
Financial assets at fair value through profit or loss 8 27,279 57,549
Trade and other receivables 9 461 323
Cash and cash equivalents 35,310 14,127
Total current assets 63,050 71,999
------------------------------------------------------- ----- ----------------- ---------------------
Total assets 63,050 71,999
======================================================= ===== ================= =====================
Issued share capital 12 6,147 6,830
Retained earnings 48,349 57,598
Capital redemption reserve 6,853 6,170
Total equity 61,349 70,598
------------------------------------------------------- ----- ----------------- ---------------------
Total current liabilities
Taxation 13 323 545
Trade and other payables 15 1,378 856
Total current liabilities 1,701 1,401
------------------------------------------------------- ----- ----------------- ---------------------
Total liabilities 1,701 1,401
------------------------------------------------------- ----- ----------------- ---------------------
Total equity and liabilities 63,050 71,999
======================================================= ===== ================= =====================
Net Asset Value per share 5 1.11 1.15
------------------------------------------------------- ----- ----------------- ---------------------
Approved by the Board of Directors on 27 September 2018
Ian Dungate Dirk van den Broeck
Director Director
Unaudited consolidated statement of changes in equity
For the six months ended 30 June 2018
Share capital Retained earnings Capital redemption reserve Total
US$'000 US$'000 US$'000 US$'000
------------------------------------------- -------------- ------------------ --------------------------- --------
Balance at 1 January 2018 6,830 57,598 6,170 70,598
------------------------------------------- -------------- ------------------ --------------------------- --------
Loss for the period - (2,426) - (2,426)
Other comprehensive income - - - -
Total comprehensive loss - (2,426) - (2,426)
------------------------------------------- -------------- ------------------ --------------------------- --------
Shares in treasury cancelled (683) 683 -
Shares subject to tender offer (6,823) - (6,823)
------------------------------------------- -------------- ------------------ --------------------------- --------
Total contributions by and distributions
to owners (683) (6,823) 683 (6,823)
------------------------------------------- -------------- ------------------ --------------------------- --------
Balance at 30 June 2018 6,147 48,349 6,853 61,349
------------------------------------------- -------------- ------------------ --------------------------- --------
For the six months ended 30 June 2017
Share capital Retained earnings Capital redemption reserve Total
US$'000 US$'000 US$'000 US$'000
------------------------------------------- -------------- ------------------ --------------------------- --------
Balance at 1 January 2017 7,726 56,377 5,274 69,377
------------------------------------------- -------------- ------------------ --------------------------- --------
Profit for the period - 3,992 - 3,992
Other comprehensive income
Total comprehensive profit - 3,992 - 3,992
------------------------------------------- -------------- ------------------ --------------------------- --------
Dividends paid
Shares in treasury cancelled (896) - 896 -
Shares subject to tender offer (6,693) - (6,693)
------------------------------------------- -------------- ------------------ --------------------------- --------
Total contributions by and distributions
to owners (896) (6,693) 896 (6,693)
------------------------------------------- -------------- ------------------ --------------------------- --------
Balance at 30 June 2017 6,830 53,676 6,170 66,676
------------------------------------------- -------------- ------------------ --------------------------- --------
Unaudited consolidated statement of cash flows
For the period from For the period from
1 January 2018 to 30 June 2018 1 January 2017 to
30 June 2017
US$'000 US$'000
---------------------------------------------------------- -------------------------------- --------------------
Operating activities
(Loss)/profit before tax (2,398) 4,166
Adjustments for:
Net changes in fair value on financial assets at fair 1,832 (3,041)
value through profit or loss
Finance income (31) (6)
Finance costs - -
Operating (loss)/gain before changes in working capital (597) 1,119
(Increase)/decrease in trade and other receivables (138) (243)
Increase/(decrease) in trade and other payables 522 50
384 (193)
Taxation paid (250) (174)
Net finance costs paid - -
Interest received 31 6
----------------------------------------------------------- -------------------------------- --------------------
Cash flows (used in)/generated from operating activities (432) 758
----------------------------------------------------------- -------------------------------- --------------------
Investing activities
Net purchase of financial assets - -
Net sale of financial assets 28,438 3,957
Funds held at Brokers - -
Cash flows used in investing activities 28,438 3,957
----------------------------------------------------------- -------------------------------- --------------------
Financing activities
Purchase of shares (6,823) (6,693)
Cash flows used in financing activities (6,823) (6,693)
----------------------------------------------------------- -------------------------------- --------------------
Net increase/(decrease) in cash and cash equivalents 21,183 (1,978)
Adjustment for foreign exchange - -
Cash and cash equivalents at beginning of period 14,127 12,430
Cash and cash equivalents at end of period 35,310 10,452
----------------------------------------------------------- -------------------------------- --------------------
Notes to the consolidated financial statements
1. The Company
Terra Capital plc (formerly named Speymill Macau Property
Company plc) was incorporated and registered in the Isle of Man
under the Isle of Man Companies Acts 1931 to 2004 on 31 October
2006 as a public company with registered number 118202C.
The interim consolidated financial statements of Terra Capital
plc as at, and for, the six months ended 30 June 2018 comprise the
Company and its subsidiaries (together referred to as the
"Group").
The consolidated financial statements of the Group as at, and
for, the year ended 31 December 2017 are available upon request
from the Company's registered office at Millennium House, 46 Athol
Street, Douglas, Isle of Man, IM1 1JB or at
www.terracapitalplc.com.
The Company's investment objective to achieve capital
appreciation while attempting to reduce risk primarily by applying
a disciplined and diversified value investing philosophy in
purchasing securities in Frontier markets for its portfolio was
amended by Shareholder resolution subsequent to the period end on
10 July 2018 whereby, the Company shall cease to make any new
investments and shall realise its portfolio of investments in an
orderly manner and return the net proceeds to Shareholders as soon
as practicable".
2 Statement of compliance and significant accounting policies
These condensed consolidated interim financial statements have
been prepared in accordance with IAS 34 Interim Financial
Reporting. They do not include all of the information required for
full annual financial statements and should be read in conjunction
with the consolidated financial statements of the Group as at, and
for, the year ended 31 December 2017.
These condensed consolidated interim financial statements were
approved by the Board of Directors on 25 September 2018.
The Group has one segment focusing on achieving capital
appreciation while attempting to reduce risk primarily by applying
a disciplined and diversified value investing philosophy. No
additional disclosure is included in relation to segment reporting
as the Group's activities are limited to one business segment.
The Group's financial risk management objectives and policies
are consistent with those disclosed in the consolidated financial
statements as at, and for, the year ended 31 December 2017.
The accounting policies applied by the Group in these condensed
consolidated interim financial statements are the same as those
applied by the Group in its consolidated financial statements as at
and for the year ended 31 December 2017.
3 Use of estimates and judgements
The preparation of interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates.
Certain investments are in illiquid/inactive markets and
classified as Level 2 in the IFRS 7 fair value Hierarchy (see note
7).
4 Finance income and costs
Period ended Period ended
30 June 2018 30 June 2017
US$'000 US$'000
---------------------- -------------- --------------
Bank interest income 31 6
---------------------- -------------- --------------
Finance income 31 6
---------------------- -------------- --------------
Bank charges (5) (3)
---------------------- -------------- --------------
Finance costs (5) (3)
---------------------- -------------- --------------
Net finance income 26 3
---------------------- -------------- --------------
5 Net asset value per share
The net asset value per share as at 30 June 2018 is US$ 1.11
based on 55,322,381 ordinary shares in issue as at that date
(excluding 6,146,931 shares held in treasury) (31 December 2017:
US$1.09 based on 61,469,312 ordinary shares (excluding 6,829,924
shares held in treasury)).
6 Related party transactions
Balances and transactions between the Company and its
subsidiaries, which are related parties of the Company, have been
eliminated on consolidation and are not disclosed in this note.
Details of transactions between the Group and other related parties
are disclosed below.
Parties are considered to be related if one party has the
ability to control the other party or to exercise significant
influence over the party making financial or operational
decisions.
Directors of the Company
Howard Golden and Filip Montfort are directors of the Manager.
The Manager was appointed at the EGM held on 24 May 2012. Following
the EGM, Mr Golden and Mr Yarden Mariuma resigned as directors of
the Company and Mr Dirk van den Broeck was elected Chairman of the
Board of Directors as an independent non-executive director and Mr
Ian Dungate was elected as an independent non-executive
director.
Filip Montfort is a director of the Investment Manager and
remained as a Director of the Company following the above noted EGM
until his resignation on 16 December 2015.
Mr Dungate is a director of the administrator.
Directors remuneration is disclosed in note 13.
The Investment Manager
Following the EGM held on 24 May 2012, the Company appointed the
immediate predecessor to the current investment manager until the
current investment manager, Terra Partners Asset Management,
Limited ("TPAM") received its license in Malta and then the
Investment Management Contract was assigned to TPAM to be the
Group's investment manager (the "Manager").
Term and termination
The Investment Management Agreement may be terminated by either
party giving to the other not less than 12 months' notice expiring
on, or at any time after, the third anniversary of the commencement
date of the agreement or otherwise, in circumstances, inter alia,
where one of the parties has a receiver appointed over its assets
or if an order is made or an effective resolution passed for the
winding-up of one of the parties.
Management fee
The Manager shall be entitled to receive a management fee equal
to 1.25 per cent. per annum of the aggregate Net Asset Value of the
Company during the relevant fee payment period, calculated on the
first day of each month, accrued on a daily basis and payable
monthly in arrears (or pro rata for lesser periods).
Performance fee
The Manager is also entitled to receive a performance fee equal
to 12 per cent. of the increase (if any) in the Net Asset Value per
Share (with dividends and other distributions added back and
ignoring any accrued performance fee) as at each semi-annual
performance fee calculation period above the Net Asset Value as at
the commencement of each such semi-annual performance fee
calculation period, provided that any performance fee shall be
payable only to the extent that the Net Asset Value of the Share
exceeds the Net Asset Value immediately following the settlement of
the Tender Offer or, if a performance fee has been paid, the Net
Asset Value per Share when a performance fee was last paid. The
performance fee shall be calculated on 30 June and 31 December in
each year and paid following such calculation. The performance fee
for the period ending 30 June 2018 was US$ Nil (30 June 2017: US$
544,375).
Expenses
In addition, the Company shall be responsible for the payment of
certain out-of-pocket expenses reasonably incurred by the Manager
in the proper performance of the Investment Management Agreement up
to a maximum of US$75,000 per annum and any other out-of-pocket
expenses in excess of this maximum shall be borne by the Investment
Manager.
The Administrator
The Administrator shall be paid by the Company a fixed fee of
US$100,000 per annum, payable quarterly in arrears.
For the preparation of the financial statements the
Administrator shall be paid by the Company US$3,000 per set.
In the event that the Administrator provides secretarial
services to the Company, the Administrator shall be paid an annual
fee of US$8,000. The Administrator shall be entitled to additional
fees for such general secretarial services based on time and
charges where the number of board meetings or general meetings
exceeds four per annum. The Administrator shall be entitled to an
attendance fee of US$750 per day or part thereof where the
Administrator attends a board meeting or general meeting which is
not held in the Isle of Man.
7 Fair value hierarchy
IFRS 7 requires the Company to classify fair value measurements
using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. The fair value hierarchy
has the following levels:
-- Quoted prices (unadjusted) in active markets for identical
assets or liabilities (level 1).
-- Inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly (that
is, as prices) or indirectly (that is, derived from prices) (level
2).
-- Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs) (level
3).
US$25,172,000 (31 December 2017: US$55,309,000) of the Company's
investments are classed as level 1 investments and
US$2,107,000 (31 December 2017: US$2,240,000) of the Company's
investments are classed as level 2 investments.
8 Financial assets at fair value through profit or loss
Group
30 June 2018: Financial assets at fair value through profit or
loss (all quoted equity securities):
Security name Number US$'000
--------------------------------------- ---- -------------- --------------
Speedy EAD-Sofia 47,518 1,132
Bank of Bahrain and Kuwait 700,000 827
Gulf Hotel Group 704,700 976
BB Votorantim (B65JNX7) 54,300 704
FDO S F Lima 2188023 578,259 343
Fi Projecto Agua Branca 1,800 148
Fii BM Edificio Galeria B8C2Zb5 39,200 404
Fii Torre Almirante B0B23L6 1,020 376
Fii Vila Olimpia Cor 34,000 762
SDI Logistica Rio 13,638 292
Emaar Misr for Development 7,361,000 1,799
Polis Banc QF 1,789 1,154
Great Wall Motor Company 828,600 634
Allami Nyomda (Hungarian Printing Co) 471,848 2,218
Komercijalna Banka 6,263 619
---------------------------------------- ---- ------------- --------------
Security name Number US$'000
-------------------------- ---- -------------- --------------
Bank Muscat 1,159,676 1,137
Ooredoo (OMAN) 699,000 954
Refineria La Pampilla SA 18,064,485 1,156
Belle Corp 6090180 12,778,000 751
Fabryki Mebli Forte 58,000 734
Kernel Holdings 71,923 914
Gulf Warehousing 91,694 1,047
Galenika Fitofarma 79,115 2,201
Artes SA 53,122 145
One Tech Holding 248,305 1,527
Blom Bank GDS 95,919 1,007
KCell JT 377,630 1,624
Lebanese GDS 114,499 828
Onatel BF 60,809 866
--------------------------- ---- ------------- --------------
Total 27,279
--------------------------- ---- ------------- --------------
9 Trade and other receivables
30 June 2018 31 December 2017
US$'000 US$'000
----------------------------------- ------------- -----------------
Prepayments and other receivables 461 323
461 323
----------------------------------- ------------- -----------------
10 Provisions
The Company is now operating as a realisation company. The
calculation of the net asset value includes an estimate of
liquidation costs and a provision for fees and expenses expected to
be incurred in realising the assets. As at 30 June 2018 these
provisions amounted to GBP1,163,605 (30 June 2017: GBPNil).
11 (Loss)/earnings per share
Basic (loss)/earnings per share is calculated by dividing the
profit for the period attributable to equity holders of the Company
by the weighted-average number of ordinary shares in issue during
the period.
Period ended Period ended
30 June 2018 30 June 2017
------------------------------------------------------------------------- --------------------- --------------
(Loss)/profit attributable to equity holders of the Company (US$'000) (2,426) 3,992
Weighted average number of ordinary shares in issue (thousands)
(excluding 6,146,931 held
in treasury (2017: excluding 6,829,924 held in treasury) 58,123 63,809
------------------------------------------------------------------------- --------------------- --------------
(Loss)/earnings per share (cent per share) (4.17) 6.26
------------------------------------------------------------------------- --------------------- --------------
12 Share capital
30 June 2018 31 December
US$'000 2017
US$'000
-------------------------------------------- ------------- ------------
Authorised:
-------------------------------------------- ------------- ------------
400,000,000 Ordinary shares of US$0.10
each 40,000,000 40,000,000
-------------------------------------------- ------------- ------------
Allotted, Called-up and Fully-Paid:
-------------------------------------------- ------------- ------------
55,322,381 (31 December 2017: 61,469,312)
Ordinary shares of US$0.10 each in issue,
with full voting rights 5,532 6,147
6,146,931 (31 December 2017: 6,829,924)
Ordinary shares of US$0.10 each in issue,
held in treasury 615 683
-------------------------------------------- ------------- ------------
6,147 6,830
-------------------------------------------- ------------- ------------
As at 15 March 2018 6,146,931 shares were repurchased and placed
in treasury and 6,829,924 shares previously held in treasury were
cancelled. The Ordinary shares held in treasury have no voting
rights and are not entitled to dividends
13 Taxation
30 June 2018 31 December 2017
US$'000 US$'000
----------------------------------------- ------------- -----------------
Balance at 1 January 545 373
Withholding taxes on dividends received 28 383
Tax paid (250) (211)
Closing Balance 323 545
----------------------------------------- ------------- -----------------
Isle of Man taxation
The Company is resident in the Isle of Man which means that it
pays income tax at 0%. The Company pays a corporate charge of
GBP390 to the Isle of Man Government for each tax year.
14 Directors' remuneration
Mr Van den Broeck, as Chairman, is entitled to remuneration of
US$45,000 per annum from the date of his appointment and Mr Dungate
and Mr Bartlett are each entitled to remuneration of US$30,000 per
annum from the respective dates of their appointments.
15 Trade and other payables
30 June 2018 31 December 2017
US$'000 US$'000
------------------------------- ------------- -----------------
Sundry creditors and accruals 1,378 856
------------------------------- ------------- -----------------
Total 1,378 856
------------------------------- ------------- -----------------
16 Contingent liabilities and capital commitments
The Company has no outstanding capital commitments as at 30 June
2018.
17 Post balance sheet events
On 10 July 2018 at an Extraordinary General Meeting,
Shareholders approved a change in the Company's investing policy.
The new investing policy states that "the Company shall cease to
make any new investments and shall realise its portfolio of
investments in an orderly manner and return the net proceeds to
Shareholders as soon as practicable".
In order to give the Board maximum flexibility in terms of the
manner in which the net proceeds of the realisation of the
Company's portfolio of investments is returned to Shareholders, it
was also proposed to re-register the Company under the 2006 Act. As
part of this process the Company adopted the New Articles which, in
addition to reflecting the fact that the Company would be
re-registered under the 2006 Act, would include a mechanism to
allow the Company to redeem compulsorily Ordinary Shares as a means
of returning the proceeds of realisations to Shareholders.
This mechanism was used to carry out a compulsory partial
redemption of 60% of the shares in issue on 26 July 2018, returning
$36.8 million to Shareholders as a result.
A second compulsory partial redemption of 50% of the remaining
shares in issue was announced on 26 September 2018, which will
return a further $11.8 million to Shareholders in October
2018t.
The Board, having consulted with Shareholders, believed that it
was appropriate and in the best interests of Shareholders to
incentivise the Investment Manager to realise, in accordance with
the New Investment Policy, the Company's portfolio of investments
in a timely fashion. The arrangements with the Investment Manager
were varied with effect from 1 July 2018 whereby the then current
fee structure, 1.25 per cent. per annum of NAV and a performance
fee linked to NAV increases, have been replaced with an arrangement
whereby the Investment Manager will be entitled to receive a fee
equal to 1 per cent. of any Distributions made to Shareholders,
which would include cash that is returned by way of a Compulsory
Redemption of Ordinary Shares.
This information is provided by RNS, the news service of the
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Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR SEIFEWFASEIU
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