TIDMTIL
RNS Number : 9456O
Tembusu Investments Limited
26 September 2011
TEMBUSU INVESTMENTS LIMITED
("Tembusu" or the "Company")
UNAUDITED HALF-YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE
2011
26 September 2011
CHAIRMAN'S STATEMENT
The Company was not active last year.
The Company will continue to look for opportunities especially
in areas related to natural resources. For that reason, the Company
is proposing a change in its investing policy.
Investing policy
On 14 September 2011, the Company sent out a notice of general
meeting to shareholders in order to seek approval for a change in
its investing policy. The proposed resolution is as follows:
The Company's Investing Policy is to focus on building up
businesses, or alternatively identifying and acquiring quoted and
unquoted businesses, that are involved in providing services and
facilities to support, assist and serve the natural resources
industries, in particular exploration, mining and extraction of
resources. The services and facilities that are to be within the
scope of the investing strategy will include transportation,
logistics, processing, testing and storage. The investing strategy
will extend to companies and businesses that are engaged in trading
of natural resource products and commodities, including but not
limited to coal, owning natural resources, mines and tenements and
exploration and extraction rights for natural resources of any
kind, developing and construction of infrastructure for
transportation, including building roads and building and owning
plants for the conversion and processing of coal to useable fuel in
each case in any part of the world.
The Company's investment strategy will continue to include real
estate, investment and development, including the operation of
businesses that can be combined with real estate interests based in
Asia, though other geographical areas will be considered should
appropriate opportunities occur which could benefit the
Company.
By actively investing in businesses with complementary areas of
expertise, which may for example include in relation to the natural
resource sector, including exploration, processing, inspection,
testing, aviation, maintenance and similar activities and in the
real estate sector, real estate, education, hotels, mortgage
financing and other such activities, the Directors believe that it
is possible to generate considerable opportunities for the cross
selling of services between the different operations and countries.
The Directors also intend to continue to make minority investments
in such businesses where it would be a passive investor, but where
those investments provide the opportunity for enhancing the growth
prospects of the Company.
With regard to the acquisitions that the Company expects to
make, the Directors may adopt earn-out structures, with specific
performance targets being set for the sellers of the businesses
acquired, and with suitable metrics applied.
The Company may invest by way of hiring appropriate persons to
build up a business or by outright acquisition or by the
acquisition of assets, including intellectual property, of a
relevant business, partnerships or joint venture arrangements. Such
investments may result in the Company acquiring the whole or part
of a company (which in the case of an investment in a company may
be private or listed on a stock exchange, and which may be
pre-revenue), and such investments may constitute a minority stake
in the Company or project in question. The Company's investments
may take the form of equity, joint venture debt, convertible
instruments, licence rights, or other financial instruments as the
Director deem appropriate.
The Company will be both an active and a passive investor and
the Directors will place no minimum or maximum limit on the length
of time that any investment may be held.
There is no limit on the number of projects into which the
Company may invest, nor the proportion of the Company's gross
assets that any investment may represent at any time and the
Company will consider possible opportunities anywhere in the
world.
There are no borrowing limits in the Articles of Association of
the Company. The Directors do not intend to acquire any
cross-holdings in other corporate entities that have an interest in
the Ordinary Shares.
There are no restrictions in the type of investment that the
Company might make nor on the type of opportunity that may be
considered other than set out in this Investing Policy.
As the Company's ordinary shares are traded on AIM this provides
a facility for shareholders to realise their investment in the
Company. In addition, the Directors may consider from time to time
other means of facilitating returns to shareholders including
dividends, share repurchases, demergers, and schemes of arrangement
or liquidation.
Chan Fook Meng
Chairman
For further information, contact:
Tembusu Investments Limited
Chan Fook Meng, Chairman Tel: + 65 6236 2984
Lai Seng Kwoon, Non-Executive Director Tel: + 65 6236 5710
Allenby Capital Limited
Brian Stockbridge Tel: +44 20 3328 5656
Tembusu Investments Limited
STATEMENT OF COMPREHENSIVE INCOME FOR SIX MONTHS ENDED
30 JUNE 2011
From From From
1 Jan 11 1 Jan 10 1 Jan 10
to 30 Jun to 31 Dec to 30 Jun
Note 11 10 10
(Unaudited) (Audited) (Unaudited)
GBP GBP GBP
Other operating expenses (134,400) (207,788) (71,417)
Unrealised gain (losses) on financial
assets designated at fair value
through profit or loss 128,495 (53,540) (107,079)
------------- --------- -----------
Operating loss (5,905) (261,328) (178,496)
Bank interest income 110 89 89
Other income - 1,389 -
------------- --------- -----------
Loss on ordinary activities before
taxation (5,795) (259,850) (178,407)
Taxation - - -
Retained loss for the financial period (5,795) (259,850) (178,407)
Loss per ordinary share (pence) - basic 3 (0.009) (0.433) (0.297)
Loss per ordinary share (pence) - diluted (0.009) (0.433) (0.297)
The Company's loss arises from continuing operations.
There were no recognised gains or losses other than those
recognised in the income statements.
Tembusu Investments Limited
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011
As at As at As at
30 June 30 June
11 31 Dec 10 10
Note (Unaudited) (Audited) (Unaudited)
GBP GBP GBP
ASSETS
Non-current assets
Investments 1 1 -
Financial assets designated at fair
value through profit or loss 781,679 653,183 599,645
----------- ----------- -----------
781,680 653,184 599,645
CURRENT ASSETS
Trade and other receivables 14,655 24,208 5,908
Cash and cash equivalents 964,901 914,414 1,027,193
----------- ----------- -----------
979,556 938,622 1,033,101
LIABILITIES
Current liabilities
Trade and other payables (47,428) (72,203) (31,700)
----------- ----------- -----------
NET CURRENT ASSETS 932,128 866,419 1,001,401
NET ASSETS 1,713,808 1,519,603 1,601,046
----------- ----------- -----------
SHAREHOLDERS' EQUITY
Called up share capital 700,000 600,000 600,000
Share premium account 2,604,061 2,504,061 2,504,061
Accumulated loss (1,590,253) (1,584,458) (1,503,015)
TOTAL EQUITY 1,713,808 1,519,603 1,601,046
----------- ----------- -----------
Tembusu Investments Limited
CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 JUNE
2011
Period ended Year ended Period ended
30 June 11 31 Dec 10 30 June 10
(Unaudited) (Audited) (Unaudited)
Note GBP GBP GBP
Cash outflow from operating
activities 4 (149,623) (181,816) (69,037)
Cashflow from investing
activities 5 110 89 89
Cashflow from financing
activities 200,000 - -
------------ ---------- ------------
(DECREASE) IN CASH FOR THE PERIOD 50,487 (181,727) (68,948)
CASH AT THE BEGINNING OF THE
PERIOD 914,414 1,096,141 1,096,141
CASH AT THE END OF THE PERIOD 964,901 914,414 1,027,193
============ ========== ============
Tembusu Investments Limited
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR PERIOD
ENDED 30 JUNE 2011
Share Share Accumulated Total
capital premium losses
Balance at 31 December 2009 600,000 2,504,061 (1,324,608) 1,779,453
Loss for the period - - - (178,407) (178,407)
Balance at 30 June 2010 600,000 2,504,061 (1,503,015) 1,601,046
Loss for the period - - (81,443) (81,443)
------- --------- ----------- ---------
Balance at 31 December 2010 600,000 2,504,061 (1,584,458) 1,519,603
Loss for the period 100,000 100,000 (5,795) 194,205
------- --------- ----------- ---------
Balance at 30 June 2011 700,000 2,604,061 (1,590,253) 1,713,808
------- --------- ----------- ---------
NOTES TO THE HALF-YEARLY REPORT
1 The Company was incorporated in Bermuda on 21 March 2007 and
was admittedto the AIM market of the London Stock Exchange ('AIM')
on 11 May 2007, when it commenced its business. This half-yearly
report has been prepared in accordance with International Financial
Reporting Standards and on the historical cost basis, using
generally recognised accounting principles and using the accounting
policies which are consistent with those set out in the Company's
Annual Report and Accounts for the year ended 31 December 2010.
As at that date of authorisation of these financial statements,
the following Standards and Interpretations, have been issued by
the International Accounting Standards Board (IASB) and the
International Financial Reporting Interpretations Committee
(IFRIC), but are not yet effective and, therefore, have not been
adopted by the Company:
Standards
IFRS 9 - Financial Instruments (Issued Nov 2009)
IFRS10 - Consolidated Financial Statements (Issued May 2011)
IFRS 11 - Joint Arrangements (Issued May 2011)
IFRS 12 - Disclosures of Interests in Other Entities (Issued May
2011)
IFRS 13 - Fair Value Measurement (Issued May 2011)
IAS 27 - Separate Financial Statements (Issued May 2011)
IAS 28 - Investments in Associates and Joint Ventures (Issued
May 2011)
The half-yearly report for the six months to 30 June 2011, which
complies with IAS34, was approved by the Board on 26 September
2011.
2 The Directors do not recommend the payment of a dividend.
3 The basic and diluted earnings per share are based on the loss
for the financial period of GBP5,795 (30 June 2010: -GBP178,407; 31
December 2010: -GBP259,850) and the following weighted average
number of shares in issue during the period ended 30 June 2011:
basic and diluted: 65,911,602 (30 June 2010: 60,000,000; 31
December 2010: 60,000,000)
4 Reconciliation of operating loss to net cash inflow from
operating activities
Period Period
ended Year ended ended
30 June
11 31 Dec 10 30 June 10
(Unaudited) (Audited) (Unaudited)
GBP GBP GBP
Operating loss (5,905) (261,328) (178,496)
Provision for quoted
investments (128,495) 53,540 107,079
----------- ------------- -----------
(134,400) (207,788) (71,417)
(Increase) / decrease in trade
and other receivables 9,552 (14,870) (1,743)
Increase / (decrease) in trade
and other payables (24,775) 39,453 4,123
Other income derived from
written-off of payables - 1,389 -
(149,623) (181,816) (69,037)
=========== ============= ===========
5 Cashflow from investing activities
Period
ended Year ended Period ended
30 June 31 Dec
11 10 30 June 10
GBP GBP GBP
Sale of held-for-trading
investment - - -
Bank interest 110 89 89
Net cash inflow from investing
activities 110 89 89
======= ========== ============
6 The issued share capital as at 30 June 2011 was 70,000,000
ordinary shares of 1p each and as at 30 June 10 and 31 December
2010 was 60,000,000 ordinary shares of 1p each respectively.
On 15 March 2011, the company issued 10,000,000 new ordinary
shares at 2 pence per ordinary share raising GBP0.2m. As part of
the share issue, warrants were issued to subscribe for 30,000,000
new ordinary shares.
The Warrants have an expiry date of 28 February 2013 and are
conditional inter alia, on the Subscriber introducing an
acquisition with certain defined parameters. Of the Warrants,
10,000,000 are exercisable at a price of 4p per share, 10,000,000
are exercisable at a price of 6p per share and the remaining
10,000,000 are exercisable at a price of 8p per share
7 The preceding unaudited results for the period ended 30 June
2011 do not constitute statutory accounts under the Bermuda Act
1981. The comparative figures for the year ended 31 December 2010
are extracted from the statutory financial statements, which
contain an unqualified report.
8 The half-yearly report is available from the Company's website
(www.tembusuinvestments.com).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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