Craven House Capital Regulatory News (CRV)

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Craven House Capital Plc

("Craven House" or the "Company")

Unaudited Interim Report for the period ended 30 November 2018

For the unaudited six months to 30 November 2018, Craven House Capital ended the period with a Net Asset Value of $21,426,000 which equates to $8.57 per share. This represents a decrease of $3,439,000 from the NAV reported at the year ending May 2018. This change was largely the result of mark-to-market prices of liquid securities we intend to hold for an extended period of time. During the period the company acquired a significant asset in the shares of IIU, Inc. This acquisition marks our first significant presence in the United States. As mentioned in previous communications we see the US as an attractive investment destination given the global investment markets and the current stage of the debt and business cycles. We remain concerned about asset values in emerging markets and Europe and have a current preference for smaller private and listed enterprises in North America. It remains a difficult environment for value investors, however, we have recently identified what we believe are pockets of opportunity. 

Portfolio Update

The summary of the valuations of Craven's investment holdings as at the period end is as follows;

DLC Holdings Corp. (TSX:DLC)

DLC Holdings Corp. is a primary investment subsidiary focused on agricultural related investments in Brazil and South Africa. As a micro-cap listed company, its share price can fluctuate significantly without any change to the intrinsic value of the company. Despite the shares trading recently at CAD $0.25 per share on significant volume, the shares closed the period at CAD $0.15 resulting in an accounting valuation significantly lower than the prior period. We remain highly confident in the long term value of DLC's current portfolio and in the listed platform providing a platform to consolidate other assets.

Craven House Angola LDA.

Craven House Angola is primarily engaged in the provision of working capital, as previously announced, to successful European and US entrepreneurs operating in Angola for many years. Oil revenues comprise the vast majority of Angola's foreign currency earnings and a multi-year weakness in the oil price has created a scarcity of foreign currency within the banking system. As a result, good companies have had to seek funding beyond the traditional banks to finance imports. We are fortunate to have good partners in Angola who have managed the difficult operating environment profitably. The recent peaceful transition of political power combined with higher oil prices have increased the likelihood of an economic recovery. While we believe this does not present a threat to our capital it is a threat to continued profitability and margins. Should capital controls be reduced or lifted our funds will no longer be needed by our partners. If this were to happen we would need to find an alternative opportunity to deploy capital or seek to expatriate funds. It is important to note that our investment success in Angola is primarily the result of an economic anomaly created by exogenous forces rather than business acumen or operational expertise.

Qeton Ltd

Qeton is a trading company which specialises in the purchase of globally sourced products for importation into capital constrained economies. At present the focus is on consumer goods and industrial products into Angola where capital controls continue to add significant friction to funds flow and trade. Our relationship with on the ground operators in the region provide insights into the shifting market dynamics. The current economic and political situation remains positive for Qeton, however, this could change at any moment if the Kwanza becomes more freely convertible or capital controls are lifted entirely. Should this happen we would seek to repatriate capital from Angola for investment elsewhere.

Craven House Capital North America LLC

As mentioned above, the United States is becoming an investment focus for Craven House. Our holding in IIU, Inc. has been rewarding as is demonstrated by the transaction announced on January 17, 2019 with LM Funding America, Inc. Additionally, we are finding investment opportunities in small-cap and micro-cap listed securities traded on the NYSE and NASDAQ. These companies have largely been abandoned by investors as market dynamics have moved towards passive index funds and other structured products. Additionally, many US brokerages restrict shareholders buying shares trading at less than $5 or with a market capitalisation of under $50 million. We believe this presents significant opportunities as many of these very small listed companies are trading at a discount to their orderly liquidation value and/or intrinsic value. 

Kwikbuild Corp.

As mentioned in previous communication we are bearish on South Africa given the political and economic climate. Our portfolio in South Africa is in the process of being liquidated and we intend to allocate the capital elsewhere. Fortunately, the bulk of our portfolio consists of debt secured by assets and the proceeds can be freely repatriated through the banking system unless further currency controls are enacted. This is not an insignificant risk given the state of the South African economy.

 Reduction in Capital

We continue to move forward with the legal process to buy back Craven House shares for cancellation. However, given the current share price combined with the expected liquidity over then next year, we expect share buybacks to be a central aspect of our capital allocation process until such time as the share price closes the gap with the intrinsic value of the company. Craven House has consistently issued shares at a premium and will endeavour to buy back as many shares as are available at a discount. As highlighted in the May 2018 year-end accounts, the Board will continue to assess the value of the AIM quote and will provide any material updates to shareholders in due course.

Transaction after the end of period

After the period, Craven House announced a significant transaction with LM Funding America, Inc. (NASDAQ:LMFA) whereby LMFA would acquire IIU, Inc in a transaction which will likely result in Craven House becoming the controlling shareholder in the Nasdaq listed company. The conversion of funds due following the sale in common stock of LMFA requires shareholder approval from LMFA shareholders and is not certain. Should LMFA shareholder approval be granted, Craven House will have another listed subsidiary, with high market liquidity which could serve as a platform for further growth. The likely result will be that Craven House's primary holdings will be two subsidiary listed companies in LMFA and DLC Holdings with the balance of the portfolio comprised of African related assets concentrated in loan portfolios in Angola and South Africa and a trading company focused on the export of consumer and industrial products to Angola.

Desmond Holdings Ltd

Investment Manager to Craven House Capital Plc

For further information please contact:

About Craven House Capital:

The Company's Investing Policy is to invest in or acquire a portfolio of companies, partnerships, joint ventures, businesses or other assets globally in any geographic jurisdiction. The company will invest in both developed and developing markets providing long term patient capital and is often involved in special situations, restructuring, expansion and turn around investments in crisis and transitioning economies.

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2018

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF FINANCIAL POSITION

AS AT 30 NOVEMBER 2018

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2018

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2018

CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2018

1. ACCOUNTING POLICIES

General Information

Craven House Capital Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on the company information page. The Company is listed on the AIM Market of the London Stock Exchange (ticker: CRV).

The next annual financial statements of Craven House Capital Plc will be prepared in accordance with applicable International Financial Reporting Standards (IFRS) as adopted for use by the European Union. Accordingly, the interim financial information in this report has been prepared using accounting policies consistent with IFRS. IFRS are subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and there is an on-going process of review and endorsement by the European Commission. The financial information has been prepared on the basis of the IFRS that the directors expect to be applicable as at 31 May 2019.

The financial information has been prepared under the historical cost convention, except to the extent varied for fair value adjustments required by accounting standards, and in accordance with applicable International Financial Reporting Standards (IFRS) as adopted for use by the European Union. The principal accounting policies have been applied to all periods presented.

This financial information is unaudited and does not constitute statutory financial statements within the meaning of Section 434 of the Companies Act 2006. The financial statements of the Company for the year ended 31 May 2018, which were prepared in accordance with IFRS as adopted for use by the European Union, have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not include any statement under Section 498 of the Companies Act 2006.

This financial information is presented in United States dollar, rounded to the nearest $'000.

The directors do not propose the issuance of a dividend.

The interim financial information for the six months ended 30 November 2018 was approved by the directors on 27 February 2019.

Going concern

The Company has considerable financial resources. As a consequence, the directors believe that the Company is well placed to manage its business risks successfully. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial information.

CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2018

2. Finance income

3. Taxation

No tax charges arose in the period or in comparative periods as a result of losses incurred.

4.  Investments at fair value through profit or loss

Following a corporate restructuring undertaken during 2016, investments and loans were transferred from Craven House Capital Plc to its wholly owned subsidiary, Craven Industrial Holdings Plc. The revaluation outlined above therefore represents the valuation applied to the resulting investments held by Craven Industrial Holdings Plc or its subsidiaries as at 30 November 2018 and are described in further detail below.

Unquoted investments at 30 November 2018 have been measured on a Level 3 basis as no observable market data was available.

Shares in Craven Industrial Holdings Plc are valued at $23,892,006 representing a 100% holding. These have been valued based on the underlying investments within Craven Industrial Holdings Plc as at 30 November 2018. The value of Craven Industrial Holdings Plc is segmented across its principal investments as follows:

Shares in DLC Holdings Corp. are valued at $6,491,893 representing 13,676,700 common shares and 43,785,206 preferred shares, which are freely convertible into common shares. Shares in DLC Holdings Corp. are quoted on the Toronto Stock Exchange and were valued at $CAD 0.15 per share as at 30 November 2018.

CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2018

CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2018

The calculation of basic earnings per share is based on the loss attributable to the equity holders of $3,439,000 divided by the weighted average number of shares in issue during the period of 2,499,038 (six months ended 30 November 2017: loss of $549,000 and 2,499,039 shares; year ended 31 May 2018: loss of $395,000 and 2,499,038 shares).

Diluted earnings per share has not been disclosed as the inclusion of the unexercised warrants described in note 5 would be non-dilutive.

7. Convertible loan note

During the year ended 31 May 2018, the Company entered into a $800,000 convertible loan note by way of settlement of a supplier's outstanding fees in the sum of £600,000. The note holder, GEM Investments America, has the right to convert the note at any time prior to maturity.

The loan note bears no interest and has a five year term. 

8. Related party disclosures

Craven Industrial Holdings Plc

During the period, the Company made a number of loans to its subsidiary Craven Industrial Holdings Plc. At the period end the outstanding balance of these loans was $41,364 (May 2018: $38,969).

Craven House Capital North America LLC

During the period, the Company received a repayment against loans from its subsidiary Craven House Capital North America LLC. At the period end the outstanding balance of these loans was $743,638 (May 2018: $793,629).

Craven House Angola LDA

During the period, there was no movement in the $896,781 loan balance outstanding between Company and its subsidiary Craven House Angola LDA.

Kwikbuild Corporation Ltd

During the period, the Company received a number of loans from its subsidiary Kwikbuild Corporation Ltd. At the period end the outstanding balance of these loans was $828,545 (May 2018: $785,294).

CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2018

8. Related party disclosures (continued)

7Mobile LDA

During the period, the Company's subsidiary, Qeton Ltd, made sales totalling €320,300 to 7Mobile LDA. 7Mobile LDA shares a director with Craven House Capital Angola LDA. At the period end, amounts receivable by Qeton Ltd from 7Mobile LDA were €1,151,700 (May 2018: $1,485,747).

Desmond Holdings Limited

During the period the Company incurred management fees of $120,000 from Desmond Holdings Limited, the Investment Manager of the Company. It also received a loan of $75,000 from Desmond Holdings Limited, $25,000 of which was repaid before the period end. At the period end, included in trade and other payables is an amount of $572,400 due to Desmond Holdings Limited.

All amounts owed to related parties are interest free and repayable on demand.

9. Events after the reporting period

4 January 2019: The Company passed a resolution to extend its capital reduction program to include the cancellation of 155,958,824 deferred shares. This, along with the previously announced resolution to cancel up to $5,000,000 of ordinary common shares, is currently subject to approval by the High Court.

17 January 2019: The Company completed the sale of its wholly owned subsidiary, IIU Inc., to LM Funding America Inc. (NASDAQ: LMFA) for a consideration of c. $5.1 million.

The Interim Results for the six months ended 30 November 2018 will be available to download from the Company's website at: http://www.cravenhousecapital.com