GWIK.L Regulatory News (GWIK)

Glenwick plc

Final results for the year ended 31 December 2015

Glenwick plc (formerly Treveria plc) (AIM: GWIK) today announces its audited results for the year ended 31 December 2015. The Company also announces that its Annual Report and Accounts for the year ended 31 December 2015 will be available on the Company's website www.glenwickplc.com 

For further information, please contact: 

Chairman's statement

Business overview

As announced on 3 September 2015, the Company sold its two wholly owned subsidiaries - Treveria Asset Management Limited ("TAML") and Treveria Holdings Limited ("Holdings") for approximately €17 million in cash. The Company also announced that the legal proceedings between it and two of its former professional advisers relating to German Real Estate Transfer Tax had been concluded on mutually acceptable terms. 

Having realised all its investments, the Company paid a distribution of 3.512 Eurocents per share on 29 October 2015, amounting to €21,248,000 in total. 

As a result of this disposal, the Company no longer had any investments in the German commercial property sector, and this fundamental change of business made it become an investing company under Rule 15 of the AIM Rules for Companies. Following the EGM at which the new investing policy was approved, the Company sole plans is to make an acquisition or acquisitions in the natural resources sector which constitute a reverse takeover under rule 14 of the AIM rules for Companies, and requiring shareholder approval. As such it will not make any investments that constitute a minority stake in a company.

To date the company has been reviewing on-shore gas projects in both North and South America and more recently Turkey. Due diligence continues including a non-binding proposal to a group based in Singapore to help identify and negotiate the acquisition of appropriate targets. No decisions have been made as yet but the company remains highly pro-active and hopes to update the market in due course.

Change of name, trading currency and reporting currency

The Company changed its name to Glenwick Plc, and ordinary shares are now trading under the new name (ticker code GWIK) with effect from 1 December 2015. In conjunction with the Company's name change, its website address changed to www.glenwickplc.com.

With effect from the same date, the trading denomination of the Company's ordinary shares was changed from Euro to Pounds Sterling.

Due to its exit from the German property market, the Company considered it appropriate also to change its functional currency and presentation currency from Euro to Pounds Sterling. The Company has applied the new reporting currency retrospectively and restated the comparative information for the year ended 31 December 2014. The financial statements are therefore presented in Pounds Sterling. The change in reporting currency does not have any effect on net assets attributable to equity holders of the Company.

Financial results

The Consolidated Statement of Comprehensive Income includes the results of the subsidiaries for the period before the sale. 

We report a loss for the year of £6,642,000 (compared with a loss in the previous year of £5,819,000), which equates to a loss of 0.94 Pence per share. All but £48,000 of this loss arose from the Company's activities as a fund investing in German commercial real estate as "Treveria". The Company paid a distribution of 3.512 Eurocents per share on 29 October 2015, amounting to €21,248,000 in total. This distribution effectively closed that chapter of the Company's life.

Share issue

Since the distribution of all the net proceeds from the German property business in October and prior to the year-end, the Company raised fresh share capital of £640,000, providing £574,000 net of issue costs. Since then, the Company has raised further capital to bring these totals to £1,028,000 and £943,000 respectively. (These figures include the exercise of some warrants.) Consequently, the Company is well resourced to carry out the evaluation of investment opportunities and meet any seed funding needs which may arise.

Outlook

We are actively investigating a small number of potential oil and gas investment targets. In the meantime we shall continue to keep a very tight control of costs, so as to preserve the fresh capital and keep it available for due diligence and possible seed funding.

Finally, I would like to thank all shareholders and our consultants for their ongoing support and hard work in what has been a pro-active few months. I look forward to updating you all further on the various opportunities which may prove suitable in coming months.

Cameron Pearce

Chairman

8 March 2016

Directors' report

The Directors submit their report with the audited financial statements for the year ended 31 December 2015. A review of the Group's business and results for the year is contained in the Chairman's statement, which should be read in conjunction with this report.

Business of the Group

Glenwick plc is a company incorporated in the Isle of Man and is admitted to trading on AIM. 

As Treveria plc, it was an investing company focussing on German commercial real estate. Having sold all its real estate investments and returned the net proceeds in November 2015 the company changed its name to Glenwick plc. Fresh capital was sourced to enable Glenwick plc to continue as an AIM company with a new investment policy.

The Company was re-registered under the Isle of Man Companies Act 2006 on 28 October 2015.

Investment policy

At the EGM in 18 December 2015, shareholders voted to adopt an investment policy as follows:

"The Company's investing policy will solely be to make an acquisition or acquisitions which constitute a reverse takeover under rule 14 of the AIM rules for Companies. Any transaction constituting a reverse takeover will also require shareholder approval. The Company will seek to acquire companies within the natural resources sector. Initially the geographical focus will be Australasia and North America but may also consider other regions to the extent that the Board considers that valuable opportunities exist and positive returns can be achieved."

Results for the year and distributions

The results are set out in the Statements of Comprehensive Income.

The total comprehensive loss attributable to the equity holders of the parent company for the year was £6,642,000 (2014: loss of £5,819,000).

The Company paid a distribution of 3.512 Eurocents per share on 29 October 2015, amounting to €21,248,000 in total. The distribution was financed from the distributable reserve created by the cancellation of the share premium account which had arisen on the placing of shares on AIM at the Company's launch.

Directors

The Directors who held office during the year and to the date of this report, together with details of their interest in the shares of the Company at 31 December 2015 and the date of this report were:

Eitan Milgram is a portfolio manager and Executive Vice President at Weiss Asset Management LP, the manager of certain investment funds which held an interest amounting to 29.01% of the shares in the Company. David Malpica holds a beneficial interest in Richmond Invest BV which acquired a shareholding of 15.07% of the shares in March 2015. Both of these shareholdings were sold in November 2015.

The above warrants give the right to subscribe for ordinary shares at a price of 0.7 pence per share, exercisable up to 3 November 2016. 

Details of the Directors' earnings are given in note 10 to the accounts, and transactions with the Company in which the Directors are given in note 11.

Substantial shareholders

At the date of this report, the following shareholders had disclosed substantial interests in the issued share capital of the Company:

Corporate Governance

The Directors recognise the value of the Principles of Good Corporate Governance and Code of Best Practice as set out in the UK Corporate Governance Code issued by the Financial Reporting Council (the "Governance Code"). Although the Company is not obliged by the AIM Rules issued by the London Stock Exchange to do so, the Board intends to take appropriate measures to ensure that the Company complies with the Governance Code to the extent appropriate taking into account the size of the Company and the nature of its business.

Auditors and disclosure of information to auditors

So far as the Directors are aware, there is no relevant audit information of which the auditors are unaware and each Director has taken all reasonable steps to make himself aware of any relevant audit information and to establish that the auditors are aware of that information.

KPMG Audit LLC, Isle of Man, being eligible, has indicated its willingness to continue in office.

On behalf of the Board

Graham Smith

Director8 March 2016

Statement of Directors' responsibilities in respect of the Directors report and the financial statements

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards ("IFRSs"), as adopted by the European Union ("EU").

The financial statements are required to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates that are reasonable and prudent;

· state whether they have been prepared in accordance with International Financial Reporting Standards, as adopted by the EU; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time its financial position. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction to another.

By Order of the Board

Graham Smith

Director8 March 2016

Report of the Independent Auditors, KPMG Audit LLC,to the members of Glenwick plc

We have audited the financials of Glenwick plc for the year ended 31 December 2015 which comprise the Group and the Company Statements of Comprehensive Income, the Group and the Company Statements of Financial Position, the Group and the Company Statements of Cash Flows and the Group and the Company Statements of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS), as adopted by the EU.

This report is made solely to the Company's members, as a body. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and auditors

As explained more fully in the Statement of Directors' responsibilities, the Directors are responsible for the preparation of financial statements that give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.

In addition we read the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on the financial statements

In our opinion the financial statements:

· give a true and fair view of the state of the Group's and the Company's affairs as at 31 December 2015 and of the Group's and the Company's loss for the year then ended;

· have been properly prepared in accordance with IFRS, as adopted by the EU.

KPMG Audit LLC

Chartered Accountants

Heritage Court

41 Athol Street

Douglas

Isle of Man IM99 1HN

8 March 2016

Statements of Comprehensive Incomefor the year ended 31 December 2015

*Restated - see note 2.4.

The accompanying notes below form an integral part of the financial statements.

Statements of Financial Position as at 31 December 2015

*Restated - see note 2.4.

The financial statements were approved by the Board of Directors on 8 March 2016 and were signed on its behalf by:

Graham Smith Cameron Pearce

Director Director

The accompanying notes below form an integral part of the financial statements.

Group Statements of Changes in Equityfor the year ended 31 December 2015

*Restated - see note 2.4.

The accompanying notes below form an integral part of the financial statements.

Company Statements of Changes in Equityfor the year ended 31 December 2015

*Restated - see note 2.4.

The accompanying notes below form an integral part of the financial statements.

Statements of Cash Flowsfor the year ended 31 December 2015

*Restated - see note 2.4.

The above statement includes the cash flows from both continuing and discontinued operations. Only the share issue receipts (net of issue costs) of £574,000 and payment of operating expenses of £16,000 relate to the continuing operations.

The accompanying notes below form an integral part of the financial statements.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2015

1. General information

Glenwick plc (the "Company") (formerly Treveria plc) is a company incorporated and domiciled in the Isle of Man whose shares are publicly traded on the AIM market of the London Stock Exchange. 

The consolidated financial statements comprise the Company and its subsidiaries (together referred to as the Group). The parent company financial statements present information about the Company as a separate entity. The Company acts as the investment holding company of the Group. 

The Company sold all its subsidiaries on 2 September 2015. Accordingly the consolidated financial statements include the results of the subsidiaries up to that date and the result of the disposal, (at which point the Group ceased to exist), and the results of the Company alone thereafter. Since the Company had no subsidiaries at 31 December 2015, the Group and Company Statements of Financial Position in these financial statements are identical to each other, whereas the prior year comparatives include the subsidiaries in the Group Statement of Financial Position.

The principal activities of the Company and Group are described in Chairman's report. Neither the Company nor the Group had any employees during the year.

2. Basis of preparation

These financial statements have been prepared in accordance with and comply with International Financial Reporting Standards ("IFRS") as adopted by the European Union, International Financial Reporting Interpretations Committee ("IFRIC") interpretations and the Isle of Man Companies Act 2006.

The financial statements have been prepared on a historical cost basis as amended by the revaluation of investment property held for disposal and financial assets and financial liabilities at fair value through profit or loss. Comparative information for the Group and Company financial statements is presented for the year ended 31 December 2014. The accounting policies applied to the financial statements are consistent with those of the previous year.

The results of the German commercial real-estate activities up to the date of disposal are shown as discontinued activities in the Statement of Comprehensive Income.

All debt facilities and contingent liabilities reported in previous years were obligations (actual or potential) of former subsidiary companies. Following the disposal of those subsidiaries, the only obligations of the Company are those which arise from regular operating costs, for which there is ample coverage from the share capital issued from November 2015 onwards as described in note 8.

Accordingly the Directors have adopted the going concern basis in preparing the financial statements for the year ended 31 December 2015.

In conjunction with the disposal of its subsidiaries, the return of the proceeds to shareholders and the adoption of a new investing policy in November 2015, the Company changed its functional currency and presentation currency from Euro to Pounds Sterling with effect from 17 November 2015. (At the same time, the trading currency of the Company's shares was also changed from Euro to Pounds Sterling.) The financial statements are therefore presented in Pounds Sterling and all values are rounded to the nearest thousand (£000) except when otherwise indicated. All year to date balances at the date of change and all comparative information have been translated to Sterling at the GBP: EUR rate of 1.4250 being the rate on 17 November 2015. 

The change in reporting currency does not have any effect on net assets attributable to equity holders of the Company.

All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets and liabilities are eliminated in full.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

There were no non-controlling interests (representing the portion of profit or loss and net assets not held by the Group) during the year or previous year.

The preparation of financial statements in accordance with the standards and interpretations noted in section 2.1 above requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.

There are no standards or interpretations with an effective date on or after 1 January 2016 that are likely to have a significant effect on the financial statements.

3. Significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below:

Transactions in foreign currencies are translated to the functional currency at the exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Exchange differences arising on translation are recognised in the Statement of Comprehensive Income.

The Company presents basic and diluted earnings per share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive potential ordinary shares.

Income tax expense comprises current tax and deferred tax.

Current income tax

Current tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current income tax assets and liabilities are measured at the reporting date at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

A 0% rate of corporate income tax applies to the Company and certain of its former subsidiaries which are resident in the Isle of Man. Other former subsidiaries were subject to foreign taxes in respect of sources of income arising in those foreign countries.

Deferred income tax

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply to the year when the related asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the Statement of Financial Position.

The following accounting policies (3.4 to 3.8) have application only up to the disposal by the Company of its subsidiaries on 2 September 2015.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. In particular:

Rental income

Rental income from operating leases is recognised on a straight-line basis over the term of the lease. Fixed or determinable rental increases are recognised on a straight-line basis over the term of the lease or over the period until the next market review date. Contingent rents, such as turnover rent and market rent adjustments, are recognised as income in the financial period in which they are earned. Lease incentives granted are recognised in the Statement of Comprehensive Income as an integral part of rental income.

Interest income

Interest income is recognised as interest accrues, using the effective interest method which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset.

Service charges

In relation to amounts receivable in respect of service charges, such income is not treated as revenue, rather it is set off against the costs to which such income relates.

Investment property disposals are recognised in the financial statements on the date of completion. Profits or losses arising on disposal of investment properties are calculated by reference to the carrying value of the asset at the beginning of the year, adjusted for subsequent capital expenditure and the proceeds received from the disposal.

Investment properties are properties owned or leased under finance leases by the Group which are held either for long-term rental income or for capital appreciation or both.

Investment properties are initially recognised at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met, and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date. Surpluses or deficits arising from changes in the fair values of investment properties are included in the Statement of Comprehensive Income in the period in which they arise. Investment property held under a finance lease is stated gross of the recognised finance lease liability.

i. Classification

Equity and preference share investments have been designated at fair value through profit and loss. Financial assets that are designated as loans and receivables comprise loans and accrued interest and other receivables.

ii. Recognition

The Group recognises financial assets and financial liabilities on the date it becomes a party to the contractual provisions of the instrument.

iii. Measurement

Equity and preference share investments are stated at fair value. Loans and receivables are stated at amortised cost less any impairment losses.

The Directors determine asset values using guidelines and other valuation methods with reference to the valuation principles of IFRS 13, Fair Value Measurement. As all investments are unquoted, the valuation principles adopted are classified as Level 3 in the IFRS 7 fair value hierarchy.

'Fair value' is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.

When available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as 'active' if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The Group measures instruments quoted in an active market at mid-price.

If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction, including the selling price realised for investment properties sold after the yearend, and expected selling prices as per latest sales negotiations.

The Group recognises transfers between levels of the fair value hierarchy as at the end of the reporting period during which the change has occurred.

The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment. Financial assets that are not carried at fair value through profit and loss are subject to an impairment test.

iv. Impairment

Financial assets that are stated at cost or amortised cost are reviewed at each reporting date to determine whether there is objective evidence of impairment. If any such indication exists, an impairment loss is recognised in the profit or loss as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the financial asset's original effective interest rate.

If in a subsequent period the amount of an impairment loss recognised on a financial asset carried at amortised cost decreases, and the decrease can be linked objectively to an event occurring after the write-down, the write-down is reversed through the profit or loss.

v. Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition in accordance with IAS 39. A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired.

Investments in subsidiaries are stated at cost less any provision for impairment in value. Investments in subsidiaries are reviewed for impairment whenever there is any indication that these assets may be impaired. If any such indication exists, the recoverable amount (i.e. the higher of the fair value less cost to sell and value in use) of the asset is estimated to determine the amount of impairment loss. If the recoverable amount is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. The impairment loss is recognised in the Statement of Comprehensive Income.

Amounts due to the Company from subsidiaries are also stated at cost, less an allowance for impairment when there is objective evidence that the Company will not be able to recover the amounts in full.

4. Significant accounting judgements, estimates and assumptions

Following the disposal of its subsidiaries and pending new investments or other significant business activity, the Directors consider that there are no assets or liabilities whose carrying amount is subject to material uncertainty, and therefore subject to a significant risk of requiring a material adjustment within the next financial year.

All financial assets and liabilities not stated at fair value in the financial statements are categorised as level 2 in the IFRS 7 fair value hierarchy.

5. Loss for the year

The results arising from the German commercial real-estate investing activities are treated as discontinued in the current year. An analysis of the financial results for the discounted operation is as follows:

* Realised loss from disposal of investment property by the subsidiaries before the subsidiaries were sold on 2 September 2015. This is calculated by reference to the carrying value of the asset at the beginning of the year and the net proceeds received from the disposal.

** Unrealised loss on investment properties arising on revaluation of investment properties held by the subsidiaries as at the date of sale of the subsidiaries on 2 September 2015. This is calculated by reference to the carrying value of the real estate investments at the beginning of the year and the latest directors' valuation of those properties prior to 2 September 2015.

*** Unrealised loss on investment at fair value arising on revaluation of the investments held by the subsidiaries as at the sale of the subsidiaries on 2 September 2015. These comprise the Company's interest at that time in the portfolios known as "Silo D" and "Silo F&K". The unrealised loss is calculated by reference to the carrying value of the investments at the beginning of the year and the latest directors' valuation of the investments prior to 2 September 2015.

6. Loss on disposal of subsidiaries

On 2 September 2015 the Company sold its two wholly owned subsidiaries - Treveria Asset Management Limited and Treveria Holdings Limited to Haflinger Invest Limited and Phylira NV. The loss arising on disposal of subsidiaries is calculated by reference to their carrying value at the date of disposal (which in turn incorporated the revaluations described under note 5, as well as the operating result of the year to date) and the net proceeds received from the disposal.

7. Loss per share

The calculation of the basic, diluted and adjusted loss per share is based on the following data:

8. Issued capital

\* The above share capital amounts are before the deduction of costs directly related to the share issuance. The share issue costs up to 31 December 2015 were £66,000.

Each warrant grants the right to subscribe for shares of equal quantity at a fixed price of 0.07 Pence per share, exercisable within one year.

In addition to the warrants appearing in the table above, Peterhouse Corporate Finance Limited ("PCF"), as joint broker and corporate adviser, has been granted a warrant instrument entitling it to subscribe for shares at a fixed price of 0.07 Pence per share, exercisable up to 3 November 2018. The number of shares which PCF may subscribe for is 3% of the issued share capital of the Company from time to time.

All ordinary shares are fully paid and each ordinary share carries one vote. Up to the re-registration of the Company on 28 October 2015 as a company governed by the Isle of Man 2006 Companies Act, the ordinary shares had a par value of €0.01 each. Upon re-registration, the shares ceased to have a par value.

9. Distributions

The Company paid a distribution of 3.512 Eurocents per share on 29 October 2015, amounting to €21,248,000 (equivalent to £14,910,000) in total. The distribution was financed from the distributable reserve created by the cancellation of the share premium account which had arisen on the placing of shares on AIM at the Company's launch, and the nominal value of the share capital which became distributable upon the re-registration of the Company as a company governed by the Isle of Man 2006 Companies Act. 

The amount distributed represented the full value of the net assets of the Company at the date of the declaration of distribution, including the net proceeds from the disposal of the Company's subsidiaries, less an allowance for performance fees payable on such distribution, but not including the proceeds from the share placings described in note 8.

10. Directors' fees

Fees of directors who served during the year are as in the table below:

David Malpica's directors' fees were paid in Euros. The above amounts are the Pounds sterling equivalents.

11. Related parties

The following transactions took place between the Company or its subsidiaries and related parties during the financial year:

· David Malpica, a director of the Company up to his resignation on 29 October 2015, has a controlling interest in Kewbridge Capital Limited ("Kewbridge"). Kewbridge was appointed to provide advisory and interim management services to the Company in May 2012, and received a monthly retainer of €27,500. Kewbridge was entitled to receive a performance fee, designed to align Kewbridge's interests with those of shareholders, based on the aggregate amount of cash paid or payable to shareholders. The monthly retainer was fully creditable against the performance fee. During the year, Kewbridge received retainer fees of €220,000 (2014: €330,000) and performance fees of €752,000 (2014: nil), of which €nil was outstanding at the year-end. The services contract between Kewbridge and the Company was terminated by agreement upon David Malpica's resignation as a director.

· One of the buyers of the Company's wholly owned subsidiaries (as described in note 6) was Haflinger Invest Limited ("Haflinger"). Haflinger is a company owned by a group of investors, among them Richmond Invest GmbH and Richmond Invest BV, in which David Malpica, a director of the Company at the time of the sale, holds a beneficial interest.

· Graham Smith is a Director of the Company and the Administrator, FIM Capital Limited ("FIM"). During the year, FIM received fees of £169,000 (2014: £125,000). The amount outstanding as at year end was £3,000 (2014: £21,250).

12. Events after the reporting date

Subsequent to the year-end, the Company has issued shares as described in the table in note 8.