Last checked at 28 Nov 2008 07:00
Date: 28 November 2008
On behalf of: Infrastructure India plc ("IIP" or "the Company")
Embargoed until: 0700hrs
INFRASTRUCTURE INDIA PLC
CONDENSED CONSOLIDATED FINANCIAL INFORMATION FOR THE PERIOD ENDED 30 SEPTEMBER 2008
Infrastructure India plc, the closed-ended investment fund focusing on India's rapidly growing energy and transport sectors, is pleased to announce its results for the period ended 30 September 2008.
Highlights
Commenting on the results, Rupert Cottrell, Chairman of Infrastructure India plc, said:
"I am pleased to report that Infrastructure India plc has made excellent progress in the short period since it was admitted to the Official List in June 2008. The Company has already established itself in the Indian market since the IPO and is focused on creating a portfolio of quality assets in the region with the assistance of its investment advisor, Bloomsbury Asset Management Advisors.
"IIP continues to trade in line with the Board's expectations and the Board remains confident of the outlook for the remainder of the financial year."
- ends -
For further information please contact:
| Infrastructure India plc | |
| Rupert Cottrell | Via Redleaf Communications |
| Bloomsbury Asset Management Advisors (BAMA) | |
| Gary Neville | 07867 906377 |
| Akur Partners | 020 7955 1514 |
| Andrew Dawber / Tom Frost | |
| Singer Capital Markets | 020 3205 7500 |
| Brad Cheng | |
| Redleaf Communications | 020 7822 0200 |
| Emma Kane / Henry Columbine | iif@redleafpr.com |
Chairman's Statement
Introduction
I am pleased to report that since Infrastructure India plc ("IIP" or the "Company") was admitted to the Official List in June 2008 (the "IPO"), the Company has made its first two investments and has continued to make good progress.
At the time of admission, the Company raised £36.7m (before expenses) and, following the passing of the resolutions at the general meeting held in September 2008, the Company can now take on gearing of up to 50% of the Company's net asset value ("NAV"), which will allow the Company to create a larger, geared investment portfolio.
The Company's investment strategy remains focused on investing in those projects which it believes have the potential to generate substantial capital growth and deliver income and it intends to focus on securing as many projects as possible that are expected to commence planned commercial operations within 18 months of the Company's investment.
Operational Review
In the relatively short period since June 2008, the Company has already made two investments, in the energy and transportation sectors, respectively. The first investment of approximately £13.2m was made in Shree Maheshwar Hydel Power Corporation Limited ("SMHPCL"), representing a 6.23% equity interest, post all dilution effects. SMHPCL was specifically established to solely own and develop a 400MW run-of-the-river hydroelectric power project in Maheshwar, in the southwestern region of Madhya Pradesh in Central India. This hydroelectric power project is expected to be one of the largest privately owned hydroelectric schemes to be commissioned in India within the next two years and operations are anticipated to commence in the third quarter of 2009, in line with expectations at the time of the acquisition.
The second investment of approximately £11.3m was made in August 2008, in a toll road in Central India with a 25-year concession, representing the Company's first investment in the transportation sector. The toll road is part of the local State Government sponsored road upgrade programme and is a single 125 km four-lane divided carriageway toll road that is now seven months into construction. Tolling operations are anticipated to commence around April 2010. The investment represents a 26% shareholding.
The two investments together represent a total investment of approximately £24.8m, which in turn represents nearly 75% of the net proceeds raised in June as part of the IPO.
Financial Results
We are reporting a loss for the period of £1.21m, which equates to a loss per share of 3 pence. This is in line with expectations for this initial phase and consists primarily of start-up costs and costs associated with making the first two investments.
We have not recognised in the accounts any valuation uplift on the two investments, notwithstanding the potential uplift in valuation described in the Investment Advisor's Report. We are of the opinion that the fair value of both investments is equivalent to cost, on the basis of them both being recent transactions and there being no significant changes post acquisition, however, we would expect to recognise uplift in valuations in future periods in accordance with our adopted methodology and accounting policy.
Investment Pipeline
The two acquisitions made in the four months since the IPO demonstrate the strength of the Company's operations on the ground in India as well as its ability to source new projects, underlining the ability of our investment advisor to identify and recommend high-quality opportunities. At the time of the IPO, we indicated there was a strong pipeline of potential investment opportunities, comprising renewable and conventional power projects, roads and airport assets. However, the scale of the investment pipeline has now developed significantly since the IPO, with a number of infrastructure projects now identified, which have the backing of strong partners and which range from various types of energy projects (such as thermal, hydro and solar) to transportation projects, including rail, ports and airports.
The Company, along with its investment advisor, has identified a number of potential investment opportunities and intends to continue focusing on identifying and making acquisitions in conjunction with leading blue chip partners.
As such, and as indicated at the Company's recent extraordinary general meeting when the necessary authority to raise additional equity capital was obtained, the Company is continuing to explore and evaluate all appropriate funding options in order to allow the Company to sustain future developments and to enable it to take full advantage of such investment opportunities.
Outlook
While we acknowledge the current levels of uncertainty surrounding market conditions, it is our view that the expertise and experience of our investment advisor, the strength of our local relationships with well-established local partners, and the speed with which we have been able to demonstrate our credentials and become established in the Indian marketplace, stand the Company in good stead.
Having already successfully invested nearly 75% of available funds in the four months since the IPO, the Company is confident that sufficient investment opportunities exist in India which meet its investment criteria and which will have the quality and the potential to generate substantial capital growth and deliver income for the Company's shareholders.
Rupert Cottrell
Chairman
Investment Advisor Review
Period to 30 September 2008
Infrastructure India plc has made two investments thus far in 2008: one in the power sector and the other in the transport sector, deploying in total £24.8m (75%) of the £32.2m net proceeds available for investment following the IPO in June 2008. On behalf of the Company and in association with our sub-advisors, Cornerstone Advisors (Mauritius) ("Cornerstone"), Bloomsbury Asset Management Advisors ("BAMA") continues to develop a pipeline of opportunities across India with selected blue-chip counterparties in sectors that are core to the Company's strategy.
Investment Strategy, Economic Background & Market Context
The Company's strategy is to invest predominantly at project company level in those infrastructure projects in India which it believes have the potential to generate substantial capital growth and deliver income. Its chosen sectors - transport and energy - are central to the Indian Government's infrastructure programme which is seeking to mobilise substantial private investment finance, including equity sourced internationally. Securing a significant increase in infrastructure investment remains a key plank of the Indian Government's stated intention to sustain high levels of economic growth.
The period since late 2007 has seen extreme volatility in international financial markets and, since mid-2008, steadily heightened concern for global growth rates, creating pressures from which no country is immune. Against this background, the Indian economy has continued to record robust growth, although the pace of expansion has moderated in comparison with the average growth rate of real GDP during the last five years. As of November 2008, the Reserve Bank of India is forecasting real GDP growth in the 7.5-8% range for 2008.
In contrast to the extreme volatility which has led to freezing of money markets in major advanced economies, those in India have been functioning in an orderly fashion, albeit with some pressures. The first half of 2008 saw sharp rises in the Wholesale Prices Index ("WPI"), driven in large part by developments in international energy and commodity markets but, following successive policy adjustments, inflation has since moderated (after peaking at over 12.5%, WPI has fallen to below 9%), allowing the authorities to begin to reduce interest rates in order to support growth. Having depreciated against the Pound Sterling by some 5% over the six months to mid September 2008, the Indian rupee has appreciated by some 10% against the Pound during October-Mid November 2008.
In common with other stock markets, the period in question has seen a sharp decline in equities (with values on the Bombay exchange falling more than 50% over the first three quarters of 2008), and BAMA believes this is leading to a greater degree of realistic pricing in the market for unlisted project equity.
Investment Activity
Shree Maheshwar Hydel power Corporation Limited (SMHPCL)
Infrastructure India, via its Mauritian subsidiary, Power Infrastructure India, invested a total of £13.2m (Rs 1,100m) in Shree Maheshwar Hydel Power Corporation Limited ("SMHPCL") on 9 June 2008 in return for a 6.23% stake post all dilution effects. SMHPCL was specifically established to own and develop a 400MW run-of-the-river hydroelectric project situated on the Narmada River in Madhya Pradesh, Central India. Once commissioned, it is expected to be one of the largest privately owned hydroelectric power projects in India. The project is expected to commence operations in Q3 2009 when the first of ten 40MW turbines will be installed with one additional turbine becoming operational every month thereafter until Q2 2010. The progress on this asset is in line with expectations at the time of the acquisition, with over 75% of the civil works completed to date.
The Power Purchase Agreement ("PPA") signed between SMHPCL and the state government body, The Madhya Pradesh Electricity Board ("MPEB"), obliges MPEB to take the full electricity production of the plant for a period of 35 years. The total estimated project cost is approximately Rs. 26.7bn (approximately £334m) and is subject to change until approved by the Madhya Pradesh State Electricity Regulatory Commission on the completion of construction. SMHPCL's equity return is protected from any approved project cost increases via the electricity purchase price tariff within the PPA.
The project requires approximately 10,000 people to be relocated from land to be submerged. The relocation and rehabilitation process, including land acquisition, is the responsibility of MPEB and the Governor of Madhya Pradesh State and is well underway in accordance with State and National regulations. Over 90% of the submergence lands have been acquired or are under offer and more than 50% of the re-habitation sites have been developed or are under development.
SMHPCL has partnered with leading construction and equipment companies in India to design and construct the project and electrical equipment. The contractors are Bharat Heavy Electricals Limited (electro-mechanical works), SEW Construction Ltd (hydro-mechanical works) and SEW Construction Ltd in a joint-venture with Prasad & Co (civil works).
Assuming that the investment is held to maturity and in line with the Company's stated valuation methodology, the value derived for this holding as at 30 September 2008 is Rs 1,549m (approximately £19.4m) compared to the Rs 1,100m or £13.2m invested on 9 June 2008.
If a single "construction period" discount rate is applied to the expected cash flows and the exchange rate applicable at the time of the investment, then the value of the SMHPCL investment derived as at 30 September 2008 is approximately £13.7m on the Rs 1,100m or £13.2m as invested on 9 June 2008.
Toll Road Central India
On 30 September 2008, IIP completed its second acquisition, being a 26% shareholding in Western Madhya Pradesh Infrastructure Toll Road Pvt Limited (the "SPV"), a toll road project in Central India. The transaction was undertaken through IIP's Mauritian subsidiary, Roads Infrastructure India, for a consideration of Rs 960m (approximately £11.3m). This acquisition represents IIP's first investment in India's transportation sector.
The SPV was awarded the project on a Design Build Finance Operate ("DBFO") basis in August 2007 for a term of 25 years. The toll road project comprises a single 125 km stretch which is being widened from the existing 2 lanes to 4 lanes in order to reduce congestion experienced on the route and to provide further scope for traffic growth. The project is currently seven months into construction and works to date are ahead of schedule. Presently, acquisition of less than 2% of the land required for the project remains outstanding and is due to be handed over by the Roads Authority by the end of the year. The expected date of completion of the construction works and start of tolling is forecast as 1 April 2010. The total estimated project cost is Rs 6,410m (approximately £80.0m). The SPV shall have the right to toll the traffic as soon as it receives the Completion Certificate for the project from the Independent Certifier. Upon completion of the concession period, the SPV will hand over the project highway to the Concession Authority.
Assuming that the equity is held to maturity and in accordance with the Company's stated valuation methodology, a portfolio value for this investment as at 30 September 2008 is Rs 1,877m (approximately £23.5m) on the Rs 960m or £11.3m as invested on 30 September 2008.
If a single "construction period" discount rate is applied to the expected cash flows and the exchange rate applicable at the time of the investment, then the value of this investment as at 30 September 2008 is Rs 1,077m (approximately £13.5m) on the Rs 960m or £11.3m as invested on 30 September 2008.
Review report by KPMG Audit LLC to Infrastructure India plc
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the period ended 30 September 2008, which comprises the consolidated income statement, the consolidated balance sheet, the consolidated statement of change in equity, the consolidated cash flow statement and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the FSA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this 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 for our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FSA.
As disclosed in note 2.1, the annual financial statements of the Group are prepared in accordance with IFRS. The condensed set of financial statements included in the half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express and audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the period ended 30 September 2008 is not prepared, in all material respects, in accordance with IAS 34 and the DTR of the UK FSA.
KPMG Audit LLC
Douglas
Isle of Man 27 November 2008
Consolidated Income Statement
For the period from 18 March 2008 (date of incorporation) to 30 September 2008
| Unaudited | |||
| Note | £'000 | ||
| Operating expenses | 4 | (1,105) | |
| Operating loss | (1,105) | ||
| Investment loss | 7 | (250) | |
| Finance income | 197 | ||
| Finance costs | (55) | ||
| Net finance income | 142 | ||
| Net Loss before tax | (1,213) | ||
| Income tax expense | - | ||
| Net loss for the period attributable to equity holders of the Company | (1,213) | ||
| Basic loss per share | 6 | 3 pence | |
Consolidated Statement of Changes in Equity
For the period from 18 March 2008 (date of incorporation) to 30 September 2008
Unaudited
| Share capital | Share premium | Retained loss | Total | |||
| £'000 | £'000 | £'000 | £'000 | |||
| Issue of ordinary shares | 367 | 36,333 | ─ | 36,700 | ||
| Share issue costs | ─ | (4,446) | ─ | (4,446) | ||
| Net loss for the period | ─ | ─ | (1,213) | (1,213) | ||
| Balance at 30 September 2008 | 367 | 31,887 | (1,213) | 31,041 | ||
Consolidated Balance Sheet
as at 30 September 2008
| Unaudited | ||
| Note | £'000 | |
| Non current assets | ||
| Investments | 7 | 24,533 |
| 24,533 | ||
| Current assets | ||
| Cash and cash equivalents | 7,049 | |
| Prepayments and other receivables | 147 | |
| 7,196 | ||
| Current liabilities | ||
| Trade payables | 76 | |
| Other payables and accruals | 612 | |
| 688 | ||
| Net current assets | 6,508 | |
| Net assets | 31,041 | |
| Equity | ||
| Share capital | 8 | 367 |
| Share premium | 8 | 31,887 |
| Retained loss | (1,213) | |
| Equity attributable to equity holders of the parent | 31,041 | |
Consolidated Statement of Cash Flows
for the period from 18 March 2008 (date of incorporation) to 30 September 2008
| Unaudited | ||
| Note | £'000 | |
| Cash flow from operating activities | ||
| Net loss for the period | (1,213) | |
| Investment loss | 250 | |
| Increase in prepayments and other receivables | (147) | |
| Increase in other payables and accruals | 612 | |
| Increase in trade payables | 76 | |
| Net cash utilised by operating activities | (422) | |
| Cash flow from investing activities | ||
| Acquisition of investments | (24,783) | |
| Cash utilised by investing activities | (24,783) | |
| Cash flows from financing activities | ||
| Proceeds from issue of shares (net of share issue costs) | 10 | 22,684 |
| Proceeds from bank borrowings | 13,350 | |
| Repayment of bank borrowings | (3,780) | |
| Net cash generated from financing activities | 32,254 | |
| Increase in cash and cash equivalents, being cash and cash equivalents at end of period | 7,049 |
Selected notes to the condensed consolidated financial information
for the period from 18 March 2008 (date of incorporation) to 30 September 2008
1. General information
The Company was incorporated as Infrastructure India plc on 18 March 2008 in the Isle of Man under the Companies Acts 2006 with registration number 002457V. It was admitted to the London Stock Exchange on 30 June 2008.
The Company's principal activity is to act as a holding company for a group of companies involved in infrastructure development within India.
The Group has no employees.
2. Accounting policies
2.1 Basis of preparation
This condensed interim financial information for the period ended 30 September 2008 has been prepared in accordance with International Financial Reporting Standards (IFRS) and with applicable legal and regulatory requirements of Isle of Man law. It has been presented in accordance with IAS34, 'Interim Financial Reporting'.
The financial statements have been presented in Sterling.
As this is the first period of operation there are no comparative figures. The same accounting policies and methods of computation are followed as are expected to be applied in the annual financial statements. The principal accounting policies are set out below.
2.2 Basis of Consolidation
The historical financial information incorporates the financial statements of the Company and entities controlled by the Company (its subsidiaries and subsidiary undertakings). Control is achieved where the Company has the power to govern the financial and operating policies of a portfolio company so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Associates are those entities over which the Company has significant influence. By virtue of the Company's status as an investment fund and the exemption provided by IAS 28.1, investment in such entities are designated upon initial recognition to be accounted for at fair value through profit or loss.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
2.3 Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and return that are different from those of segments operating in other economic environments.
The Directors are of the opinion that the Group is engaged in a single segment of business being infrastructure investment in one geographical area being India.
2.4 Financial assets at fair value through profit or loss
(a) Classification
The Group classifies its investments in equity securities, and related derivatives, as financial assets or financial liabilities at fair value through profit or loss. These financial assets and financial liabilities are classified as held for trading or designated by the Board of Directors at fair value through profit or loss at inception. Financial assets held for trading are those acquired or incurred principally for the purpose of selling in the short term.
Financial assets and financial liabilities designated at fair value through profit or loss at inception are those that are managed and their performance evaluated on a fair value basis in accordance with the Group's documented investment strategy. The Group's policy is for the Investment Advisor and the Board of Directors to evaluate the information about these financial assets on a fair value basis together with other related financial information.
(b) Recognition/derecognition
Purchases and sales of investments are recognised on the trade date - the date on which the Group commits to purchase or sell the investment. Investments are derecognised when the rights to receive cash flows from the investments have expired or the Group has transferred substantially all risks and rewards of ownership.
(c) Measurement
Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair value. Transaction costs are expensed in the income statement. Subsequent to initial recognition, all financial assets and financial liabilities at fair value through profit or loss are measured at fair value.
Investments that are quoted are stated at market price. Investments that are unquoted are stated using the most appropriate valuation technique, as determined by the Directors.
Gains and losses arising from changes in the fair value of the financial assets or financial liabilities at fair value through profit or loss are presented in the income statement in the period in which they arise
3. Critical accounting estimates and assumptions
Estimates and judgements are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors.
The Directors make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.
Estimate of fair value of unquoted investments
The Group holds partial ownership interests in unquoted Indian entities. The fair value of these interests is estimated by the Directors using the most appropriate valuation technique. (See note 7)
4. Operating expenses
| £'000 | |
| Investment Advisor fees (note 5) | 80 |
| Administration fees | 65 |
| Audit fees | 36 |
| Professional costs | 782 |
| Directors' fees | 119 |
| Other | 23 |
| 1,105 |
5. Investment Advisor fees and performance fees
The Investment Advisor receives a management fee of 2% per annum of the amount invested. This fee is payable quarterly in advance.
The Investment Advisor will also receive a performance fee provided that a cumulative rate of return of 10% per annum has been achieved on the Net Proceeds of the Placing. No performance fee will be payable in relation to any gains representing this first 10% return. In respect of a return of between 10% and 12% per year, 100% will be paid to the Investment Advisor as a performance fee. In respect of a return of above 12% per annum, the Investment Advisor will receive a performance fee of 20% of such return.
No performance fees payable for the period.
6. Basic and diluted loss per share
The basic and diluted loss per share is calculated by dividing the loss for the period attributable to ordinary shareholders of £1,213,000 by the weighted average number of shares outstanding during the period, being 36,700,000.
There are no dilutive potential ordinary shares and therefore diluted loss per share is the same
as basic loss per share.
7. Investments - designated at fair value through profit or loss
On 9 June 2008, the Group acquired a 20.49% equity interest (which interest may be subject to dilution as a result of the conversion of certain debts and debentures, and the issuance, without pre-emption rights, of shares in the investee company) in Shree Maheshwar Hydel Power Corporation Ltd ("SMHPCL"), an Indian private company, for a total consideration of Rs 1.1 billion (£13,220,000). The cost of this investment comprises Rs 500m used to subscribe for shares in SMHPCL and Rs 600m paid to a co-investor in SMHPCL, by way of a guarantee fee. The Co-investor has agreed to guarantee a minimum IRR of 15% on the Group's total investment in connection with SMHPCL, secured on certain shares in SMHPCL held by a subsidiary of the Co-investor which will be transferred to the Group if the guaranteed return is not met. The Co-investor has agreed to use Rs 500m of the guarantee fee to subscribe for shares in SMHPCL.
The Group also acquired an option for a consideration of £250,000 to make further investments in SMHPCL. Due to the uncertainty of raising additional equity capital which would restrict the Group's ability to take up this option, the cost of this option has been written off as an investment loss.
On 29 September 2008, the Group acquired a 26% equity interest in Western Madhya Pradesh Infrastructure Toll Road Pvt Limited ("WMPTRPL"), an Indian private company, for a total consideration of Rs 960m (£11,313,000).
The investments are recorded at fair value as follows:
| Unquoted equity shares | At Cost £'000 | Fair value Adjustment £'000 | At Fair Value £'000 |
| Shree Maheshwar Hydel Power Corporation Ltd | 13,220 | - | 13,220 |
| Western Madhya Pradesh Infrastructure Toll Road Pvt Limited | 11,313 | - | 11,313 |
The Directors are of the opinion that the fair value of both investments is equivalent to cost, on the basis of them both being recent transactions and no significant changes post acquisition, notwithstanding the potential uplift in valuation contained in the Investment Advisor's Report.
8. Share capital and share premium
| No. of Shares Issued and fully paid | Share Capital £'000 | Share Premium £'000 | |
| Ordinary shares of £ 0.01 each | 36,700,000 | 367 | 31,887 |
Warrants
7,340,000 warrants were issued pursuant to the initial placing (one warrant for every five ordinary shares issued). The warrants entitle the holder to subscribe for one Ordinary Share of one pence in the Company at any time in the five years from the initial placing.
9. Net asset value per share
The net asset value per share, based on the net assets attributable to ordinary shareholders at the period end of £31,160,000 divided by 36,700,000 shares in issue at period end, amounts to £0.85 per share.
10. Non-cash financing activities
As detailed in note 12, the investment in SMHPCL was made prior to the placing, funded by a loan from Kaupthing Bank. This loan was repaid at the date of the placing in part by the issue of 9,750,000 ordinary shares to Kaupthing Bank.
11. Group entities
| Subsidiaries | Country of incorporation | Ownership interest |
| Infrastructure India HoldCo | Mauritius | 100% |
| Power Infrastructure India | Mauritius | 100% |
| Roads Infrastructure India | Mauritius | 100% |
| Roads Infrastructure India (Two) | Mauritius | 100% |
12. Related party transactions
Kaupthing Bank
On 25 April 2008 a facility letter from Kaupthing Bank, a significant shareholder in the Company, was accepted by the Company, under which Kaupthing Bank agreed to make available to the Company certain credit facilities comprising a fully drawn down facility (the "Facility") of up to £14,500,000 for a period of three months from the date of draw down and thereafter subject to automatic renewal on each new interest period after the draw down date. £13,350,000 of the Facility was drawn down on 10 June 2008. On draw down, the Facility attracted a £75,000 structuring fee which was waived by Kaupthing Bank. The loan was repaid with consideration of 9,750,000 ordinary shares in the Company and cash of £3,779,500 on 25 June 2008. In addition interest payable for the 15 days was £54,363 at an interest rate of 10%
In addition, Kaupthing Bank received placing, placing commissions, brokerage and advisory fees of £1,929,000.
Investment Advisor fees
Investment Advisor fees are disclosed in note 5
Administrator fees
Philip Scales is a director of the Company and of the Administrator. The fees of the Administrator for the period amounted to £42,500
Responsibility Statement
The directors confirm to the best of their knowledge that:
this condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;
the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R of the Disclosure and Transparency Rules, being:
• an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements and a description of the principal risks and uncertainties for the remaining six months of the year; and
• related party transactions that have taken place in the first six months of the financial year and any changes in the related party transactions described in the annual report that have materially affected or could have a material effect on the financial position or performance of the Group.
The Directors of Infrastructure India plc are Rupert Cottrell, Prodaman Sarwal, Philip Scales and Timothy Walker
By order of the Board
T Walker Philip Scales
Non-executive director Non-executive director
27 November 2008