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Half Yearly Report

17 Sep 2012 07:00

RNS Number : 3511M
Juridica Investments Limited
17 September 2012
 



Juridica Investments Limited

 

('Juridica' or the 'Company')

 

 

Half year results for the six months ended 30 June 2012

 

 

Juridica Investments Limited, (AIM: JIL) a leading provider of capital to the law market, today announces its financial results for the six months ended 30 June 2012.

 

 

Financial highlights and portfolio valuation

 

§ Dividend of £13.6 million (US$21.9million), or 13 pence per share, to be paid on 4 January 2013 for shareholders on the register at 21 December 2012

§ The above dividend is in addition to the special dividend of £7.3 million (US$11.4 million), or 7 pence per share, that was paid on 10 February 2012. With the payment of this dividend, the Company will have paid total dividends of 20 pence per share during the 12 month period ended January 31, 2013

§ Net Asset Value ("NAV") per share decreased 5.9% to US$2.0524 per share at 30 June 2012 from US$2.1820 per share at 31 December 2011. This decrease was primarily due to US$11.4 million in dividends paid to shareholders in February 2012

§ Lifetime gross proceeds from investments at 31 December 2012 will total £53 million (US$85 million) which includes the recently announced settlements of US$35.2 million from the Company's antitrust and competition portfolio

§ Gross internal rate of return from the seven investments which have reached completion is approximately 85%

§ Total comprehensive loss for the period of US$1.6 million

§ At 30 June 2012, the Company has invested or committed approximately US$157.1 million in 23 cases across 18 investments

 

Lord Dan Brennan, Juridica's Chairman, said: "The results announced today confirm our strategy of only investing in sound cases that can generate significant returns for our investors over the long term. We are now at a point where our portfolio continues to mature and is now delivering significant dividends to shareholders."

 

 

Operational highlights

 

§ During the six month period ended 30 June 2012, Juridica made three supplemental investments of US$2.25 million in existing cases that were beyond initial funding commitments to increase the likelihood of greater potential return to the Company

§ For the six month period ended 30 June 2012, gross cash receipts totalled approximately US$0.8 million from a partial settlement of a case relating to one of its patent investments. This particular investment also had a final settlement in September 2012 which will bring total proceeds from this investment to approximately US$5.3 million from a total investment amount of US$0.8 million

§ Recently announced settlements of US$35.2 million, from the Company's antitrust and competition portfolio, will be received on 31 December 2012. These returns are in line with expectations, as previously reflected in the unrealised profits of the Company

 

 

The full half year report can be downloaded at: www.juridicainvestments.com

 

 

- Ends -

 

 

For further information, please contact:

 

Juridica Capital Management Limited

Richard W. Fields

 

+1 (866) 443-1080

 

Cenkos Securities

(Nominated Adviser and Broker)

Nicholas Wells

Camilla Hume

 

+44 (0) 20 7397 8900

Peel Hunt LLP

(Joint Broker)

Guy Wiehahn

Emma Riza

 

+44 (0)20 7418 8900

 

Pelham Bell Pottinger 

David Rydell

Olly Scott

 

+44 (0) 20 7861 3232

R.C. Auletta and Company (US media)

Richard Auletta

 

+1 (212) 355 0400

rca@auletta.com

 

 

About Juridica Investments Limited

 

Juridica Investments is a leading provider of strategic capital to the business community and the legal markets for corporate claims. It invests directly and indirectly in a diversified portfolio of corporate claims in litigation and arbitration. Juridica is the premier source of value-added and direct financing for large business claims in the United States and one of the leading sources in the United Kingdom.

 

Our clients are Fortune 1000 companies, FT Global 500 companies, inventors, major universities, and the leading law firms that represent them. Juridica accepts only cases that have already been carefully vetted and undertaken by leading lawyers.

 

Juridica works to make the legal system work better for business claims. Juridica does not invest in speculative claims or claims that have not demonstrated economic value and clear merits. Juridica invests only in business claims, and does not invest in class actions, personal injury, product liability, or mass tort claims.

 

Our goal is to provide business clients with financial choices that reduce risk and assist in maximizing claim value.

 

Juridica was established on 21 December 2007 as a limited liability, closed-ended investment company registered in Guernsey. It has over US$200 million of assets under management and is listed on AIM, a market operated by the London Stock Exchange (AIM: JIL).

 

The Company has appointed Juridica Capital Management Limited as its exclusive investment manager to locate, evaluate and manage direct and indirect investments in cases, claims and disputes.

 

This announcement contains forward looking statements, which are based on the Board's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a number of variables which could cause actual results or trends to differ materially. Each forward looking statement speaks only as of the date of the particular statement. Except as required by the AIM Rules or otherwise by law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

 

Chairman's Statement

 

On behalf of the Board, I present the results of Juridica Investment Limited's ("JIL" or the "Company") operations for the six-month period ended 30 June 2012.

 

JIL focuses exclusively on business-to-business related claim investments that include the following sectors: antitrust and competition; intellectual property, particularly patents; and general commercial litigation. The Company does not invest in shareholder class actions, personal injury, product liability, or mass tort claims.

 

We are the US market leaders in antitrust and competition cases. This is the key sector of our investment portfolio because of our confidence in expected returns, albeit the cases are complex and are of longer duration. After the close of the reporting period significant partial settlements were realized in three of the Company's antitrust cases. We have reasonable grounds for anticipating further substantial returns from these cases over the next 18 months.

 

Dividends

 

The Board is pleased to announce that, given current portfolio activity, it will pay a dividend of US$21.9 million or 13 pence per share on 4 January 2013 to holders on record at 21 December 2012. This dividend will be funded from approximately US$35.2 million in cash proceeds from partial settlements that will be paid to the Company on 31 December 2012. The Company, during the first quarter of the period, paid a 7 pence special dividend consistent with the Company's policy of returning actual net cash profits to shareholders.

 

Operating Results

 

During the six month period ended 30 June 2012, the Company received proceeds totalling approximately US$0.8 million related to one partial settlement. Additional settlements occurred during July and August 2012 that will provide to the Company approximately US$35.2 million on 31 December 2012.

 

For the six-month period ended 30 June 2012, the Company recorded a total comprehensive loss of US$1.6 million as compared to total comprehensive income of US$16.1 million for the period ended 30 June 2011. It is important to note that the variance in total comprehensive income is primarily due to a significant increase in the fair value change for the prior year six-month period ended 30 June 2011 caused by favourable legal proceedings that occurred during that period.

 

Net Asset Value

 

JIL's Net Asset Value ("NAV") per share decreased 5.9% to US$2.0524 per share at 30 June 2012 from US$2.1820 per share at 31 December 2011. This decrease in NAV per share was primarily due to the payment of US$11.4 million in dividends paid to shareholders in February 2012.

 

New Investments

 

The Company made three supplemental investments in existing cases that were beyond initial funding commitments. These supplemental investments were made to increase the likelihood of greater potential return to the Company.

 

Cash balances are maintained for operating expenses and the existing commitments in the portfolio of cases.

 

 

Outlook

 

Based on the outlook provided by the Manager, we expect significant activity during the next 18 months. This belief is based on their review of presently scheduled trial dates, expected final decisions following trial or arbitration, and appeals.

 

The directors thank investors for their continued confidence.

 

Lord Daniel Brennan QC

Chairman

14 September 2012

 

 

 

Investment Manager's Report

 

Operating Highlights

 

During the first half of 2012, Juridica Investments Limited ("JIL" or "the Company") saw significant activity in several of its investments, including one partial settlement, one successful verdict, one judgment that was affirmed on appeals and advances in settlement proceedings that has since led to additional returns in July and August of 2012. In addition, this activity meets our current belief that the majority of the Company's investments are reaching their concluding phase.

 

For the six month period ended 30 June 2012, JIL received gross cash receipts totalling approximately US$800,000 from a partial settlement of a case relating to one of the Company's patent investments. This particular investment also had a final partial settlement in September 2012 which will bring total proceeds from this investment to approximately $5.3 million from a total investment amount of $800,000.

 

All proceeds received during the first half of 2012 relate to gains that have been recognised as unrealised gains in the current and prior periods.

 

During the six month period ended 30 June 2012, JIL's Net Asset Value ("NAV") decreased to US$2.0524 per ordinary share (US$2.1820 per ordinary share at 31 December 2011). This decrease in NAV per ordinary share was primarily due to the February 2012 dividend payment totalling $11.4 million. Additional impact to NAV per ordinary share resulted from the net impact of a comprehensive loss of US$1.6 million plus changes in amounts relating to interests of minority investors in certain assets.

 

The Company's comprehensive loss of US$1.6 million reflects the following:

 

§ Unrealised loss of US$2.2 million from a net fair value decrease in valuation of the Company's investment portfolio;

§ Gain of US$4.3 million relating to the acquisition of a controlling interest in a previously held investment for no additional cost; and

§ Fund operating expenses of US$3.7 million.

 

From inception to date, the Company's portfolio generated gross cash proceeds of approximately US$49.5 million. Additional case proceeds totalling approximately US$35.2 million were reached in July and August of 2012. These proceeds will be paid to the Company at the end of 2012. This will bring the total lifetime gross proceeds to the Company to $85 million.

 

After providing for required reserves and Company operating expenses, JIL has returned a total of $27 million to shareholders in the form of $17 million in dividends and $10 million when it acquired Company shares in its buyback program in September 2010. With the full payment of the $22 million dividend declared by the Company today, shareholders will have received a total of $49 million.

 

In more detail, the portfolio from inception to date has performed as follows:

 

§ Seven investments reached completion with proceeds from the underlying cases delivering a total of US$37.6 million in gross proceeds representing a gross internal rate of return of approximately 85.4% (as calculated from date of investment to date of proceed return); and

§ Six cases, which are multi-defendant in nature, had partial settlements or expense recoveries amounting to approximately US$11.8 million, which amount will increase to $47.0 million with the receipt of $35.2 million at year-end.

 

During the six month period ended 30 June 2012, JIL made supplemental investments totalling US$2.25 million in three investments originally funded during 2009. Two of these supplemental investments provide for a substantial increase in JIL's percentage interest in potential proceeds from the underlying cases. The third supplemental investment enables the underlying case to advance through additional legal effort that, if successful, should provide for a greater amount of potential return to the Company. These supplemental investments form part of the additions figure included in these financial statements.

 

Portfolio Update

 

The Company currently has a total of 18 investments representing 23 different cases or legal actions. Since inception, the Company has made 24 investments representing 30 different cases or legal actions. The Company's current portfolio is diversified amongst three primary groups: antitrust and competition; patent; and commercial as noted in the following table:

 

Type of claim or litigation

Cases

Total Commitment

Investments

Antitrust and competition

6

$96.9m

1

Patents 

10

$37.3m

10

Commercial 

7

$22.9m

7

Total 

23

$157.1m

18

 

Antitrust and competition portfolio:

 

Five cases in the Company's antitrust and competition portfolio involve violation of US or European antitrust law and three of these cases also involve multi-defendant, price fixing cartels. In one of our largest investments, one of the cartel cases involves defendants that have already been found guilty of criminal violations. The sixth case in this portfolio is a special situation involving statutory claims and this case is also reaching maturity.

 

The Company has contributed US$91.9 million (with an additional commitment of US$5.0 million remaining) towards one investment representing these six cases. This investment was structured as a loan by the Company to Fields Sullivan PLLC ("FS") for the purpose of funding six cases under a co-counsel agreement. The loan was arranged such that any proceeds from these cases are used to make payments on the note on 31 December of each year. From inception to date, the cases within this antitrust portfolio have generated and paid to JIL total cash proceeds of US$6.7 million consisting of two partial settlements totalling $2.3 million and expense recovery totalling $4.4 million. An additional $4.9 million in proceeds was received in 2011 from a settlement and from cost recovery but these proceeds are being held in reserve by FS to potentially fund additional expenses related to the Company's investment in antitrust and competition cases.

 

In July 2012, three cases in the Company's antitrust and competition portfolio reached partial settlements that will, on 31 December 2012, provide for payment to JIL of approximately US$35.2 million. These returns are in line with expectations for these cases as previously reflected in the unrealised profits of the Company.

 

Also, in July 2012, one of the cases in this portfolio was dismissed in favour of the defendant and is now on appeal. The Manager expects that the appeal of the trial court's decision may well be successful but will result in a delay of at least 12 to 18 months in the resolution of this case.

 

Patent portfolio:

 

The Company's patent portfolio includes nine cases involving infringement of one or more patents by one or more defendants. As of 30 June 2012, the Company has US$37.3 million invested in its patent portfolio with an additional US$3.8 million remaining in committed funds. Since the Company's inception, a total of US$13.1 million in gross proceeds has been generated from the Company's patent portfolio. During the six month period ended June 2012, approximately US$800,000 in gross proceeds was received from a partial settlement in the Company's patent portfolio.

 

In June 2012, control of OTO Technologies LLC ("OTO") was acquired as part of the re-negotiation of an existing investment deal which resulted in the Company's interest in OTO increasing from 35% to 85% for no additional consideration. This resulted in a bargain purchase - a business combination in which the net fair value of the identifiable assets acquired and liabilities assumed exceeds the aggregate of the consideration transferred, the non- controlling interests and the fair value of the previously held equity interest. Accordingly the Company has recognised a gain on bargain purchase of $4.3 million during the period.

 

The Company previously recognised its investment in OTO as an Available for Sale Financial Asset. As at the date of acquisition, this holding was treated as if it had been disposed and the assets and liabilities of OTO have been consolidated. Previously recognised unrealized losses amounting to $1.5 million have been reclassified from other comprehensive income to profit or loss as a result of the acquisition.

 

In Case 0108-S, the jury delivered a verdict in favour of the plaintiff in the amount of $10 million. This was in line with the Manager's expectation for the low end of the recovery range of this case. Under the terms of the Company's investment agreement, the Company is entitled to receive the first $8.0 million of recoveries pari passu with the attorney's contingency fee of 21%. Thus, if the verdict is entered by the court after further post-trial proceedings and upheld on appeal, the Company will recover approximately $8.0 million from its investment of $8.3million. Again, significant uncertainty remains until judgment is entered and appeals are completed unless the case is resolved earlier by settlement.

 

In July 2012, two of the Company's patent investments went to trial and verdicts for the plaintiff were rendered in both cases. These cases are described in more detail below.

 

In Case 0409-C, the jury returned a verdict after trial in favour of the plaintiff in the amount of $50 million. The Company invested $4.8 million in this case and is entitled to receive the first $3.0 million of cash proceeds from settlement or judgment plus 49% of remaining proceeds. Further proceedings in this case are scheduled for 18 September 2012, after which the court is expected to decide remaining legal issues, including whether to enter judgment for the plaintiff and the amount of such a judgment. Significant uncertainty remains until judgment is entered and appeals are completed unless the case is resolved earlier by settlement. Nonetheless, the Manager views this development as a positive milestone in the case.

 

In Case 7608-A, the jury returned a verdict in favour of the plaintiff in the amount of $500,000. This was below the Manager's expectations. The Company invested $2.0 million in this case and previously received $1.2 million from settlements with other defendants in this case. In the absence of further positive developments in the case, the Manager does not expect that the Company will receive additional proceeds in the case but this will not be known until the case has fully-completed.

 

Commercial portfolio:

 

As of 30 June 2012, the Company's commercial portfolio consisted of investments in seven cases that involve claims related to commercial disputes including: theft of trade secret, breach of contract and insurance subrogation. Included in the commercial portfolio is an investment that, as previously disclosed, the Company exercised its option to cease funding. The Company is pursuing recovery of its investment amount from the parties involved and has successfully defended a counter-claim by these parties.

 

The portfolio also contains an investment involving a large, multi-party pre-litigation settlement opportunity that we believe has the potential to generate significant proceeds to the Company. This investment is being accounted for as intellectual property.

 

In one of these cases, which involved a judgment on appeal, the appeals court earlier this year affirmed the trial court's determination of liability, the jury's damages verdict in excess of $25 million, and the ruling that the defendants are jointly and severally liable for the damages. Claimants are now pursuing collections efforts in the US and elsewhere. The Company invested $1.0 million in the case in late 2010 and, if collection efforts are successful as anticipated, the Company will receive a return of at least $2.75 million, including the return of its investment.

 

As of 30 June 2012, the Company has US$22.9 million invested in its commercial portfolio, with an additional US$1.5 million remaining in committed funds. Since the Company's inception, a total of US$29.8 million in gross proceeds has been generated from the Company's commercial portfolio.

 

Other activity:

 

In August 2012, the non-controlling shareholder of 8% of the interest in the Company's subsidiary, Riverbend Investments Limited ("Riverbend"), exercised its put option to sell back to the Company the 8% non-controlling interest in Riverbend for a total sale price of $6.7 million. As detailed further in Note 9 to these financial statements, the fair value of the put option at 30 June 2012 was assessed to be $6.6 million.

 

Valuation

 

The Manager values JIL's investments using valuation methods that: (i) are recognised as standard within the industry; (ii) are applied in a manner that follows International Financial Reporting Standards' ("IFRS") fair value accounting rules; and (iii) agree with the views of our auditors.

 

The method of applying fair value accounting is designed to show the progression of a case towards its expected terminal value. We determine our initial expectations on quantum and timing of case results by assigning a probability of various scenarios coming to fruition and applying risk factors that: i) are intrinsic to the specific case; and ii) reflect general risks within the legal process. Our assumptions behind fair value accounting are revisited on a bi-annual basis. If needed, we will rerun the investment's valuation model and revise its expected future cash flow which we then discount to the reporting date.

 

As of 30 June 2012, the Manager examined the valuation for all of JIL's investments. In doing so, the following adjustments were made to their individual valuations:

 

§ Valuation of the Company's contractual interests increased by US$11.7 million reflecting the net of US$0.3 million in additional investment funding, US$0.8 million reduction due to the return of proceeds to JIL as a result of settlement activity, additional US$10.5 million of contractual interests acquired upon acquisition of a controlling interest in a previously held investment and US$1.7 million net increase due to each investment's individual change in fair value.

§ Valuation of the Company's available for sale debt securities decreased by approximately US$1.3 million reflecting the $3.0 million in additional investment funding and a net $4.3 million decrease in the fair value of the FS Facility. This decrease in fair value of the FS Facility is primarily due to a delay in expected timing of receipts of certain underlying cases.

§ Valuation of the Company's available for sale financial assets decreased by US$3.2 million reflecting the reclassification of an investment in which the Company had previously held a minority interest and subsequently acquired a controlling interest during the period amounting to US$3.7 million and an increase due to changes in fair value of US$0.5 million.

 

Notable Activity

 

The following activity reflects advancement in JIL's portfolio. One or more of these events may have a significant positive impact on the Company's net asset value. It is possible that one or more settlements may be concluded as a result of an award or judgment prior to conclusion of a case that could result in net cash proceeds to the Company in excess of 10% of its current net asset value.

 

§ One investment in the Company's commercial portfolio has completed trial and the judge could enter a ruling at any time. Any award will still be subject to appeal and any settlement resulting therefrom is likely to be lower than the award.

§ Two antitrust cases that comprise part of the security for the loan facility made to FS may complete or reach an advanced stage prior to the end of the calendar year. In one of the antitrust cartel cases, which are multi-defendant in nature, we expect a series of settlements with individual defendants that may occur over the next 12 months because all or part of the case is expected to start trial by the end of Q2 2013. One such settlement was reached in July 2012, which comprises a significant part of the US$35.2 million payment that JIL will receive on 31 December 2012. Both cases have significant damages claimed by their plaintiffs, which if awarded by a jury, will be automatically trebled by the court. A judgment in any of these cases would, of course, be subject to appeal and possible reversal by one or more appellate courts and appeals could result in a delay of several years prior to collection or settlement. We expect that if any of these cases is resolved by settlement the amount of settlement will be substantially less than claimed damages and/or any judgment entered by the trial court for each case. We also expect that if any of these cases is settled prior to completion or a favourable jury verdict is rendered and the trial court enters judgment, such a result may have a significant positive impact on the Company's net asset value.

 

Outlook

 

Given the uncertain nature of litigation in general and the quantum of damages that trial juries may award, the Company's portfolio has the characteristics to produce a wide range of potential returns. This does not detract from our belief that JIL has invested in an excellent, high quality portfolio of cases that should, as a whole, produce healthy returns for our shareholders.

 

We believe the Company's portfolio will continue to see significant activity within the next 18 months. This expectation is based on confirmed trial dates, expected final decisions following trial or arbitration, and various other factors. Each of these milestones, if successful, creates real incentives for defendants to seek settlements. In addition, settlement discussions are on-going for several investments.

 

As our current portfolio turns over, we remain committed to the distribution of net profits from the Company.

 

Forward Looking Statements

 

This report contains forward looking statements, which are based on the current expectations and assumptions of the Manager and involve known and unknown risks and uncertainties that could cause actual results or performance to differ materially from those expressed or implied in such statements. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a number of variables that could cause actual results or trends to differ materially. Each forward looking statement speaks only as of the date of this report. Except as required by the AIM Rules or otherwise by law, the Company and the Manager expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's or Manager's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

Juridica Capital Management Limited

14 September 2012

 

 

 

Independent Review Report

 

Introduction

 

We have been engaged by the Company to review the unaudited condensed consolidated set of financial statements in the half-yearly financial report for the six months ended 30 June 2012, which comprises the unaudited condensed consolidated statement of comprehensive income, the unaudited condensed consolidated statement of financial position, the unaudited condensed consolidated statement of changes in equity, the unaudited condensed consolidated cash flow statement and related 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 consolidated set of financial statements.

 

Directors' responsibilities

 

The half-yearly financial report is the responsibility of, and has been approved by, the Directors of the Company. The Directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules for Companies.

 

As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards ("IFRS"). The condensed consolidated set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting".

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the unaudited condensed set of consolidated financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the AIM Rules for Companies and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

The maintenance and integrity of the Juridica Investments Limited website is the responsibility of the Directors; the work carried out by us does not involve consideration of these matters and, accordingly, we accept no responsibility for any changes that may have occurred to the unaudited condensed consolidated financial statements since they were initially presented on the website.

 

Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Scope of review

 

We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of half yearly Financial Information Performed by the Independent Auditor of the Entity' issued by the International Auditing and Assurance Standards Board for use in the United Kingdom. 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 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 an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the unaudited condensed set of consolidated financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 and the AIM Rules for Companies.

 

Emphasis of Matter

 

Without qualifying our conclusion, we draw attention to Notes 4, 5, 6 and 7 to the unaudited condensed consolidated financial statements. As indicated in Notes 4, 5, 6 and 7, the unaudited condensed consolidated financial statements include non-current assets stated at their fair value of US$200,924,784. Because of the inherent uncertainty associated with the valuation of such non-current assets and the absence of a liquid market, these fair values may differ from their realisable values, and the differences could be material.

 

PricewaterhouseCoopers CI LLP

Royal Bank Place

PO Box 321

1 Glategny Esplanade

Guernsey, GY1 4ND

Channel Islands

14 September 2012

 

 

 

Unaudited Condensed Consolidated Statement of Comprehensive Income

For the period from 1 January 2012 to 30 June 2012

 

Notes

For the period from 1 January 2012 to 30 June 2012

For the period from 1 January 2011 to 30 June 2011

US$

US$

INCOME

Interest income

20,955

43,482

Gain on bargain purchase

15

4,329,188

-

Realised gain on contractual interests

5

-

1,201,793

Other income arising on contractual interests

5

1,550,948

688,994

Other income arising on available for sale debt securities

7

9,322,657

6,652,789

Previously recognised fair value change in available for sale assets reclassified as profit or loss

15

(1,484,513)

-

13,739,235

8,587,058

EXPENSES

Management fees

13(a)

2,218,736

2,220,934

Due diligence and transaction costs

191,878

3,274,087

Amortisation of intangible assets

4

291,903

-

Directors remuneration

13(f)

215,438

216,016

Audit fees

147,099

82,114

Legal expenses

124,508

178,100

Administration fees

213,978

156,723

Options and warrants costs

15,805

14,632

Foreign exchange loss / (gain)

4,822

(77,265)

Other expenses

287,579

283,994

3,711,746

6,349,335

Profit for the period

10,027,489

2,237,723

Other comprehensive income:

Previously recognised fair value change in available for sale assets reclassified as profit or loss

15

1,484,513

-

Fair value change in available for sale assets

6

506,669

1,254,257

Fair value change in available for sale debt securities

7

(13,607,409)

12,609,540

Total comprehensive income/(loss) for the period

(1,588,738)

16,101,520

Comprehensive income/(loss) attributable to:

Equity shareholders

(139,827)

15,373,500

Non-controlling interests

(1,448,911)

728,020

(1,588,738)

16,101,520

Earnings per Ordinary Share

Basic

Cents

(0.13)

14.68

Fully diluted

Cents

(0.13)

14.51

 

 

 

Unaudited Condensed Consolidated Statement of Financial Position

As at 30 June 2012

 

30 June

Audited

31 December

Notes

2012

2011

US$

US$

Non-current assets

Intangible assets

4

2,866,227

1,757,832

Contractual interests

5

49,680,441

37,964,964

Available for sale financial assets

6

4,288,976

7,440,753

Available for sale debt securities

7

144,089,140

145,370,653

200,924,784

192,534,202

Current assets

Other receivables and prepayments

8

935,744

179,488

Cash and cash equivalents

23,909,596

43,014,566

24,845,340

43,194,054

Total assets

225,770,124

235,728,256

Current liabilities

Put option

9

2,131,221

150,681

Other payables

10

1,593,983

261,352

Total liabilities

3,725,204

412,033

Net assets

222,044,920

235,316,223

Capital and reserves

Special reserve

199,013,730

199,013,730

Other reserve

8,509,638

20,698,109

Revenue reserve

17,296,416

18,667,926

Treasury shares

(9,925,024)

(9,925,024)

214,894,760

228,454,741

Non-controlling interests

7,150,160

6,861,482

Total equity Shareholders' funds

222,044,920

235,316,223

Number of ordinary shares

104,701,754

104,701,754

Net asset value attributable to each ordinary share

$2.0524

$2.1820

 

These half yearly unaudited condensed consolidated financial statements were approved by the Board of Directors on 14 September 2012 and signed on its behalf by R J Battey.

 

 

 

Unaudited Condensed Consolidated Statement of Changes in Equity

For the period from 1 January 2012 to 30 June 2012

 

Special reserve

Other reserve

 Revenue reserve

Shares held in Treasury

Non-controlling interests

Total

US$

US$

US$

US$

US$

US$

Balance at 1 January 2012

199,013,730

20,698,109

18,667,926

(9,925,024)

6,861,482

235,316,223

Changes in equity for 2012

Profit for the period

-

-

10,083,909

-

(56,420)

10,027,489

Reclassification of fair value change in available for sale assets

-

1,484,513

-

-

-

1,484,513

Fair value change in available for sale assets

-

506,669

-

-

-

506,669

Fair value change in available for sale debt securities

-

(12,214,918)

-

-

(1,392,491)

(13,607,409)

Total comprehensive income

-

(10,223,736)

10,083,909

-

(1,448,911)

(1,588,738)

Acquisition of subsidiary

-

-

-

-

1,737,589

1,737,589

Put option provision

-

(1,980,540)

-

-

-

(1,980,540)

Share option payment reserve

-

15,805

-

-

-

15,805

Dividend paid

-

-

(11,455,419)

-

-

(11,455,419)

Balance at 30 June 2012

199,013,730

8,509,638

17,296,416

(9,925,024)

7,150,160

222,044,920

Special reserve

Other reserve

Revenue reserve

Shares held in Treasury

Non-controlling interests

Total

US$

US$

US$

US$

US$

US$

Balance at 1 January 2011

199,013,730

(8,956,998)

12,449,510

(9,925,024)

1,935,785

194,517,003

Changes in equity for 2011

Profit for the period

-

-

2,237,723

-

-

2,237,723

Fair value change in available for sale assets

-

1,254,257

-

-

-

1,254,257

Fair value change in available for sale debt securities

-

11,881,520

-

-

728,020

12,609,540

Total comprehensive income

-

13,135,777

2,237,723

-

728,020

16,101,520

Put option provision

-

242,375

-

-

-

242,375

Share option payment reserve

-

14,632

-

-

-

14,632

Balance at 30 June 2011

199,013,730

4,435,786

14,687,233

(9,925,024)

2,663,805

210,875,530

 

 

 

Unaudited Condensed Consolidated Cash Flow Statement

For the period from 1 January 2012 to 30 June 2012

 

For the period from 1 January 2012 to 30 June 2012

For the period from 1 January 2011 to 30 June 2011

US$

US$

Cash flows from operating activities

Profit for the period

10,027,489

2,237,723

Adjusted for:

Gain on bargain purchase

(4,329,188)

-

Fair value change on contractual interests and available for sale debt securities

(10,873,605)

(7,341,783)

Reclassification of previously recognised fair value change on available for sale financial assets

1,484,513

-

Amortisation of intangible assets

291,903

-

Realised gains on contractual interests

-

(1,201,793)

Increase in share option and warrant reserve

15,805

14,632

Interest income

(20,955)

(43,482)

Foreign exchange losses on non-operating activities

4,822

-

Changes in working capital

Purchases of intangible assets, contractual interests, available for sale financial assets and available for sale debt securities

(4,359,393)

(6,844,302)

Settlement of contractual interests

-

7,163,301

Decrease in trade and other receivables

49,372

338,907

(Decrease)/increase in trade and other payables

(70,860)

1,589,339

Cash balance acquired with subsidiary undertaking

114,351

-

Cash used in operations

(7,665,746)

(4,087,458)

Interest received

21,011

59,395

Net cash outflow from operating activities

(7,644,735)

(4,028,063)

Financing activities

Dividend paid

(11,627,550)

-

Net cash flow from financing activities

(11,627,550)

-

Net decrease in cash and cash equivalents

(19,272,285)

(4,028,063)

Cash and cash equivalent at the beginning of the period

43,014,566

51,802,998

Effect of foreign exchange rate changes

167,315

(15,913)

Cash and cash equivalent at the end of the period

23,909,596

47,759,022

 

 

Notes to the Unaudited Condensed Consolidated Financial Statements

For the period from 1 January 2012 to 30 June 2012

 

1. LEGAL FORM AND PRINCIPAL ACTIVITY

 

The Group consists of the Company which is a closed-ended investment company incorporated under The Companies (Guernsey) Law, 2008 ("the Law") and its subsidiaries as detailed in note 3. The Law does not make a distinction between private and public companies. Shares in the Company were admitted to trading on AIM, a market operated by the London Stock Exchange, on 21 December 2007. The address of the Company's registered office is Bordeaux Court, Les Echelons, St Peter Port, Guernsey, GY1 6AW. The condensed consolidated interim financial statements have been reviewed, not audited.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Basis of Preparation

 

These half yearly condensed consolidated financial statements for the six months ended 30 June 2012 have been prepared in accordance with International Accounting Standard 34: Interim Financial Reporting ("IAS 34"). The condensed consolidated financial statements should be read in conjunction with the annual Financial Statements for the year ended 31 December 2011 which have been prepared in accordance with International Financial Reporting Standards ("IFRS"), issued by the International Accounting Standards Board ("IASB"), interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") and applicable legal and regulatory requirements of Guernsey Law.

 

Accounting policies

 

The preparation of financial statements in conformity with IAS 34 requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise its judgement in the process of applying the Group's accounting policies. The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2011, except for those noted below.

 

Amendments to existing standards

 

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 January 2012:

 

§ IFRS 7 (revised), 'Financial Instruments: Disclosures' - effective for financial years beginning on or after 1 July 2011.

§ IAS 12 (revised), 'Income Taxes' - effective for financial years beginning on or after 1 January 2012.

 

Adoption of the above standards and amendments have had no material impact on the Group's consolidated results or position.

 

Financial risk management

 

The Group's activities expose it to a variety of financial risks. The main risks arising from the Group's financial instruments are market risk, insurance risk, credit risk and liquidity risk. These condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements and, accordingly, they should be read in conjunction with the Company's annual financial statements as at 31 December 2011.

 

Fair value estimation

 

The Group's investments are categorised as level 3 within the fair value hierarchy under IFRS 7 (as was the case at 31 December 2011). There have been no transfers between levels during the six months to 30 June 2012.

 

Business combinations

 

Business combinations are accounted for using the purchase method. The purchase method involves the recognition of the acquiree's identifiable assets and liabilities, including contingent liabilities, regardless of whether or not they were recorded in the financial statements prior to acquisition. On initial recognition, the assets and liabilities of the acquired subsidiary are included in the consolidated statement of financial position at their fair values, which are also used as the bases for subsequent measurement in accordance with the Group's accounting policies. Any excess of identifiable net assets over acquisition cost is recognised in the Statement of Comprehensive Income immediately after acquisition as a gain on bargain purchase.

 

3. SUBSIDIARIES

 

Date Incorporated

Country of incorporation

% Share holdings

Riverbend Investment Limited

8 October 08

Guernsey

92%

Juridica Ventures KFT

2 March 09

Hungary

100%

Juridica Ventures (US) Inc.

31 May 09

United States

100%

Spinal Spot LLC

28 February 2011

United States

52%

Spinal Ventures LLC

25 March 2011

United States

100%

OTO Technologies LLC

25 February 2009

United States

85%

 

During the period, the Group acquired a controlling stake in OTO Technologies LLC, an entity in which the Group previously held a 35% stake. OTO Technologies LLC is the holding vehicle for one of the Group's underlying investments. See note 15 for further information.

 

4. INTANGIBLE ASSETS

 

30 June

31 December

2012

2011

US$

US$

Balance at start of the period/year

1,757,832

-

Additions

1,400,298

1,757,832

Amortisation

(291,903)

-

Balance at end of the period/year

2,866,227

1,757,832

 

The Group amortises intangible assets on a straight line basis over the life of the asset. The expected useful life of the Group's intangible assets is three years from 31 December 2011. Additions during the period are deemed to have occurred at 30 June 2012 and will be amortised over the remaining useful life from 1 July 2012.

 

5. CONTRACTUAL INTERESTS

 

Balance at 1 January 2012

Additions

Disposal proceeds

Fair value movement due to effective interest

Fair value movement due to changes in estimated cash flows

Realised gains

Balance at 30 June 2012

US$

US$

US$

US$

US$

US$

US$

Totals

37,964,964

10,970,219

(805,628)

3,937,470

(2,386,522)

-

49,680,441

Balance at 1 January 2011

Additions

Disposal proceeds

Fair value movement due to effective interest

Fair value movement due to changes in estimated cash flows

Realised gains

Balance at 31 December 2011

US$

US$

US$

US$

US$

US$

US$

Totals

38,800,709

7,447,822

(10,482,868)

10,455,307

(10,219,216)

1,963,210

37,964,964

 

Contractual interests have been accounted for using the effective interest rate method of calculation. Effective interest rates on these contractual interests range between 3.62 and 131.35 per cent at 30 June 2012 (31 December 2011: between 3.62 and 131.35 per cent). At 30 June 2012, the Company had investments in 14 contractual interests (31 December 2011: 13 contractual interests).

 

The Group had one partial settlement during the reporting period of US$0.8 million. Of this amount, US$0.4 million has previously been recognised and US$0.4 million is recognised in the current period as fair value movements due to effective interest rate change and changes in estimated cash flows.

 

Fair value movements of contractual interests are due to amendments in estimated cash flows arising from changes in expectations surrounding each case. Further explanation on fair value movements is found within the "Valuation" section of the Investment Manager's Report and is detailed in the accounting policies of the Group's financial statements for the year ended 31 December 2011.

 

During the period, the Group acquired a controlling interest in an existing investment (see note 15) which itself has an interest in a contractual interest. Upon consolidation, this contractual interest was deemed to have been acquired for consideration equal to its fair value at the acquisition date, being $10,504,424, which is included in additions in the above table.

 

6. AVAILABLE FOR SALE FINANCIAL ASSETS

 

30 June

31 December

2012

2011

US$

US$

Balance at start of the period/year

7,440,753

9,217,177

Additions

1,027

3,177,536

Disposal proceeds

(3,659,473)

-

Fair value movement

506,669

(4,953,960)

Balance at end of the period/year

4,288,976

7,440,753

 

The Group's Available for Sale Financial Assets include a holding in Juridica Capital Management Limited ("JCML"). The fair value of the Company's investment in JCML was assessed as at 30 June 2012 to be US$2,281,209 (31 December 2011: US$2,281,209). This assessment of JCML is deemed appropriate given its investment in the Group, its level of assets (including intellectual property), and the quality of its income and earnings, based on the minimal change to the circumstances surrounding JCML.

 

During the period, the Group acquired a controlling interest in an entity that had previously been recorded as an Available for Sale Financial Asset. At the date of acquisition, this investment was treated as being disposed of at its carrying value of $3,659,473 and the acquired entity's assets and liabilities have been fully consolidated. Any previously recognised fair value gains/losses have been reclassified from other comprehensive income to profit or loss. See note 15 for further information.

 

7. AVAILABLE FOR SALE DEBT SECURITIES

 

Balance at 1 January 2012

Drawdown

Repayment

Fair value movement due to effective interest

Fair value movement due to changes in estimated cash flows

Realised gains

Balance at 30 June 2012

US$

US$

US$

US$

US$

US$

US$

Totals

145,370,653

3,003,239

-

9,322,657

(13,607,409)

-

144,089,140

Balance at 1 January 2011

Drawdown

Repayment

Fair value movement due to effective interest

Fair value movement due to changes in estimated cash flows

Realised gains

Balance at 31 December 2011

US$

US$

US$

US$

US$

US$

US$

Totals

95,086,748

7,183,788

(6,602,829)

14,095,964

35,606,982

-

145,370,653

 

Note 13(e) details arrangements between the Company and Fields Sullivan PLLC ("FS"). The Loan and the Swap have been aggregated on consolidation and treated as a single claim asset. Return on the Loan and the Swap are dependent on returns in claims financed by FS.

 

Fair value movements of available for sale debt securities are due to amendments in estimated cash flows arising from changes in expectations surrounding each investment. Further explanation on fair value movements is found within the "Valuation" section of the Investment Manager's Report.

 

8. OTHER RECEIVABLES AND PREPAYMENTS

 

30 June

31 December

2012

2011

US$

US$

Settlement proceeds

805,628

-

Debtors

22,645

39,540

Prepayments and accrued bank interest

107,471

139,948

935,744

179,488

 

9. PUT OPTION

 

In October 2009, the Company sold 8% of the interest in its subsidiary, Riverbend Investments Limited, to an unaffiliated party (see Note 3). As part of this transaction, the Company issued a put option to the buyer providing him with the ability to sell back the shares to the Company at a value based on a predetermined formula.

 

The put option has an increasing strike price based on the number of days from the date of sale of the interest until the third anniversary of the date of sale. On the third anniversary of the date of sale, the put option will have a strike price of US$7,000,000 and will expire on the following day.

 

The Company has fair valued the strike price of the put option by calculating the present value of its maximum stated value from the third anniversary of the date of sale to 30 June 2012. This fair value is reflected in these financial statements partly as to non-controlling interests and the balance is reflected as a current liability, with an offset to equity.

 

30 June

31 December

2012

2011

US$

US$

Stated strike price value of put option at expiration date ("Stated Value")

7,000,000

7,000,000

Proportion of fair value of Stated Value recognised as a liability

2,131,221

150,681

Proportion of fair value of Stated Value recognised as a non-controlling interest

4,496,631

5,889,052

Total fair value of maximum Stated Value at end of period/year

6,627,852

6,039,733

 

In August 2012, the Put Option was exercised for a total sale price of $6,743,157.

 

10. OTHER PAYABLES

 

30 June

31 December

2012

2011

US$

US$

Audit fees

117,795

173,926

Case additions

547,855

36,889

Case proceeds payment obligation

887,629

-

Other creditors

40,704

50,537

1,593,983

261,352

 

The Group has entered into an agreement whereby it has agreed to pay a proportion of case proceeds arising from a particular case investment to a third party in return for that third party managing that particular case investment on behalf of the Group. The amount due to the third party will depend on the value of the proceeds that the Group will receive and, accordingly, the liability has been measured at fair value in line with the Group's fair value assessment of the particular case investment. This liability is shown as case proceeds payment obligation in the above table.

 

11. COMMITTMENTS & GUARANTEES

 

Under the terms of some of its contracts, JIL provides a line of credit to counterparties. As at 30 June 2012, the maximum commitment under these lines of credit was US$ 10.6 million (31 December 2011: US$ 12.3 million).

 

12. FUNCTIONAL AND PRESENTATION CURRENCY / EXCHANGE RATES

 

The financial statements are presented in United States Dollar ("US$") which is also the Company's functional currency. The following exchange rate was applicable as at 30 June 2012.

 

Closing rate

30 June

31 December

2012

2011

US$

 US$

Great Britain pounds (GBP)

1.5706

1.5540

 

13. RELATED PARTY TRANSACTIONS

 

Richard Battey, as investor representative of JIL, is a director of Juridica Capital Management Limited (''JCML''). The principal of JCML is Richard Fields, who acquired 50,000 Ordinary Shares in the Company (0.0625 per cent equity interest) as reimbursement of 100,000 pounds sterling of pre IPO costs.

 

(a) Management fee

 

The Company is managed by JCML, an investment management company incorporated in Guernsey in which the Company holds a 13.8 per cent equity interest (31 December 2011: 15 per cent). Under the terms of the Management Agreement, the Company appointed JCML as an Investment Manager to provide management services to the Company. The Investment Manager receives a fee based on the adjusted net asset value of the Company, payable quarterly in advance using the annual rate of 2.5 per cent. The adjusted net asset value is the net asset value of the Company at the relevant time, after accruing for the annual management fee but not taking into account any liability of the Company for accrued performance fees and after:

 

(i) deducting any unrealised gains on investments;

(ii) adding the amount of any write downs with respect to investments which have not been written off; and

(iii) deducting the value of the Company's investment in JCML.

 

In the period to 30 June 2012, investment management fees totalling US$2,218,736 (30 June 2011: US$2,220,934) were paid to JCML. As at 30 June 2012, there was an investment management fee prepayment of US$67,836 (31 December 2011: US$122,982).

 

(b) Investment in Juridica Capital Management Limited

 

The Company acquired 15 per cent of JCML on Admission (see Note 6). An impairment review has been performed as part of the fair value assessment and an impairment review will be carried out on a semi-annual basis.

 

JCML acquired 1.5 million shares in the Company on Admission and acquired a further 153,507 shares under the terms of the placing effective on 6 April 2009 at a price of £1.14. As announced on 28 July 2009 these shares have been sold to certain employees of the Investment Manager.

 

As previously disclosed, the Group has provided various amounts to entities that are ultimately owned and controlled by JCML for the purpose of structuring certain of the Group's investments. Those entities are Turtle Bay Technologies Limited, Eleven Engineering Game Control LLC, Intravisual Inc. and Minkus Electronic Display Systems Inc.

 

Summaries of transactions with the above-mentioned entities are detailed in the below tables:

 

30 June

30 June

2012

2011

US$

 US$

Additions in the period

257,000

-

Proceeds in the period

805,628

383,901

 

30 June

31 December

2012

2011

US$

 US$

Commitments outstanding at the end of the period/year

417,973

161,435

Receivables due to the Group at the end of the period/year

805,628

-

Fair value of associated investments at the end of the period/year

571,601

1,525,239

 

(c) Performance fee

 

The Investment Manager is entitled to a performance fee based on the adjusted net asset value (being the NAV of the Company before taking into account any performance fee payable less any unrealised gains on investments plus the value of any write-downs in any investments that have been written down but not written off) of the Company. The performance fee will equal 20 per cent of the annualised increase in the net asset value between a hurdle rate of 8 per cent and 20 per cent, furthermore a fee of 35 per cent of the increase over a hurdle of 20 per cent and 40 per cent and 50 per cent of the same increase over a hurdle of below 40 per cent. The fees are subject to a high water mark such that no performance fee will be paid if the performance of the Company does not exceed the net asset value at the end of the previous year in which the performance fee was paid. Payment of the performance fee is subject to the condition set out in (d), below.

 

As at 30 June 2012, the hurdle rate was not achieved and, therefore, no performance fee was paid or payable for the period (30 June 2011: US$Nil, 31 December 2011: US$Nil). However, the current net asset value (unadjusted) is greater than the minimum hurdle rate as at 30 June 2012. To the extent that this net asset value is realised, a performance fee may become payable.

 

(d) Trust account

 

Of the performance fee, 50 per cent of any payment within the first four years from the date of admission will be retained by the Company in a trust account. During that period if, at any given year end, the annualised increase in net asset value of the Company is less than 8 per cent, the Company may claw back 20 per cent of the difference between the actual net asset value and the net asset value assuming an 8 per cent increase from the net asset value for the previous period. As at 30 June 2012, the balance in the trust account was US$Nil (31 December 2011: US$Nil).

 

(e) Facility agreement and Collateral Account

 

The Group has entered into a facility agreement (the "Facility") with which it agrees to loan to Fields Sullivan PLLC ("FS"), a law firm in which Richard Fields is a partner, money for funding cases in which FS is to act under a Co-counsel Agreement. The Group expects to enter into loan arrangements with other law firms (which may include other law firms established by the Principals) on terms and conditions similar to those contained in the Facility. The Facility available to FS will be for up to approximately 50 per cent of the net proceeds of the capital raised by the Group less any loans made to other law firms.

 

The Facility will remain outstanding and available until the earlier of (i) the termination of the Management Agreement, (ii) the date on which Richard Fields ceases to own a controlling interest in FS, (iii) the winding up of the Company, (iv) an event of default of the Facility documents, or (v) ten years from Admission. Under the Facility, drawdowns may be requested by FS from time to time up to the maximum principal amount but subject always to approval by the Company in its sole discretion.

 

No more than US$10 million may be drawn down in respect of the same case investment, unless otherwise approved by the Group.

(f) Directors' remuneration

30 June

30 June

2012

2011

US$

US$

Lord Daniel Brennan

118,170

118,583

Richard Battey

47,268

47,433

Kermit Birchfield

50,000

50,000

215,438

216,016

 

No pension contributions were paid or were payable on behalf of the Directors.

 

Lord Daniel Brennan has an interest in 447,817 shares under a Share Option Agreement, details of which were disclosed in the Admission Document. The fair value of these options was determined as of the grant date to be US$139,138, which is to be provided for over the vesting period of the options of 5 years. As at 30 June 2012, a provision of US$130,944 (31 December 2011: US$115,138) has been made for these options.

 

The other Directors have no beneficial interest in the share capital of the Company.

 

(g) Cenkos Warrant

 

Cenkos Securities plc has an interest in 800,000 shares under a Deed of Warrant Grant at a price of 130p exercisable until 21 December 2012. These were fair valued as of the grant date at US$246,906 and a full provision has been made for this in the financial statements.

 

(h) Escon Capital Inc.

 

The Group has an interest in 38% (31 December 2011: 24%) of the voting common stock and 100% of the issued preference shares of Escon Capital Inc., a Delaware corporation of which Kermit Birchfield and Richard Fields are directors.

 

14. SEASONALITY

 

The Company's operations are not affected by seasonality or cyclicality and as such they have no impact on the unaudited condensed consolidated financial statements.

 

15. BUSINESS COMBINATIONS

 

Subsidiary acquired

Principal activity

Date of acquisition

Proportion of shares acquired

OTO Technologies LLC

Investment holding

25 June 2012

85%

 

OTO Technologies LLC ("OTO") was acquired as part of the re-negotiation of an existing investment deal which resulted in the Group's interest in OTO increasing from 35% to 85% for no additional consideration. This resulted in a bargain purchase - a business combination in which the net fair value of the identifiable assets acquired and liabilities assumed exceeds the aggregate of the consideration transferred, the non-controlling interests and the fair value of the previously held equity interest. Accordingly the Group has recognised a gain on bargain purchase of $4,329,188 during the period.

 

The Group previously recognised its investment in OTO as an Available for Sale Financial Asset. As at the date of acquisition, this holding was treated as if it had been disposed and the assets and liabilities of OTO have been consolidated. Previously recognised unrealised losses amounting to $1,484,513 have been reclassified from other comprehensive income to profit or loss as a result of the acquisition.

 

Identifiable net assets at the date of acquisition of OTO were as follows:

 

US$

Contractual interests

10,504,424

Cash at bank

114,351

Other liabilities

(4,896)

10,613,879

 

The fair value of non-controlling interests in OTO at the date of acquisition was assessed to be $1,737,589, based on the non-controlling interests' proportional share of the fair value of OTO's identifiable net assets.

 

16. SUBSEQUENT EVENTS

 

In July 2012, two of the Company's patent investments went to trial and verdicts for the plaintiff were rendered in both cases. These cases are described in more detail below:

 

In Case 0409-C, the jury returned a verdict after trial in favour of the plaintiff in the amount of $50 million. The Company invested $4.8 million in this case and is entitled to receive the first $3.0 million of cash proceeds from settlement or judgment plus 49% of remaining proceeds. Further proceedings in this case are scheduled for 18 September 2012, after which the court is expected to decide remaining legal issues, including whether to enter judgment for the plaintiff and the amount of such a judgment. Significant uncertainty remains until judgment is entered and appeals are completed unless the case is resolved earlier by settlement. Nonetheless, the Manager views this development as a positive milestone in the case.

In Case 7608-A, the jury returned a verdict in favour of the plaintiff in the amount of $500,000. This was below the Manager's expectations. The Company invested $2.0 million in this case and previously received $1.2 million from settlements with other defendants in this case. Absent further positive developments in the case, the Manager does not expect that the Company will receive additional proceeds in the case but this will not be known until the case has fully-completed.

 

Also, in July 2012, one of the cases in the Group's antitrust and competition portfolio was dismissed in favour of the defendant and is now on appeal. The Manager expects that the appeal of the trial court's decision may well be successful but will result in a delay of at least 12 to 18 months in the resolution of this case.

 

In August 2012, the Put Option (see Note 9) was exercised for a total sale price of $6,743,157.

 

Additional case proceeds totalling approximately US$35.2 million were reached in July and August of 2012. These proceeds will be paid to the Company at the end of 2012.

 

In September 2012, the Directors announced a dividend of 13 pence per share which will be paid on 4 January 2013 to shareholders on the register at 21 December 2012.

 

In accordance with the Group's accounting policies, the above-mentioned subsequent events have not been adjusted for in these unaudited condensed consolidated financial statements since they are not considered to be indicative of conditions that existed at the end of the period. The impact of these events will be considered and incorporated within the year-end financial statements.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR LLFSEAFISLIF
Date   Source Headline
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22nd Nov 20182:06 pmRNSSecond Price Monitoring Extn
22nd Nov 20182:00 pmRNSPrice Monitoring Extension
22nd Nov 20187:00 amRNSWinding up, Delisting & Notice of General Meeting
7th Sep 20184:40 pmRNSSecond Price Monitoring Extn
7th Sep 20184:35 pmRNSPrice Monitoring Extension
6th Sep 20186:00 pmRNSResults for the six months ended 30 June 2018
28th Jun 201810:03 amRNSAnnual Financial Report
13th Jun 201810:00 amRNSResult of AGM
4th Apr 201811:30 amRNSFinal Results
10th Jan 20185:00 pmRNSCompany Update
22nd Aug 20177:00 amRNSResults for the six months ended 30 June 2017
20th Jun 201712:18 pmRNSAnnual Financial Report
4th May 20175:31 pmRNSResult of Annual General Meeting
3rd Apr 20177:00 amRNSFinal Results
18th Jan 20177:00 amRNSInvestment Manager ownership change
16th Dec 20163:44 pmRNSTotal Voting Rights
22nd Sep 201610:00 amRNSHolding(s) in Company
21st Sep 20163:55 pmRNSHolding(s) in Company
13th Sep 20163:11 pmRNSHolding(s) in Company
7th Sep 20163:54 pmRNSDividend Payment Date
6th Sep 20164:15 pmRNSHalf-year Report
1st Aug 20165:17 pmRNSHolding(s) in Company
28th Jul 20165:33 pmRNSHolding(s) in Company
19th Jul 20163:08 pmRNSHolding(s) in Company
19th Jul 201612:43 pmRNSHolding(s) in Company
6th Jul 20169:06 amRNSHolding(s) in Company
19th May 20167:00 amRNSDividend Declaration
10th May 20166:07 pmRNSResult of AGM
11th Apr 20161:15 pmRNSNotice of AGM
11th Apr 201610:30 amRNSPortfolio update
31st Mar 20169:42 amRNSFinal Results
8th Feb 20167:00 amRNSStatement re: Company costs
4th Dec 20153:48 pmRNSHolding(s) in Company
19th Nov 20159:55 amRNSReplacement: Holdings in Company
19th Nov 20157:00 amRNSHolding(s) in Company
18th Nov 20157:00 amRNSCorporate update
17th Nov 20153:28 pmRNSHolding(s) in Company
16th Nov 20157:00 amRNSPortfolio Update
2nd Oct 201512:52 pmRNSHolding(s) in Company

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