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Unaudited half-year results

19 Aug 2013 07:00

RNS Number : 9481L
Juridica Investments Limited
19 August 2013
 



Juridica Investments Limited

 

('Juridica,' 'JIL,' or the 'Company')

 

 

Unaudited half-year results for the period ended 30 June 2013

 

Juridica, a leading provider of strategic capital for corporate legal claims to both businesses and the legal markets, today announces its financial results for the six months ended 30 June 2013.

 

Financial highlights and portfolio valuation

§ Realisation of approximately US$17.5 million in cash proceeds from settlements with multiple defendants previously recognised as unrealised gain. These cash proceeds will be delivered to the Company on 31 December 2013.

§ Dividend of 10 pence per share, to be paid on 15 January 2014 to shareholders on the Register at 13 December 2013. This dividend is to be funded from the cash proceeds noted above.

§ Total dividends announced or paid to shareholders in the calendar year to date total 23 pence per share.

§ Net Asset Value ("NAV") per ordinary share decreased 1.4% from US$2.20 at 31 December 2012 to US$2.17 at 30 June 2013. This decrease was primarily due to a total comprehensive loss of US$3.0 million, comprising the net of: US$4.0 million fund operating expenses, US$1.4 million of net unrealised gain generated from change in valuation of the Company's investments; and US$0.4 million of intangible amortisation expenses.

§ Lifetime gross proceeds achieved by the Company total US$117.3 million.

§ Gross internal rate of return from completed investments at 82%.

§ At 30 June 2013, the Company has invested or committed approximately US$161.4 million in 21 cases across 16 investments.

 

Lord Dan Brennan, Juridica's Chairman, said: "The results announced today demonstrate the Company's continued progress with its portfolio. Taken together with the recently announced returns on investments, we look to the future with optimism and expect the portfolio to continue maturing as we remain focused on dividend income and NAV growth."

 

Operational highlights

§ Subsequent gross cash proceeds from settlements following the period totalled US$12.5 million which will be paid to the Company on 31 December 2013.

§ During the period, the Company committed to make supplemental investments in two existing cases, totalling up to US$656,000.

 

Outlook

Based on the outlook provided by the Manager, the Board expects significant returns from the Company's investment portfolio during the remainder of 2013, through 2014 and beyond. This is based on the Manager's review of presently scheduled trial dates, expected final decisions following trial, and possible settlements in multiple cases that are in an advanced stage of development.

 

- Ends -

 

This document contains forward looking statements, which are based on Juridica Capital Management Limited's (JCML) 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 this announcement. Except as required by the AIM Rules, the London Stock Exchange 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 or JCML's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

 

For further information contact:

 

Juridica Capital Management Limited

Richard W. Fields

 

+1 (866) 443 1080

 

Cenkos Securities PLC

(Nominated Adviser and Broker)

Nicholas Wells

Camilla Hume

 

+44 (0) 20 7397 8900

Investec Bank PLC

(Joint Broker)

Tim Mitchell

 

+44 (0)20 7597 4000

Peel Hunt LLP

(Joint Broker)

Guy Wiehahn

 

+44 (0)20 7418 8900

 

Pelham Bell Pottinger 

Olly Scott

+44 (0) 20 7861 3232

 

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 one of the premier sources 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. The Company only accepts cases that have already been carefully vetted and undertaken by leading lawyers.

 

Juridica works to make the legal system work better for business claims. It does not invest in speculative claims or claims that do not demonstrate 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 maximising 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. It was the pioneer in alternative litigation financing and the first closed-end fund of its kind ever listed on AIM, a market operated by the London Stock Exchange (AIM: JIL.L).

 

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.

 

http://www.juridicainvestments.com

 

 

Chairman's statement

 

On behalf of the Board, I am pleased to present the results for Juridica Investments Limited ("JIL" or the "Company") for the six month period ended 30 June 2013.

 

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

 

Over nearly six years in existence, JIL has created a strong portfolio of investments in three categories: commercial claims; patent infringement; and antitrust and competition. All three categories have performed well, delivering internal rate of returns on settled cases ranging from approximately 20% to over 250%.

 

During the six month period ended 30 June 2013, the Company realised cash proceeds from settlements with multiple defendants and the Board has reasonable grounds for anticipating further substantial returns from several of JIL's cases over the next 12 months.

 

From inception to the date of this report, the Company's portfolio has generated gross cash proceeds of approximately US$117.3 million. This amount includes US$17.5 million in cash proceeds generated during the six month period ending 30 June 2013 which are to be delivered to the Company on 31 December 2013. Also included are cash proceeds of approximately US$12.5 million generated after 30 June 2013 but prior to the date of this report and also to be delivered to the Company on 31 December 2013.

 

After providing for recovery of investment book cost, required reserves, and Company operating expenses, JIL will have returned US$64 million (£41 million) to shareholders in the form of US$38 million in paid dividends; US$16 million in dividends declared on 4 July 2013 and payable on 15 January 2014; and US$10 million when it acquired Company shares in its buyback programme in September 2010.

 

 

Operating results

 

During the six month period ended 30 June 2013, the Company's investment portfolio generated gross proceeds totalling approximately US$17.5 million related to partial settlements and recovery of expenses. In addition, after the closing of the reporting period, the Company reported additional cash settlements of approximately US$12.5 million in partial settlements from one of its cases. This brings the total gross proceeds generated thus far in 2013 to US$30.0 million. These proceeds will be received by the Company on 31 December 2013.

 

These cash results continue to reflect the maturation of JIL's existing portfolio and highlights Juridica Capital Management Limited's ("JCML" or "the Manager") precision in identifying and investing in strong cases. JCML believes the Company will continue to see strong cash returns during the coming 12 months.

 

For the six month period ended 30 June 2013, the Company reported a total comprehensive loss attributable to ordinary shareholders of approximately US$3.0 million as compared to total comprehensive loss attributable to ordinary shareholders of approximately US$140,000 for the same period ended 30 June 2012.

 

The total comprehensive loss for the six month period ended 30 June 2013 was primarily due to the net of fund operating expenses of approximately US$4.0 million, net unrealised gain generated from the change in fair value of the Company's investments of approximately US$1.4 million and intangible amortisation expense of approximately US$0.4 million.

 

 

Net asset value

 

JIL's Net Asset Value ("NAV") per ordinary share decreased from US$2.20 at 31 December 2012 to US$2.17 at 30 June 2013.

 

 

Investment portfolio activity

 

As more fully described in the Investment Manager's report, the Company's investments have had significant activity in their underlying cases. Beyond the recently announced settlements, the Company also has several investments in which the underlying case came to a major event for which the Company has not yet received any proceeds. Each of these investments either has upcoming legal proceedings that our Manager believes are likely to generate strong returns or has been awarded proceeds that have not yet been received.

 

 

New investments and pipeline

 

The Company made two supplemental investments in existing cases that were beyond initial funding commitments. These supplemental investments were made at opportunistic times and on highly favourable terms that the Manager believes increases the likelihood of greater potential return to the Company.

 

The Manager has progressed several potential investments to an advanced stage in their due diligence. These investments may be funded pending the decision of the shareholders to continue the operations of the Company.

 

 

Dividend

 

As a result of the Company's results for the six month period from 1 January 2013 through 30 June 2013, the Company has declared a dividend of 10 pence per share payable on 15 January 2014 to shareholders on the register at 13 December 2013. The dividend will be funded by the US$30.0 million in cash proceeds from partial settlements that will be paid to the Company on 31 December 2013. This declared dividend is consistent with the Company's policy of returning actual net cash profits to shareholders and follows the 20 pence per share in dividends paid since January 2012.

 

We anticipate declaring additional dividends to shareholders over the next twelve months if the portfolio develops as expected.

 

 

Outlook

 

The Manager believes several investments are likely to be completed over the next twelve months with several additional investments generating partial settlements.

 

Based on the outlook provided by the Manager, the Board expects significant returns from the Company's investment portfolio during the remainder of 2013, through 2014 and beyond. This belief is based on the Manager's review of presently scheduled trial dates, expected final decisions following trial, and possible settlements in multiple cases that are in an advanced stage of development.

 

The Board of JIL looks forward to this year's continuation vote on the fund in healthy and positive circumstances.

 

The directors thank investors for their continued confidence and welcome those new shareholders who have joined us in the past year.

 

Lord Daniel Brennan QC

Chairman

16 August 2013

 

 

 

Investment Manager's report

 

 

Operating highlights

 

During the six month period ended 30 June 2013, the Company saw several settlements conclude in its portfolio and continued progression in many of its other investments. Several investments have progressed to the point where a near-term conclusion is possible. Certain other cases are at an inflection point whereby key decisions and strategies are being managed in order for the investments to reach a successful and profitable conclusion. This activity supports our current belief that the majority of the Company's investments are reaching their concluding phase and we expect the portfolio to continue to generate significant cash returns over the next 12 months.

 

For the six month period ended 30 June 2013, gross cash proceeds from settlements totalled approximately US$17.5 million. These proceeds will be paid to the Company at 31 December 2013 in the form of interest on the loan to Fields Law Firm PLLC ("Fields Law").

 

Subsequent to the six month period ended 30 June 2013, additional settlements were reached on a multi-defendant case in the Company's portfolio. These settlements will generate approximately US$12.5 million in cash proceeds which will be paid to the Company at 31 December 2013 predominantly in the form of interest on the loan to Fields Law.

 

Based on the above mentioned cash proceeds, as well as the Manager's knowledge of current settlement discussions which are in an advanced stage, the Company has declared a dividend of 10 pence per share totalling US$16 million payable on 15 January 2014 to shareholders on the share register at 13 December 2013.

 

JIL's Net Asset Value ("NAV") decreased from US$2.20 per ordinary share at 31 December 2012 to US$2.17 per ordinary share at 30 June 2013. This 1.4% reduction in NAV per ordinary share was primarily due to total comprehensive loss of US$3.0 million. This comprehensive loss was primarily due to the net of fund operating expenses of approximately US$4.0 million, net unrealised gain generated from change in valuation of the Company's investments of approximately US$1.4 million and intangible amortisation expense of approximately US$0.4 million.

 

The net carrying value of JIL's investment portfolio decreased by approximately US$12.8 million as compared to the value established at 31 December 2012. This decrease was primarily due to the establishment of a receivable for the US$17.5 million in proceeds generated during the six month period ended 30 June 2013 partially offset by approximately US$3.0 million in additional funding for certain investments and US$1.4 million in unrealised gain generated from the change in valuation of the Company's investments.

 

From inception to date the Company's portfolio has generated gross cash proceeds of approximately US$117.3 million including US$30.0 million to be delivered to the Company on 31 December 2013. After providing for required reserves and Company operating expenses, JIL will have returned a total of US$64 million (£41 million) to shareholders in the form of US$38 million in paid dividends; US$16 million in dividends declared on 4 July 2013 and payable on 15 January 2014; and US$10 million when it acquired Company shares in its buyback program in September 2010.

 

In more detail, the portfolio since inception has performed as follows:

 

§ Eight investments have reached completion with proceeds from the underlying cases delivering a total of US$40.2 million in gross proceeds representing a blended internal rate of return of approximately 81.97% (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$77.1 million. These six cases relate to four investments.

 

 

Investment number

Amount invested (US$)

Amount recovered (US$)

IRR (%)

Completed investments:

0208-G

12,050,211

13,750,000

29.99

0308-R

9,294

3,500,000

0908-U

3,119,371

4,337,693

60.81

6308-F

1,522,802

2,487,749

60.91

0408-W

2,872,424

3,793,389

19.53

6509-A

2,476,681

4,500,000

54.76

6409-V

785,819

5,302,905

260.52

0210-M

1,526,040

2,478,220

45.05

Total - Completed Investments

24,362,642

40,149,956

81.97

Investments with partial recoveries:

7508-O

5,154,486

105,371

0708-B

4,512,061

1,618,500

7608-A

2,128,686

1,239,032

3608-A

96,067,433

74,174,926

Total - Investments with partial recoveries

107,862,666

77,137,829

Total cash recovered to date

117,287,785

 

 

During the period ended 30 June 2013, JIL committed to make supplemental investments in two existing cases totalling up to US$656,000. One of these supplemental investments provides for a substantial increase in JIL's percentage interest in potential proceeds from the underlying case. After a successful trial verdict, the case is currently being appealed by both sides. The other supplemental investment enables the continuation of a multi-party pre-litigation settlement opportunity that the Manager believes has the potential to generate significant proceeds to the Company.

 

 

Fund management activity

 

As the Company's Manager, we have the responsibility to market the Company's value proposition, research potential investments, manage the due diligence on prospective investments, price and structure all investment transactions and propose investment opportunities to JIL's Underwriting Committee. We also have an active role in monitoring and managing existing investments in order to

i) protect the Company's investment;

ii) advise counsel and claim holder on business strategies; and

iii) seize upon opportunities to increase the potential return to shareholders from individual investments.

 

Pipeline and case selection

 

As Manager, we spend significant time marketing JIL's value proposition to claimholders and law firms. We ensure the legal claims market understands our message; that partnering with JIL in pursuing a claim through the legal process enhances the balance between risk and reward. We have developed long-term relationships with over 170 law firms including a representation of over 35% of the 2013 American Lawyer Global 100 Ranking (which ranks the largest law firms by global revenues). These relationships with global, national, regional, and local law firms are critical as they are the key source of the Company's future investment opportunities.

 

We currently have a pipeline of attractive investment opportunities consisting of: three anti-trust cases; several patent portfolios with Fortune 100 and other companies; and numerous commercial claims. Subject to continuation and expected investment proceeds, these opportunities will provide future income and capital growth for the Company.

 

Monitoring and managing existing investments

 

While operating within strict ethical and compliance guidelines and well-developed processes and controls, we actively monitor, liaise, and advise on all matters related to the Company's investments. Our active monitoring is instrumental in ensuring that lawyers attached to a particular case are diligently moving the case forward in an appropriate manner, the proper legal strategy is employed, the right experts are hired, and case expenses are minimised. This activity not only helps protect our investments from losses but also ensures maximum value is attained for each of the Company's investments. We speak regularly with the clients and law firms that are our investment partners in the portfolio to keep abreast of developments, ensure compliance with the Company's contract rights, and to assist where possible based on our collective experience and judgment acquired from years of investing.

 

Improve return on existing investments

 

In some instances, we have identified opportunities to improve potential returns for existing investments or the need to restructure an investment to minimise downside risk. These opportunities may arise if an underlying case requires legal services beyond those expected when the investment was initially funded. Other opportunities to enhance existing investments occur when the claimholder wishes to fund an appeal (to enhance damages awarded or to reverse an adverse ruling). Enhancements to existing investments usually occur with financing terms that are more favourable to the Company than the terms associated with the original investment. To date, we have negotiated and the Company has funded several enhancements to existing investments including two that occurred during the six month period ended 30 June 2013.

 

 

Portfolio update

 

The Company currently has a total of 16 investments representing 21 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 on the following table:

 

Type of claim or litigation

Cases

Total commitment

Investments

Antitrust and competition

6

$107.5 million

1

Patents

8

$34.2 million

8

Commercial

7

$19.7 million

7

Total

21

$161.4 million

16

 

 

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. All of the cases in this portfolio are reaching maturity.

 

The Company has contributed US$96.0 million (with an additional commitment of US$13.0 million remaining) towards one investment representing these six cases. During the six month period ended 30 June 2013, the commitment level for this investment increased by US$11.0 million, of which US$1.0 million was paid during the reporting period. This increase in funding commitment was contractually based and resulted from the level of proceeds generated thus far by the investment exceeding certain thresholds. This investment is structured as a loan by the Company to Fields Law for the purpose of funding six cases under a co-counsel agreement. The loan is 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 total cash proceeds and expense recovery of US$74.2 million. Of this amount, US$44.2 million has previously been paid to JIL and US$30.0 million is expected to be paid on 31 December 2013. An additional US$2.9 million in proceeds previously generated from these cases are being held in reserve by Fields Law to potentially fund additional expenses related to the Company's investment in antitrust and competition cases. Additional reserves may be required from future proceeds.

 

One of the cases in this portfolio was previously 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 six to 12 months in the resolution of this case. A separate case in this portfolio previously received a favourable appellate decision, upholding a judgment of liability against the defendant and the case is expected to move toward a damages trial.

 

Below is a snapshot of the case progression in the Company's antitrust and competition portfolio:

 

Matter number

Status

1008-A

Trial set in January 2014 for a portion of the claims

1208-A

Awaiting trial on damages only, liability favourably concluded through all appeals

5208-E

Trial scheduled for Spring 2014

5308-U

Awaiting trial date, pre-trial proceedings complete

5608-N

Appeal pending with decision expected before 4th quarter 2013

8008-L

Proceedings completed, awaiting trial

 

 

Patent portfolio

 

The Company's patent portfolio includes eight cases involving infringement of one or more patents by one or more defendants. As of 30 June 2013, the Company has US$31.5 million invested in its patent portfolio with an additional US$3.7 million remaining in committed funds. Since the Company's inception, a total of US$13.2 million in gross proceeds has been generated from the Company's patent portfolio.

 

In Case 0108-S, the jury delivered a verdict in favour of the plaintiff in the amount of US$20 million (includes punitive damages and interest). This was in line with the Manager's expectation for the low end of the recovery range of this case and the Company will recover approximately US$8 million from its investment of US$8.3 million. A supplemental investment is under negotiation to finance an appeal on damages. Should the financing occur and if the appeal is successful in increasing damages awarded, the Company will receive a greater return on its investment. Significant uncertainty remains until the appeal process is completed unless the case is resolved earlier by settlement.

 

In Case 0409-C, the jury returned a verdict after trial in favour of the plaintiff in the amount of US$50.0 million. The Company invested US$4.8 million in this case and is entitled to receive the first US$3.0 million of cash proceeds from settlement or judgment plus 49% of remaining proceeds. Uncertainty remains until post-trial proceedings are completed and judgment is entered and appeals are completed unless the case is resolved earlier by settlement.

 

Below is a snapshot of the case progression in the Company's patent portfolio:

 

Matter number

Status

0108-S

Positive trial verdict - appeals pending

0209-S

Proceedings Not Yet Initiated (*)

0409-C

Jury verdict awarded, further proceedings on equitable issues underway, awaiting entry of final judgement

0808-C

Appellate proceedings pending

2709-E

Positive ruling on one patent, awaiting ruling on second patent in re-exam

7608-A

Further proceedings not yet initiated (**)

0708-B

Further proceedings not yet initiated (**)

7508-O

Litigation on-going, sale of one patent being finalised, strategy being developed for multiple other patents

(*) Liability decided favourably. Awaiting trial on damages.

(**) Matter has been in litigation that has been settled, dismissed or otherwise resolved. Additional proceedings are currently being evaluated.

 

Commercial portfolio

 

As of 30 June 2013, the Company's commercial portfolio consisted of investments in six 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 additional investment, 0608-S, that, as previously disclosed, the Company exercised its option to cease funding. The Company pursued recovery of its investment amount from the parties involved after having successfully defended an attempt to avoid arbitration by these parties. After the close of the reporting period, the arbitration panel decided against the Company on its claim against the client and the client's claims against the Company were withdrawn. However, the Company remains entitled under its investment agreement to recover from the client any sums received by the client in connection with ancillary claims made by the client against other parties, including claims that may exceed the value of the Company's investment. Since 2009, the Company has reduced the carrying value of this investment by 75% of the investment book cost.

 

As of 30 June 2013, the Company has US$26.2 million invested in its commercial portfolio, with an additional US$550,000 remaining in committed funds. Since the Company's inception, a total of US$29.9 million in gross proceeds has been generated from the Company's commercial portfolio.

 

For two investments in this portfolio, the underlying cases are at the point where collection is being pursued. One of these cases has survived several attempts to vacate the trial court's determination of liability including a Writ of Certiorari to the U.S. Supreme Court that was denied in favour of our client. Claimants are pursuing collection within the U.S. and elsewhere. The other case involves a judgment on behalf of insurance clients against a foreign government. Unrest within the foreign government has delayed settlement. Although we believe the collection efforts will be successful, timing and collection risk has increased. As a result, the carrying value of this investment has been reduced to a level that equals 75% of the Company's investment of US$500,000 in this case.

 

This 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. Settlement negotiations for a portion of the opportunity are underway. This investment is being accounted for partially as an intangible asset and partially as a contractual interest.

 

Below is a snapshot of the case progression in the Company's commercial portfolio:

 

Matter number

Status

1410

Positive trial court ruling on liability, damages on appeal

1608-T

Collection and settlement efforts underway

1610

Awaiting ruling on appeal and further collection efforts

2510

Collection underway after successful appeal of trial verdict, all appeals completed

5009-S

Final pre-trial conference set for 4th quarter 2013, awaiting trial date

0608-S

Collection efforts underway and awaiting ancillary rulings

6609-S

Settlement negotiations underway (*)

(*) Multi-party pre-litigation settlement opportunity.

 

 

Valuation

 

The Manager values JIL's investments using valuation and accounting methods that are applied in a manner that follows International Financial Reporting Standards' ("IFRS") accounting rules as set out in IFRS 4, IAS 39, and IAS 38.

 

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 and outside of 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 2013, the Manager examined the valuation for all of JIL's investments. In doing so, the following adjustments were made to their individual valuations:

§ Since year ended 31 December 2012, valuation of the Company's contractual interests decreased by approximately US$400,000 reflecting the net of US$1.9 million in additional investment funding and US$2.3 million net decrease due to each investment's individual change in fair value.

§ Since year ended 31 December 2012, valuation of the Company's available for sale debt securities decreased by approximately US$14.6 million reflecting the reclassification of US$17.5 million to a receivable, additional investment funding of US$1.1 million, and a net US$1.8 million increase in the fair value.

§ Since year ended 31 December 2012, valuation of the Company's available for sale financial assets increased by approximately US$1.9 million reflecting the net increase due to each investment's individual changes in fair value.

§ Since year ended 31 December 2012, valuation of the Company's intangible assets increased by approximately US$300,000 reflecting the net impact of additional investment funding and amortisation charge.

 

 

Notable activities

 

The following activities reflect advancement in JIL's portfolio. One or more of these events may, in the Manager's view, 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 or 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.

 

Two antitrust cases that comprise part of the security for the loan facility made to Fields Law may complete or reach an advanced stage during the next six to 18 months. Both cases have significant damages claimed by their plaintiffs that, 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 the 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 will 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 JIL's shareholders.

 

We believe the Company's portfolio will continue to see significant activity within the next 12 months. This expectation is based on the Manager's knowledge from managing the Company's investments. Knowledge the Manager possesses includes, 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.

 

We are optimistic that the portfolio will produce further return of capital during the next 12 months. Our robust pipeline of investments would be excellent opportunities for growing the capital base and income of the Company should shareholders decide to continue the fund at the Company's continuation vote scheduled for later this year.

 

The Manager would like to thank investors for their continued support. As always, we are committed to providing timely announcements and accurate reporting with as much transparency as possible.

 

 

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

16 August 2013

 

 

 

Independent review report

 

 

Introduction

 

We have been engaged by the Company to review the unaudited condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2013, which comprises the unaudited condensed consolidated income statement, the unaudited condensed consolidated statement of financial position as at 30 June 2013, the unaudited condensed consolidated statement of changes in equity, the unaudited condensed consolidated cash flow statement, the comparative figures and associated 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.

 

 

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 AIM Rules for Companies which require that the financial information must be presented and prepared in a form consistent with that which will be adopted in the Company's annual financial statements.

 

As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards. 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.

 

 

Scope of review

 

We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the International Auditing and Assurance Standards 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 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 2013 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 2, 5, 6, 7 and 8 to the unaudited condensed consolidated financial statements. As indicated in Notes 2, 5, 6, 7 and 8, the unaudited condensed set of consolidated financial statements include non-current assets stated at their fair value of US$199,357,631. Due to 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

Chartered Accountants

Guernsey, Channel Islands

16 August 2013

 

 

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.

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

1 January 2013 to 30 June 2013

1 January 2012 to 30 June 2012

Notes

US$

US$

INCOME

Finance income

3,373

20,955

3,373

20,955

EXPENSES

Management fees

13(a)

2,532,425

2,218,736

Due diligence and transaction costs

58,316

191,878

Directors' remuneration

13(g)

267,200

215,438

Audit fees

122,662

147,099

Legal expenses

389,960

124,508

Administration fees

170,809

213,978

Options and warrants costs

-

15,805

Foreign exchange loss

199,735

4,822

Other expenses

228,661

287,579

3,969,768

3,419,843

INVESTMENT MOVEMENTS

Amortisation of intangible assets

5

(450,520)

(291,903)

Other (expense)/income arising on contractual interests

6

(2,288,374)

1,550,948

Other income arising on available for sale debt securities

8

9,874,732

9,322,657

Loss on revaluation of case proceeds payment obligation

(33,145)

-

Gain on bargain purchase

-

4,329,188

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

-

(1,484,513)

7,102,693

13,426,377

Profit for the period

3,136,298

10,027,489

Other comprehensive income:

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

-

1,484,513

Fair value change in available for sale financial assets

7

1,880,541

506,669

Fair value change in available for sale debt securities

8

(8,044,456)

(13,607,409)

Total other comprehensive income

(6,163,915)

(11,616,227)

Total comprehensive loss for the period

(3,027,617)

(1,588,738)

Comprehensive loss attributable to:

Equity shareholders

(2,992,449)

(139,827)

Non-controlling interests

(35,168)

(1,448,911)

(3,027,617)

(1,588,738)

Earnings per Ordinary Share

Basic

Cents

(2.86)

(0.13)

Fully diluted

Cents

(2.85)

(0.13)

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 

 

30 June

2013

31 December 2012

Notes

US$

US$

ASSETS

Non-current assets

Intangible assets

5

3,012,153

2,703,118

Contractual interests

6

45,048,665

45,446,175

Available for sale financial assets

7

12,262,935

10,380,608

Available for sale debt securities

8

139,033,878

153,593,259

199,357,631

212,123,160

Current assets

Other receivables and prepayments

9

17,801,154

694,235

Cash and cash equivalents

13,493,669

42,951,916

31,294,823

43,646,151

TOTAL ASSETS

230,652,454

255,769,311

 

EQUITY AND LIABILITIES

Equity

Special reserve

199,013,730

199,013,730

Other reserve

36,992,638

43,156,553

Revenue reserve

1,368,113

(1,803,353)

Treasury shares

(9,925,024)

(9,925,024)

Net assets attributable to ordinary shareholders

227,449,457

230,441,906

Non-controlling interests

2,053,759

2,088,927

Total equity

229,503,216

232,530,833

Current liabilities

Dividend payable

-

22,105,995

Other payables

10

1,149,238

1,132,483

Total liabilities

1,149,238

23,238,478

TOTAL EQUITY AND LIABILITIES

230,652,454

255,769,311

Number of ordinary shares

104,701,754

104,701,754

Net Asset value attributable to each ordinary share

$2.17

$2.20

 

These half yearly unaudited condensed consolidated financial statements were approved by the Board of Directors on 16 August 2013 and signed on its behalf by:

 

 

R J Battey

Director

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

30 June 2013

Special reserve

Other reserve

Revenue reserve

Treasury Shares

Non-controlling interests

 

Total

US$

US$

US$

US$

US$

US$

Balance at 1 January 2013

199,013,730

43,156,553

(1,803,353)

(9,925,024)

2,088,927

232,530,833

Changes in equity for 2013

Profit for the period

-

-

3,171,466

-

(35,168)

3,136,298

Fair value change in available for sale assets

-

1,880,541

-

-

-

1,880,541

Fair value change in available for sale debt securities

-

(8,044,456)

-

-

-

(8,044,456)

Total comprehensive (loss)/income

-

(6,163,915)

3,171,466

-

(35,168)

(3,027,617)

Balance at 30 June 2013

199,013,730

36,992,638

1,368,113

(9,925,024)

2,053,759

229,503,216

30 June 2012

Special reserve

Other reserve

Revenue reserve

Treasury Shares

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/(loss)

-

(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

 

 

UNAUDITED CONDENSED CONSOLIDATED CASH FLOW STATEMENT

 

1 January 2013 to 30 June 2013

1 January 2012 to 30 June 2012

US$

US$

Cash flows from operating activities

Profit for the period

3,136,298

10,027,489

Adjusted for:

Gain on bargain purchase

-

(4,329,188)

Other income arising on contractual interests and available for sale debt securities

(7,586,358)

(10,873,605)

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

-

1,484,513

Amortisation of intangible assets

450,520

291,903

Loss on revaluation of case proceeds payment obligation

33,145

-

Increase in share option and warrant reserve

-

15,805

Interest income

(3,373)

(20,955)

Foreign exchange losses

199,735

4,822

Changes in working capital

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

(3,312,066)

(4,359,393)

Settlement of contractual interests

231,496

-

Decrease in trade and other receivables

120,711

49,372

Decrease in trade and other payables

(425,999)

(70,860)

Cash balance acquired with subsidiary undertaking

-

114,351

Cash used in operations

(7,155,891)

(7,665,746)

Interest received

3,272

21,011

Net cash outflow from operating activities

(7,152,619)

(7,644,735)

Financing activities

Dividend paid

(22,107,357)

(11,627,550)

Net cash flow from financing activities

(22,107,357)

(11,627,550)

Net decrease in cash and cash equivalents

(29,259,976)

(19,272,285)

Cash and cash equivalents at the beginning of the period

42,951,916

43,014,566

Effect of foreign exchange rate changes

(198,271)

167,315

Cash and cash equivalents at the end of the period

13,493,669

23,909,596

 

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

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 4. 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 2013 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 2012 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 2012, 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 2013:

 

§ IFRS 7 (revised), 'Financial Instruments: Disclosures' - effective for financial years beginning on or after 1 January 2013.

§ IFRS 10, 'Consolidated Financial Statements' - effective for financial years beginning on or after 1 January 2013.

§ IFRS 11, 'Joint Arrangements' - effective for financial years beginning on or after 1 January 2013.

§ IFRS 12, 'Disclosure of Interests in Other Entities' - effective for financial years beginning on or after 1 January 2013.

§ IFRS 13, 'Fair Value Measurement' - effective for financial years beginning on or after 1 January 2013.

§ IAS 1 (revised), 'Presentation of Financial Statements' - effective for financial years beginning on or after 1 January 2013.

§ IAS 27 (revised), 'Separate Financial Statements' - effective for financial years beginning on or after 1 January 2013.

§ IAS 28 (revised), 'Investments in Associates and Joint Ventures' - effective for financial years beginning on or after 1 January 2013.

 

Adoption of the above standards and amendments has 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 2012.

 

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 2012). There have been no transfers between levels during the six months to 30 June 2013.

 

 

3. CONTINUATION AND GOING CONCERN

 

In accordance with the Company's Admission Document of December 2007, the Directors shall convene an extraordinary general meeting of the Company, on a date being not less than one month prior to 21 December 2013, at which a resolution will be proposed that the Company be wound up voluntarily. If such resolution is not passed by the Company's members then the Directors shall convene an extraordinary general meeting of the Company every three years from the date of the original meeting at which the winding-up proposal shall again be put to the Company's members.

 

Having given consideration to the maturity of the Company's existing portfolio, the performance of the portfolio to date, the prospects for future investments and expected future cash flows, the Directors consider that there is a good possibility that the winding-up proposal will not be passed in 2013. In addition, the Directors have reviewed the Company's budgets and cash flows for the year ahead and, accordingly, are satisfied on reasonable grounds that it is appropriate to prepare these financial statements on a going concern basis.

 

 

4. SUBSIDIARIES

 

Date incorporated

Countryof incorporation

% Share holdings

Riverbend Investments Limited

8 October 08

Guernsey

100%

Juridica Ventures KFT

2 March 09

Hungary

100%

Juridica Ventures (US) Inc.

31 May 09

United States

100%

Spinal Spot LLC

28 February 11

United States

52%

Spinal Ventures LLC

25 March 11

United States

100%

OTO Technologies LLC

25 February 09

United States

85%

 

 

5. INTANGIBLE ASSET

 

30 June

31 December

2013

2012

US$

US$

Balance at start of the year

2,703,118

1,757,832

Additions

759,555

1,715,784

Amortisation

(450,520)

(770,498)

Balance at end of the year

3,012,153

2,703,118

 

The Group's intangible asset comprises an investment structured as an agency agreement. In addition, the Company has purchased common and preferred stock related to the intangible asset which has been classified as an available for sale asset (note 7).

 

The Group amortises the intangible asset on a diminishing balance basis at a rate of 16.7 per cent every 6 months.

 

 

6. CONTRACTUAL INTERESTS

 

Balance at

1 January 2013

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 2013

US$

US$

US$

US$

US$

US$

US$

Totals

45,446,175

1,890,866

-

4,761,356

(7,049,732)

-

45,048,665

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 losses

Balance at

31 December 2012

US$

US$

US$

US$

US$

US$

US$

Totals

37,964,964

11,242,654

(1,261,026)

9,666,056

(10,978,268)

(1,188,205)

45,446,175

 

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 129.39 per cent at 30 June 2013 (31 December 2012: between 3.62 and 129.39 per cent). At 30 June 2013, the Company had investments in 11 contractual interests (31 December 2012: 11 contractual interests).

 

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 2012.

 

 

7. AVAILABLE FOR SALE FINANCIAL ASSETS

 

30 June

31 December

2013

2012

US$

US$

Balance at start of the year

10,380,608

7,440,753

Additions

1,786

5,618,141

Disposal proceeds

-

(3,659,473)

Fair value movement

1,880,541

981,187

Balance at end of the year

12,262,935

10,380,608

 

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 2013 to be US$6,807,805 (31 December 2012: US$6,151,811). 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 and the projection of future cash flows.

 

In the event that the proposal for the winding-up of the Company (see note 3 for further information) is successful, JCML's future earnings would be reduced and the value of the Group's holding in JCML would be lower.

 

 

8. AVAILABLE FOR SALE DEBT SECURITIES

 

Balance at

1 January 2013

Drawdown

Repayment

Movement

due to

effective

interest

Fair value

movement due

to changes in

estimated cash

flows

Realised

gains

Balance at

30 June 2013

US$

US$

US$

US$

US$

US$

US$

Totals

153,593,259

1,069,469

(17,459,126)

9,874,732

(8,044,456)

-

139,033,878

Balance at

1 January

2012

Drawdown

Repayment

Movement

due to

effective

interest

Fair value

movement due

to changes in

estimated cash

flows

Realised

gains

Balance at

31 December 2012

US$

US$

US$

US$

US$

US$

US$

Totals

145,370,653

5,111,401

(37,188,909)

19,635,791

20,664,323

-

153,593,259

 

Note 13(f) details arrangements between the Company and Fields Law PLLC ("Fields Law"). 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 Fields Law.

 

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.

 

 

9. OTHER RECEIVABLES AND PREPAYMENTS

 

30 June

31 December

2013

2012

US$

US$

Juridica Capital Management Limited (see note 13(c))

212,500

425,000

Settlement proceeds

17,459,126

231,496

Debtors

51,390

23,282

Prepayments and accrued bank interest

78,138

14,457

17,801,154

694,235

 

 

10. OTHER PAYABLES

 

30 June

31 December

2013

2012

US$

US$

Management fees

-

501,215

Audit fees

107,397

162,735

Case additions

409,610

-

Case proceeds payment obligation

439,528

406,384

Other creditors

192,703

62,149

1,149,238

1,132,483

 

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. COMMITMENTS & GUARANTEES

 

Under the terms of some of its contracts, JIL provides a line of credit to counterparties. As at 30 June 2013, the maximum commitment under these lines of credit was US$7.5 million (31 December 2012: US$8.3 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 2013:

 

Closing rate

30 June

31 December

2013

2012

US$

US$

British pounds (GBP)

1.521

1.624

 

 

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 36.5 per cent equity interest (31 December 2012: 36.2 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 non-current assets;

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

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

 

In the period to 30 June 2013, investment management fees totalling US$2,532,425 (30 June 2012: US$2,218,736) were paid to JCML. As at 30 June 2013, investment management fees payable amounted to US$Nil (31 December 2012: US$501,215).

 

(b) Investment in Juridica Capital Management Limited

The Company acquired 15 per cent of JCML on Admission (see note 7), which was subsequently diluted to 13.6 per cent by the exercise of share options by certain of JCML's employees. The Company acquired a further holding in JCML during 2012, taking the Company's overall holding in JCML to 36.2 per cent. JCML bought back and cancelled shares from a former employee during the period, which resulted in the Company's holding in JCML increasing to 36.5 per cent. 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.

 

(c) Short term funding to Juridica Capital Management Limited

During 2012, the Group acquired additional shares in JCML for which it was agreed that part of the consideration related to the termination of certain contractual arrangements between JCML and the former shareholder. JCML agreed to repay that relevant portion of the consideration in four equal, quarterly instalments by way of a reduction in the quarterly investment management fee payment. During the period, US$0.2 million has been repaid and US$0.2 million remains outstanding as at 30 June 2013 (31 December 2012: US$0.4 million).

 

(d) Performancefee

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 (e), below.

 

As at 30 June 2013, the hurdle rate was not achieved and, therefore, no performance fee was paid or payable for the period (30 June 2012: US$Nil, 31 December 2012: US$Nil). However, the current net asset value (unadjusted) is greater than the minimum hurdle rate as at 30 June 2013. To the extent that this net asset value is realised, a performance fee may become payable.

 

(e) Trust account

Of the performance fee, 50 per cent of any payment will be retained by the Company in a trust account. 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 2013, the balance in the trust account was US$Nil (31 December 2012: US$Nil).

 

(f) Facility agreement and collateral account

The Group has entered into a facility agreement (the "Facility") with which it agrees to loan to Fields Law PLLC ("Fields Law")(previously Fields Sullivan PLLC), a law firm in which Richard Fields is a partner, money for funding cases in which Fields Law 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 Principal) on terms and conditions similar to those contained in the Facility. The Facility available to Fields Law 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 Fields Law, (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 Fields Law 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 Company.

 

(g) Directors' remuneration

30 June

30 June

2013

2012

US$

US$

Lord Daniel Brennan

146,214

118,170

Richard Battey

58,486

47,268

Kermit Birchfield

62,500

50,000

267,200

215,438

 

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

 

Lord Daniel Brennan has an interest in 447,817 (31 December 2012: 447,817) shares under a Share Option Agreement, details of which were disclosed in the Admission Document. Following the publication of the Group's consolidated financial statements for the year ended 31 December 2012, Lord Brennan can exercise these share options at any time up until 17 December 2017.

 

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

 

(h) Escon Capital Inc.

The Group has an interest in 38% (31 December 2012: 38%) of the voting common stock and 100% of the issued preference shares of Escon Capital Inc. ("Escon"), a Delaware corporation of which Kermit Birchfield and Richard Fields are directors.

 

Kermit Birchfield and Richard Fields receive directors' fees from Escon Capital Inc. of US$75,000 and US$60,000 per annum respectively. During the period to 30 June 2013 Juridica Capital Management US Inc., a subsidiary of JCML, received a fee from Escon for overhead support of US$260,000 (year to 31 December 2012: US$600,000).The overhead support agreement was terminated with effect from 30 June 2013 and no further payments will be made.

 

(i) Eleven Engineering Game Control LLC

During the period, the Group provided US$318,000 to Eleven Engineering Game Control LLC, a company ultimately owned and controlled by JCML.

 

 

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. SUBSEQUENT EVENTS

 

On 4 July 2013, the Board announced that it would be paying a dividend of 10 pence per share on 15 January 2014 to shareholders on the register at 13 December 2013.

 

In July 2013, an arbitration panel ruled against the Group's claim for damages in a recovery effort by the Group in respect of a case which, as previously disclosed, the Company has previously exercised its option to cease funding. Further information can be found in the Investment Manager's Report.

 

In August 2013, the Company announced additional case proceeds of approximately US$12.5 million receivable on 31 December 2013.

 

With effect from 1 October 2013, the Company intends to appoint Legis Fund Services Limited as Administrator of the Company in place of the existing Administrator, Bordeaux Services (Guernsey) Limited.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR SFMEFAFDSEFA
Date   Source Headline
20th Dec 201812:04 pmRNSResult of General Meeting and Cancellation
20th Dec 20187:30 amRNSSuspension - Juridica Investments Limited
20th Dec 20187:00 amRNSSuspension of Shares
17th Dec 20185:30 pmRNSJuridica Investments
14th Dec 201811:05 amRNSSecond Price Monitoring Extn
14th Dec 201811:00 amRNSPrice Monitoring Extension
12th Dec 20184:35 pmRNSPrice Monitoring Extension
11th Dec 20182:05 pmRNSSecond Price Monitoring Extn
11th Dec 20182:00 pmRNSPrice Monitoring Extension
28th Nov 20182:41 pmRNSPosting of Circular
28th Nov 201810:23 amRNSDividend Declaration
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
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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
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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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