5 May 2010 09:21
Tembusu Investments Limited
("Tembusu" or the "Company")
Final Results
For The Year Ended 31 December 2009
5 May 2010
Chairman's Statement
Results
The Company sold 500,000 EIIB shares for a profit on this disposal of £17,500 during the year under review. The operating loss on ordinary activities for the year amounted to £93,514 (2008: £211,054) and the loss after tax for the year was £333,679 (2008: £971,811).
The loss per share for the year was 0.556p (2008:1.620p).
At 31 December 2009, the Company had cash and cash equivalents of £1,096,141.
Current trading
In December 2009, the Company sold 500,000 ordinary shares in European Islamic Investment Bank Plc ('EIIB') at £0.07 per share. The balance of 21,415,861 ordinary shares in EIIB are still held by the Company. The EIIB shares are traded on the AIM market of the London Stock Exchange. At 31 December 2009, the investment in EIIB was valued at the market bid price resulting in a fair value loss adjustment through the income statement of £261,991.
Employees
The Company currently has three directors and no other employees.
Prospects and Investing Policy
In compliance with the changes to the AIM Rules for Companies affecting investment companies which became effective during the period, the Company restated its newly defined Investing Policy, incorporating consequential changes, on 30 November 2009:
Investing Policy
The Company's Investing Policy is to focus on identifying and acquiring quoted and unquoted financial services businesses based in Asia, though other geographical areas will be considered should appropriate opportunities occur which could benefit the Company. By actively investing in businesses with complementary areas of expertise, which may for example include real estate,
mortgage financing and other such activities, the Directors believe that it is possible to generate considerable opportunities for the cross selling of services between the different operations and countries. The Directors also intend to continue to make minority investments in such financial services businesses where it would be a passive investor, but where those investments
provide the opportunity for enhancing the growth prospects of the Company.
In regards to the acquisitions that the Company expects to make, the Directors may adopt earn-out structures, with specific performance targets being set for the sellers of the businesses acquired, and with suitable metrics applied.
The Company may invest by way of outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority
stake in the company or project in question. The Company's investments may take the form of equity, joint venture debt, convertible instruments, licence rights, or other financial instruments as the Directors deem appropriate.
The Company will be both an active and a passive investor and the Directors will place no minimum or maximum limit on the length of time that any investment may be held.
There is no limit on the number of projects into which the Company may invest, nor the proportion of the Company's gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the world.
There are no borrowing limits in the Articles of Association of the Company. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.
There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered other than set out in this Investing Policy.
As the Company's ordinary shares are traded on AIM this provides a facility for shareholders to realise their investment in the Company. In addition, the Directors may consider from time to time other means of facilitating returns to shareholders including dividends, share repurchases, demergers, schemes of arrangement or liquidation.
.
Jonathan Rowland
Chairman
Enquiries:
Tembusu Investments Limited
Jonathan Rowland, Chairman Tel: + 44 (0)20 7087 7971
Yun Zhang, Chief Executive Officer Tel: + (65) 6533 2233
Religare Capital Markets Tel: + 44 (0)20 7444 0800
Ben Jeynes
Alan MacKenzie
Statement of Comprehensive Income
For The Year Ended 31 December 2009
|
|
Notes | Year ended 31.12.09
| Year ended 31.12.08
|
|
|
| £ | £ |
|
|
|
|
|
| Administrative expenses |
| 93,514 | 211,054 |
|
|
|
|
|
| OPERATING LOSS | 7 | (93,514) | (211,054) |
|
|
|
|
|
| Unrealised losses on financial assets designated at fair value through profit or loss (net) |
10 |
(261,991) |
(858,852) |
|
|
|
|
|
| LOSS BEFORE FINANCE INCOME AND TAX |
| (355,505) | (1,069,906) |
|
|
|
|
|
| Finance income | 6 | 21,826 | 98,095 |
|
|
|
|
|
| LOSS BEFORE TAX |
| (333,679) | (971,811) |
|
|
|
|
|
| Tax | 8 | - | - |
|
|
|
|
|
| LOSS FOR THE YEAR |
| (333,679) | (971,811) |
|
|
|
|
|
| Other comprehensive income |
| - | - |
|
|
|
|
|
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| (333,679) | (971,811) |
|
|
|
|
|
| Attributable to |
|
|
|
| Owners of the Company |
| (333,679) | (971,811) |
|
|
|
|
|
|
|
|
|
|
| Loss per share: | 9 |
|
|
| Basic |
| (0.556p) | (1.620p) |
|
Diluted |
|
(0.556p) |
(1.620p) |
|
|
|
|
|
|
|
|
|
|
Statement of Changes in Equity
For The Year Ended 31 December 2009
|
| Share Capital | Share Premium | Retained Loss |
Total |
|
| £ | £ | £ | £ |
|
|
|
|
|
|
| At 31 December 2007 | 600,000 | 2,504,061 | (19,118) | 3,084,943 |
|
|
|
|
|
|
| Loss after tax for the year | - | - | (971,811) | (971,811) |
|
|
|
|
|
|
| At 31 December 2008 | 600,000 | 2,504,061 | (990,929) | 2,113,132 |
|
|
|
|
|
|
| Loss after tax for the year | - | - | (333,679) | (333,679) |
|
At 31 December 2009 |
600,000 |
2,504,061 |
(1,324,608) |
1,779,453 |
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses. Share issue expenses comprise mainly the costs incurred in respect of the initial public offering on the AIM market of the London Stock Exchange.
Retained loss represents the cumulative loss of the Company attributable to equity shareholders.
Statement of Financial Position
31 December 2009
|
|
| As at 31.12.09
| As at 31.12.08 |
|
| Notes | £ | £ |
|
|
|
|
|
| ASSETS |
|
|
|
| Non-current assets |
|
|
|
| Investments | 11 | 5,174 | 5,000 |
| Financial assets designated at fair value through profit or loss |
10 |
706,723 |
986,214 |
|
|
|
|
|
|
|
| 711,897 | 991,214 |
|
|
|
|
|
| Current assets |
|
|
|
| Trade and other receivables | 12 | 4,165 | 2,500 |
| Cash and cash equivalents | 13 | 1,096,141 | 1,186,823 |
|
|
|
|
|
|
|
| 1,100,306 | 1,189,323 |
|
|
|
|
|
| LIABILITIES |
|
|
|
| Current liabilities |
|
|
|
| Trade and other payables | 14 | 32,750 | 67,405 |
|
|
|
|
|
|
|
| 32,750 | 67,405 |
|
|
|
|
|
| NET CURRENT ASSETS |
| 1,067,556 | 1,123,918 |
|
|
|
|
|
| NET ASSETS |
| 1,779,453 | 2,113,132 |
|
|
|
|
|
| SHAREHOLDERS' EQUITY |
|
|
|
| Called up share capital | 15 | 600,000 | 600,000 |
| Share premium | 16 | 2,504,061 | 2,504,061 |
| Retained losses | 16 | (1,324,608) | (990,929) |
|
|
|
|
|
| TOTAL EQUITY |
| 1,779,453 | 2,113,132 |
|
|
|
|
|
Statement of Cashflows
For The Year Ended 31 December 2009
|
|
| Year ended 31.12.09 | Year ended 31.12.08 |
|
| Note | £ | £ |
|
|
|
|
|
| Cash flows from operating activities |
|
|
|
| Cash generated from operations | 17 | (129,837) | (254,532) |
|
|
|
|
|
| Net cash from operating activities |
| (129,837) | (254,532) |
|
|
|
|
|
|
|
|
|
|
| Cash flows from investing activities |
|
|
|
| Interest received |
| 4,326 | 98,095 |
| Sale of held-for-trading investments |
| 35,000 | - |
| Purchase of held-for-trading investments |
| - | (1,845,066) |
|
|
|
|
|
| Net cash from investing activities |
| 39,326 | (1,746,971) |
|
|
|
|
|
| Cash flows from financing activities |
|
|
|
| Loan to subsidiary |
| (174) | - |
| Shares issued |
| - | - |
| Shares issue costs |
| - | - |
|
|
|
|
|
| Net cash from financing activities |
| - | - |
|
|
|
|
|
|
|
|
|
|
| Increase in cash and cash equivalents |
| (90,685) | (2,001,503) |
|
|
|
|
|
| Cash and cash equivalents at beginning of year |
| 1,186,826 | 3,188,326 |
|
|
|
|
|
| Cash and cash equivalents at end of year |
| 1,096,141 | 1,186,823 |
|
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|
|
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Notes to the Financial Statements
For The Year Ended 31 December 2009
1. GENERAL INFORMATION
The preceding information does not constitute the Company's statutory accounts for the years ended 31 December 2009 or 31 December 2008 but is derived from those accounts. The 2009 accounts will be posted to shareholders by 14 May 2010 and will be available from the Company's registered office and from the Company's website (www.tembusuinvestments.com). The auditors have reported on these accounts and their reports were unqualified.
The financial information in this announcement has been prepared on the basis of the accounting policies set out in the last published set of annual financial statements.
Tembusu Investments Limited is a company incorporated in Bermuda under the Bermuda Companies Act 1981. The Company's shares are traded on the AIM market of the London Stock Exchange. The address of the registered office is disclosed on page 1 of the financial statements. The principal activities of the Company are described in the directors' report.
2. ACCOUNTING POLICIES
Taxation
The Company is an exempted company under the laws of Bermuda and is granted exemption from all forms of taxation in Bermuda until 2016.
Financial assets held at fair value through profit or loss
Financial assets classified as held for trading and other assets designated as such on inception are included in this category. Financial assets are classified as held for trading if they are acquired for sale in the short term.
Purchases and sales of financial assets at fair value through profit or loss are recognised on trade date being the date the Company commits to purchase or sell the asset to the market. A financial asset is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
Financial assets designated as at fair value through profit or loss at inception are those that are managed and whose performance is evaluated on a fair value basis, in accordance with the documented investment strategy of the Company. Information about these financial assets is provided internally on a fair value basis to the Company's key management. The Company's investment strategy is to identify and invest in quoted and unquoted financial services businesses based in Asia (excluding Japan) to address the growing Far Eastern markets for financial services. Consequently, all investments are classified as held at fair value through profit or loss.
Transaction costs on purchases are expensed immediately through the income statement in accordance with IFRS.
All investments are measured at fair value with gains and losses arising from changes in fair value being included in the income statement as gains (losses) on investments held at fair value. On sale, the realised gain or loss calculated by reference to the proceeds less carrying value is recognised in the income statement.
The fair value of quoted investments is determined by reference to market bid prices at the close of business on the end of the reporting period.
3. FINANCIAL INSTRUMENTS
The investments are valued in accordance with the policy stated above. It is the directors' opinion that the carrying value of trade receivables and trade payables approximates their fair value due to their short term maturity. Therefore, the directors consider all assets to be carried at a valuation, which equates to fair value.
Investments are made in a combination of equity and fixed rate financial instruments so as to provide potential high future capital growth.
In accordance with IAS 39, the Group has reviewed all contracts for embedded derivatives that are required to be separately accounted for if they do not meet certain criteria set out in the standard. No embedded derivatives have been identified by the Group.
The accounting policies for financial instruments have been applied to the items below:
|
| 2009 | 2009 | 2008 | 2008 |
| Assets as per balance sheet | Loans and receivables | Assets at fair value through profit and loss | Loans and receivables | Assets at fair value through profit and loss |
|
| £ | £ | £ | £ |
|
|
|
|
|
|
| Cash | 1,096,141 | - | 1,186,823 | - |
| Trade and other receivables | 4,339 | - | 2,500 | - |
| Investment at fair value through profit and loss |
- |
711,723 |
- |
991,214 |
| Total | 1,100,480 | 711,723 | 1,189,323 | 991,214 |
|
|
|
|
|
|
|
|
|
| 2009 | 2008 |
| Liabilities as per balance sheet |
|
| Other financial liabilities | Other financial liabilities |
|
|
|
|
|
|
| Trade and other payables |
|
| 32,750 | 67,405 |
|
|
|
|
|
|
Assets classified as fair value through profit or loss were designated as such upon initial recognition. The Company has not reclassified financial assets between any of the categories detailed in IAS39, either in current or prior periods.
The Company's activities expose it to a variety of financial risks: interest rate risk, foreign currency risk, liquidity risk and capital risk. The Company's overall risk management programme focuses on unpredictability and seeks to minimise the potential adverse effects on the Company's financial performance. The Board reviews key risks on a regular basis and, where appropriate, actions are taken to mitigate the key risks identified.
3.1 Interest rate risk and foreign currency risk
The Company does not have formal policies on interest rate risk or foreign currency risk. However, the Company's exposure in these areas as at the balance sheet date was minimal.
3.2. Liquidity risk
The Company prepares periodic working capital forecasts for the foreseeable future, allowing an assessment of the cash requirements of the Company, to manage liquidity risk. The directors have considered the risk posed by liquidity and are satisfied that there is sufficient growth and equity in the Company.
3.3. Capital risk
The Company's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
4. EMPLOYEES AND DIRECTORS
The company has no employees.
During the period the company paid directors' emoluments of £37,500 (2008 - £43,589).
The average number of directors during the year was three.
5. SEGMENTAL ANALYSIS
There is no segmental area of operations as the company is not trading.
| 6. | FINANCE INCOME | Year ended 31.12.09
| Year ended 31.12.08
|
|
|
| £ | £ |
|
|
|
|
|
|
| Bank interest received | 4,326 | 98,095 |
|
| Sale of held-for-trading investments | 17,500 | - |
|
|
| 21,826 | 98,095 |
|
|
|
|
|
|
|
|
|
|
| 7. | OPERATING LOSS
|
Year ended 31.12.09 |
Year ended 31.12.08
|
|
|
| £ | £ |
|
| The operating loss is stated after charging:
|
|
|
|
| Loss on foreign currency translation | 142 | 5,143 |
|
| Auditors remuneration | 4,000 | 4,000 |
8. TAX
The Company is an exempted company under the laws of Bermuda and is granted exemption from all forms of taxation in Bermuda until 2016.
9. LOSS PER SHARE
The basic loss per share is calculated by dividing the loss of £333,679 (2008 - £971,811) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, which was 60,000,000 (2008 - 60,000,000)
The diluted loss per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares. For the year ended 31 December 2009 the diluted loss per share is equivalent to the basic loss per share.
10. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS
All items held as fair value through profit or loss were designated as such upon initial recognition. Movements in investment at fair value through profit or loss are summarised as follows:
| Quoted Investments |
| Year ended 31.12.2009
| Year ended 31.12.2008 |
|
|
| £ | £ |
|
|
|
|
|
| Opening cost |
| 1,845,066 | - |
| Opening unrealised gain/(loss) |
| (858,852) | - |
| Opening Valuation |
| 986,214 | - |
|
|
|
|
|
|
|
|
|
|
| Additions at cost |
| - | 1,845,066 |
| Disposal proceeds |
| (35,000) | - |
| Net profit/(loss) realised on disposal |
| 17,500 | - |
| Changes in fair value in the year |
| (261,991) | (858,852) |
|
|
| 706,723 | 986,214 |
|
|
|
|
|
| Closing cost |
| 1,827,566 | 1,845,066 |
| Closing unrealised gain/(loss) |
| (1,120,843) | (858,852) |
| Closing valuation |
| 706,723 | 986,214 |
|
|
|
In May 2008, the Company acquired 21,915,861 ordinary shares in European Islamic Investment Bank Plc ("EIIB") for a total consideration of £1,845,066. EIIB is traded on the AIM market of London Stock Exchange. At 31 December 2009, the share price of EIIB fell to 3.35 pence per share resulting to a loss arising from change in fair value made of £261,991.
The investment was determined by reference to market bid prices as at 31 December 2009.
The bid price of EIIB shares at 30 March 2010 was 3.60p, valuing the investment at £770,971.
11. INVESTMENT IN SUBSIDIARY
|
|
| Shares in Subsidiary | Loan to Subsidiary | Total |
|
|
| £ | £ | £ |
| Cost |
|
|
|
|
| At 1 January 2008 |
| - | - | - |
| Reclassification * |
| - | 5,000 | _5,000 |
| At 31 December 2008 |
| - | 5,000 | 5,000 |
|
|
|
|
|
|
| Additions |
| - | 174 | 174 |
| At 31 December 2009 |
| - | 5,174 | 5,174 |
|
|
|
|
|
|
| Provision |
|
|
|
|
| At 1 January 2008 and 2009 |
|
- |
- |
- |
| Charge |
| - | - | - |
| At 31 December 2009 |
| - | _______- | _ - |
|
|
|
|
|
|
| CARRYING VALUE |
|
|
|
|
| At 31 December 2009 |
| - | 5,174 | 5,174 |
| At 31 December 2008 |
| - | 5,000 | 5,000 |
|
|
|
|
|
|
On 28 August 2007, the Company acquired 1 ordinary share capital of Primefold Pte Ltd ("Primefold"), a company registered in Singapore for SGD1 (£0.30). The acquisition comprises the total issued share capital of Primefold. Primefold subsequently changed its name to Tembusu Invest Pte Ltd ("TIPL"). TIPL has not started trading during the year. The Company has not prepared consolidated financial statements as TIPL is dormant and not material to be consolidated.
* The loan amount due from TIPL was reclassified from current assets to non current assets in the year ended 31 December 2008, as the amount is not recoverable within one year.
In the opinion of the directors, the aggregate value of the company's investment in subsidiary undertakings is not less than the amount included in balance sheet.
The details of the subsidiary are as follows:
| Name of Company | County of Incorporation | Shareholdings | Principal Activity |
|
|
|
|
|
| Tembusu Invest Pte Ltd | Singapore | 100% | Dormant |
| Name of Company |
| Loss for the year | Aggregate capital and reserves |
|
|
| £ | £ |
| Tembusu Invest Pte Ltd |
| (1,135) | 610 |
| 12. | TRADE AND OTHER RECEIVABLES | 31.12.09 | 31.12.08 |
|
|
| £ | £ |
|
|
|
|
|
|
|
|
|
|
|
| Prepayments | 4,165 | 2,500 |
|
|
| 4.165 | 2,500 |
|
|
|
|
|
| 13. | CASH AND CASH EQUIVALENTS | 31.12.09 | 31.12.08 |
|
|
| £ | £ |
|
|
|
|
|
|
| Bank fixed deposits | - | 1,169,503 |
|
| Bank current accounts | 1,096,189 | 17,319 |
|
|
| 1,096,189 | 1,186,822 |
|
|
|
|
|
| 14. | TRADE AND OTHER PAYABLES | 31.12.09 | 31.12.08 |
|
|
| £ | £ |
|
| Current: |
|
|
|
| Trade payables | 20,950 | 45,355 |
|
| Accrued expenses | 11,800 | 22,050 |
|
|
| 32,750 | 67,405 |
|
|
|
|
|
Trade payable and accruals principally comprise amounts outstanding for ongoing expenses
15. CALLED UP SHARE CAPITAL
| Authorised Number | Class | Nominal 31.12.09 Value £ | 31.12.08 £ |
|
|
|
|
|
| 500,000,000 | Ordinary | 1p 5,000,000 | 5,000,000 |
|
|
|
|
|
| Allotted, issued and fully paid |
|
|
|
|
|
|
|
|
| 60,000,000 | Ordinary | 1p 600,000 | 600,000 |
16. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS AND RESERVES
|
| Share Capital | Share Premium | Retained Loss |
Total |
|
| £ | £ | £ | £ |
|
|
|
|
|
|
| At 1 January 2008 | 600,000 | 2,504,061 | (19,118) | 3,084,943 |
| Loss after tax for the year | - | - | (971,811) | (971,811) |
|
|
|
|
|
|
| At 1 January 2009 | 600,000 | 2,504,061 | (990,929) | 2,113,132 |
| Loss after tax for the year | - | - | (333,679) | (333,679) |
|
|
|
|
|
|
| At 31 December 2009 | 600,000 | 2,504,061 | (1,324,608) | 1,779,453 |
|
|
|
|
|
|
17. RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS
|
| Year ended 31.12.09 | Year ended 31.12.08 |
|
| £ | £ |
|
|
|
|
| Loss before interest and tax | (355,505) | (1,069,905) |
| Provision for quoted investment | (261,991) | (858,852) |
|
| (93,514) | (211,053) |
|
|
|
|
| (Increase)/decrease in trade and other receivables | (1,665) | 1,615 |
| (Decrease)/increase in trade and other payables | (34,658) | (45,092) |
|
|
|
|
| Cash generated from operations | (129,837) | (254,532) |
|
|
|
|
18. FINANCIAL COMMITMENTS
Capital commitments
There was no capital expenditure that had been contracted for at the balance sheet date but not yet incurred.
19. RELATED PARTY TRANSACTIONS
During the year, Total Holdings Limited paid on behalf of the Company £24,189 (2008 - £nil) in respect of corporate and administrative services to a third party. The total amount was reimbursed by the Company during the year. At the year end, there was no balance outstanding (2008 - £nil) due to Total Holdings Limited.
During the year, the Company advanced a loan of £174 (2008 - £5,000) to its subsidiary Tembusu Invest Pte Ltd, a company incorporated in Singapore. The balance outstanding at the year end was £5,174 (2008 - £5,000). The loan is interest free and has no fixed repayment date.
20. CONTINGENT LIABILITIES
The Company has no contingent liabilities arising in respect of legal claims arising from the ordinary course of business and it is not anticipated that any material liabilities will arise from the contingent liabilities other than those provided for.
21. POST BALANCE SHEET EVENTS
On 13 January 2010, Vantage Corporation Limited ("VCL"), the Company's controlling shareholder and parent company of Total Holdings Limited, Tembusu's parent company, has distributed its Total Holdings Limited shares to Vantage shareholders ("Vantage Distribution"). There are approximately 3400 Vantage shareholders who are now directly interested in the share capital of Total Holdings Limited ("Total Holdings Shareholders"). The Company is not aware of any Total Holdings Shareholders being interested in more than 30% of Total Holdings Limited.
22. ULTIMATE CONTROLLING PARTY
The immediate parent company is THL, a company incorporated in Cayman Island. The intermediate parent company is ("VCL"), a company incorporated in Singapore and VCL's is owned by 3370 shareholders mainly from Singapore and Malaysia. The consolidated financial statements for VCL can be obtained from 120 Robinson Road #13-02, Parakou Building, Singapore 068913.