26 Sep 2011 16:00
TEMBUSU INVESTMENTS LIMITED
("Tembusu" or the "Company")
UNAUDITED HALF-YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2011
26 September 2011
CHAIRMAN'S STATEMENT
The Company was not active last year.
The Company will continue to look for opportunities especially in areas related to natural resources. For that reason, the Company is proposing a change in its investing policy.
Investing policy
On 14 September 2011, the Company sent out a notice of general meeting to shareholders in order to seek approval for a change in its investing policy. The proposed resolution is as follows:
The Company's Investing Policy is to focus on building up businesses, or alternatively identifying and acquiring quoted and unquoted businesses, that are involved in providing services and facilities to support, assist and serve the natural resources industries, in particular exploration, mining and extraction of resources. The services and facilities that are to be within the scope of the investing strategy will include transportation, logistics, processing, testing and storage. The investing strategy will extend to companies and businesses that are engaged in trading of natural resource products and commodities, including but not limited to coal, owning natural resources, mines and tenements and exploration and extraction rights for natural resources of any kind, developing and construction of infrastructure for transportation, including building roads and building and owning plants for the conversion and processing of coal to useable fuel in each case in any part of the world.
The Company's investment strategy will continue to include real estate, investment and development, including the operation of businesses that can be combined with real estate interests 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 in relation to the natural resource sector, including exploration, processing, inspection, testing, aviation, maintenance and similar activities and in the real estate sector, real estate, education, hotels, 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 businesses where it would be a passive investor, but where those investments provide the opportunity for enhancing the growth prospects of the Company.
With regard 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 hiring appropriate persons to build up a business or by outright acquisition or by the acquisition of assets, including 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 Director 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, and schemes of arrangement or liquidation.
Chan Fook Meng
Chairman
For further information, contact:
Tembusu Investments Limited | |
Chan Fook Meng, Chairman | Tel: + 65 6236 2984 |
Lai Seng Kwoon, Non-Executive Director | Tel: + 65 6236 5710 |
Allenby Capital Limited | |
Brian Stockbridge | Tel: +44 20 3328 5656 |
Tembusu Investments Limited | ||||||||||||
STATEMENT OF COMPREHENSIVE INCOME FOR SIX MONTHS ENDED 30 JUNE 2011 | ||||||||||||
From | From | From | ||||||||||
1 Jan 11 | 1 Jan 10 | 1 Jan 10 | ||||||||||
Note | to 30 Jun 11 | to 31 Dec 10 | to 30 Jun 10 | |||||||||
(Unaudited) | (Audited) | (Unaudited) | ||||||||||
£ | £ | £ | ||||||||||
Other operating expenses | (134,400) | (207,788) | (71,417) | |||||||||
Unrealised gain (losses) on financial assets designated at fair value | ||||||||||||
through profit or loss | 128,495 | (53,540) | (107,079) | |||||||||
Operating loss | (5,905) | (261,328) | (178,496) | |||||||||
Bank interest income | 110 | 89 | 89 | |||||||||
Other income | - | 1,389 | - | |||||||||
Loss on ordinary activities before taxation | (5,795) | (259,850) | (178,407) | |||||||||
Taxation | - | - | - | |||||||||
Retained loss for the financial period | (5,795) | (259,850) | (178,407) | |||||||||
Loss per ordinary share (pence) - basic | 3 | (0.009) | (0.433) | (0.297) | ||||||||
Loss per ordinary share (pence) - diluted | (0.009) | (0.433) | (0.297) | |||||||||
The Company's loss arises from continuing operations.
There were no recognised gains or losses other than those recognised in the income statements.
Tembusu Investments Limited | |||||||||||
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011 | |||||||||||
As at | As at | As at | |||||||||
30 June 11 | 31 Dec 10 | 30 June 10 | |||||||||
Note | (Unaudited) | (Audited) | (Unaudited) | ||||||||
£ | £ | £ | |||||||||
ASSETS | |||||||||||
Non-current assets | |||||||||||
Investments | 1 | 1 | - | ||||||||
Financial assets designated at fair value through profit or loss | 781,679 | 653,183 | 599,645 | ||||||||
781,680 | 653,184 | 599,645 | |||||||||
CURRENT ASSETS | |||||||||||
Trade and other receivables | 14,655 | 24,208 | 5,908 | ||||||||
Cash and cash equivalents | 964,901 | 914,414 | 1,027,193 | ||||||||
979,556 | 938,622 | 1,033,101 | |||||||||
LIABILITIES | |||||||||||
Current liabilities | |||||||||||
Trade and other payables | (47,428) | (72,203) | (31,700) | ||||||||
NET CURRENT ASSETS | 932,128 | 866,419 | 1,001,401 | ||||||||
NET ASSETS | 1,713,808 | 1,519,603 | 1,601,046 | ||||||||
SHAREHOLDERS' EQUITY | |||||||||||
Called up share capital | 700,000 | 600,000 | 600,000 | ||||||||
Share premium account | 2,604,061 | 2,504,061 | 2,504,061 | ||||||||
Accumulated loss | (1,590,253) | (1,584,458) | (1,503,015) | ||||||||
TOTAL EQUITY | 1,713,808 | 1,519,603 | 1,601,046 | ||||||||
Tembusu Investments Limited | ||||||||||
CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 JUNE 2011 | ||||||||||
Period ended | Year ended | Period ended | ||||||||
30 June 11 | 31 Dec 10 | 30 June 10 | ||||||||
(Unaudited) | (Audited) | (Unaudited) | ||||||||
Note | £ | £ | £ | |||||||
Cash outflow from operating activities | 4 | (149,623) | (181,816) | (69,037) | ||||||
Cashflow from investing activities | 5 | 110 | 89 | 89 | ||||||
Cashflow from financing activities | 200,000 | - | - | |||||||
(DECREASE) IN CASH FOR THE PERIOD | 50,487 | (181,727) | (68,948) | |||||||
CASH AT THE BEGINNING OF THE PERIOD | 914,414 | 1,096,141 | 1,096,141 | |||||||
CASH AT THE END OF THE PERIOD | 964,901 | 914,414 | 1,027,193 | |||||||
Tembusu Investments Limited | |||||||
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR PERIOD ENDED 30 JUNE 2011 | |||||||
Share | Share | Accumulated | Total | ||||
capital | premium | losses | |||||
Balance at 31 December 2009 | 600,000 | 2,504,061 | (1,324,608) | 1,779,453 | |||
Loss for the period | - | - | - | (178,407) | (178,407) | ||
Balance at 30 June 2010 | 600,000 | 2,504,061 | (1,503,015) | 1,601,046 | |||
Loss for the period | - | - | (81,443) | (81,443) | |||
Balance at 31 December 2010 | 600,000 | 2,504,061 | (1,584,458) | 1,519,603 | |||
Loss for the period | 100,000 | 100,000 | (5,795) | 194,205 | |||
Balance at 30 June 2011 | 700,000 | 2,604,061 | (1,590,253) | 1,713,808 | |||
NOTES TO THE HALF-YEARLY REPORT
1 The Company was incorporated in Bermuda on 21 March 2007 and was admittedto the AIM market of the London Stock Exchange ('AIM') on 11 May 2007, when it commenced its business. This half-yearly report has been prepared in accordance with International Financial Reporting Standards and on the historical cost basis, using generally recognised accounting principles and using the accounting policies which are consistent with those set out in the Company's Annual Report and Accounts for the year ended 31 December 2010.
As at that date of authorisation of these financial statements, the following Standards and Interpretations, have been issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC), but are not yet effective and, therefore, have not been adopted by the Company:
Standards
IFRS 9 - Financial Instruments (Issued Nov 2009)
IFRS10 - Consolidated Financial Statements (Issued May 2011)
IFRS 11 - Joint Arrangements (Issued May 2011)
IFRS 12 - Disclosures of Interests in Other Entities (Issued May 2011)
IFRS 13 - Fair Value Measurement (Issued May 2011)
IAS 27 - Separate Financial Statements (Issued May 2011)
IAS 28 - Investments in Associates and Joint Ventures (Issued May 2011)
The half-yearly report for the six months to 30 June 2011, which complies with IAS34, was approved by the Board on 26 September 2011.
2 The Directors do not recommend the payment of a dividend.
3 The basic and diluted earnings per share are based on the loss for the financial period of £5,795 (30 June 2010: -£178,407; 31 December 2010: -£259,850) and the following weighted average number of shares in issue during the period ended 30 June 2011:
basic and diluted: 65,911,602 (30 June 2010: 60,000,000; 31 December 2010: 60,000,000)
4 Reconciliation of operating loss to net cash inflow from operating activities
Period ended | Year ended | Period ended | ||||||||||
30 June 11 | 31 Dec 10 | 30 June 10 | ||||||||||
(Unaudited) | (Audited) | (Unaudited) | ||||||||||
£ | £ | £ | ||||||||||
Operating loss | (5,905) | (261,328) | (178,496) | |||||||||
Provision for quoted investments | (128,495) | 53,540 | 107,079 | |||||||||
(134,400) | (207,788) | (71,417) | ||||||||||
(Increase) / decrease in trade and other receivables | 9,552 | (14,870) | (1,743) | |||||||||
Increase / (decrease) in trade and other payables | (24,775) | 39,453 | 4,123 | |||||||||
Other income derived from written-off of payables | - | 1,389 | - | |||||||||
(149,623) | (181,816) | (69,037) | ||||||||||
5 Cashflow from investing activities
Period ended | Year ended | Period ended | ||||||||
30 June 11 | 31 Dec 10 | 30 June 10 | ||||||||
£ | £ | £ | ||||||||
Sale of held-for-trading investment | - | - | - | |||||||
Bank interest | 110 | 89 | 89 | |||||||
Net cash inflow from investing activities | 110 | 89 | 89 | |||||||
6 The issued share capital as at 30 June 2011 was 70,000,000 ordinary shares of 1p each and as at 30 June 10 and 31 December 2010 was 60,000,000 ordinary shares of 1p each respectively.
On 15 March 2011, the company issued 10,000,000 new ordinary shares at 2 pence per ordinary share raising £0.2m. As part of the share issue, warrants were issued to subscribe for 30,000,000 new ordinary shares.
The Warrants have an expiry date of 28 February 2013 and are conditional inter alia, on the Subscriber introducing an acquisition with certain defined parameters. Of the Warrants, 10,000,000 are exercisable at a price of 4p per share, 10,000,000 are exercisable at a price of 6p per share and the remaining 10,000,000 are exercisable at a price of 8p per share
7 The preceding unaudited results for the period ended 30 June 2011 do not constitute statutory accounts under the Bermuda Act 1981. The comparative figures for the year ended 31 December 2010 are extracted from the statutory financial statements, which contain an unqualified report.
8 The half-yearly report is available from the Company's website (www.tembusuinvestments.com).