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Interim Financial Report

5 Sep 2013 07:00

RNS Number : 2500N
Origo Partners PLC
05 September 2013
 

5 September 2013

 

Origo Partners Plc

("Origo" or the "Group")

Interim Financial Report for the six months ended 30 June 2013

 

 

Highlights for the six months ended 30 June, 2013 ("the Period"):

 

· Total investments of US$4.2 million in existing portfolio companies

· Investment loss of US$37.1 million (30 June 2012 investment loss: US$38.6 million)

· Loss before tax of US$40.1 million (30 June 2012 loss before tax: US$37.3 million)

· Net asset value of US$131.2 million (31 December 2012: US$171.5 million, 30 June 2012: US$204.2 million)

· Net asset value per share of US$0.38 (31 December 2012: US$0.49), equivalent to 25 pence (31 December 2012: 30 pence)*

· Closing net cash position of US$8.9 million

* translated into British Sterling at the prevailing exchange rate at the end of the Period

 

Chief Executive's Statement

 

The global economic uncertainty which characterised the majority of 2012 has continued into the first half of 2013, creating a very difficult operating environment for Origo and a number of our portfolio companies. It is against this backdrop of uncertainty that, as previously announced, the Group completed a strategic review and adjusted our current strategy accordingly.

 

The revised strategy is made up of four key elements: a significant reduction in operating costs; a halt to new investments until further notice; a renewed focus on creating realisations; and the postponement of our planned expansion in Myanmar. Whilst the implementation of the revised strategy will have a significant impact on both the Group and our employees, the Board believes that it is necessary and in the interests of our shareholders.

 

We believe the revised strategy will enable us to maximise shareholder value and ensure that the Group is positioned to endure the on-going period of economic uncertainty whilst enabling us to focus on delivering value from our existing investments.

 

In line with the Groups cautious approach to capital management, in February of this year, we successfully extended the maturity of our convertible zero-dividend preference shares ("C-ZDPs") by 18 months to September 2017. As a result we have no significant near term debt maturities.

 

In the period, the Remuneration Committee commissioned an independent third-party study to benchmark the compensation of Origo's executive directors and senior professionals. The study found the compensation of Origo's executives and staff ranks in the lowest quartile of a broad peer-group of investment vehicles of similar size. This reflects the 73 per cent decline in Directors' remuneration since 2008 and the fact that there has been no increase in the cash element of the executive directors' remuneration from 2007 to 2012. Nevertheless, the Remuneration Committee will continue to keep all elements of the Company's policies under review to ensure they are commensurate with the Group's financial and operating performance.

 

Financial performance

 

In general, the underlying performance of our portfolio during the first half of 2013 has been satisfactory, in spite of the continuing economic and political challenges in both Mongolia and China.

 

However, the Directors' estimate of the fair value of Origo's portfolio of investments decreased to US$174.5 million from US$209.0 million as at 31 December 2012, after total investments of US$4.2 million in existing portfolio companies during the Period. The decrease principally reflects a reduction in the fair value of two key investments.

 

We reduced the carrying value of our investment in Gobi Coal and Energy by 50 per cent from US$53.6 million to US$26.8 million, reflecting the depressed valuations of junior mining companies across the world, pricing developments at the Chinese/Mongolian border, and negative investor sentiments towards Mongolia.

 

We also wrote off the total value of our position in R M Williams Agricultural Holdings ("RMWAH") to zero. We had already written down the equity value in the business as of year-end 2012 in the context of difficulties in refinancing a senior bank debt facility. As the company has subsequently entered into administration, the Directors have decided to write off the remaining equity value and adopt the same treatment of our second ranking debt position until such time the realization strategy, and resulting recoveries, becomes clear.

 

Total other administrative expenses reached US$7.9 million (30 June 2012: US$4.5 million), which include one-off provisions of US$3.7 million in respect of debts from RMWAH and certain portfolio companies and US$0.6 million in respect of pension accruals which had not been recognized in the periods to which they relate.

 

The Group recorded a loss before tax of US$40.1 million, compared to a loss before tax of US$37.3 million in the corresponding period in 2012.

 

At the end of the Period, the Group had cash and cash equivalents of US$14.7 million compared to US$35.6 million as at June 30 2012. Payables to debtors and other liabilities equalled US$5.8 million (excluding USR fair value movements, provisions for performance incentives and the liability component of the C-ZDP) leaving the Group with a net cash position of US$8.9 million.

 

The Group also has interests totalling US$9.5 million in listed investments and funds it manages which invest in quoted investments. Additionally, Origo holds a US$15million partnership interest in China Cleantech Partners, which remains uncommitted.

 

The Group reported net asset value of US$131.2 million at the end of the Period, compared to US$171.5 million as at 31 December 2012 and US$204.2 million as at 30 June 2012, representing a net asset value per share of US$0.38.

 

Strategy and outlook

 

Apparently concerned with a slowing economy, Chinese Premier Li Keqiang launched a "mini-stimulus" underpinning GDP growth in the first half of 2013. This clearly shows the new leadership will use both fiscal and monetary policies to ensure that growth is upheld, new jobs are created and a hard landing in China avoided. The plans focused on how to stimulate less developed areas through telecommunications upgrades, investments in environmental technologies and energy conservation as well as a railway construction plan for western China, all aimed at stimulating growth and sustainable development.

 

If the administration thinks intervention is required to meet short term GDP targets, then we expect that fiscal measures are more likely than monetary ones. China simply has too large of a "cash build up" both domestically and abroad and more of this cash will need to be invested, probably in November and December 2013.

 

The new leadership in Beijing seems to fundamentally believe in the market economy. Current reforms are aimed at stimulating growth, particularly in private investment, which are good signs for the stability of the economy and the country itself. We therefore expect the third plenary session of the 18th National Congress of the Communist Party of China in Beijing will see more financial reform and continued directed fiscal measures to support growth, but sweeping land and SOE reforms will take longer to deliver.

 

The re-election of the incumbent Government in Mongolia has been positive, and there are encouraging signs that the Government will take a more pragmatic approach to resource nationalism. The implementation of the New Security Law, recent announcements regarding the development of Oyu Tolgoi and proceeds from Sovereign Bond issues may prove to be key catalysts for future economic growth and foreign investment. This may in time lead to improved prospects for exits and other value creating transactions, however, despite these positive steps the Mongolian economy remains in a fragile state, as evidenced by the Tugrik's depreciation this year. The situation in Mongolia is improving.

 

Additionally, in spite of the continuing uncertainty in international commodity markets, we remain convinced that the key underlying drivers of demand for commodities such as coal and copper remain strong.

 

Despite what has undoubtedly been an extremely challenging period for Origo, we continue to believe in the fundamental quality of our investments. Achieving exits in the current market will be difficult, however we are confident that our aggressive cost cutting, lack of near term debt maturities and cautious approach to making investments will provide us with the flexibility to realise exits at a level which delivers maximum value for shareholders.

 

The strategic and cost cutting initiatives are being monitored on an on-going basis by the Board and senior management and, should prevailing market conditions change, the Company will provide updates as appropriate on their impact on these initiatives.

 

 

 

ENDS

 

Origo Partners plc

Chris Rynning

Niklas Ponnert

 

chris@origoplc.com

niklas@origoplc.com

 

Nominated Adviser and Joint Broker:

Liberum Capital Limited

Simon Atkinson / Richard Bootle

 

+44 (0)20 3100 2222

Joint Broker:

Investec Plc

Tim Mitchell / Jeremy Ellis

+44 (0)20 7597 4000

Public Relations:

Aura Financial

Andy Mills / Harry Cameron

+44 (0)20 7321 0000

 

 

 

AUDITORS' INDEPENDENT REVIEW REPORT

 

Introduction

 

We have been engaged by the Company to review the set of financial statements in the interim financial report for the six months ended 30 June 2013 which comprises the interim consolidated statement of comprehensive income, the interimconsolidated statement of financial position, the interimconsolidated statement of cash flows, the interimconsolidated statement of changes in equity and the related notes 1 to 24. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim set of financial statements.

 

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" ("ISRE 2410") issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

 

Directors' responsibilities

 

The interim financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the interim financial report in accordance with International Accounting Standard 34, "Interim Financial Reporting" ("IAS 34").

 

As disclosed in note 2.1, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards issued by the Accounting Standards Board and adopted for the use in the European Union. The set of financial statements in the interim financial report has been prepared in accordance with IAS 34.

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the set of financial statements in the interim financial report based on our review.

 

Scope of review

 

We conducted our review in accordance with ISRE 2410 (UK and Ireland) issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the set of financial statements in the interim financial report for the six months ended 30 June 2013 are not prepared, in all material respects, in accordance with IAS 34.

 

 

 

 

 

 

Ernst & Young LLC

Chartered Accountants

Isle of Man

4 September 2013

 

 

 

Origo Partners Plc

 

Interim Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2013

(Unaudited)

Six months ended

30 June 2013

(Unaudited)

Six months ended

30 June 2012

Notes

US$'000

US$'000

Investment (loss)/income:

3

Realised (losses) on disposal of investments

(6,708)

(236)

Unrealised (losses) on investments

(31,076)

(39,445)

Share of (loss) of an associate

-

(2)

Share of (loss) of joint ventures

(40)

(18)

Income from loans

691

1,021

Dividends

13

49

 

(37,120)

(38,631)

Fund Consulting fee

23

-

Consulting services (payable)

4

(108)

(165)

Other income

15

61

Performance fee

- Performance fee receivable from external funds

-

-

- Performance incentive

5

2,974

7,395

Share-based payments

21

(76)

513

Other administrative expenses

6

(7,925)

(4,480)

Net loss before finance costs and taxation

(42,217)

(35,307)

Foreign exchange (losses)/ gains

(346)

22

Finance income

9

428

211

Finance costs

9

2,014

(2,212)

(Loss) before tax

(40,121)

(37,286)

Income tax

10

(34)

104

(Loss) after tax

(40,155)

(37,182)

Other comprehensive (loss)

Other comprehensive income to be reclassified to profit or loss in subsequent periods:

Exchange differences on translating foreign operations

(40)

(2)

Tax on other comprehensive (loss)

-

-

Net other comprehensive (loss) to be reclassified to profit or loss in subsequent periods

(40)

(2)

Total comprehensive (loss) after tax

(40,195)

(37,184)

(Loss) after tax

Attributable to:

- Owners of the parent

(40,015)

(36,756)

- Non-controlling interests

(140)

(426)

(40,155)

(37,182)

Total comprehensive (loss)

Attributable to:

- Owners of the parent

(40,055)

(36,758)

- Non-controlling interests

(140)

(426)

 

(40,195)

(37,184)

Basic (loss) per share

11

(11.52) cents

(10.50) cents

Diluted (loss) per share

11

(11.52) cents

(10.50) cents

 

The accompanying notes form an integral part of these financial statements.

Origo Partners Plc

 

Interim Consolidated Statement of Financial Position

As at 30 June 2013

Assets

Notes

(Unaudited)

30 June 2013

US$'000

(Unaudited)

30 June 2012

US$'000

(Audited)

31December 2012

US$'000

Non-current assets

Property, plant and equipment

105

147

124

Intangible assets

9

15

11

Investments at fair value through profit or loss

12

132,871

186,369

164,587

Loans

14

7,467

14,831

7,199

Investment in joint ventures

13

40

48

53

Derivative financial assets

15

615

3,854

927

 

141,107

205,264

172,901

Current assets

Inventories

3

2

-

Trade and other receivables

16

5,382

6,355

7,823

Loans due within one year

14

33,535

24,627

36,263

Cash and cash equivalents

14,692

35,597

25,064

 

53,612

66,581

69,150

Total assets

194,719

271,845

242,051

Current liabilities

Short-term borrowings

1,200

-

-

Trade and other payables

17

1,557

911

1,552

Performance incentive payable within one year

17

233

-

233

2,990

911

1,785

Non-current liabilities

Liability component of convertible zero

dividend preference shares

18

55,833

58,697

60,877

Provision

19

1,871

6,596

5,080

Deferred income tax liability

2,843

1,442

2,809

60,547

66,735

68,766

Net assets

131,182

204,199

171,500

Equity attributable to owners of the parent

Issued capital

20

55

56

55

Share premium

150,302

151,023

150,379

Share-based payment reserve

6,411

5,876

6,109

Retained earnings

(31,609)

40,734

9,241

Translation reserve

(1,417)

(1,429)

(1,377)

Equity component of convertible zero

dividend preference shares

8,297

7,462

7,462

Other reserve

(2,218)

(1,826)

(2,244)

129,821

201,896

169,625

Non-controlling interests

1,361

2,303

1,875

Total equity

131,182

204,199

171,500

Total equity and liabilities

194,719

271,845

242,051

The accompanying notes form an integral part of these financial statements.

Origo Partners Plc

 

Interim Consolidated Statement of Cash Flows

For the six months ended 30 June 2013

(Unaudited)

(Unaudited)

Six months ended

Six months ended

30 June 2013

30 June 2012

Notes

US$'000

US$'000

Loss before tax

(40,121)

(37,286)

Adjustments for:

Depreciation and amortisation

6

25

26

Performance incentive

5

(2,974)

(7,395)

Share-based payments

21

76

(513)

Provision for bad debts

6

3,650

1,230

Realised losses on disposal of investments

3

6,708

236

Unrealised losses on investments at FVTPL*

3

29,118

36,363

Unrealised losses/(gains) on loans

3

1,643

(55)

Fair value losses on derivative financial assets

3

315

3,137

Share of loss of an associate

3

-

2

Share of loss of joint ventures

3

40

18

(Income) from loans

3

(691)

(1,021)

Foreign exchange (gains)/losses

346

(22)

Interest expenses of convertible zero dividend preference shares

9

(2,044)

2,102

Purchases of investments at FVTPL

(236)

(4,675)

Purchases of loans

(4,001)

(5,908)

Proceeds from disposals of investments at FVTPL

905

1,139

Proceeds from disposals of other investments

-

11

Operating loss before changes in working capital and provisions

(7,240)

(12,611)

(Increase) in trade and other receivables

(698)

(202)

(Increase)/decrease in trade and other payables

5

(121)

(Increase) in inventories

(3)

-

Net cash outflow from operations

(7,936)

(12,934)

Investing activities

(Purchases) of property, plant and equipment

(3)

(16)

Net cash flows outflow from investing activities

(3)

(16)

Financing activities

Repayment of short-term borrowings

-

(8,544)

Short-term borrowings

1,200

-

Redemption of convertible zero dividend preference shares

(3,000)

-

Subscription(MSE)

324

-

Redemption(CCF&MSE)

(698)

-

Net cash flows (outflow) from financing activities

(2,174)

(8,544)

Net (decrease) in cash and cash equivalents

(10,113)

(21,494)

Effect of exchange rate changes on cash and cash equivalents

(258)

236

Cash and cash equivalents at beginning of period

25,064

56,855

Cash and cash equivalents at end of period

14,692

35,597

 

* FVTPL refers to fair value through profit or loss

 

The accompanying notes form an integral part of these financial statements.

Origo Partners Plc

 

Interim Consolidated Statement of Changes in Equity

For the six months ended 30 June 2013

 

Attributable to equity holders of the parent

Issued capital

US$'000

Share premium

US$'000

Share-

based payment reserve

US$'000

Retained earnings

US$'000

Equity component of C-ZDPs*

US$'000

Other reserve

US$'000

Translation reserve

US$'000

Total

US$'000

Non-controlling interests

US$'000

Total

equity

US$'000

At 1 January 2013

55

150,379

6,109

9,241

7,462

(2,244)

(1,377)

169,625

1,875

171,500

Loss for the period

-

-

-

(40,015)

-

-

-

(40,015)

(140)

(40,155)

Other comprehensive loss

-

-

-

-

-

-

(40)

(40)

-

(40)

Total comprehensive loss

-

-

-

(40,015)

-

-

(40)

(40,055)

(140)

(40,195)

C-ZDPs restructure

-

-

-

(835)

835

-

-

-

-

-

Own share acquired

-

(77)

-

-

-

26

-

(51)

-

(51)

Unrealized losses reversed

-

-

-

-

-

-

-

-

-

-

Share-based payment expense

-

-

302

-

-

-

-

302

-

302

Minority interests

-

-

-

-

-

-

-

-

(374)

(374)

At 30 June 2013

55

150,302

6,411

(31,609)

8,297

(2,218)

(1,417)

129,821

1,361

131,182

 

 

 

Attributable to equity holders of the parent

Issued capital

US$'000

Share premium

US$'000

Share-

based payment reserve

US$'000

Retained earnings

US$'000

Equity component of C-ZDPs*

US$'000

Other reserve

US$'000

Translation reserve

US$'000

Total

US$'000

Non-controlling interests

US$'000

Total

equity

US$'000

At 1 January 2012

56

151,023

5,528

77,490

7,462

(1,950)

(1,427)

238,182

2,388

240,570

Loss for the period

-

-

-

(36,756)

-

-

-

(36,756)

(426)

(37,182)

Other comprehensive loss

-

-

-

-

-

-

(2)

(2)

(2)

Total comprehensive loss

-

-

-

(36,756)

- 

- 

(2)

(36,758)

(426)

(37,184)

Unrealized losses reversed

-

-

-

-

-

124

-

124

-

124

Share-based payment expense

-

-

348

-

-

-

-

348

-

348

Minority interests

-

-

-

-

-

-

-

-

341

341

At 30 June 2012

56

151,023

5,876

40,734

7,462

(1,826)

(1,429)

201,896

2,303

204,199

 

* C-ZDPs refers to convertible zero dividend preference shares.

 

The following describes the nature and purpose of each reserve within parent's equity:

 

Reserve

Description and purpose

Share premium

Amounts subscribed for share capital in excess of nominal value.

Share-based payment reserve

Equity created to recognise share-based payment expense.

Equity component of C-ZDPs

Convertible zero dividend preference shares.

Other reserve

Equity created to recognise fair value change of available-for-sale investments and own share acquired.

Translation reserve

Equity created to recognise foreign currency translation differences.

 

 

The accompanying notes form an integral part of these financial statements.

1 General information

 

Origo Partners Plc is a limited liability company incorporated and domiciled in the Isle of Man whose shares are publicly traded on the AIM market of the London Stock Exchange.

 

The Company and its subsidiaries are collectively referred to as the Group.

 

The principal activities of the Group are private equity investment, focused exclusively on growth opportunities created by the urbanization and industrialization of China and Mongolia.

 

These interim consolidated financial statements have been approved and authorised for issue by the Company's board of directors on 4 September 2013.

 

2 Basis of preparation and significant accounting policies

 

2.1 Basis of preparation

 

These interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".

 

These interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2012.

 

2.2 Significant accounting policies

 

The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2012.

 

The following amendments to IFRSs standards did not have any impact on the accounting policies, financial position or performance of the Group:

 

IFRS 7 Amendment to offsetting financial assets and liabilities

IAS 19 Amendment to employee benefits

 

IAS 1 Presentation of Items of Other Comprehensive Income - Amendments to IAS 1

 

The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income (OCI). Items that could be reclassified (or recycled) to profit or loss at a future point in time (e.g., net gain on hedge of net investment, exchange differences on translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) now have to be presented separately from items that will never be reclassified (e.g., actuarial gains and losses on defined benefit plans and revaluation of land and buildings). The amendment affected presentation only and had no impact on the Group's financial position or performance.

 

IFRS 13 Fair Value Measurement

 

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The application of IFRS 13 has not materially impacted the fair value measurements carried out by the Group.

 

The Group has not early adopted any other standard, interpretation or amendment that was issued but is not yet effective.

 

 

 

3 Investment (loss)/income

 

 

(Unaudited)

Six months

 ended

30 June 2013

US$'000

(Unaudited)

Six months

 ended

30 June 2012

US$'000

Realised (losses) on disposal of investments

(6,708)

(236)

- Investments at FVTPL

(1,917)

(94)

- Loans

(4,791)

-

- Available-for-sale investments

-

(142)

Unrealised (losses) on investments

(31,076)

(39,445)

- Investments at FVTPL

(29,118)

(36,363)

- Loans

(1,643)

55

- Derivative financial assets

(315)

(3,137)

Share of (loss) of an associate

-

(2)

Share of (loss) of joint ventures

(40)

(18)

Income from loans

691

1,021

Dividends

13

49

Total

(37,120)

(38,631)

 

 

4 Consulting services receivable/ (payable)

 

(Unaudited)

Six months

 ended

30 June 2013

US$'000

(Unaudited)

Six months

 ended

30 June 2012

US$'000

Consulting Services receivable

-

37

Consulting Services (payable)

(108)

(202)

Total

(108)

(165)

 

 

5 Performance incentive

 

 

(Unaudited)

Six months

 ended

30 June 2013

US$'000

(Unaudited)

Six months

 ended

30 June 2012

US$'000

Provision for performance incentive payable over one year*

2,974

7,395

Total

2,974

7,395

 

*Reversal of previously recognised performance incentive provision.

 

5 Performance incentive(Continued)

 

For the six months ended 30 June 2013, performance incentive accruals of US$1,739K was approved by the board of directors of the Company (other than Chris Rynning and Niklas Ponnert) at the board meeting held on 4 September 2013.

 

In determining the amount to be accrued, the board(i) assessed the amount of performance incentives arising on each and every individual investment under the terms of the Scheme; and (ii) capped the total amount to be accrued at the higher of a) 20 per cent of the accumulated gain (realised and unrealised) of the Group's portfolio of investments taking into account write-offs, realisations, and movements in the fair value of all investment completed from the time of admission until the balance sheet date and previous payments made under the Scheme; and b) 10 per cent of the accumulated gain (realised and unrealised) over the 10% hurdle on applicable companies in the Group's portfolio of Investments.

 

6 Other administrative expenses

 

 

(Unaudited)

Six months

 ended

30 June 2013

US$'000

(Unaudited)

Six months

 ended

30 June 2012

US$'000

Employee expenses

(1,982)

(1,867)

Professional fees

(1,310)

(442)

Including:

 -Audit fees

(109)

(88)

Depreciation expenses

(25)

(26)

Provision for bad debts*

(3,650)

(1,230)

Others

(958)

(915)

Total

(7,925)

(4,480)

 

*Provision for bad debts of US$3.40 million of US$3.65 million of other receivables due from R.M.Williams Agricultural Holdings Pty Ltd. Provision has been recognized only on receivables where it is considered there is a greater than 50% risk of failure.

7 Directors' remuneration

 

 

 

 

 

(Unaudited)

Six months

 ended

30 June 2013

US$'000

(Unaudited)

Six months

 ended

30 June 2012

US$'000

Directors' emoluments

541

380

Share-based payment expenses

(38)

(585)

 

 

 

 

503

(205)

 

Directors' remuneration for the six months ended 30 June 2013 and number of options held were as follows:

 

Name

Salaries*US$'000

Director FeeUS$'000

Share-based payments**US$'000

TotalUS$'000

Number of options

Mr. Wang Chao Yong

75

-

(42)

33

4,000,000

Mr. Chris A Rynning

165

-

2

167

3,500,000

Mr. Niklas Ponnert

139

-

2

141

5,300,000

Mr. Christopher Jemmett

-

56

-

56

100,000

Mr. Lionel de Saint Exupery

-

38

-

38

-

Mr. Tom Preststulen

-

38

-

38

-

Ms. Shonaid Jemmett Page

-

30

-

30

-

379

162

(38)

503

12,900,000

 

Directors' remuneration for the six months ended 30 June 2012 and number of options held were as follows:

Name

Salaries*US$'000

Director FeeUS$'000

Share-based payments**US$'000

TotalUS$'000

Number of options

Mr. Wang Chao Yong

75

-

(233)

(158)

4,000,000

Mr. Chris A Rynning

137

-

(176)

(39)

3,500,000

Mr. Niklas Ponnert

113

-

(176)

(63)

5,300,000

Mr. Christopher Jemmett

-

55

-

55

100,000

325

55

(585)

(205)

12,900,000

 

* Short term employee benefits

** Share-based payments refer to expenses arising from the Company's share option scheme (see note 21 for details).

 

 

8 Operating segment information

 

Operating segments are components of the entity whose results are regularly reviewed by the entity's chief operating decision-maker to make decisions about resources to be allocated to the segment and to assess its performance. The chief operating decision-maker for the Group is considered to be the Chief Executive Officer. The Group's operating segments has been defined based on the types of investments which was equity investment, debt instrument and partnership interest in 2013 and 2012.

 

For the six months ended 30 June 2013 (Unaudited)

 

Unlisted

Listed

Total

Equity

Debt

Partnership

Total

Equity

Debt

Partnership

Total

 

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

Investment loss:

Realised (losses) on disposal of investments

(1,635)

(4,791)

-

(6,426)

(282)

-

-

(282)

(6,708)

Unrealised (losses) on investments*

(26,751)

(1,521)

-

(28,272)

(2,682)

(120)

-

(2,802)

(31,074)

Share of (loss) of an associate

-

-

-

-

-

-

-

-

-

Share of (loss) of joint ventures

(14)

(26)

-

(40)

-

-

-

-

(40)

Income from loans

-

585

-

585

-

106

-

106

691

Dividends

-

-

-

-

13

-

-

13

13

(28,400)

(5,753)

-

(34,153)

(2,951)

(14)

-

(2,965)

(37,118)

Net divestment/(investment)

Net proceeds of divestment

-

-

-

-

905

-

-

905

905

Investment

(216)

(4,001)

-

(4,217)

(20)

-

-

(20)

(4,237)

Balance sheet

Investment portfolio*

112,050

38,857

15,000

165,907

6,252

2,369

-

8,621

174,528

 

* Derivative financial assets included except for derivative component of C-ZDPs.

 

The Group's geographical areas based on the location of investment assets (non-current assets), are defined primarily as China, Mongolia and Australia, as presented in the following table.

 

For the six months ended 30 June 2013 (Unaudited)

 

Europe

China

Mongolia

Rest of Asia

North America

SouthAfrica

Australia

Total

 

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

Investment income/(losses):

Realised (losses) on disposal of investments

-

-

(282)

-

-

-

(6,426)

(6,708)

Unrealised (losses)/gains on investments*

(506)

344

(29,186)

-

(422)

(1,304)

-

(31,074)

Share of (loss) of an associate

-

-

-

-

-

-

-

-

Share of (loss) of joint ventures

-

(40)

-

-

-

-

-

(40)

Income from loans

117

468

106

-

-

-

-

691

Dividends

-

-

13

-

-

-

-

13

(389)

772

(29,349)

-

(422)

(1,304)

(6,426)

(37,118)

Net divestment/(investment)

Net proceeds of divestment

-

-

905

-

-

-

-

905

Investment

(984)

-

(20)

-

-

(1,294)

(1,939)

(4,237)

Balance sheet

Investment portfolio*

5,900

112,990

45,121

-

1,113

9,404

-

174,528

 

 

8 Operating segment information (Continued)

 

For the six months ended 30 June 2012 (Unaudited)

 

Unlisted

Listed

Total

Equity

Debt

Partnership

Total

Equity

Debt

Partnership

Total

 

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

Investment loss:

Realised (losses) on disposal of investments

-

-

-

-

(236)

-

-

(236)

(236)

Unrealised (losses) on investments*

(29,970)

(328)

-

(30,298)

(8,916)

-

-

(8,916)

(39,214)

Share of (loss) of an associate

-

(2)

-

(2)

-

-

-

-

(2)

Share of (loss) of joint ventures

(18)

-

-

(18)

-

-

-

-

(18)

Income from loans

-

1,021

-

1,021

-

-

-

-

1,021

Dividends

49

- 

-

49

-

-

-

-

49

(29,939)

691

-

(29,248)

(9,152)

-

-

(9,152)

(38,400)

Net divestment/(investment)

Net proceeds of divestment

-

-

-

-

1,150

-

-

1,150

1,150

Investment

-

(5,908)

-

(5,908)

(4,675)

-

-

(4,675)

(10,583)

Balance sheet

Investment portfolio*

158,890

43,282

12,500

214,672

15,027

-

-

15,027

229,699

 

* Derivative financial assets included except for derivative component of C-ZDPs.

 

The Group's geographical areas based on the location of investment assets (non-current assets), are defined primarily as China, Mongolia and Australia, as presented in the following table.

 

For the six months ended 30 June 2012 (Unaudited)

 

Europe

China

Mongolia

Rest of Asia

North America

SouthAfrica

Australia

Total

 

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

Investment income/(losses):

Realised (losses) on disposal of investments

(142)

-

(94)

-

-

-

-

(236)

Unrealised (losses)/gains on investments*

(196)

(1,090)

(27,054)

-

(1,499)

5

(9,380)

(39,214)

Share of (loss) of an associate

-

(2)

-

-

-

-

-

(2)

Share of (loss) of joint ventures

-

(18)

-

-

-

-

-

(18)

Income from loans

80

563

-

-

-

-

378

1,021

Dividends

-

44

5

-

-

-

-

49

(258)

(503)

(27,143)

-

(1,499)

5

(9,002)

(38,400)

Net divestment/(investment)

Net proceeds of divestment

11

-

1,139

-

-

-

-

1,150

Investment

- 

(7,292)

(2,541)

- 

- 

(750)

- 

(10,583)

Balance sheet

Investment portfolio*

5,163

75,902

113,139

- 

1,190

8,682

25,623

229,699

 

 

9 Finance income and costs

 

 

 

(Unaudited)

Six months ended

30 June 2013

US$'000

(Unaudited)

Six months ended

30 June 2012

US$'000

Finance income

Bank interest

428

211

428

211

Finance costs

Bank charges

(30)

(110)

Interest expenses of convertible zero

dividend preference shares

2,044

(2,102)

2,014

(2,212)

Total

2,442

(2,001)

 

 

10 Income tax

 

No provision for current tax was made for the year as the subsidiaries had no assessable profit. As the Company is not in receipt of income from Manx land or property and does not hold a Manx banking licence, it is taxed at the standard rate of zero per cent on the Isle of Man.

 

(Unaudited)

Six months ended

30 June 2013US$'000

(Unaudited)

Six months ended

30 June 2012US$'000

Current taxes

Current year

-

-

Deferred taxes

Deferred income taxes*

34

(104)

Total income taxes in the statement of comprehensive income

34

(104)

 

* The deferred income tax relates to net change in fair value gain/(loss) of Celadon Mining Ltd, China Rice Ltd, Unipower Battery Ltd, Niutech Energy Ltd and Beijing Rising Information Technology Ltd, estimated in accordance with the relevant tax laws and regulations in the PRC based on a tax rate of 10 per cent.

 

11 Loss per share

Numerator

(Unaudited)

Six months ended

30 June 2013

US$'000

(Unaudited)

Six months ended

30 June 2012

US$'000

(Loss) for the period attributable to owners of the parent

as used in the calculation of basic (loss) per share

(40,155)

(37,182)

(Loss) for the period attributable to owners of the parent

as used in the calculation of diluted (loss) per share

(40,155)

(37,182)

Denominator

(Unaudited)

30 June 2013

Number of shares

(Unaudited)

30 June 2012

Number of shares

Weighted average number of ordinary shares for basic (LPS)

348,528,207

354,183,558

Weighted average number of ordinary shares adjusted for the effect of dilution

348,528,207

354,183,558

Basic (LPS)

(11.52) cents

(10.50) cents

Diluted (LPS)

(11.52) cents

(10.50) cents

 

12 Investments at fair value through profit or loss

 

As at 30 June 2013 (Unaudited)

Name*

Country of incorporation

Fair Value hierarchy level

Proportion of ownership interest

Cost

US$'000

Fair value

US$'000

China Cleantech Partners****

 Cayman

3

50.1%

15,000

15,000

Trafigura Origo Joint Venture LLC*****

 Mongolia

3

50.0%

400

400

IRCA Holdings Ltd.

 British Virgin Islands

3

49.1%

9,505

-

Shanghai Yi Rui Tech New Energy Tecnology Ltd

 China

3

49.0%

675

688

Resources Investment Capital Ltd.

 British Virgin Islands

3

38.5%

287

287

Roshini International Bio Energy Corporation

 British Virgin Islands

3

35.9%

17,050

-

Kincora Copper Ltd***

 Canada

3

32.6%

6,824

2,976

China Rice Ltd

 British Virgin Islands

3

32.1%

13,000

19,348

R.M.Williams Agricultural Holdings Pty Ltd

 Australia

3

24.0%

20,214

-

Niutech Energy Ltd

 British Virgin Islands

3

21.1%

6,350

12,636

Moly World Ltd

 British Virgin Islands

3

20.0%

10,000

10,000

Unipower Battery Ltd

 Cayman Islands

3

16.5%

4,301

8,994

Fans Media Co., Ltd

 British Virgin Islands

3

14.3%

2,360

1,612

Gobi Coal & Energy Ltd***

 British Virgin Islands

3

14.0%

14,960

26,788

Celadon Mining Ltd

 British Virgin Islands

3

9.7%

13,069

23,930

Staur Aqua AS

 Norway

3

9.2%

719

247

TPL GmbH

 Germany

3

6.6%

2

2

Ares Resources

Mongolia

3

4.2%

148

137

Bach Technology GmbH

 Germany

3

2.5%

60

-

HaloSource, INC.

 USA

1

2.0%

3,121

1,113

Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd**

 British Virgin Islands

3

2%/1.6%

5,565

4,234

Kooky Panda Ltd

 Cayman Islands

3

1.2%

25

-

Fram Exploration AS

 Norway

3

1.1%

1,202

868

Six Waves Inc

 British Virgin Islands

3

1.1%

240

1,303

Qinghai Fund

 China

3

1.0%

318

318

Rex International Holding

Norway

3

0.1%

217

217

Other quoted investments***

1

3,738

1,773

Total

 

 149,350

 132,871

 

* There are no significant restrictions that will have an impact on ability to transfer of these investments, except a lock up of the shares of Kincora Copper Ltd which will expire in July 2014.

** 2% equity stake in Rising Technology Corporation Ltd and 1.6% beneficial interest in Beijing Rising Information Technology Ltd, a company incorporated in the PRC, under a nominee agreement.

*** Investments held by China Commodities Absolute Return Ltd ("CCF") and MSE Liquidity Fund ("MSE Fund"), the funds managed by the Group. The Group ceased to recognize CCF as an investment at FVTPL on 1 May 2011 when its ownership in CCF increased to 60% and instead recognized its separate assets and liabilities.

**** A private equity fund focusing on China's cleantech sectors, jointly formed and co-managed by the Group and EFMI Limited on 50/50 basis.

***** A company focusing on mineral and metal exploration, jointly formed and co-managed by the Group and Eltrana LLC on 50/50 basis.

 

 

12 Investments at fair value through profit or loss (Continued)

 

The proportion of ownership interest held by CCF in unlisted investments is as follows:

Name*

Proportion of ownership interest

Cost

US$'000

Fair value

US$'000

Gobi Coal & Energy Ltd

0.2%

252

451

Kincora Copper Ltd

3.5%

 1,063

314

 

In accordance with IFRS 7: Financial Instruments: Disclosures, financial instruments recognized at fair value are required to be analysed between those whose fair value is based on:

a) Quoted prices in active markets for identical assets or liabilities (Level 1);

b) Those involving inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and

c) Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

 

During the period, there were no transfers between Levels.

Statement of changes in investments at fair value through profit or loss based on level 3:

 

(Unaudited)

Six month ended

30 June 2013

US$'000

(Audited)

2012

US$'000

Opening balance

159,983

210,242

Acquisitions

 216

5,891

Proceeds from disposals of investments

-

(22)

Realised (losses) on write-off of investments

(1,635)

(209)

Net exchange difference

(1,410)

1,745

Movement in unrealised (losses) on investments

- In profit or loss

(27,169)

(57,664)

Transfers out of Level 3

-

-

Closing balance

 129,985

159,983

 

 

Financial asset measured at fair value

30 June 2013

Level 1

Level 2

Level 3

US$'000

US$'000

US$'000

US$'000

Equity Instrument

 132,871

 2,886

-

 129,985

Debt Instrument

 41,002

-

-

 41,002

Embedded derivatives

 615

-

-

 615

 

 

12 Investments at fair value through profit or loss (Continued)

 

As at 30 June 2012 (Unaudited)

 

Name*

Country of incorporation

Fair Value hierarchy level

Proportion of ownership interest

Cost

US$'000

Fair value

US$'000

 China Cleantech Partners,L.P.****

 Cayman

3

50.1%

12,500

12,500

TrafiguraOrigo Joint Venture LLC*****

 Mongolia

3

50.0%

400

400

 IRCA Holdings Ltd

 British Virgin Islands

3

49.1%

9,505

-

 Resources Investment Capital Ltd

 British Virgin Islands

3

38.5%

287

287

Roshini International Bio Energy Corporation

 British Virgin Islands

3

35.9%

17,050

-

China Rice Ltd

 British Virgin Islands

3

32.1%

13,000

13,000

Kincora Copper Ltd***

 Canada

3

29.2%

4,706

7,028

Niutech Energy Ltd

 British Virgin Islands

3

21.1%

6,350

6,350

 Moly World Ltd

 British Virgin Islands

3

20.0%

10,000

10,000

R.M.Williams Agricultural Holdings Pty Ltd

 Australia

3

17.5%

20,000

22,651

Unipower Battery Ltd

 Cayman Islands

3

16.5%

4,301

4,301

 Fans Media Co., Ltd

 British Virgin Islands

3

14.3%

2,360

2,360

 Gobi Coal & Energy Ltd***

 British Virgin Islands

3

14.0%

14,960

66,970

 Celadon Mining Ltd

 British Virgin Islands

3

9.7%

13,069

23,661

Staur Aqua AS

 Norway

3

9.2%

719

530

HaloSource, INC.

 USA

1

4.3%

3,121

1,190

 Voyager Resource Ltd***

 Australia

1

3.5%

4,776

947

 Bach Technology GmbH

 Germany

3

2.5%

60

185

 Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd **

 British Virgin Islands

3

2%/1.6%

5,565

4,032

 Kooky Panda Ltd

 Cayman Islands

3

1.2%

25

25

Fram Exploration AS

 Norway

3

1.1%

1,501

1,491

 Six Waves Inc

 British Virgin Islands

3

1.1%

240

2,600

 SPT Energy Group Inc

 China

1

0.4%

989

875

Hilong Holding Ltd

 China

1

0.3%

1,145

1,141

 Other quoted investments***

 Cayman

1

5,252

3,845

Total

 

151,881

186,369

 

Financial asset measured at fair value

30 June 2012

Level 1

Level 2

Level 3

US$'000

US$'000

US$'000

US$'000

Equity Instrument

 186,369

 7,998

-

 178,371

Debt Instrument

 39,458

-

-

 39,458

Embedded derivatives

 3,854

-

 30

 3,824

 

12 Investments at fair value through profit or loss (Continued)

 

As at 31 December 2012 (Audited)

 

Name*

Country of

incorporation

Fair Value hierarchy level

Proportion of ownership

interest

Cost

US$'000

Fair value

US$'000

 China Cleantech Partners, L.P.****

Cayman

3

50.1%

15,000

15,000

 Trafigura Origo Joint Venture LLC *****

Mongolia

3

50.0%

400

400

IRCA Holdings Ltd

British Virgin Islands

3

49.1%

9,505

-

Shanghai Yi Rui Tech New Energy Tecnology Ltd

China

3

49.0%

675

676

 Resources Investment Capital Ltd

British Virgin Islands

3

38.5%

287

287

 Roshini International Bio Energy Corporation

British Virgin Islands

3

35.9%

17,050

-

 Kincora Copper Ltd***

Canada

3

32.6%

6,824

4,804

 China Rice Ltd

British Virgin Islands

3

32.1%

13,000

18,631

 Niutech Energy Ltd

British Virgin Islands

3

21.1%

6,350

12,246

 Moly World Ltd

British Virgin Islands

3

20.0%

10,000

10,000

 R.M. Williams Agricultural Holdings Pty Ltd

Australia

3

17.0%

20,000

1,421

 Unipower Battery Ltd

Cayman Islands

3

16.5%

4,301

8,971

 Fans Media Co., Ltd

British Virgin Islands

3

14.3%

2,360

2,143

 Gobi Coal & Energy Ltd***

British Virgin Islands

3

14.0%

14,960

53,576

 Celadon Mining Ltd

British Virgin Islands

3

9.7%

13,069

24,710

Staur Aqua AS

Norway

3

9.2%

719

265

Ares Resources

Mongolia

3

3.1%

148

156

 Bach Technology GmbH

Germany

3

2.5%

60

-

 HaloSource, INC.

USA

1

2.0%

3,121

1,535

 Rising Technology Corporation Ltd/Beijing Rising Information Technology Ltd**

British Virgin Islands

3

2%/1.6%

5,565

3,919

 Voyager Resource Ltd***

Australia

1

1.5%

2,037

303

 Kooky Panda Ltd

Cayman Islands

3

1.2%

25

-

 Fram Exploration AS

Norway

3

1.1%

1,495

1,361

 Six Waves Inc

British Virgin Islands

3

1.1%

240

1,099

Qinghai Fund

China

3

1.0%

318

318

 Other quoted investments***

1

4,648

2,766

Total

 

152,157

164,587

 

Financial asset measured at fair value

31 December 2012

Level 1

Level 2

Level 3

US$'000

US$'000

US$'000

US$'000

Equity Instrument

 164,587

 4,604

-

 159,983

Debt Instrument

 43,462

-

-

 43,462

Embedded derivatives

 927

-

-

 927

 

 

12 Investments at fair value through profit or loss (Continued)

 

Risk management activities

Fair value risk

The Group's financial assets are predominantly investments in unquoted companies, and the fair value of each investment depends upon a combination of market factors and the performance of the underlying asset. The Group do not hedge the market risk inherent in the portfolio but manage asset performance risk on an asset-specific basis by continuously monitoring each asset's performance and charging the change of each asset's fair value to the statement of comprehensive income as necessary. The Group believe that the carrying amount is a reasonable approximation of fair value for their financial assets and liabilities.

Cash flow interest rate risk

The Group currently view interest rate risk as low since the fixed rate return from interest generating assets is not material in the context of the portfolio return as a whole and the Group's investments are financed mainly by shareholders' funds with investment needs being met ahead of planned investments.

Other risk management activities

As a result of its international activities, some of the Group's assets, liabilities, income and expenses are effectively denominated in currencies other than US Dollars (the Group's presentation currency). Fluctuations in the exchanges rates between these currencies and US Dollars will have an effect on the reported value of those items.

The Group have considered the possibility of further aggressive fluctuations in exchange rates, however, due to the level of assets and liabilities denominated in currencies other than US Dollars, the Group do not believe the potential foreign exchange fluctuations would have a material effect on the Group's financial statements.

 

Valuation techniques

The fair value of financial instruments traded in active markets (such as publicly traded securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current closing price.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group has estimated the value of each of its unquoted equity instruments by using judgement to select the most appropriate valuation methodology for each investment based on the recommendations of the International Private Equity and Venture Capital Valuation Guidelines. Valuation methodologies mainly include the price of recent investments, earnings multiples, industry valuation benchmarks, available market prices and so on, which may apply individually or in combination. Key assumptions and judgements of each methodology concerning the future and other key sources of estimation uncertainty will have a significant risk of causing a material adjustment to the fair value of the instruments within the next reporting period.

Inputs applied in the valuation methodologies are sensitive to assumptions made when ascertaining fair value of financial assets. A reasonable alternative assumption would be to apply a standard marketability discount of 25% for all unquoted equity instruments rather than the specific approach adopted. This would have a positive impact on the portfolio of US$3,064,805 or 2.36% of total unquoted equity instruments.

 

13 Investment in joint ventures

 

The Group has the following significant interests in joint ventures, and has been accounted for in the Group's consolidated financial statements as of the 30 June 2013 on an equity basis:

 

Name

Country of incorporation

Proportion of voting rights held

China CleanTech GP Ltd ("GP")

Cayman

50% (Owned by Origo Partners Plc)

China CleanTech AMC Ltd ("AMC")

Cayman

50% (Owned by Origo Partners Plc)

 

Amounts relating to the joint ventures for 30 June 2013 are as follows:

 

(Unaudited)

30 June 2013

(GP)

(Unaudited)

30 June 2013 (AMC)

US$'000

US$'000

Current assets

11

82

Non-current assets

312

5

Total assets

323

87

Current liabilities

30

38

Non-current liabilities

220

100

Total liabilities

250

138

Income

- 

- 

Expenses

(3)

(77)

Other comprehensive income

- 

- 

Total loss

(3)

(77)

 

 

Amounts relating to the joint ventures for 30 June 2012 are as follows:

 

(Unaudited)

30 June 2012

(GP)

(Unaudited)

30 June 2012 (AMC)

US$'000

US$'000

Current assets

8

137

Non-current assets

312

5

Total assets

320

142

Current liabilities

16

27

Non-current liabilities

220

100

Total liabilities

236

127

Income

- 

- 

Expenses

(3)

(33)

Other comprehensive income

- 

- 

Total loss

(3)

(33)

 

There are no outstanding commitments and contingent liabilities related to the joint ventures.

 

14 Loans

 

The Group has entered into convertible credit agreements and has the right to convert the outstanding principal balance of relevant loans into borrower's shares according to certain conversion conditions, and loan agreements with certain investee companies as set forth in the table below.

 

As at 30 June 2013 (Unaudited)

Loan

rates

Loan

 principal

Loans

 due

within

one year

Loans due

 after

one year

Fair value

Borrower

%

US$'000

US$'000

US$'000

US$'000

Convertible credit agreements*

 China Rice Ltd

 4

 15,000

 15,000

-

 15,000

 Unipower Battery Ltd

 6

 9,000

 9,000

-

 9,000

 IRCA Holdings Ltd

1.5-8

 11,645

 6,543

-

 6,543

 Staur Aqua AS

 0-15

 3,848

 1,250

 1,299

 2,549

 Kincora Copper Ltd

8.7

 2,469

-

 2,387

 2,387

 China Cleantech GP

1+1Y LIBOR

 110

 110

-

 110

 China Cleantech AMC

1+1Y LIBOR

 50

 23

-

 23

 Dragon Ports Ltd

-

 174

-

-

-

 Roshini International Bio Energy Corporation

-

 424

-

-

-

 R.M.Williams Agricultural Holdings Pty Ltd

 8-20

 3,090

-

-

-

Sub-total

 45,810

 31,926

3,686

 35,612

Loan

rates

Loan

principal

Loans

Due

 within one year

Loans due

 after

one year

Amortised cost

Borrower

%

US$'000

US$'000

US$'000

US$'000

Loan agreements*

 IRCA Holdings Ltd

6-10

 5,092

 1,099

 1,762

 2,861

 TPL GmbH

10

 2,019

-

 2,019

 2,019

 Shanghai Evtech New Energy Technology Ltd

-

 510

 510

-

 510

 View Step Corporation Ltd

-

 478

-

-

-

 China Silvertone Investment Co Ltd

-

 25

-

-

-

 R.M.Williams Agricultural Holdings Pty Ltd

15.5+RBA cash rate

 1,725

-

-

-

Sub-total

 

 9,849

 1,609

 3,781

 5,390

Total

 

 55,659

 33,535

 7,467

41,002

 

 

* Loans in relation to convertible credit agreements are measured at fair value. Loans in relation to loan agreements are measured at amortised cost using the effective interest rate method less any identified impairment losses. 

 

 

14 Loans (Continued)

 

As at 30 June 2012 (Unaudited)

Loan

rates

Loan

 principal

Loans

 due

within

one year

Loans

due

 after

one year

Fair value

Borrower

%

US$'000

US$'000

US$'000

US$'000

Convertible credit agreements*

China Rice Ltd

 4

 15,000

 5,000

 10,000

 15,000

Unipower Battery Ltd

 6

 9,000

 9,000

-

 9,000

IRCA Holdings Ltd

8-18

 11,645

 6,047

 894

 6,941

Staur Aqua AS

 15

 3,848

786

2,171

 2,957

R.M.Williams Agricultural Holdings Pty Ltd

 20

 3,090

 2,972

-

 2,972

Dragon Ports Ltd

-

 174

 152

-

 152

Roshini International Bio Energy Corporation

-

425

-

-

-

Sub-total

 43,182

23,957

13,065

 37,022

Loan

rates

Loan principal

Loans

due

 within one year

Loans

due

 after

one year

Amortised cost

Borrower

%

US$'000

US$'000

US$'000

US$'000

Loan agreements*

 IRCA Holdings Ltd

6-10

 3,158

-

 1,741

 1,741

 Shanghai Evtech New Energy Technology Ltd

-

 510

 510

-

 510

 China CleanTech GP Ltd

-

 110

 110

-

 110

 China CleanTech AMC Ltd

-

 50

 50

-

 50

 View Step Corporation Ltd

-

 25

-

25

 25

 China Silvertone Investment Co Ltd

-

 478

-

-

-

Sub-total

 

4,331

670

1,766

2,436

Total

 

47,513

24,627

14,831

39,458

 

 

14 Loans (Continued)

 

As at 31 December 2012

Fair value hierarchy

 level

Loan

rates

Loan

 principal

Loans due within

one year

 

Loans due after

one year

Fair value

Borrower

%

US$'000

US$'000

US$'000

US$'000

Convertible credit agreements*

 China Rice Ltd

3

 4

 15,000

15,000

-

 15,000

 Unipower Battery Ltd

3

 6

 9,000

9,000

-

 9,000

 IRCA Holdings Ltd

3

1.5-8

 11,645

7,019

-

 7,019

 R.M. Williams Agricultural Holdings Pty Ltd

3

 8-20

 3,090

3,066

-

 3,066

 Staur Aqua AS

3

 0-15

 3,848

1,343

1,398

 2,741

 Kincora Copper Ltd

3

8.7

 2,469

-

2,515

 2,515

 China Cleantech GP

3

1+1Y LIBOR

 110

110

-

 110

 China Cleantech AMC

3

1+1Y LIBOR

 50

50

-

 50

 Dragon Ports Ltd

3

-

 174

-

-

 -

 Roshini International Bio Energy Corporation

3

-

 424

-

-

-

Sub-total

 45,810

35,588

3,913

39,501

Loan

rates

Loan

 principal

Loans due within

one year

 

Loans due after

one year

Fair value

Borrower

%

US$'000

US$'000

US$'000

US$'000

Loan agreements*

 IRCA Holdings Ltd

6-10

 3,798

165

2,231

2,396

TPLGmbH

10

 1,037

-

1,055

 1,055

 Shanghai Evtech New Energy Technology Ltd

-

 510

510

-

 510

 China Silvertone Investment Co Ltd

-

 478

-

-

-

 View Step Corporation Ltd

-

 25

-

-

-

Sub-total

 

 5,848

675

3,286

3,961

Total

 

51,658

36,263

7,199

43,462

 

Statement of changes in loans:

(Unaudited)

Six months ended

30 June 2013

US$'000

(Audited)

2012

US$'000

Opening balance

43,462

33,497

Addition

4,001

 10,055

Repayment

-

-

Write-off

(4,791)

(180)

Conversion of loans into investments

-

-

Revaluation

(1,670)

90

Closing balance

41,002

 43,462

 

15 Derivative financial assets

 

 

Fair Value

hierarchy level

(Unaudited)

30 June 2013

US$'000

(Unaudited)

30 June 2012

US$'000

(Audited)

31 December 2012

US$'000

Warrants

3

390

-

704

Derivative component of convertible zero

 dividend preference shares (see note 18)

2

-

30

-

Derivative from convertible options

3

225

3,824

223

Total

615

3,854

927

 

In accordance with the fair value hierarchy described in note 12, derivative financial instruments are measured using level 2 inputs for component of convertible zero dividend preference shares and level 3 for warrants and convertible options.

 

 

16 Trade and other receivables

 

(Unaudited)

30 June 2013

US$'000

(Unaudited)

30 June 2012

US$'000

(Audited)

31 December 2012

US$'000

Trade debtors

4

379

262

Other debtors

2,539

1,667

2,014

Loan interest receivables

2,647

3,981

5,282

Prepayments

192

328

265

Total

5,382

6,355

7,823

 

 

17 Trade and other payables

 

 

(Unaudited)

30 June 2013

US$'000

(Unaudited)

30 June 2012

US$'000

(Audited)

31 December 2012

US$'000

Trade payables

2

1

2

Other payables

1,555

910

1,550

Performance incentive payable within one year*

233

-

233

Total

1,790

911

1,785

 

* Refer to note 5 for total performance incentive expenses.

 

18 Liability component of convertible zero dividend preference shares

 

 

 

Number of

shares

Liability

component

Equity

component

Early redemption option derivative

US$'000

US$'000

US$'000

Balance at 1 January 2012

60,000,000

56,595

7,462

(261)

Interest expenses on convertible zero dividend preference shares

-

4,282

-

-

Fair value movement of early redemption option derivative

-

-

-

261

Balance at 31 December 2012

60,000,000

60,877

7,462

-

Interest expenses on convertible zero dividend preference shares

 -

950

-

-

Balance at 18 March 2013

60,000,000

61,827

7,462

-

Restructure

(3,000,000)

(7,195)

835

(2)

Interest expenses on convertible zero dividend preference shares

-

1,201

-

-

Fair value movement of early redemption option derivative

-

-

-

2

Balance at 30 June 2013

57,000,000

55,833

8,297

-

 

On 8 March 2011, the Company issued 60 million convertible zero dividend preference shares ("Convertible Preference Shares") at a price of US$1.00 per share. The Convertible Preference Shares have a maturity period of five years from the issue date and can be converted into 1 ordinary share of the Company at the conversion price of US$0.95 per share at the holder's option at any time between more than 40 dealing days after 8 March 2011 up to 5 dealing days prior to the maturity date and, if it has not been converted, it will be redeemed on maturity at the redemption price of US$1.28 per share (representing a gross redemption yield of 5 per cent per annum at issue).

The Convertible Preference Shares contain a redemption feature which allows for early redemption at the option of issuer. The issuer has the option to redeem all or some of the Convertible Preference Shares subject to the restrictions on redemption described below:

 

(a) at any time after the second anniversary of 8 March 2011, for a cash sum of US$1.28 per Convertible Preference Share redeemed;

(b) at any time after the second anniversary of 8 March 2011, if in any period of 30 consecutive dealing days the closing middle market price of the ordinary shares of the Company exceeds US$1.235 per ordinary share of the Company on 20 or more of those days, for a cash sum equal to the Accreted Principal Amount in respect of the Convertible Preference Shares being redeemed;

(c) at any time, if less than 15 per cent of the Convertible Preference Shares remain outstanding, for a cash sum equal to the Accreted Principal Amount in respect of the Convertible Preference Shares being redeemed.

 

The Convertible Preference Shares contain three components, a liability component, an equity component and the early redemption option derivative. The effective interest rate of the liability component is 6.5 per cent. The early redemption option derivative is presented as derivative financial assets in the consolidated statement of financial position and is measured at fair value subsequent to initial recognition with changes in fair value recognized in profit and loss.

 

 

18 Liability component of convertible zero dividend preference shares (Continued)

 

In March 2013, the Company restructured the terms of its existing Convertible Preference Shares, the principal terms of restructure includes: i) extension of the maturity date of the Convertible Preference Shares by 18 months from 8 March 2016 to 8 September 2017 (the "Extended Period"); ii) amendment of the final capital value ("FCV") of the Convertible Preference Shares to US$1.41 each, with the accrued rate of return for the Extended Period equivalent to 10 per cent of the accrued value of the Convertible Preference Shares at the start of the Extended Period; iii) a commitment by the Company to repurchase, by means of tender offers to holders, at least 12 million Convertible Preference Shares by 8 March 2016, the original maturity date; and iv) the Company to set aside, for the funding of Convertible Preference Shares tender offers, 50 per cent of the next US$24 million of net proceeds (post transaction costs and management incentives) from investment realisations by the Company. The new effective interest rate of the liability component is 9.0 per cent. In addition to the restructure, the Company has repurchased 3 million Convertible Preference Shares from holders at a price of US$1.00 per Convertible Preference Shares. Finance cost of US$4.2 million was credited to reverse the liability component after the payoff of US$3 million of cash for repurchase.

 

19 Provision

 

 

(Unaudited)

30 June 2013

US$'000

(Unaudited)

30 June 2012

US$'000

(Audited)

31 December 2012

US$'000

Upper Share Rights*

24

634

175

Share awards*

108

-

192

Performance incentive provision**

1,739

5,962

4,713

Total

1,871

6,596

5,080

 

* The provision relates to the fair value of Upper Share Rights ("USR") and share awards granted to certain directors, executives and key employees under the Company's joint share ownership scheme. Further details about the USR and shared awards are included in note 21 to the financial statements.

 

** Refer to note 5 for total performance incentive expenses

 

20 Issued capital

 

(Unaudited)

30 June 2013

(Unaudited)

30 June 2012

(Audited)

31 December 2012

Authorized

Number of shares

Number of shares

Number of shares

Ordinary shares of £ 0.0001 each

Unlimited 

Unlimited 

Unlimited 

 

 

 

 

 

 

 

Issued and fully paid

Number of shares

US$'000

Number of shares

US$'000

Number of shares

US$'000

At beginning of the period

356,986,814

55

360,168,501

56

360,168,501

56

Buyback shares

(280,000)

-

-

-

(3,181,687)

(1)

At end of the period/year

356,706,814

55

360,168,501

56

356,986,814

55

 

 

21 Share option scheme

 

The Group has a number of share schemes that allow employees to acquire shares in the Company.

 

The total cost recognized in the statement of comprehensive income is shown below:

 

(Unaudited)

30 June 2013US$'000

(Unaudited)

30 June 2012US$'000

Equity-settled option

302

348

Upper Share Rights

(151)

(861)

Share awards

(75)

-

76

(513)

 

The following table illustrates the number ("No.") and weighted average exercise prices ("WAEP") of, and movements in share options during the six months ended 30 June 2013 and 2012, and year ended 31 December 2012.

 

(Unaudited)

30 June 2013

(Unaudited)

30 June 2012

(Audited)

31 December 2012

 

No.

WAEP

No.

WAEP

No.

WAEP

Outstanding at 1 January

23,501,932

27.32p

11,451,932

23.45p

11,451,932

23.45p

Granted during the period/year

-

-

13,600,000

31.22p

13,600,000

31.22p

Forfeited during the period/year

(500,000)

(31.00)P

(800,000)

(31.00)p

(1,550,000)

(32.94p)

Exercised during the period/year

-

-

-

-

-

-

Expired during the period/year

-

-

-

-

-

-

Outstanding at the end of the period/year

23,001,932

27.24P

24,251,932

27.56p

23,501,932

27.32p

Exercisable at the end of the period/year

11,451,932

23.45p 

11,635,264

23.60p 

11,451,932

23.45p 

 

 

Outstanding options include 6,800,000, 3,500,000,500,000 and 13,600,000 equity-settled options granted on 06 October 2006, 13 March 2008, 06 February 2009 and 02 February 2012 respectively to certain directors and employees of the Company and 651,932 equity-settled options granted on 21 December 2006 to Seymour Pierce Ltd, the Company's former nominated adviser. The Company did not enter into any share-based transactions with parties other than employees during the six months ended 30 June 2013, 2012, 2011,2010, 2009, 2008 and 2007, except as described above.

 

On 16 October 2009, 4,847,099 of Upper Share Rights ("USR") were granted to certain directors, executives and key employees under the Company's joint share ownership scheme ("JSOS"). 50 per cent of USR will vest 12 months from the date of grant and 50% of USR will vest 24 months from the date of grant. The exercise price of the USR granted is 15.50 pence compounded at 3.5 per cent per annum over the year from the grant date to the exercise date of USR. The fair value of the USRs is estimated at the end of each reporting period using the Binomial Tree option pricing model. The contractual life of each USR granted is 10 years.

 

On 20 July 2012, 1,120,000 of contingent share awards were granted to certain directors, executives and key employees under the Company's JSOS, which will vest 197 days from the date of grant. The contractual life of each contingent share awards granted is 10 years.

 

21 Share option scheme (Continued)

 

The following table illustrates the number ("No.") and weighted average exercise prices ("WAEP") of, and movements in USRs and contingent share awards during the six months ended 30 June 2013 and 2012, and year ended 31 December 2012.

 

(Unaudited)

30 June 2013

(Unaudited)

30 June 2012

(Audited)

31 December 2012

 

No.

WAEP

No.

WAEP

No.

WAEP

Outstanding at 1 January

5,788,067

12.63P

4,847,099

15.50p

4,847,099

15.50p

Granted during the period/year

-

-

-

-

1,120,000

-

Forfeited during the period/year

-

-

-

-

(50,000)

-

Exercised during the period/year

(50,000)

-

(129,032)

15.50p

(129,032)

15.50p

Expired during the period/year

-

-

-

-

-

-

Outstanding at the end of the period/year

5,738,067

12.74P

4,718,067

15.50p

5,788,067

12.63p

Exercisable at the end of the period/year

5,738,067

12.74P

4,718,067

15.50p

4,847,099

15.50p

 

 

The following table lists the inputs to the model used to calculate the fair value of USRs for the period.

 

Weighted average share price (pence)

7.00

Exercise price (pence)

15.50

Expected weighted average mature life (years)

2

Expected volatility (%)

44.52

Expected dividend growth rate (%)

-

Risk-free interest rate (%)

1.804

 

The volatility assumption, measured at the standard deviation of expected share price returns, was based on a statistical analysis of the Company's daily share prices from 1 July 2010 to 30 June 2013 using source data from Bloomberg.

 

The carrying amount of the liability relating to the USR as at 30 June 2013 is US$23,722 and the expense recognized as share-based payments during the period is (US$151,323).

 

 

 

22 Related party transactions

 

Identification of related parties

 

The Group has a related party relationship with its subsidiaries, joint ventures, associates and key management personnel. Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.

 

Transactions with key management personnel

 

The Group's key management personnel are the Executive and Non-executive directors as identified in III. Directors, Advisors and Other Information. Other than as disclosed above, there were no other significant transactions with key management personnel during the period.

 

Trading transactions

 

The following table provides the total amount of significant transactions and outstanding balances which have been entered into with related parties during the six months ended 30 June 2013 and 30 June 2012, and the year ended 31 December 2012.

 

 

(Unaudited)

30 June 2013

US$'000

(Unaudited)

30 June 2012

US$'000

(Audited)

31 December 2012

US$'000

Amounts due from/(to) related parties*

Origo Advisers Ltd**

(1,820)

(5,809)

(4,793)

Chris Andre Rynning ***

20

79

50

Performance incentive

Origo Advisers Ltd**

2,974

7,395

8,311

Transactions with personnel

Luke Leslie****

-

-

55

Shonaid Jemmett-Page *****

42

-

-

 

 

* The amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

 

** Origo Advisers Ltd is controlled by entities whose ultimate beneficiaries include two Directors of the Company (Mr. Rynning and Mr. Ponnert).

 

*** Chris Andre Rynning is a director of the Company.

 

**** Luke Leslie is a director of CCF which is one of subsidiaries of the Group. The amount is the performance incentive according to the advisory agreement between CCF and the Group.

 

***** Shonaid Jemmett-Page is a non-executive director of the Company. Shonaid provided consultancy services to the Company in respect of IRCA Holdings Ltd.

 

 

 

 

 

23 Commitments and contingencies

 

· In April 2010, the Company entered into an irrevocable Standby Letter of Credit ("L/C") with Standard Chartered Bank (Hong Kong) Ltd for an aggregate amount up to US$3 million, which was increased to US$3.5 million in June 2011, to secure the credit facilities granted by ABSA Bank Ltd to IRCA Holdings Ltd. The L/C will expire on 31 December 2013. The full amount of US$3.5 million Standby Letter of Credit ("L/C") in favour of IRCA Holdings Ltd has been drawn down on 2 July 2013.

 

· In May 2011, the Company entered into a guarantee agreement maturing in April 2014 with IRCA Holdings Ltd and Mr. Malcolm Stephen Paul to guarantee the repayment of loans of up to GBP500,000 extended by Mr. Malcolm Stephen Paul to IRCA Holdings Ltd.

 

· A Claim form which named Origo as the third defendant was issued in the High Court on 6 February 2013. The claim relates to the Company's holding in Roshini International Bio Energy Corporation an investment which was written off as 31 December 2009. With the following update in the Claim form, Origo has been named as the second defendant and the date for service of the Claim Form is extended until 13 September 2013. The Company, having taken advice from its solicitors, Charles Russell LLP, consider that, at present, the risk of an adverse judgment against Origo is remote and estimates the total liabilities being £ nil.

 

There were no other material contracted commitments or contingent assets or liabilities at 30 June 2013 (31 December 2012: none) that have not been disclosed in the interim consolidated financial statements.

 

24 Events after the reporting period

 

In July and August 2013, the Company extended further working capital loans of US$256,000 to IRCA Holdings Ltd ("IRCA"). And in August 2013, the Company entered into a payment guarantee agreement with ABSA Bank Ltd ("ABSA") to guarantee IRCA's repayment obligation under the facilities extended from ABSA, for an aggregate amount up to R6,769,000.

Directors, Advisors and Other Information

 

 

Directors

Wang Chao Yong, Executive Chairman

Chris Rynning, Chief Executive Officer

Niklas Ponnert, Chief Financial Officer

Shonaid Jemmett-Page, Non Executive Director and Vice Chairman

Christopher Jemmett, Non Executive Director

Lionel de Saint-Exupery, Non Executive Director

Tom Preststulen, Non Executive Director

Country of incorporation of parent company

Isle of Man

Company number

005681V

Auditors

Ernst & Young LLC

Rose House, 51-59 Circular Road

Douglas

Isle of Man IM1 1AZ, United Kingdom

Nominated adviser

Liberum Capital Ltd.

Ropemaker Place, Level 12

25 Ropemaker Street

London, EC2Y 9AR

Solicitors to the company

Charles Russell LLP

5 Fleet Place

London, EC4M 7RD

Public relations advisers

Aura Financial LLP

33 St James's Square

London, SW1Y 4JS

Joint Broker

Liberum Capital Ltd.

Ropemaker Place, Level 12

25 Ropemaker Street

London, EC2Y 9AR

Joint Broker

Investec Bank plc

2 Gresham Street

London, EC2V 7QP

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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IR NKQDBQBKDBCK
Date   Source Headline
30th May 20227:00 amRNSCancellation - Origo Partners Plc
27th May 20226:00 pmRNSOrigo Partners
28th Apr 20227:30 amRNSSuspension – Origo Partners plc
26th Apr 20227:00 amRNSSuspension from Trading
7th Mar 20227:00 amRNSAsset Sale Update
2nd Feb 20227:00 amRNSReturn of Capital and Asset Sale
27th Jan 20223:16 pmRNSAsset Sale
24th Dec 202110:46 amRNSResult of AGM
6th Dec 20213:34 pmRNSNotice of AGM
3rd Dec 20217:00 amRNSInvestment Update
22nd Sep 20217:00 amRNSHalf-year Report
28th Jun 20217:00 amRNSAnnual Financial Report
4th Jun 20217:00 amRNSSale of Shares in Gobi Coal & Energy Ltd
14th May 202111:18 amRNSHolding(s) in Company
9th Mar 202112:20 pmRNSHolding(s) in Company
8th Mar 20217:00 amRNSStatement re share price movement
24th Feb 20214:27 pmRNSHolding(s) in Company
23rd Feb 20219:53 amRNSHolding(s) in Company
27th Jan 20218:38 amRNSUpdate re Website
22nd Jan 202110:03 amRNSUpdate re Remaining Assets
24th Dec 202011:20 amRNSResult of AGM
24th Dec 202010:14 amRNSHolding(s) in Company
24th Dec 20209:51 amRNSHolding(s) in Company
17th Dec 202012:38 pmRNSHolding(s) in Company
30th Nov 20204:30 pmRNSNotice of AGM
28th Sep 20207:00 amRNSHalf-year Report
23rd Sep 20207:09 amRNSPrice Monitoring Extension
23rd Sep 20207:02 amRNSSecond Price Monitoring Extn
22nd Sep 20202:06 pmRNSSecond Price Monitoring Extn
22nd Sep 20202:01 pmRNSPrice Monitoring Extension
30th Jun 20207:00 amRNSAnnual Financial Report
12th Jun 20207:00 amRNSInvestment update
20th May 202011:00 amRNSHolding(s) in Company
7th May 20207:00 amRNSUpdate RE: Liquidation Plans
29th Apr 20202:06 pmRNSSecond Price Monitoring Extn
29th Apr 20202:02 pmRNSPrice Monitoring Extension
17th Mar 202012:12 pmRNSChange of Registered Office & Update on Website
12th Mar 20203:32 pmRNSWebsite
4th Feb 20207:00 amRNSInvestment Update
24th Dec 20197:00 amRNSInvestors update
11th Nov 201911:33 amRNSHolding(s) in Company
30th Oct 20194:16 pmRNSResult of AGM
23rd Oct 201910:41 amRNSHolding(s) in Company
23rd Oct 201910:39 amRNSHolding(s) in Company
4th Oct 20194:23 pmRNSNotice of AGM
27th Sep 20194:25 pmRNSReplacement Capital Distribution
27th Sep 201911:05 amRNSReplacement Interim Unaudited Financial Statements
27th Sep 20197:05 amRNSCapital Distribution
27th Sep 20197:00 amRNSInterim Unaudited Financial Statements
28th Jun 20194:15 pmRNSPosting of Annual Report

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