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Half Yearly Report

28 Jan 2013 18:00

RNS Number : 5341W
Cambium Global Timberland Limited
28 January 2013
 

 

 

Cambium Global Timberland Limited (the "Company")

Publication of Unaudited Condensed Consolidated Interim Report

and Financial Statements for the six months ended 31 October 2012

 

The Company announces the Unaudited Condensed Consolidated Interim Report and Financial Statements for the six months ended 31 October 2012.

 

For further enquires please contact:

Broker and Nominated Adviser

Panmure Gordon & Co

Paul Fincham / Jonathan Becher

+ 44 (0) 207 886 2500

 

Investment Manager

CP Cogent Asset Management

Rich Standeven

+ 1 214 871 5400

 

Chairman's statement

 

The Company's net asset value ("NAV") as of 31 October 2012 is 62 pence per share compared to 67 pence per share at year end 30 April 2012. The NAV of the Company was primarily impacted by a reduction in timberland values and the impacts of currency during the period.

 

The negative impact of revaluations of the appraised value of the portfolio of approximately -4.2% over the six months was primarily due to a reduction of land value in Australia and an adjustment to one of the two properties in Brazil. The adjustment in Brazil was made for tree mortality that impacted 1,300 acres of plantation.

 

Sterling appreciation during the period covered by these accounts contributed -2.0% to the return and Company expenses -1.1%.

 

The age class of the portfolio continues to mature. This makes the portfolio relatively more attractive. With the exception of Tarrangower in Australia, each of the assets will begin generating significant cash flow within the next three years.

 

The strategic review announced on 8 June 2012 has been completed and the conclusions were announced on 30 November 2012. A separate letter to shareholders covering an EGM to vote on the detail of the strategic review proposals will be circulated simultaneously with these interim accounts.

 

The Board will aim to realise the assets of the Company in an orderly fashion seeking to maximise proceeds. Consideration will be given to disposal of individual properties or groups of properties in order to best realise their value.

 

The Board has noted that investor appetite for risk assets over the course of 2012 has increased and central banks in most major jurisdictions are running highly accommodative monetary policies. Recent Sterling weakness against most major currencies, if maintained, may produce a beneficial impact upon the Company's NAV in the future. The Board is therefore hopeful that this will provide a more positive background for the sale of the Company's assets.

 

 

Donald Adamson

Chairman

28 January 2013

 

 

Investment Manager's report

For the six months ended 31 October 2012

 

Total returns during the period covered by these financial statements were -7.3%. Returns were impacted by land prices in Australia, an impairment charge in Brazil due to tree mortality and lower timber prices in all markets. Returns from the investment portfolio contributed -4.2% to the total return. There was positive movement during the period as the underlying land values of the US and Brazil assets improved. Additionally, the portfolio gained value from biological growth. Lumber prices, which serve as a leading indicator for log prices, improved in the US market as the housing market continues to recover.

 

Below is a summary of the results by each geographic area.

 

North America

During the first six months of the year we completed the sale of approximately 13,800 acres in Florida at a small discount to the most recent appraised value. After the Florida land sale, the remaining North American timberlands represent approximately 15% of the total assets. The remaining 15,100 acres in Georgia are comprised of core investment grade timberlands that provide exposure to the recovering housing market in the United States.

 

During the period, total returns for the segment in local currency terms were -3.7%. Lower timber product prices for sawtimber and pulpwood were the key drivers for the negative result. However, finished product prices for lumber continue to improve as US housing recovers and we expect a modest recovery in timber prices to begin in 2013. The improvement in the underlying land values during the period of 1.3% is encouraging. The improvement in land value coupled with biological growth of the forest somewhat offset the decline in timber prices.

 

In addition to the land sale completed during the period, there have been several other transactions in the North America timberland markets. The timberland market in the United States remains the most liquid in the world with a number of dedicated Timberland Investment Management Organisations buying property.

 

Hawaii

The properties in Hawaii represent 14% of the total assets. Total returns during the period were -4.2% in United States dollar terms. The decline in value was primarily due to lower export log prices to China. Due to the mature nature of the forest in Hawaii, asset values will remain sensitive to the current timber prices. Biological growth of the forests continues and will serve to dampen the volatility associated with export log prices.

 

The timberland markets in Hawaii are very small with only one other active commercial owner of timberland. Hawaii is a unique market for timberland ownership with particular operational challenges. Potential buyers are required to develop property management and harvesting infrastructure in order to extract value from the asset. The relatively mature age class of the asset could be appealing to timberland investors because of the ability to generate cash flow quickly.

 

Australia

The Tarrangower property in Australia represents 10% of the total assets. Total returns during the period were -9.8% in Australian Dollar terms. The negative return was due to a decrease in the land value. An easement exists on part of the property as a result of a salinity grant that was previously received. The easement restricts the use of the property. The lack of a carbon market has caused a reduction in the appraised value of the land.

 

The long rotation length and corresponding time to cash flow absent a carbon market will be unattractive to many timberland investors. A high percentage of the property is unplanted and may sell to a non-timber buyer.

 

Brazil

The properties in Brazil represent 48% of the value of the total assets. Total returns during the period were -1.7% in local currency terms. The loss was due to tree mortality on approximately 1,300 acres of two-year old trees at the 3R plantation in Brazil. A specific clonal variety planted at 3R failed and impacted about 12% of the planted acres. Other plantation owners in the area have had similar failed results with this specific clone. Additionally, timber prices weakened across Brazil during the period. Biological growth of the remaining forest and improvement in underlying land values contributed positively to the return.

 

The plantations continue to mature and approach harvest with approximately 40% of the planted acres attaining an age that is half way through the rotation cycle. Industrial buyers of wood have shown interest in the plantations.

 

The market for timberland in Brazil continues to be illiquid due to the uncertainty regarding the foreign ownership of land. There have been very few timberland transactions in Brazil recently.

 

Conclusion

The properties in the portfolio are moving closer to providing positive cash flow. The property in the southern United States is located in a region with several wood users and is favourably positioned as housing in the United States continues to recover. In Brazil, a large pulp mill is being constructed near the Tocantins asset and is anticipated to begin production in the latter part of 2013. The properties in Minas Gerais are located in Brazil's pig iron producing region and are expected to have multiple end use options as the timber reaches harvestable age. The forest in Hawaii is reaching maturity and China is forecast to have increasing wood demand over the next five years.

 

 

CP Cogent Asset Management

Investment Manager

28 January 2013

 

 

Independent review report to Cambium Global Timberland Limited

 

We have been engaged by Cambium Global Timberland Limited ("the Company") to review the unaudited condensed set of consolidated financial statements in the interim report for the six months ended 31 October 2012 of the Company together with its subsidiaries (together the "Group") which comprise the unaudited condensed consolidated statement of comprehensive income, the unaudited condensed consolidated statement of financial position, the unaudited condensed consolidated statement of changes in equity, the unaudited condensed consolidated statement of cash flows and the related explanatory notes.

 

We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the unaudited condensed set of consolidated financial statements.

 

This report is made solely to the Company in accordance with our terms of engagement as detailed in our letter of 5 October 2012. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

 

Directors' responsibilities

The interim report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the interim report in accordance with the AIM Rules of the London Stock Exchange.

 

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

 

Our responsibility

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

 

Scope of the review of the financial statements

We conducted our review in accordance with the International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity 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 unaudited condensed set of consolidated financial statements in the interim report for the six months ended 31 October 2012 is not prepared, in all material respects in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the AIM Rules of the London Stock Exchange.

 

The unaudited condensed consolidated financial statements of the Group as at and for the period ended 31 October 2011 were not reviewed by us and, accordingly, we do not express a conclusion or any form of assurance on the comparative information set forth in the accompanying unaudited condensed consolidated statement of comprehensive income, the unaudited condensed consolidated statement of changes in equity, the unaudited condensed consolidated statement of cash flows and the related notes.

 

 

Andrew P. Quinn

For and behalf of KPMG Channel Islands Limited

Chartered Accountants

Jersey

28 January 2013

 

 

Unaudited condensed consolidated interim statement of comprehensive income

For the six months ended 31 October 2012

 

For the six

 months ended

31 October 2012

For the six months ended 31 October 2011

Unaudited

Unaudited

Notes

£

£

Revenue

4

212,337

716,685

Cost of sales

(172,162)

(345,371)

Gross profit

40,175

371,314

(Loss)/profit on sale of investment property and plantations

14

(72,204)

14,452

Decrease in fair value of investment property and plantations

13

(97,619)

(1,326,115)

Impairment loss on plantations

13

(1,484,922)

(1,536,606)

(1,654,745)

(2,848,269)

Administrative expenses

5

(766,746)

(729,987)

Forestry management expenses

6

(294,710)

(331,489)

Other operating forestry expenses

7

(850,614)

(996,238)

Impairment of buildings, plant and equipment

15

(7,545)

(85,471)

(1,919,615)

(2,143,185)

Operating loss

(3,534,185)

(4,620,140)

Finance income

8

12,674

38,500

Finance costs

9

(387,742)

(278,195)

Net foreign exchange gains/(losses)

31,968

(71,759)

Net finance costs

(343,100)

(311,454)

Loss before taxation

(3,877,285)

(4,931,594)

Taxation credit

10

281,860

377,998

Loss for the period attributable to equity shareholders

(3,595,425)

(4,553,596)

Other comprehensive income

Foreign exchange losses on translation of foreign operations

18

(1,389,140)

(373,882)

Revaluation of buildings taken to revaluation reserve

-

(6,603)

Other comprehensive loss for the period

(1,389,140)

(380,485)

Total comprehensive loss for the period

(4,984,565)

(4,934,081)

Basic and diluted loss per share

11

(3.52) pence

(4.39) pence

 

All items in the above statement are derived from continuing operations. All income is attributable to the equity holders of the Parent Company. There are no minority interests.

 

The notes on pages 9 to 20 form an integral part of these condensed consolidated financial statements.

 

 

Unaudited condensed consolidated interim statement of financial position

At 31 October 2012

 

31 October

2012

30 April

2012

Unaudited

Audited

Notes

£

£

Non-current assets

Investment property

13

28,358,016

35,839,567

Plantations

13

31,788,128

37,333,035

Buildings, plant and equipment

15

242,049

255,756

 60,388,193

73,428,358

Current assets

Cash and cash equivalents

19

11,130,335

7,079,156

Trade and other receivables

16

262,941

236,156

11,393,276

7,315,312

Total assets

71,781,469

80,743,670

Current liabilities

Trade and other payables

20

773,179

990,282

Tax payable

24,898

23,705

798,077

1,013,987

Non-current liabilities

Deferred tax liabilities

10

4,173,466

4,646,929

Bank loan

17

3,633,756

6,922,019

7,807,222

11,568,948

Total liabilities

8,605,299

12,582,935

Net assets

63,176,170

68,160,735

Equity

Stated capital

22

2,000,000

2,000,000

Distributable reserve

23

88,589,060

88,589,060

Translation reserve

18,23

13,233,613

14,622,753

Retained loss

(40,646,503)

(37,051,078)

Total equity

63,176,170

68,160,735

Net asset value per share

12

0.62

0.67

 

These condensed consolidated financial statements were approved and authorised for issue on 28 January 2013 by the Board of Directors.

 

 

Donald Adamson

Martin Richardson

 

The notes on pages 9 to 20 form an integral part of these condensed consolidated financial statements.

 

Unaudited condensed consolidated interim statement of changes in equity

For the six months ended 31 October 2012

 

Unaudited

Share

Distributable

Translation

Revaluation

Retained

Total

capital

reserve

reserve

reserve

loss

£

For the period 1 May 2012 to 31 October 2012

£

£

£

£

£

£

At 30 April 2012

2,000,000

88,589,060

14,622,753

-

(37,051,078)

68,160,735

Total comprehensive loss for the period:

Loss for the period

-

-

-

-

(3,595,425)

(3,595,425)

Other comprehensive loss:

Foreign exchange losses on translation of foreign operations (note 18)

-

-

(1,389,140)

-

-

(1,389,140)

Total comprehensive loss

-

-

(1,389,140)

-

(3,595,425)

(4,984,565)

-

-

At 31 October 2012

2,000,000

88,589,060

13,233,613

-

(40,646,503)

63,176,170

 

Unaudited

Share

Distributable

Translation

Revaluation

Retained

Total

capital

reserve

reserve

reserve

loss

For the period 1 May 2011 to 31 October 2011

£

£

£

£

£

£

At 30 April 2011

2,000,000

92,806,700

19,209,483

6,603

(32,553,927)

81,468,859

Total comprehensive loss for the period:

Loss for the period

-

-

-

-

(4,553,596)

(4,553,596)

Other comprehensive loss:

Foreign exchange losses on translation of foreign operations (note 18)

-

-

(373,882)

-

-

(373,882)

Revaluation of buildings, plant and equipment

-

-

-

(6,603)

-

(6,603)

Total comprehensive loss

-

-

(373,882)

(6,603)

(4,553,596)

(4,934,081)

Transactions with owners of the Company recognised directly in equity:

-

(3,123,900)

-

-

-

(3,123,900)

Dividends

Share buy-backs

-

(622,018)

-

-

-

(622,018)

At 31 October 2011

2,000,000

89,060,782

18,835,601

-

(37,107,523)

 72,788,860

 

The notes on pages 9 to 20 form an integral part of these condensed consolidated financial statements.

 

 

Unaudited condensed consolidated interim statement of cash flows

For the six months ended 31 October 2012

 

For the six

months ended

 31 October 2012

For the six

 months ended

 31 October 2011

Unaudited

Unaudited

Note

£

£

Cash flows from operating activities

Operating loss for the period

(3,534,185)

(4,620,140)

Adjustments for:

Decrease in fair value of investment property and plantations

13

97,619

1,326,115

Impairment loss on plantations due to fire damage

13

1,484,922

1,536,606

Depreciation

7

743

864

Loss/(profit) on sale of investment property and plantations

14

72,204

(14,452)

Revaluation of buildings, plant and equipment

15

7,545

85,471

(Increase)/decrease in trade and other receivables

(26,785)

2,004,512

Decrease in trade and other payables

(217,103)

(378,419)

(2,115,040)

(59,443)

Tax paid

(69,194)

-

Net cash used in operating activities

(2,184,234)

(59,443)

Cash flows from/(used in) investing activities

Net proceeds from sale of investment property and plantations

14

10,154,894

153,626

Costs capitalised to land and plantations

13

(369,998)

(2,052,992)

Buildings improvements costs

15

(2,508)

-

Net cash from/(used in) investing activities

9,782,388

(1,899,366)

Cash flows from financing activities

Share buy-back

-

(622,018)

Dividend paid

-

(3,123,900)

Repayment of bank loan

(3,410,503)

(919,197)

Finance income

8

12,674

38,500

Finance costs

9

(387,742)

(264,437)

Net cash used in financing activities

(3,785,571)

(4,891,052)

Net increase/(decrease) in cash and cash equivalents

3,812,583

(6,849,861)

Foreign exchange movements

238,596

472,126

Balance at the beginning of the period

7,079,156

14,566,269

Balance at the end of the period

19

11,130,335

8,188,534

 

The notes on pages 9 to 20 form an integral part of these condensed consolidated financial statements.

 

 

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 31 October 2012

 

1. General information

The Company and its subsidiaries, including special purpose vehicles ("SPVs") controlled by the Company (together the "Group"), own a global portfolio of forestry-based properties which are managed on an environmentally and socially sustainable basis. Assets are managed for timber production, with exposure to emerging environmental markets. As at the period end date, the Group owned forestry assets located in Australia, the southern United States, Hawaii and Brazil.

 

The Company is a closed-ended company with limited liability, incorporated in Jersey, Channel Islands on 19 January 2007. The address of its registered office is 26 New Street, St Helier, Jersey JE2 3RA.

 

These unaudited condensed consolidated interim financial statements ("the interim financial statements") were approved and authorised for issue on 28 January 2013 and signed by Martin Richardson and Donald Adamson on behalf of the Board.

 

The Company has a dual listing on the AIM, a market of the London Stock Exchange, and on the Channel Islands Stock Exchange ("CISX").

 

2. Basis of preparation

The interim financial statements for the six months ended 31 October 2012 have been prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting" and with applicable legal and regulatory requirements of Jersey Law and AIM. It does not include all of the information required for full annual financial statements. The interim financial statements should be read in conjunction with the Group's annual report and financial statements for the year ended 30 April 2012, which were prepared in accordance with International Financial Reporting Standards ("IFRS"). The comparative numbers used for the condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows are that of the period ended 31 October 2011, which is considered a comparable period as per IAS 34. The comparatives used in the condensed consolidated statement of financial position are that of the previous financial year, 30 April 2012.

 

Except for the new accounting policies described below, the accounting policies applied by the Group in these interim financial statements are the same as those applied by the Group in its financial statements as at and for the year ended 30 April 2012.

 

The interim financial statements have been prepared in Sterling, which is the presentational currency and functional currency of the Company, and under the historical cost convention, except for investment property, plantations and buildings, which are carried either at fair value, fair value less cost to sell or fair value less subsequent accumulated depreciation and subsequent accumulated impairment loss.

 

The preparation of the financial statements requires Directors to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the date of the interim financial statements. If in the future such estimates and assumptions, which are based on the Directors' best judgement at the date of the interim financial statements, deviate from actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.

 

In preparing the interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements as at, and for the year ended, 30 April 2012.

 

The following exchange rates have been applied in these interim financial statements to convert foreign currency balances to Sterling:

 

31 October 2012

31 October 2012

30 April 2012

31 October 2011

31 October 2011

closing rate

average rate

closing rate

closing rate

average rate

Australian Dollar

1.5546

1.5466

1.5566

1.5277

1.5358

Brazilian Real

3.2756

3.2007

3.1001

2.7625

2.6498

New Zealand Dollar

1.9610

1.9787

1.9834

1.9941

1.9731

United States Dollar

1.6129

1.5829

1.6234

1.6087

1.6111

 

Going concern

On 30 November 2012 the Independent Directors announced the outcome of the strategic review initiated in June 2012. The Directors proposed and recommended a change of investment policy with a view to implementing an orderly realisation of the Company's investments in a manner which maximises value for shareholders and returning surplus cash to shareholders over time through ad hoc returns of capital. There is no set period for the realisation of the portfolio but, subject to shareholder approval at an Emergency General Meeting ("EGM") convened for 22 February 2013, the aim of the Directors would be to complete the process within 24 months of the date of that EGM. Accordingly the Directors believe that it is appropriate to prepare these interim financial statements on a going concern basis.

 

New, revised and amended standards

At the date of authorisation of these interim financial statements, the following standards and interpretations, which have not been applied in these interim financial statements, were in issue but not yet effective:

 

·;

IAS 1 (amended) "Presentation of Financial Statements" (effective for periods commencing on or after 1 July 2012);

·;

IAS 19 (amended) "Employee Benefits" (effective for periods commencing on or after 1 January 2013);

·;

IAS 27 (revised) "Separate Financial Statements" (revised version effective for periods commencing on or after 1 January 2013 on adoption of IFRS 10, IFRS 11 and IFRS 12, with a further amendment effective for periods commencing on or after 1 January 2014);

·;

IAS 28 (revised) "Investments in Associates and Joint Ventures" (revised version effective for periods commencing on or after 1 January 2013 on adoption of IFRS 10, IFRS 11 and IFRS 12);

·;

IAS 32 (amended) "Financial Instruments: Presentation" (effective for periods commencing on or after 1 January 2014);

·;

IFRS 7 (amended) "Financial Instruments: Disclosures" (amendments effective for periods commencing on or after 1 January 2013 and 1 January 2015);

·;

IFRS 9 "Financial Instruments - Classification and Measurement" (effective for periods commencing on or after 1 January 2015);

·;

IFRS 10 "Consolidated Financial Statements" (amendments effective for periods commencing on or after 1 January 2013 and 1 January 2014);

·;

IFRS 11 "Joint arrangements" (effective for periods commencing on or after 1 January 2013);

·;

IFRS 12 "Disclosure of Interest in Other Entities" (amendments effective for periods commencing on or after 1 January 2013 and 1 January 2014); and

·;

IFRS 13 "Fair Value Measurement" (effective for periods commencing on or after 1 January 2013).

 

In addition the IASB completed its most recent annual improvements project in May 2012. This project amended a number of existing standards and interpretations effective for accounting periods commencing 1 January 2013.

 

The Directors anticipate that, except for IFRS 13, the adoption of these standards in future periods will have no material impact on the financial statements of the Group. The Directors are currently assessing the impact of IFRS 13 but it is impracticable to quantify its effect in these interim financial statements

 

New accounting policies effective and adopted

The following new standard, which has not had a material effect on the Group, has been applied for the first time in these interim financial statements.

 

IAS 12 (amended) "Income Taxes" (effective for periods commencing on or after 1 January 2012).

 

3. Operating segments

The Board of Directors is charged with setting the Company's investment strategy in accordance with the Prospectus. The Board of Directors, as the Chief Operating Decision Maker ("CODM"), has delegated the day to day implementation of this strategy to its Investment Manager but retains responsibility to ensure that adequate resources of the Company are directed in accordance with their decisions. The investment decisions of the Investment Manager are reviewed on a regular basis to ensure compliance with the policies and legal responsibilities of the Board.

 

The Investment Manager has been given full authority to act on behalf of the Company for transactions of up to 10% of the Group's NAV, including the authority to purchase and sell timberland and other investments on behalf of the Group and to carry out other actions as appropriate to give effect thereto. Whilst the Investment Manager may make the investment decisions on a day to day basis regarding the allocation of funds to different investments, any changes to the investment strategy or major allocation decisions have to be approved by the Board, even though they may be proposed by the Investment Manager.

 

The Board therefore retains full responsibility as to the major allocations decisions made on an ongoing basis.

 

The Investment Manager will always act under the terms of the Prospectus which cannot be radically changed without the approval of the Board of Directors and shareholders. Details of the investment restrictions are set out in part 3 of the Admission Document and the Investment Strategy, available on www.cambiumfunds.com.

 

The Group operates in five distinctly separate geographical locations, which the CODM has identified as one non-operating segment, Jersey, and four operating segments. Timberlands are located in Australia, the southern United States, Hawaii and Brazil.

 

The accounting policies of each operating segment are the same as the accounting policies of the Group, therefore no reconciliation has been performed.

 

Jersey

Australia

North America

Hawaii

Brazil

Total

31 October 2012 (unaudited)

£

£

£

£

£

£

Total assets

8,272,408

7,201,307

13,586,223

9,803,348

32,918,183

71,781,469

Total liabilities

92,966

762,067

3,785,721

1,263,993

2,700,552

8,605,299

 

Jersey

Australia

North America

Hawaii

Brazil

Total

30 April 2012 (audited)

£

£

£

£

£

£

Total assets

 4,374,941

 8,113,346

 23,422,170

 9,689,791

 35,143,422

 80,743,670

Total liabilities

130,507

 986,678

 7,146,706

 1,262,875

 3,056,169

 12,582,935

 

 

Jersey

Australia

North America

Hawaii

Brazil

Total

31 October 2012 (unaudited)

£

£

£

£

£

£

Segment revenue

-

16,164

186,137

-

10,036

212,337

Segment gross profit

-

16,164

13,975

-

10,036

40,175

(Decrease)/increase in fair value of investment property and plantations

-

(828,268)

(103,713)

(164,255)

998,617

(97,619)

Impairment loss on plantations

-

-

-

(31,588)

(1,453,334)

(1,484,922)

Forestry management expenses

-

57,131

59,068

55,958

122,553

294,710

Other operating forestry expenses

-

54,507

113,947

141,945

540,215

850,614

 

Jersey

Australia

North America

Hawaii

Brazil

Total

31 October 2011 (unaudited)

£

£

£

£

£

£

Segment revenue

-

18,991

 690,871

-

6,823

 716,685

Segment gross profit

-

18,991

 345,500

-

6,823

 371,314

Increase/(decrease) in fair value of investment property and plantations

-

350,608

(279,505)

1,104,836

(2,502,054)

(1,326,115)

Impairment loss on plantations

-

-

(1,536,606)

-

-

(1,536,606)

Forestry management expenses

-

56,606

102,622

52,984

119,277

331,489

Other operating forestry expenses

-

47,087

381,205

172,708

395,238

996,238

 

As at 31 October 2012 the Group owned nine (30 April 2012: ten) distinct parcels of land across four main geographical areas.

 

The Group owns approximately 16,500 acres in Ashford, New South Wales, Australia. This land was previously being used for cattle grazing and is now being planted with high-value commercial and non-commercial species with a view to longer-term revenue from plantations.

 

The second strategy consists of buying established plantations in the southern United States. Established plantations with a balanced age class distribution are suitable for long and short-term sustainable yield. Marketable products include sawtimber and pulp, which can be sold into healthy forest product markets that exist in this geography. These properties also generate revenue from hunting leases and non-strategic land sales. After a land sale completed during the period (see note 14), the Group owns approximately 15,100 acres of land in the state of Georgia dedicated to this strategy.

 

The third investment strategy involves the development of fast-growth eucalyptus plantations to serve either export log markets in Asia or developing markets in Hawaii. The Group has a leasehold interest in two plantations on the Big Island of Hawaii dedicated to this strategy. Pahala consists of approximately 3,400 acres and Pinnacle approximately 4,700 acres of maturing eucalyptus trees.

 

The Group has a fourth investment strategy of converting bare land to eucalyptus plantation for conversion to charcoal to serve pig iron markets or for emerging pulp and paper markets in Brazil. The Group owns one property in Tocantins, Brazil of approximately 25,700 acres and three properties in Minas Gerais, Brazil totalling approximately 29,400 acres dedicated to this strategy. It is anticipated that the eucalyptus will be grown on a rotation length of seven years.

 

4. Revenue

For the 6

months ended

31 October

2012

Unaudited

For the 6 months ended

31 October

2011

Unaudited

£

£

Sales - harvested timber and stumpage

152,435

637,946

Lease income

59,902

78,739

212,337

716,685

 

5. Administrative expenses

For the 6

months ended

31 October

2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

£

£

Investment Manager's fees (note 25)

310,973

411,098

Directors' fees (note 25)

57,500

57,500

Auditor's fees

38,680

39,295

Professional and other fees

269,251

160,435

Administration of subsidiaries

90,342

61,659

766,746

729,987

 

Administration of subsidiaries includes statutory fees, accounting fees and administrative expenses in regard to the asset holding subsidiaries.

 

6. Forestry management expenses

For the 6

months ended

31 October

 2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

£

£

Asset management fees

243,450

269,795

Appraisal fees

51,260

61,694

294,710

331,489

 

7. Other operating forestry expenses

For the 6

months ended

31 October

 2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

£

£

Property management fees

462,291

313,862

Property taxes

73,446

77,012

Lease payments

71,659

66,545

Fertilisation

7,417

2,150

Repairs and maintenance

18,476

13,700

Trials, inventory and research

6,421

10,341

Pest control, forest protection and insurance

133,835

82,045

Depreciation

743

864

Selling and marketing expenses

1,093

127,496

Other

75,233

302,223

850,614

996,238

 

8. Finance income

For the 6

months ended

31 October

 2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

£

£

Bank interest

12,674

38,500

 

9. Finance costs

For the 6

months ended

31 October

2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

£

£

Interest paid on bank loan and loan fees

376,669

278,099

Other finance costs

11,073

96

387,742

278,195

 

10. Taxation

 

Taxation on profit on ordinary activities

The Group's tax credit for the period comprises:

For the 6

months ended

31 October

2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

£

£

Current taxation charge

Hungary at 19%

69,194

-

69,194

-

Deferred taxation credit

Australia at 30%

(233,898)

97,822

Brazil at 34%

(91,381)

(859,405)

United States at 15%-35%*

(25,775)

383,585

(351,054)

(377,998)

Tax credit

(281,860)

(377,998)

* Marginal corporate income taxes in the United States vary between 15% and 35% depending on the size of the profits.

 

For the 6

months ended

31 October

2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

£

£

Tax expense reconciliation

Loss for the period before taxation

(3,877,285)

(4,931,594)

Tax using the Company's domestic tax rate

-

-

Effect of tax rates in foreign jurisdictions

69,194

-

Changes in temporary differences

(351,054)

(377,998)

Taxation credit for the period

(281,860)

(377,998)

 

At the period end date the Group has unused operational and capital tax losses. No deferred tax asset has been recognised in respect of these losses due to the unpredictability of future taxable profits available against which they can be utilised. Tax losses arising in the United States can be carried forward for up to 20 years; those arising in Brazil and Australia can be carried forward indefinitely.

 

Operational tax losses not recognised in the financial statements

For the 6

months ended

31 October

2012

Unaudited

For the

year ended

30 April

2012

Audited

£

£

Balance at beginning of the period/year

11,875,911

11,258,456

Tax losses not provided

1,295,888

1,009,477

Exchange movements

(55,259)

(392,022)

Balance at the end of the period/year

13,116,540

11,875,911

 

The value of deferred tax assets not recognised in regard to operational tax losses amounted to £4,266,994 (30 April 2012: £3,847,360).

 

The value of deferred tax assets not recognised in regard to capital tax losses of £4,595,983 (30 April 2012: £4,178,212 amounted to £1,562,634 (30 April 2012: £1,420,592).

 

 

Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon:

 

Assets

Liabilities

Net balance

2012

2012

2012

31 October 2012 (unaudited)

£

£

£

Balance at the beginning of the period

-

(4,646,929)

(4,646,929)

Movements

Decrease in fair value of investment property and plantations

-

366,389

366,389

Accelerated tax depreciation

-

(1,090)

(1,090)

Capitalised assets deducted

-

(14,245)

(14,245)

Total movements for the year

-

351,054

351,054

Exchange differences

-

122,409

122,049

Balance at the end of the period

-

(4,173,466)

(4,173,466)

 

Assets

Liabilities

Net balance

2012

2012

2012

30 April 2012 (audited)

£

£

£

Balance at the beginning of the year

7,768

(4,785,470)

(4,777,702)

Movements

Increase in fair value of investment property and plantations

-

(175,388)

(175,388)

Revaluation on buildings, land, plant and equipment

-

(80,567)

(80,567)

Accelerated tax depreciation

(7,744)

4,887

(2,857)

Capitalised assets deducted

-

(17,407)

(17,407)

Capitalised liabilities taxed

-

(5,456)

(5,456)

Total movements for the year

(7,744)

(273,931)

(281,675)

Exchange differences

(24)

412,472

412,448

Balance at the end of the year

-

(4,646,929)

(4,646,929)

 

11. Basic and diluted loss per share

The calculation of the basic and diluted loss per share is based on the following data:

For the 6

months ended

31 October

 2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

£

£

Loss for the purposes of basic and diluted earnings per share being net loss for the period

(3,595,425)

(4,553,596)

 

31 October

 2012

Unaudited

31 October 2011

Unaudited

Weighted average number of shares

Issued shares at 1 May

102,130,000

104,130,000

Effect of share buy-backs during the period

-

(340,217)

Weighted average number of shares in issue during the period

102,130,000

103,789,783

Basic and diluted loss per share

(3.52) pence

(4.39) pence

 

12. Net asset value

31 October

2012

Unaudited

30 April

 2012

Audited

£

£

Total assets

71,781,469

80,743,670

Total liabilities

8,605,299

12,582,935

Net assets

63,176,170

68,160,735

Number of shares in issue (note 22)

102,130,000

102,130,000

Net asset value per share

0.62

 0.67

 

13. Investment property and plantations

Merchantable

Pre-merchantable

Total

Investment

Total

timber

timber

plantations

property

31 October 2012 (unaudited)

£

£

£

£

£

Fair value as at 1 May 2012

16,745,906

20,587,129

37,333,035

35,839,567

73,172,602

Capitalised costs

-

369,548

369,548

450

369,998

Harvested timber

(167,234)

-

(167,234)

-

(167,234)

Disposals

(3,218,060)

(701,858)

(3,919,918)

(6,307,180)

(10,227,098)

13,360,612

20,254,819

33,615,431

29,532,837

63,148,268

Fair value price (losses)/gains on land and plantations

(410,936)

525,910

114,974

(302,842)

(187,868)

Fair value growth gains on plantations

90,249

-

90,249

-

90,249

Fire, hazardous weather and other damages (impairment)

(31,588)

(1,453,334)

(1,484,922)

-

(1,484,922)

Net decrease in fair value of investment property and plantations

(352,275)

(927,424)

(1,279,699)

(302,842)

(1,582,541)

Foreign exchange effect

178,534

(726,138)

(547,604)

(871,979)

(1,419,583)

Fair value as at 31 October 2012

13,186,871

18,601,257

31,788,128

28,358,016

60,146,144

 

Merchantable

Pre-merchantable

Total

Investment

Total

timber

timber

plantations

property

31 October 2011 (unaudited)

£

£

£

£

£

Fair value as at 1 May 2011

19,515,224

16,793,551

36,308,775

43,838,060

80,146,835

Reclassification of land (note 15)

-

-

-

(175,731)

(175,731)

Capitalised costs

-

2,048,421

2,048,421

4,571

2,052,992

Harvested timber

(16,441)

-

(16,441)

-

(16,441)

Disposals

(398,226)

-

(398,226)

(69,878)

(468,104)

19,100,557

18,841,972

37,942,529

43,597,022

81,539,551

Fair value price gains/(losses) on land and plantations

690,691

(149,871)

540,820

(2,105,137)

(1,564,317)

Fair value growth gains on plantations

238,202

-

238,202

-

238,202

Fire, hazardous weather and other damages (impairment)

(1,420,865)

(115,741)

(1,536,606)

-

(1,536,606)

Net decrease in fair value of investment property and plantations

(491,972)

(265,612)

(757,584)

(2,105,137)

(2,862,721)

Foreign exchange effect

750,772

(507,523)

243,249

(463,591)

(220,342)

Fair value as at 31 October 2011

19,359,357

18,068,837

37,428,194

41,028,294

78,456,488

 

No harvested timber was held at the end of the period (30 April 2012: nil).

 

The land and plantations are carried at their fair value as at 31 October 2012, as measured by external independent valuers Timberland Appraisal Services LLC, Consufor Advisory & Research, URS Australia Pty Limited and Indufor Asia Pacific Limited. Each of the valuers uses similar methodologies, though this can vary depending on the type of investment and local practices.

 

The appraisal for the South Atlantic property in the United States was undertaken by Timberland Appraisal Services LLC. A desktop valuation was carried out at 31 October 2012 and 31 October 2011 and a full valuation at 30 April 2012. The appraisal conforms to Uniform Standards of Professional Appraisal Practice in the United States. Three valuation approaches were considered: the cost approach; the sales comparison approach; and the income approach. Each approach selected as being applicable and necessary to produce credible results is believed to have been applied appropriately. The methodology used in the current period is the same as that used at 30 April 2012 and 31 October 2011. Key inputs include timber prices, land values, projected timber growth and harvest, operational expenses and the discount rate.

 

The properties in Hawaii, Pahala and Pinnacle are leasehold interests without any ownership of the underlying land. These investments were valued by URS Australia Pty Limited in accordance with IFRS. A desktop valuation was carried out at 31 October 2012 and 31 October 2011 and a full valuation at 30 April 2012. For these valuations the discounted cash flow method was selected as being applicable and necessary to produce credible results. This approach is believed to have been applied appropriately. The methodology used in the current period is the same as that used at 30 April 2012 and 31 October 2011. Key inputs include timber prices, projected timber growth and harvest, operational expenses and the discount rate.

 

The 3R Tocantins property in Brazil was valued by Consufor Advisory & Research in accordance with IFRS. A desktop valuation was carried out at 31 October 2012 and 31 October 2011 and a full valuation at 30 April 2012. The method applied for the bare land appraisal was the sales comparison approach. The analysis considered the bare land price from comparable transactions, soil quality, topography of the land, access and distance from cities and the proportion of the property which could be used for cultivation. For the planted forests up to one year old the replacement cost method was used to value the trees. This value is the product of multiplication of planted area and the establishment cost. For the planted forests over one year old, the discounted cash flow method is used to determine value. The methodology used in the current period is the same as that used at 30 April 2012 and 31 October 2011, except that at 31 October 2011 the planted forests under one year old were valued using the income capitalisation approach. Key inputs include timber prices, projected timber growth and harvest, operational expenses and the discount rate.

 

The three properties in Minas Gerais were valued by Consufor Advisory & Research in accordance with IFRS. A desktop valuation was carried out at 31 October 2012 and 31 October 2011 and a full valuation at 30 April 2012. The method applied to the bare land appraisal in all periods was the sales comparison approach. The analysis considered the bare land price from comparable transactions, soil quality, topography of the land, access and distance from cities and the proportion of the property which could be used for cultivation. For the planted forests up to one year old the replacement cost method was used to value the trees. This value is the product of multiplication of planted area and the establishment cost. For the planted forests over one year old, the discounted cash flow method is used to determine value. The methodology used in the current period is the same as that used at 30 April 2012 and 31 October 2011, except that at 31 October 2011 the planted forests under one year old were valued using the income capitalisation approach. Key inputs include timber prices, projected timber growth and harvest, operational expenses and the discount rate.

 

Indufor Asia Pacific Limited valued the Tarrangower investment in Australia consistent with the local equivalent of IFRS. A full valuation was carried out at 31 October 2012, 30 April 2012 and 31 October 2011. Valuation of the land was sub-contracted to Colliers International. There is little comparable transaction evidence to determine the value of land for forestry purposes in the region. Therefore, a combination of the cost approach and the income approach was applied to value the assets in each period. The methodology used in the current period is the same as that used at 30 April 2012 and 31 October 2011. Key inputs include replacement costs, operational expenses, timber prices, projected timber growth and harvest, the compounding rate and the discount rate.

 

The impairment charge during the period related principally to tree mortality and lower growth rate in the 3R Tocantins property and also to a small fire in the Pahala property.

 

The discount rates used in these appraisals range in value from 5.75% to 9.0% (30 April 2012: 6.0% to 9.5%).

 

14. (Loss)/profit on sale of investment property and plantations

For the 6

months ended

31 October

2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

£

£

Proceeds from sale

10,227,098

187,307

Fair value

(9,971,956)

(134,210)

Cost to sell

(72,204)

(33,681)

Foreign exchange effect

(255,142)

(4,964)

(Loss)/profit on disposal

(72,204)

14,452

 

The sales of land and plantations in the current and prior periods relates to the Group's South Atlantic plantation in Florida.

 

15. Buildings, plant and equipment

Furniture

Buildings

Improvements

Motor

Total

and fittings

vehicles

31 October 2012 (unaudited)

£

£

£

£

£

Cost brought forward

1,835

238,769

6,424

17,480

264,508

Accumulated depreciation

(757)

-

-

(7,995)

(8,752)

Balance as at 1 May 2012

1,078

238,769

6,424

9,485

255,756

Movements

Additions

-

-

2,508

-

2,508

Impairment - charged to statement of comprehensive income

-

(5,037)

(2,508)

-

(7,545)

Depreciation for the period

(142)

-

-

(601)

(743)

Foreign exchange effect

(53)

(7,898)

9

15

(7,927)

(195)

(12,935)

9

(586)

(13,707)

Carrying value

Balance as at 31 October 2012

883

225,834

6,433

8,899

242,049

 

Furniture

Buildings

Improvements

Motor

Total

and fittings

vehicles

31 October 2011 (unaudited)

£

£

£

£

£

Cost/valuation

2,161

110,309

24,502

17,865

154,837

Accumulated depreciation

(545)

-

(8,087)

(6,782)

(15,414)

Balance as at 1 May 2011

1,616

110,309

16,415

11,083

139,423

Movements

Reclassification from land (note 13)

-

175,731

-

-

175,731

Depreciation for the period

(171)

-

-

(693)

(864)

Impairment - charged to revaluation reserve

-

(6,603)

-

-

(6,603)

Impairment - charged to statement of comprehensive income

-

(75,704)

(9,767)

-

(85,471)

Foreign exchange effect

(70)

(6,243)

(102)

(37)

(6,452)

(241)

87,181

(9,869)

(730)

76,341

Carrying value

Balance as at 31 October 2011

1,375

197,490

6,546

10,353

215,764

 

The buildings and improvements are carried at their fair value as at 31 October 2012, as measured by external independent valuers. A full valuation was carried out at 30 April 2012 and desktop valuations at 31 October 2012 and 31 October 2011. The buildings and structural improvements have been valued as part of the land on the sales comparison method. The buildings and structural improvements were physically inspected to verify their condition and valued as an added value to the overall land by reference to direct comparison to sales in the district. The motor vehicles and furniture and fittings are carried at cost less accumulated depreciation.

 

16. Trade and other receivables

31 October 2012

Unaudited

30 April 2012

Audited

£

£

Goods and services tax receivable

28,698

19,153

Trade receivables

198,205

171,412

Prepaid expenses

36,038

45,591

262,941

236,156

 

17. Bank borrowings

31 October 2012

Unaudited

30 April 2012

Audited

£

£

Metropolitan Life Insurance Company ("Metropolitan Life")

3,633,756

6,922,019

 

The loan is secured on approximately 15,100 acres of timber and timberland assets located in multiple tracts in the state of Georgia (30 April 2012: 29,000 acres in the states of Georgia and Florida). The fair value of these assets at the period end was £11.4 million (30 April 2012: £21.5 million).

 

During the period, following the disposal of the Florida timberland, the Group repaid US$5.4 million of the loan and Metropolitan Life released US$0.5 million previously held as security on the loan. The loan term is ten years, with a termination date of 15 October 2020 and interest rate fixed at 5.75% over the life of the loan.

 

18. Foreign exchange effect

 

The translation reserve movement in the period has arisen as follows:

31 October 2012

Exchange rate

at 31 October 2012

Exchange rate at 30 April 2012

Translation reserve movement

Unaudited

Australian Dollar

1.5546

1.5566

12,772

Brazilian Real

3.2756

3.1001

(1,752,941)

New Zealand Dollar

1.9610

1.9834

(1,280)

United States Dollar

1.6129

1.6234

352,309

(1,389,140)

 

31 October 2011

Exchange rate

at 31 October 2011

Exchange rate at 30 April 2011

Translation reserve movement

Unaudited

Australian Dollar

1.5277

1.5230

(19,777)

Brazilian Real

2.7625

2.6322

(1,576,977)

New Zealand Dollar

1.9941

2.0628

74,913

United States Dollar

1.6087

1.6707

1,147,959

(373,882)

 

19. Cash and cash equivalents

31 October 2012

Unaudited

30 April 2012

Audited

£

£

Cash held at bank

9,890,228

5,538,100

Cash held in Escrow

1,240,107

1,541,056

11,130,335

7,079,156

 

The cash held in Escrow is held as security against the loan payable to Metropolitan Life Insurance Company (see note 17). During the period the sum of US$0.5 million was released from Escrow.

 

20. Trade and other payables

31 October 2012

Unaudited

30 April 2012

Audited

£

£

Accruals

349,223

294,352

Trade creditors

128,523

383,773

Retentions held*

295,433

312,157

773,179

990,282

* The Company's Brazilian subsidiary, 3R Tocantins Florestais Ltda., retained approximately 6% of the purchase price of the 3R Tocantins property for a period of five years from October 2008, to support any liability associated with the previous ownership.

 

21. Net asset value reconciliation

For the 6

months ended

31 October

2012

Unaudited

For the

year ended

30 April

 2012

Audited

For the 6

months ended

31 October

 2011

Unaudited

£

£

£

Net asset value brought forward

68,160,735

81,468,859

81,468,859

Translation of foreign exchange differences

(1,389,140)

(4,586,730)

(373,882)

(Loss)/profit on revaluation of property and plantation

(97,619)

1,592,252

(1,326,115)

Impairment loss on plantations

(1,484,922)

(1,451,208)

(1,536,606)

(Loss)/profit on sale of investment property and plantations

(72,204)

686,730

14,452

Revaluation of buildings - through statement of comprehensive income

(7,545)

(87,950)

(85,471)

Revaluation of buildings - through revaluation reserve

-

(6,603)

(6,603)

Finance costs

(387,742)

(619,839)

(278,195)

Net foreign exchange gain/(loss)

31,968

(58,796)

(71,759)

Loss before above items

(1,577,361)

(4,558,340)

(1,269,902)

Share buy-backs

-

(1,093,740)

(622,018)

Dividend paid

-

(3,123,900)

(3,123,900)

Net asset value carried forward

63,176,170

68,160,735

72,788,860

 

22. Stated capital

31 October 2012

Unaudited

30 April 2012

Audited

£

£

Balance brought forward and carried forward

2,000,000

2,000,000

 

The total authorised share capital of the Company is 250 million shares of no par value. On initial placement 104,350,000 shares were issued at 100 pence each. Shares carry no automatic rights to fixed income but the Company may declare dividends from time to time to which shareholders are entitled. Each share is entitled to one vote at meetings of the Company.

 

On 22 February 2007 a special resolution was passed by the Company to reduce the stated capital account from £104,350,000 to £2,000,000. Approval was sought from the Royal Court of Jersey and was granted on 29 June 2007. The balance of £102,350,000 was transferred to a distributable reserve on that date.

 

The Company was granted authority by shareholders on 15 August 2008 to make market purchases of its own shares, an authority which was renewed on 4 October 2010 and on 12 October 2011.

 

Movements of shares in issue

For the 6

months ended

31 October

2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

Number

Number

In issue at 30 April fully paid

102,130,000

104,130,000

Buy-backs

-

(1,150,000)

In issue at 31 October fully paid

102,130,000

102,980,000

 

23. Reserves

The movements in the reserves for the Group are shown on page 7.

 

Translation reserve

The translation reserve contains exchange differences arising on consolidation of the Group's foreign operations.

 

Distributable reserve

The Company reduced its stated capital account and a balance of £102,350,000 was transferred to distributable reserves. This reserve is utilised if the Company wishes to purchase its own shares and for the payment of dividends.

 

24. Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell net assets.

 

There were no changes to the Group's approach to capital management during the period. Neither the Company nor any of its subsidiaries were subject to externally imposed capital requirements as at 31 October 2012 and 30 April 2012.

 

25. Contingent liability

There is a security interest on the 3R Tocantins property to cover a liability, amounting to BRL5.8 million (approximately £1.8 million), between the previous owners and Banco da Amazonia, a financial institution which lent money to the previous owners who used the property as collateral. 3R Tocantins Florestais Ltda. holds a security interest of superior value on another property of the previous owner to cover this potential liability in the event it materialises. The last valuation on the security interest property, in December 2008, amounted to BRL6.9 million (£2.1 million). The security interest the Company holds will only be released after Banco da Amazonia releases the security interest on the 3R Tocantins property.

 

26. Related party transactions

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. CP Cogent Asset Management LP is the Investment Manager to the Company under the terms of the Investment Management Agreement and is thus considered a related party of the Company.

 

During the period £310,973 (2011: £411,098) was paid to CP Cogent Asset Management LP in respect of management fees.

 

In addition to the management fees the Investment Manager is also entitled to receive a performance fee for an amount payable by reference to the increase in net asset value ("NAV") per share over the course of the financial year. The performance fee hurdle is the NAV at the start of the financial year increased at a rate of 8% per annum, but adjusting by subtracting the amount in pence per share of any dividend paid made during the period, and is subject to a high watermark. The high watermark of the Fund is currently the launch price of £1 per share. If the performance test is met and the high watermark exceeded, the performance fee will be 20% of the excess of the NAV per share multiplied by the weighted average of the number of shares in issue. No performance fee was paid in the period.

 

During the period the Directors received the following remuneration in the form of fees from the Company:

 

For the 6

months ended

31 October

2012

Unaudited

For the 6 months ended 31 October 2011

Unaudited

£

£

Donald Adamson

20,000

20,000

Martin Richardson

12,500

12,500

Robert Rickman

12,500

12,500

William Spitz

12,500

12,500

57,500

57,500

 

Colin McGrady is a director of CP Cogent Asset Management LP, which acts as Investment Manager. He is also a Director of the Company and has waived his Director's fees for the period.

 

At the period end the Directors had the following interests in the shares of the Company:

 

31 October 2012

Unaudited

30 April 2012

Audited

Number

Number

Donald Adamson

550,000

550,000

Colin McGrady

300,000

300,000

Martin Richardson

150,000

150,000

Robert Rickman

25,000

25,000

William Spitz

100,000

100,000

1,125,000

1,125,000

27. Events after the reporting period

On 13 November 2012 the Group appointed Panmure Gordon (UK) Limited as the Company's Nominated Adviser and Broker, in place of Matrix Corporate Capital LLP.

 

On 30 November 2012 the Independent Directors of the Company announced the outcome of their strategic review of the Company. The Independent Directors concluded that it is in the interests of shareholders as a whole that the Company's investment policy be changed to implement a realisation strategy, allowing assets to be realised through an orderly realisation process, enabling cash to be returned to shareholders. There will be no set period for the realisation of the portfolio, but subject to shareholder approval the target will be to complete it within 24 months. An EGM of shareholders to vote on the implementation of the new investment policy has been convened for 22 February 2013.

 

In December 2012 the Tarrangower plantation in Australia was impacted by fire. Approximately 200 acres of plantation were burned and external boundary fences destroyed. The estimated impairment loss as a result of this fire is £310,000.

 

Other than those mentioned above the Group had no significant events after reporting period end that require disclosure in these Financial Statements.

 

 

Key parties

 

Directors

Donald Adamson (Chairman)

Robert Rickman

William Spitz

Martin Richardson

Colin McGrady

 

Registered Office of the Company

26 New Street

St Helier

Jersey JE2 3RA

 

Registrar, Paying Agent and Transfer Agent

Capita Registrars (Jersey) Limited

PO Box 378

Jersey JE4 0FF

 

Sponsor to CISX Listing and Legal Adviser

Carey Olsen Corporate Finance Limited

44 Esplanade

St Helier

Jersey JE1 0BD

 

Corporate Broker and

Nominated Adviser for AIM

Until 30 November 2012:

Matrix Corporate Capital LLP

One Vine Street

London W1J 0AH

United Kingdom

 

From 30 November 2012:

Panmure Gordon (UK) Limited

1 New Change

London

EC4M 9AF

United Kingdom

 

Investment Manager

CP Cogent Asset Management LP

2101 Cedar Springs Road

Suite 1200

Dallas, TX

75201

United States

 

Auditor

KPMG Channel Islands Limited

37 Esplanade

St Helier

Jersey JE4 8WQ

 

Sub Administrator

Praxis Fund Services Limited

PO Box 296

Sarnia House

St Peter Port

Guernsey GY1 4NA

 

Administrator and Company Secretary

Bedell Trust Company Limited

26 New Street

St Helier

Jersey JE2 3RA

 

Property Valuers

Indufor Asia Pacific Limited

L7, 55 Shortland St

PO Box 105039

Auckland City 1143

New Zealand

 

Consufor Advisory & Research

Rua Fagundes Varela

585 - Jardim Social

CEP 82520-040

Curitiba

Brazil

 

URS Australia Pty Limited

Level 6, 1 Southbank Boulevard

Southbank

VIC 3006

Australia

 

Timberland Appraisal Services, LLC

441 Talking Water Way

Ellijay, GA

30536

United States

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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