PHOENICIAN CORPORATION IV LIMITED
(the
“Company”)
UNAUDITED INTERIM
FINANCIAL INFORMATION
(presented in US
Dollars)
FOR THE SIX
MONTHS ENDED 30 APRIL 2015 AND
DIRECTORATE CHANGE
DIRECTORATE CHANGE
The Company announces that Jason
Futko resigned from the Board as Chairman and Director of
the Company on 25 July 2015.
INTERIM FINANCIAL INFORMATION
STATEMENT OF THE BOARD
The Board has been evaluating acquisitions of either the whole
or part of suitable businesses (the "targets" or singularly, the
"target") that will provide improved value to shareholders.
Where and when appropriate and permitted, we will seek board
representation on each target in which the Company is an investor.
As such, the Company will be a pro-active investor and will seek,
to the extent permitted by all applicable laws, to control and
operate a target. Acquisition of targets is not intended to be
financed solely through the proceeds gained from investors'
subscriptions, but may, if appropriate, be financed through the
issuance of further Class A Shares or through the issuance of
additional unquoted Class B Shares.
It remains the intention of the Company to effect an acquisition
or sign a letter of intent, agreement in principle or definitive
agreement for an acquisition. The Directors have identified
potential targets and are evaluating the opportunities, although no
potential targets are yet at a stage whereby they can be brought to
shareholders' attention. The Company has retained strategic
positions in companies which the Board considers to be of benefit
to the Shareholders.
Past Investment in Amara
On 2 April 2013, the Company
announced it had completed the conversion of the refundable deposit
to Amara in the sum of USD$1,050,000,
into common shares of Amara Hong Kong Limited (“AHK”). The
Company received 36% of the outstanding common shares of AHK.
AHK holds a 100% interest in a Shanghai company with a private Chinese
Renminbi ("RMB") equity license, called Shanghai Amara Equity
Investment Management Co., Ltd. (“Shanghai Amara”).
The Company was in discussions regarding several exciting
business opportunities for Shanghai Amara; however they have not
come to fruition and we were therefore required to write off this
investment under IAS 39 of the IFRS rules.
Loan to Transonic General Trading LLC
On 4 October 2012, the Company
provided a secured Loan Note to Transonic General Trading LLC
(“Transonic”) in the amount of AED250,000 (USD$63,111). Transonic is primarily
engaged in the business of car rental, bus rental and passenger
transport by rented buses. Transonic provides buses including
drivers to transport workers from living residences to/from work
sites. They also provide rental cars for corporate clients and the
rental of heavy equipment on a long term basis such as tipper
trucks, boom loaders and drilling machines. Transonic has used the
proceeds of the Loan Note to facilitate its set up and
expansion.
Interest is due and payable on the Loan Note every 30
days. The Company earns a rate of interest of 2% on the total
value per month whether redeemed or otherwise. The interest
is calculated pro rata to the number of days the interest is due
for the period, in accordance to the amount of days outstanding,
should the Loan Note be redeemed during the term. The Loan Note is
personally guaranteed by Dr. Musab Jassim
Al Qasimi. The terms of the Loan Note are governed by and
shall be construed in accordance with UAE law. The Loan Note was
due for repayment four months from the date of the certificate. The
Loan Note was called and is overdue for repayment. Dr. Jassim
assures us he will repay the Loan Note, with accrued
interest. He has since paid AED100,000 (USD$27,225), and has agreed to make further
payments against the balance of $63,110.
Makkah and Madinah Holdings
Investment
The Company still maintains its holding in Prime Investments
Group Limited which now trades under the name Makkah and Madinah Holdings (“MMH”).
MMH’s bid-price on the ICAP Securities and Derivatives Exchange is
3.2 cents (2
pence at Oct 31, 2014 spot
price) and the Company purchased the investment at 9.6 cents (6 pence
at Oct 31, 2014 spot price).
This means our holding of 11,396,619 shares of MMH is being carried
at USD$444,183 in the financial
statements versus the original cost of $1,325,000. IFRS (IAS 39) required the
Company to write down this asset which is against management’s
belief that this company’s value has gone up during the current
period and not down. At 31 December
2013, the net assets of MMH were $472.36 million (2012: $440.41 million) or $0.37 per share (2012: $0.35). MMH’s book value has increased year
on year and our value per share should therefore be higher.
Management firmly believe that this asset is undervalued based on
today’s share price on ISDX.
MMH's main asset was a land bank of 67 plots which have a gross
floor area of 21,905,000 square feet in a project known as the Eye
of Ajman in the Emirate of
Ajman, UAE, which Ernst &
Young's Dubai office has valued at
approximately US$400,000,000 (the
“Eye of Ajman”). In May 2012, a
transaction to sell the Eye of Ajman was approved. In consideration for the
disposal, MMH acquired a 100% interest in Makkah & Madinah
International Limited, which in turn has a 34% interest in the
closed joint stock company of Makkah & Madinah Commercial
Investments Company, KSA (“MMCI”). MMCI was incorporated in
2005 with a paid up capital of SAR
2,000,000,000, It is a closed joint stock company, with real
property assets in the holy cities of Makkah & Madinah and
commercial investments in Egypt.
For more information on MMH, please refer to the ICAP Securities
and Derivatives Exchange website.
Enco Fuels Limited Financing Agreement
On 24 January 2014, the Company
announced a collaboration, financing and option agreement with Enco
Fuels Limited. Under the terms of the arrangement, the
parties agreed to work together on projects in the retail petroleum
industry in the UK to jointly develop and agree strategies, to
pursue such opportunities, and raise necessary capital unless
terminated earlier in accordance with the provisions therewith, the
Agreement was for a term of 2 years.
The Company has agreed to work with Enco on an initial
opportunity relating to four sites in Scotland, namely Garvock, Boghall, Bridgeton
and Tam O Shanter (the "Sites"). On a consolidated basis, the
revenues of the four sites were approximately $11,193,000 (GBP7,000,000) in the year ended 31 December 2013. The Company agreed to provide a
bank guarantee (the “BG”) of $263,198
(GBP160,000 at the spot rate on that
date) which would allow Enco to secure purchasing terms with petrol
suppliers for the sites. Prior to the BG being in place, the
necessary funds were deposited with Certas Energy's UK lawyer (as
the supplier of the goods necessary to operate the Sites). Any
funds released from the escrowed funds or the BG will be reimbursed
in full.
In consideration for providing the escrowed funds and the BG,
the Company is entitled, under the Agreement, to 5% per annum on
the full amount of the escrowed funds and the BG, such payments to
be received by the Company in equal monthly instalments commencing
one month after the funds have been escrowed.
All amounts due to the Company by Enco under the agreement have
been secured by means of a personal guarantee from one of the
shareholders of Enco, a debenture over a company he owns which
operates successful family entertainment centres located in
Dubai and a debenture over the
assets of Enco.
Pursuant to the Agreement, the Company has been issued with an
option to acquire 6% of the then issued share capital of Enco for
$48,000 (GBP30,000). Moreover, at the time of
exercising such option (which is exercisable at The Company's
discretion), the Company will be granted share options to acquire
further shares in Enco at a price and amount to be mutually
agreed.
On 8 December 2014 the Company
terminated its agreement with Enco and have received all monies
previously advanced under the agreement. The agreement was
terminated as Enco failed to meet the payment obligations under the
agreement. After the termination Enco repaid the initial
deposit.
Subsequent to the reporting period, Jason Futko resigned as Chairman and Director of
the Company on 25 July 2015.
As of 31 July 2015, there have
been no significant changes in the operations of the Company and we
are diligently pursuing additional investment opportunities with
the objective of generating significant returns to
shareholders.
Edwin S.
Lee
Director
STATEMENT OF COMPREHENSIVE INCOME
|
|
|
Six
Months
Ended
30 April 2015 |
Six
Months
Ended
30 April 2014 |
|
Notes |
|
$ |
$ |
|
|
|
|
|
Revenue |
|
|
- |
- |
|
|
|
|
|
Administrative
expenses |
|
|
(96,656) |
(64,752) |
|
|
|
|
|
Other
(losses)/gains |
|
|
- |
- |
|
|
|
|
|
Operating
loss |
|
|
(96,656) |
(64,752) |
|
|
|
|
|
Other income |
|
|
- |
90,822 |
|
|
|
|
|
Loss before income
tax |
|
|
(96,656) |
26,070 |
|
|
|
|
|
Income tax
expense |
|
|
- |
- |
Loss for the year
from continuing operations |
|
|
(96,656) |
26,070 |
|
|
|
|
|
Other comprehensive
income: |
|
|
|
|
Fair value loss on
available-for-sale financial assets |
|
|
(91,117) |
- |
|
|
|
|
|
Total other
comprehensive income |
|
|
(91,117) |
- |
Total comprehensive
income for the year |
|
|
(187,773) |
26,070 |
Earnings per
share |
|
|
|
|
Basic and diluted loss
per share in US cents |
2 |
|
(0.01¢) |
(0.01¢) |
The Statement of Comprehensive Income has been prepared on the
basis that all operations are continuing operations.
STATEMENT OF FINANCIAL POSITION
|
|
|
As
at
30 April
2015 |
As
at
30 April
2014 |
|
Notes |
|
$ |
$ |
Assets |
|
|
|
|
|
|
|
|
|
Non-current
assets |
|
|
|
|
|
|
|
|
|
Available-for-sale
financial assets |
|
|
262,101 |
577,251 |
Other receivables |
|
|
63,111 |
425,038 |
|
|
|
|
|
|
|
|
325,212 |
1,002,289 |
Current
assets |
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
|
|
122,001 |
17,202 |
|
|
|
|
|
Total
assets |
|
|
447,213 |
1,019,491 |
|
|
|
|
|
Capital and
reserves attributable to |
|
|
|
|
Equity holders of
the Company |
|
|
|
|
|
|
|
|
|
Share capital |
|
|
586,244 |
586,244 |
Share premium |
|
|
4,762,513 |
4,762,513 |
Other reserves |
|
|
(1,052,055) |
(778,012) |
Retained earnings |
|
|
(4,005,040) |
(3,709,022) |
|
|
|
|
|
Total
Equity |
|
|
291,662 |
861,723 |
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
|
|
|
|
Other payables and
accruals |
|
|
155,551 |
157,768 |
|
|
|
|
|
Total
liabilities |
|
|
155,551 |
157,768 |
|
|
|
|
|
Total Equity and
Liabilities |
|
|
447,213 |
1,019,491 |
The Financial Statements were approved by the Board of Directors
and authorised for issue on 31 July
2015 and were signed on its behalf by:
STATEMENT OF CHANGES IN EQUITY
Attributable to equity shareholders
|
Ordinary shares |
Share
premium |
Other
reserves |
Retained earnings |
Total
equity |
|
$ |
$ |
$ |
$ |
$ |
At 31 October
2012 |
586,244 |
4,762,513 |
690,361 |
(3,614,811) |
2,424,307 |
Loss for the year |
- |
- |
- |
(120,281) |
(120,281) |
Other comprehensive income |
|
|
|
|
|
Fair
value loss on
available-for-sale financial assets |
- |
- |
(1,468,373) |
- |
(1,468,373) |
|
|
|
|
|
|
Total comprehensive
income for the year |
- |
- |
(1,468,373) |
(120,281) |
(1,588,654) |
|
|
|
|
|
|
At 31 October
2013 |
586,244 |
4,762,513 |
(778,012) |
(3,735,092) |
835,653 |
Loss for the year |
- |
- |
- |
(173,292) |
(173,292) |
Other comprehensive income |
|
|
|
|
|
Fair
value loss on
available-for-sale financial assets |
- |
- |
(182,926) |
- |
(182,926) |
|
|
|
|
|
|
Total comprehensive
income for the year |
- |
- |
(182,926) |
(173,292) |
(356,218) |
|
|
|
|
|
|
At 31 October
2014 |
586,244 |
4,762,513 |
(960,938) |
(3,908,384) |
479,435 |
Loss for the six
months |
- |
- |
- |
(96,656) |
(96,656) |
Other comprehensive income |
|
|
|
|
|
Fair
value loss on
available-for-sale financial assets |
- |
- |
(91,117) |
- |
(91,117) |
|
|
|
|
|
|
Total comprehensive
income for the year |
- |
- |
(91,117) |
(96,656) |
(187,773) |
|
|
|
|
|
|
At 30 April
2015 |
586,244 |
4,762,513 |
(1,052,055) |
(4,005,040) |
291,662 |
CASH FLOW STATEMENT
|
|
|
Six
Months
Ended
30 April
2015 |
Six
Months
Ended
30 April
2014 |
|
Notes |
|
$ |
$ |
|
|
|
|
|
Net cash used in
operating activities |
|
|
(112,271) |
(303,105) |
|
|
|
|
|
Investing
activities |
|
|
|
|
Loans recovery |
|
|
256,002 |
- |
Interest received |
|
|
- |
81 |
|
|
|
|
|
Net cash (used
by)/generated from investing activities |
|
|
256,002 |
81 |
|
|
|
|
|
Net change in cash and
cash equivalents |
|
|
143,731 |
(303,024) |
|
|
|
|
|
Foreign exchange
differences on translation |
|
|
(22,128) |
(1,998) |
|
|
|
|
|
Cash and cash
equivalents at the beginning of the year |
|
|
398 |
322,226 |
|
|
|
|
|
Cash and cash
equivalents at the end of the year |
|
|
122,001 |
17,204 |
There were no significant non-cash transactions during the six
months ended 30 April 2015 or the six
months ended 30 April 2014.
NOTES TO THE FINANCIAL
STATEMENTS
- ACCOUNTING POLICIES
GENERAL INFORMATION
The Company was incorporated, and is domiciled, in the
Commonwealth of Bahamas on
29 May 2007 as a limited company.
In March 2009 the Company was
admitted to the PLUS quoted Market (now ISDX Market). The address
of the Company’s registered office is Olde Town Marina, Unit #2,
Sandyport, West Bay Street, P.O.Box N-4825, Nassau, Bahamas.
BASIS OF PREPARATION AND ACCOUNTING
POLICIES
The principal accounting policies applied in the preparation of
these Financial Statements are set out below. These policies have
been consistently applied to the years presented, unless otherwise
stated.
a) Basis of Preparation
The Financial Statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs as adopted by
the European Union), International Financial Reporting
Interpretations Committee (IFRIC) interpretations and the ISDX
Market Rules. The Financial Statements have also been prepared
under the historical cost convention as modified by the carrying of
available-for-sale financial assets at fair value.
Items included in the Financial Statements are measured using
the currency of the primary economic environment in which the
entity operates (“the functional currency”). The Financial
Statements are presented in United
States Dollars ($), which is the Company’s functional and
presentational currency, and rounded to the nearest dollar.
Comparative figures relate to the six months ended 30 April 2014.
The preparation of Financial Statements in conformity with IFRSs
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company’s accounting policies. The areas involving
judgements or where estimates and assumptions are significant are
disclosed below.
2 EARNINGS PER
SHARE
The calculation of the basic earnings/(loss) per share is based
on the profit/(loss) attributable to the shareholders of the
Company divided by the weighted average number of shares in issue
during the year.All earnings/(loss) per share calculations relate
to continuing operations of the Company.
In accordance with IAS 33, shares are usually included in the
weighted average number of shares from the date consideration is
receivable. Ordinary shares issued as a result of the conversion of
a debt instrument to ordinary shares are included from the date
that interest ceases to accrue.
The Company has potential ordinary shares As At 30 April 2015 being share options and
warrants.However, the diluted earnings per share is the same as the
basic earnings per share as the options that were in existence have
an immaterial effect on the earnings per share (2014 -
anti-dilutive effect on the loss per share) and therefore have not
been taken into account.
|
|
Loss attributable to shareholders |
Weighted average
number of shares |
Basic loss per share
in US cents |
Six
months ended 30 April 2015
Six months ended 30 April 2014 |
|
|
$(96,656)
$(64,752) |
100,719,094
100,719,094 |
(0.01¢)
(0.01¢) |
|
|
|
|
|
|
3 REVIEW BY
THE AUDITORS
This unaudited interim statement has not been subject to a
review by the Group’s auditors PKF Littlejohn LLP.
4 DIVIDEND
DISTRIBUTION
The Directors do not recommend the payment of a dividend at this
time.
5 DISTRIBUTION
OF INTERIM REPORT
Copies of the interim report for the six months ended
30 April 2015 are available on the
Company’s website, www.phoenician-iv.com.