TIDMTRC
RNS Number : 4961A
Trinity Capital PLC
29 December 2017
Trinity Capital PLC
Interim financial statements for the six months ended 30
September 2017
Trinity Capital PLC (AIM: TRC) announces its unaudited interim
results for the six months ended 30 September 2017.
For further information, please contact:
FIM Capital Limited
Graham Smith, Director +44 1624 681250
Arden Partners
Nominated Adviser and Broker
+44 207 614
Chris Hardie 5900
Chairman's Report
Dear Shareholder
At 30 September 2017, the last remaining investment held by
Trinity Capital PLC (the "Company" or "Trinity") was its interest
in Trinity Capital (Ten) Limited ("TC-10"), which was held through
its wholly owned subsidiary, Trinity Capital Mauritius Limited
("TCML"). TC-10 in turn held shares in DB (BKC) Realtors Private
Limited ("DB(BKC)"), an Indian real estate development company. The
Company's investment in TC-10 has been valued on the basis of the
disposal proceeds of INR149.6 million (GBP1.7 million) that TC-10
received in November 2017 from the sale of the compulsorily
convertible preference shares issued to TC-10 by DB(BKC) in which
TCML owned the economic interest. Remittance of the proceeds to
TCML is subject to the approval of the controlling shareholders of
TC-10. Although the terms of an agreement executed in November 2016
with the controlling shareholders require that the proceeds are
transferred to TCML as soon as practicable, to date, they have
failed to execute the resolutions necessary for the remittance to
occur.
The Board intends to appoint a liquidator of TCML after it has
received the proceeds from TC-10 and paid substantially all of its
remaining cash to the Company. The Board then intends to convene a
Shareholder meeting of Trinity to seek approval to distribute
substantially all of the Company's remaining cash not required to
meet operating costs and liabilities, and appoint a liquidator.
Accordingly, and as required by international accounting standards,
the financial statements for the six-month period ended 30
September 2017 are presented on a non-going concern basis and
include a provision for run off costs, which are the estimated
operating and liquidation costs up to the date of liquidation.
We report a loss of GBP189,000 for the period which is due
solely to a GBP90,000 increase in the run-off provision and an
exchange rate movement of GBP99,000 in the Company's valuation of
TC-10's INR denominated interest in DB(BKC).
Shareholders will be aware that, in accordance with para 5.6 of
the July 2016 AIM Note for Investing Companies, AIM suspended the
Company's shares from trading with effect from 17 November 2017. We
do not expect trading in the shares on AIM to resume.
The Board will write again to Shareholders when the Shareholder
meeting to appoint a liquidator is convened.
Yours faithfully
Martin M. Adams
Chairman
Consolidated Statement of Comprehensive Income
for the period ended 30 September 2017
Notes (unaudited) (unaudited) (audited)Year to
6 Months to 30 Sep 2017 6 Months to 31 Mar 2017
30 Sep 2016
GBP'000 GBP'000 GBP'000
----------------------------------------------- ------ -------------------------- -------------- -----------------
Fair value movement on investments 9 (98) 3,018 2,295
Interest income from cash and cash equivalents - 13 18
Foreign exchange loss (1) (7) (9)
----------------------------------------------- -------------------------- -------------- -----------------
Net investment (loss)/gain (99) 3,024 2,304
----------------------------------------------- ------ -------------------------- -------------- -----------------
Investment management fees - (76) (76)
Other administration fees and expenses 6 (256) (241) (669)
Change in provision for run-off costs 10 166 - (550)
Movement in legal fee provision 2,000 2,000
----------------------------------------------- ------ -------------------------- -------------- -----------------
Total expenses (90) 1,683 705
----------------------------------------------- ------ -------------------------- -------------- -----------------
(Loss)/profit before tax (189) 4,707 3,009
Taxation - - -
----------------------------------------------- ------ -------------------------- -------------- -----------------
(Loss)/profit for the period (189) 4,707 3,009
----------------------------------------------- ------ -------------------------- -------------- -----------------
Other comprehensive income - - -
----------------------------------------------- ------ -------------------------- -------------- -----------------
(Loss)/profit for the period (189) 4,707 3,009
----------------------------------------------- ------ -------------------------- -------------- -----------------
Basic and diluted (loss)/earnings per share
(pence) 8 (0.1) 2.2 1.4
----------------------------------------------- ------ -------------------------- -------------- -----------------
The notes form an integral part of these financial
statements.
Consolidated Statement of Financial Position
at 30 September 2017
(unaudited) (unaudited) (audited)
Notes 30 Sep 2017 30 Sep 2016 31 Mar 2017
GBP'000 GBP'000 GBP'000
----------------------------------------------------- ------ -------------- -------------- --------------
Non-current assets
Investments as at fair value through profit or loss - 11,207 -
----------------------------------------------------- ------ -------------- -------------- --------------
Total non-current assets - 11,207 -
----------------------------------------------------- ------ -------------- -------------- --------------
Current assets
Investment held for sale 9 1,742 - 1,840
Trade and other receivables - 2 -
Cash and cash equivalents 633 3,170 790
Prepayments 20 25 25
----------------------------------------------------- ------ -------------- -------------- --------------
Total current assets 2,395 3,197 2,655
----------------------------------------------------- ------ -------------- -------------- --------------
Total assets 2,395 14,404 2,655
----------------------------------------------------- ------ -------------- -------------- --------------
Liabilities
Current liabilities
Trade and other payables (200) (184) (105)
Provision for run-off costs 10 (384) - (550)
----------------------------------------------------- ------ -------------- -------------- --------------
Total current liabilities (584) (184) (655)
----------------------------------------------------- ------ -------------- -------------- --------------
Total liabilities (584) (184) (655)
----------------------------------------------------- ------ -------------- -------------- --------------
Net assets 1,811 14,220 2,000
----------------------------------------------------- ------ -------------- -------------- --------------
Represented by:
Share capital 7 2,107 2,107 2,107
Capital redemption reserves 214 214 214
Distributable reserves (510) 11,899 (321)
----------------------------------------------------- ------ -------------- -------------- --------------
Total equity 1,811 14,220 2,000
----------------------------------------------------- ------ -------------- -------------- --------------
Net Asset Value per share (pence) 11 0.9 6.7 0.9
Consolidated Statements of Changes in Equity
for the period ended 30 September 2017
Total Equity
Share Capital Capital Redemption Reserves Distributable Reserves Restated
GBP '000 GBP '000 GBP '000 GBP '000
------------------------------ -------------- ---------------------------- ----------------------- -------------
Balance at 1 April 2016 2,107 214 9,296 11,617
Total comprehensive income - - 4,707 4,707
Distribution - - (2,104) (2,104)
------------------------------ -------------- ---------------------------- ----------------------- -------------
Balance at 30 September 2016 2,107 214 11,899 14,220
------------------------------ -------------- ---------------------------- ----------------------- -------------
Balance at 1 April 2016 2,107 214 9,296 11,617
Total comprehensive income - - 3,009 3,009
Distribution - - (12,626) (12,626)
Balance at 31 March 2017 2,107 214 (321) 2,000
------------------------------ -------------- ---------------------------- ----------------------- -------------
Balance at 1 April 2017 2,107 214 (321) 2,000
Total comprehensive income - - (189) (189)
Balance at 30 September 2017 2,107 214 (510) 1,811
------------------------------ -------------- ---------------------------- ----------------------- -------------
The notes form an integral part of these financial
statements.
Consolidated Statement of Cash Flows
for the period ended 30 September 2017
Notes (unaudited) (unaudited) (audited) Year to
6 Months to 6 Months to 30 Sep 2016 31 Mar 2017
30 Sep 2017
GBP'000 GBP'000 GBP'000
---------------------------------------------- ------ -------------- -------------------------- ------------------
Cash flows from operating activities
(Loss)/profit for the period (189) 4,707 3,009
Adjustments for:
Fair value movement on investments 9 98 (3,018) 1,363
Interest income from cash and cash
equivalents 1 (13) (18)
Movement in foreign exchange - - 9
Movement in legal fee movement - (2,000) (2,000)
Provision for run-off costs 10 (166) - 550
Net realised gain on disposal of investments - - (3,658)
---------------------------------------------- ------ -------------- -------------------------- ------------------
(256) (324) (745)
Changes in working capital
Decrease in receivables 5 4 6
(Increase)/decrease in payables 95 (75) (237)
Net cash used by operating activities (156) (395) (976)
---------------------------------------------- ------ -------------- -------------------------- ------------------
Cash flows from investing activities
Interest received (1) 13 18
Proceeds on disposal of investment - - 8,727
Net cash (outflow)/inflow from investing
activities (1) 13 8,745
---------------------------------------------- ------ -------------- -------------------------- ------------------
Cash flows from financing activities
Distributions - (2,104) (12,626)
Net cash outflow from financing activities - (2,104) (12,626)
---------------------------------------------- ------ -------------- -------------------------- ------------------
Net decrease in cash and cash equivalents (157) (2,486) (4,857)
Cash and cash equivalents at the start of the
period 790 5,656 5,656
Effect of foreign exchange fluctuation on
cash held - - (9)
Cash and cash equivalents at the end of the period 633 3,170 790
------------------------------------------------------ -------------- -------------------------- ------------------
The notes form an integral part of these financial
statements.
Notes to the Financial Statements
for the period ended 30 September 2017
1. General information
The Company is a closed-end investment company incorporated on 7
March 2006 in the Isle of Man as a public limited company. The
Company is listed on the AIM Market of the London Stock
Exchange.
The Company and its subsidiaries (together the "Group") invested
in real estate and real estate related entities in India. In March
2009, Shareholders voted to change the Company's investment policy
by requiring the Company to gradually dispose of its assets over
time and return capital to investors.
2. Statement of compliance
These interim consolidated financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting.
They do not include all of the information required for full annual
financial statements, and should be read in conjunction with the
consolidated financial statements of the Group as at and for the
year-ended 31 March 2017.
The consolidated financial statements of the Group as at and for
the year ended 31 March 2017 are available upon request from the
Company's registered office at IOMA House, Hope Street, Douglas,
Isle of Man or at www.trinitycapitalplc.com.
These interim consolidated financial statements were approved by
the Board of Directors on 27 December 2017.
3. Significant accounting policies
The accounting policies applied in these interim financial
statements are the same as those applied in the Group's
consolidated financial statements as at and for the year ended 31
March 2017. Most notably, the financial statements are presented on
a non-going concern basis
There are no IFRS or IFRIC interpretations that are not yet
effective that would be expected to have a material impact to the
Company.
4. Critical accounting estimates and assumptions
The preparation of condensed consolidated interim financial
statements in conformity with IFRSs requires management to make
judgements, estimates, and assumptions that affect the application
of accounting policies and reported amounts of assets and
liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances,
the results for which form the basis of making the judgements about
carrying values of assets and liabilities that are not readily
available from other sources. Actual results may differ from these
estimates.
In preparing these condensed consolidated financial statements,
the significant judgements made by management in applying the
Group's accounting policies were the same as those that applied to
the consolidated financial statements as at and for the year ended
31 March 2017.
5. Financial risk management policies
The principal risks and uncertainties are consistent with those
disclosed in preparation of the Group's annual financial statements
as at and for the year ended 31 March 2017.
6. Other administration fees and expenses
(unaudited) (unaudited) (audited)
6 Months to 6 Months to 12 Months to
30 Sep 2017 30 Sep 2016 31 Mar 2017
GBP'000 GBP'000 GBP'000
----------------------------------------------------- -------------- -------------- ---------------
Administration fees 63 77 138
Audit fees - 19 27
Directors' fees including Directors' Incentive Plan 86 113 335
Legal fees and other professional costs 86 11 127
NOMAD & Broker fees 21 21 42
256 241 669
----------------------------------------------------- -------------- -------------- ---------------
7. Share capital
The authorised share capital at 30 September 2017 and 31 March
2017 and the issued and fully paid share capital at the same dates
were as follows:
Authorised Issued and fully paid
No. of Shares GBP No. of Shares GBP
-------------- ----------
Ordinary shares of GBP0.01 each 416,750,000 4,167,500 210,432,498 2,104,325
Deferred shares of GBP0.01 each 250,000 2,500 250,000 2,500
417,000,000 4,170,000 210,682,498 2,106,825
--------------------------------- -------------- ---------- -------------- ----------
8. (Loss)/earnings per share
The basic earnings/(loss) per ordinary share is calculated by
dividing the net loss attributable to the ordinary Shareholders of
the Company by the weighted average number of ordinary shares in
issue during the period.
(unaudited) (unaudited) (audited)
6 Months to 6 Months to year to
30 Sep 2017 30 Sep 2016 31 Mar 2017
(Loss)/earnings attributable to owners of parent (GBP'000) (189) 4,707 3,009
Weighted average number of ordinary shares in issue ('000) 210,682 210,682 210,682
(Loss)/earnings per share (pence) (0.1) 2.2 1.4
------------------------------------------------------------ -------------- -------------- --------------
The Company has no potential dilutive ordinary shares; the
diluted (loss)/earnings per share is the same as the basic
(loss)/earnings per share.
9. Investment - held for sale
At 30 September 2017, the last remaining investment of the
Company was its minority holding in Trinity Capital (Ten) Limited
("TC-10"), which was held through Trinity Capital Mauritius Limited
("TCML"). TCML was entitled to the entire economic benefit of
TC-10's ownership of Compulsorily Convertible Preference Shares
("CCPS") in DB (BKC) Realtors Private Limited, an Indian property
development company. On 17 October 2017, TC-10 entered into a sale
and purchase agreement with DB Realty Limited in relation to all of
the CCPS held by TC-10 (the "Transaction"). TC-10 received the sale
proceeds of INR 149.6 million in November 2017
The investment in TC-10 was valued at 31 March 2017 and 30
September 2017 based on the agreed selling price. At 30 September
2017, it is stated at the GBP amount of GBP1,742,000 actually
received, (net of disposal costs). At 31 March 2017 it was stated
at GBP1,840,000, being the GBP equivalent of the INR amount due
using the prevailing exchange rate, and the movement of GBP98,000
in the six months' period is entirely attributable to foreign
currency movement and disposal costs.
10. Provision for run-off costs
A provision has been made for the estimated unavoidable costs
that are expected to be incurred in respect of the winding up of
the Company. At 30 September 2017, it was estimated that these
costs, consisting of regular administration costs and liquidation
costs associated with the closure of the Company and the remaining
subsidiaries are likely to be GBP384,000. Movements in the
provision are as set out below.
GBP'000
Provision at 31 March 2017 550
Actual expenses incurred in period (note 6) (256)
Increase in provision 90
Estimate of costs from 1 October 2017 up to the date of liquidation 384
--------------------------------------------------------------------- --------
Future run-off costs actually incurred may differ significantly
from the amount provided for in these financial statements.
11. Net asset value per share
(unaudited) (unaudited)
30 Sep 2017 30 Sep 2016 (audited) 31 March 2017
Net assets attributable to Shareholders (GBP '000) 1,811 14,220 2,000
Number of ordinary shares in issue ('000) 210,682 210,682 210,682
Net Asset Value (pence) 0.9 6.7 0.9
------------------------------------------------------ -------------- -------------- ------------------------
12. Related party transactions
Graham Smith is a Director of the Company and of the
Administrator. The fees paid to the Administrator for the period
amounted to GBP50,000 (six months ended 30 September 2016:
GBP50,000). Mr Smith was not paid a Director's fee during the
period.
13. Events after reporting date
As described in Note 9, TC-10 sold its entire interest in the
CCPS in DB (BKC) Realtors Private Limited in October 2017. At the
date of this report, the sale proceeds are held by TC-10, and
remittance of the proceeds to TCML is subject to the approval of
the controlling shareholders of TC-10.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR UWUSRBKAUUAA
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