Preliminary results
Clean Energy Brazil PLC
01 August 2007
Clean Energy Brazil PLC
MAIDEN RESULTS FOR THE PERIOD ENDED 30 APRIL 2007
Clean Energy Brazil plc ('CEB') is a leading specialist investment company
focused on Brazil's sugar cane/ethanol industry. The Company's investments
produce sugar, ethanol, electricity and other bi-products from our own sugar
cane, a renewable feedstock. CEB operates through its investment manager, Temple
Capital Partners Ltd. ('TCP'), which brings together the highly experienced team
from Czarnikow Group (a leading worldwide sugar and ethanol market services
provider), Agrop (a leading Brazilian agricultural and industrial specialist
services company) and Numis (a leading UK investment bank with specialists
focusing on new energy).
CEB invests through partnership with existing Brazilian sector participants
offering funds for accelerated expansion, professional execution of business
growth, development of its own greenfield assets and the opportunity to
consolidate this highly fragmented business sector.
These financial results are for the first period to 30 April 2007. The period of
the 'off-crop' when cane is not harvested, runs from January until March.
Therefore, this first reporting period is necessarily short and runs through the
'dormant' off-crop economic activity in our investment in Usaciga.
HIGHLIGHTS
• Admission to AIM on 18 December 2006 and placing of £100 million
• Completed initial investment of approximately US$127 million in Usaciga on
27 March 2007
• At the Usaciga site, agricultural and industrial efficiency gains have
been achieved in line with management's best expectations
• Maiden interim dividend of 2.5 pence was paid to shareholders on 19 July 2007
• Active risk management by TCP has meant that CEB's existing assets are
largely protected from current short term price volatility. However, CEB is
exposed to medium and longer term trends which management believes to be very
positive
• CEB is building an integrated group of scale, working with its chosen
partners to take full advantage of the significant growth potential and
consolidation opportunities in this industry
• CEB is currently negotiating additional opportunities to replicate its
existing strategy to build a significant profitable sugar and ethanol group
with operating capacity to crush up to 30 million tonnes of sugar cane per
annum
• With Usaciga and the planned acquisition and subsequent capital expenditure in
Pantanal (CEB's greenfield development in Mato Grosso do Sul), CEB has fully
committed the investment funds raised at its IPO
Antonio Monteiro de Castro, Chairman of Clean Energy Brazil, commented:
'I am confident that our strategy of investing directly into existing and
greenfield Brazilian sugar/ethanol assets and actively managing and developing
them is creating value for shareholders. This has been clearly demonstrated by
the acquisition of Usaciga and the improvements CEB has already successfully
made in the relatively short period that we have been actively managing it.
I am pleased to report that the partnership of service providers in our
investment manager is working very well, providing a flexible structure that
allows easy access to some of the best relationships in the industry whilst
offering expertise, enthusiasm and commitment. To date this team has achieved
very good results especially given the commercial environment in which we are
operating.
I remain optimistic about the prospects for the company and I look forward to
reporting further progress in the year ahead and beyond.'
www.cleanenergybrazil.com
Further enquiries:
Clean Energy Brazil Tel: +44 (0)20 7839 4321
Antonio Monteiro de Castro a.castro@cleanenergybrazil.com
Temple Capital Partners Tel: +44 (0)20 7972 6643
Peter Thompson p.thompson@cleanenergybrazil.com
Numis Securities Limited Tel: +44 (0)20 7260 1000
David Shapton
Smith & Williamson Corporate Finance Limited Tel: +44 (0)20 7131 4000
Azhic Basirov
David Jones
Fishburn Hedges Tel: +44 (0)20 7544 3133
James Benjamin Mob: +44 (0)7747 113 930
Andy Berry Mob: +44 (0)7767 374 421
ceb@fishburn-hedges.co.uk
Chairman's Statement
I am pleased to report my first set of results as Chairman of Clean Energy
Brazil. It has been a busy and successful period for the business.
These financial results are for the first period to 30 April 2007. The Board
believes it is important for CEB to have an accounting year from May to April in
order to capture fully the economic activity of the sugar cane crop cycle where,
in the centre-south of Brazil, the harvest runs from May until December each
year. The period of the 'off-crop', when cane is not harvested, runs from
January until March and is the time when modifications to existing industrial
infrastructure, investments and maintenance must be made prior to the run-up to
the harvesting season.
CEB's investee companies, as is the case at our first investment in Usaciga,
will where possible adopt a similar policy which, the Board believes, will
enhance the transparency of our activities. Therefore, this first reporting
period is necessarily short and runs through the 'dormant' off-crop economic
activity in our investment in Usaciga.
I am pleased to confirm that a maiden interim dividend of 2.5 pence was paid to
shareholders on 19 July 2007 and a further interim dividend of 2.5 pence is
planned to be paid during 2007. Dividends for 2007/08 are unlikely to be
fully covered by this stage in the development of our business.
On 18 December 2006, CEB commenced trading on the AIM market in London having
successfully raised £100 million through a placing. CEB's business model is to
invest directly into existing and greenfield Brazilian sugar/ethanol assets and
to actively manage and develop them - the Board believes that investing in new
projects will capture the inherent development premium, whereas acquiring equity
in existing assets will capture immediate cash flows.
We are building an integrated group of scale, working with our chosen partners
to take full advantage of the significant growth potential and consolidation
opportunities in Brazil's sugar/ethanol industry. Whilst CEB is a new entrant,
its management team is not; the team has personal, long standing relationships
within the sector in Brazil. Our investment manager, Temple Capital Partners
('TCP'), can count on professional executives from its services providers,
Czarnikow and Agrop. The Board believes that this constitutes one of the
largest, most connected teams of professionals working in the sugar/ethanol
sector in Brazil.
The target assets comprise agricultural sugar cane plantations, industrial
milling facilities, sugar/ethanol production facilities, and associated export
logistics infrastructure - CEB invests in fully integrated businesses from cane
to final customer. We produce sugar, ethanol and electricity from our own sugar
cane which is a renewable feedstock. CEB is an energy company and the Board
believes that our wider prospects are related to the new energy revolution that
is taking place. The world needs more energy but from sources producing less
carbon emissions. CEB has entered this arena and the Board believes our plans
for the future will take CEB advantageously to the fulcrum of this revolution.
Brazil is the world's largest sugar producer and exporter and is the lowest cost
significant producer of raw sugar in the world. Ethanol produced from Brazilian
sugar cane and processed using the energy derived from the plant itself, reduces
greenhouse gases by over 90% when it substitutes gasoline in motor cars. Growing
acceptance of climate change therefore offers an excellent backdrop to our
activities.
Brazil is unique in having such a huge area of land available for cane expansion
that does not encroach into the rainforest or other environmentally protected
areas. Indeed cane itself will not flourish in such humid conditions.
We completed our initial investment of approximately US$127 million in Usaciga
on 27 March 2007. Usaciga is a new joint venture company and comprises interests
in a producing sugar/ethanol mill, three greenfield developments, a bulk sugar
terminal and an ethanol trading company. At Usaciga, we are on track to increase
significantly its cane crushing capacity over the next two to three years by
utilising CEB's investment proceeds, active management expertise and debt
refinancing, with the aim of creating a mill company with a cane crushing
capacity of more than 8 million tonnes per annum.
For this first period to 30 April 2007 no dividend income was received from
invested units and the financial results are the product of cash management and
some small commercial activity. Therefore, these accounts are not typical or
representative of future results, the expectations for which are dealt with in
more detail in the Investment Manager's Report below.
Importantly for CEB, our first cornerstone investment in Usaciga, accounting for
approximately US$127 million of the US$182 million net funds raised from the
IPO, was based on the business valuation as at 31 December 2006. This removed
any of our business exposure for the economic period of the 2006/07 crop year
when CEB was not part of the Usaciga business. In addition, since CEB's
investment manager assumed operational control from January 2007, prior to
completion of the investment transaction, this allowed CEB to implement fully
our plans to improve the operational performance of the existing mill and our
implementation of the hedging programme under Usaciga's price risk management
policy initiated by CEB.
CEB also successfully brought on stream Usaciga's new co-generation facility,
beginning essential work on it during the 'off crop' period, and from which CEB
is now benefiting in the current crop season.
I would now like to comment on the financial results for Usaciga prior to our
investment, for the period ended 31 December 2006. This resulted in a
disappointing loss of R$51.6 million (Brazilian GAAP). The principal reason for
this was a shortfall in the amount of cane harvested during the 2006 crop of 1.5
million tonnes compared with our earlier expectations of 1.7 million tonnes.
This was a result of a lack of investment in cane renovation over previous
years. In addition, general administrative expenses were higher than expected
and higher than industry averages.
I am pleased to report that management is confident of reaching a crushing
capacity from the current harvest of approximately 2.0 million tonnes. In
addition, we have been successfully taking out costs from within the joint
venture since TCP assumed operational control and we expect to see the benefits
of this going forward.
Prior to CEB's involvement, Usaciga had run an overly conservative approach to
risk management which meant that it had not adequately participated in the price
spike in sugar prices seen during the course of 2006. This was not a surprise to
us and we have now instituted a more appropriate risk management policy. This
seeks to protect our business objectives against a defined 'aversion to risk'
whilst using proactive market view driven actions in order to extract value from
the typical volatility of the commodity markets.
The financial results for Usaciga before CEB's investment led to a greater than
expected indebtedness of approximately US$10 million above our estimates at the
time of the IPO. The CEB investment agreement with Usaciga allowed for our
investment consideration to be fully adjusted to reflect this, ensuring CEB
shareholders will not have been impacted by the poor economic performance of the
mill in the period running up to our investment. Furthermore, your Board is
satisfied that the underlying causes of the loss have all been addressed by TCP
in the context of the 2007/08 crop season.
With the completion of the investment in Usaciga and the planned acquisition and
subsequent capital expenditure in Pantanal (CEB's green field development in
Mato Grosso do Sul), the Company has fully committed the investment funds raised
at the IPO.
By leveraging the personal, long standing relationships of our experienced
investment management team within TCP, CEB is currently negotiating additional
opportunities to replicate our existing strategy to build a significant,
profitable sugar and ethanol group with operating capacity to crush up to 30
million tonnes of sugar cane per annum. Should these negotiations develop into
investment opportunities, your Board anticipates that CEB would require
additional equity funds.
During the first 6 months of 2007 sugar prices have been under pressure and from
May seasonal pressure was seen on the domestic ethanol price with the crop
coming on stream. However, CEB anticipates that sugar and ethanol prices will
continue to show volatility providing opportunities to hedge risk. Beyond 2008
the expectation is for the raw sugar futures market price as quoted on the New
York Exchange (The No. 11 contract) to recover into a range of US12-15 cents,
particularly given the sustained strength of the Brazilian Real currency which
has the effect of increasing the dollar cost of production from Brazil.
CEB intends to negotiate under exclusive terms with interested parties who wish
to remain in the sector and do business with us, thus avoiding competitive
bidding. TCP's strong relationships and CEB's partnership model together should
help cushion CEB from the competitive landscape and should assist greatly in
opening up and creating these investment opportunities from which the Company
will aim to maximise value.
I am confident that our strategy of investing directly into existing and
greenfield Brazilian sugar/ethanol assets and actively managing and developing
them is creating value for shareholders. We are building an integrated group of
scale, working with our chosen partners to take full advantage of the
significant growth potential and consolidation opportunities in this industry
despite the competition from other investors to acquire assets and enter the
sector.
This has been a very active period for CEB during a rapidly changing environment
both in the context of market conditions and the investment and acquisition
dynamics of the Brazilian cane sector. Of paramount importance to CEB's
performance is the effectiveness of our investment manager TCP. I am pleased to
report that the partnership of service providers is working very well, providing
a flexible structure that allows easy access to some of the best relationships
in the industry whilst also offering access to their expertise, enthusiasm and
commitment. To date this team, led by Peter Thompson and Marcelo Junqueira, has
achieved very good results especially given the commercial environment in which
we are operating.
I remain optimistic about the prospects for the Company and I look forward to
reporting further progress in the year ahead and beyond.
Antonio Monteiro de Castro
Chairman
1 August 2007
Investment Advisor's Report
Upon the Admission to AIM on 18 December 2006 of CEB, the Investment Manager's
Agreement between CEB and its investment manager Temple Capital Partners ('TCP')
and, in turn, the Service Agreements between TCP and its service providers,
Czarnikow and Agrop, were initiated. Within TCP we have established a number of
operating and reporting procedures in order to manage effectively the business
entrusted to TCP by CEB.
TCP acts as investment adviser to CEB with responsibility for originating,
appraising and presenting investment opportunities in accordance with the
Group's investment strategy and aims. The Directors believe that the
relationships enjoyed by Agrop and Czarnikow, to which CEB has access through
these long term Service Agreements with TCP, is helping to provide a flow of
investment opportunities which meet CEB's investment objectives. TCP has access
to over 40 sugar/ethanol professionals based in Sao Paulo, Rio de Janeiro,
Ribeirao Preto and London. TCP believes that this represents one of the largest
professional teams dedicated to investment in sugar and ethanol assets in
Brazil.
Immediate Operations in Usaciga
In January 2007, prior to CEB's formal completion of its investment, Marcelo
Junqueira, Director of TCP, assumed the position of temporary Chief Executive
Officer within Usaciga in order that Marcelo and the team from TCP could manage
more effectively the implementation of our business plans during the 'off crop'
period. Gilberto Macioli from TCP was appointed temporary Operations Director
during this period.
Initial industrial improvements involving the investment of approximately US$3.0
million have been made by the TCP team in the existing Usaciga facility, which
we expect to yield an increase in industrial efficiency to 92% from an average
of 85% during the 2006 crop. In addition, the Usaciga joint venture invested
approximately US$32.0 million in a new co-generation facility which is now
operational and was officially inaugurated on 30 July 2007. We expect that the
electricity generated will result in a new income stream which will add
approximately US$4.0 million to the 2007/08 crop year revenue for the Usaciga
joint venture.
Usaciga's co-generation facility now uses bagasse, the biomass remaining after
sugarcane stalks are crushed, as a renewable feedstock for power generation. The
bagasse is used as a fuel source for Usaciga's sugar mill, as it produces
sufficient heat energy to supply the needs of the sugar mill, with energy to
spare. The spare energy is then sold into the consumer electricity grid where
there is a growing regional demand for power.
From January 2007, a comprehensive price risk management framework and policy
was agreed for Usaciga. This policy, which includes details of the business
earnings objectives, risk profile and overall market exposure, is being applied
in order to assist the hedging actions. As at 30 June 2007, this has resulted in
approximately 65% of the sugar under management for the 2007/08 crop season
being hedged or realised at an average of US12.44 cents (basis the No.11
market).
Commercial policies and production flexibility, successfully implemented by TCP,
are addressing the early season selling opportunities where ethanol was trading
at a considerable premium to sugar values and, for the first time, white sugar,
which has also been trading at attractive premiums, was produced from the
Usaciga factory for the domestic retail market. TCP is continuing its financial
restructuring in order to reduce the current cost of debt. TCP decided on making
an early repayment of its US$ pre-payment facilities, which has also mitigated
Usaciga's US$/Real currency exposure for the 2007/08 crop which would otherwise
have been a concern given the current strengthening of the Brazilian Real.
In comparison to the crop at 30 June the previous year, at the Usaciga site,
agricultural and industrial efficiency gains have been achieved in line with our
best expectations and its performance is very satisfactory in key areas:
1. field productivity in tonnes of cane per hectare has increased by 7%;
2. sugar/ethanol recovery has increased by 2.5%; and
3. fermentation efficiency has increased from 89% to 93%.
These improvements have resulted in an increased forecast of 2.5 million tonnes
to be crushed during the 2008/09 season, up from our earlier forecast of 2.3
million tonnes.
Developments of the Usaciga greenfield sites at Santa Monica and Rio Parana are
progressing well with cane planting, the ordering of the necessary industrial
equipment and the build out of the factories all leading to ethanol production
in 2009. In addition, Usaciga has negotiated to take 100% control in Rio Parana
from its previous ownership of 33% in return for a R$12 million cane planting
investment on behalf of the previous 67% owners. This will result in increased
capital expenditure for the Usaciga joint venture but gives investors, the
Directors believe, greater opportunity to benefit from capital appreciation than
anticipated at the IPO. On account of TCP's debt restructuring, we believe
Usaciga will have sufficient funds to meet fully these commitments.
A further development opportunity owned by Usaciga, Santa Cruz de Montecastelo,
is now under consideration for the further expansion of the Usaciga business.
This will potentially add a further 2 million tonnes of crushing capacity and
will be dependent on successful negotiation of debt finance.
Since April 2007, we have completed the management reorganisation in Usaciga
adding three new members to the executive team to service the needs of the
business more effectively. These comprise:
- Finance & Administration Director ('Superintendente'), Dario Gaeta, 15
years' experience in multinational companies previously with Hoechst and
Clariant
- Commercial & New Business Development Director, Francisco Campiolo,
agronomist with 26 years' experience
- Operations Director, Rui Pinotti, agronomist with 36 years' experience
We have also invested in Usaciga's infrastructure such as accounting and IT
processes, together with new personnel incentive schemes, to help to underpin
our growth strategy. This will incur some significant costs for Usaciga during
the current crop year but will put in place the framework for a first class,
professional management team, which will now report to a board consisting of
three representatives on behalf of CEB and three from the Barea family.
Usaciga is now on track to build a business which is expected to grow over the
next 4 years to a crushing capacity of approximately 8 million tonnes per annum.
Investment Performance
TCP reviews investment opportunities considering its key investment criteria
developed from CEB's investment strategy. Whilst we aim to meet most of these to
a significant extent for any given investment, these are applied with a degree
of flexibility in consideration of the practical realities of the investment
landscape. TCP's investment criteria comprises:
a) We seek to maximise the proportion of own managed cane that is supplied
within the business to give the greatest economic exposure to the long term
positive outlook for ethanol and sugar prices;
b) Balance between existing business acquisition which can generate
current cash flow, brownfield expansion which can generate rapid increase in
cash flow and greenfield growth which maximises the capital appreciation that
CEB believes will be realised upon the sale of consolidated assets in the
future;
c) Underlying productivity/profitability with key indicators being: land yield
versus land lease cost, industrial efficiency, industrial improvement
potential, additional revenue streams such as electricity generation, product
flexibility between sugar and ethanol and storage and logistics
infrastructure.
d) Consolidation potential. As CEB builds a network of investments that could
be pulled together at a later stage, accessing the premium which CEB believes
can be obtained by creating a group with critical mass; and
e) Relationships with TCP service providers. We prefer to do business with
partners known to Czarnikow and Agrop who already share our strategy and are
willing to negotiate with CEB on an exclusive basis.
During the first half of 2007, TCP has examined 29 investment opportunities
taking 10 of these through to a more detailed investigation and negotiation.
Some of these we reasonably expect will be able to be finalised on attractive
terms for which CEB will require further equity funds.
Pantanal (as detailed at IPO)
We have structured the investment agreement on this established greenfield site
in Mato Grosso do Sul which will give CEB 92% ownership and we are finalising
some conditions precedent before completing the transaction. Planting has been
continuing and factory equipment is held under options and will be ordered
following the completion of the acquisition to give expected ethanol production
commencing in 2009. We are planning for an initial crushing capacity of 1.5
million tonnes. CEB has the available funds to manage the capital expenditure
required to reach this initial capacity and will later seek to use debt to
finance further expansion.
Agua Limpa (as detailed at IPO)
CEB is pleased to announce that the Environmental Licence for its greenfield
development project located in Goias was awarded on 18th July 2007. This project
benefits from irrigation which means that cane planting will commence
immediately with a plan to grow out the plantation with the production of
ethanol in 2010. The initial crushing capacity of this plant will be 1.6 million
tonnes. CEB will need to raise additional funds to meet all of the capital
expenditure required to complete fully the Agua Limpa project.
Investment Market
Many new investors have arrived in the Brazilian market. This has had the effect
of increasing asset values even though spot sugar and ethanol prices have
declined. This has impacted on potential yields from investments but at the same
time has enhanced the total return from investment opportunities including
capital appreciation.
We believe that our partnership model offers an alternative investment case to
some of the other competition for assets in the cane sector and enables us to
open and maximise new opportunities that are exclusive to CEB.
We understand that a number of existing milling groups are considering coming to
the market through IPO's mainly on the BOVESPA Sao Paulo exchange and we believe
this will assist in the valuation of CEB's assets. These groups can be expected
to accelerate the consolidation of the sector and lead to an increased
willingness on the part of some of our target opportunities to protect their
position by partnering with CEB. Therefore, we see the dynamics and interest in
the sector as positive attributes for CEB's business.
TCP's Sugar and Ethanol Market View
Active risk management by TCP has meant that CEB's existing assets are largely
protected from current short term price volatility. For 2008 exposure, we
believe whilst sugar prices could be under pressure from Indian exports, there
will be sufficient volatility to give hedging opportunities above costs of
production. Domestic ethanol prices will continue to show seasonality and
therefore the ability to carry stock into the off-crop period is an important
feature for our business. Through 2008, we believe the trend of Dollar weakness
against the Real is a risk that should be protected against through hedging.
CEB is also exposed to medium and longer term trends which we believe to be very
positive. Demand growth for commodities in general and energy in particular will
continue to bring investor money into commodity markets. Ethanol blending around
the world will lead to increasing export business from Brazil but this will on
occasions have to be met by pricing ethanol out of the Brazilian flex-fuel fleet
and into the international market. The 'tipping' point for this is US16 cents/lb
basis No 11 sugar price.
In respect of the current international sugar prices, we would like to emphasise
our view that lower prices this year compared to last is not the result of the
over-expansion of the Brazilian sugar cane sector. In fact, the additional cane
is being absorbed by ethanol production which has shown a premium to sugar
returns and whilst ethanol prices have also fallen, this has opened up new
demand from flex-fuel motorists where the ethanol prices in some states were not
competitive with gasoline. The potential untapped demand from this is estimated
at 4 billion litres and whilst we do not expect that all this will be accessed,
we also anticipate that ethanol prices will recover substantially during the
next off crop period which is why we have planned to carry a substantial
quantity of Usaciga ethanol production into 2008. With respect to sugar, given
the diversion of cane towards ethanol we estimate that there will in fact be
marginally less sugar exports this season compared to last year, despite the
increase in the cane crop of about 50 million tonnes in the centre-south.
The explanation for current sugar prices is to be found in India where
government support of the sector has created a huge swing from deficit to
surplus production. Whilst most of this surplus is not able to come out into the
international market since its cost of production is higher than the
international market price and the government can only subsidise a certain
quantity, it has created the negative sentiment which has in turn allowed
speculative funds to pressure the market lower. The mills in India which are
required to buy the cane from the farmers are caught between the high cane price
and the low sugar price as a result of the surplus. These mills are losing money
and building up payment arrears to the farmers who in turn can be expected to be
deterred from cane planting in the 2009 cycle, leading to a violent swing once
again to deficit, which will create a more positive background to the sugar
market, in our view.
Therefore, we conclude that current prices do not reflect the underlying
structure of the market and combined with the developments of increasing use of
cane towards ethanol, not only in Brazil, increasing concerns for climate change
and political appetite for action, we continue to see a positive market outlook
over the medium term, two years out from the present.
The strength of the Brazilian Real can negatively affect export margins and we
do have some concerns on this exposure. We have initiated a currency risk
management policy in Usaciga and will do so in other investments which will seek
to reduce the business exposure to this risk, which we see as a part of a longer
term trend that should be addressed at the operating business level. Meanwhile
CEB will continue to operate in US$ and report results in this currency.
Looking Ahead
Global sugar consumption continues to show sustained growth. Ethanol consumption
growth in Brazil is exponential due to new flex-fuel vehicles which today still
only represent 15% of the overall domestic fleet. Electricity consumption in
Brazil is increasing rapidly with the CNI (National Confederation of Industry)
and many other analysts warning of actual shortages expected by 2009.
Many countries are switching to a blend of ethanol in gasoline, initially based
on domestic supply but once introduced we believe there will be a ratchet effect
that will lead to increased blending rates that in turn will need to be supplied
with imports. These facts give us great confidence for the market environment
into which CEB sells its products.
Our clear strategy of partnership, growth and consolidation is showing proven
results with our investment in Usaciga. As CEB is becoming established in the
sector, it has also opened up new opportunities. We have been able to put
investors money to work quickly and economically. We are confident that the
business will continue to deliver sustained profitability as CEB moves to become
an efficient low cost producer in Brazil. In addition, we believe CEB will be
very well placed to benefit from the revaluation of its assets as we move from a
Brazilian agricultural based value to a value based on international energy
markets.
Peter Thompson
Chairman, Temple Capital Partners Ltd.
Marcelo Junqueira
Director, Temple Capital Partners Ltd.
1 August 2007
Consolidated Income Statement
For the period from 19 September 2006 (date of incorporation) to 30 April 2007
$'000
Bank interest received 2,662
Foreign exchange gain 934
Fees and commissions 240
-------
Net investment income 3,836
-------
Investment advisor's fees 952
Other administration fees and expenses 728
-------
Administrative expenses (1,680)
-------
Finance costs (31)
-------
Profit for the period before tax 2,125
-------
Tax -
-------
Profit for the period after tax 2,125
=======
Earnings per share $0.02
Consolidated Balance Sheet
at 30 April 2007
Group
$'000
Non-current assets
Interests in subsidiaries -
Investments 3 93,768
-------
Total non-current assets 93,768
Current assets
Trade and other receivables 413
Cash and cash equivalents 4 98,386
Group balances -
-------
Total current assets 98,799
-------
Total assets 192,567
-------
Non-current liabilities
Loan from portfolio company 5 (6,730)
Current liabilities
Trade and other payables (451)
-------
Total liabilities (7,181)
=======
Net assets 185,386
=======
Represented by:
Share capital 6 1,964
Share premium 7 181,297
Retained reserves 2,125
-------
185,386
=======
Net asset value per ordinary share ($ per share) $1.85
=======
Consolidated Statement of Changes in Equity
For the period from 19 September 2006 (date of incorporation) to 30 April 2007
Share Capital Share Premium Retained Total
Reserves
$'000 $'000 $'000 $'000
Share issue
proceeds 1,964 194,381 - 196,345
Share issue costs - (13,084) - (13,084)
Net profit for the
period - - 2,125 2,125
-------- -------- -------- --------
Net assets at end
of period 1,964 181,297 2,125 185,386
======== ======== ======== ========
Consolidated Cash Flow Statements
For the period from 19 September 2006 (date of incorporation) to 30 April 2007
Group
$'000
Cash flows from operating activities
Profit for the period after tax 2,125
Change in trade and other receivables (413)
Change in trade and other payables 451
--------
Net cash flows from operating activities 2,163
--------
Cash flows from investing activities
Purchase of investments (93,768)
Loan from portfolio company 6,730
--------
Net cash flows used in investing activities (87,038)
--------
Cash flows from financing activities
Proceeds on issue of equity shares net of issue costs 196,345
Issue costs paid (13,084)
--------
Net cash flows from financing activities 183,261
--------
Net Increase in cash and cash equivalents 98,386
Cash and cash equivalents at start of period -
--------
Cash and cash equivalents at end of period 98,386
========
Notes to the Financial Statements
For the period from 19 September 2006 (date of incorporation) to 30 April 2007
1. General information
The Company is a closed-end investment company incorporated on 19 September 2006
in the Isle of Man as a public limited company. The address of its registered
office is IOMA House, Hope Street, Douglas, Isle of Man.
The Company is listed on the AIM market of the London Stock Exchange.
The Group has no employees.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the entities included in the consolidated financial
statements.
Basis of preparation
The financial statements of the Company are prepared in accordance with
International Financial Reporting Standards ('IFRS'), which comprise standards
and interpretations approved by the International Accounting Standards Board and
International Accounting Standards and Standing Interpretations Committee
interpretations approved by the International Accounting Standards Committee
that remain in effect, and applicable legal and regulatory requirements of Isle
of Man law and the London Stock Exchange.
All assets and liabilities are measured on an historical cost basis except for
investments, which are stated at fair value.
The period from 19 September 2006 to 30 April 2007 is the first period of the
Group's operation and, therefore, no comparatives are presented.
Use of estimates
The preparation of financial statements in conformity with International
Financial Reporting Standards requires management to make judgements, estimates
and assumptions that affect the application of policies and the reported amounts
of assets and liabilities income and expense. The estimates and associated
assumptions are based on historical experience and various other factors that
are believed to be responsible under the circumstances, the results of which
form the basis of making the judgments about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates. In particular, the valuation of unquoted
investments relies heavily on such estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
The area of the financial statements most affected by the use of estimates is
the determination of the fair value of unquoted investments.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries and
subsidiary undertakings). Control is achieved where the Company has the power to
govern the financial and operating policies of a portfolio company so as to
obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included
in the consolidated income statement from the effective date of acquisition or
up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used by
the Group. All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Segment reporting
No segment reporting is provided as the Group is engaged in only one business
sector and geographic location.
Income
Dividend income from investments is recognised when the Company's right to
receive payment has been established, normally the ex-dividend date.
Interest income is accrued on a time basis.
Expenses
All expenses are accrued for on an accruals basis and are presented as revenue
items except for expenses that are incidental to the disposal of an investment
which are deducted from the disposal proceeds.
Taxation
Income tax expense comprises current tax. Income tax expense is recognised in
profit or loss except to the extent that it relates to items recognised directly
in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted at the reporting date, and any
adjustment to tax payable in respect of previous years.
Foreign currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which it
operates (the 'functional currency'). The consolidated financial statements are
presented in US dollars, which is the Company's functional and presentation
currency.
Transactions in currencies other than US Dollars are translated at the foreign
exchange rate ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet date are
translated into US Dollars at the foreign exchange rate ruling at that date.
Foreign exchange differences arising on translation are recognised in the Income
Statement. Non-monetary assets and liabilities that are measured in terms of
historical cost in a foreign currency are translated using the exchange rate at
the date of transaction. Non-monetary assets and liabilities denominated in
foreign currencies that are stated at fair value are translated into US Dollars
at foreign exchange rates ruling at the dates the fair value was determined.
The fair value of forward exchange contracts is their marked to market price at
the balance sheet date.
Financial instruments
Financial assets and financial liabilities are recognised on the Company's
balance sheet when the Company becomes a party to the contractual provisions of
the instrument. The Company shall offset financial assets and financial
liabilities if the Company has a legally enforceable right to set off the
recognised amounts and interests and intends to settle on a net basis.
Investments
The portfolio investments of the Company are initially recognised at cost as of
the date of investment. The portfolio's unquoted investments are subsequently
re-measured at fair value at least every six months by the Directors using the
most appropriate valuation techniques. Unrealised gains and losses arising from
the revaluation of investments at the year end are taken directly to the income
statement.
Securities quoted or traded on a recognised stock exchange or other regulated
market, will be valued by reference to the last available bid price quoted on an
active market. Securities which are quoted but not marketable due to securities
law restrictions will be valued at an appropriate discount rate from the public
market price.
Other receivables
Other receivables do not carry any interest and are short-term in nature and are
accordingly stated at their nominal value as reduced by appropriate allowances
for estimated irrecoverable amounts.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangement entered into. An equity instrument is
any contract that evidences a residual interest in the assets of the Company
after deducting all of its liabilities. Financial liabilities and equity
instruments are recorded at the proceeds received, net of issue costs.
Interest-bearing loans and borrowings
Interest-bearing borrowings are recognised initially at fair value less
attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any difference
between cost and redemption value being recognised in the Income Statement over
the period of the borrowings on an effective interest basis.
Other payables
Other payables are not interest bearing and are stated at their nominal value.
Provisions
A provision is recognised in the balance sheet when the Company has a present
legal or constructive obligation as a result of a past event, and it is probable
that an outflow of economic benefits will be required to settle the obligation,
and the obligation can be reliably measured. If the effect is material,
provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability.
Share issue costs
The share issue costs of the Company directly attributable to the Placing and
costs associated with the establishment of the Company that would otherwise have
been avoided have been taken to the share premium account
Deferred income tax
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However,
the deferred income tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor
taxable profit or loss. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the balance sheet date
and are expected to apply when the related deferred income tax asset is realised
or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that
future taxable profit will be available against which the temporary differences
can be utilised.
Deferred income tax is provided on temporary differences arising on investments
in subsidiaries and associates, except where the timing of the reversal of the
temporary difference is controlled by the Group and it is probable that the
temporary difference will not reverse in the foreseeable future.
Dividend distribution
Dividend distribution to the Company's shareholders is recognised as a liability
in the Group's financial statements in the period in which the dividends are
approved.
3. Investments
Investments comprise one holding as follows:
Name Country of Proportion of
Incorporation ownership
interest
Usaciga - Acucar,Alcool E
Energia Eletrica SA Brazil 49%
The investment is stated at fair value, which the Directors' estimate to be
equivalent to cost.
4. Escrow Account
Under the terms of the Investment Agreement with Usaciga - Acucar,Alcool E
Energia Eletrica SA, an Escrow account was established to protect the Company
against certain possible liabilities. At 30 April 2007 $16.8 million was held in
the Escrow account.
5. Loan
The Group has borrowed $6,730,000 from Usaciga - Acucar,Alcool E Energia
Eletrica SA on a market based floating rate. The loan is repayable no later than
2012, but may be paid at the rate of 1/5 of the total outstanding per year.
Repayment may be effected through offsetting against dividends due from the
lender.
6. Share capital
Ordinary shares of 1p each Number of Ordinary shares
shares
(thousands) £,000
Issued 100,000,000 1,000
Authorised 600,000,000 6,000
The Company was incorporated on 19 September 2006 with an authorised share
capital of £2,000 divided into 200,000 ordinary shares of £0.01 each. At
incorporation, two ordinary shares were subscribed for, nil paid, by the
subscribers to the Memorandum of Association.
On 4 December 2006, the Company's authorised share capital was increased from
£2,000 to £6,000,000 divided into 600,000,000 ordinary shares of £0.01 each.
Following the admission of the ordinary shares to trading on AIM on 18 December
2006, 100,000,000 ordinary shares of £0.01 par value were placed at £1.00 per
share.
All shares are fully paid and each ordinary share carries one vote.
In addition to the placing of ordinary shares, 25,000,000 equity warrants were
admitted to trading on AIM. Each warrant entitles the holder to subscribe for
one new ordinary share at £1.00 per share, subject to adjustment as detailed in
the Admission Document.
7. Share premium
The Company's share premium has arisen on the issue of ordinary shares, and
represents the difference between the issue price of £1.00 per share and the par
value of £0.01 per share. Issue costs of $13,083,826 have been expensed against
share premium.
8. Events after the balance sheet date
On 15 June 2007, the High Court in the Isle of Man approved a reduction in the
share capital of the Company by way of cancellation of the share premium
account. The amount cancelled has been credited to distributable reserve.
On 19 July 2007 an interim dividend of 2.5p per share was paid to holders of
ordinary shares.
On 16 July 2007 US$8.8million was released from the Escrow account following
agreement on the completion of terms contained within the Investment Agreement
with Usaciga.
9. Basis of preparation
The above financial information does not constitute statutory accounts within
the meaning of the Isle of Man Companies Acts. Statutory accounts for the period
ended 30 April 2007 will be finalised on the basis of the information presented
in this preliminary announcement and will be delivered to the Isle of Man
Financial Supervision Commission and sent to shareholders following their
publication.
10. Copies of the Annual Report and Accounts for the Company for the period
ended 30 April 2007 will be sent to shareholders today and will be available
from the offices of Smith & Williamson Corporate Finance Limited, 25 Moorgate,
London, EC2R 6AY.
This information is provided by RNS
The company news service from the London Stock Exchange
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