Interim Results

RNS Number : 9921X

Craven House Capital PLC

28 February 2017

 

28 February 2017

Craven House Capital Plc ("Craven House" or "the Company")

Interim Report for the period ended 30 November 2016

STATEMENT BY THE BOARD OF DIRECTORS

Dear Shareholder

We are pleased to be able to report on the considerable growth in the Company's asset base that has delivered in the six-month period to the end of November 2016.

Following multiple capital raises at a premium to the then prevailing share price and the acquisition of assets utilising Craven's shares as acquisition currency, we are able to report a significant increase in the Net Asset Value of the Company to $21.5 million. An increase of over 120% since May 2016 and 210% since November 2015.

The Company's results are reported in US Dollars for the first time; reflecting the fact that the Company's shares began trading in US Dollars during the period and that the underlying transactions, events and conditions that are most likely to impact on Craven's performance are more closely linked to the US Dollar than the GB Pound.

Despite Craven only undertaking one material investment during the period, the Investment Manager continues to evaluate a number or prospective opportunities and we look forward to reporting further investment activity in the coming weeks and months.

THE BOARD OF DIRECTORS - CRAVEN HOUSE CAPITAL PLC

INVESTMENT MANAGER'S REPORT FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2016

As reported at the time of the release of the Company's full year results in November, the six-month period to 30 November 2016 was a period of transformative activity for Craven House.

Including the placing that occurred just prior to the start of the period, the Company raised $14.7 million in new equity at an average of $12.50 per share over a six month period and acquired a further $2.9 million in assets utilising the Company's shares as acquisition currency at an average of $12.21 per share.

As a result, the asset base of the company, on an NAV basis, more than doubled between May and November 2016 and has more than trebled in the twelve months to November 2016.

The majority of the new equity raised was deployed by the Company during the period by way of intercompany loans to Craven's subsidiaries in South Africa ($1.5 million) and Angola ($9.5 million) and, as previously announced, has begun to be invested in these respective jurisdictions, with further investment activity expected to be announced shortly.

As was announced in August 2016, the Company successfully completed the disposal of its investment in the Green Isle Hotel and Conference Centre for a total ROI of 214%. The value of all portfolio investments remained materially unchanged at the period end as there have been no matters of which the board are aware which would in their opinion impact the carrying value of investments.

The Company's income statement shows a profit of $1.604 million for the period. The vast majority of this profit relates to the timing equity fund raises that occurred in May and June 2016; prior to the UK's EU referendum. This profit reflects the gain made as a result the dramatic movement of the GBP vs. USD immediately post the referendum; hence this profit is reflected as a positive administrative expense, rather than a portfolio return. This also accounts for the majority of the $2.153m positive cash flow from operating activities.

As previously reported in July 2016, the Company was unsuccessful in its application to join the Specialist Fund Segment of the London Stock Exchange's Main Market, however successfully completed a share redenomination and consolidation on the 1^st August 2016.

As at the period end, NAV stood at $21.5 million versus a market capitalisation of $17.9 million. Since this time, selling pressure from certain shareholders has seen the share price trade an increased discount to NAV; as of the 24th February 2017 Craven's market capitalisation stood at $9.9 million - less than half of the Company's NAV.

As we have stated repeatedly, we remain undeterred by volatility in Craven's share price; we seek to buy good assets selling below their intrinsic value and our goal is to continue to grow the asset base of the Company and to acquire assets that have a long life and maintain their value in times of trouble. We successfully completed one such transaction since the detailed update provided in November; the purchase of a 500-hectare parcel of land in Canavieiras, Brazil - a property that benefits from 7.5km of direct ocean-front real estate.

Whilst we continue to evaluate a wide range of prospective transactions, the only other material event in the three months since the release of the year-end accounts occurred at the Company's AGM in January, whereby shareholders approved a broadening in the scope of the Company's Investing Policy to a global mandate.

Desmond Holdings Ltd

Investment Manager to Craven House Capital Plc

For further information please contact:

Craven House Capital Plc Mark Pajak www.Cravenhousecapital.com	Tel:   [phone]
SI Capital Broker Nick Emerson www.sicapital.co.uk	Tel: [phone]
SPARK Advisory Partners Limited Nominated Adviser Matt Davis/Mark Brady www.Sparkadvisorypartners.com	Tel:   [phone]

About Craven House Capital:

Craven House Capital is a frontier and emerging market focused merchant bank seeking value oriented long term investments. Craven House invests in all segments of the capital structure in partnership with local entrepreneurs and the local business community. Craven House provides long term patient capital and is often involved in restructuring, expansion and turn around investments in crisis and transitioning economies.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

             CRAVEN HOUSE CAPITAL PLC

INCOME STATEMENT

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2016

			Six months ended				Year Ended
			30 Nov 2016		30 Nov 2015		31 May 2016
			(Unaudited)		(Unaudited)		(Audited)
			$'000		£'000		£'000
CONTINUING OPERATIONS
Gross Portfolio return			160		(38)		(845)
Administrative expenses			1,407		(80)		(409)
OPERATING PROFIT/ (LOSS)			1,567		(118)		(1,254)
Finance costs	2		(8)		(9)		(157)
Finance income			45		5		10
PROFIT/(LOSS) BEFORE INCOME TAX			1,604		(122)		(1,401)
Income tax			-		-		-
PROFIT/(LOSS) FOR THE PERIOD			1,604		(122)		(1,401)
Earnings per share expressed
In pence per share:
Basic	6		0.39		(0.02)		(0.17)
Diluted	6		0.33		(0.02)		(0.17)

             CRAVEN HOUSE CAPITAL PLC

             STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2016

			Six months ended				Year Ended
			30 Nov 2016		30 Nov 2015		31 May 2016
			(Unaudited)		(Unaudited)		(Audited)
			$'000		£'000		£'000
PROFIT/(LOSS) FOR THE PERIOD			1,604		(122)		(1,401)
OTHER COMPREHENSIVE INCOME			-		-		-
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD			1,604		(122)		(1,401)

             CRAVEN HOUSE CAPITAL PLC

STATEMENT OF FINANCIAL POSITION

AS AT 30 NOVEMBER 2016

			Six months ended							Year Ended
			30 Nov 2016			30 Nov 2015				31 May 2016
			(Unaudited)			(Unaudited)				(Audited)
			$'000			£'000				£'000
ASSETS
NON-CURRENT ASSETS
Investments at fair value through
profit or loss	4			19,147			4,635			4,810
				19,147			4,635			4,810
CURRENT ASSETS
Trade and other receivables				3,100			337			2,696
Cash and cash equivalents				36			146			64
				3,136			483			2,760
TOTAL ASSETS				22,283			5,118			7,570
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital	5			12,563			8,526			8,806
Share premium				23,054			7,391			10,451
Retained earnings				(14,142)			(11,332)			(12,611)
TOTAL EQUITY				21,475			4,585			6,646
LIABILITIES
CURRENT LIABILITIES
Trade and other payables				677			134			509
Financial liabilities-borrowings
interest bearing loans and borrowings	7			131			399			415
				808			553			924
TOTAL LIABILITIES				808			553			924
TOTAL EQUITY AND LIABILITIES				22,283			5,118			7,570

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2016

	Called up share capital £'000		Profit and loss account £'000		Share premium £'000		Total equity £'000
Balance at 1 June 2015	8,526		(11,210)		7,391		4,707
Changes in equity
Total comprehensive income	-		(122)		-		(122)
Balance at 30 November 2015	8,526		(11,332)		7,391		4,585
Changes in equity
Issue of share capital	280		-		3,230		3,510
Issue costs	-		-		(170)		(170)
Total comprehensive income	-		(1,279)		-		(1,279)
Balance at 31st May 2016	8,806		(12,611)		10,451		6,646
Changes in equity
Issue of share costs	267		-		3,069		3,336
Issue costs	-		-		(86)		(86)
Balance at 28 July 2016	9,073		(12,611)		13,434		9,896
On 29 July 2016, the company carried out a consolidation and redenomination of ordinary shares. Shareholders received 1 new $1 share for every 734 £0.001 shares held. On the same date there was a change in functional currency of the company in United States dollar.
	Called up share capital $'000		Profit and loss account $'000		Share premium $'000		Total equity $'000
Balance at 29 July 2016 (restated for redenomination)	11,938		(15,746)		17,675		13,867
Issue of share costs	625		-		5,379		6,004
Total comprehensive income	-		1,604		-		1,604
Balance at 30 November 2016	12,563		(14,142)		23,054		21,475

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2016

			Six months ended					Year Ended
				30 Nov 2016		30 Nov 2015		31 May 2016
				(Unaudited)		(Unaudited)		(Audited)
				$'000		£'000		£'000
Cash flows from operating activities
Cash (used in)/generated from operations				2,153		(79)		(109)
Interest paid				-		-		-
Net cash (used in)/generated from operating activities				2,153		(79)		(109)
Cash flows from investing activities
Sale of fixed asset investments				538		-		-
Issue of shares				10,485		-		1,073
Repayment of loans				(471)		-		-
Interest received				45		-		(44)
Net cash generated from investing activities				10,597		-		1,029
Cash flows used in financing
Advance of loans				(13,531)		8		(1,073)
Repayment of loans				724		-		-
Net cash (used in)/generated from financing activities				(12,807)		8		(1,073)
(Decrease)/increase in cash and cash equivalents				(57)		(71)		(153)
Cash and cash equivalents at the beginning				93		217		217
of period as restated in $
Cash and cash equivalents at the end of the				36		146		64
period
Cash and cash equivalents consist of:				36		146		64
Cash and cash equivalents included in current
Assets During the period share capital called up, allotted but not fully paid amounted to $3,000,000. This amount was received post period end.

             CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2016

1.       ACCOUNTING POLICIES

          General Information

Craven House Capital plc is a company incorporated in the United Kingdom under the Companies Act. The address of the registered office is given on the company information page. The Company is listed on the AIM Market of the London Stock Exchange (code: CRV).

The next annual financial statements of Craven House Capital plc will be prepared in accordance with applicable International Financial Reporting Standards (IFRS) as adopted for use by the European Union. Accordingly, the interim financial information in this report has been prepared using accounting policies consistent with IFRS. IFRS are subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and there is an on-going process of review and endorsement by the European Commission. The financial information has been prepared on the basis of the IFRS that the directors expect to be applicable as at 31^st May 2017.

The financial information has been prepared under the historical cost convention except in relation to the fair value adjustments required by accounting standards. The principal accounting policies have been applied to all periods presented.

This financial information is unaudited and does not constitute statutory financial statements within the meaning of Section 434 of the Companies Act 2006. The financial statements of the Company for the year ended 31 May 2016, which were prepared in accordance with IFRS as adopted for use by the European Union, have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not include any statement under Section 498 of the Companies Act 2006.

This financial information is presented in United States dollar, rounded to the nearest $'000. United States dollar is now considered to be the currency of the primary economic environment in which the company operates following a significant change in the operation of the company and share redenomination on 29^th July 2016. Previously the information was presented in pounds sterling.

The directors do not propose the issuance of a dividend.

The interim financial information for the six months ended 30 November 2016 was approved by the directors on 27^th February 2017.

Going concern

The Company has considerable financial resources. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing financial information.

             CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2016

2.  Finance expense

			Six months ended							Year Ended
			30 Nov 2016			30 Nov 2015				31 May 2016
			(Unaudited)			(Unaudited)				(Audited)
			$'000			£'000				£'000
Loan interest				8			9			157
				8			9			157

3.  Taxation

No tax charges arose in the period or in comparative periods as a result of losses incurred.

4.  Investments at fair value through profit or loss

		Quoted Investments $'000		Unquoted Investment $'000		Total $'000
At 1 June 2016 (restated for redenomination)		-		6,718		6,718
Additions		-		13,531		13,531
Disposals		-		(1,262)		(1,262)
Revaluations		-		160		160
At 30th November 2016 (unaudited)		-		19,147		19,147

The revaluation outlined above represents the valuation applied to the resulting investments held by Craven Industrial Holdings Plc or its subsidiaries as at the 30 November 2016 and described in further detail below.

Unquoted investments at 30 November 2016 have been measured on a Level 3 basis as no observable market data was available. These investments are as follows:

Shares in Craven Industrial Holdings Plc are valued at $19,147,218 representing a 100% holding. These have been valued based on the underlying investments within Craven Industrial Holdings plc at the 30 November 2016. The value of Craven Industrial Holdings plc is segmented across its principal investments as follows:

Shares in Craven House Industries Limited are valued at $300,000, representing a 95% holding. Craven House Industries Limited is the 50.1% shareholder of Finishtec Acabamento Tecnicos em Matais Ltd ("Finishtec"). This shareholding has been valued on a net assets basis which the Directors believe represents the best indication of the fair value at the period end. Previously this investment was valued at the price of the recent investment and the change in valuation method was made to reflect current market conditions.

             CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2016

4.  Investments at fair value through profit or loss (continued) Shares in Ceniako Limited valued at $1,293,020 representing a 49% holding. This has been valued at the price originally paid by Craven House Capital as the Directors believe that the price of recent investment continues to represent the best indication of the fair value at the period end based on the information available to them regarding net assets. There have been no changes or events subsequent to the original investment that would imply a change in the investment's fair value. Shares in Kwikbuild Corporation Ltd valued at $3,307,423 representing a 97% shareholding. This valuation is based on the value of the net assets of KwikBuild Corporation Ltd, which the Directors believe represent the best indication of the fair value at the period-end. The majority of these net assets comprise of investment in; a portfolio of agricultural and industrial investments, the valuation of which is supported by substantial land and real estate investments; and import and distribution businesses, the valuation of which is supported by a multiple of future earnings of the businesses. Previously the investment was valued at the transaction price and the change in valuation method was made to reflect current market conditions. Shares in Pressfit Holdings Plc valued at zero, representing a 22.6% holding. The value of the shares have been written down to zero as the Directors believe that this is the best indication of the value at the period end. Loans to Craven House Angola LDA valued at $9,485,000 being the actual amount loaned during the period. Loans To e-Kwikbuild Housing Co. (Pty) Ltd valued at $1,476,200 being the actual amount loaned during the period and the preceding period, after repayments.

             CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2016

5.       CALLED UP SHARE CAPITAL

Authorised, issued and fully paid share capital as at 30 November 2016 are as follows:

Number	Class:	Nominal		30 Nov		31May
		Value		2016		2016
				(Unaudited)		(Audited)
				$'000		£'000
2,469,131 (2015:	Ordinary	$1 (to 28.07.16 £0.001)		2,406		1,086
805,540,872)
77,979,412	Deferred	£0.09		9,234		7,018
77,979,412	Deferred	£0.009		923		702
				12,563		8,806

The deferred shares carry no entitlement to receive notice of any general meeting, to attend, speak or vote at such general meeting. Holders are not entitled to receive dividends, and on a winding up of the Company holders of deferred shares are entitled to a return of capital only after the holder of each Ordinary share has received a return of capital together with a payment of £1 million per share. The deferred shares may be cancelled at any time for no consideration by way of a reduction in capital.

On 16 June 2016, the Company allotted 266,828,899 new ordinary shares to various shareholders as a new issue of shares.

On 29 July 2016, the company carried out a consolidation and redenomination of ordinary shares. Shareholders received 1 new $1 share for every 734 £0.001 shares held.

On 30 August 2016, the Company allotted 205,423 new ordinary shares to Xenod Tour Oikod Epeix Afon Daktylidi AE in exchange for a convertible loan of $2,500,000.

On 5 September 2016, the Company allotted 29,200 new ordinary shares to facilitate the purchase of a plot of residential land with a value of $365,000.

On 12 September 2016, the Company allotted 150,800 new ordinary shares to various shareholders as a new issue of shares.

On 21 November 2016, the Company allotted 240,000 new ordinary shares to various shareholders as a new issue of shares. At the 30 November 2016 unpaid share capital, included in other receivables totalled $3,000,000.

In the period, the Company extended the time scale of 112,024 fully transferable exercisable warrants issued in the year ended 31st May 2012. At the date of issue the warrants could be exercised on or before 30th June 2014, this period has now been extended to 30th June 2018.

             CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2016

6.    EARNINGS PER SHARE

The calculation of basic earnings per share is based on the profit/ (loss) attributable to the equity holders for the period of $1,604,000 and on weighted average number of shares in issue of 408,494,354 (Six months ended 30 November 2015: loss of £122,000 and 805,540,872 shares; Year ended 31 May 2016 loss of £1,401,000 and 818,029,058 shares) being the weighted average number of shares, in issue during the period.

7.      LOANS

Other loans of $131,000 comprises loans made by Wise Star Capital Investment Limited, a Hong Kong investment company. The loans were provided to enable the Company to make qualifying investments under its Investing Policy and to provide working capital for the Company.

The loan provided by Wise Star Capital Investment Limited includes interest payable at a rate of 6% per annum. The loan was provided for 12 months dated 1st September 2011; however this loan has since been extended to at least 31^st May 2017.

8.      RELATED PARTY DISCLOSURES

During the period, the Company entered into the following transactions with related parties and connected parties:

Loans from Wise Star Capital Investment Limited

At the year end the Company owed $131,000 to Wise Star Capital Investment Limited, Mr M J Pajak was Director of Wise Star Capital Investment Limited during the year. Details of the loan are set out in note 7.

Management fees payable to Desmond Holdings Limited

During the period the Company incurred management fees of $99,742 from Desmond Holdings Limited. At the year end, included in trade creditors, is an amount of $97,255 payable to Desmond Holdings Limited in respect of unpaid invoices.

9.   EVENTS AFTER THE REPORTING PERIOD

On 5 December 2016, the Company acquired the entire share capital of Universal Properties Brasil Administracao de Imoveis Ltda ("UPBAI") for a total cash consideration of USD $3,100,000. UPBAI is a holding company and as such has no trading activity. Its sole asset is a 500 hectare parcel of land in Canavieiras in the Bahia region of Brazil. The property comprises of four neighbouring land parcels and benefits from 7.5km of direct ocean-front real estate.

 

END

 

 

IR BDLLLDLFFBBZ