Final Results

RNS Number : 8154U
Reconstruction Capital II Ltd
30 June 2009
 



Reconstruction Capital II Limited (the 'Company')


30 June 2009


Annual Report and Audited Consolidated Financial Statements 

for the year ended 31 December 2008



Reconstruction Capital II Ltd (the 'Company'), a closed-end investment company incorporated in the Cayman Islands admitted to trading on the AIM market of the London Stock Exchange, today announces results for the year ended 31 December 2008.


Financial highlights


  • Net asset value as at 31 December 2008 was EUR 83.7m, representing EUR 0.8373 per share (EUR 162.8m or EUR 1.4449 per share as at 31 December 2007);

  • As at 31 December 2008 the Company's market capitalisation was approximately EUR 78m, with a closing price of EUR 0.78 per share;

  • Retained deficit as at 31 December 2008 was EUR 37m (Retained profits of EUR 27.6m as at 31 December 2007);

  • The Company returned EUR 12.5m back to its shareholders by means of a tender offer to repurchase 12,681,054 of its own shares;

  • The Directors do not recommend the payment of a dividend.  


Operational highlights


The Private Equity Programme


  • In March, RC2 acquired a 63% shareholding in Antares Hotels SRL (now renamed Mamaia Resort Hotels SRL) for EUR 8m; 

  • In March, RC2 committed a further EUR 1m to its investment in healthcare provider Romar Holding Limited, increasing its stake from 33% to 40%;

  • In April, RC2 realised a successful exit from an investment in a plot of land in central Bucharest, realising a gain of EUR 2m (1.6 times cost); 

  • In June, RC2 acquired an additional 27% shareholding in Romanian paints producer Policolor for EUR 22.5m. Combined with its 8.6% stake prior to the transaction and further market purchases made later on during the year, RC2 owned 38.4% of Policolor at year end. During the second half of 2008, RC2 initiated a squeeze-out and delisting process at Policolor together with the Romanian Investment Fund Limited. This process was completed in March 2009, resulting in RC2 owning 40% of the company, which is now private; 

  • In October, RC2 invested EUR 30m in East Point Holdings Limited ('EPH'), a diversified Cyprus-based holding company with significant business interests across South-East Europe, primarily in the fields of cereals storage and trading, milling, bakeries, copper processing, river shipping and real estate; 

  • During 2008, RC2 took advantage of Albalact's lower share price by acquiring a further 14.7% of this investee company which is quoted on RASDAQ, Romania's OTC market, thus lifting its shareholding to 24.5%. 

The Trading Programme


Under the Trading Programme, RC2 invested a net amount of EUR 3m during the year. At year-end, it had approximately EUR 33.6 million invested in listed equities with a total market value of EUR 9.3 million. 96.8% of this was held in Romanian equities, 3.0% was invested in Bulgarian equities, while the balance of 0.2% was held in Serbian equities.  


The financial information has been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted in the European Union. 

The financial information set out in the announcement does not constitute the Company's audited financial statements for the years ended 31 December 2008 or 2007. The financial information for the year ended 31 December 2007 is derived from the audited financial statements for that year. 

The audit of the financial statements for the year ended 31 December 2008 is complete. The auditors reported on those accounts; their report was unqualified and did not include references to any matters to which the auditors drew attention to by way of emphasis without qualifying their report. 


The annual report and financial statements will be posted to shareholders today and published on its web site (www.reconstructioncapital2.com).


For further information, please contact:


Reconstruction Capital II Limited

Ion Florescu

Tel: +44 (0) 20 7244 0088


Grant Thornton UK LLP (Nominated Adviser)

Philip Secrett / Robert Beenstock

Tel: +44 (0) 20 7383 5100


LCF Edmond de Rothschild Securities (Broker)

Hiroshi Funaki / Claire Heathfield

Tel: +44 (0) 20 7845 5960




INVESTMENT MANAGER AND INVESTMENT ADVISORS REPORT


During the year, Reconstruction Capital II Limited ('RC2' or the 'Company') made three follow-on investments in existing investee companies and two new investments, and effected one disposal, all under its Private Equity Programme.  In line with its declared strategy of focussing increasingly on private equity situations, the Company was not particularly active under its Trading Programme, with a net amount of only EUR 3m deployed during the year. 


Towards the end of the year, RC2 returned EUR 12.5m back to its shareholders by means of a tender offer to repurchase 12,681,054 of its own shares (representing 11.25% of the Company's then issued share capital) at EUR 0.9849 per share. The tender offer closed on 12 December 2008 and was funded by the realised profit made in 2007. 


At 31 December 2008, RC2 had an audited net asset value ('NAV') per share of EUR 0.8373, representing a fall of 42% since the beginning of the year. The fall in RC2's NAV per share reflects the dramatic decline in worldwide equity valuations during the second half of 2008, which affected the markets of South-East Europe particularly badly. Whilst the FTSE100 and S&P500 were down by 47.2% and 35.7% respectively over the year, the Romanian BET-EUR fell 74%, the Bulgarian SOFIX was down 79.8%, and the Serbian BELEX15 declined by 78.6%, all in Euro terms. It is important to note that the fall in RC2's NAV per share over the year was mainly the result of unrealised losses on investments amounting to EUR 68.7m, the Company actually made a realised gain of EUR 3.3m over the year. 


Private Equity Programme


During the year under review, RC2 effected one disposal and five investments under its Private Equity Programme:


  • In March, RC2 acquired a 63% shareholding in Antares Hotels SRL (now renamed Mamaia Resort Hotels SRL) for EUR 8m; 

  • In March, RC2 committed a further EUR 1m to its investment in healthcare provider Romar Holding Limited, increasing its stake from 33% to 40%;

  • In April, RC2 realised a successful exit from an investment in a plot of land in central Bucharest, realising a gain of EUR 2m (1.6 times cost); 

  • In June, RC2 acquired an additional 27% shareholding in Romanian paints producer Policolor for EUR 22.5m. Combined with its 8.6% stake prior to the transaction and further market purchases made later on during the year, RC2 owned 38.4% of Policolor at year end. During the second half of 2008, RC2 initiated a squeeze-out and delisting process at Policolor together with the Romanian Investment Fund Limited. This process was completed in March 2009, resulting in RC2 owning 40% of the company, which is now private; 

  • In October, RC2 invested EUR 30m in East Point Holdings Limited ('EPH'), a diversified Cyprus-based holding company with significant business interests across South-East Europe, primarily in the fields of cereals storage and trading, milling, bakeries, copper processing, river shipping and real estate; 

  • During 2008, RC2 took advantage of Albalact's lower share price by acquiring a further 14.7% of this investee company which is quoted on RASDAQ, Romania's OTC market, thus lifting its shareholding to 24.5%. 

Trading Programme


Under the Trading Programme, RC2 invested a net amount of EUR 3m during the year. At year-end, it had approximately EUR 33.6 million invested in listed equities with a total market value of EUR 9.3 million. 96.8% of this was held in Romanian equities, 3.0% was invested in Bulgarian equities, while the balance of 0.2% was held in Serbian equities.  


Outlook


As a result of the developments outlined above, RC2 has become primarily a private equity fund, with 79.7% of its total assets invested in seven companies. The focus of the Company, which is almost fully invested at present (cash holdings represented only 6.9% of total assets at year-end) has now shifted towards preparing the Private Equity Programme's investee companies for exit over the coming years.  For Policolor and EPH, the two largest investments, any exit will involve a structured process, as each has a number of business lines which will need to be reorganised into separate companies and then exited separately. However, we expect to be able to start the exit process at some of the other investments held by the Company over 2009-2011.



  

INVESTMENT POLICY


Private Equity Programme 

Under the Private Equity Programme, the Company takes significant or controlling stakes in companies operating primarily in Romania, Serbia, Bulgaria and neighbouring countries (the 'Target Region'). The Company intends to invest in investee companies where it believes its Investment Advisers can add value by implementing operational and/or financial restructuring over a 3 to 5 year horizon. The Company will only make an investment under the Private Equity Programme if its Investment Advisers believe there is a clear exit strategy available, such as trade sale, break up and subsequent disposal of different divisions or assets, or a flotation on a stock exchange. 


Trading Programme 

Under the Trading Programme, the Company aims to generate short and medium term returns by investing such portion of its assets as determined by the Directors from time to time in listed equities and fixed income securities, including convertible and other mezzanine instruments, issued by entities in the Target Region. The Investment Manager is responsible for identifying and executing investments and divestments under the Trading Programme. The Trading Programme differs from the Private Equity Programme in the key respect that the Company will typically not take significant or controlling stakes in investee companies and will typically hold investments for shorter periods of time than investments made under the Private Equity Programme. 


Value Creation

Under its Private Equity Programme, the Investment Advisers intend to be involved at board level of the investee company to seek to implement operational and financial changes to enhance returns. As part of the Company's pre-acquisition due diligence, the Investment Advisers will seek to identify specific actions that they believe will create value in the target investee company post acquisition and, where appropriate, will seek to work with third party professionals to develop, in combination with the proposed management team of the target, a value creation plan with clear and identifiable short and medium term targets. These plans are likely to address different parts of the business and will be tailored to reflect the specific challenges of the relevant target company. Both the Investment Advisers and the Investment Manager believe that the investment strategies under the Private Equity and Trading Programme might achieve returns which are different than the returns of the relevant market indices.


Investing Restrictions and Cross-Holdings

The Directors, the Investment Advisers and the Investment Manager will take steps to ensure that the portfolio of investments is sufficiently diversified to spread the risks of those investments. The Investment Strategy does not restrict the Company from investing in other closed-ended funds operating in the Target Region. In line with the Company's investment policy, the Board will not normally authorise any investment in a single investee company that is greater than 20 per cent of the Company's net asset value at the time of effecting the investment and in no circumstances will it approve an investment in a single investee company that is greater than 25 per cent of the Company's net asset value at the time of effecting the investment.



Gearing

The Company may borrow up to a maximum level of 30 per cent of its gross assets (as defined in its articles).


Distribution Policy

The Company's investment objective is focused principally on the provision of capital growth. For further details of the Company distribution policy, please refer to the Admission Document  on the company's website.




CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED

31 DECEMBER 2008


 

 

 

31-Dec-08

31-Dec-07

 

 


EUR 

EUR 

 

 

 

 

 

Revenue

 

 

   2,712,877

   162,458

Total revenue



  2,712,877

   162,458






Investment income





(Loss)/ gain on investments at fair value 

 

 

 

 

through the profit and loss account

 


 (65,229,295)

23,983,989 

Interest income

 

 

2,409,026 

1,842,780 

Dividend income

 

 

569,268 

331,187 

Other income

 

 

482,321 

707,499 

Total investment (loss)/income

 

 

 (61,768,680)

26,865,455 

 

 

 

 

 

Revaluation surplus

 

 

 - 

3,639,779 

 

 

 

 

 

Expenses

 

 

 

 

Bargain purchase



  ( 3,210,739)

-

Operating expenses

 


7,704,325 

6,174,519 

Total operating expenses

 

 

4,493,586 

6,174,519 

 

 

 

 

 

(Loss)/ profit before taxation

 

 

 (63,549,389)

24,493,173 

Income tax expense

 


630,012 

1,116,617 

Net (loss)/ profit for the year

 

 

 (64,179,401)

23,376,556 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

  - Equity holders of the parent

 

 

 (64,576,849)

21,458,657 

  - Minority interest

 

 

397,448

1,917,899 

 

 

 

 (64,179,401)

23,376,556 

 

 

 

 

 

 

 

 

 

 

Basic and diluted (loss)/earnings per share

 


 (0.5766)

0.3363 











CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2008


 

 

 

31-Dec-08

31-Dec-07

Assets


 

EUR 

EUR 

Non-current assets

 

 

 

 

Property, plant and equipment


 

16,872,497 

59,269 

Investment property

 

 

 - 

7,279,779 

Financial assets at fair value through 

the profit and loss account        

57,749,033 

3,100,000 

Goodwill 


 

1,257,153 

1,257,153 

Total non-current assets

 

 

75,878,683 

11,696,201 

 

 

 

 

 

Current assets

 

 

 

 

Financial assets at fair value through 

the profit and loss account  


 

10,317,104 

69,060,217 

Inventories

 

 

80,000 

16,875 

Trade and other receivables


 

855,759 

1,244,423 

Cash and cash equivalents


 

6,426,366 

89,328,540 

Total current assets

 

 

17,679,229 

159,650,055 

 

 

 

 

 

Total assets

 

 

93,557,912 

171,346,256 

 

 

 

 

 

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables


 

1,312,722 

5,486,316 

Loans and borrowings



530,000

-

Corporation tax payable



199,400

968,893

Total current liabilities

 

 

2,042,122 

6,455,209 

 

 

 

 

 

Non-current liabilities

 

 

 

 

Loans and borrowings

 

 

89,429 

Total non-current liabilities

 

 

89,429 

 

 

 

 

 

Total net assets

 

 

91,426,361 

164,891,047 

 

 

 

 

 

Capital and reserves attributable to equity holders

 

 

 

 

Share capital


 

1,000,000 

1,126,811 

Share premium reserve


 

121,900,310 

134,263,071 

Retained (deficit)/earnings


 

 (37,011,624)

27,565,225 

Foreign exchange reserve

 

 

 (2,158,146)

 (145,955)

Total equity and reserves

 

 

83,730,540 

162,809,152 

 

   

 

 

 

Minority Interest

   

 

7,695,821 

2,081,895 

Total equity

 

 

91,426,361 

164,891,047 




CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS OF

31 DECEMBER 2008


 

Share
Capital

Share
Premium

Translation of overseas subsidiaries

Retained 

(Deficit)/ 
Earnings

Sub-total

Minority Interest

Total

 

EUR

EUR

EUR

EUR

EUR

EUR

EUR

 

 

 

 

 

 

 

 

Balance at 1 January 2007

650,394 

63,280,208 

 - 

6,106,568 

70,037,170 

521,384 

70,558,554 

Exchange differences arising on translation of foreign operations

 - 

 - 

 (145,955)

 - 

 (145,955)

 (164,824)

 (310,779)

Net income directly recognised in equity

-

 - 

 (145,955)

 - 

 (145,955)

 (164,824)

 (310,779)

Profit for year

 - 

 - 

 - 

21,458,657 

21,458,657 

1,917,899 

23,376,556 

Issue of Share Capital

476,417 

70,982,863 

 - 

 - 

71,459,280 

 - 

71,459,280 

Minority interest arising on acquisition

 - 

 - 

 - 

 - 

 - 

145,213 

145,213 

Dividends payable to minorities

 - 

 - 

 - 

 - 

 - 

 (337,777)

 (337,777)

Balance at 31 December 2007

1,126,811 

134,263,071 

 (145,955)

27,565,225 

162,809,152 

2,081,895 

164,891,047 

Exchange differences arising on translation of foreign operations

-

-

(2,012,191)

-

(2,012,191)

164,828

(1,847,363)

Net income directly recognised in equity

 - 

 - 

 (2,012,191)

 - 

 (2,012,191)

164,828 

 (1,847,363)

(Loss)/profit for the year

 - 

 - 

 - 

(64,576,849)

 (64,576,849)

397,448 

 (64,179,401)

Redemption of Share Capital

 (126,811)

 (12,362,761)

 - 

 - 

 (12,489,572)

 - 

 (12,489,572)

Minority interest arising on acquisition

 - 

 - 

 - 

 - 

 - 

6,581,261 

6,581,261 

Dividends payable to minorities

 - 

 - 

 - 

 - 

 - 

 (1,529,612)

 (1,529,612)

Balance at 31 December 2008

1,000,000 

121,900,310 

(2,158,146)

(37,011,624)

83,730,540 

7,695,821

91,426,361 




Share premium is stated net of share issue costs




CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED

31 DECEMBER 2008


 

 

31-Dec-08

 

31-Dec-07

 

 

EUR

 

EUR

Cash flows from operating activities

 

 

 

 

Net (loss)/profit before tax

 

 (63,549,389)

 

24,493,174 

Adjustments for:

 

 

 

 

Depreciation and amortisation

 

130,002 

 

8,141 

Loss/(gain) on financial assets at fair value

 

 

 

 

through profit or loss

65,229,295 

 

 (23,983,989)

Revaluation surplus

 

 - 

 

 (3,639,779)

Bargain purchase

 

 (3,210,739)

 

 - 

Gain on foreign exchange

 

 

(707,073)

Interest income

 

 (2,409,026)

 

 (1,865,763)

Dividend income

 

 (569,268)

 

(331,187)

Net cash outflow before changes in working capital

 (4,379,125)

 

 (6,026,476)

Decrease in trade and other receivables

 

388,664 

 

788,515 

(Decrease)/increase in trade and other payables

 

 (4,943,089)

 

4,642,995 

Increase in inventories

 

 (63,125)

 

 - 

Interest received

 

2,528,221 

 

2,067,107 

Dividend received

 

544,793 

 

373,681 

Payments for purchase of financial assets

 

 (8,571,980)

 

 (42,343,817)

Net proceeds from sale of financial assets

 

12,594,761 

 

23,503,476 

Net cash used in operating activities

 

 (1,900,880)

 

 (16,994,519)

 

 

 

 

 

Income tax paid

 

1,399,505

 

 (205,176)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Net proceeds from sale of investment assets

 

5,780,449 

 

 - 

Purchase of property, plant and equipment

 

 (254,005)

 

 (37,632)

Purchase of financial assets

 

 (66,974,488)

 

 (3,000,000)

Acquisition of subsidiary (net of cash acquired)

 

 (2,276,000)

 

 (2,960,458)

 

 

 (64,225,419)

 

 (23,197,785)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Dividends paid to minorities

 

 (1,529,612)

 

 (337,777)

Payments of loan

 

(4,657,571) 

 

 - 

Payments on shares redeemed

 

 (12,489,572)

 

 - 

Proceeds from shares issued

 

 - 

 

71,459,280 

 

 

 

 

 

(Decrease)/Increase in cash and cash equivalents 

 

 (82,902,174)

 

47,923,718 

 

 

 

 

 

Cash at 1 January

 

89,328,540 

 

41,404,822 

Cash at 31 December

 

6,426,366 

 

89,328,540 



  


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