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Makkah & Madinah Holdings (MAMP)


Wednesday 28 May, 2014

Makkah & Madinah Holdings

Financial Results for Year Ended 31 December 2013

                        Makkah & Madinah Holdings Ltd.                         

                           ("MMH" or the "Company")                            

              Re: Financial Results for the Year Ended 31-12-2013              

                              Highlights for 2013                              

  * Carrying value of MMH's investment in MMCI at 31 December 2013 was $472.79
    million; an increase over the year of $32.43 million (7.4 per cent) and,
    since acquisition in May 2012, of $72.79 million (18.2 per cent)
  * MMH's net profit for 2013 was $25.41 million; basic and fully-diluted
    earnings per share were ยข2.00
  * MMCI's net asset value on 31 December 2013 was $1.388 billion compared with
    $1.174 billion on the date of MMH's acquisition of its 34.12 per cent
    interest in MMCI
  * MMCI's real estate assets are focused on the Western region of KSA - Jeddah
    and Makkah
Chairman's Statement

As Chairman of Makkah & Madinah Holdings Limited (the "Company" or "Group" or
"MMH"), I would like to present the Company's Annual Report for 2013. I am
pleased to record that the Company has maintained a profitable performance for
the second consecutive year, generating a comprehensive income of $32.49
million for the financial year ended 31 December 2013 (2012: $39.96 million).

During the financial year ended 31 December 2013, the Company has focused on
two main priorities: providing consultancy services to finance its operating
expenses and identifying new business investment opportunities to build
shareholder value through capital appreciation and/or additional revenue

Shareholders will know from previous announcements that, in 2012, the Company
acquired a 34.12 per cent interest in Makkah & Madinah Commercial Investment
Company JSC ("MMCI"). MMCI operates in the Kingdom of Saudi Arabia ("KSA") with
investments in the fast-expanding KSA real estate market. Since acquisition,
the value of this investment in MMCI has grown by 18 per cent from $400 million
to $472.79 million.

The Company's interest in MMCI continues to produce positive results as the KSA
real estate sector shows continued growth against a backdrop of strong
macroeconomic fundamentals. MMCI's portfolio has seen a generalised
appreciation in land values, confirmed by the latest independent valuation as
at 31 December 2013.

The Company continued to develop its advisory and consultancy services. During
the year under review, the Company entered into a consultancy agreement with a
third party.

Financial results

The Group has posted net profits of $25.41 million (2012: $29.35 million),
mainly derived from the share of profits from MMCI. In addition, the Company
derived revenues of $2.29 million (2012: $1.95 million) from its advisory and
consultancy services described above.

The positive result in the Statement of Comprehensive Income has resulted in
basic earnings per share ("EPS") of $0.020 (2012: $0.023).

At 31 December 2013, net assets of the Company were $472.36 million (2012:
$440.41 million) or $0.37 per share (2012: $0.35).

Business overview

As reported in my interim statement for the period ended 30 June 2013, when the
Company evaluated certain regional markets to focus its investment strategy,
the KSA market appeared to have strong fundamentals, with a fast-growing
population and increased demand for housing, a strong upward trend in tourism
and significant backing from the government of KSA to develop its
infrastructure and services.

To evaluate the development opportunities associated with MMCI's land bank, the
Company commissioned an independent, internationally-known real estate
consultancy firm to conduct a study on the real estate markets of Makkah and
Madinah and an analysis of investment strategy regarding vacant development
lands in Makkah and Madinah, in order to assess the existing development
opportunities within MMCI's land portfolio. The study supports that the
investment in Makkah and Madinah is a safe investment for investors who would
like to protect their capital investment especially with the uncertainty of
international markets.

Following the further analysis of an investment strategy regarding vacant
development lands in Makkah and Madinah, the consultants evaluated various
investment options including the disposal / development of the land bank
currently in MMCI's assets portfolio.

In the Company's view, the MMCI business model of the sale and purchase of
lands can be further strengthened by the development of land to improve
returns. The study will form a basis for the development strategy going
forward. The Board and management remain positive and are committed to
exploring all prospective avenues available to succeed in generating strong
returns for shareholders.

Current Trading and Outlook

Trading since the end of 2013 has been in line with the Directors'
expectations. In addition to working closely with our associate company, MMCI,
to ensure the furtherance of its property investments in KSA, the Board has
also been considering other investment opportunities outside KSA but within the
Gulf Cooperation Council ("GCC") countries. When negotiations on any major
project in another GCC country are satisfactorily concluded, the Company will
inform the market as appropriate. Moving forward, we shall continue to rely on
our own actions to generate incremental shareholder value.

The Directors continue to actively evaluate and implement measures to increase
the Company's profile in ways which they believe will benefit shareholders.

Board Appointment

Most members of the Board of Directors have been in office since the Company's
readmission in 2011 to ICAP Securities and Derivatives Exchange ("ISDX")
(formerly PLUS Markets). During 2013, the Board appointed Mr. Ahmed Iqbal
Bangee (previously non-executive) as an executive Director and as Chief
Financial Officer.

Impending, Post- Balance Sheet Changes

Mr. Abdulla Saeed Abdulla Mohamed Brook Al Hamiri and I shall be stepping down
from the Board of MMH, Prime Investments Group Limited and MMCI at the
forthcoming Annual General Meeting of shareholders, convened for the purpose of
approving these report and accounts. It is proposed that Mr. Khaled Alhusseini
and Mr Khaled Majdalani (who have signified their willingness to serve as
Directors of the Company) shall be joining the Board of MMH and that their
appointments and elections shall coincide with Mr. Al Hamiri's and my own
retirements from the Board.

I believe that the incoming Directors are admirably qualified to guide the
Company forward in relation to its investment in KSA, to its broader, regional
strategy and, in the case of Mr. Majdalani to ensuring along with Dr. Abdulaziz
Alongary that due weight is given to the interests of minority shareholders.

It is intended that Mr. Khaled Alhusseini shall succeed me as non-executive
Chairman of the Board.

Key information on the Proposed Directors

Mr. Khaled Alhusseini is a Saudi national and a marketing and management
executive with combined experience of twenty-one years in the real estate and
petrochemical industries. He has extensive knowledge of real estate development
and market research activities. Mr. Alhusseini holds a B. Sc. in statistics
from King Saud University.

Since 2010, Mr Alhusseini has been the Chief Executive Officer of MMCI. He also
sits on the boards of MMCI's subsidiary companies. In this capacity, he has
overseen over the past four years all MMCI's real estate transactions and he
has played a pivotal role in making MMCI one of the larger real estate
companies in Makkah and Madinah.

Mr. Khaled Majdalani is a British citizen, a civil engineer by profession and
is currently the Middle East Regional Director of Campbell Reith Hill
International ("CRH"). Mr Majdalani was educated in the United Kingdom and the
USA, earning his degree in Civil Engineering from Syracuse University in New
York State. In his current position, Mr. Majdalani has worked on many
development and infrastructure projects in the Levant, the Gulf region
including the UAE and in Central Asia.

Other Appointments

The Company appointed Keith Bayley Rogers & Co Limited ("KBR") as the Corporate
Adviser and stockbroker effective from 1st March 2014. KBR is a member of the
London Stock Exchange and of ISDX.


The Directors of the Company consider that all the proposals to be considered
at the AGM are in the best interests of the Company and recommend shareholders
to vote in favour of them as they intend, where relevant, to do in respect of
their own shareholdings.


The future focus for the Company will be to manage any significant risk factors
that might affect the Company's performance and future operations, to maintain
strong corporate governance and transparency and to create the environment for
improved liquidity in the Company's shares. The business is progressing in a
positive manner and we are in a position to take advantage of opportunities
over the coming year. The management of the Company will work actively to
secure MMH's continued, positive business performance. Finally, I wish to thank
all our shareholders and the management team for their support during the past

Dr. Noor Aldeen S. A. Atatreh
27 May 2014


                                                Year ended     Year ended  
                                                31 December    31 December  
                                                   2013           2012     
                                          Note      USD            USD      
Revenue                                          2,289,918      1,948,229     
Employee costs                                   (322,858)      (1,365,812)   
Other operating expenses                         (578,910)      (853,868)     
Legal and professional fees                      (1,276,785)    (2,102,388)   
Change in fair value of investment               -              1,994,942     
Impairment of available-for-sale                 -              (123,257)     
financial assets                                                              
Depreciation                                     (7,646)        (1,951)       
Operating profit/(loss)                          103,719        (504,105)     
Share of profit from associate                   25,353,976     29,867,629    
Finance expense                                  (47,140)       (18,044)      
Profit for the year                         1    25,410,555     29,345,480    
Other Comprehensive income                                                    
Recycle of prior period                          -              123,257       
available-for-sale financial assets                                           
Share of fair value change of               1    7,078,900      10,487,840    
associate's available for sale                                                
Total comprehensive income for the year          32,489,455     39,956,577    

Earnings per share attributable to the                                        
equity holders of the parent during the                                       
Basic earnings per share for the year       2        0.0200         0.0232
Diluted earnings per share for the year     2        0.0200         0.0229


                                             2013            2012      
                                             USD             USD      
Non-current assets                                                        
Property, plant and equipment              24,641          30,597         
Investment in associates                   472,788,345     440,355,469    
                                           472,812,986     440,386,066    
Current assets                                                            
Trade receivables                          224,523         631,471        
Prepayments, advances and other            770,574         797,336        
Cash and cash equivalents                  340,134         460,934        
                                           1,335,231       1,889,741      
Total assets                               474,148,217     442,275,807    
Capital and reserves attributable to the                                  
equity holders of the company                                             
Ordinary shares                            10,226,655      10,220,614     
Share premium                              395,146,685     395,001,706    
Reverse acquisition reserve                1,636,894       1,636,894      
Available for sale financial asset reserve 17,566,740      10,487,840     
Retained earnings                          47,784,826      23,057,946     
                                           472,361,800     440,405,000    
Current liabilities                                                       
Trade and other payables                   1,786,417       1,870,807      
Total liabilities                          1,786,417       1,870,807      
Total equity and liabilities               474,148,217     442,275,807    

The financial statements were approved by the Directors on 27 May 2014 and were
signed on their behalf by:

Mr. Muin El Saleh


                      Share       Share      Reverse   Available   Retained      Total    
                     capital   Premium   acquisition   for sale     Losses                     
                                             reserve   financial  (Restated)                  
                       USD         USD         USD        USD         USD         USD     
As at 1 January     10,210,843 394,835,588   2,591,217 (123,257)  (9,628,513) 397,885,878 
Transactions with                                                                         
Exercise of           9,771      166,118             -     -           -        175,889   
Capital                 -           -                -     -       1,702,981   1,702,981  
Transfer of             -           -        (954,323)     -        954,323        -      
                    10,220,614 395,001,706   1,636,894 (123,257)  (6,971,209) 399,764,748 
Profit for the year     -           -                -     -      29,345,480   29,345,480 
Share based payment     -           -                -     -        683,675     683,675   
Share of fair value     -           -                - 10,487,840      -       10,487,840 
change of                                                                                 
available for sale                                                                        
Other comprehensive     -           -                -  123,257        -        123,257   
income - recycle of                                                                       
financial assets                                                                          
At 31 December 2012 10,220,614 395,001,706   1,636,894 10,487,840 23,057,946  440,405,000 
At 1 January 2013   10,220,614 395,001,706   1,636,894 10,487,840 23,057,946  440,405,000 
Transactions with                                                                         
Shares issued       6,041        144,979             -     -           -        151,020   
                    10,226,655 395,146,685   1,636,894 10,487,840 23,057,946  440,556,020 
Profit for the year     -           -                -     -      25,410,555   25,410,555 
Share based payment     -           -                -     -       (683,675)   (683,675)  
Share of fair value     -           -                - 7,078,900       -       7,078,900  
change of                                                                                 
available for sale                                                                        
At 31 December 2013 10,226,655 395,146,685   1,636,894 17,566,740 47,784,826  472,361,800 


                                                Year ended           Year ended     
                                               31 December          31 December     
                                                   2013                 2012        
                                                   USD                  USD         
Profit for the year                             25,410,555           29,345,480
Adjustments for non-cash items:                                                
Professional fees settled by issue of              151,020              175,889
ordinary shares                                                                
Share based payment expense                      (683,675)              683,675
Share of profit from associate                (25,353,976)         (29,867,629)
Change in fair value of investment                       -          (1,994,942)
Impairment of available-for-sale                         -              123,257
financial assets                                                               
Depreciation                                         7,646                1,951
Working capital changes:                                                       
Trade and other receivables                        433,710          (1,300,363)
Trade and other payables                          (84,390)            1,205,400
Cash used in operations                          (119,110)          (1,627,282)
Cash flows from Investing activities                                           
Purchase of property, plant and                    (1,690)             (32,548)
Net cash used in investing activities              (1,690)             (32,548)
Cash flows from Financing activities                                           
Capital contribution                                     -            1,702,981
Net cash generated from financing                        -            1,702,981
Net (decrease)/increase in cash and              (120,800)               43,151
cash equivalents                                                               
Cash and cash equivalents at beginning             460,934              417,783
of the year                                                                    
Cash and cash equivalents at end of the            340,134              460,934

Basis of preparation

The financial information does not constitute the Group's financial statements
for either the period ended 31 December 2013 or the year ended 31 December
2012, but is derived from those accounts. The Group's non statutory accounts
for 2013 are available from the Company's website from 28 May 2014. The
auditor's reports on both the 2012 and 2013 accounts were unqualified; did not
draw attention to any matters by way of an emphasis; and did not contain any
statement in regard to matters reported on by exception.

The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS), as adopted by the European Union and
IFRIC interpretations. The financial statements have been prepared under the
historical cost convention, except for those financial assets and financial
liabilities that are measured at fair value as stated in the accounting
policies. The accounting policies used are consistent with those applied in the
2012 annual financial statements and those that were applied in the 2013
financial statements.

 1. Restatement of Comparatives
In the 2012 financial reporting period, the profit from associate incorrectly
included the Company's share of the fair value change of the associate's
available for sale investment when this amount should be reflected in other
comprehensive income. The comparatives have been amended to reflect this and
the earnings per share have been duly corrected.

 2. Earnings per share
 a. Basic
Basic earnings per share are calculated by dividing the profit attributable to
equity holders of the parent by the weighted average number of ordinary shares
in issue during the period.

                                                           2013            2012
Profit attributable to equity holders of the         25,410,555      29,345,480
parent (USD)                                                                   
Weighted average number of ordinary shares in     1,267,623,920   1,266,541,010

 b. Diluted
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
ordinary shares. The company has two categories of dilutive potential ordinary
shares: share warrants and share options. For the share warrants and share
options, a calculation is performed to determine the number of shares that
could have been acquired at fair value (determined as the average annual market
share price of the Company's shares) based on the monetary value of the
subscription rights attached to outstanding share warrants and share options.

The number of shares calculated as above is compared with the number of share
that would have been issued assuming the exercise of the share warrants and
share options.

                                                           2013            2012
Profit attributable to equity holders of the         25,410,555      29,345,480
parent (USD)                                                                   
Weighted average number of ordinary shares in     1,267,623,920   1,266,541,010
Adjustments for:                                                               
Assumed conversion of share warrants                          -       1,390,618
Assumed conversion of share options                           -      14,022,527
Weighted average number of ordinary shares for    1,267,623,920   1,281,954,155
diluted earnings per share                                                     

Dubai, 27 May 2014

This announcement has been made after due and careful enquiry and the Directors
accept responsibility for its content.


Makkah & Madinah Holdings Limited:

Victoria Arscott, Investor Relations Manager: tel: +971 (0)4 423 9033; e-mail:
[email protected]; further information on Makkah & Madinah Holdings Limited is
available from the Company's website:

Keith Bayley Rogers & Co. Limited:

Graham Atthill-Beck: tel: +44 (0)20 7464 4092; mobile: +971 (0)50 856 9408;
e-mail: [email protected]

Hugh Oram: tel: +44 (0)20 7464 4096; e-mail: [email protected]

Copies of the Annual Report for the year ended 31 December 2013 are available
during normal business hours for a period of one month from the date of this
announcement, by arrangement, from the offices of Keith Bayley Rogers & Co.
Limited, No. 1 Royal Exchange Avenue, London, EC3V 3LT. A soft copy of the
Annual Report is also downloadable from the Company's website:

a d v e r t i s e m e n t