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Abridged audited consolidated results for the year ended 31 December 2016
ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 1297585 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA NSX share code: ARO
ISIN: MU0499N00007
(“Astoria” or “the Company” or “the Group”)
ABRIDGED AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2016
Astoria was established in Mauritius on 20 April 2015 as a public company, limited by shares,
holding a Category 1 Global Business Licence. The Company has its primary listing on the Stock
Exchange of Mauritius (“SEM”) and secondary listings on both the Alternative Exchange (“AltX”) of
the Johannesburg Stock Exchange (“JSE”) and the Namibian Stock Exchange (“NSX”).
The principal objective of the Company is to achieve strong USD capital appreciation over the
medium to long term by investing in global, equity-dominated holdings of primarily direct, high-
quality listed businesses that are located primarily in developed markets.
REPORTING CURRENCY
The Company’s results are reported in United States dollars.
BUSINESS REVIEW
The year to 31 December 2016 was the first full financial year for the Company. During the year the
Company established a wholly-owned Mauritian subsidiary holding a Category 1 Global Business
Licence which owns the various private equity Limited Partnership interests. The Company funds its
subsidiary by way of a loan.
The reported Group profit for the year ended 31 December 2016 was USD 3.87 million (2015: USD
1.67 million loss). There was a strong net gain in financial assets reflecting both the gain on the
investment in Echo Polska Properties NV (“EPP”) following the private placement and listing of EPP
during September 2016 and on other equity positions. The dividend income received was strong, and,
in the case of the interest income, the impact of low deposit rates was evident but still positive.
The total annual costs for the Group was USD 1.81 million which was made up of management and
brokerage fees of USD 1.27 million with the balance being operating expenses of USD 0.54 million.
The operating expenses slightly exceeded the USD 0.5 million budget due to professional fees
exceeding budget for ongoing setup costs.
The results were achieved during a period of currency volatility, particularly the Pound and the Euro,
which both weakened by 6% against the USD during the fourth quarter due to Brexit. EPP’s share
price declined from EUR 1.45 per share to EUR 1.35 per share during the fourth quarter. Our
investment cost for the EPP shares was EUR 1.00 per share. The EPP weighting in the portfolio was
reduced from 16% to 13% at the end of the year.
While the weighting of EPP remains high, it is currently trading on an attractive forward after tax
dividend yield. The Board believes that the Euro yield is particularly attractive given EPP’s strong
growth prospects over the medium-term. The Board is of the view that given the growth in the
business, the current share price of EPP does not reflect the appropriate valuation. Astoria is a
company with permanent capital and has the ability to take long-term views with regards to
investments.
The EPP holding is a situation where the Board believes that the appropriate course is to be patient
and to wait for the market to reflect the value of this quality asset.
As at 31 December 2016, the Company’s funds were deployed as follows: listed global equities 69%
(including EPP), niche funds and private equity 5% and USD cash 26%. The Board believes that USD
positioning is appropriate in the rising interest rate environment in the US. It does however remain to
be seen how rising rates and a consequent stronger USD will impact the earnings of US multi-
nationals over time. It is clear that the 26% cash holding will act as a drag on performance until
invested in higher returning assets. Again, however, the long-term orientation of the Company is
better served by allocating capital to the appropriate investments in order to achieve the investment
objective of a strong compound USD return and to provide shareholders with diversified exposure to
global equity assets. Pending this, it is appropriate to hold higher USD cash balances.
Astoria’s top 10 listed equity positions (excluding EPP) at year-end were: The Blackstone Group LP,
Home Depot, Amazon, Facebook Inc, Starbucks Corp, Apple Inc, JP Morgan Chase & Co, FedEx,
Philip Morris and Johnson & Johnson. Apart from the investment in EPP, none of the equity positions
comprise more than 4.8% of the portfolio value.
As is evident from events post the reporting date, the Board continually assesses the merits of a share
buyback by the Company on account of the large discount to net asset value at which the Company’s
shares have traded during the year. The Board, after consultations with institutional shareholders, and
as advised by the Investment Manager, decided that a share buyback is an appropriate course of action
for and in the best interests of the Company and its shareholders as a whole. It should be noted that
share buybacks are not a common occurrence on the SEM and the rules are more complex than on the
JSE. There is a requirement for a special meeting to be convened. The details of the share buyback
and the process to be followed are contained in an Explanatory Statement and notice to shareholders
which will be posted shortly.
PROSPECTS
The biggest driver for the Company’s performance will be the direction of global developed equity
markets. We believe we are well positioned. At the time of this report, the portfolio has benefitted
meaningfully from the positive returns experienced in global markets post year-end. We also
anticipate further cash calls from the cash portion ring-fenced in terms of our commitment to four
global private equity firms.
NET ASSET VALUE (“NAV”)
The NAV per share at 31 December 2016 was USD 1.00 (2015: USD 0.97). This represents growth in
NAV per share of 3% since 31 December 2015.
EVENTS AFTER THE REPORTING DATE
At its board meeting of 24 January 2017, the Board resolved that:
1. it has authorised the targeted share buyback of up to 6 327 000 shares representing 4.99% of the
issued share capital held by the public (“Buyback Shares”) at a price between R0.01 and
R11.66 on the JSE and at the Mauritian Rupee Equivalent price range on the SEM (“Share
Buyback”). Any amendment to these terms, including without limitation the price range, will
be announced on the SEM website and the Stock Exchange News Service of the JSE;
2. the shares to be bought back by Astoria under the Share Buyback will be cancelled;
EVENTS AFTER THE REPORTING DATE (CONTINUED)
3. as the Share Buyback is for less than 5% of Astoria’s issued share capital, in accordance with
the Securities (Purchase of Own Shares) 2008 rules made by the Stock Exchange of Mauritius
Ltd and Section 13 (2)(f) of the Securities Act 2005 (“Buyback Rules”), (i) the proposed price
range is not required to be in compliance with Section 3(d)(ii)(b) of the Buyback Rules and (ii)
Astoria may terminate the Buyback at any time irrespective of whether any or all of the
Buyback Shares have been repurchased; and
4. the Share Buyback is subject to the adoption of a special resolution of Astoria’s shareholders
and accordingly a notice convening a special meeting of shareholders, accompanied by an
Explanatory Statement, will be issued in due course.
CHANGES TO THE BOARD
Mr Mattheus Lourens Geldenhuys resigned from the Board, effective 31 January 2016.
Ms Kate Alexandra Holland** resigned from the Board, effective 17 October 2016.
Mr Daniel Romburgh** was appointed to the Board, as non-executive director, effective 17 October
2016.
**Mauritian resident
BASIS OF PREPARATION
The consolidated abridged audited results have been extracted from the audited consolidated and
separate financial statements for the year ended 31 December 2016, which have been prepared in
accordance with International Financial Reporting Standards and in compliance with the requirements
of the Mauritius Companies Act. The abridged consolidated audited results do not include all
information and disclosures required in the audited financial statements, including IFRS 13 fair value
disclosures, and should be read in conjunction with the consolidated and separate financial statements
for the year ended 31 December 2016.
The Company’s external auditors, KPMG, have issued an unqualified audit opinion on the
consolidated and separate financial statements for the year ended 31 December 2016. The accounting
policies used in the preparation of the abridged consolidated and separate audited results are
consistent with those used in the audited consolidated and separate financial statements for the year
ended 31 December 2016.
By order of the Board
Mauritius – 17 March 2017
Company secretary
Osiris Corporate Solutions (Mauritius) Limited
NOTES
A presentation of the Group’s results is available at www.astoria.mu
Copies of this report, together with the audit report, are available to the public at the registered office
of the Company, 3rd Floor, La Croisette, Grand Baie, Republic of Mauritius.
Copies of the statement of direct or indirect interest of the Senior Officers of the Company pursuant to
rule 8(2)(m) of the Securities (Disclosure of Obligations of Reporting Issuers) Rules 2007 are
available to the public upon request to the Company Secretary at the Registered Office of the
Company at 3rd Floor, La Croisette, Grand Baie, Republic of Mauritius.
This announcement is issued pursuant to SEM Listing Rule 12.14 and the Mauritius Securities Act.
The Board of Astoria Investments Ltd accepts full responsibility for the accuracy of the information in
this announcement.
For further information please contact:
JSE sponsor
Java Capital +27 11 722 3050
Company secretary
Osiris Corporate Solutions (Mauritius) Limited +230 650 4030
20 March 2017
ASTORIA INVESTMENTS LTD
ABRIDGED CONSOLIDATED AND SEPARATE STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2016
The Group The Company
2016 2016 2015
ASSETS
$000 $000 $000
Non-current assets
Investment in subsidiary company* - *- -
Financial assets at fair value through profit or loss 93,909 91,628 34,730
Total non-current assets 93,909 91,628 34,730
Current assets
Advances - 2,194 5,000
Cash and cash equivalents 32,946 32,868 83,437
Trade and other receivables 9 15 24
Total current assets 32,955 35,077 88,461
Total assets 126,864 126,705 123,191
EQUITY AND LIABILITIES
EQUITY
Stated capital 124,504 124,504 124,504
Retained earnings/(accumulated losses) 2,197 2,046 (1,671)
-
Total equity 126,701 126,550 122,833
LIABILITIES
Current liabilities
Trade and other payables 163 155 358
Total current liabilities 163 155 358
Total equity and liabilities 126,864 126,705 123,191
* Investment in subsidiary company is USD 1 (less than $1,000)
ASTORIA INVESTMENTS LTD
ABRIDGED CONSOLIDATED AND SEPARATE STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2016
The Group The Company
For the period
from 20 April
2015 to 31
2016 2016 December 2015
$000 $000 $000
REVENUE
Dividend income 839 839 6
Net gain from financial assets at fair value
through profit or loss 4,292 4,572 121
Total revenue 5,131 5,411 127
EXPENSES
General and administrative expenses (1,811) (1,789) (360)
OPERATING PROFIT/(LOSS) 3,320 3,622 (233)
Net foreign exchange loss (212) (212) (1,454)
Other income 153 153 -
Net interest income 162 154 16
3,423 3,717 (1,671)
Share of profit of equity-accounted investee,
net of tax 445 - -
PROFIT/(LOSS) FOR THE
YEAR/PERIOD BEFORE TAX 3,868 3,717 (1,671)
Taxation - - -
PROFIT/(LOSS) FOR THE
YEAR/PERIOD AFTER TAX 3,868 3,717 (1,671)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR/PERIOD 3,868 3,717 (1,671)
Profit/(loss) per share from continuing
operations
Basic earnings/(loss) per share (cents) 3 3 (3)
Headlines earnings/(loss) per share (cents) 3 3 (3)
Astoria has no dilutive instruments in issue.
ASTORIA INVESTMENTS LTD
RECONCILIATION OF PROFIT TO HEADLINE EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2016
The Group The Company
For the period
from 20 April
2015 to 31
December
2016 2016 2015
$000 $000 $000
Basic profit / (loss) from continuing operations
attributable to equity holders of the Group / Company 3,868 3,717 (1,671)
Share of profit of equity-accounted investee,
net of tax (445) (445) -
Headline earnings / (loss) from continuing operations
attributable to equity holders of the Group/Company 3,423 3,272 (1,671)
Weighted average number of shares 126,809,944 126,809,944 55,605,092
Basic profit / (loss) per share (cents) 3 3 (3)
Headline earnings/(loss) per share (cents) 3 3 (3)
ASTORIA INVESTMENTS LTD
ABRIDGED CONSOLIDATED AND SEPARATE STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2016
Retained
THE GROUP: earnings/
Stated (accumulated Total
capital losses)
$000 $000 $000
At 01 January 2016 124,504 (1,671) 122,833
Total comprehensive income for the year
Profit for the year - 3,868 3,868
124,504 2,197 126,701
Total comprehensive income
At 31 December 2016 124,504 2,197 126,701
THE COMPANY: Retained
earnings/
Stated (accumulated
capital losses) Total
$000 $000 $000
Transactions with owners of the Company
Contributions and distributions
Issue of ordinary shares 126,810 - 126,810
Share issue costs (2,306) - (2,306)
Total contributions 124,504 - 124,504
Total comprehensive income for the period
Loss for the period - (1,671) (1,671)
Total comprehensive income - (1,671) (1,671)
Balance at 31 December 2015 124,504 (1,671) 122,833
Balance at 01 January 2016 124,504 (1,671) 122,833
Total comprehensive income for the year
Profit for the year - 3,717 3,717
Total comprehensive income - 3,717 3,717
Balance at 31 December 2016 124,504 2,046 126,550
ASTORIA INVESTMENTS LTD
ABRIDGED CONSOLIDATED AND SEPARATE STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2016
The Group The Company
For the period
from 20 April
2015 to 31
2016 2016 December 2015
$000 $000 $000
Cash flows from operating activities
Profit/(loss) before tax 3,868 3,717 (1,671)
Adjustments for:
Net gain from revaluation of financial assets at fair
value through profit or loss (4,292) (4,572) (121)
Share of profit of equity-accounted investee, net of
tax (445) - -
Interest income - (154) (16)
Net foreign exchange loss 212 212 1,454
(657) (797) (354)
Changes in working capital:
Decrease/(Increase) in trade and other receivables 15 19 (24)
(Decrease)/Increase in trade and other payables (195) (203) 358
Interest received - 144 16
Net cash used in operating activities (837) (837) (4)
Cash flows from investing activities
Acquisition of financial assets designated at fair
value through profit or loss (61,064) (58,948) (34,609)
Acquisition of associate (14) (14) -
Proceeds on sale of financial assets 11,177 11,177 -
Proceeds from disposal of associate 459 459 -
Advances made - (2,194) (5,000)
Net cash used in investing activities (49,442) (49,520) (39,609)
Cash flows from financing activities
Proceeds from issue of ordinary shares - - 126,810
Share issue costs - - (2,306)
Net cash from financing activities - - 124,504
Net (decrease)/increase in cash and cash
equivalents (50,279) (50,357) 84,891
Cash and cash equivalents at beginning of
year/period 83,437 83,437 -
Effect on exchange rate fluctuations on cash and
cash equivalents (212) (212) (1,454)
Cash and cash equivalents at end of year/period 32,946 32,868 83,437
ASTORIA INVESTMENTS LTD
ABRIDGED CONSOLIDATED AND SEPARATE SEGMENTAL INFORMATION FOR THE
YEAR ENDED 30 DECEMBER 2016
The Group reports segment information in terms of geographical location. Geographical location is
split between United States, Europe, United Kingdom, Asia, South Africa and Mauritius. The Group
has investments in high-quality global growth businesses.
The Group The Company
As at As at Audited as at
31 December 2016 31 December 2016 31 December 2015
$000 $000 $000
Profit/(Loss) before tax
United States 2,170 2,138 33
Europe 3,541 3,633 (9)
United Kingdom (1,570) (1,568) -
Asia (116) (116) 1
South Africa 247 25 (1,555)
Australia (14) (14) -
Mauritius (391) (380) (141)
3,868 3,717 (1,671)
The Group The Company
As at As at Audited as at
31 December 2016 31 December 2016 31 December 2015
$000 $000 $000
Total Assets
United States 60,305 59,165 29,906
Europe 26,907 26,907 16,011
United Kingdom 8,667 7,714 -
Asia 218 30 76
South Africa 1,852 1,852 13
Australia - - -
Mauritius 28,915 31,037 77,185
126,864 126,705 123,191
COMPARATIVES
The Group was formed during the year when the Company acquired Astoria LP Holdings Ltd on 5th
May 2016. Hence there are no comparatives for the Group.
The comparatives for the Company’s figures are for a nine months period from 20 April 2015 (date of
incorporation) to 31 December 2015 while the current year figures are for a full twelve months period
ended 31 December 2016. Hence the figures for 2015 are not comparable.
Date: 20/03/2017 02:11:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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