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Summarised unaudited consolidated results for the quarter ended 31 march 2017 and update to share buyback
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”)
SUMMARISED UNAUDITED CONSOLIDATED RESULTS FOR THE QUARTER ENDED 31 MARCH 2017
AND UPDATE TO SHARE BUYBACK
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 Group 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 Group’s results are reported in United States dollars (“USD”).
BUSINESS REVIEW
As at 31 March 2017, the net asset value (“NAV”) per Astoria share was USD
1.06. This is an increase of 6% compared to the NAV per share as at
31 December 2016.
The board believes that this is a satisfactory outcome reflecting the
positioning of the Company’s assets in strongly performing equity markets,
whilst noting both the high cash balance which produces a low but positive yield,
and the investments in unlisted private equity partnerships which are in the investment
phase.
As at 31 March 2017, the Group’s funds were deployed as follows: listed global
equities 74.0% (including Echo Polska Properties N.V (“EPP”)), niche funds and
private equity 5.3% and USD cash 20.7%. The USD is Astoria’s reporting
currency, therefore it is a sensible approach to retain cash balances in USD
pending investment.
Astoria’s top 15 listed equity positions (excluding EPP) at year-end were: The
Blackstone Group LP, Facebook Inc, Amazon, Home Depot, Apple Inc, Starbucks
Corp, Tempur Sealy, Nike, Activision Blizzard, Fedex, Chipotle, Johnson & Johnson,
Walt Disney, ICICI Bank and Hastings Group PLC. Apart from the investment in EPP,
none of the equity positions comprise more than 4.2% of the portfolio value. The
EPP weighting as at 31 March 2017 was 12.4%.
Operational costs for the Group were USD 0.5 million for the quarter. This was
made up of management and brokerage fees of USD 0.4 million with the balance
being operating expenses of USD 0.1 million.
The Company has recently announced the salient dates for the share buyback and
has released the Explanatory Statement which includes a notice convening a
special meeting of shareholders as well as a proxy form. A copy of the
announcement and the Explanatory Statement can be found in the investor
relations section of the Company’s website at www.astoria.mu. The buyback is
currently scheduled to commence on Friday, 5 May 2017.
PROSPECTS
The biggest driver for the Group’s performance will be the direction of global
developed equity markets. We believe we are well positioned. 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 March 2017 was USD 1.06 (31 Dec 2016: USD 1.00).
DIVIDEND
No dividend has been declared for the period under review.
BASIS OF PREPARATION
These summarised unaudited consolidated results for the quarter ended 31 March
2017 have been prepared in accordance with the measurement recognition
requirements of IFRS, IAS34 – Interim Financial Reporting the SEM Listing
Rules, and the Securities Act of Mauritius 2005 and the JSE Listings
Requirements to the extent required. Prior to 5 May 2016, only company accounts
were being prepared. The Group was formed last year when the Company acquired
Astoria LP Holdings Ltd on 5 May 2016. Hence there are no comparatives for the
Group.
ACCOUNTING POLICIES
These summarised unaudited consolidated results were approved by the board on
21 April 2017. The summarised results below have not been reviewed or reported
by the Group’s external auditors, KPMG Mauritius. The accounting policies
adopted are consistent with those published in the audited financial statements
for the year ended 31 December 2016, except for new standards and
interpretations effective as from 1 January 2017.
SHARE BUYBACK
The definitions outlined in the Explanatory Statement issued on 6 April 2017
have, where appropriate, been used in this paragraph.
Shareholders are advised that in order to facilitate efficient settlement for
Shares bought back on the SEM (if any) under the proposed buyback;
(i) the SEM Buyback Price to be paid will be determined in USD and not in
Mauritian Rupees as set out in the Explanatory Statement and the spot
USD:ZAR exchange rates provided by Astoria’s bankers will be used;
(ii) settlement of the SEM Buyback Price will be paid to selling
shareholders in USD; and
(iii) such SEM Buyback Price and the settlement thereof will constitute full
and final settlement of any claims by selling shareholders on SEM and
full compliance with the terms of the Explanatory Statement.
Paragraph (iii) of the Special Resolution to be tabled and voted on, at the
Special Meeting, will be modified to reflect the above and all votes cast
whether in person or by proxy will be taken to be cast on the resolution to be
modified in line with the above.
By order of the Board
Mauritius – 24 April 2017
Company secretary
Osiris Corporate Solutions (Mauritius) Limited
NOTES
Copies of this report are available to the public at the registered office of
the Company, B45 Twenty Foot Road, 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 B45
Twenty Foot Road, 3rd Floor, La Croisette, Grand Baie, Republic of Mauritius.
This announcement is issued pursuant to SEM Listing Rules 12.20 and 12.21 and
section 88 of the Securities Act 2005 of Mauritius. 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
24 April 2017
SUMMARISED STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2017
The
Group The Company
As at As at As at
31 31
March 31 March March
2017 2017 2016
USD’000 USD’000 USD’000
ASSETS
Non-current assets
Investment in subsidiary
company* - *- *-
Financial assets at fair value
through profit or loss 106,340 103,541 55,626
Total non-current assets 106,340 103,541 55,626
Current assets
Cash and cash equivalents 28,048 27,996 66,572
Trade and other receivables 18 34 18
Total current assets 28,066 30,711 66,590
Total assets 134,406 134,252 122,216
EQUITY AND LIABILITIES
EQUITY
Stated capital 124,504 124,504 124,504
Retained earnings 9,666 9,520 (2,433)
Total equity 134,170 134,024 122,071
LIABILITIES
Current liabilities
Trade and other payables 236 228 145
Total current liabilities 236 228 145
Total equity and liabilities 134,406 134,252 122,216
* Investment in subsidiary company is USD 1
(less than USD 1,000)
SUMMARISED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE QUARTER
ENDED 31 MARCH 2017
The Group The Company
Unaudited Unaudited Unaudited
for the for the for the
quarter quarter quarter
ended 31 ended 31 ended 31
March March March
2017 2017 2016
USD’000 USD’000 USD’000
REVENUE
Dividend income 551 551 121
Net gain/(loss) from financial assets at
fair value through profit or loss 7,363 7,368 (515)
Total revenue 7,914 7,919 (394)
EXPENSES
General and administrative expenses (477) (474) (419)
OPERATING PROFIT/(LOSS) 7,437 7,445 (813)
Net foreign exchange (loss)/gain (20) (25) 2
Net interest
income 52 54 49
PROFIT/(LOSS) FOR THE PERIOD BEFORE TAX 7,469 7,474 (762)
Taxation - - -
PROFIT/(LOSS) FOR THE PERIOD AFTER TAX 7,469 7,474 (762)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 7,469 7,474 (762)
Profit/(loss) per share from continuing
operations
Basic earnings/(loss) per share (cents) 6 6 (2)
Headline earnings/(loss) per share
(cents) 6 6 (2)
Astoria has no dilutive instruments in
issue.
RECONCILIATION OF PROFIT TO HEADLINE EARNINGS FOR THE QUARTER ENDED 31 MARCH 2017
The Group The Company
Unaudited Unaudited Unaudited
for the for the for the
quarter quarter quarter
ended 31 ended 31 ended 31
March 2017 March 2017 March 2016
USD’000 USD’000 USD’000
Basic profit/(loss) from continuing
operations
attributable to equity holders 7,469 7,474 (762)
Headline earnings/(loss) from
continuing operations
attributable to equity holders 7,469 7,474 (762)
Weighted average number of shares
(units) 126,809,944 126,809,944 35,892,486
Basic profit/(loss) per share (cents) 6 6 (2)
Headline earnings/(loss) per share
(cents) 6 6 (2)
SUMMARISED STATEMENTS OF CHANGES IN EQUITY FOR THE QUARTER ENDED 31 MARCH 2017
THE GROUP:
Stated Retained
capital earnings Total
USD’000 USD’000 USD’000
At 01 January 2017 124,504 2,197 126,701
Total comprehensive income for the period
Profit for the quarter
- 7,469 7,469
Total comprehensive income
124,504 9,666 134,170
At 31 March 2017 124,504 9,666 134,170
At 01 January 2016 124,504 (1,671) 122,833
Total comprehensive income for the year
Profit for the year - 3,868 3,868
Total comprehensive income
- 3,868 3,868
At 31 December 2016 (Audited) 124,504 2,197 126,701
SUMMARISED STATEMENTS OF CASH FLOWS FOR THE QUARTER ENDED 31 MARCH 2017
The Group The Company
Unaudited Unaudited Unaudited
for the for the for the
quarter quarter quarter
ended 31 ended 31 ended 31
March March March
2017 2017 2016
USD’000 USD’000 USD’000
Cash flows from operating
activities
Profit/(loss) before tax 7,469 7,474 (762)
Adjustments for:
Net (gain)/loss from revaluation
of financial assets at fair value
through profit or loss (7,363) (7,368) 515
Net foreign exchange loss/(gain) 20 25 (2)
126 131 (249)
Changes in working capital:
(Increase)/decrease in trade and
other receivables (16) (18) 6
Increase/(decrease) in trade and
other payables 81 73 (213)
Net cash generated from operating
activities 191 186 (456)
Cash flows from investing
activities
Acquisition of financial assets
designated at fair value through
profit or loss (14,181) (13,663) (16,411)
Proceeds on sale of financial
assets 9,117 9,117 -
Advances made
- (487) -
Net cash used in investing
activities (5,064) (5,033) (16,411)
Net decrease in cash and cash
equivalents (4,873) (4,847) (16,867)
Cash and cash equivalents at
beginning of period 32,946 32,868 83,437
Effect on exchange rate
fluctuations on cash and cash
equivalents (25) (25) 2
Cash and cash equivalents at end
of period 28,048 27,996 66,572
ABRIDGED GROUP SEGMENTAL INFORMATION FOR THE QUARTER ENDED 31 MARCH 2017
The Group reports segmental information in terms of geographical
location. Geographical location is split between United States, Europe,
United Kingdom, Asia, South Africa, Australia and Mauritius. The Group
has investments in high-quality global growth businesses.
The Group
Unaudited for Audited for
the quarter the year
ended 31 March ended 31
2017 December 2016
USD’000 USD’000
Profit before tax
United States
7,388 2,170
United Kingdom 368 (1570)
Europe
108 3,541
Asia
- (116)
South Africa (35) 247
Australia (42) (14)
Mauritius (318) (391)
7,469 3,868
The Group
Audited as at
Unaudited as at 31 December
31 March 2017 2016
USD’000 USD’000
Total Assets
United States
73,023 60,305
Europe
27,235 26,907
Mauritius
24,787 28,915
United Kingdom
8,876 8,667
South Africa
454 1,852
Asia
31 218
134,406 126,864
Date: 24/04/2017 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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