Wrap Text
Abridged unaudited financial statements for the quarter ended 30 September 2017
UNIVERSAL PARTNERS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number: 138035 C1/GBL)
SEM share code: UPL.N0000
JSE share code: UPL
ISIN: MU0526N00007
(“Universal Partners” or “the Company”)
ABRIDGED UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER ENDED 30 SEPTEMBER 2017
Universal Partners has a primary listing on the Official Market of the Stock Exchange of Mauritius Ltd
(“SEM”) and a secondary listing on the Alternative Exchange of the JSE Limited (“JSE”).
PRINCIPAL ACTIVITY
The principal activity of the Company is to hold investments in high quality, growth businesses across
Europe, with a particular focus on the United Kingdom (“UK”).
The Company’s primary objective is to achieve strong capital appreciation in Pounds Sterling over the
medium to long-term by investing in businesses that meet the investment criteria set out in the Company’s
investment policy.
BUSINESS REVIEW
Since its listing on the SEM on 8 August 2016 and the JSE on 11 August 2016, the Company has been
working closely with its investment advisor, ARGO Investment Managers (“ARGO”), to identify potential
investments that meet its investment criteria. ARGO has assessed over 60 potential investments to date,
and has in turn proposed a small number that meet the investment criteria to the Investment Committee of
the Company.
The Company has concluded three investments since its listing up to the reporting period date.
Dentex Healthcare Group Limited (“Dentex”)
www.dentexhealth.co.uk
On 28 April 2017, the Company entered into an agreement to invest in Dentex for a total consideration of
GBP 15 million.
GBP 4 million was invested upfront to subscribe for a 36% ordinary shareholding in Dentex. The Company
will also subscribe for up to GBP 11 million worth of convertible Loan Notes (“Loan Notes”) which
Dentex can draw down during an 18 month availability period, commencing on 28 April 2017. The
Company will have the right to convert the Loan Notes into ordinary shares of Dentex which will enable
the Company to increase its shareholding to up to 49% of the ordinary equity.
Dentex drew down GBP 3 million of the Loan Notes during the quarter to 30 September 2017 and a further
GBP 6 million was drawn down following the quarter end, i.e. on 18 October 2017 and 30 October 2017.
All the funds drawn down have been utilised for the purchase of further dental practices by Dentex. The
balance of the Loan Notes still available for draw down of GBP 2 million is expected to be utilised by 30
November 2017.
Dentex now owns 14 practices. The company’s acquisition activity is tracking the business plan and is
financially performing in line with expectations.
Propelair
www.propelair.com
On 13 July 2017, the Company co-invested with Investec Investments UK Limited and paid GBP 1 million
for a 13% shareholding in Propelair, a leader in positive pressure flushing toilets. Based on the investment
thesis and expected growth, the business may require additional expansion capital which will enable
Universal Partners to increase the quantum of funds invested in the business, and also its proportionate
shareholding. Universal Partners has a seat on the Propelair board of directors, and will actively engage in
growing the business and ultimately achieving its objective of a shareholding of at least 25%. Propelair
have recently visited South Africa to publicise as to how their product can result in substantial water
reductions, particularly in the Western Cape. The visit was well received and Propelair is arranging to
install demonstration units in a range of sites.
YASA Limited (“YASA”)
www.yasamotors.com
On 18 August 2017, the Company concluded an agreement to subscribe for shares and invest an amount of
GBP 9.3 million in YASA, a manufacturer of highly differentiated electrical axial flux motors, generators
and controllers. The Company subscribed for shares together with existing YASA shareholders, and
became the holder of 22% of the equity shares in YASA.
The Board believes that this is an exciting business which has extraordinary growth potential, since the
revolutionary technology and applications are well suited to meeting the challenges of reducing automotive
carbon emissions via the introduction of enhanced hybrid drivetrains.
Other
ARGO has identified a pipeline of additional potential investment opportunities which are at various stages
of maturity. These opportunities are going through a rigorous and thorough due diligence prior to being
presented to the Company’s Investment Committee. Announcements regarding any successfully concluded
transactions will be forthcoming as they are completed.
For the period under review, revenue in the form of interest was earned from investing excess cash in
interest bearing fixed deposits for periods up to six months. The interest earned from these deposits
amounted to GBP 89,912 for the period. The invested funds will remain in short-term fixed deposits, money
market and NCD instruments until such time as they are required for investments in accordance with the
Company’s investment policy. Additional interest earned from the portion of the Dentex Loan Notes drawn
down during the period amounted to GBP 24,624 resulting in a total of GBP 114,536 in interest earned for
the period under review.
Management fees for the quarter ended 30 September 2017 amounted to GBP 173,302, incurred in terms
of the investment management agreement between the Company and ARGO. General and administrative
expenses amounting to GBP 88,402 and transaction costs of GBP 41,500 relating to the acquisition of
Dentex and Propelair were incurred for the quarter ended 30 September 2017.
When comparing the revenue and expenditure for the quarter ended 30 September 2017 to the same period
for the previous year, it is important to note that the revenue and expenditure for the prior period was
incurred from the date of listing on the SEM on 8 August 2016 until 30 September 2016.
NET ASSET VALUE (“NAV”)
The NAV per share as at 30 September 2017 was GBP 0.982 (30 June 2017: GBP 0.984).
LOSS PER SHARE
The loss per share of GBP 0.0022 for the quarter ended 30 September 2017 and GBP 0.0017 for the quarter
ended 30 September 2016 are based on the Company’s loss before tax of GBP 159,585 and GBP 121,469
for the quarter ended 30 September 2017 and the quarter ended 30 September 2016 respectively, based on
72,350,131 weighted average number of shares in issue.
For the year ended 30 June 2017, the loss per share of GBP of 0.0092 was based on a loss before tax of
GBP 665,999 and a weighted average number of shares in issue of 72,350,131. Costs of GBP 0.0069 per
share relating to the issue of shares were offset against share capital for the year ended 30 June 2017.
DIVIDEND
No dividend has been declared for the period under review.
BASIS OF PREPARATION
The abridged unaudited financial statements for the quarter ended 30 September 2017 (“abridged
unaudited financial statements”) have been prepared using accounting policies consistent with
International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board (“IASB”) and in accordance with International Accounting Standard (IAS) 34 – Interim Financial
Reporting, the Listing Rules of the SEM, the Mauritian Securities Act 2005 and the JSE Listings
Requirements.
The accounting policies and methods of computation adopted in the preparation of these abridged unaudited
financial statements are in terms of IFRS and consistent with those applied in the preparation of the audited
financial statements for the period ended 30 September 2017.
The directors are not aware of any circumstances or matters arising subsequent to the period that require
any additional disclosure or adjustment to the financial statements.
AUDITORS
These abridged unaudited financial statements were approved by the Board on 7 November 2017. These
abridged unaudited financial statements have not been reviewed or reported on by the Company’s external
auditors, Grant Thornton.
By order of the Board
7 November 2017
Intercontinental Trust Limited
Company secretary
For further information please contact:
South African corporate advisor and JSE sponsor
Java Capital +27 11 722 3050
SEM authorised representative and sponsor
Perigeum Capital Ltd +230 402 0890
Company Secretary
Intercontinental Trust Limited +230 403 0800
NOTES
Copies of these abridged unaudited financial statements as well as 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 c/o Intercontinental Trust Limited, Level
3 Alexander House, 35 Cybercity, Ebene 72201, Mauritius.
This announcement is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 12.19 and
Section 88 of the Mauritian Securities Act 2005. The Board of Directors of Universal Partners accepts full
responsibility for the accuracy of the information in this announcement.
ABRIDGED UNAUDITED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2017
As at 30 September
2017 As at 30 June 2017
(Unaudited) (Audited)
GBP GBP
Assets
Non-current assets
Investments at fair value through profit and loss 17,315,650 4,000,100
Current assets
Receivables and prepayments 97,088 107,454
Cash and cash equivalents 53,675,227 67,137,560
53,772,315 67,245,014
Total assets 71,087,965 71,245,114
Equity and Liabilities
Equity
Stated capital 71,847,164 71,847,164
Accumulated loss (825,584) (665,999)
Total equity 71,021,580 71,181,165
Current liabilities
Payables and accruals 66,385 63,949
Total liabilities 66,385 63,949
Total equity and liabilities 71,087,965 71,245,114
ABRIDGED UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 SEPTEMBER 2017
Quarter ended Quarter ended Year ended
As at 30 September As at 30 September As at 30 June
2017 2016 2017
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Revenue
Interest income 114,536 48,984 388,066
Other income 29,083 - 23,746
Total revenue 143,619 48,984 411,812
Expenditure
Management fees (173,302) (83,193) (574,171)
Set up costs - (5,749) (5,749)
Transaction costs (41,500) - (130,000)
General and administrative expenses (88,402) (77,795) (364,175)
Operating loss (159,585) (117,753) (662,283)
Loss on disposal of financial assets at fair value through profit or loss - (3,716) (3,716)
Loss before tax (159,585) (121,469) (665,999)
Tax expense - - -
Loss for the period (159,585) (121,469) (665,999)
Other comprehensive income
Items that will not be reclassified subsequently to profit and loss - - -
Items that will be reclassified subsequently to profit and loss - - -
Other comprehensive income for the period, net of tax - - -
Total comprehensive income for the period (159,585) (121,469) (665,999)
Basic and headline loss per share (pence)* 0.22 0.17 0.92
* The loss per share for the quarters ended 30 September 2017 and 30 September 2016 and year ended 30 June 2017 are
based on losses before tax of GBP 159,585, GBP 121,469 and GBP 665,999 for the Company respectively and the number
of shares in issue of 72,350,131.
There were no dilutive shares in issue. There were no reconciling items between the basic and headline loss per share.
ABRIDGED UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 SEPTEMBER 2017
Stated capital Accumulated loss Total
GBP GBP GBP
At 25 April 2016 * 100 - 100
Issue of shares 72,350,031 - 72,350,031
Share issue costs (502,967) - (502,967)
Transactions with shareholder 71,847,164 - 71,847,164
Loss for the period - (665,999) (665,999)
Other comprehensive income for the period - - -
Total comprehensive income for the period - (665,999) (665,999)
At 30 June 2017 71,847,164 (665,999) 71,181,165
At 1 July 2017 71,847,164 (665,999) 71,181,165
Loss for the period - (159,585) (159,585)
Other comprehensive income for the period - - -
Total comprehensive income for the period - (159,585) (159,585)
At 30 September 2017 71,847,164 (825,584) 71,021,580
* At 25 April 2016, the Company issued 100 shares at GBP 1 each.
ABRIDGED UNAUDITED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 SEPTEMBER 2017
Quarter ended Quarter ended Year ended
As at 30 September As at 30 September As at 30 June
2017 2016 2017
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Operating activities
Loss before tax (159,585) (121,469) (665,999)
Adjustments for:
Loss on disposal of investments at fair value through profit or loss - 3,716 3,716
Foreign exchange losses 35 10,691 47,599
Interest income (114,536) (48,984) (388,066)
Changes in working capital:
Decrease / (increase) in receivables and prepayments 10,366 - (27,454)
Increase in payables and accruals 2,436 356,073 63,949
Net cash flows generated from operating activities (261,284) 200,027 (966,255)
Investing activities
Acquisition of investments (13,315,550) (200,000) (4,200,100)
Proceeds from disposal of investment - 196,284 196,284
Interest received 114,536 48,984 388,066
Loans advanced to subsidiaries - - (80,000)
Net cash flows used in investing activities (13,201,014) 45,268 (3,695,750)
Financing activities
Proceeds from issue of shares - 72,350,131 72,350,131
Payment for shares issuance costs - (502,967) (502,967)
Net cash flows generated from financing activities - 71,847,164 71,847,164
Net change in cash and cash equivalents (13,462,298) 72,092,459 67,185,159
Cash and cash equivalents at the beginning of the period 67,137,560 - -
Effects of exchange rate changes on cash and cash equivalents (35) (10,691) (47,599)
Cash and cash equivalents at the end of the period 53,675,227 72,081,768 67,137,560
Date: 07/11/2017 02:00:00 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.
Sharenet Sites 
