Wrap Text
Summarised audited consolidated and separate results for the year ended 31 December 2017
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 AUDITED CONSOLIDATED AND SEPARATE RESULTS FOR THE YEAR ENDED 31 DECEMBER 2017
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 listings on the Stock Exchange of Mauritius ("SEM") and the
Alternative Exchange ("AltX") of the Johannesburg Stock Exchange ("JSE"). This change in status from a secondary to a
primary listing on the JSE was effective from 31 July 2017. The Company has a secondary listing on the Namibian Stock
Exchange ("NSX"). The Group consists of the Company and two wholly owned subsidiaries namely Astoria LP Holdings
Ltd, incorporated in Mauritius in 2016, and Astoria Investments (UK) Limited that was incorporated in the United
Kingdom on 7 July 2017.
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 Group's and Company's results are reported in United States dollars.
BUSINESS REVIEW
The year to 31 December 2017 was the second full financial year for the Group and the Company. During the year, the
Company established a second wholly-owned subsidiary in the United Kingdom called Astoria Investments (UK)
Limited which owns an investment in European Wealth Group Limited ("EWG"), an Alternative Investment Market
listed company that forms part of the Group's direct listed equities portfolio. The Company funds this subsidiary by
way of a loan.
The reported Group profit for the year ended 31 December 2017 was USD 25.94 million (2016: USD 3.87 million).
There was a significant net gain in financial assets reflecting the gain on direct listed 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 private equity limited partnerships in which the Group has invested are still in the investment phase
and do not as yet contribute significantly to Group earnings. As a result, the majority of the return was generated from
the listed global equity investments, which comprised 81.3% of total assets of the Group as at 31 December 2017.
The total annual costs for the Group were USD 2.27 million (2016: USD 1.81 million) which comprised of management
and brokerage fees of USD 1.48 million, with the balance being operating expenses of USD 0.79 million. The operating
expenses included set-up costs incurred to establish the United Kingdom subsidiary, primarily in professional fees and
travelling expenses.
As at 31 December 2017, the Group's funds were deployed as follows: direct listed global equities 81.3%, niche funds
and private equity 5.7%, and USD cash 13%.
Astoria's top 10 listed equity positions at year-end were: Echo Polska Properties ("EPP"), EWG, Facebook Inc, The
Blackstone Group LP, Admiral Group PLC, Apple Inc, Hastings Group Holdings PLC, Home Depot, Starbucks Corp and JP
Morgan Chase & Co.
The Company announced a share repurchase in 2017 in order to address the discount to the net asset value ("NAV")
at which Astoria's shares traded during the course of the 2016 year. The Company repurchased a total of 3,855,218
shares during the year at an average price of R11.60 per share, inclusive of costs. The Company was authorised to
repurchase up to 6,327,000 shares. The Company repurchased 60.9% of the shares authorised to be repurchased. The
Company's cash available for investment reduced by the amount spent on repurchasing its own shares but conversely,
the repurchasing of shares at a discount to the NAV represents a good investment for the Company, and demonstrates
the Board's confidence in Astoria's investments. The Company is considering a further repurchase in 2018.
PROSPECTS
The Company's performance will be influenced by the direction taken by global developed equity markets. We believe
that the Group's holdings of many structural growth assets with exceptional franchises, positions the Group well. We
anticipate further cash calls in terms of our commitment to four global private equity limited partnerships.
As previously announced, there will likely be tactical shifts from time to time in Astoria's asset allocation and this is
opportunity set dependent. It should be clarified that any new private equity investments envisaged would likely be
direct investments rather than through further limited partnership structures. Any strategic asset allocation shifts, if
and when made, will in no way derogate from the primary objective of Astoria as stated at the outset.
NET ASSET VALUE ("NAV")
The NAV per share, excluding treasury shares, of the Group at 31 December 2017 was USD 1.21 (2016: USD 1.00,
2015: USD 0.96). This represents growth in the NAV per share of 21% since 31 December 2016.
EVENTS AFTER THE REPORTING DATE
At a shareholders meeting held on 23 February 2018, shareholders voted to amend the existing investment
management agreement. The outcome of the vote gave the Board increased flexibility with regard to its future
strategy. The Board constantly reviews the discount of the share price to the NAV. These factors are important in
determining the way forward for Astoria.
CHANGES TO THE BOARD
Mr Daniel Romburgh** resigned from the Board, effective 11 December 2017
Mr Tinesh Ramprusad** was appointed to the Board, as non-executive director, effective 11 December 2017
**Mauritian resident
BASIS OF PREPARATION
These are the provisional audited consolidated and separate results which have been extracted from the audited
consolidated and separate financial statements for the year ended 31 December 2017. The summarised audited
consolidated and separate results have been prepared in accordance with International Financial Reporting Standards
("IFRS") in compliance with the requirements of the Mauritius Companies Act and are presented in terms of the
minimum disclosure requirements set out in International Accounting Standards ("IAS") 34 - Interim Financial
Reporting, as well the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and
Pronouncements as issued by the Financial Reporting Standards Council. The contents of this summarised report are
extracted from audited information although this summarised report is not itself audited. The summarised audited
consolidated and separate 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 2017.
The directors take full responsibility for the preparation of the summarised report and for ensuring that the financial
information has been correctly extracted from the underlying audited consolidated and separate financial statements.
The Chief Financial Officer, Ms. Tiffany Purves ACA, CA (SA), was responsible for the preparation of the summarised
audited consolidated and separate results, which process was overseen by the Chief Executive Officer, Mr. Darryl
Kaplan, B.Bus.Sci LLB.
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 2017. The accounting policies used in the preparation of the
summarised audited consolidated and separate results are consistent with those used in the audited consolidated and
separate financial statements for the year ended 31 December 2017.
By order of the Board
Osiris Corporate Solutions (Mauritius) Limited
Company secretary
15 March 2018
NOTES
A copy 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, 5th 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 5th 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
SUMMARISED CONSOLIDATED AND SEPARATE STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2017
The Group The Company
2017 2016 2017 2016
ASSETS $000 $000 $000 $000
Non-current assets
Investment in subsidiary companies and
associate interest* - - 2 *-
Financial assets at fair value through profit of
or loss 129,942 93,909 119,654 91,628
Total non-current assets 129,942 93,909 119,656 91,628
Current assets
Advances to subsidiaries - - 6,933 2,194
Cash and cash equivalents 19,505 32,946 19,453 32,868
Trade and other receivables 181 9 253 15
Total current assets 19,686 32,955 26,639 35,077
Total assets 149,628 126,864 146,295 126,705
EQUITY AND LIABILITIES
EQUITY
Stated capital 124,062 124,504 124,062 124,504
Treasury shares (2,968) - (2,968) -
Retained earnings 28,136 2,197 24,923 2,046
Total equity 149,230 126,701 146,017 126,550
LIABILITIES
Current liabilities
Trade and other payables 398 163 278 155
Total current liabilities 398 163 278 155
Total equity and liabilities 149,628 126,864 146,295 126,705
* Investment in subsidiary companies and associate interest is USD 1 (less than USD 1,000)
SUMMARISED CONSOLIDATED AND SEPARATE STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME FOR THE YEAR ENDED 31 DECEMBER 2017
The Group The Company
2017 2016 2017 2016
$000 $000 $000 $000
REVENUE
Dividend income 2,811 839 2,811 839
Net gain from financial assets at fair value
through profit or loss 25,452 4,292 22,013 4,572
Total revenue 28,263 5,131 24,824 5,411
EXPENSES
General and administrative expenses (2,268) (1,811) (2,027) (1,789)
OPERATING PROFIT 25,995 3,320 22,797 3,622
Net foreign exchange gain/(loss) 61 (212) 57 (212)
Other income - 153 - 153
Interest income 303 162 343 154
26,359 3,423 23,197 3,717
Share of profit of equity-accounted investee,
net of tax - 445 - -
PROFIT FOR THE YEAR BEFORE TAXATION 26,359 3,868 23,197 3,717
Taxation (420) - (320) -
PROFIT FOR THE YEAR AFTER TAXATION 25,939 3,868 22,877 3,717
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR 25,939 3,868 22,877 3,717
Earnings per share from continuing
operations:
Basic and diluted earnings per share (cents) 20.64 3.05 18.20 2.93
RECONCILIATION OF PROFIT TO HEADLINE EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2017
The Group The Company
2017 2016 2017 2016
$000 $000 $000 $000
Basic earnings from continuing operations
attributable to equity holders 25,939 3,868 22,877 3,717
Share of profit of equity-accounted investee,
net of tax - (445) - (445)
Headline earnings from continuing operations
attributable to equity holders 25,939 3,423 22,877 3,272
Basic earnings from discontinued operations - - - -
Fair value loss on investment property - - - -
Headline earnings from discontinued operations - - - -
Weighted average number of shares (units) 125,692,952 126,809,944 125,692,952 126,809,944
Basic earnings per share (cents) 20.64 3.05 18.20 2.93
Headline earnings per share (cents) 20.64 2.70 18.20 2.58
Astoria has no dilutive instruments in issue.
SUMMARISED CONSOLIDATED AND SEPARATE STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2017
THE GROUP:
Stated Treasury Retained Total
capital shares earnings
$000 $000 $000 $000
Balance at 1 January 2017 124,504 - 2,197 126,701
Transactions with owners of the Company
Treasury shares acquired - (3,393) - (3,393)
Treasury shares acquisition costs - (17) - (17)
Cancellation of shares (442) 442 - -
Total transactions with owners of the Company (442) (2,968) 2,197 (3,410)
Total comprehensive income for the year
Profit for the year - - 25,939 25,939
- - 25,939 25,939
Total comprehensive income
Balance at 31 December 2017 124,062 (2,968) 28,136 149,230
Balance at 1 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
Balance at 31 December 2016 124,504 - 2,197 126,701
THE COMPANY:
Stated Treasury Retained Total
capital shares earnings
$000 $000 $000 $000
Balance at 1 January 2017 124,504 - 2,046 126,550
Transactions with owners of the Company
Treasury shares acquired - (3,393) - (3,393)
Treasury shares acquisition costs - (17) - (17)
Cancellation of shares (442) 442 - -
Total transactions with owners of the Company (442) (2,968) 2,046 (3,410)
Total comprehensive income for the year
Profit for the year - - 22,877 22,877
Total comprehensive income - - 22,877 22,877
Balance at 31 December 2017 124,062 (2,968) 24,923 146,017
Balance at 1 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
SUMMARISED CONSOLIDATED AND SEPARATE STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2017
The Group The Company
2017 2016 2017 2016
$000 $000 $000 $000
Cash flows from operating activities
Profit before taxation 26,359 3,868 23,197 3,717
Adjustments for:
Net unrealised gain from revaluation of financial assets
at fair value through profit or loss (19,769) (4,863) (16,548) (4,718)
Net (gain)/loss on disposal of investments (5,683) 571 (5,465) 146
Share of profit of equity-accounted investee, net of tax - (445) - -
Interest income (303) (162) (343) (154)
Net foreign exchange (gain)/loss (61) 212 (57) 212
543 (819) 784 (797)
Changes in working capital:
(Increase)/decrease in trade and other receivables (172) 15 (176) 19
Increase/(decrease) in trade and other payables 235 (195) 123 (203)
Interest received 303 162 281 144
Withholding tax suffered on dividend income (420) - (320) -
Net cash generated from/(used in) operating activities 489 (837) 692 (837)
Cash flows from investing activities
Acquisition of financial assets designated at fair value
through profit or loss (56,501) (61,064) (51,933) (58,948)
Acquisition of associate - (14) - (14)
Acquisition of subsidiaries - - (2) -
Proceeds from sale of financial assets 45,920 11,177 45,920 11,636
Proceeds from disposal of associate - 459 - -
Advances made - - (4,739) (2,194)
Net cash flows used in investing activities (10,581) (49,442) (10,754) (49,520)
Cash flows from financing activities
Repurchase of treasury shares (3,393) - (3,393) -
Repurchase of treasury shares costs (17) - (17) -
Net cash flows used in financing activities (3,410) - (3,410) -
Net decrease in cash and cash equivalents (13,502) (50,279) (13,472) (50,357)
Cash and cash equivalents at beginning of year 32,946 83,437 32,868 83,437
Effect on exchange rate fluctuations on cash and cash
equivalents 61 (212) 57 (212)
Cash and cash equivalents at end of year 19,505 32,946 19,453 32,868
SUMMARISED CONSOLIDATED AND SEPARATE SEGMENTAL INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2017
The Group and the Company report segment information in terms of geographical location. Geographical location is split between United States,
Europe, United Kingdom, Far East, Australia, South Africa and Mauritius. The Group has investments in high-quality global growth businesses.
The Group
2017 United United South
States Europe Kingdom Far East Australia Africa Mauritius Total
$000 $000 $000 $000 $000 $000 $000 $000
Geographical location 2017
Dividend income 1,382 1,208 221 - - - - 2,811
General and administrative expenses (79) (16) (490) (3) (3) (96) (1,581) (2,268)
1,303 1,192 (269) (3) (3) (96) (1,581) 543
Net gain from financial assets at fair value through profit or loss 15,809 509 3,225 - - - 5,909 25,452
Net foreign exchange gain / (loss) 5 - 90 - - (34) - 61
Profit / (loss) for the year before interest and taxation 17,117 1,701 3,046 (3) (3) (130) 4,328 26,056
Interest income - - - 1 - 90 212 303
Profit / (loss) for the year before taxation 17,117 1,701 3,046 (2) (3) (40) 4,540 26,359
Taxation (315) (105) - - - - - (420)
Profit / (loss) for the year after taxation 16,802 1,596 3,046 (3) (3) (40) 4,540 25,939
Segment assets 76,303 25,584 24,765 3,066 - 2,968 16,942 149,628
Segment liabilities - - - 2 - 2 394 398
The Company
2017 United United South
States Europe Kingdom Far East Australia Africa Mauritius Total
$000 $000 $000 $000 $000 $000 $000 $000
Geographical location 2017
Dividend income 1,382 1,208 221 - - - - 2,811
General and administrative expenses (80) (16) (281) (3) (3) (96) (1,548) (2,027)
1,302 1,192 (60) (3) (3) (96) (1,548) 784
Net gain from financial assets at fair value through profit or
loss 15,591 509 4 - - - 5,909 22,013
Net foreign exchange profit / (loss) - - 91 - - (34) - 57
Profit / (loss) for the year before interest and taxation 16,893 1,701 35 (3) (3) (130) 4,361 22,854
Interest income - - - - - 90 253 343
Profit / (loss) for the year before taxation 16,893 1,701 35 (3) (3) (40) 4,614 23,197
Taxation (215) (105) - - - - - (320)
Profit / (loss) for the year after taxation 16,678 1,596 35 (3) (3) (40) 4,614 22,877
Segment assets 74,718 25,584 19,787 3,066 - 2,968 20,172 146,295
Segment liabilities - - 4 2 - 2 270 278
The Group
2016 United United South
States Europe Kingdom Australia Asia Africa Mauritius Total
$000 $000 $000 $000 $000 $000 $000 $000
Geographical location 2016
Dividend income 361 202 274 - 1 1 - 839
General and administrative expenses (51) (8) (263) (14) (3) (87) (1,385) (1,811)
310 194 11 (14) (2) (86) (1,385) (972)
Net gain / (loss) from financial assets at
fair value through profit or loss 1,817 3,347 (1,374) - (114) 241 375 4,292
Share of profit of equity-accounted investee, net of tax - - 445 - - - - 445
Net foreign exchange loss - - (207) - - (5) - (212)
Other income - - - - - 153 - 153
Profit / (loss) for the year before interest and taxation 2,127 3,541 (1,125) (14) (116) 303 (1,010) 3,706
Interest income / (expenses) 19 - - - - (53) 196 162
Profit / (loss) for the year before taxation 2,146 3,541 (1,125) (14) (116) 250 (814) 3,868
Taxation - - - - - - - -
Profit / (loss) for the year after taxation 2,146 3,541 (1,125) (14) (116) 250 (814) 3,868
Segment assets 60,305 26,907 8,667 - 218 1,852 28,915 126,864
Segment liabilities - - - 6 - - 157 163
The Company
2016 United United South
States Europe Kingdom Australia Asia Africa Mauritius Total
$000 $000 $000 $000 $000 $000 $000 $000
Geographical location 2016
Dividend income 361 202 274 - 1 1 - 839
General and administrative expenses (51) (8) (261) (14) (3) (89) (1,363) (1,789)
310 194 13 (14) (2) (88) (1,363) (950)
Net gain / (loss) from financial assets at fair value through
profit or loss 1,817 3,439 (1,374) - (114) 17 787 4,572
Net foreign exchange loss - - (207) - - (5) - (212)
Other income - - - - - 153 - 153
Profit / (loss) for the year before interest and taxation 2,127 3,633 (1,568) (14) (116) 77 (576) 3,563
Interest income / (expenses) 11 - - - - (53) 196 154
Profit / (loss) for the year before taxation 2,138 3,633 (1,568) (14) (116) 24 (380) 3,717
Taxation - - - - - - - -
Profit / (loss) for the year after taxation 2,138 3,633 (1,568) (14) (116) 24 (380) 3,717
Segment assets 59,165 26,907 7,714 - 30 1,852 31,037 126,705
Segment liabilities - - - 6 - - 149 155
Date: 15/03/2018 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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