UNIVERSAL PARTNERS LIMITED - Abridged unaudited financial statements for the quarter and nine months ended 31 March 2018

Release Date: 08/05/2018 08:00
Code(s): UPL
 
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Abridged unaudited financial statements for the quarter and nine months ended 31 March 2018

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 AND NINE MONTHS ENDED 31 MARCH 2018

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 mandate also allows up to 20% of funds to be
invested outside of the UK and Europe.

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.

The Company has concluded four investments since its listing up to the reporting date and is in the final stages of
completing its fifth investment.

Dentex Healthcare Group Limited (“Dentex”)
www.dentexhealth.co.uk

Dentex continues to perform in line with expectations and has now acquired 24 dental practices across the United
Kingdom. The company has a large pipeline of potential acquisitions at various stages of completion.

In March 2018 Dentex successfully concluded a capital raise to fund its continued growth. As part of the capital raise,
Universal Partners elected to convert all of its convertible loan notes into ordinary equity shares and participated in a
new equity issue of GBP 10,000,000 by investing GBP 715,000 for an additional 500,000 shares in Dentex. This will
result in Universal Partners owning 49.9% of Dentex. In addition to the equity raise, Dentex is in the process of
finalising a senior debt facility to partly fund future dental practice investments.

Following the capital raise, the market value of Universal Partners investment in Dentex is GBP 21,096,079. This has
resulted in a net gain on the investment of GBP 5,227,691.

Propelair
www.propelair.com

On 13 July 2017, the Company co-invested with Investec Investments UK Limited and invested GBP 1 million for a
13% shareholding in Propelair, a leader in positive pressure flushing toilets. The toilet uses 1.5 litres per flush versus
a traditional toilet that uses on average 9 litres per flush. Based on the investment thesis and expected growth, the
business is likely to require additional expansion capital in future, providing Universal Partners with an opportunity to
increase the quantum of funds invested in the business, and to boost its shareholding to around the 25% level. Universal
Partners has a seat on the Propelair board of directors, and is actively engaged in growing the business.

Over the period, Propelair appointed a new CEO with deep experience in growing similar businesses, in addition to
appointing further experienced individuals to support growth. Propelair was appointed by MOTO group, the largest
operator of motorway service stations, to install over 1,000 units across its UK estate, with installation to commence
in the first quarter of 2018. Propelair’s customers also include McDonalds, Barclays, and Thames Water.

Given the potential for Propelair’s technology to deliver substantial water savings (of around 80%), whilst improving
hygiene and reducing maintenance costs, the Company facilitated introductions in South Africa where Propelair could
present its solutions to the largest property owners in Cape Town during November 2017. A number of water measuring
trials have commenced in Cape Town, to be followed up with trial installations, across a selected number of office
buildings and shopping centres, in order to demonstrate that the Propelair technology can provide meaningful solutions
to water stressed regions in South Africa.

YASA Limited (“YASA”)
www.yasa.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
21.7% of the equity shares in YASA.

In terms of an agreed secondary round, the Company purchased additional shares from various employees and
shareholders of YASA on 11 December 2017 and 15 January 2018, at the original valuation for the amounts of
GBP 0.7 million and GBP 1.3 million respectively. The Company’s shareholding in YASA therefore increased to
26.25%, pre any dilution from Employee Share Option Schemes.

YASA has signed long term develop and supply agreements with customers in the premium automotive sector which
are subject to strict confidentiality terms. It is anticipated that YASA’s products will be used in future hybrid and
electric vehicles released by these customers. Subject to customer approval, further information will be provided on
the launch of the vehicles. YASA is also engaged in a number of other advanced engineering projects in the automotive,
aviation and industrial sectors. In the period under review, YASA continues to develop its own controller, with initial
engineering evaluation samples anticipated to be available to customers later in 2018. The Rt Hon Greg Clark MP, 
UK Secretary of State for Business, Energy and Industrial Strategy officially opened YASA‘s new factory in Yarnton,
Oxfordshire in the UK on 1 February 2018.

SC Lowy Partners (“SC Lowy”)
www.sclowy.com

On 22 December 2017, the Company invested USD 15 million in SC Lowy, an international banking and finance
group specialising in fixed income which is headquartered in Hong Kong. The Company participated in a consortium
alongside Investec Bank and other strategic family offices, which consortium acquired 20% of the shares in SC Lowy.
The founders, Michel Löwy and Soo Cheon Lee, retain majority ownership of the business.

SC Lowy facilitates secondary trading, investments and primary issuance, with a particular focus on corporate bonds,
loans, trade claims and special situations. SC Lowy’s in-house analysts cover the energy, infrastructure, manufacturing,
telecommunications, media, metals, mining, financials, shipping and real estate sectors in relation to companies based
in Australia, Asia, the Middle East and Europe. SC Lowy has over 100 employees located across the world’s major
financial centres and has built a global client network of over 800 international and regional banks, asset managers,
hedge funds, private equity and pension funds, family offices and corporations. SC Lowy also controls a bank in South
Korea. The bank is performing well and is in line with expectations.

In the period to 31 March 2018, SC Lowy performed in line per its budget and the Company’s due diligence
expectations, supported by a high level of trades facilitated for clients in a number of stressed and distressed situations.
On 10 April 2018 SC Lowy acquired the remaining stake in Choeun Savings Bank in South Korea from their partners,
Yuil PE. On 13 April 2018 SC Lowy acquired the majority stake in Credito Di Romagna, a regional bank based in the
Emilia Romagna region of Italy.

Due to a strengthening of the Pound against the US Dollar since the last reporting period, a foreign exchange loss of
GBP 578,803 was recognised to reflect the GBP equivalent value of the USD 15 million investment SC Lowy.

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 included interest earned from investing excess cash in interest bearing fixed
deposits for periods of up to six months. The interest earned from these deposits amounted to GBP 36,341 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.

During the period under review, the Company advanced a short-term loan of GBP 5,000,000 to Dentex while it was
busy concluding its long-term debt facilities with Lloyds Bank. The proceeds were used by Dentex to acquire dental
practices which is in line with its growth strategy. Universal Partners earned a raising fee of GBP 75,000 and interest
on the loan for the period under review amounted to GBP 53,614.

Management fees for the quarter ended 31 March 2018 amounted to GBP 276,439, incurred in terms of the investment
management agreement between the Company and ARGO. General and administrative expenses amounting to
GBP 88,018 and transaction costs of GBP 60,310 relating to the acquisition of investments were incurred for the quarter
ended 31 March 2018.

On a comparative basis, the higher operating costs (including transaction costs) and management fees for the quarter
and nine months ended 31 March 2018 were as a result of new acquisitions and higher investment values between the
two comparative periods.


NET ASSET VALUE (“NAV”)

The NAV per share as at 31 March 2018 was GBP 1.039 (30 June 2017: GBP 0.984).

EARNINGS PER SHARE

Earnings per share was GBP 0.0607 for the quarter ended 31 March 2018 and the loss per share of GBP 0.0015 for the
quarter ended 31 March 2017 are based on the Company’s profit before tax of GBP 4,389,077 and loss before tax of
GBP 108,501 for the quarter ended 31 March 2018 and the quarter ended 31 March 2017 respectively, and 72,350,131
weighted average number of shares in issue.

For the nine months ended 31 March 2018, earning per share was GBP 0.0555 based on a profit before tax of
GBP 4,018,665 and a weighted average number of shares in issue of 72,350,131. For the corresponding nine months
in the prior year, the loss per share of GBP 0.0056 was based on a loss before tax of GBP 406,924 and a weighted
average number of shares in issue of 72,350,131.

DIVIDEND

No dividend has been declared for the period under review.

BASIS OF PREPARATION

The abridged unaudited financial statements for the quarter and nine months ended 31 March 2018 (“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 June 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 May 2018. 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

8 May 2018

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 directors of Universal Partners accept full responsibility for the preparation of the abridged report and for 
ensuring that the financial information has been correctly extracted from the underlying unaudited financial statements.


ABRIDGED UNAUDITED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2018

                                                    As at 31 March   As at 31 March    As at 30 June
                                                              2018             2017             2017
                                                       (Unaudited)      (Unaudited)        (Audited)
                                                              GBP              GBP              GBP
Assets
Non-current assets
Investments at fair value through profit and loss      44,072,959              -         4,000,100

Current assets
Receivables and prepayments                             5,173,614              -           107,454
Cash and cash equivalents                              26,003,946       71,481,935      67,137,560
                                                       31,177,560       71,481,935      67,245,014

Total assets                                           75,250,519       71,481,935      71,245,114

Equity and Liabilities
Equity
Stated capital                                         71,847,164       71,847,164      71,847,164
Profit / (loss) for the period                          3,352,666         (406,925)       (665,999)
                                                       75,199,830       71,440,239      71,181,165
Current liabilities
Payables and accruals                                      50,689           41,696          63,949

Total equity and liabilities                           75,250,519       71,481,935      71,245,114


ABRIDGED UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE QUARTER AND NINE MONTHS ENDED 31 MARCH 2018


                                                                                 Quarter ended                       Nine months ended
                                                                      31 March 2018      31 March 2017      31 March 2018      31 March 2017
                                                                         (Unaudited)        (Unaudited)        (Unaudited)        (Unaudited)
                                                                               GBP                GBP                GBP                GBP
Revenue
Interest income                                                              89,956            121,425            391,105            276,064
Gain from investments at fair value through profit and loss               5,227,691                 -           5,227,691                -
Other income                                                                 75,000                 -             113,064                -
Total revenue                                                             5,392,647            121,425          5,731,860            276,064

Expenditure
Management fees                                                            (276,439)         (157,113)          (677,939)           (401,947)
Set up costs                                                                      -                 -                  -              (5,749)
Unrealised foreign exchange loss                                           (578,803)                -            (578,803)                -
General and administrative expenses                                        (148,328)           (72,813)          (456,453)          (271,575)
Operating profit / (loss)                                                 4,389,077           (108,501)         4,018,665           (403,207)

Loss from financial assets at fair value through profit and loss                  -                  -                  -             (3,717)
Profit / (loss) before tax                                                4,389,077           (108,501)         4,018,665           (406,924)
Tax expense                                                                       -                  -                  -                  -
Profit / (loss) for the period                                            4,389,077           (108,501)         4,018,665           (406,924)

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                                  4,389,077           (108,501)        4,018,665          (406,924)

Basic and headline profit / (loss) per share (pence)*                           6.07              (0.15)             5.55             (0.56)

* The profit per share for the quarter ended 31 March 2018 and nine months ended 31 March 2018 are based on profit before tax of GBP
4,389,077 and GBP 4,018,665 for the Company respectively and the weighted average number of shares in issue of 72,350,131 (31 March
2017: Based on loss before tax of GBP 406,924 and the weighted average 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 earnings per share.


ABRIDGED UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED 31 MARCH 2018


                                             Stated Capital     Loss for the period            Total

                                                        GBP                   GBP                GBP

Issue of shares                                  72,350,131                     -         72,350,131
Share issue costs                                  (502,967)                    -           (502,967)
Transactions with shareholder                    71,847,164                     -         71,847,164

Profit / (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

Profit / (loss) for the period                            -              4,018,665         4,018,665
Other comprehensive income for the period                 -                     -                  -
Total comprehensive income for the period                 -              4,018,665         4,018,665

At 31 March 2018                                 71,847,164              3,352,666        75,199,830



ABRIDGED UNAUDITED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED 31 MARCH

                                                                      Nine months         Nine months
                                                                   ended 31 March      ended 31 March     Year ended 30
                                                                             2018                2017        June 2017
                                                                       (Unaudited)         (Unaudited)        (Audited)
                                                                             GBP                 GBP               GBP
Operating activities
Profit / (loss) before tax                                              4,018,665           (406,925)        (665,999)
Adjustments for:
Loss from financial assets at fair value through profit and loss                -              3,716            3,716
Gain from investments at fair value through profit and loss            (5,227,691)               -                -
Interest income accrued                                                  (391,105)          (276,064)        (388,066)
Net foreign exchange loss                                                 579,543             47,788           47,599

Changes in working capital:
Decrease / (Increase) in receivables and prepayments                       27,454                -            (27,454)
(Decrease) / Increase in payables and accruals                            (13,260)            41,696           63,849
Net cash flows generated from operating activities                     (1,006,394)          (589,789)        (966,355)

Investing activities
Acquisition of investments                                            (35,270,682)          (202,000)      (4,202,000)
Proceeds on disposal of investments                                             -            198,284          198,284
Loans advanced to subsidiaries                                         (5,040,000)               -            (80,000)
Interest received                                                         184,202            276,064          388,066
Net cash flows used in investing activities                           (40,126,480)           272,348       (3,695,650)

Financing activities
Proceeds from issue of shares                                                   -         72,350,131       72,350,131
Share issue 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                               (41,132,874)        71,529,723       67,185,159

Cash and cash equivalents at the beginning of the period               67,137,560                -                -
Exchange rate differences                                                    (740)           (47,788)         (47,599)
Cash and cash equivalents at the end of the period                     26,003,946         71,481,935       67,137,560




                                                                  

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