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Summarised audited consolidated and separate results for the year ended 31 December 2018
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 2018
Astoria is an investment company with the principal objective to achieve strong United States Dollar ("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. Astoria has primary listings on the Stock
Exchange of Mauritius ("SEM") and the Alternative Exchange ("AltX") of the Johannesburg Stock Exchange ("JSE")
and a secondary listing on the main board of the Namibian Stock Exchange ("NSX").
REPORTING CURRENCY
The Group's and Company's results are reported in USD.
BUSINESS REVIEW
The year ended 31 December 2018 was the third full financial year for the Group and the Company.
The reported Group loss for the year ended 31 December 2018 was USD 17.31 million (2017: Group profit of
USD 25.94 million). There was a net USD 17.08 million loss in unrealized revaluation of financial assets 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 50.4% of total assets of the Group as at
31 December 2018.
The total annual costs for the Group were USD 2.79 million (2017: USD 2.27 million) which comprised of management
and brokerage fees of USD 1.36 million, (2017: USD 1.48 million) with the balance being operating expenses of
USD 1.43 million (2017: USD 0.79 million). The operating expenses included additional professional fees of
USD 0.58 million incurred regarding the strategic review and restructuring as a result of the intended offer by Livingstone
Investments Proprietary Limited, a wholly-owned subsidiary of RECM and Calibre Limited ("the offeror") to acquire all
the issued shares of Astoria other than the 35,311,373 shares already held by the offeror.
Astoria's capital allocation at 31 December 2018 was 50.4% in direct equities, 41.7% in cash, 1.9% in fixed income
investments and 5.9% in private equity investments.
Astoria's top 10 direct listed equity positions as at 31 December 2018 were: Admiral Group PLC, EPP N.V,
The Blackstone Group LP, Kingswood Holdings, Mastercard Inc, Home Depot, The Walt Disney Co, JP Morgan Chase & Co,
Google Inc and Johnson & Johnson.
NET ASSET VALUE ("NAV")
The NAV per share (excluding treasury shares) of the Group at 31 December 2018 was USD 1.08 (2017: USD 1.21, 2016:
USD 1.00 and 2015: USD 0.96).
PROSPECTS
The board of directors of Astoria ("the Board") has convened a general meeting of shareholders to be held on
20 March 2019 to vote on a series of inter-conditional resolutions which, if passed, will result in, inter alia,
the realisation of most of the Company's assets and a pro rata payment to shareholders as a return of capital.
The exact details are contained in a circular posted to shareholders on 15 February 2019, which is available on
Astoria's website at link www.astoria.mu/publications. Should these resolutions be approved, the result will be
that Astoria would become a substantially smaller company. The Board will keep shareholders appraised of all
developments and will consider all proposals made to the Company in respect of the remaining assets not realised.
Should these resolutions not be approved, 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, position the Group well. We anticipate further cash calls in terms of our commitment to four global private
equity limited partnerships.
CHANGES TO THE BOARD
Mr Dean Schweizer, a Mauritian resident, was appointed to the Board, effective 10 January 2019.
BASIS OF PREPARATION
These summarised audited consolidated and separate results have been extracted from the audited consolidated and
separate financial statements for the year ended 31 December 2018. 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 SEM Listing Rules and the JSE Listings Requirements. 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 audited consolidated and
separate financial statements for the year ended 31 December 2018.
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 audited consolidated and
separate financial statements for the year ended 31 December 2018. 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 2018.
By order of the Board
15 March 2019
Copies of this report are available to the public at the registered office of the Company, 5th Floor, La Croisette, Grand
Baie, Republic of Mauritius.
A copy of the Group's results is available on the Company's website at www.astoria.mu/publications.
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 section 88 of the Securities Act 2005 of Mauritius
and the JSE Listings Requirements. The Board accepts full responsibility for the accuracy of the information in this
announcement.
For further information, please contact:
JSE designated advisor
Java Capital
NSX sponsor
Namibian Equity Brokers
Mauritian company administrator
OSIRIS International Group
19 March 2019
CONSOLIDATED AND SEPARATE STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2018
The Group The Company
2018 2017 2018 2017
$000 $000 $000 $000
ASSETS
Non-current assets
Investment in subsidiary companies - - 3 2
Financial assets at fair value through profit
or loss 77,253 129,942 64,714 119,654
Total non-current assets 77,253 129,942 64,717 119,656
Current assets
Advances to subsidiaries - - 12,183 6,933
Cash and cash equivalents 55,323 19,505 55,289 19,453
Trade and other receivables 19 181 259 253
Total current assets 55,342 19,686 67,731 26,639
Total assets 132,595 149,628 132,448 146,295
EQUITY AND LIABILITIES
Stated capital 121,111 124,062 121,111 124,062
Treasury shares reserve (17) (2,968) (17) (2,968)
Translation reserve 329 - - -
Retained earnings 10,823 28,136 11,022 24,923
Total equity 132,246 149,230 132,116 146,017
LIABILITIES
Current liabilities
Trade and other payables 349 398 332 278
Total current liabilities 349 398 332 278
Total equity and liabilities 132,595 149,628 132,448 146,295
CONSOLIDATED AND SEPARATE STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2018
The Group The Company
2018 2017 2018 2017
$000 $000 $000 $000
REVENUE
Dividend income 3,210 2,811 3,210 2,811
Net (loss)/gain from financial assets at fair
value through profit or loss (17,084) 25,452 (13,149) 22,013
Total (loss)/revenue (13,874) 28,263 (9,939) 24,824
EXPENSES
General and administrative expenses (2,792) (2,268) (2,763) (2,027)
Impairment on loan advances - - (617) -
OPERATING (LOSS)/PROFIT (16,666) 25,995 (13,319) 22,797
Net foreign exchange (loss)/gain (625) 61 (625) 57
Net interest income 449 303 614 343
(LOSS)/PROFIT FOR THE YEAR
BEFORE TAXATION (16,842) 26,359 (13,330) 23,197
Taxation (471) (420) (571) (320)
(LOSS)/PROFIT FOR THE YEAR
AFTER TAXATION (17,313) 25,939 (13,901) 22,877
OTHER COMPREHENSIVE INCOME
Gain arising on foreign currency translation
difference 329 - - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR (16,984) 25,939 (13,901) 22,877
RECONCILIATION OF PROFIT TO HEADLINE EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2018
The Group The Company
2018 2017 2018 2017
$000 $000 $000 $000
Basic earnings from continuing operations
attributable to equity holders (17,313) 25,939 (13,901) 22,877
Headline earnings from continuing operations
attributable to equity holders (17,313) 25,939 (13,901) 22,877
Weighted average number of shares (units) 122,954,726 125,692,952 122,954,726 125,692,952
Basic and diluted earnings per share (cents) (14.08) 20.64 (11.31) 18.20
Headline earnings per share (cents) (14.08) 20.64 (11.31) 18.20
Astoria has no dilutive instruments in issue.
CONSOLIDATED AND SEPARATE STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2018
THE GROUP:
Stated Translation Treasury Retained Total
capital reserve shares earnings
reserve
$000 $000 $000 $000 $000
Balance at 1 January 2018 124,062 - (2,968) 28,136 149,230
Cancellation of treasury shares (2,951) - 2,951
Total transactions with owners of the Company (2,951) - 2,951 - -
Total comprehensive income for the year
Gain arising on foreign currency
translation differences - 329 - - 329
Loss for the year - - - (17,313) (17,313)
Total comprehensive income - 329 - (17,313) (16,984)
Balance at 31 December 2018 121,111 329 (17) 10,823 132,246
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) - (3,410)
Total comprehensive income for the year
Profit for the year - - - 25,939 25,939
Total comprehensive income - - - 25,939 25,939
Balance at 31 December 2017 124,062 - (2,968) 28,136 149,230
THE COMPANY:
Stated Translation Treasury Retained Total
capital reserve shares earnings
reserve
$000 $000 $000 $000 $000
Balance at 1 January 2018 124,062 - (2,968) 24,923 146,017
Transactions with owners of the Company
Cancellation of treasury shares (2,951) - 2,951 - -
Total comprehensive income (2,951) - 2,951 - -
Loss for the year - - - (13,901) (13,901)
Total comprehensive income - - - (13,901) (13,901)
Balance at 31 December 2018 121,111 - (17) 11,022 132,116
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 share acquisition costs - - (17) - (17)
Cancellation of treasury shares (442) - 442 - -
Total transactions with owners of the Company (442) - (2,968) - (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
CONSOLIDATED AND SEPARATE STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2018
The Group The Company
2018 2017 2018 2017
$000 $000 $000 $000
Cash flows from operating activities
(Loss)/profit after taxation (17,313) 25,939 (13,901) 22,877
Adjustments for:
Net unrealised loss/(gain) from revaluation of financial assets
at fair value through profit or loss 21,354 (19,769) 17,288 (16,548)
Net realised gain on disposal of investments (4,270) (5,683) (4,139) (5,465)
Interest income (449) (303) (614) (343)
Net foreign exchange loss/(gain) 625 (61) 625 (57)
Dividend Income (3,210) (2,811) (3,210) (2,811)
Impairment loss on financial assets - - 617 -
Taxation 471 420 571 320
(2,792) (2,268) (2,763) (2,027)
Changes in working capital:
Decrease/(increase) in trade and other receivables 162 (172) 163 (176)
(Decrease)/increase in trade and other payables (49) 235 54 123
Interest received 449 303 445 281
Withholding tax on dividend income (471) (420) (571) (320)
Net cash flows used in operating activities (2,701) (2,322) (2,672) (2,119)
Cash flows from investing activities
Acquisition of financial assets designated at fair value through
profit or loss (27,358) (56,501) (21,172) (51,933)
Acquisition of subsidiaries - - (1) (2)
Proceeds from sale of financial assets 62,963 45,920 62,963 45,920
Dividend received 3,210 2,811 3,210 2,811
Advances to subsidiaries - - (5,867) (4,739)
Net cash flows generated from/(used in) investing
Activities 38,815 (7,770) 39,133 (7,943)
Cash flows from financing activities
Repurchase of treasury shares - (3,393) - (3,393)
Repurchase of treasury shares costs - (17) - (17)
Proceeds from loans and borrowings - -
Net cash flows used in financing activities - (3,410) - (3,410)
Net increase/(decrease) in cash and cash equivalents 36,114 (13,502) 36,461 (13,472)
Cash and cash equivalents at beginning of year 19,505 32,946 19,453 32,868
Effect on exchange rate fluctuations on cash and cash
equivalents (296) 61 (625) 57
Cash and cash equivalents at end of year 55,323 19,505 55,289 19,453
SUMMARISED CONSOLIDATED AND SEPARATE SEGMENTAL INFORMATION FOR THE YEAR ENDED 31 DECEMBER 2018
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
2018 United United South
States Europe Kingdom Far East Australia Africa Mauritius Total
$000 $000 $000 $000 $000 $000 $000 $000
Geographical location 2018
Dividend income 1,877 870 253 18 - 64 128 3,210
General and administrative expenses (55) (1) (287) (7) (4) (100) (2,338) (2,792)
1,822 869 (34) 11 (4) (36) (2,210) 418
Net gain/(loss) from financial assets at fair value through (4,497) (22) (4,146) (83) (99) (7,522) (715) (17,084)
profit or loss
Net foreign exchange (loss)/gain - (164) (558) (1) - 162 (64) (625)
Profit /(loss) for the year before interest and taxation (2,675) 683 (4,738) (73) (103) (7,396) (2,989) (17,291)
Net interest income 119 (21) 92 - - 192 67 449
Profit /(loss) for the year before taxation (2,556) 662 (4,646) (73) (103) (7,204) (2,922) (16,842)
Taxation (121) (337) - - - (13) - (471)
Profit /(loss) for the year after taxation (2,677) 325 (4,646) (73) (103) (7,217) (2,922) (17,313)
Segment assets 52,079 14,179 29,261 - 1,057 2,691 33,328 132,595
Segment liabilities 289 - - - 1 10 49 349
The Company
2018 United United South
States Europe Kingdom Far East Australia Africa Mauritius Total
$000 $000 $000 $000 $000 $000 $000 $000
Geographical location 2018
Dividend income 1,877 870 253 18 - 64 128 3,210
General and administrative expenses (55) (1) (281) (26) (3) (79) (2,318) (2,763)
Impairment on loan advances - - (490) - - - (127) (617)
1,822 869 (518) (8) (3) (15) (2,317) (170)
Net gain/(loss) from financial assets at fair value through
profit or loss (4.418) (22) (355) (83) - (7,522) (749) (13,149)
Net foreign exchange (loss)/gain - (164) (558) - - 161 (64) (625)
Profit/(loss) for the year before interest and taxation (2,596) 683 (1,431) (91) (3) (7,376) (3,130) (13,944)
Net interest income 116 (21) 92 - - 194 233 614
Profit/(loss) for the year before taxation (2,480) 662 (1,339) (91) (3) (7,182) (2,897) (13,330)
Taxation (221) (337) - - - (13) - (571)
Profit/(loss) for the year after taxation (2,701) 325 (1,339) (91) (3) (7,195) (2,897) (13,901)
Segment assets 49,521 14,179 25,624 - - 2,691 40,433 132,448
Segment liabilities 289 - - - 1 10 32 332
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 (2) (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
Date: 19/03/2019 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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