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ASTORIA INVESTMENTS LIMITED - Summarised audited consolidated and separate results for the year ended 31 December 2018

Release Date: 19/03/2019 09:00
Code(s): ARA     PDF:  
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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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