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Dana Group International Investments: Results for Year Ended 30 June 2017

Mon 27th November, 2017 11:20am
Dana Group International Investments Limited and its subsidiaries
(the “Group” or  the “Company”)

Consolidated Financial Results for the Year Ended 30(th) June 2017

Chairman’s Statement

On behalf of the Board of Directors, I am pleased to present the Group’s
consolidated, audited financial statements for the financial year ended 30(th)
June 2017 together with the notes thereto.

During the previous period, the Company’s accounting reference date was
changed from 31(st) December to 30(th) June to allow the Company to extract
accurate financial information to determine the fair value of Bonyan at
intervening reference dates, i.e. end-June and end-December. These are thus
the first annual financial results of the Group for a financial year from
1(st) July 2016 to 30(th) June 2017. The comparative figures below were
extracted from the audited financial statements of the Company for the 18
months period ended 30(th) June 2016 and the figures presented in these
consolidated financial statements for the respective periods are thus not
fully comparable.

During the current period, the regional economy marked recovery but continued
to face uncertainties with challenging regional and global market conditions,
including oil price fluctuations and slow global trade. Despite these
challenges, the United Arab Emirates (“UAE”) remained resilient and has
been successful in mitigating the effects of such uncertainties.

The Directors perceive the UAE economy to remain stable with recovering oil
prices and development in public and private sectors spurred by the upcoming
EXPO 2020 expected to increase the attractions of the UAE as an investment
destination. EXPO 2020 is expected to draw more than 25 million visitors to
Dubai; and to attract foreign direct investment into the Emirate and the UAE
across several economic sectors including real estate. EXPO 2020 should help
the Company to expand investment prospects in new ventures and increase the
volume of its re-investment in the country.              

Board Changes                     

During the current period, there were certain directorate changes in the
Company. I was appointed as a Chairman following the resignation of Mr. Khaled
Al Husseini as Chairman and director of the Company. Further Mr. Khaled Al
Husseini was replaced by Mr. Mohammad Firas Baba as a director of the Company.

Financial
Results                                                                                         

The comprehensive income for the financial year ended 30(th) June 2017 was USD
8.14 million (2016: comprehensive loss of USD 89.67 million) and the net loss
for the year was USD 215,329 (2016: net loss of USD 65.72 million), giving
rise to a basic loss per share of 0.09 US cents (2016: basic loss per share of
5.43 US cents).

During the comparable period ended 30(th) June 2016, the comprehensive loss of
USD 89.67 million derived principally from the share of loss from an associate
company, Makkah & Madinah Commercial Investment Company JSC (“MMCI”), of
which the Company owned 34.12% prior to disposal. The losses at MMCI were
attributable to fair value changes in the real estate investment assets held
by MMCI and its subsidiary companies; and from the realisation during the
period of certain available-for-sale investments.

Pursuant to the share exchange and cancellation transaction approved by the
shareholders in May 2016, the Company disposed of its 34.12% interest in MMCI
in consideration for 21.68% interest in Bonyan International Investment Group
(Holding) LLC (“Bonyan”) and the delivery to the Company for cancellation
of 1,018,759,378 class A voting shares (“Cancellation Shares”) of the
capital of the Company.

All of the Cancellation Shares mentioned above, have now been surrendered to
the Company's registrar and cancelled. Following the cancellation, the total
number of class A voting shares and depository interests in the shares
outstanding on the share register is 249,289,747.

As at 30(th) June 2017, the Company’s net assets standing at USD 85.82
million (2016: USD 77.68 million); or US cents 34 per share (2016: US cents 31
per share). The increase in the Group's net assets during the year is
attributable to fair value changes in the value of investments held by Bonyan,
in which the Company has a 21.68% interest.         

New website

Following the change in the name of the Company from Makkah & Madinah Holdings
Limited to Dana Group International Investments Limited, the Company’s
website has migrated to new domain and shareholders will now be able to obtain
and download information about the company from www.dana-investments.com.

Post-Balance Sheet Events  

Subsequent to year end 30(th) June 2017, Mr. Khaled (Nicholas) Majdalani has
stepped down from the Board and was replaced by Mr. Ahmad Abdulla Al Jaziri Al
Tamimi as an independent non-executive director of the Company.      

Current Trading                   

Trading from 1(st) July 2017 to date remains consistent with the Directors’
expectations at the beginning of the current financial period.

Recommendation                             

The Directors believe that all the proposals to be considered at the AGM are
in the best interests of the Company and recommend shareholders to vote in
favor of them as they intend, where relevant, to do in respect of their own
shareholdings.  

Conclusion

The Group will continue to seek opportunities and work towards the improvement
of shareholder value through investment in profitable, regional property
development businesses. 

Finally, I would like to express my sincere appreciation and gratitude to our
valued shareholders and to my Board colleagues for their continued confidence
as we drive forward positively for the long-term success of the Company.

Muin El Saleh
Chairman
Dubai- United Arab Emirates
27 November 2017                

Consolidated statement of profit or loss and other comprehensive income
for the year ended 30(th) June 2017

                                                                                                                              01-Jul-16                    01-Jan-15 
                                                                                                                                     TO                           TO 
                                                                                                                              30-Jun-17                    30-Jun-16 
                                                                                                                              12 Months                    18 Months 
                                                                                                      Notes                         USD                          USD 
 Revenue                                                                                                                        190,395                    1,557,221 
                                                                                                                           ------------                 ------------ 
 Employee costs                                                                                                               (418,522)                  (1,225,053) 
 Other operating expenses                                                                                                     (117,990)                    (793,575) 
 Legal and professional expenses                                                                                               (94,132)                    (287,922) 
 Depreciation                                                                                                                   (4,444)                     (11,666) 
 Other income                                                                                                       202,439  ----------           505,738 ---------- 
 Operating loss                                                                                                               (242,254)                    (255,257) 
 Share of loss from an associate                                                                                                      -                 (89,416,982) 
 Recycling of available for sale fair valuation reserve on disposal of available for sale investment                                  -                   23,953,921 
 Finance income/(expenses)                                                                                       26,925  --------------       (3,468) -------------- 
 (Loss)/profit for the year/period                                                                            (215,329)  --------------  (65,721,786) -------------- 
 Other comprehensive income   Items that will not be reclassified to profit or loss                                                                                  
 Recycling of available for sale fair valuation reserve on disposal of available for sale investment                                  -                 (23,953,921) 
 Items that are or may be reclassified subsequently to profit or loss                                                                                                
 Fair value changes in available for sale financial assets                                                                    8,354,786                            - 
                                                                                                                               ________                    _________ 
 Total comprehensive income/(loss) for the year/period                                                                8,139,457 =======        (89,675,707) ======== 

   

 Loss per share attributable to the owners of the parent during the year/period                                        
 Basic loss per share for the year/period                                        2           (0.0009)         (0.0543) 
                                                                                               ======           ====== 
 Diluted loss per share for the year/period                                      2   (0.0009)  ======  (0.0543) ====== 

Consolidated statement of financial position
as at 30(th) June 2017

                                                                               30-Jun-17                   30-Jun-16 
                                                     Notes                           USD                         USD 
 ASSETS                                                                                                              
 Non-current assets                                                                                                  
 Property and equipment                                                              702                       5,146 
 Available for sale financial assets                   3                      86,536,290                  78,181,504 
                                                                          --------------              -------------- 
 Total non-current assets                                                     86,536,992                  78,186,650 
                                                                          --------------              -------------- 
 Current assets                                                                                                      
 Loans and advances                                    4                       4,700,000                           - 
 Prepayments, advances and other receivables                                     541,140                     672,692 
 Cash and cash equivalents                                            42,531  ----------           12,188 ---------- 
 Total current assets                                           5,283,671  -------------       684,880 ------------- 
 Total assets                                                       91,820,663  ========         78,871,530 ======== 
 LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                
 Share capital                                         5                       2,010,490                   2,010,490 
 Share premium                                                                83,862,586                  83,862,586 
 Available for sale fair valuation reserve                                     8,354,786                           - 
 Accumulated losses                                          (8,404,946)  --------------  (8,189,617) -------------- 
 Total capital and shareholders’ equity                       85,822,916  --------------   77,683,459 -------------- 
 LIABILITIES                                                                                                         
 Non-current liabilities                                                                                             
 Provision for employees’ end of service benefits                        32,658  -------               9,557 ------- 
 Total non-current liabilities                                           32,658  -------               9,557 ------- 
 Current liabilities                                                                                                 
 Trade and other payables                              6         5,965,089  ------------      1,178,514 ------------ 
 Total current liabilities                                                     5,965,089                   1,178,514 
                                                                         ---------------             --------------- 
 Total liabilities and shareholders’ equity                         91,820,663  ========         78,871,530 ======== 

The consolidated financial statements were approved by the Board of Directors
on 27(th) November 2017.

_____________________                                                                       

Muin El Saleh
Director                                       

Consolidated statement of changes in equity
for the year ended 30(th) June 2017   

                                                       Share  capital  USD  Share premium  USD  Available for sale fair valuation reserve  USD  Retained earnings/  (accumulated  losses)  USD       Total  USD 
                                                                                                                                                                                                                
 At 1st January 2015                                            10,226,655         395,146,685                                      23,953,921                                      57,532,169      486,859,430 
 Total comprehensive loss for the period                                                                                                                                                                        
 Loss for the period                                                     -                   -                                               -                                    (65,721,786)     (65,721,786) 
 Other comprehensive loss for the period                                 -                   -                                    (23,953,921)                                               -     (23,953,921) 
                                                                                                                                                                                                                
 Transaction with owners recorded directly in equity                                                                                                                                                            
 Redemption of share capital (refer note 1)                    (8,216,165)       (311,284,099)                                               -                                               -    (319,500,264) 
                                                            --------------     ---------------                                  --------------                                  --------------  --------------- 
 At 30th June 2016                                               2,010,490          83,862,586                                               -                                     (8,189,617)       77,683,459 
                                                                  ========           =========                                        ========                                        ========        ========= 
 At 1st July 2016                                                2,010,490          83,862,586                                               -                                     (8,189,617)       77,683,459 
 Total comprehensive income for the year                                                                                                                                                                        
 Loss for the year                                                       -                   -                                               -                                       (215,329)        (215,329) 
 Other comprehensive income for the year                                 -                   -                                       8,354,786                                               -        8,354,786 
                                                              ------------      --------------                                  --------------                                  --------------  --------------- 
                                                                                                                                                                                                                
 At 30th June 2017                                               2,010,490          83,862,586                                       8,354,786                                     (8,404,946)       85,822,916 
                                                                   =======            ========                                        ========                                        ========        ========= 

Consolidated statement of cash flows
for the year ended 30(th) June 2017

                                                                                                                30-Jun-17     30-Jun-16 
                                                                                                      Notes           USD           USD 
 Cash flow from operating activities                                                                                                    
 Net loss for the year/period                                                                                   (215,329)  (65,721,786) 
 Adjustments for:                                                                                                                       
 Recycling of available for sale fair valuation reserve on disposal of available for sale investment                    -  (23,953,921) 
 Finance income                                                                                                 (422,099)             - 
 Finance cost                                                                                                     383,726             - 
 Gain on disposal of subsidiary                                                                                         -     (306,912) 
 Bad debts written off                                                                                                  -       620,477 
 Depreciation                                                                                                       4,444        11,666 
 Share of loss from an associate                                                                                        -    89,416,982 
 Provision for employees’ end of service benefits                                                                  23,101        50,212 
                                                                                                               ----------   ----------- 
 Operating cash flow before working capital changes                                                             (226,157)       116,718 
 Working capital changes:                                                                                                               
 Trade and other receivables                                                                                      374,151       (4,044) 
 Trade and other payables                                                                                       4,562,117     (210,203) 
 Employees’ end of service benefits paid                                                                                -     (159,228) 
 Finance income received                                                                                          179,500             - 
 Finance cost paid                                                                                              (159,268)             - 
                                                                                                               ----------     --------- 
 Net cash flow from operating activities                                                                        4,730,343     (256,757) 
                                                                                                               ----------    ---------- 
 Cash flow from financing activities                                                                                                    
 Loans and advances                                                                                           (4,700,000)             - 
                                                                                                               ----------    ---------- 
 Net cash flow from financing activities                                                                      (4,700,000)             - 
                                                                                                               ----------     --------- 
 Net increase/(decrease) in cash and cash equivalents                                                              30,343     (256,757) 
 Cash and cash equivalents at beginning of the year/period                                                         12,188       268,945 
                                                                                                                ---------     --------- 
 Cash and cash equivalents at end of the year/period                                                               42,531        12,188 
                                                                                                                    =====        ====== 

Basis of preparation

These consolidated financial statements have been prepared for the 12 months
year ended 30(th) June 2017, whereas corresponding figures were extracted from
the audited consolidated financial statements for the 18 months period ended
30(th) June 2016 for comparative purposes as explained above in the
chairman’s statement.

These consolidated financial statements as at 30(th) June 2017 comprise the
Company and its subsidiaries (collectively referred to as “the Group”) and
the Group’s interest in equity accounted investees.

The financial information does not constitute the Group’s consolidated
financial statements for either the year ended 30(th) June 2017 or the period
ended 30(th) June 2016, but is derived from those accounts. The Group’s non
statutory accounts for 2017 are available from the Company's website from
28(th) November 2017. The auditor’s reports on both the 2017 and 2016
accounts were unqualified; did not draw attention to any matters by way of an
emphasis; and did not contain any statement in regard to matters reported on
by exception.

The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS). The consolidated financial
statements have been prepared under the historical cost convention, except for
investment properties and available for sale investments which are stated at
fair values. The accounting policies used are consistent with those applied in
the 2016 consolidated financial statements and those that were applied in the
2017 consolidated financial statements.

1.     Shares exchange and redemption transaction

On 4(th) May 2016, as per assignment agreement, four shareholders
(representing 80.34% of the total shareholding) agreed to assign irrevocably
and unconditionally all their rights and interest in the Company’s shares to
Mr. Abdullah Atatreh.

On 30(th) May 2016, the shareholders of the Company in an Extra Ordinary
General Meeting resolved to approve the shares exchange and redemption
transaction between the Company and Mr Abdullah Atatreh in pursuant to the
Share Exchange and Redemption Agreement ("the Agreement"), dated 18(th) May
2016.

-As per the Agreement and subsequent amendment thereafter, the Company
transferred 34.12% of ordinary shares of Makkah & Madinah Commercial
Investment Company (MMCI) having carrying value of USD 397,374,856 at an
agreed price of USD 397,681,768.

-Mr. Abdullah Atatreh settled the agreed price in full by:

-Transferring 21.68% equity interest in Bonyan International Investments Group
(Holding) LLC (Bonyan) to Alpha International FZE (100% subsidiary of the
Company) at the value USD 78,181,504 determined by an independent professional
valuer.

-Redemption of 1,018,759,378 shares at agreed price of USD 319,500,264. (refer
note 5)

-Pursuant to this transaction the Company recorded a gain of USD 306,912.

2.     Loss per share

(a)     Basic

Basic loss per share is calculated by dividing the loss attributable to owners
of the parent by the weighted average number of ordinary shares in issue
during the year/period.

                                                                            1-Jul-16                  1-Jan-15 
                                                                                  To                        To 
                                                                           30-Jun-17                 30-Jun-16 
                                                                           12 months                 18 months 
 Loss attributable to the owners of the parent (USD)             (215,329)  ========    (65,721,786) ========= 
 Weighted average number of ordinary shares in issue (No.)   249,289,747  ==========  1,208,559,526 ========== 

(b)     Diluted

Diluted loss per share is calculated by adjusting the weighted average number
of ordinary shares outstanding by the estimated conversion of all potentially
dilutive instruments. The Company has share warrants as potentially dilutive
instrument. For the share warrants, a calculation is performed to determine
the estimated number of shares that could have been acquired at a
pre-determined price.

The number of shares calculated as above, is compared with the number of
shares that would have been issued assuming the exercise of the share
warrants.

                                                                             1-Jul-16  To  30-Jun-17     1-Jan-15 To 30-Jun-16 
                                                                                           12 months                 18 months 
 Loss attributable to owners of the parent (USD)                                (215,329)  =========     (65,721,786) ======== 
 Weighted average number of ordinary shares in issue (No.)                    249,289,747  =========  1,208,559,526 ========== 
 Adjustments for:                                                                                                              
 Assumed conversion of share warrants                                                              -                         - 
 Weighted average number of ordinary shares for diluted earnings per share   249,289,747  ==========  1,208,559,526 ========== 

All share warrants were expired during the current period. The Company has no
dilutive instruments at the reporting date.

3.      Available for sale financial assets

                                                               2017                  2016 
                                                                USD                   USD 
 Balance at the beginning of the year/period             78,181,504                     - 
 Additions (refer note 1)                                         -            78,181,504 
 Change in fair value                                     8,354,786                     - 
                                                      -------------       --------------- 
 Balance at the end of the year/period         86,536,290  ========  78,181,504 ========= 

Pursuant to the shares exchange and redemption transaction as referred in note
1, the Group has acquired 21.68% interest in Bonyan. Bonyan is engaged in the
property development business in the UAE. The Group assessed the investment in
Bonyan at its fair value. The fair value of Bonyan was determined by an
independent professional valuer by using discounted cash flow model.

4.      Loans and advances

                            2017           2016 
                             USD            USD 
 Short-term loan       4,700,000              - 
                   -------------  ------------- 
                       4,700,000              - 
                         =======        ======= 

(i) During the current period, the Group’s subsidiary has provided a
short-term loan of USD 4.7 million to a related party (common shareholders).
The short-term loan is unsecured and carries profit rate of 11% per annum. The
term of the loan is 6 months from the date of disbursement which may be
extended by mutual agreement of parties.

(ii) During the current period, the company has earned the finance income of
USD 422,099 from the short term loan and is recognized in the statement of
profit or loss.

5.      Share capital and share premium

Movement in share capital during the year/period

                                                            Number of shares           Ordinary  Shares                 Share  Premium                          Total 
                                                                                                    USD                            USD                            USD 
 At 1st January 2015                                           1,268,049,125                 10,226,655                    395,146,685                    405,373,340 
 Redemption of shares during the period     (1,018,759,378)  ---------------  (8,216,165)  ------------  (311,284,099)  --------------  (319,500,264)  -------------- 
 At 30 June 2016                                      249,289,747  =========         2,010,490  =======           83,862,586  ========           85,873,076  ======== 
 At 1st July 2016                                                249,289,747                  2,010,490                     83,862,586                     85,873,076 
 Redemption of shares during the year                                      -                          -                              -                              - 
 At 30th June 2017                                    249,289,747  =========         2,010,490  =======           83,862,586  ========           85,873,076  ======== 

(a) During the comparable period ended 30(th) June 2016, the Company redeemed
1,018,759,378 shares at a total price of USD 319,500,264 received as
part-consideration for the disposal of the investment in an associate (MMCI).

(b) As at 30(th) June 2017, Bonyan holds 61,669,915 shares (24.74%) (30(th)
June 2016: 36,665,096 shares (15%) of the Company.

6.      Trade and other payables

                               2017       2016 
                                USD        USD 
 Due to related parties   5,254,826    330,183 
 Other payables             710,263    848,331 
                          5,965,089  1,178,514 

During the current period, the Group's subsidiary has received a short-term
loan of USD 4.7 million from a related party (common shareholders). The
short-term loan is unsecured and carries profit rate of 10% per annum. The
term of the loan is 6 months from the date of disbursement which is extended
by mutual agreement of the parties. During the current year, the Company has
accrued finance expense of USD 383,726 which is recognized in the statement of
comprehensive income.           

This announcement has been made after due and careful enquiry; the directors
of the Group accept responsibility for its content.

Enquiries:

Dana Group International Investments Ltd:

Contact: tel: +971 (0)4 430 9355; e-mail: ir@dana-investments.com; further
information on Dana Group International Investments Limited is available from
the Company’s website: www.dana-investments.com 

Keith, Bayley, Rogers & Co. Limited:

Graham Atthill-Beck: tel: +44 (0)20 7464 4091; mobile: +971 (0)50 856 9408/+44
(0)750 643 4107; e-mail: Graham.Atthill-Beck@kbrl.co.uk;
blackpearladvisers@gmail.com

Brinsley Holman: tel: +44 (0)20 7464 4098; e-mail: Brinsley.Holman@kbrl.co.uk

Copies of the Annual Report for the year ended 30(th) June 2017 are available
during normal business hours for a period of one month from the date of this
announcement, by arrangement, from the offices of Keith, Bayley, Rogers & Co.
Limited, No. 1 Royal Exchange Avenue, London, EC3V 3LT. A soft copy of the
Annual Report is also downloadable from the Company’s website:
www.dana-investments.com/  



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