REG - Livermore Inv. Group - Interim Results <Origin Href="QuoteRef">AUIV.L</Origin> - Part 3
27/09/2017 07:06
- Part 3: For the preceding part double click ID:nRSa8946Rb
Investment Income
Switzerland - 2,478 2,478
Other European countries 192 - 192
United States 6,632 - 6,632
India 2,457 - 2,457
Asia 47 - 47
------ ------ ------
9,328 2,478 11,806
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Investments
Switzerland - 126,185 126,185
Other European countries 4,535 - 4,535
United States 85,896 - 85,896
India 8,912 - 8,912
Asia 4,318 - 4,318
------ ------ ------
103,661 126,185 229,846
------ ------ ------
Year ended 31 December 2016 - Audited Equity and debtinstrumentsinvestmentactivities Investmentpropertyactivities Total perfinancialstatements
US $000 US $000 US $000
Investment Income
Switzerland - 3,884 3,884
Other European countries 330 - 330
United States 27,850 - 27,850
India 102 - 102
Asia (203) (203)
------ ------ ------
28,079 3,884 31,963
------ ------ ------
Investments
Switzerland 726 - 726
Other European countries 3,341 - 3,341
United States 100,399 - 100,399
India 2,022 - 2,022
Asia 7,524 - 7,524
------ ------ ------
114,012 - 114,012
------ ------ ------
Investment income, comprising interest and dividend income, gains or losses on
investments, and investment property income, is allocated on the basis of the
customer's geographical location in the case of the investment property
activities segment and the issuer's location in the case of the equity and
debt instruments investment activities segment. Investments are allocated
based on the issuer's location.
19. Interest and dividend income
Six monthsended 30 June2017Unaudited Six monthsended 30 June2016Unaudited Year ended31 December2016Audited
US $000 US $000 US $000
Interest from investments 57 63 114
Dividend income 12,288 12,867 26,220
------ ------ ------
12,345 12,930 26,334
------ ------ ------
20. (Loss) / gain on investments
Six monthsended 30 June2017Unaudited Six monthsended 30 June2016Unaudited Year ended31 December2016Audited
US $000 US $000 US $000
Fair value (losses) / gains on financial assets through profit or loss (2,513) (2,849) 2,056
Fair value loss on investment in subsidiaries (27) - (315)
Fair value (losses) / gains on derivative instruments - (694) 69
Bank custody fees (59) (59) (115)
------ ------ ------
(2,599) (3,602) 1,695
------ ------ ------
The investments disposed of during the period resulted in the following
realised gains / (losses) (i.e. in relation to their original acquisition
cost):
Six monthsended 30 June2017Unaudited Six monthsended 30 June2016Unaudited Year ended31 December2016Audited
US $000 US $000 US $000
At fair value through profit or loss (3,358) 46 (3,540)
------ ------ ------
(3,358) 46 (3,540)
------ ------ ------
21. Administrative expenses
Six monthsended 30 June2017Unaudited Six monthsended 30 June2016Unaudited Year ended31 December2016Audited
US $000 US $000 US $000
Legal expenses 1 16 19
Directors' fees and expenses 990 993 5,033
Other salaries and expenses - 92 149
Professional and consulting fees 307 376 1,879
Management fees 339 - -
Office cost 5 113 172
Depreciation - 5 7
Other operating expenses 238 194 388
Audit fees 18 23 119
Audit fees - prior years (16) - -
Impairment charge on receivables - - 122
------ ------ ------
1,882 1,812 7,888
------ ------ ------
22. Finance costs and income
Six monthsended 30 June2017Unaudited Six monthsended 30 June2016Unaudited Year ended31 December2016Audited
US $000 US $000 US $000
Finance costs
Bank interest 7 129 216
Foreign exchange loss 39 - 2
------ ------ ------
46 129 218
Finance income
Foreign exchange gain 468 1,143 -
Bank interest income 47 - -
------ ------ ------
NetFinance (income) / costs (469) (1,014) 218
------ ------ ------
23. Dividends
No dividends are declared for the period ended 30 June 2017.
The Board of Directors will decide on the Company's dividend policy for 2017
based on profitability, liquidity requirements, portfolio performance, market
conditions, and the share price of the Company relative to its net asset
value.
24. Earnings per share
Basic profit per share has been calculated by dividing the net profit
attributable to ordinary shareholders of the Company by the weighted average
number of shares in issue of the Company during the relevant financial
periods.
Diluted profit per share is calculated after taking into consideration other
potentially dilutive shares in existence during the period.
Six monthsended 30 June2017Unaudited Six monthsended 30 June2016Unaudited Year ended31 December2016Audited
Continuing operations
Profit / (loss) for the period / year attributable to ordinary shareholders of the parent (USD 000) 8,333 8,512 19,885
--------- --------- ---------
Weighted average number of ordinary shares outstanding 186,255,695 186,255,695 186,255,696
--------- --------- ---------
Basic earnings per share (USD) 0.04 0.05 0.11
--------- --------- ---------
Weighted average number of ordinary shares outstanding 186,255,696 186,255,695 186,255,696
Dilutive effect of share options 171,377 - 24,715
--------- --------- ---------
Weighted average number of ordinary shares including the effect of potentially dilutive shares 186,427,073 186,255,695 186,280,411
--------- --------- ---------
Diluted earnings per share (USD) 0.04 0.05 0.11
--------- --------- ---------
Six monthsended 30 June2017Unaudited Six monthsended 30 June2016Unaudited Year ended31 December2016Audited
Discontinued operations
Profit / (loss) for the period / year attributable to ordinary shareholders of the parent (USD 000) - 1,327 14,091
--------- --------- ---------
Weighted average number of ordinary shares outstanding 186,255,695 186,255,695 186,255,696
--------- --------- ---------
Basic earnings per share (USD) - 0.01 0.08
--------- --------- ---------
Weighted average number of ordinary shares outstanding 186,255,695 186,255,695 186,255,696
Dilutive effect of share options - - 24,715
--------- --------- ---------
Weighted average number of ordinary shares including the effect of potentially dilutive shares 186,255,695 186,255,695 186,280,411
--------- --------- ---------
Diluted earnings per share (USD) - 0.01 0.08
--------- --------- ---------
The Share options granted on 13 May 2008 have a dilutive effect on the
weighted average number of ordinary shares only, given that their exercise
price is lower than the average market price of the Company's shares on the
London Stock Exchange (AIM division) during the period ended 30 June 2017 and
the year ended 31 December 2016 (but higher than the average market price
during the period ended 30 June 2016). All other share options do not impact
the diluted earnings per share for the period ended 30 June 2016 (expired in
the second half of 2016) as their exercise price was higher than the average
market price of the Company's shares during the corresponding period.
25. Related party transactions
The Company is controlled by Groverton Management Ltd, an entity owned by Noam
Lanir, which
at 30 June 2017 held 76.6% of the Company's effective voting rights.
30 June2017Unaudited 30 June2016Unaudited 31 December2016Audited
US $000 US $000 US $000
Amounts receivable from subsidiaries
Livermore Properties Limited - - 3,103 (1)
Sandhirst Limited - - 1,018 (1)
Allowance for impairment - - (2,940) (1)
------ ------ ------
- - 1,181
------- ------- -------
Amounts receivable from key management
Directors' current accounts 3,000 2,527 3,000 (1)
Other assets 564 1,692 1,128 (2)
Loan receivable 2,532 - 2,513 (3)
------- ------- -------
6,096 4,219 6,641
------- ------- -------
Amounts payable to subsidiaries
Livermore Investments Cyprus Limited (179) - (169) (4)
Livermore Capital AG (752) - (687) (4)
Livermore Israel Investments Ltd (2,603) - (2,210) (4)
------- ------- -------
(3,534) - (3,066)
------- ------- -------
Amounts payable to other related party
Loan payable (149) (149) (149) (5)
------- ------- -------
(149) (149) (149)
------- ------- -------
Amounts payable to key management
Directors' current accounts (205) (41) (13) (4)
Other key management personnel (7) - (5) (6)
------- ------- -------
(212) (41) (18)
------- ------- -------
Key management compensation
Short term benefits
Executive directors' fees 398 398 795 (7)
Executive directors' reward payments 564 564 4,128
Non-executive directors' fees 28 32 60
Non-executive directors' reward payments - - 50
Other key management fees 146 146 1,092
------- ------- -------
1,136 1,140 6,125
------- ------- -------
(1) The amounts receivable from subsidiaries and the Director's current
accounts with debit balances are interest free, unsecured, and have no stated
repayment date.
(2) Loans of USD 5.523m were made to a key management employee for the
acquisition of shares in the Company. Interest was payable on these loans at 6
month US LIBOR plus 0.25% per annum and the loans were secured on the shares
acquired. The loans were repayable on the earlier of the employee leaving the
Company or April 2013. In December 2012 the Board decided to renew the
outstanding amount of these loans for a period of another five years. Based on
the Board's decision, the outstanding amount is reduced annually on a straight
line over five years, as long as the key management employee remains with the
Company. The relevant reduction in the loan amount for the period was USD
0.564m. The loans are classified as "other assets" and are included under
trade and other receivables (note 11).
(3) A loan of USD 2.500m was made to a key management employee for the
acquisition of shares in the Company. Interest is payable on the loan at 6
month US LIBOR plus 0.25% per annum and the loan is secured on the shares
acquired. The loan is repayable on the earlier of the employee leaving the
Company or April 2020. The loan is included within trade and other receivables
(note 11).
(4) The amounts payable to subsidiaries and Director's current accounts
with credit balances are interest free, unsecured, and have no stated
repayment date.
(5) A loan with a balance at 30 June 2017 of USD 0.149m has been received
from a related company (under common control) Chanpak Ltd. The loan is free of
interest, unsecured and repayable on demand. This loan is included within
trade and other payables (note 16).
(6) The amount payable to other key management personnel relates to a
payment made on behalf of the Company for investment purposes and accrued
consultancy fees.
(7) These payments were made directly to companies to which they are
related.
No social insurance and similar contributions nor any other defined benefit
contributions plan costs incurred for the Group in relation to its key
management personnel in either 2017 or 2016.
Noam Lanir, through an Israeli partnership, is the major shareholder of
Babylon Limited, an Israel based Internet Services Company. The Company as of
30 June 2017 held a total of 1.941m shares at a value of USD 1.020m which
represents 4% of its effective voting rights. The investment in Babylon Ltd is
held through the subsidiary Livermore Israel Investments Ltd.
As at the reporting date Livermore had 335,816 shares of Wanaka Capital
Partners Mid-Tech Opportunity Fund registered in its name but held for the
absolute benefit of a related company (under common control). These shares are
not included in the financial assets on the statement of financial position.
During the period ended 30 June 2016 the Company received administrative
services of USD 0.028m (December 2016: USD 0.048m), in connection with
investments, from its related company (under common control) Mash Medical Life
Tree Marketing Ltd. For the period ended 30 June 2017 the Company has not
received any relevant services.
26. Litigation
Fairfield Sentry Ltd vs custodian bank and beneficial owners
One of the custodian banks that the Company uses faces a contingent claim up
to USD 2.1m, and any interest as will be decided by a US court and related
legal fees, with regard to the redemption of shares in Fairfield Sentry Ltd,
which were bought in 2008 at the request of Livermore and on its behalf. The
same case was also filed in BVI where the Privy Council ruled against the
plaintiffs.
As a result of the surrounding uncertainties over the existence of any
obligation for Livermore, as well as for the potential amount of exposure, the
Directors cannot form an estimate of the outcome for this case and therefore
no provision has been made.
No further information is provided on the above case as the Directors consider
it could prejudice its outcome.
27. Commitments
The Company has expressed its intention to provide financial support to its
subsidiaries, where necessary to enable them to meet their obligations as they
fall due.
Other than the above, the Company has no capital or other commitments as at 30
June 2017.
28. Events after the reporting date
Two out of the three warehouse facilities that the Company invested in, during
2017, were converted to CLOs in August 2017. For these two warehouses, with a
carrying amount as at 30 June 2017 of USD 25.5m, Livermore's investment amount
plus net carry amounting to USD 26.193m became receivable as of the end of
August 2017. For the other one, with a carrying amount as at 30 June 2017 of
USD 5m, the Company invested an additional amount of USD 10m after the
reporting date. The amount to be received for that warehouse has not yet been
determined, however it is expected that it will exceed Livermore's investment
amount.
In August 2017 at the Annual General Meeting of the Company, a resolution was
passed to cancel 129,306,403 treasury shares registered in the name of the
Company, as a capital reduction.
There were no other material events after the reporting date, which have a
bearing on the understanding of these interim condensed financial statements.
29. Preparation of interim financial statements
Interim condensed financial statements are unaudited. Financial statements for
Livermore Investments Group Limited for the year ended 31 December 2016,
prepared in accordance with International Financial Reporting Standards as
adopted by the European Union, on which the auditors gave an unqualified audit
report are available from the Company's website www.livermore-inv.com.
Review Report to Livermore Investments Group Limited
Report on the Review of the Interim Condensed Financial Statements
Introduction
We have reviewed the accompanying interim condensed financial statements of
Livermore Investments Group Limited (the ''Company''), which are presented in
pages 7 to 34 and comprise the condensed statement of financial position as at
30 June 2017 and the condensed statements of profit or loss, comprehensive
income, changes in equity and cash flows for the period from 1 January to 30
June 2017, and other explanatory information.
The Board of Directors is responsible for the preparation and fair
presentation of these interim condensed financial statements in accordance
with International Accounting Standard 34 ''Interim Financial Reporting'' as
adopted by the European Union (EU). Our responsibility is to express a
conclusion on these interim condensed financial statements based on our
review.
Scope of Review
We conducted our review in accordance with the International Standard on
Review Engagement 2410 ''Review of Interim Financial Information Performed by
the Independent Auditor of the Entity''. A review of interim financial
information consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing and consequently does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the accompanying interim condensed financial statements do not
give a true and fair view, in all material respects, of the financial position
of Livermore Investments Group Limited as at 30 June 2017 and of its financial
performance and its cash flows for the period from 1 January to 30 June 2017
in accordance with the International Accounting Standard 34 ''Interim
Financial Reporting'' as adopted by the EU.
Other Matter
This report, including the conclusion, has been prepared for and only for the
Company and for no other purpose. We do not, in giving this conclusion,
accept or assume responsibility for any other purpose or to any other person
to whose knowledge this report may come to.
Nicos Mouzouris
Certified Public Accountant and Registered Auditor
for and on behalf of
Grant Thornton (Cyprus) Ltd
Certified Public Accountants and Registered Auditors
Limassol, 26 September 2017
This information is provided by RNS
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