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REG-R.E.A. Holdings plc R.E.A. Holdings plc: Annual Report in respect of 2017

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R.E.A. Holdings plc (RE.)
R.E.A. Holdings plc: Annual Report in respect of 2017

27-Apr-2018 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

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R.E.A. HOLDINGS PLC (the "company")

 

ANNUAL FINANCIAL REPORT

 

The company's  annual report  for the  year ended  31 December  2017  (including
notice of the annual general  meeting to be held on  13 June 2018) (the  "annual
report") will shortly be available for  downloading from the company's web  site
at  1 www.rea.co.uk.

 

Upon completion of bulk printing, copies of the annual report will be despatched
to persons  entitled thereto  and  will be  submitted  to the  National  Storage
Mechanism to be made available for inspection at  2 www.hemscott.com/nsm.do

 

The sections  below entitled  "Chairman's  statement", "Dividends",  "Risks  and
uncertainties",  "Viability   statement",   "Going  concern"   and   "Directors'
confirmation of responsibility" have been extracted without material  adjustment
from the annual report.  The basis of presentation of the financial  information
set out below is  detailed in note  1 of the notes  to the financial  statements
below.

 

HIGHLIGHTS

 

Overview

 

  • Production and revenue saw a progressive improvement in 2017, which is
    continuing into 2018 
  • Significant plantation disposal recently announced

 

Financial
 

  • Revenue up 26 per cent to $100.2 million (2016: $79.3 million) reflecting
    initial impact of operational improvements to restore yields to historic
    norms
  • Cost of sales increased to $86.3 million (2016: $71.8 million) primarily due
    to expenditure on rehabilitation of the mature estates and increased cost
    and volume of third party fruit purchases
  • Pre-tax losses of $21.9 million (2016: $9.3 million), mainly due to increase
    in the value of the group's sterling notes arising from exchange
    fluctuations, resulting in a charge of $4.8 million in 2017 (2016: credit of
    $10.5)
  • Balance of 2017 dollar notes ($20.2 million) and 2017 sterling notes (£8.0
    million) repaid
  • Sale of 2022 dollar notes held in treasury and placing of preference shares
    together raising $18.0 million

 

Agricultural operations
 

  • Increased production of 530,565 tonnes of FFB, up 13 per cent (2016: 468,371
    tonnes), benefiting from improvements in harvesting, infrastructure and
    field management practices
  • Increase in third party FFB purchased to 114,005 tonnes (2016: 98,052
    tonnes)
  • Consistently improved CPO extraction rates averaging 23 per cent
  • 1,248 hectares of extension planting

 

 

Sale of subsidiary

 

  • Agreement reached on 25 April 2018 for sale of REA Kaltim's 95 per cent
    shareholding in PBJ to Kuala Lumpur Kepong Berhad; proceeds estimated at $85
    million gross or approximately $57 million net of external debt repayments
    and selling expenses
  • Divestment serves to benefit capital structure by reducing indebtedness and
    by relieving the group of the further investment that would be required to
    take the PBJ estates to full maturity;  it will also defer for at least
    three years the need for a further group oil mill
  • No material negative impact on group's immediate profit outlook as the
    majority of the plantings at PBJ are immature

 

Stone and coal operations
 

  • Plans to reopen coal concession at Kota Bangun progressed with conclusion of
    arrangements to acquire loading point and conveyor with permitting now in
    hand to allow mining operations to recommence
  • Limestone quarry operations commenced
  • Discussions regarding the development of the andesite stone concession
    continuing
     

Organisational changes
 

  • Appointment of Carol Gysin as group managing director in February 2017 and
    several senior management changes implemented
  • Completion of relocation of Indonesian administrative offices to a single
    location in Balikpapan

 

Outlook
 

  • The recovery seen in 2017 anticipated to strengthen further in 2018 with
    crop levels and yields returning closer to historic norms
  • FFB for the four months to April 2018 expected to be around 200,000 (2017:
    159,706)
  • Divestment of PBJ to enable group to concentrate operations on the remaining
    plantation areas in near contiguous locations
  • Coal activities expected to provide cash flows going forward

 

 

CHAIRMAN'S STATEMENT

 

2017 saw the beginnings of a much needed recovery in the group's operations. 
Following changes to staffing and staff responsibilities in both estates and
mills and with the estates beginning to benefit from the enhanced fertiliser
programmes initiated in 2016, harvesting, field management practices, mill
efficiency and road maintenance all progressively improved over the course of
the year.

 

Total revenue for the year increased to $100.2 million from $79.3 million in
2016. Operating losses were reduced to $2.2 million compared with $5.0 million
in 2016. Although the loss before tax increased to $21.9 million compared with
$9.3 million for 2016, this was principally the result of a negative swing from
year to year of $15.3 million in mark to market movements on the group's foreign
currency liabilities, with a charge to profits of $4.8 million in 2017 compared
with a credit of $10.5 million in 2016. In addition, and as previously reported,
a one off charge of $1.1 million was incurred in 2017 as a result of staff
changes arising from the reorganisation of the group's Indonesian offices.  By
contrast, the results for 2016 benefited from a one off receipt of $1.1 million
received in respect of tax refunds.

 

Fresh fruit bunches ("FFB") harvested increased by 13 per cent in 2017 to some
530,000 tonnes, compared with 468,000 tonnes in 2016.  This reflected an 8 per
cent increase in mature estate hectarage and an improvement in FFB yields to
15.6 tonnes per mature hectare in 2017 from 14.9 tonnes in 2016. There was a
similar increase in the volume of purchases of FFB from smallholders and other
third parties: 114,000 tonnes in 2017 compared with 98,000 tonnes in the
previous year.  Crude palm oil ("CPO") production in 2017 totalled 144,000
tonnes, compared with 128,000 tonnes in 2016, with CPO extraction in the latter
part of 2017 running at consistently higher average rates than in 2016 and the
early months of 2017.  The better performance reflected recent mill
refurbishment works, a rigorous maintenance programme, as well as an improvement
in the quality of FFB being processed. CPO and crude palm kernel oil ("CPKO")
yields of, respectively, 3.6 and 0.3 tonnes per mature hectare were achieved
during 2017 compared with, respectively, 3.4 tonnes and 0.3 tonnes per hectare
in 2016.

 

The CPO price, CIF Rotterdam, had a strong start to the year rising from $790
per tonne at the beginning of January to a high of $857 per tonne on the back of
generally lower production before declining to a low of $640 per tonne
reflecting increasing stock levels and expectations of significant production
growth in the second half of the year. The price closed at the end of the year
at $670 per tonne and has traded in the range $640 to $710 per tonne in 2018 to
date.  Prices are currently at $640 per tonne. Consumption growth and weaker
soybean production in South America appears likely to support prices around
these levels.

 

Progress with development of both PT Putra Bongan Jaya ("PBJ") and PT Cipta
Davia Mandiri ("CDM") was slower than expected in 2017.  Weather conditions
throughout the year hampered extension planting in PBJ and a review of the
programme for CDM resulted in a decision to cancel planting of some 1,000
hectares that had been originally planned so as to concentrate on larger, near
contiguous blocks as well as to reconsider the status of the conservation
reserves. Planting in PBJ and CDM combined amounted to some 1,161 hectares in
2017, with the balance of the targeted 3,000 hectares carried over to 2018.

 

Plans to reopen the group's coal concession at Kota Bangun were progressed
during 2017 leading to the conclusion by the group, in April 2018, of
arrangements to acquire an established loading point on the Mahakam River,
together with a coal conveyor that crosses the group's concession and runs to
the loading point.  This acquisition is an essential prerequisite to efficient
evacuation of coal from the Kota Bangun concession.  With it concluded, the
group is applying for the requisite permits to recommence mining operations and
to sell the previously mined coal currently held in stockpile.  Discussions
regarding the development of the group's andesite stone concession continue.

 

The group further addressed its funding arrangements during 2017, raising monies
from the sale of the $7.2 million of 2022 dollar notes held in treasury, the
issue of 8.4 million new £1 cumulative preference shares and the completion of
the arrangements agreed with the group's new local partner in 2016.  In
addition, revolving working capital facilities were rolled over for a further 12
months at the end of July 2017.  All of the outstanding $20.2 million of 2017
dollar notes and the outstanding £8.0 million of 2017 sterling notes were repaid
in June and December 2017 respectively.

 

Further to the statement in the group's half yearly report published in
September 2017 regarding a potential divestment of certain outlying plantation
assets, the group reached an agreement on 25 April 2018 for the sale of its PBJ
subsidiary.  Completion of the sale, which is subject to shareholder approval,
is expected to take place later in 2018 and will result in group indebtedness
being reduced by the bank borrowings in PBJ and a cash inflow to the group
provisionally estimated at $57 million. The PBJ estate is located some distance
from the group's principal estates and would, in the near future, have required
the construction of a new mill and other infrastructure for harvesting and
processing crop.  Divestment of PBJ will therefore both reduce the funding
required for the group's immediate development programme and permit the group's
management to focus on a geographically more compact area of operations.

 

The proceeds from the divestment of PBJ will principally be applied in reducing
group indebtedness.  Coupled with the funding actions taken over the last two
years, this divestment leaves the group in a stronger financial position.  It
will permit the group to operate with significantly reduced indebtedness and, at
the same time, to proceed quickly to develop suitable areas of its remaining
undeveloped land bank.  Following the completion in 2017 of the agreements for
the transfer to SYB of fully titled land areas held by PU, the remaining
developable land bank following the sale of PBJ is currently estimated at about
10,000 hectares.  The immediate impact on production of the sale of PBJ will be
immaterial as the majority of this estate is not yet mature.

 

In view of the results for 2017, the directors have concluded that they should
not declare or recommend the payment of any ordinary dividend in respect of the
year.

 

The recovery in group operations that began in 2017 has continued into 2018,
with production in March demonstrating a noticeable upturn, against a background
of generally poorer cropping in East Kalimantan. The positive trend has
continued into April, with daily cropping rates suggesting an FFB crop for the
month approaching 60,000 tonnes (2016: 32,070 tonnes).  Higher production
combined with increases in mill efficiency should result in further progress in
the group's operational performance during the current year.

 

The improvements to the group's balance sheet that will follow from the
divestment of PBJ and a resumption of coal revenues should help the group
accelerate development of its land bank.  With CPO prices expected to remain
around current levels, the prospects for the group are more encouraging than
they have been for some years.

 

 

DIVIDENDS

 

The fixed semi-annual dividends on the 9 per cent cumulative preference shares
that fell due on 30 June and 31 December 2017 were duly paid.  In line with
previous indications and in view of the financial performance during  2017, the
directors have concluded that, as previously announced, they should not declare
or recommend the payment of any dividend on the ordinary shares in respect of
2017. 

 

As previously indicated, if crops continue to recover as expected, prices for
the group's palm products are maintained at around current levels, the sale of
PBJ is successfully completed and the coal operations start to generate suitable
returns, the directors intend to resume the payment of ordinary dividends. 
However, the programme of development of the group's land bank remains ongoing
and will require further significant capital expenditure.   The need to fund
such expenditure will necessarily influence the rates at which the directors
feel that they can prudently declare, or recommend the payment of, ordinary
dividends over the next few years.

 

ANNUAL GENERAL MEETING

 

The fifty-eighth annual general meeting of R.E.A. Holdings plc will be held at
the London office of Ashurst LLP at Broadwalk House, 5 Appold Street, London
EC2A 2HA on 13 June 2018 at 10.00 am.

 

 

RISKS AND UNCERTAINTIES

 

The group's business involves risks and uncertainties.  Identification,
assessment, management and mitigation of the risks associated with
environmental, social and governance matters forms part of the group's system of
internal control for which the board of the company has ultimate
responsibility.  The board discharges that responsibility as described in
"Corporate governance" in the annual report. 

 

Those risks and uncertainties that the directors currently consider to be
material are described below.  There are or may be other risks and uncertainties
faced by the group that the directors currently deem immaterial, or of which
they are unaware, that may have a material adverse impact on the group.

 

Material risks, related policies and the group's successes and failures with
respect to environmental, social and governance matters and the measures taken
in response to any failures are described in more detail under "Sustainability"
in the annual report.

 

Where risks are reasonably capable of mitigation, the group seeks to mitigate
them.  Beyond that, the directors endeavour to manage the group's finances on a
basis that leaves the group with some capacity to withstand adverse impacts from
identified areas of risk but such management cannot provide insurance against
every possible eventuality.

 

Risks assessed by the directors as being of particular significance are those
detailed below under climatic and other operational factors, produce prices and
funding.  In the case of climatic and other operational factors and produce
prices, the directors' assessment reflects the negative impact on revenues that
could be caused by adverse climatic conditions or operational circumstances and,
in the case of funding, the considerations referred to in the "Viability
statement" in the "Directors' report" in the annual report.

 

                                                          Mitigating or other
Risk                        Potential impact              relevant
                                                          considerations
Agricultural operations                                    
Climatic factors                                           
                            A loss of crop or reduction
Material variations from    in the quality of harvest     Over a long period,
the norm in climatic        resulting in loss of          crop levels should be
conditions                  potential revenue             reasonably predictable

                             
                            A reduction in subsequent
                            crop levels resulting in loss Operations are located
Unusually low levels of     of potential revenue;         in an area of high
rainfall that lead to a                                   rainfall. 
water availability below    the reduction is likely to be Notwithstanding some
the minimum required for    broadly proportional to the   seasonal variations,
the normal development of   cumulative size of            annual rainfall is
the oil palm                                              usually adequate for
                            the water deficit             normal development

                             
                                                          Normal sunshine hours
                                                          in the location of the
                            Delayed crop formation        operations are well
Overcast conditions         resulting in loss of          suited to the
                            potential revenue             cultivation of oil
                                                          palm

                                                           
                                                          The group has
                                                          established a
                                                          permanent downstream
                                                          loading facility,
                                                          where the river is
                                                          tidal.  In addition,
                                                          road access (currently
                                                          requiring repair)
                                                          between the ports of
                                                          Samarinda and
Low levels of rainfall      Inability to obtain delivery  Balikpapan and the
disrupting river transport  of estate supplies or to      estates when available
or, in an extreme           evacuate CPO and CPKO         offers a viable
situation, bringing it to a (possibly leading to          alternative route for
standstill                  suspension of harvesting)     transport with any
                                                          associated additional
                                                          cost more than
                                                          outweighed by the
                                                          potential negative
                                                          impact of disruption
                                                          to the business cycle
                                                          by any delay in
                                                          evacuating CPO

                                                           
Cultivation risks                                          
                            A loss of crop or reduction
                            in the quality of harvest     The group adopts best
Pest and disease damage to  resulting in loss of          agricultural practice
oil palms and growing crops potential revenue             to limit pests and
                                                          diseases
                             
Other operational factors                                  
                                                          The group maintains
                                                          stocks of necessary
                                                          inputs to provide
Shortages of necessary      Disruption of operations or   resilience and has
inputs to the operations,   increased input costs leading established biogas
such as fuel and fertiliser to reduced profit margins     plants to improve its
                                                          self-reliance in
                                                          relation to fuel

                                                           
                                                          The group endeavours
                            FFB crops becoming rotten or  to maintain resilience
                            over-ripe leading either to a in its palm oil mills
                            loss of CPO production (and   with each of the mills
A hiatus in collection or   hence revenue) or to the      operating separately
processing of FFB crops     production of CPO that has an and some ability
                            above average free fatty acid within each mill to
                            content and is saleable only  switch from steam
                            at a discount to normal       based to biogas or
                            market prices                 diesel based
                                                          electricity generation
                                                          The group's bulk
                                                          storage facilities
                                                          have substantial
Disruptions to river        The requirement for CPO and   capacity and further
transport between the main  CPKO storage exceeding        storage facilities are
area of operations and the  available capacity and        afforded by the fleet
Port of Samarinda or delays forcing a temporary cessation of barges.  Together,
in collection of CPO and    in FFB harvesting or          these have hitherto
CPKO from the transhipment  processing with a resultant   always proved adequate
terminal                    loss of crop resulting in a   to meet the group's
                            loss of potential revenue     requirements for CPO
                                                          and CPKO storage

                                                           
Occurrence of an uninsured
or inadequately insured                                   The group maintains
adverse event; certain                                    insurance at levels
risks (such as crop loss                                  that it considers
through fire or other                                     reasonable against
perils), for which          Material loss of potential    those risks that can
insurance cover is either   revenues or claims against    be economically
not available or is         the group                     insured and mitigates
considered                                                uninsured risks to the
disproportionately                                        extent reasonably
expensive, are not insured                                feasible by management
                                                          practices
 
Produce prices                                             
                                                          Price swings should be
                                                          moderated by the fact
                                                          that the annual
Volatility of CPO and CPKO                                oilseed crops account
prices which as primary                                   for the major
commodities may be affected                               proportion of world
by levels of world economic Reduced revenue from the sale vegetable oil
activity and factors        of CPO and CPKO production    production and
affecting the world         and a consequent reduction in producers of such
economy, including levels   cash flow and profit          crops can reduce or
of inflation and interest                                 increase their
rates                                                     production within a
                                                          relatively short time
                                                          frame

                                                           
                                                          The Indonesian
                                                          government allows the
                                                          free export of CPO and
                                                          CPKO but applies a
Restriction on sale of the                                sliding scale of
group's CPO and CPKO at                                   duties on exports
world market prices                                       which allows producers
including restrictions on   Reduced revenue from the sale economic margins.  The
Indonesian exports of palm  of CPO and CPKO production    extension of this
products and imposition of  and a consequent reduction in sliding scale to
high export duties (as has  cash flow and profit          incorporate a $50 per
occurred in the past for                                  tonne export levy to
short periods)                                            fund biodiesel
                                                          subsidies is designed
                                                          to support the local
                                                          price of CPO and CPKO

                                                           
                                                          The imposition of
Distortion of world markets                               controls or taxes on
for CPO and CPKO by the                                   CPO or CPKO in one
imposition of import        Depression of selling prices  area can be expected
controls or taxes in        for CPO and CPKO if arbitrage to result in greater
consuming countries, for    between markets for competing consumption of
example, by imposition of   vegetable oils proves         alternative vegetable
reciprocal trade barriers   insufficient to compensate    oils within that area
or tariffs between major    for the market distortion     and the substitution
economies                   created                       outside that area of
                                                          CPO and CPKO for other
                                                          vegetable oils

                                                           
Expansion                                                  
                                                          The group holds
                                                          substantial fully
                                                          titled or allocated
                                                          land areas suitable
                                                          for planting.  It
Failure to secure in full,  Inability to complete, or     works continuously to
or delays in securing, the  delays in completing, the     obtain and maintain up
land or funding required    planned extension planting    to date permits for
for the group's planned     programme with a              the planting of these
extension planting          consequential reduction in    areas and aims to
programme                   the group's prospective       manage its finances to
                            growth                        ensure, in so far as
                                                          practicable, that it
                                                          will be able to fund
                                                          the planned extension
                                                          planting programme

                                                           
A shortfall in achieving
the group's planned                                       The group maintains
extension planting          A possible adverse effect on  flexibility in its
programme impacting         market perceptions as to the  planting programme to
negatively the continued    value of the company's        be able to respond to
growth of the group         securities                    changes in
                                                          circumstances
 
Environmental, social and                                  
governance practices
                                                          The group has
                                                          established standard
                                                          practices designed to
                                                          ensure that it meets
Failure by the agricultural                               its obligations,
operations to meet the                                    monitors performance
standards expected of them                                against those
as a large employer of      Reputational and financial    practices and
significant economic        damage                        investigates
importance to local                                       thoroughly and takes
communities                                               action to prevent
                                                          recurrence in respect
                                                          of any failures
                                                          identified

                                                           
                                                          The group is committed
                                                          to sustainable
                                                          development of oil
                                                          palm and has obtained
                                                          RSPO certification for
                                                          most of its current
Criticism of the group's                                  operations.  All group
environmental practices by                                oil palm plantings are
conservation organisations                                on land areas that
scrutinising land areas                                   have been previously
that fall within a region   Reputational and financial    logged and zoned by
that in places includes     damage                        the Indonesian
substantial areas of                                      authorities as
unspoilt primary rain                                     appropriate for
forest inhabited by diverse                               agricultural
flora and fauna                                           development.  The
                                                          group maintains
                                                          substantial
                                                          conservation reserves
                                                          that safeguard
                                                          landscape level
                                                          biodiversity
Community relations                                        
                                                          The group seeks to
                                                          foster mutually
                                                          beneficial economic
                                                          and social interaction
                                                          between the local
                                                          villages and the
                                                          agricultural
                                                          operations.  In
                                                          particular, the group
                            Disruption of operations,     gives priority to
A material breakdown in     including blockages           applications for
relations between the group restricting access to oil     employment from
and the host population in  palm plantings and mills,     members of the local
the area of the             resulting in reduced and      population, encourages
agricultural operations     poorer quality CPO and CPKO   local farmers and
                            production                    tradesmen to act as
                                                          suppliers to the
                                                          group, its employees
                                                          and their dependents
                                                          and promotes
                                                          smallholder
                                                          development of oil
                                                          palm plantings

                                                           
                                                          The group has
                                                          established standard
                                                          procedures to ensure
                                                          fair and transparent
Disputes over compensation                                compensation
payable for land areas                                    negotiations and
allocated to the group that Disruption of operations,     encourages the local
were previously used by     including blockages           authorities, with whom
local communities for the   restricting access to the     the group has
cultivation of crops or as  area the subject of the       developed good
respects which local        disputed compensation         relations and who are
communities otherwise have                                therefore generally
rights                                                    supportive of the
                                                          group, to assist in
                                                          mediating settlements

                                                           
                                                          Where claims from
                                                          individuals in
                                                          relation to
                                                          compensation
                                                          agreements are found
                            Disruption of operations,     to have a valid basis
Individuals party to a      including blockages           the group seeks to
compensation agreement      restricting access to the     agree a new
subsequently denying or     areas the subject of the      compensation
disputing aspects of the    compensation disputed by the  arrangement; where
agreement                   affected individuals          such claims are found
                                                          to be falsely based
                                                          the group encourages
                                                          appropriate action by
                                                          the local authorities

                                                           
Stone and coal operations                                  
Operational factors                                        
                                                          The group endeavours
                                                          to use experienced
                                                          contractors, to
Failure by external                                       supervise them closely
contractors to achieve                                    and to take care to
agreed production volumes   Loss of prospective revenue   ensure that they have
with optimal stripping                                    equipment of capacity
values or extraction rates                                appropriate for the
                                                          planned production
                                                          volumes

                                                           
External factors, in                                      Deliveries are not
particular weather,                                       normally time critical
delaying or preventing                                    and adverse external
delivery of extracted stone Delays to receipt or loss of  factors would not
and coal                    revenue                       normally have a
                                                          continuing impact for
                                                          more than a limited
                                                          period
                                                          The group seeks to
                                                          ensure the accuracy of
Geological assessments,     Unforeseen extraction         geological assessments
which are extrapolations    complications causing cost    of any extraction
based on statistical        overruns and production       programme and takes
sampling, proving           delays or failure to achieve  expert geological
inaccurate                  projected production          advice on the results

                                                           
Prices                                                     
                                                          There are currently no
                                                          other stone quarries
                                                          in the vicinity of the
                                                          group's deposits and
Local competition reducing                                the cost of
stone prices and volatility                               transporting stone
of international coal       Reduced revenue and a         should restrict
prices                      consequent reduction in cash  competition. In
                            flow and profit               relation to coal, the
                                                          high quality of the
                                                          coal in the group's
                                                          main coal concession
                                                          may limit volatility

                                                           
                                                          The Indonesian
                                                          government has not to
                                                          date imposed measures
Imposition of additional    Reduced revenue and a         that would seriously
royalties or duties on the  consequent reduction in cash  affect the viability
extraction of stone or coal flow and profit               of Indonesian stone
                                                          quarrying or coal
                                                          mining operations

                                                           
                                                          Geological assessments
                                                          ahead of commencement
                            Inability to supply product   of extraction
Unforeseen variations in    within the specifications     operations should have
quality of deposits         that are, at any particular   identified any
                            time, in demand with          material variations in
                            consequent loss of revenue    quality

                                                           
Environmental, social and                                  
governance practices
                                                          The area of the stone
                                                          and coal concessions
                                                          are relatively small
                                                          and should not be
                                                          difficult to
                                                          supervise.  The group
                                                          is committed to
Failure by the stone and                                  international
coal operations to meet the Reputational and financial    standards of best
expected standards          damage                        environmental and
                                                          social practice and,
                                                          in particular, to
                                                          proper management of
                                                          waste water and
                                                          reinstatement of
                                                          quarried and mined
                                                          areas on completion of
                                                          extraction operations
General                                                    
Currency                                                   
                                                          As respects costs and
                                                          sterling denominated
                                                          shareholder capital,
                                                          the group considers
                                                          that this risk is
                                                          inherent in the
                                                          group's business and
                                                          structure and must
                            Adverse exchange movements on simply be accepted. 
                            those components of group     As respects
Strengthening of sterling   costs and funding that arise  borrowings, where
or the Indonesian rupiah    in Indonesian rupiah or       efficient the group
against the dollar          sterling and are not hedged   seeks to borrow in
                            against the dollar            dollars but, when
                                                          borrowing in another
                                                          currency, considers it
                                                          better to accept the
                                                          resultant currency
                                                          risk than to hedge
                                                          that risk with hedging
                                                          instruments

                                                           
Funding                                                    
                                                          The group maintains
                                                          good relations with
                                                          its bankers and other
                                                          holders of debt who
Bank debt repayment                                       have generally been
instalments and other debt                                receptive to
maturities coincide with                                  reasonable requests to
periods of adverse trading                                moderate debt profiles
and negotiations with                                     when circumstances
bankers and investors are   Inability to meet liabilities require; moreover, the
not successful in           as they fall due              directors believe that
rescheduling instalments,                                 the fundamentals of
extending maturities or                                   the group's business
otherwise concluding                                      will facilitate
satisfactory refinancing                                  divestment of assets
arrangements                                              or procurement of
                                                          additional equity
                                                          capital should this
                                                          prove necessary

                                                           
Counterparty risk                                          
                                                          The group maintains
                                                          strict controls over
                                                          its financial
                                                          exposures which
                                                          include regular
                                                          reviews of the
                                                          creditworthiness of
Default by a supplier,      Loss of any prepayment,       counterparties and
customer or financial       unpaid sales proceeds or      limits on exposures to
institution                 deposit                       counterparties. 
                                                          Export sales are made
                                                          either against letters
                                                          of credit or on the
                                                          basis of cash against
                                                          documents

                                                           
Regulatory exposure                                        
                                                          The directors are not
                                                          aware of any specific
                                                          planned changes that
New, and changes to, laws                                 would adversely affect
and regulations that affect                               the group to a
the group (including, in    Restriction on the group's    material extent;
particular, laws and        ability to retain its current current regulations
regulations relating to     structure or to continue      restricting the size
land tenure, work permits   operating as currently        of oil palm growers in
for expatriate staff and                                  Indonesia will not
taxation)                                                 impact the group for
                                                          the foreseeable future

                                                           
Breach of the various                                     The group endeavours
continuing conditions                                     to ensure compliance
attaching to the group's                                  with the continuing
land rights and the stone                                 conditions attaching
quarry concession                                         to its land rights and
(including conditions       Civil sanctions and, in an    concessions and that
requiring utilisation of    extreme case, loss of the     activities are
the rights and concessions) affected rights or            conducted within the
or failure to maintain all  concessions                   terms of the licences
permits and licences                                      and permits that are
required for the group's                                  held and that licences
operations                                                and permits are
                                                          obtained and renewed
                                                          as necessary
                                                          The group has
                                                          traditionally had, and
                                                          continues to maintain,
                                                          strong controls in
                                                          this area because
                                                          Indonesia, where all
Failure by the group to                                   of the group's
meet the standards expected Reputational damage and       operations are
in relation to bribery and  criminal sanctions            located, has been
corruption                                                classified as
                                                          relatively high risk
                                                          by the International
                                                          Transparency
                                                          Corruption Perceptions
                                                          Index

                                                           
Restrictions on foreign
investment in Indonesian                                  Maintenance of good
mining concessions,                                       relations with local
limiting the effectiveness  Constraints on the group's    partners to ensure
of co-investment            ability to earn an equity     that returns
arrangements with local     return on its investment      appropriately reflect
partners                                                  agreed arrangements

 
System access and controls                                 
Weakness in IT controls and Likelihood of error or        The group obtains
financial reporting system  misstatement in financial     professional advice to
                            statements                    ensure best practice
 
Country exposure                                           
                                                          In the recent past,
                                                          Indonesia has been
                                                          stable and the
                                                          Indonesian economy has
                                                          continued to grow but,
                                                          in the late 1990s,
                                                          Indonesia experienced
                                                          severe economic
                                                          turbulence and there
                            Difficulties in maintaining   have been subsequent
Deterioration in the        operational standards         occasional instances
political or economic       particularly if there was a   of civil unrest, often
situation in Indonesia      consequential deterioration   attributed to ethnic
                            in the security situation     tensions, in certain
                                                          parts of Indonesia. 
                                                          The group has never,
                                                          since the inception of
                                                          its East Kalimantan
                                                          operations in 1989,
                                                          been adversely
                                                          affected by regional
                                                          security problems

                                                           
                                                          The directors are not
                                                          aware of any
                                                          circumstances that
                            Restriction on the transfer   would lead them to
                            of profits from Indonesia to  believe that, under
Introduction of exchange    the UK with potential         current political
controls or other           consequential negative        conditions, any
restrictions on foreign     implications for the          Indonesian government
owned operations in         servicing of UK obligations   authority would impose
Indonesia                   and payment of dividends;     exchange controls or
                            loss of effective management  otherwise seek to
                            control                       restrict the group's
                                                          freedom to manage its
                                                          operations

                                                           
                                                          The group accepts
                                                          there is a significant
                                                          possibility that
                                                          foreign owners may be
                                                          required over time to
                                                          partially divest
                                                          ownership of
Mandatory reduction of                                    Indonesian oil palm
foreign ownership of        Forced divestment of          operations but has no
Indonesian plantation       interests in Indonesia at     reason to believe that
operations                  below market values with      such divestment would
                            consequential loss of value   be at anything other
                                                          than market value. 
                                                          Moreover, the group
                                                          has recently increased
                                                          local participation by
                                                          a transaction with a
                                                          local investor

                                                           
Miscellaneous relationships                                
                                                          The group appreciates
                                                          its material
                                                          dependence upon its
                                                          staff and employees
                                                          and endeavours to
                                                          manage this dependence
Disputes with staff and     Disruption of operations and  in accordance with
employees                   consequent loss of revenues   international
                                                          employment standards
                                                          as detailed under
                                                          "Employees" in
                                                          "Sustainability" of
                                                          the annual report

                                                           
                            Reliance on the Indonesian
                            courts for enforcement of the
                            agreements governing its      The group endeavours
                            arrangements with local       to maintain cordial
                            partners with the             relations with its
                            uncertainties that any        local investors by
Breakdown in relationships  juridical process involves    seeking their support
with the local shareholders and with any failure of       for decisions
in the company's Indonesian enforcement likely to have a  affecting their
subsidiaries                material negative impact on   interests and
                            the value of the stone and    responding
                            coal operations because the   constructively to any
                            concessions are at the moment concerns that they may
                            legally owned by the group's  have
                            local partners

                             

 

The directors have monitored the impact of the decision to terminate membership
of the European Union on its operations. So far, the impact has been limited to
fluctuations of sterling against the US dollar and the Indonesian rupiah (see
"General" "Currency" risk above). The directors do not at present see further
significant risk to the group's operations from this decision. Any reduction in
UK interest rates may negatively impact the level of the technical provisions of
the REA Pension Scheme but, given the Scheme's estimated funding position, the
directors do not expect that the impact will be material in the context of the
group.

 

 

Viability statement

 

The group's business activities, together with the factors likely to affect its
future development, performance and position are described in the "Strategic
report" which also provides (under the heading "Finance") a description of the
group's cash flow, liquidity and financing adequacy and treasury policies. In
addition, note 23 to the consolidated financial statements includes information
as to the group's policy, objectives and processes for managing capital, its
financial risk management objectives, details of financial instruments and
hedging policies and exposures to credit and liquidity risks. The "Risks and
uncertainties" section of the Strategic report describes the material risks
faced by the group and actions taken to mitigate those risks. In particular,
there are risks associated with the group's local operating environment and the
group is materially dependent upon selling prices for crude palm oil ("CPO") and
crude palm kernel oil over which it has no control.

 

As respects funding risk, the group has material indebtedness, in the form of
bank loans and listed notes. Some $5.1 million (excluding $1.1 million of bank
loans to PBJ that will be discharged upon completion of the sale of PBJ as
referred to below) of bank term indebtedness falls due for repayment during
2018.  A further $22.0 million of revolving working capital lines fall due for
renewal during the same period. A further £31.9 million ($42.8 million) sterling
notes will become repayable in August 2020. In view of the material proportion
of the group's indebtedness falling due in the period to 31 December 2020, as
described above, the directors have chosen this period for their assessment of
the long-term viability of the group.

 

As announced on 25 April 2018, the group has entered into a conditional
agreement for the sale of PBJ.  The sale is expected to realise gross proceeds
of approximately $85 million and net proceeds of approximately $57 million after
repayment of external borrowings and net of selling expenses. The proceeds of
the sale of the PBJ shares and the repayment of monies owed by PBJ to other
group companies will be applied in reduction of group indebtedness.  Completion
is not expected to occur before 31 August 2018 and the sale agreement will lapse
if the conditions have not been satisfied by 31 January 2019.  The purchaser has
deposited with the group the sum of $8 million by way of a pre-completion
advance; should completion not occur then such sum will be repayable. PBJ is a
recently planted property but is not currently profitable.  Accordingly, its
sale will not have a material negative impact on the immediate profit outlook
for the group.

 

In the meanwhile, the group is continuing discussions to refinance with longer
term debt indebtedness falling due in 2018 and 2019, although the directors have
no reason to believe that the revolving working capital facilities falling due
in 2018 and 2019 will not be rolled over when they fall due for renewal (all
revolving working capital facilities having previously been substantially rolled
over on past renewals).

 

In 2020 consideration will be given to the submission of proposals to the
holders of the sterling notes to refinance these with securities of longer
tenor.

 

With the improvement in crops now being seen and CPO prices projected to remain
at remunerative levels, the group's plantation operations can be expected to
generate increasing cash flows going forward.  In addition, the group is
currently finalising arrangements to recommence operations at the group's
principal coal concession and this can be expected to result in increasing cash
flow. The group's ongoing extension planting programme will continue to require
material capital expenditure but the group has flexibility as to the rate of
development.   Moreover, successful completion of the divestment of PBJ referred
to above will defer for some years the group's requirement for a fourth palm oil
mill.  

 

The directors fully expect that the divestment and financing initiatives
currently being pursued, coupled with the improving outlook for the group's
internally generated cash flows, will refinance, or permit the group to repay,
the group indebtedness falling due for repayment during the period of
assessment.  However, should funding be required pending completion of these
initiatives, the group will seek to issue for cash a limited number of new
shares, authority for which will be sought as and when appropriate.

 

Based on the foregoing and after making enquiries, the directors therefore have
a reasonable expectation that the company and the group have adequate resources
to continue in operational existence for the period to 31 December 2020 and to
remain viable during that period.

 

 

Going concern

 

Material risks faced by the group are set out in the "Risks and uncertainties"
section of the "Strategic report" with an indication of those risks regarded by
the directors as potentially significant together with mitigating and other
relevant considerations for the management of risks. Financing policies are
described on pages 33 and 34 of the Strategic report and 2017 developments
relating to capital structure are detailed in the "Finance" section of the
Strategic report under "Capital structure".  The directors have set out their
assessment of liquidity and financing adequacy on pages 32 and 33 of the
Strategic report including the actions either in progress or contemplated in
order to ensure adequate liquidity for the next twelve months.

 

Based on the foregoing, having made due enquiries, the directors reasonably
expect that the company and the group have adequate resources to continue in
operational existence for at least twelve months from the date of approval of
the financial statements, and therefore they continue to adopt the going concern
basis of accounting in preparing the financial statements.

 

 

DIRECTORS' CONFIRMATION OF RESPONSIBILITY

 

The directors are responsible for the preparation of the annual report.

 

To the best of the knowledge of each of the directors:

 

* the financial statements, prepared in accordance with International  Financial
Reporting Standards,  give a  true and  fair view  of the  assets,  liabilities,
financial position  and profit  or  loss of  the  company and  the  undertakings
included in the consolidation taken as a whole;

* the "Strategic report" section of the annual report includes a fair review  of
the development and performance of the business and the position of the  company
and the undertakings included  in the consolidation taken  as a whole,  together
with a description of the principal risks and uncertainties that they face; and

* the annual  report and  financial  statements, taken  as  a whole,  are  fair,
balanced  and  understandable   and  provide  the   information  necessary   for
shareholders to assess the company's performance, business model and strategy.

 

The current directors of the company and their respective functions are set  out
in the "Board of directors" section of the annual report.

 

 

CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2017

 

                                                               2017         2016
                                                              $'000        $'000
Revenue                                                     100,241       79,265
Net (loss)/gain arising from changes in fair value                              
of agricultural produce inventory                     
                                                            (1,069)          632
Cost of sales:                                                                  
Depreciation and amortisation                              (22,215)     (20,959)
Other costs                                                (64,062)     (50,868)
                                                            _______      _______
Gross profit                                                 12,895        8,070
Other operating income                                            -            1
Distribution costs                                          (1,378)      (1,110)
Administrative expenses                                    (13,681)     (11,987)
                                                            _______      _______
Operating loss                                              (2,164)      (5,026)
Investment revenues                                           1,072        1,742
Finance costs                                              (20,770)      (6,005)
                                                            _______      _______
Loss before tax                                            (21,862)      (9,289)
Tax                                                         (3,039)      (2,019)
                                                            _______      _______
Loss for the year                                          (24,901)     (11,308)
                                                            _______      _______
                                                                                
Attributable to:                                                                
Ordinary shareholders                                      (27,408)     (17,800)
Preference shareholders                                       7,777        7,402
Non-controlling interests                                   (5,270)        (910)
                                                            _______      _______
                                                           (24,901)     (11,308)
                                                            _______      _______
                                                                                
Basic and diluted loss per 25p ordinary share          (67.0 cents) (48.2 cents)
                                                                                
All operations for both years are continuing                                    

 

 

CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2017

 

                                     2017      2016
                                    $'000     $'000
Non-current assets                                 
Goodwill                           12,578    12,578
Intangible assets                   3,477     4,176
Property, plant and equipment     482,341   471,922
Land titles                        35,178    34,230
Stone and coal interests           37,877    37,208
Deferred tax assets                 9,867    12,781
Non-current receivables             4,996     3,136
                                  _______   _______
Total non-current assets          586,314   576,031
                                  _______   _______
Current assets                                     
Inventories                        11,497    15,767
Biological assets                   1,927     2,037
Investments                         2,730     9,880
Trade and other receivables        39,280    42,554
Cash and cash equivalents           5,543    24,593
                                  _______   _______
Total current assets               60,977    94,831
                                  _______   _______
Total assets                      647,291   670,862
                                  _______   _______
Current liabilities                                
Trade and other payables         (62,212)  (43,426)
Current tax liabilities              (11)     (317)
Bank loans                       (28,140)  (28,628)
Sterling notes                          -  (10,103)
US dollar notes                         -  (20,048)
Other loans and payables         (10,469)     (519)
                                  _______   _______
Total current liabilities       (100,832) (103,041)
                                  _______   _______
Non-current liabilities                            
Bank loans                       (96,991)  (97,771)
Sterling notes                   (41,364)  (37,037)
US dollar notes                  (23,649)  (23,646)
Deferred tax liabilities         (79,600)  (80,830)
Other loans and payables         (28,120)  (18,987)
                                  _______   _______
Total non-current liabilities   (269,724) (258,271)
                                  _______   _______
Total liabilities               (370,556) (361,312)
                                  _______   _______
Net assets                        276,735   309,550
                                  _______   _______
                                                   
Equity                                             
Share capital                     132,528   121,426
Share premium account              42,401    42,585
Translation reserve              (50,897)  (39,127)
Retained earnings                 135,074   161,839
                                  _______   _______
                                  259,106   286,723
Non-controlling interests          17,629    22,827
                                  _______   _______
Total equity                      276,735   309,550
                                  _______   _______

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2017

 

                                                                 2017       2016
                                                                $'000      $'000
Loss for the year                                            (24,901)   (11,308)
                                                              _______    _______
                                                                                
Other comprehensive income                                                      
Items that may be reclassified to profit or loss:                               
Actuarial losses                                                (205)      (569)
Deferred tax on actuarial losses                                   41        143
                                                              _______    _______
                                                                (164)      (426)
Items that will not be reclassified to profit or loss:                          
instrument
Exchange differences on translation of foreign operations    (11,419)      5,222
Exchange differences on deferred tax                            (279)      2,617
                                                              _______    _______
                                                             (11,862)      7,413
                                                              _______    _______
                                                                                
Total comprehensive income for the year                      (36,763)    (3,895)
                                                              _______    _______
                                                                                
Attributable to:                                                                
Ordinary shareholders                                        (39,270)   (10,387)
Preference shareholders                                         7,777      7,402
Non-controlling interests                                     (5,270)      (910)
                                                              _______    _______
                                                             (36,763)    (3,895)
                                                              _______    _______

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2017

 

                Share   Share Translation Retained      Sub        Non-    Total
              capital premium     reserve earnings    total controlling   Equity
                                                              interests         
                $'000   $'000       $'000    $'000    $'000       $'000    $'000
At 1 January  120,288  30,683    (46,282)  187,481  292,170       1,652  293,822
2016
Total                                                                           
comprehensive
income              -       -       7,155 (10,824)  (3,669)       (226)  (3,895)
Sale of                                                                         
shareholding
in sub-group        -       -           -  (7,416)  (7,416)      21,401   13,985
Issue of new                                                                    
ordinary
shares (cash)   1,138  11,902           -        -   13,040           -   13,040
                                                                                
Dividends to
preference                                                                      
shareholders
                    -       -           -  (7,402)  (7,402)           -  (7,402)
                _____   _____       _____    _____    _____       _____    _____
At 31         121,426  42,585    (39,127)  161,839  286,723      22,827  309,550
December 2016
Total                                                                           
comprehensive
income              -       -    (11,770) (19,795) (31,565)     (5,198) (36,763)
Sale of                                                                         
shareholding
in sub-group        -       -           -      807      807           .      807
Issue of new                                                                    
preference
shares (cash)  11,102   (184)           -        -   10,918           -   10,918
                                                                                
Dividends to
preference                                                                      
shareholders
                    -       -           -  (7,777)  (7,777)           -  (7,777)
                _____   _____       _____    _____    _____       _____    _____
At 31         132,528  42,401    (50,897)  135,074  259,106      17,629  276,735
December 2017
                _____   _____       _____    _____    _____       _____    _____

 

 

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2017

 

                                                                 2017       2016
                                                                $'000      $'000
Net cash from operating activities                             19,670      2,598
                                                              _______    _______
                                                                                
Investing activities                                                            
Interest received                                                  29      1,742
Proceeds from disposal of property, plant and equipment             -         61
Purchases of property, plant and equipment                   (31,960)   (31,137)
Purchases of intangible assets                                  (112)          -
Expenditure on land titles                                      (949)      (367)
Investment in stone and coal interests                          (669)    (1,860)
                                                              _______    _______
Net cash used in investing activities                        (33,661)   (31,561)
                                                              _______    _______
                                                                                
Financing activities                                                            
Preference dividends paid                                     (7,777)    (7,402)
Repayment of borrowings                                       (6,754)   (11,004)
Repayment of borrowings from related party                    (7,400)          -
Proceeds of issue of ordinary shares, less costs of issue           -     13,040
Proceeds of issue of preference shares, less costs of          10,918          -
issue
Proceeds of issue of 2022 dollar notes, less costs of               -       (44)
issue
Redemption of 2017 dollar notes                              (20,156)       (45)
Redemption of 2017 sterling notes                            (11,154)          -
Proceeds of issue/sale of sterling notes, less costs of             -      1,922
issue
Proceeds of sale of investments                                 7,078          -
Proceeds of sale of shareholding in subsidiary                      -     13,985
New borrowings from non-controlling shareholder and                             
related party                                                          
                                                               23,986     12,446
New bank borrowings drawn                                       6,356     14,939
                                                              _______    _______
Net cash from financing activities                            (4,903)     37,837
                                                              _______    _______
                                                                                
Cash and cash equivalents                                                       
Net (decrease)/increase in cash and cash equivalents         (18,894)      8,874
Cash and cash equivalents at beginning of year                 24,593     15,758
Effect of exchange rate changes                                 (156)       (39)
                                                              _______    _______
Cash and cash equivalents at end of year                        5,543     24,593
                                                              _______    _______

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1. Basis of preparation

 

The accompanying financial  statements and  notes 1  to 14  below (together  the
"accompanying financial  information")  have  been  extracted  without  material
adjustment from the  financial statements  of the group  for the  year ended  31
December 2017 (the "2017  financial statements").  The  auditor has reported  on
those accounts;  the reports  were unqualified  and did  not contain  statements
under sections 498(2)  or (3) of  the Companies  Act 2006.  Copies  of the  2017
financial statements will  be filed  in the near  future with  the Registrar  of
Companies.  The accompanying financial information does not constitute statutory
accounts within the  meaning of section  434 of  the Companies Act  2006 of  the
company.

 

Whilst the  2017 financial  statements  have been  prepared in  accordance  with
International Financial Reporting Standards ("IFRS") as adopted by the  European
Union as  at the  date  of authorisation  of  those accounts,  the  accompanying
financial information does not itself  contain sufficient information to  comply
with IFRS.

 

The 2017 financial  statements and the  accompanying financial information  were
approved by the board of directors on 27 April 2018.

 

 

2.  Revenue

                            2017      2016
                           $'000     $'000
Sales of goods            99,956    77,642
Revenue from services        285     1,623
                         _______   _______
                         100,241    79,265
Other operating income         -         1
Investment revenue         1,072     1,742
                         _______   _______
Total revenue            101,313    81,008
                         _______   _______

 

 

3.  Segment information

 

In the table  below, the  group's sales of  goods are  analysed by  geographical
destination and the carrying  amount of net assets  is analysed by  geographical
area of asset location.  The group operates in two segments: the cultivation  of
oil palms and stone and coal operations.   In 2017 and 2016, the latter did  not
meet the quantitative  thresholds set out  in IFRS 8  "Operating segments"  and,
accordingly, no analyses are provided by business segment.

 

                                     2017      2016
                                      $'m       $'m
Sales by geographical location:                    
Indonesia                           100.2      79.3
Rest of World                           -         -
                                  _______   _______
                                    100.2      79.3
                                  _______   _______

 

Carrying amount of net assets by geographical area of asset
location:                                                                       

 
UK, Continental Europe and Singapore                              58.0      56.0
Indonesia                                                        218.7     253.6
                                                               _______   _______
                                                                 276.7     309.6
                                                               _______   _______

 

 

4.  Agricultural produce inventory movement

 

The net (loss)/gain arising from changes  in fair value of agricultural  produce
inventory represents the movement in the  fair value of that inventory less  the
amount of the movement in such inventory at historic cost (which is included  in
cost of sales).

 

 

5.  Administrative expenses

                                                                  2017      2016
                                                                 $'000     $'000
Net foreign exchange losses                                          -     1,290
Loss on disposal of property, plant and equipment                    -        12
Indonesian operations                                           14,685    12,756
Head office                                                      5,665     5,377
                                                               _______   _______
                                                                20,350    19,435
Amount included as additions to property, plant and            (6,669)   (7,448)
equipment
                                                               _______   _______
                                                                13,681    11,987
                                                               _______   _______

 

 

6.  Finance costs

                                                                 2017       2016
                                                                $'000      $'000
Interest on bank loans and overdrafts                          15,665     12,617
Interest on dollar notes                                        2,669      2,899
Interest on sterling notes                                      5,184      5,184
Interest on other loans                                         1,896        273
Change in value of sterling notes arising from exchange                         
fluctuations                                                           
                                                                4,800   (10,470)
                                                                                
Change in value of loans arising from exchange fluctuations            
                                                              (1,190)      1,378
Other finance charges                                             817        251
                                                              _______    _______
                                                               29,841     12,132
Amount included as additions to property, plant and                             
equipment                                                              
                                                              (9,071)    (6,127)
                                                              _______    _______
                                                               20,770      6,005
                                                              _______    _______

 

Amounts included as additions to property, plant and equipment and construction
in progress arose on borrowings applicable to the Indonesian operations and
reflected a capitalisation rate of 23.5 per cent (2016: 22.0 per cent); there is
no directly related tax relief.

 

 

7.  Tax

                              2017      2016
                             $'000     $'000
Current tax:                                
UK corporation tax              28         1
Overseas withholding tax     1,538     1,604
Foreign tax                     27        38
Foreign tax - prior year         -         3
                           _______   _______
Total current tax            1,593     1,646
                           _______   _______

 

Deferred tax:                         
Current year           (794)       373
Prior year             2,240         -
                     _______   _______
Total deferred tax     1,446       373
                     _______   _______

 

Total tax     3,039     2,019
            _______   _______

 

Taxation is provided at the rates prevailing for the relevant jurisdiction. For
Indonesia, the current and deferred taxation provision is based on a tax rate of
25 per cent (2016: 25 per cent) and for the United Kingdom, the taxation
provision reflects a corporation tax rate of 19.25 per cent (2016: 20 per cent)
and a deferred tax rate of 19 per cent (2016: 19 per cent).

 

The rate of corporation tax reduced from 20 per cent to 19 per cent from 1 April
2017 and will reduce from 19 per cent to 17 per cent from 1 April 2020.

 

 

8.  Dividends

                                                               2017      2016
                                                              $'000     $'000
Amounts recognised as distributions to equity holders:                       
Preference dividends of 9p per share (2016: 9p per share)     7,777     7,402
                                                            _______   _______
                                                              7,777     7,402
                                                            _______   _______

 

 

9.  Loss per share

                                                                 2017       2016
                                                                $'000      $'000
                                                                     
Basic and diluted loss for the purpose of calculating loss                      
per share*                                                   (27,408)  
                                                                        (17,800)
                                                                     
                                                              _______    _______
                                                                                

 

                                                                  '000      '000
Weighted average number of ordinary shares for the purposes                     
of basic and diluted loss per share                           
                                                                40,510    36,950
                                                               _______   _______

 

* being net loss attributable to ordinary shareholders

 

 

10. Property, plant and equipment

                         Plantings  Buildings       Plant, Construction    Total
                                          and    equipment  in progress         
                                   structures and vehicles                      
                                                                                
                             $'000      $'000        $'000        $'000    $'000
Cost:                                                                           
At 1 January 2016          178,921    239,799      110,043        9,931  538,694
Additions                    7,104     18,082        2,173        3,778   31,137
Exchange differences             -          -         (63)            -     (63)
Disposals                     (24)       (16)        (439)            -    (479)
Transfers to/(from)              -      1,008           82      (1,090)        -
construction in progress
Transfers to intangible          -          -        (124)      (3,999)  (4,123)
assets
Transfers to deferred            -          -            -      (3,025)  (3,025)
charges
Transfers to current           (4)          -            -            -      (4)
receivables
Transfers to income          (141)          -            -            -    (141)
statement
                          __   ___   __   ___     __   ___     __   ___ _   ____
At 31 December 2016        185,856    258,873      111,672        5,595  561,996
Opening balance              3,966    (3,966)            -            -        -
reclassification
Additions                   11,547     17,605        1,008        1,678   31,838
Transfers to/(from)              -      2,128           69      (2,197)        -
construction in progress
                          __   ___   __   ___     __   ___     __   ___  _  ____
At 31 December 2017        201,369    274,640      112,749        5,076  593,834
                           __  ___    __  ___      __  ___     ___   __   __ ___
                                                                                
Accumulated                                                                     
depreciation:
At 1 January 2016            8,689     22,033       39,122            -   69,844
Charge for year              9,082      5,076        6,608            -   20,766
Transfers to intangible          -          -        (124)            -    (124)
assets
Disposals                        -       (11)        (401)            -    (412)
                          __   ___   __   ___     __   ___     __   ___  _  ____
At 31 December 2016         17,771     27,098       45,205            -   90,074
Charge for year              9,190      5,281        6,948            -   21,419
                             _____     ____ _        _____        _____    _____
At 31 December 2017         26,961     32,379       52,153            -  111,493
                             _____      _____        _____        _____    _____
                                                                                
Carrying amount:                                                                
At 31 December 2017        174,408    242,261       60,596        5,076  482,341
                             _____      _____        _____        _____    _____
At 31 December 2016        168,085    231,775       66,467        5,595  471,922
                             _____      _____        _____        _____    _____

 

The depreciation charge for the year includes $15,000 (2016: $313,000) which has
been capitalised as part of additions to plantings.

 

At the  balance  sheet  date, the  book  value  of finance  leases  included  in
property, plant and equipment was $nil (2016: $nil).

 

At the balance sheet  date, the group had  entered into contractual  commitments
for the acquisition of property, plant  and equipment amounting to $8.2  million
(2016: $1.4 million).

 

At the balance sheet date, property, plant and equipment of $328.5 million
(2016: $298.6 million) had been charged as security for bank loans.

 

 

11.  Share capital

 

Changes in share capital:

 

*  On 16 October 2017, 8,358,768 preference shares were issued, fully paid, by
way of a placing at £1 per share to qualified investors (total consideration
£8,359,000 - $11,102,000). The middle market price at close of business on 9
October 2017 (being the date at which the terms of issue were fixed) was £1.045.

 

There have been no changes in ordinary shares held in treasury during the year.

 

 

12.  Movement in net borrowings

                                                           2017        2016
                                                          $'000       $'000
Change in net borrowings resulting from cash flows:                        
(Decrease) / increase in cash and cash equivalents     (19,050)       8,874
Net decrease / (increase) in bank borrowings                398     (3,935)
Increase in related party borrowings                   (16,586)    (12,469)
                                                        _______     _______
                                                       (35,238)     (7,530)
Redemption of 2017 sterling notes                        11,154           -
Redemption of 2017 dollar notes                          20,156           -
Issue of 2022 dollar notes                                    -       (345)
Amortisation of sterling note issue expenses              (537)       (318)
Amortisation of dollar notes issue expenses               (111)       (266)
                                                        _______     _______
                                                        (4,576)     (8,459)
Currency translation differences                        (4,780)       2,036
Net borrowings at beginning of year                   (205,109)   (198,686)
                                                        _______     _______
Net borrowings at end of year                         (214,465)   (205,109)
                                                        _______     _______

 

13.  Related party transactions 

 

Transactions between  the  company  and  its  subsidiaries,  which  are  related
parties, have been  eliminated on consolidation  and are not  disclosed in  this
note. Transactions between the  company and its subsidiaries  are dealt with  in
the  company's  individual  financial  statements.   The  remuneration  of   the
directors, who are the key management personnel  of the group, is set out  below
in aggregate  for each  of the  categories specified  in IAS  24 "Related  party
disclosures".

 

 
                          2017      2016
 
                         $'000     $'000
Short term benefits      1,364     1,405
Termination benefits       258         -
                       _______   _______
                         1,622     1,405
                       _______   _______

 

During the year, REA Trading Limited,  a related party, made unsecured loans  to
the company on commercial  terms.  The maximum amount  was $7.4 million, all  of
which had been repaid  by 31 December.  This  disclosure also complies with  the
requirements of the Listing Rule 9.8.4.

 

 

14.  Events after the reporting period

 

On 25 April 2018 the company announced the sale of PT REA Kaltim Plantation's
shareholding in PT Putra Bongan Jaya ("PBJ"), its 95 per cent subsidiary. The
sale is conditional, inter alia, upon approval by the company's shareholders and
necessary consents of the Indonesian regulatory authorities.  The gross sale
proceeds are estimated to amount to approximately $85 million, from which are to
be deducted borrowings from PBJ's bankers projected at $26.0 million at
completion.  As a result, the net proceeds to the group are expected to amount,
net of expenses, to approximately $57 million.  Such net proceeds will be
applied substantially in the reduction of group indebtedness.

 

Completion is not expected to occur before 31 August 2018 and the sale agreement
will lapse if the conditions have not been satisfied by 31 January 2019.  The
purchaser has deposited with the group, by way of an advance of the purchase
price, the sum of $8 million.  Should the agreement for the sale of PBJ not
become unconditional, such amount will be repayable.

 

The estimated sums disclosed above in relation to the gross and net sale
proceeds will be recalculated immediately prior to completion. Based on current
projections, the tax impact of the eventual sale is expected to be minimal.

 

The PBJ plantation is a recently planted property but is not currently
profitable. Accordingly, its sale will not have a material negative impact on
the immediate profit outlook for the group.

 

Otherwise there have been no material post balance sheet events that would
require disclosure in, or adjustment to, the financial statements.

 

 

Press enquiries to:

R.E.A. Holdings plc

Tel: 020 7436 7877

════════════════════════════════════════════════════════════════════════════════

   ISIN:          GB0002349065
   Category Code: ACS
   TIDM:          RE.
   LEI Code:      213800YXL94R94RYG150
   Sequence No.:  5472
   EQS News ID:   680063


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

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