RNS Number : 3580C
Reconstruction Capital II Ltd
14 June 2019
14 June 2019
Reconstruction Capital II Limited (the "Company")
Annual Report and Audited Financial Statements
for the year ended 31 December 2018
Reconstruction Capital II Limited ("RC2", the "Company" or the "Group"), a closed-end investment company incorporated in the Cayman Islands admitted to trading on the AIM market of the London Stock Exchange, today announces its results for the year ended 31 December 2018.
Copies of the Company's annual report will today be posted to shareholders. The annual report is also available to view on the Company's website http://www.reconstructioncapital2.com.
Financial highlights
• The audited net asset value as at 31 December 2018 was €0.2238 per share (€0.2504 per share as at 31 December 2017), a 10.62% decrease over the year;
• The Directors do not recommend the payment of a dividend.
Operational highlights
Private Equity Programme
During the year, the Company acquired shares in two Romanian-focused investment companies, Reconstruction Capital Plc ("RC") and The Romanian Investment Fund Ltd (RIF) for consideration of €1.73m and €1.84m, respectively. RC's only investment is a 69.2% shareholding in RIF, whose main underlying asset is a 60% shareholding in Policolor S.A. ("Policolor"), in which the Company already owns the balance of 40%. The main objective of the acquisitions was to provide the Company with greater control over the exit process from Policolor.
At the end of December 2018, the investments held under the Private Equity Programme had a total fair value of €27.8m, which was slightly higher than the 2017 valuation of €27.7m.
The fall in the valuation of Policolor reflects a weakening of its operating performance. On a more positive note, the company managed to bring forward the completion of the sale of part of its land, generating proceeds of €6.2m in 2018 which, under the original sales contract, were due to be received in the summer of 2019. In August, Policolor started the construction of its new factory where it is due to relocate its Bucharest production in 2019, and in December it closed down operations at its existing Bucharest site, in order to prepare the remaining land for delivery to the buyers of the site in the summer of 2019, which should generate further proceeds of €4.2m. Over the year, the Policolor group's indebtedness fell from €15.5m to €13.1m, and the company also paid €0.97m of dividends to its shareholders. In April 2018 the Policolor Board appointed a new CEO with a view to improving the operating performance of the Group.
The Mamaia hotel continues to face increased competition from "Airbnb"-style lets, and new hotel developments, coupled with operating costs inflation, and this is reflected in its lower valuation. The hotel has undertaken an investment plan of €1m to upgrade its accommodation and facilities which is being funded by a bank loan.
The prospects for the consumer loans market were adversely impacted by new prudential regulations capping the indebtedness of individuals which were announced by the National Bank of Romania in the second half of 2018 and came into effect on 1 January 2019. This is reflected in Telecredit's revised valuation of €0.84m. A revised business model for Telecredit has been developed aimed at supplementing its consumer loan business with financial products targeting small and medium-sized businesses, such as factoring facilities and micro loans.
Trading Programme
RC2 (Cyprus) Limited sold its residual listed equities portfolio held under the Trading Programme in the first quarter of 2018, generating cash proceeds of €0.187m.
For further information, please contact:
Reconstruction Capital II Limited
Cornelia Oancea / Anca Moraru
Tel: +40 21 3167680
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett
Tel: +44 (0) 20 7383 5100
finnCap Limited (Broker)
William Marle / Giles Rolls
Tel: +44 20 7220 0500
ADVISER'S REPORT
For the year ended 31 December 2018
On 31 December 2018, Reconstruction Capital II Limited ("RC2" or the "Company") had a total audited net asset value ("NAV") of €31.405m, or €0.2238 per share. During the course of 2018, RC2 bought back for cancellation 4,613,641 of its own Ordinary shares, bringing the total number of Ordinary shares in issue at year end to 140,332,376. The NAV per share fell by 10.62% over the course of the year.
Private Equity Programme
During the year, the Company acquired shares in two Romanian-focused investment companies, Reconstruction Capital Plc ("RC") and The Romanian Investment Fund Ltd (RIF) for consideration of €1.73m and €1.84m, respectively. RC's only investment is a 69.2% shareholding in RIF, whose main underlying asset is a 60% shareholding in Policolor S.A. ("Policolor"), in which the Company already owns the balance of 40%. The main objective of the acquisitions was to provide the Company with greater control over the exit process from Policolor.
At the end of December 2018, the investments held under the Private Equity Programme had a total fair value of €27.8m, which was slightly higher than the 2017 valuation of €27.7m. The valuations of Policolor and Mamaia were performed by independent valuers, whilst the valuation of Telecredit IFN SA was based on its audited net asset value. The valuations of RC and RIF were also based on their audited net asset values, but these were in turn based on the same valuation of their main underlying asset, Policolor SA, as adopted by the Company.
Valuations
2018
2017
€
€
Reconstruction Capital Plc
2,242,600
-
The Romanian Investment Fund Limited
2,147,229
-
Policolor S.A.
18,320,000
20,600,000
Mamaia Hotel Resorts SRL ("Mamaia")
4,228,219
4,404,658
Telecredit IFN S.A. ("Telecredit")
849,514
2,664,000
27,787,562
27,668,658
The fall in the valuation of Policolor reflects a weakening of its operating performance. On a more positive note, the company managed to bring forward the completion of the sale of part of its land, generating proceeds of €6.2m in 2018 which, under the original sales contract, were due to be received in the summer of 2019. In August, Policolor started the construction of its new factory where it is due to relocate its Bucharest production in 2019, and in December it closed down operations at its existing Bucharest site, in order to prepare the remaining land for delivery to the buyers of the site in the summer of 2019, which should generate further proceeds of €4.2m. Over the year, the Policolor group's indebtedness fell from €15.5m to €13.1m, and the company also paid €0.97m of dividends to its shareholders. In April 2018 the Policolor Board appointed a new CEO with a view to improving the operating performance of the Group.
The Mamaia hotel continues to face increased competition from "Airbnb"-style lets, and new hotel developments, coupled with operating costs inflation, and this is reflected in its lower valuation. The hotel has undertaken an investment plan of €1m to upgrade its accommodation and facilities which is being funded by a bank loan.
The prospects for the consumer loans market were adversely impacted by new prudential regulations capping the indebtedness of individuals which were announced by the National Bank of Romania in the second half of 2018 and came into effect on 1 January 2019. This is reflected in Telecredit's revised valuation of €0.84m. A revised business model for Telecredit has been developed aimed at supplementing its consumer loan business with financial products targeting small and medium-sized businesses, such as factoring facilities and micro loans.
Apart from the shareholdings in RC and RIF, the other private equity investments are held through two Cyprus-based wholly-owned subsidiaries, RC2 (Cyprus) Limited and Glasro Holdings Limited, which are not consolidated in the present financial statements, in accordance with IFRS. The Assets at Fair Value shown in the present financial statements, which amount to €30.6m, reflect the valuations of the underlying private equity holdings outlined in the above table, plus cash balances of €2.7m, and €0.1m of sundry financial assets and liabilities of these intermediary holding companies.
Trading Programme
RC2 (Cyprus) Limited sold its residual listed equities portfolio held under the Trading Programme in the first quarter of 2018, generating cash proceeds of €0.187m.
Economic Overview
Both the Romanian and Bulgarian economies continued to report increases in GDP during 2018 of 4.1% (2017: +7.0%) and 3.1% (2017: +3.6%), respectively, and are expected to continue to grow during 2019. Romania's 2018 GDP growth, which was the highest in the EU for the second year running, continued to be mainly driven by increased private consumption. The IMF is forecasting a slowdown in GDP growth to 3.4% in 2019 due to the effect of inflation on disposable incomes.
Events after the Reporting Period
On 23 January 2019 the Company announced that it had purchased for cancellation 1,710,611 Ordinary shares for €0.16 each, and in a separate transaction a further 2,364,852 Ordinary shares for €0.16 each. After these cancellations the Company has 136,256,913 Ordinary shares in issue.
INVESTMENT POLICY
Change of Investment Objective and Policy of the Company
At a general shareholder meeting on 21 February 2018, the investment objective of the Company was changed so that it now aims to achieve capital appreciation and/or to generate investment income returns through the acquisition of real estate assets in Romania, including the development of such assets, and/or the acquisition of significant or controlling stakes in companies established in, or operating predominantly in Romania, primarily in the real estate sector. Any new private equity investment in companies operating in sectors other than real estate is limited to 25% of the Company's total assets at the time of effecting the investment. However, the Company may continue to make follow-on investments in existing portfolio companies without any such limitation.
Gearing
The Company may borrow up to a maximum level of 30% of its gross assets (as defined in its articles).
Distribution Policy
The Company's investment objective is focused principally on the provision of capital growth. For further details of the Company's distribution policy, please refer to the Admission Document on the Company's website.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2018
2018
2017
EUR
EUR
Investment income
Fair value loss on financial assets at fair value through
profit or loss
(7,436,971)
(10,981,533)
Recovery of previously written off receivable
9,000
189,000
Interest income
4,341,794
4,334,820
Dividend income
-
7,619,610
Other income
10
-
Net investment (loss)/gain
(3,086,167)
1,161,897
Expenses
Operating expenses
(1,031,186)
(1,619,749)
Financial expenses
(886)
(188)
Total expenses
(1,032,072)
(1,619,937)
Loss for the year
(4,118,239)
(458,040)
Other comprehensive income
-
-
Total comprehensive income for the year attributable
to owners
(4,118,239)
(458,040)
Loss Per Share
Basic and diluted loss per share
(0.0285)
(0.0031)
STATEMENT OF FINANCIAL POSITION
As at 31 December 2018
2018
2017
EUR
EUR
ASSETS
Non-current assets
Financial assets at fair value through profit or loss
30,614,632
30,143,162
Total non-current assets
30,614,632
30,143,162
Current assets
Trade and other receivables
21,011
136,439
Cash and cash equivalents
1,480,305
6,439,763
Total current assets
1,501,316
6,576,202
TOTAL ASSETS
32,115,948
36,719,364
LIABILITIES
Current liabilities
Trade and other payables
710,726
430,510
Total current liabilities
710,726
430,510
TOTAL LIABILITIES
710,726
430,510
NET ASSETS
31,405,222
36,288,854
EQUITY AND RESERVES
Share capital
1,403,324
1,449,460
Share premium
109,862,098
110,581,355
Accumulated deficit
(79,860,200)
(75,741,961)
TOTAL EQUITY
31,405,222
36,288,854
Net Asset Value per share
Basic and diluted net asset value per share
0.2238
0.2504
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2018
Share
Accumulated
Share capital
premium
deficit
Total
EUR
EUR
EUR
EUR
Balance at 1 January 2017
1,476,223
127,991,989
(75,283,921)
54,184,291
Loss for the year
-
-
(458,040)
(458,040)
Other comprehensive income
-
-
-
-
Total comprehensive income for
the year
-
-
(458,040)
(458,040)
Issue and redemption of B shares
-
(16,997,375)
-
(16,997,375)
Repurchase and cancellation of
own shares
(26,763)
(413,259)
-
(440,022)
Transactions with owners
(26,763)
(17,410,634)
-
(17,437,397)
Balance at 31 December 2017
1,449,460
110,581,355
(75,741,961)
36,288,854
Loss for the year
-
-
(4,118,239)
(4,118,239)
Other comprehensive income
-
-
-
-
Total comprehensive income for
the year
-
-
(4,118,239)
(4,118,239)
Repurchase and cancellation of
own shares
(46,136)
(719,257)
-
(765,393)
Transactions with owners
(46,136)
(719,257)
-
(765,393)
Balance at 31 December 2018
1,403,324
109,862,098
(79,860,200)
31,405,222
CASH FLOW STATEMENT
For the year ended 31 December 2018
2018
2017
EUR
EUR
Cash flows from operating activities
Loss for the year
(4,118,239)
(458,040)
Adjustments for:
Fair value loss on financial assets at fair value through
profit or loss
7,436,971
10,981,533
Reversal of loan impairment
(9,000)
(189,000)
Interest income
(4,341,794)
(4,334,820)
Dividend income
-
(7,619,610)
Net loss on foreign exchange
886
188
Net cash outflow before changes in working capital
(1,031,176)
(1,619,749)
Decrease in trade and other receivables
115,427
7,352
(Decrease)/increase in trade and other payables
(180,513)
138,108
Purchase of financial assets
(3,433,045)
(370,000)
Disposals and repayments of financial assets
9,000
63,000
Dividends received
-
7,500,000
Net cash (used in)/ generated by operating activities
(4,520,307)
5,718,711
Cash flows from financing activities
Payments to purchase own shares
(416,810)
(440,022)
Redemptions of B shares
(21,455)
(16,842,979)
Net cash flow used in financing activities
(438,265)
(17,283,001)
Net decrease in cash and cash equivalents before
currency adjustment
(4,958,572)
(11,564,290)
Effects of exchange rate differences on cash and cash
equivalents
(886)
(188)
Net decrease in cash and cash equivalents after
currency adjustment
(4,959,458)
(11,564,478)
Cash and cash equivalents at the beginning of the year
6,439,763
18,004,241
Cash and cash equivalents at the end of the year
1,480,305
6,439,763
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