REG - Trinity Capital - Half-year Report <Origin Href="QuoteRef">TRC.L</Origin>

Revel CollectiveAnnouncement

29/12/2017 07:05

RNS Number : 4961A
Trinity Capital PLC
29 December 2017
Trinity Capital PLC
Interim financial statements for the six months ended 30 September 2017
Trinity Capital PLC (AIM: TRC) announces its unaudited interim results for the six months ended 30 September 2017.
For further information, please contact:
FIM Capital Limited
Graham Smith, Director
+44 1624 681250
Arden Partners
Nominated Adviser and Broker
Chris Hardie
+44 207 614 5900
Chairman's Report
Dear Shareholder
At 30 September 2017, the last remaining investment held by Trinity Capital PLC (the "Company" or "Trinity") was its interest in Trinity Capital (Ten) Limited ("TC-10"), which was held through its wholly owned subsidiary, Trinity Capital Mauritius Limited ("TCML"). TC-10 in turn held shares in DB (BKC) Realtors Private Limited ("DB(BKC)"), an Indian real estate development company. The Company's investment in TC-10 has been valued on the basis of the disposal proceeds of INR149.6 million (1.7 million) that TC-10 received in November 2017 from the sale of the compulsorily convertible preference shares issued to TC-10 by DB(BKC) in which TCML owned the economic interest. Remittance of the proceeds to TCML is subject to the approval of the controlling shareholders of TC-10. Although the terms of an agreement executed in November 2016 with the controlling shareholders require that the proceeds are transferred to TCML as soon as practicable, to date, they have failed to execute the resolutions necessary for the remittance to occur.
The Board intends to appoint a liquidator of TCML after it has received the proceeds from TC-10 and paid substantially all of its remaining cash to the Company. The Board then intends to convene a Shareholder meeting of Trinity to seek approval to distribute substantially all of the Company's remaining cash not required to meet operating costs and liabilities, and appoint a liquidator. Accordingly, and as required by international accounting standards, the financial statements for the six-month period ended 30 September 2017 are presented on a non-going concern basis and include a provision for run off costs, which are the estimated operating and liquidation costs up to the date of liquidation.
We report a loss of 189,000 for the period which is due solely to a 90,000 increase in the run-off provision and an exchange rate movement of 99,000 in the Company's valuation of TC-10's INR denominated interest in DB(BKC).
Shareholders will be aware that, in accordance with para 5.6 of the July 2016 AIM Note for Investing Companies, AIM suspended the Company's shares from trading with effect from 17 November 2017. We do not expect trading in the shares on AIM to resume.
The Board will write again to Shareholders when the Shareholder meeting to appoint a liquidator is convened.
Yours faithfully
Martin M. Adams
Chairman
Consolidated Statement of Comprehensive Income
for the period ended 30 September 2017
Notes
(unaudited)
6 Months to 30 Sep 2017
(unaudited)
6 Months to
30 Sep 2016
(audited)Year to
31 Mar 2017
'000
'000
'000
Fair value movement on investments
9
(98)
3,018
2,295
Interest income from cash and cash equivalents
-
13
18
Foreign exchange loss
(1)
(7)
(9)
Net investment (loss)/gain
(99)
3,024
2,304
Investment management fees
-
(76)
(76)
Other administration fees and expenses
6
(256)
(241)
(669)
Change in provision for run-off costs
10
166
-
(550)
Movement in legal fee provision
2,000
2,000
Total expenses
(90)
1,683
705
(Loss)/profit before tax
(189)
4,707
3,009
Taxation
-
-
-
(Loss)/profit for the period
(189)
4,707
3,009
Other comprehensive income
-
-
-
(Loss)/profit for the period
(189)
4,707
3,009
Basic and diluted (loss)/earnings per share (pence)
8
(0.1)
2.2
1.4
The notes form an integral part of these financial statements.
Consolidated Statement of Financial Position
at 30 September 2017
Notes
(unaudited)
30 Sep 2017
(unaudited)
30 Sep 2016
(audited)
31 Mar 2017
'000
'000
'000
Non-current assets
Investments as at fair value through profit or loss
-
11,207
-
Total non-current assets
-
11,207
-
Current assets
Investment held for sale
9
1,742
-
1,840
Trade and other receivables
-
2
-
Cash and cash equivalents
633
3,170
790
Prepayments
20
25
25
Total current assets
2,395
3,197
2,655
Total assets
2,395
14,404
2,655
Liabilities
Current liabilities
Trade and other payables
(200)
(184)
(105)
Provision for run-off costs
10
(384)
-
(550)
Total current liabilities
(584)
(184)
(655)
Total liabilities
(584)
(184)
(655)
Net assets
1,811
14,220
2,000
Represented by:
Share capital
7
2,107
2,107
2,107
Capital redemption reserves
214
214
214
Distributable reserves
(510)
11,899
(321)
Total equity
1,811
14,220
2,000
Net Asset Value per share (pence)
11
0.9
6.7
0.9
Consolidated Statements of Changes in Equity
for the period ended 30 September 2017

Share Capital
Capital Redemption Reserves
Distributable Reserves
Total Equity
Restated

 '000
 '000
 '000
 '000





Balance at 1 April 2016
2,107
214
9,296
11,617
Total comprehensive income
-
-
4,707
4,707
Distribution 
-
-
(2,104)
(2,104)
Balance at 30 September 2016
2,107
214
11,899
14,220





Balance at 1 April 2016
2,107
214
9,296
11,617
Total comprehensive income
-
-
3,009
3,009
Distribution 
-
-
(12,626)
(12,626)
Balance at 31 March 2017
2,107
214
(321)
2,000





Balance at 1 April 2017
2,107
214
(321)
2,000
Total comprehensive income
-
-
(189)
(189)





Balance at 30 September 2017
2,107
214
(510)
1,811
The notes form an integral part of these financial statements.
Consolidated Statement of Cash Flows
for the period ended 30 September 2017
Notes
(unaudited)
6 Months to
30 Sep 2017
(unaudited)
6 Months to 30 Sep 2016
(audited) Year to
31 Mar 2017
'000
'000
'000
Cash flows from operating activities
(Loss)/profit for the period
(189)
4,707
3,009
Adjustments for:
Fair value movement on investments
9
98
(3,018)
1,363
Interest income from cash and cash equivalents
1
(13)
(18)
Movement in foreign exchange
-
-
9
Movement in legal fee movement
-
(2,000)
(2,000)
Provision for run-off costs
10
(166)
-
550
Net realised gain on disposal of investments
-
-
(3,658)
(256)
(324)
(745)
Changes in working capital
Decrease in receivables
5
4
6
(Increase)/decrease in payables
95
(75)
(237)
Net cash used by operating activities
(156)
(395)
(976)
Cash flows from investing activities
Interest received
(1)
13
18
Proceeds on disposal of investment
-
-
8,727
Net cash (outflow)/inflow from investing activities
(1)
13
8,745
Cash flows from financing activities
Distributions
-
(2,104)
(12,626)
Net cash outflow from financing activities
-
(2,104)
(12,626)
Net decrease in cash and cash equivalents
(157)
(2,486)
(4,857)
Cash and cash equivalents at the start of the period
790
5,656
5,656
Effect of foreign exchange fluctuation on cash held
-
-
(9)
Cash and cash equivalents at the end of the period
633
3,170
790
The notes form an integral part of these financial statements.
Notes to the Financial Statements
for the period ended 30 September 2017
1. General information
The Company is a closed-end investment company incorporated on 7 March 2006 in the Isle of Man as a public limited company. The Company is listed on the AIM Market of the London Stock Exchange.
The Company and its subsidiaries (together the "Group") invested in real estate and real estate related entities in India. In March 2009, Shareholders voted to change the Company's investment policy by requiring the Company to gradually dispose of its assets over time and return capital to investors.
2. Statement of compliance
These interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year-ended 31 March 2017.
The consolidated financial statements of the Group as at and for the year ended 31 March 2017 are available upon request from the Company's registered office at IOMA House, Hope Street, Douglas, Isle of Man or at www.trinitycapitalplc.com.
These interim consolidated financial statements were approved by the Board of Directors on 27 December 2017.
3.  Significant accounting policies
The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 March 2017. Most notably, the financial statements are presented on a non-going concern basis
There are no IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact to the Company.
4.  Critical accounting estimates and assumptions
The preparation of condensed consolidated interim financial statements in conformity with IFRSs requires management to make judgements, estimates, and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results for which form the basis of making the judgements about carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.
In preparing these condensed consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies were the same as those that applied to the consolidated financial statements as at and for the year ended 31 March 2017.
5. Financial risk management policies
The principal risks and uncertainties are consistent with those disclosed in preparation of the Group's annual financial statements as at and for the year ended 31 March 2017.
6.  Other administration fees and expenses 
(unaudited)
6 Months to
30 Sep 2017
(unaudited)
6 Months to
30 Sep 2016
(audited)
12 Months to
31 Mar 2017
'000
'000
'000



Administration fees
63
77
138
Audit fees
-
19
27
Directors' fees including Directors' Incentive Plan
86
113
335
Legal fees and other professional costs
86
11
127
NOMAD & Broker fees
21
21
42




256
241
669
7. Share capital
The authorised share capital at 30 September 2017 and 31 March 2017 and the issued and fully paid share capital at the same dates were as follows:
Authorised
Issued and fully paid
No. of Shares
No. of Shares
Ordinary shares of 0.01 each
416,750,000
4,167,500
210,432,498
2,104,325
Deferred shares of 0.01 each
250,000
2,500
250,000
2,500
417,000,000
4,170,000
210,682,498
2,106,825
8. (Loss)/earnings per share
The basic earnings/(loss) per ordinary share is calculated by dividing the net loss attributable to the ordinary Shareholders of the Company by the weighted average number of ordinary shares in issue during the period.

(unaudited)
6 Months to
30 Sep 2017
(unaudited)
6 Months to
30 Sep 2016
(audited)
year to
31 Mar 2017
(Loss)/earnings attributable to owners of parent ('000)
(189)
4,707
3,009
Weighted average number of ordinary shares in issue ('000)
210,682
210,682
210,682




(Loss)/earnings per share (pence)
(0.1)
2.2
1.4
The Company has no potential dilutive ordinary shares; the diluted (loss)/earnings per share is the same as the basic (loss)/earnings per share.
9. Investment - held for sale
At 30 September 2017, the last remaining investment of the Company was its minority holding in Trinity Capital (Ten) Limited ("TC-10"), which was held through Trinity Capital Mauritius Limited ("TCML"). TCML was entitled to the entire economic benefit of TC-10's ownership of Compulsorily Convertible Preference Shares ("CCPS") in DB (BKC) Realtors Private Limited, an Indian property development company. On 17 October 2017, TC-10 entered into a sale and purchase agreement with DB Realty Limited in relation to all of the CCPS held by TC-10 (the "Transaction"). TC-10 received the sale proceeds of INR 149.6 million in November 2017
The investment in TC-10 was valued at 31 March 2017 and 30 September 2017 based on the agreed selling price. At 30 September 2017, it is stated at the GBP amount of 1,742,000 actually received, (net of disposal costs). At 31 March 2017 it was stated at 1,840,000, being the GBP equivalent of the INR amount due using the prevailing exchange rate, and the movement of 98,000 in the six months' period is entirely attributable to foreign currency movement and disposal costs.
10. Provision for run-off costs
A provision has been made for the estimated unavoidable costs that are expected to be incurred in respect of the winding up of the Company. At 30 September 2017, it was estimated that these costs, consisting of regular administration costs and liquidation costs associated with the closure of the Company and the remaining subsidiaries are likely to be 384,000. Movements in the provision are as set out below.
'000
Provision at 31 March 2017
550
Actual expenses incurred in period (note 6)
(256)
Increase in provision
90


Estimate of costs from 1 October 2017 up to the date of liquidation
384
Future run-off costs actually incurred may differ significantly from the amount provided for in these financial statements.
11. Net asset value per share


(unaudited)
30 Sep 2017
(unaudited)
30 Sep 2016
(audited) 31 March 2017
Net assets attributable to Shareholders ( '000)

1,811 
14,220 
2,000
Number of ordinary shares in issue ('000)
210,682
210,682
210,682





Net Asset Value (pence)

0.9 
6.7 
0.9
12. Related party transactions
Graham Smith is a Director of the Company and of the Administrator. The fees paid to the Administrator for the period amounted to 50,000 (six months ended 30 September 2016: 50,000). Mr Smith was not paid a Director's fee during the period.
13. Events after reporting date
As described in Note 9, TC-10 sold its entire interest in the CCPS in DB (BKC) Realtors Private Limited in October 2017. At the date of this report, the sale proceeds are held by TC-10, and remittance of the proceeds to TCML is subject to the approval of the controlling shareholders of TC-10.

This information is provided by RNS
The company news service from the London Stock Exchange
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