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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ottoman | LSE:OTM | London | Ordinary Share | GB00B0PJ6V42 | ORD NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.25 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMOTM
RNS Number : 6990G
Ottoman Fund Limited (The)
31 May 2017
THE OTTOMAN FUND LIMITED (the "Company")
Interim results for the six months ended 28 February 2017
The Company is pleased to announce its interim results for the six months ended 28 February 2017, a full copy of which will shortly be available on the Company's website: www.theottomanfund.com.
This announcement contains inside information.
Enquiries:
N+1 Singer James Maxwell / Gillian Martin 0207 496 3000 Vistra Fund Services Limited Company Secretary 01534 504 700
Chairman's Statement
Dear Shareholders,
These accounts are as of 28 February 2017 and show a net asset value as of that date of GBP1,853,768 as compared with a net asset value of GBP2,176,322 as of the prior period, 31 August 2016. The decrease in net asset value within that period is primarily a reflection of the expenses incurred and the write off of receivables in the Turkish subsidiaries somewhat offset by foreign exchange gains.
Subsequent to the date of these accounts, we have made substantial progress toward our goal of winding up the Company and making a final distribution. As announced on 5 April 2017, we settled all legal disputes with Sinan Kalpakçioglu, our former Chief Financial Officer. Kalpakçioglu, shareholders will recall, was an accountant who abused his position of trust to embezzle from our Turkish subsidiary companies. He was caught several years ago. The Company quickly obtained a "worldwide freezing order" from a Jersey court - that was unenforceable in Turkey.
The Company nonetheless was able to locate and recover some of the money Kalpakçioglu embezzled - though other money had been diverted to a bank secrecy jurisdiction and probably elsewhere. The Company determined that Turkish civil litigation would likely not accomplish what was needed and instead commenced a criminal proceeding against Kalpakcioglu. Kalpakcioglu in turn commenced civil cases against Company subsidiaries for money supposedly due him. His civil cases were fabricated and only possible because the Turkish legal system that has no mechanism to summarily dismiss phony cases and punish those who bring them.
Kalpakcioglu lost all of the cases he brought while the Company expected to prevail in its criminal case because the evidence against Kalpakcioglu was incontrovertible. A fellow director and I each gave evidence in a Turkish criminal court this past March along with our former investment advisor. As a lawyer for over thirty years and a former criminal prosecutor, I can assure our shareholders that the evidence was clear as can be that Kalpakçioglu was an embezzler, but given the unfolding realities of the Turkish legal process following the events of July 2016 (The Financial Times recently reported that approximately 25% of the Turkish judiciary has been sacked along with numerous prosecutors and others), we decided that it was in the Company's interest to settle at less than full value.
The financial terms of the settlement were that Kalpakcioglu returned $250,000 of the money he embezzled and handed over his 48% nominee interest in the Mandalina company. Mandalina, shareholders will recall, had been created to hold title to the Alanya units and the proceeds from their sales. Because of Turkish legal requirements, that company had been structured with Kalpakçioglu and several others as nominee directors and shareholders pursuant to nominee shareholder agreements. Nonetheless, Kalpakçioglu refused to abide by the terms of the nominee shareholding agreement and claimed, for some unexplained reason, that the shares were his. Because as of the date of these accounts the Ottoman Fund did not have "control" over Mandalina, the Mandalina financial statements are not consolidated in the Company's financial statements.
We now control all of our Turkish holding companies and have moved a substantial portion of our funds to Jersey with the ultimate objective of making a final distribution. Our immediate objectives are to resolve outstanding legal and accounting issues in Turkey, repatriate additional capital to Jersey, wind up and liquidate our Turkish subsidiaries and eventually our Jersey companies and make a final distribution to shareholders. Our progress in accomplishing these goals has been slow though steadily moving in the right direction.
The Company books and records for Mandalina are now being passed to our accountants in Turkey, who will need to review them for tax and compliance issues. The pace is dictated by Turkish rules governing corporate decisions, accounting issues and tax compliance, and continued efforts by certain people in Turkey to obstruct the winding up.
We are working closely with BDO's Istanbul office and our Turkish lawyers to bring these issues to conclusion. We are confident that these advisors are the right people for doing the work that needs to be done. We are also in negotiations to sell our Turkish subsidiaries to a third party, who may be better able to deal with spurious claims aimed at obstructing the winding up of our subsidiary companies. It is premature to speculate on whether those negotiations will come to fruition and their possible financial terms.
Earlier this month we won a final dismissal of the Nizamoglu case. Nizamoglu, shareholders will recall, was an unprincipled opportunist who claimed an entitlement to a substantial brokerage commission in connection with the Riva sale. He had no real evidence that he was entitled to anything in connection with the Riva sale, no contract, no eye witnesses to a promise, no nothing, but he was nonetheless able to take advantage of inefficiencies in the Turkish legal system to tie up one of our Turkish subsidiaries in vexatious lawsuits for several years. Now that we have prevailed through the end of the appeals process and obtained finality, we will vigorously pursue Nizamoglu for reimbursement of our legal fees both to make the Company whole and to deter others who may have similar designs on Company assets.
Shareholders we know are primarily interested in the magnitude of the final distribution and its timing. Both issues remain dependent on the resolution of Turkish tax issues, our ability to repatriate funds from Turkey, and other issues identified above. Our ability to address these issues in detail is constrained by still unresolved uncertainties as to tax obligations and our need for confidentiality given the realities of where some Company assets are located. Subject to those constraints, we will keep the market timely apprised of further material developments.
Very truly yours,
John D. Chapman
Chairman
The Ottoman Fund Limited
30 May 2017
Directors' Report
The Directors submit their Report and the unaudited interim consolidated financial statements (the "Financial Statements") of The Ottoman Fund Limited (the "Company") and its subsidiaries (together, the "Group") for the period ended 28 February 2017. The Company was formed on 9 December 2005 and commenced trading on its admission to the AIM market on 28 December 2005. The Company is quoted on the AIM market of the London Stock Exchange.
Principal Activity
The Company was established to invest in Turkish property. During 2014 the Company sold its remaining property interests. The Board is arranging the repatriation of those funds from Turkey.
Investment Policy
Upon Admission to AIM, the Company's strategy was to invest in new-build residential developments in major cities and coastal locations in Turkey, aimed at both the local and tourist markets with an emphasis on off-plan sales. The Company now intends to make no new investments, having sold all investments previously held.
Results, Dividends and Returns
The result for the period was a loss GBP1,215,891. During the period no dividends or returns of capital have been made.
The Group is involved in ongoing litigation in relation to events from the current and prior years. Details of the ongoing matters are disclosed in notes 20 and 21.
Life
Further to the announcement on 17 November 2016 the Company has twelve months from that date to implement its current investing policy in accordance with Rule 15 of the AIM Rules. If this is not fulfilled, the Company will be suspended pursuant to AIM Rule 40. The Board is hopeful that its efforts will enable the board to return additional capital to shareholders and wind up the Company within this timeframe.
Manager & Custodian
Subsequent to the removal of Development Capital Management (Jersey) Limited as manager of the Company in 2010, management was internalised at the Board level and the Board engaged with Civitas Property Partners S.A. as Investment Advisor, including to manage and sell the Company's Turkish assets. In November 2016, the contract with Civitas was terminated.
Subsequent to the termination of the custody agreement with BNP Paribas (Jersey branch) in 2010, the Company has not appointed a replacement.
Board of Directors
The Directors of the Company are listed at the end of these financial statements. John D Chapman (Executive Chairman), Antony Gardner-Hillman and Andrew Wignall all served as Directors throughout the year.
Shareholders' Interests (as at 28 February 2017)
Size of shareholding (in shares) No. of shareholders 1 - 9,999 27 10,000 - 99,999 11 100,000 - 999,999 4 1,000,000 - 9,999,999 13 10m+ 3
At 28 February 2017 the Company was aware of the following interests of 3% or more in the ordinary share capital of the Company:
Hot Features
Premium
Number % held
QVT Financial LP 43,335,000 32.16%
Weiss Asset Management LLC 40,132,000 29.78%
Toscafund Asset Management LLP 22,551,098 16.73%
Lars Bader 7,940,000 5.89%
JPMorgan Securities CREST transition account 7,113,766 5.28%
The Directors are not aware of other interests of 3% or more in the Company's issued share capital.
Directors' Interests
The maximum aggregate amount of ordinary remuneration payable to the Directors permitted under the Articles is GBP150,000 per annum. The Directors received in aggregate GBP92,500 for the period ended 28 February 2017 (2016: GBP125,000). Commencing 13 March 2009 John D. Chapman has been employed under an executive service contract that provides for an annual fee of GBP75,000 and a discretionary performance fee.
None of the directors have any interests in the Company's share capital.
Andrew Wignall
Director
The Ottoman Fund Limited
30 May 2017
Statement of Directors' Responsibilities
The Directors are responsible for preparing the consolidated financial statements in accordance with applicable law and International Financial Reporting Standards.
The Companies (Jersey) Law 1991 requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that year. In preparing those financial statements, the Directors are required to:
-- select suitable accounting policies and apply them consistently; -- make judgments and estimates that are reasonable and prudent;
-- prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business; and
-- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy, at any time, the financial position of the Group and to enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and hence for taking reasonable steps to prevent and detect fraud and other irregularities.
By Order of the Board
Vistra Secretaries Limited
Secretary
30 May 2017
Consolidated Statement of Comprehensive Income
For the period ended 28 February 2017
Period ended Year ended
28 February 31 August
2017 2016
notes GBP GBP
Revenue
Finance income 2(c) 1,361 3,819
Operating expenses
Other operating expenses 5 (1,178,341) (961,844)
Total operating expenses (1,178,341) (961,844)
Foreign exchange gains 9 251,311 480,097
(Loss)/gain before tax (925,669) (477,928)
Tax charge 6 (290,222) (534,342)
Loss for the period (1,215,891) (1,012,270)
------------ -----------
Other comprehensive income:
Foreign exchange gain on subsidiary translation 893,337 153,504
Other comprehensive profit/loss for the year 893,337 153,504
------------ -----------
Total comprehensive (loss)/gain for the year (322,554) (858,766)
------------ -----------
Loss attributable to:
Equity shareholders of the Company (1,215,891) (1,012,270)
Minority interests - -
------------ -----------
(1,215,891) (1,012,270)
------------ -----------
Total comprehensive (loss)/gain attributable to:
Equity shareholders of the Company (322,554) (858,766)
Minority interests - -
------------ -----------
(322,554) (858,766)
------------ -----------
Basic and diluted loss per share (pence) 7(b) (0.90) (0.75)
All items in the above statement derive from discontinuing operations.
The accompanying notes are an integral part of the financial statements.
Consolidated Statement of Financial Position
As at 28 February 2017
As at 28 As at 31
February 2017 August 2016
notes GBP GBP
Assets
Non-current assets
Loans and receivables 8 - -
Current assets
Trade and other receivable 11 79,463 138,491
Cash and cash equivalents 16 2,260,504 3,516,795
Total assets 2,339,967 3,655,286
-------------- ------------
Liabilities
Current liabilities
Trade and other payables 12 (486,199) (1,478,964)
Net assets 1,853,768 2,176,322
-------------- ------------
Equity
Share capital 13 49,940,922 49,940,922
Retained earnings 14 (46,182,669) (44,966,778)
Translation reserve (1,904,485) (2,797,822)
-------------- ------------
Equity attributable to shareholders of the parent 1,853,768 2,176,322
Minority interests' equity - -
-------------- ------------
Total equity 1,853,768 2,176,322
-------------- ------------
Net asset value per ordinary share (pence) 15 1.4 1.6
The accompanying notes are an integral part of the financial statements.
These financial statements were approved by the Board on 30 May 2017.
Andrew Wignall
Director
Consolidated Statement of
Changes in Equity
Share Retained Translation Minority
capital earnings reserve interest Total
GBP GBP GBP GBP GBP
For the period
ended 28 February
2017
As at 31 August
2016 49,940,922 (44,966,778) (2,797,822) - 2,176,322
Return of capital - - - - -
Loss for the year - (1,215,891) - - (1,215,891)
Foreign exchange
gain on
subsidiary translation - - 893,337 - 893,337
At 28 February
2017 49,940,922 (46,182,669) (1,904,485) - 1,853,768
----------- ------------ ----------- -------- ----------
For the year ended
31 August 2016
As at 1 September
2015 52,636,216 (43,954,508) (2,951,326) - 5,730,382
Return of capital (2,695,294) - - - (2,695,294)
Loss for the year - (1,012,270) - - (1,012,270)
Foreign exchange
gain on
subsidiary translation - - 153,504 - 153,504
At 31 August 2016 49,940,922 (44,966,778) (2,797,822) - 2,176,322
----------- ------------ ----------- -------- ----------
The accompanying notes are an integral part of the financial statements.
Consolidated Statement of Cash Flows
notes Period ended Year ended
28 February 31 August
2017 2016
GBP GBP
Cash flow from operating activities
Loss (1,215,891 )(1,012,270 )
Adjustments for:
Finance income (1,248 ) (3,819 )
Tax 290,222 534,342
(926,917 ) (481,747 )
Net foreign exchange losses/(gains) 893,337 153,504
Decrease in trade and other receivables 59,028 74,008
(Decrease)/increase in trade and other payables (992,765 ) (163,792 )
Net cash (outflow)/inflow from operating activities before
interest, depreciation, amortisation
and tax (967,317 ) (418,027 )
Finance income received 1,248 3,819
Tax (290,222 ) (534,342 )
Net cash (outflow)/inflow from operating activities (1,256,291 ) (948,550 )
Cash flow from investing activities
Repayment of loan 8 - -
------------ ----------
Net cash inflow from investing activities - -
Cash flow from financing activities
Return of Capital 13 - (2,695,294 )
------------ ----------
Net cash outflow from financing activities - (2,695,294 )
Net decrease in cash and cash equivalents (1,256,291 )(3,643,844 )
Cash and cash equivalents at start of the year 3,516,795 7,160,639
Effect of foreign exchange rates - -
------------ ----------
Cash and cash equivalents at end of the year 2,260,504 3,516,795
------------ ----------
The accompanying notes are an integral part of the financial statements.
Notes to the consolidated financial statements
1. General information
The Ottoman Fund Limited had invested in Turkish land and new-build residential property in Riva, Bodrum and Alanya. The Group has, as at the period end sold its investments. The Company is a limited liability company incorporated and domiciled in Jersey, Channel Islands since 9 December 2005. The Company is quoted on the AIM market of the London Stock Exchange plc. These consolidated financial statements have been approved by the Board on 30 May 2017.
2. Accounting policies
The consolidated financial statements of the Group for the period ended 28 February 2017 comprise the Company and its subsidiaries, listed in note 10, (together, the "Group") and have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") as applicable in the European Union and interpretations issued by the International Financial Reporting Committee of the IASB ("IFRIC").
These policies have been consistently applied in all years presented, unless otherwise stated.
No new standards or amendments to standards were issued which were relevant to the Group and applicable for the year under review.
(a) Basis of preparation & going concern
The consolidated financial statements have been prepared on a historical cost basis.
The Company has sufficient funds to remain in operation for the foreseeable future. Further to the announcement on 17th November 2016 the Company is likely to remain listed on AIM until 16th November 2017. The Board will consult with shareholders should there be a need to extend the life of the Company beyond that date.
(b) Basis of consolidation
Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 August each year. The consolidated financial statements are prepared using uniform accounting policies for like transactions. Control of an entity exists when the Company directly or indirectly controls a majority of the voting rights in that entity or has the ability to appoint or remove the majority of its board of directors. The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences up to the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The Group applies a policy of treating transactions with minority interests as transactions with parties external to the Group. Minority interests represent the portion of profit and net assets not held by the Group. They are presented in the consolidated statement of comprehensive income and in the consolidated statement of financial position separately from the amounts attributable to the owners of the parent.
(c) Revenue recognition
Interest receivable on fixed interest securities is recognised using the effective interest method. Interest on short term deposits, expenses and interest payable are treated on an accruals basis. Revenue from sales of inventory is recognised when the significant risks and rewards of an asset have been transferred. The gains or losses from sale of inventory are recognised at the book gain or loss amount with any foreign exchange gains or losses being reflected separately in the statement of comprehensive income.
(d) Expenses
All expenses are charged through the statement of comprehensive income in the period in which the services or goods are provided to the Group except for expenses which are incidental to the disposal of an investment which are deducted from the disposal proceeds of the investment.
(e) Non current assets
General
Assets are recognised and derecognised at the trade date on acquisition and disposal respectively. Proceeds will be measured at fair value which will be regarded as the proceeds of sale less any transaction costs.
Loans and receivables
Loans and receivables are recognised on an amortised cost basis. Where they are denominated in a foreign currency they are translated at the prevailing balance sheet exchange rate. Any foreign exchange difference is recognised through the statement of comprehensive income.
Loans are reviewed for impairment by the Board on a semi-annual basis; any impairment is recognised through the statement of comprehensive income.
(f) Cash and cash equivalents
Cash and cash equivalents are classified as loans and receivables and comprise deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.
(g) Taxation
Profits arising in the Company for the 2017 year of assessment and future periods will be subject to tax at the rate of 0% (2016: 0%). However, withholding tax may be payable on repatriation of assets and income to the Company in Jersey. The Company pays an International Services Entity fee and neither charges nor pays Goods and Services Tax. This fee is currently GBP200 (2016: GBP200) per annum for each Jersey registered company within the Group.
The subsidiaries will be liable for Turkish corporation tax at a rate of 20%. Additionally, a land sale and purchase fee may arise when land is sold or purchased and a dividend tax of 15% may arise on certain distributions from the subsidiaries.
Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date.
(g) Taxation
This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted.
(h) Foreign currency
In these financial statements, the results and financial position of the Group are expressed in Pound Sterling, which is the Group's presentational currency. The functional currency of the Company and Jersey subsidiaries is Pound Sterling; the functional currency for the Turkish subsidiaries is Turkish Lira.
The results and financial position of the entities based in Jersey are recorded in Pound Sterling, which is the functional currency of these entities. In these entities, transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates of the transactions. Monetary balances (including loans) and non-monetary balances that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.
The results and financial position of the entities based in Turkey are recorded in Turkish Lira, which is the functional currency of these entities. In order to translate the results and financial position of these entities into the presentation currency (Pounds Sterling):
- non-monetary assets (including inventory) are translated at the rates of exchange prevailing on the dates of the transactions ("historical translated cost");
- monetary balances (including loans) are translated at the rates prevailing on the balance sheet date; and
- items to be included in the statement of comprehensive income are translated at the average exchange rates for the year unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions.
Foreign exchange gains or losses are recorded in either the statement of comprehensive income or in the statement of changes in equity depending on their nature and how they have been derived. Exchange gains/losses on the translation of subsidiaries balances are accounted for in the translation reserve.
(i) Share capital
Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are shown as a deduction to reserves. Any redemption of shares is deducted from ordinary share capital with any transaction costs taken to the statement of comprehensive income.
(j) Critical accounting estimates and assumptions
The Board makes estimates and assumptions concerning the future in the preparation of the financial statements. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates, assumptions and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.
The Directors' have assessed the recoverability of the loan receivable from Mandalina Yapi Insaat Sanayi ve Ticaret Anonim Sirketi ("Mandalina"), the results of which are disclosed in note 8.
In addition to the above, the Directors have made assessments with regard to contingent liabilities and an assessment of the matter discovered during 2014 in relation to the financial impact of the amount of funds that have been removed from the Group's Turkish entities (and entities affiliated with the Group) without authorisation. Please refer to notes 20 and 21.
(k) Changes in accounting policy and disclosures
New and amended standards adopted by the group
There are no IFRSs or IFRIC interpretations that are effective for the first time for this financial year that would be expected to have a material impact on the Group.
New standards, amendments and interpretations issued but not effective and not early adopted
At the date of the authorisation of these consolidated financial statements, the following statements, standards and interpretations were in issue but not yet effective for periods commencing on or after 1 January 2016 and have not been early adopted:
IFRS 9, 'Financial instruments' - classification and measurement' (effective 1 January 2018)
The full impact of the adoption of these standards and interpretations in future periods on the financial statements of the Group is still being assessed by the Directors.
As noted in these financial statements, the Company is currently involved in litigation. The operations of the Company now relate to resolving these issues. It is anticipated that once resolved, the Company will return all available money to shareholders with operations therefore coming to an end. On this basis, these financial statements have been prepared on the basis that the amounts in the Statement of Comprehensive Income have been derived from discontinuing operations.
3. Segment reporting
The chief operating decision maker (the "CODM") in relation to the Group is considered to be the Board itself.
The factor used to identify the Group's reportable segments is geographical area.
Based on the above and a review of information provided to the Board, it has been concluded that the Group is currently organised into one reportable segment: Turkey.
Within the above segment, the remaining significant asset at the year end date was cash. The CODM considers on a regular basis the repatriation of money from Turkey to Jersey.
4. Management/advisory fee
As at 28 February 2017 As at 31 August 2016
GBP GBP
Management fee - -
---------------------- --------------------
Civitas was appointed as Investment Advisor to the Group on 2 December 2009. The advisory fee structure was incentive-based with an annual fixed component of EUR212,500, and an incentive component based on a percentage of realisation value. It was agreed that the fee for the prior financial year would be based upon a percentage of the realised sales value of the Alanya apartments. The contract with Civitas has now been terminated, with final payment of EUR149,073 being made on 23 November 2016.
5. Other operating expenses
As at 28 February 2017 As at 31 August 2016
GBP GBP
Legal fees 265,224 400,527
Professional fees 47,423 191,555
Travel and subsistence 17,298 7,006
Directors' remuneration 92,500 125,000
Administration fees 98,243 142,018
Audit services 28,000 29,000
Write-off of receivables 573,706 -
Other operating expenses 55,947 66,738
---------------------- ---------------------
1,178,341 961,844
---------------------- ---------------------
During the period the Group had one employee in Turkey. Subsequent to the period end terms were agreed for the termination of that employment, the costs for whom are included in the amounts above. Receivables from OY1 and OY2, primarily from the former finance director, have been written off in the period. Refer to Note 21 for further detail.
6. Tax As at 28 February 2017 As at 31 August 2016
GBP GBP
Overseas tax - Turkey 290,222 534,342
---------------------- --------------------
This above represents taxation on profits earned by the Turkish subsidiaries and any related adjustments to tax amounts, and therefore no tax reconciliation is deemed necessary. The decrease in tax is partly due to the prior year amount including outstanding amounts payable in relation to the funds removed from the Group's Turkish entities without authorisation during the period. In addition, $275,000 withholding tax provision is in place for an estimated clearance of intercompany balances of $1,250,000.
Refer to note 2(g) for further information.
7. Earnings per share
(a) Basic
Basic earnings per share is calculated by dividing the gain attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
As at 28 February 2017 As at 31 August 2016
(Loss)/gain attributable to equity holders of the Company (GBP1,215,891) (GBP1,012,270)
----------------------- ---------------------
Weighted average number of ordinary shares in issue 134,764,709 134,764,709
----------------------- ---------------------
(b) Diluted
The diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. As the options expired without exercise, the basic and diluted earnings per share are the same.
Both the basic and diluted loss per share are calculated as 0.90 pence (2016: 0.75 pence loss).
8. Loans and receivables As at 28 February 2017 As at 31 August 2016
GBP GBP
Opening balance - -
Closing balance - -
---------------------- --------------------
The loan in relation to the Riverside Resort apartments in Alanya was impaired in 2015 to reflect the Group's ongoing difficulties with receiving the amounts owed from Mandalina, which are related to the ongoing litigation in Turkey, see note 21 for further details.
9. Foreign currency gains As at 28 February 2017 As at 31 August 2016
GBP GBP
Other foreign currency gain 251,311 480,097
Net currency gains 251,311 480,097
---------------------- --------------------
Foreign currency gains or losses on transactions and balances in the Turkish subsidiaries are recognised in the translation reserve, not in the amounts above. The Company has no accounts in any currency other than Pound Sterling. The translation of cash balances relates to the Jersey group entities, with the balances of the Turkish entities being recognised as subsidiary translation foreign exchange as part of other foreign exchange losses.
10. Investment in subsidiaries - Company
Country of Authorised Issued Ownership
Name incorporation share capital share capital %
Ottoman Finance Company I Limited Jersey GBP10,000 GBP1 100
Ottoman Finance Company II Limited Jersey GBP10,000 GBP1 100
Osmanli Yapi 1 Turkey YTL 57,395,416 YTL 50,000 99.99
Osmanli Yapi 2 Turkey YTL 193,534,525 YTL 50,000 99.99
All of the above companies have been incorporated into the Group accounts.
11. Trade and other receivables
As at 28 February 2017 As at 31 August 2016
GBP GBP
VAT receivable 27,835 -
Other receivables 51,628 138,491
79,463 138,491
---------------------- --------------------
The Directors consider that the carrying amount of the above receivables approximates to their fair value. Prepayments include advances to suppliers and other receivables relate to payments on account with the tax office in Turkey.
12. Trade and other payables
As at 28 February 2017 As at 31 August 2016
GBP GBP
Accruals 103,845 52,319
Taxation (overseas taxation - Turkey) 64,560 1,013,234
Tax provision (WHT) 221,249 -
Other payables 96,545 413,411
486,199 1,478,964
---------------------- --------------------
The Directors consider that the carrying amount of the above payables approximates to their fair value.
See notes 2(g) and 6 for further information on taxation.
13. Share capital
Authorised:
Founder shares of no par value 10
Ordinary shares of no par value Unlimited
As at 28 February 2017
Issued and fully paid: GBP
2 founder shares of no par value -
134,764,709 ordinary shares of no par value (2016: 134,764,709) 49,940,922
----------------------
The 2 founder shares of no par value are held by Vistra Nominees I Limited. These shares are not eligible for participation in the Company's investments and carry no voting rights at general meetings of the Company.
Capital Management
As a result of the Group being closed-ended, capital management is wholly determined by the Board and is not influenced by subscriptions or redemptions. The Group's objectives for managing capital are to maintain sufficient liquidity to meet the expenses of the Group as they fall due and to invest in the Group's current assets when the Board feels it will give rise to capital appreciation. As the Group sold its assets during the prior year, the Board decided to return excess capital to shareholders. As part of the process, the Board reviews cash flow forecasts to ensure that sufficient cash is retained to support the operations of the Group.
Movements in ordinary share capital during the year Number GBP
Ordinary shares in issue at 31 August 2016 134,764,709 49,940,922
Movement during the year - -
----------- ----------
Ordinary shares in issue at 28 February 2017 134,764,709 49,940,922
----------- ----------
14. Retained earnings
As at 28 February 2017 As at 31 August 2016
GBP GBP
At start of year (44,966,778) (43,954,508)
Bank and deposit interest earned 1,361 3,819
Operating expenses (1,178,341) (961,844)
(1,176,980) (958,025)
Net movement on foreign exchange 251,311 480,097
Tax (290,222) (534,342)
---------------------- --------------------
Loss for the year (1,215,891) (1,012,270)
At end of year (46,182,669) (44,966,778)
---------------------- --------------------
15. Net asset value per share
The net asset value per ordinary share is based on the net assets attributable to equity shareholders of GBP1,853,768 (2016: GBP2,176,322) and on 134,764,709 ordinary shares
(2016: 134,764,709), being the number of ordinary shares in issue at the year end. The net asset value per share for the period ended 28 February 2017 was 1.4 pence (2016: 1.6 pence).
16. Cash and cash equivalents
As at 28 February 2017 As at 31 August 2016
GBP GBP
Bank balances 2,260,504 3,516,795
---------------------- --------------------
17. Financial instruments
The Group's financial instruments comprise loans, cash balances, receivables and payables that arise directly from its operations, for example, in respect of receivables for accrued income.
The principal risks the Group faces from its financial instruments are:
(i) Market risk (ii) Credit risk (iii) Foreign currency risk (iv) Interest rate risk (v) Liquidity risk
As part of regular Board functions, the Board reviews each of these risks. As required by IFRS 7: Disclosure and Presentation, an analysis of financial assets and liabilities, which identifies the risk to the Group of holding such items, is given below.
(i) Market price risk
Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Group's operations. It represents the potential loss the Group might suffer through holding market positions as a consequence of price movements. Consistent with the prior year, the Group has no such exposures to market price risk.
(ii) Credit risk
Credit risk is the risk that counterparties will be unable to deliver on assets due to the Group. The largest counterparty risk is with the Group's bankers. Bankruptcy or insolvency of Deutsche Bank International Limited may cause the Group's rights with respect to cash held to be delayed or limited. There is no policy in place to mitigate this risk as the Board believes there is no need to do so, due to the likelihood of it occurring being remote.
The Board monitors the credit quality of receivables on an ongoing basis. Cash balances have been placed with Deutsche Bank International Limited due to its Moody's credit rating of A3.
The Group's principal financial assets are other receivables and cash and cash equivalents. The maximum exposure of the Group to credit risk is the carrying amount of each class of financial assets. Other receivables are represented mainly by prepayments and other receivables, the Directors do not consider there to be significant credit risk in relation to these amounts.
Credit risk exposure
In summary, compared to the amounts in the consolidated statement of financial position, the maximum exposure to credit risk was as follows:
Balance Maximum Balance Maximum
sheet exposure sheet exposure
at 28 February at 28 February at 31 August at 31 August
2017 2017 2016 2016
Non-current assets GBP GBP GBP GBP
Loans and receivables
- - - -
Current assets
Cash and cash equivalents 2,260,504 2,260,504 3,516,795 3,516,795
Other receivables 79,463 79,463 138,491 138,491
2,339,967 2,339,967 3,655,286 3,655,286
-------------- -------------- ------------ ------------
Fair value of financial assets and liabilities
The book values of the cash at bank and loans and receivables included in these financial statements approximate to their fair values.
(iii) Foreign currency risk
The Group operates Pound Sterling, Euro, US Dollar and Turkish Lira bank accounts. Exchange gains or losses arise as a result of movements in the exchange rates between the date of a transaction denominated in a currency other than Sterling and its settlement. There is no policy in place to mitigate this risk as the Board believes such a policy would not be cost effective given the Group's exposure.
Currency rate exposure
An analysis of the Group's currency exposure in Pound Sterling is detailed below:
Currency Net monetary assets at Liabilities at 28 Net monetary assets at Liabilities at 31
28 February 2017 February 2017 31 August 2016 August 2016
GBP GBP GBP
Pounds Sterling 2,251,736 (40,567) 495,236 (1,538,834)
Euro - - - -
US Dollar - (317,795) 5,146,807 -
Turkish Lira 8,768 (127,837) 88,339 (103,922)
----------------------- ----------------------- ----------------------- -----------------------
2,260,504 (486,199) 5,730,382 (1,642,756)
----------------------- ----------------------- ----------------------- -----------------------
Foreign currency sensitivity
The table below details the Group's sensitivity to a 5% increase in the value of Sterling against the relevant currencies. This percentage is considered reasonable due to volatility in current and historic exchange rate movements. With all other variables held constant, net assets attributable to shareholders and the change in net assets attributable to shareholders per the consolidated income statement would have decreased by the amounts shown below. The analysis has been performed on the same basis as for 2016.
Currency Profit & Loss at Profit & Loss at
28 February 31 August
2017 2016
GBP GBP
Euro - -
US Dollar 2,414 1,998
Turkish Lira 5,954 2,797
---------------- ----------------
8,368 4,795
---------------- ----------------
A 5% weakening of Sterling against the relevant currency would have resulted in an equal but opposite effect on the amounts in the financial statements to the amounts shown above, on the basis that all other variables remain constant.
(iv) Interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits. There is no policy in place to mitigate this risk as the Board believes such a policy would not be cost effective, given the Group's exposure.
The Group holds only cash deposits.
The interest rate profile of the Group excluding short term receivables and payables was as follows:
Currency Floating Non interest Floating Non interest
rate bearing rate bearing
at 28 February at 28 February at 31 August at 31 August
2017 2017 2016 2016
GBP GBP GBP GBP
Pounds Sterling 2,251,736 - 3,475,387 382
US Dollar - - 25,271 14,698
Turkish Lira - 8,768 - 1,057
-------------- -------------- ------------ ------------
2,251,736 8,768 3,500,658 16,137
-------------- -------------- ------------ ------------
Maturity profile
The following table sets out the carrying amount, by maturity, of the Group's financial instruments:
2016
28 February 2017 0 to 3 3 to 6 6 to 12 More than
months months months 1 year Total
GBP GBP GBP GBP GBP
Floating rate
Cash 2,251,736 - - - 2,251,736
--------- ------ ------- --------- ---------
2,251,736 - - - 2,251,736
--------- ------ ------- --------- ---------
Non-interest bearing
Cash 8,768 --- 8,768
Trade and other receivables 79,463 --- 79,463
Trade and other payables (486,199) ---(486,199)
(397,968) ---(397,968)
--------- ---------
2015
31 August 2016 0 to 3 3 to 6 6 to 12 More than
months months months 1 year Total
GBP GBP GBP GBP GBP
Cash 3,500,658 - - - 3,500,658
--------- ------ ------- ---------- ---------
3,500,658 - - - 3,500,658
--------- ------ ------- ---------- ---------
Non-interest bearing
Cash 16,137 --- 16,137
Trade and other receivables 138,491 --- 138,491
Trade and other payables (1,478,964) ---(1,478,964)
(1,324,336) ---(1,324,336)
----------- -----------
Interest rate sensitivity
An increase of 10 basis points in interest rates during the period would have increased the net assets attributable to shareholders and changes in net assets attributable to shareholders by GBP2,252 (2016:GBP3,501). A decrease of 10 basis points would have had an equal but opposite effect.
(v) Liquidity risk
The Group's assets mainly comprise cash balances. The Board monitors the cash situation of the Group on an ongoing basis and reviews cash flow forecasts at the time of making capital distributions to shareholders to ensure that sufficient cash is retained to support the operations of the Group.
The Group has sufficient cash reserves to meet liabilities due for the foreseeable future.
18. Related party transactions
Information regarding subsidiaries can be found in note 10.
John D. Chapman is a shareholder in the Turkish subsidiaries due to Turkish law requirements and is also a director. Mr Chapman receives no additional benefit from being a shareholder or director of the Turkish subsidiaries.
Andrew Wignall has served as a director of the Turkish subsidiaries since 4 June 2015 and receives director's fees of GBP10,000 per annum in total for his services.
Information regarding Directors' interests can be found in note 19.
Ali Pamir is a director of the Investment Advisor, Civitas Property Partners S.A. and during the year was a director and shareholder of the Turkish subsidiaries due to Turkish law requirements. Mr Pamir received no additional benefit from being a shareholder of the Turkish subsidiaries. Information regarding amounts paid to the Investment Advisor can be found in note 4. Subsequent to the period end terms were agreed for the termination of that employment.
Vistra Nominees I Limited is a related party being the holder of the 2 founder shares of The Ottoman Fund Limited (see note 13).
The Directors do not consider there to be an ultimate controlling party.
19. Directors' interests
Total compensation (excluding performance fees and additional service fees) paid to the Directors of the Company over the period was GBP92,500 (2016: GBP125,000).
During the year John D. Chapman as Executive Chairman has been employed under an executive service contract that provides for an annual fee of GBP75,000 pro-rated monthly and a discretionary performance fee. No performance fee has been paid during the year (2016: nil). Antony Gardner-Hillman and Andrew Wignall were remunerated GBP25,000 per director for their services during the year.
20. Contingent liabilities
The Directors have been informed that an intermediate Turkish court has upheld an administrative order disallowing certain tax benefits from a restructuring transaction that may have had similarities to the restructuring of Osmanli Yapi 2. This intermediate court decision is now under appeal to the Turkish Supreme Court. The Group is monitoring the appeal, but at present this development does not meet the recognition criteria under IAS 37, and the Directors have consequently made no provision in the financial statements.
During a prior financial reporting year, a case against the Group had been lodged in Turkey for US$1m by a party who claimed to have acted as an intermediary on one of the land sale transactions during the year and was therefore entitled to a fee. On 19 March 2015, the lawyers acting on behalf of the Group advised that the case had been heard in court and that the presiding judge, after hearing from both parties, accepted the Group's lawyer's motion to immediately dismiss the lawsuit that had been filed against the Group. The counterparty to the lawsuit appealed the decision, the appeal hearing took place on February 28, 2017. The case has now concluded with no liability to the Group. The Directors have consequently made no provision in the financial statements.
During the prior period, the former finance director filed various collection proceedings against Osmanli Yapi 1 and Osmanli Yapi 2 in relation to amounts allegedly payable for purported services rendered totalling TL1.38m (GBP356k). On 16 February 2017, the court ruled in favour of OY1 with rejected all claims. On the same day, the hearing for the case where the former finance director was claiming approximately USD 300,000 from OY1 took place. The judge ruled in favour of OY1 with all claims being rejected by the judge.
Subsequent to the period end proceedings relating to the former finance director were discontinued following the settlement agreement.The Directors have consequently made no provision in the financial statements.
Enforcement Proceedings initiated by Arkan & Ergin against Osmanlı Yapı 1 and 2:
1. The proceeding initiated against OY 1 at 5th Enforcement Office of Istanbul under file no. 2016/811
Arkan & Ergin sought 92.516,21 TRL from OY 1 for the regular financial services and additional services. They claim that they have provided additional services to OY 1 which amounts to 74.588,15 TRL. This additional request was not supported by any documents. The part which was grounded was paid to the Enforcement Office, along with related judicial and attorney's fees. An objection was filed to the remaining part which halts the proceeding. The file is still open and Arkan & Ergin may file a lawsuit at civil courts for the annulment of our objection.
2. The proceeding initiated against OY 2 at 5th Enforcement Office of Istanbul under file no. 2016/812
Arkan & Ergin sought 127.915,22 TRL from OY 2 for the regular financial services and additional services. They claim they have provided additional services to OY 2 which amounts to 98.305,76 TRL. This additional request was not supported by any documents. The part which was grounded was paid to the Enforcement Office, along with related judicial and attorney's fees. An objection was filed to the remaining part which halts the proceeding. The file is still open and Arkan & Ergin may file a lawsuit at civil courts for the annulment of our objection.
21. Post balance sheet events
In November 2016 the Company acquired 51% of the Mandalina shares in issue but only obtained control subsequent to the period end. As the operational control of Mandalina was acquired subsequent to the period end the financials of Mandalina have not been included within these interim consolidated financial statements.
As at the period end the value of these shares was Nil, reflecting the difficulties associated with obtaining operational control of Mandalina and resolving outstanding legal and accounting issues in Turkey.
On 4 April 2017 the Company settled all claims with its former finance director. The former finance director transferred the shares in Mandalina registered in his name, discontinued all litigation against the Company and repaid $250,000 of the embezzled money. Ottoman Fund Company I Limited took ownership of the remaining 24,500 shares in Mandalina as at 4 April 2017, which represents 49% of the shares in issue. The Company now owns 100% of the shares of Mandalina.
Other than the above, the Directors are satisfied that there were no material events subsequent to the period end that would have an effect on these financial statements.
Corporate Information
Directors of Registered Office Nominated Adviser
the Company 4(th) Floor and Broker
John Chapman St Paul's Gate N+1 Singer
(Executive Chairman) 22-24 New Street One Bartholomew
Antony Gardner-Hillman St Helier Lane
Andrew Wignall Jersey JE1 4TR London EC2N 2AX
Banker
Deutsche Bank Registrar
International Capita Registrars
P.O. Box 727 (Jersey) Ltd
St Pauls Gate 12 Castle Street
New Street St Helier
St Helier Jersey JE2 3RT
Jersey JE4 8ZB
Legal Adviser
(England) Administrator
Travers Smith Vistra Fund Services
LLP Ltd
10 Snow Hill 4(th) Floor
London EC1A 2AL St Paul's Gate
22-24 New Street
St Helier
Jersey JE1 4TR
Legal Adviser Secretary
(Jersey) Vistra Secretaries
Mourant Ozannes Ltd
22 Grenville 4(th) Floor
Street St Paul's Gate
St Helier 22-24 New Street
Jersey JE4 8PX St Helier
Jersey JE1 4TR
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR LLFLIESILVID
(END) Dow Jones Newswires
May 31, 2017 06:36 ET (10:36 GMT)
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