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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Trinity Capital | LSE:TRC | London | Ordinary Share | GB00B0ZL5243 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.725 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMTRC
RNS Number : 3069J
Trinity Capital PLC
17 December 2015
Trinity Capital PLC
Consolidated financial statements for the period ended 30 September 2015
Trinity Capital PLC (AIM: TRC), a fund created for investing in Indian real estate and infrastructure, announces its Interim Results for the period ended 30 September 2015.
For further information, please contact:
Hot Features
Premium
FIM Capital Limited
Graham Smith, Director +44 1624 681250
Arden Partners
Nominated Adviser and Broker
+44 207 614
Chris Hardie 5900
Chairman's Report
It will be of little surprise to shareholders that progress remains painfully slow in realising the three remaining Indian assets held by Trinity Capital plc ("Trinity" or the "Company"). Cash from sales of the property investments is the catalyst essential to permit the final resolution of the various issues faced by Trinity. However, the Company continues to be frustrated by a combination of the poor state of India's property markets, our complicated relationship with the German funds managed by SachsenFonds and the inefficiencies of the Mauritian judicial system.
Against this backdrop, Trinity's net asset value declined by 7.3% to GBP17.2 million (8.2p per share) at 30 September 2015 from GBP18.6 million (8.8p per share) at 31 March 2015. The value of Trinity's share of investments declined by 6.7% to GBP13.6 million (6.4p per share), caused largely by the 7% depreciation of the Indian Rupee against Sterling during the first half of the financial year. Due to commercial sensitivities, Trinity does not publish the value of its individual investments in India. Most of Trinity's cash of GBP6.0 million (2.8p per share) is denominated in Sterling. The Company does not hedge its currency exposure.
During the first half of the year, total operating expenses amounted to GBP0.3 million, excluding performance-related fees which are payable or accrue only when investments are realised or shareholder distributions occur. This is consistent with the GBP0.7 million of comparable costs incurred in the financial year ended 31 March 2015 and currently equates to an annualised expense ratio of approximately 3.5%. The Board is cognisant of costs eroding the Company's value over time and, given the delays in selling investments, it reviews the appropriateness and level of all operating costs at each of its quarterly meetings. The complexity of Trinity's structure, with Mauritius and Indian holding/ joint venture companies and unresolved legal issues, complicates decisions to cut costs without prejudicing the value of our investments. Each member of the Board has assumed specific operational responsibilities over and above the usual fiduciary obligations of a director. Nevertheless, we remain alert to seeking opportunities to reduce operating costs.
This remainder of this report should be read in conjunction with that issued in the Annual Report for the year ended 31 March 2015, which can be found at www.trinitycapitalplc.com/wp-content-trc/uploads/2015-Annual-Report-Accounts.pdf. The prolonged stagnation in the property markets in Mumbai and Delhi is in stark contrast to the media reports of general optimism about the prospects for the Indian economy. Local real estate developers report difficulties in obtaining debt financing on appropriate terms. Although the Board is aware of firm interest in acquiring Trinity's interests in the Indian property companies, closure of transactions remains subject to buyers raising capital from third parties and agreeing acceptable contractual terms.
All three of Trinity's remaining investments are jointly owned with two funds managed by SachsenFonds and their partner, Deutsche Fonds Holding. Our negotiations with the German managers have reached the point where, absent significant further legal developments between us in Mauritius or elsewhere, a concerted joint effort could result in agreement in resolving all outstanding issues. The catalyst for such a final negotiation will be the provision of financing to the buyers of two of the three remaining assets in India and agreement on the terms of sale and purchase. Even so, shareholders will be aware of the history of the troubled relationship between Trinity and the German funds and we cannot rule out a sudden change of heart.
As reported in previous statements, we have identified a buyer of the mezzanine securities issued by BKC Realtors (formerly MK Malls) in which Trinity holds the entire beneficial interest. After more than a year of negotiations between SachsenFonds (who will retain control of the Mauritius holding company) and the buyer, the final terms have still not been agreed. The longer the delay until completion, the greater the danger that the financier will withdraw. If and when a sale of the securities is completed, the proceeds will remain trapped at the Mauritian holding company. We have valued this investment on the basis of the negotiated net sales proceeds on the assumption that the German funds will enter into a binding agreement and the lender will not withdraw.
The Lokhandwala group failed to complete the purchase of our Indian joint venture equity interest and their option expired. The promoter has so far been unable to sell other property assets to raise the money required to buy our interest. Significantly, however, since the end of the financial period, the authorities finally approved in-principle a one third increase in the height of the Minerva tower. The cost implications, planning restrictions and timing of issue of the detailed construction and other consents related to the new approval are unknown at present. However, the promoters hope that the increased attraction of the development will permit the group to refinance its debt and raise further capital. This remains a high risk venture, however. Aside from the availability and cost of finance, there is considerable uncertainty as to the achievable sales pricing of apartments in the (new higher value) upper floors of the building. Meanwhile, the management and financial resources at the Lokhandwala group are clearly stretched and recommencement of construction is dependent on raising finance.
At 30 September, Uppal IT continued to hold Rupees equivalent to approximately GBP7.3 million. There have been no significant developments on the Uppal IT investment during the past 6 months. Trinity's main focus has been the preservation of the cash held in India and avoiding decisions that could reduce the ability to repatriate capital to the Mauritius parent company. Remarkably, despite our petition made in 2013, the Mauritian courts have still not set a date to hear the creditor enforcement action initiated by our subsidiary against the Mauritian holding company of Uppal IT.
Indeed, no decision has so far been handed down by the Mauritian appellate court following the hearing held in July 2015 of the German funds' 2011 appeal of the Mauritius lower court decision to dismiss their claims against Trinity on jurisdictional grounds.
SKIL continues to ignore Trinity's claims in respect of the defaulted put option, which caused losses for our Mauritian subsidiary of INR 498.2 million (GBP5.0 million at the period end exchange rate). It is remarkable that SKIL's management team has such blatant disregard for the reputational damage they are inflicting on themselves. We continue to consider all options.
The provision of debt financing to buyers of our assets in India and agreement on contractual terms could eventually result in the settlement of all remaining issues involving Trinity in India and Mauritius. However, absent such developments, there remains ample scope for both the value of our investments and the relationship with SachsenFonds to deteriorate.
Martin M. Adams
Chairman
Consolidated Statement of Comprehensive Income
for the period ended 30 September 2015
Notes (unaudited) (unaudited) (audited)
6 Months to 30 Sept 2015 6 Months to 12 Months to
30 Sept 2014 31 Mar 2015
Restated* Restated*
GBP'000 GBP'000 GBP'000
----------------------------------------------- ------ --------------------------- --------------- ---------------
Fair value movement on investments 11 (972) 5,229 8,948
Net realised loss on disposal of investments - (7,742) (12,416)
Interest income from cash and cash equivalents 12 13 23
Foreign exchange (loss)/gain (2) (28) 20
----------------------------------------------- --------------------------- --------------- ---------------
Net investment loss (962) (2,528) (3,425)
----------------------------------------------- ------ --------------------------- --------------- ---------------
Investment management fees 10 (64) (60) (125)
Other administration fees and expenses 6 (317) (415) (739)
Total expenses (381) (475) (864)
----------------------------------------------- ------ --------------------------- --------------- ---------------
Loss before tax (1,343) (3,003) (4,289)
(MORE TO FOLLOW) Dow Jones Newswires
December 17, 2015 02:00 ET (07:00 GMT)
Taxation - - - ----------------------------------------------- ------ --------------------------- --------------- --------------- Loss for the period (1,343) (3,003) (4,289) ----------------------------------------------- ------ --------------------------- --------------- --------------- Other comprehensive income - - - Loss for the period (1,343) (3,003) (4,289) ----------------------------------------------- ------ --------------------------- --------------- --------------- Basic and diluted loss per share (pence) 8 (0.6) (1.4) (2.0) ----------------------------------------------- ------ --------------------------- --------------- ---------------
* See note 3
Consolidated Statement of Financial Position
at 30 September 2015
(unaudited) (audited)
30 Sept 31 Mar
(unaudited) 2014 2015
30 Sept
Notes 2015 Restated* Restated*
GBP'000 GBP'000 GBP'000
------------------------------- ------ ------------ -------------------- -----------
Non-current assets
Investments as at fair value
through profit or loss 11 13,562 16,119 14,534
------------------------------- ------ ------------ -------------------- -----------
Total non-current assets 13,562 16,119 14,534
------------------------------- ------ ------------ -------------------- -----------
Current assets
Trade and other receivables 1 108 3
Cash and cash equivalents 5,972 5,962 6,381
Prepayments 28 29 13
------------------------------- ------ ------------ -------------------- -----------
Total current assets 6,001 6,099 6,397
------------------------------- ------ ------------ -------------------- -----------
Total assets 19,563 22,218 20,931
------------------------------- ------ ------------ -------------------- -----------
Liabilities
Non-current liabilities
Provision for legal costs (2,000) (2,000) (2,000)
------------------------------- ------ ------------ -------------------- -----------
Total non-current liabilities (2,000) (2,000) (2,000)
------------------------------- ------ ------------ -------------------- -----------
Current liabilities
Trade and other payables (320) (346) (345)
------------------------------- ------ ------------ -------------------- -----------
Total current liabilities (320) (346) (345)
------------------------------- ------ ------------ -------------------- -----------
Total liabilities (2,320) (2,346) (2,345)
------------------------------- ------ ------------ -------------------- -----------
Net assets 17,243 19,872 18,586
------------------------------- ------ ------------ -------------------- -----------
Represented by:
Share capital 7 2,107 2,107 2,107
Capital redemption reserves 214 214 214
Distributable reserve 56,973 56,973 56,973
Retained reserves (41,884) (39,255) (40,541)
Other reserves (167) (167) (167)
------------------------------- ------ ------------ -------------------- -----------
Total equity 17,243 19,872 18,586
------------------------------- ------ ------------ -------------------- -----------
* See note 3
Net Asset Value per share
(pence) 13 8.2 9.4 8.8
These financial statements were approved by the Board on 16 December 2015 and signed on their behalf by
Stephen Coe Graham Smith Director Director
Consolidated Statements of Changes in Equity
for the period ended 30 September 2015
Capital
Redemption Distributable Retained Total Equity
Share Capital Reserves Reserve Reserves Other Reserves Restated*
GBP '000 GBP '000 GBP '000 GBP '000 GBP '000 GBP '000
---------------- -------------- ---------------- ---------------- ---------------- --------------- -------------
Balance at 1
April 2014 2,107 214 62,234 (36,252) (167) 28,136
Total
comprehensive
loss - - - (3,003) - (3,003)
Distribution - - (5,261) - - (5,261)
Balance at 30
September 2014 2,107 214 56,973 (39,255) (167) 19,872
---------------- -------------- ---------------- ---------------- ---------------- --------------- -------------
Balance at 1
April 2014 2,107 214 62,234 (36,252) (167) 28,136
Total
comprehensive
loss - - - (4,289) - (4,289)
Distribution - - (5,261) - - (5,261)
Balance at 31
March 2015 2,107 214 56,973 (40,541) (167) 18,586
---------------- -------------- ---------------- ---------------- ---------------- --------------- -------------
Balance at 1
April 2015 2,107 214 56,973 (40,541) (167) 18,586
Total
comprehensive
loss - - - (1,343) - (1,343)
Balance at 30
September 2015 2,107 214 56,973 (41,884) (167) 17,243
---------------- -------------- ---------------- ---------------- ---------------- --------------- -------------
* See note 3
Consolidated Statement of Cash Flows
for the period ended 30 September 2015
Notes (unaudited) (unaudited) (audited)
6 Months to 6 Months to 12 Months to
30 Sept 2015 30 Sept 2014 31 Mar 2015
Restated* Restated*
GBP'000 GBP'000 GBP'000
------------------------------------------------------ ------ -------------- --------------- ---------------
Cash flows from operating activities
Loss for the period (1,452) (2,776) (5,325)
Adjustments for:
Fair value movement on investments 11 1,081 (5,456) (7,912)
Interest income from cash and cash equivalents (12) (13) (23)
Movement in foreign exchange 2 28 (20)
Movement in performance fee provision - 642 -
Net realised loss on disposal of investments - 7,100 12,416
------------------------------------------------------ ------ -------------- --------------- ---------------
(381) (475) (864)
Changes in working capital
(Increase)/decrease in receivables (13) (88) 33
Decrease in payables (25) (701) (66)
Net cash used by operating activities (419) (1,264) (897)
------------------------------------------------------ ------ -------------- --------------- ---------------
Cash flows from investing activities
Interest received 12 13 23
(MORE TO FOLLOW) Dow Jones Newswires
December 17, 2015 02:00 ET (07:00 GMT)
Proceeds from disposal of investments 11 - 4,894 4,883 ------------------------------------------------------ ------ -------------- --------------- --------------- Net cash inflow from investing activities 12 4,907 4,906 ------------------------------------------------------ ------ -------------- --------------- --------------- Cash flows from financing activities Distributions 9 - (5,261) (5,261) Net cash outflow from financing activities (5,261) (5,261) ------------------------------------------------------ ------ -------------- --------------- --------------- Net decrease in cash and cash equivalents (407) (1,618) (1,252) Cash and cash equivalents at the start of the period 6,381 7,613 7,613 Effect of foreign exchange fluctuation on cash held (2) (33) 20 Cash and cash equivalents at the end of the period 5,972 5,962 6,381 -------------------------------------------------------------- -------------- --------------- ---------------
* See note 3
Notes to the Financial Statements
for the period ended 30 September 2015
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 Alternative Investment Market (AIM) of the London Stock Exchange.
The Company and its subsidiaries (together the "Group") invest in real estate and real estate related entities in India, primarily in commercial development in the office and business space, residential, retail, hospitality and infrastructure sectors deriving returns from development, long-term capital appreciation and income. Following a decision of the shareholders in March 2009, the Company's investment policy is to dispose of all of its existing assets in an orderly fashion and promptly, but having due regard to all applicable legal, governmental and regulatory restraints and with a view to maximising Shareholder value.
The Group has no employees.
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 2015.
The consolidated financial statements of the Group as at and for the year ended 31 March 2015 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 16 December 2015.
3. Significant accounting policies
The accounting policies applied in these interim financial statements, except for the ones listed below, are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 March 2015.
There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact to the Company.
a) Change in accounting policy
The Company has adopted the following standards and amendments to IFRS:
IFRS 10 'Consolidated Financial Statements'. The standard builds on existing principles for the presentation and preparation of consolidated financial statements and provides additional guidance to determine control where it is difficult to assess.
IFRS 12, 'Disclosures of Interests in Other Entities'. The standard requires disclosure for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles.
Investment Entities (Amendments to IFRS 10, IFRS 11, IFRS 12 and IAS 27). The amendments define an investment entity and introduce an exception to consolidating particular subsidiaries of investment entities and instead require those subsidiaries to be measured at fair value through profit or loss in accordance with IAS 39.
In accordance with the above, the Board has concluded that the Company meets the definition of an investment entity because the Company has the following characteristics:
(a) The Company has obtained funds for the purpose of providing investors with investment management services.
(b) The Company's initial Investing Policy, which was communicated directly to investors, is investment solely for returns from capital appreciation and investment income.
(c) The performance of investments are measured and evaluated on a fair value basis.
As a result, the Company has changed its accounting policy for its subsidiaries to measure them at fair value through profit or loss. Before adoption of the amendments, the Company consolidated the subsidiaries.
The investments - designated at fair value through profit or loss has changed due to subsidiaries that were historically consolidated now being accounted for as financial assets or liabilities at fair value through profit or loss. As the Company's interest in its subsidiaries is now reported at fair value the share of equity attributable to non-controlling interests no longer exists. The change in the accounting policy resulted in no change in net assets attributable to equity holders of the Company.
In accordance with the transitional provisions of the amendments, the Company has applied the new accounting policy retrospectively and restated the comparative information for the year ended 31 March 2015 and the 6 months ended 30 September 2014 retrospectively.
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 for the year ended 31 March 2015.
5. Financial risk management policies
The principal risks and uncertainties are consistent with those disclosed in preparation of the Group's annual financial statements for the year ended 31 March 2015.
6. Other administration fees and expenses
(unaudited) (unaudited) (audited)
6 Months to 6 Months to 12 Months to
30 Sept 2015 30 Sept 2014 31 Mar 2015
GBP'000 GBP'000 GBP'000
-------------------------- --------------- --------------- ---------------
Administration fees 72 76 162
Audit fees 11 28 53
Directors' fees 86 154 239
Insurance 18 19 38
Legal fees 38 21 41
NOMAD & Broker 21 21 42
Valuation fees 19 19 32
Other professional costs 33 18 53
Other costs 19 59 79
317 415 739
-------------------------- --------------- --------------- ---------------
7. Share capital
The authorised share capital at 30 September 2015 and 31 March 2015 and the issued and fully paid share capital at the same dates were as follows:
Authorised Issued and fully paid
No. of Shares GBP No. of Shares GBP
Ordinary shares of GBP0.01 each 416,750,000 4,167,500 210,432,498 2,104,325
Deferred shares of GBP0.01 each 250,000 2,500 250,000 2,500
417,000,000 4,170,000 210,682,498 2,106,825
--------------------------------- -------------- ---------- -------------- ----------
8. Loss per share
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