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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Jade Road Investments Limited | AQSE:JADE.GB | Aquis Stock Exchange | Ordinary Share | VGG4S09E1053 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.20 | 0.15 | 0.25 | 0.20 | 0.20 | 0.20 | 0.00 | 06:59:38 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Dec 2022 to Dec 2024
TIDMJADE
RNS Number : 1453O
Jade Road Investments Limited
29 September 2023
29 September 2023
JADE ROAD INVESTMENTS LIMITED
(" Jade Road Investments ", " JADE ", the " Company " or the " Group ")
INTERIM CONSOLIDATED RESULTS FOR THE SIX MONTHSED 30 JUNE 2023
Jade Road Investments Limited (AIM: JADE), the London quoted pan-Asian diversified investment vehicle focused on providing shareholders with attractive uncorrelated, risk-adjusted long-term returns, is pleased to announce its interim results for the six months ended 30 June 2023.
Financial Highlights:
-- Total income decreased to US$0.59 million and was derived from interest income as dividend income from investees, as opposed to interest income from Jade's own cash (H1 2022: US$1.56 million).
-- Net loss of $ 1.4 million (H1 2022: US$ 1.02 million profit).
-- Consolidated basic / diluted loss per share of US$ 0.75 cents (H1 2022: profit per share US$ 0.88 cents).
-- Consolidated NAV at 30 June 2023 increased by 3% to US$ 15.46 million/GBP 12.69 million (31 December 2022: US$15.13 million/GBP 12.4 million).
-- NAV per share at 30 June 2023 US$ 0.05 (GBP 0.04) (31 December 2022: US$0.13 / GBP 0.11 ). -- Period end cash position of US$ 0.1 million (31 December 2022 : US$ 0.3 million).
Investment and Operational Highlights:
-- Future Metal Holdings Limited ( "Future Metal ")
o Pursuant to its latest Investment Policy, the Company has been actively seeking divestment opportunities for this asset.
o In August 2023, the Quarry successfully renewed its mining licence for another two years, which extended the validity period to August 2025. As the Quarry's mining zone covers secondary forestland for public welfare and farming land, the mining zone is narrowed down from 2.3 square kilometres to 1.7 square kilometres. However, the mineral reserves of the Quarry have not been negatively impacted.
o As of the release of this interim report, the Company is finalising the share purchase agreement and other transaction documents with the local buyer.
Hot Features
Premium
-- Meize Energy Industries Holdings Limited (" Meize ")
o The Company is seeking a full divestment concerning the remaining Series B preferred shares it holds after the successful completion of the partial divestment in August 2022
o As of Q2 2023, as customer contracts were secured, Meize's Xinjiang Plant produced 840 wind turbines and its Inner Mongolia Plant produced 360 wind turbines.
o Based on Meize's management team's estimation, the total output value of Meize would amount to USD21.0MM by the end of 2023.
-- DocDoc Pte Ltd (" DocDoc ")
o DocDoc is an asset-light and intellectual property-heavy pan-Asian insurance fintech company.
o DocDoc's management team aims to generate SGD5MM from gross insurance premiums in Singapore by the end of 2023, which would be first revenues for the business.
-- Outlook:
o Future investments will be made in asset backed income-generating investments as the Company disposes of all of its legacy Asia-based assets and your Board hopes to be able to make further announcements on this in the near future.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Jade Road Investments Limited +44 (0) 778 531 5588 John Croft WH Ireland Limited - Nominated Adviser +44 (0) 20 7220 1666 James Joyce Andrew de Andrade Hybridan LLP - Corporate Broker +44 (0) 203 764 2341 Claire Noyce Lionsgate Communications - Communications Adviser +44 (0) 779 189 2509 Jonathan Charles
About Jade Road Investments
Jade Road Investments Limited is quoted on the AIM Market of the London Stock Exchange and is committed to providing shareholders with attractive uncorrelated, risk-adjusted long-term returns from a combination of realising sustainable capital growth and delivering dividend income.
The Company is focused on asset-backed and revenue-generating investment opportunities which will provide more certainty when predicting future cash flow. This allows the Company to plan an appropriate dividend policy in due course. It is believed that this will allow for the optimal delivery of shareholder value in the form of the payment of a safe, consistent dividend yield at an attractive spread to other yielding options, while growing the underlying capital base of the Company.
The Company's investment manager, Harmony Global Partners Limited ("Harmony Capital"), will advise the Board and the Company on the orderly disposal of the legacy portfolios and advise on any proposed new investments to be made in accordance with the Company's new Investment Policy recently approved by shareholders.
Harmony Capital shall, subject to the overall supervision and control of the Board, also undertake general administrative, investor relations, marketing, portfolio management and risk management functions for the Company.
Chairman's Statement
As mentioned in my statement in our 2022 Annual Results, 2023 is a year of ongoing transition for the Company as it moves away from its previous focus on Asia to a more geographically diverse investment strategy characterised by investing in a portfolio of high yielding assets with a low correlation to most markets or major asset classes.
In February of this year, the Company announced the completion of an equity fundraise which was underwritten in its entirety by Heirloom Investment Management LLC ("HIM"). The gross placing amount for this fundraise was $1,750,000.
In line with its new amended investment strategy, the Company then announced in April that it had invested USD500,000 in Heirloom Investment Fund SPC - Heirloom Fixed Return Fund SP, managed by HIM.
The new fund is geographically diverse with low correlation to most markets or major asset classes, such as equities, fixed income and real estate. Current themes include asset-backed lending, equipment leasing, agriculture (farm business), niche real estate (US single family rental), infrastructure, litigation finance and music royalties.
An important element of transitioning the Company away from its previous Asian focus is to actively seek buyers for its legacy assets. In order to support this, the remuneration fee structure for the Company's Investment Manager Harmony Capital has been changed to comprise of a sharply reduced fixed annual management fee of US$350k, alongside an incentive fee structure for asset disposals. Incentive fees in this regard are only payable after a minimum net sales value of US$6m has been reached.
Progress on asset disposals has inevitably been slow, given their common characteristics of being essentially private equity in nature. However, the Investment Management team have been working closely with all our major assets with a view to finding suitable exits, and I am hopeful that announcements on some core asset disposals can be made during this year.
An equity fundraise of $1,050,000 was also completed in September 2023 with new shares placed at a significant premium to the Company's then share price.
Finally, on behalf of the board, I would like to extend my thanks to all of our shareholders for your continued support.
The principal assets as of 30 June 2023 are detailed below:
Principal Effective Instrument Valuation Credit Cash Equity Fair Provision Valuation
assets interest type at 31 income receipts investment/ value US$ at 30
% December US$ US$ other adjustment million June
2022 million million movement US$ million 2023
US$ US$ million US$
million million
Future
Metal
Holdings Structured
Limited 84.8 Equity 5.3 0.3 - - - (0.3) 5.3
Meize Energy Redeemable
Industrial convertible
Holdings preference
Ltd 6.3 shares 8.8 - - - - - 8.8
DocDoc Convertible
Pte Ltd - Bond 2.8 0.1 - - - (0.1) 2.8
Infinity
Capital Secured
Group - Loan Notes 1.4 0.2 - - - (0.2) 1.4
Heirloom
Investments - - - 0.5 - - - 0.5
Project
Nicklaus - 1.8 - - - (0.1) - 1.7
Corporate
debt - (3.9) - - - - - (3.9)
Other
liabilities - (1.4) - - 0.2 - - (1.2)
Cash 0.3 - 1.7 (1.9) - - 0.1
Total N et Asset
Value 15.1 0.6 2.2 (1.7) (0.1) (0.6) 15.5
-------------------------- ------------ ---------- --------- --------- ------------ ------------ ---------- ----------
Future Metal Holdings Limited ("FMH")
Our largest asset by value is the dolomite quarry project ("Quarry") in China, Future Metal Holdings Limited ("FMHL"), which was previously known as Hong Kong Mining Holdings. The Company has an 85% shareholding in FMHL.
JADE has been exploring the option of a partial or full exit of this investment by actively engaging with interested parties on the ground in the Shanxi Province as well as with brokers in Mainland China, Hong Kong and Singapore.
Including loan disbursements provided by the Company to FMHL and its subsidiaries and accrued PIK interest, the estimated fair value of the Company's investment is US$ 5.3 million as of 30 June 2023. Due to the potential exit of this investment, in order to be prudent, the company has decided to apply a 100% provision against the income expected from FMHL.
Meize Energy Industries Holdings Limited ("Meize")
Swift Wealth Investments Limited, a 100% (2019: 100%) owned subsidiary of the Company incorporated in the British Virgin Islands, held a 7.2% stake in Meize through a redeemable preference share structure.
Meize is a privately owned company that designs and manufactures blades for both onshore and offshore wind turbines.
In June 2022, the Company entered into a share purchase agreement for 112,500 shares of the Series B Preferred Equity in Meize for consideration of USD1.2 million. The transaction price implies a valuation of USD10.0 million for the Company's investment in Meize.
The partial divestment was completed by the end of August 2022. The Company held approximately 6.3% interest in Meize post this divestment.
As of 30 June 2023, the Company's interest in Meize had a fair value of US$ 8.8 million based on an implied valuation following the divestment of 112,500 shares.
DocDoc Pte Ltd. ("DocDoc")
DocDoc is a Singapore-headquartered online network of over 23,000 doctors, 600 clinics, and 100 hospitals serving a wide array of specialities. It uses artificial intelligence, cutting-edge clinical informatics, and proprietary data to connect patients to doctors which fit their needs at an affordable price.
DocDoc pivoted its business model to become a "Neo Insurer" and attempts to partner with insurance companies to enhance their policy offerings. DocDoc is working to offer fully-digitised insurance products to consumers or businesses, exclusively through digital channels, with end-to-end digital service delivery. These offerings will include quoting, binding, issuing of policies, documentation, proof of insurance, electronic billing, payment and real time policy management all digitally.
As of 30 June 2023, the carrying value of the Convertible Bond was US$ 2.8 million. An annual coupon of 8% (4.0% cash and 4% Payment-in-Kind was converted to 8% Payment-in-Kind).
In order to be prudent, the company has decided to apply a 100% provision to the income expected from DocDoc.
Infinity Capital Group Limited ("ICG")
Ultimate Prosperity Limited, a 100% owned subsidiary of the Company incorporated in the British Virgin Islands, holds a Secured Loan to ICG.
ICG develops premium residential projects in Hirafu Village, a world-class ski village in Niseko, Japan - one of the most popular winter travel destinations in the world.
As the COVID-19 pandemic continues to impact Japan and the Hokkaido region, ICG has been working closely with the local management to monitor the domestic property market and the local market's response to the pandemic, including construction project planning and potential movements in property prices.
As of 30 June 2023, the carrying value of the Secured Loan was US$ 1.4 million. The Company has decided to escalate its efforts to ensure an exit from this position including taking legal action while also pursuing consensual avenues. Due to the planned exit of this investment, in order to be prudent, the company has decided to apply a 100% provision against the income expected from ICG.
John Croft
Chairman
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Year ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
Note US$000 US$000 US$000
Income from unquoted
financial assets 588 580 1,174
Finance income from
loans - 679 1,359
Gain on disposal - 300 300
Gross portfolio income 4 588 1,559 2,833
Fair value changes on
financial assets at
fair value through profit
or (loss) (101) 737 (47,409)
Investment provisions 4 (588) (3) (6,003)
------------ ----------- ------------
Net portfolio income/(loss) 4 (101) 2,293 (50,579)
Management fees 13 (376) (674) (1,200)
Incentive fees - - 158
Administrative expenses (639) (344) (763)
Operating profit/(loss) (1,116) 1,275 (52,384)
Finance expense (273) (259) (520)
Profit/(loss) before
taxation (1,389) 1,016 (52,904)
------------ ----------- ------------
Taxation 5 - - -
Profit/(loss) and total
comprehensive expense
for the period (1,389) 1,016 (52,904)
============ =========== ============
Earnings per share 7
(0.75) (45.89)
Basic cents 0.88 cents cents
============ =========== ============
(0.75) (45.89)
Diluted cents 0.76 cents cents
============ =========== ============
The results above relate to continuing operations.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
Note US$000 US$000 US$000
----------------------------- ----- ----------- ------------ --------------
Assets
Unquoted financial assets
at fair value through
profit or loss 8 18,708 67,344 18,227
Loans and other receivables 9 1,721 6,347 1,769
Cash and cash equivalents 100 437 321
Total assets 20,529 74,128 20,317
----------- ------------ --------------
Liabilities
Other payables and accruals 1,209 1,257 1,334
Current liabilities 1,209 1,257 1,334
----------- ------------ --------------
Loans & borrowings 10 3,873 3,827 3,859
----------- ------------ --------------
Total liabilities 5,082 5,084 5,193
----------- ------------ --------------
Net assets 15,447 69,044 15,124
=========== ============ ==============
Equity and reserves
Share capital 11 150,615 148,903 148,903
Treasury share reserve 11 (615) (615) (615)
Share based payment reserve 2,936 2,936 2,936
Accumulated losses (137,489) (82,180) (136,100)
----------- ------------ --------------
Total equity and reserves
attributable to owners
of the parent 15,447 69,044 15,124
=========== ============ ==============
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
Treasury based
Share share payment Accumulated
capital reserve reserve losses Total
US$000 US$'000 US$000 US$000 US$000
Group balance at 1
January 2022 148,903 (615) 2,936 (83,196) 68,028
Profit for the period - - - 1,016 1,016
Other comprehensive
income - - - - -
--------- --------- --------- ------------ ---------
Total comprehensive
income for the period - - - 1,016 1,016
Group balance at
30 June 2022 148,903 (615) 2,936 (82,180) 69,044
--------- --------- --------- ------------ ---------
Loss for the period - - - (53,920) (53,920)
Other comprehensive
income - - - - -
--------- --------- --------- ------------ ---------
Total comprehensive
income for the period - - - (53,920) (53,920)
Group balance at 31
December 2022 and
1 January 2023 148,903 (615) 2,936 (136,100) 15,124
--------- --------- --------- ------------ ---------
Loss and total comprehensive
expense for the period - - - (1,389) (1,389)
Total comprehensive
income for the period - - - (1,389) (1,389)
Issue of shares net
of issue costs 1,712 - - 1,712
Group balance at
30 June 2023 150,615 (615) 2,936 (137,489) 15,447
========= ========= ========= ============ =========
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Year ended
30-Jun 30-Jun 31 December
2023 2022 2022
Unaudited Unaudited Audited
US$'000 US$'000 US$'000
------------------------------------- ----------- ----------- ------------
Cash flow from operating activities
(Loss) / Profit before taxation (1,389) 1,016 (52,904)
Adjustments for:
Finance income - (679) (1,359)
Finance expense 273 259 520
Exchange loss 84 29 83
Fair value changes on unquoted
financial assets at fair value
through profit or loss 19 (2,043) 47,074
Share-based expenses - - -
Fair value changes on loans
and receivables at fair value
through profit or loss - 679 5,059
Realised (gain) on disposal
of investments - (300) (300)
Increase/(Decrease) in other
receivables (35) (21) 28
Increase/(Decrease) in other
payables and accruals (127) 247 325
----------- ----------- ------------
Net cash used in operating
activities (1,175) (812) (1,477)
----------- ----------- ------------
Cash flow from investing activities
Sale proceeds of unquoted financial
assets at fair value through
profit or loss - 400 1,200
Purchase of unquoted financial
assets at fair value through
profit and loss (500) - -
Net cash generated from investing
activities (500) 400 1,200
----------- ----------- ------------
Issue of Shares 1,712 - -
Payment of interest on loans
and borrowings (259) - (228)
----------- ----------- ------------
Net cash generated used in
financing activities 1,453 - (228)
----------- ----------- ------------
Net (decrease) in cash & cash
equivalents during the period (222) (412) (505)
Cash and cash equivalents and
net debt at the beginning of
the period 321 848 848
Foreign exchange on cash balances 1 1 (22)
Cash & cash equivalents and
net debt at the end of the
period 100 437 321
=========== =========== ============
NOTES TO THE FINANCIAL INFORMATION
1. CORPORATE INFORMATION
The Company is a limited company incorporated in the British Virgin Islands ("BVI") under the BVI Business Companies Act 2004 on 18 January 2008. The address of the registered office is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG 1110 and its principal place of business is 19/F., CMA Building, 64 Connaught Road Central, Central, Hong Kong.
The Company is quoted on the AIM Market of the London Stock Exchange (code: JADE) and the Quotation Board of the Open Market of the Frankfurt Stock Exchange (code: 1CP1).
The principal activity of the Company is investment holding. The Company is principally engaged in investing primarily in unlisted assets in the areas of mining, power generation, health technology, telecommunications, media and technology ("TMT"), and financial services or listed assets driven by corporate events such as mergers and acquisitions, pre-IPO, or re-structuring of state-owned assets.
The condensed consolidated interim financial information was approved for issue on 29 September 2023.
2. BASIS OF PREPARATION
The condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" and presented in US Dollars.
3. PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated interim financial information has been prepared on the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities at fair value through the income statement.
The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 30 June 2023 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2022 and are those the Group expects to apply into financial statements for the year ending 31 December 2023. There was no impact on the Company's accounting policies as a result of any new or amended standards which became applicable for the current accounting period.
The seasonality or cyclicality of operations does not impact the interim financial information.
4. SEGMENT INFORMATION
The operating segment has been determined and reviewed by the Board to be used to make strategic decisions. The Board considers there to be a single business segment, being that of investing activity.
The reportable operating segment derives its revenue primarily from debt investment in several companies and unquoted investments.
The Board assesses the performance of the operating segments based on a measure of adjusted Earnings Before Interest, Taxes, Depreciation and Amortisation ("EBITDA"). This measurement basis excludes the effects of non-recurring expenditure from the operating segments such as restructuring costs. The measure also excludes the effects of equity-settled share-based payments and unrealised gains/losses on financial instruments.
The segment information provided to the Board for the reportable segment for the periods are as follows:
Six months ended Year ended
30 June 30 June 31 December
2023 2022 2022
US$000 US$000 US$000
Income on unquoted financial
assets 588 580 1,174
Financial income on loans
& receivables - 679 1,359
Gain on disposal - 300 300
Gross portfolio income 588 1,559 2,833
--------- -------- ------------
Expected credit loss
provision (588) (3) (6,003)
Foreign exchange (101) (84) (113)
Equity fair value adjustments - 821 (47,296)
Portfolio income through
profit or loss (101) 2,293 (50,579)
--------- -------- ------------
Net assets:
FMHL 5,252 50,666 5,270
Meize 8,800 8,801 8,801
Other - - -
DocDoc 2,806 2,696 2,806
ICG 1,335 1,515 1,335
Infinity TNP - 3,650 -
Heirloom Investment Fund 500 - -
Other 15 16 15
--------- -------- ------------
Unquoted assets at fair
value through profit
or loss 18,708 67,344 18,227
Loans and other receivables
at fair value through
the profit or loss (third
party) 1,721 6,347 1,769
Cash 100 437 321
Liabilities (5,082) (5,084) (5,193)
Net assets 15,447 69,044 15,124
The impact of fair value changes on the investments in the portfolio are as follows:
Six months ended Year ended
30 June 30 June 31 December
2023 2022 2022
US$000 US$000 US$000
Income on unquoted financial
assets through profit or
loss 588 580 1,174
Equity fair value adjustments:
* FMHL - (45,146)
* Meize - 1,500 1,500
* DocDoc - - -
* Infinity Capital Group - - -
* Infinity TNP - - (3,650)
--------- -------- ------------
- 1,500 (47,296)
--------- -------- ------------
Realised Gain - - 300
Expected credit loss provision:
- ICG (112) (3) (363)
- FMHL (300) - (581)
- DocDco (176) - -
Foreign exchange on unquoted
financial assets at fair
value through profit or
loss (19) (34) (8)
Total fair value changes
on financial assets at
fair value through profit
or loss (19) 2,043 (46,774)
========= ======== ============
5. TAXATION
The Company is incorporated in the BVI and Hong Kong. The Company is not subject to any income tax in the BVI. The Company does not engage in any business activities or generate income in Hong Kong; therefore it is not subject to taxation in Hong Kong.
6. DIVID
The Board does not recommend the payment of an interim dividend in respect of the six months ended 30 June 2023 (30 June 2022: Nil).
7. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share attributable to owners of the Group is based on the following:
Six months ended Year ended
30 June 30 June 31 December
2023 2022 2022
US$000 US$000 US$000
Numerator
Basic/Diluted: Net (loss) / profit (1,389) 1,016 (52,904)
--------- -------- ------------
Number of shares
'000 '000 '000
Denominator
Basic: Weighted average shares 185,008 115,278 115,278
Dilutive effect of warrants - 17,568 -
Diluted: Adjusted weighted average shares 185,008 132,846 115,278
--------- -------- ------------
Earnings per share
Basic (cents) (0.75) 0.88 (45.89)
Diluted (cents) (0.75) 0.76 (45.89)
For the year ended 31 December 2022 and the period ending 30 June 2023, the warrants issued to the Investment Manager were anti-dilutive and therefore there is no impact on the weighted average shares in issue. 1,002,333 warrants were issued during the current period ending 30 June 2023.
8. UNQUOTED FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
30 June 30 June 31 December
2023 2022 2022
US$000 US$000 US$000
At the beginning of the period 18,227 66,202 66,202
Fair value changes through
profit and loss 569 2,045 (46,131)
Expected credit loss provision
through profit and loss (588) (3) (944)
Realised gain - - 300
Disposals - (900) (1,200)
Additional investment 500 - -
At the end of the period 18,708 67,344 18,227
======== ======== ============
On 5 April 2023, the Company invested $500,000 in Heirloom Investment Fund SPC which provides a diversified portfolio of asset backed and / or income producing investments target to deliver a risk-adjusted return over the long term across geographically diverse assets. The investment is expected to provide a fixed yield of 6% per annum, contingent on the performance of the underlying investments.
9. LOANS AND OTHER RECEIVABLES AT FAIR VALUE THROUGH PROFIT OR LOSS
30 June 30 June 31 December
2023 2022 2022
US$000 US$000 US$000
At the beginning of the
period 1,769 5,556 5,556
Additions - Meize consideration - 800 -
Fair value changes through
profit and loss (48) (688) (87)
Expected credit loss provision
through profit and loss - - (5,059)
Finance income on loans - 679 1,359
At the end of the period 1,721 6,347 1,769
======== ======== ============
Note 30 June 30 June 31 December
2023 2022 2022
US$000 US$000 US$000
Due in respect of Meize - 800 -
divestment
Other receivables 1,721 5,547 1,769
Total loans and borrowings 1,721 6,347 1,769
======== ======== ============
Loans represent the Convertible Bond issued by Fook Lam Moon Holdings plus accrued interest. The Group has assessed the recoverability of Loans in accordance with its policy, and at year-end 31 December 21 applied a 100% provision against this investment such that the carrying value of the Convertible Bond was US $0 .0m. The circumstances remain unchanged as at 30 June 2023. No bond interest receivable has been recognised during the period .
The breakdown of Loans is as follows:
30 June 30 June 31 December
2023 2022 2022
US$000 US$000 US$000
Loan principal 26,500 26,500 26,500
Accrued PIK interest 2,248 1,966 2,248
Accrued interest payable in
cash 3,070 2,672 3,070
Fair Value Adjustments - Principal (26,500) (26,500) (26,500)
Fair Value Adjustments - Accrued
Interest (5,318) (4,638) (5,318)
--------- --------- ------------
Net loans receivable - - -
========= ========= ============
10. LOANS AND BORROWINGS
30 June 30 June 31 December
2023 2022 2022
US$000 US$000 US$000
Corporate debt 3,873 3,827 3,859
Total loans and borrowings 3,873 3,827 3,859
======== ======== ============
The movement in loans and borrowings is as follows:
30 June 30 June 31 December
2023 2022 2022
US$000 US$000 US$000
Opening balance 3,859 3,568 3,568
Borrowing costs amortised - 31 52
Interest expense accrued 273 228 467
Payment of interest liability (259) - (228)
Closing balance 3,873 3,827 3,859
======== ======== ============
11. SHARE CAPITAL
Number
of Amount
Shares US$000
Issued share capital excluding treasure
shares at 31 December 2022 115,277,869 148,288
Shares issues in the period 201,996,350 1,712
------------ --------
Issued share capital excluding treasure
shares at 30 June 2023 317,274,219 150,000
------------ --------
Consisting of:
Authorised, called-up and fully paid
ordinary shares of no-par value each
at 30 June 2023 319,922,023 150,615
Authorised, called-up and fully paid
ordinary shares of no-par value held
as treasury shares by the Company at
30 June 2023 (2,647,804) (615)
(i) Under the BVI corporate laws and regulations, there is no concept of "share premium", and all proceeds from the sale of no-par value equity shares are deemed to be share capital of the Company.
12. FINANCIAL INSTRUMENTS
Financial assets
As at As at As at
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Unquoted financial assets
at fair value 18,708 67,344 18,227
Other receivables at fair
value 1,659 6,291 1,738
Cash and cash equivalents
at amortised cost 100 437 321
--------- --------- -------------
Financial assets 20,467 74,073 20,286
========= ========= =============
Financial liabilities
As at As at As at
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Other payables and accruals
at amortised cost 1,209 1,257 1,334
Corporate debt at amortised
cost 3,873 3,827 3,859
--------- --------- -------------
Financial liabilities 5,082 5,084 5,193
========= ========= =============
The corporate debt reached maturity in October 2022. The Company has not yet realized sufficient funds from its current program of legacy asset disposals to redeem these bonds. In December 2022 the Company agreed an extended maturity of the loan notes issued to 31 December 2023 and an increased interest rate of 15% from December 2022. The interest rate payable on the principal amount of the loan notes will increase to 16% per annum where US$1.8m or more of the principal amount remains outstanding by 30 June 2023. The interest payment due on 30 June 2023 was not made and the Company agreed with bondholders to increase the interest rate between 1 July 2023 and 14 August 2023 to 18%. As the interest payment was not made by 14 August 2023, the interest rate will continue at 18% until such payment is made.
Financial assets at fair value through profit or loss
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1, 2 or 3 based on the degree to which the fair value is observable:
Note As at As at As at
30 June 30 June 31 December
2023 2022 2022
US$000 US$000 US$000
Level 3
Unquoted financial assets
at fair value 8 18,708 67,344 18,227
Other receivables at fair
value 9,14 1,721 6,291 1,769
20,429 73,635 19,996
There is no transfer between levels in the current period. Carrying values of all financial assets and liabilities are approximate to fair values. The value of level 3 investments has been determined using the yield capitalisation (discounted cash flow) method.
13. RELATED PARTY TRANSACTIONS
During the period under review, the Group entered into the following transactions with related parties and connected parties:
30 June 30 June 31 December
2023 2022 2022
Notes US$000 US$000 US$000
Remuneration payable to Directors 183 117 260
Harmony Capital
Management fee (i) 376 674 1,200
Incentive fee - - (158)
Amount due to Harmony Capital at period end 910 1,089 1,234
(i) Harmony Capital has been appointed as the Investment Manager of the Group. In prior years the management fee. was calculated and paid bi-annually in advance calculated at a rate of 0.875% of the net asset value of the Company's portfolio of assets at 30 June and 31 December in each calendar year. A new management fee was agreed in April 2023 reducing the annual management fee to $350,000 per annum and amending the incentive structure to encourage an orderly realization of value from the Company's existing portfolio.
14. EVENTS AFTER THE REPORTING PERIOD
On 26 July 2023 agreement was reached with the bondholders to waive rights to accelerate the US$10,000,000 12.5% fixed secured bond instrument resulting from the non-payment of interest due on Friday 14 July 2023. Interest will accrue on the bonds at an interest rate between 1 July 2023 and 14 August 2023 to 18%. As the interest payment was not made by 14 August 2023, the interest rate will continue at 18% until such payment is made.
15. COPIES OF THE INTERIM REPORT
The interim report is available for download from www.jaderoadinvestments.com.
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END
IR EASNNALFDEEA
(END) Dow Jones Newswires
September 29, 2023 02:00 ET (06:00 GMT)
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