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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Craven House Capital Plc | LSE:CRV | London | Ordinary Share | GB00BD4FQ360 | ORD USD1.00 |
| 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 | 0.176 | 0.20 | 0.00 | 08:00:02 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | -5.26M | -5.52M | -1.4274 | -0.14 | 772.72k |
From Apr 2019 to Apr 2024
TIDMCRV
RNS Number : 3354R
Craven House Capital PLC
27 February 2019
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
Craven House Capital Plc
("Craven House" or the "Company")
Unaudited Interim Report for the period ended 30 November 2018
INVESTMENT MANAGER'S REPORT FOR THE SIX MONTH PERIODED 30 NOVEMBER 2018
For the unaudited six months to 30 November 2018, Craven House Capital ended the period with a Net Asset Value of $21,426,000 which equates to $8.57 per share. This represents a decrease of $3,439,000 from the NAV reported at the year ending May 2018. This change was largely the result of mark-to-market prices of liquid securities we intend to hold for an extended period of time. During the period the company acquired a significant asset in the shares of IIU, Inc. This acquisition marks our first significant presence in the United States. As mentioned in previous communications we see the US as an attractive investment destination given the global investment markets and the current stage of the debt and business cycles. We remain concerned about asset values in emerging markets and Europe and have a current preference for smaller private and listed enterprises in North America. It remains a difficult environment for value investors, however, we have recently identified what we believe are pockets of opportunity.
Portfolio Update
The summary of the valuations of Craven's investment holdings as at the period end is as follows;
Hot Features
Premium
Investment Value at 30 Nov Value at 31
2018 May 2018
Shares in Craven Industrial Holdings
Plc $23,892,006 $26,993,468
Comprising:
Shares in DLC Holdings Corp. $6,491,893 $11,083,190
Shares in Qeton Ltd $1,551,814 $1,787,286
Shares in Craven House Angola LDA $8,903,150 $8,733,274
Shares in Craven House Capital
North America LLC $4,528,396 $2,677,994
Shares in Kwikbuild Corporation
Ltd $2,416,753 $2,711,724
DLC Holdings Corp. (TSX:DLC)
DLC Holdings Corp. is a primary investment subsidiary focused on agricultural related investments in Brazil and South Africa. As a micro-cap listed company, its share price can fluctuate significantly without any change to the intrinsic value of the company. Despite the shares trading recently at CAD $0.25 per share on significant volume, the shares closed the period at CAD $0.15 resulting in an accounting valuation significantly lower than the prior period. We remain highly confident in the long term value of DLC's current portfolio and in the listed platform providing a platform to consolidate other assets.
Craven House Angola LDA.
Craven House Angola is primarily engaged in the provision of working capital, as previously announced, to successful European and US entrepreneurs operating in Angola for many years. Oil revenues comprise the vast majority of Angola's foreign currency earnings and a multi-year weakness in the oil price has created a scarcity of foreign currency within the banking system. As a result, good companies have had to seek funding beyond the traditional banks to finance imports. We are fortunate to have good partners in Angola who have managed the difficult operating environment profitably. The recent peaceful transition of political power combined with higher oil prices have increased the likelihood of an economic recovery. While we believe this does not present a threat to our capital it is a threat to continued profitability and margins. Should capital controls be reduced or lifted our funds will no longer be needed by our partners. If this were to happen we would need to find an alternative opportunity to deploy capital or seek to expatriate funds. It is important to note that our investment success in Angola is primarily the result of an economic anomaly created by exogenous forces rather than business acumen or operational expertise.
INVESTMENT MANAGER'S REPORT FOR THE SIX MONTH PERIODED
30 NOVEMBER 2018
Qeton Ltd
Qeton is a trading company which specialises in the purchase of globally sourced products for importation into capital constrained economies. At present the focus is on consumer goods and industrial products into Angola where capital controls continue to add significant friction to funds flow and trade. Our relationship with on the ground operators in the region provide insights into the shifting market dynamics. The current economic and political situation remains positive for Qeton, however, this could change at any moment if the Kwanza becomes more freely convertible or capital controls are lifted entirely. Should this happen we would seek to repatriate capital from Angola for investment elsewhere.
Craven House Capital North America LLC
As mentioned above, the United States is becoming an investment focus for Craven House. Our holding in IIU, Inc. has been rewarding as is demonstrated by the transaction announced on January 17, 2019 with LM Funding America, Inc. Additionally, we are finding investment opportunities in small-cap and micro-cap listed securities traded on the NYSE and NASDAQ. These companies have largely been abandoned by investors as market dynamics have moved towards passive index funds and other structured products. Additionally, many US brokerages restrict shareholders buying shares trading at less than $5 or with a market capitalisation of under $50 million. We believe this presents significant opportunities as many of these very small listed companies are trading at a discount to their orderly liquidation value and/or intrinsic value.
Kwikbuild Corp.
As mentioned in previous communication we are bearish on South Africa given the political and economic climate. Our portfolio in South Africa is in the process of being liquidated and we intend to allocate the capital elsewhere. Fortunately, the bulk of our portfolio consists of debt secured by assets and the proceeds can be freely repatriated through the banking system unless further currency controls are enacted. This is not an insignificant risk given the state of the South African economy.
Reduction in Capital
We continue to move forward with the legal process to buy back Craven House shares for cancellation. However, given the current share price combined with the expected liquidity over then next year, we expect share buybacks to be a central aspect of our capital allocation process until such time as the share price closes the gap with the intrinsic value of the company. Craven House has consistently issued shares at a premium and will endeavour to buy back as many shares as are available at a discount. As highlighted in the May 2018 year-end accounts, the Board will continue to assess the value of the AIM quote and will provide any material updates to shareholders in due course.
Transaction after the end of period
After the period, Craven House announced a significant transaction with LM Funding America, Inc. (NASDAQ:LMFA) whereby LMFA would acquire IIU, Inc in a transaction which will likely result in Craven House becoming the controlling shareholder in the Nasdaq listed company. The conversion of funds due following the sale in common stock of LMFA requires shareholder approval from LMFA shareholders and is not certain. Should LMFA shareholder approval be granted, Craven House will have another listed subsidiary, with high market liquidity which could serve as a platform for further growth. The likely result will be that Craven House's primary holdings will be two subsidiary listed companies in LMFA and DLC Holdings with the balance of the portfolio comprised of African related assets concentrated in loan portfolios in Angola and South Africa and a trading company focused on the export of consumer and industrial products to Angola.
Desmond Holdings Ltd
Investment Manager to Craven House Capital Plc
For further information please contact:
Craven House Capital Plc Tel: 0203 286 8130 Mark Pajak www.Cravenhousecapital.com SI Capital Tel: 01483 413500 Broker Nick Emerson www.sicapital.co.uk SPARK Advisory Partners Limited Tel: 0203 368 3550 Nominated Adviser Matt Davis/Mark Brady www.Sparkadvisorypartners.com
About Craven House Capital:
The Company's Investing Policy is to invest in or acquire a portfolio of companies, partnerships, joint ventures, businesses or other assets globally in any geographic jurisdiction. The company will invest in both developed and developing markets providing long term patient capital and is often involved in special situations, restructuring, expansion and turn around investments in crisis and transitioning economies.
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2018
Six months ended Year Ended
30 Nov 2018 30 Nov 2017 31 May
2018
(Unaudited) (Unaudited) (Audited)
$'000 $'000 $'000
CONTINUING OPERATIONS
Changes in fair value (3,101) 42 590
Other operating income - - 3
Administrative expenses (339) (591) (988)
OPERATING LOSS (3,440) (549) (395)
Finance income 2 1 - -
------------ ------------ -----------
LOSS BEFORE INCOME TAX (3,439) (549) (395)
Income tax 3 - - -
------------ ------------ -----------
LOSS FOR THE PERIOD (3,439) (549) (395)
============ ============ ===========
Earnings per share expressed
In cents per share:
Basic and diluted 6 (137.61) (21.96) (15.80)
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2018
Six months ended Year Ended
30 Nov 2018 30 Nov 2017 31 May 2018
(Unaudited) (Unaudited) (Audited)
$'000 $'000 $'000
ASSETS
NON-CURRENT ASSETS
Investments at fair value
through
profit or loss 4 23,892 26,445 26,993
------------ ------------ ------------
23,892 26,445 26,993
------------ ------------ ------------
CURRENT ASSETS
Trade and other receivables 910 79 924
Cash and cash equivalents 27 96 213
------------ ------------ ------------
937 175 1,137
------------ ------------ ------------
TOTAL ASSETS 24,829 26,620 28,130
============ ============ ============
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 5 12,594 12,594 12,594
Share premium 25,128 25,128 25,128
Accumulated deficit (16,296) (13,011) (12,857)
------------ ------------ ------------
TOTAL EQUITY 21,426 24,711 24,865
------------ ------------ ------------
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 2,603 1,109 2,465
NON-CURRENT LIABILITIES
Loans and borrowings 7 800 800 800
------------ ------------ ------------
TOTAL LIABILITIES 3,403 1,909 3,265
------------ ------------ ------------
TOTAL EQUITY AND LIABILITIES 24,829 26,620 28,130
============ ============ ============
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2018
Called
up share Share Accumulated
capital premium deficit Total
$'000 $'000 $'000 $'000
Balance at 1 June
2017 12,594 25,128 (12,462) 25,260
Changes in equity
Issue of share capital - - - -
---------- ---------- -------------- ---------
Transactions with
owners 12,594 25,128 (12,462) 25,260
---------- ---------- -------------- ---------
Loss for the period - - (549) (549)
Balance at 30 November
2017 12,594 25,128 (13,011) 24,711
---------- ---------- -------------- ---------
Changes in equity
Issue of share capital - - - -
---------- ---------- -------------- ---------
Transactions with
owners 12,594 25,128 (12,462) 25,260
---------- ---------- -------------- ---------
Loss for the period - - (395) (395)
Balance at 31 May
2018 12,594 25,128 (12,857) 24,865
---------- ---------- -------------- ---------
Changes in equity
Issue of share capital - - - -
---------- ---------- -------------- ---------
Transactions with
owners 12,594 25,128 (12,857) 24,865
---------- ---------- -------------- ---------
Loss for the period - - (3,439) (3,439)
Balance at 30 November
2018 12,594 25,128 (16,296) 21,426
---------- ---------- -------------- ---------
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2018
Six months ended Year Ended
30 Nov 30 Nov 2017 31 May
2018 2018
(Unaudited) (Unaudited) (Audited)
$'000 $'000 $'000
Cash flows from operating activities
Loss before income tax (3,439) (549) (395)
Adjustments for non-cash items
Fair value movement arising on
investments 3,101 (42) (590)
Decrease/(increase) in trade and
other receivables 14 (4) (849)
Increase/(decrease) in trade and
other payables 137 (120) 1,236
Increase in loans and borrowings - 800 800
------------ ------------ -----------
Net cash (used)/generated by operating
activities
Cash flows from investing activities (187) 85 202
Acquisition of investments - - (2,500)
Proceeds from loan advances repaid - - 2,500
------------ ------------ -----------
Net cash used in investing activities - - -
Cash flows from financing activities
Interest received 1 - -
------------ ------------ -----------
Net cash from financing activities 1 - -
Net (decrease)/increase in cash
and cash equivalents (186) 85 202
Cash and cash equivalents at the
beginning
of the period 213 11 11
Cash and cash equivalents at the
end of the period 27 96 213
============ ============ ===========
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2018
1. ACCOUNTING POLICIES
General Information
Craven House Capital Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on the company information page. The Company is listed on the AIM Market of the London Stock Exchange (ticker: CRV).
The next annual financial statements of Craven House Capital Plc will be prepared in accordance with applicable International Financial Reporting Standards (IFRS) as adopted for use by the European Union. Accordingly, the interim financial information in this report has been prepared using accounting policies consistent with IFRS. IFRS are subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and there is an on-going process of review and endorsement by the European Commission. The financial information has been prepared on the basis of the IFRS that the directors expect to be applicable as at 31 May 2019.
The financial information has been prepared under the historical cost convention, except to the extent varied for fair value adjustments required by accounting standards, and in accordance with applicable International Financial Reporting Standards (IFRS) as adopted for use by the European Union. The principal accounting policies have been applied to all periods presented.
This financial information is unaudited and does not constitute statutory financial statements within the meaning of Section 434 of the Companies Act 2006. The financial statements of the Company for the year ended 31 May 2018, which were prepared in accordance with IFRS as adopted for use by the European Union, have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not include any statement under Section 498 of the Companies Act 2006.
This financial information is presented in United States dollar, rounded to the nearest $'000.
The directors do not propose the issuance of a dividend.
The interim financial information for the six months ended 30 November 2018 was approved by the directors on 27 February 2019.
Going concern
The Company has considerable financial resources. As a consequence, the directors believe that the Company is well placed to manage its business risks successfully. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial information.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2018
2. Finance income
Six months ended Year Ended
30 Nov 2018 30 Nov 2017 31 May
2018
(Unaudited) (Unaudited) (Audited)
$'000 $'000 $'000
Interest receivable 1 - -
1 - -
--------------- ------------ -----------
3. Taxation
No tax charges arose in the period or in comparative periods as a result of losses incurred.
4. Investments at fair value through profit or loss
Quoted equity Unquoted
investments equity investments
$'000 $'000 Total
$'000
At 1 June 2018 11,083 15,910 26,993
Fair value movement (4,591) 1,490 (3,101)
-------------- -------------------- --------
At 30 November 2018 6,492 17,400 23,892
-------------- -------------------- --------
Following a corporate restructuring undertaken during 2016, investments and loans were transferred from Craven House Capital Plc to its wholly owned subsidiary, Craven Industrial Holdings Plc. The revaluation outlined above therefore represents the valuation applied to the resulting investments held by Craven Industrial Holdings Plc or its subsidiaries as at 30 November 2018 and are described in further detail below.
Unquoted investments at 30 November 2018 have been measured on a Level 3 basis as no observable market data was available.
Shares in Craven Industrial Holdings Plc are valued at $23,892,006 representing a 100% holding. These have been valued based on the underlying investments within Craven Industrial Holdings Plc as at 30 November 2018. The value of Craven Industrial Holdings Plc is segmented across its principal investments as follows:
Shares in DLC Holdings Corp. are valued at $6,491,893 representing 13,676,700 common shares and 43,785,206 preferred shares, which are freely convertible into common shares. Shares in DLC Holdings Corp. are quoted on the Toronto Stock Exchange and were valued at $CAD 0.15 per share as at 30 November 2018.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2018
4. Investments at fair value through profit or loss (continued)
Shares in Qeton Ltd are valued at $1,551,814 representing a 50% holding.
This shareholding has been valued on an earnings multiple basis which
the directors consider represents the best indication of the fair
value at the period end. Qeton Ltd generated EBITDA earnings of EUR544,873
during the year to 30 November 2018. Shares in Qeton Ltd have been
valued at 5x EBITDA earnings. Qeton Ltd has no debt and no material
liabilities.
Shares in Craven House Angola LDA are valued at $8,903,150 representing
a 100% holding. This shareholding has been valued on the net assets
of Craven House Angola LDA, which the directors consider represents
the best indication of the fair value at the period end. The vast
majority of the net assets of Craven House Angola LDA comprise principal
and accrued interest on loan facilities made to companies operating
in Angola. As of 30 November 2018 all of these loans are performing
according to their contractual terms and have therefore been valued
at face value plus accrued interest. Craven House Angola LDA has no
debt and no material liabilities.
Shares in Craven House Capital North America LLC are valued at $4,528,396
representing a 100% holding. This shareholding has been valued on
the net assets of Craven House Capital North America LLC, which the
directors consider represents the best indication of the fair value
at the period end. The vast majority of the assets of Craven House
Capital North America LLC comprise shares in IIU, Inc and LM Funding
America, Inc. (Nasdaq: LMFA).
Shares in Kwikbuild Corporation Ltd are valued at $2,416,753 representing
a 97% shareholding. This valuation is based on the value of the net
assets of KwikBuild Corporation Ltd, which the directors believe represent
the best indication of the fair value at the period end. The vast
majority of the net assets of Kwikbuild Corporation Ltd comprise shares
in its wholly owned South African subsidiary, which are valued on
a net asset basis. The South African subsidiary's assets comprise
loan facilities, which are performing according to their contractual
terms and real-estate holdings valued on market-comparables. Kwikbuild
Corporation Ltd has no debt and no material liabilities.
5. Called up share capital
Authorised, issued and fully paid share capital as at 30 November
2018 are as follows:
Number Class: Nominal 30 Nov 31 May
Value 2018 2018
(Unaudited) (Audited)
$'000 $'000
2,499,039 Ordinary $1.00 2,437 2,437
77,979,412 Deferred GBP0.09 9,234 9,234
77,979,412 Deferred GBP0.009 923 923
---------------- --------------
12,594 12,594
================ ==============
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2018
5. Called up share capital (continued)
The aggregate nominal values of the ordinary and deferred shares
include exchange differences arising from the translation of shares
at historic rates and the translation at the rate prevailing at
the date of the change in functional currency.
The deferred shares carry no entitlement to receive notice of any
general meeting, to attend, speak or vote at such general meeting.
Holders are not entitled to receive dividends, and on a winding
up of the Company holders of deferred shares are entitled to a return
of capital only after the holder of each Ordinary share has received
a return of capital together with a payment of GBP1 million per
share. The deferred shares may be cancelled at any time for no consideration
by way of a reduction in capital.
In the year ended 31 May 2018, the Company extended the time scale
of 78,632 fully transferable exercisable warrants which were originally
issued in the year ended 31 May 2012. At the date of issue, the
warrants could be exercised on or before 30 June 2014, this period
has now been extended to 30 June 2020. The warrants are exercisable
at a price of $15.00 per share.
6. Earnings per share
The calculation of basic earnings per share is based on the loss attributable to the equity holders of $3,439,000 divided by the weighted average number of shares in issue during the period of 2,499,038 (six months ended 30 November 2017: loss of $549,000 and 2,499,039 shares; year ended 31 May 2018: loss of $395,000 and 2,499,038 shares).
Diluted earnings per share has not been disclosed as the inclusion of the unexercised warrants described in note 5 would be non-dilutive.
7. Convertible loan note
During the year ended 31 May 2018, the Company entered into a $800,000 convertible loan note by way of settlement of a supplier's outstanding fees in the sum of GBP600,000. The note holder, GEM Investments America, has the right to convert the note at any time prior to maturity.
The loan note bears no interest and has a five year term.
8. Related party disclosures
Craven Industrial Holdings Plc
During the period, the Company made a number of loans to its subsidiary Craven Industrial Holdings Plc. At the period end the outstanding balance of these loans was $41,364 (May 2018: $38,969).
Craven House Capital North America LLC
During the period, the Company received a repayment against loans from its subsidiary Craven House Capital North America LLC. At the period end the outstanding balance of these loans was $743,638 (May 2018: $793,629).
Craven House Angola LDA
During the period, there was no movement in the $896,781 loan balance outstanding between Company and its subsidiary Craven House Angola LDA.
Kwikbuild Corporation Ltd
During the period, the Company received a number of loans from its subsidiary Kwikbuild Corporation Ltd. At the period end the outstanding balance of these loans was $828,545 (May 2018: $785,294).
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2018
8. Related party disclosures (continued)
7Mobile LDA
During the period, the Company's subsidiary, Qeton Ltd, made sales totalling EUR320,300 to 7Mobile LDA. 7Mobile LDA shares a director with Craven House Capital Angola LDA. At the period end, amounts receivable by Qeton Ltd from 7Mobile LDA were EUR1,151,700 (May 2018: $1,485,747).
Desmond Holdings Limited
During the period the Company incurred management fees of $120,000 from Desmond Holdings Limited, the Investment Manager of the Company. It also received a loan of $75,000 from Desmond Holdings Limited, $25,000 of which was repaid before the period end. At the period end, included in trade and other payables is an amount of $572,400 due to Desmond Holdings Limited.
All amounts owed to related parties are interest free and repayable on demand.
9. Events after the reporting period
4 January 2019: The Company passed a resolution to extend its capital reduction program to include the cancellation of 155,958,824 deferred shares. This, along with the previously announced resolution to cancel up to $5,000,000 of ordinary common shares, is currently subject to approval by the High Court.
17 January 2019: The Company completed the sale of its wholly owned subsidiary, IIU Inc., to LM Funding America Inc. (NASDAQ: LMFA) for a consideration of c. $5.1 million.
The Interim Results for the six months ended 30 November 2018 will be available to download from the Company's website at: http://www.cravenhousecapital.com
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR QDLFLKLFZBBF
(END) Dow Jones Newswires
February 27, 2019 12:15 ET (17:15 GMT)
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