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OTM Ottoman

1.25
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
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 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Ottoman Fund Limited (The) Final Results (0949Y)

28/02/2017 3:27pm

UK Regulatory


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TIDMOTM

RNS Number : 0949Y

Ottoman Fund Limited (The)

28 February 2017

THE OTTOMAN FUND LIMITED (the "Company")

Final results for the year ended 31 August 2016

The Company is pleased to announce as follows its final results for the year ended 31 August 2016 together with the publication of its 2016 annual report and accounts, a full copy of which will shortly be available on the Company's website: www.theottomanfund.com.

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,

Net assets at fiscal year-end 2016 were GBP2.18 million (August 2015: GBP5.73 million). The decline in net assets is principally represented by the capital distribution of GBP2.7 million announced in February 2016 and net costs of approximately GBP850,000, including taxes and foreign exchange loses. It should be noted that net assets do not include any potential recoveries from the former CFO or the Mandalina company.

Since we last reported to shareholders on 17 November 2016, our lawyers in Turkey have managed to have dismissed one of the embezzler's claims against the Company. This is important for several reasons including that it brings us substantially closer to being able to wind up the Turkish subsidiaries. Following a very attenuated process over a period of many months, we are now majority shareholders in the Mandalina company and have called a shareholder meeting for the end of this month in order to obtain board representation. If successful this should be a substantial step in repatriating the Mandalina capital. My fellow director, Andrew Wignall, and I are preparing to give evidence in the criminal trial scheduled for 16 March 2017. We also continue our efforts to negotiate a return of the money Sinan Kalpakcioglu embezzled from our Turkish subsidiary companies.

We are hopeful that these efforts will achieve the desired result, enable the board to return additional capital to shareholders and wind up the Company.

I will report back to shareholders as soon as practicable.

John D. Chapman

Chairman

The Ottoman Fund Limited

28 February 2017

Directors' Report

The Directors submit their Report and the audited consolidated financial statements (the "Financial Statements") of The Ottoman Fund Limited (the "Company") and its subsidiaries (together, the "Group") for the year ended 31 August 2016. 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 Company's remaining assets are substantially cash balances. In addition, the Company has proceeded with legal actions in Turkey to recover remaining money taken without authorisation by the former Chief Financial Officer, totalling $1.35 million, and to recover a loan to Mandalina of EUR1.3 million, which was impaired in the prior year. There is no certainty as to the recoverability of any of these amounts.

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

It is not intended in normal circumstances that the Company will pay dividends on the shares.

The Directors do not recommend the payment of a dividend for the year ended 31 August 2016 (2015: nil). The consolidated statement of comprehensive income is set out on page 8 of this Annual Report and consolidated Financial Statements.

On 25 February 2016, the Group announced a return of capital to shareholders of approximately GBP2.7 million, or 2 pence per share. The payment date for the return of capital was 6 April 2016.

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.

Auditor

Baker Tilly Channel Islands Limited was appointed during the year and have expressed their willingness to continue in office. A resolution for their re-appointment will be considered at the next Annual General Meeting ("AGM").

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.

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 on page 27. John D Chapman (Executive Chairman), Antony Gardner-Hillman and Andrew Wignall all served as Directors throughout the year.

Shareholders' Interests (as at 31 August 2016)

 
 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 31 August 2016 the Company was aware of the following interests of 3% or more in the ordinary share capital of the Company:

 
                                               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 GBP125,000 for the year ended 31 August 2016 (2015: GBP150,000). 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. In addition to the above, during the prior year, Andrew Wignall was remunerated GBP25,000 and Antony Gardner-Hillman was remunerated GBP18,400 for additional services provided to the.

None of the directors have any interests in the Company's share capital.

Andrew Wignall

Director

The Ottoman Fund Limited

28 February 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.

So far as the Directors are aware, there is no relevant audit information of which the Group's auditors are unaware, and each Director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

By Order of the Board

Vistra Secretaries Limited

Secretary

28 February 2017

INDEPENT AUDITORS' REPORT TO THE MEMBERS OF THE OTTOMAN FUND LIMITED

We have audited the consolidated financial statements of The Ottoman Fund Limited (the "company" and together with its subsidiaries is referred to as the "Group") for the year ended 31 August 2016, which comprise the consolidated statement of financial position, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows, and related notes. The financial framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS) as adopted by the European Union.

This report is made solely to the company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991, as amended. Our audit work is undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of the Directors and Auditor

As explained more fully in the Statement of Directors' Responsibilities on page 5, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APBs) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition we read the other information contained in the annual report and consider whether it is consistent with the audited financial statements. If we become aware of any apparent misstatements or material inconsistencies with the financial statements, we consider the implications for our report. Our responsibilities do not extend to any other information.

Opinion on the financial statements

In our opinion, the financial statements:

-- give a true and fair view of the state of the Group's affairs as at 31 August 2016 and of its loss for the year then ended;

   --      have been properly prepared in accordance with IFRS as adopted by the European Union; and 

-- have been prepared in accordance with the requirements of the Companies (Jersey) Law, 1991 as amended.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:

   --      proper accounting records have not been kept; or 

-- proper returns adequate for our audit have not been received from branches not visited by us; or

   --      the financial statements are not in agreement with the accounting records and returns. 

Ewan John Spraggon

For and on Behalf of Baker Tilly Channel Islands Limited

Chartered Accountants

St Helier, Jersey

Date: 28 February 2017

 
Consolidated Statement of Comprehensive Income 
 For the year ended 31 August 2016 
                                                                 Year ended   Year ended 
                                                                  31 August    31 August 
                                                                       2016         2015 
                                                         notes          GBP          GBP 
Revenue 
Finance income                                           2(c)         3,819      152,581 
                                                                      3,819      152,581 
 
Operating expenses 
Management/advisory fee                                    4              -    (108,844) 
Other operating expenses                                   5      (961,844)  (1,249,170) 
Loan impairment                                            8              -    (973,069) 
Total operating expenses                                          (961,844)  (2,331,083) 
 
Foreign exchange gains                                     9        480,097    2,455,587 
(Loss)/gain before tax                                            (477,928)      277,085 
 
Tax charge                                                 6      (534,342)  (2,606,868) 
 
Loss for the year                                               (1,012,270)  (2,329,783) 
                                                                -----------  ----------- 
 
Other comprehensive income: 
Foreign exchange gain/(loss) on subsidiary translation              153,504  (1,159,163) 
 
Other comprehensive profit/loss for the year                        153,504  (1,159,163) 
                                                                -----------  ----------- 
 
Total comprehensive loss for the year                             (858,766)  (3,488,946) 
                                                                -----------  ----------- 
 
Loss attributable to: 
Equity shareholders of the Company                              (1,012,270)  (2,329,783) 
Minority interests                                                        -            - 
                                                                -----------  ----------- 
                                                                (1,012,270)  (2,329,783) 
                                                                -----------  ----------- 
 
Total comprehensive loss attributable to: 
Equity shareholders of the Company                                (858,766)  (3,488,946) 
Minority interests                                                        -            - 
                                                                -----------  ----------- 
                                                                  (858,766)  (3,488,946) 
                                                                -----------  ----------- 
 
Basic and diluted loss per share (pence)                 7(b)        (0.75)       (1.73) 
 

All items in the above statement derive from discontinuing operations.

The accompanying notes on pages 12 to 26 are an integral part of the financial statements.

 
Consolidated Statement of Financial Position 
 As at 31 August 2016 
                                                                As at 31       As at 31 
                                                             August 2016    August 2015 
                                                     notes           GBP            GBP 
Assets 
Non-current assets 
Loans and receivables                                  8               -              - 
                                                            ------------   ------------ 
                                                                       -              - 
Current assets 
Trade and other receivables                           11         138,491        212,499 
Cash and cash equivalents                             16       3,516,795      7,160,639 
                                                            ------------   ------------ 
                                                               3,655,286      7,373,138 
 
Total assets                                                   3,655,286      7,373,138 
                                                            ------------   ------------ 
 
Liabilities 
Current liabilities 
Trade and other payables                              12     (1,478,964)    (1,642,756)) 
                                                             (1,478,964)    (1,642,756)) 
 
Net assets                                                     2,176,322      5,730,382 
                                                            ------------   ------------ 
 
Equity 
Share capital                                         13      49,940,922     52,636,216 
Retained earnings                                     14     (44,966,778)   (43,954,508) 
Translation reserve                                           (2,797,822)    (2,951,326) 
                                                            ------------   ------------ 
Equity attributable to shareholders of the parent              2,176,322      5,730,382 
Minority interests' equity                                             -              - 
                                                            ------------   ------------ 
Total equity                                                   2,176,322      5,730,382 
                                                            ------------   ------------ 
 
 
Net asset value per ordinary share (pence)            15             1.6            4.3 
 

The accompanying notes on pages 12 to 26 are an integral part of the financial statements.

These financial statements were approved by the Board on 28 February 2017.

   Antony Gardner-Hillman                                      Andrew Wignall 
   Director                                                             Director 
 
Consolidated Statement of 
 Changes in Equity 
                                 Share      Retained   Translation  Minority 
                               capital      earnings       reserve  interest        Total 
                                   GBP           GBP           GBP       GBP          GBP 
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 
 loss on 
 subsidiary translation              -             -       153,504         -      153,504 
At 31 August 2016           49,940,922   (44,966,778)  (2,797,822)         -    2,176,322 
                          ------------  ------------   -----------  --------  ----------- 
 
For the year ended 
 31 August 2015 
As at 1 September 
 2014                       84,392,980  (41,624,725)   (1,792,163)         -   40,976,092 
Return of capital         (31,756,764)             -             -         -  (31,756,764) 
Loss for the year                    -   (2,329,783)             -         -   (2,329,783) 
Foreign exchange 
 loss on 
 subsidiary translation              -             -   (1,159,163)         -   (1,159,163) 
At 31 August 2015           52,636,216   (43,954,508)  (2,951,326)         -    5,730,382 
                          ------------  ------------   -----------  --------  ----------- 
 
 

The accompanying notes on pages 12 to 26 are an integral part of the financial statements.

 
Consolidated Statement of Cash Flows 
                                                                            notes  Year ended    Year ended 
                                                                                    31 August     31 August 
                                                                                         2016          2015 
                                                                                          GBP           GBP 
Cash flow from operating activities 
Loss                                                                               (1,012,270)   (2,329,783) 
Adjustments for: 
  Finance income                                                                       (3,819)     (152,581) 
  Tax                                                                                 534,342     2,606,868 
  Impairment of loan                                                            8           -       973,069 
                                                                                     (481,747)    1,097,573 
 
Net foreign exchange losses/(gains)                                                   153,504    (1,083,913) 
Decrease in trade and other receivables                                                74,008     1,015,135 
(Decrease)/increase in trade and other payables                                      (163,792)    1,554,753 
Net cash (outflow)/inflow from operating activities before interest, 
 depreciation, amortisation 
 and tax                                                                             (418,027)    2,583,548 
Finance income received                                                                 3,819       152,581 
Tax                                                                                  (534,342)   (2,606,868) 
Net cash (outflow)/inflow from operating activities                                  (948,550)      129,261 
Cash flow from investing activities 
Repayment of loan                                                               8           -       885,414 
                                                                                   ----------   ----------- 
Net cash inflow from investing activities                                                   -       885,414 
 
Cash flow from financing activities 
Return of Capital                                                              13  (2,695,294)  (31,756,764) 
                                                                                   ----------   ----------- 
Net cash outflow from financing activities                                         (2,695,294)  (31,756,764) 
 
Net decrease in cash and cash equivalents                                          (3,643,844)  (30,742,089) 
Cash and cash equivalents at start of the year                                      7,160,639    37,902,728 
Effect of foreign exchange rates                                                            -             - 
                                                                                   ----------   ----------- 
Cash and cash equivalents at end of the year                                        3,516,795     7,160,639 
                                                                                   ----------   ----------- 
 

The accompanying notes on pages 12 to 26 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 year 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 28 February 2017.

   2.     Accounting policies 

The consolidated financial statements of the Group for the year ended 31 August 2016 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 2016 year of assessment and future periods will be subject to tax at the rate of 0% (2015: 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 (2015: 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. 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 
 
                 2016     2015 
                  GBP      GBP 
Management fee      -  108,844 
                 ----  ------- 
 

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 
 
                                   2016       2015 
                                    GBP        GBP 
Legal fees                      400,527    344,660 
Professional fees               191,555    418,758 
Advisory and consultancy fees         -     52,507 
Travel and subsistence            7,006     31,632 
Directors' remuneration         125,000    150,000 
Administration fees             142,018     96,318 
 Audit services                  29,000     37,006 
Other operating expenses         66,738    118,289 
                                -------  --------- 
                                961,844  1,249,170 
                                -------  --------- 
 

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.

 
6. Tax                     2016        2015 
                            GBP         GBP 
Overseas tax - Turkey   534,342   2,606,868 
                        -------  ---------- 
 

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.

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.

 
                                                                        2016             2015 
 (Loss)/gain attributable to equity holders of the Company    (GBP1,012,270)   (GBP2,329,783) 
                                                             ---------------  --------------- 
 
 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 0.75 pence (2015: 1.73 pence loss).

 
8. Loans and receivables                         2016       2015 
                                                  GBP        GBP 
Opening balance                                     -  1,923,733 
Repayment of loan                                   -   (885,414) 
Impairment of loan                                  -   (973,069) 
Exchange (loss)/gain on revaluation of loan         -    (65,250) 
Closing balance                                     -          - 
                                                 ----  --------- 
 

The loan in relation to the Riverside Resort apartments in Alanya was impaired in the prior year to reflect the Group's ongoing difficulties with receiving the amounts owed from Mandalina, which are related to the action being taken against the Group's former Chief Financial Officer in Turkey, see note 21 for further details.

 
9. Foreign currency gains            2016       2015 
                                      GBP        GBP 
Other foreign currency gain       480,097  2,455,587 
Net currency gains                480,097  2,455,587 
                                  -------  --------- 
 

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 
 
                                              2016     2015 
                                               GBP      GBP 
Prepayments and accrued income              20,050   20,950 
VAT receivable                                   -    9,171 
Other receivables                          118,441  182,378 
                                           138,491  212,499 
                                     -------------  ------- 
 

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 
 
                                               2016       2014 
                                                GBP        GBP 
Accruals                                     52,319     42,648 
Taxation (overseas taxation - Turkey)     1,013,234  1,188,751 
Other payables                              413,411    411,357 
                                          1,478,964  1,642,756 
                                          ---------  --------- 
 

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 
 
Issued and fully paid:                                                   GBP 
2 founder shares of no par value                                           - 
134,764,709 ordinary shares of no par value (2015: 134,764,709)   52,636,216 
                                                                  ---------- 
 

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 1 September 2015           134,764,709  52,636,216 
Movement during the year                                         -  (2,695,294) 
                                                       -----------  ---------- 
Ordinary shares in issue at 31 August 2016             134,764,709  49,940,922 
                                                       -----------  ---------- 
 
   14.   Retained earnings 
 
                                           2016          2015 
                                            GBP           GBP 
At start of year                    (43,954,508)  (41,624,725) 
Bank and deposit interest earned          3,819       152,581 
Operating expenses                     (961,844)   (2,331,083) 
                                       (958,025)   (2,178,502) 
Net movement on foreign exchange        480,097     2,455,587 
Tax                                    (534,342)   (2,606,868) 
                                    -----------   ----------- 
Loss for the year                    (1,012,270)   (2,329,783) 
At end of year                      (44,966,778)  (43,954,508) 
                                    -----------   ----------- 
 
   15.   Net asset value per share 

The net asset value per ordinary share is based on the net assets attributable to equity shareholders of GBP2,176,322 (2015: GBP5,730,382) and on 134,764,709 ordinary shares

(2015: 134,764,709), being the number of ordinary shares in issue at the year end. The net asset value per share for the year ended 31 August 2016 was 1.6 pence (2015: 4.3 pence).

   16.   Cash and cash equivalents 
 
                      2016       2015 
                       GBP        GBP 
Bank balances    3,516,795  7,160,639 
                 ---------  --------- 
 
   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 31 August  at 31 August  at 31 August  at 31 August 
                                    2016          2016          2015          2015 
Non-current assets                   GBP           GBP           GBP           GBP 
Loans and receivables 
                                       -             -             -             - 
 
Current assets 
Cash and cash equivalents      3,516,795     3,516,795     7,160,639     7,160,639 
Other receivables                138,491       138,491       212,499       212,499 
                            ------------  ------------  ------------  ------------ 
                               3,655,286     3,655,286     7,373,138     7,373,138 
                            ------------  ------------  ------------  ------------ 
 

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              Non-current    Net monetary   Liabilities at      Non-current    Net monetary   Liabilities at 
                     assets at 31    assets at 31   31 August 2016     assets at 31    assets at 31   31 August 2015 
                      August 2016     August 2016                       August 2015     August 2015 
                              GBP             GBP              GBP              GBP                              GBP 
Pounds Sterling                 -       2,080,404      (1,415,415)                -         495,236      (1,538,834) 
Euro                            -               -                -                -               -                - 
US Dollar                       -          39,969                -                -       5,146,807                - 
Turkish Lira                    -          55,949         (63,549)                -          88,339        (103,922) 
                  ---------------  --------------  ---------------  ---------------  --------------  --------------- 
                                -       2,176,322      (1,478,964)                -       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 2015.

 
Currency       Profit & Loss at  Profit & Loss at 
                      31 August         31 August 
                           2016              2015 
                            GBP               GBP 
Euro                          -                 - 
US Dollar                 1,998           257,340 
Turkish Lira              2,797             (779) 
               ----------------  ---------------- 
                          4,796           256,561 
               ----------------  ---------------- 
 

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 31 August  at 31 August  at 31 August  at 31 August 
                          2016          2016          2015          2015 
                           GBP           GBP           GBP           GBP 
Pounds Sterling      3,475,387           382     2,013,120             - 
US Dollar               25,271        14,698     4,473,540       673,267 
Turkish Lira                 -         1,057             -           712 
                  ------------  ------------  ------------  ------------ 
                     3,500,658        16,137     6,486,660       673,979 
                  ------------  ------------  ------------  ------------ 
 

Maturity profile

The following table sets out the carrying amount, by maturity, of the Group's financial instruments:

 
                                       2016 
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 
Floating rate 
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) 
                              -----------     ----------- 
 
 
                              2015 
31 August 2015      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             6,486,660       -        -          -  6,486,660 
                 ---------  ------  -------  ---------  --------- 
                 6,486,660       -        -          -  6,486,660 
                 ---------  ------  -------  ---------  --------- 
 
 

Non-interest bearing

 
Cash                              673,979  ---    673,979 
Trade and other receivables       212,497  ---    212,497 
Trade and other payables      (1,642,756)  ---(1,642,756) 
                                (756,280)  ---  (756,280) 
                              -----------     ----------- 
 

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 GBP3,501 (2015:GBP6,487). 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).

During the year Ali Pamir was a shareholder in Mandalina, which until disposal held the title to the Alanya apartments. Ali Pamir remains a director of Mandalina. Mr Pamir's shares in Mandalina were transferred to the Company subsequent to the year end date.

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 year was GBP125,000 (2015: GBP150,000).

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 (2015: nil). Antony Gardner-Hillman and Andrew Wignall were remunerated GBP25,000 per director for their services during the year (2014: 3 directors remunerated GBP25,000 per director).

In addition to the above, in the prior year, Andrew Wignall was remunerated GBP25,000 and Antony Gardner-Hillman was remunerated GBP18,400 for additional services provided to the Group in connection with the ongoing matters in Turkey.

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 the 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 has appealed the decision and the case is therefore yet to be concluded and the appeal hearing will take place on February 28, 2017. The Directors are of the opinion, taking note of the initial judgement, that it is not appropriate to provide for this legal claim as it does not meet the recognition criteria under IAS 37.

During the period, the embezzler 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 cout ruled in favour of OY1 with rejected all claims. The plaintiff may appeal this judgment.

The Directors believe this does not meet the recognition criteria under IAS 37.

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

On 16 February 2017, the hearing for the case where Sinan Kalpakçıo lu 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. The appeal period is yet to begin, therefore the case may continue.

Subsequent to the year end, Ottoman Fund Company I Limited took ownership of 25,500 shares of Mandalina, which represents 51% of the shares in issue.

As disclosed in note 4, the contract with Civitas has now been terminated, with final payment of EUR149,073 being made on 23 November 2016.

Other than the above, the Directors are satisfied that there were no material events subsequent to the year end that would have an effect on these financial statements.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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