Notes on the Financial Statements

1.     General Information

Incorporation, principal activity and status of the Company

1.1.   The Company was incorporated as an international business company and registered in the British Virgin Islands (BVI) on 2 January 2002 under IBC Number 475668 with the name Clevedon Services Limited. The liability of the members of the Company is limited. 

1.2.   The Company changed its name to Empire Online Limited on 5 May 2005 and then to Livermore Investments Group Limited on 28 February 2007.

1.3.   The principal activity of the Group changed to investment services on 1 January 2007. Before that the principal activity of the Group was the provision of marketing services to the online gaming industry and, since 1 January 2006, the operation of online gaming.

1.4.   The principal legislation under which the Company operates is the BVI Business Companies Act, 2004.

1.5.   The registered office of the Company is located at Trident Chambers, PO Box 146, Road Town, Tortola, British Virgin Islands.

2.     Accounting Policies

The significant accounting policies applied in the preparation of the consolidated financial statements are as follows:

2.1.   Basis of preparation

The consolidated financial statements of Livermore Investments Group Limited have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and on a going concern basis.  The consolidated financial statements have been prepared on the historical cost basis except for the following:

·      Financial instruments at fair value through profit or loss (including derivatives) are measured at fair value.

·      Available- for- sale financial assets are measured at fair value.

·      Investment property is measured at fair value.

 

The financial information is presented in US dollars because this is the currency in which the Group primarily operates.

The Directors have reviewed the accounting policies used by the Group and consider them to be the most appropriate.

2.2.   Adoption of new and revised IFRS 

As from 1 January 2012, the Company adopted all the new or revised IFRS and relevant amendments which became effective and also were endorsed by the European Union, and are relevant to its operations.

The adoption of the above did not have a material effect on the financial statements.

All IFRS issued by the International Standards Board (IASB) which are effective for the year ended 31 December 2012, have been adopted by the EU through the endorsement procedure established by the European Commission, with the exception of certain provisions of IAS 39: "Financial Instruments: Recognition and Measurement" relating to portfolio hedge accounting.

The following Standards, Amendments to Standards and Interpretations had been issued by the date of authorisation of these financial statements but are not yet effective for the year ended 31 December 2012:

 

 

 

 

	Endorsed by the EU	Effective for annual periods beginning on or after
·    IFRS 9: "Financial Instruments: Classification and Measurement"	No	1 January 2015
·    IFRS 10: "Consolidated Financial Statements"	Yes	1 January 2013
·    IFRS 11: "Joint Arrangements"	Yes	1 January 2013
·    IFRS 12: "Disclosure of Interests in Other Entities"	Yes	1 January 2013
·    IFRS 13: "Fair Value Measurement"	Yes	1 January 2013
·    IAS 19 (Revised): "Employee Benefits"	Yes	1 January 2013
·    IAS 27 (Revised): "Separate Financial Statements"	Yes	1 January 2013
·    IAS 28 (Revised): "Investments in Associates and Joint Ventures"	Yes	1 January 2013
·    IFRIC 20: "Stripping Costs in the Production Phase of a Surface Mine"	Yes	1 January 2013
·    Annual Improvements 2009-2011 Cycle	Yes	1 January 2013
·    Amendment to IFRS 1: "Government Loans"	Yes	1 January 2013
·    Amendment to IFRS 7: "Disclosures ‑ Offsetting Financial Assets and Financial Liabilities"	Yes	1 January 2013
·    Amendment to IFRS 10, IFRS 11, and IFRS 12: "Transition Guidance"	Yes	1 January 2013
·    Amendment to IFRS 10, IFRS 12, and IAS 27: "Investment Entities"	No	1 January 2014
·    Amendment to IAS 1: "Presentation of Items of Other Comprehensive Income"	Yes	1 July 2012
·    Amendment to IAS 32: "Offsetting Financial Assets and Financial Liabilities"	Yes	1 January 2014

 

The Board of Directors expects that when the above Standards or Interpretations become effective in future periods they will not have a material effect on the consolidated financial statements of the Group, other than the following:

·              The Amendment to IAS 1: "Presentation of Items of Other Comprehensive Income" requires entities to group items presented in other comprehensive income (OCI) into those that, in accordance with other IFRSs, will not be reclassified subsequently to profit or loss and those that will be reclassified subsequently to profit or loss when specific conditions are met. The existing option to present items of OCI either before tax or net of tax remains unchanged; however, if the items are presented before tax, then the Amendments to IAS 1 require the tax related to each of the two groups of OCI to be shown separately.

 

·              The Amendments to IFRS 10, IFRS 12, and IAS 27: "Investment Entities" introduce an exception to the principle that all subsidiaries shall be consolidated. The amendments define an investment entity and require a parent that is an investment entity to measure its investments in particular subsidiaries at fair value through profit or loss in accordance with IAS 39 (or IFRS 9) instead of consolidating those subsidiaries. In addition, the amendments introduce new disclosure requirements related to investment entities.

 

In relation to IFRS 9, the Management has not yet assessed the likely impact of the application of this Standard, since the Management has not yet determined its accounting policy to be followed under the new Standard.

2.3.   Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (the "subsidiaries").  Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. 

The financial statements of all the Group companies are prepared using uniform accounting policies.  Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

The results and cash flows of any subsidiaries acquired or disposed of during the year are included in the consolidated financial statements from the effective date of acquisition or up to the effective date of disposal.

2.4.   Current assets are those which, in accordance with IAS 1 Presentation Of Financial Statements are:

 • expected to be realised within normal operating cycle, via sale or consumption, or

• held primarily for trading, or

• expected to be realised within 12 months from the reporting date, or 

• cash and cash equivalent not restricted in their use.

All other assets are non-current.

2.5.   Investment property income

Rental income is recognised on a straight line basis over the lease term.  Service charges and management fees are recognised as the related costs are incurred and charged.  Changes to rental income that arise from reviews to open market rental values or increases that are indexed linked on a periodic basis are recognised from the date on which the adjustment became due.  Lease incentives granted are recognised as an integral part of the net consideration for the use of the property.  Lease incentives are allocated evenly over the life of the lease.  Rental income and services charged are stated net of VAT and other related taxes.

2.6.   Interest and dividend income

·  Interest income is recognised based on the effective interest method. 

·  Dividend income is recognised on the date that the Group's right to receive payment is established, which in the case of quoted securities is the ex-dividend date. 

2.7.   Foreign currency

The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency).  For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in USD, which is the functional currency of the Company and the presentation currency for the consolidated financial statements.  

Transactions in foreign currencies other than each group entity's functional currency are recorded at the rates of exchange prevailing on the dates of the transaction.  Monetary assets and liabilities denominated in non-functional currencies are translated into functional currency equivalents using year-end spot foreign exchange rates.  Non-monetary assets and liabilities are translated upon initial recognition using exchange rates prevailing at the dates of the transactions.  Non-monetary assets that are measured in terms of historical cost in foreign currency are not re-translated. 

Gains and losses arising on the settlement of monetary items and on the re-translation of monetary items are included in the profit or loss for the year.  Those that arise on the re-translation of non-monetary items carried at fair value are included in the profit or loss of the year except for differences arising on the re-translation of non-monetary available-for-sale financial assets in respect of which gains and losses are recognised in other comprehensive income.  For such non-monetary items any exchange component of that gain or loss is also recognised in other comprehensive income.      

The results and financial position of all Group entities that have a functional currency different from US dollars are translated into the presentation currency as follows:

(i)        assets and liabilities are translated at the closing rate at the reporting date; and

(ii)       income and expenses and also cash flows are translated at an average exchange rate (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case the items are translated at the rates prevailing at the dates of the transactions); and

(iii)      exchange differences arising are recognised in other comprehensive income within the translation reserve.  Such translation exchange differences are reclassified to profit or loss in the period in which the foreign operation is disposed of. 

2.8.   Taxation

Current tax is the tax currently payable based on taxable profit for the year in accordance with the tax laws applicable in jurisdictions where the Group operates.

Deferred income taxes are calculated using the liability method on temporary differences.  Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases.  However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit.  Deferred tax on temporary differences associated with shares in subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the group and it is probable that reversal will not occur in the foreseeable future.  In addition, tax losses available to be carried forward as well as other income tax credits to the group are assessed for recognition as deferred tax assets.

Deferred tax liabilities are provided in full, with no discounting.  Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income.  Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted as at the reporting date.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense within profit or loss, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

2.9.   Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation.  Carrying amounts are reviewed at each reporting date for impairment indications.

Depreciation is calculated using the straight-line method, at annual rates estimated to write off the cost of the assets less any estimated residual values over their expected useful lives.  The annual depreciation rates used are as follows:

Computer Hardware                      -              33.3%

Fixtures and Fittings                      -              10%

Office Renovation                          -              25%

Motor Vehicles                                               -              25%

2.10. Investment property

Certain of the Group's properties are classified as investment property, being held for long term investment gains and to earn rental income. 

Investment properties are measured initially at cost, and thereafter are stated at fair value, which reflects market conditions at the reporting date.  Gains or losses arising from changes in the fair values of investment properties are included in the profit or loss in the year in which they arise. 

Investment property is valued at fair value based on valuations provided by a certified external valuer.   

2.11. Equity instruments

Equity instruments issued by the Company are recorded at proceeds received, net of direct issue costs.

Own equity instruments purchased by the Company or its subsidiaries are recorded at the consideration paid, including directly associated assets, and they are deducted from total equity as treasury shares until they are sold or cancelled.  Where such shares are subsequently sold, any consideration received is included in total equity.

The share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the premium paid.

 

2.12. Share Options

IFRS 2 "Share-based Payment" requires the recognition of equity settled share based payments at fair value at the date of grant.

The Group issues equity-settled share based payments to certain employees. The fair value of share-based payments to employees at grant date is measured using the Binomial pricing model.

The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. The corresponding credit is taken to the share option reserve.

On exercise of the options any related amounts recognised in the share option reserve are transferred to share premium.

On lapse of the options any related amounts recognised in the share option reserve are transferred to retained earnings.

2.13. Leases

Leases where a significant portion of the risk and rewards of ownership are retained by the lessor are classified as operating leases and rentals are recognised to profit or loss on a straight-line basis over the term of the lease.

2.14. Borrowing costs

Borrowing costs primarily comprise interest on the Group's borrowings.  Any borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of the corresponding assets until such time as the assets are substantially ready for their intended use or sale.  All other borrowing costs are expensed in the period in which they are incurred and reported within "finance costs".

No borrowing costs have been capitalised for either 2012 or 2011.

2.15. Financial assets

Financial assets are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire or the financial asset is transferred and that transfer qualifies for derecognition.  A financial asset is transferred if the contractual rights to receive the cash flows of the asset have been transferred or the Group retains the contractual rights to receive the cash flows of the asset but assumes a contractual obligation to pay the cash flows to one or more recipients.  A financial asset that is transferred qualifies for derecognition if the Group transfers substantially all the risks and rewards of ownership of the asset, or if the Group neither retains nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset.

Financial assets are measured initially at fair value plus transaction costs, except for financial assets and financial liabilities carried at fair value through profit or loss, which are measured initially at fair value.

Financial assets are measured subsequently as described below.

All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are also described below.

Loans and receivables

·      Trade and other receivables

Trade and other receivables are initially recognised and carried at their fair value which normally is their original transaction value, and are subsequently measured at their amortised cost.  An estimate for doubtful debts is made when collection of the full amount is no longer probable.  Bad debts are written off when identified.  Where the time value of money is significant receivables are discounted to present value. 

·      Cash and cash equivalents

Cash comprises cash in hand and balances with banks.  Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash.  They include unrestricted short-term bank deposits originally purchased with maturities of three months or less.

Bank overdrafts are considered to be component of cash and cash equivalents, since they form an integral part of the Group's cash management.  

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or are designated by the Group to be carried at fair value through profit or loss upon initial recognition.  All assets within this category are measured at their fair value, with changes in value recognised in the profit or loss when incurred.  Upon initial recognition, attributable transactions costs are recognised in profit or loss when incurred.

Available-for-sale financial assets

Available-for-sale financial assets include non-derivative financial assets that are either designated as such or do not qualify for inclusion in any of the other categories of financial assets.  Financial assets within this category are measured at fair value, with changes in fair value recognised in other comprehensive income, within the investments revaluation reserve.  Unquoted equity investments for which the fair value cannot be reliably measured are stated at cost less impairments.  Gains and losses arising from investments classified as available-for-sale are recognised in the profit or loss when they are sold or when the investment is impaired.

In the case of impairment of available-for-sale assets, the cumulative loss previously recognised in other comprehensive income is reclassified to profit or loss.  Impairment losses recognised in the profit or loss on equity instruments are not subsequently reversed through the profit or loss.  Impairment losses recognised previously on debt securities are reversed through the profit or loss when the increase in fair value can be related objectively to an event occurring after the impairment loss was recognised in the profit or loss.

An assessment for impairment is undertaken at least at each reporting date, following the IAS 39 guidance.

2.16. Financial liabilities

Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Financial liabilities are measured initially at fair value plus transactions costs, except for financial liabilities carried at fair value through profit or loss, which are measured initially at fair value.

Financial liabilities at amortised cost

After initial recognition financial liabilities are measured at amortised cost using the effective interest rate method.

Derivative financial liabilities

The Group's financial liabilities also include financial derivative instruments.  The Group's derivative instruments consist of interest rate swaps and forward currency contracts. 

All derivative financial instruments which are not designated as hedging instruments are accounted for at fair value through profit or loss. 

Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.

After initial recognition, financial guarantee contracts are measured at the higher of:

(i)        the amount determined in accordance with IAS 37; and

(ii)      the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with IAS 18.

2.17. Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

No provision is made for possible claims or where an obligation exists but it is not possible to make a reliable estimate.

Costs associated with claims made by the Group are charged to the profit or loss as they are incurred.

2.18. Segment reporting

In identifying its operating segments, management generally follows the Group's investment activity lines. Each of these operating segments is managed separately as each of these investment activity lines requires different monitoring and strategic decision making process as well as allocation of resources.

The measurement policies the Group uses for segment reporting under IFRS 8 are the same as those used in its consolidated financial statements. Any inter-segment transfers are carried out at arm's length prices.

2.19. Critical accounting judgments and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgement in the process of applying the Group's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

 

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

Critical accounting judgements

(i)        Impairment of available-for-sale financial assets

The Group follows the guidance in IAS 39 on determining when an investment is impaired.  This determination requires significant judgments.  In making this judgment, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and financing cash flow. 

 

The Group assesses at each reporting date whether financial assets are impaired.  If impairment has occurred, this loss is recognised to profit or loss.

 

If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the current market rate of return of similar financial assets.  

 

 

(ii)      Classification of financial assets

The management exercises significant judgement in determining the appropriate classification of the financial assets of the Group, especially for its investments and the identification of any embedded derivatives.  The factors considered include the contractual terms and characteristics which are very carefully examined, and also the Group's intentions and expected needs for the realisation of the financial assets.

 

All new investments (other than additions to existing financial assets and investments in loan market through CLOs) are classified as at fair value through profit or loss upon initial recognition, because this reflects more fairly the way these assets are managed by the Group. The Group's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment strategy, and information about the portfolio is provided internally on that basis to the Group's Board of Directors and other key management personnel.

 

(iii)      Deferred tax assets

 

The tax rules applicable for the relevant Company's operations are carefully taken into consideration for the recognition of a deferred tax asset. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.

 

Estimation uncertainty

The following are the significant estimates that have the most significant effect on recognition and measurement of relevant items. 

 

(i)        Fair value of financial instruments

Management uses valuation techniques in measuring the fair value of financial instruments, where active market quotes are not available. Details of the bases used for financial assets and liabilities are disclosed in note 7.  In applying the valuation techniques management makes maximum use of market inputs, and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.

 

(ii)      Fair value of investment property

Investment property is stated at fair value.  The fair valuation is based on discounted cash-flow (DCF) method. Under this method, the current market value of the property is determined as the total of all projected future net earnings (before interest, taxes, depreciation and amortization) discounted to present-day equivalents. These net earnings are discounted individually for property with due allowance for specific opportunities and threats, and with adjustment in line with market conditions and risks.  A one-period DCF model was adopted under which the valuation period extends for 100 years from the valuation date, with an implicit residual value in the 11th period. Discounting is based on a risk-adjusted interest rate of 4,20% determined individually for each property on the basis of appropriate benchmarks derived from arm's-length transactions. The valuations assume 1% annual inflation for income and all expenditure.

 

(iii)     Provisions

Determining whether provisions shall be recognised, requires the Group to assess the likelihood of an economic outflow occurring as a result of past events.  Where an economic outflow is considered probable, a provision has been made for the estimated outflow. 

 

Where the information required by IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" is expected to prejudice the outcome of legal and other disputes, it has not been disclosed on these grounds. 

3.     Property, plant and equipment

	Office Renovation	Computer Hardware	Fixtures and Fittings	Motor Vehicles		Total
	US $000	US $000	US $000	US $000		US $000
Cost
As at 1 January 2011 and 2012	360	145	106	26		637
Additions	7	18	5	-		30
	------	------	------	------		------
As at 31 December 2012	367	163	111	26		667
	------	------	------	------		------
Accumulated depreciation
As at 1 January 2011	(236)	(145)	(68)	(7)		(456)
Charge for the year	(73)	-	(20)	(7)		(100)
	------	------	------	------		------
As at 1 January 2012	(309)	(145)	(88)	(14)		(556)
Charge for the year	(58)	(9)	(7)	(7)		(81)
	------	------	------	------		------
As at 31 December 2012	(367)	(154)	(95)	(21)		(637)
	------	------	------	------		------
Net book value
As at 31 December 2012	-	9	16	5		30
	------	------	------	------		------
As at 31 December 2011	51	-	18	12		81
	------	------	------	------		------

 

4.     Available-for-sale financial assets

	2012 US $000	2011 US $000
Non-current assets
Fixed income investments	73,181	53,815
Private equities	15,842	14,162
Financial and minority holdings	10,469	15,226
Other investments	-	5,549
	------	------
	99,492	88,752
	------	------
Current assets
Fixed income investments	-	7,007
Public equity investments	3,516	2,900
Hedge funds	908	2,926
Other investments	5	-
	------	------
	4,429	12,833
	------	------

For description of each of the above categories, refer to note 6.

Available-for-sale financial assets are fair valued at least at each reporting date. For investments traded in

active markets, fair value is determined by reference to Stock Exchange quoted bid prices. For other

Investments, fair value is estimated by reference to the current market value of similar instruments or by

reference to the discounted cash flows of the underlying assets.

 

During 2012, the Group increased exposure to US broadly syndicated loans by investing USD 19.3m in CLO Income Notes.

 

During 2012, due to market conditions, management considered the impairment of certain available-for-sale financial assets. Impairment testing indicated that for those financial assets their carrying amount may not be recoverable.

 

The related impairment charges in 2012, of USD 18.133m (2011 USD 9.873m), are included within loss on investments (note 25), and represent impairment losses arising due to:

 

	2012	2011
	US $000	US $000
Significant fall in value	16,816	5,408
Prolonged fall in value	1,317	4,465
	------	------
	18,133	9,873
	------	------

 

Investment in SRS Charminar

 

Included in the Financial and minority holdings is the investment in SRS Charminar Investments Ltd ("SRS Charminar"), a private company incorporated in the Republic of Mauritius.  Livermore invested USD 20m in SRS Charminar acquiring a 15% ownership stake. SRS Charminar through its wholly owned subsidiaries invested INR 5.2b (USD 132.1m at date of investment) which is equivalent to USD 98.9m as at 31 December 2012 (2011: 95.8m) in a real estate company in India ("investee company"). The investment in the investee company was in the form of Compulsorily Convertible Debentures ("CCDs"), that included a put option which was exercisable either if the investee company did not have an IPO within 3 years or if certain terms in the Investment Agreement were not met. The put option is secured by land which was valued at around USD 1.3 billion at the time of investment and guarantees a minimum return of approximately 30% IRR if exercised.

 

SRS believes that there had been material breaches of the terms of the Investment Agreement and that the funds invested in the investee company had been utilized in a manner contrary to the terms agreed. The material breaches were incurable in nature and therefore constituted Events of Default. Accordingly, SRS exercised their rights under the Put Option Agreement and issued a put option notice in January 2009 requiring the investee company and other counterparties to payback the CCDs.

 

Following a dispute on the grounds of the put option notice between the promoters and the investors, the parties agreed to invoke arbitration to be held in Mumbai. On 14 August 2009, the arbitration process was completed and the arbitrator ruled in favour of investors. The award entitles the investors to investment plus interest amounting to 30% IRR until 14 August 2009 and 18% IRR thereafter. Meanwhile, the investors filed and won an interim order for injunction against the promoters and the investee company to prohibit sale, transfer or encumbering of the assets secured under the put option. Thereafter, the promoters have filed against the arbitral award and the injunction order. As of 31 December 2012, there was no change in status of these lands.

 

On 13 January 2011 the Company Law Board ("CLB") passed an order and allowed Infrastructure Leasing & Financial Services Limited ("IL&FS") to become 80% shareholder and control the management of the investee company. Since 2011 the investors and IL&FS have been in negotiations.

 

On 15 January 2013, the investee company together with IL&FS agreed to purchase back the CCDs from the investors for the amount of US$162m (INR 8.500 thousand) in four tranches over a period of five years. According to the settlement terms SRS shall receive US$140m (INR 7.366 thousand). The agreement will, however, be subject to regulatory approvals including clearances from the Reserve Bank of India and the Foreign Investment Promotion Board since it involves a foreign fund.

 

Due to the legal complexity and the receipt of the regulatory and court approvals required for the implementation of the proposed settlement as well as the various counterparties involved, the outcome remains uncertain.

 

The carrying amount of the investment in SRS Charminar at 31 December 2012 is USD 10.1m (2011: USD 14.7m), which represents its estimated fair value. SRS Charminar's only holding is its investment in the investee company (through its wholly owned subsidiaries) and thus its fair value is wholly attributable to the above mentioned investment.  The fair value is based on discounted cash flow expectations and approximates the 15% share of the original investment in the real estate company as translated to USD.

 

Also included in the Private equities is the investment in SRS Private Investments, L.P. ("SRS Private") with a carrying amount at reporting date of USD 4.0m (2011: USD 2.6m) which is based on a net asset valuation (NAV). SRS Private through a fund has invested in various real estate projects in India as well as in SRS Charminar, and its investment in SRS Charminar as at 31 December 2012 amounts approximately to 16.2% (2011: 21.2%) of its net assets.

 

5.         Financial assets at fair value through profit or loss

	2012	2011
	US $000	US $000
Non-current assets
Private equities	1,965	1,575
Real estate entities	1,751	1,454
	------	------
	3,716	3,029
	------	------
Current assets
Fixed income investments	10,248	21,609
Public equity investments	23,182	7,372
Hedge funds	2,078	2,066
Other investments	287	271
	------	------
	35,795	31,318
	------	------

For description of each of the above categories, refer to note 6.

 The Financial assets at fair value through profit or loss are fair valued at least at each reporting date. 

 

6.         Categories of financial assets at fair value

The Group categorises its financial assets at fair value as follows:

 

·      Fixed income investments relate to fixed and floating rate bonds, perpetual bank debt, and investments in the loan market through CLOs.

 

·      Private equities relate to investments in both high growth opportunities in emerging markets and deep value opportunities in mature markets. The company generally invests directly in prospects where it can exert significant influence.

 

·      Financial and minority holdings relate to significant investments (of over USD 5m) which are strategic for the Company and are done in the form of equity purchases or convertible loans.  Main investments under this category are in the fields of real estate and media. 

 

·      Hedge funds relate to investments in funds managed by sophisticated investment managers that pursue investment strategies with the goal of generating absolute returns.

 

·      Public equity investments relate to investments in shares of companies listed on public stock exchanges.

 

·      Real estate entities relate to investments in real estate projects.

 

7.         Fair value measurements of financial assets and liabilities

The following table presents financial assets measured at fair value in the consolidated statement of financial position in accordance with the fair value hierarchy.  This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

 

-       Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

-       Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or  liability, either directly (ie as prices) or indirectly (ie derived from prices); and

-       Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The level within which the financial asset is classified is determined based on the lowest level of significant input to the fair value measurement.

 

Valuation of financial assets and liabilities

·      Public Equities, and Fixed Income Investments are valued per their closing bid market prices on quoted exchanges, or as quoted by market maker.

CLOs are typically valued on a discounted cash flow model. The key assumptions for cash flow projections include default and recovery rates, prepayment rates and reinvestment assumptions on the underlying portfolios (typically senior secured loans) of the CLOs.

Default and recovery rates: The amount and timing of defaults in the underlying collateral and the amount and timing of recovery upon a default affect are key to the future cash flows a CLO will distribute to the CLO equity tranche. All else equal, higher default rates and lower recovery rates typically lead to lower cash flows. Conversely, lower default rates and higher recoveries lead to higher cash flows.

Prepayment rates: Senior loans can be pre-paid by borrowers. CLOs that are within their reinvestment period may, subject to certain conditions, reinvest such prepayments into other loans which may have different spreads and maturities. CLOs that are beyond their reinvestment period typically pay down their senior liabilities from proceeds of such pre-payments. Therefore the rate at which the underlying collateral prepays impacts the future cash flows that the CLO may generate.

Reinvestment assumptions: A CLO within its reinvestment period may reinvest proceeds from loan maturities, prepayments, and recoveries into purchasing additional loans. The reinvestment assumptions define the characteristics of the loans that a CLO may reinvest in. These assumptions include the spreads, maturities, and prices of such loans. Reinvestment into loans with higher spreads and lower prices will lead to higher cash flows. Reinvestment into loans with lower spreads will typically lead to lower cash flows.

Discount rate: The discount rate indicates the yield that market participants expect to receive and is used to discount the projected future cash flows. Higher yield expectations or discount rates lead to lower prices and lower discount rates lead to higher prices for CLOs.

·      Hedge Funds and Private Equity Funds are valued per reports provided by the funds on a periodic basis, and if traded, per their closing bid market prices on quoted exchanges, or as quoted by market maker.

·      Private Equities and unlisted investments are valued using market valuation techniques as determined by the Directors, mainly on the basis of discounted cash flow techniques or valuations reported by third-party managers of such investments. 

·      Derivative instruments are valued at fair value as provided by counter parties of the derivative agreement.  Derivative instruments consist of interest rate swaps and forward currency contracts.

Financial assets and financial liabilities measured at fair value in the consolidated statement of financial position are grouped into the fair value hierarchy as follows:                                

	2012 US $000	2012 US $000	2012 US $000	2012 US $000	2011 US $000	2011 US $000	2011 US $000	2011 US $000
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Assets
Fixed income investments	10,248	73,181	-	83,429	28,616	53,815	-	82,431
Private equities	5,489	-	12,317	17,806	3,084	-	12,653	15,737
Financial and minority holdings	-	-	10,469	10,469	-	-	15,226	15,226
Public equity investments	26,698	-	-	26,698	10,272	-	-	10,272
Hedge funds	-	2,986	-	2,986	-	4,992	-	4,992
Real estate entities	-	-	1,752	1,752	-	-	1,454	1,454
Other investments	287	-	5	292	271	-	5,549	5,820
	------	------	------	------	------	------	------	------
	42,722	76,167	24,543	143,432	42,243	58,807	34,882	135,932
	------	------	------	------	------	------	------	------
Liabilities
Interest rate swaps	-	5,526	-	5,526	-	8,515	-	8,515
	------	------	------	------	------	------	------	------
	-	5,526	-	5,526	-	8,515	-	8,515
	------	------	------	------	------	------	------	------

 

The methods and valuation techniques used for the purpose of measuring fair value are unchanged compared to the previous reporting period.

 

No financial assets or liabilities have been transferred between levels.

 

Financial assets within this level can be reconciled from beginning to ending balances as follows:

		Available-for-sale			At fair value through  profit or loss
	Financial and minority holdings		Private equities	Other investments	Real estate	Private equities	Total
	US $000		US $000	US $000	US $000	US $000	US $000
As at 1 January 2011	18,919		15,220	5,549	1,763	2,844	44,295
Sales	-		-	-	-	(1,651)	(1,651)
Purchases	-		141	-	-	516	657
Gains / (losses) recognised in:
-Profit or loss	(525)		(1,626)	-	(425)	(134)	(2,710)
-Other comprehensive income	(3,168)		(2,657)	-	-	-	(5,825)
Exchange difference	-		-	-	116	-	116
	------		------	------	------	------	------
As at 1 January 2012	15,226		11,078	5,549	1,454	1,575	34,882
Purchases	-		1,535	-	-	-	1,535
Gains / (losses) recognised in:
-Profit or loss	(7,925)		(3,570)	(21)	239	390	(10,887)
-Other comprehensive income	3,168		1,309	-	-	-	4,477
Exchange difference	-		-	-	59	-	59
Transfer to other assets (note 31)				(5,523)			(5,523)
	------		------	------	------	------	------
As at 31 December 2012	10,469		10,352	5	1,752	1,965	24,543
	------		------	------	------	------	------

 

The above gains and losses recognised can be allocated as follows:

		Available-for-sale			At fair value through  profit or loss
	Financial and minority holdings		Private equities	Other investments	Real estate	Private equities	Total
2011	US $000		US $000	US $000	US $000	US $000	US $000
Profit or loss
-Financial assets held at year-end	(525)		(1.626)	-	(425)	(134)	(2,710)
-Financial assets no longer held	-		-	-	-	-	-
	------		------	------	------	------	------
	(525)		(1,626)	-	(425)	(134)	(2,710)
	------		------	------	------	------	------
Other comprehensive income
-Financial assets held at year-end	(3,168)		(2,657)	-	-	-	(5,825)
-Financial assets no longer held	-		-	-	-	-	-
	------		------	------	------	------	------
	(3,168)		(2,657)	-	-	-	(5,825)
	------		------	------	------	------	------
Total gains / (losses) for 2011	(3,693)		(4,283)	-	(425)	(134)	(8,535)
	------		------	------	------	------	------
2012	US $000		US $000	US $000	US $000	US $000	US $000
Profit or loss
-Financial assets held at year-end	(7,925)		(3,570)	(21)	239	390	(10,887)
-Financial assets no longer held	-		-	-	-	-	-
	------		------	------	------	------	------
	(7,925)		(3,570)	(21)	239	390	(10,887)
	------		------	------	------	------	------
Other comprehensive income
-Financial assets held at year-end	3,168		1,309	-	-	-	4,477
-Financial assets no longer held	-		-	-	-	-	-
	------		------	------	------	------	------
	3,168		1,309	-	-	-	4,477
	------		------	------	------	------	------
Total gains / (losses) for 2012	(4,757)		(2,261)	(21)	239	390	(6,410)
	------		------	------	------	------	------

 

A reasonable change in any individual significant input used in the level 3 valuations is not anticipated to have a significant change in fair values as above.

 

8.         Investment property

	2012	2011
	US $000	US $000
Valuation as at 1 January	122,518	119,018
Change in fair value	961	4,103
Exchange difference	3,064	(603)
	------	------
As at 31 December	126,543	122,518
	------	------

The investment property relates to Wyler Park property in Bern, Switzerland, which is used for earning rental income.

 

The investment property was valued by the independent valuers Wuest & Partners as at 31 December 2012 and 2011 on the basis of open market value in accordance with the appraisal and valuation guidelines of the Royal Institute of Certified Surveyors, and the European Group of Valuers' Associations.

 

Wyler Park property investment loan is secured on the property itself.

 

The future minimum rental income under non-cancellable rental agreements, is receivable as follows:

 

/tr>

	2012	2011
	US $000	US $000
- Less than 1 year	5,794	6,133
- Between 1 and 5 years	25,820	26,986
- Over 5 years	5,164	10,794
	------	------
	36,778	43,913
	------	------

Rental agreements are quoted in Swiss Francs.  The equivalent USD amounts shown in the table above are based on the exchange rates as at 31 December 2012 and 31 December 2011 respectively.

 

9.     Details of Group undertakings

Details of the investments in which the Group has a controlling interest are as follows:

 

 

 

Name of Subsidiary	Place of incorporation	Holding	Proportion of voting rights and shares held	Principal activity
Livermore Properties Limited	British Virgin Islands	Ordinary shares	100%	Holding of investments
Livermore Management Limited	British Virgin Islands	Ordinary shares	100%	Holding of investments, (Dormant)
Livermore Israel Investments Limited	Israel	Ordinary shares	100%	Holding of investments (Dormant)
Livermore Capital AG	Switzerland	Ordinary shares	100%	Administration services
Livermore Investments AG	Switzerland	Ordinary shares	100%*	Real Estate owner and management
Livermore Real Estate I AG	Switzerland	Ordinary shares	100%	Real Estate management, (Dormant)
Enaxor S.a.r.l	Luxembourg	Ordinary shares	100%	Holding of investment
Livermore Investments Cyprus Limited	Cyprus	Ordinary shares	100%	Administration services
Sandhirst Ltd	Cyprus	Ordinary shares	100%	Holding of investments

 

* Held by Enaxor S.a.r.l

 

10.  Deferred tax 

The Company is an international business company based in the British Virgin Islands (BVI) and, under its laws, is not subject to taxation.  Deferred taxes relate to the temporary differences between carrying amounts and corresponding tax base of its subsidiaries, in Switzerland.

 

The deferred tax shown in the consolidated statement of financial position relates to the following items:

	2012	2011
	US $000	US $000
Investment property - revaluation surplus	(4,503)	(3,538)
Derivative financial instruments - recognised carrying amount	916	1,423
Tax losses	3,068	2,603
	------	------
Net deferred tax (liability) / asset	(519)	488
	------	------

 

The movement on the deferred taxation account is as follows:

	Investment property	Derivative financial instruments	Tax losses	Total
	US $000	US $000	US $000	US $000
As at 1 January 2011	(2,271)	1,746	2,324	1,799
(Charged) / credited to profit or loss  (note 29)
- timing differences	(1,485)	(165)	494	(1,156)
- change in tax rates	197	(152)	(202)	(157)
Exchange difference	21	(6)	(13)	2
	------	------	------	------
As at 1 January 2012	(3,538)	1,423	2,603	488
(Charged) / credited to profit or loss  (note 29)
- timing differences	(863)	(532)	393	(1,002)
Exchange difference	(103)	26	72	(5)
	------	------	------	------
As at 31 December 2012	(4,504)	917	3,068	(519)
	------	------	------	------

The Group expects that future taxable profits will be available in the jurisdiction where the deferred tax assets occurred (Switzerland) so as to utilise the carrying amount of the deferred tax assets recognised as at the end of the year.

As at 31 December 2012 and 2011 there is no unrecognised deferred tax asset.

 

11.  Trade and other receivables

	2012	2011
	US $000	US $000
Financial items
Accrued interest and dividend income	313	7,242
Amounts due by related parties (note 31)	533	-
Other receivables	646	1,296
	------	------
	1,492	8,538
Non-Financial items
Other assets (note 31)	5,640	-
Prepayments	159	117
	------	------
	7,291	8,655
	------	------
Allocated as:
Current assets	2,779	8,655
Non-current assets	4,512	-
	------	------
	7,291	8,655
	------	------

The carrying amount of trade and other receivables approximates to their fair value.

Included within accrued interest and dividend income, is an amount of USD 0.430m (2011: USD 7.2m) which is neither past due nor impaired and has been received in the first four months following each reporting date.  

Other receivables include an amount of USD 0.578m (2011: USD 0.616m) paid on behalf of Wyler Park tenants, in relation to property common expenses, under management service agreement. 

 

The other assets relate to loans made to a key management employee, the outstanding amount of which is to be reduced annually on a straight line over five years, as long as the key management employee remains with the Company.  The amount of non-current assets shown above relates wholly to this item.

 

12.  Cash and cash equivalents

Cash and cash equivalents included in the consolidated statement of cash flows comprise the following at the reporting date:

	2012	2011
	US $000	US $000
Cash at bank	14,505	2,060
Bank overdrafts used for cash management purposes	(19,759)	(19,306)
	------	------
Cash and cash equivalents for the purposes of the consolidated statement of cash flows	(5,254)	(17,246)
	------	------

 

13.  Share capital

Authorised share capital

The Company has authorised share capital of 1,000,000,000 ordinary shares with no par value, and no restrictions.

 

Issued share capital	Number of  shares	Share premium arising US $000
Ordinary shares with no par value
As at 31 December 2011 and 31 December 2012	304,120,401	215,499
	----------	----------

 

Treasury shares	Number of  shares	US $000
As at 1 January 2011	21,835,764	11,647
Additions	27,497,119	7,125
	----------	---------
As at 1 January 2012	49,332,883	18,772
Additions	56,052,180	16,408
	----------	---------
As at 31 December 2012	105,385,063	35,180
	----------	----------

 

  In the consolidated statement of financial position the amount included comprises of:

 

 

        

	2012	2011
	US $000	US $000
Share premium	215,499	215,499
Treasury shares	(35,180)	(18,772)
	--------	--------
	180,319	196,727
	--------	--------

 

14.  Share options

The Company has a share option scheme for acquiring ordinary shares of the Company. 

Outstanding options	Number of  options	Average exercise price GBP	Average exercise price* USD
As at 31 December 2011 and 31 December 2012	11,340,000	0.75	1.23
	----------

 

Exercisable options	Number of  options	Average exercise price GBP	Average exercise price* USD
As at 1 January 2011	11,173,333	0.76	1.24
Exercisable during the year	166,667	0.30	0.49
	----------
As at 31 December 2011 and 31 December 2012	11,340,000	0.75	1.23
	----------

                              

Details of share options outstanding at 31 December 2012

Number of options	Grant date	Vesting date	Earliest exercise date	Expiry date of exercise period	Exercise price GBP	Exercise Price* USD	Fair value at grant date USD
230,000	07/12/05	07/12/06	07/12/06	07/12/15	0.71	1.15	82,739
230,000	07/12/05	07/12/07	07/12/07	07/12/15	0.71	1.15	94,333
230,000	07/12/05	07/12/08	07/12/08	07/12/15	0.71	1.15	103,948
3,383,333	19/07/06	19/07/07	19/07/07	19/07/16	0.78	1.27	1,608,710
3,383,333	19/07/06	19/07/08	19/07/08	19/07/16	0.78	1.27	1,824,133
3,383,333	19/07/06	19/07/09	19/07/09	19/07/16	0.78	1.27	2,001,774
166,667	13/05/08	13/05/09	13/05/09	13/05/18	0.30	0.49	21,703
166,667	13/05/08	13/05/10	13/05/10	13/05/18	0.30	0.49	24,115
166,667	13/05/08	13/05/11	13/05/11	13/05/18	0.30	0.49	25,820
----------							----------
11,340,000							5,787,275
----------							----------

The fair value of options granted to employees was determined using the Binomial valuation model.  The model takes into account a volatility rate of 41-45% calculated using the historical volatility of a peer group of similar companies and a risk free interest rate of 4.0-4.4% and it has been assumed the options have an expected life of two years post date of vesting.

 

The options lapse at the earliest of the expiry date of exercise period or the termination of the corresponding employee's service.

 

* The exercise prices as per the share option scheme are quoted in British Pounds.  The indicative equivalent USD amounts shown in the table of details above as well as the average exercise prices are based on the exchange rates as at 31 December 2012.

 

15.  Bank loans

	2012	2011
	US $000	US $000
As at 1 January	84,316	84,722
Repayment	(167)	-
Exchange difference	2,109	(406)
	------	------
As at 31 December	86,258	84,316
	------	------

 

The long term bank loan is related to Wyler Park property investment purchase and is secured on this property.  The increase in the loan amount from 2011 to 2012 represents the effect of currency translation from CHF to USD.

 

Interest is payable at 3M CHF Libor + 0.85%.  The Group has fixed the variable element of interest to 3.3% using an interest rate swap (note 16).  Consequently, the loan's effective interest rate is 4.15%. 

The loan balance is repayable on 12 July 2014. 

 

16.  Derivative financial instruments

	2012	2011
	US $000	US $000
Non-current liabilities
Interest rate swaps	2,068	5,143
	------	------
Current liabilities
Interest rate swaps	3,458	3,372
	------	------

During 2012 and 2011 the Group used forward currency contracts, however, no such derivatives were open at 31 December 2012 or 2011.

The Group uses interest rate swaps to manage its exposure to interest rate movements on its bank borrowings by swapping a proportion from floating rates to fixed rates as follows:

Notional contract amount	Underlying floating rate	Contract  fixed  rate	Contract termination date
CHF 78,981,921 (2011: CHF 79,135,000)	3M CHF Libor	3.30%	30 July  2014
CHF 10,000,000	6M CHF Libor	3.255%	17 June 2014
CHF 10,000,000	6M CHF Libor	3.1675%	17 November 2014

 

The calculation of the fair value of swaps is based on discounted cash flows of future anticipated interest payments on the swap agreements in place compared with the discounted cash flows of anticipated interest payments at market swap interest rates at the reporting date.

The interest rate swap with CHF 78,981,921 notional amount relates to fixing the interest rate on the loan against Wyler Park at 3.3%.

For the year ended 31 December 2012 a fair value gain of USD 3,112,852 (2011: gain USD 176,122) has been recognised in the profit or loss in relation to all derivative financial instruments.

17.  Bank overdrafts

	2012	2011
	US $000	US $000
Short term bank overdrafts	19,759	19,306
	------	------

Short term bank overdrafts bear Libor + lender's margin and have an average interest rate of 2.46% (2011 2.03%).

The Group's bank overdraft facilities are secured by the Group's financial assets portfolio up to an amount, as at 31 December 2012, of USD 53m.

18.  Short term bank loans

	2012	2011
	US $000	US $000
Short term bank loans	-	8,935
	------	------

Short term bank loans bear Libor + lender's margin and had an average interest rate of 1.64%. 

The Group's short term bank loan facilities were secured by the Group's financial assets portfolio.

 

19.  Trade and other payables

		2012	2011
		US $000	US $000
Financial items
Trade payables		1,233	612
Amounts due to related parties (note 31)	4,012		60
Other payables	-		324
Accrued expenses	946		857
	------		------
	6,191		1,853
Non-financial items
VAT payable	170		108
	------		------
	6,361		1,961
	------		------

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.  All amounts fall due within one year. 

 

20.  Current tax payable

	2012	2011
	US $000	US $000
Corporation tax	102	122
	------	------

 

21.  Net asset value per share

Net asset value per share has been calculated by dividing the net assets attributable to ordinary shareholders by the closing number of ordinary shares (net of treasury shares) in issue during the relevant financial periods. 

Diluted net asset value per share is calculated after taking into consideration the potentially dilutive shares in existence as at 31 December 2012 and 31 December 2011.

	2012	2011
Net assets attributable to ordinary shareholders (USD 000)	172,976	145,437
	-------------	-------------
Closing number of ordinary shares in issue	198,735,338	254,787,518
	-------------	-------------
Basic net asset value per share (USD)	0.87	0.57
	-------------	-------------
Closing number of ordinary shares including the effect of potentially diluted shares	198,735,338	254,787,518
	-------------	-------------
Diluted net assets value per share (USD)	0.87	0.57
	-------------	-------------
Number of Shares
Ordinary shares	304,120,401	304,120,401
Treasury shares	(105,385,063)	(49,332,883)
	-------------	-------------
Closing number of ordinary shares in issue	198,735,338	254,787,518
	-------------	-------------

The Share options do not impact the diluted net asset value per share for 2012 and 2011 as their exercise price was higher than the average market price of the Company's shares on the London Stock Exchange (AIM division) during the year ended 31 December 2012 and 2011. 

 

22.  Segment reporting

The Group's monitoring and strategic decision making process in relation to its investments is separated into two activity lines which are also identified as the Group's operating segments. These operating segments are monitored and strategic decisions are made on the basis of segment operating results.

 

Segment information can be analysed as follows. 

 

	Equity and debt instruments investment activities		Investment property activities		Total per financial statements
	2012	2011	2012	2011	2012	2011
Segment results	US $000	US $000	US $000	US $000	US $000	US $000
Investment income
Interest and dividend income	22,140	18,891	-	-	22,140	18,891
Investment property income	-	-	5,382	5,684	5,382	5,684
Gain / (loss) on  investments	6,345	(14,490)	961	4,103	7,306	(10,387)
	------	------	------	------	------	------
Gross profit	28,485	4,401	6,343	9,787	34,828	14,188
Other income	694	3,000	-	-	694	3,000
Administrative expenses	(4,211)	(4,235)	(818)	(816)	(5,029)	(5,051)
	------	------	------	------	------	------
Operating profit	24,968	3,166	5,525	8,971	30,493	12,137
Finance costs	(682)	(1,391)	(3,554)	(3,763)	(4,236)	(5,154)
Finance income	610	-	-	-	610	-
	------	------	------	------	------	------
Profit before taxation	24,896	1,775	1,971	5,208	26,867	6,983
Taxation charge	(44)	(167)	(1,166)	(1,460)	(1,210)	(1,627)
	------	------	------	------	------	------
Profit for year	24,852	1,608	805	3,748	25,657	5,356
	------	------	------	------	------	------
Segment assets	163,648	145,599	128,153	124,135	291,801	269,734
	------	------	------	------	------	------
Segment liabilities	26,351	31,628	92,474	92,669	118,825	124,297
	------	------	------	------	------	------

 

 

The Group's investment income and its investments are divided into the following geographical areas:

	Equity and debt instruments investment activities			Investment property activities			Total per financial statements
	2012	2011	2012		2011	2012		2011
Investment Income	US $000	US $000	US $000		US $000	US $000		US $000
Switzerland	-	72	8,858		9,787	8,858		9,859
Other European countries	(2,391)	(3,540)	-		-	(2,391)		(3,540)
United States	34,075	11,190	-		-	34,075		11,190
India	(8,279)	(1,569)	-		-	(8,279)		(1,569)
Asia	2,565	(1,752)				2,565		(1,752)
	------	------	------		------	------		------
	25,970	4,401	8,858		9,787	34,828		14,188
	------	------	------		------	------		------
Investments
Switzerland	-	-	126,543		122,518	126,543		122,518
Other European countries	23,055	37,171	-		-	23,055		37,171
United States	75,575	70,681	-		-	75,575		70,681
India	18,405	24,670	-		-	18,405		24,670
Asia	26,397	3,410	-		-	26,397		3,410
	------	------	------		------	------		------
	143,432	135,932	126,543		122,518	269,975		258,450
	------	------	------		------	------		------

Investment income, comprising interest and dividend income, gains or losses on investments, and investment property income, is allocated on the basis of the customer's geographical location in the case of the investment property activities segment and the issuer's location in the case of the equity and debt instruments investment activities segment. Investments are allocated based on the issuer's location.

During 2012, 89% of the Group's rent relates to rental income from a single customer (SBB - Swiss national transport authority) in the investment property activities segment (2011: 88%).

23.  Interest and dividend income

	2012		2011
	US $000		US $000
Interest from investments	1,576		2,886
Dividend income	20,564		22,157
Interest receivable written off	-		(6,152)
	------		------
	22,140		18,891
	------		------

 

24.  Investment property income

	2012		2011
	US $000		US $000
Gross rental income	5,793		6,159
Direct expenses	(411)		(475)
	------		------
	5,382		5,684
	------		------

All direct expenses relate to the generation of rental income.

 

25.  Gain / (loss) on investments

	2012		2011
	US $000		US $000
Gain on sale of investments	3,178		438
Investment property revaluation	961		4,103
Foreign exchange gain / (loss)	130		(456)
Loss due to impairment of available-for-sale  financial assets	(18,133)		(9,873)
Fair value gains / (losses) on financial assets through profit or loss	18,234		(4,080)
Fair value gains / (losses) on derivative instruments	3,124		(379)
Bank custody fees	(188)		(140)
	------		------
	7,306		(10,387)
	------		------

The investments disposed of during the year resulted in the following realised gains/(losses) (i.e. in relation to their original acquisition cost):

	2012		2011
	US $000		US $000
Available-for-sale	497		(430)
At fair value through profit or loss	22		535
	------		------
	519		105
	------		------

 

 

26.  Other income

	2012		2011
	US $000		US $000
Settlement of litigation	-		3,000
Disposal gain	250		-
Warehouse Carry income	244		-
Insurance claim received	200		-
	------		------
	694		3,000
	------		------

 

Disposal gain relates to the sale of a fully amortized domain name.

 

Warehouse Carry income relates to the accrued income net of related costs received on portfolios of US senior secured loans for certain CLO transactions where the Group took the first-loss risk prior to closing of such CLO transactions.

 

Insurance claim received relates to compensation against legal expenses. 

 

27.  Administrative expenses

	2012		2011
	US $000		US $000
Legal expenses	93		1,989
Directors' fees and expenses	2,593		1,367
Share option expense	-		4
Professional and consulting fees	828		415
Other salaries and expenses	503		463
Office cost	306		298
Depreciation	81		100
Other operating expenses	426		493
Provision for legal and other cases - reversal	-		(224)
Audit fees	199		146
	------		------
	5,029		5,051
	------		------

 

Throughout 2012 the Group employed 6 members of staff (2011: 6).

 

Other salaries and expenses include USD 31,858 of social insurance and similar contributions (2011: USD 31,406), as well as USD 18,750 of defined contributions plan costs (2011: USD 12,247).

28.  Finance costs and income

	2012	2011
	US $000	US $000
Finance costs
Bank interest on investment property loan	3,547	3,763
Other bank interest	689	572
Foreign exchange loss	-	819
	------	------
	4,236	5,154
	------	------
Finance income
Foreign exchange gain	610	-
	------	------
Net finance costs	3,626	5,154
	------	------

 

29.  Taxation

	2012	2011
	US $000	US $000
Current tax charge	200	324
Prior year tax charge	8	(10)
Deferred tax charge	1,002	1,313
	------	------
	1,210	1,627
	------	------
The tax charge for the year can be reconciled to the accounting profit as follows:
Profit before tax	26,867	6,983
	------	------
Effect of applicable corporation tax rates	928	1,213
Effect of income not subject to tax	(855)	(899)
Effect of expenses not deductible for tax purposes	63	90
Effect of current year losses	(109)	(355)
Prior year tax charge	8	(10)
Interest withholding tax	44	166
Property tax	129	109
Deferred tax charge	1,002	1,313
	------	------
Tax for the year	1,210	1,627
	------	------

The Company is an international business company based in the British Virgin Islands (BVI) and, under the BVI laws, is not subject to corporation tax. Corporation tax is calculated with reference to the results of the Company's subsidiaries.

 

30.  Earnings per share

Basic earnings per share has been calculated by dividing the profit for the year attributable to ordinary shareholders of the parent Company by the weighted average number of ordinary shares in issue of the parent during the relevant financial periods. 

Diluted earnings per share is calculated after taking into consideration other potentially dilutive shares in existence during the year ended 31 December 2012 and the year ended 31 December 2011.

 

	2012	2011
Profit for the year attributable to ordinary shareholders of the parent (USD 000)	25,657	5,356
	-------------	-------------
Weighted average number of ordinary shares outstanding	220,907,964	267,345,907
	-------------	-------------
Basic earnings per share (USD)	0.12	0.02
	-------------	-------------
Weighted average number of ordinary shares including the effect of potentially dilutive shares	220,907,964	267,345,907
	-------------	-------------
Diluted earnings per share (USD)	0.12	0.02
	-------------	-------------

The decrease in the weighted average number of ordinary shares outstanding is due to the acquisition of treasury shares during the year (note 13).

The Share options do not impact the diluted earnings per share for 2012 and 2011 as their exercise price was higher than the average market price of the Company's shares on the London Stock Exchange (AIM division) during the year ended 31 December 2012 and 2011. 

 

31.  Related party transactions

The Group is controlled by Groverton Management Ltd, an entity owned by Noam Lanir, which at 31 December 2012 held 77.70% (2011: 60.60%) of the Company's effective voting rights.

 

	2012	2011
	US $000	US $000
Amounts owed by /(to) key management
Loans	-	5,589
Other assets	5,640	-
Directors' current accounts	533	(60)
	------	------
	6,173	5,529
	-------	-------
Amounts owed to other related party
Loans	(4,012)	-
Trade payable	(810)	-
	------	------
	(4,822)	-
	-------	-------
Key management compensation
Short term benefits
Executive directors fees*	795	795
Executive directors reward payments	1,700	500
Non-executive directors fees	98	72
	------	------
	2,593	1,367
Share option expense	-	4
	------	------
	2,593	1,371
	-------	-------

* These payments were made directly to companies to which they are related.   

Loans of USD 5.523m were made to a key management employee for the acquisition of shares in the Company. Interest was payable on these loans at 6 month US LIBOR plus 0.25% per annum and the loans were secured on the shares acquired. The loans were repayable on the earlier of the employee leaving the Company or April 2013. In December 2012 the Board decided to renew the outstanding amount of these loans for a period of another five years. Based on the Board's decision, the outstanding amount will be reduced annually on a straight line over five years, as long as the key management employee remains with the Company.   These loans in 2011 were included within other investments under available-for-sale financial assets (note 4). Accrued interest as at 31 December 2011 on the above loans amounts to USD 0.066m and was included under trade and other receivables (note 11).  As from December 2012 the loans together with their related accrued interest of USD 0.117m have been reclassified as "other assets" and are included under trade and other receivables (note 11).

 

A loan with a balance at 31 December 2012 of USD 4.0m (31 December 2011: USD 0m) has been received from a related company Chanpak Ltd. The loan is free of interest, it is unsecured and is repayable on demand. This loan is included within trade and other payables (note 19).

 

Noam Lanir, through an Israeli partnership, is the major shareholder of Babylon Limited, an Israel based Internet Services Company. The Group has purchased 1.129m additional shares of Babylon Ltd at a cost of USD 4.6m and as of 31 December 2012 it held a total of 3.915m shares at a value of USD 22.3m which represents 8.15% of its effective voting rights. The investment in Babylon Ltd is included within public equity investments under financial assets at fair value through profit or loss (note 5).

 

32.  Provisions

 

The movement in the provisions for the year is as follows:

	2012	2011
	US $000	US $000
As at 1 January	1,142	1,585
Amounts reversed	-	(224)
Settlements	(833)	(197)
Exchange differences	(9)	(22)
	-----	-----
As at 31 December	300	1,142
	------	------

 

The Company provided a corporate guarantee to a bank in the amount up to €2.1m as part of a shareholders' guarantee required by a financing bank as a condition to a loan facility provided to DTH-Boom.

 

A settlement agreement concerning the guarantee was reached during the first quarter of 2012 and the settlement concluded in the second quarter of 2012 under which the Group paid USD 0.833m.

 

33.  Litigation

Ex employee vs Empire Online Ltd

In 2007 an ex employee of Empire Online Limited (the Company's former name) filed a law suit against one of its Directors and the Company in the Labor Court in Tel Aviv. According to the lawsuit the plaintiff claims compensation relating to the sale of all commercial activities of Empire Online Limited until the end of 2006, and the dissolution of the company and the terms of termination of his employment with Empire Online Limited.  The litigation procedure is in progress in Israel.

 

Prior to the filing of the lawsuit in Israel, the Company filed a claim against the plaintiff in the Court in Cyprus based upon claims concerning breach of faith of the plaintiff towards his employers.  Litigation was completed in Israel and a final decision is pending.

 

No further information is provided on the above case as the Directors consider it could prejudice the outcome of any claim.

 

34.  Commitments and contingencies

The Group has no capital or other commitments as at 31 December 2012.  

 

35.  Events after the reporting date

After the reporting period, the Manager of SRS Charminar has reported a settlement with IL&FS and the investee company which is subject to certain court and regulatory approvals (note 4). 

 

36.  Financial risk management objectives and policies

Background

The Group's financial instruments comprise available for sale financial assets, financial assets at fair value through profit or loss, derivatives, cash balances and receivables and payables that arise directly from its operations.  For an analysis of financial assets and liabilities by category, refer to note 37.

 

Risk objectives and policies

The objective of the Group is to achieve growth of shareholder value, in line with reasonable risk, taking into consideration that the protection of long-term shareholder value is paramount. The policy of the Board is to provide a framework within which the investment manager can operate and deliver the objectives of the Group.

 

Risks associated with financial instruments

Foreign currency risk

Foreign currency risks arise in two distinct areas which affect the valuation of the investment portfolio, 1) where an investment is denominated and paid for in a foreign currency; and 2) where an investment has substantial exposure to non-US Dollar underlying assets or cash flows denominated in a foreign currency. The Group in general does not hedge its currency exposure. The Group discretionally and partially hedges against foreign currency movements affecting the value of the investment portfolio based on its view on the relative strength of certain currencies.  Any hedging transactions represent economic hedges; the Group does not apply hedge accounting in any case.  Management monitors the effect of foreign currency fluctuations through the pricing of the investments. The level of investments denominated in foreign currencies held by the Group at 31 December 2012 is the following:

	2012 US $000	2012 US $000	2012 US $000	2011 US $000	2011 US $000	2011 US $000
	Financial assets	Liabilities	Net value	Financial assets	Liabilities	Net value
British Pounds (GPB)	8,650	(13,478)	(4,828)	8,022	(3,914)	4,108
Euro	7,856	(154)	7,702	14,460	(8,649)	5,811
Swiss Francs (CHF)	42,660	(1,228)	41,432	43,033	(9,662)	33,371
Indian Rupee (INR)	10,106	-	10,106	16,459	-	16,459
Israel Shekels (ILS)	22,940	(7,851)	15,089	6,615	(3,780)	2,835
Others	-	(2,816)	(2,816)	27	(3,066)	(3,039)
	------	------	------	------	------	------
Total	92,212	(25,527)	66,685	88,616	(29,071)	59,545
	------	------	------	------	------	------

Also, some of the USD denominated investments are backed by underlying assets which are invested in non-USD assets. For instance, investments in certain emerging market private equity funds are denominated in USD but the funds in turn have invested in assets denominated in non-USD currencies.

A 10% increase of the following currency rates against the rate of United States Dollar (USD) at 31 December 2012 would have the following impact.  A 10% decrease of the following currencies against USD would have an approximately equal but opposite impact.

	2012 US $000	2012 US $000	2011 US $000	2011 US $000
	Profit or loss	Other comprehensive income	Profit or loss	Other comprehensive income
British Pounds (GPB)	(483)	-	411	-
Euro	770	-	581	-
Swiss Francs (CHF)	4,143	-	3,337	-
Indian Rupee (INR)	1,011	-	1,645	-
Israel Shekels (ILS)	1,509	-	283	-
	------	------	------	------
Total	6,950	-	6,257	-
	------	------	------	------

The above analysis assumes that all other variables in particular, interest rates, remain constant.  The analysis does not include the impact arising from the translation of foreign operations from their functional to the presentation currency.  

 

Interest rate risk

The Group is exposed to interest rate risk on its interest-bearing instruments which are affected by changes in market interest rates. The Group has borrowings of USD 86.3m (2011: USD 84.3m) related to a real estate asset (Wylerpark, Bern), which have been fixed through the use of an interest rate swap.

The Group has banking credit lines which are available on short notice for the Group to use in its investment activities, the costs of which are based on variable rates plus a margin. When an investment is made utilising the facility, consideration is given to the financing costs which would impact the returns. The level of banking facilities used is monitored by both the Board and the management on a regular basis. The level of banking facilities utilised at 31 December 2012 was USD 19.7m (2011: USD 28.2m)

As at 31 December 2012 the Group had no financial liabilities that bore an interest rate risk, other than the previously disclosed bank facilities.

Interest rate changes will also impact equity prices. The level and direction of changes in equity prices are subject to prevailing local and world economics as well as market sentiment all of which are very difficult to predict with any certainty.

The Group has fixed and floating rate financial assets including bank balances that bear interest at rates based on the banks floating interest rates.  In particular, the fair value of the Group's fixed rate financial assets is likely to be negatively impacted by an increase in interest rates.  The interest income of the Group's floating rate financial assets is likely to be positively impacted by an increase in interest rates.

The Group has exposure to US bank loans and to a lesser degree emerging market loans through CLO equity tranches. An investment in the CLO equity tranche represents a leveraged investment into such loans. As these loans (assets of a CLO) and the liabilities of a CLO are floating rate in nature (typically 3 month LIBOR as the base rate), the residual income to CLO equity tranches is normally linked to the floating rate benchmark and thus normally do not carry substantial interest rate risk. In the current low rate environment, however, most loans feature a LIBOR floor. The presence of LIBOR floors creates an interest rate risk to CLO equity distributions as long as the benchmark rate is below the weighted average LIBOR floor level on the CLO loan portfolio. Thus, an increase in the benchmark floating rate up to the weighted average LIBOR floor level is expected to cause distributions to CLO equity to reduce whereas a decrease in the benchmark floating rate is expected to increase such distributions.

The Group's interest bearing assets and liabilities are as follows:            

	2012 US $000	2011 US $000
Financial assets - subject to:
- fair value changes	9,954	22,413
- interest changes	87,980	62,078
	------	------
Total	97,934	84,491
	------	------
Financial liabilities - subject to:
- interest changes	106,017	112,558
- both fair value and interest changes	5,526	8,515
	------	------
Total	115,543	121,073
	------	------

Changes in market interest rates will affect the valuation of fixed rate interest bearing instruments. A 1% (100 basis points) change in market interest rates would result in an estimated 1.22% change in the net asset value as at 31 December 2012 (2011: 1.65%)

An increase of 1% (100 basis points) in interest rates would have the following impact.  An equivalent decrease would have an approximately equal but opposite impact.

 

	2012 US $000	2012 US $000	2011 US $000	2011 US $000
	Profit or loss	Other comprehensive income	Profit or loss	Other comprehensive income
Financial assets
- fair value changes	(535)	-	(855)	(61)
- interest changes	880	-	621	-
Financial liabilities
- fair value changes	1,739	-	2,769	-
- interest changes	21	-	(69)	-
	------	------	------	------
	2,105	-	2,466	(61)
	------	------	------	------

The above analysis assumes that all other variables, in particular currency rates, remain constant.  

Market price risk

By the nature of its activities, most of the Group's investments are exposed to market price fluctuations. The Board monitors the portfolio valuation on a regular basis and consideration is given to hedging or adjusting the portfolio against large market movements.

The Group had no single major financial instrument that in absolute terms and as a proportion of the portfolio could result in a significant reduction in the NAV and share price.  Due to the very low exposure of the Group to public equities, and having no specific correlation to any market, the equity price risk is low.  The portfolio as a whole does not correlate exactly to any Index.

Management of risks is primarily achieved by having a diversified portfolio to spread the market price risk. The Group has investments in CLO equity tranches. These investments represent leveraged exposure to typically senior secured loans. Investments in CLOs are subject to many risks including market price risk, liquidity, credit risk, interest rate, reinvestment and certain other risks.

Prices of these CLO investments may be volatile and will generally fluctuate due to a variety of factors that are inherently difficult to predict, including but not limited to changes in prevailing credit spreads and yield expectations, interest rates, underlying portfolio credit quality and market expectations of default rates on non-investment grade loans, general economic conditions, financial market conditions, legal and regulatory developments, domestic and international economic or political events, developments or trends in any particular industry, and the financial condition of the obligors that constitute the underlying portfolio.

A 10% uniform change in the value of the Group's portfolio of financial instruments (excluding private equities and financial and minority holdings) would result in a 6.63% change in the net asset value as at 31 December 2012 (2011: 6.81%), and would have the following impact (either positive or negative, depending on the corresponding sign of the change):

	2012 US $000	2012 US $000	2011 US $000	2011 US $000
	Profit or loss	Other comprehensive income	Profit or loss	Other comprehensive income
Available-for-sale financial assets	12	7,732	26	6,639
Financial assets at fair value through profit or loss	3,703	-	3,242	-
	------	------	------	------
	3,715	7,732	3,268	6,639
	------	------	------	------

 

Derivatives

The Investment Manager may use derivative instruments in order to mitigate market risk or to take a directional investment. These provide a limited degree of protection against a rise in interest rates and would not materially impact the portfolio returns if a large market movement did occur.

Credit Risk

The Group invests in a wide range of securities with various credit risk profiles including investment grade securities and sub investment grade positions. The investment in debt instruments is both in investment grade securities and in sub investment grade or unrated debt instruments. The investment manager mitigates the credit risk via diversification across issuers. However, the Group is exposed to a migration of credit rating, widening of credit spreads and default of any specific issuer.

The Group only transacts with regulated institutions on normal market terms which are trade date plus one to three days. The levels of amounts outstanding from brokers are regularly reviewed by the management. The duration of credit risk associated with the investment transactions is the period between the date the transaction took place, the trade date and the date the stock and cash are transferred, the settlement date. The level of risk during the period is the difference between the value of the original transaction and its replacement with a new transaction. The Group is mainly exposed to credit risk in respect of its interest bearing investments of USD 83.4m (2011: USD 82.5m). The Group's maximum credit risk exposure at 31 December 2012 is USD 99.0m (2011: USD 92.4m)

The fair values of the Group's investments in bonds and other debt instruments are also affected by the credit risk of those instruments.  However, it is not practical to provide an analysis of the changes in fair values due to the credit risk impact for the year or previous periods, nor to provide any relevant sensitivity analysis.

The Group has exposure to US senior secured loans and to a lesser degree emerging market loans through CLO equity tranches. These loans are primarily non-investment grade loans or interests in non-investment grade loans, which are subject to credit risk among liquidity, market value, interest rate, reinvestment and certain other risks. It is anticipated that these non-investment grade loans generally will be subject to greater risks than investment grade corporate obligations.

A non-investment grade loan or debt obligation or an interest in a non-investment grade loan is generally considered speculative in nature and may become a defaulted security for a variety of reasons. A defaulted security may become subject to either substantial workout negotiations or restructuring, which may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of principal, and a substantial change in the terms, conditions and covenants with respect to such defaulted security. In addition, such negotiations or restructuring may be quite extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery on such defaulted security. Bank loans have historically experienced greater default rates than has been the case for investment grade securities. 

The Group has no investment in sovereign debt as at 31 December 2012 or 2011.

 

At 31 December the credit rating distribution of the Group's asset portfolio subject to credit risk (bonds and other debt instruments, bank balances and receivables) was as follows:

Rating	2012 Amount	Percentage	2011 Amount	Percentage
	US $000		US $000
AA	-	-	1,000	1.0%
A	-	-	8,598	9.0%
A+	895	0.9%	-	-
A-	872	0.9%	841	1.0%
BBB	463	0.5%	2,522	3.0%
BBB+	14,334	14.5%	9,100	10.0%
BBB-	1,196	1.2%	3,388	4.0%
B	-	-	2,343	2.0%
BB	1,012	1.0%	2,405	3.0%
BB+	5,221	5.3%	5,669	6.0%
BB-	481	0.5%	-	-
C	-	-	192	0.0%
Not Rated	74,536	75.2%	56,355	61.0%
	------	------	------	------
	99,010	100%	92,413	100%
	------	------	------	------

Included within "not rated" amounts are investments in loan market through CLOs of USD 73.181m (2011: USD 53.814m). 

The modelled IRRs on the CLO portfolio are in the low-mid teens with current cash distributions of over 25%.

Liquidity Risk

The major financial liability of the Group is the bank loan of CHF 78.9m (USD 86.2m) used for purchase of a real estate property, which has a maturity in 2014.  The loan is collateralized by property valued at CHF 115.9m (USD 126.5m) at 31 December 2012.  The loan is non-recourse, i.e. the holding company and its assets (apart from the Wyler Park property) are neither pledged for this loan nor liable for recovery in case of default.  The following table summarizes the contractual cash outflows in relation to the Group's financial liabilities according to their maturity.

31 December 2012	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
	US $000	US $000	US $000	US $000
Borrowings	20,503	86,909	-	-
Derivative financial instruments	3,460	2,085	-	-
Other financial liabilities	6,191	-	-	-
	------	------	------	------
Total	30,154	88,994	-	-
	------	------	------	------

 

31 December 2011	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
	US $000	US $000	US $000	US $000
Borrowings	29,005	764	84,985	-
Derivative financial instruments	3,373	3,172	2,018	-
Financial guarantee contract	842
Other financial liabilities	1,853	-	-	-
	------	------	------	------
Total	35,073	3,936	87,003	-
	------	------	------	------

A significant proportion of the Group's portfolio is invested in mid-term private equity investments with low or no liquidity. The investments of the Group in publicly traded securities are subject to availability of buyers at any given time and may be very low or non-existent subject to market conditions.

There is currently no exchange traded market for CLO securities and they are traded over-the-counter through private negotiations or auctions subject to market conditions.  Currently the CLO market is liquid, but in times of market distress the realization of the investments in CLOs through sales may be below fair value. The Group treats its investments in the loan market through CLOs as non-current investments as the Group generally intends to hold such investments over a longer period.

The management take into consideration the liquidity of each investment when purchasing and selling in order to maximise the returns to shareholders by placing suitable transaction levels into the market.

At 31 December 2012, the Group had liquid investments totalling USD 127.6m, comprising of USD 14.5m in cash and cash equivalents, USD 73.2 in investments in loan market through CLOs, USD 10.2m in fixed income investments, USD 26.7m in public equities and USD 3.0m in hedge funds. Management structures and manages the Group's portfolio based on those investments which are considered to be long term, core investments and those which could be readily convertible to cash, are expected to be realised within normal operating cycle and form part of the Group's treasury function.

The following table lists the contractual cash inflows in relation to the Group's financial assets with a contractual maturity based on their maturity.

31 December 2012	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
	US $000	US $000	US $000	US $000
Available-for-sale financial assets	5	-	1,432	71,749
Financial assets at fair value through profit or loss	-	-	1,012	10,248
Cash at bank	14,505
Other financial assets	1,492
	------	------	------	------
	16,002	-	2,444	81,997
	------	------	------	------

 

31 December 2011	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
	US $000	US $000	US $000	US $000
Available-for-sale financial assets	-	10,879	-	55,489
Financial assets at fair value through profit or loss	473	-	3,010	19,080
Cash at bank	2,060
Other financial assets	8,538
	------	------	------	------
	11,071	10,879	3,010	74,569
	------	------	------	------

 

Capital Management

The Group considers its capital to be its issued share capital and all of its reserves.

Net debt to equity

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the balance between its net debt and equity.

Net debt to equity ratio is calculated using the following amounts as included on the consolidated statement of financial position, for the reporting periods under review:

	2012	2011
	US $000	US $000
Cash at bank	(14,505)	(2,060)
Bank overdrafts	19,759	19,306
Bank loans	86,258	84,316
Short term bank loans	-	8,935
	------	------
Net Debt	91,512	110,497
	------	------
Total equity	172,976	145,437
	------	------
Net debt to equity ratio	0.53	0.76
	-------	-------

 

The decrease of the ratio in 2012 is mainly attributable to the profitability of the year that increased Group's equity.  At the same time increases in cash and cash equivalents during the year decreased the Group's net debt. The Board believes that the ratio remains at an acceptable and manageable level.

Re-purchase of own shares

The Board believes that the ability of the Company to re-purchase its own Ordinary shares in the market may potentially benefit equity shareholders of the Company. The re-purchase of Ordinary shares at a discount to the underlying net asset value enhances the net asset value per share of the remaining equity shares.

Under this policy, in 2012, the Company bought 56,052,180 (2011: 27,497,119) of its Ordinary shares at an average price of USD 0.29 (2011: USD 0.26) per share.

 

 

37.  Financial assets and liabilities by IAS 39 category

	Note	2012     US $000	2011     US $000
Financial assets:
Loans and receivables:
Trade and receivables	11	1,492	8,538
Cash at bank	12	14,505	2,060
		------	------
		15,997	10,598
Available-for-sale financial assets	4	103,921	101,585
Financial assets at fair value through profit or loss	5	39,511	34,347
		------	------
		159,429	146,530
		-------	-------
Financial liabilities:
Financial liabilities at amortised cost:
Bank loan	15	86,258	84,316
Bank overdrafts	17	19,759	19,306
Short term bank loans	18	-	8,935
Other financial liabilities	19	6,191	1,853
Financial guarantee contract	32	-	842
		------	------
		112,208	115,252
Financial liabilities at fair value through profit or loss:
Derivative financial instruments	16	5,526	8,515
		------	------
		117,734	123,767
		-------	-------

 

The carrying amount of the financial assets and liabilities at amortised cost approximates to their fair value.