Half Yearly Report

RNS Number : 0774A
Kuala Limited
18 December 2014
 



18 December 2014

 

KUALA LIMITED

(FORMERLY CHINA GROWTH OPPORTUNITIES LIMITED)

 

UNAUDITED HALF-YEARLY RESULTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2014

 

 

KEY POINTS

·      Net liabilities per share at 30 September 2014 of 0.17p (31 March 2014: 0.05p).

·      At the Company's Annual General Meeting ("AGM") held on 12 November 2014, the shareholders voted in favour of the Company's recapitalisation proposal.  The structural changes, which became effective on 12 November 2014.

·      Current cash balance of approximately £500,000.

. Copies can be obtained in hard copy form free of charge, from the Company Secretary, Elysium Fund Management Limited, PO Box 650, 1st Floor, Royal Chambers, St Julian's Avenue


For further information please visit www.kualalimited.com or contact:

 

James Biddle (Nomad & Joint Broker)

RFC Ambrian Limited
Tel: +44 203 3440 6835

Elysium Fund Management Limited

PO Box 650

1st Floor

Royal Chambers

St Peter Port

Guernsey

GY1 3JX

 

Tel: +44 1481 810 100

Fax: +44 1481 810 120

e-mail: elysium@elysiumfundman.com

 

 

CHAIRMAN'S STATEMENT

I am pleased to have the opportunity to present the unaudited condensed half-yearly results of Kuala Limited (formerly China Growth Opportunities Limited) (the "Company") for the six-month period ended 30 September 2014. 

 

The net liabilities of the Company at 30 September 2014 were £117,000 (30 September 2013: net asset value of £77,000, 31 March 2014:  net liabilities £34,000), equal to net liabilities of 0.17p per Ordinary Share (30 September 2013: net assets of 0.11p per Ordinary Share, 31 March 2014: 0.05p net liabilities per Ordinary Share).  The decrease in value from 31 March 2014 was due to the net loss for the period of £83,000 (30 September 2013: loss of £123,000, 31 March 2014: loss of £234,000).

The share price dropped during the period by 14% from the 31 March 2014 price of 1.05p to 0.90p per Ordinary Share at 30 September 2014 and, at the period end, the Ordinary Shares traded at a significant premium to the Company's net liabilities.

 

To cover current liabilities and costs, Scarborough made available a £150,000 loan facility to the Company, on 30 June 2014.  The loan was unsecured and bore interest at a rate of 4% per annum.  The loan and the related interest were repayable by 31 December 2015.  On 16 June 2014, £50,000 was called from the loan facility with Scarborough.  Following the equity raising of £668,000 on 12 November 2014, the loan and related interest of £871 were repaid in full, without penalty, on 18 November 2014 and the facility was cancelled.

 

At the Company's AGM held on 12 November 2014, the shareholders voted in favour of the Company's recapitalisation proposal, which was circulated to shareholders on 20 October 2014.  The structural changes became effective on 12 November 2014.

  The main changes to the Company, which are explained in more detail in note 12, comprised the following:

·      Issue of shares

Each Existing Ordinary Share of £0.01 was sub-divided, into one Ordinary Share of £0.001 and one Deferred Share of £0.009.  Subsequently, £668,000 was raised via a subscription of 201,204,820 Ordinary Shares of £0.001 at a price of £0.003320 per share.  Then, the Ordinary Shares were consolidated so that every 10 Ordinary Shares of £0.001 became one Ordinary Share of £0.01 each.  Therefore, on admission there were 27,120,552 Ordinary Shares of £0.01 each in issue.  Admission of the 27,120,552 Ordinary Shares became effective on 13 November 2014.

·      Issue of Warrants

The Company entered into a Warrant Instrument pursuant to which the Company issued 158,400,000 Subscription Anti-Dilution Warrants to the Subscribers pro rata to their participation in the Subscription, which can only be exercised to the extent outstanding Warrants as at the date of the Subscription (the "Warrants") are exercised.

·      Increase in authorised share capital

The authorised share capital limit of the Company was increased from £2,000,000 to £20,000,000.

·      Waiver of Rule 9 of the Takeover Code

Following the AGM, the Subscribers, constituting the concert party members, held 201,204,820 Ordinary Shares, representing 74.19% of the issued share capital of the Company.  The Subscribers had also been issued with 158,400,000 Subscription Anti-Dilution Warrants.  Immediately after the AGM, the maximum controlling position of the Subscribers, including the acquisition by Regent Mercantile Holdings Limited ("Regent"), and after exercising the Subscription Anti-Dilution Warrants in full, was 77.88% of the issued share capital.

·      Change of Directors

Ian Burns and I joined the Board as a Non-Executive Director and Executive Chairman respectively, and Kevin McCabe and Nicholas Brooke resigned as Directors of the Company.

 

·     

Adoption of new Investing Policy as detailed on the Company's website.

 

·     

The Company changed its name from China Growth Opportunities Limited to Kuala Limited.

·      Suspension from and re-admission to trading on AIM and change of Nominated Adviser

The previous Nominated Adviser, N+1 Singer, resigned on 13 October 2014.  Following the resignation of N+1 Singer, the Company was suspended from trading on AIM.  On 12 November 2014, RFC Ambrian Limited "Ambrian" was appointed as the Company's Nominated Adviser and the Company resumed trading on AIM on 13 November 2014.  In addition, Ambrian and Peterhouse Corporate Finance Limited ("Peterhouse") were appointed as joint brokers.

 

·      Change of Investing Policy resulted triggered AIM Rule 15 event

As a result of the change in Investing Policy, the Company is now a company subject to Rule 15 of the AIM Rules for Companies and as such has until 13 November 2015 to have made an acquisition or acquisitions which constitute a reverse takeover under Rule 14 or otherwise implemented its investing policy. If it has not done so by this date, trading in the Company's Ordinary Shares on AIM will be suspended pending implementation. If the Ordinary Shares remained suspended for a further 6 months from that date then trading would be cancelled.

At 30 September 2014, the Company's only investment was an equity stake in Starlight Viewpoint Limited, which is part of the Wan Wei Group and has been valued at nil (30 September 2013 and 31 March 2014: nil).  It is highly unlikely that the Company will recover any value in Starlight Viewpoint Limited as the Wan Wei Group has a history of bad debt problems and has insufficient working capital to advance the business.

Outlook

Stephen Dattels

17 December 2014

 

 

CONDENSED HALF-YEARLY STATEMENT OF COMPREHENSIVE INCOME

 

for the six months ended 30 September 2014

 

 


Note

1 April 2014 to

30 September 2014

1 April 2013 to

30 September 2013

1 April 2013 to

31 March  2014



(unaudited)

(unaudited)

(audited)



£'000

£'000

£'000






Expenses





Administration fees


(50)

(50)

(100)

Directors' remuneration


-

(36)

(63)

Other expenses


(20)

(24)

(46)

Nominated adviser and broker's fees


(13)

(13)

(25)



------------

------------

------------

Total expenses


(83)

(123)

(234)








------------

------------

------------

Total comprehensive loss for the period/year


(83)

(123)

(234)



------------

------------

------------

Loss per share - basic and diluted

6

(0.12)p

(0.18)p

(0.33)p

 



 

CONDENSED STATEMENT OF FINANCIAL POSITION

as at 30 September 2014



Note

30 September 2014

30 September 2013

31 March 2014



(unaudited)

(unaudited)

(audited)



£'000

£'000

£'000

Current assets





Other receivables


6

5

7

Cash and cash equivalents


18

134

44



----------

----------

----------



24

139

51



----------

----------

----------

Total assets


24

139

51



----------

----------

----------

Current liabilities





Payables and accruals


(141)

(62)

(85)



----------

----------

----------

Net (liabilities)/assets


(117)

77

(34)



----------

----------

----------






Capital and reserves attributable to equity

holders of the Company





Share capital

10

700

700

700

Other reserve


2,293

2,293

2,293

Distributable reserves


(3,110)

(2,916)

(3,027)



---------

---------

----------

Total equity shareholders' funds


(117)

77

(34)



----------

----------

----------






Net Asset Value per Ordinary Share - basic and diluted

9

(0.17)p

0.11p

(0.05)p

 



 

CONDENSED HALF-YEARLY STATEMENT OF CHANGES IN EQUITY

 

 

for the six months ended 30 September 2014 (unaudited)

 

 

Share capital

Other reserve

Distributable reserves

 

Total


£'000

£'000

£'000

£'000

Balance at 31 March 2014

700

2,293

(3,027)

(34)

Total comprehensive loss for the period





Loss for the period

-

-

(83)

(83)


----------

----------

----------

----------

Balance at 30 September 2014

700

2,293

(3,110)

(117)


----------

----------

----------

----------

 

for the six months ended 30 September 2013 (unaudited)

 

 

Share capital

Other reserve

Distributable reserves

 

Total

 


£'000

£'000

£'000

£'000

 

Balance at 31 March 2013

700

2,293

(2,793)

200

 

Total comprehensive loss for the period





 

Loss for the period

-

-

(123)

(123)

 


----------

----------

----------

----------

 

Balance at 30 September 2013

700

2,293

(2,916)

77

 


----------

----------

----------

----------

 

 

for the year ended 31 March 2014 (audited)

 

 

Share capital

Other reserve

Distributable reserves

 

Total

 


£'000

£'000

£'000

£'000

 

Balance at 31 March 2013

700

2,293

(2,793)

200

 

Total comprehensive loss for the year





 

Loss for the year

-

-

(234)

(234)

 


----------

----------

----------

----------

 

Balance at 31 March 2014

700

2,293

(3,027)

(34)

 


----------

----------

----------

----------

 



 

 

CONDENSED HALF-YEARLY STATEMENT OF CASH FLOWS

for the six months ended 30 September 2014

 

 


1 April 2014 to

30 September 2014

1 April 2013 to

30 September 2013

1 April 2013 to

31 March 2014


(unaudited)

(unaudited)

(audited)


£'000

£'000

£'000

Cash flows from operating activities




Administration fees paid

(50)

(50)

(75)

Directors' remuneration paid

-

(36)

(69)

Other expenses paid

(13)

(38)

(58)

Nominated adviser and broker's fees paid

(13)

(13)

(25)


----------

----------

----------

Net cash outflow from operating activities

        (76)

      (137)               

(227)





Cash flow from financing activities




Issue of shareholders loan

50

-

-


----------

----------

----------

Net cash outflow from financing activities

50

-

-


----------

----------

----------






----------

----------

----------

Decrease in cash and cash equivalents

(26)

(137)

(227)


----------

----------

----------









Cash and cash equivalents brought forward

44

271

271

Decrease  in cash and cash equivalents

(26)

(137)

(227)


----------

----------

----------

Cash and cash equivalents carried forward

18

134

44


----------

----------

----------

 



 

NOTES TO THE UNAUDITED HALF-YEARLY RESULTS

for the six months ended 30 September 2014


1.  General Information

The Company is an authorised closed-ended investment company domiciled and incorporated as a limited liability company in Guernsey and the registered office of the Company is 1st Floor, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 3JX.  The Company's Ordinary Shares are traded on AIM, a market operated by the London Stock Exchange.

At the Company's Annual General Meeting held on 12 November 2014, the shareholders voted in favour of the Company's recapitalisation proposal, which was circulated to shareholders on 20 October 2014. The structural changes became effective on 12 November 2014.  Details of the changes to the Company are disclosed in note 12.

The Company's new Investing Policy is available on the Company's website.

 

 

2.  Statement of Compliance

These unaudited half-yearly results, which have not been independently reviewed or audited, have been prepared in accordance with International Accounting Standard 34: Interim Financial Reporting.  They do not include all of the information required for full annual financial statements and should be read in conjunction with the audited financial statements for the year ended 31 March 2014.

 

The unaudited half-yearly results were approved by the Board of Directors on 17 December 2014.

 

 

3.  Significant Accounting Policies

These unaudited half-yearly results have adopted the same accounting policies as the last audited financial statements, which were prepared in accordance with International Financial Reporting Standards ("IFRS"), issued by the International Accounting Standards Board, interpretations issued by the IFRS Interpretations Committee and applicable legal and regulatory requirements of Guernsey Law and reflect the accounting policies as disclosed in the Company's last audited financial statements, which have been adopted and applied consistently.

 

 

4.  Critical Accounting Estimates and Judgements

The preparation of these unaudited half-yearly results requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses.  The resulting accounting estimates will, by definition, seldom equal the related actual results.  The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below:

 

Fair value of financial instruments

The Company may, from time to time, hold financial investments that are not quoted in active markets.  Fair values of such investments are determined using valuation techniques.  Where valuation techniques are used to determine fair values, they are validated and periodically reviewed by the Board of Directors.


Functional currency

The Board of Directors considers Sterling to be the currency that most faithfully represents the economic effect of the underlying transactions, events and conditions.

 

 

5.  Segmental Information

In accordance with International Financial Reporting Standard 8: Operating Segments, it is mandatory for the Company to present and disclose segmental information based on the internal reports that are regularly reviewed by the Board in order to assess each segment's performance and to allocate resources to them.

 

Management information for the Company as a whole is provided internally to the Directors for decision-making purposes.    The Directors' asset allocation decisions are based on a single, integrated investment strategy and the Company's performance is evaluated on an overall basis, being investment in a portfolio of companies whose business operations are focused in China.

 

The internal reporting provided to the Board for the Company's assets, liabilities and performance is prepared on a consistent basis with the measurement and recognition principles of IFRS.

 

There were no changes in the reportable segments during the period from 1 April 2014 to 30 September 2014.

 

There was no revenue generated by the Company during the periods ended 30 September 2014, 30 September 2013 and 31 March 2014.  The Company is domiciled in Guernsey.

 

 

6.  Loss per Ordinary Share - basic and diluted

The loss per Ordinary Share is based on the loss for the period of £83,000 (30 September 2013: loss of £123,000;
31 March 2014: loss of £234,000) and on a weighted average number of 70,000,709 Ordinary Shares in issue during the period (30 September 2013: 70,000,709 Ordinary Shares and 31 March 2014: 70,000,709 Ordinary Shares).

 

Following an Extraordinary General Meeting held on 28 May 2012, 44,999,992 Warrants were issued to qualifying shareholders on 29 May 2012.  The average price, of the Ordinary Shares of 0.90 pence during the period was less than the exercise price of the Warrants (5.00 pence).  Therefore, there was no dilution in the return per Ordinary Share (30 September 2013 and 31 March 2014: no dilution).

 

 

7.  Dividends and Return of Capital

 

 

8.  Tax effects of other comprehensive income

 

 

 

9.  Net Asset Value per Ordinary Share

Basic

The basic net liability value per Ordinary Share is based on the net liabilities attributable to equity shareholders of £117,000
(30 September 2013: net assets of £77,000; 31 March 2014: net liabilities of £34,000) and on 70,000,709 Ordinary Shares in issue at the end of the period (30 September 2013 and 31 March 2014: 70,000,709 Ordinary Shares).

 

Diluted

30 September 2013: 0.75 pence; 31 March 2014: 1.05 pence)

 

 

10.   Share Capital


30 September 2014

30 September 2013

31 March 2014


£'000

£'000

£'000

Authorised:




200,000,000 Ordinary Shares of 1p

2,000

2,000

2,000


----------

----------

----------

Allotted, called up and fully paid:




70,000,000 Ordinary Shares of 1p

700

500

500


----------

----------

----------

 

 

Each Warrant entitles the warrant-holder to subscribe for one Ordinary Share in cash at any time from 29 May 2012 to 29 May 2015 at a price of 5.0 pence per Ordinary Share.  The Warrants have not been admitted to listing or trading on any stock exchange.

 

Details of the changes to the share capital of the Company after 30 September 2014 are disclosed in note 12.

 

 

11.  Related Parties

On 12 November 2014, Peterhouse Corporate Finance Limited ("Peterhouse"), was appointed joint broker to the Company, and were issued warrants to subscribe for 813,616 new Ordinary shares, equating to 3% of the enlarged share capital of the Company, exercisable for up to two years at 3.32 pence per Ordinary share.

The Directors consider that there is no immediate or ultimate controlling party.

 

 

12.  Events after the financial reporting date

At the Company's AGM held on 12 November 2014, the shareholders voted in favour of the Company's recapitalisation proposal, which was circulated to shareholders on 20 October 2014. The structural changes became effective on 12 November 2014.

  The changes to the Company comprise of the following:

 

·      Ordinary Share as at 20 October 2014, following the Share Sub-Division on 12 November 2014, held one Sub-Ordinary Share and one Deferred Share.

 

·      £668,000 was raised via a subscription of 201,204,820 Ordinary Shares of £0.001 at a price of £0.003320 per share. The Subscription Shares rank pari passu with the Ordinary Shares already in issue.  Immediately following the issue of the Subscription Shares, the Company's total issued share capital was 271,205,529 Ordinary Shares of £0.001 each.

 

·      The Ordinary Shares were then consolidated so that every 10 Ordinary Shares of £0.001 each became 1 Ordinary Share of £0.01 each. Therefore, on admission, there were 27,120,552 Ordinary Shares of £0.01 in issue.  Admission of the 27,120,552 Ordinary Shares became effective on 13 November 2014.

 

·      The Company entered into a Warrant Instrument pursuant to which the Company issued 158,400,000 Subscription Anti-Dilution Warrants to the Subscribers pro rata to their participation in the Subscription.  The Anti-Dilution Warrants can only be exercised to the extent that the outstanding Warrants as at the date of the Subscription are exercised (i.e. if 10% of the Warrants are exercised, a Subscriber shall be entitled to exercise 10% of their respective Subscription Anti-Dilution Warrants).

 

·      The authorised share capital limit of the Company was increased from £2,000,000 to £20,000,000.

 

·      Waiver of Rule 9 of the Takeover Code

Following the AGM, the Subscribers, constituting the concert party members, held 201,204,820 Ordinary Shares, representing 74.19% of the issued share capital of the Company.  The Subscribers had also been issued with 158,400,000 Subscription Anti-Dilution Warrants and, as explained above, these can only be exercised in the same proportions to the extent that Warrants are exercised. Immediately after the AGM, the maximum controlling position of the Subscribers, including the acquisition by Regent, as mentioned above, and after exercising the Subscription Anti-Dilution Warrants in full, was 77.88% of the issued share capital.

 

·      Directors' Authority to Allot Shares

In substitution for any existing authority, the Directors are generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities and subject to the terms the Directors may determine up to a maximum aggregate nominal amount of £5,000,000 (representing 5,000,000,000 Sub-Ordinary Shares of £0.001 each, or 500,000,000 New Ordinary Shares of £0.01 each).  Authority under this resolution will expire on the date falling five years after the date of the Annual General Meeting. The Guernsey Companies Law does not limit the power of Directors to issue shares or impose any pre-emption rights on the issue of new shares.  Accordingly, the Directors are generally and unconditionally authorised to allot securities in the Company up to the authorised but unissued share capital of the Company, any such power not to be limited in duration.

 

·      Amendment to the Company's Memorandum and Articles of Incorporation

Following the creation of the Deferred Shares, and changes to the capital structure of the Company following the Share Sub-Division and the Share Consolidation, the Company was required to amend its memorandum and articles of incorporation.  Save for changes required by law, there were no other changes to the Company's existing articles that affect the rights of shareholders.

 

·      Change of Directors

Stephen Dattels joined the Board as Executive Chairman and Ian Burns as Non-Executive Director.  Kevin McCabe and Nicholas Brooke resigned from as Directors of the Company, and both received £8,400 each as full and final settlement for their services to the Company and will waive all claims against the Company.

 

·     Change of Investing Policy

Adoption of new Investing Policy as detailed on the Company's website.

 

·      Change of name

The Company changed its name from China Growth Opportunities Limited to Kuala Limited.

 

·      Suspension from and re-admission to trading on AIM and change of Nominated Adviser

The previous Nominated Adviser, N+1 Singer, resigned on 13 October 2014.  Following the resignation of N+1 Singer, the Company was suspended from trading on AIM.  On 12 November 2014, RFC Ambrian Limited "Ambrian" was appointed as the Company's Nominated Adviser and the Company resumed trading on AIM on 13 November 2014.  In addition, Ambrian and Peterhouse were appointed as joint brokers.  The Company agreed to issue to Peterhouse warrants to subscribe for 813,616 new Ordinary shares, equating to 3% of the enlarged share capital of the Company, exercisable for up to two years at 3.32 pence per Ordinary share.

 

·      Change of Investing Policy resulted triggered AIM Rule 15 event

As a result of the change in Investing Policy, the Company is now a company subject to Rule 15 of the AIM Rules for Companies and as such has until 13 November 2015 to have made an acquisition or acquisitions which constitute a reverse takeover under Rule 14 or otherwise implemented its investing policy. If it has not done so by this date, trading in the Company's Ordinary Shares on AIM will be suspended pending implementation. If the Ordinary Shares remained suspended for a further 6 months from that date then trading would be cancelled.

 

There were no other material events after the financial reporting date that required disclosure as at 17 December 2014.

 

 

13.  Capital management policy and procedures

 

·      The need to obtain funds for new investments, as and when they arise.

·      The current and future levels of gearing.

·      The need to buy back Ordinary Shares for cancellation or to be held in treasury, which takes account of the difference between the net asset value per Ordinary Share and the Ordinary Share price.

·      The current and future dividend policy; and

·      The current and future return of capital policy.

 

-- ENDS --

 


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