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Origo Partners PLC - Half-year Report

RNS Number : 1930A
Origo Partners PLC
28 September 2020
 

 

Origo Partners PLC

 

("Origo" or the "Group" or the "Company")

 

Interim Unaudited Financial Statements

 

Origo Partners PLC today announces its interim unaudited Financial Statements for the six months ended 30 June 2020

 

For further information about Origo please visit www.origopartners.com or contact: 

Origo Partners plc

John Chapman

Chairman

 

55 Athol Street

Douglas

Isle of Man IM1 2LA

Nominated Adviser and Broker

Arden Partners plc

Richard Johnson

Ben Cryer

 

 +44 (0)20 7614 5900

 

Chairman's Statement

Dear Shareholders,

As shareholders know, our plan was to wind up the Company by the end of this year. As noted in our 7 May 2020 RNS announcement, this has not been practicable due to the global pandemic. 

Aside from assets with a nil valuation, we continue to maintain investments in Celadon Mining Limited (Celadon) and Gobi Coal & Energy Ltd. (Gobi Coal).  Celadon, as we announced on 12 June 2020, has entered into an agreement with a third party for the sale of the Company's assets.  If the transaction completes, the Company would expect to receive net proceeds of approximately £3.3 million as compared to a current carrying value of $1.129 million.  The controlling shareholder has been unable to complete the transaction due to various countries' travel restrictions, which block the closing.   We are in regular contact with Celadon's controlling shareholder and will report further in due course.

Gobi Coal has informed us that it has retained KPMG (Beijing) to sell the company.  We have reviewed the offering documents, and Gobi Coal's management are hopeful that a sale will be consummated before the end of the year. We are in regular contact with the management team and will report as matters develop. 

Our objectives continue to be selling the Company's remaining assets, returning capital to shareholders and putting the Company into liquidation.   We will do our best to meet these objectives but have been hindered by difficulties arising from the global pandemic.

Very truly yours,

John D. Chapman

Chairman

Origo Partners Plc

25 September 2020

 

Interim Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2020

 



(Unaudited)
Six months ended
30 June 2020

(Unaudited)
Six months ended
30 June 2019

(Audited)
Year ended
31 December 2019


Notes

$'000

$'000

$'000

Investment income/(losses):

6




Realised gains/(losses) on disposal of investments


-

(210)

(75)

Unrealised gains/(losses) on investments


-

-

-



-

(210)

(75)






Other income


-

-

-

Other administrative expenses

7

(436)

(716)

(1,270)

Share based payment


-

-

103

Financial guarantee derecognition


-

-

435

Foreign exchange gains/(losses)


(9)

(5)

(3)

Net loss before Finance Costs and Taxation


(445)

(931)

(810)






Finance costs


(2)

(2)

(4)

Loss before tax


(447)

(933)

(814)

Income tax credit

9

-

-

247






Loss after tax


(447)

(933)

(567)






Other comprehensive income





Other comprehensive income to be reclassified to profit or loss in subsequent periods





Exchange differences on translating foreign operations


(39)

(12)

(41)

Net other comprehensive income to be reclassified to profit or loss in subsequent periods


(39)

(12)

(41)

Tax on other comprehensive income


-

-

 -

Other comprehensive income net of tax


(39)

(12)

(41)

Total comprehensive loss after tax


(486)

(945)

(608)






Total comprehensive loss


(486)

(945)

(608)

Basic loss per share

(0.03) cents

(0.05) cents

(0.03) cents

Basic loss per redeemable zero dividend preference share

10

(2.38) cents

(4.98) cents

(3.24) cents

 

The accompanying notes from an integral part of these consolidated financial statements.

Interim Consolidated Statement of Financial Position

As at 30 June 2020

 



(Unaudited)
30 June 2020

(Audited)
31 December 2019

(Unaudited)
30 June 2019


Notes

$'000

$'000

$'000

Non-current assets





Property, plant and equipment


-

-

-

Investments at fair value through profit and loss

12

-

-

-

Loan investments

13

-

-

-



-

-

-

Current assets





Investments at fair value through profit or loss

12

1,407

1,407

1,407

Loans due within one year

13

-

-

-

Trade and other receivables


175

34

252

Cash and cash equivalents


1,890

2,445

4,787



3,472

3,896

6,446

Total assets


3,472

3,896

6,446






Current liabilities





Trade and other payables


358

296

331

Financial guarantee contracts


-

-

435

Total current liabilities


358

296

766

Non-Current Liabilities





Provision


-

-

103

Deferred income tax liability

9

-

-

247

Total non-current liabilities


-

-

350






Net assets


3,132

3,600

5,330





Equity attributable to equity holders of the company




Share capital


56

56

56

Share premium


150,027

150,027

150,414

Share-based payment reserve


5,048

5,048

5,048

Accumulated Losses


(200,663)

(200,216)

(200,582)

Translation reserve


(1,418)

(1,379)

(1,350)

Other reserve

14

50,064

50,064

51,744



3,114

3,600

5,330

Non-Controlling Interests


-

-

-

Total equity


3,114

3,600

5,330

 

The accompanying notes from an integral part of these consolidated financial statements.

 

Interim Consolidated statement of changes in equity

For the six months ended 30 June 2020

 


Attributable to equity holders of the parent




Issued capital

Share premium

Share-based payment reserve

Accumulated Losses

Other reserve

Translation reserve

Total

Non-controlling interests

Total equity


$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

At 1 January 2019

56

150,414

5,048

(199,649)

51,744

(1,338)

6,275

  -

6,275

Loss for the period

  -

 -

  -

(567)

  -

  -

(567)

  -

(567)

Other comprehensive income

  -

 -

  -

 -

  -

(41)

(41)

  -

(41)

Total comprehensive income/loss

  -

 -

  -

(567)

  -

(41)

(608)

  -

(608)

Capital distribution

-

(387)

-

-

(1,680)

-

(2,067)


(2,067)

At 31 December 2019

56

150,027

5,048

(200,216)

50,064

(1,379)

3,600

  -

3,600

Loss for the period

-

-

-

(447)

-

-

(447)

-

(447)

Other comprehensive income

-

-

-

-

-

(39)

(39)

-

(39)

Total comprehensive income/loss

-

-

-

(447)

-

(39)

(486)

-

(486)

Minority interests

-

-

-

-

-

-

-

-

-

At 30 June 2020

56

150,027

5,048

(200,663)

50,064

1,418

3,114

-

3,114

 

Reserve

Description and purpose

Share premium

Amounts subscribed for share capital in excess of nominal value.

Share-based payment reserve

Equity created to recognise share-based payment expense.

Accumulated losses

Cumulative net gains and losses recognised in profit or loss.

Translation reserve

Equity created to recognise foreign currency translation differences.

Other reserve

Own shares acquired, EBT (as defined in Note 19) shares and capital redemption and capitalisation of redeemable preference shares

 

The accompanying notes from an integral part of these consolidated financial statements.

Interim Consolidated statement of cash flows

For the six months ended 30 June 2020

 



(Unaudited)
30 June 2020

(Audited)
31 December 2019

(Unaudited)
30 June 2019


 Notes

$'000

$'000

$'000

Loss before tax


(447)

(814)

(933)

Adjustments for:





Depreciation and amortisation

7

-

5

5

Share based payment


-

(103)

-

Provision for bad debts


-

-

-

Realised losses/(gains) on disposal of investments

6

-

75

210

Unrealised losses on investments at FVTPL*

6

-

-

-

Foreign exchange (gains)/losses


-

 15

5

Other adjustment


-

(23)

-

Operating loss before changes in working capital and provisions


(447)

(845)

(713)

Purchases of investments at FVTPL*


-

 -

-

Proceeds from disposals of investments at FVTPL*


-

2,045

1,910

Movement in loans


-

-

-

Derecognition of financial guarantee


-

(435)

-

Decrease/(increase) in trade and other receivables


(140)

(7)

(225)

(Decrease)/increase in trade and other payables


22

(86)

(52)

Net cash outflow from operations


(565)

5,049

920

Investing activities





Net cash acquired with subsidiary


-

 -

-

Net cash flows outflow from investing activities


-

 -

-

Financing activities





Capital distribution


-

 (2,100)

-

Net cash flows inflow from financing activities


-

 (2,100)

-

Net increase/(decrease) in cash and cash equivalents


(565)

1,428

920

Effect of exchange rate changes on cash and cash equivalents


-

-

(16)

Cash and cash equivalents at beginning of period


2,455

3,883

3,883

Cash and cash equivalents at end of period


1,890

2,455

4,787

 

*                     FVTPL refers to the fair value through profit and loss

The accompanying notes from an integral part of these consolidated financial statements.

Notes to the Interim Consolidated Financial Statements

For the six months ended 30 June 2020

 

1                 Reporting entity

Origo Partners Plc is a limited liability company incorporated and domiciled in the Isle of Man whose shares are publicly traded on the AIM market of the London Stock Exchange.

The Company and its subsidiaries are collectively referred to as the Group.

The principal activities of the Group are private equity investment, focused on growth opportunities created by the urbanization and industrialization of China. The Group's Investing Policy has now changed from that of a closed-ended, permanent capital vehicle to that of a realisation company with the mandate to return the net proceeds of realisations to shareholders.

 

2                 Basis of accounting

 

These interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".   These interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2019, which were prepared in accordance with IFRSs as adopted by the European Union.  However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.

 

The consolidated financial statements of the Group as at and for the year ended 31 December 2019 are available upon request from the Company's registered office at 55 Athol Street, Douglas, Isle of Man or the Company website  http://origopartners.com

These interim consolidated financial statements have been approved and authorised for issue by the Company's Board of directors on 25 September 2020.

 

3                 Use of judgments and estimates

In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense.  Actual results may differ from these estimates.

 

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

 

Measurement of Fair Value

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

 

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

-       Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

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

 

If the inputs used to measure the fair value of an asset or a liability might be categorised indifferent levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

 

4                 Changes in significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the last annual financial statements.  A number of new standards are effective from 1 January 2019 but they do not have a material effect on the Group's financial statements.

 

5                 Financial risk management policies

The principal risks and uncertainties are consistent with those disclosed with the preparation of the Group's annual financial statements for the year ended 31 December 2019.

 

6                Investment loss


(Unaudited)
Six months ended

30 June 2020

$'000

(Unaudited)
Six months ended
30 June 2019

$'000

Realised (losses)/gains on disposal of investments

-

(210)

- Investments at FVTPL

-

(210)

- Subsidiary

-

-

Unrealised (losses)/gains on investments

-

-

- Investments at FVTPL

-

-

- Loans at FVTPL

-

-

Income from Loans

-

-

Total

-

(210)

 

7                 Other administrative expenses


(Unaudited)
Six months ended
30 June 2020

$'000

(Audited)
Year ended
31 December 2019

$'000

(Unaudited)
Six months ended
30 June 2019

$'000

Recurring expenses:

(400)

(928)

(515)

-       Directors fees

(108)

(210)

(103)

-       Audit fees

(18)

(58)

(25)

-       Depreciation expenses

-

(5)

(5)

-       Amortisation expenses

-

(1)

-

-       Other

(274)

(654)

(382)

Non-recurring expenses*

(36)

(342)

(201)

Total

(436)

(1,270)

(716)

 

* Non-recurring expenses include professional fees of an ad-hoc nature.

8                Directors remuneration

 

Directors' remuneration for the six-month period ended 30 June 2020 and the number of options held were as follows:

Name

Directors fee
US$'000

Share-based payment*
US$'000

30 June 2020
Number of options

Hiroshi Funaki

38

-

-

Philip Peter Scales

30

-

-

John Chapman

40

-

-


108

-

-

 

Directors' remuneration for the six-month period ended 30 June 2019 and the number of options held were as follows:

Name

Directors fee
US$'000

Share-based payment*
US$'000

30 June 2019
Number of options

Hiroshi Funaki

38

  -

-

Philip Peter Scales

25

  -

-

John Chapman

40

 -

-


103

  -

-


*                 Share-based payment refers to expenses arising from the Company's share option scheme

9                Income Tax

As the Company is not in receipt of income from Manx land, certain related business or property and does not hold a Manx banking licence, it is taxed at the standard rate of 0% on the Isle of Man. The Company is resident for tax purposes in the Isle of Man and subject to corporate income tax at the standard rate of 0% and as such no provision for tax in the Isle of Man has been made.


(Unaudited)
Six months ended
30 June 2020

(Audited)
Year ended
31 December 2019


$'000

$'000

Current tax



Current year

-

-

Deferred tax



Deferred income tax

-

-

Total income tax liability in the consolidated statement of financial position

-

-

 

 

10              Loss per share


(Unaudited)
30 June 2020

(Unaudited)
30 June 2019

(Audited)
31 December 2019


US$'000

US$'000

US$'000

Loss for the year attributable to ordinary shareholders of the parent as used in the calculation of basic loss per share

(89)

(187)

(122)

Weighted average number of ordinary shares

351,035,389

351,035,389

351,035,389

Basic loss per share of ordinary shares

(0.03) cents

(0.05) cents

(0.03) cents





Loss for the year attributable to redeemable preference shareholders of the parent as used in the calculation of basic loss per share

(358)

(746)

(486)

Weighted average number of redeemable preference shares

14,991,781

14,991,781

14,991,781

Basic loss per share of redeemable preference shares

(2.38) cents

(4.98) cents

(3.24) cents

 

 

 

11              Investments in subsidiaries

Name

Country of
incorporation

Proportion of ownership interest at
30 June 2020

Proportion of ownership interest at
30 June 2019

Ascend Ventures Ltd

Malaysia

100%

100%

Origo Resource Partners Ltd

Guernsey

100%

100%

PHI International Holding Ltd

Bermuda

100%

100%

PHI International (Bermuda) Holding Ltd*

Bermuda

100%

100%

Ascend (Beijing) Consulting Ltd**

China

100%

100%

 

*                 Owned by Origo Resources Partners Limited

**              Owned by Ascend Ventures Limited

 

12              Investments at fair value through profit and loss

As at 30 June 2020 (Unaudited)




Country of
incorporation

Proportion of ownership interest



Name

Cost
US$'000

Fair value
US$'000

China Rice Ltd

British Virgin Islands

32.1%

13,000

-

Moly World Ltd

British Virgin Islands

20.0%

10,000

-

Unipower Battery Ltd

Cayman Islands

16.5%

4,301

-

Gobi Coal & Energy Ltd

British Virgin Islands

10.8%

14,963

275

Staur Aqua AS

Norway

9.2%

719

-

Celadon Mining Ltd

British Virgin Islands

8.9%

13,069

1,129

Six Waves Inc

British Virgin Islands

1.1%

240

-

Marula Mines Ltd

South Africa

0.9%

250

-

Fram Exploration AS

Norway

0.6%

1,223

-

Other quoted investments*



593

3





1,407

 

As at 31 December 2019 (Audited)





Country of
incorporation

Proportion of ownership interest

Cost
US$'000

Fair value
US$'000

Name

China Rice Ltd

British Virgin Islands

32.1%

13,000

 -

Moly World Ltd

British Virgin Islands

20.0%

10,000

 -

Unipower Battery Ltd

Cayman Islands

16.5%

4,301

 -

Gobi Coal & Energy Ltd

British Virgin Islands

7.5%

14,960

275

Staur Aqua AS

Norway

9.2%

719

 -

Celadon Mining Ltd

British Virgin Islands

8.9%

13,069

1,129

Six Waves Inc

British Virgin Islands

1.1%

240

-

Marula Mines Ltd

South Africa

0.9%

250

-

Fram Exploration AS

Norway

0.6%

1,223

-

Other quoted investments*



593

3





1,407

 

All investments measured at a fair value hierarchy level of 3 except:

* Measured at a fair value hierarchy level of 1

The shares held in China Rice Ltd and Unipower Battery Ltd are all convertible preference shares whilst the remaining investments held in the other entities are all ordinary equity shares. The 'proportion of ownership interest' represents the percentage of the shares held by the Group in all share classes.

 

13              Loan Investments

As at 30 June 2020 (Unaudited) & 31 December 2019 (Audited)

 

Borrower

Loan
rates %

Loan
principal US$'000

Loans due within one year US$'000

Loans due after one year US$'000

Fair value US$'000

Staur Aqua AS

0-15

3,848

-

-

-

Total



-

-

-

 

The convertible loan issued to Staur Aqua was fully impaired in 2018.

The loan consists of a convertible credit agreement and is measured at fair value, in accordance with level 3 of the fair value hierarchy.

 

14              Other reserve

 

This is mainly comprised of 57,000,000 (US$50,688,000) redeemable zero dividend preference shares at no par value capitalised in September 2017.

 

15              Related party Transactions

 

Identification of related parties

The Group has a related party relationship with its subsidiaries, associates and key management personnel. The Company receives and pays certain debtors and creditors on behalf of its subsidiaries and the amounts are recharged to the entities. Transactions between the Company and its subsidiaries have been eliminated on consolidation.

 

Transactions with key management personnel

The Group's key management personnel are the executive and non-executive directors as identified in Note 8.

 

The following balances were included in trade and other payables and were outstanding in respect of Directors remuneration at the period end.


(Unaudited)
Six months ended
30 June 2020

(Audited)
Year ended
31 December 2019


$'000

$'000

Amounts due to related parties



Key management personnel:



Hiroshi Funaki

(19)

(19)

Philip Peter Scales

(15)

(15)

John Chapman

(40)

(35)




 

16                  Commitments and contingencies

 

There were no material contracted commitments or contingent assets or liabilities at 30 June 2020 (31 December 2019: none).

 

17                  Subsequent events

 

There were no significant subsequent events.

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END
 
 
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