TIDMOTM
RNS Number : 3860P
Ottoman Fund Limited (The)
17 November 2016
THE OTTOMAN FUND LIMITED (the "Company")
Interim results for the six months ended 29 February 2016
Restoration of trading on AIM
The Company is pleased to announce its interim results for the
six months ended 29 February 2016, a full copy of which will
shortly be available on the Company's website:
www.theottomanfund.com.
Following the publication of the interim results the Company
also announces that trading in the Company's securities on AIM is
expected to resume at 7.30 a.m. on 17 November 2016. Additionally,
the Company having disposed of all, or substantially all, of its
assets within the meaning of Rule 15 of the AIM Rules, will have
twelve months from today's date to implement its current investing
policy in accordance with Rule 15. If this is not fulfilled, the
Company will be suspended pursuant to AIM Rule 40.
This announcement contains inside information.
Enquiries:
N+1 Singer
James Maxwell / Gillian
Martin 0207 496 3000
Vistra Fund Services
Limited
Company Secretary 01534 504 700
Chairman's Statement
Dear Shareholders,
This is our unaudited report for the six month period ended 29
February 2016. We have delayed its release because of uncertainty
in valuing assets and legal claims as well as the uncertainty
surrounding tax and other governmental investigations that were
targeted at our Turkish subsidiary companies. We have no insight
into why these companies were targeted, but it now appears that the
investigations have concluded with no finding of any malfeasance or
liability. We have made progress on other fronts as well.
As at 29 February 2016, our net assets were GBP5.2 million or
3.9 pence per share. The GBP5.2 million figure carries the
Company's Mandalina affiliate and claims against the Company's
former Chief Financial Officer at nil. The nil carrying value for
Mandalina and the money that was unlawfully taken reflects
difficulties in determining a proper accounting value for both
assets. It does not imply any view on the part of the board that
these assets are worthless. Following period end, GBP2.7 million of
the GBP5.2 million (or two pence per share of the 3.9 pence per
share) was returned to shareholders through a return of
capital.
Although we are not yet in a position to make a further
distribution or liquidate our Turkish subsidiary companies, we
have, especially recently, accomplished a lot and are hopeful that
some issues will soon be closed off. Loans previously made by the
Turkish subsidiaries to the Company have now been cancelled. We are
also in the late stages of obtaining a controlling stake in the
Mandalina company. We have resolved some of the claims against
subsidiary companies, which is necessary ahead of formally winding
them up. Upon the advice of our local accountants and lawyers, we
are also taking advantage of a tax amnesty in Turkey to try to
avoid a future tax surprise.
Earlier last month Sinan Kalpakcioglu, the Ottoman Fund's former
CFO was indicted for aggravated theft in connection with his
criminal activities while serving as the Company's CFO in Turkey.
The indictment followed close to a year of hard work by our Turkish
criminal lawyer, Dr. Kaan Karcılıo lu. If convicted, Kalpakcioglu
faces up to 35 years imprisonment and fines. On 19 October the
Istanbul 8th Criminal Court of First Instance accepted the
indictment and set 7 December 2016 as the date for the first
hearing. I will be present in the court on that date and will be
prepared to give evidence showing how Kalpakcioglu carried out his
unlawful scheme. Under Turkish law, the defendant's remorse as
shown by his subsequent conduct may affect the criminal sanction.
We are therefore hopeful that Kalpakcioglu will return money he
unlawfully took while the Company's CFO. We are also pursuing other
avenues in Turkey in an effort to recover money unlawfully taken
from the Company's Turkish subsidiaries and cash in Mandalina.
These amounts are considerable. Valued at the high end, gross of
possible taxes and expenses, in excess of $2.4 million (the amount
Kalpakcioglu removed plus the cash held by Mandalina) remains in
Turkey. The board is firmly of the view that the Company's efforts
in trying to recover this money well outweigh the Company's
foreseeable fixed costs and incremental professional expenses.
Turkey has had a difficult time as of late with the abortive
coup and the subsequent large scale disruption of Turkish law
enforcement and judiciary. The financial markets have downgraded
Turkish sovereign debt and depreciated the Turkish Lira as against
the US dollar. In the face of these challenges we are deeply
grateful to Turkish law enforcement for pursing the Kalpakcioglu
matter and thereby showing the international markets that he will
be answerable in court for his misconduct.
The investment perspective on Turkey in late 2016 is very
different from how investors looked at Turkey ten years ago when
Ottoman was floated. The market then perhaps did not properly weigh
the various risks in exporting capital from London to finance
complex development projects in Turkey. The Ottoman board, however,
recognized these issues, which is why we did not proceed with
development deals for the Riva, Bodrum and Kazikli assets and
monetized the Alanya assets as quickly as practicable. By doing so
we have returned over GBP85 million of Company capital to
shareholders since 2010. We will endeavor to return additional
capital as soon as practicable.
Very truly yours,
John D. Chapman
Chairman
Independent Review Report
Introduction
We have been engaged by The Ottoman Fund Limited (referred to as
the "Company" and together with its subsidiaries as "the Group") to
review the unaudited condensed interim consolidated financial
statements in the half yearly report of the Group for the six
months to 29 February 2016 ("interim financial information"), which
comprise the unaudited condensed consolidated statement of
comprehensive income, unaudited condensed consolidated statement of
financial position, unaudited condensed consolidated statement of
changes in equity, unaudited condensed consolidated cash flow
statement and the related explanatory notes to the unaudited
condensed interim consolidated financial statements.
We have read the other information contained in the half yearly
report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the unaudited condensed interim consolidated financial
statements.
Directors' responsibilities
The half yearly report is the responsibility of, and has been
approved, by the directors. The directors are responsible for
preparing the half yearly report in accordance with the letter of
engagement, the London Stock Exchange's Rules for AIM Listed
companies and other applicable legislation and regulations.
As disclosed in note 1 of the interim financial information, the
annual financial statements of the Group are prepared in accordance
with International Financial Reporting Standards as adopted by the
European Union ("IFRS"). The unaudited condensed interim
consolidated financial statements included in the half yearly
report have been prepared in accordance with International
Accounting Standard 34, "Interim Financial Reporting", as adopted
by the European Union ("IAS 34").
Our responsibility
Our responsibility is to express to the Group a conclusion on
the unaudited condensed interim consolidated financial statements
in the half yearly report based on our review.
Our report has been prepared in accordance with the terms of our
engagement and for no other purpose. No person is entitled to rely
on this report unless such a person is a person entitled to rely
upon this report by virtue of and for the purpose of our terms of
engagement or has been expressly authorised to do so by our prior
written consent. Save as above, we do not accept responsibility for
this report to any other person or for any other purpose and we
hereby expressly disclaim any and all such liability.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity", issued by the Auditing Practices Board for use in
the United Kingdom and Ireland. A review of interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the unaudited condensed interim
consolidated financial statements in the half yearly report for the
six months to 29 February 2016 are not prepared, in all material
respects, in accordance with IAS 34 and other applicable
legislation and regulations.
Baker Tilly Channel Islands Limited
Chartered Accountants
St Helier, Jersey
16 November 2016
Unaudited Condensed Consolidated Statement of Comprehensive
Income
(unaudited) (unaudited) (audited)
Six months Six months Year ended
ended ended
29 February 28 February 31 August
2016 2015 2015
note GBP GBP GBP
Revenue
Finance income 15,186 573,546 152,581
Total revenue 15,186 573,546 152,581
------------ ------------ ------------
Operating Expenses
Management/advisory
fee 3 - (100,000) (108,844)
Other operating
expenses (629,616) (526,060) (1,249,170)
Loan impairment - - (973,069)
Total operating
expenses (629,616) (626,060) (2,331,083)
------------ ------------ ------------
Foreign exchange
(losses)/gains (39,203) 1,509,694 2,455,587
(Loss)/gain before
tax (653,633) 1,457,180 277,085
Taxation (371,431) (1,740,399) (2,606,868)
Loss for the period/year (1,025,064) (283,219) (2,329,783)
------------ ------------ ------------
Other comprehensive profit/(loss)
Foreign exchange
on subsidiary translation 539,894 (244,681) (1,159,163)
Other comprehensive profit/(loss)
for the period 539,894 (244,681) (1,159,163)
------------ ------------ ------------
Total comprehensive
loss for the period (485,170) (527,900) (3,488,946)
------------ ------------ ------------
Loss attributable
to:
Equity shareholders
of the Company (1,025,064) (283,219) (2,329,783)
Minority interests - - -
------------ ------------ ------------
(1,025,064) (283,219) (2,329,783)
------------ ------------ ------------
Total comprehensive
loss attributable
to:
Equity shareholders
of the Company (485,170) (527,900) (3,438,946)
Minority interests - - -
------------ ------------ ------------
(485,170) (527,900) (3,488,946)
------------ ------------ ------------
Basic and diluted
loss per share (pence) 4 (0.76) (0.21) (1.73)
The accompanying notes on pages 10 to 13 are an integral part of
these unaudited condensed interim consolidated financial
statements.
Unaudited Condensed Consolidated Statement of Financial
Position
(unaudited) (unaudited) (audited)
Six months Six months Year ended
ended ended
29 February 28 February 31 August
2016 2015 2015
note GBP GBP GBP
Assets
Non-current assets
Loans and receivables 5 - 967,411 -
- 967,411 -
Current assets
Other receivables 153,812 588,251 212,499
Cash and cash
equivalents 6,723,871 7,742,008 7,160,639
------------- ------------- -------------
6,877,683 8,330,259 7,373,138
Total assets 6,877,683 9,297,670 7,373,138
Current liabilities
Other payables (1,632,471) (606,242) (1,642,756)
------------- ------------- -------------
(1,632,471) (606,242) (1,642,756)
Net assets 5,245,212 8,691,428 5,730,382
------------- ------------- -------------
Equity
Share capital 6 52,636,216 52,636,216 52,636,216
Retained earnings (44,979,572) (41,907,944) (43,954,508)
Translation reserve (2,411,432) (2,036,844) (2,951,326)
------------- ------------- -------------
Equity attributable
to owners of
the parent 5,245,212 8,691,428 5,730,382
Minority interest
equity - - -
------------- ------------- -------------
Total Equity 5,245,212 8,691,428 5,730,382
------------- ------------- -------------
Net asset value
per Ordinary
share (pence) 7 3.9 6.4 4.3
The accompanying notes on pages 10 to 13 are an integral part of
these unaudited condensed interim consolidated financial
statements.
These unaudited condensed interim consolidated financial
statements were approved by the Board of Directors on 16 November
2016.
Antony R. Gardner-Hillman Andrew I. Wignall
Unaudited Condensed Consolidated Statement of Changes in
Equity
Share Retained Translation Minority
capital earnings reserve interest Total
GBP GBP GBP GBP GBP
For the six months
ended 29 February
2016 (unaudited)
As at 1 September
2015 52,636,216 (43,954,508) (2,951,326) - 5,730,382
Loss for the period - (1,025,064) - - (1,025,064)
Foreign exchange
on subsidiary translation - - 539,894 - 539,894
--------------- ------------- ------------- ----------- -------------
At 29 February
2016 52,636,216 (44,979,572) (2,411,432) - 5,245,212
--------------- ------------- ------------- ----------- -------------
For the six months
ended 28 February
2015 (unaudited)
As at 1 September
2014 84,392,980 (41,624,725) (1,792,163) - 40,976,092
Return of capital (31,756,764) - - - (31,756,764)
Loss for the period - (283,219) - - (283,219)
Foreign exchange
on subsidiary translation - - (244,681) - (244,681)
--------------- ------------- ------------- ----------- -------------
At 28 February
2015 52,636,216 (41,907,944) (2,036,844) - 8,691,428
--------------- ------------- ------------- ----------- -------------
For the year ended
31 August 2015
(audited)
As at 1 September
2014 84,392,980 (41,624,725) (1,792,163) - 40,976,092
Return of capital (31,756,764) - - - (31,756,764)
Loss for the year - (2,329,783) - - (2,329,783)
Foreign exchange
on subsidiary translation - - (1,159,163) - (1,159,163)
--------------- ------------- ------------- ----------- -------------
At 31 August 2015 52,636,216 (43,954,508) (2,951,326) - 5,730,382
--------------- ------------- ------------- ----------- -------------
The accompanying notes on pages 10 to 13 are an integral part of
these unaudited condensed interim consolidated financial
statements.
Unaudited Condensed Consolidated Statement of Cash Flows
(unaudited) (unaudited) (audited)
Six months Six months Year ended
ended ended
29 February 28 February 31 August
2016 2015 2015
Cash flow from operating note GBP GBP GBP
activities
Net loss for the period (1,025,064) (283,219) (2,329,783)
Adjustments for:
Finance income (15,186) (573,546) (152,581)
Tax 371,431 1,740,399 2,606,868
Impairment of loan - - 973,069
(668,819) 883,634 1,097,573
Net foreign exchange
losses/(gains) 539,894 (163,813) (1,083,913)
(increase)/decrease
in other receivables 58,687 639,383 1,015,135
(Decrease)/increase
in other payables (10,285) 518,239 1,554,753
------------ ------------- ---------------
Net cash (outflow)/inflow
from operating activities
before interest, depreciation,
amortisation and tax (80,523) 1,877,443 2,583,548
Interest received 15,186 573,546 152,581
Taxation (371,431) (1,740,399) (2,606,868)
Net cash (outflow)/inflow
from operating activities (436,768) 710,590 129,261
Cash flow from investing
activities
Repayment of loan 5 - 885,414 885,414
------------ ------------- ---------------
Net cash inflow from
investing activities - 885,414 885,414
Cash flow from financing
activities
Return of Capital - (31,756,764) (31,756,764)
------------ ------------- ---------------
Net cash outflow from
financing activities - (31,756,764) (31,756,764)
Net increase/(decrease)
in cash and cash equivalents (436,768) (30,160,760) (30,742,089)
Cash and cash equivalents
at start of period 7,160,639 37,902,728 37,902,728
Effect of foreign exchange
rates - 40 -
------------ ------------- ---------------
Cash and cash equivalents
at end of period 6,723,871 7,742,008 7,160,639
------------ ------------- ---------------
The accompanying notes on pages 10 to 13 are an integral part of
these unaudited condensed interim consolidated financial
statements.
Notes to the Unaudited Condensed Interim Consolidated Financial
Statements
1. Accounting policies
The annual financial statements for the year ended 31 August
2015 were prepared in accordance with International Financial
Reporting Standards ("IFRS") issued by the International Accounting
Standards Board (IASB) and interpretations issued by the
International Financial Reporting Committee of the IASB (IFRIC).
The unaudited condensed interim consolidated financial statements
incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) (together "the Group")
made up to 29 February 2016. The accounting policies adopted in the
preparation of the unaudited condensed interim consolidated
financial statements (the "interim financial statements") are
consistent with those followed in the preparation of the Group's
annual financial statements for the year ended 31 August 2015.
The Group invested in Turkish land and new-build residential
property in Riva, Bodrum and Alanya. The Group had, as at the 31
August 2015 period end, sold its investments. The Company is a
limited liability company incorporated and domiciled in Jersey,
Channel Islands since 9 December 2005. The Company is quoted on the
AIM market of the London Stock Exchange ("LSE"). On 31 May 2016,
the Company announced that its ordinary shares on AIM would be
suspended with immediate effect pending publication of these
unaudited condensed interim consolidated financial statements. It
is expected that the suspension will be lifted upon the publication
of these unaudited condensed interim consolidated financial
statements.
The unaudited condensed interim consolidated financial
statements should be read in conjunction with the annual financial
statements for the year ended 31 August 2015, which have been
prepared in accordance with IFRS.
(a) Basis of preparation and going concern
The interim financial statements have been prepared on a
historical cost basis.
The Group has cash and cash equivalents in excess of GBP6.72m at
the period end and liabilities of GBP1.63m. The Directors have
reviewed this information and are comfortable that the Company will
continue as a financially viable entity for the foreseeable future
until such time the Group may have realised all of its assets, the
timing of which is difficult to estimate at this time. The
Directors intend to recommend to shareholders to extend the life of
the Company to enable the conclusion of the ongoing litigation
issues. Based on this, the unaudited condensed interim consolidated
financial statements have been prepared on a going concern
basis.
The unaudited condensed interim consolidated financial
statements have been prepared in accordance with IAS 34 Interim
Financial Reporting.
2. Segment reporting
The chief operating decision maker (the "CODM") in relation to
the Group is considered to be the Board itself. The factor used to
identify the Group's reportable segments is geographical area.
Based on the above and a review of information provided to the
Board, it has been concluded that the Group is currently organised
into one reportable segment: Turkey.
Within the above segment, the remaining significant asset at the
year end date was cash. The CODM considers on a regular basis the
repatriation of money from Turkey to Jersey.
3. Management fee
Six months Six months
ended ended Year ended
29 February 28 February 31 August
2016 2015 2015
GBP GBP GBP
Management fee - 100,000 108,844
------------- ------------ ---------------------
Civitas Property Partners S.A. ("Civitas") was appointed as
Investment Advisor to the Group on 2 December 2009. The advisory
fee structure was incentive-based with an annual fixed component of
EUR212,500, and an incentive component based on a percentage of
realisation value. No management fee has been paid during the
period as the remaining assets (the Alanya apartments) have been
sold.
4. Earnings per share
Basic earnings per share is calculated by dividing the
gain/(loss) attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the
period.
Six months ended 29 February Six months ended 28 February Year ended
2016 2015 31 August 2015
Loss attributable to equity (1,025,064) (GBP283,219) (GBP2,329,783)
holders of the group
-------------------------------- -------------------------------- ----------------
Weighted average number of
ordinary shares in issue 134,764,709 134,764,709 134,764,709
-------------------------------- -------------------------------- ----------------
Due to the options lapsing without exercise in December 2010,
there is no dilution to the loss per share.
The loss per share are calculated as 0.76 pence (28 February
2015: 0.21 pence; 31 August 2015: 1.73 pence).
5. Loans and receivables
Six months Six months
ended ended
29 February 28 February Year ended
2016 2015 31 August 2015
GBP GBP GBP
Opening Balance - 1,923,733 1,923,733
Repayment of
loan - (885,414) (885,414)
Impairment of
loan - - (973,069)
Exchange loss
on revaluation
of loan - (70,908) (65,250)
Closing Balance - 967,411 -
-------------- ------------- ----------------
In the prior year, the loan in relation to the Riverside Resort
apartments in Alanya was impaired to reflect the Group's ongoing
difficulties with receiving the amounts owed from Mandalina, which
are related to the action being taken against the Group's former
Chief Financial Officer in Turkey.
6. Called up share capital
Authorised:
Founder shares of no par value 10
Ordinary shares of no par value Unlimited
Issued and fully paid: GBP
2 founder shares of no par value -
134,764,709 ordinary shares of no par value 52,636,216
----------
2 founder shares of no par value are held by Vistra Nominees I
Limited. These shares are not eligible for participation in the
Company's investments and carry no voting rights at general
meetings of the Company.
Capital Management
As a result of the Group being closed-ended, capital management
is wholly determined by the Board and is not influenced by
subscriptions or redemptions. The Group's objectives for managing
capital are to maintain sufficient liquidity to meet the expenses
of the Group as they fall due and to invest in the Group's current
assets when the Board feels it will give rise to capital
appreciation. As the Group has sold assets during the year, the
Board decided to return excess capital to shareholders. As part of
the process, the Board reviews cash flow forecasts to ensure that
sufficient cash is retained to support the operations of the
Group.
7. Net asset value per share
The net asset value per ordinary share is based on the net
assets attributable to equity shareholders of GBP5,245,212 on
134,764,709 shares (28 February 2015: GBP8,691,428 on 134,764,709
shares; 31 August 2015: GBP5,730,382 on 134,764,709 shares).
8. Contingent liability
The Directors have been informed that an intermediate Turkish
court has upheld an administrative order disallowing certain tax
benefits from a restructuring transaction that may have had
similarities to the restructuring of Osmanli Yapi 2. This
intermediate court decision is now under appeal to the Turkish
Supreme Court. The Group is monitoring the appeal, but at present
this development does not meet the recognition criteria under IAS
37, and the Directors have consequently made no provision in the
financial statements.
During the prior year, a case against the Group has been lodged
in Turkey for US$1m by a party who claims to have acted as an
intermediary on one of the land sale transactions during the year.
On 19 March 2015, the lawyers acting on behalf of the Group advised
that the case had been heard in court and that the presiding judge,
after hearing from both parties, accepted the Group's lawyer's
motion to immediately dismiss the lawsuit that had been filed
against the Group. The counterparty to the lawsuit has appealed the
decision and the case is therefore yet to be concluded. The
Directors are of the opinion, taking note of the initial judgement,
that it is not appropriate to provide for this legal claim as it
does not meet the recognition criteria under IAS 37.
During the prior period, and remaining at the time of signing
the annual financial statements, various collection proceedings
have been filed against Osmanli Yapi 1 and Osmanli Yapi 2 in
relation to amounts payable for services rendered totalling TL1.38m
(GBP335k). The Directors are of the opinion that the proceedings
have been filed without merit, and therefore do not meet the
recognition criteria under IAS 37.
9. Related party transactions
John D. Chapman is a shareholder in the Turkish subsidiaries due
to Turkish law requirements. Mr Chapman receives no additional
benefit from being a shareholder of the Turkish subsidiaries.
Information regarding Directors' interests can be found in note
10.
Ali Pamir is a director of the Investment Advisor, Civitas
Property Partners S.A. and during the period was a director and
shareholder of the Turkish subsidiaries due to Turkish law
requirements. Mr Pamir received no additional benefit from being a
shareholder of the Turkish subsidiaries. Information regarding
amounts paid to the Investment Advisor can be found in note 3.
Vistra Nominees I Limited is a related party being the holder of
the 2 founder shares of The Ottoman Fund Limited.
During the period Ali Pamir was a shareholder in Mandalina,
which until disposal held the title to the Alanya apartments. Ali
Pamir remains a director of Mandalina.
The Directors do not consider there to be an ultimate
controlling party.
10. Directors' interests
Total compensation (excluding performance fees) paid to the
Directors during the period was GBP62,500 (28 February 2015:
GBP75,000; 31 August 2015: GBP150,000)
During the period ended 29 February 2016, Andrew Wignall
received fees totalling GBP7,432 for directorship services to
Osmanli Yapi 1 and Osmanli Yapi 2.
During the year ended 31 August 2015, additional fees in
connection with regulatory issues in Jersey and the ongoing matters
in Turkey concerning the recovery of remaining monies taken without
authorisation by the former Chief Financial Officer were paid to
Messrs Wignall and Gardner-Hillman totalling totalled GBP43,400 for
services performed outside of their NED contracts. The Chairman
believes that these payments were well below what would have been
charged by third parties for the required services.
During the period John D. Chapman as Executive Chairman has been
employed under an executive service contract that provides for an
annual fee of GBP75,000 pro-rated monthly and a discretionary
performance fee.
11. Subsequent Events
Extension to the Company's Life
The Board of Directors has decided not to put to a vote any
extension to the Company's life because the vote would be a
pointless use of Company cash as the Company is in de facto
liquidation and any vote will not facilitate or affect this
process.
Legal Action
Since the year end civil legal proceedings are underway in
Turkey against the Company's former Chief Financial Officer to
effect the recovery of the sum of $1.35 million embezzled by
him.
Recovery Proceedings
Since the year end recovery proceedings have been launched
against Mandalina to recover the loan of EUR1.3 million made to
Mandalina by the Company.
Return of capital
On 25 February 2016, the Group announced a return of capital of
approximately GBP 2.7 million, or 2 pence per share, payable to
shareholders of record as of 4 March 2016. The shares traded
ex-entitlement on 3 March 2016 with payment being made on or about
6 April 2016. This return of capital primarily comprised proceeds
from asset sales that had been announced previously.
Other than the above, the Directors are satisfied that there
were no material events subsequent to the period end that would
have an effect on these financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR QQLFFQFFEFBF
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