The information contained within this
announcement is deemed to constitute inside information as
stipulated under the Market Abuse Regulations (EU) No. 596/2014.
Upon the publication of this announcement, this inside information
is now considered to be in the public domain.
Anglo African
Agriculture plc
(“AAA” or the
“Company”)
Comarco Group -
Interim results for the six months ended 30
March 2019
As announced on 10 June 2019, AAA
has signed conditional share purchase agreements to acquire the
entire share capital of a number of companies within the Comarco
group of companies that are based in Kenya and engaged in the port and marine
logistics business (the “Proposed Acquisition”). The
announcement is available on the AAA website here.
http://www.aaaplc.com/media/190610-AAA-RNS-Proposed-Acquisition-Final.pdf
Whilst the Proposed Acquisition remains subject to a number of
conditions, AAA intends to continue to inform shareholders and
investors of developments in Comarco Group.
The Proposed Acquisition, if completed, would result in current
AAA shareholders having a minority interest (expected to be less
than 5%) in the Enlarged Group and would constitute a Reverse
Takeover ("RTO") under the Listing Rules. AAA and Comarco
Group are continuing to work towards the successful completion of
the RTO and a Share Registration Document is in the process of
being prepared.
As part of the process of ensuring transparency the unaudited
interim results for the six months ended 31
March 2019 for Comarco Group are set out below.
Comarco Group
Comarco Group was established in 1971, in Mombasa, Kenya before
expanding its range of activities and area of operations along the
Eastern African seaboard and throughout the Indian Ocean. Comarco
Group is a group of companies that consists of Consolidated Marine
Contractors Limited (CMC); Comarco Properties (EPZ) Limited (CPL);
Kenya Marine Contractors (EPZ) Limited (KMC); Touchwood Investments
Limited (TIL) and Comarco Supply Base (EPZ) Limited (CSB).
Comarco Group owns a port and a vessel fleet located in a key
strategic position for servicing East African, on and offshore,
shipping and on shore demands. Kenya and in particular Mombasa is
the key strategic hub for Eastern and Central Africa and the Comarco port is ideally
positioned as a full service, harbour fronting, functioning port
for cargo into the region, as well as developments in the Oil and
Gas industry in Mozambique.
Comarco Group’s strategy is to expand the current port facilities
as a gazetted “Private Port” and to retain and further develop its
EPZ companies to take advantage of opportunities identified in the
region.
Anadarko has recently announced the Final Investment Decision
(FID) in the “Area 1” of the Rovuma Basin in Mozambique. At
$20 billion the FID is the largest
Oil and Gas sanction ever made in Sub Saharan Africa. Comarco Group
is one of the few marine operators in the region with the capacity
and experience to take part in such large scale and specialised oil
and gas marine projects and as such it is anticipated that Comarco
Group will be competitive in the bidding for ongoing and upcoming
tenders. It has been projected that the total infrastructure spend
for the entire project will be in the region of $70 billion.
For further information, please visit
www.aaaplc.com or www.comarcogroup.com
contact the following:
Comarco
Group
Simon Phillips (Chief Executive)
Charlie Pettifer |
+27 (0)82 6191 081
+44 (0)77 8811 4411 |
|
|
VSA Capital Limited
(Financial Adviser and Corporate Broker to AAA) |
+44 (0)20 3005 5000 |
Andrew
Monk (Corporate Broking)
Andrew Raca (Corporate Finance) |
|
|
|
Financial Highlights
· Net Asset Value up
$28m from $4.8m to $32.7m
· Borrowing increased from
$28.1 million to $29.1 million
· Recurring Revenue down
$0.5m but margin protected by a
decrease of $0.7m in administrative
and operating costs
· The 2018 profit included
$6.9m from the revaluation of the
Touchwood Investments Ltd property assets.
The Chief Executive’s Report
Over the six-month period ended 30 March
2019, Comarco Group has focused on securing the change of
categorisation of Comarco Properties from being an EPZ Developer to
becoming a fully functioning Port. In addition, the Comarco Group
has been aligning itself with strategic partners and organising its
fleet and marine assets to be positioned to take advantage of the
recently announced investment into Mozambique.
The goal for Comarco Group has been to become a recognised cargo
entry and exit point into Kenya for customs purposes. Extensive
work was done during the period to March
2019, resulting in Comarco Properties being legally gazetted
as a Port at the end of June 2019,
with immediate benefits. As a gateway to Eastern Africa and the interior, there is
potential to work in conjunction with, and complementary to, the
Kenya Port Authority and to generate a significant and stable long
term income from the Comarco Port facility. The first material
income is being realised in July 2019
and is therefore not included in the numbers below. However it is
the strategic importance of the new customs categorisation that is
of great consequence for Comarco Group.
The gazettement as a Port is a significant step change for
Comarco Group, enabling the setup of longer term contracts for
handling general cargoes that are independent of the highly
cyclical Oil and Gas industry. This strategic repositioning will
allow Comarco Group to generate regular and stable revenue from its
Port business that will be unrelated to the Oil and Gas industry
and which should insulate Comarco Group from the volatility of Oil
and Gas industry specific spend. A stable revenue base not reliant
on a specific industry sector provides a strong foundation for
Comarco Group to be uniquely positioned to benefit from upswings in
the Energy and Infrastructure sectors.
The marine logistics and contracting business on the other hand
is cyclical, with periods of intense activity principally driven by
the expenditure of the Oil and Gas industry, and consequently more
difficult to predict and forecast revenue. Comarco Group is
currently positioning itself for the next material stage of
investment in Mozambique via the
Oil and Gas industry, which was confirmed this year after a five
year hiatus in investment caused by the fall in the oil prices at
the end of 2014.
Additionally, Comarco Group is focusing on other marine
contracts, which are not reliant on Oil and Gas revenue. These
include signed long term charterhire contracts delivering bulk,
project and containerised cargo in both East and West Africa and into Somalia. Although these contracts yield a
lower margin, Comarco Group realises their value due to their long
term and relatively stable nature.
With changes in management in preparation for listing, steps
have been taken to position the business to have long term stable
income from the Port activities, which are not dependent upon a
specific industry, to spread the marine and logistics revenue risk
beyond the Oil and Gas industry, whilst retaining the ability to
rapidly mobilise to benefit from excellent opportunities related to
the Oil and Gas industry.
Furthermore, there are also opportunities for significant
improvements in the efficiency of financing of Comarco Group once
the Proposed Acquisition as detailed in the 10 June announcement is
completed.
Historically, Comarco Group has generated significant profits,
which under previous management had been inconsistently distributed
between the companies within the entire Comarco group of companies
and these were heavily leveraged against volatile income streams.
Amounts had been invested in unrelated speculative ventures, which
were not focused on the core East African businesses which are now
the principal focus of Comarco Group. These amounts were
subsequently written off in previous years.
Allied to the above, in the course of the past six months,
Comarco Group has been repositioning itself and rationalising forty
eight years of historical trading. The Proposed Acquisition has
resulted in a new management team, a new focus on optimising the
performance of the unique assets in East
Africa and renegotiating debt financing which is better
matched to the assets and business base. As new revenue inflows
have stabilised from the strategic Port business, Comarco Group has
engaged in a dialogue with a number of finance houses with a view
to restructuring our financing beyond the remit of current
borrowing. We look forward to reporting on progress in this regard
in due course.
The first fruits of this process are now beginning to be seen
with the value of the Port being recognised in the balance sheet
and income streams being unlocked. This, together with the
announcement of the Anadarko spend in Mozambique, along with the strategic
diversification of the marine and logistics revenue, gives us cause
to be optimistic. Consequently, although income has been under
pressure in the past the six months, it is expected to rise rapidly
and we have made preparations in readiness.
The underlying operating businesses have been restructured, have
performed in line with expectations and are now positioned to
deliver stable income from the Port and take advantage of the
recent Anadarko announcement in addition to the other long term
marine opportunities.
Group Results for the period
As anticipated, Comarco Group financial results represent a
period of re-organisation and restructuring for Comarco Group to
position itself for growth and represent the legacy of decisions
made before the new management team was in place and the strategic
repositioning of the group.
The key change on the balance sheet is the recognition of the
true value of the Port, an increase in Net Assets of $28 million, generated from a revaluation
increasing Property, Plant and Equipment by $35 million.
The reduction from the $35 million
property increase to the $28 million
net asset increase is resultant from an increase in deferred tax of
$2 million (resulting directly from
the revaluation), an increase of $3
million in trade payables (to fully recognise Comarco
Group’s liabilities, which had previously been allocated elsewhere
within the wider group) and $1
million in increased borrowing.
Port Outlook
Comarco Group has obtained the consent of the Kenya Revenue
Authority to gazette its Mombasa port area as an entry and export
area for customs purposes by the Commissioner of Customs and
Border. This means that:
•
The Port has been designated as a Kenyan Entry and Exit Point;
•
The Comarco jetty has been designated a sufferance wharf and
customs area; and
•
The Port has been designated as a customs bonded warehouse.
These permissions enable Comarco Group to operate as an
independent port facility, which will allow Comarco Group to
consolidate and expand its port operations to a significantly wider
user base.
As a consequence of the above, Comarco Group has signed a
contract in June 2019 with Samruddha
Kenya Limited for the export of 500,000mt of iron ore in bulk over a one year
period.
In addition, Comarco Group has signed a contract with RK
Sanghani Limited in July 2019 for the
export of 200,000mt of iron ore in
bulk over a six month period.
First iron ore has already been delivered, having commenced
almost immediately after the formal gazettement of the Port in
June. To date, Comarco Group has received in excess of
78,000mt of iron ore and has
demonstrated the capacity to receive and handle up to 6,000 tonnes
of iron ore in a 24 hour period. It should be borne in mind that
subsequent to the gazettement, the Port can also serve as an import
hub and similar volumes may be imported and using the same trucks
to transport outbound the Port.
Comarco Group is in currently in negotiations for other bulk
cargo imports and expects to finalise these shortly.
………….
|
|
Six months to 31
March 2019 |
Six months to 31
March 2018 |
Year ended 30
September 2018 |
Continuing Operations |
Note |
$’000 |
$’000 |
$’000 |
|
|
|
|
|
Revenue |
3 |
2,952 |
3,430 |
7,396 |
|
|
|
|
|
Cost of Sales |
|
(3,847) |
(3,616) |
(6,330) |
|
|
|
|
|
Gross profit/(loss) |
|
(895) |
(186) |
1,066 |
|
|
|
|
|
Other operating income |
|
178 |
85 |
7,467 |
Administrative expenses |
4 |
(290) |
(1,068) |
(1,262) |
Other operating expenses |
|
(730) |
(610) |
(2,828) |
Net Related party write offs |
|
- |
- |
|
|
|
|
|
|
Operating profit/(loss) |
|
(1,737) |
(1,779) |
3,737 |
|
|
|
|
|
Finance costs |
|
(1,701) |
(1,109) |
(2,507) |
|
|
|
|
|
Profit/(loss) before tax |
|
(3,437) |
(2,888) |
1,230 |
|
|
|
|
|
Tax (charge)/credit |
|
- |
(282) |
(339) |
|
|
|
|
|
Net Profit/(loss) |
|
(3,437) |
(3,171) |
891 |
|
|
|
|
|
Other comprehensive
income: |
|
|
|
|
Items that will or may be
reclassified to profit or loss: |
|
|
|
|
Revaluation of plant and
equipment |
|
- |
6,988 |
36,346 |
|
|
|
|
|
Items that will not be
reclassified to profit or loss: |
|
|
|
|
Deferred tax relating to items that
will not be reclassified |
|
- |
- |
(2,048) |
Total comprehensive
income |
|
(3,437) |
3,771 |
35,189 |
|
|
|
|
|
COMBINED STATEMENT OF COMPREHENSIVE
INCOME
For the six months to 31 March 2018 and 2019
COMBINED STATEMENTS OF FINANCIAL
POSITION
As at 31 March
2018 and 2019
|
|
Six months to 31
March 2019 |
Six months to 31
March 2018 |
Year ended 30
September 2018 |
|
Note |
$’000 |
$’000 |
$’000 |
Non-current
assets |
|
|
|
|
Property, plant and equipment |
3 |
58,878 |
23,643 |
59,673 |
Investment property |
3 |
11,839 |
11,689 |
11,905 |
|
|
70,717 |
35,332 |
71,578 |
Current assets |
|
|
|
|
Trade and other receivables |
|
2,095 |
2,607 |
4,683 |
Inventories |
|
206 |
221 |
228 |
Cash and cash equivalents |
|
72 |
-96 |
185 |
Tax recoverable |
|
- |
- |
21 |
|
|
2,373 |
2,732 |
5,117 |
|
|
|
|
|
Total assets |
|
73,089 |
38,064 |
76,695 |
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of
the parent |
|
|
|
|
Share capital |
5 |
2,288 |
1,697 |
1,697 |
Other reserve |
|
38,145 |
11,471 |
38,971 |
Retained earnings |
|
-7,711 |
-8,433 |
-4,371 |
Total equity |
|
32,742 |
4,735 |
36,297 |
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Borrowings |
6 |
16,235 |
15,871 |
16,172 |
Deferred tax |
|
2,710 |
759 |
2,856 |
|
|
18,945 |
16,630 |
19,028 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
8,575 |
4,483 |
8,396 |
Tax payable |
|
- |
- |
7 |
Borrowings |
6 |
12,826 |
12,216 |
12,967 |
Other accrued liabilities |
|
- |
- |
|
|
|
21,401 |
16,699 |
21,370 |
|
|
|
|
|
Total liabilities |
|
40,346 |
33,329 |
40,398 |
|
|
|
|
|
Total equity and
liabilities |
|
73,089 |
38,064 |
76,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMBINED STATEMENT OF CHANGES IN
EQUITY
|
|
Share
capital |
Share premium |
Other
reserve |
Retained
earnings |
Total |
|
|
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
|
|
|
|
|
|
|
Balance as at 01 October
2017 |
|
1,697 |
0 |
4,456 |
-5,165 |
988 |
Loss |
|
- |
- |
- |
-3,171 |
-3,171 |
Currency translation
differences |
|
0 |
- |
17 |
-97 |
-80 |
Other comprehensive income |
|
0 |
- |
6,998 |
|
6,998 |
Total comprehensive income for
the period |
|
0 |
0 |
7,015 |
-3,268 |
3,747 |
Balance as at 31 March
2018 |
|
1,697 |
0 |
11,471 |
-8,433 |
4,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 01 October
2018 |
|
1,697 |
0 |
38,871 |
-4,274 |
36,294 |
Issued during the period |
|
594 |
0 |
- |
- |
594 |
Loss |
|
- |
0 |
- |
-3,437 |
-3,437 |
Currency translation
differences |
|
-3 |
0 |
-726 |
|
-729 |
Other comprehensive income |
|
- |
0 |
- |
- |
0 |
Total comprehensive income for
the period |
|
591 |
0 |
-726 |
-3,437 |
-3,572 |
Balance as at 31 March
2019 |
|
2,288 |
0 |
38,145 |
-7,711 |
32,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 01 October
2017 |
|
1,697 |
- |
4,456 |
-5,165 |
988 |
Profit |
|
- |
- |
- |
891 |
891 |
Currency translation
differences |
|
- |
- |
27 |
- |
27 |
Other comprehensive income |
|
- |
- |
34,388 |
- |
34,388 |
Total comprehensive income for
the period |
|
- |
- |
34,415 |
891 |
35,255 |
Balance as at 30 September
2018 |
|
1,697 |
- |
38,871 |
-4,274 |
36,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMBINED CASH FLOW STATEMENTS
For the six months to 31 March 2018 and 2019
|
|
Six months to 31
March 2019 |
Six months to 31
March 2018 |
|
Note |
$’000 |
$’000 |
Cash flows from
operating activities |
|
|
|
Profit/(Loss) |
|
-3,437 |
3,771 |
Adjustments for: |
|
|
|
Depreciation and amortisation |
|
730 |
610 |
Interest expense |
|
1,701 |
1,109 |
Profit/(Loss) on disposal of
property plant and equipment |
|
- |
- |
Revaluation of investment
property |
|
- |
-6,988 |
Changes in working capital - |
|
|
|
Other accrued liabilities |
|
- |
- |
Inventories |
|
21 |
6 |
Trade and other receivables |
|
-233 |
189 |
Trade and other
payables |
|
3,448 |
1,971 |
Cash generated from
operations |
|
2,230 |
668 |
Income taxes paid |
|
- |
-289 |
Interest expense |
|
-1,701 |
-1,109 |
Net cash flows from operating
activities |
|
529 |
-730 |
|
|
|
|
Investing activities |
|
|
|
Purchase of property, plant and
equipment |
|
-1,049 |
- |
Sale of property, plant and
equipment |
|
- |
362 |
Net cash used in investing
activities |
|
-1,049 |
362 |
|
|
|
|
Financing activities |
|
|
|
Proceeds from borrowing |
|
687 |
4,161 |
Repayments from borrowing |
|
-20 |
-305 |
Net cash generated from financing
activities |
|
667 |
3856 |
|
|
|
|
Net increase in
cash and cash equivalents |
|
147 |
3,488 |
Cash and cash equivalents at
beginning of period |
|
-4,403 |
-7,879 |
Exchange differences on cash and
cash equivalents |
|
- |
- |
Cash and cash equivalents at end
of period |
|
-4,256 |
-4,391 |
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO THE FINANCIAL INFORMATION
1. General
Information
The combined financial information constitutes the following
entities:
· Comarco Supply Base (EPZ)
Ltd.
· Kenya Marine Contractors (EPZ)
Ltd.
· Consolidated Marine Contractors
Ltd.
· Comarco Properties Ltd.
· Touchwood Investments Ltd.
Together these entities form “Comarco Group”.
The principal activity of Comarco Group is marine transport,
storage, stevedoring, shore handling, repairs and maintenance of
vessels, jetty services and consultancy to the Oil and Gas
industry. All the services of the Comarco Group are carried out in
accordance with the provisions of the Kenyan Export Processing Act
(CAP. 517). The companies within Comarco Group are all incorporated
and domiciled in Kenya. The
principle place of business for Comarco Group is Liwatoni Bay,
Mombasa.
2. Accounting
policies
The principal accounting policies applied in the preparation of
this Financial Information are set out below (‘Accounting Policies’
or ‘Policies’). These Policies have been consistently applied to
all the periods presented, unless otherwise stated.
3. Basis of preparation
As permitted, the Company has chosen not to adopt IAS 34
“Interim Financial Statements” in preparing this interim financial
information. The condensed interim financial information should be
read in conjunction with the annual financial statements for the
year ended 30 September 2018, which
have been prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union.
The interim financial information set out above does not
constitute statutory accounts within the meaning of the Companies
Act 2006. It has been prepared on a going concern basis in
accordance with the recognition and measurement
criteria of International Financial Reporting Standards (IFRS) as
adopted by the European Union.
Financial information for the period ended 30 September 2018 for each entity were approved
by the Board of Directors. On 10 June
2019, an RNS was released to the market containing the
annual financial information of Comarco Group for the period ended
30 September 2019.The comparative financial information for the
interim period ended 31 March 2018 is
for Comarco Group only.
Going concern
The Directors, having made appropriate enquiries, consider that
adequate resources exist for the Comarco Group to continue in
operational existence for the foreseeable future and that,
therefore, it is appropriate to adopt the going concern basis in
preparing the condensed interim financial
statements for the period ended 31 March
2019.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of
the business. The key risks that could
affect Comarco Group’s medium-term performance and the factors
that mitigate those risks have not substantially changed from those
set out in Comarco Group’s 2018 Financial Information.
Critical accounting estimates
The preparation of condensed interim financial information
requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Significant
items subject to such estimates are set out in Note 4 of the
Company’s 2018 Financial information. The nature and amounts of
such estimates have not changed significantly during the interim
period.
4. Segment
information
Management has determined the operating segments based on
reports reviewed by the Board of Directors that are used to make
strategic decisions. During the periods presented Comarco Group had
interests in two key segments, being Kenya Marine Contractors
(“KMC”), for Marine based (On the sea) business and Comarco Supply
Base (“CSB”), Touchwood Investments (“TIL”) and Comarco Property
(“CPL”) for Port based (on the land). Activities in both segments
relate to the provision of general marine transport services.
Six months ended 31 March
2019 |
|
Marine
Services
$’000 |
Port
Services
$’000 |
Total
$’000 |
Revenue |
|
471 |
2,480 |
2,952 |
Profit/(loss) from operations per
reportable segment |
|
(1,842) |
(1,596) |
3,437 |
Additions to
non-current assets |
|
- |
- |
- |
Reportable segment assets |
|
12,469 |
61,871 |
74,340 |
Reportable segment liabilities |
|
30,808 |
12,763 |
43,571 |
Six months ended 31 March
2018 |
|
Marine
Services
$’000 |
Port
Services
$’000 |
Total
$’000 |
Revenue -
Operations |
|
8 |
3,422 |
3,430 |
Profit/(loss) from operations per
reportable segment |
|
(3,519) |
7,290 |
3,771 |
Additions to
non-current assets |
|
- |
- |
- |
Reportable segment assets |
|
12,556 |
28,833 |
41,389 |
Reportable segment liabilities |
|
28,514 |
8,040 |
36,655 |
Year ended 30
September 2018 |
|
Marine
Services
$’000 |
Port
Services
$’000 |
Total
$’000 |
Revenue |
|
152 |
7,244 |
7,396 |
|
Profit/(loss) from operations per
reportable segment |
|
(2,197) |
5,934 |
3,737 |
|
Additions to
non-current assets |
|
- |
185 |
185 |
|
Reportable segment assets |
|
11,683 |
65,012 |
76,695 |
|
Reportable segment liabilities |
|
29,678 |
10,723 |
40,401 |
|
|
|
|
|
|
|
|
|
|
|
5. Operating
profit/loss
|
|
|
The following items have been
charged/(credited) in arriving at operating loss: |
Six months ended 31
March 2019 |
Six months ended 31
March 2018 |
|
$’000 |
$’000 |
Depreciation on property, plant and
equipment |
730 |
610 |
Amortisation of intangible
asset |
- |
- |
Directors' emoluments |
- |
- |
Auditors Remuneration: |
|
|
- Current Year |
3 |
4 |
- Under provision in prior year |
- |
- |
Impairment of receivable from
director |
- |
- |
Impairment of loan to related
party |
86 |
11 |
Provision for bad debts |
0 |
0 |
Operating lease rentals |
61 |
56 |
Staff costs |
71 |
86 |
Profit/(loss) on disposal of
property, plant and equipment |
- |
(35) |
6. Share capital
|
|
|
|
Six months ended 31
March 2019 |
Six months ended 31
March 2018 |
Year ended 30
September 2018 |
Authorised issued and fully
paid: |
$’000 |
$’000 |
$’000 |
Issued and fully paid |
2,288 |
1,697 |
1,697 |
Authorised |
56 |
56 |
56 |
Comarco Group share capital is issued in Kenya Shillings, but is converted into the
reporting currency of Comarco Group (USD) for the purpose of this
report.
7. Borrowings
|
|
|
|
Six months ended 31
March 2019 |
Six months ended 31
March 2018 |
Year
ended
30 September
2018 |
Borrowings are made up of the
following: |
$’000 |
$’000 |
$’000 |
|
Non-current |
|
|
|
|
Bank loan |
12,313 |
10,786 |
12,265 |
|
Shareholder’s loan |
0 |
595 |
594 |
|
Finance leases |
3,922 |
4,490 |
3,313 |
|
|
16,235 |
15,871 |
16,172 |
|
|
|
|
|
|
Current |
|
|
|
|
Bank overdraft |
4,329 |
4,008 |
4,369 |
|
Bank loan |
5,477 |
4,618 |
5,587 |
|
Finance leases |
3,021 |
3,590 |
3,011 |
|
|
12,827 |
12,216 |
12,967 |
|
|
|
|
|
|
Total borrowings |
29,062 |
28,087 |
29,139 |
|
|
|
|
|
|
6 months or less |
9,171 |
12,423 |
8,731 |
|
6 – 12 months |
19,891 |
16,259 |
19,814 |
|
Total |
29,062 |
28,682 |
28,545 |
|
The borrowing facilities within Comarco Group are held within
Kenya Marine Contractors (EPZ) Limited and Comarco Supply Base
(EPZ) Limited.
Within Kenya Marine Contractors (EPZ) Limited the borrowings are
secured by:
i) Fixed
and floating charge debenture over the assets of Kenya Marine
Contractors (EPZ) Limited.
ii) Legal
charge over L.R Nos Mombasa Island/Block/XLVIII/54/65 & 148 and
L.R. No. 1463, Section I, Mainland North.
iii) Joint and
several personal guarantees and indemnities of the directors/
shareholders of Kenya Marine Contractors (EPZ) Limited.
iv) Corporate
guarantee of Consolidated Marine Contractors Limited, Comarco
Properties (EPZ) Limited, Comarco Indian Ocean Limited, Shipmarc
(EPZ) Limited, Harlesden Properties Limited and Comarco Supply Base
(EPZ) Limited.
v)
Personal guarantee and indemnity of Mr. Simon F. Phillips.
vi) Mortgage
over ships.
vii) Normal HP
documentation over assets financed.
viii) Insurance
Premium Finance Tripartite agreement.
ix) Charge for
Shs 400M over property Mombasa/Block
XLVII/173 in the name of Touchwood Investments Limited.
x) Charge for
USD 400,000 over property Plot No.
12888/26 in the name of Harlesden Properties Limited.
xi) Personal
guarantees of directors.
xii) Corporate
guarantee of Touchwood Investments Limited and Comarco Indian Ocean
Limited.
xiii) Original title deed
for property plot no 1889/Section 1/MN/Nyali, Mombasa and for
property Plot No. 12888/26.
Within Comarco Supply Base (EPZ) Limited
a) The bank overdrafts, insurance premium financing
and loans are secured by:
i) Legal
(continuous) charge on commercial property under: Two commercial
property Title No. Mombasa/Block XLVII/110 registered in the name
of Shipmarc (EPZ) Limited and Title No. Mombasa/Block XLVII/173
registered in the name of Touchwood Investments Limited.
ii) Legal
Charge for USD 400,000 over property
plot No. 12888/26 registered in the name of Harlesden Properties
Limited.
iii) Legal
Charge for USD 4,000,000 over
property title sub-division No. 473 (Original No. 11/2), section 1
Mainland North, Mombasa registered in the name of Quaco 219
Limited.
iv) Fixed and
Floating Debenture for an amount of USD
3,000,000 over all assets of the Company.
v)
Corporate guarantee of Touchwood Investments Limited, Kenya Marine
Contractors (EPZ) Limited, Harlesden Properties Limited, Shipmarc
(EPZ) Limited and Quadco 219 Limited for USD
3,000,000.
vi) Joint and
Several Personal Guarantees and Indemnities for an amount of
USD 20,000,000 each executed by
Peter John Phillips and Simon Frazer Phillips.
vii) A Company
guarantee for USD 1,300,000 executed
by Kenya Marine Contractors (EPZ) Limited along with an appropriate
board resolution.
viii) Personal joint
and several guarantees of Simon Fraser
Philip and Peter John
Phillips for USD 1.3M.
ix) Corporate
guarantee of Comarco Singapore PTE Limited, Comarco Properties
(EPZ) Limited, Consolidated Marine Contractors Limited, Comarco
Indian Ocean Limited and Kenya Marine Contractors (EPZ)
Limited.
b) Finance leases - a right of lien over the asset
acquired.
The borrowing facilities expiring within one year are subject to
review at various dates during the next financial year.
The carrying amounts of Comarco Group’s borrowings are
denominated in the following currency:
|
|
|
|
Six months ended 31
March 2019 |
Six months ended 31
March 2018 |
Year ended
30 September
2018 |
|
$’000 |
$’000 |
$’000 |
Kenya Shilling |
6 |
595 |
6 |
US Dollar |
29,246 |
28,053 |
28,539 |
|
29,252 |
28,648 |
28,545 |
Gross finance lease liabilities, minimum lease payments:
|
|
|
|
Six months ended 31
March 2019 |
Six months ended 31
March 2018 |
Year ended
30 September
2018 |
|
$’000 |
$’000 |
$’000 |
Not later than 1 year |
4,664 |
3,847 |
3,701 |
Later than 1 year and not later than
5 years |
4,302 |
7,274 |
4,464 |
Total gross finance
leases |
8,965 |
11,148 |
8,165 |
|
|
|
|
Future interest expense on finance
leases |
(2,021) |
(2,641) |
(1,841) |
|
|
|
|
Present value of finance
leases |
6,466 |
8,507 |
6,324 |
|
|
|
|
Present value of finance leases -
minimum lease payments |
6,466 |
8,507 |
6,324 |
|
|
|
|
Not later than 1 year |
2,990 |
2,051 |
2,591 |
Later than 1 year and not later than
5 years |
3,954 |
6,456 |
3,733 |
Total |
6,466 |
8,507 |
6,324 |