TIDMPSD
RNS Number : 7756Y
PSource Structured Debt Limited
27 February 2013
PSOURCE STRUCTURED DEBT LIMITED
INTERIM REPORT AND UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE PERIOD FROM 1 JULY 2012 TO 31 DECEMBER 2012
PSOURCE STRUCTURED DEBT LIMITED
Contents
Company Information 1
Chairman's Statement 2-3
Responsibility Statement 4
Condensed Consolidated Statement of Financial Position
(unaudited) 5
Condensed Consolidated Statement of Comprehensive
Income (unaudited) 6
Condensed Consolidated Statement of Changes in Equity
(unaudited) 7
Condensed Consolidated Statement of Cash Flows (unaudited) 8
Notes to the Condensed Consolidated Financial Statements
(unaudited) 9-13
Analysis of Significant Investments (unaudited) 14
PSOURCE STRUCTURED DEBT LIMITED
Company Information
Company Number: Financial adviser and stockbroker
47075 (Registered in Guernsey) to the Company:
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London, EC4M 7LT
Directors: Auditors to the Company:
William Scott, Independent Chairman KPMG Channel Islands Limited
Soondra Appavoo 20 New Street
Peter Niven, Independent Director St Peter Port
Tim Jenkinson, Independent Director Guernsey, GY1 4AN
Keith Dorrian, Independent Director
Company Secretary and Administrator: Solicitors to the Company:
Praxis Fund Services Limited Eversheds LLP
Sarnia House 1 Wood Street
Le Truchot London, EC2V 7WS
St Peter Port
Guernsey, GY1 4NA
Registered office of the Company: Guernsey Lawyers to the Company:
Sarnia House Mourant Ozannes
Le Truchot PO Box 186
St Peter Port 1 Le Marchant Street
Guernsey, GY1 4NA St Peter Port
Guernsey, GY1 4HP
Investment Manager: U.S. Counsel:
Laurus Capital Management, LLC Alston & Bird LLP
875 Third Avenue, 3(rd) Floor 90 Park Avenue
New York, NY 10022 New York, NY 10016-1387
USA USA
Manager: Bankers:
PSource Capital Guernsey Limited Investec Specialist Private Bank
Sarnia House Glategny Court,
Le Truchot Glategny Esplanade,
St Peter Port St Peter Port,
Guernsey, GY1 4NA Guernsey, GY1 3LP
Until 31 July 2012
Investment Consultant Promoter Custodian:
& Manager: Wells Fargo Bank
PSource Capital Limited 45 Broadway,14th Floor
126 Jermyn Street New York, NY 10006
London, SW1Y 4UJ USA
Manager - effective 31 July 2012
Independent Valuation Consultant: Registrar:
MountainView IPS (formerly Clayton Capita Registrars (Guernsey) Limited
IPS Corporation) Mont Crevelt House
999 18(th) Street Bulwer Avenue
Suite 1001 St Sampson
Denver, Colorado 80202 Guernsey, GY2 4JN
USA
Clearing Broker: Executing Broker:
Albert Fried & Company, LLC GP Nurmenkari Inc.
45 Broadway, 24th Floor 6 East 39(th) Street
New York, NY 10006 New York, NY 10016
USA USA
Financial Public Relations:
Weber Shandwick Financial
Fox Court
14 Gray's Inn Road
London, WC1X 8WS
PSOURCE STRUCTURED DEBT LIMITED
Chairman's Statement
Period end 31 December 2012
I set out below the interim report for the half year ended 31
December 2012. The most important development of the past half year
has been significant investment made by an Abu Dhabi investment
group in Parabel, the Company's largest investment.
PSD has been in wind-down for some time now. As mentioned in the
2012 Annual Accounts, the Board has been looking at liquidation
options. Following the funding of Parabel, the Board believes that
this is now an appropriate point to put PSD into liquidation. We
set out further detail on this process below.
Review of the portfolio
Following the vote to put PSD into wind down in April 2012, the
Company no longer prepares its accounts on a going concern basis.
On the advice of the Independent Valuation Consultant,
Mountainview, and reflecting the recent Parabel transaction, the
Board has written the NAV down by US$33,693,279 (80.49%) to
US$8,166,684.
The two largest components of this write down were:
-- US$27,155,566 write down in the Company's holding in Parabel to US$4,600,000
-- US$3,650,095 write down in the Company's holding in Biovest to US$1,617,573
The Parabel write down follows an investment by an Abu Dhabi
Investment Group (Dhabi Cayman One Limited) into Parabel Limited (a
newly formed subsidiary of Parabel, Inc.). This is a complex
transaction, and has resulted in a dilution of PSD's holding.
However, it is also an important step forward for Parabel to have
secured this material investment (US$15 million) from a third party
which Parabel management believes will assist in significantly
accelerating Parabel's commercial development. As PSD shareholders
will recall, it has been the intention and hope of Parabel to
achieve an IPO which, amongst other things would have provided
funding to the operating business of Parabel for the purposes
described above. Circumstances have dictated that this has not been
achieved in our holding period to date. Accordingly, Parabel has
sought and has obtained third party funding which has resulted in
the Abu Dhabi transaction described above. Shareholders will
appreciate that there is a material difference to be expected in
the valuation that an embryonic business such as Parabel (or indeed
almost any business) will achieve in a private off-market
transaction such as that with Abu Dhabi and that which could be
achieved in a public market IPO. The write down in the value of our
holding reflects two elements: the relatively modest structural
dilution from new money referred to above; and the larger from the
re-pricing of our holding in line with the significant cash
transaction with the new external investor. Only the structural
element of the value reduction is necessarily permanent; whether
(and when) the remainder might reverse will of course be determined
by the evolution of future events.
The Biovest write down follows an event of default declared by
certain of Biovest's creditors (including PSD and other funds
affiliated with the Investment Manager) in respect of indebtedness
which fell due in November 2012 and which Biovest failed to repay
or refinance and the further investment in that company by funds
affiliated with the Investment Manager and the consequent
assessment of the valuation of that company and the relevant
elements of its capital structure by our Independent Valuation
Consultant.
NAV Performance
The NAV has reduced by US$33.69 million or 80.49% during the
period and was 0.1371 US cents per PSD share or 8.4p/share
(US$8.17m in total) at 31 December 2012. Bearing in mind the
illiquid nature of the Company's investments, the realisation of
this NAV is highly dependent on market conditions.
PSOURCE STRUCTURED DEBT LIMITED
Chairman's Statement, continued
Period end 31 December 2012
Cash flows and bank position
There have been only limited disposals during the half year, the
only significant sale being the disposal of the Company's holdings
in BioDelivery Sciences for net proceeds of US$671,309.
The Company had a small cash balance of US$336,683 at 31
December 2012. As at 27 February, this cash balance had reduced to
US$281,633.
The Company has no debt or overdraft facility with its bankers,
Investec Specialist Private Bank.
Liquidation of the Company
Following the write down of the portfolio, the monthly expenses
of the Company in its current form equate to approximately
US$37,000. In the absence of any further cash inflows (none of
which can be guaranteed), the Company does not have the cash
resources to continue operation in its current form for an extended
period.
The Board has considered a number of possible mechanisms for the
Company during the realisation of the remaining holdings. Although
there are several potential ways of operating on a reduced-cost
basis, the Board has concluded that the most appropriate and
lowest-cost option is to appoint a liquidator. Therefore, the Board
intends before the end of March to put proposals for the delisting
and the appointment by shareholders of a liquidator to represent
their interests while ongoing efforts are made to realise PSD's
residual assets.
Shareholders voted to put PSD into wind-down in April 2012.
Following the Parabel funding transaction, the Board believes it is
now an appropriate time to put PSD into liquidation.
William Scott (Chairman)
Date: 27 February 2013
PSOURCE STRUCTURED DEBT LIMITED
Responsibility Statement
We confirm that to the best of our knowledge and in accordance
with DTR 4.2.10R of the Disclosure and Transparency Rules:
a) The condensed consolidated financial statements (the
"financial statements") have been properly prepared in accordance
with the Disclosure and Transparency Rules of the Financial
Services Authority and with International Financial Reporting
Standards ("IFRS") and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group as
at and for the period ended 31 December 2012.
b) The interim report, which includes information detailed in
the Chairman's Statement and Notes to financial statements,
includes a fair review of the information required by DTR 4.2.7R
(indication of important events during the first six months ended
31 December 2012 and description of principal risks and
uncertainties for the remaining six months of the year); and
c) The interim report, which includes information detailed in
the Chairman's Statement and Notes to financial statements,
includes a fair review of the information required by DTR 4.2.8R
(disclosure of related party transactions and changes therein).
Director: William Scott
Director: Peter Niven
Date: 27 February 2013
On behalf of the Board of Directors
PSOURCE STRUCTURED DEBT LIMITED
Condensed Consolidated Statement of Financial Position
(unaudited)
As at 31 December 2012
Notes 31 December 30 June 2012
2012
(audited)
--------------------------------- ----- ------------ ------------
US$ US$
Investments 6
Fair value through profit and
loss 5,089,843 30,422,024
Held for trading - 723,605
Loans and receivables 7,035,190 10,642,455
------------ ------------
Total investments 12,125,033 41,788,084
------------ ------------
Current assets
Cash and cash equivalents 336,683 293,808
Unsettled investment sales 59,330 -
Other receivables 7 24,511 4,275,920
------------ ------------
420,524 4,569,728
------------ ------------
Current liabilities
Other payables 8 (4,378,873) (4,497,849)
------------
(4,378,873) (4,497,849)
------------ ------------
Net current (liabilities)/assets (3,958,349) 71,879
------------ ------------
Total net assets 8,166,684 41,859,963
============ ============
Represented by Shareholders'
equity:
Share Premium 47,512,742 47,512,742
Distributable reserve 42,793,973 42,793,973
Reserves (82,140,031) (48,446,752)
Total Shareholders' equity 8,166,684 41,859,963
============ ============
Net asset value per Ordinary 9 US$0.1371 US$0.7028
Share
============ ============
The accompanying notes form an integral part of these financial
statements.
PSOURCE STRUCTURED DEBT LIMITED
Condensed Consolidated Statement of Comprehensive Income
(unaudited)
For the period ended 31 December 2012
Notes 1 July 2012 1 July 2011
to to
31 December 31 December
2012 2011
----------------------------------------- ----- -------------- --------------
US$ US$
Revenue
Loan interest income 507,994 1,223,005
Bank interest 162 89
Fee income - 5,400
Other income 18,043 12,868
Bad debt provision (4,747,188) (14,595)
Net losses on investments at fair
value through profit or loss (25,325,147) (22,357,987)
Net losses on investments at amortised
cost (3,529,502) (1,545,958)
Net foreign exchange gains (6,554) 4,605
-------------- --------------
Net investment deficit (33,082,192) (22,672,573)
-------------- --------------
Expenses
Management fee (306,461) (935,738)
Directors' fees and expenses 4 (54,566) (89,892)
Administration fees (77,830) (117,914)
Custodian fees (13,245) (14,000)
Registrar fees (11,784) (9,526)
Auditor's remuneration (2,710) (56,079)
Loan arrangement fees - (210,106)
Legal and professional fees (91,335) (153,561)
Independent valuation consultancy
fee (25,206) (60,493)
US Taxation (288) (22,369)
Other expenses (27,662) (27,525)
-------------- --------------
Operating expenses before finance
costs (611,087) (1,697,203)
-------------- --------------
Net deficit from operations before
finance costs (33,693,279) (24,369,776)
-------------- --------------
Finance costs
Bank interest - (20,201)
Loan interest - (103,696)
Deficit after finance costs for
the period (33,693,279) (24,493,673)
Total comprehensive deficit for
the period (33,693,279) (24,493,673)
============== ==============
Basic & diluted deficit per Ordinary 5 US$(0.5657) US$(0.4112)
Share
============== ==============
The results for the current and prior periods are derived from
continuing operations.
The accompanying notes form an integral part of these financial
statements.
PSOURCE STRUCTURED DEBT LIMITED
Condensed Consolidated Statement of Changes in Equity
(unaudited)
For the period ended 31 December 2012
1 July 2012 to 31 December 2012
Share Distributable
Premium Reserve Reserves Total
------------------------ ---------- ------------- -------------- --------------
US$ US$ US$ US$
Balance brought forward 47,512,742 42,793,973 (48,446,752) 41,859,963
Total comprehensive
deficit for the period - - (33,693,279) (33,693,279)
Balance carried forward 47,512,742 42,793,973 (82,140,031) 8,166,684
========== ============= ============== ==============
1 July 2011 to 31 December 2011
Share Distributable
Premium Reserve Reserves Total
------------------------ ---------- ------------- -------------- --------------
US$ US$ US$ US$
Balance brought forward 47,512,742 42,793,973 8,343,394 98,650,109
Total comprehensive
deficit for the period - - (24,493,673) (24,493,673)
Balance carried forward 47,512,742 42,793,973 (16,150,279) 74,156,436
========== ============= ============== ==============
The accompanying notes form an integral part of these financial
statements.
PSOURCE STRUCTURED DEBT LIMITED
Condensed Consolidated Statement of Cash Flows (unaudited)
For the period ended 31 December 2012
1 July 2012 1 July 2011
to to
31 December 31 December
2012 2011
--------------------------------------- ------------ -------------
US$ US$
Cash flows from operating activities
Loan interest received - 239,744
Fee income received - 5,400
Other income received 18,043 12,868
Operating expenses paid (717,976) (1,832,806)
Sale proceeds received from disposal
of investments 671,309 682,832
Amounts received on loan repayments 77,763 6,457,225
------------ -------------
Net cash from operating activities 49,139 5,565,263
------------ -------------
Cash flows from/(used in) financing
activities
Bank interest received 290 89
Bank interest paid - (20,201)
Loan interest paid - (103,696)
Loan liability repayments - (3,867,480)
Net cash from/(used in) financing
activities 290 (3,991,288)
------------ -------------
Net increase in cash and cash
equivalents 49,429 1,573,975
Cash and cash equivalents, start
of period 293,808 (510,243)
Effect of exchange rate changes
during the period (6,554) 4,605
------------ -------------
Cash and cash equivalents, end
of period 336,683 1,068,337
============ =============
Cash and cash equivalents comprise
the following amounts:
Bank deposits 336,683 1,068,337
336,683 1,068,337
======= =========
The accompanying notes form an integral part of these financial
statements.
PSOURCE STRUCTURED DEBT LIMITED
Notes to the Condensed Consolidated Financial Statements
For the period ended 31 December 2012
1. The Company:
The Company is a closed-ended investment company, incorporated
and registered with limited liability in Guernsey on 5 June 2007
and formed in accordance with The Control of Borrowing (Bailiwick
of Guernsey) Ordinance, 1959 to 2003 as amended. The Company
commenced business on 3 August 2007 when the initial 30,000,000
Ordinary Shares of the Company were admitted to the Official List
of the London Stock Exchange. The Company is a Guernsey Authorised
Closed-ended Investment Scheme and is subject to the Authorised
Closed-ended Investment Scheme Rules 2008.
The Group also includes PSD SPV 2, Inc ("SPV2" or "Subsidiary")
a wholly own subsidiary of the Company. SPV2 was incorporated in
the State of Delaware on 2 April 2009 and commenced trading on 1
May 2009. SPV2 was established to hold certain US assets. For
reasons of tax efficiency, newly originated direct investments and
co-investments after that time were made through this
Subsidiary.
The Group comprises PSource Structured Debt Limited and
SPV2.
2. Principal Accounting Policies:
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the Group's financial statements:
(a) Basis of Preparation:
(i) General
The condensed interim financial statements (the "financial
statements") have been prepared in accordance with International
Accounting Standard ("IAS") 34 "Interim Financial Reporting", as
adopted by the European Union and are in compliance with the
Companies (Guernsey) Law, 2008.
The financial statements do not include all the information and
disclosures required in annual financial statements and should be
read in conjunction with the Group's annual financial statements
for the year ended 30 June 2012. The same accounting policies,
presentation and methods of computation are followed in these
financial statements as those followed in the preparation of the
Group's annual audited financial statements for the year ended 30
June 2012.
These financial statements have been prepared on a break up
basis as the Company may go into voluntary liquidation during the
next 12 months. The only impact of adopting the break-up basis
compared to the going concern basis on the financial statements is
the provision of liquidation costs, because in the Directors
opinion the Company's investments are being carried at the best
estimate of their realisable value as at the period end.
(ii) Judgements and estimates
The preparation of financial statements requires management to
make judgements, estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be
relevant.
The estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are recognised in
the period in which the estimate was revised if the revision
affects only that period or in the period of the revision and
future periods if the revision affects both current and future
periods.
In preparing these financial statements, the significant
judgements made by management and the key sources of estimation
uncertainty were the same as those applied to the financial
statements for the year ended 30 June 2012.
3. Material Agreements & Related Parties, continued:
Management Agreement
With effective from 16 May 2012, the Management Agreement was
amended so that the annual management fee would be paid at the rate
of 2 per cent per annum of NAV up to 31 March 2013 and will
thereafter drop to a rate of 1.25 per cent per annum of NAV. The
management fee will continue to be accrued daily and calculated and
paid monthly.
PSOURCE STRUCTURED DEBT LIMITED
Notes to the Condensed Consolidated Financial Statements,
continued
For the period ended 31 December 2012
3. Material Agreements & Related Parties, continued:
Management Agreement, continued
As at 31 December 2012, the management fee creditor was
US$27,408 (30 June 2012: US$70,877).
In addition, the Manager is entitled to a Performance Fee in
respect of any Performance Fee Period in which the Performance
Trigger has been achieved. As at 31 December 2012, the Performance
Fee creditor was US$4,185,888 (30 June 2012: US$4,185,888). In
January 2009, the Manager agreed to defer payment of the
Performance Fee owed by the Group until such time as the Group has
resumed dividend payments.
With effective from 16 May 2012, the Company waived the
condition that any performance fee payments would be deferred until
such date as the Company has resumed payment of dividends to
Shareholders.
During the prior year, the Manager (and in turn the Investment
Manager) also agreed to waive 25 per cent (being US$ 1,395,296) of
its entitlement to the deferred Performance Fee. This amount was
written back in the Consolidated Statement of Comprehensive Income
during the prior year. The Manager (and in turn the Investment
Manager) further agreed that it will only be entitled to receive
the remaining 75 per cent (being US$ 4,185,888) of its entitlement
to the deferred Performance Fee if following such waiver:
-- Parabel, Inc ("Parabel"), formerly Petro Algae Inc, is the
subject of an IPO whereby its shares are listed on either NASDAQ or
the NYSE or another stock exchange approved by the Company, and the
proceeds of such IPO are distributed to the Company by PetroTech;
or
-- more than 50 per cent of the shares of common stock in
Parabel, attributable to the Company by virtue of its investment in
PetroTech, are sold by private sale and the proceeds of such sale
net of the proportion of expenses of PetroTech in respect of such
sale attributable to the Company which were sold are distributed to
the Company by PetroTech.
Upon termination of the Management and Investment Management
Agreement, the Company may discharge its performance fee obligation
in specie in Parabel, Inc stock or securities in PetroTech Holdings
Inc (an intermediate holding company) based on a valuation of
Parabel, Inc common stock of $8.70/share. Based on the Company's
current valuation of its Parabel, Inc holding, such an in specie
payment could discharge the Company's obligation at a substantially
lower value than the current balance sheet liability ($4.185m).
However, any such in specie payment is subject to a "True Up"
revaluation if there is a subsequent exit event within six months
of the date of transfer of shares in payment of the performance fee
and based on this, the Board consider it appropriate to maintain
the current full liability provision.
For details of changes to potential future performance fees
please refer to the EGM Circular dated 16 May 2012.
Administration Agreement
As at 31 December 2012, the administration fee payable was
US$20,322 (30 June 2012: US$12,166).
Registrar Agreement
As at 31 December 2012, theregistrar fee payable was US$4,991
(30 June 2012: US$5,942).
Custodian Agreement
As at 31 December 2012, the custodian fees payable was US$nil
(30 June 2012: US$nil).
Independent Valuation Consultant
As at 31 December 2012, the independent valuation consultancy
fee payable was US$12,706 (30 June 2012: US$12,500).
Related Party Transactions
There were no transactions with related parties during the
current or immediately prior periods.
Directors' and Other Related Parties' Interests
As at 31 December 2012, the interests of the Directors and their
families who held office during the period are set out below:
31 December 2012 30 June 2012
Ordinary Shares Ordinary Shares
----------------- ----------------
William Scott (Chairman) 50,000 50,000
Peter Niven 30,000 30,000
Soondra Appavoo 20,000 20,000
Tim Jenkinson 50,000 50,000
Keith Dorrian - -
PSOURCE STRUCTURED DEBT LIMITED
Notes to the Condensed Consolidated Financial Statements,
continued
For the period ended 31 December 2012
3. Material Agreements & Related Parties, continued:
Directors' and Other Related Parties' Interests
There were no changes in the interests of the Directors prior to
the date of this report.
No Director, other than those listed above, and no connected
person of any Director has any interest, the existence of which is
known to, or could with reasonable diligence be ascertained by that
Director, whether or not held through another party, in the share
capital of the Company.
As at 31 December 2012, the Investment Manager held 500,000 (30
June 2012: 500,000) Ordinary Shares in the Company.
4. Directors' Fees:
Each of the Directors has entered into an agreement with the
Company providing for them to act as a non-executive director of
the Company. Their annual fees, excluding all reasonable expenses
incurred in the course of their duties which were reimbursed by the
Company were as follows for the year:
31 December 30 June 2012*
2012
Annual Fee Annual Fee
------------ --------------
GBP GBP
William Scott (Chairman) 20,000 27,500
Soondra Appavoo - -
Peter Niven (Audit Committee chairman) 17,000 24,500
Tim Jenkinson 15,000 22,500
Keith Dorrian 15,000 22,500
*All Directors annual fees were reduced by GBP10,000 per annum
per Director with effect from 1 April 2012.
Mr Appavoo has waived his Director's fees for the year. As at 31
December 2012, the Directors' fees payable was US$27,227 (30 June
2012: US$nil).
5. Basic & diluted deficit per Ordinary Share:
Basic deficit per Ordinary Share is based on the net deficit for
the period of US$33,693,279 (period ended 30 June 2012:
US$24,493,673) and on a weighted average of 59,564,681 (30 June
2012: 59,564,681) Ordinary Shares in issue.
Diluted deficit per Ordinary Share is the same as basic deficit
per Ordinary Share since there are no dilutive potential Ordinary
Shares arising from financial instruments.
6. Investments:
31 December 30 June 2012 31 December
2012 2011
------------ ------------- ------------
Fair Value Through Profit US$ US$ US$
or Loss Investments:
Investments listed on recognised
investment exchanges 489,814 1,744,422 1,685,106
Unlisted investments 4,600,029 28,677,602 60,413,523
------------ ------------- ------------
5,089,843 30,422,024 62,098,629
============ ============= ============
31 December 30 June 2012 31 December
2012 2011
------------- ------------- ------------
Held for Trading Investments: US$ US$ US$
Unlisted investments - 723,605 251,485
============= ============= ============
31 December 30 June 2012 31 December
2012 2011
------------ ------------- ------------
Loans and Receivables at US$ US$ US$
amortised cost:
Loans 7,035,190 10,642,455 13,123,167
============ ============= ============
PSOURCE STRUCTURED DEBT LIMITED
Notes to the Condensed Consolidated Financial Statements,
continued
For the period ended 31 December 2012
6. Investments, continued:
31 December 30 June 2012 31 December
2012 2011
------------ ------------- ------------
Total Investments: US$ US$ US$
Investments listed on recognised
investment exchanges 5,089,843 1,744,422 1,685,106
Unlisted investments - 29,401,207 60,665,008
Loans 7,035,190 10,642,455 13,123,167
------------ ------------- ------------
12,125,033 41,788,084 75,473,281
============ ============= ============
7. Other Receivables: 31 December 2012 30 June 2012
----------------- -------------
US$ US$
Loan interest & fee receivables - 4,239,484
Prepayments 24,511 36,436
24,511 4,275,920
================= =============
The Directors consider that the carrying amount of other
receivables approximates fair value.
8. Other Payables: 31 December 2012 30 June 2012
----------------- -------------
US$ US$
Management fee payable 27,408 70,877
Performance fee payable 4,185,888 4,185,888
Administration fee payable 20,322 12,166
Audit fee payable - 78,535
Legal & professional fees payable 100,000 100,000
US Tax payable 333 46
Other payables 44,922 50,337
----------------- -------------
4,378,873 4,497,849
================= =============
The Directors consider that the carrying amount of other
payables approximates fair value.
9. Net Asset Value per Ordinary Share:
The net asset value per Ordinary Share is based on the net
assets attributable to Ordinary shareholders of US$8,166,664 (30
June 2012: US$41,859,963) and on the period end Ordinary Shares in
issue of 59,564,681 (30 June 2012: 59,564,681).
10. Financial Risk Management:
Strategy in Using Financial Instruments:
The Group's activities expose it to a variety of financial
risks: market risk (including currency risk, fair value, interest
rate risk, cash flow interest rate risk and price risk), credit
risk and liquidity risk. The Group's overall risk management
program focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the Group's
financial performance. These policies include the use of certain
financial derivative instruments. The risk management policies
employed by the Group to manage these risks are discussed
below.
These financial statements do not include all financial risk
management 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 30 June
2012. There have been no changes in risk management policies since
the last year end.
11. Significant Investment Holding:
Parabel, Inc./PetroTech Holdings Inc.
The Group has a significant holding in Parabel, Inc (formerly
PetroAlgae), a food, feed and fuel development stage company based
in Florida, through its holding in PetroTech Holdings Inc. The
holding structure and some of the commercial progress of PetroAlgae
is discussed below.
PSOURCE STRUCTURED DEBT LIMITED
Notes to the Condensed Consolidated Financial Statements,
continued
For the period ended 31 December 2012
11. Significant Investment Holding (continued):
Parabel, Inc./PetroTech Holdings Inc. (continued)
Holding structure
The Group has a significant holding in PetroTech Holdings Inc, a
Delaware corporation. PetroTech Holdings Inc is a privately held
holding company whose principal asset at 30 June 2012 was
100,000,000 shares (30 June 2011: 100,000,000 shares) of the common
stock of Parabel, Inc ("Parabel") and US$101,000,000 of debt issued
by Parabel, Inc. PetroTech Holdings Inc is owned jointly by the
Group, Laurus Master Fund and Valens (which are funds managed by
the Investment Manager).
Parabel is registered with the SEC and quoted on OTC Link
(PABL.US), following a reverse merger into a quoted shell in
December 2008. OTC Link is an electronic quotation system that
displays quotes from broker dealers for many over-the-counter
securities.
On 1 February 2012, Parabel, Inc announced an investment of
US$15m by Dhabi Cayman One Ltd., a Cayman domiciled entity linked
to an Abu Dhabi partner. Parabel Ltd. is a wholly owned subsidiary
of PA LLC, which is a subsidiary of Parabel, Inc.
Valuation
The Group owns 8.24% (30 June 2011: 8.24%) of the common stock
and US$7.2 million (30 June 2011: US$7.2 million) in preferred
stock in PetroTech Holdings Inc.
The PSD Board has undertaken a review of the valuation of
Parabel, Inc as at 31 December 2012. It has set the valuation at
US$4,600,000 (including accrued income) (30 June 2011:
US$31,755,566).This is based on a valuation of the Parabel, Inc
debt held by Petrotech Holdings Inc of US$100m and no value being
ascribed to the common stock of Parabel, Inc held by PetroTech
Holdings Inc. This represents 64% of the par value of the
preference shares PSD holds in PetroTech Holdings Inc (with accrued
interest held at nil, 30 June 2012: US$3.1m).
In coming to this assessment of value, the Board, with advice
from the Independent Valuation Consultant and the Investment
Consultant, have taken the following factors into account:
-- Public trading of stocks on OTC Link
-- Model based valuations
-- The value implied of Parabel by the Dhabi Cayman One transaction
The shares of Parabel, Inc are traded on OTC Link. The trading
is irregular and volumes traded are very limited. The Directors
note the public trading but do not principally rely upon it for
valuation purposes. The Volume Weighted Average Price of the shares
traded in the period ended 31 December 2012 was as follows (source:
Bloomberg):
-- 1 Month VWAP = US$1.02/share
-- 6 month VWAP = US$1.13/share
-- 12 month VWAP = US$1.60/share
The Directors have looked at model based discounted cash flow
valuations. The models used have been based on the latest Parabel
management forecasts.
Both a valuation based on the trading in Parabel, Inc stock and
a discounted cashflow valuation would result in a significantly
higher valuation than US$4,600,000 for PSD's holding in
Parabel.
In assessing the appropriate valuation of PSD's Parabel holding,
the Directors have placed greatest emphasis on the recent
transaction with Dhabi Cayman One Ltd.
12. Post Period End Events:
There are no other significant post period end events that
require disclosure in these financial statements.
PSOURCE STRUCTURED DEBT LIMITED
Analysis of Significant Investments (unaudited)
As at 31 December 2012
The largest holdings of the Group, by underlying investment
company as at 31 December 2012 are set out below:
Percentage
Book Fair of
Name of investment Cost Value NAV
-------------------------------------- ---------- ---------- ----------
US$ US$ %
Petrotech Holdings Corp 7,198,509 4,600,000 56.33%
Creative Vistas 3,646,615 3,646,631 44.65%
Biovest International 8,105,768 1,617,573 19.81%
Mascon Global Consulting Inc 3,069,867 1,534,934 18.80%
Accentia Biopharmaceuticals 437,569 371,084 4.54%
North Texas Steel 592,350 186,907 2.29%
Presilient, LLC 837,529 167,529 2.05%
Prolink Holdings - 375 0.00%
Other underlying investment companies 4,366,111 - 0.00%
---------- ---------- ----------
28,254,318 12,125,033 148.47%
========== ========== ==========
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR KMGZZLNVGFZG
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