TIDMRC2

RNS Number : 3415P

Reconstruction Capital II Ltd

30 September 2011

Reconstruction Capital II Limited ("RC2" or the "Company")

30 September 2011

Interim Unaudited Consolidated Financial Statements

for the six months ended 30 June 2011

Reconstruction Capital II Ltd ("RC2" or the "Company"), a closed-end investment company admitted to trading on the AIM market of the London Stock Exchange, today announces its interim results for the six months ended 30 June 2011.

Financial highlights

-- Net asset value, excluding non-controlling interest, as at 30 June 2011 was EUR 92.3m, representing EUR 0.9227 per share, a 1.29% fall since the beginning of the year;

-- As at 30 June 2011 the Company's market capitalisation was approximately EUR 74.3m, and 100m shares were in issue with a closing share price of EUR 0.7428 per share;

-- Loss before taxation for the period ended 30 June 2011 was EUR 0.2m ( profit of EUR 8.2m for the period ended 30 June 2010);

-- The Directors do not recommend the payment of a dividend.

Operational highlights

-- In April 2011, RC2 sold its shareholding in East Point Metals Ltd ("EPM") back to EPH, and in return it received non-core real estate assets from EPH which it is in the process of swapping with the founding shareholders of EPH for additional shareholding in EPH. By the end of June 2011, RC2 had increased its shareholding in EPH from 42.0% to 51.6%.

-- Under its Trading Programme, RC2 continued to reduce its exposure to listed markets in the region, and continued to refocus the Group towards its Private Equity Programme by exiting certain listed positions, thereby realising EUR 0.5m in cash proceeds

The financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted in the European Union. The financial information set out above does not constitute the Company's statutory accounts for the period ended 30 June 2011.

The interim report of the Group for the six months ended 30 June 2011 has been posted to shareholders. Extracts of the financial statements appear below and the full version is available on the Company's website - www.reconstructioncapital2.com

For further information, please contact:

Reconstruction Capital II Limited

Ion Florescu, Ivanka Ivanova

Tel: +44 (0) 20 7244 0088

Grant Thornton Corporate Finance (Nominated Adviser)

Philip Secrett, David Hignell

Tel: +44 (0) 20 7383 5100

LCF Edmond de Rothschild Securities (Broker)

Hiroshi Funaki

Tel: +44 (0) 20 7845 5960

INVESTMENT MANAGER AND INVESTMENT ADVISORS REPORT

Dear Shareholders,

On 30 June 2011, Reconstruction Capital II Limited ("RC2" or the "Group") had a total unaudited net asset value ("NAV") of EUR 92.3m after deducting non-controlling interest, or EUR 0.9227 per share, which represents a decrease of EUR 0.0121, or 1.29%, since the beginning of the year.

By comparison, as at 30 June 2011, the published NAV per share was EUR 1.0645, with the difference of EUR 0.1418 deriving from the effects of consolidating Mamaia Hotels SRL, Top Factoring SRL and East Point Holdings Limited ("EPH"). All three investments are booked at fair value when computing RC2's published net asset value per share.

In April 2011, RC2 sold its shareholding in East Point Metals Ltd ("EPM") back to EPH, and in return it received non-core real estate assets from EPH which it is in the process of swapping with the founding shareholders of EPH for additional shareholding in EPH. By the end of June 2011, RC2 had increased its shareholding in EPH from 42.0% to 51.6%. Consequently EPH is now consolidated in the accounts of RC2 (note 8).

Under its Trading Programme, RC2 continued to reduce its exposure to listed markets in the region, and continued to refocus the Group towards its Private Equity Programme by exiting certain listed positions, thereby realising EUR 0.5m in cash proceeds.

Yours truly,

New Europe Capital SRL

New Europe Capital DOO

New Europe Capital Limited

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2011

 
                                          Six months   Six months   Year ended 
                                           30-Jun-11    30-Jun-10    31-Dec-10 
                                                 EUR          EUR          EUR 
 
 Revenue                                  30,334,857    2,056,398    4,631,539 
 Cost of Sales                          (26,020,344)            -            - 
                                       -------------  -----------  ----------- 
 Gross Profit                              4,314,513    2,056,398    4,631,539 
 
 Investment income 
 (Loss) / Gain on investments 
  at fair value through profit 
  or loss                                (7,184,966)    9,719,750   11,954,421 
 Interest income                              18,793       22,422       18,237 
 Dividend income                              30,123        4,041        4,082 
 Other investment income                     353,339      118,856      503,154 
                                       -------------  -----------  ----------- 
 Total investment income                 (6,782,711)    9,865,069   12,479,894 
 
 Expenses 
 Gain arising on acquisition 
  of controlling interest in 
  subsidiary                            (16,112,647)            -            - 
 Administrative expenses                  10,822,622    3,704,199   10,955,345 
 Selling expenses                          1,817,780            -            - 
                                       -------------  -----------  ----------- 
 Total expenses                          (3,472,245)    3,704,199   10,955,345 
 
 Operating profit                          1,004,047    8,217,268    6,156,088 
 Share of profit of associates                17,732            -            - 
 Interest expense                        (1,233,519)            -            - 
                                       -------------  -----------  ----------- 
 Profit before taxation                    (211,740)    8,217,268    6,156,088 
 Income tax expense                        (608,000)    (199,146)      491,582 
                                       -------------  -----------  ----------- 
 Net loss / profit for the 
  period                                   (819,740)    8,416,414    6,647,670 
 
 Other comprehensive income 
 Exchange differences on translating 
  foreign operations                       1,357,286    (493,300)       87,787 
 
 Total comprehensive income 
  for the period                             537,546    7,923,114    6,735,457 
                                       =============  ===========  =========== 
 
 Net profit for the period 
  attributable to: 
 - Equity holders of the parent            3,469,459    8,483,235    6,731,609 
 - Non-controlling interest              (4,289,199)     (66,821)     (83,939) 
                                           (819,740)    8,416,414    6,647,670 
                                       =============  ===========  =========== 
 
 Total comprehensive income 
  attributable to: 
 - Equity holders of the parent            4,826,745    7,989,935    6,819,396 
 - Non-controlling interest              (4,289,199)     (66,821)     (83,939) 
                                             537,546    7,923,114    6,735,457 
                                       =============  ===========  =========== 
 
 Basic and diluted earnings 
  per share                                   0.0347       0.0848       0.0673 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 30 JUNE 2011

 
                                      30-Jun-11     30-Jun-10     31-Dec-10 
                                            EUR           EUR           EUR 
                                      Unaudited     Unaudited       Audited 
 Assets 
 Non-current assets 
 Property, plant and equipment      142,925,210    13,923,286    11,588,403 
 Financial assets at fair value 
  through profit or loss             43,442,739    77,227,760    83,387,381 
 Available for sale financial 
  assets                                515,873             -             - 
 Investment properties                6,067,947             -             - 
 Other receivables                    2,030,192             -             - 
 Investments in associates              721,818             -             - 
 Goodwill                             1,257,153     1,257,153     1,257,153 
                                   ------------  ------------  ------------ 
 Total non-current assets           196,960,932    92,408,199    96,232,937 
 
 Current assets 
 Financial assets at fair value 
  through profit or loss              3,063,735     8,850,105     3,711,882 
 Other financial assets               3,965,211             -             - 
 Inventories                         35,766,855       244,619       181,000 
 Trade and other receivables         73,946,530     1,403,573     6,607,316 
 Cash and cash equivalents           16,337,677     3,680,088       812,543 
                                   ------------  ------------  ------------ 
                                    133,080,008    14,178,385    11,312,741 
 Non current assets held for 
  sale                                4,439,000             -             - 
                                   ------------  ------------  ------------ 
 Total current assets               137,519,008    14,178,385    11,312,741 
 
 Total assets                       334,479,940   106,586,584   107,545,678 
 
 Liabilities 
 Current liabilities 
 Trade and other payables            23,251,817     1,913,945     2,380,538 
 Loans and borrowings               110,079,842       943,165     2,924,754 
 Corporation tax payable                359,767        50,293         9,925 
                                   ------------  ------------  ------------ 
 Total current liabilities          133,691,426     2,907,403     5,315,217 
 
 Non-current liabilities 
 Deferred tax                        10,987,769       967,102       621,000 
 Provision - employee retirement        758,926             -             - 
 Loans and borrowings                25,997,895     1,076,709     1,290,000 
                                   ------------  ------------  ------------ 
 Total non-current liabilities       37,744,590     2,043,811     1,911,000 
 
 Total liabilities                  171,436,016     4,951,214     7,226,217 
 
 Total net assets                   163,043,924   101,635,370   100,319,461 
                                   ============  ============  ============ 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 30 JUNE 2011 (continued)

 
 
 Capital and reserves 
 attributable to equity holders 
 Share capital                         1,000,000      1,000,000      1,000,000 
 Share premium reserve               121,900,310    121,900,310    121,900,310 
 Retained deficit                   (25,194,314)   (24,796,845)   (26,548,471) 
 Foreign exchange reserve            (5,439,872)    (3,457,656)    (2,876,569) 
                                   -------------  -------------  ------------- 
 Total equity and reserves            92,266,124     94,645,809     93,475,270 
 
 Non-controlling interest             70,777,800      6,989,561      6,844,191 
 Total equity                        163,043,924    101,635,370    100,319,461 
                                   =============  =============  ============= 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS OF 30 JUNE 2011

 
                                                 Foreign                                       Non- 
                      Share         Share       exchange       Retained                 controlling 
                    Capital       Premium        reserve        Deficit     Sub-total      interest         Total 
                        EUR           EUR            EUR            EUR           EUR           EUR           EUR 
 
 Balance at 
  1 January 
  2010            1,000,000   121,900,310    (2,964,356)   (33,280,080)    86,655,874     7,103,139    93,759,013 
 
 Net profit for 
  the period              -             -              -      8,483,235     7,989,935      (66,821)     7,923,114 
 Other 
 comprehensive 
 income                   -             -      (493,300)              -             -             -             - 
                 ----------  ------------  -------------  -------------  ------------  ------------  ------------ 
 Total 
  comprehensive 
  income                  -             -      (493,300)      8,483,235     7,989,935      (66,821)     7,923,114 
 Dividends 
  paid to non 
  -controlling 
  interests               -             -              -              -             -      (46,757)      (46,757) 
                 ----------  ------------  -------------  -------------  ------------  ------------  ------------ 
 
 Balance at 
  30 June 2010    1,000,000   121,900,310    (3,457,656)   (24,796,845)    94,645,809     6,989,561   101,635,370 
 
 Net profit for 
  the period              -             -              -    (1,751,626)   (1,751,626)      (17,118)   (1,768,744) 
 Other 
  comprehensive 
  income                  -             -        581,087              -       581,087             -       581,087 
                 ----------  ------------  -------------  -------------  ------------  ------------  ------------ 
 Total 
  comprehensive 
  income                  -             -        581,087    (1,751,626)   (1,170,539)      (17,118)     1,187,657 
 Dividends 
  paid to non 
  -controlling 
  interests               -             -              -              -             -     (128,252)     (128,252) 
 
 Balance at 
  31 December 
  2010            1,000,000   121,900,310   (2, 876,569)   (26,548,471)    93,475,270     6,844,191   100,319,461 
 
 Net profit for 
  the period              -             -              -      3,469,459     3,469,459   (4,289,199)     (819,740) 
 Other 
  comprehensive 
  income                  -             -      1,357,286              -     1,357,286             -     1,357,286 
                 ----------  ------------  -------------  -------------  ------------  ------------  ------------ 
 Total 
  comprehensive 
  income                  -             -      1,357,286      3,469,459     4,826,745   (4,289,199)       537,546 
 Acquisition 
  of additional 
  interest in 
  subsidiaries            -             -              -              -             -    68,396,929    68,396,929 
 Disposal of 
  interests in 
  subsidiaries 
  to non 
  -controlling 
  interests               -             -    (3,920,589)    (2,115,302)   (6,035,891)             -   (6,035,891) 
 Dividends paid 
  to 
  minorities              -             -              -              -             -     (174,121)     (174,121) 
                 ----------  ------------  -------------  -------------  ------------  ------------  ------------ 
 
 Balance at 
  30 June 2011    1,000,000   121,900,310    (5,439,872)   (25,194,314)    92,266,124    70,777,800   163,043,924 
                 ==========  ============  =============  =============  ============  ============  ============ 
 

Share premium is stated net of share issue costs.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2011

 
                                        30-Jun-11     30-Jun-10      31-Dec-10 
                                              EUR           EUR            EUR 
 Cash flows from operating 
 activities 
 Net profit before tax                  (211,740)     8,217,268      6,156,088 
 Adjustments for: 
 Depreciation and amortisation            695,145       469,928        210,991 
 Impairment                                     -             -      2,738,000 
 Gain on financial assets at fair 
  value through profit or loss          7,184,542   (9,612,548)   (11,954,421) 
 Profit on sale of financial asset              -             -         50,670 
 Gain on acquisition of subsidiary   (16,112,647)             -              - 
 (Gain)/ loss on foreign exchange       3,405,193     (212,286)        268,314 
 Reversal of impairment loss of 
  fixed assets                                  -     (795,642)              - 
 Share of profit of associates           (17,732)             -              - 
 Interest income                        (372,132)      (22,422)       (18,237) 
 Interest expense                       1,233,519             -              - 
 Dividend income                         (30,123)       (4,041)        (4,082) 
                                    -------------  ------------  ------------- 
 Net cash outflow before changes 
  in working capital                  (4,225,975)   (1,959,743)    (2,552,677) 
 Increase in trade and other 
  receivables                           2,939,555     (174,633)    (5,382,625) 
 Increase/ (decrease) in trade and 
  other payables                      (1,602,731)       627,302      1,140,946 
 (Increase)/ decrease in 
  inventories                           2,521,181     (217,619)      (154,000) 
 Decrease in provision                   (40,698)             -              - 
 Interest received                         19,038        22,763         18,957 
 Dividend received                          4,389        48,553         52,466 
 Payments for purchase of 
  financial assets                              -   (2,886,235)      (229,995) 
 Net proceeds from sale of 
  financial assets                              -     3,509,930      5,467,342 
                                    -------------  ------------  ------------- 
 Net cash (used in)/ generated by 
  operating activities                  (385,241)   (1,029,682)    (1,639,586) 
 Income tax paid                         (58,227)             -      (107,439) 
 Cash flows from investing 
 activities 
 Cash acquired on acquisition of 
  subsidiary                           15,307,490             -              - 
 Sale of property, plant and 
  equipment                                     -             -        167,741 
 Purchase of property, plant and 
  equipment                                     -      (82,779)    (1,086,963) 
 Purchase of financial assets           (427,907)   (1,559,883)    (8,671,500) 
 Sale of financial assets               1,494,644             -      3,764,880 
                                    -------------  ------------  ------------- 
                                       15,930,759   (2,672,344)    (7,572,867) 
 Cash flows from financing 
 activities 
 Dividends paid to minorities           (174,123)      (46,757)      (175,009) 
 Proceeds from loan                     3,951,536     2,019,874      4,527,329 
 Payments of loan                     (4,183,038)     (638,146)      (984,369) 
                                    -------------  ------------  ------------- 
 
 Decrease in cash and cash 
  equivalents                          15,525,134   (1,337,373)    (4,204,916) 
 
 Cash at beginning of period/ year        812,543     5,017,461      5,017,459 
 Cash at end of period/ year           16,337,677     3,680,088        812,543 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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