TIDMTREE
RNS Number : 7668Z
Cambium Global Timberland Limited
27 January 2022
27 January 2022
Cambium Global Timberland Limited
(the "Company")
Net Asset Value, Interim Results
Net Asset Value
The Company announces that the Net Asset Value per share as at
31 October 2021 is 9.1p.
Interim Results
The Company announces that the Interim Report and Unaudited
Condensed Consolidated Interim Financial Statements (the "Interim
Report") for the six months ended 31 October 2021 are available and
set out in full below.
An electronic copy of the Interim Report is also available on
the Company's website at www.cambium.je .
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Following the
publication of this announcement, this inside information is now
considered to be in the public domain.
For further enquiries please contact:
Chairman
Tony Gardner-Hillman
01534 486980
Broker and Nominated Adviser
WH Ireland Limited
James Joyce
020 7220 1698
Administrator and Company Secretary
Sanne Fund Services (Jersey) Limited
01534 835835
Cambium Global Timberland Limited
Interim Report and Unaudited Condensed Consolidated Interim
Financial Statements
for the six months ended 31 October 2021
Chairman's statement
Assets and values
The Company's Net Asset Value per share ("NAVPS") as of 31
October 2021 is 9.1p, compared with 9.9p as at 30 April 2021, a
decrease of 8.6% in the period.
The change in NAVPS comprised currency movements -4.8% and net
expenditure on costs -3.8% .
As announced on 20 May 2021, the Company completed its exit from
interests in property-related assets by selling its interest in the
Lizarda property, leaving the Company with the receivables to
become payable under the announced land sales contracts, wood sale
receivables from the Forquilha wood sale contract previously
announced, and its cash balances at bank. The Company retains legal
title to the land assets until receipt in each case of final
payments for the land sale. The Board continues to consider timing
for the contemplated winding up of the Company and in the meantime,
not having yet taken steps to instigate that winding up, presents
these interim financial statements on a going concern basis. The
Board will re-visit this judgment when it completes its review into
the appropriate method, based on considerations including cost
effectiveness and timing of proposals, to wind up. Winding up is of
course the only remaining substantive step for the Company and will
enable distribution of the final net cash balance to shareholders
as a return of capital.
As at the period end the Company and its subsidiaries had cash
reserves of GBP3.4 million.
Costs
New expenditure on properties has of course been ended by land
sales.
Administrative expenses are down 4% on the corresponding prior
period (note 4).
Forestry expenses (note 5) show the anticipated fall against the
prior period as the result of the asset disposals, down 95%.
The net result, allowing for the impact of currency
fluctuations, is that total costs, including finance costs, for the
period in Sterling terms amounted to GBP0.35 million, as compared
with GBP0.64 million for the same period last year.
Conclusions
I have been frustrated by the inability over the period to find
means, via a reverse transaction, of extracting additional value
for shareholders from the AIM listing and corporate structure. I
attribute that inability to the counter-parties' perception of the
"Brazil risk". Those endeavours have now concluded I now look
forward to delivering to shareholders the conclusion to this
journey .
Antony R Gardner-Hillman
Chairman
26 January 2022
Unaudited condensed consolidated interim statement of
comprehensive income
For the six months ended 31 October 2021
For the For the
six six
months months
ended ended
31 October 31 October
2021 2020
Unaudited Unaudited
Continuing operations Notes GBP GBP
----------------------------------------------------- ------ ------------- -------------
Finance costs (1,258) (58,610)
Net foreign exchange loss - (278)
----------------------------------------------------- ------ ------------- -------------
Net finance costs (1,258) (58,888)
----------------------------------------------------- ------ ------------- -------------
Administrative expenses 4 (197,651) (239,703)
Loss for the period from continuing operations (198,909) (298,591)
----------------------------------------------------- ------ ------------- -------------
Discontinued operations
----------------------------------------------------- ------ ------------- -------------
Revaluation of receivables from disposals
of assets held for sale 10 79,521 -
Costs arising on settlement of sales receivables 10 (78,477) -
----------------------------------------------------- ------ ------------- -------------
1,044 -
Administrative expenses 4 (134,283) (105,411)
Forestry management expenses - (1,068)
Forestry operating expenses 5 (11,880) (225,990)
(146,163) (332,469)
---------------------------------------------------------------------------- -------------
Operating loss from discontinued operations (145,119) (332,469)
----------------------------------------------------- --------------------- -------------
Finance costs (8,951) (6,844)
Net foreign exchange gain/(loss) 2,950 (63,567)
----------------------------------------------------- --------------------- -------------
Net finance costs (6,001) (70,411)
----------------------------------------------------- --------------------- -------------
Loss before taxation from discontinued operations (151,120) (402,880)
Taxation charge 6 - -
----------------------------------------------------- ------ ------------- -------------
Loss for the period from discontinued operations (151,120) (402,880)
----------------------------------------------------- --------------------- -------------
Loss for the period (350,029) (701,471)
----------------------------------------------------- --------------------- -------------
Other comprehensive loss
Items that are or may be reclassified to profit or loss, net of tax
Foreign exchange loss on translation of discontinued
foreign operations 12 (281,352) (505,712)
Other comprehensive loss for the period (281,352) (505,712)
----------------------------------------------------- ------ ------------- -------------
Total comprehensive loss for the period (631,381) (1,207,183)
------------------------------------------------------------- ------------- -------------
Basic and diluted loss per share 7 (0.47) pence (0.95) pence
----------------------------------------------------- ------ ------------- -------------
Basic and diluted loss per share from continuing 7 (0.27) pence (0.40) pence
operations
----------------------------------------------------- ------ ------------- -------------
Basic and diluted loss per share from discontinued 7 (0.20) pence (0.55) pence
operations
----------------------------------------------------- ------ ------------- -------------
All losses from continuing and discontinued operations are
attributable to the equity holders of the parent Company. There are
no minority interests.
The notes below form an integral part of these unaudited
condensed consolidated interim financial statements.
Unaudited condensed consolidated interim statement of financial
position
At 31 October 2021
31 October 30 April
2021 2021
Unaudited Audited
Notes GBP GBP
Non-current assets
Trade and other receivables 11 771,768 942,487
Current assets
Assets held for sale 10 822,028 980,744
Trade and other receivables 11 1,795,805 2,879,821
Cash and cash equivalents 3,413,474 2,721,997
-------------------------------- ------------------------- ------ ------------- -------------
Total current assets 6,031,307 6,582,562
-------------------------------- ------------------------- ------ ------------- -------------
Total assets 6,803,075 7,525,049
-------------------------------- ------------------------- ------ ------------- -------------
Current liabilities
Liabilities held for
sale 10 62,585 160,443
Trade and other payables 46,101 38,836
Total liabilities 108,686 199,279
-------------------------------- ------------------------- ------ ------------- -------------
Net assets 6,694,389 7,325,770
-------------------------------- ------------------------- ------ ------------- -------------
Equity
Stated capital 13 2,000,000 2,000,000
Distributable reserve 14 82,603,312 82,603,312
Translation reserve 12,14 (1,781,601) (1,500,249)
Retained loss (76,127,322) (75,777,293)
-------------------------------- ------------------------- ------ ------------- -------------
Total equity 6,694,389 7,325,770
-------------------------------- ------------------------- ------ ------------- -------------
Net asset value per 8 9.1 pence 9.9 pence
share
-------------------------------- ------------------------- ------ ------------- -------------
These unaudited condensed consolidated interim financial
statements were approved and authorised for issue on 26 January
2022 by the Board of Directors.
Antony R Gardner-Hillman Mark Rawlins
Chairman Director
The notes below form an integral part of these unaudited
condensed consolidated interim financial statements.
Unaudited condensed consolidated interim statement of changes in
equity
For the six months ended 31 October 2021
Share Distributable Translation Retained
Unaudited Capital reserve reserve loss Total
GBP GBP GBP GBP GBP
For the six months ended
31 October 2021
------------------------------------------------ -------------- ------------ ------------- ----------
At 30 April 2021 2,000,000 82,603,312 (1,500,249) (75,777,293) 7,325,770
Total comprehensive loss
for the period
Loss for the period - - - (350,029) (350,029)
Other comprehensive loss
Foreign exchange loss
on translation of discontinued
foreign operations (note
12) - - (281,352) - (281,352)
------------------------------------ ---------- -------------- ------------ ------------- ----------
Total comprehensive loss - - (281,352) (350,029) (631,381)
------------------------------------ ---------- -------------- ------------ ------------- ----------
At 31 October 2021 2,000,000 82,603,312 (1,781,601) (76,127,322) 6,694,389
------------------------------------ ---------- -------------- ------------ ------------- ----------
Share Distributable Translation Retained
Unaudited Capital reserve reserve loss Total
GBP GBP GBP GBP GBP
For the six months ended
31 October 2020
------------------------------------------------ -------------- ------------ ------------- ------------
At 30 April 2020 2,000,000 82,603,312 (437,729) (76,461,897) 7,703,686
Total comprehensive loss
for the period
Loss for the period - - - (701,471) (701,471)
Other comprehensive loss
Foreign exchange loss
on translation of discontinued
foreign operations (note
12) - - (505,712) - (505,712)
------------------------------------ ---------- -------------- ------------ ------------- ------------
Total comprehensive loss - - (505,712) (701,471) (1,207,183)
------------------------------------ ---------- -------------- ------------ ------------- ------------
At 31 October 2020 2,000,000 82,603,312 (943,441) (77,163,368) 6,496,503
------------------------------------ ---------- -------------- ------------ ------------- ------------
The notes below form an integral part of these unaudited
condensed consolidated interim financial statements.
Unaudited condensed consolidated interim statement of cash
flows
For the six months ended 31 October 2021
For the six
For the six months ended
months ended 31 October
31 October 2021 2020
Unaudited Unaudited
Note GBP GBP
------------------------------------------------------ ------- ----------------- ---------------
Cash flows from operating activities
Loss for the period (350,029) (701,471)
Adjustments for:
Revaluation of receivables from disposals
of assets held for sale 10 (79,521) -
Costs arising on settlement of sales receivables 10 78,477 -
Net finance costs, excluding foreign exchange
movements -
continuing operations 1,258 58,610
Net finance costs, excluding foreign exchange
movements - discontinued operations 8,951 6,844
(Increase)/decrease in trade and other
receivables (excluding receivables reclassified
from assets held for sale) (18,491) 14,085
Decrease in trade and other payables (90,593) (11,178)
------------------------------------------------- ---------------------------- ---------------
(499,948) (633,110)
Tax paid - -
------------------------------------------------------------- ------------------- ---------------
Net cash used in operating activities (499,948) (633,110)
------------------------------------------------------------- ------------------- ---------------
Cash flows from investing activities - discontinued operations
Net proceeds from sale of assets held for
sale 10 128,816 1,106,244
Net proceeds from deferred settlement of 982,399 -
sales debtors
Net cash from investing activities 10 1,111,215 1,106,244
---------------------------------------------------- ------- ------------------- ---------------
Cash flows from financing activities
Net finance costs, excluding foreign exchange
movements (10,209) (8,434)
Net cash used in financing activities (10,209) (8,434)
---------------------------------------------------- ---------------------------- ---------------
Net increase in cash and cash equivalents 651,058 464,700
Foreign exchange movements 40,419 (77,036)
Balance at the beginning of the period 2,721,997 625,612
---------------------------------------------------- ---------------------------- ---------------
Balance at the end of the period 3,413,474 1,013,276
---------------------------------------------------- --------- ----------------- ---------------
The notes below form an integral part of these unaudited
condensed consolidated interim financial statements.
Notes to the unaudited condensed consolidated interim financial
statements
For the six months ended 31 October 2021
1. General information
The Company and its subsidiaries (together the "Group"), are
nearing the end of a process of realising a portfolio of forestry
based properties managed on an environmentally and socially
sustainable basis. The Group has disposed of its forestry assets
and as at the period end date the Group's remaining
forestry-related assets, comprising plantations awaiting harvesting
and receivables related to such sales, are all located in
Brazil.
The Company is a closed-ended company with limited liability,
incorporated in Jersey, Channel Islands on 19 January 2007. The
address of its registered office is Charter Place, 23-27 Seaton
Place, St Helier, Jersey JE1 1JY.
These unaudited condensed consolidated interim financial
statements (the "interim financial statements") were approved and
authorised for issue on 26 January 2022 and signed by Antony
Gardner-Hillman and Mark Rawlins on behalf of the Board.
The Company is listed on AIM, a market of the London Stock
Exchange.
2. Basis of preparation
The interim financial statements for the six months ended 31
October 2021 have been prepared in accordance with International
Accounting Standard ("IAS") 34 "Interim Financial Reporting" and
with applicable legal and regulatory requirements of the Companies
(Jersey) Law 1991. They do not include all of the information
required for full annual financial statements. The interim
financial statements should be read in conjunction with the Group's
annual report and financial statements for the year ended 30 April
2021, which were prepared in accordance with International
Financial Reporting Standards ("IFRS") issued and adopted by the
International Accounting Standards Board ("IASB"). The comparative
numbers used for the unaudited condensed consolidated interim
statement of comprehensive income, unaudited condensed consolidated
interim statement of changes in equity and unaudited condensed
consolidated interim statement of cash flows are those of the six
month period ended 31 October 2020, in accordance with IAS 34. The
comparatives used in the unaudited condensed consolidated statement
of financial position are those of the previous financial year to
30 April 2021.
The accounting policies applied by the Group in these interim
financial statements are the same as those applied by the Group in
its financial statements for the year ended 30 April 2021.
The interim financial statements have been presented in
Sterling, which is also the functional currency of the Company, and
under the historical cost convention, except for plantations,
assets and liabilities held for sale and certain financial
instruments, which are carried at fair value less cost to sell.
The preparation of financial statements in accordance with IFRS
requires Directors to make estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and liabilities,
and the disclosure of contingent liabilities at the date of the
financial statements. It also requires management to exercise its
judgement in the process of applying accounting policies. The main
area of the financial statements where significant estimates are
made by the Directors is in determining the valuation and fair
value of the assets held for sale and contractual receivables for
the sale of land and plantations.
In preparing the interim financial statements, the significant
judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty are the same
as those that applied to the financial statements for the year
ended 30 April 2021.
Going concern and assets and liabilities held for sale
On 30 November 2012, the Directors announced the outcome of the
strategic review initiated in June 2012. The Directors proposed and
recommended a change of investment policy with a view to
implementing an orderly realisation of the Group's investments in a
manner which maximises value for shareholders, and to returning
surplus cash to shareholders over time through ad hoc returns of
capital. This proposal was approved by shareholders at an
Extraordinary General Meeting ("EGM") on 22 February 2013.
Since the EGM, the portfolio has been reviewed by the Directors
with a view to an orderly sale of the assets in such a manner as to
enable their inherent value to be realised. During the prior year,
the Directors have completed sale transactions for the Group's
remaining forestry assets. As a result, at 31 October 2021, the
portfolio of assets is classified as held for sale (and its
transactions for the period as discontinued operations) under IFRS
5 'Non-current Assets Held for Sale and Discontinued Operations',
as disclosed in note 10.
As at the date of approval of these financial statements, the
Directors have not yet taken steps to instigate a winding-up of the
Company, a course of action that would require the approval of
shareholders. As a result, as at 31 October 2021, the assets and
liabilities of the Company pertaining to the Jersey operations have
not been classified as held for sale and its Jersey operations
continue to be treated as continuing.
The COVID-19 pandemic has resulted in adverse impact to
businesses globally and has contributed to the volatility of many
businesses and communities throughout the world. The impact of the
global spread of COVID-19 continues to evolve and will require
continued assessment as the pandemic follows its course. The extent
of the impact on the Group's investments and ultimately to the
Group will depend on future developments, including the duration of
the outbreak and the extent of the impact of the pandemic on the
Brazilian economy, in particular on the counterparties to the
Group's agreements for the sale of the Agua Santa, Ribeirao do Gado
and Forquilha properties. The virus is widespread in Brazil, and is
likely to continue to be so for some time, however there is
evidence that Brazilian rural activities continue largely
unaffected. These agreements are underpinned by the competitive
Brazilian exchange rate and continued demand for wood, paper and
agricultural products on a worldwide basis. The Group continues to
monitor the ability of service providers to continue to function
with employees working from home. In the opinion of the Board,
there are, for the time being, no signs that contracts entered into
will not run their course. The Board will nevertheless continue to
monitor the situation and take appropriate mitigating actions as
necessary.
Going concern and assets and liabilities held for sale
(continued)
The Directors have reviewed the Group's cash flow forecasts,
which cover the period to 28 February 2023 and consider that the
Group has sufficient resources available to pay its liabilities as
they fall due. On the basis of the above, the Directors believe it
is appropriate to prepare the financial statements on a going
concern basis.
New accounting standards effective and adopted
There have been no new accounting standards, interpretations or
amendments to existing standards issued and effective for the
period that have had a material impact upon the Company.
Amended accounting standards applicable to future reporting
periods
-- IAS 1 (amended), "Presentation of Financial Statements"
(amendments regarding the classification of liabilities, effective
for periods commencing on or after 1 January 2023).
In addition, the IASB has completed the following project:
-- 'Annual Improvements to IFRS Standards 2018-2020', published
in May 2020. This project has amended certain existing standards
effective for accounting periods commencing on or after 1 January
2022.
The Directors do not anticipate that the adoption of these
amended standards in future periods will have a material impact on
the financial statements of the Company.
Exchange rates
The following exchange rates have been applied in these interim
financial statements to translate foreign currency balances to
Sterling:
31 October 31 October 30 April 31 October
2021 2021 2021 2020
closing rate average rate closing rate average rate
---------------------- ------------- ------------- ------------- -------------
Brazilian Real 7.7160 7.2872 7.5115 6.9285
United States Dollar 1.3682 1.3854 1.3822 1.2758
---------------------- ------------- ------------- ------------- -------------
3. Operating segments
The Board of Directors is charged with setting the Company's
investment strategy in accordance with the Prospectus. The Board of
Directors, as the Chief Operating Decision Maker ("CODM"), had,
until 16 October 2014, delegated the day to day implementation of
this strategy to its Investment Manager and, with effect from 16
October 2014, to its Operations Manager, but retains responsibility
to ensure that adequate resources of the Company are directed in
accordance with its decisions. The investment decisions of the
Operations Manager have been and are reviewed on a regular basis to
ensure compliance with the policies and legal responsibilities of
the Board.
Whilst the Operations Manager may manage operations on a
day-to-day basis, any changes to the investment strategy, major
allocation decisions or any asset dispositions or material timber
contracts have to be approved by the Board, even though they may be
proposed by the Operations Manager. The Board therefore retains
full responsibility as to the major decisions made on an ongoing
basis.
As at 31 October 2021, the Group operates in two geographical
locations, which the CODM has identified as one non-operating
segment, Jersey, and one operating segment, Brazil. Timberlands are
located in Brazil. The Brazil segment is classified as a
discontinued operation (see note 10).
The accounting policies of each segment are the same as the
accounting policies of the Group, therefore no reconciliation has
been performed.
Jersey Brazil Total
31 October 2021 (unaudited) GBP GBP GBP
------------------------------------- ---------- ---------- ----------
Assets and disposal group held for
sale (note 10) - 822,028 822,028
Other assets 3,312,996 2,668,051 5,981,047
-------------------------------------- ---------- ---------- ----------
Total assets 3,312,996 3,490,079 6,803,075
-------------------------------------- ---------- ---------- ----------
Total liabilities 46,101 62,585 108,686
-------------------------------------- ---------- ---------- ----------
Jersey Brazil Total
30 April 2021 (audited) GBP GBP GBP
------------------------------------- ---------- ---------- ----------
Assets and disposal group held for
sale (note 10) - 980,744 980,744
Other assets 2,198,103 4,346,202 6,544,305
-------------------------------------- ---------- ---------- ----------
Total assets 2,198,103 5,326,946 7,525,049
-------------------------------------- ---------- ---------- ----------
Total liabilities 38,836 160,443 199,279
-------------------------------------- ---------- ---------- ----------
Jersey Brazil Total
31 October 2021 (unaudited) GBP GBP GBP
---------------------------------------- -------- ------- -------
Segment revenue - - -
---------------------------------------- -------- ------- -------
Segment gross profit - - -
---------------------------------------- -------- ------- -------
Gain/(loss) on disposal of assets held - - -
for sale
---------------------------------------- -------- ------- -------
Forestry management expenses - - -
---------------------------------------- -------- ------- -------
Forestry operating expenses - 11,880 11,880
----------------------------------------- ------- ------- -------
Jersey Brazil Total
31 October 2020 (unaudited) GBP GBP GBP
---------------------------------------- -------- -------- --------
Segment revenue - - -
---------------------------------------- -------- -------- --------
Segment gross profit - - -
---------------------------------------- -------- -------- --------
Gain/(loss) on disposal of assets held - - -
for sale
---------------------------------------- -------- -------- --------
Forestry management expenses - 1,068 1,068
----------------------------------------- ------- -------- --------
Other operating forestry expenses - 225,990 225,990
----------------------------------------- ------- -------- --------
As at 31 October 2021 the Group owned no land (30 April 2021: no
land).
There was no revenue in the periods ended 31 October 2021 or 31
October 2020. Sales of wood are classified as asset disposals
rather than revenue (see notes 10 and 11).
The net cash proceeds from realisations of assets will be
applied to the payments of tax or other liabilities as the Board
thinks fit prior to making payments to shareholders.
4. Administrative expenses
For the
six months
For the six ended
months ended 31 October
31 October 2021 2020
Unaudited Unaudited
GBP GBP
---------------------------------------------------------------- ------------
Continuing operations
Operations Manager's fees (note 16) 12,000 53,000
Directors' fees (note 16) 49,000 49,000
Auditor's fees 16,775 23,975
Professional & other fees 119,876 113,728
197,651 239,703
Discontinued operations
Professional & other fees 123,001 93,201
Administration of subsidiaries 11,282 12,210
------------------------------------------------------ -------- ------------
134,283 105,411
Total administration expenses 331,934 345,114
------------------------------------------------------ -------- ------------
Administration of subsidiaries includes statutory fees,
accounting fees and administrative expenses in regard to the asset
holding subsidiaries.
5. Forestry operating expenses
For the
six months
For the six ended
months ended 31 October
31 October 2021 2020
Unaudited Unaudited
GBP GBP
------------------------------------------------------------------ ------------
Property management fees, forest protection and other
expenses 11,880 225,990
------------------------------------------------------- --------- ------------
6. Taxation
Taxation on profit on ordinary activities
Entities within the Group made no taxable profits during the
period and there was no tax charge for the period. A reconciliation
of the Group's pre-tax loss to the tax charge is shown below.
For the
six months
For the six ended
months ended 31 October
31 October 2021 2020
Unaudited Unaudited
GBP GBP
--------------------------------------------------------------------- ------------
Tax charge reconciliation
Loss for the period from continuing operations before
taxation (198,909) (298,591)
Loss for the period from discontinued operations before
taxation (151,120) (402,880)
--------------------------------------------------------- ---------- ------------
Total loss for the period before taxation (350,029) (701,471)
--------------------------------------------------------- ---------- ------------
Tax credit using the average of the tax rates in the
jurisdictions in which the Group operates (50,930) (112,697)
Effects of:
Operating losses for which no deferred tax asset is
recognised 50,930 112,697
Capital losses for which no deferred tax asset is - -
recognised
Tax charge for the period - -
--------------------------------------------------------- ---------- ------------
The average tax rate is a blended rate calculated using the
weighted average applicable tax rates of the jurisdictions in which
the Group operates. The average of the tax rates in the
jurisdictions in which the Group operates in the period was 14.55%
(31 October 2020: 16.07%). The effective tax rate in the period was
0% (31 October 2020: 0%).
At the period end date, the Group has unused operational and
capital tax losses. No deferred tax asset has been recognised in
respect of these losses due to the unpredictability of future
taxable profits and capital gains available against which they can
be utilised. Tax losses arising in Brazil can be carried forward
indefinitely.
Operational tax losses for which deferred tax assets have not
been recognised in the consolidated financial statements
For the
For the six year ended
months ended 30 April
31 October 2021 2021
Unaudited Audited
GBP GBP
--------------------------------------------------------------- ------------
Balance at beginning of the period/year 3,723,518 5,257,887
Current period/year operating losses for which no
deferred tax asset is recognised 150,986 159,605
Brought forward operating losses utilised - (1,435,986)
Exchange rate movements (67,256) (257,988)
--------------------------------------------------- ---------- ------------
Balance at the end of the period/year 3,807,248 3,723,518
--------------------------------------------------- ---------- ------------
Accumulated operating losses at 31 October 2021 and 30 April
2021 in the table above relate entirely to discontinued operations
The value of deferred tax assets not recognised in regard to
operational losses amounted to GBP822,484 (30 April 2021:
GBP795,467), all of which related to discontinued operations.
Accumulated operating losses relating to continuing operations
at the period end amounted to GBP29,543,552 (30 April 2021:
GBP29,344,643). No deferred tax assets arose in respect of these
losses.
At the period end the Group had accumulated capital losses of
GBP2,649,494 (30 April 2021: GBP3,970,927). The accumulated capital
losses at 31 October 2021 and 30 April 2021 related entirely to
discontinued operations. The value of deferred tax assets not
recognised in respect of these capital tax losses amounted to
GBP900,828 (30 April 2021: GBP1,350,115), all of which related to
discontinued operations.
Deferred taxation
As at 31 October 2021 and 30 April 2021 the Group had no
recognised deferred tax liabilities or deferred tax assets. The
Group believes that it has sufficient deductible tax losses
available to be offset against future realised profits, however the
materiality of any such related tax exposure remains uncertain.
7. Basic and diluted loss per share
The calculation of the basic and diluted loss per share in total
and for continuing and discontinued operations is based on the
following loss attributable to shareholders and weighted average
number of shares outstanding.
For the
six months
For the six ended
months ended 31 October
31 October 2021 2020
Unaudited Unaudited
GBP GBP
------------------------------------------------------------------------ ------------
Loss for the purposes of basic and diluted earnings
per share being net loss for the period (350,029) (701,471)
------------------------------------------------------------ ---------- ------------
Loss for the purposes of basic and diluted earnings
per share being net loss for the period from continuing
operations (198,909) (298,591)
------------------------------------------------------------ ---------- ------------
Loss for the purposes of basic and diluted earnings
per share being net loss for the period from discontinued
operations (151,120) (402,880)
------------------------------------------------------------ ---------- ------------
31 October 2021 31 October
Unaudited 2020
Weighted average number of shares Unaudited
-------------------------------------- ------------------------------------- -------------
Issued shares brought forward (note 13) 73,728,284 73,728,284
Issued shares carried forward (note 13) 73,728,284 73,728,284
Weighted average number of shares in issue during the
period 73,728,284 73,728,284
---------------------------------------------------------------- ----------- -------------
Basic and diluted loss per share (0.47) (0.95) pence
pence
---------------------------------------------------------------- ----------- -------------
Basic and diluted loss per share from continuing operations (0.27) (0.40) pence
pence
---------------------------------------------------------------- ----------- -------------
Basic and diluted loss per share from discontinued (0.20) (0.55) pence
operations pence
---------------------------------------------------------------- ----------- -------------
8. Net asset value
31 October 30 April
2021 2021
Unaudited Audited
Total assets 6,803,075 7,525,049
Total liabilities (108,686) (199,279)
-------------------------------------- ----------- -----------
Net asset value 6,694,389 7,325,770
-------------------------------------- ----------- -----------
Number of shares in issue (note 13) 73,728,284 73,728,284
-------------------------------------- ----------- -----------
Net asset value per share 9.1 pence 9.9 pence
-------------------------------------- ----------- -----------
9. Plantations
During the prior year, the Group disposed of the majority of its
forestry assets. The only remaining forestry asset is the
unharvested plantations at the Forquilha property. These remaining
plantations and a small quantity of financial assets are classified
as a disposal group and assets held for sale (see note 10).
The assets held for sale are carried at their estimated fair
values less costs to sell as at 31 October 2021, as determined by
the Directors, with reference to the views of the Operations
Manager, taking principally into consideration the estimated
proceeds from the contract for sale of the Forquilha
plantations.
The fair value measurements of plantations have been categorised
as Level 3 fair values based on the unobservable nature of
significant inputs to the valuation techniques used.
In forming their conclusions of the fair value of the investment
property and plantations, the Directors have considered the
following factors:
Property Fair value Valuation Significant unobservable Inter-relationship
technique inputs between key unobservable
inputs and fair
value measurement
31 30
October April
2021 2021
GBPm GBPm
-------- ------
Minas 0.7 0.9 31 October * Market log prices per m(3) , being standing prices The estimated
Gerais 2021 with the buyer absorbing all the costs of harvesting fair value would
-Forquilha and and haulage, subject to a minimum of BRL 46 per m(3) increase/(decrease)
30 April : BRL 60 if:
2021 * market log prices were higher/(lower)
In
accordance * Discount rate: 5%
with * the discount rate were lower/(higher)
completed
sale * Estimated costs to sell: 5%
agreement, * estimated costs to sell were lower/(higher)
discounted
to
adjust for
partially
deferred
settlement
-------- ------ ------------ ------------------------------------------------------------ ---------------------------------------------------
Total 0.7 0.9
-------- ------ ------------ ------------------------------------------------------------ ---------------------------------------------------
Plantations - Forquilha
During the prior year, the Group completed a contract to sell
the Forquilha plantations for a minimum amount of GBP0.8 million
(BRL 6.4 million), with a possible uplift subject to market prices
of wood at the time of harvesting. During the period, the Group
disposed of plantations with a value of GBP0.1 million (BRL 1.0
million) (during the year ended 30 April 2021: GBP0.1 million (BRL
0.7 million)), and the Board has determined that the remaining
plantations should be valued in accordance with this contract,
based on the market price of wood at the reporting date, less a
discount for deferred settlement. Accordingly, the Forquilha
plantations are valued in these financial statements at GBP0.7
million (BRL 6.0 million) (30 April 2021: GBP0.9 million (BRL 7.0
million)) before estimated selling costs of GBP0.04 million (30
April 2021: GBP0.05 million).
10. Disposal group and assets held for sale and discontinued
operations
During the period, the Group continued its disposal plan for the
remaining assets in Brazil.
The Group's Brazil segment is presented as a disposal group held
for sale.
The Brazil disposal group comprises the following assets and
liabilities held for sale:
Assets Liabilities 30 April
held for held for 31 October 2021
sale sale 2021 Unaudited Audited
GBP GBP GBP GBP
----------------------------- ---------- ------------ ---------------- ----------
Plantations 734,820 - 734,820 888,621
Trade and other receivables 87,208 - 87,208 92,123
Trade and other payables - (62,585) (62,585) (160,443)
822,028 (62,585) 759,443 820,301
----------------------------- ---------- ------------ ---------------- ----------
A loss of GBP281,352 (31 October 2020: loss of GBP504,912)
related to the Brazil disposal group, representing foreign exchange
translation of discontinued operations, is included in other
comprehensive income (see note 12).
Total assets held for sale in the statement of financial
position are as follows:
31 October 2021 30 April
Unaudited 2021
Audited
GBP GBP
---------------------------------------------------------------- ------------
Balance brought forward 980,744 5,608,306
Decrease in trade and other receivables (4,915) (24,492)
Net proceeds received from disposals of assets held
for sale (128,816) (5,166,539)
Gain on disposal of assets held for sale - 1,192,547
Increase in the fair value of disposal group and
assets held for sale - 412,204
Foreign exchange effect (24,985) (1,041,282)
---------------------------------------------------- ---------- ------------
822,028 980,744
---------------------------------------------------------------- ------------
The assets held for sale were all located in Brazil.
The fair value measurement of GBP759,443 has been categorised as
a Level 3 fair value based on the appraised fair values of the
plantations less costs to sell. These assets were measured using
the methods outlined in note 9. The fair value of other assets and
liabilities within the disposal group is not significantly
different from their carrying amounts.
Net cash flows attributable to the discontinued operations were
as follows:
For the six For the
months ended six months
31 October ended
2021 31 October
Unaudited 2020
Unaudited
GBP GBP
----------------------------------------------------------------------------- ------------
Operating activities
Loss for the period before taxation (151,120) (402,880)
Adjustments for:
Revaluation of receivables from disposals (79,521) -
of assets held for sale
Costs arising on settlement of sales receivables 78,477 -
Net finance costs 8,951 6,844
Decrease in trade and other receivables 4,915 14,090
(Decrease)/increase in trade and other payables (97,858) 9,975
Net cash used in operating activities (236,156) (371,971)
Net cash from investing activities (proceeds of disposal
of assets held for sale) 1,111,215 1,106,244
Net cash used in financing activities (net finance
costs) (8,934) (6,844)
Foreign exchange movements 40,419 (76,758)
Net cash inflow for the period 906,544 650,671
---------------------------------------------- ----------------------------- ------------
11. Trade and other receivables
31 October 2021 30 April
2021
GBP GBP
Non-current
Ribeirao do Gado sales proceeds receivable 71,416 222,853
Forquilha sales proceeds receivable 700,352 719,634
771,768 942,487
Current
-------------------------------------------------------- ----------
Agua Santa sales proceeds receivable 720,178 1,574,476
Ribeirao do Gado sales proceeds receivable 294,535 297,137
Forquilha sales proceeds receivable 735,370 719,634
3R Tocantins sales proceeds receivable - 266,258
Prepaid expenses 45,722 22,316
-------------------------------------------- ---------- ----------
1,795,805 2,879,821
-------------------------------------------- ---------- ----------
Total trade and other receivables 2,567,573 3,822,308
-------------------------------------------- ---------- ----------
12. Foreign exchange effect
The translation reserve movement in the period, all of which was
derived from discontinued operations, has arisen as follows:
Exchange Exchange Translation
rate at rate at reserve
31 October 30 April movement
31 October 2021 2021 2021 Unaudited
------------------------- ------------ ---------- ------------
Discontinued operations GBP
Brazilian Real 7.7160 7.5115 (281,352)
(281,352)
--------------------------------------------------- ------------
Exchange Exchange Translation
rate at rate at reserve
31 October 30 April movement
31 October 2020 2020 2020 Unaudited
Discontinued operations GBP
Brazilian Real 7.4401 6.9081 (504,912)
United States Dollar 1.2947 1.2594 (800)
------------------------- ------------ ---------- ------------
(505,712)
--------------------------------------------------- ------------
13. Stated capital
31 October 2021 30 April
Unaudited 2021
Audited
GBP GBP
----------------------------------------------------------------- ----------
Balance brought forward and carried forward 2,000,000 2,000,000
----------------------------------------------------- ---------- ----------
The total authorised share capital of the Company is 250 million
shares of no par value. On initial placement 104,350,000 shares
were issued at 100 pence each. Shares carry no automatic rights to
fixed income but the Company may declare dividends from time to
time to which shareholders are entitled. Each share is entitled to
one vote at meetings of the Company.
On 22 February 2007 a special resolution was passed by the
Company to reduce the stated capital account from GBP104,350,000 to
GBP2,000,000. Approval was sought from the Royal Court of Jersey
and was granted on 29 June 2007. The balance of GBP102,350,000 was
transferred to a distributable reserve on that date.
The Company was granted authority by shareholders on 15 August
2008 to make market purchases of its own shares, an authority which
was renewed annually, most recently on 20 September 2018. However
no such authority was sought at the Company's 2019 AGM, and on 17
December 2019, the Board resolved that no further share buybacks
would be contemplated until further notice.
During the years ended 30 April 2009 and 30 April 2012, the
Company used this authority to buy-back and cancel 2,220,000
shares.
On 27 January 2015, shareholders approved a resolution to
distribute GBP5,000,000 of cash via a tender offer of 25 pence per
share, resulting in the buy-back and cancellation of 20,000,000
shares.
No share buy-backs occurred during the period.
Movements of shares in issue
For the six For the
months ended six months
31 October 2021 ended
Unaudited 31 October
2020
Unaudited
Number Number
---------------------------------------------------------------- ------------
Brought forward and carried forward 73,728,284 73,728,284
----------- ------------
14. Reserves
The movements in the reserves for the Group are shown in the
Statement of Changes in Equity.
Translation reserve
The translation reserve contains exchange differences arising on
consolidation of the Group's foreign operations (see note 12).
Distributable reserve
In June 2007, the Company reduced its stated capital account and
a balance of GBP102,350,000 was transferred to distributable
reserves. This reserve has been utilised by the Company to purchase
its own shares (as at 30 April 2021: GBP7,237,888) and for the
payment of total cumulative dividends of GBP12,508,800, leaving a
balance at 31 October 2021 and 30 April 2021 of GBP82,603,312.
15. Net asset value reconciliation
For the year For the six
For the six ended months ended
months ended 30 April 31 October
31 October 2021 2021 2020
Unaudited Audited Unaudited
GBP GBP GBP
-------------------------------------------------------------- ------------- --------------
Net asset value brought forward 7,325,770 7,703,686 7,703,686
Foreign exchange translation differences (281,352) (1,062,520) (505,712)
Loss on disposal of assets held for sale - 1,192,547 -
Decrease in the fair value of investment - 412,204 -
property and plantations
Revaluation of receivables from disposal
of assets held for sale 79,521 319,489 -
Costs arising on settlement of sales receivables (78,477) - -
Net finance costs and exchange differences
- continuing operations (1,258) (110,912) (58,888)
Net finance costs and exchange differences
- discontinued operations (6,001) (61,527) (70,411)
Loss before above items (343,814) (1,067,197) (572,172)
Net asset value carried forward 6,694,389 7,325,770 6,496,503
-------------------------------------------------- ---------- ------------- --------------
16. Related party transactions
Parties are considered to be related if one party has the
ability to control the other party or exercise significant
influence over the other party in making financial or operational
decisions.
During the period the Directors received the following
remuneration in the form of fees from the Company:
For the six For the
months ended six months
31 October 2021 ended
Unaudited 31 October
2020
Unaudited
GBP GBP
-------------------------------- ------------
Antony Gardner-Hillman 24,000 24,000
Svante Adde 12,500 12,500
Mark Rawlins 12,500 12,500
49,000 49,000
-------------------------------- ------------
There has been no change in the remuneration of the Directors
during the period.
At the period end, Directors held the following interests in the
shares of the Company:
31 October 2021 30 April
Unaudited 2021
Audited
Number Number
------------------------------------------------------------- ---------
Svante Adde 160,840 160,840
160,840 160,840
------------------------------------------------------------- ---------
Other material contracts
Under an agreement effective from 16 October 2014, Robert
Rickman, a former Director of the Company, was engaged as
Operations Manager to the Company, with responsibility for the
management oversight and realisation of the timber assets of the
Group. With effect from 1 July 2018, Mr Rickman earned a fee of
GBP106,000 per annum. The agreement for Mr Rickman's services was
amended with effect from December 2019 so as to align his
remuneration with shareholders' interests, by a combination of
measures including deferral of part of his monthly fee until all
assets have been contracted to be realised and an outcome-related
bonus in the event realisations from assets on a
property-by-property basis exceed the published NAV figure for the
relevant property as at 30 April 2019.
Following the completion of agreements for the sale of the
Group's remaining investment properties and plantations, Mr
Rickman's fee was amended to GBP24,000 per annum with effect from 1
February 2021.
During the period, Mr Rickman earned remuneration of GBP12,000
(2020: GBP53,000) from the Company.
17. Contingent asset
Until it was settled by the Group on 21 December 2017, there
existed a security interest on the property owned by 3R Tocantins
Investimentos Florestais Ltda to cover a liability between the
previous owners and Banco da Amazonia (BASA), a financial
institution which lent money to the previous owners who used the
property as collateral. Notwithstanding the settlement of the
liability to BASA, 3R Tocantins Investimentos Florestais Ltda
retained a security interest on Lizarda, another property of the
previous owners, as cover for this potential liability. The Group
continued to explore legal options in relation to the Lizarda
security interest, and during the prior year, a settlement was
reached with the previous owners under which the Group released its
security interest on the Lizarda property in return for a
settlement of GBP0.3 million (BRL 2.0 million), an amount which was
received during the period.
18. Events after the reporting period
There were no other significant events after the period end
which, in the opinion of the Directors, require disclosure in these
interim financial statements.
Key Parties
Directors
Antony R Gardner-Hillman (Chairman)
Svante Adde
Mark Rawlins
Registered Office of the Company
IFC5
St Helier
Jersey JE1 1ST
Operations Manager
Robert Rickman
Belsyre Court
57 Woodstock Road
Oxford OX2 6HJ
Sub-Administrator
Sanne Fund Services (Guernsey) Limited (formerly Praxis Fund Services Limited)
PO Box 296
Sarnia House
St Peter Port
Guernsey GY1 4NA
Administrator and Company Secretary
Sanne Fund Services (Jersey) Limited (formerly Praxis Fund Services (Jersey) Limited)
Charter Place
23-27 Seaton Place
St Helier
Jersey JE1 1JY
Auditor
Moore Stephens Audit & Assurance (Jersey) Limited
1 Waverley Place, Union Street
St Helier
Jersey JE4 8SG
Registrar, Paying Agent and Transfer Agent
Link Market Services Limited
6(th) Floor, 65 Gresham Street
London EC2V 7NQ
Corporate Broker and Nominated Adviser for AIM
WH Ireland Limited
24 Martin Lane
London EC4R 0DR
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END
IR BIGDBGDDDGDL
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January 27, 2022 02:00 ET (07:00 GMT)
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