TIDMDKL
RNS Number : 1353V
Dekeloil Public Limited
14 April 2016
DekelOil Public Limited / Index: AIM / Epic: DKL / Sector: Food
Producers
14 April 2016
DekelOil Public Limited ('DekelOil' or 'the Company')
Final Results
DekelOil Public Limited, operator and 51% owner of the
vertically integrated Ayenouan palm oil project in Côte d'Ivoire,
is pleased to announce its final audited results for the year ended
31 December 2015. Copies of the Annual Report are available on the
Company's website www.dekeloil.com.
Highlights
-- Record full year production of 35,770 (2014: 14,242) tonnes
of crude palm oil ('CPO') and 6,221 (2014: 2,504) tonnes of kernels
at the Company's 70,000 tonnes per annum CPO extraction mill ('the
Mill')
o Represents a 151% increase on the CPO tonnages produced for
the full year of 2014
-- 134% increase in revenues to EUR23.4m (2014: EUR10m) and
EBITDA of EUR3.7 million compared to a 2014 loss of EUR0.4m
o Derived from selling 35,573 tonnes of CPO and 4,806 tonnes of
kernel (2014: 13,900 tonnes and 2,444 tonnes respectively)
-- Strengthened balance sheet via offset agreement signed with
joint venture partner, Biopalm Energy Ltd which reduces the
Company's debt position by EUR5.1m
-- Strengthened shareholder register with the introduction of new institutional investors
-- Strong progress being made to establish the Company as the
first Roundtable for Sustainable Palm Oil ('RSPO') certified, fully
functioning producer of CPO in Côte d'Ivoire
-- Multiple growth drivers for 2016:
o The Board expects that like-for-like CPO production volumes
will be higher in FY 2016 following an excellent first quarter
which saw a 56% increase in production compared to Q1 2015
o On track for a significant increase in 2016 sales via the sale
of products from a new Kernel Crushing Plant ('KCP') which
commenced operations in Q4 2015
o Post year end refinance of EUR9.15m of senior debt at 7%
interest compared to 10.5%
DekelOil Executive Director Lincoln Moore said, "2015 saw
DekelOil deliver on our promise to add significant value to our
West African palm oil operation. The strength of our revenues and
EBITDA for the year and the record Q1 2016 production figures
reported recently from our 60 t/hour extraction mill, highlight the
efficacy of our activities. Operationally, we have seen a
significant increase in feedstock we have received from
smallholders, which demonstrates DekelOil's standing as a
responsible and reliable processing company in the region. We have
also recently delivered our first full quarter of production from
our new KCP, which will play a strong role in building further
value in our business during 2016. In tandem with reinforcing our
business from an operational perspective, our debt re-financing has
strengthened our balance sheet, which will help with our objective
to implement a dividend policy in the future."
CHAIRMAN'S STATEMENT
2015 has been a year of breaking production records, achieving
major milestones and, as a result, making considerable progress
towards delivering on our objective to build DekelOil into a
leading West African palm oil producer.
Our core business activity is the production and sale of crude
palm oil ('CPO') at our vertically integrated project at Ayenouan
in Cote d'Ivoire (the 'Project'). So it is particularly pleasing
that the amount of CPO we have produced and sold during the year,
at around 35,000 tonnes, is more than twice the amount achieved
over the course of the eight months of 2014 when our 60t/hr
extraction Mill first became operational. The excellent progress is
testament to the logistics network we have put in place covering
the area around the Mill, which includes a fleet of trucks and
three collection hubs to facilitate the delivery of fruit grown by
local smallholders to the Mill. Thanks to the combination of this
network and our modern Mill, which is one of West Africa's largest
and most efficient, there is ample scope for further production
records to be set in the years ahead, starting with full year 2016
which has already delivered our best ever first quarter in terms of
production and sales.
The excellent performance on the ground has been reflected in
our full year financial results. Both revenue of EUR23.4 million
(2014: EUR10.0 million) and EBITDA of EUR3.7 million (2014: EUR0.4
million loss) increased considerably in 2015 demonstrating the
upward growth curve DekelOil is on. 2015 is also our first year of
profitability across all metrics, having reported a profit after
tax of EUR0.1 million (2014: EUR3.2 million net loss). Notably this
commendable performance has been achieved against a backdrop of a
challenging CPO pricing environment in 2015 caused by a combination
of factors including: lower crude oil prices, which have had the
effect of reducing demand for palm oil use in biodiesel production;
concerns over a slow-down in the Chinese economy, the second
largest consumer of CPO; record soya crop planting in the United
States and South America on the back of relatively high 2014 soya
pricing; and seasonally high production of CPO in South East Asia,
which typically takes place between August and November. CPO prices
have rebounded over 20% in early 2016 primarily driven by a
decrease in production in South East Asia caused by dry weather
conditions in the second half of 2015 widely attributed to the El
Nino effect, the continuation of which should enhance our 2016
results.
All the above factors are seasonal, and importantly they do not
detract from the structural growth drivers we believe will underpin
global palm oil markets for many years to come. Our long held view
remains very much intact: thanks to favourable global vegetable oil
demand and supply forecasts the outlook for CPO prices over the
medium term is highly positive. In the short term, as our full year
results demonstrate, DekelOil can still thrive in challenging
market conditions. This is due to the state of the art equipment we
have installed at Ayenouan, which generates market leading margins;
the favourable local supply and demand dynamic for CPO; as well as
the natural margin hedge between the price we pay for FFB from
smallholders and our sales price for CPO, both of which are linked
to the international palm oil price.
While increasing CPO production at the Mill towards its full
capacity is a key growth driver for DekelOil, it is by no means the
only one. The year ahead will see a full contribution made by our
recently commissioned KCP which will allow us to sell Palm Kernel
Oil and Palm Kernel Cake, both of which are additional value add
products. The KCP therefore provides an additional and enhanced
revenue stream, when compared to the revenues we previously
received through the sale of non-processed kernels. As was the case
with our Mill, the KCP, which has an installed capacity of 80t/day
and operates at 60 t/day, was built on time and on budget and
importantly ready for the peak fruit 2016 harvesting season which
typically runs from March to June. Sales of Palm Kernel Oil and
Palm Kernel Cake have already commenced from the factory-gate under
arrangements secured with local refineries and suppliers,
demonstrating the strong local demand for these products. Like the
Mill, we are also looking to process kernels sourced from outside
our own operations and discussions are underway with relevant
parties. Still in Ayenouan, we intend to increase our own planted
estates towards our target of sourcing 25% of FFB for our Mill from
our own plantations, with the remaining 75% provided by local
smallholders. We already have approximately 2,000ha of our own
plantations and we have a medium term target to increase this to
5,000ha. Clearly as we do not have to buy FFB, using company-grown
feedstock has a positive impact on margins and profitability at
Ayenouan.
Thanks to the progress made we have a modern, highly cash
generative platform in place to help fund further expansion across
the region, and there is no shortage of suitable growth
opportunities for us to pursue. We already hold a second project in
the Cote d'Ivoire in Guitry (the 'Guitry Project'), which is
located approximately 160 km west of Abidjan, and 240km west of our
Ayenouan project. Here we have an agreement in place with
landowners covering 24,000 hectares of brownfield estates in
Guitry, which are mostly old cocoa and palm oil plantations. Our
aim is to replicate the model we have successfully deployed at
Ayenouan and build a vertically integrated palm oil project at
Guitry, including a Mill, nursery and company estates.
From the outset, the foundation of our business model has been
based on working closely with local smallholders to provide them
with an additional route to market for their FFB and, in the
process, close the gap between fruit production and processing
capacity in the area. In keeping with this, we were delighted to
sign an agreement with the Projet d'Appui au Secteur de
l'Agriculture de Côte d'Ivoire project ('PSAC'), an organisation
which is 70% financed by both the World Bank and International
Finance Corporation ('IFC') and 30% by the local Inter-professional
Association of Oil-Palm Industry. PSAC is establishing a pilot zone
in DekelOil's operating region which involves improving the quality
of the roads and providing 5,000ha of land suitable for palm oil
for smallholder operations. Under the terms of the agreement, we
provided the scheme with 140,000 plants from our nursery in 2015
and we have committed a total of 420,000 plants for 2016. PSAC is
subsidising 50% of DekelOil's costs associated with preparing
nursery plants for sale to smallholders. All plants sold will be
planted in the region of Ayenouan, therefore the scheme complements
the Company's strategy to increase production of FFB for input into
our Mill and it is anticipated that these smallholders will become
new trading or more significant partners with DekelOil as they come
into FFB production in three years' time.
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In addition to our close ties with smallholders, DekelOil plays
an active role in the local community. In 2015, we funded the
renovation of the school of the village next to our Mill at
Ayenouan and also supported government initiatives including those
directed by the Minister of Health. In recent weeks, we have
embarked on a three year programme with the local village which
involves DekelOil transporting the children of Ayenouan to the
regional high school each morning and evening; funding the twice
weekly visits of a doctor to the village; the building of three new
classes to increase the school's capacity; the installation of
water pipes and a pump to fill up the village water reservoir using
the borehole at the Mill site; supporting the village football team
by providing kit and balls; and providing the village clinic with
additional space and equipment including a basic laboratory and
labour ward.
At DekelOil, we take our social and environmental
responsibilities seriously and as well as being a leading producer
of palm oil, we are also focused on ensuring DekelOil is recognised
as a sustainable and responsible producer. We are therefore working
towards gaining certification by the RSPO, which would make us the
first in Côte d'Ivoire and among the first in West Africa to be
certified. Proforest, an internationally recognised environment and
social consulting group, has been helping us with the execution of
social and environmental programmes to ensure our activities are
compatible with the standards set by the RSPO.
Financial
During the period total sales amounted to EUR23.4 million (31
December 2014: EUR10.0 million), and the Company reported a net
profit after tax of EUR0.1 million compared to a net loss of EUR3.2
million over the year to 31 December 2014 and EBITDA of EUR3.7
million (2014: EUR0.4 million loss).
In December 2015, our balance sheet was significantly
strengthened following a EUR5.1 million reduction in the Company's
debt position. This followed the signing of an offset agreement
with our joint venture partner, Biopalm Energy Ltd ('Biopalm'),
whereby a capital note totalling EUR5.1 million owed to Biopalm at
the project level was cancelled in return for DekelOil waiving
Biopalm's outstanding EUR1.1 million equity contribution to the
Project. This agreement allows Biopalm to maintain its 49% interest
in the joint venture which we view as an endorsement of the
attractive economics of our project at Ayenouan. It is worth noting
that under the terms of the cancelled loan note, interest was
payable by the Project at 10% per annum and ranked above that of
future dividends to ordinary shareholders. The removal of the loan
from the balance sheet therefore facilitates the adoption of a
dividend policy at an appropriate juncture in DekelOil's
development.
With CPO production and sales on an upwards trajectory, our
first project at Ayenouan has been significantly de-risked. It has
always been our intention that once positive EBITDA had been
established, we would further strengthen our balance sheet so that
it more fully reflects DekelOil's status as a growing palm oil
producer rather than a pure project development company.
Specifically we have been focused on refinancing our existing
senior debt facilities on improved terms, which were previously
secured when the project was very much at the development stage.
Post period end, we announced a new seven year EUR9.15 million loan
with interest payable at a rate of 7% secured with NSIA Banque Cote
D'Ivoire (the 'New Loan'). This replaces a EUR8.65 million loan
with interest payable at a rate of 10.5% secured with BIDC-EBID
(ECOWAS Bank of Investment and Development). The New Loan's lower
interest rate of 7% results in an estimated EUR270,000 reduction in
annual interest costs which drops straight to the bottom line.
Discussions are also well advanced to improve the terms of our
outstanding development loan with BOAD.
Outlook
We have said in the past that once operational our vertically
integrated palm oil project at Ayenouan could be viewed as having
annuity type characteristics thanks to its visible revenues
stretching out over an extended period of time. We believe the
years ahead will show this to be the case. Of course annuities pay
out a regular income stream and it is our intention that DekelOil
will do the same in the form of dividends to shareholders when it
is appropriate to do so. In the meantime, the refinancing of the
EUR8.65 million loan on improved terms, as well as the further
institutionalisation of our shareholder register provides third
party recognition of the excellent progress made in not only
growing revenues but also in significantly de-risking the Project.
We are confident that the momentum behind the business will
continue to build in the year ahead and beyond in terms of
increased production and sales. These will be reinvested into
further growth opportunities to expand our regional footprint in a
controlled and disciplined manner, as we look to replicate the
success we have had at Ayenouan elsewhere in the region, and in the
process deliver on our objective to build a leading West African
focused palm oil producer.
I would like to take this opportunity to thank our Board and
management team, employees, our advisers, our local stakeholders
and partners for their hard work and support over the course of the
year, and I look forward to working with them closely in 2016 as we
focus on generating significant value for all our shareholders.
Andrew Tillery
Non Executive Chairman
Date: 13 April 2016
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 December
---------------------
2015 2014
-------- ----------
Restated
(*)
-------- ----------
Note Euros in thousands
---- ---------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 411 2,092
Inventory 872 301
Accounts and other receivables 5 262 263
-------- ----------
Total current assets 1,545 2,656
-------- ----------
NON-CURRENT ASSETS:
Long-term deposits 6 - 119
Property and equipment, net 7 28,964 28,024
-------- ----------
Total non-current assets 28,964 28,143
-------- ----------
Total assets 30,509 30,799
======== ==========
(*) Restated due to adoption of amendments to IFRS - see Note
2r.
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 December
--------------------
2015 2014
------- -----------
Restated(*)
------- -----------
Note Euros in thousands
---- --------------------
EQUITY AND LIABILITIES
CURRENT LIABILITIES:
Short-term loans and current
maturities of long-term loans 10 4,930 2,182
Trade payables 768 1,440
Advance payments from customers 281 1,330
Other accounts payable and accrued
expenses 8 1,064 445
------- -----------
Total current liabilities 7,043 5,397
------- -----------
NON-CURRENT LIABILITIES:
Long-term financial lease 9 73 19
Accrued severance pay, net 40 56
Long-term loans 10 12,116 14,930
Capital notes 11 1,760 6,174
Financial liability for warrants - 318
Total non-current liabilities 13,989 21,497
------- -----------
Total liabilities 21,032 26,894
------- -----------
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY 4,436 1,757
Non-controlling interest 5,041 2,148
------- -----------
Total equity 14 9,477 3,905
Total liabilities and equity 30,509 30,799
======= ===========
(*) Restated due to adoption of amendments to IFRS - see Note
2r.
The accompanying notes are an integral part of the consolidated
financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year ended
31 December
----------------------------
2015 2014
------------- -------------
Restated(*)
------------- -------------
Euros in thousands
(except share and
Note per share amounts)
----------------------------
Revenues 15 23,436 9,973
Cost of revenues 18a (17,998) (8,453)
------------- -------------
Gross profit 5,438 1,520
General and administrative 18b (2,518) (2,573)
------------- -------------
Operating profit (loss) 2,920 (1,053)
Finance cost 18c (2,776) (2,224)
Income (loss) before taxes
on income 144 (3,277)
Taxes on income 16 (26) (8)
------------- -------------
Net income (loss) and total
comprehensive income (loss) 118 (3,285)
============= =============
Attributable to:
Equity holders of the Company (316) (2,120)
Non-controlling interests 434 (1,165)
------------- -------------
Net income (loss) and total
comprehensive income (loss) 118 (3,285)
============= =============
Net income (loss) per share
attributable to equity holders
of the Company:
Basic and diluted income
per share 0.00 0.00
============= =============
Weighted average number
of shares used in computing
basic and diluted income
per share 1,533,650,324 1,362,243,608
============= =============
(*) Restated due to adoption of amendments to IFRS - see Note
2r.
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the
Company
------------------------------------------------------------------- --------------- -------
Capital
reserve
from
transactions
Additional with
Share paid-in Accumulated Capital non-controlling Non-controlling Total
capital capital deficit reserve interests Total interests equity
------- ---------- ----------- ------- --------------- ------- --------------- -------
Euros in thousands
---------------------------------------------------------------------------------------------
Balance as of
January
1, 2014 44 4,049 (8,771) 2,532 3,175 1,029 2,844 3,873
Net loss and total
comprehensive
loss **) (2,120) (2,120) (1,165) (3,285)
Capital
contribution
to subsidiary by
non-controlling
interests (Note
12) - - - - - - 469 469
Conversion of
liability
to equity (Note
11) *) - 179 - - - 179 - 179
Issuance of
shares,
net of issuance
costs 6 2,476 - - - 2,482 - 2,482
Share-based
compensation - 187 - - - 187 - 187
------- ---------- ----------- ------- --------------- ------- --------------- -------
Balance as of
December
31, 2014 50 6,891 (10,891) 2,532 3,175 1,757 2,148 3,905
Net income and
total
comprehensive
income - - (316) - - (316) 434 118
Capital
contribution
to subsidiary by
non-controlling
interests (Note
12) - - - - - - 200 200
Reclassification
of
warrants to
equity (Note
13) - 318 - - - 318 - 318
Conversion of
liability
to
non-controlling
interests
to equity in
subsidiary
(Note 11b) - - - - 2,351 2,351 2,259 4,610
Issuance of shares *) - 37 - - - 37 - 37
Exercise of
options *) - - - - - - - -
Share-based
compensation - 289 - - - 289 - 289
------- ---------- ----------- ------- --------------- ------- --------------- -------
Balance as of
December
31, 2015 50 7,535 (11,207) 2,532 5,526 4,436 5,041 9,477
======= ========== =========== ======= =============== ======= =============== =======
*) Represents an amount lower than EUR1.
**) Restated due to adoption of amendments to IFRS - see Note
2r.
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended
31 December
------------------------
2015 2014
----------- -----------
Euros in thousands
------------------------
Cash flows from operating activities:
Net income (loss) 118 (3,285)
----------- -----------
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to the profit or loss items:
Depreciation 728 631
Share-based compensation 289 187
Accrued interest on long-term loans and non-current liabilities 2,777 1,954
Change in employee benefit liabilities, net (16) 23
Loss from changes in fair value of warrants - 43
Changes in asset and liability items:
Increase in inventories (571) (216)
Decrease in accounts and other receivables 27 226
Increase (decrease) in trade payables (672) 1,054
Increase (decrease) in advance from customers (1,049) 693
Increase in accrued expenses and other accounts payable 619 10
2,132 4,605
----------- -----------
Cash paid during the year for:
Taxes (24) (8)
Interest (2,361) (1,370)
----------- -----------
(2,385) (1,378)
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----------- -----------
Net cash used in operating activities (137) (58)
----------- -----------
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended
31 December
--------------------
2015 2014
--------- ---------
Euros in thousands
--------------------
Cash flows from investing activities:
Long-term deposits 119 13
Purchase of property and equipment (1,672) (5,434)
Net cash used in investing activities (1,553) (5,421)
--------- ---------
Cash flows from financing activities:
Net proceeds from issuance of shares 37 2,482
Capital contribution to subsidiary
by non-controlling interests 200 469
Repayment of short-term loans (1,440) (142)
Receipt (repayment) of long-term
lease 54 (5)
Receipt of long-term loans 1,158 3,650
Net cash provided by financing
activities 9 6,454
--------- ---------
Increase (decrease) in cash and
cash equivalents (1,681) 975
Cash and cash equivalents at beginning
of year 2,092 1,117
--------- ---------
Cash and cash equivalents at end
of year 411 2,092
========= =========
Supplemental disclosure of non-cash
activities:
Conversion of long-term liability
to warrants and shares - 179
========= =========
Conversion of capital note to equity
in subsidiary 4,611 -
--------- ---------
Reclassification of warrants to
equity 318 -
--------- ---------
The accompanying notes are an integral part of the consolidated
financial information.
NOTE 1:- GENERAL
a. Dekeloil Public Limited ("the Company") is a public limited
company incorporated in Cyprus on 24 October 2007. The Company is
engaged through its subsidiaries in developing and cultivating palm
oil plantations in Cote d'Ivoire for the purpose of producing and
marketing Crude Palm Oil ("CPO"). The Company's registered office
is in Limassol, Cyprus.
b. CS DekelOil Siva Ltd. ("DekelOil SIVA") was incorporated in
Cyprus on 7 November 2008. At present, 51% of the issued shares in
DekelOil SIVA are owned by DekelOil Public Limited while the
remaining 49% of the issued shares are owned by Biopalm Energy
Limited ("Biopalm") (see also Note 11b).
c. The Company established a subsidiary in Cote d'Ivoire,
DekelOil CI SA, currently held 99.85%, by DekelOil SIVA. DekelOil
CI SA was incorporated in March 2008. DekelOil CI SA is engaged in
developing and cultivating palm oil plantations for the purpose of
producing and marketing CPO. DekelOil CI SA constructed and is
currently operating its first palm oil mill.
d. On 22 January, 2008, DekelOil Consulting Ltd was established
in Israel. This company, which is presently a wholly-owned
subsidiary of DekelOil SIVA, is engaged in providing services to
the Company and its subsidiaries.
e. On March 18, 2013, the Company completed its Initial Public
Offering ("IPO") on the AIM, a market operated by the London Stock
Exchange ("the AIM"), by issuing 170 million Ordinary shares at a
price of GBP 0.01 per share for a total consideration of GBP 1.7
million. Concurrently, upon Admission of its Share Capital to
trading on the AIM and pursuant to an agreement dated 12 March
2013, the Company acquired, in consideration for the issuance of
100 million Ordinary shares, 100% of Boletus Resources Ltd.
("Boletus"). Boletus is an unquoted investment company which at the
date of acquisition had cash and other assets (principally
admission costs advanced by Boletus on behalf of the Company) in
the approximate amount of EUR 650 thousand. The net proceeds
received by the Company from the aforementioned (after Admission
costs of approximately EUR529 thousand) amount to approximately EUR
2.01 million (see also Note 14).
f. As of 31 December, 2015, the Company has a working capital
deficiency of approximately EUR 5.5 million. In the year ended 31
December, 2015 the Company recorded net income of EUR 118 thousand
compared to 2014 during which the Company incurred a net loss of
approximately EUR 3.2 million. In 2015 and 2014 the Company had
negative cash flows from operations of approximately EUR 0.14
million and EUR 0.06 million, respectively.
In 2014 the Company completed the construction of its palm oil
extraction mill and commenced production and sale of palm oil. In
2015 and 2014, the mill generated positive cash flows from its
operations. Company's management expects the positive cash flows to
continue to grow as the mill increases its production capacity.
However, there is no certainty that the mill will be able to meet
the Company's projections as to increased production and positive
cash flows from such production. Furthermore, the operations of the
mill are subject to various market conditions that are not under
the Company's control that could have an adverse effect on the
Company's cash flows.
Based on the Company's current resources and its projected cash
flows from its operations, Company management believes that it will
have sufficient funds necessary to finance its operations and meet
its obligations as they come due at least for the next twelve
months from the date the financial statements are approved (See
also Note 24b).
g. Definitions:
The Group - DEKELOIL PUBLIC LIMITED and its
subsidiaries.
The Company - DEKELOIL PUBLIC LIMITED.
Subsidiaries - Companies that are controlled by
the Company- CS DekelOil SIVA Ltd,
DekelOil CI SA, DekelOil Consulting
Ltd.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies have been applied consistently
in the financial Statements for all periods presented, except as
described in 2r below.
a. Basis of presentation of the financial statements:
These financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted by the
European Union ("IFRS").
The financial statements have been prepared on a cost basis,
except for derivatives which are measured at fair value.
The Company has elected to present profit or loss items using
the nature of expense method.
b. Consolidated financial statements:
The consolidated financial statements comprise the financial
statements of companies that are controlled by the Company
(subsidiaries). Control is achieved when the Company is exposed, or
has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its
power over the investee. Potential voting rights are considered
when assessing whether an entity has control. The consolidation of
the financial statements commences on the date on which control is
obtained and ends when such control ceases.
The financial statements of the Company and of the subsidiaries
are prepared as of the same dates and periods. The consolidated
financial statements are prepared using uniform accounting policies
by all companies in the Group. Significant intragroup balances and
transactions and gains or losses resulting from intragroup
transactions are eliminated in full in the consolidated financial
statements.
Non-controlling interests in subsidiaries represent the equity
in subsidiaries not attributable, directly or indirectly, to a
parent. Non-controlling interests are presented in equity
separately from the equity attributable to the equity holders of
the Company. Profit or loss and components of other comprehensive
income are attributed to the Company and to non-controlling
interests. Losses are attributed to non-controlling interests even
if they result in a negative balance of non-controlling interests
in the consolidated statement of financial position.
c. Functional currency, presentation currency and foreign currency:
1. Functional currency and presentation currency:
The local currency used in Cote d'Ivoire is the West African CFA
Franc ("FCFA"), which has a fixed exchange rate with the Euro (Euro
1 = FCFA 655.957). A substantial portion of the Group's revenues
and expenses is incurred in or linked to the Euro. The group
obtains debt financing mostly in FCFA linked to Euros and the funds
of the Group are held in FCFA. Therefore, the Company's management
has determined that the Euro is the currency of the primary
economic environment of the Company in its subsidiaries, and thus
it's functional. The presentation currency is Euro.
2. Transactions, assets and liabilities in foreign currency:
Transactions denominated in foreign currency are recorded upon
initial recognition
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At the exchange rate at the date of the transaction. After
initial recognition, monetary assets and liabilities denominated in
foreign currency are translated at each reporting date into the
functional currency at the exchange rate at that date. Exchange
rate differences, other than those capitalized to qualifying assets
or accounted for as hedging transactions in equity, are recognized
in profit or loss. Non-monetary assets and liabilities denominated
in foreign currency and measured at cost are translated at the
exchange rate at the date of the transaction. Non-monetary assets
and liabilities denominated in foreign currency and measured at
fair value are translated into the functional currency using the
exchange rate prevailing at the date when the fair value was
determined.
d Cash equivalents:
Cash equivalents are considered as highly liquid investments,
including unrestricted short-term bank deposits with an original
maturity of three months or less from the date of acquisition.
e. Financial instruments:
1. Loans and receivables:
Loans and receivables are investments with fixed or determinable
payments that are not quoted in an active market. Loans and
receivables are initially recognized at fair value plus directly
attributable transaction costs.
After initial recognition, loans are measured based on their
terms at amortized cost using the effective interest method and
less any impairment losses. Short-term receivables are measured
based on their terms, normally at face value.
2. Financial liabilities:
Financial liabilities are initially recognized at fair value.
Loans and other liabilities measured at amortized cost are
presented net of directly attributable transaction costs.
After initial recognition, the accounting treatment of financial
liabilities is based on their classification as follows:
a) Financial liabilities at amortized cost:
After initial recognition, loans and other liabilities are
measured based on their terms at cost less directly attributable
transaction costs using the effective interest method.
b) Financial liabilities at fair value through profit or loss:
After initial recognition, derivatives (warrants) are measured
at fair value and the changes in fair value are recorded in profit
or loss.
3. Derecognition of financial instruments:
a) Financial assets:
A financial asset is derecognized when the contractual rights to
the cash flows from the financial asset expire or the Company has
transferred its contractual rights to receive cash flows from the
financial asset or assumes an obligation to pay the cash flows in
full without material delay to a third party and has transferred
substantially all the risks and rewards of the asset, or has
neither transferred nor retained substantially all the risks and
rewards of the asset, but has transferred control of the asset.
b) Financial liabilities:
A financial liability is derecognized when it is extinguished,
that is when the obligation is discharged or cancelled or expires.
A financial liability is extinguished when the debtor (the Group)
discharges the liability by paying in cash, other financial assets,
goods or services; or is legally released from the liability.
4. Extinguishing financial liabilities with equity instruments:
Equity instruments issued to extinguish a financial liability to
shareholders are measured at the carrying amount of the financial
liability extinguished.
f. Borrowing costs:
The Group capitalizes borrowing costs that are attributable to
the acquisition, construction, or production of qualifying assets
which necessarily take a substantial period of time to get ready
for their intended use or sale.
The capitalization of borrowing costs commences when
expenditures for the asset are incurred, the activities to prepare
the asset are in progress and borrowing costs are incurred and
ceases when substantially all the activities to prepare the
qualifying asset for its intended use or sale are complete. The
amount of borrowing costs capitalized in a reporting period
includes specific borrowing costs and general borrowing costs based
on a weighted capitalization rate.
g. Leases:
The criteria for classifying leases as finance or operating
leases depend on the substance of the agreements and are made at
the inception of the lease in accordance with the following
principles as set out in IAS 17.
The Group as lessee:
1. Finance leases:
Finance leases transfer to the Group substantially all the risks
and benefits incidental to ownership of the leased asset. At the
commencement of the lease term, the leased assets are measured at
the lower of the fair value of the leased asset or the present
value of the minimum lease payments. The liability for lease
payments is presented at its present value and the lease payments
are apportioned between finance cost and a reduction of the lease
liability using the effective interest method.
The leased asset is amortized over the shorter of its useful
life or the lease term.
2. Operating leases:
Lease agreements are classified as an operating lease if they do
not transfer substantially all the risks and benefits incidental to
ownership of the leased asset. Lease payments are recognized as an
expense in profit or loss on a straight-line basis over the lease
term.
h. Biological assets:
Biological assets of the Company are fresh fruit bunches (FFB)
that grow on palm oil trees. The period of biological
transformation of FFB from blossom to harvest and then conversion
to inventory and sale is relatively short (about 2 months).
Accordingly, any changes in fair value at each reporting date are
generally immaterial.
i. Property and equipment:
Property and equipment are stated at cost, net of accumulated
depreciation. Palm oil trees before maturity are measured at
accumulated cost, and depreciation commences upon reaching
maturity. Depreciation is calculated by the straight-line method
over the estimated useful lives of the assets at the following
annual rates:
%
-------
Extraction mill 2.5
Palm oil plantations 3.33
Computers and peripheral equipment 33
Equipment and furniture 15 - 20
Motor vehicles 25
Agriculture equipment 15
The useful life, depreciation method and residual value of an
asset are reviewed at least each year-end and any changes are
accounted for prospectively as a change in accounting estimate.
Depreciation of an asset ceases at the earlier of the date that the
asset is classified as held for sale and the date that the asset is
derecognized.
j. Impairment of non-financial assets:
The Company evaluates the need to record an impairment of
non-financial assets whenever events or changes in circumstances
indicate that the carrying amount is not recoverable.
If the carrying amount of non-financial assets exceeds their
recoverable amount, the assets are reduced to their recoverable
amount. The recoverable amount is the higher of fair value less
costs of sale and value in use. In measuring value in use, the
expected future cash flows are discounted using a pre-tax discount
rate that reflects the risks specific to the asset. The recoverable
amount of an asset that does not generate independent cash flows is
determined for the cash-generating unit to which the asset belongs.
Impairment losses are recognized in profit or loss.
An impairment loss of an asset, other than goodwill, is reversed
only if there have been changes in the estimates used to determine
the asset's recoverable amount since the last impairment loss was
recognized. Reversal of an impairment loss, as above, shall not be
increased above the lower of the carrying amount that would have
been determined (net of depreciation or amortization) had no
impairment loss been recognized for the asset in prior years and
its recoverable amount. The reversal of impairment loss of an asset
presented at cost is recognized in profit or loss.
k. Revenue recognition:
Revenues are recognized in profit or loss when the revenues can
be measured reliably, it is probable that the economic benefits
associated with the transaction will flow to the Company and the
costs incurred or to be incurred in respect of the transaction can
be measured reliably. Revenues are measured at the fair value of
the consideration received less any trade discounts, volume rebates
and returns.
Following are the specific revenue recognition criteria which
must be met before revenue is recognized:
Revenues from the sale of goods:
Revenues from the sale of goods are recognized when all the
significant risks and rewards of ownership of the goods have passed
to the buyer and the seller no longer retains continuing managerial
involvement. The delivery date is usually the date on which
Ownership passes.
l. Inventories:
Inventories are measured at the lower of cost and net realizable
value. The cost of inventories comprises costs of purchase and
costs incurred in bringing the inventories to their present
location and condition. Net realizable value is the estimated
selling price in the ordinary course of business less estimated
costs of completion and estimated costs necessary to make the sale.
The Company periodically evaluates the condition and age of
inventories and makes provisions for slow moving inventories
accordingly.
Cost of finished goods inventories is determined on the basis of
average costs including materials, labor and other direct and
indirect manufacturing costs based on normal capacity.
m. Earnings (loss) per share:
Earnings (loss) per share are calculated by dividing the net
income attributable to equity holders of the Company by the
weighted number of Ordinary shares outstanding during the
period.
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Basic earnings (loss) per share only include shares that were
actually outstanding during the period. Potential Ordinary shares
are only included in the computation of diluted earnings (loss) per
share when their conversion decreases earnings per share or
increases loss per share from continuing operations.
Further, potential Ordinary shares that are converted during the
period are included in diluted earnings (loss) per share only until
the conversion date and from that date in basic earnings (loss) per
share. The Company's share of earnings of investees is included
based on the earnings (loss) per share of the investees multiplied
by the number of shares held by the Company.
Basic and diluted earnings per share are adjusted
retrospectively due to increases in shares outstanding resulting
from bonus issues and share splits, including those that occur
after the reporting period and through the date the financial
statements are approved for issuance.
n. Provisions:
A provision in accordance with IAS 37 is recognized when the
Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation. When the Group expects part or all of the expense to be
reimbursed, for example under an insurance contract, the
reimbursement is recognized as a separate asset but only when the
reimbursement is virtually certain. The expense is recognized in
profit or loss net of any reimbursement.
o. Fair value measurement:
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date.
Fair value measurement is based on the assumption that the
transaction will take place in the asset's or the liability's
principal market, or in the absence of a principal market, in the
most advantageous market.
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest.
Fair value measurement of a non-financial asset takes into
account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset
in its highest and best use.
The Group uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to
measure fair value, maximizing the use of relevant observable
inputs and minimizing the use of unobservable inputs.
All assets and liabilities measured at fair value or for which
fair value is disclosed are categorized into levels within the fair
value hierarchy based on the lowest level input that is significant
to the entire fair value measurement:
Level 1 - quoted prices (unadjusted) in active
markets for identical assets or
liabilities.
Level 2 - inputs other than quoted prices
included within Level 1 that are
observable either directly or indirectly.
Level 3 - inputs that are not based on observable
market data (valuation techniques
which use inputs that are not based
on observable market data).
p. Share-based payment transactions:
The Company applies the provisions of IFRS 2, "Share-Based
Payment". IFRS 2 requires an expense to be recognized where the
Company buys goods or services in exchange for shares or rights
over shares ("equity-settled transactions"), or in exchange for
other assets
equivalent in value to a given number of shares of rights over
shares ("cash-settled transactions"). The main impact of IFRS 2 on
the Company is the expensing of employees' and directors' share
options (equity-settled transactions).
The cost of equity-settled transactions with employees is
measured by reference to the fair value of the equity instruments
at the date on which they are granted. The fair value is determined
using an acceptable option model.
The cost of equity-settled transactions is recognized, together
with a corresponding increase in equity, over the period in which
the performance and/or service conditions are fulfilled, ending on
the date on which the relevant employees become fully entitled to
the award ("the vesting date"). The cumulative expense recognized
for equity-settled transactions at each reporting date until the
vesting date reflects the extent to which the vesting period has
expired and the Company's best estimate of the number of equity
instruments that will ultimately vest.
q. Taxes on income:
Current or deferred taxes are recognized in profit or loss,
except to the extent that they relate to items which are recognized
in other comprehensive income or equity.
1. Current taxes:
The current tax liability is measured using the tax rates and
tax laws that have been enacted or substantively enacted by the end
of reporting period as well as adjustments required in connection
with the tax liability in respect of previous years.
2. Deferred taxes:
Deferred taxes are computed in respect of temporary differences
between the carrying amounts in the financial statements and the
amounts attributed for tax purposes.
Deferred taxes are measured at the tax rate that is expected to
apply when the asset is realized or the liability is settled, based
on tax laws that have been enacted or substantively enacted by the
reporting date.
Deferred tax assets are reviewed at each reporting date and
reduced to the extent that it is not probable that they will be
utilized. Temporary differences for which deferred tax assets had
not been recognized are reviewed at each reporting date and a
respective deferred tax asset is recognized to the extent that
their utilization is probable.
Taxes that would apply in the event of the disposal of
investments in investees have not been taken into account in
computing deferred taxes, as long as the disposal of the
investments in investees is not probable in the foreseeable
future.
Also, deferred taxes that would apply in the event of
distribution of earnings by investees as dividends have not been
taken into account in computing deferred taxes, since the
distribution of dividends does not involve an additional tax
liability or since it is the Company's policy not to initiate
distribution of dividends from a subsidiary that would trigger an
additional tax liability.
r. Restatement upon adoption of amendments to IFRS:
The Group has elected to early adopt certain amendments to IAS
16 and IAS 41. These amendments change the accounting requirements
for biological assets, such as palm oil trees, that meet the
definition of bearer plants. Under the amendments, palm oil trees
are no longer within the scope of IAS 41 and remeasured to fair
value. Instead, IAS 16 applies. After initial recognition, palm oil
trees are measured under IAS 16 using the cost model.
In accordance with the amendments, the Group has elected to use
the fair value of the palm oil trees as of 1 January 2014 in the
approximate amount of EUR 6.5 million as their deemed cost at that
date, and accordingly, that amount was reclassified from biological
assets to property and equipment.
The effects of the retrospective application of the amendments
on the statement of financial position as of 31 December, 2014 were
as follows:
Euros in
thousands
----------
Decrease in biological assets (7,299)
Increase in inventory 85
Increase in property and equipment 6,491
Decrease in equity 723
The effects of the retrospective application of the amendments
on the statement of comprehensive income for the year ended 31
December 2014 were as follows:
Euros in
thousands
----------
Increase in cost of revenues (135)
Decrease in net gain from changes
in fair value of biological assets (588)
Increase in net loss (723)
Attributable to:
Equity holders of the Company (421)
Non -controlling interests (302)
The effects of the amendments on net loss per share and on the
statement of cash flows for the year ended 31 December 2014 were
immaterial.
NOTE 3:- SIGNIFICANT ACCOUNTING ESTIMATES AND ASSUMPTIONS USED
IN THE PREPARATION OF THE FINANCIAL STATEMENTS
The preparation of the financial statements requires management
to make estimates and assumptions that have an effect on the
application of the accounting policies and on the reported amounts
of assets, liabilities, revenues and expenses. Changes in
accounting estimates are reported in the period of the change in
estimate.
The key assumptions made in the financial statements concerning
uncertainties at the reporting date and the critical estimates
computed by the Group that may result in a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year are discussed below.
- Deferred tax assets:
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Deferred tax assets are recognized for unused carryforward tax
losses and deductible temporary differences to the extent that it
is probable that taxable profit will be available against which the
losses can be utilized. Significant management judgment is required
to determine the amount of deferred tax assets that can be
recognized, based upon the timing and level of future taxable
profits, its source and the tax planning strategy.
NOTE 4:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION
a. IFRS 9, "Financial Instruments":
In July 2014, the IASB issued the final and complete version of
IFRS 9, "Financial Instruments" ("IFRS 9"), which replaces IAS 39,
" Financial Instruments: Recognition and Measurement". IFRS 9
mainly focuses on the classification and measurement of financial
assets and it applies to all assets in the scope of IAS 39.
According to IFRS 9, the provisions of IAS 39 will continue to
apply to derecognition and to financial liabilities for which the
fair value option has not been elected.
IFRS 9 also prescribes new hedge accounting requirements.
IFRS 9 is to be applied for annual periods beginning on 1
January 2018. Early adoption is permitted.
The Company believes that the amendments to IFRS 9 are not
expected to have a material impact on the financial statements.
b. IFRS 15, "Revenue from Contracts from Customers"
In May 2015, the IASB issued IFRS 15, "Revenue from Contracts
with Customers." The new standard provides a framework that
replaces existing revenue recognition guidance in IFRS. Entities
will apply a five-step model to determine when to recognize revenue
and at what amount. The new standard also provides guidance on when
to capitalize costs
of obtaining or fulfilling a contract.
IFRS 15 is effective for annual periods beginning on 1 January
2018, with early adoption permitted. An entity may adopt IFRS 15 on
a full retrospective basis or using the cumulative effect
approach.
The Company is evaluating the possible impact of IFRS 15, but is
presently unable to assess its effect, if any, on the consolidated
financial statements.
c. IFRS 16, "Leases":
In January 2016, the IASB issued IFRS 16, "Leases", ("the new
Standard"). According to the new Standard, a lease is a contract,
or part of a contract, that conveys the right to use an asset (the
underlying asset) for a period of time in exchange for
consideration.
In respect of all leases, lessees are required to recognize an
asset against a liability in the statement of financial position
(except in certain cases) similarly to the accounting treatment of
finance leases according to the existing IAS 17, "Leases".
The new Standard is effective for annual periods beginning on or
after 1 January 2019. Earlier application is permitted provided
that IFRS 15, "Revenue from Contracts with Customers", is
simultaneously applied.
The Company believes that the new Standard is not expected to
have a material impact on the Company's financial statements.
d. Amendments to IAS 7, "Statement of Cash Flows", regarding
additional disclosures of financial liabilities:
In January 2016, the IASB issued amendments to IAS 7, "Statement
of Cash Flows", ("the amendments") which require providing
additional disclosures of financial liabilities. The amendments
require presenting the movement between the opening balance and the
closing balance of financial liabilities, including changes arising
from cash flows from financing activities, changes arising from
obtaining or losing control in investees, the effect of changes in
foreign exchange rates and changes in fair value.
The amendments are effective for annual periods beginning on or
after 1 January, 2017. No disclosure is required for comparative
figures in previous periods before the effective date of the
amendments. Earlier application is permitted.
The Company will include the necessary disclosures in the
financial statements when applicable.
OTE 5:- ACCOUNTS AND OTHER RECEIVABLES
31 December
---------------------
2015 2014
------ ------------
Restated
------ ------------
Euros in thousands
---------------------
Government authorities (VAT) 4 2
Prepaid expenses and other receivables 254 205
Loans to employees 4 56
------ ------------
262 263
====== ============
NOTE 6:- LONG-TERM DEPOSITS
As a guaranty for a bank loan (see Note 10c(4), the Company
deposited FCFA 75 million (approximately EUR 119 thousand) on which
a fixed lien was recorded. The deposit bears interest at an annual
rate of 3% and matures upon the repayment of the loan. During 2015,
the Company repaid the associated loan and withdrew this
deposit.
NOTE 7:- PROPERTY AND EQUIPMENT, NET
Composition and movement:
Computers Extraction
and Equipment mill Palm oil
peripheral and Motor Agriculture and land plantations
equipment furniture vehicles equipment *) **) Total
---------- ---------- ----------- ----------- ---------- ----------- ------
Cost:
Balance as of 1
January, 2014 53 46 246 344 16,194 6,474 23,248
Acquisitions
during the
year 99 50 471 - 4,662 152 5,434
Disposals
during the
year - - (41) - - - (41)
Capitalized
borrowing
costs - - - - 377 - 377
---------- ---------- ----------- ----------- ---------- ----------- ------
Balance as of
31 December,
2014 152 96 676 344 21,233 6,626 29,018
Acquisitions
during the
year 78 3 223 32 1,022 275 1,633
Disposals
during the
year - - (8) - - - (8)
Capitalized
borrowing
costs - - - - 39 - 39
---------- ---------- ----------- ----------- ---------- ----------- ------
Balance as of
31 December,
2015 230 99 891 376 22,294 6,901 30,682
---------- ---------- ----------- ----------- ---------- ----------- ------
Accumulated
depreciation:
Balance as of 1
January, 2014 37 31 96 332 - - 496
Depreciation
Disposal
during the
year 15 8 84 4 479 41 522
Disposals
during the
year - - (24) - - - (24)
-----------
Balance as of
31 December,
2014 52 39 156 336 479 41 994
---------- ---------- ----------- ----------- ---------- ----------- ------
Depreciation
during the
year 22 9 116 9 489 83 728
Disposals
during the
year - - (4) - - - (4)
Balance as of
31 December,
2015 77 48 268 345 859 124 1,718
---------- ---------- ----------- ----------- ---------- ----------- ------
Depreciated
cost as of 31
December, 2015 156 51 623 31 21,326 6,777 28,964
========== ========== =========== =========== ========== =========== ======
Depreciated
cost as of 31
December, 2014 100 57 520 8 20,754 6,585 28,024
========== ========== =========== =========== ========== =========== ======
*) On 19 January 2011, a subsidiary of the Company, DekelOil CI
SA, signed the agreement with Modipalm Engineering SDN
("Modipalm"), a Malaysian company, for the engineering,
manufacturing, delivering and installing a palm oil extraction mill
in Cote d'Ivoire. The total value of the agreement is EUR 9,596
thousands. As of 31 December 2015 DekelOil CI SA paid Modipalm EUR
9179 thousands, the amount was financed by loans from EBID and
BOAD.
The balance of EUR 417,500 is payable upon the successful
completion of the warranty period. As of 31 December 2015, this
amount has been accrued in the financial statements.
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On 9 December 2014 a subsidiary of the Company, DekelOil CI SA,
signed an agreement with Modipalm for the manufacture and
supervision over installation and commissioning of a Kernel
Crashing Plant to be installed as an extension to the existing
Crude Palm Oil extraction mill for the production of Palm Kernel
Oil. The total value of the agreement is EUR 889,600. The Kernel
Crashing Plant was installed and commenced production in November
2015. As of 31 December 2015 DekelOil CI SA paid Modipalm an amount
of EUR598,220. The remaining amounts are due upon acceptance of the
Kernel Crashing plant and the end of warranty period and are not
due at this date.
For further information about the Company lease agreement see
also Note 9.
**) See Note 2r regarding retrospective reclassification of palm
oil trees to property and equipment as of 1 January 2014.
Company plantations of palm oil trees are held by the Company's
subsidiary, DekelOil CI SA. Most of the plantations are planted
according to agreements with land owners under which DekelOil CI SA
develops oil palm plantations on the land and the land owner is
entitled to receive a third of the annual agriculture profit
generated from the plantation, being the revenue from the sale of
FFB less the cost of cultivation and harvesting of the
plantation.
The balance as of 31 December 2015 includes palm oil trees
before maturity in the approximate amount of EUR 3.8 million (2014
- EUR 4.9 million) which are measured at their accumulated cost and
which are not yet depreciated.
NOTE 8:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
31 December
--------------------
2015 2014
------- -----------
Restated
------- -----------
Euros in thousands
--------------------
Employees and payroll accruals 374 210
VAT payable 544 118
Other accounts payable 146 117
------- -----------
1,064 445
======= ===========
NOTE 9:- LONG-TERM FINANCIAL LEASE
On 24 June 2008, DekelOil CI SA signed a lease agreement for 42
hectares near the village of Ayenouan, Cote d'Ivoire. The agreement
is with the village of Adao and the people occupying the land in
Ayenouan. The lease is for 90 years and the payment for the lease
is FCFA 3,000,000 (app. EUR 4,573) per annum.
In July 2015 a subsidiary of the Company signed a capital lease
agreement for a vehicle. The lease is for 4 years and the payment
is EUR1,062 per month.
NOTE 10:- LONG-TERM LOANS
a. Comprised as follows:
Interest
rate as
of
31 December, 31 December, 31 December,
Currency 2015 2015 2014
--------- ------------- ------------- -------------
Euros Euros
in thousands in thousands
------------- -------------
EBID (c. 2) In SDR 10.5% 8,727 8,592
BOAD (c. 1) In FCFA 10.5% 7,057 6,961
SGBCI (c.3) In FCFA 7% 188 223
BGFI(c. 4) In FCFA 10% - 708
NSIA (c. 5) In FCFA 8.3% 1,074 -
Total loans 17,046 16,484
Less - current
maturities (4,930) )1,554(
------------- -------------
12,116 14,930
============= =============
b. Short-term loans and current maturities:
31 December
--------------------
2015 2014
--------- ---------
Euros in thousands
--------------------
Short-term loan from bank - 628
Current maturities - per a. above (See also
Note 24) 4,930 1,554
4,930 2,182
========= =========
c. 1. On 3 August 2010, DekelOil CI SA signed a loan agreement
with the West Africa Development Bank ("BOAD") according to which
the subsidiary has receive a loan at the amount of FCFA 4,241,000
thousand (approximately EUR 6,465 thousand). The BOAD loan shall
bear interest at a rate of 10.5% per annum which would be payable
on the maturity of each interest period (31 January and 31 July).
The loan has tenure of eight years with grace period on principal
payments of four-years, and shall be repaid in 7 semi-annual
installments over
four years, commencing 31 January, 2016.
2. On 5 February 2010, DekelOil CI SA, signed a loan agreement
with the agreement with the Bank of Investment and Development of
CEDEAO ("EBID") according to which EBID agreed to grant DekelOil CI
SA a facility of 6,681,000 SDR (approximately EUR 8,504
thousand).
The EBID loan shall bear interest at a rate of 10.5% per annum.
The loan has a tenure of eight years, and shall be repaid in 16
quarterly installments over four years, commencing after a grace
period on principal payments of four-years from its first
withdrawal (March 2012) .
As a security for the EBID loan, DekelOil CI SA provided a lien
over the equipment purchased from Modipalm and Boilermech (see also
Note 7), a floating charge over the DekelOil CI SA assets, credit
insurance cover of up to approximately EUR 4,500 thousand was
purchased from Fond Gari. (Please see also Note 24 regarding
refinancing of this loan in 2016.)
3. On 7 May, 2013, DekelOil CI SA signed a line of credit
agreement with the Societe Generale de Banque Cote d'Ivoire
("SGBCI) for financing the purchase of vehicles, according to which
the subsidiary has received a loan amount of up to FCFA 146 million
(approximately EUR 223 thousand). The loan is for a term of three
years from the date of each loan withdrawal. The effective interest
rate of the loan is between 6.2 - 7.3% per annum.
4. On 10 September 2013, DekelOil CI SA signed a loan agreement
with the Banque Gabonaise Francaise International ("BGFI") for its
working capital needs, under which DekelOil CI SA received FCFA 500
million (approximately EUR762 thousand). The loan is for a term of
four years with a grace period of one year. The loan shall bear
interest at a rate of 10% per annum. As a guaranty for this loan
DekelOil CI SA deposited a sum of FCFA 75 Million (approximately
EUR 115 thousands) at BGFI
for the duration of the loan and a guaranty of first demand from
La-Loyal insurance company at the sum of 300 million FCFA
(approximately EUR 457 thousands). During 2015 the Company repaid
this loan in full.
5. In June 2015 DekelOil CI SA signed a loan agreement with NSIA
Banque ("NSIA") according to which NSIA agreed to grant DekelOil CI
SA a loan of 700 million FCFA (approximately EUR 1,067 thousand).
The loan is for 4 years and shall bear interest at a rate of 8.4%
per annum.
NOTE 11:- CAPITAL NOTES
31 December
--------------------
2015 2014
--------- ---------
Euros in thousands
--------------------
Due to shareholders (a) 1,759 1,563
Due to shareholder of a subsidiary (b) - 4,611
--------- ---------
1,759 6,174
========= =========
a. In the years 2008 to 2010, the shareholders of the Company
invested in the Company a total amount of EUR 4,161 thousand by way
of capital notes.
The capital notes are linked to the Euro and are payable by the
earlier of: (a) prior to first dividend distribution by the Company
to its shareholders, or (b) on 31 January 2017, provided the
Company has profits available for distribution. Payment of the
principal of these capital notes is subordinated and junior in
right of payment to the Company's obligation to pay principal and
interest on its indebtedness.
The fair value of the capital notes was determined at each
investment date by discounting the expected future payments
relating to each capital note using the cost of debt of the Group
estimated at 12.5%.
The differences between the face amounts of the capital notes
according to their terms and their fair value at the date of
investment were recorded as a capital reserve in the aggregate
amount of EUR 2,532 thousand.
On 3 February, 2013 the Company issued to certain existing
shareholders 49,005,049 Ordinary Shares in consideration for the
cancellation of capital notes at a face amount of EUR 225
thousand.
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On 20 February, 2013 the Company granted warrants to purchase
33,317,674 Ordinary Shares and issued 42,642,947 Ordinary Shares in
consideration for the cancellation of capital notes at a face
amount of EUR 261 thousand and EUR 1,105 thousand, respectively.
(see Note 13 for details of the warrants).
On 29 December, 2013, the Company issued to certain existing
shareholders 43,913,713 Ordinary Shares in consideration for the
cancellation of capital notes at a face amount of EUR 570
thousand.
The carrying amounts of the capital notes on the date of
cancellation amounted to approximately EUR 1,378 thousand. The
difference between the carrying amounts and the fair value (EUR 261
thousand) of the warrants granted, in the amount of EUR 1,117
thousand was credited to equity.
As of 31 December, 2015, the face amount of the outstanding
capital notes amounts to
EUR 2,000,000.
b. In 2010 in connection with Biopalm's acquisition of a 49%
interest in DekelOil SIVA, Biopalm also invested EUR 3.3 million in
DekelOil SIVA as a capital note with the following terms:
The capital note accrues interest at 10% per year until paid.
The capital note is either to be repaid or converted into share
premium in DekelOil SIVA Limited. Assessment will be made after 3
years and after 7 years from the disbursement date (i.e. 1 November
2010) as follows:
1. If DekelOil SIVA will reach an IRR of 40% by either of these
dates (3 or 7 years), then the capital note, principal and accrued
interest will be converted to share premium; or
2. If DekelOil SIVA will not reach an IRR of 40% after 7 years,
then the capital note is payable to Biopalm.
The fair value of the capital note was determined at investment
date by discounting the expected future payments relating to the
capital note using the cost of debt of the Group estimated at
12.5%. The difference between the capital note face amount
according to its terms and its fair value at the date of
transaction in the amount of EUR 480 thousands was accounted for as
part of the equity investment of Biopalm in the subsidiary.
In November 2013, the assessment was made that the IRR in 1.
above had not been reached.
In the second half of 2015, Biopalm and the Company agreed to
cancel this capital note by way of contribution to the equity of
DekelOil SIVA. In exchange for the cancellation, the Company agreed
to waive Biopalm's outstanding equity contribution totaling to
approximately EUR 1.1 million. The carrying amount of the capital
note on the date of conversion was approximately EUR 4.6 million,
of which approximately EUR 2.4 million was credited in the
consolidated financial statements to capital reserve from
transactions with non-controlling interests.
c. The liability to the related party was converted to equity as
part of the equity fund raising by the Company that took place on
24 October 2014. See also Note 14.
NOTE 12:- CAPITAL CONTRIBUTIONS TO SUBSIDIARY (BIOPALM)
In February 2013, the Company, Biopalm and the subsidiary CS
DekelOil Siva Ltd entered into a binding letter of undertaking
under the terms of which the parties confirmed the Company's
intention to subscribe for ordinary shares in CS DekelOil Siva Ltd
up to an aggregate amount of EUR3,000,000. Biopalm has, under the
terms of the letter, issued an irrevocable undertaking that
pursuant to the Company's investment (up to a maximum of
EUR3,000,000), it shall subscribe for such number of shares in CS
DekelOil Siva Ltd as is required to maintain its 49% Shareholding.
During 2014 and 2015 both the Company and Biopalm have made capital
contributions to the subsidiary. The contributions of Biopalm in
the amount of EUR469 thousand and EUR200 thousand in 2014 and 2015,
respectively, were recorded as additions to non-controlling
interests in equity.
NOTE 13:- FINANCIAL LIABILITY FOR WARRANTS
On 20 February, 2013 the Company granted warrants to purchase
33,317,674 Ordinary Shares in partial consideration for the
cancellation of capital notes (see Note 12).
Each warrant entitles the holder to purchase one Ordinary share
at an exercise price of GBP 0.01 per share. The warrants can be
exercised at any time until February 2018.
The warrants were classified as a liability measured at fair
value through profit or loss since the exercise price of the
warrants is denominated in GBP and therefore is not a fixed amount
of currency in relation to the functional currency (Euro) of the
Company.
The fair value of the warrants is calculated based on the
Black-Scholes option pricing model using the following
parameters:
-- As of the date of grant: Expected volatility of the share
price - 53%; risk-free interest rate - 1.22%; share price - GBP
0.01
-- As of 31 December 2014: Expected volatility of the share
price - 56%; risk-free interest rate -0.77%; share price - GBP
0.0108
Based on the above model, the fair value of the warrants was EUR
275 thousand on the grant date and EUR318 thousand as of 31
December 2014.The change in fair value in the amount of EUR 43
thousand was recorded in finance cost in 2014.
On 1 January 2015, the Company and the holders of the warrants
agreed to establish the exercise price of the warrants in Euro in
the amount of EUR 0.0128 for one Ordinary share. As a result, the
fair value of the warrants on that date in the amount of EUR318
thousand was reclassified to equity of the Company.
NOTE 14:- EQUITY
a. Composition of share capital:
31 December 31 December
---------------------------- ----------------------------
2015 2014 2015 2014
------------- ------------- ------------- -------------
Authorized Issued and outstanding
---------------------------- ----------------------------
Number of shares
----------------------------------------------------------
Ordinary shares of
EUR 0.00003367 par
value each 4,000,000,000 4,000,000,000 1,541,319,951 1,531,980,571
============= ============= ============= =============
See Note 24 regarding issuance of shares subsequent to 31
December 2015.
Ordinary shares:
Each Ordinary share confers upon its holder voting rights, the
right to receive cash and share dividends, and the right to share
in excess assets upon liquidation of the Company.
On 3 February, 2013 the authorized share capital limit of the
Company was increased to EUR 70,000 divided into 7,000,000 shares
of EUR 0.01 each, following which the par value of each Ordinary
Share was sub-divided from EUR 0.01 each to EUR 0.00003367 each and
a further 807,488,000 shares were issued to the existing
shareholders pro-rata to their shareholding in the Company.
On 3 February, 2013, the Company issued to certain existing
shareholders 49,005,049 Ordinary Shares in consideration for the
cancellation of capital notes (see Note 12)
On 20 February, 2013, the Company issued 162,855,339 Ordinary
Shares pursuant to a private subscription at a price of EUR
0.00003367 raising a total of EUR 5,483.
On 20 February, 2013, the Company granted warrants to purchase
33,317,674 Ordinary Shares and issued 42,642,947 Ordinary Shares in
consideration for the cancellation of capital notes (see Note 13
and Note 11).
In March 2013, the Company completed its IPO on the AIM, by
issuing 170 million Ordinary shares (see Note 1f). In addition, the
Company issued 13,675,000 Ordinary shares to a Director.
On February 2014, the Company raised GBP700,000 (EUR846 thousand
before fund raising costs of EUR46 thousand) by issuing 46,666,666
new Ordinary shares.
On July 22, 2014, the authorized share capital of the Company
was increased to 4,000,000,000 shares of EUR 0.00003367 each.
In October 2014, the Company increased its equity by GBP1,536
thousand (EUR1,970 thousand before fund raising costs of EUR110
thousand) by issuing 122,906,720 new Ordinary shares for funds
raised including the conversion of a debt of EUR179 thousand to a
related party. See also Note 11c.
In December 2014, the Company issued 2,056,466 Ordinary shares
to certain brokers in consideration for services provided. The fair
value of the shares issued amounting to GBP7.5 thousands was
recorded in general and administrative expenses.
In 2016 the Company issued 2,388,996 Ordinary shares in to
certain brokers in consideration for services provided. The fair
value of the shares issued amounting to GBP25.4 thousand (EUR 37
thousand) was recorded in general and administrative expenses.
e. Share option plan:
In April 2008, the shareholders of the Company adopted a share
option plan ("the 2008 plan"), according to which shares will be
granted to employees.
On 2 September 2014, certain employees of the subsidiary were
granted 6,566,364 Ordinary shares for no consideration. The total
fair value amounted to EUR123 thousand.
On 15 January 2015 the Company granted directors and senior
employees options to purchase 81,000,000 Ordinary shares. Of that
amount, 18,000,000 options vested immediately and the remainder
will vest ratably over 3 years. Half of the options have an
exercise price of 1.25 pence per share while the remainder is
exercisable at a price of 2 pence per share. The fair value of the
options granted calculated based on Black-Scholes option pricing
model is approximately EUR820 thousands
On 19 October 2015 the Company granted directors and senior
employees options to purchase 18,000,000 Ordinary shares. The
options will vest ratably over 3 years. Half of the options have an
exercise price of 1.25 pence per share while the remainder is
exercisable at a price of 2 pence per share. The fair value of the
options granted calculated based on Black-Scholes option pricing
model is approximately EUR139 thousands
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A summary of the activity in options for the years 2015 and 2014
is as follows:
Year ended 31 December
--------------------------------------------------
2015 2014
------------------------ ------------------------
Weighted Weighted
average Number average
Number exercise of exercise
of options price-Euro options price-Euro
----------- ----------- ----------- -----------
Outstanding at
beginning of
year 6,950,385 0.0000367 13,238,833 0.0000367
Exercised (6,950,385) 0.0000367 (6,288,448) 0.0000367
Granted 99,000,000 0.02122 - -
Granted
-----------
Outstanding at
end of year 99,000,000 0.02122 6,950,385 0.0000367
Exercisable options 39,396,694 0.0163 5,560,307 0.0000367
=========== =========== =========== ===========
f. Capital reserve
The capital reserve comprises the contribution to equity of the
Company by the controlling shareholders - see Note 11.
NOTE 15:- REVENUES
a. The Company has one operating segment - production and sale
of Palm Oil, Palm Kernel and Palm Kernel Oil. In March 2014 the
Company commenced production and sale of Palm Oil and Palm Kernel
from its palm oil extraction mill. In November 2015 the Company
started to produce Palm Kernel Oil. Substantially all of the
revenues were derived from the sales of Palm Oil, Palm Kernel Oil
and Palm Kernel in Cote d'Ivoire.
b. Major customers:
Year ended
31 December
--------------------
2015 2014
---------- --------
Euros in thousands
--------------------
Revenues from major customers
which each accounts for 10%
or more of total revenues
reported in the financial
statements:
Customer A - 12,539 5,412
Customer B - 4,933 1,959
Customer C - 3,025 1,253
NOTE 16:- FAIR VALUE MEASUREMENT
Quantitative disclosures of the fair value measurement hierarchy
of the Group's assets and liabilities :
2015 2014
---------- ----------
Fair value Fair value
hierarchy hierarchy
---------- ----------
Level 3 Level 3
---------- ----------
Euro in Euro in
thousands thousands
---------- ----------
Assets measured at fair value:
Biological assets(See Note 2r): - 7,299
Fair value Fair value
hierarchy hierarchy
---------- ----------
Level 3 Level 3
---------- ----------
Euro in Euro in
thousands thousands
---------- ----------
Liabilities measured at fair value:
Warrants (Note 13) - 318
The carrying amount of short-term, trade payables, other
accounts payable and capital notes approximate their fair
value.
The fair value of long term loans with a carrying amount of EUR
17.046 million (including current maturities) is approximately EUR
18.354 million as of 31 December 2015.
NOTE 17:- INCOME TAXES
a. Carryforward losses:
As of 31 December 2015, the Company has no accumulated losses
for Cypriot tax purposes.
As of 31 December 2015, the subsidiary of the Company, CS
DekelOil Siva Ltd, has no accumulated losses for Cypriot tax
purposes.
As of 31 December 2015, the tax loss carryforwards of DekelOil
CI SA, the Company's subsidiary in Cote d'Ivoire amounted to
approximately EUR 6,365 thousand, which may be carried forward, in
order to offset taxable income in the future, for an indefinite
period.
b. Tax rates applicable to the income of the Company and its subsidiaries:
The Company and its subsidiary, CS DekelOil Siva Ltd, were
incorporated in Cyprus and are taxed according to Cyprus tax laws.
The statutory federal tax rate is 10%.
The subsidiary, DekelOil CI SA, was incorporated in Cote
d'Ivoire and is taxed according to Cote d'Ivoire tax laws. Based on
its investment plan, DekelOil CI SA received a full tax exemption
from local income tax, "Tax on Industrial and Commercial profits,"
for the thirteen years starting 1 January 2013, 50% tax exemption
for the fourteenth year and 25% tax exemption for the fifteenth
year.
The tax exemptions were conditional upon meeting the terms of
the investment plan, which the Group has met.
The subsidiary DekelOil Consulting Ltd was incorporated in
Israel and is taxed according to Israeli tax laws.
c. Tax assessments:
The Company's subsidiary, DekelOil CI SA, received a final tax
assessment through 2012.
As of 31 December 2015 the Company and all its other
subsidiaries had not yet received final tax assessments
d. Deferred taxes:
Deferred tax assets relating to carryforward losses and other
temporary deductible
differences in excess of temporary taxable differences have not
been recognized because their utilization in the foreseeable future
is not probable.
NOTE 18:- COMMITMENTS
a. Property and equipment - See Note 7.
NOTE 19:- SUPPLEMENTARY INFORMATION TO THE STATEMENT OF COMPREHENSIVE INCOME
Year ended
31 December
------------------------
2015 2014
---------- -----------
Restated(*)
---------- ------------
Euros in thousands
------------------------
a. Cost of Revenues:
Cost of fruits 15,179 5,915
Change in inventories (382) (192)
Salaries and related benefits 1,244 871
Cultivation costs 504 419
Vehicles 274 437
Maintenance and other operating
costs 515 417
Depreciation 664 586
17,998 8,453
========== ===========
b. General and administrative
expenses:
Salaries and related benefits 1,086 882
Subcontractors 116 351
Rent and office maintenance 191 261
Travel expenses 117 121
Legal & accounting fees 109 218
Vehicle maintenance 72 75
Insurance 84 84
Brokerage & nominated advisor
fees 151 96
Depreciation 64 45
Share-based compensation 289 187
Other 239 253
---------- -----------
2,518 2,573
========== ===========
*) Restated - see Note 2r.
Year ended
31 December
--------------------
2015 2014
--------- ---------
Euros in thousands
--------------------
c. Finance cost:
Interest on loans and capital notes 2,784 2,182
Bank loans and fees 48 27
Exchange rate differences (56) 15
--------- ---------
2,776 2,224
========= =========
Net of amounts capitalized 39 377
========= =========
NOTE 20:- LOSS PER SHARE
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The following reflects the income (loss) and share data used in
the basic and diluted earnings (loss) per share computations:
Year ended
31 December
------------------------------
2015 2014
------------- -------------
Euros in thousands
------------------------------
Loss attributable to equity holders of the Company (316) (2,120)
============= =============
Weighted average number of Ordinary shares for
computing basic and diluted earnings (loss) per
share 1,533,650,324 1,362,243,608
============= ==============
All share options and warrants have been excluded from the
calculation of diluted loss per share as their effect would be
anti-dilutive.
NOTE 21:- BALANCES AND TRANSACTIONS WITH RELATED PARTIES
Year ended
31 December
--------------------
2015 2014
--------- ---------
Euros in thousands
--------------------
a(1). Balances:
Capital notes (1) 1,759 1,563
Trade payables - 30
Other accounts payable and
accrued expenses 32 44
a(2) Transactions:
Services and expense reimbursements
(2) 267 312
Interest on capital notes 195 173
b. Compensation of key management
personnel of the Company:
Short-term employee benefits 555 445
Share-based compensation 263 123
1) See Note 12
2) See c. 3; c. 4 and c.5.
c. Significant agreements with related parties:
1. In February 2008, DekelOil Consulting Limited ("Consulting")
signed an employment agreement with a shareholder, who is a
director of the Company, the CEO of Consulting and the chairman of
the Board of Directors of DekelOil CI SA.
Under the employment agreement, the director is entitled to a
monthly salary of EUR 20,000 per month. The agreement is terminable
by the Company with 24 months' notice. The actual average salary,
social benefits including management fee (see also (3) below) paid
to the employee during 2015 was app. EUR18,000 per month.
2. In March 2008, DekelOil Consulting Limited signed an
employment agreement with a shareholder, who is a director of the
Company, it's Deputy CEO and Chief Financial Officer. The agreement
was amended on 11 July 2014 by the board of the subsidiary to
reflect the same terms as the employee described in c(1) above. The
actual salary and social benefits paid to the employee during 2015
was app. EUR15,000.
3. On 20 May 2008, the Company signed a service agreement with
Starten Ltd, a related company for a total remuneration of EUR
5,000 per month. The Company and Starten can terminate the
agreement with a notice of 60 days. During 2014 and 2015 the amount
of EUR 60 thousand and EUR 30 thousand, respectively, was paid per
year under this service agreement. The amount was paid to the party
in c.1 above.
4. In July 2012 a subsidiary of the Company entered into an
agreement with a related party of a shareholder who is also a
director of the Company and the chairman of the Board of Directors
of the Company's subsidiary. For these services the related party
is entitled to receive EUR 4,000 per month.
5.
In March 2014 a subsidiary of the Company entered into an
agreement with a related party for renting tractors for its mill
and logistic centers operation. During 2014 and 2015 the subsidiary
paid to the related company for these services approximately EUR104
thousand and EUR162 thousand.
NOTE 22:- FINANCIAL INSTRUMENTS
a. Classification of financial liabilities:
The financial liabilities in the statement of financial position
are classified by groups of financial instruments pursuant to IAS
39:
31 December
----------------------
2015 2014
----------- -------
Euros in thousands
----------------------
Financial liabilities measured at amortized
cost:
Long-term capital lease 73 19
Long-term loans (including current maturities) 17,042 16,484
Capital notes 1,759 6,174
----------- --------
Total 18,874 22,677
=========== ========
Financial liabilities at fair value through
profit or loss (see also Note 13: Financial
Liability for Warrants) - 318
b. Financial risks factors:
The Group's activities expose it to market risk (foreign
exchange risk). The Group's comprehensive risk management plan
focuses on activities that reduce to a minimum any possible adverse
effects on the Group's financial performance. As the Group's
long-term obligations at the reporting date bear fixed rates of
interest, the Group is not exposed to cash flow risks due to
changes in market rates of interest.
Foreign exchange risk:
The Company is exposed to foreign exchange risk resulting from
the exposure to different currencies, mainly, SDR and NIS. Since
the FCFA is fixed to the Euro, the Group is not exposed to foreign
exchange risk in respect of the FCFA. As of 31 December 2015 and
2014, balances in other foreign currencies are as follows:
31 December
----------------------
2015 2014
------- -----------
Restated
------- -----------
Euros in thousands
----------------------
Long-term loan linked to the SDR (see also
Note 24b) 8,727 8,592
Current & long term liabilities attached
to the NIS 56 179
Total 8,873 8,771
======= ============
Foreign currency sensitivity analysis:
The following table demonstrates the sensitivity test to a
reasonably possible change in SDR exchange rates, with all other
variables held constant. . The Company's exposure to foreign
currency changes for all other currencies is immaterial.
Change
in SDR Effect on income
rate before tax
------- ------------------
Euros in thousands
------------------
2015 5% 433
2014 5% 215
Liquidity risk:
The table below summarizes the maturity profile of the Group's
financial liabilities based on contractual undiscounted payments
(including interest payments):
31 December 2015
Less
than 2 to
one 1 to 3 3 to 4 to > 5
year 2 years years 4 years 5 years years Total
----- -------- ------ -------- -------- ------ ------
Euros in thousands
-----------------------------------------------------------
Long-term
loans (1)(2) 4,789 4,990 4,626 4,279 4,225 506 23,415
Trade payables
and other
accounts
payable 2,044 - - - - - 2,044
Long-term
capital lease 18 18 18 18 13 350 435
Capital note - 2,000 - - - - 2,000
6,851 7,008 4,644 4,297 4,237 856 27,894
===== ======== ====== ======== ======== ====== ======
(1) Including current maturities.
(2) See also Note 24b: Subsequent Events.
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31 December 2014
Less
than 2 to
one 1 to 3 3 to 4 to > 5
year 2 years years 4 years 5 years years Total
----- -------- ------ -------- -------- ------ ------
Euros in thousands
-----------------------------------------------------------
Long-term
loans (1) 1,885 4,361 4,308 3,786 3,479 3,570 21,389
Trade payables
and other
accounts
payable 1,885 - - - - - 1,885
Long-term
capital lease 5 5 5 5 5 355 380
Capital note - - 8,430 - - - 8,430
3,775 4,366 12,743 3,791 3,484 3,925 32,084
===== ======== ====== ======== ======== ====== ======
(1) Including current maturities.
NOTE 23:- INVESTMENTS IN SUBSIDARY
a. Additional information on subsidiaries held by the Company:
1. General information:
Ownership
Company's interests
equity held
Principal and by non-
place
of voting controlling
business rights interests
---------- --------- -----------
% %
---------- --------- -----------
December 31,
2015:
Cyprus
and
Cote
DekelOil SIVA d'Ivoire 51% 49%
December 31,
2014:
Cyprus
and
Cote
DekelOil SIVA d'Ivoire 51% 49%
b. Summarized financial data of subsidiary:
31 December
--------------------
2015 2014
--------- ---------
Euros in thousands
--------------------
Statement of financial position
at reporting date (as presented
in the subsidiary's financial
statements):
Current assets 1,534 1,536
Non-current assets 28,828 28,426
Current liabilities (6,846) (4,791)
Non-current liabilities (12,225) (19,535)
--------- ---------
Total equity 11,291 5,636
========= =========
Year ended
31 December
--------------------
2015 2014
--------- ---------
Euros in thousands
--------------------
The subsidiary's operating
results (as presented in
the subsidiary's financial
statements):
Revenues 23,436 9,973
Net income (loss) and total
comprehensive income (loss) 845 (1,763)
Year ended
31 December
--------------------
2015 2014
--------- ---------
Euros in thousands
--------------------
The subsidiary's cash flows
(as presented in the subsidiary's
financial statements):
From operating activities 1,128 10
From investing activities (1,550) (4,896)
From financing activities (228) 5,435
--------- ---------
Net increase (decrease) in
cash and cash equivalents (650) 549
========= =========
Balances of non-controlling interests:
31 December
---------------------
2015 2014
------- -----------
Restated
------- -----------
Euros in thousands
---------------------
DekelOil SIVA 5,041 2,148
Income (loss) attributable to non-controlling interests:
Year ended
December 31,
--------------------
2015 2014
------- -----------
Euros in thousands
--------------------
DekelOil SIVA 434 (1,165)
NOTE 24:- SUBSEQUENT EVENTS
a. On 13 January 2016, the Company issued 1,946,371 Ordinary
shares to certain brokers as consideration for services provided.
The fair value of the shares was EUR 27 thousand.
b. In March 2016 the Company signed a long-term loan agreement
with NSIA Banque Cote d'Ivoire ("NSIA Bank") for 6 billion FCFA
(approximately EUR9.15 million) in order to refinance the Bank of
Investment and Development of CEDEAO ("EBID") loan (See also Note
10 - Long term loans). The loan shall be repaid over 7 years in
equal monthly payments. The loan shall bear interest of basic bank
rate minus 3.7% which is currently equal to 7%.
On 22 March 2016 NSIA bank transfered the funds and the EBID
loan was repaid in full.
** ENDS **
For further information please visit the Company's website or
contact:
DekelOil Public Limited
Youval Rasin
Shai Kol +44 (0) 207
Lincoln Moore 236 1177
Cantor Fitzgerald Europe
(Nomad and Broker)
Andrew Craig +44 (0) 207
Richard Salmond 894 7000
Beaufort Securities Limited
(Broker)
Saif Janjua +44 (0) 207
Elliot Hance 382 8300
Optiva Securities Limited
(Broker)
Christian Dennis +44 (0) 203
Jeremy King 137 1903
St Brides Partners Ltd (Investor
Relations)
Elisabeth Cowell +44 (0) 207
Frank Buhagiar 236 1177
Notes:
DekelOil Public Limited is a low cost producer of palm oil in
West Africa, which it is focused on rapidly expanding. To this end,
it has a 51% interest in one of the largest oil processing mills
based in Côte d'Ivoire, which has a capacity of 70,000 tons of CPO.
Feedstock for the Mill comes from mature palm oil plantations that
have been secured under long term contracts with smallholders,
however it also has nearly 1,900 hectares of its own plantations.
Furthermore, it has a world-class nursery with a 1 million
seedlings a year capacity.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR DXLFFQZFBBBX
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April 14, 2016 02:00 ET (06:00 GMT)