TIDMTCF

RNS Number : 0411Q

Terra Catalyst Fund

26 August 2014

26 August 2014

TERRA CATALYST FUND

(the "Company")

AUDITED FINANCIAL STATEMENTS

Terra Catalyst Fund ("the Company") (AIM:TCF) today announces the release of its Audited Financial Statements for the year ended 31 March 2014 ("the Financial Statements"). The full text of the Financial Statements is set out below.

An electronic copy of the Financial Statements is available on the Company's website at www.terracatalystfund.com*. Printed copies of the Financial Statements will be posted to shareholders shortly and will also be available, free of charge, for one month from the date of posting from the Company's investment manager, Laxey Partners Ltd, 4th Floor, Derby House, 64 Athol Street, Douglas, Isle of Man IM1 1JD.

*Neither the content of Terra Catalyst Fund's website nor the contents of any website accessible from hyperlinks on that website (or any other website) is incorporated into, or forms part of, this Announcement.

The Board now confirms that it intends to make a further distribution to shareholders of approximately GBP2,300,000 by way of a compulsory redemption. Full details will be made available in the next 2 weeks, and payment is anticipated to be before the 30 September 2014.

ENQUIRIES TO:

Terra Catalyst Fund

Mike Haxby, Director

www.terracatalystfund.com

Tel: +44 (0)1624 690 900

Smith & Williamson Corporate Finance Limited

Azhic Basirov

Tel: +44 (0)20 7131 4000

Terra Catalyst Fund

Audited Financial Statements

For the year ended 31st March 2013

(With report of the Independent Auditors thereon)

Directors' Report

For the year ended 31(st) March 2014

The Directors have pleasure in presenting their report and audited financial statements of the Company for the year ended 31(st) March 2014.

The Company

Terra Catalyst Fund (the "Company" or "TCF") wasincorporated in the Cayman Islands on 21(st) December 2007 and was admitted to the AIM market of the London Stock Exchange plc, on 25(th) February 2008. The principal activity of the Company is that of a closed-end investment fund.

Investment Objective

The investment objective of the Company changed at the Annual General Meeting on 25(th) September 2012 when a Realisation Resolution was approved by shareholders. The new investment objective and policy is to seek realisation of the Company's portfolio of investments in the ordinary course of business and, subject to retaining sufficient cash to meet operating costs and liabilities, to return the net proceeds of all such realisations to Shareholders on a periodic basis, following which the Company will be wound-up.

The Company will make no new investments except follow on investments required to protect the interests of the Company.

Results and Distributions

The Net Asset Value per share of the Company at 31(st) March 2014 was GBP2.08 (31(st) March 2013: GBP0.76).

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

In addition, the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards, as adopted by the EU.

The financial statements are required to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the Directors are required to:

   -     select suitable accounting policies and then apply them consistently; 
   -     make judgements and estimates that are reasonable and prudent; 

- state whether they have been prepared in accordance with International Financial Reporting Standards; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with International Financial Reporting Standards as adopted by the European Union (EU). They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction to another.

The Directors have resolved to prepare the financial statements for each financial year.

Directors

The Directors who held office during the year and to date were as follows:

 
 Robert Thomas Ware (Chairman) 
 Martin Michael Adams 
  Michael Andrew Haxby 
 

As at 31(st) March 2014 the interests of the Directors in the issued share capital of the Company was as follows:

 
                         Number of 
 Director                   Shares 
 
 Martin Michael Adams        7,536 
 Michael Andrew Haxby       13,842 
 Robert Thomas Ware        34,607* 
 

*Robert Thomas Ware's shares are held in his Self-invested Personal Pension

Details of Directors' Remuneration for the year are given in Note 18.

Auditors

Our Auditors, KPMG Audit LLC, being eligible, have expressed their willingness to continue in office.

For and on behalf of the Board of Directors on 22(nd) August 2014.

Michael Andrew Haxby Martin Michael Adams

Director Director

Investment Manager's Report

For the year ended 31(st) March 2014

Portfolio Review and Investment Activity

As at 31(st) March 2014 there were only two material positions remaining, Spazio Investment NV ("Spazio") and Tamar European Industrial Fund Limited ("Tamar"). Updates for both are given below.

Spazio

Carrying Value

The carrying value per share of Spazio in these financial statements is EUR6.43 per share, which is equivalent to the EUR7.04 net asset value per share from the 31st December 2013 audited financial statements of Spazio, adjusted for the recent tax settlement of EUR14,000,000. The tax settlement is discussed in more detail later in this report.

The previous carrying value of Spazio of EUR2.47 per share had been an estimate of realizable value, intended to reflect the discounts and costs (including provisions for legal and other costs) required to sell assets of Spazio in a short period of time, settle liabilities and return cash to its shareholders. As there has been a subsequent change of investment strategy at Spazio the basis of valuation has also been changed. The debt contracted by the Spazio group has been re-negotiated on terms more appropriate to the remaining portfolio and the settlement of the tax dispute represents a good solution in order to close the case and reduce significantly the risk associated with investment in Spazio and the management of its assets.

Summary

The new management arrangements for Spazio have resulted in cost savings and a renewed focus on the management of its extensive property portfolio. Although the Italian market remains weak, there are signs of recovery and a growing interest from domestic and international investors. Spazio has successfully renegotiated the debt that was due to expire in October on terms that are pleasing to its directors. However, the cash sweep terms of the debt mean that distributions back to TCF shareholders will only come from substantial asset sales. To date, Spazio has managed to return EUR3.38 per share to shareholders. Lastly, the Investment Manager is very pleased to report the settlement of the outstanding tax case against Spazio.

Business Update

At the 31(st) December 2013 the NAV per share for Spazio was EUR7.04.

It has been a busy and successful year for Spazio: new arrangements for managing the structure are saving considerable amounts of cash as well as increasing the quality of the resources available.

By way of recap, in September 2012 Spazio resolved to replace the Spazio Industriale Fund Manager (Prelios SGR) in favour of Idea Fimit SGR. This was subject to discussions with Bank of Italy and agreement within the Spazio banking consortium. When Fimit were formally appointed as SGR in May last year, and as part of the discussions with the banks, the debt was re-negotiated at the same time (details below). In addition, the existing Corporate Management Agreement with Prelios Netherlands B.V was terminated, and a new one signed with TMF Netherlands B.V, a long established Dutch trust company.

In July 2013, as part of the transfer to Idea Fimit SGR, the property and facility management services were transferred to Innovation Real Estate S.p.A. (along with their sub-contractor Aicom S.p.A.)

Following these changes, Spazio purchased all of the shares in Celtic Italy s.r.l, the property agent (of Spazio) for a nominal consideration of EUR20k. What this means is that the services of Celtic Italy are now being provided to Spazio at cost and without a profit margin mark up being paid away to 3rd party agents. In addition, there are now 3rd party revenue streams that have real potential to grow as activity in Italy slowly begins to pick up.

Spazio is already seeing the benefits of these changes. Not just in reduced fees and costs compared to the old regime, but more importantly via a renewed focus on managing the portfolio of assets properly. Since Idea Fimit took over as SGR, Spazio has received regular asset-by-asset updates on capex and leasing initiatives, detailed cash flow forecasts and portfolio information.

The relationship with Idea Fimit is much more productive, and the people at Idea Fimit and Celtic Italy are working together closely with a high degree of professionalism. This should result in much better asset management and Laxey is very encouraged by the work done so far.

Portfolio

Spazio Industriale Fund ("Spazio Fund") owns a portfolio of 170 properties with predominantly industrial and logistics use, located throughout Italy and with a total open market value (OMV) at 31(st) December 2013 of EUR359.5m.

This comprises the following:

   --     149 telephone exchanges, of which 144 are leased to Telecom Italia SpA (OMV of EUR152.4m); 
   --     8 industrial / logistics properties leased or to be leased (OMV of  EUR117.5m); 

-- two portfolios of properties defined as Vacant Trading and Small Reconversion (OMV of EUR10.2m);

-- a completed and mostly sold development property in Milan called "Edificio16" (OMV of EUR4m); and

-- a logistics park in Portogruaro with logistic/industrial use, partially built, called Eastgate Park (OMV of EUR75.4m).

As at 31(st) December 2013 these properties had a total annualised passing rent of approximately EUR17.4m.

Such a wide ranging property portfolio requires different skills to be employed in order to maximise value, and this has underpinned many of the changes made to the management of the portfolio since the introduction of the new SGR and the re-negotiation of the bank debt in May 2013.

The new debt terms, combined with the sluggish Italian industrial property market, a lack of available debt, and the fact that many of the leases on Spazio Fund's properties were nearing the end of their agreed term, have meant that the focus of management has necessarily shifted from sales to re-leasing and redevelopment of existing properties. Spazio Fund has focused on asset management and improving the income profile of its portfolio to longer leases, and has had a successful year in this regard. Although the market is thin at present, there are signs of recovery and a growing interest from domestic and international investors.

The lease on the biggest single asset in the portfolio, at Sesto San Giovanni in Milan, has recently been extended and Spazio Fund is currently negotiating a lease extension with Telecom Italia, which if concluded will mean that over 50% of the portfolio (by value) will have an excellent long term income profile. Rental income from Telecom Italia is expected to be 6% higher than anticipated in the business plan, which would be an excellent result. There are also other assets with shorter leases that are being worked on in conjunction with tenants, to enhance their saleability and valuation. During the year to 31(st) December 2013, Spazio Fund sold EUR2.4m of property.

Significant resources are being allocated to reduce the vacancy rate. The current vacancy rate by area is 27%. This excludes Eastgate Park, due to the sizeable development land holdings there. Each property is different, but there are two broad categories of vacant property. The first is that which needs to be re-let, normally following a degree of capex, and the second is where the property is to be sold off for re-development into other uses. Eastgate Park is different again, containing as it does a very sizeable portion of future development land.

A good example of the former category is the property in Tivoli, near Rome, where following the vacation of the former tenant, extensive works were undertaken at a cost of EUR3.2m in order to turn the asset into an attractive location for potential tenants. Following the agreement of a number of leases, this property is close to becoming 100% let on terms that are likely to better those anticipated in the business plan.

The latter category includes some smaller assets, such as one in Portoferraio, which is being sold for approximately EUR2.6m and is suitable for other uses. In addition to other assets like Portoferraio, there are larger ones like Pavia with a site size of approx. 55,000 sqm. Some of the existing buildings are suitable for redevelopment, while others are not and the local municipality has already approved a new urban plan, which should allow redevelopment of about half of the site into residential and commercial. The remainder is being re-leased and Spazio Fund recently signed a lease contract for one of the existing warehouses. Clearly this is a long term project that will require further master plan approval, some infrastructure works and the eventual sale of "oven ready" plots to developers and end users. Whilst this will inevitably impact the liquidity of the site and the income generated from existing properties, it should create significant value for Spazio over the longer term.

Eastgate Park at Portogruaro has been challenging to manage in recent years as local infrastructure plans have taken longer than hoped to complete. The completion of the infrastructure works is now expected by the end of 2014 and should, along with an improving market, widen the market of potential occupiers for the site, both for existing buildings and the development land.

There are detailed asset management plans for all the Spazio Fund assets and Laxey is pleased with the progress Idea Fimit and Celtic Italy are making. An improving market will help, and there are early signs that investor and tenant interest is beginning to pick up in Italy from the low levels of 2013.

Bank financing

On the 14(th) May 2013, Spazio Fund signed a term sheet with its lending banks to extend the debt that was due to expire in October 2013. These two facilities will carry a cost of 250 basis points above 3 month EURIBOR and have each been hedged. Given the conditions in the Italian market, the directors of Spazio are extremely satisfied with the cost of the new debt.

The debt structure of Spazio Fund is shown below:

   --     Jumbo Loan - EUR182.3m fixed until 31(st) October 2016 at an all in cost of 3.27% 
   --     EGP Loan - EUR43.7m fixed until 31(st) December 2015 at an all in cost of 3.1% 

At the 31(st) December 2013 the remaining balances on these facilities were: EUR180.4m for the jumbo loan; and EUR38.1m for the EGP loan. This compares to a total loan amount of EUR430m in December 2008, the last year before Laxey took control of the company.

For TCF shareholders, the new debt terms and the cash sweeps in place mean that from October 2013, free cash for distributions will only come from substantial property sales. Furthermore, even if Spazio Fund is in a position to release sales proceeds for distribution the proportion of this cash will be lower than it was previously. To date, Spazio has managed to return EUR3.38 per share to shareholders, or 66% of the bid price, but shareholders should not expect further substantial returns in the short to medium term.

Tax update

Shareholders will be aware of the three separate tax issues that Spazio has been obliged to deal with in recent years. Laxey is very pleased to be able to report that all three have been successfully addressed including the longest running and most extensive, details of which are below. This is a great result and allows Spazio to focus exclusively on managing the portfolio and structure in the best long term interests of shareholders.

Following an investigation into the tax residency of Spazio during the years 2006 to 2009, the Italian tax authorities alleged that Spazio had its place of effective management in Italy and as a result was liable to taxation as an Italian-resident corporation.

The investigation was centred on whether the way certain corporate management services were provided to Spazio had caused it to be liable to taxation as an Italian corporation. Specifically the authorities alleged that, on the basis of numerous email exchanges obtained through a tax audit within the Pirelli group, Spazio was effectively managed from Pirelli's premises by a team operating in Italy, and that as a consequence was resident in Italy during those years. In addition, the tax authorities considered that Spazio had its main business purpose in Italy, where its real estate investments were located.

Tax advisors engaged by Spazio concluded that the residency assertion could be challenged before tax courts. However, they also cautioned against the possible risk of a negative judgment if the tax courts (or, ultimately, the Supreme Court) were to endorse the position of the Italian tax authorities. According to advisors, the maximum litigation risk for FYs 2006-2008 was estimated at around EUR46.6m (including additional taxes and penalties).

An alternative form of redress eventually resulted in the tax authorities agreeing to settle the years under investigation via a mutually acceptable estimation of an arm's length profitability on proceeds to be taxed in Italy, taking into account corporate functions performed therein (but without the admission of being a tax resident of Italy).

In the 2012 TCF Annual Report, it was disclosed that if the Italian tax authorities concluded that Spazio was liable for these taxes, a reasonable estimate of the total tax liability (including penalties) would amount to approximately EUR18.6m. Laxey is pleased to report that due to the efforts of the directors of Spazio and their advisors, this case has now been settled with the tax authorities for EUR14m, including interest for late payment.

Tamar

After becoming frustrated with the pace of disposals and the lack of returns of cash to shareholders, Laxey requested that Rob Turner join the board, principally to have the opportunity to review non-public information and better understand the steps the company was taking to return cash to shareholders. He joined the board on the 29(th) May 2014 and an agreed offer was made on the 16(th) June 2014. Laxey is pleased that Rob joined the board and a recommended offer swiftly followed.

On the 16(th) June 2014 Tamar announced that a cash offer for the company had been made at 38.25p per share by Starwood, and that its board had recommended it in line with the stated policy of the company to dispose of assets and realise value for shareholders.

On the 4(th) August 2014, the offer was declared unconditional with acceptances having reached 96% of the shares.

This offer concludes the efforts of Tamar to sell its assets and return cash to shareholders. A process that started with the sale of the Nordic portfolio and continued with the company marketing the remaining assets widely.

Tamar is carried at 34p per share in these financial statements. The takeover price of Tamar is 38.25p per share.

Corporate Governance Statement

The Company's shares are quoted on the AIM market of the London Stock Exchange. As an AIM quoted company, the Company is not required to follow the provisions of the Combined Code as set out in the UK Financial Services Authority Listing Rules. However, the Board is committed to high standards of corporate governance and a summary of the main elements of corporate governance are described below:

Board of Directors

The composition of the Board is set out on page 1. The Board meets regularly and is provided with relevant information on financial, business and corporate matters prior to meetings.

The following committees deal with specific aspects of the Company's affairs:

Audit Committee

The Audit Committee is responsible for reviewing the adequacy of the Company's internal controls, accounting policies and financial reporting and provides a forum through which the Company's external auditors report to the Company.

The Audit Committee comprises Martin Adams (Chairman) and Robert Ware.

Remuneration Committee

The Remuneration Committee is responsible for setting the remuneration of Directors. The Remuneration Committee comprises Robert Ware (Chairman) and Martin Adams.

Nomination Committee

The Nomination Committee is responsible for making recommendations regarding the composition of the Board. The Nomination Committee comprises Robert Ware (Chairman) and Martin Adams.

Management and Engagement Committee

The Management and Engagement Committee is responsible for the supervision of the Investment Manager and its performance under the Investment Management Agreement. The Management and Engagement Committee comprises Robert Ware (Chairman) and Martin Adams.

Internal Control

The Directors are responsible for establishing and maintaining the Company's system of internal control. This system of internal control is designed to safeguard, as far as is reasonably practical, the Company's assets and to ensure proper accounting records are maintained and that financial information produced by the Company is reliable. There are inherent limitations in any system of internal control and such a system can provide only reasonable, but not absolute, assurances against material misstatement or loss. The Directors, through the Audit Committee, have reviewed the effectiveness of the Company's system of internal control.

Report of the Independent Auditors, KPMG Audit LLC,

To the Members of Terra Catalyst Fund

We have audited the accompanying financial statements of Terra Catalyst Fund for the year ended 31(st) March 2014, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs), as adopted by the EU.

The report is made solely to the Company's members, as a body. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or the opinion we have formed.

Respective responsibilities of Directors and Auditor

As explained more fully in the Statement of Directors' Responsibilities set out on page 2, the Directors are responsible for the preparation of financial statements that give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.

Opinion on the financial statements

In our opinion the financial statements:

-- give a true and fair view of the state of the Company's affairs as at 31(st) March 2014 and of its profit for the year then ended; and

   --    have been properly prepared in accordance with IFRSs, as adopted by the EU. 

Emphasis of matter - valuation of investments

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in note 6 to the financial statements concerning the valuation of the holding in Spazio Investment NV ("Spazio") of GBP32,559,900. This is stated at Directors' valuation, with the advice of the Investment Manager, in the absence of readily ascertainable and reliable market values and is based on the net asset value of Spazio per its latest audited accounts as at 31(st) December 2013, less EUR14m in respect of a tax settlement that was agreed after Spazio's year end. Due to the inherent uncertainty associated with the determination of the valuation, the amount realised on disposal may differ materially from the amount at which it is stated in the financial statements. The impact of such uncertainty cannot be quantified.

KPMG Audit LLC

Chartered Accountants

Heritage Court

41 Athol Street

Douglas

Isle of Man IM99 1HN

Statement of Comprehensive Income

For the year ended 31(st) March 2014

 
                                                                        2014                    2013 
                                                 Notes                   GBP                     GBP 
 Income 
 
 Distributions on long equity securities 
  and investment funds                                               265,539               5,512,731 
 Interest - Cash balances                                             10,281                  14,027 
 Net realised (losses)/gains on financial 
  assets and liabilities 
 at fair value through profit or loss 
     - Cash balances                                                  10,868               (235,254) 
     - Equities and Funds                                        (4,061,212)            (31,599,652) 
     - Derivatives                                                         -                (45,742) 
     - Forwards                                                    (175,318)               1,735,723 
 Net unrealised gains / (losses) on financial 
  assets and liabilities 
 other than currency forwards at fair value 
  through profit or loss 
     - Cash balances                                                 (7,319)                   3,224 
     - Equities and Funds                                         24,344,040              24,270,779 
     - Derivatives                                                         -                  61,558 
 Net unrealised losses on currency forwards 
 at fair value through profit or loss                                (3,796)                (61,890) 
 Total net investment income/(expense)                            20,383,083               (344,496) 
                                                        --------------------  ---------------------- 
 
 Expenses 
 Investment management fee                         4                 313,138                 862,487 
 Administration fee                                5                  30,460                  86,007 
 Audit fees                                                           25,455                  16,560 
 Directors' remuneration                          18                 100,000                 164,436 
 Other expenses                                                      267,647                 370,708 
 Interest expense - Cash balances                                     83,267                 160,470 
 Total expenses                                                      819,967               1,660,668 
                                                        --------------------  ---------------------- 
 
 Profit/(loss) for the year                                       19,563,116             (2,005,164) 
                                                        --------------------  ---------------------- 
 
 Other comprehensive income                                                -                       - 
 
 Total comprehensive income/(expense) for 
  the year                                                        19,563,116             (2,005,164) 
                                                        ====================  ====================== 
 
 Gain / (loss) per ordinary share 
 Basic and fully diluted                          12                 GBP0.87              (GBP 0.03) 
                                                        --------------------  ---------------------- 
 

Statement of Financial Position

As at 31(st) March 2014

 
                                                                               2014                  2013 
                                                  Note                          GBP                   GBP 
 Current Assets 
 Cash at bank and brokers                          15                       721,781             3,016,238 
 Equities - long at fair value through profit 
  or loss                                          6                     32,569,969            15,548,305 
 Investment funds - long at fair value through 
  profit or loss                                   6                      3,284,876             4,824,027 
 Amounts receivable on currency forwards          13.5                            -                 3,796 
 Amounts due for outstanding sale settlements                                     -                11,908 
 Other debtors and accrued income                  9                        103,741                 4,440 
 Total Assets                                                            36,680,367            23,408,714 
                                                        ===========================  ==================== 
 
 Equity 
 Share capital                                     7                        176,051               305,227 
 Share premium                                     8                     55,214,300            61,335,332 
 Retained losses                                   8                   (18,828,293)          (38,391,409) 
                                                        ---------------------------  -------------------- 
 Total Equity                                                            36,562,058            23,249,150 
                                                        ---------------------------  -------------------- 
 
 
 Liabilities 
 Overdrawn balances at brokers                     15                             -                    64 
 Other creditors and accrued expenses              10                       118,309               159,500 
                                                        ---------------------------  -------------------- 
 Total liabilities                                                          118,309               159,564 
 
 Total liabilities and equity                                            36,680,367            23,408,714 
                                                        ===========================  ==================== 
 
 Net asset value per ordinary share                11                          2.08                  0.76 
                                                        ===========================  ==================== 
 

These accounts were approved and authorised by the Board of Directors on 22(nd) August 2014 and are signed on their behalf by:

   Michael Andrew Haxby                                   Martin Michael Adams 
   Director                                                           Director 

Statement of Changes in Equity

For the year ended 31(st) March 2014

 
                                  Share                     Share                  Retained 
                                Capital                   Premium                    losses                      Total 
 
                                    GBP                       GBP                       GBP                        GBP 
 
 Balance at 1(st) 
  April 2012                    958,576                98,252,523              (36,386,245)                 62,824,854 
 
 Total 
 comprehensive 
 income 
 Loss for the year                    -                         -               (2,005,164)                (2,005,164) 
 Other                                -                         -                         -                          - 
 comprehensive 
 income 
 
 Transaction with 
 owners recorded 
 directly 
 in equity: 
 Contributions by 
 and distributions 
 to owners 
 Distribution                         -               (1,917,151)                         -                (1,917,151) 
 Repurchase of 
  shares                      (653,349)              (35,000,040)                         -               (35,653,389) 
 
 Balance at 31(st) 
  March 2013                    305,227                61,335,332              (38,391,409)                 23,249,150 
                     ==================  ========================  ========================  ========================= 
 
                                  Share                     Share                  Retained 
                                Capital                   Premium                    losses                      Total 
 
                                    GBP                       GBP                       GBP                        GBP 
 
 Balance at 1(st) 
  April 2013                    305,227                61,335,332              (38,391,409)                 23,249,150 
 
 Total 
 comprehensive 
 income 
 Profit for the 
  year                                -                         -                19,563,116                 19,563,116 
 Other                                -                         -                         -                          - 
 comprehensive 
 income 
 
 Transaction with 
 owners recorded 
 directly 
 in equity: 
 Contributions by 
 and distributions 
 to owners 
 Repurchase of 
  shares                      (129,176)               (6,121,032)                         -                (6,250,208) 
 
 Balance at 31(st) 
  March 2014                    176,051                55,214,300              (18,828,293)                 36,562,058 
                     ==================  ========================  ========================  ========================= 
 

Statement of Cash Flows

For the year ended 31(st) March 2014

 
                                            Note                                 2014                            2013 
                                                                                  GBP                             GBP 
 Cash flows from operating activities: 
 Distribution received                                                        161,853                       5,546,931 
 Interest received                                                             10,513                          13,740 
 Prepaid expenses                                                               1,722                           5,009 
 Management fee paid                                                        (347,163)                       (853,759) 
 Administration fee paid                                                     (31,078)                        (93,328) 
 Other expenses paid                                                        (397,218)                       (553,406) 
 Interest paid                                                               (83,267)                       (172,208) 
 Decrease in cash held as margin                                                    -                           1,770 
 Purchase of investments                                                    (129,849)                       (661,471) 
 Proceeds from sales of investments                                         4,770,302                      28,782,369 
 Net cash flow from operating activities     14                             3,955,815                      32,015,647 
                                                  -----------------------------------  ------------------------------ 
 
 Cash flows from financing activities: 
 Distribution paid                                                                  -                     (1,917,151) 
 Repurchase of shares                                                     (6,250,208)                    (24,630,549) 
 Net cash flow from financing activities                                  (6,250,208)                    (26,547,700) 
                                                  -----------------------------------  ------------------------------ 
 
 (Decrease)/increase in cash and cash 
  equivalents                                                             (2,294,393)                       5,467,947 
                                                  ===================================  ============================== 
 
 Opening cash and cash equivalents                                          3,016,174                     (2,451,773) 
 
 Closing cash and cash equivalents           15                               721,781                       3,016,174 
                                                  ===================================  ============================== 
 

Notes to the financial statements

For the year ended 31(st) March 2014

   1.              General 

The Company was incorporated in the Cayman Islands on 21(st) December 2007 and its shares were admitted to the AIM market of the London Stock Exchange plc, on 25(th) February 2008.

   2.         Accounting policies 
   (a)        Basis of preparation 

The financial statements of the Company have been prepared in accordance with the historical cost convention as modified by the revaluation of investments. The principal accounting policies which have been applied are set out below. Such policies are in accordance with and comply with International Financial Reporting Standards ("IFRS"), as adopted by the EU.

The Company has adopted IFRS 13: Fair Value Measurement with an initial application date of 1(st) April 2013. IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements, when such measurements are required or permitted by IFRSs. In particular, it unifies the definition of fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date. It also replaces and expands the disclosure requirements about fair value measurements in other IFRSs, including IFRS 7 Financial Instruments: Disclosures.

In accordance with the transitional provisions of IFRS 13, the Company has applied the new fair value measurement guidance prospectively. Notwithstanding the above, the change had no significant impact on the measurements of the Company's assets and liabilities.

The Company has adopted the Pound Sterling (GBP) as its measurement and reporting currency in which shares are issued.

   (b)        Financial assets and liabilities 

Classification

The Company classifies its investments in equities and investment funds, and related derivatives, and futures as financial assets or financial liabilities at fair value through profit or loss. These financial assets and financial liabilities are classified as held for trading or designated by the Board of Directors at fair value through profit or loss at inception.

Financial assets or financial liabilities held for trading are those acquired or incurred principally for the purposes of selling or repurchasing in the short term. Derivatives are also categorised as financial assets or financial liabilities held for trading. The Company does not classify any derivatives as hedges in a hedging relationship.

The Company makes short sales in which a borrowed security is sold in anticipation of a decline in the market value of that security, or it may use short sales for various arbitrage transactions. Short sales are classified as financial liabilities at fair value through profit or loss.

Recognition/derecognition

Purchases and sales of investments are accounted for on the date the securities are purchased or sold. Investments are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership. The computation of the cost of sale of securities is made on the first in first out basis. Realised and unrealised gains and losses are recognised in the profit or loss, and are shown net of all estimated broker charges.

Measurement

Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair value. Transaction costs are expensed in the Statement of Comprehensive Income. Subsequent to initial recognition, all financial assets and financial liabilities at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of the 'financial assets or financial liabilities at fair value through profit or loss' category are presented in the Statement of Comprehensive Income in the period in which they arise.

Valuation of financial instruments

IFRS 13 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level I - Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded equity securities and are valued at the closing bid price on a national securities exchange on the valuation date. Securities sold, not yet purchased that are listed or dealt on a national securities exchange are valued at the closing offer price on the valuation date. As required by IFRS 13, the Company does not adjust the quoted price for these investments even in situations, if any, where the Company holds a large position and a sale could reasonably impact the quoted price.

Level II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, are valued at prices for similar assets or liabilities in markets that are not active, or determined through the use of models or other valuation methodologies. Investments which are generally included in this category are publicly traded equity securities with restrictions and derivative contracts.

Level III - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value of these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, independent appraisals of the values of the underlying properties, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

Unrealised gains and losses resulting from recording securities and derivative financial instruments at fair value are included in net unrealised appreciation/(depreciation) in the Statement of Comprehensive Income.

All financial assets and liabilities not stated at fair value in the financial statements are catagorised as level 2 in the fair value hierarchy.

The Company may hold the following derivative instruments:

Forward currency contracts

A forward currency contract is a contract to purchase or sell a specified amount of foreign currency at an agreed future date at an exchange rate determined on the date the contract is made. The contracts are valued at the forward rate at the close of business at year end and the Company's equity therein, representing unrealised gains or losses on the contracts, is included in the net current assets. Realised gains and losses are recorded when the contract is closed.

(c) Income

Dividend income is recognised in the Statement of Comprehensive Income when the relevant investment is first listed ex-dividend and is shown net of withholding taxes. Other income is recognised on a receivable basis.

(d) Taxation

Under current laws of the Cayman Islands, there are no income, estate, transfer, sales or other taxes payable in the Cayman Islands by the Company.

(e) Fair values

The Company's financial instruments are investments, cash, accrued income, broker receivables, forward currency contracts, accrued expenses, broker payables and other derivatives. The value of these financial instruments in the financial statements approximates to their fair value.

(f) Cash and cash equivalents

Cash and cash equivalents comprise cash balances held at banks together with bank overdrafts. The banks overdrafts are repayable on demand and form an integral part of the Company's cash management.

(g) Accrued expenses

Accrued expenses are recognised at fair value and subsequently stated at amortised cost using the effective interest rate method.

(h) Translation of foreign currencies

Foreign currency transactions during the year are translated into Pounds Sterling at the rates of exchange ruling at the dates of the transactions. Assets and liabilities denominated in foreign currencies are translated into Pounds Sterling at the rates of exchange ruling at the balance sheet date. Exchange differences are included in the Statement of Comprehensive Income.

(i) Future changes in accounting policies

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31(st) March 2014, and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the measurement of the amounts recognized in the Funds financial Statements; however, IFRS 9, Financial Instruments ("IFRS 9") may change the classification of financial assets.

There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the fund.

   3.         Critical accounting estimates and assumptions 

The preparation of financial statements in conformity with IFRS as adopted by the EU requires the Directors to make estimates and assumptions that affect the reported amounts in the financial statements. The Directors believe that the estimates utilised in preparing its financial statements are reasonable and prudent, however, actual results could differ from these estimates. The most significant estimates and judgements that are required to be made are in respect of the valuation of investments for which no reliable market price is available (see note 6).

   4.         Investment Management fee 

Management fee basis to 25(th) September 2012:

The Investment Manager was paid an annual management fee of 0.5% of the Net Asset Value ("NAV"), paid monthly in arrears, which was determined based on the NAV before any deduction was made for accrued performance fees.

In the event that closing adjusted NAV per share for the relevant financial period (as further adjusted to add back the aggregate value of the management fee paid during the relevant financial period) was greater than the opening adjusted NAV per share for the relevant financial period, the Investment Manager was entitled to receive an additional one-off payment equal to the amount needed to put the Investment Manager in the position it would have been in had the monthly management fees been paid on the basis of one twelfth of 2% of the monthly NAV.

In addition, the Company paid an annual performance fee per share to the Investment Manager equivalent to 20% of the excess of the NAV adjusted to add back the value of any dividends or other distributions (including buy-backs) paid during the year over a hurdle rate of 8% per annum (non-compounded). There was no performance fee payable for the year.

Management fee basis from 25(th) September 2012 to 24(th) September 2013:

The Investment Manager was paid an annual management fee of 2.0% of the NAV, paid monthly in arrears.

The Investment Manager was also paid 1.5% of any distributions made to shareholders.

Management fee basis from 25(th) September 2013:

- A monthly payment of one twelfth of 0.5% of the NAV, less the carrying value of the Company's indirect interest in Spazio NV;

   -     1.5% of any distributions made to shareholders. 

Aggregate management fees payable during the year were GBP313,138 (2013: GBP862,487) of which GBP93,753 (2013: GBP343,380) related to distribution fees. Fees of GBP1,700 (2013: GBP35,725) were outstanding at the year end.

The agreement between the Company and the Investment Manager may be terminated subject to twelve months' notice by either party.

   5.         Administration fee 

The Company pays a fee to the Administrator at the rate of 0.16% per annum of the NAV. The fee is calculated and paid on a monthly basis.

The agreement between the Company and the Administrator may be terminated subject to three months' notice by either party.

   6.         Investments 
 
                          2014         2013 
                           GBP          GBP 
 
 Long positions: 
 Market value       35,854,845   20,372,332 
                   ===========  =========== 
 
 Cost               18,503,518   27,365,042 
                   ===========  =========== 
 

The Company's accounting policy on fair value measurement is disclosed in note 2.b. All securities owned and sold are categorised as Level I for valuation purpose, except for those noted below under Level III and all investments in derivatives which are categorised as Level II for valuation purposes. The changes in the investments classified as Level III are as follows:

 
                                                             2014                    2013 
                                                              GBP                     GBP 
 
 Balance at 1(st) April                                12,801,395              19,699,791 
 
 Purchases                                                      -                       - 
 Sales                                                          -             (3,952,035) 
 Realised (losses)/gains                                        -             (3,702,077) 
 Movement in unrealised gains/(losses)                 19,758,505                 755,716 
 
 Balance at 31(st) March                               32,559,900              12,801,395 
                                         ========================  ====================== 
 
 Cost of investments held at year 
  end                                                  13,988,345              13,988,345 
                                         ========================  ====================== 
 

Investment categorised as Level III comprise Spazio Investment NV ("Spazio").

The Company has an interest in 6,128,610 shares of Spazio valued at GBP32,559,900, or 88.77% of the Total Assets of the Company as at 31(st) March 2014. The Directors, with the advice of the Investment Manager, has resolved to carry the investment at EUR6.4264 per share (2013: EUR2.47 per share). This valuation is the NAV per share of Spazio, per its latest audited financial statements as at 31(st) December 2013, less a settlement agreed with the Italian tax authorities of EUR14,000,000.

The previous carrying value of Spazio of EUR2.47 per share had been an estimate of realizable value, intended to reflect the discounts and costs (including provisions for legal and other costs) required to sell assets of Spazio in a short period of time, settle liabilities and return cash to its shareholders. As there has been a subsequent change of investment strategy at Spazio the basis of valuation has also been changed. The debt contracted by the Spazio group has been re-negotiated on terms more appropriate to the remaining portfolio.

The Company held a 26.7% interest in Spazio as at 31(st) March 2014 (2013: 26.7%)

The aggregate of realised gains/losses and movement in unrealised gains/losses for the year resulting from Spazio recorded in the Statement of Comprehensive Income amounted to a loss of GBP19,758,505 (2013: loss of GBP2,946,361).

   7.       Share capital 
 
                                             2014                   2014                   2013                   2013 
                                           Number                    GBP                 Number                    GBP 
 
 Ordinary shares of 
  GBP0.01 each                      1,000,000,000             10,000,000          1,000,000,000             10,000,000 
                                                              10,000,000                                    10,000,000 
                                                   =====================                         ===================== 
 
 
                                             2014                   2014                   2013                   2013 
                                           Number                    GBP                 Number                    GBP 
 Issued share capital 
 At 1(st) April                        30,522,669                305,227             95,857,542                958,576 
 Issued during year                             -                      -                      -                      - 
 Repurchased during year             (12,917,602)              (129,176)           (65,334,873)              (653,349) 
                                       17,605,067                176,051             30,522,669                305,227 
                            =====================  =====================  =====================  ===================== 
 
   8.         Reserves 
 
                                                           2014           2013 
                                                            GBP            GBP 
 Share Premium 
 
 At 1(st) April                                      61,335,332     98,252,523 
 Relating to repurchase of shares                   (6,121,032)   (35,000,040) 
 Relating to distribution                                     -    (1,917,151) 
 At 31(st) March                                     55,214,300     61,335,332 
                                        =======================  ============= 
 
 
 Retained losses 
 At 1(st) April                                    (38,391,409)   (36,386,245) 
 Total comprehensive income/(expense) 
  for the year                                       19,563,116    (2,005,164) 
 At 31(st) March                                   (18,828,293)   (38,391,409) 
                                        =======================  ============= 
 
   9.       Other debtors and accrued income 
 
                                            2014                   2013 
                                             GBP                    GBP 
 
 Dividends receivable                    103,686                      - 
 Prepaid consulting fees                       -                  4,153 
 Interest receivable                          55                    287 
                                         103,741                  4,440 
                           =====================  ===================== 
 
   10.        Other creditors and accrued expenses 
 
                                          2014      2013 
                                           GBP       GBP 
 
 Administration fee payable              2,250     2,868 
 Accounting fees payable                 7,000     6,674 
 Audit fee payable                      12,000     8,280 
 Corporate secretarial fees payable      2,000     4,000 
 Directors' fees payable                25,000    25,000 
 Investment management fee payable       1,700    35,725 
 Other items payable                    68,359    76,953 
                                       118,309   159,500 
                                      ========  ======== 
 
   11.        Net asset value per share 
 
 
 
                          2014        2014         2013        2013 
                         Total   Per Share        Total   Per Share 
                           GBP         GBP          GBP         GBP 
 
 Net asset value    36,562,058        2.08   23,249,150        0.76 
                   ===========  ==========  ===========  ========== 
 
   12.        Basic and diluted gain per share 

The basic and fully diluted gain per share is based on the profit for the year of GBP19,563,116 (2013: loss of GBP2,005,164) and the weighted average number of shares in issue during the year of 22,544,070 (2012: 75,087,503).

   13.        Risk Profile 

The Company's activities expose it to a variety of financial risks: market price risk, currency risk, interest rate risk, credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance. The Company uses derivative financial instruments to moderate certain risk exposures.

   13.1      Market price risk 

Market price risk is the risk that the market price of a financial instrument will fluctuate due to changes in factors specific to the security or its issuer, factors affecting all securities traded in the market, foreign exchange rates or market interest rates.

The Company trades in financial instruments, taking positions in traded and over-the-counter instruments, including derivatives, and some unlisted instruments. Following the disposal of most of its securities the Company primarily now invests in Spazio, which represents 88.77% of total assets.

The Company is therefore exposed to the performance of Spazio, which invests in Italian property.

Market exposures to different classes of investment are shown on the Statement of Financial Position.

If the fair value of the Company's investment portfolio had increased/decreased in value by 5% as at 31(st) March 2014 the effect on net assets would have been an increase/decrease of GBP1,792,742 (2013: GBP1,018,617).

   13.2      Interest rate risk 

The majority of the Company's financial assets and liabilities are non-interest bearing. As a result, the Company is not subject to the significant amounts of risk due to fluctuation in the prevailing levels of market interest rates. Any excess cash and cash equivalents are invested at short-term market interest rates. Overdrawn balances at brokers are also subject to short-term market interest rate movements.

Cash balances and overdrawn balances at brokers are due on demand. A sensitivity analysis regarding interest rate risk has not been given as the Company is not subject to significant interest rate risk.

   13.3      Credit risk 

The Company assumes exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. The Company is exposed to credit risk in relation to its cash balances, investments and debtor balances as stated in the Statement of Financial Position.

All transactions in listed securities are traded on a delivery versus payment basis. The trade will fail if either party fails to meet its obligation. Credit risk on a derivative instrument is limited to the amount of initial margin paid plus any variation margin.

The Company mitigates credit risk through using only reputable banks and brokers. The credit worthiness of the banks and brokers are monitored by the Investment Manager.

   13.4      Liquidity Risk 

Liquidity risk may arise from the potential inability to sell a financial instrument without undue delay at a price close to its market value. The Company's policy in managing liquidity risk is to have sufficient liquid assets to meet its liabilities as they fall due, without incurring undue losses.

The Company may, from time to time, invest in derivative contracts traded over the counter, which are not traded in an organised market and may be illiquid.

The table below analyses the Company's financial liabilities and net settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the end of the financial year to the contractual maturity date. The amounts in the table are the contractual undiscounted cash flows.

 
                                Less than                         No Stated 
                                  1 month      1-12 months         maturity     Total 
                                      GBP              GBP              GBP       GBP 
                               ----------  ---------------  ---------------  -------- 
 As at 31(st) March 2014 
 Other creditors and accrued 
  expenses                        118,309                -                -   118,309 
                               ----------  ---------------  ---------------  -------- 
 Total financial liabilities      118,309                -                -   118,309 
                               ==========  ===============  ===============  ======== 
 
 
                                  Less than                         No Stated 
                                    1 month      1-12 months         maturity     Total 
                                        GBP              GBP              GBP       GBP 
                                 ----------  ---------------  ---------------  -------- 
 As at 31(st) March 2013 
 Overdrawn balances at brokers           64                -                -        64 
 Other creditors and accrued 
  expenses                          159,500                -                -   159,500 
                                 ----------  ---------------  ---------------  -------- 
 Total financial liabilities        159,564                -                -   159,564 
                                 ==========  ===============  ===============  ======== 
 
   13.5      Currency risk 

The Company holds assets denominated in currencies other than its functional currency, the Pound Sterling. It is therefore exposed to currency risk, as the value of the securities denominated in other currencies will fluctuate due to changes in exchange rates. The following table summarises the Company's exposure to foreign currencies as a percentage of net assets.

At 31(st) March 2014 the Company's exposure to foreign currency, on a look through basis, was as follows:

 
              2014         2013 
        Weighted %   Weighted % 
 GBP         9.91%        0.00% 
 EUR        90.09%       12.96% 
           100.00%       12.96% 
       ===========  =========== 
 

Forward currency contracts

The Company previously entered into forward currency contracts in order to hedge against foreign currency exchange risk and/or for speculative purposes. The amount of the contract represented the extent of the Company's participation in these financial instruments. Market risks associated with forward contracts arise due to the possible movements in foreign exchange rates underlying these instruments. Other market and credit risks include the possibility that there may be an illiquid market for the contracts, that the change in value of the contract may not directly correlate with the changes in the value of the underlying currencies or that the counterparty defaults on its obligation to perform under the terms of the contract.

At 31(st) March 2014 the Company held no net open forward contracts.

At 31(st) March 2013 the Company held net open forward contracts as set out below:

 
 Purchase         Contractual       Sale    Contractual   Unrealised 
 currency              amount   currency         amount     gain GBP 
 
 GBP               14,640,125        EUR   (17,300,000)        3,796 
                                                               3,796 
                                                         =========== 
 

14. Reconciliation of gain for the year to net cash inflow/(outflow) from operating activities

 
                                                                2014           2013 
                                                                 GBP            GBP 
 Total comprehensive income/(expense) for 
  the year                                                19,563,116    (2,005,164) 
 Net realized loss on financial assets                     4,225,662     30,144,925 
 Net unrealised gain on financial assets                (24,332,925)   (24,273,671) 
 (Increase)/decrease in revenue debtors 
  and accrued income                                        (99,301)         38,922 
 Decrease in revenue creditors and accrued 
  expenses                                                  (41,190)       (12,034) 
 Decrease in cash held as margin                                   -          1,770 
 Purchase of investments                                   (129,849)      (661,471) 
 Sale of investments                                       4,770,302     28,782,369 
 Net cash inflow from operating activities                 3,955,815     32,015,647 
                                             =======================  ============= 
 
   15.        Cash and cash equivalents 
 
                                                                       2014          2013 
                                                                        GBP           GBP 
 
 At 1(st) April                                                   3,016,174   (2,451,773) 
 (Decrease)/increase in cash and cash equivalents               (2,294,393)     5,467,947 
 At 31(st) March                                                    721,781     3,016,174 
                                                    =======================  ============ 
 
 
 Cash at bank                                                       721,781     3,016,238 
 Overdrawn balances at brokers                                            -          (64) 
                                                                    721,781     3,016,174 
                                                    =======================  ============ 
 
   16.        Prime brokerage agreements 

Under the terms of the Company's prime brokerage agreement, the prime broker holds a first fixed charge over the Company's assets and cash held with the prime broker as security for the payment and performance by the Company of its obligations to the prime broker.

   17.        Related parties 

The Company and the Investment Manager are related by virtue of the existence of a material contract as referred to in note 4. As at 31(st) March 2014, the Investment Manager owned 1,480,035 shares (2013: Nil shares) in the Company. Fees payable to the Investment Manager in respect of the year were GBP313,138 (2013: GBP519,107) of which GBP1,700 (2013: GBP35,725) was outstanding at the year end.

Michael Haxby, a Director of the Company, is also a Director of the Investment Manager and of member companies of the Spazio group. Mr Haxby receives a fee from Terra European Investments BV ("TEI"), a Spazio group company, of EUR12,000 per year.

The Investment Manager has entered into an agreement with TEI which will pay the Investment Manager an annual management fee of 0.5% based on the latest audited Spazio NAV (adjusted for the EUR14m tax settlement, if not provided for in the audited accounts), payable monthly in arrears. The fee will remunerate the Investment Manager for managing TEI's holding in Spazio. The carrying value of Spazio is not included in the calculation of the management fee paid by the Company to the Investment Manager.

Colin Kingsnorth, a director and an ultimate beneficial owner of the Investment Manager is also a director of Spazio.

The Company held a 26.7% interest in Spazio as at 31(st) March 2014 (2013: 26.7%). The Investment Manager controls 72.4% of Spazio (2013: 72.4%).

   18.        Directors' Remuneration 

Details of Directors remuneration earned in respect of the financial year by each Director of the Company acting in such capacity during the financial year are as follows:

 
                                         2014            2013 
                                          GBP             GBP 
 
 Robert Thomas Ware                    65,000          65,000 
 Martin Michael Adams                  35,000          35,000 
 Nicholas Paul James                        -          12,887 
 Aled Rhys Jones                            -          12,887 
 Andrew Morrison Shepard                    -          12,887 
 Johan Fredrik Petter Lantz                 -          25,775 
 Michael Andrew Haxby*                      -               - 
                                      100,000         164,436 
                               --------------  -------------- 
 

*Michael Haxby has waived the right to receive Directors fees from the Company while he is a director of the Investment Manager.

With effect from 25(th) September 2012, Nicholas James, Rhys Jones, Andrew Shepherd and Johan Lantz resigned as Directors of the Company receiving payment up to that date plus 3 months' severance fees in lieu of notice.

The fees detailed above are the only remuneration paid to the Directors.

   19.        Subsequent Events 

The Company sold its 9,661,400 shares in Tamar European Industrial Fund Limited ("Tamar") for 38.25p per share, as part of a takeover offer. The proceeds received by the Company on 18(th) August 2014 were GBP3,695,486. Tamar's carrying value in these financial statements is GBP3,284,876.

On 22(nd) August 2014 the Directors of the Company approved a distribution to shareholders, to be made via compulsory redemption, of approximately GBP2,300,000.

In preparing these financial statements, the Company has evaluated events that have occurred from 1(st) April 2014 through 22(nd) August 2014 (the date that the annual statements were issued/available to be issued) and except as already included in the notes to financial statements, it has determined that no events have occurred that would require recognition or additional disclosures in these financial statements.

Supplementary Information

Reconciliation of Net Asset Value to Total Equity per Statement of Financial Position as at 31(st) March 2014

 
                                                         2014          2013 
                                                          GBP           GBP 
 
 Net Assets as at 31(st) March                     16,516,621    23,249,151 
 
 
 Revaluation of Spazio Investment NV from 
  EUR 2.47 
 to EUR 6.4264 per share                           20,045,437             - 
 
 
 Shareholder's Funds per Statement of Financial 
  Position                                         36,562,058    23,249,151 
                                                  ===========  ============ 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR GMGZRDVLGDZM

Theracryf (LSE:TCF)
Historical Stock Chart
Von Nov 2024 bis Dez 2024 Click Here for more Theracryf Charts.
Theracryf (LSE:TCF)
Historical Stock Chart
Von Dez 2023 bis Dez 2024 Click Here for more Theracryf Charts.