TIDMTCF
RNS Number : 1803Z
Terra Catalyst Fund
09 December 2014
9 December 2014
TERRA CATALYST FUND
(the "Company")
Interim Financial Statements
Terra Catalyst Fund (AIM:TCF) announces its Unaudited Interim
Financial Statements for the six months to 30 September 2014 (the
"Interim Financial Statements").
The full text of the Interim Financial Statements is set out
below.
ENQUIRIES TO:
Terra Catalyst Fund Tel: +44 (0)1624 690
Mike Haxby, Director 900
www.terracatalystfund.com
Smith & Williamson Corporate Finance Tel: +44 (0)20 7131
Limited 4000
Azhic Basirov
Investment Manager's Report
For the six months ended 30(th) September 2014
Portfolio Review and Investment Activity
Following the sale of Tamar European Industrial Fund Ltd to
Starwood, and the sale of the small remaining holding in Rugby
Estates plc, the sole remaining material holding in Terra Catalyst
Fund Limited ("TCF") is now Spazio Investments NV ("Spazio").
Spazio
Carrying value
The carrying value per share of Spazio in these interim
financial statements is EUR6.43 per share. This is unchanged from
the audited financial statements of TCF at 31(st) March 2014.
The carrying value per share incorporates the EUR7.04 value per
share as per the audited financial statements of Spazio as at
31(st) December 2013, adjusted for the tax settlement, as disclosed
in the audited financial statements of TCF at 31(st) March 2014 in
which Laxey reported that due to the efforts of the directors of
Spazio and their advisors, the tax case had been settled with the
tax authorities for EUR14m, including interest for late
payment.
Strategy and Market Update
Spazio Industriale ("The Fund"), the Italian registered fund
through which Spazio invests in Italian property, continues to
focus on its strategic plan to improve the marketability of the
portfolio through asset refurbishment and re-leasing. It is making
good progress with leasing vacant space and extending the lease
length profile of the portfolio presently leased to tenants in
order to make it more attractive to potential purchasers. We
anticipate that the majority of lease re-negotiations will be
concluded well in advance of the expiry of the Fund's debt
facilities, and we note that interest in portfolios of well leased
assets is increasing from overseas investors looking to invest in
the Italian commercial property market; following sharp increases
in value in other markets across Europe. In particular, the
recoveries in the Irish and Spanish markets are leading
opportunistic investors to look more closely at Italy to invest
some of the cash they have raised for European investment.
Political developments are also driving an increase in interest,
with the government currently implementing an ambitious reform
package, which includes new Italian REIT legislation, new rules on
financing and new provisions on lease agreements. Changes to the
REIT rules are being made to bring Italian legislation more into
line with other EU REIT regimes, while the changes to financing
should facilitate non-bank financing and make it easier for
insurance companies to finance without involving a bank or
financial intermediary.
The changes to the leasing rules may prove to have a significant
impact. The key changes are being made for annual rents over
EUR250k pa, to move from a "tenant friendly" model to one more in
line with a free market model. The key provisions of the new rules
are below, and mark a significant change to the current
situation:
-- No tenant's automatic right to walk away in case of so called "serious reasons"
-- An ability to agree a shorter or longer duration of the lease
than is currently available under the existing framework
-- The ability to depart from the standard indexation in leases
-- The ability to vary subleasing terms and pre-emption rights on the sale of the property
We believe that market participants tend to see Italy as being
six to twelve months behind Spain in terms of capital and occupier
markets, but there have been signs of a gradual pickup in interest
recently, following a significant re-rating in Spanish values.
There are more investors looking at Italy than a year ago, but an
illiquid market and a lack of core institutional product has meant
transactions have been lower than in much of the rest of Europe.
Nonetheless, CBRE have reported that Italy saw EUR3.6bn of cross
border property investment in 2013, more than double the amount in
2012. The trend for increased foreign investment seems to be
continuing in 2014, with 48% of the EUR700m in Q1 2014 commercial
real estate deals coming from abroad, with the majority of deals
being portfolio transactions, as large individual properties on the
market have remained scarce. As can be seen from the graph below,
this increase in foreign investment has driven the recovery in
overall transaction volumes.
The website version of this notification includes a chart
setting out the trend in commercial property sales in Italy and can
be found on the Company's website www.terracatalystfund.com.
For now, investment is being driven mainly by the weight of
capital while the fundamentals of much of the commercial property
market remain fairly weak, with no significant reductions in
vacancy rates and with tenants often reluctant to invest. However,
while Italy remains in recession, there are positive signs,
particularly in the North, with an increase in demand for credit
amongst businesses and consumers.
According to Knight Frank, H1 2014 take up in the benchmark
Milan office market was 146k sqm, around double that of H1 2013,
with the full year figure expected to exceed 2013 and reach the
long term average of around 250k sqm. While prime rents are flat,
capital values have risen due to prime yields hardening from 5.5%
to 5.25%. A lack of product for sale in the prime Milan office
market has kept transaction levels low to date in 2014, but there
are a number of transactions in the pipeline and there are also
encouraging signs that a lack of core property for sale is leading
to further interest in the wider Italian commercial property
market. We note that in Q1 2014 a significant portfolio of
logistics warehouses worth approximately EUR165m was transacted,
with under-bidders looking to deploy capital elsewhere.
Well known investors that have been active recently include
Allianz purchasing the Fiumara (Genoa) shopping centre for EUR150m
and Blackstone purchasing two shopping centres in Carpi and
Brindisi for a total of EUR170m. The sovereign wealth Fund of Qatar
bought the Milan offices of Credit Suisse for EUR106m, while an
Italian investor, Fabrica Immobiliare Sgr, acquired Telecom Italia
offices in Milan for a total of EUR75m.
Financing for Italian property has not been plentiful in recent
years, and the recent European stress tests showed that many of the
European banks under pressure were located in Italy, with 9 of the
total 25 banks highlighted by the tests based in the country. We
are not surprised by this, and have noted in the past that the
Italian banking system remains under considerable pressure.
However, we see it as a positive that some of the problems have now
been highlighted and we are cautiously optimistic that this may
represent a turning point in fixing some of the problems in the
system and lead to an increase in the supply of credit to the
economy.
Portfolio
The Fund owns a portfolio of 170 properties with predominantly
industrial and logistics use, located throughout Italy and with a
total open market value (OMV) as 30(th) June 2014 of EUR358.9m,
virtually unchanged from the valuation of EUR359.5m at
31(st) December 2013. There have been no sales concluded so far
in 2014, although properties with a value of approximately EUR3m
are under binding offers at an 18.2% premium to their carrying
value. This is mostly made up of the property at Portoferraio,
where a price of EUR2.6m has been agreed. The Fund has now
completed the agreed site reclamation works of EUR100k and this
sale is expected to conclude shortly as planned.
In line with the strategy of focusing on leasing and asset
management, a number of leases have been signed so far that start
in 2014, with additional rent totalling over EUR1m. A summary table
of the signed new leases is shown in the website version of this
notification which can be found on the Company's website
www.terracatalystfund.com.
The new leases should increase the rental income received by the
Fund in 2014 from that received in 2013. At 30(th) June 2014, the
total annualised passing rent was approximately EUR18.2m, an
increase from the year end, where the total annualised passing rent
at 31(st) December 2013 was approximately EUR17.4m.
In line with the strategic direction of the Fund, negotiations
on the lease extension with Telecom Italia are continuing, as are
discussions with RAI to extend the duration and future
marketability of the asset that they occupy.
The Fund also concluded a lease extension on the asset at
Castiglion Fibocchi with Prada, where Prada has agreed to extend
the lease contract for a year, while vacating the asset at Ancona a
few months early, for which they would have otherwise incurred a
penalty. This asset was vacated on 31(st) July 2014 and is
currently being prepared for re-leasing.
As part of the lease negotiations with tenants, extraordinary
maintenance is being carried out at a number of properties to
ensure tenant satisfaction and improve rents:
-- At Bagni di Tivoli, as agreed with MTN, the Fund tendered in
July for works totalling EUR400k to customise a portion of the
property leased
-- At Via Mecenate in Milan, the Fund has begun EUR130k of works
shared with the tenant RAI in order to redo access tunnels to the
television studios
-- At Sesto San Giovanni, the second stage of the works to the
external areas of the buildings has begun, which in total will cost
approximately EUR850k
-- At Eastgate Park, the Fund has awarded in July a EUR1m tender
to develop a purification plant for the municipalities in line with
the urbanisation requirements agreed as part of the town planning
agreement
We believe that such works represent important measures being
taken by the Fund to attract and protect rental income and extend
lease durations to make the portfolio more attractive to potential
investors. The value created through such activities should also
improve the valuations of assets, increasing the NAV and reducing
the loan to value ("LTV") of the Fund.
The new SGR has also been focusing on resolving legacy issues
with unpaid rent from a number of tenants.
-- At Mel, where ACC Compressors went into insolvency in June
2013 and had not paid its rent for around two years, the situation
is now almost resolved following the sale of the company to the
Chinese Wanbao Group Compressor Company. We believe the majority of
the unpaid rent will be recovered, while a new 12+6 year lease is
under negotiation
-- At Sesto San Giovanni the former tenant for some of the
office space, Centro Edilmarelli, is being pursued for
approximately EUR2.8m following the termination of the contract by
mutual consent
-- At Turate, where the previous SGR signed a settlement
agreement for EUR2.1m against a total of EUR5m outstanding, there
is now just EUR160k remaining to be paid at 30(th) June 2014,
following a postponement of the deadline to H2 2014
All of these activities are combining to improve the profile of
the portfolio and we believe that the marketability of properties
where the asset management activities are substantially complete
has been significantly enhanced.
Bank financing
At the loan covenant testing date of 30(th) September 2014, the
net LTV of the Fund was 57.4%.
The Fund's debt facilities are 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 30(th) June 2014 the remaining balances on these facilities
were EUR180.4m for the jumbo loan, and EUR37.6m for the EGP
loan.
There is a cross collateralisation provision, and cash sweeps
have been put in place to reduce the LTV ratio across both loans. A
formula is in place so that a portion of property sales proceeds
are applied to pay down the loan to which the property relates, and
a portion are applied to pay down the Portoguaro loan.
When the Portoguaro loan has been paid down, and the LTV on the
Jumbo loan is below 55%, then the sale proceed net of debt
repayment and costs will become almost entirely freely available to
the Fund. Rental income will also become freely available to the
Fund, but until that occurs, recurring free cash flow from rents
will be held in a cash trap account, available for capex and
operating expenditure, but not for distribution.
As previously communicated, due to the cash sweeps in place,
from October 2013 there will not be any free cash for distributions
from the Fund up to Spazio without substantial property sales. Even
when the Fund is in a position where some of the sales proceeds are
available to the Fund, the proportion will be lower than
previously. Spazio has managed to return EUR3.38 per share to
shareholders to date, or 66% of the bid price, but shareholders in
TCF should not expect further substantial returns in the short to
medium term.
Review Report by KPMG Audit LLC to Terra Catalyst Fund
For the six months ended 30(th) September 2014
Introduction
We have been engaged by the Company to review the condensed set
of financial statements in the half-yearly report for the six
months ended 30(th) September 2014, which comprises the Statement
of Comprehensive Income, the Statement of Financial Position, the
Statement of Changes in Equity, the Statement of Cash Flows and the
related explanatory notes. We have read the other information
contained in the half-yearly report and considered whether it
contains any apparent misstatements or material inconsistencies
with the information in the condensed set of financial
statements.
This report is made solely to the Company in accordance with the
terms of our engagement. Our review has been undertaken so that we
might state to the Company those matters we are required to state
to it in this 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 for our review work, for this
report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly report is the responsibility of, and has been
approved by, the Directors. The Directors are responsible for
preparing the half-yearly report in accordance with IAS 34 Interim
Financial Reporting and the AIM Rules.
The annual financial statements of the Company are prepared in
accordance with IFRSs as adopted by the EU. The condensed set of
financial statements included in this half-yearly report has been
prepared in accordance with IAS 34 Interim Financial Reporting.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the half-yearly report
based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity issued by the Auditing Practices Board for use in the
UK. A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK and Ireland) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Emphasis of matter - valuation of investment in Spazio
Investment NV
In forming our opinion on the condensed set of financial
statements, which is not modified, we have considered the adequacy
of the disclosures made in note 7 to the financial statements
concerning the valuation of the interest in shares of Spazio
Investment NV ("Spazio) of GBP30,689,926. This is stated at
Directors' valuation, with the advice of the Investment Manager, in
the absence of a readily ascertainable and reliable market value
and is based on the net asset value per share of Spazio, per its
last 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 its disposal
may differ materially from the amount at which it is stated in the
financial statements. The impact of such uncertainty cannot be
quantified.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly report for the six months ended 30(th) September
2014 is not prepared, in all material respects, in accordance with
IAS 34 and the AIM Rules.
KPMG Audit LLC
Chartered Accountants
Heritage Court
41 Athol Street
Douglas
Isle of Man IM99 1HN
8 December 2014
Statement of Comprehensive Income (unaudited)
For the six months ended 30(th) September 2014
(Note 5)
(Unaudited) (Unaudited)
2014 2013
Notes GBP GBP
Income
Distributions on long equity securities
and investment funds 72,461 161,813
Interest
- Cash balances 1,113 6,188
Net realised gains/(losses) on financial
assets and liabilities
at fair value through profit or loss
- Cash balances (3,262) 11,145
- Equities and Funds 478,931 (4,061,224)
- Forwards - (175,252)
Net unrealised (losses) / gains on
financial assets and liabilities
other than currency forwards at fair
value through profit or loss
- Cash balances (11,993) (4,273)
- Equities and Funds (1,938,295) 4,534,291
Net unrealised losses on currency forwards
at fair value through profit or loss - (3,799)
Total net investment (expense)/income (1,401,045) 468,889
------------------ ------------------
Expenses
Investment management fee 12,13 178,751 269,152
Administration fees 20,481 17,134
Audit fees 6,420 15,784
Other expenses 6 94,404 279,859
Interest expense
- Cash balances 19,010 28
Total expenses 319,066 581,957
------------------ ------------------
Loss for the period (1,720,111) (113,068)
------------------ ------------------
Other comprehensive income - -
Total comprehensive loss for the period (1,720,111) (113,068)
================== ==================
Loss per ordinary share
Basic and fully diluted 10 (0.10) (0.01)
------------------ ------------------
Statement of Financial Position
As at 30(th) September 2014
(Note 5)
(Unaudited) (Audited)
30(th) September 31(st) March
2014 2014
Note GBP GBP
Current Assets
Cash at bank and brokers 2,102,307 721,781
Equities - long at fair value through
profit or loss 7 30,699,998 32,569,969
Investment funds - long at fair value
through profit or loss 7 - 3,284,876
Other debtors and accrued income 8,308 103,741
Total Assets 32,810,613 36,680,367
===================== =============
Equity
Share capital 8 155,048 176,051
Share premium 52,935,496 55,214,300
Retained losses (20,548,404) (18,828,293)
--------------------- -------------
Total Equity 32,542,140 36,562,058
--------------------- -------------
Liabilities
Other creditors and accrued expenses 268,473 118,309
--------------------- -------------
Total liabilities 268,473 118,309
Total liabilities and equity 32,810,613 36,680,367
===================== =============
Net asset value per ordinary share 9 2.10 2.08
===================== =============
Statement of Changes in Equity (unaudited)
For the six months ended 30(th) September 2014
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
Loss for the period - - (113,068) (113,068)
Other comprehensive income - - - -
Transaction with owners recorded
directly
in equity:
Contributions by and distributions
to owners
Repurchase of shares (83,724) (3,916,592) - (4,000,316)
Balance at 30(th) September
2013 221,503 57,418,740 (38,504,477) 19,135,766
============= ================== ==================== ==================
Share Share Retained
Capital Premium losses Total
GBP GBP GBP GBP
Balance at 1(st) April 2014 176,051 55,214,300 (18,828,293) 36,562,058
Total comprehensive income
Loss for the period - - (1,720,111) (1,720,111)
Other comprehensive income - - - -
Transaction with owners recorded
directly
in equity:
Contributions by and distributions
to owners
Repurchase of shares (21,003) (2,278,804) - (2,299,807)
Balance at 30(th) September
2014 155,048 52,935,496 (20,548,404) 32,542,140
============= ================== ==================== ==================
Statement of Cash Flows (unaudited)
For the six months ended 30(th) September 2014
(Note 5)
2014 2013
GBP GBP
Cash flows from operating activities:
Dividends received 176,147 161,813
Interest received 552 6,116
Prepaid expenses (5,261) 1,756
Management fee paid (10,872) (277,117)
Administration fee paid (18,162) (17,396)
Other expenses paid (123,289) (306,576)
Interest paid (19,010) (28)
Proceeds from sales of investments 3,680,228 4,620,817
Net cash flow from operating activities 3,680,333 4,189,385
------------------------- --------------------------
Cash flows from financing activities:
Distribution paid (2,299,807) (4,000,316)
Net cash flow from financing activities (2,299,807) (4,000,316)
------------------------- --------------------------
Increase in cash and cash equivalents 1,380,526 189,069
========================= ==========================
Opening cash and cash equivalents 721,781 3,016,174
Closing cash and cash equivalents 2,102,307 3,205,243
========================= ==========================
Notes to the financial statements
For the six months ended 30(th) September 2014
1. General
The Company was incorporated in the Cayman Islands on 21(st)
December 2007 and its shares were admitted to AIM, a market
operated by London Stock Exchange plc, on 25(th) February 2008.
2. Basis of preparation
(a) Statement of compliance
These condensed interim financial statements have been prepared
in accordance with IAS 34 Interim Financial Reporting and do not
include all of the information required for full annual financial
statements.
These condensed interim financial statements were approved by
the Board of Directors on 8 December 2014.
(b) Estimates
The preparation of interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates.
In preparing these interim financial statements, the significant
judgements made by management in applying the Company's accounting
policies and the key sources of estimation uncertainty were the
same as those that applied to the financial statements as at and
for the year ended 31(st) March 2014. 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 7).
3. Significant accounting policies
The accounting policies applied by the Company in these
condensed interim financial statements are the same as those
applied by the Company in its financial statements as at and for
the year ended 31(st) March 2014.
4. Financial risk management
The Company's financial risk management objectives and policies
are consistent with those disclosed in the financial statements as
at and for the year ended 31(st) March 2014.
5. Comparative figures
The comparative figures shown in the Statement of Financial
Position is at 31(st) March 2014 and in the case of the Statement
of Comprehensive Income, Statement of Changes in Equity and
Statement of Cash Flows are for the six months to 30(th) September
2013.
6. Other Expenses
2014 2013
GBP GBP
Directors' fees 50,000 50,000
Custodian fees 3,060 73,196
Legal and professional fees 31,808 118,210
Other expenses 9,536 38,453
94,404 279,859
======= ========
7. Investments
30(th) September 31(st) March
2014 2014
GBP GBP
Long positions:
Market value 30,699,998 35,854,845
================= =============
Cost 15,286,963 18,503,518
================= =============
The Company's investments as at 30(th) September 2014
principally comprise shares in Spazio Investment NV ("Spazio")
valued at GBP30,689,926, or 93.54% of the total assets of the
Company, as at 30(th) September 2014. The Directors, acting on the
advice of the Investment Manager, have resolved to carry the
investment at EUR6.4264 per share (31(st) March 2014: EUR6.4264 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 Company held a 26.7% interest in Spazio as at 30(th)
September 2014 (31(st) March 2014: 26.7%).
8. Share capital
Authorised Share Capital 30(th) September 30(th) September 31(st) March 31(st) March
2014 2014 2014 2014
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
================= ==================
30(th) September 30(th) September 31(st) 31(st)
March March
2014 2014 2014 2014
Number GBP Number GBP
Issued share capital 30,522,669 305,227
At 1(st) April 17,605,067 176,051 - -
Repurchased during
period/year (2,100,280) (21,003) (12,917,602) (126,176)
15,504,787 155,048 17,605,067 176,051
================= ================= ================== ==================
9. Net asset value per share
The net asset value per share as at 30(th) September 2014 is
GBP2.10 based on 15,504,787 ordinary shares in issue as at that
date (31(st) March 2014: GBP2.08 based on 17,605,067 ordinary
shares).
10. Earnings per share
Basic earnings per share is calculated based on the loss for the
period of GBP1,720,111 and the weighted-average number of ordinary
shares in issue during the period of 17,398,482 (2013: loss of
GBP113,068 and 25,263,362 shares). There is no difference between
the basic and diluted earnings per ordinary share.
11. Prime brokerage agreements
Under the terms of the prime brokerage agreement which the
Company has entered into, 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.
12. Related parties
The Company and the Investment Manager are related by virtue of
the existence of a material contract. As at 30(th) September 2014,
the Investment Manager owned 1,303,467 shares (2013: 1,862,148) in
the Company. Fees payable to the Investment Manager in respect of
the six month period ended 30(th) September 2014 were GBP178,751
(2013: GBP269,152) of which GBP169,579 (2013: GBP27,760) was
outstanding at the period 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 30(th)
September 2014 (2013: 26.7%). The Investment Manager controls 72.4%
of Spazio (2013: 72.4%).
13. Investment Management Fee
The Investment Manager receives a fee equal to:
- A monthly payment of one twelfth of 0.5% of the Company's Net
Asset Value, less the carrying value of the Company's indirect
interest in Spazio;
- 1.5% of the gross amount of any distributions paid to shareholders.
14. Subsequent events
The Company has evaluated all other events that have occurred
from 1(st) October 2014 through 8 December 2014 and determined that
no events require recognition or additional disclosures in these
financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR DMMGZNRLGDZM
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