TIDMSPPC
RNS Number : 1841K
St Peter Port Capital Limited
30 December 2020
St Peter Port Capital Limited
Interim Results for the Six Months Ended 30 September 2020
St Peter Port Capital Limited (the "Company" or "St Peter Port"
or "SPPC"), the AIM quoted investment company announces its interim
results for the six months ended 30 September 2020.
Highlights
-- Investments in 6 companies* at period end valued at GBP9.5m
-- NAV of 14.98p per share at 30 September 2020, down 5.2 per
cent since 31 March 2020, FX movements having contributed 0.6p
-- GBP305k in cash at 29 December 2020
-- Proposal to auction the assets, realise cash and wind up the Company
* companies in which the Fund made pre-IPO investments,
excluding those entirely written down. One holding has since been
sold.
Lynn Bruce, Chairman of St Peter Port, said:
"As reported above, the Covid epidemic has retarded the
development of our two largest holdings which are still not at an
inflexion point. The change of administration in Washington DC is
unlikely to be positive for Red Flat Nickel. SeeCubic, the
successor to STV, is still perhaps two years away from major
commercialisation whilst iQur remains early stage. Despite our
efforts, this year to date we have only been able to sell one small
holding in the secondary market on terms which your board believes
is reasonably close to its underlying value.
"We will therefore ask the shareholders for authority to approve
a process. This will include cancellation of the Company's
admission to trading on AIM and the appointment of a liquidator.
The resolution would enable the liquidator to appoint an agent to
conduct formal auctions of each of our holdings of any value and
sell them to the highest cash bidder. The liquidator can then
distribute the net proceeds to the shareholders and wind the
company up."
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
For further information:
St Peter Port Capital Limited
Lynn Bruce, Director - 01481 724 222
Grant Thornton UK LLP - Nominated Adviser
Philip Secrett / Jamie Barklem - 020 7383 5100
Shore Capital Stockbrokers Limited - Broker
Dru Danford - 020 7408 4090
CHAIRMAN'S STATEMENT AND INVESTMENT REPORT
Chairman's statement
I report upon the six months ended 30 September 2020.
Background
Covid has made investment markets and values more uncertain. We
have used the information we have to assess the Company's
portfolio, but values are more than usually difficult to
determine.
Some of our core companies have achieved some limited further
progress in the reporting period but all have been hindered by the
current COVID-19 pandemic. We have continued to seek opportunities
to sell down St Peter Port's positions at sensible prices. There is
a proposal at the end of this statement addressing shareholders'
wish to liquidate the portfolio on reasonable terms.
Financial Results
The balance sheet shows investments of GBP9.5 million,
consisting of financial assets at fair value through profit or loss
of GBP9.5 million. Net assets were GBP9.6 million, giving a net
asset value of 14.98p per share. Net assets have decreased by 5.2
per cent since 1 April 2020. The changes largely result from
movements in FX as well as a small write down of one of the
portfolio investments, Agriculture Investment Group.
Shortly after the end of the reporting period we sold one of the
Company's remaining holdings, shares in Agriculture Investment
Group, at close to book holding value, realising some GBP140,000 in
cash.
At the balance sheet date, the Company held GBP215,000 in cash.
As a result of this sale, as at 29 December 2020 the cash held had
increased to GBP305,000.
Realisation and Investments
In July 2020, to protect its position in Stream TV Networks, Inc
which was being swapped into Seecubic, Inc (discussed below in the
Portfolio Review), the Company subscribed into a litigation funding
arrangement/ made an investment into Seecubic, Inc. The
consideration was $35,000 and was made in order to secure the
Company's investment as the assets of Stream TV Networks, Inc were
being inherited by Seecubic, Inc. subject to Court
ratification.
Reflecting the current illiquidity of our portfolio, the Company
made no realisations during the period under review.
Investment Report
As previously reported, having terminated its discretionary
investment management agreement with St Peter Port Investment
Management Limited, the Company is now a self-managed fund.
During the reporting period the Company's portfolio comprised a
potash mine development in Brazil, an oil exploration project in
the Caspian Sea, a nickel development project in Oregon, USA, a
company engaged in the development and manufacture of technology
for screens which allows viewers to watch in 3D without glasses, a
vaccine development company in the UK focused on a universal flu
vaccine and a large farmland owner in Uruguay.
As previously reported, the size of each holding as a percentage
of each portfolio company's share capital is small (less than 2 per
cent), other than in the case of the nickel development project, in
which the Company has an indirect controlling interest and the
vaccine development company, in which the Company has an interest
of approximately 7 per cent. Most of the portfolio companies have
their main activity outside of the UK and all the holdings are
currently in private companies, its remaining listed positions
having been sold down during previous financial years.
The following table shows the breakdown by sector of the
portfolio (excluding investments fully written off) as at 30
September 2020:
Sector Number Cost Book Percentage
GBPm Value (of book
GBPm value)
Mining 2 3.7 5.9 62.2
Oil and Gas 1 1.8 2.9 30.4
Technology 2 1.7 0.6 6.0
Ag./ Forestry 1 1.9 0.1 1.4
-------- ------- -------- ------------
Total 6 9.1 9.5 100.0
======== ======= ======== ============
The table below shows the breakdown by region of the portfolio
(excluding investments fully written off) as at 30 September
2020:
Analysis by Number Cost Book Percentage
continent GBPm Value (of book
[1] GBPm value)
Europe 1 0.7 0.5 5.3
North America 2 3.2 0.4 4.2
Asia 1 1.8 2.9 30.5
South America 2 3.4 5.7 60.0
Total 6 9.1 9.5 100.0
======== ======= ======== ============
[1] This is based on area of company's principal activities,
rather than its place of incorporation. SeeCubic has been included
in North America as this is where a significant element of its
administration and sales activities takes place, but it has R&D
in Europe and manufacturing in Asia.
Top Three Investments as at 30 September 2020
The following table lists SPPC's top three investments by value
as at 30 September 2020 representing 94.0 per cent. by value of the
portfolio.
Company Cost Valuation Gain Status
GBP000's GBP000's GBP000's
Brazil Potash Corp 1,507 5,678 4,171 Unquoted
Buried Hill Energy (Cyprus)
Plc 1,749 2,866 1,117 Unquoted
iQur 727 348 (379) Unquoted
Total 3,983 8,892 4,909
========== ============== ==========
Portfolio Review
Brazil Potash
Brazil Potash owns the key mineral rights in a world-class scale
potash basin some 120 kilometres south-east of Manaus, one of the
main cities in northern Brazil. The site is about eight kilometres
from the Madeira River (feeding into the Amazon), which should
allow the company to transport planned production to fertiliser
plants downriver by barge. Brazil is one of the major importers of
potash today, and the management of Brazil Potash believe that the
company should be able to mine, process and deliver its product for
an amount equivalent to the delivery costs alone of potash imports
from Canada and Russia. The project is well advanced, having
completed a full mining feasibility study.
It is also close to being authorised to commence. Last year
Brazil Potash received the approval by Brazil's mineral agency of
their economic development plan ("EDP") which is one of the main
authorizations required to be issued by Brazil's Mining Minister
pre-construction. As last reported to us, 76 of the required 78
social and environmental studies needed to obtain the Installation
Licence as required for project construction to commence have been
completed. Of these 69 have been approved by the Amazonas State
Environmental Agency. The final two items required relate to
completion of indigenous consultations which have started but are
currently on hold due to the outbreak of the Coronavirus. In
addition to having the EDP approved, Brazil Potash has also
received approval for its port construction authorization
licence.
Last year Brazil Potash signed a binding Engineering, Consulting
and Construction ("EPC") contract with CITIC Construction ("CITIC")
that includes a condition whereby CITIC committed to arranging the
bulk of funding required for project construction in exchange for
being awarded the EPC contract. CITIC's parent company, CITIC Ltd.,
has a market capitalisation of over US$200 billion and is one of
the largest State-Owned Enterprises in China.
However, progress with the project in 2020 has been badly
affected by the Covid pandemic. The Chinese partners were initially
unable to visit because of Covid in China. Then Covid affected
Brazil badly. Strategic site visits by potential foreign investors
remain on hold, whilst consultations with the indigenous peoples in
the mining area, required for the final permits, are also on
hold.
During 2020 Brazil Potash announced its intention to undertake a
new United States Regulation A+ equity raise to bring the project
to a construction ready state. The company was approved by the US
SEC, but the offering has also been held up by Covid. An investment
report by one investment house required a site visit, yet to go
ahead.
Buried Hill
Buried Hill has a Production Sharing Agreement ("PSA") with the
government of Turkmenistan in relation to one of the largest oil
blocks under the Caspian Sea. However, the block lies beneath a
disputed border between Turkmenistan and Azerbaijan and all
operational activities at the site ceased several years ago,
pending a resolution between the two countries of this border
dispute. The project is fully funded by Buried Hill's co-venturer
(an international oil major) and the company has strong
leadership.
We understand that shortly before the end of 2019, the
presidents of Turkmenistan and Azerbaijan met and agreed to go
ahead with the joint development on the terms of the 2016
"agreement" - i.e. 70% to Turkmenistan and 30% to Azerbaijan.
Buried Hill's management team was given the news personally by the
Turkmenistan Oil Minister. There was a third summit between the
Presidents of Turkmenistan and Azerbaijan in March 2020 and since
then there has been engagement between the countries and what the
company sees as encouraging steps towards a bilateral resolution of
the boundary dispute.
It is proposed that the Russian oil company Lukoil will be the
partner on the Azeri side with Buried Hill the partner on the
Turkmen side. We understand that Lukoil has been discussing the
arrangements with the respective governments in the last few
months. Unfortunately, the Coronavirus crisis has significantly
slowed this process but Buried Hill remains hopeful for a
resolution in the near future. It reported that the likelihood of a
resolution is high but the pace of progress is likely to remain
slow.
Meanwhile, Buried Hill's ongoing focus has been on protecting
its rights under Production Sharing Agreement ("PSA") whilst
reviewing its ongoing costs to maintain a sustainable level. As
previously reported, Buried Hill placed the licence into Force
Majeure which should achieve all the objectives envisaged under
freezing but, as a unilateral act, is not without risk. As a
result, $44 million in cash which the company had previously held
in a restricted account in support of the PSA work programme has
now been released for general business purposes. In addition to the
continued support of its prospective co-venturer, this cash puts
the company in a stable position whilst discussions continue.
In the event that the Turkmenistan/Azerbaijan agreement is
concluded, we would expect renewed interest in Buried Hill's
shares.
iQur
iQur is a vaccine development company. Its lead candidate
vaccine is FLUTCORE - a universal Influenza A vaccine. The company
owns an exclusive worldwide licence to a platform technology called
Tandem Core, which is a modified hepatitis B protein that forms
virus like particles (VLPs) which can be coated with specific
antigens. These VLPs stimulate antigen specific immune responses,
and FLUTCORE is designed to harness Tandem Core technology to
stimulate a prophylactic immune response to the conserved
(non-variable) parts of flu. Although other companies (large and
small) are also looking to develop universal flu vaccines, iQur's
approach and technology is unique.
The company reported some time ago that it has shown that its
influenza vaccine lead candidate protects against lethal influenza
infection in mice (with experiments conducted at three different
independent laboratories) and is confident that its vaccine has
true potential as a "universal" flu vaccine on the basis of these
tests. iQur continues to seek funding to pursue a phase 1 clinical
trial of its flu vaccine, but the investment climate for small
bio-tech companies for the last two years has been difficult. This
is now changing as a result of the renewed interest in
bio-technology and vaccines in particular.
iQur's technology has the capability to deliver vaccines against
a broad range of viral diseases, including for example malaria. We
reported in our final results that the company had done some very
preliminary work and believed that its Tandem Core platform could
be used to deliver antigens related to COVID-19. However, the
extent of competition in this arena has led the company to cease
pursuing this opportunity.
Red Flat Nickel
St Peter Port is the indirect owner of 80 per cent. of the
issued share capital of Red Flat Nickel Corporation, a Las Vegas
company which owns 86 claims on top of Red Flat Mountain ("Red
Flat") and some 137 claims on the McGrew Summit ("Cleopatra"). Both
the Red Flat and Cleopatra claims lie on federal land, which is
administered by the United States Forest Service (a part of the
United States Department of Agriculture).
Red Flat Nickel estimates that there may be 143,000 tonnes of
nickel in Red Flat alone (the smaller site). It estimates that the
average amount of nickel required for an electric vehicle is about
40kg, and for this reason the company believes that there is
potentially enough nickel in Red Flat for over 3,500,000 electric
vehicles. To be able to supply the material for such a large number
of electric vehicles would represent a huge environmental benefit
and we note that Tesla is building a large battery plant on the
California/ Nevada border.
In addition to the nickel, RFNC also believes that there are
economically viable quantities of scandium and cobalt (also a
battery constituent) at both sites. Both scandium and cobalt are
included in the Department of Interior's 2018 list of 35 minerals
considered critical to the economy and security of the United
States (and both of which the US is increasingly reliant on China
and other countries for imports). The United States imports all
three minerals from countries with much lower environmental
standards than are applied in its own territory.
In the last days of the Obama administration, the Bureau of Land
Management announced that the Assistant Secretary for Land and
Minerals Management had signed a public land order for a 20 year
term withdrawing certain lands managed by the U.S. Forest Service
(including all the land on which Red Flat Nickel owns its claims)
from entry under the US mining laws.
Objections to some minor test drilling which was initially
proposed at Red Flat in 2013 were adopted and then led by, amongst
others, Senators from Oregon and resulted in the 20-year withdrawal
(which one of the Senators was seeking to make permanent). The
objections themselves could not possibly have been about the very
light drilling programme which was proposed (and which the local
Forest Service itself advised would have no environmental impact),
and rather were about stymieing the project before it had any
momentum.
Red Flat Nickel has continued to explore available options to
reverse the decision to have its claims withdrawn from mineral
extraction. To that end, Red Flat Nickel continues to engage with
local officials and make representations in Washington DC.
Meanwhile, it has ensured that its mining claims are kept renewed
to allow it to seek to establish that it had Valid Existing Rights
prior to the withdrawal, in an effort to obtain compensation for
the loss of its opportunity. However, we expect additional
obstacles following the return in Washington DC of a Democrat
administration which is likely to be much less friendly to mining
on federal land.
Stream TV Networks - SeeCubic Inc.
Stream TV Networks ("STV") developed a technology which powers
3D TV and video without glasses. Originally using technology
licensed from Phillips which closed its TV production many years
ago, STV had as its core R&D team ex Phillips staff from
Eindhoven. STV's solution was to insert proprietary electronics
embodying its software into the panels of TV and display screens
made by a wide variety of manufacturers. Devices which can use the
technology currently range in size from mobile phones, tablets and
games machines to 65 inch screens.
STV's senior management could be described as maverick and
progress in commercialising the technology has not been smooth. As
a result of this situation, there were a number of legal disputes
between the management of STV and some of its non-executive
directors and debt-holders. Eventually, the board of STV signed a
settlement agreement whereby all the subsidiaries of STV and all
its intellectual property were settled in a new company, SeeCubic
Inc. ("SeeCubic"). All of the independent shareholders in STV were
offered a one for one issue of shares into SeeCubic, the capital
structure of STV was mirrored in the new company and interest on
outstanding loans was converted into equity in Seecubic. The
interest of the senior management in STV was not replicated in
SeeCubic.
Although the issue of shares in SeeCubic was initially offered
to the Company without further subscription, we were subsequently
asked to subscribe into a litigation fund which would ensure that
this offer would be effected. We subscribed $35,000, which also
gave us a small holding of warrants.
The settlement agreement described above was challenged by STV's
senior management in the Chancery Court of Delaware. In December
2020 the Court awarded SeeCubic a preliminary injunction
authorising the transfer of subsidiaries and intellectual property.
The Court also authorised the issuance of equity interests in
SeeCubic as described above. New management are now running the
company who stated that they continue "to believe as much as ever
that our technology has the potential to be transformative and a
great commercial success, now that the impediments to its growth
have been left behind."
We understand that SeeCubic has hired nearly all of the critical
former employees and taken possession of most of STV's assets. They
have been making contact with customers, partners and suppliers and
seeking to restore the company to a sound state after this time of
turmoil. These included many leading names in the electronics
sector.
SeeCubic recently reported that, as a result of recent
developments in television screen and tablet technology, it needs
to develop a new generation of its own technology. It anticipates
that it is still 18 months to two years away from being able to
fully commercialise its products. This will require some additional
funding, which it is currently seeking. When we became aware of the
dispute, your board decided to write down SPPC's carrying value of
this investment from US$1.00 to US$0.25 per share for the purposes
of the 2020 final results. We have left this carrying value
unchanged for our new holding in SeeCubic. This reflects actual and
potential dilution to our holding and reserves any view on a better
outlook for the company.
Agriculture Investment Group (formerly Union Agriculture Group)
("AIG")
AIG is a diversified agribusiness firm that is the largest
agricultural company operating in Uruguay with more than 100 farms
across over 180,000 hectares, nearly 1% of Uruguay's total land
mass. We sold our entire holding in AIG in October 2020 as
discussed above.
Other developments
We continue to monitor all SPPC's written-down investments but
there has been no substantive news in relation to any of these
during the period under review.
Dividends
There were no net gains on realisations during the period and so
no dividend is being proposed.
Outlook and Proposals to Realise the Company's Assets and
Liquidate
As reported above, the Covid epidemic has retarded the
development of our two largest holdings which are still not at an
inflexion point. The change of administration in Washington DC is
unlikely to be positive for Red Flat Nickel. SeeCubic, the
successor to STV, is still perhaps two years away from major
commercialisation whilst iQur remains early stage. Despite our
efforts, this year to date we have only been able to sell one small
holding in the secondary market on terms which your board believes
is reasonably close to its underlying value.
Whilst we have cut the costs of running the fund to a low level,
we recognise that without short-term liquidity prospects we cannot
continue as we are. At the AGM this year shareholders voted to
continue the life of the Company for up to another year, but we
cannot use this time unless we can justify it by improved value
creation.
We have therefore decided to adopt an alternative, more radical,
solution. We will ask the shareholders at an Extraordinary General
Meeting ("EGM") to approve the cancellation of the Company's
admission to trading on AIM and to appoint a liquidator. The
approval at EGM would enable the liquidator to appoint an agent to
conduct formal auctions of each of our holdings of any value and
sell them to the highest cash bidder. The liquidator can then
distribute the net proceeds to the shareholders and wind the
company up.
We will publish details of the proposals in due course in a
circular to shareholders. We envisage that the auctions to be held
in due course will, to the extent permitted by regulation, be open
to any shareholder in the Company as well as to any other serious
bidder including shareholders in the companies making up our
portfolio.
Lynn Bruce
Chairman
for and on behalf of
St Peter Port Capital Limited
30 December 2020
CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER
2020
As at As at As at
30 September 31 March 30 September
2020 2020 2019
Notes (unaudited) (audited) (unaudited)
Assets GBP '000 GBP '000 GBP '000
Current assets
Financial assets at
fair value through
profit or loss 4(a) 9,445 9,795 11,107
Other receivables 11 20 11
Cash and cash equivalents 215 425 539
---------------- ------------ ----------------
Total assets 9,671 10,240 11,657
---------------- ------------ ----------------
Liabilities
Current liabilities
Trade and other payables (49) (86) (74)
---------------- ------------ ----------------
Total liabilities (49) (86) (74)
---------------- ------------ ----------------
Net assets 9,622 10,154 11,583
================ ============ ================
Equity
Capital and reserves
attributable to equity
holders of the company
Revenue reserve 9,622 10,154 11,583
---------------- ------------ ----------------
Total Equity 9,622 10,154 11,583
================ ============ ================
Net asset value per
ordinary share (pence
per share) 7 14.98 15.81 18.04
These financial statements are unaudited and are not the
Company's statutory financial statements.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTH
PERIODED 30 SEPTEMBER 2020
Period Year Period
ended ended ended
30 31 30
September March September
2020 2020 2019
Notes (unaudited) (audited) (unaudited)
GBP '000 GBP '000 GBP '000
Income
Net changes in fair value
of financial assets at fair
value through profit or loss 4(b) (378) (587) 725
Foreign exchange gain - 1 1
Interest income - 3 2
Net investment (loss) / profit (378) (583) 728
Administrative expenses (154) (316) (198)
------------- ----------- -------------
Net (loss) / profit from
operations (532) (899) 530
------------- ----------- -------------
(Loss) / profit for the period
/ year attributable to shareholders
of the Company (532) (899) 530
============= =========== =============
Basic and diluted (loss)
/ profit per Ordinary share
(pence per share) 5 (0.83) (1.40) 0.83
The company does not have any income or expenses that are not
included in the profit for the year, and therefore the "profit for
the year attributable to shareholders of the company" is also the
"Total comprehensive income for the year", as defined by IAS 1
(revised).
All items in the above statement are derived from continuing
operations.
These financial statements are unaudited and are not the
Company's statutory financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTH
PERIOD
ED 30 SEPTEMBER 2020
Period ended 30 September 2020
Revenue Total
Reserve Equity
GBP '000 GBP '000
Balance brought forward 10,154 10,154
Loss for the period (532) (532)
Balance at 30 September 2020 9,622 9,622
========== ==========
Year ended 31 March 2020
Revenue Total
Reserve Equity
GBP '000 GBP '000
Balance brought forward 11,053 11,053
Loss for the period (899) (899)
Balance at 31 March 2020 10,154 10,154
========== ==========
Period ended 30 September 2019
Revenue Total
Reserve Equity
GBP '000 GBP '000
Balance brought forward 11,053 11,053
Profit for the period 530 530
Balance at 30 September 2019 11,583 11,583
========== ==========
These financial statements are unaudited and are not the
Company's statutory financial statements.
CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTH PERIODED
30 SEPTEMBER 2020
Period ended Year ended Period ended
30 31 30
September March September
2020 2020 2019
(unaudited) (audited) (unaudited)
GBP '000 GBP '000 GBP '000
Cash flows from operating activities
Interest and investment income
received - 3 2
Operating expenses paid (182) (335) (220)
------------- ---------- -------------
Net cash used in operating activities (182) (332) (218)
------------- ---------- -------------
Cash flows from investing activities
Purchase of investments (28) - -
Cash outflow from investing activities (28) - -
------------- ---------- -------------
Cash outflow for the period /
year (210) (332) (218)
Foreign exchange gain - 1 1
Opening cash and cash equivalents 425 756 756
------------- ---------- -------------
Closing cash and cash equivalents 215 425 539
============= ========== =============
These financial statements are unaudited and are not the
Company's statutory financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIODED 30 SEPTEMBER 2020
1. General information
St Peter Port Capital Limited ("the company") is a Guernsey
authorised, closed ended investment company regulated by the
Guernsey Financial Services Commission and governed by the
Companies (Guernsey) Law, 2008.
The company continued to hold 100 per cent. ownership of St
Peter Port Capital (RFN) Limited and 80 per cent. of the ordinary
share capital in Red Flat Nickel Corp. (an Investee Company). St
Peter Port Capital (RFN) Limited is registered in Guernsey. Red
Flat Nickel Corp. is registered in the USA. St Peter Port Capital
Services Limited, a wholly owned subsidiary of the company,
provides certain investment monitoring services to the company.
The Company has adopted the Investment Entities amendments to
IFRS 10 and as such is not consolidating these subsidiaries in
these financial statements as the company is considered by the
directors to be an investment entity.
The company's investment strategy was primarily to invest in
unquoted companies which are close to a liquidity event. The funds
invested by the company were intended to provide the working
capital to facilitate such an event.
The investment strategy principally comprised companies across a
broad range of sectors and geography
expecting to achieve a liquidity event in a reasonable period
after the company's investment.
This condensed interim financial information for the six months
ended 30 September 2020 and the financial statements for the year
ended 31 March 2020 have been prepared on a going concern basis.
The address of the registered office is 3(rd) Floor, 1 Le Truchot,
St Peter Port, Guernsey, GY1 1WD.
The company's website is www.stpeterportcapital.com.
The company is admitted to trading on the AIM market of London
Stock Exchange.
This condensed interim financial information has not been
reviewed or audited by an independent auditor.
2. Accounting policies - basis of preparation
2.1 Standards and Interpretations effective in the current
period
The company has adopted all the Standards and Interpretations
issued by the International Financial Standards Board (IASB) and
International Financial Reporting Interpretations Committee (IFRIC)
of the IASB that are relevant to its operations and effective for
accounting periods beginning from 1 April 2020.
2.2 Accounting Standards and Interpretations issued but not yet
effective
The following new standards have been issued by the IASB however
are not yet effective for the current financial period. The company
will comply with the new standards and amendments from the
effective date and has elected not to early adopt any new standards
at this stage.
IFRS 7 'Financial Instruments: Disclosures' (effective for
periods commencing on or after 1 April 2021). Interest Rate
Benchmark Reform Phase 2: The amendment to IFRS 7 requires a
company to make additional disclosures in its financial statements
so that investors can better understand the effects of IBOR reform
on that company.
IFRS 9 'Financial Instruments' (effective for periods commencing
on or after 1 April 2021).
Interest Rate Benchmark Reform Phase 2: The amendments to IFRS 9
enable a company to apply a practical expedient to account for a
change in the contractual cash flows that are required by IBOR
reform by updating the effective interest rate to reflect any
change arising from the reform. The amendments to IFRS 9 enable
(and require) companies to continue hedge accounting in
circumstances when changes to hedged items and hedging instruments
arise as a result of changes required by the IBOR reform, by
requiring companies to amend their hedging relationships to
reflect:
- designating an alternative benchmark rate as the hedged risk;
or
- changing the description of the hedged item, including the
designated portion, or of the hedging instrument.
IFRS 9 'Financial Instruments' (effective for periods commencing
on or after 1 April 2022).
Annual Improvements to IFRS Standards 2018-2020: The amendment
clarifies which fees an entity includes when it applies the '10 per
cent' test in assessing whether to derecognise a financial
liability.
I FRS 16 'Leases' (effective for periods commencing on or after
1 April 2022).
Interest Rate Benchmark Reform Phase 2: The amendment to IFRS 16
enables a company to apply a practical expedient to account for a
lease modification required by the IBOR reform.
IAS 1 'Presentation of Financial Statements' (effective for
periods commencing on or after 1 April 2023).
Classification of Liabilities as Current or Non-current:
Narrow-scope amendments to IAS 1 to clarify how to classify debt
and other liabilities as current or non-current.
IAS 37 'Provisions, Contingent Liabilities and Contingent
Assets' (effective for periods commencing on or after 1 April
2022).
Onerous Contracts - Cost of Fulfilling a Contract: The
amendments specify which costs should be included in an entity's
assessment whether a contract will be loss-making.
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 company.
3. Segmental information
The directors are of the opinion that the company is engaged in
a single segment of business, being investment into growth
companies which are seeking to achieve an initial public offering
("IPO") or other liquidity event within a reasonably short time
horizon.
The company mainly operates in the following sectors:
Financial assets
30 30 31 31 30 30
September September March March September September
2020 2020 2020 2020 2019 2019
GBP'000 % GBP'000 % GBP'000 %
Oil & Gas 2,866 30.35 2,982 30.44 3,014 27.13
Mining 5,871 62.16 6,108 62.36 6,173 55.58
Technology 571 6.04 551 5.63 1,579 14.22
Agriculture / Forestry 137 1.45 154 1.57 341 3.07
9,445 9,795 11,107
============= ======= ==========
4. Financial assets at fair value through profit or loss
a) Designated at fair value through profit or loss
Financial assets
30 30 31 31 30 30
September September March March September September
2020 2020 2020 2020 2019 2019
Historic Market Historic Market Historic Market
Cost value cost value cost value
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Listed equity
securities 3,169 - 3,169 - 3,169 -
Unlisted equity
securities 33,761 9,252 33,733 9,594 33,733 10,904
Unlisted debt
securities 2,931 193 2,931 201 2,931 203
Total financial
assets at fair
value through
profit or loss 39,861 9,445 39,833 9,795 39,833 11,107
========== ========== ======== ======= ========== ============
b) Net (losses) / gains on financial assets at fair value
through profit or loss
30 30
September 31 September
2020 March 2020 2019
GBP '000 GBP '000 GBP '000
Realised and unrealised (losses) /
gains on financial assets at fair
value through profit or loss (379) (587) 725
Net changes in fair value of financial
assets at fair value through profit
or loss (379) (587) 725
========== =========== ==========
c) Fair value of financial instruments
The company has classified its financial assets and liabilities
designated at fair value through the profit or loss and the fair
value of derivative financial instruments using a fair value
hierarchy that reflects the significance of the inputs used in
making the fair value measurements. The hierarchy has the following
levels:
Level 1 - quoted prices (unadjusted) in active markets for
identical assets or liabilities;
Level 2 - inputs other than quoted prices included within level
1 that are observable for the assets or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - inputs for the asset or liability that are not based
on observable market data (i.e. unobservable inputs).
The following table analyses within the fair value hierarchy the
company's financial assets and liabilities (by class) measured at
fair value.
As at 30 September 2020 Level 1 Level 2 Level 3 Total
GBP '000 GBP '000 GBP '000 GBP '000
Financial investments designated
at fair value through profit or
loss
Unlisted equity securities and
debt - - 9,445 9,445
-------- -------- -------- --------
Assets measured at fair value - - 9,445 9,445
======== ======== ======== ========
As at 31 March 2020 Level 1 Level 2 Level 3 Total
GBP '000 GBP '000 GBP '000 GBP '000
Financial investments designated
at fair value through profit or
loss
Unlisted equity securities and
debt - - 9,795 9,795
-------- -------- -------- --------
Assets measured at fair value - - 9,795 9,795
======== ======== ======== ========
As at 30 September 2019 Level 1 Level 2 Level 3 Total
GBP '000 GBP '000 GBP '000 GBP '000
Financial investments designated
at fair value through profit or
loss
Unlisted equity securities and
debt - - 11,107 11,107
-------- -------- --------
Assets measured at fair value - - 11,107 11,107
======== ======== ======== ========
There were no transfers between level 1 and level 2 during the
current or prior year.
The fair valuation of any level 3 investment requires the
exercise of professional skill and judgement and naturally the fair
values derived will have an element of estimation uncertainty as
well as a likely range of potential valuation outcomes. The
directors have not explicitly factored in any potential tax which
may crystallise on disposal of the investments as it is expected
that sales would be structured in such a way as to avoid such
taxes. The directors are of the view (concurred with by the
Investment Manager) that there are specific unquoted investments
which present particular valuation challenges due to their
individual stages of development and underlying circumstances and
therefore there is inherently more estimation and judgement
required in determining the fair values.
The majority of the level 3 investment valuations are based on
fund raising activity. This price will generally be used as the
estimate of fair value after considering the background of the
underlying investment, changes in market conditions and investment
specific factors. Other methodologies may be used at any time if
this is deemed to provide a more accurate assessment of the fair
value of the investment.
5. (Loss) / profit per ordinary share
The calculation of basic loss per ordinary share is based on the
net loss from continuing operations for the period of GBP532,000
(31 March 2020 loss: GBP899,000, 30 September 2019 profit:
GBP530,000) and on 64,221,501 shares being the weighted average
number of shares in issue during each period.
6. Share capital
30 30
September 31 September
2020 March 2020 2019
GBP '000 GBP '000 GBP '000
10,000 Founder shares of GBP0.01
each authorised, issued and fully
paid - - -
========== =========== ==========
Ordinary Shares
There are an unlimited number of ordinary shares of nil par
value authorised. At the end of each reporting period 30 September
2020, 31 March 2020 and 30 September 2019, 64,221,501 were in issue
and fully paid, not including the treasury shares as detailed
below. The ordinary shares do not carry any right to fixed
income.
Treasury reserves
The Company had 2,250,000 ordinary shares held in treasury at 30
September 2020, 31 March 2020 and 30 September 2019.
7. Net asset value per share
The net asset value per ordinary share is based on the net asset
value at the end of the reporting period and on 64,221,501 ordinary
shares at each reporting date.
8. Related party transactions
Related party transactions are described in the 2020 Annual
Report and Accounts on pages 27 and 40.
There were no other related party transactions during the period
ended 30 September 2020.
9. Subsequent events
On 13 October 2020, the sale of the company's entire holding in
Agriculture Investment Group Corp (formerly Union Agriculture
Group), being 336,140 common shares, was sold for a consideration
of US$176,000.
The Annual General Meeting of the Company was held on 29 October
2020, at which shareholders voted in favour of extending the life
of the Company for a further year.
There were no other significant events subsequent to the period
end.
10. Further information
Copies of these interim results are available from the offices
of Maitland Administration (Guernsey) Limited, 3rd Floor, 1 Le
Truchot, St Peter Port, Guernsey, GY1 1WD and on the Company's
website www.stpeterportcapital.com.
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END
IR FDEFLSESSEDE
(END) Dow Jones Newswires
December 30, 2020 09:52 ET (14:52 GMT)
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