TIDMTREE

RNS Number : 9045T

Cambium Global Timberland Limited

29 November 2021

Cambium Global Timberland Limited

("Cambium" or the "Company")

Annual Results for the year ended 30 April 2021

Cambium (AIM: TREE) announces its audited results for the year ended 30 April 2021. A copy of the annual report and accounts will be sent to shareholders and will be available to view on the Company's website shortly, at http://www.cambium.je/ .

For further enquiries, please contact:

Cambium Global Timberland Limited

Tony Gardner-Hillman (Chairman) Tel: +44 (0)1534 486 980

WH Ireland Limited (Nomad and Broker)

James Joyce Tel: +44 (0)207 220 1666

Praxis Fund Services (Jersey) Limited (Administrator and Company Secretary)

Josh Farrow

Tel: +44 (0)1534 835835

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014). Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.

The below has been extracted from the full financial statements.

Chairman's Statement

In 2013, shareholders voted to change the Company's investment policy from investing principally in forestry assets or operations to realising investments in an orderly manner to achieve a balance between returning cash to shareholders and maximising value.

The journey has been a long one through difficult economic times, but the Company has now completed its exit from its entire portfolio of properties held at the time of that shareholder vote, in Australia, Georgia and Hawaii and the Brazilian states of Tocantins and Minas Gerais.

The Hawaiian exit took time due to absence of purchasers, but was ultimately achieved. Brazil proved even harder due to the weak Brazilian economy and currency. After a long wait, purchasers slowly returned and disposals were secured. In Tocantins, the 3R property was sold for cash (save for a withholding of R$400,000 tied to satisfactory resolution of a squatter situation). In Minas Gerais, there proved to be no prospect for fully cash disposals, and the Company is left with receivables comprising deferred purchase consideration payments. These debts are being serviced in line with the sale agreements and all payments are expected to be received by February 2023. In each case, the land title is not liable to be transferred until all payments have been received, so voluntary default is not anticipated. There is however the possibility of default, voluntary or otherwise, in which event, however unlikely, the Company will have to assume again the responsibility of managing the relevant property and searching for another purchaser. Although the financial outcome from, essentially, being paid twice for the same asset, might have its attractions, it is an outcome which is neither anticipated nor desired in view of the long wait our shareholders have already endured to receive capital returns on their investments in the Company.

Since the final asset sale, your Board has sought to improve outcomes for shareholders by exploring opportunities first for a sale of the receivables for a cash sum discounted to present day value, and secondly for extracting value from the Company's AIM admission via a reverse takeover. Sadly, after protracted negotiations on both fronts, the "Brazil risk" proved unattractive to counterparties.

The result is that the Board has now turned its attention to further cost cutting for the final part of the journey and is exploring the most cost-effective way to return capital to shareholders before finally closing the book.

Antony Gardner-Hillman

Chairman

26 November 2021

Operations Manager's Report

For the year ended 30 April 2021

Total returns for the year were a loss of GBP0.4 million compared to a loss of GBP6.2 million in the previous year. A profit on the sale of the properties was offset by a further fall in the value of the Brazilian Real from R$6.91:GBP1.00 at 30 April 2020 to R$7.51:GBP1.00 at 30 April 2021, impacting the sterling value of cash flows generated in Brazil. Operating costs declined as disposals continued.

Below is a summary of the results by geographic area.

Brazil

All the land and forests in Brazil have now been sold or are contracted to be sold. Continued difficult market conditions have required all the sales except 3R Tocantins (below) to include deferred payment terms which are being met. In all cases, titles do not pass to the buyers until all the payments due have been received. Cambium is not responsible for ongoing forest expenditure.

The 3R Tocantins property was purchased by a local forestry company by way of a single purchase payment, and that has been received in full except for a withholding of R$400,000 which may become payable if an issue with squatters can be favourably resolved. The Company was also successful in resolving the dispute over the Lizarda property, where it held a lien, and received a payment of R$2m.

In Minas Gerais, in line with payment terms under pre-existing wood sale agreements, payments were received for harvesting at Agua Santa and Ribeirao do Gado and then these contracts were superseded by contracts with the same parties agreeing also to purchase the land, with payments over the same periods. Payments are no longer linked to charcoal prices. At Forquilha the standing wood was sold with harvesting and payments due over two years. Subsequently, and as announced, the land at Forquilha has also been sold with payments over two years and all initial payments have been received.

Expenditure by the Company on security, fire protection and insurance, required prior to the sales to protect the Company's assets, has now ceased, with these costs now being borne by the purchasers.

United States - Hawaii

Cambium previously sold its plantation leases by way of assignment and the terms of the landlords' consents to the lease assignments required a sum equal to the balance of outstanding lease rental payments to be placed in escrow by the Company. The final amounts have been released to the Company from escrow and no balances are outstanding.

Conclusion

The Company's forestry assets (land and timber) have now all been sold with defined deferred payments expected over the period to February 2023.

Robert Rickman

Operations Manager

26 November 2021

Board of Directors

Antony R Gardner-Hillman, Independent Non-executive Chairman

Tony Gardner-Hillman is a solicitor of the Senior Courts of England and Wales and has a first-class honours degree in Jurisprudence from Oxford University. He co-founded the Jersey Trust Company group in 1987 and was a director and shareholder for 21 years until he resigned as non-executive group chairman and disposed of his remaining shareholding in the group holding company in 2008. He was a partner of Crills, a Jersey law firm, from 1987 to 2002, and a Jersey resident non-executive partner of the international law firm Holman, Fenwick & Willan (Jersey partnership) from 1987 to 2003. Since 2008 he has worked full-time on a varied portfolio of directorship appointments (including with AIM listed companies).

Svante Adde, Independent Non-executive Director

Svante Adde studied at the Stockholm School of Economics to take his BA degree in 1979. He joined Citibank in Stockholm that year as an account officer and moved with Citicorp to London in 1983 to work in M&A and corporate finance. Svante joined Lazard Brothers in London in 1989 to head up their Nordic business which he led until 2003 as a managing director/partner. During this period Lazard acquired its Stockholm office for which Svante was the managing director until 2003. Since 2003 he has worked as CFO of Ahlstrom in Helsinki, managing director of Compass Advisers, and from 2007 until 2013 was managing director and a senior adviser of Pöyry Capital.

Mark Rawlins, Independent Non-executive Director

Mark Rawlins is a solicitor of the Senior Courts of England and Wales and has an honours degree in Natural Sciences (Theoretical Physics) from Cambridge University. He joined Linklaters in London in 1993 and then moved to Arups (London) in 1997, before transitioning to the practice of off-shore law in 1998 with Maples and Calder, first in London and then in the Caribbean, where he became a group partner in 2005. His legal practice is focused on investment funds. He relocated to Jersey in 2011 and headed the Jersey investment fund practice of Collas Crill from 2011 to 2017. He currently practices as a lawyer with Hatstone Lawyers and acts as a non-executive director in a personal capacity.

Directors' Report

For the year ended 30 April 2021

The Directors present their annual report and the audited consolidated financial statements for the year ended 30 April 2021 (the "financial statements") of Cambium Global Timberland Limited (the "Company") and entities under its control (together the "Group").

Business of the Company

The Company was incorporated as a closed-ended Jersey-registered investment company with limited liability on 19 January 2007. The shares were successfully admitted to the Alternative Investment Market ("AIM"). The Company has received a certificate from, and is regulated by, the Jersey Financial Services Commission under the Collective Investment Funds (Jersey) Law 1988, as amended.

The Company's initial strategy was: to generate superior total returns to investors by effectively managing an optimised portfolio of timberland properties and timberland-related investments diversified by location, age class and species; to manage each of the assets on an environmentally and socially sustainable basis; and to manage assets for timber production with exposure to emerging environmental markets. Subsequent to the strategic review, completed in November 2012, the Company's strategy is to implement an orderly realisation of the Group's investments in a manner which maximises value for shareholders and returns surplus cash to shareholders over time through ad hoc returns of capital.

A review of business during the year and future developments is contained in the Chairman's Statement and Operations Manager's Report.

Going concern

On 30 November 2012, the Independent Directors announced the outcome of the strategic review initiated in June 2012. The Directors proposed and recommended a change of investment policy with a view to implementing an orderly realisation of the Group's investments in a manner which maximises value for shareholders and returns surplus cash to shareholders over time through ad hoc returns of capital. This proposal was approved by shareholders at an Extraordinary General Meeting ("EGM") on 22 February 2013. There is no set period for the realisation of the portfolio.

During the prior year, the Group completed the sale of the Agua Santa property in Minas Gerais. During the current year, the Group has completed a deal for the sale of the entire Ribeirao do Gado property in Minas Gerais; separate deals for the sale of the Forquilha land and Forquilha plantations in Minas Gerais; and a deal for the sale of the entire 3R Tocantins property (see note 12).

As at the date of approval of these financial statements, the Directors have no intention to instigate a winding-up of the Company, a course of action that would require the approval of shareholders. As a result, as at 30 April 2021 the assets and liabilities of the Company pertaining to the Jersey operations have not been classified as held for sale and its operations continue to be treated as continuing.

The COVID-19 pandemic has resulted in adverse impact to businesses globally and has contributed to the volatility of many businesses and communities throughout the world. The impact of the global spread of COVID-19 continues to evolve and will require continued assessment as the pandemic follows its course. The extent of the impact on the Group's investments and ultimately to the Group will depend on future developments, including the duration of the outbreak and the extent of the impact of the pandemic on the Brazilian economy, in particular on the counterparties to the Group's agreements for the sale of the Agua Santa, Ribeirao do Gado and Forquilha properties. The virus is widespread in Brazil, and is likely to continue to be so for some time, however there is evidence that Brazilian rural activities continue largely unaffected. These agreements are underpinned by the competitive Brazilian exchange rate and continued demand for wood, paper and agricultural products on a worldwide basis. The Group continues to monitor the ability of service providers to continue to function with employees working from home. In the opinion of the Board, there are, for the time being, no signs that contracts entered into will not run their course. The Board will nevertheless continue to monitor the situation and take appropriate mitigating actions as necessary.

The Directors have reviewed the Group's cash flow forecasts to 28 February 2023 and consider that the Group has sufficient resources available to pay its liabilities as they fall due. As a result, the Directors believe it is appropriate to prepare the financial statements on a going concern basis.

Results and dividends

The results of the Group are stated below. The Directors do not propose a dividend in respect of the financial year ended 30 April 2021 (2020: GBPNil).

The Board

The Board currently consists of three Directors. The Board considers that the Operations Manager is independent of the Board.

It is required that Directors shall retire by rotation and stand for re-election at regular intervals of no more than three years, or in the case of a non-independent Director, every year. At each AGM the number of Independent Directors required to retire (other than any Director who wishes to retire without offering himself for re-election) shall not exceed one third of the total number of Directors. If two or more Directors have been in office for the same period of time then the Director(s) to retire shall be determined by agreement or by lot. Each Director is appointed for a three-year term subject to the performance evaluation carried out by the Remuneration Committee each year. The Board will agree whether it is appropriate for a Director to seek an additional term. There is no set notice period and no provision for compensation upon early termination of appointment.

Directors

The Directors of the Company who held office during the year and to the date of signing of these financial statements are detailed below:

 
                          Appointed 
                          31 July 2015 (re-appointed 
 Antony Gardner-Hillman    20 September 2018) 
                          23 July 2013 (re-appointed 19 September 2019, 
 Roger Lewis               resigned 1 May 2020) 
 Svante Adde              23 July 2013 (re-appointed 19 September 2019) 
 Mark Rawlins             1 May 2020 
 

Directors' interests

Svante Adde had an interest in 160,840 shares of the Company at 30 April 2021, representing 0.22% of the Company's issued share capital.

Substantial shareholdings

As at 30 April 2021 the Company has received notifications of the following Shareholder interests in 5% or more of the issued shares of the Company:

 
                             Number of 
                                        ------- 
 Name of investors              shares   % held 
------------------------  ------------  ------- 
 Peter Gyllenhammar AB      23,667,097    32.10 
 Rath Dhu Limited           17,400,000    23.60 
 British Steel Pensions      7,930,213    10.76 
 
 

Corporate governance

As a Jersey incorporated company and under the AIM Rules for companies, it is not a requirement for the Company to comply with the UK Corporate Governance Code published by the Financial Reporting Council (the "FRC Code").

On 15 July 2021, pursuant to the Collective Investment Funds (Jersey) Law 1988, the Jersey Financial Services Commission issued its updated Codes of Practice for Certified Funds (the "CF Codes"). The CF Codes have been prepared and issued for the purpose of establishing sound principles and providing practical guidance in respect of any Jersey certified fund. The Company has considered the nine fundamental principles of the CF Codes and has adopted certain policies in order to comply with the CF Codes.

The Board considers that it is appropriate to adopt the principles of the CF Codes. The Directors believe that the Company has complied throughout the accounting period, except where noted below. The Board will continue to consider the Company's corporate governance practices, periodically at Board meetings, so as to remain satisfied with the degree of compliance with the principles as set out in the CF Codes. The following describes how the relevant principles of governance are applied to the Company.

Board meetings

The Board meets at least four times a year and between these formal meetings there is regular contact between the Board and the Operations Manager as well as other advisers. The Directors are kept fully informed of investment and financial controls and other matters that are relevant to the business of the Company. The Directors have access, where necessary in the furtherance of their duties, to independent professional advice at the expense of the Company.

Any matters that should be brought to the Directors' attention are provided in an agenda and all items are considered by the Board and its advisers at the Company's quarterly meetings. Sufficient notice is provided to all the Board members and the Operations Manager prior to any formal meeting. Focus is given to a review of the Company's investment performance, approval of financial statements, approval of borrowings by the Company and its Group, as well as associated matters such as investor relations, industry and market conditions and the overall strategy of the Company. A set of papers containing quarterly reporting is circulated to the Board in advance of the meeting and the Directors may request to be added any agenda items that they consider appropriate for Board discussion. All Directors are able to request relevant financial and regulatory information from the Company's engaged parties and should expect to receive such items within a timely manner. Additionally, each Director is required to inform the Board of any potential or actual conflict of interest prior to Board discussion.

Contractual agreements are not entered into without full and proper consideration by the Board and Directors' contracts are reviewed on an annual basis by the Company's Remuneration Committee, as discussed below.

Committees of the Board

Audit Committee

The Board operates an Audit Committee, which comprises all of the Directors. Roger Lewis acted as Chairman until his retirement on 1 May 2020, when Antony Gardner-Hillman took over the role of Chairman. Subsequently, Mr Gardner-Hillman retired as Chairman on 8 June 2021, and Mark Rawlins was appointed in his place. The Audit Committee operates within defined terms of reference as agreed by the Board which are available from the Company Secretary upon request (see Key Parties below). The Audit Committee's function is to ensure the Company's financial performance is properly reported on and monitored and to advise the Board on whether the annual report and financial statements, taken as a whole, are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company's performance, business model and strategy. Where non-audit services are to be provided to the Group by the Auditor, full consideration of the financial and other implications on the independence of the Auditor arising from any such engagement will be considered before engaging. The Audit Committee meets at least twice a year and considers the items below, however the list is not exhaustive:

 
 --   the annual and interim financial statements; 
 --   internal control systems and procedures; 
 --   accounting policies of the Group; 
 --   the Auditor's effectiveness and independence; 
 --   announcements; and 
 --   the Auditor's remuneration and engagement, as well as any non-audit 
       services provided by them. 
 

When required the Audit Committee meetings are also attended by the Administrator and the Company's external Auditor.

Remuneration Committee

The Board operates a Remuneration Committee which comprises all of the Directors. Svante Adde acts as Chairman of the Committee. The Remuneration Committee operates within defined terms of reference agreed by the Board which are available from the Company Secretary upon request. Under its terms of reference, the Committee expects to meet at least once a year. The main duties of the Committee are outlined below, but the list is not exhaustive.

 
 --   reviewing the performance and remuneration of the Board and of the 
       Chairman; 
 --   reviewing the performance and remuneration of the Operations Manager; 
       and 
 --   reviewing the performance and engagement terms of third party service 
       providers including the Company Secretary and Administrator. 
 

As part of the evaluation process the Committee will evaluate the composition and balance of the Board. The experience, skills and effectiveness of each Director are also considered before recommendation of their individual re-election. The remuneration of each appointment is carefully considered in line with the quality and experience of the provider and measured against the work they undertake for the Company.

Details of the skills and experience of the Directors are disclosed in the biography section below.

The Chairman leads the performance evaluation of the Board and the Directors lead the evaluation of the Chairman. The Board, as a whole, evaluates its own performance and that of its committees and third party advisers. This evaluation ensures that the Chairman continues to remain independent from the Operations Manager and his integrity and judgement does not conflict with his own interests and those of the shareholders.

Meeting attendance

All members of the Board are expected to attend each Board meeting and to arrange their schedules accordingly, although non-attendance is unavoidable in certain circumstances.

The table below shows the number of meetings held during the year ended 30 April 2021 and the number of Board and committee meetings attended by each Director:

 
                                                      Audit               Remuneration 
                                                Committee meetings 
------------------------  ------             ----------------------                         ------ 
                            Board meetings                             Committee meetings     Other meetings 
------------------------  -----------------  --------  ------------  ---------------------  ----------------- 
                           Held    Attended    Held      Attended      Held     Attended     Held    Attended 
------------------------  ------  ---------  --------  ------------  -------  ------------  ------  --------- 
 Antony Gardner-Hillman      4        4          6           6          1           1          3        3 
 Svante Adde                 4        4          6           6          1           1          3        3 
 Mark Rawlins                4        4          6           6          1           1          3        3 
------------------------  ------  ---------  --------  ------------  -------  ------------  ------  --------- 
 

Board responsibilities

The Directors meet at least four times a year to consider, as appropriate, such matters as:

 
 --   the overall objectives for the Company; 
 --   risk assessment and management, including reporting, monitoring, governance 
       and control; 
 --   any shifts in strategy that may be appropriate in light of changes 
       in market conditions; 
 --   the appointment and ongoing monitoring, through regular reports and 
       meetings, of the Operations Manager, Administrator and other service 
       providers; 
 --   the Company's investment performance and investment realisations; 
 --   share price performance; 
 --   statutory obligations and public disclosure; 
 --   the shareholder profile of the Company; and 
 --   transactional and other general matters affecting the Company. 
 

The Board has been continually engaged in a review of the Company's strategy with the Operations Manager and Broker to ensure the employment of appropriate strategies under prevailing market, political and economic conditions at any particular time, within the overall investment restrictions of the Company.

To support the review of the strategy, the Board has focused at Board meetings on a review of individual investments and returns, country exposure, the overall portfolio performance and any associated matters. Additionally, a strong focus of attention is given to marketing, investor relations, risk management and compliance, peer group information and industry issues.

These matters are discussed by the Board to clearly demonstrate the seriousness with which the Directors take their fiduciary responsibilities and as an ongoing means of measuring and monitoring the effectiveness of their actions.

The Board has engaged external providers to undertake the administrative activities of the Company and the production of the annual report and financial statements, which are independently audited. Clearly documented contractual arrangements are in place with these parties that define the areas where the Board has delegated responsibility to them. Whilst the Board delegates responsibility, it retains accountability for the functions it delegates and is responsible for the systems of internal control.

Relations with shareholders

The Board monitors the trading activity and shareholder profile on a regular basis and places importance on effective communication with shareholders. The Board and the Broker endeavour to maintain dialogue with major shareholders. In addition, the Company reports formally to shareholders twice a year, by way of the annual report and interim report. All shareholders have the opportunity to attend the AGM of the Company where a Director is present to answer any questions.

Current information is provided to shareholders on an ongoing basis through the Company's website: www.cambium.je.

Internal controls

The Board is ultimately responsible for the Company's system of internal control and for reviewing its effectiveness. The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place for the year under review and up to the date of approval of this annual report and financial statements. In line with general market practice for investment companies, the Directors do not conduct a formal annual review of the internal controls. However, the Board does conduct an annual review of the financial reporting procedures and corporate governance controls and feels that the procedures employed by the service providers adequately mitigate the risks to which the Company is exposed.

The key procedures which have been established to provide effective internal controls are as follows:

 
 --   Praxis Fund Services (Jersey) Limited ("Praxis Jersey"), under an Administration 
       Agreement dated 15 April 2016, is responsible for the administration 
       and company secretarial duties of the Company; 
 --   Praxis Fund Services Limited, under an outsourcing agreement with Praxis 
       Jersey dated 15 April 2016, is responsible for the sub-administration 
       and delegated company secretarial duties of the Company; 
 --   the Directors of the Company clearly define the duties and responsibilities 
       of their agents and advisers in the terms of their contracts; 
 --   Robert Rickman, the Operations Manager, is responsible for the oversight 
       of forest management and the realisation process for the timber assets 
       owned by the Company's subsidiaries; 
 --   the Board reviews financial information produced by the Operations 
       Manager on a regular basis; 
 --   the Company does not have an internal audit department. All of the 
       Company's management functions are delegated to independent third parties 
       and it is therefore felt that there is no need for the Company to have 
       an internal audit facility; and 
 --   on an ongoing basis, independently prepared compliance reports are 
       provided as appropriate at Board meetings. 
 

The internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss.

Bribery Act

The Bribery Act came into force in the UK on 1 July 2011. Whilst the Act is UK legislation and is not directly applicable to Jersey, its far-reaching provisions mean that it does impact on Jersey companies. It is therefore important that the Company is aware of the impact of the Act, the offences under the Act and how to protect itself. The Company acknowledges its responsibility to maintain adequate procedures to prevent acts of bribery and has considered the risks and aspects of the Company's business that might be improved to mitigate such risks. The Board has a zero tolerance policy towards bribery and is committed to carrying out business fairly, honestly and openly.

Foreign Account Tax Compliance Act ("FATCA")/Intergovernmental Agreement ("IGA")

The Company's return for 2020 under the Jersey/US IGA (US FATCA) was completed on time in June 2021.

Some accounts are exempted from reporting and this includes accounts for certain types of listed shares.

Common Reporting Standard ("CRS")

The Company's CRS return for 2020 was completed on time in June 2021.

The Jersey regulations that give effect to CRS in Jersey came into effect from 1 January 2016. All new account holders were required to complete self-certification forms and any high value pre-existing individual account holders needed to be identified by 31 December 2016. The Company complied on time with on-boarding procedures, the due diligence process to identify all pre-existing accounts, and annual reports to date.

Directors' responsibilities with regards to financial reporting

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

Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards and applicable law.

Under the Companies (Jersey) Law 1991, the Directors must not approve the financial statements for any period unless they are satisfied that the financial statements give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group 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 applicable accounting standards have been followed, subject 
       to any material departures disclosed and explained in the financial 
       statements; 
 --   assess the Company's ability to continue as a going concern, disclosing, 
       as applicable, matters related to going concern; and 
 --   use the going concern basis of accounting unless they either intend 
       to liquidate the Company or to cease operations, or have no realistic 
       alternative but to do so. 
 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with Companies (Jersey) Law 1991. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group 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 in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In the opinion of the Directors, the annual report and audited consolidated financial statements taken as a whole, are fair, balanced and understandable and provide the information necessary to assess the Company's performance, business model and strategy.

Auditor

On 27 May 2021, KPMG Channel Islands Limited retired as the Company's auditor. On 28 May 2021, Moore Stephens Audit & Assurance (Jersey) Limited ("Moore Stephens") was appointed in their place. A resolution giving authority to reappoint Moore Stephens will be proposed at the forthcoming AGM.

Directors' remuneration report

An ordinary resolution for approval of the Remuneration Committee's Report will be put to shareholders at the forthcoming AGM.

Company performance

The Board is responsible for the Company's investment strategy and performance, although the management oversight of the Company's investments and operations is delegated to the Operations Manager.

On behalf of the Board

 
 Antony Gardner-Hillman   Mark Rawlins 
 26 November 2021          26 November 2021 
 

Audit Committee Report

For the year ended 30 April 2021

The Company has established an Audit Committee with formally delegated duties and responsibilities which are documented in written terms of reference, copies of which are available from the Company Secretary.

Chairman and Membership

During the year, the Audit Committee was chaired by Antony Gardner-Hillman, who took over from Roger Lewis as Chairman upon the resignation of the latter as a Director on 1 May 2020. Its members are all three members of the Board of Directors, each of whom is an independent, non-executive Director. The Audit Committee meets not less than twice a year and meets with the external Auditor at least once a year. The performance, membership and terms of reference of the Audit Committee are kept under review. Mark Rawlins took over from Mr Gardner-Hillman as Chairman of the Committee on 8 June 2021.

Duties

The principal duties of the Audit Committee in discharging its responsibilities include reviewing the Annual Report and audited consolidated financial statements, the Interim Report and unaudited consolidated financial statements, the system of internal control and the terms of engagement and remuneration of the external Auditor. The Audit Committee considers, discusses and agrees the nature and scope of the audit and reviews the effectiveness of the audit and the independence and objectivity of the external Auditor. The Audit Committee is responsible for monitoring the financial reporting process, including the appropriateness of the Group's accounting policies, and the effectiveness of the Group's internal control policies and procedures for the identification, assessment and reporting of risks and the prevention and detection of fraud. The Audit Committee is also responsible for overseeing the Company's relationship with the external Auditor, including making recommendations to the Board in relation to the appointment, re-appointment or removal of the Company's external Auditor.

Financial Reporting and Audit

The Audit Committee reviews, considers and, if thought appropriate, recommends to the Board the approval of the contents of the Interim Report and unaudited consolidated financial statements and the Annual Report and audited consolidated financial statements, together with the report of the external Auditor. The Audit Committee focuses particularly on any changes in accounting policies and practices, major areas of judgement, including the fair value of investments, significant adjustments arising from the audit, the going concern assessment, compliance with accounting standards, and compliance with legal, regulatory and corporate governance requirements.

The Audit Committee provides a formal forum through which the external Auditor may discuss any problems or reservations which arise from the audit or otherwise and the external Auditor is invited to attend meetings at which the annual consolidated financial statements are considered.

After discussion with the Operations Manager, the Audit Committee is in agreement with the key sources of estimation uncertainty, as described in note 4 to the consolidated financial statements.

Note 5 to the consolidated financial statements highlights that the total carrying values of the Group's assets and liabilities were GBP7.53 million (2020: GBP9.49 million) and GBP0.20 million (2020: GBP1.79 million) respectively. The Group's assets and liabilities are valued based on the accounting policies described in detail in note 3 to the consolidated financial statements. Valuation methodologies have been discussed with the Operations Manager and are reviewed by the Audit Committee. These valuations are taken into consideration when estimating the fair values of GBP0.89 million for the Forquilha tree crop and of GBP3.80 million for the contractual receivables relating to the sales of the Agua Santa land and plantations, the Ribeirao do Gado land and plantations, the 3R Tocantins land and plantations and the Forquilha land in these consolidated financial statements.

After due consideration the Audit Committee recommends to the Board that the Annual Report and consolidated financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's performance, business model and strategy.

External Auditor

The Audit Committee keeps under review the relationship with the external Auditor, including (but not limited to) the independence and objectivity of the external Auditor and the consideration of fees paid to the external Auditor together with any other fees payable in respect of non-audit services, and discusses with the external Auditor issues such as compliance with accounting standards. All non-audit services are pre-approved by the Audit Committee after they are satisfied that relevant safeguards are in place to protect the Auditor's objectivity and independence.

KPMG Channel Islands Limited retired as the Company's external Auditor on 27 May 2021, and Moore Stephens Audit & Assurance (Jersey) Limited were appointed in their place on 28 May 2021.

Internal Controls

The Operations Manager, Administrator and Sub-Administrator together maintain a system of internal control which they report to the Audit Committee. The Audit Committee has reviewed the need for an internal audit function and has decided that the systems and procedures employed by the Operations Manager, Administrator and Sub-Administrator provide sufficient assurance that a sound system of risk management and internal control is maintained to safeguard shareholders' investment and the assets of the Group. An internal audit function specific to the Group has therefore been considered unnecessary.

The Audit Committee has considered non-financial areas of risk such as disaster recovery and staffing levels of service providers.

On behalf of the Audit Committee

Mark Rawlins

Audit Committee Chairman

26 November 2021

Remuneration Committee Report

For the year ended 30 April 2021

Introduction

An ordinary resolution to receive and adopt this report will be put to shareholders at the forthcoming AGM.

Policy on Directors' fees

The Remuneration Committee was appointed on 26 January 2010. It comprises all three members of the Board of Directors and is chaired by Svante Adde.

The Board's policy is that the remuneration of the Directors should reflect the experience of each Board Member and the Board as a whole. It is ensured that the remuneration of each Director reflect their duties, responsibilities and time spent so as to be fair and comparable with similarly sized companies, with similar regulation and structure. The level of remuneration should be sufficient to retain the Directors to oversee the Company properly and to reflect its specific circumstances. It is intended that this policy will continue for the year ending 30 April 2021 and subsequent years.

Furthermore, the fees for the Directors are determined within limits set out in the Company's Articles of Association. The present limit is an aggregate of GBP200,000 per annum. The Directors are not eligible for bonuses or incentive schemes. Details of the Directors' remuneration during the year are disclosed below.

During the year the Directors received the following contractual Directors' fees from the Company:

 
                                        30 April   30 April 
                                            2021       2020 
                                           Total      Total 
                                             GBP        GBP 
-----------------------------------    ---------  --------- 
 Antony Gardner-Hillman (Chairman)        48,000     48,000 
 Svante Adde                              25,000     25,000 
 Mark Rawlins                             25,000          - 
 Roger Lewis                                   -     25,000 
                                          98,000     98,000 
  -----------------------------------  ---------  --------- 
 

The Directors are also entitled to be repaid all reasonable out of pocket expenses properly incurred by them in connection with the performance of their duties or in attending meetings of the Board or of committees or general meetings.

The Board has a breadth of experience relevant to the Company and has access to independent professional advice at the Company's expense where they deem it necessary to discharge their responsibility as Directors. The Board, with assistance of its Committees, can identify the need for any new appointments and consideration will be given as to whether a formal induction process is appropriate and if any relevant training needs to be offered for the role. Directors believe that any changes to the Board's composition can be managed without undue disruption.

Other than the above, there were no other fees paid to the Board. The Company did not engage the services of an external remuneration consultant during the year.

On behalf of the Remuneration Committee

Svante Adde

Remuneration Committee Chairman

26 November 2021

INDEPENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF CAMBIUM GLOBAL TIMBERLAND LIMITED

Report on the Audit of the Financial Statements

Qualified Opinion

We have audited the consolidated financial statements of Cambium Global Timberland Limited and its subsidiaries (the "Group") which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position as at 30 April 2021, the consolidated statement of changes in equity, consolidated statement of cash flows and notes to the financial statements including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards ('IFRS') as adopted by the International Accountings Standards Board ("IASB").

In our opinion, except for the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

-- give a true and fair view of the state of the Group's affairs as at 30 April 2021 and of its results for the year then ended;

   --      have been properly prepared in accordance with the IFRS as adopted by the IASB; and 
   --      have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991. 

Basis for qualified opinion

During the year ended 30 April 2021, the Group has disposed of the majority of its forestry assets in line with the Group's strategy of orderly realisation of its investments. As a result, the Group has been exposed to tax on realised profits from the sale of assets. The Group has not made any provision for tax liability as the Group believes it has sufficient deductible tax losses available to be offset against its realised profits. We were unable to obtain sufficient reliable and relevant audit evidence relating to the existence and quantification of such tax losses and consequently, we are unable to determine whether the Group's exposure to tax liability, if any, is material.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Jersey, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included understanding the nature of the Group, its business model, system of internal controls and related risks including relevant impact of the COVID-19 pandemic to the business, critically assessing the key assumptions made by management including its appropriateness in the context of the financial reporting framework, and evaluating the directors' plans for future actions in relation to their assessment.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion these matters.

 
 Key Audit Matter                       How the matter was addressed in the 
                                         audit 
 Impairment of receivables                         Our main audit procedures in respect 
                                                    of revenue recognition were as follows: 
  The Group's financial receivables                  *    We obtained an understanding of the Group's 
  as at year end represents                               accounting policy and estimation techniques applied 
  51% of the total assets and                             to receivables, including an analysis of the 
  are classified as financial                             effectiveness of the design and implementation of 
  assets measured at amortised                            controls related to relevant processes employed by 
  cost. The calculation of impairment                     the Group; 
  involves management estimation 
  and may be subject to management 
  bias.                                              *    We performed direct confirmation to the 
                                                          counterparties to ensure that the receivables exist 
                                                          and are complete. In addition to the confirmation of 
                                                          balances, we have inquired from counterparties 
                                                          whether there are any events or conditions that will 
                                                          hinder them in meeting the agreed payment schedule 
                                                          and timeline; 
 
 
                                                     *    We obtained and reviewed the valuation workings 
                                                          performed by the Operations Manager as approved by 
                                                          the Board of Directors; 
 
 
                                                     *    We determine any indicators of impairment including 
                                                          assessing subsequent recoveries of receivables and 
                                                          reviewing available financial reports supporting the 
                                                          financial standings of counterparties; and, 
 
 
                                                     *    We reviewed the disclosures included in the notes to 
                                                          the consolidated financial statements. 
 
 
 
                                                    Key Observations 
                                                    We did not note any material issues 
                                                    arising from the procedures performed 
                                                    in this area. 
                                       ----------------------------------------------------------------------- 
 

Our application of materiality

We define materiality as the magnitude of misstatements in the consolidated financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the results of that work. Materiality was determined as follows:

Consolidated financial statements as a whole:

Materiality was calculated at GBP215,000 which is approximately 3% of Net Assets. This benchmark is considered the most appropriate because, based on our professional judgement, we considered that this is the primary measure used by the users of the consolidated financial statements in assessing the performance of the Group.

Communication of misstatements to the Board:

We agreed with the Directors that any misstatement above GBP10,700 identified during our audit will be reported, together with any misstatement below that threshold that, in our view, warranted reporting on qualitative grounds.

An overview of the scope of our audit

During our audit planning, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements including the consideration of where Directors made subjective judgements, for example, in respect of the assumptions that underlie significant accounting estimates and their assessment of future events that are inherently uncertain. We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole taking into account the Group, its accounting processes and controls and the industry in which it operates.

Other information

The Directors are responsible for the other information. The other information comprises the information included in the annual report set out belowother than the consolidated financial statements and our auditor's report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audits or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the consolidated financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by exception

In respect solely of the limitation on our work relating to the tax exposure of the Group as described in our Basis for Qualified Opinion:

-- we have failed to obtain all the information and explanations, which, to the best of our knowledge and belief, are necessary for the purposes of our audit.

We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:

   --      adequate accounting records have not been kept, or 
   --      returns adequate for our audit have not been received from branches not visited by us; or 
   --      the financial statements are not in agreement with the accounting records and returns; or 
   --      we have not received all the information and explanations we require for our audit. 

Responsibilities of directors for the consolidated financial statements

As explained more fully in the Statement of Directors' Responsibilities above, the Directors are responsible for the preparation of the consolidated financial statements which give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Group and its management.

Our approach was as follows:

-- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant are those that relate to the Companies (Jersey) Law 1991 and the AIM Rules for Companies. We also reviewed the laws and regulations applicable to the Group that have an indirect impact on the financial statements.

-- We gained an understanding of how the Group is complying with Companies (Jersey) Law 1991 and the AIM Rules for Companies by making inquiries of management. We corroborated our inquiries through our review of minutes of Board of Directors meetings and the review of various correspondence examined in the context of our audit and noted that there was no contradictory evidence.

-- We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where they considered there was susceptibility to fraud. We also considered performance targets and their propensity to influence management to manage earnings and revenue by overriding internal controls. We performed specific procedures to respond to the fraud risk of inappropriate revenue recognition. Our procedures also included a risk-based sample of journal entries that may have been posted with the intention of overriding internal controls to manipulate earnings. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

-- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities.This description forms part of our auditor's report.

Use of our report

This report is made solely to the Group's shareholders as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Group's shareholders 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 Group and the Group's shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Phillip Callow

For and on behalf of Moore Stephens Audit & Assurance (Jersey) Limited

1 Waverley Place

Union Street

St Helier

Jersey

Channel Islands

JE4 8SG

Dated: 26 November 2021

Consolidated Statement of Comprehensive Income

For the year ended 30 April 2021

 
                                                               30 April 2021   30 April 2020 
 Continuing operations                                 Notes             GBP             GBP 
------------------------------------------------  ----------  --------------  -------------- 
 Finance costs                                             8       (109,830)       (115,996) 
 Net foreign exchange loss                                           (1,082)         (1,282) 
----------------------------------------------------  ------  --------------  -------------- 
 Net finance costs                                                 (110,912)       (117,278) 
----------------------------------------------------  ------  --------------  -------------- 
 Administrative expenses                                   6       (536,697)       (472,596) 
 Loss for the year from continuing operations                      (647,609)       (589,874) 
----------------------------------------------------  ------  --------------  -------------- 
 Discontinued operations 
 Profit/(loss) on disposal of assets 
  held for sale                                           13       1,192,547        (20,696) 
 Increase/(decrease) in fair value of 
  assets and disposal group held for sale                 13         412,204     (1,637,347) 
 Revaluation of receivable from disposal 
  of asset held for sale                                             319,489               - 
                                                                   1,924,240     (1,658,043) 
----------------------------------------------------------------------------  -------------- 
 Administrative expenses                                   6       (213,722)       (145,171) 
 Forestry management expenses                                              -         (5,351) 
 Forestry operating expenses                               7       (316,778)       (434,761) 
                                                                   (530,500)       (585,283) 
----------------------------------------------------------------------------  -------------- 
 Operating profit/(loss) from discontinued 
  operations                                                       1,393,740     (2,243,326) 
----------------------------------------------------  ----------------------  -------------- 
 Finance costs                                             8         (5,380)        (24,326) 
 Net foreign exchange loss                                          (56,147)       (101,298) 
----------------------------------------------------  ----------------------  -------------- 
 Net finance costs                                                  (61,527)       (125,624) 
----------------------------------------------------  ----------------------  -------------- 
 Profit/(loss) before taxation from discontinued 
  operations                                                       1,332,213     (2,368,950) 
 Taxation charge                                           9               -               - 
----------------------------------------------------  ------  --------------  -------------- 
 Profit/(loss) for the year from discontinued 
  operations                                                       1,332,213     (2,368,950) 
----------------------------------------------------  ----------------------  -------------- 
 
 Profit/(loss) for the year                                          684,604     (2,958,824) 
----------------------------------------------------  ----------------------  -------------- 
 Other comprehensive loss 
 Items that are or may be reclassified 
  to profit or loss, net of tax 
 Foreign exchange loss on translation 
  of discontinued foreign operations                      15     (1,062,520)     (3,239,954) 
 Other comprehensive loss for 
  the year                                                       (1,062,520)     (3,239,954) 
--------------------------------------------------    ------  --------------  -------------- 
 Total comprehensive loss for the year                             (377,916)     (6,198,778) 
----------------------------------------------------  ----------------------  -------------- 
 Basic and diluted earnings/(loss) per                    10      0.93 pence    (4.01) pence 
  share 
----------------------------------------------------  ------  --------------  -------------- 
 Basic and diluted loss per share from                    10    (0.88) pence    (0.80) pence 
  continuing operations 
----------------------------------------------------  ------  --------------  -------------- 
 Basic and diluted earnings/(loss) per                    10      1.81 pence    (3.21) pence 
  share from discontinued operations 
----------------------------------------------------  ------  --------------  -------------- 
 
 

All gains and losses from continuing and discontinued operations are attributable to the Company. There are no non-controlling interests.

The notes below form an integral part of these consolidated financial statements.

Consolidated Statement of Financial Position

At 30 April 2021

 
                                     30 April 2021   30 April 2020 
                               Notes           GBP             GBP 
 Non-current assets 
 Trade and other receivables      14       942,487       1,441,991 
                                      ------------  -------------- 
 
 Current assets 
 Assets held for sale             13       980,744       5,608,306 
 Trade and other receivables      14     2,879,821       1,816,048 
 Cash and cash equivalents               2,721,997         625,612 
                                      ------------  -------------- 
 Total current assets                    6,582,562       8,049,966 
                                      ------------  -------------- 
 
 Total assets                            7,525,049       9,491,957 
-------------------------------  -----------------  -------------- 
 
 Current liabilities 
 Liabilities held for sale        13       160,443          46,269 
 Loan payable to related party    16             -       1,652,347 
 Trade and other payables         17        38,836          89,655 
 Total liabilities                         199,279       1,788,271 
-------------------------------  -----------------  -------------- 
 
 Net assets                       11     7,325,770       7,703,686 
-------------------------------  ---  ------------  -------------- 
 
 Equity 
 Stated capital                   20     2,000,000       2,000,000 
 Distributable reserve            21    82,603,312      82,603,312 
 Translation reserve              21   (1,500,249)       (437,729) 
 Retained loss                        (75,777,293)    (76,461,897) 
-------------------------------  -----------------  -------------- 
 Total equity                            7,325,770       7,703,686 
-------------------------------  ---  ------------  -------------- 
 Net asset value per share        11     9.9 pence      10.4 pence 
-------------------------------  ---  ------------  -------------- 
 
 

These consolidated financial statements were approved and authorised for issue on 26 November 2021 by the Board of Directors.

 
 Antony Gardner-Hillman   Mark Rawlins 
 

The notes below form an integral part of these consolidated financial statements.

Consolidated Statement of Changes in Equity

For the year ended 30 April 2021

 
                                              Stated   Distributable   Translation       Retained 
                                             capital         reserve       reserve           loss         Total 
                                                 GBP             GBP           GBP            GBP           GBP 
----------------------------------------  ----------  --------------  ------------  -------------  ------------ 
 At 30 April 2020                          2,000,000      82,603,312     (437,729)   (76,461,897)     7,703,686 
 Total comprehensive loss for 
  the year 
 Profit for the year                               -               -             -        684,604       684,604 
 Other comprehensive loss 
 Foreign exchange losses on translation 
  of discontinued foreign operations 
  (note 15)                                        -               -   (1,062,520)              -   (1,062,520) 
----------------------------------------  ----------  --------------  ------------  -------------  ------------ 
 Total comprehensive loss                          -               -   (1,062,520)        684,604     (377,916) 
----------------------------------------  ----------  --------------  ------------  -------------  ------------ 
 
 At 30 April 2021                          2,000,000      82,603,312   (1,500,249)   (75,777,293)     7,325,770 
----------------------------------------  ----------  --------------  ------------  -------------  ------------ 
 
 
                                              Stated   Distributable   Translation       Retained 
                                             capital         reserve       reserve           loss         Total 
                                                 GBP             GBP           GBP            GBP           GBP 
----------------------------------------------------  --------------  ------------  -------------  ------------ 
 At 30 April 2019                          2,000,000      82,648,243     2,802,225   (73,503,073)    13,947,395 
 Total comprehensive loss for 
  the year 
 Loss for the year                                 -               -             -    (2,958,824)   (2,958,824) 
 Other comprehensive loss 
 Foreign exchange losses on translation 
  of discontinued foreign operations 
  (note 15)                                        -               -   (3,239,954)              -   (3,239,954) 
----------------------------------------  ----------  --------------  ------------  -------------  ------------ 
 Total comprehensive loss                          -               -   (3,239,954)    (2,958,824)   (6,198,778) 
----------------------------------------  ----------  --------------  ------------  -------------  ------------ 
 
 Transactions with owners 
 Share buy-backs (note 20)                         -        (44,931)             -              -      (44,931) 
----------------------------------------  ----------  --------------  ------------  -------------  ------------ 
 Total transactions with owners                    -        (44,931)             -              -      (44,931) 
----------------------------------------  ----------  --------------  ------------  -------------  ------------ 
 
 At 30 April 2020                          2,000,000      82,603,312     (437,729)   (76,461,897)     7,703,686 
----------------------------------------  ----------  --------------  ------------  -------------  ------------ 
 

The notes below form an integral part of these consolidated financial statements.

Consolidated Statement of Cash Flows

For the year ended 30 April 2021

 
                                                        30 April 2021   30 April 2020 
                                                   Note           GBP             GBP 
-------------------------------------------------------  ------------  -------------- 
 Cash flows from operating activities 
 Profit/(loss) for the year                                   684,604     (2,958,824) 
 Adjustments for: 
  (Increase)/decrease in fair value 
   of assets and disposal group held 
   for sale                                          13     (412,204)       1,637,347 
  (Profit)/loss on disposal of assets 
   held for sale                                     13   (1,192,547)          20,696 
  Revaluation of receivable from disposal 
   of assets held for sale                                  (319,489)               - 
  Net finance costs, excluding foreign 
   exchange movements - continuing operations         8       109,830         115,996 
  Net finance costs, excluding foreign 
   exchange movements - discontinued 
   operations                                         8         5,380          24,326 
  Decrease in trade and other receivables 
   (excluding receivables reclassified 
   from assets held for sale)                                  31,592         165,779 
  Increase/(decrease) in trade and other 
   payables                                                    63,355        (15,677) 
                                                          (1,029,479)     (1,010,357) 
 Tax paid                                                           -               - 
--------------------------------------------------  -----------------  -------------- 
 Net cash used in operating activities                    (1,029,479)     (1,010,357) 
--------------------------------------------------  -----------------  -------------- 
 Cash flows from investing activities - discontinued operations 
 Net proceeds received from sale of assets 
 held for sale                                       13     5,166,539         727,790 
 Cost capitalised to land and plantations            13             -       (105,317) 
 Net cash from investing activities                         5,166,539         622,473 
--------------------------------------------------  ---  ------------  -------------- 
 Cash flows from financing activities 
 Share buy-backs                                     20             -        (44,931) 
 Repayment of loan payable to related 
  party                                                   (1,652,347)               - 
 Net finance costs, excluding foreign 
  exchange movements                                        (115,210)        (27,212) 
 Net cash used in financing activities                    (1,767,557)        (72,143) 
--------------------------------------------------  -----------------  -------------- 
 Net increase/(decrease) in cash and 
  cash equivalents                                          2,369,503       (460,027) 
--------------------------------------------------  -----------------  -------------- 
 Foreign exchange movements                                 (273,118)        (51,642) 
 Balance at the beginning of the year                         625,612       1,137,281 
--------------------------------------------------  -----------------  -------------- 
 Balance at the end of the year                             2,721,997         625,612 
--------------------------------------------------  ---  ------------  -------------- 
 
 

The notes below form an integral part of these consolidated financial statements.

Notes to the Consolidated Financial Statements

For the year ended 30 April 2021

1. General information

The Company and its subsidiaries (together the "Group") is nearing the end of a process of realising a portfolio of forestry based properties managed on an environmentally and socially sustainable basis. The Group has disposed of its forestry assets and as at the year end date the Group's remaining forestry-related assets, comprising plantations awaiting harvesting and receivables related to such sales, are all located in Brazil.

The Company is a closed-ended public company with limited liability, incorporated in Jersey, Channel Islands on 19 January 2007. The address of its registered office is Charter Place, 23/27 Seaton Place, St Helier, Jersey JE1 1JY.

These consolidated financial statements (the "financial statements") were approved and authorised for issue on 26 November 2021 and signed by Mark Rawlins and Antony Gardner-Hillman on behalf of the Board.

The Company is listed on AIM, a market of the London Stock Exchange.

2. Basis of preparation

The consolidated financial information included in the financial statements for the year ended 30 April 2021 has been prepared in accordance with International Financial Reporting Standards ("IFRS") issued and adopted by the International Accounting Standards Board ("IASB"). They give a true and fair view and are in compliance with applicable legal and regulatory requirements of the Companies (Jersey) Law 1991.

The financial statements have been prepared in Sterling, which is the presentation currency and functional currency of the Company, and under the historical cost convention, except for investment property, plantations, buildings, assets and liabilities held for sale and certain financial instruments, which are carried at fair value less cost to sell.

The preparation of the financial statements in accordance with IFRS requires Directors to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements. It also requires management to exercise its judgement in the process of applying accounting policies. The main area of the financial statements where significant estimates are made by the Directors is in determining the valuation and fair value of the assets held for sale and contractual receivables for the sale of land and plantations as disclosed in notes 4, 12, 13 and 14. The areas involving high degrees of judgement or complexity, or areas where the assumptions and estimates are significant to financial statements are disclosed in note 4.

Going concern and assets and liabilities held for sale

On 30 November 2012, the Directors announced the outcome of the strategic review initiated in June 2012. The Directors proposed and recommended a change of investment policy with a view to implementing an orderly realisation of the Group's investments in a manner which maximises value for shareholders, and to returning surplus cash to shareholders over time through ad hoc returns of capital. This proposal was approved by shareholders at an Extraordinary General Meeting ("EGM") on 22 February 2013.

Since the EGM, the portfolio has been reviewed by the Directors with a view to an orderly sale of the assets in such a manner as to enable their inherent value to be realised. During the year, the Directors have completed sale transactions for the Group's remaining forestry assets. As a result, as at 30 April 2021, the portfolio of assets is classified as held for sale (and its transactions for the year as discontinued operations) under IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations', as disclosed in note 13.

As at the date of approval of these financial statements, the Directors have no intention to instigate a winding-up of the Company, a course of action that would require the approval of shareholders. As a result, as at 30 April 2021 the assets and liabilities of the Company pertaining to the Jersey operations have not been classified as held for sale and its operations continue to be treated as continuing.

The COVID-19 pandemic has resulted in adverse impact to businesses globally and has contributed to the volatility of many businesses and communities throughout the world. The impact of the global spread of COVID-19 continues to evolve and will require continued assessment as the pandemic follows its course. The extent of the impact on the Group's investments and ultimately to the Group will depend on future developments, including the duration of the outbreak and the extent of the impact of the pandemic on the Brazilian economy, in particular on the counterparties to the Group's agreements for the sale of the Agua Santa, Ribeirao do Gado and Forquilha properties. The virus is widespread in Brazil, and is likely to continue to be so for some time, however there is evidence that Brazilian rural activities continue largely unaffected. These agreements are underpinned by the competitive Brazilian exchange rate and continued demand for wood, paper and agricultural products on a worldwide basis. The Group continues to monitor the ability of service providers to continue to function with employees working from home. In the opinion of the Board, there are, for the time being, no signs that contracts entered into will not run their course. The Board will nevertheless continue to monitor the situation and take appropriate mitigating actions as necessary.

The Directors have reviewed the Group's cash flow forecasts, which cover the period to 28 February 2023 and consider that the Group has sufficient resources available to pay its liabilities as they fall due. On the basis of the above, the Directors believe it is appropriate to prepare the financial statements on a going concern basis.

Amended accounting standards effective and adopted

-- IAS 1 (amended), "Presentation of Financial Statements" (amendments regarding the definition of material, effective for periods commencing on or after 1 January 2020).

In addition, in September 2019, the IASB completed its Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) project, which has amended those standards to require additional disclosures around uncertainty arising from the interest rate benchmark reform, effective for periods commencing on or after 1 January 2020.

The adoption of these amended standards has had no material impact on the financial statements of the Company.

Amended accounting standards applicable to future reporting periods

-- IAS 1 (amended), "Presentation of Financial Statements" (amendments regarding the classification of liabilities, effective for periods commencing on or after 1 January 2023).

In addition, the IASB has completed the following projects during the period:

-- 'Annual Improvements to IFRS Standards 2018-2020', published in May 2020. This project has amended certain existing standards effective for accounting periods commencing on or after 1 January 2022.

-- 'Replacement issues in the context of the IBOR reform', published in August 2020. This project has amended certain existing standards effective for accounting periods commencing on or after 1 January 2021.

The Directors do not anticipate that the adoption of these amended standards in future periods will have a material impact on the financial statements of the Company.

3. Significant accounting policies

A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is set out below.

Basis of consolidation

The financial statements incorporate the financial statements of the Company and its subsidiaries, including special purpose entities ("SPEs") controlled by the Company, made up to 30 April 2021. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee.

a) Subsidiaries

Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.

b) Transactions eliminated on consolidation

When necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

c) Discontinued operations

A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:

   --      represents a separate major line of business or geographical area of operations; 

-- is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations;

   --      is a subsidiary acquired exclusively with a view to re-sale. 

Classification as a discontinued operation occurs at the earliest of disposal or when the operation meets the criteria to be classified as held-for-sale.

When an operation is classified as a discontinued operation, the comparative statement of comprehensive income and statement of cash flows are re-presented as if the operation had been discontinued from the start of the comparative year.

Revenue and other income

Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of revenue can be measured reliably. Revenues are accounted for on an accruals basis.

Finance income and finance costs

Finance income comprises interest income on funds invested.

Interest income and expense are accrued on a time basis by reference to the principal outstanding and the effective interest rate applicable.

Finance costs comprise bank charges and interest payable on the loan from a related party, which was repaid during the year.

Foreign currency gains and losses are reported on a net basis.

Foreign currencies

a) Functional and presentation currency

Items included in the financial statements of each of the Group entities are measured in the currency of the primary economic environment in which the entity operates (the "functional currency"). The Group has selected Sterling as its presentation currency, as it is the currency in which capital has been raised and dividends (if and when declared) are paid, and is the functional currency of the Company.

b) Transactions and balances

Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing on the dates of transactions. At each period end date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing on the period end date. Non-monetary assets and liabilities that are carried at fair value and denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on translation are included in net profit or loss for the period, except for exchange differences arising on non-monetary assets and liabilities where the changes in fair value are recognised in other comprehensive income.

c) Group companies

The results and financial position of all the Group entities that have a functional currency different from the presentation currency of the Company are translated into the presentation currency of the Company as follows:

 
 (i)     assets and liabilities in each Statement of Financial Position presented 
          are translated at the closing rate at the reporting date; 
 (ii)    income and expenses in the Statement of Comprehensive Income are translated 
          at the average exchange rate prevailing in the period; and 
 (iii)   all resulting exchange differences are recognised in other comprehensive 
          income and are taken to the translation reserve. 
 

The following exchange rates have been applied in these financial statements to convert foreign currency balances to Sterling:

 
                           30 April     30 April   30 April   30 April 
                             2021         2021       2020       2020 
                         closing rate   average    closing    average 
                                          rate       rate       rate 
----------------------  -------------  ---------  ---------  --------- 
 Brazilian Real             7.5115       7.1661     6.9081     5.3580 
 United States Dollar       1.3822       1.3197     1.2594     1.2666 
----------------------  -------------  ---------  ---------  --------- 
 

On consolidation, the exchange differences arising from the translation of the net investment in foreign entities are recognised in other comprehensive income and are taken to the translation reserve.

Expenses

All expenses are accounted for on an accruals basis. Expenses which are incidental to the acquisition of an investment property or plantation are included within the cost of that property and plantation; for example this will include legal fees, due diligence fees and other expenses associated with acquisitions that are capitalised. Expenses incurred in relation to the disposal of an investment property or plantation are included in profit or loss on disposal of that asset.

Provisions

Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Discounting provisions against receivables arising from the disposal of an asset are set against the profit or loss on the disposal of the asset in the Statement of Comprehensive Income.

Impairment

The carrying amounts of the Group's non-financial assets, other than investment property and plantations, buildings and improvements are reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists the asset's recoverable amount is estimated. Any impairment loss is recognised in profit or loss of the Statement of Comprehensive Income whenever the carrying amount of an asset exceeds its recoverable amount. For the purposes of assessing impairment, assets are grouped together at the lowest levels for which there are separately identifiable cash flows.

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount, after the reversal, does not exceed the amount that has been determined, net of applicable depreciation, if no impairment loss had been recognised.

Taxation

The Company is subject to Jersey income tax at a rate of 0%. No charge to Jersey taxation arises on capital gains. The Group is liable to foreign tax arising on activities in the overseas subsidiaries. During the year, the Group has owned subsidiaries incorporated in Brazil and the British Virgin Islands.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit or net loss as reported in the Statement of Comprehensive Income because it excludes items of income and expense that are taxable or deductible in other years or that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted by the reporting date.

Deferred tax is the tax arising on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will reverse in the near future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Investment property and plantations

a) Investment property

Land is classified as investment property as it is held for capital appreciation. Investment property is recognised as an asset when it is probable that the future economic benefits that are associated with the property will flow to the enterprise and the cost of the property can be reliably measured. Investment property is initially measured at cost, including transaction costs.

Investment property is remeasured at fair value, which is the price at which an orderly transaction to sell the investment property would take place between market participants at the measurement date under current market conditions. The fair values are determined by the Directors, with reference to the latest offers received, current wood pricing and independent professional valuations. Gains or losses arising from changes in the fair value of or from disposal of investment property are recognised in profit or loss of the Statement of Comprehensive Income.

b) Plantations

Plantations are recognised as biological assets when the Group controls the asset as a result of past events, it is probable that future economic benefits will flow to the Group and the fair value or cost of the asset can be measured reliably. Plantations are measured on initial recognition and at each reporting date at fair value less cost to sell. The fair values are determined by the Directors, with reference to the latest offers received and independent professional valuations. Gains or losses arising from changes in the fair value of or from disposal of plantations are recognised in profit or loss in the Statement of Comprehensive Income. The Group's plantations are classified as consumable and mature biological assets. Agricultural produce harvested from plantations is classified as harvested timber. Gains or losses arising from changes in the fair value of or from disposal of plantations are recognised in profit or loss in the Statement of Comprehensive Income.

Assets held for sale

Assets are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets are generally measured at the lower of their carrying amount and fair value less costs to sell. On subsequent remeasurement of a disposal group, the carrying amounts of assets and liabilities included in the disposal group classified as held for sale, shall be remeasured in accordance with applicable IFRSs as set out above before the fair value less costs to sell of the disposal group is remeasured. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on remeasurement are recognised in profit or loss.

Financial instruments

Financial assets and financial liabilities are recognised in the Group's Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument. The Group offsets financial assets and financial liabilities if the Group has a legally enforceable right to set off the recognised amounts and interests and intends to settle on a net basis.

Financial assets

The Group's financial assets fall into the categories below, with the allocation depending to an extent on the purpose for which the asset was acquired.

Unless otherwise indicated, the carrying amounts of the Group's financial assets are a reasonable approximation of their fair values.

a) Financial assets at amortised cost

Financial assets at amortised cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise through deposits on new acquisitions and also incorporate other types of contractual monetary assets. They are included in current assets, except for maturities greater than twelve months after the reporting date which are classified as non-current assets. The Group's financial assets at amortised cost comprise trade and other receivables and cash and cash equivalents.

Trade and other receivables are measured at initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms of the receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade and other receivables, such impairments directly reduce the carrying amount of the impaired asset and are recognised against the relevant income category in profit or loss of the Statement of Comprehensive Income.

Cash and cash equivalents are carried at cost and comprise cash in hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

b) De-recognition of financial assets

A financial asset (in whole or in part) is de-recognised either when the Group has transferred substantially all the risks and rewards of ownership; or when it no longer has control over the asset or a portion of the asset; or when the contractual right to receive cash flows from the asset has expired.

Financial liabilities

a) Financial liabilities at amortised cost

Trade payables and other short-term monetary liabilities are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method. The effect of discounting on these financial instruments is not considered to be material.

Borrowings are recognised initially at fair value. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in profit or loss of the Statement of Comprehensive Income over the period of the borrowings on an effective interest basis.

b) De-recognition of financial liabilities

A financial liability is de-recognised when the obligation specified in the contract is discharged, cancelled or expired.

c) Stated capital

Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the definition of a financial liability. The Company's shares are classified as equity instruments. For the purposes of the disclosures given in notes 20 and 21 the Group considers all its stated capital and all other reserves as equity. The Company is not subject to any externally imposed capital requirements.

d) Effective interest method

The effective interest rate method is a method of calculating the amortised cost of a financial asset or liability and of allocating interest income and expense over relevant periods. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or liability or where appropriate, a shorter period.

Dividends

A dividend is recognised as a liability in the financial statements in the period in which it becomes an obligation of the Company.

Determination and presentation of operating segments

The Group determines and presents operating segments based on the information that is provided internally to the Board of Directors by the Operations Manager.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. An operating segment's operating results are reviewed regularly by the Board of Directors to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

The Board of Directors is the Chief Operating Decision Maker ("CODM"). Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The Jersey segment comprises mainly corporate assets and corporate expenses to administer and register the ultimate holding company.

Segment capital expenditure is the total cost incurred during the year to acquire and/or maintain property, buildings, plant and equipment and intangible assets.

4. Significant accounting judgements and key sources of estimation uncertainty

The Directors make estimates and assumptions concerning the Group's future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Valuation of assets and disposal group held for sale

The Directors determine the fair value of the Group's assets and disposal group held for sale and the estimated costs to sell those assets, with reference to the views of the Operations Manager. The Directors have also exercised their judgement in determining the recoverability of the remaining contractual receivables arising at the reporting date from the sale of the Agua Santa, Ribeirao do Gado, Forquilha and 3R Tocantins properties, and have estimated the present value of the receivables on a discounted cash flow basis, using an appropriate effective discount rate.

Going concern

The Directors have determined that it is appropriate for the Group to prepare its financial statements on a going concern basis. Details of the Directors' judgements in making this assessment are contained in note 2.

Classification of assets and disposal group held for sale

The Directors' aim has been to realise value from the sale of the Group's investments in an orderly manner but not within any specific time frame. In previous years, the Directors had undertaken a marketing process and implemented a disposal plan to locate buyers for the remaining assets in Brazil. In previous years, the Group disposed of its tree crop in the 3R Tocantins property and agreed contracts for the sale of the entire tree crop at its Ribeirao do Gado and Agua Santa properties in Minas Gerais. During the prior year, the latter contract was superseded by a signed contract for the sale of the entire Agua Santa property and a contract was agreed for the sale of the entire Ribeirao do Gado property. During the current year, contracts were completed for the sale of the entire Ribeirao do Gado property, the entire 3R Tocantins property, the Forquilha land and, separately, for the tree crop at Forquilha. Harvesting of the Forquilha tree crop commenced towards the end of the year. The assets remaining in Brazil, comprising the remaining unharvested tree crop at Forquilha, are classified as part of a disposal group held for sale in these financial statements, and the Brazil segment is classified as a discontinued operation.

Income and deferred taxes

The Group is subject to income and capital gains taxes in numerous jurisdictions. Significant judgement is required in determining the total provision for income and deferred taxes. There are many transactions and calculations for which the ultimate tax determination and timing of payment are uncertain. The Group recognises liabilities for current and deferred tax based on estimates of whether taxes will be due and at what rates those taxes will be calculated, and based on judgements made in assessing what income may be taxable and what items may be deductible for tax purposes. The Directors have determined that deferred tax assets should not be recognised in these financial statements due to the uncertainty over whether future taxable profits will arise against which such assets could be used. Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the income and deferred tax provisions in the period in which the determination is made.

5. Operating segments

The Board of Directors is charged with setting the Company's investment strategy in accordance with the Prospectus. The Board of Directors, as the Chief Operating Decision Maker ("CODM"), had, until 16 October 2014, delegated the day to day implementation of this strategy to its Investment Manager and, with effect from 16 October 2014, to its Operations Manager, but retains responsibility to ensure that adequate resources of the Company are directed in accordance with its decisions. The investment decisions of the Operations Manager have been and are reviewed on a regular basis to ensure compliance with the policies and legal responsibilities of the Board.

Whilst the Operations Manager may manage operations on a day to day basis, any changes to the investment strategy, major allocation decisions or any asset dispositions or material timber contracts have to be approved by the Board, even though they may be proposed by the Operations Manager. The Board therefore retains full responsibility as to the major allocation decisions made on an ongoing basis.

As at 30 April 2021, the Group operates in two geographical locations, which the CODM has identified as one non-operating segment, Jersey, and one operating segment, Brazil. Timberlands are located in Brazil. The Brazil segment is classified as a discontinued operation (see note 13).

The accounting policies of each segment are the same as the accounting policies of the Group, therefore no reconciliation has been performed.

 
                                                     Jersey   Hawaii      Brazil       Total 
 30 April                                               GBP      GBP         GBP         GBP 
  2021 
-----------------------------------------  ----  ----------  -------  ----------  ---------- 
 Assets and disposal group held for sale 
  (note 13)                                               -        -     980,744     980,744 
 Other assets                                     2,198,103        -   4,346,202   6,544,305 
------------------------------------------  ---  ----------  -------  ----------  ---------- 
 Total assets                                     2,198,103        -   5,326,946   7,525,049 
------------------------------------------  ---  ----------  -------  ----------  ---------- 
 Total liabilities                                   38,836        -     160,443     199,279 
------------------------------------------  ---  ----------  -------  ----------  ---------- 
 
 
 
                                                     Jersey   Hawaii      Brazil       Total 
 30 April 2020                                          GBP      GBP         GBP         GBP 
-----------------------------------------  ----  ----------  -------  ----------  ---------- 
 Assets and disposal group held for sale 
  (note 13)                                               -        -   5,608,306   5,608,306 
 Other assets                                       514,650   52,316   3,316,685   3,883,651 
------------------------------------------  ---  ----------  -------  ----------  ---------- 
 Total assets                                       514,650   52,316   8,924,991   9,491,957 
------------------------------------------  ---  ----------  -------  ----------  ---------- 
 Total liabilities                                1,742,002        -      46,269   1,788,271 
------------------------------------------  ---  ----------  -------  ----------  ---------- 
 
 
 
                                               Jersey    Hawaii      Brazil       Total 
 For the year ended 30 April 2021                 GBP       GBP         GBP         GBP 
-------------------------------------------  --------  --------  ----------  ---------- 
 Segment revenue                                    -         -           -           - 
------------------------------------------   --------  --------  ----------  ---------- 
 Segment gross profit                               -         -           -           - 
-------------------------------------------  --------  --------  ----------  ---------- 
 Increase in fair value of assets and 
  disposal group held for sale                      -         -     412,204     412,204 
-------------------------------------------  --------  --------  ----------  ---------- 
 Gain on disposal of assets held for sale           -         -   1,192,547   1,192,547 
-------------------------------------------  --------  --------  ----------  ---------- 
 Forestry management expenses                       -         -           -           - 
-------------------------------------------  --------  --------  ----------  ---------- 
 Forestry operating expenses                        -         -     316,778     316,778 
-------------------------------------------  --------  --------  ----------  ---------- 
 
 
 
                                               Jersey    Hawaii        Brazil         Total 
 For the year ended 30 April 2020                 GBP       GBP           GBP           GBP 
-------------------------------------------  --------  --------  ------------  ------------ 
 Segment revenue                                    -         -             -             - 
------------------------------------------   --------  --------  ------------  ------------ 
 Segment gross profit                               -         -             -             - 
-------------------------------------------  --------  --------  ------------  ------------ 
 Decrease in fair value of assets and 
  disposal group held for sale                      -         -   (1,637,347)   (1,637,347) 
-------------------------------------------  --------  --------  ------------  ------------ 
 Loss on disposal of assets held for sale           -         -      (20,696)      (20,696) 
-------------------------------------------  --------  --------  ------------  ------------ 
 Forestry management expenses                       -         -         5,351         5,351 
-------------------------------------------  --------  --------  ------------  ------------ 
 Forestry operating expenses                        -         -       434,761       434,761 
-------------------------------------------  --------  --------  ------------  ------------ 
 
 

As at 30 April 2021 the Group owned no land (2020: three distinct parcels of land) in one geographical area, Brazil.

There was no revenue in the years ended 30 April 2021 or 30 April 2020. Sales of wood during the year have been classified as asset disposals rather than revenue (see notes 12 and 13).

The net cash proceeds from realisations of assets will be applied to the payments of tax and other liabilities as the Board thinks fit prior to making payments to shareholders.

6. Administrative expenses

 
                                                        For the 
                                       For the year        year 
                                              ended       ended 
                                           30 April    30 April 
                                               2021        2020 
                                                GBP         GBP 
---------------------------------------------------  ---------- 
 Continuing operations 
 Operations Manager's fees (see note 25)    161,116     106,000 
 Directors' fees (see note 25)               98,000      98,000 
 Auditor's fees                              37,475      41,300 
 Professional & other fees                  240,106     227,296 
                                           --------  ---------- 
                                            536,697     472,596 
 Discontinued operations 
 Professional & other fees                  172,165     105,392 
 Administration of subsidiaries              41,557      39,779 
                                           --------  ---------- 
                                            213,722     145,171 
 
 Total administration expenses              750,419     617,767 
-----------------------------------------  --------  ---------- 
 

Professional and other fees include the Company's own secretarial, administration and statutory fees, listing and registrar fees, insurance costs, broker's fees (including costs associated with share buy-backs), legal fees and consultancy fees relating to the disposal of the Company's assets.

Administration of subsidiaries includes statutory fees, accounting fees and administrative expenses in regard to the asset holding subsidiaries.

7. Forestry operating expenses

 
                                                     For the 
                                    For the year        year 
                                           ended       ended 
                                        30 April    30 April 
                                            2021        2020 
                                             GBP         GBP 
------------------------------------------------  ---------- 
 
 Property management fees and expenses   169,898     193,705 
 Forest protection and insurance         100,963     150,164 
 Other forestry operating expenses        45,917      90,892 
                                        --------  ---------- 
                                         316,778     434,761 
------------------------------------------------  ---------- 
 

8. Finance costs

 
                                            For the 
                           For the year        year 
                                  ended       ended 
                               30 April    30 April 
                                   2021        2020 
                                    GBP         GBP 
---------------------------------------  ---------- 
 Continuing operations 
 Loan interest (see note 16)    106,977     113,110 
 Other finance costs              2,853       2,886 
                               --------  ---------- 
                                109,830     115,996 
 Discontinued operations 
 Other finance costs              5,380      24,326 
 
 Total finance costs            115,210     140,322 
-----------------------------  --------  ---------- 
 

9. Taxation

Taxation on loss on ordinary activities

The Group has incurred no tax charges during the year. A reconciliation of the Group's losses during the year to the zero tax charge is shown below.

 
                                                                              For the 
                                                           For the year          year 
                                                                  ended         ended 
                                                               30 April      30 April 
                                                                   2021          2020 
                                                                    GBP           GBP 
-----------------------------------------------------------------------  ------------ 
 Tax charge reconciliation 
 Loss for the year from continuing operations before 
  taxation                                                    (647,609)     (589,874) 
 Profit/(loss) for the year from discontinued operations 
  before taxation                                             1,332,213   (2,368,950) 
---------------------------------------------------------  ------------  ------------ 
 Total profit/(loss) for the year before taxation               684,604   (2,958,824) 
---------------------------------------------------------  ------------  ------------ 
 Tax charge/(credit) using the average of the tax rates 
  in the jurisdictions in which the Group operates              488,235     (771,825) 
 Effects of: 
 Operating losses for which no deferred tax asset is 
  recognised                                                    535,859       339,316 
 Capital losses for which no deferred tax asset is 
  recognised                                                          -       432,509 
 Brought forward operating losses utilised                  (1,024,094)             - 
 Tax charge for the year                                              -             - 
---------------------------------------------------------  ------------  ------------ 
 

The average tax credit rate is a blended rate calculated using the weighted average applicable tax rates of the jurisdictions in which the Group operates. The weighted average of the tax rates in the jurisdictions in which the Group operates in the year was 71.32% (2020: 26.09%). The effective tax rate in the year was 0.00% (2020: 0.00%).

At the year end date the Group has unused operational and capital losses. No deferred tax asset has been recognised in respect of these losses due to the unpredictability of future taxable profits and capital gains available against which they can be utilised. Tax losses arising in Brazil can be carried forward indefinitely.

Operational tax losses for which deferred tax assets have not been recognised in the consolidated financial statements

 
                                                                          For the 
                                                       For the year          year 
                                                              ended         ended 
                                                           30 April      30 April 
                                                               2021          2020 
                                                                GBP           GBP 
-------------------------------------------------------------------  ------------ 
 Balance at beginning of the year                         5,257,887     5,883,902 
 Current year operating losses for which no deferred 
  tax asset is recognised                                   159,605       649,334 
 Brought forward operating losses utilised              (1,435,986)             - 
 Exchange rate movements                                  (257,988)   (1,275,349) 
-----------------------------------------------------  ------------  ------------ 
 Balance at the end of the year                           3,723,518     5,257,887 
-----------------------------------------------------  ------------  ------------ 
 

Accumulated operating losses at 30 April 2021 and 30 April 2020 in the table above relate entirely to discontinued operations. The value of deferred tax assets not recognised in regard to operational losses amounted to GBP795,467 (2020: GBP1,371,419), all of which related to discontinued operations.

Accumulated operating losses relating to continuing operations at the year end date amounted to GBP29,344,643 (2020: GBP28,697,034). No deferred tax assets arose in respect of these losses.

At the year end the Group had accumulated capital losses of GBP3,970,927 (2020: GBP2,860,365). The accumulated capital losses at 30 April 2021 and 30 April 2020 related entirely to discontinued operations. The value of deferred tax assets not recognised in regard to these capital tax losses amounted to GBP1,350,115 (2020: GBP972,524), all of which related to discontinued operations.

Deferred taxation

As at 30 April 2021 and 30 April 2020 the Group had no recognised deferred tax liabilities or deferred tax assets.

10. Basic and diluted loss per share

The calculation of the basic and diluted loss per share in total and for continuing operations is based on the following loss attributable to shareholders and weighted average number of shares outstanding.

 
                                                                          For the 
                                                       For the year          year 
                                                              ended         ended 
                                                           30 April      30 April 
                                                               2021          2020 
                                                                GBP           GBP 
-------------------------------------------------------------------  ------------ 
 Profit/(loss) for the purposes of basic and diluted 
  earnings/(loss per share being net profit/(loss) for 
  the year                                                  684,604   (2,958,824) 
-------------------------------------------------------  ----------  ------------ 
 Loss for the purposes of basic and diluted loss per 
  share being net loss for the year from continuing 
  operations                                              (647,609)     (589,874) 
-------------------------------------------------------  ----------  ------------ 
 Profit/(loss) for the purposes of basic and diluted 
  earnings/(loss) per share being net profit/(loss) 
  for the year from discontinued operations               1,332,213   (2,368,950) 
-------------------------------------------------------  ----------  ------------ 
 
 
                                                                                 30 April 
                                                               30 April 2021         2020 
----------------------------------------------------------------------------  ----------- 
 Weighted average number of shares 
 Issued shares brought forward                                    73,728,284   74,117,299 
 Issued shares carried forward                                    73,728,284   73,728,284 
 Weighted average number of shares in issue during 
  the year                                                        73,728,284   73,767,611 
---------------------------------------------------------------  -----------  ----------- 
 
 Basic and diluted earnings/(loss) per share                      0.93 pence       (4.01) 
                                                                                    pence 
---------------------------------------------------------------  -----------  ----------- 
 Basic and diluted loss per share from continuing operations          (0.88)       (0.80) 
                                                                       pence        pence 
---------------------------------------------------------------  -----------  ----------- 
 Basic and diluted earnings/(loss) per share from discontinued    1.81 pence       (3.21) 
  operations                                                                        pence 
---------------------------------------------------------------  -----------  ----------- 
 
 

11. Net asset value

 
                                     30 April 2021     30 April 
                                                           2020 
                                               GBP          GBP 
--------------------------------------------------  ----------- 
 Total assets                            7,525,049    9,491,957 
 Total liabilities                         199,279    1,788,271 
-------------------------------------  -----------  ----------- 
 Net asset value                         7,325,770    7,703,686 
-------------------------------------  -----------  ----------- 
 Number of shares in issue (note 20)    73,728,284   73,728,284 
 Net asset value per share               9.9 pence   10.4 pence 
-------------------------------------  -----------  ----------- 
 

12. Investment property and plantations

During the year, the Group has disposed of the majority of its forestry assets. The only remaining forestry asset is the unharvested plantations at the Forquilha property. These remaining plantations and a small quantity of financial assets are classified as disposal group and assets held for sale.

The assets held for sale are carried at their estimated fair values less costs to sell as at 30 April 2021, as determined by the Directors, with reference to the views of the Operations Manager, taking principally into consideration the estimated proceeds from the contract for sale of the Forquilha plantations.

The fair value measurements of plantations have been categorised as Level 3 fair values based on the unobservable nature of significant inputs to the valuation techniques used.

In forming their conclusions of the fair value of the investment property and plantations, the Directors have considered the following factors:

(i) Plantations

 
 Property       Fair value       Valuation                       Significant unobservable                                     Inter-relationship 
                                 technique                                 inputs                                          between key unobservable 
                                                                                                                                inputs and fair 
                                                                                                                               value measurement 
               2021    2020 
               GBPm    GBPm 
              ------  ------ 
 a) Minas 
  Gerais           -     0.4    30 April 2020 
  - Ribeirao                    In accordance      *    Sale price agreed                                      The estimated fair 
  do Gado                       with sale                                                                      value would increase/(decrease) 
                                agreement                                                                      if: 
                                completed          *    Discount rate: 8%                                       *    the sale price were higher/(lower) 
                                after 
                                the year end, 
                                discounted to      *    Estimated costs to sell: 5%                             *    the discount rate were lower/(higher) 
                                adjust for 
                                partially 
                                deferred                                                                        *    estimated costs to sell were lower/(higher) 
                                settlement 
 b) Minas 
  Gerais         0.9     0.6    30 April 2021 
  -Forquilha                    In accordance     *    Market log prices per m(3) , being standing prices      The estimated fair 
                                with sale              with the buyer absorbing all the costs of harvesting    value would increase/(decrease) 
                                agreement              and haulage, subject to a minimum of BRL 46 per m(3)    if: 
                                completed              : BRL 60                                                 *    market log prices were higher/(lower) 
                                after 
                                the year end, 
                                discounted to     *    Discount rate: 5%                                        *    the discount rate were lower/(higher) 
                                adjust for 
                                partially 
                                deferred          *    Estimated costs to sell: 5%                              *    estimated costs to sell were lower/(higher) 
                                settlement 
 
                                30 April 2020 
                                Market            *    Estimated log prices per m(3) , being standing price    The estimated fair 
                                approach,        s                                                             value would increase/(decrease) 
                                using prices           with the buyer absorbing all the costs of harvesting    if: 
                                and other              and haulage: BRL 36.64 - BRL 41.34                       *    estimated log prices were higher/(lower) 
                                information 
                                generated by 
                                identical or      *    Discount rate: 8%                                        *    the discount rate were lower/(higher) 
                                comparable 
                                market 
                                transactions,    Estimated costs                                                *    estimated costs to sell were lower/(higher) 
                                discounted to    to sell: 5% 
                                adjust for 
                                deferred 
                                settlement 
              ------  ------ 
 c) 3R 
 Tocantins         -     0.5    30 April 2020 
                                In accordance         *    Sale price subject to final agreement               The estimated fair 
                                with sale                                                                      value would increase/(decrease) 
                                agreement                                                                      if: 
                                in discussion         *    Discount rate: 8%                                    *    the sale price were higher/(lower) 
                                after the 
                                year 
                                end,                  *    Estimated costs to sell: 5%                          *    the discount rate were lower/(higher) 
                                discounted 
                                to adjust for 
                                partially                                                                       *    estimated costs to sell were lower/(higher) 
                                deferred 
                                settlement 
              ------  ------ 
 Total           0.9     1.5 
              ------  ------  ---------------------------------------------------------------------------------------------------------------------------------- 
 
 

(i) a) Plantations -Ribeirao do Gado

In the prior year, the Group completed a contract to sell the plantations at the Ribeirao do Gado farm. During the year, the Group subsequently agreed a contract to sell the entire Ribeirao do Gado property to the same buyer for GBP1.0 million (BRL 7.0 million). This contract superseded the previously agreed contract for the sale of the plantations alone, and was completed in May 2020, with settlement taking place over the 33 months ending in January 2023. All amounts received under the terms of the initial contract were applied against the BRL 7.0 million receivable under the new contract. Of these proceeds, GBP0.5 million (BRL 3.6 million) was attributable to the plantations.

(i) b) Plantations - Forquilha

During the year, the Group completed a contract to sell the Forquilha plantations for a minimum amount of GBP0.8 million (BRL 6.4 million), with a possible uplift subject to market prices of wood at the time of harvesting. During the year, the Group disposed of plantations with a value of GBP0.1 million (BRL 0.7 million), and the Board has determined that the remaining plantations should be valued in accordance with this contract, based on the market price of wood at the year end date, less a discount for deferred settlement. Accordingly, the Forquilha plantations are valued in these financial statements at GBP0.9 million (BRL 7.0 million) (2020: 0.7 million (BRL 4.7 million)) before estimated selling costs of GBP0.05 (2020: GBP0.03 million). As at 30 April 2020, the plantations were valued based on an independent valuer's appraisal, less an estimated discount for deferred settlement.

(i) c) Plantations - 3R Tocantins

During the year, the Group completed a sale of the land and plantations at the 3R Tocantins property for GBP2.6 million (BRL 18.5 million), with immediate settlement of GBP2.5 million (BRL 18.1 million) and the remaining GBP0.1 million (BRL 0.4 million) subject to resolution of a legal dispute over a portion of the land. Of these proceeds, GBP0.6 million (BRL 3.9 million) was attributable to the plantations. As at 30 April 2020, the plantations were valued at GBP0.5 million (BRL 3.4 million) on the basis of this agreement then in negotiation, after applying an appropriate discount for expected deferred settlement, before estimated selling costs of GBP0.03 million.

(ii) Investment property

 
 Property       Fair value       Valuation                       Significant unobservable                                     Inter-relationship 
                                 technique                                 inputs                                          between key unobservable 
                                                                                                                                inputs and fair 
                                                                                                                               value measurement 
               2021    2020 
               GBPm    GBPm 
              ------  ------ 
 a) Minas 
  Gerais           -     0.4    30 April 2020 
  - Ribeirao                    In accordance      *    Sale price agreed                                      The estimated fair 
  do Gado                       with                                                                           value would increase/(decrease) 
                                sale                                                                           if: 
                                agreement          *    Discount rate: 8%                                       *    the sale price were higher/(lower) 
                                completed 
                                after 
                                the year end,      *    Estimated costs to sell: 5%                             *    the discount rate were lower/(higher) 
                                discounted 
                                to adjust for 
                                partially                                                                       *    estimated costs to sell were lower/(higher) 
                                deferred 
                                settlement 
              ------  ------  ---------------  ------------------------------------------------------------  --------------------------------------------------- 
 b) Minas 
  Gerais           -     1.9    30 April 2020 
  -Forquilha                    Direct            *    Land value per hectare: BRL 1,108 - BRL 2,406 (2019:    The estimated fair 
                                comparative            BRL 1,426 - BRL 4,455)                                  value would increase/(decrease) 
                                approach.                                                                      if: 
                                Considers                                                                       *    land values were higher/(lower) 
                                the bare land     *    Discount rate: 8% 
                                price 
                                from                                                                            *    the discount rate were lower/(higher) 
                                comparable        *    Estimated costs to sell: 5% 
                                transactions, 
                                soil                                                                            *    estimated costs to sell were lower/(higher) 
                                quality, and 
                                topography 
                                of the land, 
                                access 
                                and distance 
                                from 
                                cities and 
                                the 
                                proportion of 
                                the 
                                property 
                                which 
                                could be used 
                                for 
                                cultivation. 
              ------  ------  ---------------  ------------------------------------------------------------  --------------------------------------------------- 
 c) 3R                         30 April 2020 
 Tocantins         -     1.8   In accordance          *    Sale price agreed                                   The estimated fair 
                               with                                                                            value would increase/(decrease) 
                               sale agreement                                                                  if: 
                               in discussion          *    Discount rate: 8%                                    *    the sale price were higher/(lower) 
                               after 
                               the year end, 
                               discounted             *    Estimated costs to sell: 5%                          *    the discount rate were lower/(higher) 
                               to adjust for 
                               partially 
                               deferred                                                                         *    estimated costs to sell were lower/(higher) 
                               settlement 
              ------  ------  ---------------  ------------------------------------------------------------  --------------------------------------------------- 
 Total             -     4.1 
              ------  ------  ---------------------------------------------------------------------------------------------------------------------------------- 
 

(ii) Investment property

(ii) a) Investment property - Ribeirao do Gado

In the prior year, the Group completed a contract to sell the plantations at the Ribeirao do Gado farm. During the year, the Group subsequently completed a contract to sell the entire Ribeirao do Gado property to the same buyer for GBP1.0 million (BRL 7.0 million). This contract superseded the previously agreed contract for the sale of the plantations alone, and was completed in May 2020, with settlement taking place over the 33 months ending in January 2023. All amounts received under the terms of the initial contract were applied against the BRL 7.0 million receivable under the new contract. Of these proceeds, GBP0.5 million (BRL 3.4 million) was attributable to the land.

(ii) b) Investment property - Forquilha

During the year, the Group completed two separate contracts with different purchasers for the sale of the Forquilha land for combined proceeds of GBP2.6 million (BRL 18.9 million), payable over 24 months in three equal instalments. As at 30 April 2020, the land was valued at GBP2.0 million (BRL 13.6 million), based on an independent valuation discounted for deferred settlement, before estimated selling costs of GBP0.1 million (BRL 0.7 million).

(ii) c) Investment property - 3R Tocantins

During the year, the Group completed a sale of the land and plantations at the 3R property for GBP2.6 million (BRL 18.5 million), with immediate settlement of GBP2.5 million (BRL 18.1 million) and the remaining GBP0.1 million (BRL 0.4 million) subject to resolution of a legal dispute over a portion of the land. Of these proceeds, GBP2.3 million (BRL 14.6 million) was attributable to the land. As at 30 April 2020, the land was valued at GBP1.9 million (BRL 12.9 million) on the basis of this agreement then in negotiation, after applying an appropriate discount for expected deferred settlement, before estimated selling costs of GBP0.09 million.

13. Disposal groups and assets held for sale and discontinued operations

During the year, the Group continued its disposal plan for the remaining assets in Brazil.

The Group's Brazil segment is presented as a disposal group held for sale.

The Brazil disposal group comprises the following assets and liabilities held for sale:

 
                                   Assets   Liabilities 
                                 held for      held for    30 April    30 April 
                                     sale          sale        2021        2020 
                                      GBP           GBP         GBP         GBP 
-----------------------------  ----------  ------------  ----------  ---------- 
 Investment property                    -             -           -   4,058,634 
 Plantations                      888,621             -     888,621   1,485,373 
 Trade and other receivables       92,123             -      92,123      64,299 
 Trade and other payables               -       160,443   (160,443)    (46,269) 
                                  980,744       160,443     820,301   5,562,037 
-----------------------------  ----------  ------------  ----------  ---------- 
 

During the year, following the sales of the Ribeirao do Gado and 3R Tocantins properties and of the Forquilha land, the receivables due in respect of these sales were reclassified from assets held for sale to trade and other receivables.

A loss of GBP1,059,437 (2020: loss of GBP3,242,748) related to the Brazil disposal group, representing foreign exchange translation of discontinued operations, is included in other comprehensive income (see note 15).

Movements in total assets held for sale in the statement of financial position during the year were as follows:

 
                                                                      30 April 
                                                   30 April 2021          2020 
                                                             GBP           GBP 
----------------------------------------------------------------  ------------ 
 Balance brought forward                               5,608,306    14,292,311 
 Decrease in trade and other receivables                (24,492)      (38,870) 
 Costs capitalised to land and plantations                     -       105,317 
 Disposals of assets held for sale                   (5,166,539)   (5,173,865) 
 Gain/(loss) on disposal of assets held for sale       1,192,547      (20,696) 
 Increase/(decrease) in the fair value of disposal 
  groups and assets held for sale                        412,204   (1,637,347) 
 Foreign exchange effect on land and plantations     (1,041,282)   (1,918,544) 
--------------------------------------------------  ------------  ------------ 
                                                         980,744     5,608,306 
----------------------------------------------------------------  ------------ 
 

The assets held for sale are located entirely in Brazil.

The fair value measurement of GBP980,744 has been categorised as a Level 3 fair value based on the estimated fair values of the assets held for sale less costs to sell. These assets were measured using the methods outlined in note 12. The fair value of other assets and liabilities within the disposal group is not significantly different from their carrying amounts.

Net cash flows attributable to the discontinued operations were as follows:

 
                                                                                      30 April 
                                                                   30 April 2021          2020 
                                                                             GBP           GBP 
--------------------------------------------------------------------------------  ------------ 
 Operating activities 
 Profit/(loss) for the year before taxation                            1,332,213   (2,368,950) 
 Adjustments for: 
    (Profit)/loss on disposal of assets held 
     for sale                                                        (1,192,547)        20,696 
    (Increase)/decrease in fair value of disposal groups, 
     assets held for sale and investment property and plantations      (412,204)     1,637,347 
    Revaluation of receivable from disposal of assets 
     held for sale                                                     (319,489)             - 
    Net finance costs                                                      5,380        24,326 
    Decrease in trade and other receivables                               24,492       157,548 
    Increase/(decrease) in trade and other payables                      114,174      (11,708) 
    Taxation paid                                                              -             - 
                                                                    ------------  ------------ 
 Net cash used in operating activities                                 (447,981)     (540,741) 
 Cash from investing activities - sales proceeds of 
  assets held for sale less costs capitalised to land 
  and plantations                                                      5,166,539       622,473 
 Net cash used in financing activities - net finance 
  costs                                                                  (5,380)      (24,326) 
 Foreign exchange movements                                            (272,036)      (50,360) 
 Net cash inflow/(outflow) for the year                                4,441,142       (7,046) 
------------------------------------------------------------------  ------------  ------------ 
 
 

14. Trade and other receivables

 
                                           30 April 2021    30 April 
                                                                2020 
                                                     GBP         GBP 
 Non-current 
 Agua Santa sales proceeds receivable                  -   1,441,991 
 Ribeirao do Gado sales proceeds receivable      222,853           - 
 Forquilha sales proceeds receivable             719,634           - 
                                                 942,487   1,441,991 
 
 Current 
--------------------------------------------------------  ---------- 
 Agua Santa sales proceeds receivable          1,574,476   1,734,316 
 Ribeirao do Gado sales proceeds receivable      297,137           - 
 Forquilha sales proceeds receivable             719,634           - 
 3R Tocantins sales proceeds receivable          266,258           - 
 Rental escrow accounts receivable                     -      52,316 
 Prepaid expenses                                 22,316      29,416 
--------------------------------------------  ----------  ---------- 
                                               2,879,821   1,816,048 
--------------------------------------------  ----------  ---------- 
 
 Total trade and other receivables             3,822,308   3,258,039 
--------------------------------------------  ----------  ---------- 
 

The Group's exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed in note 22.

15. Foreign exchange translation

The translation reserve movement in the year has arisen as follows:

 
                                 Exchange rate      Exchange   Translation 
                                                        rate 
                                   at 30 April   at 30 April       reserve 
 30 April 2021                            2021          2020      movement 
-----------------------------------  ---------  ------------  ------------ 
 Discontinued operations 
 Brazilian Real                         7.5115        6.9081   (1,059,437) 
 United States Dollar                   1.3822        1.2594       (3,083) 
 Foreign exchange translation loss                             (1,062,520) 
------------------------------------  ------------------------------------ 
 
 
 
                                                    Exchange 
                                 Exchange rate          rate   Translation 
                                   at 30 April   at 30 April       reserve 
 30 April 2020                            2020          2019      movement 
-----------------------------------  ---------  ------------  ------------ 
 Discontinued operations 
 Brazilian Real                         6.9081        5.1067   (3,242,748) 
 United States Dollar                   1.2594        1.3032         2,794 
 Foreign exchange translation loss                             (3,239,954) 
------------------------------------  ------------------------------------ 
 
 

16. Loan payable to related party

In December 2017, the Group agreed an unsecured loan funding facility with Peter Gyllenhammar AB ('PGAB'), the Company's largest shareholder, for approximately GBP1.4 million, in order to enable the Group to remove outstanding mortgages over the Group's 3R Tocantins property (see note 24) without depleting then existing cash balances.

The interest rate on the loan was 6% for the first 12 months and thereafter 8%, with interest capitalised. During the year, the Group incurred interest of GBP106,977 on the loan. The loan, including accumulated interest, was repaid in full in April 2021.

17. Trade and other payables

 
             30 April 2021   30 April 
                                 2020 
                       GBP        GBP 
--------------------------  --------- 
 Accrued expenses   38,836     89,655 
                    38,836     89,655 
--------------------------  --------- 
 
 

The Group's exposure to currency and liquidity risk related to trade and other payables is disclosed in note 22.

18. Investment in Subsidiaries

The financial statements of the Group consolidate the results, assets and liabilities of the subsidiary companies listed below:

 
 Direct subsidiaries                 Country of Incorporation   Beneficial   Financial 
                                                                 interest     year end 
----------------------------------  -------------------------  -----------  ---------- 
                                     British Virgin 
 Cambium Pahala Holdings Limited      Islands                   100%         30 April 
                                     British Virgin 
 Cambium Pinnacle Holdings Limited    Islands                   100%         30 April 
                                     British Virgin 
 Cambium Minas Holdings Limited       Islands                   100%         30 April 
                                     British Virgin 
 Cambium MG Holdings Limited          Islands                   100%         30 April 
----------------------------------  -------------------------  -----------  ---------- 
 
 
 Indirect subsidiaries                   Country of Incorporation   Beneficial   Financial 
                                                                     interest     year end 
--------------------------------------  -------------------------  -----------  ---------- 
 Cambium Brazil MG Investimentos 
  Florestais Ltda                        Brazil                     100%         30 April 
 3R Tocantins Investimentos Florestais 
  Ltda                                   Brazil                     100%         30 April 
--------------------------------------  -------------------------  -----------  ---------- 
 

There are no significant restrictions, funding requirements or risks associated with the Company's interest in the above subsidiaries other than those already disclosed in these financial statements.

19. Net asset value reconciliation

 
                                                                               For the 
                                                                                  year 
                                                            For the year         ended 
                                                                   ended      30 April 
                                                           30 April 2021          2020 
                                                                     GBP           GBP 
------------------------------------------------------------------------  ------------ 
 Net asset value brought forward                               7,703,686    13,947,395 
 Foreign exchange translation differences                    (1,062,520)   (3,239,954) 
 Gain/(loss) on disposal of assets held for sale               1,192,547      (20,696) 
 Increase/(decrease) in fair value of assets and disposal 
  group held for sale                                            412,204   (1,637,347) 
 Revaluation of receivable from disposal of assets 
  held for sale                                                  319,489             - 
 Share buy-backs                                                       -      (44,931) 
 Net finance costs including foreign exchange movements 
  - continuing operations                                      (110,912)     (117,278) 
 Net finance costs including foreign exchange movements 
  - discontinued operations                                     (61,527)     (125,624) 
 Loss before above items                                     (1,067,197)   (1,057,879) 
 Net asset value carried forward                               7,325,770     7,703,686 
----------------------------------------------------------  ------------  ------------ 
 

20. Stated capital

 
                       30 April 2021    30 April 
                                            2020 
                                 GBP         GBP 
------------------------------------  ---------- 
 Balance as at 30 April    2,000,000   2,000,000 
------------------------  ----------  ---------- 
 
 

The total authorised share capital of the Company is 250 million shares of no par value. On initial placement 104,350,000 shares were issued at 100 pence each. Shares carry no automatic rights to fixed income but the Company may declare dividends from time to time to which shareholders are entitled. Each share is entitled to one vote at meetings of the Company.

On 22 February 2007 a special resolution was passed by the Company to reduce the stated capital account from GBP104,350,000 to GBP2,000,000. Approval was sought from the Royal Court of Jersey and was granted on 29 June 2007. The balance of GBP102,350,000 was transferred to a distributable reserve on that date.

The Company was granted authority by shareholders on 15 August 2008 to make market purchases of its own shares, an authority which was renewed annually, most recently on 20 September 2018. However no such authority was sought at the Company's 2019 AGM, and on 17 December 2019, the Board resolved that no further share buybacks would be contemplated until further notice.

During the years ended 30 April 2009 and 30 April 2012, the Company used this authority to buy-back and cancel 2,220,000 shares.

On 27 January 2015, shareholders approved a resolution to distribute GBP5,000,000 of cash via a tender offer of 25 pence per share, resulting in the buy-back and cancellation of 20,000,000 shares.

No share buy-backs occurred during the year. In the prior year, the Company bought back and cancelled 389,015 shares at an average price of 11.55p per share. The total cost of these share buy-backs was GBP44,931, which was charged to the Company's Distributable reserve (see note 21).

Shares in issue

 
                                 30 April 2021     30 April 
                                                       2020 
                                        Number       Number 
----------------------------------------------  ----------- 
 Brought forward                    73,728,284   74,117,299 
 Share buy-backs during the year             -    (389,015) 
---------------------------------  -----------  ----------- 
 In issue at 30 April fully paid    73,728,284   73,728,284 
---------------------------------  -----------  ----------- 
 

21. Reserves

The movements in the reserves for the Group are shown in the Statement of Changes in Equity above.

Translation reserve

The translation reserve comprises accumulated exchange differences arising on consolidation of the Group's foreign operations (see note 15).

Distributable reserve

In June 2007, the Company reduced its stated capital account and a balance of GBP102,350,000 was transferred to distributable reserves. This reserve has been utilised by the Company to purchase its own shares (as at 30 April 2021 and 30 April 2020: GBP7,237,888) and for the payment of total cumulative dividends of GBP12,508,800, leaving a balance at 30 April 2021 and 30 April 2020 of GBP82,603,312.

22. Financial instruments risk exposure and management

In common with other businesses, the Group is exposed to risks that arise from use of financial instruments. The notes below describe the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

 
 --   Trade and other receivables 
 --   Cash and cash equivalents 
 --   Trade and other payables 
 --   Liabilities held for sale 
 --   Loan payable to related party (repaid during 
       the year) 
 

The Board of Directors and Operations Manager are responsible for overseeing the measurement and control of all aspects of risk management and hold regular meetings in order to do so.

Various risk management models are in place which help to identify and monitor key risks both at individual investment level and at a Group level. The risk management policies apply equally to the Group. Further details regarding these policies are set out below.

Categories of financial assets and financial liabilities

 
                                                     30 April 2021   30 April 2020 
------------------------------------------------------------------  -------------- 
 Financial assets measured at amortised cost 
 Trade and other receivables                             3,799,992       3,228,623 
 Cash and cash equivalents                               2,721,997         625,612 
 Assets held for sale (trade and other receivables)         87,078          35,922 
 
 Financial liabilities measured at amortised cost 
 Loan payable to related party                                   -       1,652,347 
 Trade and other payables                                   38,836          89,655 
 Liabilities held for sale (trade and other payables)      160,443          46,269 
------------------------------------------------------  ----------  -------------- 
 

(a) Credit risk

Credit risk is the risk that the counterparty to a financial instrument will fail to meet obligations, causing a loss to the Group.

Cash and cash equivalents and trade and other receivables represent the majority of the Group's financial assets.

The credit risk associated with the holding of cash and cash equivalents is managed under the Group's cash management policy. This policy states that the Group must spread cash between the Group's bankers, in such amounts as the Directors may determine. The cash management policy will be reviewed on an annual basis by the Board of Directors and the Operations Manager.

The Group monitors receipt of staged payments due under the sale and purchase agreements from S&D Florestal Agronegocio Fazenda Agua Santa Ltda (the buyer of the Agua Santa property), Novas Fronteiras Agro Negocios Ltda (the buyer of the Ribeirao do Gado property), and Chapadao dos Gerais Participacoes Ltda, Antonio Neto and Milton Neto (the buyers of the Forquilha land). Should any payments be missed, or there be any indication of a decline in the creditworthiness of the counterparty, the Group will consider possible impairment of the receivable. To date, all such payments have been received in full and on time.

The following table below shows the maximum exposure to risk of the major counterparties at the year end date.

 
 30 April 2021                          Credit rating    Short-term     Carrying 
                                                                          amount 
 Counterparty                               agency         rating            GBP 
-------------------------------------  ---------------  ------------  ---------- 
 S&D Florestal Agronegocio Fazenda 
  Agua Santa Ltda                            N/A             N/A       1,574,476 
 Novas Fronteiras Agro Negocios Ltda         N/A             N/A         519,990 
 Chapadao dos Gerais Participacoes 
  Ltda                                       N/A             N/A       1,285,403 
 Antonio Neto and Milton Neto                N/A             N/A         153,865 
 Cesar Augusto Priori                        N/A             N/A         266,258 
 Investec Bank (Channel Islands) 
  Limited                                   Fitch            F2        2,161,535 
 Broker's share buy-back account             N/A             N/A          14,252 
 Banco Bradesco                             Fitch             B           54,637 
 Banco Citibank                             Fitch            F1          491,573 
                                                                       6,521,989 
  ------------------------------------------------------------------  ---------- 
 
 
                                                               3 months-1 
 30 April 2021                         <1 month   1-3 months         year   >1 year 
 Maturities of these financial 
  assets                                    GBP          GBP          GBP       GBP 
----------------------------------- 
 S&D Florestal Agronegocio Fazenda 
  Agua Santa Ltda                       143,134      286,268    1,145,074         - 
 Novas Fronteiras Agro Negocios 
  Ltda                                   24,761       49,523      222,853   222,853 
 Chapadao dos Gerais Participacoes 
  Ltda                                        -            -      642,701   642,702 
 Antonio Neto and Milton Neto                 -            -       76,933    76,932 
 Cesar Augusto Priori                   266,258            -            -         - 
 Investec Bank (Channel Islands) 
  Limited                             2,161,535            -            -         - 
 Broker's share buy-back account         14,252            -            -         - 
 Banco Bradesco                          54,637            -            -         - 
 Banco Citibank                         491,573            -            -         - 
                                      3,156,150      335,791    2,087,561   942,487 
-----------------------------------  ----------  -----------  -----------  -------- 
 
 
 30 April 2020                           Credit rating    Short-term     Carrying 
                                                                           amount 
 Counterparty                                agency         rating            GBP 
--------------------------------------  ---------------  ------------  ---------- 
 S&D Florestal Agronegocio Fazenda 
  Agua Santa Ltda                             N/A             N/A       3,176,307 
 Investec Bank (Channel Islands) 
  Limited                                    Fitch            F2          370,983 
 Royal Bank of Scotland International 
  Limited                                    Fitch            F1           99,999 
 Broker's share buy-back account              N/A             N/A          14,252 
 Banco Bradesco                              Fitch             B           25,331 
 Citibank                                    Fitch            F1          115,047 
                                                                        3,801,919 
  -------------------------------------------------------------------  ---------- 
 
 
                                                                 3 months-1 
 30 April 2020                           <1 month   1-3 months         year     >1 year 
 Maturities of these financial assets         GBP          GBP          GBP         GBP 
-------------------------------------- 
 S&D Florestal Agronegocio Fazenda 
  Agua Santa Ltda                          32,510      309,419    1,392,387   1,441,991 
 Investec Bank (Channel Islands) 
  Limited                                 370,983            -            -           - 
 Royal Bank of Scotland International 
 Limited                                   99,999            -            -           - 
 Broker's share buy-back account           14,252            -            -           - 
 Banco Bradesco                            25,331            -            -           - 
 Citibank                                 115,047            -            -           - 
                                          658,122      309,419    1,392,387   1,441,991 
 ------------------------------------------------  -----------  -----------  ---------- 
 
 

The Group is subject to counterparty concentration risk in respect of its holdings of cash with Investec Bank (Channel Islands) Limited and Citibank, which together represent 97% (2020: Investec Bank (CI) Limited, Citibank and Royal Bank of Scotland International Limited, together 94%) of the Group's total cash balance. Bankruptcy or insolvency of either of these counterparties may cause the Group's rights with respect to these cash holdings to be delayed or limited. The Group monitors this risk by monitoring the credit ratings of Investec Bank (Channel Islands) Limited, Citibank and Royal Bank of Scotland International Limited, which currently have Fitch short-term credit ratings of F2, F1 and F1 respectively (2020: F2, F1 and F1).

(b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet financial liability obligations as they fall due. The Group's liquidity risk is managed by the Operations Manager in accordance with policies and procedures established by the Board. The Board believes that the Group has sufficient resources to appropriately manage its liquidity risk.

The tables below analyse the Group's financial liabilities, which will be settled on a net basis, into relevant maturity groupings based on the remaining period at the year end to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows including interest payments. Balances due within twelve months equal their carrying balances as the impact of discounting is not significant.

Contractual maturities of financial liabilities

 
                                                      Less than 
                             Carrying   Contractual           1   No specified 
                               amount     cashflows        year      maturity* 
 30 April 2021                    GBP           GBP         GBP            GBP 
---------------------------  --------  ------------  ----------  ------------- 
 Trade and other payables      38,836        38,836      38,836              - 
 Liabilities held for sale    160,443       160,443     160,443              - 
---------------------------  --------  ------------  ----------  ------------- 
 Total                        199,279       199,279     199,279              - 
---------------------------  --------  ------------  ----------  ------------- 
 
 
                                                            Less than   No specified 
                                   Carrying   Contractual           1 
                                     amount     cashflows        year      maturity* 
 30 April 2020                          GBP           GBP         GBP            GBP 
-------------------------------  ----------  ------------  ----------  ------------- 
 Loan payable to related party    1,652,347     1,765,457           -      1,765,457 
 Trade and other payables            89,655        89,655      89,655              - 
 Liabilities held for sale           46,269        46,269      46,269              - 
-------------------------------  ----------  ------------  ----------  ------------- 
 Total                            1,788,271     1,901,381     135,924      1,765,457 
-------------------------------  ----------  ------------  ----------  ------------- 
 

(c) Market risk

The sensitivity analyses in this note, relating to interest and exchange rates, are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur and changes in some of the assumptions may be correlated, for example, change in interest rates and change in market values.

(d) Foreign exchange currency risk

The Group is exposed to currency risk through investing in assets held in currencies other than the functional currency. As a result, the Group is exposed to the risk that the exchange rates of Sterling relative to other currencies may fluctuate and have an adverse affect on the Group's performance. The Group is exposed to foreign exchange risk arising from currency exposure to Brazilian Real. Foreign exchange risk arises from commercial transactions, recognised monetary assets and liabilities and net investments in foreign operations. The Group does not hedge against currency risk and so bears the risk of currency fluctuation.

The tables below summarise the exposure the Group has to foreign exchange risk in regards to financial assets and financial liabilities.

 
                   Monetary      Monetary         Net 
                     assets   liabilities    exposure 
 30 April 2021          GBP           GBP         GBP 
---------------  ----------  ------------  ---------- 
 Brazilian Real   4,438,325       160,443   4,277,882 
                  4,438,325       160,443   4,277,882 
---------------------------  ------------  ---------- 
 
 
                         Monetary      Monetary         Net 
                           assets   liabilities    exposure 
 30 April 2020                GBP           GBP         GBP 
---------------------  ----------  ------------  ---------- 
 Brazilian Real         3,352,607        46,269   3,306,338 
 United States Dollar      52,316             -      52,316 
                        3,404,923        46,269   3,358,654 
---------------------------------  ------------  ---------- 
 

The Group's policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency with cash generated from their own operations in that currency.

At the reporting date the Group's exposure to foreign currency in regards to all foreign operations, including all assets and liabilities, was as follows (expressed in Sterling):

 
                    30 April 2021    30 April 
                                         2020 
                              GBP         GBP 
---------------------------------  ---------- 
 Brazilian Real         5,166,503   8,878,722 
 United States Dollar           -      52,316 
                        5,166,503   8,931,038 
---------------------------------  ---------- 
 

The Group is subject to concentration risk in relation to its exposure to Brazilian Real. The Group holds 71% (2020: 115%) of its net assets in Brazilian Real.

At 30 April 2021 and 30 April 2020, had Sterling strengthened by 20% against the Brazilian Real and by 5% against the US Dollar, with all other variables held constant, the net asset value would have decreased by the amounts shown below:

 
                      30 April 2021      30 April 
                                             2020 
                                GBP           GBP 
-----------------------------------  ------------ 
 Brazilian Real         (1,033,301)   (1,775,744) 
 United States Dollar             -       (2,616) 
                        (1,033,301)   (1,778,360) 
-----------------------------------  ------------ 
 

A corresponding weakening of Sterling against the above currencies would have resulted in an equal but opposite effect on the net asset value, on the basis that all other variables remain constant. The sensitivity rates of Sterling against the Brazilian Real and US Dollar are regarded as reasonable in relation to the volatility of Sterling exchange rates against those currencies in the last 2 years.

e) Cash flow and fair value interest rate risk

Interest rate risk arises in the Group predominantly from the holding of cash and cash equivalents. The Board has established a cash management policy to ensure the best return from the Group's bankers and to mitigate interest rate risk arising from the holding of cash. Cash is predominantly held on short-term deposit and the Board reviews interest rates on a quarterly basis. The Group's interest rate profile is shown in the following tables.

 
 Interest rate profile                                Weighted average      Amount 
                                                         interest rate 
 As at 30 April 2021                                                 %         GBP 
---------------------------------------------------  -----------------  ---------- 
 Financial assets 
 Non-interest bearing (trade and other receivables 
  and receivables held for sale)                                  0.00   3,887,070 
---------------------------------------------------  -----------------  ---------- 
 Cash and cash equivalents 
 Variable                                                         0.00   2,721,997 
---------------------------------------------------  -----------------  ---------- 
 Financial liabilities 
 Non-interest bearing (trade and other payables 
  and liabilities held for sale)                                  0.00     199,279 
---------------------------------------------------  -----------------  ---------- 
 
 
 Interest rate profile                                 Weighted average      Amount 
                                                          interest rate 
 As at 30 April 2020                                                  %         GBP 
----------------------------------------------------  -----------------  ---------- 
 Financial assets 
 Non-interest bearing (trade and other receivables 
  and receivables held for sale)                                   0.00   3,264,545 
----------------------------------------------------  -----------------  ---------- 
 Cash and cash equivalents 
 Variable                                                          0.00     625,612 
----------------------------------------------------  -----------------  ---------- 
 Financial liabilities 
 Interest bearing (loan payable to related party)                  8.00   1,652,347 
 Non-interest bearing (trade and other payables and 
  liabilities held for sale)                                       0.00     135,924 
----------------------------------------------------  -----------------  ---------- 
 

For the Group, an increase of 100 basis points in interest rates as at the year end date would increase the Group's pre-tax profit by GBP27,220 (2020: GBP6,256). A decrease of 10 basis points in interest rates would have no effect on the Group's pre-tax profit (2020: no effect). The loan payable to the related party, which was repaid during the year, bore interest at a fixed rate and was therefore not subject to interest rate risk.

(f) Fair values

The fair values of the Group's financial assets and liabilities carried at amortised cost are not significantly different from their carrying amounts.

 
                                                                 30 April 2021 
                                                           ----------------------- 
                                                      Carrying amount   Fair value 
 Financial assets carried at amortised                            GBP          GBP 
  cost 
-------------------------------------------------------  ------------  ----------- 
 Trade and other receivables and receivables held for 
  sale                                                      3,887,070    3,887,070 
 Cash and cash equivalents                                  2,721,997    2,721,997 
---------------------------------------------------------  ----------  ----------- 
                                                            6,609,067    6,609,067 
---------------------------------------------------------------------  ----------- 
 Financial liabilities carried at amortised cost 
 Trade and other payables and liabilities held for sale       199,279      199,279 
---------------------------------------------------------  ----------  ----------- 
 
 
 
                                                                 30 April 2020 
                                                           ----------------------- 
                                                      Carrying amount   Fair value 
 Financial assets carried at amortised                            GBP          GBP 
  cost 
-------------------------------------------------------  ------------  ----------- 
 Trade and other receivables and receivables held for 
  sale                                                      3,264,525    3,264,525 
 Cash and cash equivalents                                    625,612      625,612 
---------------------------------------------------------  ----------  ----------- 
                                                            3,890,137    3,890,137 
---------------------------------------------------------------------  ----------- 
 Financial liabilities carried at amortised cost 
 Loan payable to related party                              1,652,347    1,652,347 
 Trade and other payables and liabilities held for sale       135,924      135,924 
                                                            1,788,271    1,788,271 
---------------------------------------------------------------------  ----------- 
 
 

(g) Fair value hierarchy

The following table analyses the Group's financial assets and liabilities. The different levels have been defined as follows:

 
 --   Level 1: quoted prices (unadjusted) in active markets for identical 
       assets and liabilities; 
 --   Level 2: inputs other than quoted prices included within Level 1 that 
       are observable for the asset or liability, either directly (i.e. as 
       prices) or indirectly (i.e. derived from prices); 
 --   Level 3: inputs for the asset or liability that are not based on observable 
       market data (unobservable inputs). 
 
 
                                       Level 1     Level 2   Level 3       Total 
 As at 30 April 2021                       GBP         GBP       GBP         GBP 
-----------------------------------  ---------  ----------  --------  ---------- 
 Assets not measured at fair value 
 Trade and other receivables                 -   3,799,992         -   3,799,992 
 Cash and cash equivalents                   -   2,721,997         -   2,721,997 
 Assets held for sale (trade and 
  other receivables)                         -      87,078         -      87,078 
-----------------------------------  ---------  ----------  --------  ---------- 
                                             -   6,609,097         -   6,609,097 
 ---------------------------------------------  ----------  --------  ---------- 
 Liabilities not measured at fair 
  value 
 Trade and other payables                    -      38,836         -      38,836 
 Liabilities held for sale (trade 
  and other payables)                        -     160,443         -     160,443 
-----------------------------------  ---------  ----------  --------  ---------- 
                                             -     199,279         -     199,279 
 ---------------------------------------------  ----------  --------  ---------- 
 
 
                                       Level 1     Level 2   Level 3       Total 
 As at 30 April 2020                       GBP         GBP       GBP         GBP 
-----------------------------------  ---------  ----------  --------  ---------- 
 Assets not measured at fair value 
 Trade and other receivables                 -   3,228,623         -   3,228,623 
 Cash and cash equivalents                   -     625,612         -     625,612 
 Assets held for sale (trade and 
  other receivables)                         -      35,922         -      35,922 
-----------------------------------  ---------  ----------  --------  ---------- 
                                             -   3,890,157         -   3,890,157 
 ---------------------------------------------  ----------  --------  ---------- 
 Liabilities not measured at fair 
  value 
 Trade and other payables                    -      89,655         -      89,655 
 Loan payable to related party               -   1,652,347         -   1,652,347 
 Liabilities held for sale (trade 
  and other payables)                        -      46,269         -      46,269 
-----------------------------------  ---------  ----------  --------  ---------- 
                                             -   1,788,271         -   1,788,271 
 ---------------------------------------------  ----------  --------  ---------- 
 

The following tables show the reconciliation of the Group's significant assets held for sale categorised as Level 3 in the fair value hierarchy.

 
 Year ended 30 April 2021                                GBP 
-------------------------------------------     ------------ 
 Fair value brought forward                        5,608,306 
 Disposal of disposal groups and assets 
  held for sale                                  (4,119,950) 
 Increase in fair value of disposal groups 
  and assets held for sale                           412,204 
 Foreign exchange effect                           (919,816) 
----------------------------------------------  ------------ 
 Fair value carried forward                          980,744 
----------------------------------------------  ------------ 
 
 
 Year ended 30 April 2020                                GBP 
-------------------------------------------     ------------ 
 Fair value brought forward                       14,292,311 
 Disposal of disposal groups and assets 
  held for sale                                  (5,233,431) 
 Costs capitalised to land and plantations           105,317 
 Decrease in fair value of disposal groups 
  and assets held for sale                       (1,637,347) 
 Foreign exchange effect                         (1,918,544) 
----------------------------------------------  ------------ 
 Fair value carried forward                        5,608,306 
----------------------------------------------  ------------ 
 

The Group recognises transfers between levels of the fair value hierarchy as at the end of the reporting period during which the change has occurred. No such transfers have occurred during the year.

23. Capital risk management

The Group's capital is represented by its stated capital and reserves objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell net assets.

There were no changes to the Group's approach to capital management during the year. Neither the Company nor any of its subsidiaries were subject to any externally imposed capital requirements as at 30 April 2021 or 30 April 2020.

24. Contingent asset

Until it was settled by the Group on 21 December 2017, there existed a security interest on the property owned by 3R Tocantins Investimentos Florestais Ltda to cover a liability between the previous owners and Banco da Amazonia (BASA), a financial institution which lent money to the previous owners who used the property as collateral. Notwithstanding the settlement of the liability to BASA, 3R Tocantins Investimentos Florestais Ltda retained a security interest on Lizarda, another property of the previous owners, as cover for this potential liability. The Group continued to explore legal options in relation to the Lizarda security interest, and during the year, a settlement was reached with the previous owners under which the Group released its security interest on the Lizarda property in return for a settlement of GBP0.3 million (BRL 2.0 million), an amount which was received in May 2021. This amount has been included in these financial statements as a part of the disposal proceeds of the 3R Tocantins property.

25. Related party transactions

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.

During the year the Directors received the following remuneration in the form of fees from the Company:

 
                                        30 April   30 April 
                                            2021       2020 
                                           Total      Total 
                                             GBP        GBP 
-----------------------------------    ---------  --------- 
 Antony Gardner-Hillman (Chairman)        48,000     48,000 
 Svante Adde                              25,000     25,000 
 Mark Rawlins                             25,000          - 
 Roger Lewis                                   -     25,000 
                                          98,000     98,000 
  -----------------------------------  ---------  --------- 
 

There has been no change in the remuneration of the Directors during the year.

At the year end the Directors had the following interests in the shares of the Company:

 
          30 April 2021   30 April 
                              2020 
                 Number     Number 
-----------------------  --------- 
 Svante Adde    160,840    160,840 
-------------  --------  --------- 
 
 

Other material contracts

Under an agreement effective from 16 October 2014, Robert Rickman, a former Director of the Company, was engaged as Operations Manager to the Company, with responsibility for the management oversight and realisation of the timber assets of the Group. With effect from 1 July 2018, Mr Rickman earned a fee of GBP106,000 per annum. The agreement for Mr Rickman's services was amended with effect from December 2019 so as to align his remuneration with shareholders' interests, by a combination of measures including deferral of part of his monthly fee until all assets have been contracted to be realised and an outcome-related bonus in the event realisations from assets on a property-by-property basis exceed the published NAV figure for the relevant property as at 30 April 2019.

During the year, Mr Rickman earned remuneration of GBP161,116 (2020: GBP106,000) from the Company, including an outcome-related bonus following the completion of agreements during the year for the sale of the Group's remaining properties.

26. Events after the year end

On 19 May 2021, the Company completed an agreement for the settlement of the Company's claim on the Lizarda property in Tocantins State. The claim, which related to the release of a lien over the property, had previously been valued at nil in the Company's financial statements, but settlement has been made for BRL 2,000,000 and the funds have been received in full.

There were no other significant events after the year end which, in the opinion of the Directors, require disclosure in these financial statements.

Key Parties

 
 Directors 
 Antony Gardner-Hillman (Chairman) 
 Svante Adde 
 Mark Rawlins (appointed 1 May 2020) 
 Roger Lewis (retired 1 May 2020) 
 
 Registered Office of the Company 
 Charter Place 
 23/27 Seaton Place 
 St Helier 
 Jersey JE1 1JY 
 
 Operations Manager 
 Robert Rickman 
 Belsyre Court 
 57 Woodstock Road 
 Oxford OX2 6HJ 
 
 Sub-Administrator 
 Praxis Fund Services Limited 
 PO Box 296 
 Sarnia House 
 St Peter Port 
 Guernsey GY1 4NA 
 
 Administrator and Company Secretary 
 Praxis Fund Services (Jersey) Limited 
 Charter Place 
 23/27 Seaton Place 
 St Helier 
 Jersey JE1 1JY 
 
 Auditor 
 Moore Stephens Audit & Assurance (Jersey) Limited 
 1 Waverley Place, Union Street 
 St Helier 
 Jersey JE4 8SG 
 
 Registrar, Paying Agent and Transfer Agent 
 Link Asset Services Limited 
 6(th) Floor, 65 Gresham Street 
 London EC2V 7NQ 
 
 Corporate Broker and Nominated Adviser for AIM 
 WH Ireland Limited 
 24 Martin Lane 
 London EC4R 0DR 
 
 
 
 
 
 
 
 

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END

FR FLFSFLDLAFIL

(END) Dow Jones Newswires

November 29, 2021 07:52 ET (12:52 GMT)

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