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Ocean Wilsons Holdings Ltd.

Interim / Quarterly Report Aug 17, 2015

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Interim / Quarterly Report

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RNS Number : 1934W

Ocean Wilsons Holdings Ld

17 August 2015

Ocean Wilsons Holdings Limited

Interim Management Statement for the six months ended 30 June 2015

Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") today provides its interim management statement for the six months ended 30 June 2015.

Key points

·       Operating profit up 53% to US$52.5 million (2014: US$34.3 million).

·       Net cash inflow from operating activities increased significantly to US$89.1 million (2014: US$26.7 million).

·       The Brazilian Real depreciated 17% in the period against the US Dollar at period end and the average US Dollar / Brazilian Real exchange rate in the period at 2.97 was 29% higher than the comparative period in 2014 of 2.30.

·       Revenue in US Dollar terms 10% lower at US$269.4 million (2014: US$299.9 million) impacted by the lower Brazilian Real.

·       Earnings of 33.8 cents per share (2014: 82.2 cents) impacted by the lower period end Brazilian Real.

·       Dividends paid to shareholders in the period of US$22.3 million (2014: US$21.2 million). 

Chairman's Statement

Introduction

The Group delivered a good operating result for the first half of 2015 despite the difficult economic environment in Brazil. Operating profit grew 53% to US$52.5 million (2014: US$34.3 million) driven by improved operating margins, (helped by the weaker Brazilian Real "BRL") and higher towage volumes. The improved operating profit was reflected in strong cash generation, with net cash inflows from operating activities for the period of US$89.1 million (2014: US$26.7 million).  On the negative side the depreciation of the BRL against the US Dollar "USD" affected both our revenue in USD terms and bottom line earnings in the period. Although Group revenue grew 18% in BRL terms, in USD terms, revenue was 10% lower at US$269.4 million (2014: US$299.9 million).The investment portfolio returned 2.2% in the period.

Group Results

Operating Profit

Operating profit for the period at US$52.5 million was US$18.2 million higher than the comparative period in 2014 (US$34.3 million) principally due to improved operating margins. Operating margins for the period at 19% were 8% higher than the comparative period in 2014 (2014: 11%), mainly due to the higher average USD / BRL exchange rate impacting BRL denominated costs when converted into our USD reporting currency. Employee expenses at US$81.8 million (2014: US$101.8 million) were 20% lower and other operating expenses at US$73.1 million (2014: US$92.1 million) 21% lower than prior period. In addition to the exchange rate effect on these costs, other operating expenses decreased due to reductions in costs associated with discontinued logistics operations while employee expenses benefitted from a reduction in headcount, mainly at our logistics and terminal businesses and lower bonus payments. The depreciation and amortisation expense in the period decreased US$2.8 million to US$28.9 million from US$31.7 million in 2014 as a result of the weaker BRL and changes to the Tecon Rio Grande quay depreciation policy. Following an independent review the Group increased the remaining economic useful life of the quay and other improvements at Tecon Rio Grande from 25 years to between 25 and 40 years. As a result of these changes, the depreciation expense for the period is US$1.5 million lower. Towage margins further benefitted from an increase in high margin special operations and higher turnover.

Revenue

Group revenue for the six months ended 30 June 2015 was 10% lower at US$269.4 million (US$299.9 million) principally due to a decrease in our port terminal and logistics revenue. Port Terminal and logistics revenue fell 21% to US$121 million (2014: US$152.8 million) mainly due to the higher average USD/BRL exchange rate used to convert revenue into our reporting currency. In addition to the adverse currency effect, revenue in the period was impacted by a reduction in vessel turnarounds at our offshore oil and gas support base, Brasco, and the effect of our withdrawal from lower margin logistic contracts. Container volumes handled at Tecon Rio Grande and Tecon Salvador for the period at 481,600 TEUs (twenty-foot equivalent units) were marginally lower than prior year (2014: 489,300 TEUs) although volumes in the second quarter were ahead of prior year, with improvements in both export and cabotage movements.

Towage and ship agency revenue grew 4% in the period to US$115.3 million (2014:US$110.5 million) benefitting from the new harbor towage operations started in 2014 and increased special operations. Towage and ship agency revenue is less sensitive to movements in the USD/BRL exchange rate as approximately 75% of towage and ship agency pricing is denominated in USD. Shipyard revenue at US$33.2 million (2014: US$36.6 million) was adversely impacted by the lower BRL and a US$1.5 million contractual penalty relating to vessel construction.

Share of results of joint ventures

The share of results of joint ventures is Wilson Sons' 50% share of net profit for the period from our offshore support vessel joint venture. Net profit attributable to Wilson Sons increased US$0.5 million to US$2.1 million (2014: US$1.6 million). Operating profit for the joint venture in the period was US$22.0 million compared to US$18.3 million in the comparative period in 2014.

Investment revenues

Investment revenues at US$7.9 million were U$0.8 million higher than prior period (2014: US$7.1 million) due to higher interest on bank deposits.

Investment gains and losses

Other gains of US$3.4 million (2013: US$7.3 million) arise from the Group's portfolio of trading investments and reflect the profit realised on disposal of trading investments in the period plus the movement in the fair value of trading investments at period end.

Finance costs

Finance costs increased US$18.6 million from US$2.0 million to US$20.6 million for the period mainly as a result of exchange losses on foreign currency borrowings of US$13.8 million (2013: US$4.5 million gain).

Exchange rates

The Group reports in USD and has revenue, costs, assets and liabilities in both BRL and USD. Therefore movements in the USD/BRL exchange rate can impact the Group both positively and negatively from year to year. In the six months to 30 June 2015 the BRL depreciated 17% against the USD from R$2.66 at 1 January 2015 to R$3.10 at the period end. In the comparative period in 2014 the BRL appreciated 6% against the USD from R$2.34 to R$2.20.

The principal effects from the movement of the BRL against the USD on the income statement are:

2015 2014
US$ million US$ million
Exchange (losses) / gains on monetary items (i) (6.5) 9.3
Exchange (loss) / gain on foreign currency borrowings (13.8) 4.5
Deferred tax on retranslation of fixed assets (ii) (12.5) 10.8
Deferred tax on exchange variance on loans (iii) 12.5 (4.9)
Total (20.3) 19.7

(i)       This arises from the translation of BRL denominated monetary items in USD functional currency entities. 

(ii)      The Group's fixed assets are located in Brazil and therefore future tax deductions from depreciation used in the Group's tax calculations are denominated in BRL. When the BRL depreciates against the US Dollar the future tax deduction in BRL terms remain unchanged but is reduced in US Dollar terms.

(iii)          Deferred tax credit arising from the exchange losses on USD denominated borrowings in Brazil.

The average USD/BRL exchange rate in the period was 29% higher at 2.97 (2014: 2.30). A higher average exchange rate adversely impacts BRL denominated revenues and benefits BRL denominated costs when converted into our reporting currency.

Foreign exchange gains on monetary items

Foreign exchange losses on monetary items of US$6.5 million (2014: US$9.3 million gain) arose from the Group's foreign currency monetary items and principally reflect the depreciation of the BRL against the USD during the period. In the comparative period in 2014, the Brazilian Real appreciated against the US Dollar generating an exchange gain.

Profit before tax

Profit before tax of US$38.9 million was US$18.7 million lower compared to the first half of 2014 (US$57.6 million), principally due to a US$15.7 million movement in exchange losses on monetary items and  a US$18.7 million increase in finance costs. These gains were partially offset by the US$18.2 million increase in operating profit.

Taxation

The tax charge for the period at US$19.7 million was US$8.3 million higher than the comparative period in 2014 (US$11.4 million) due to a higher current tax charge and a deferred tax charge of US$0.3 million against a deferred tax credit in 2014 of US$3.1 million. The deferred tax credit in the 2014 is principally due to the effect of exchange movements on the retranslation of non-current assets caused by the appreciation of the BRL against the USD at period end and reflects the difference between the historical USD denominated property, plant and equipment balances recorded in the Group's accounts and the BRL denominated property, plant and equipment balances used in the Group's Brazilian tax calculations. In 2015 the deferred tax charge arising on the retranslation of non-current asset values caused by the depreciation of the BRL against the USD at period end of US$12.5 million (2014: US$10.8 million) was offset by a deferred tax credit arising from exchange losses on loans of US$12.5 million (2014: US$4.9 million charge).

The effective tax rate in the period of 51% (2014: 20%) is higher than the corporate tax rate prevailing in Brazil of 34% principally due to expenses that are not included in determining taxable profit.

Period for the period

Profit attributable to equity holders of the parent is US$12.0 million (2014: US$29.1 million) after deducting profit attributable to non-controlling interests of US$7.2 million (2014: US$17.2 million).

Earnings per share for the period was 33.8 cents (2014: 82.2 cents).

Investment portfolio performance

The trading investment portfolio and cash under management at 30 June 2015 amounted to US$248.5 million, compared with US$251.7 million at the 31 December 2014, a decrease of US$3.2 million. The decrease is primarily due to dividends paid in the period of US$7.0 million to the parent company, Ocean Wilson Holding Limited, principally to fund the 2014 final dividend payment to shareholders.

Cash flow and debt

Net cash inflow from operating activities for the period was up US$62.5 million to US$89.1 million compared with US$26.7 million in the same period last year, reflecting the improved operating profit performance and positive working capital movements in the period. Operating cash flow for the comparative period in 2014 was adversely impacted by a significant decrease in trade payables due to the final payment relating to the Brasco Caju acquisition and the termination of the Wilson Sons Limited cash settled long-term incentive plan.

Capital expenditure for the period at US$32.7 million was US$24.9 million lower than the comparative period in 2014 (US$57.6 million). Capital expenditure was mainly invested in the expansion of the Brasco Caju offshore support base and towage vessel construction. The Group's borrowings (including obligations under finance leases) at 30 June 2015 were US$372.9 million (31 December 2014: US$399.9 million) with capital repayments on existing loans in the period of US$28.9 million (2013: US$20.3 million) and new bank loans raised of US$9.8 million (2014: US$18.9 million). New loans were raised to finance capital expenditure. The Group's borrowings do not include US$265.9 million (2014: US$257.4 million) of debt from the company's 50% share of borrowing in the Offshore Vessels joint venture.

Dividends of US$22.3 million were paid to shareholders in the period (2014: US$21.2 million) with a further US$13.3 million paid to non-controlling interests in our subsidiaries (2014: US$11.3 million).

At 30 June 2015 the Group had US$101.3 million in cash and cash equivalents (31 December 2014: US$103.8 million).

Net asset value

At the close of business on 5 August 2015, the Wilson Sons share price was R$30.54, resulting in a market value for the Ocean Wilsons holding of 41,444,000 shares (58.25% of Wilson Sons) totalling approximately US$363.3 million which is the equivalent of US$10.27 (£6.58) per Ocean Wilsons Holdings Limited share.

Adding together the market value per share of Wilsons Sons, US$10.27 and the investment portfolio per share of US$7.03 results in a net asset value per Ocean Wilsons Holdings Limited share of approximately US$17.30 (£11.09). The Ocean Wilsons Holdings Limited share price of £8.35 at 5 August 2015 represented an implied discount of 25%.

Dividend

The Board is not declaring an interim dividend. As stated in the 2012 annual report from 2013 onwards the Directors have decided to cease paying an interim dividend.

Outlook

The Shipyard order book includes six tugboats for the Wilson Sons Fleet and six Offshore Support Vessels for third-parties: including two OSRV´s (oil spill response vessel) for Oceanpact, two PSV's (platform supply vessels) for WSUT, one ROVSV (Remotely operated vehicle support vessel) for Fugro, and the completion of one OSRV (oil rig supply vessel) for SIEM Consub. Although the short-term outlook for the Brazilian economy continues to disappoint, we remain confident in the fundamental strengths and quality of our Brazilian business. The BRL has depreciated approximately 8% against the USD since the period end. If the continued weakness in the BRL is maintained at year end this will again negatively impact our bottom line earnings in the year.

Wilson Sons Limited

The Wilson Sons 2nd quarter 2015 Earnings Report released on 14 August 2015 is available on the Wilson Sons Limited website: www.wilsonsons.com:

In it Cezar Baião, CEO of Operations in Brazil said:

"Despite the weak Brazilian macroeconomic scenario, the second quarter of 2015 highlights the strength of our businesses linked to trade flows.

The evolution of the Towage and Offshore Support Vessels businesses is testament of our experience in these sectors and the quality of our operations which represent important differentiating factors in a competitive market. While the local market for Offshore Vessels is currently under pressure, we are confident Petrobras will continue to prioritise existing Brazilian flag vessels in 2015. These facts together with general efficiencies contributed to results as we continue to benefit from our diversified business portfolio.

This solid operating result has driven increased free cash flow. In the quarter the Company paid a record US$29 million dividend in reference to the 2014 results."

Investment Managers Report

Hanseatic Asset Management LBG, the manager of the Group's investment portfolio reports as follows:

MARKET COMMENTARY

Sell in May and Go Away; Come Back on St Leger Day?

The old stock market adage of 'Sell in May and go away; come back on St Leger Day' has a rather uncanny habit of being more right than not.  Indeed, 2015 looks to be no different with world markets starting the year well but falling by some 2.3% in June (in Dollars).  Underlying this, in the developed markets, the US, Europe and UK fell by 2.0%, 2.8% and 3.6% respectively in June.  Emerging markets fared similarly, falling 2.6% over the period.

Whilst it is easy to blame this weakness on the current situation in Greece, which failed to repay its IMF loan and voted against the proposed rescue package from the European Union, we should be mindful that we are not missing a more significant, sinister turn in world stock markets.

On the face of it there is cause for concern.  World markets have now been in a bull market for over 6 years, which is long in the tooth versus past recoveries, which typically last some 3.8 years.  Greece is not large enough to cause a systemic risk to global markets, with its population being a similar size to the state of Ohio, but what it could do is create some dangerous precedents.  If it were to leave the Euro, this would signal that membership is not forever and potentially open the door to other weak countries, such as Spain, Italy and even France, departing in the future.

China is bubbling away in the background.  Its domestic equity market has started to fall sharply having been in a raging bull market for the past year. Since rising 150% over twelve months to its peak in June, the market has since fallen by 30%.  To some degree this rise was justified by growth, which, whilst declining, is still high by global standards.  However, there is also a fear that the relaxation in individual dealing rules, combined with cuts in interest rates, had created an unsustainable bubble that is starting to unravel.  China is helped by the fact that it is a command economy, with its government exerting far more power than a typical developed market government, but even so the market looks vulnerable until past excesses work their way out of the system.

Even more worrying, the liquidity picture is also turning.  In response to the global financial crisis of 2007-8 central banks engaged in a process of aggressively cutting interest rates and buying back government bonds through quantitative easing (QE) programmes.  This largely failed its first objective of encouraging banks to lend out their excess cash to stimulate growth but it did encourage investors to move up the risk spectrum in the pursuit of higher returns and yield.

We are conscious that central banks in the US and UK are toying with the idea of increasing rates either later this year or early in 2016, and the potential impact of this on markets.  Different countries are at different stages in their QE programmes (with both Europe and Japan late to the party) but it is generally the direction of travel and the prospect of change that influence markets. 

All of this begs the question as to whether or not we should be selling riskier assets such as equities and switching into more defensive assets and cash?

The key to this question is market valuation.  Valuations, especially when they are either very high or very low, are one of the most important drivers of long-term returns.  Whilst valuations have undoubtedly risen from their lows of 2009, they are still not in the danger zone.  Certainly they are on watch but we do not see them necessarily limiting further progress at current levels. 

Elsewhere, we acknowledge that, whilst the advent of interest rate rises in the US and UK may cause some unease, just as the prospect of QE ending in 2013 led to the 'taper tantrum' sell-off, we do not see this event as terminal for markets in its early stages.  Rather, we would view the change in policy as confirmation that economies are normalising and that economic growth is finally becoming entrenched.  Indeed we view this as positive at the outset with it hopefully presaging company profit growth which helps ensure that valuations do not tip into expensive territory.

Activity in corporate Mergers & Acquisitions (M&A) is also on the up.  Again, at extremes, this might indicate market excesses, but in the early stages, and where there is a sound corporate rationale behind the deals, it suggests a shift towards expansion and growth, highlighting that confidence is picking up.  It is also notable that lending by banks in the US and Europe is beginning to pick up.

Overall then, we view a business cycle that is maturing but still not excessive, with equities remaining the asset class of choice.  Your Fund is positioned accordingly.  We do recognise that it is now appropriate to start identifying assets that will help protect capital in the next downturn.  Unfortunately, identifying such assets is no easy feat in the current market conditions. 

Government bonds are less likely to perform their typical defensive role this time round with valuations of developed market bonds at multi-decade highs.  Even if they outperform more risky asset in the short-term the danger is one of protracted poor performance as their yields normalise over time.  Similarly, commodities and real estate, which often take different paths from equities, are not obviously safe havens now.

This leaves hedge funds which have a rather mixed record of protecting shareholder value.  This probably reflects the fact that they should not be treated as a single asset class but rather as a number of different strategies, some of which do help to protect against a market setback. 

Portfolio Construction

The net asset value at the end of June 2015 was $248.4m. The portfolio is comprised of four 'sub-portfolios' as detailed below:

Sub-Portfolio $m % NAV
Global Equities 146.4 58.9
Private Assets 76.6 30.8
Market Neutral Funds 13.6 5.5
Bonds / Other 11.8 4.8
Total $248.4m 100.0%

CUMULATIVE PORTFOLIO RETURNS   

Performance

(Time-weighted)
Q2

2015
YTD 1 Year 3 Year p.a. 5 Year p.a. 10 Year p.a. Since Inception p.a. (i)
Portfolio Performance 0.7% 2.2% 3.2% 7.5% 5.0% 6.1% 7.3%
Performance Benchmark (ii) 1.8% 3.1% 3.1% 4.3% 4.8% 5.1% 5.2%
MSCI World (Developed) Index 0.3% 2.6% 1.4% 14.3% 13.1% 6.4% 4.0%
MSCI All Country World Index (iii) 0.3% 2.6% 0.7% 13.0% 11.9% 6.4% n/a
MSCI Emerging Markets Index 0.7% 2.9% (5.1%) 3.7% 3.7% 8.1% 9.5%

*Notes:

(i)   Inception on 1 November 2000

(ii)   The Performance Benchmark is US CPI plus 3% per annum, measured over rolling three-year periods. This was changed on 1 January 2015 from one-year US Dollar LIBOR (prevailing on 1 January each year) plus 2%. 

(iii)  MSCI All Country World Index includes Developed, Emerging and Frontier Markets (weighted by market capitalisation). Inception date for the index was 31 May 2002.

PORTFOLIO COMMENTARY      

Sub-Portfolio Valuation Weighting Performance

(Time-weighted)
Contribution Performance

(Time-weighted)
Contribution
30 June 2015 $m % Q2 2015 % Q2 2015 $m 6m 2015 % 6m 2015 $m
Global Equities 146.4 58.9 1.3 2.0 4.6 6.9
Private Assets 76.6 30.8 0.4 0.3 (1.3) (1.0)
Market Neutral Funds 13.6 5.5 (1.5) (0.2) 2.7 0.2
Bonds / Other 11.8 4.8 (1.3) (0.2) (2.6) (0.5)
Total $248.4m 100.0% 0.7% $1.9m 2.2% $5.6m

The portfolio gained 0.7% in the second quarter, resulting in a time-weighted return of 2.2% for the first half of the year. This performance compares to the Performance Benchmark, which rose by 1.8% over the quarter, and 3.1% over the year. The Fund outperformed the MSCI All Country World Index over the quarter by 0.4%, but lags the 2.6% rise of the Index year-to-date. 

Japan was a notable area of outperformance in the second quarter, with the portfolio's exposure rising by 12.9% versus the Index, which rose by 3.1%. Several factors have supported the current rally in Japanese equities. Notably, corporate governance has improved and corporate profitability has surged. Inflation is increasing, with wage rises finally starting to come through, and growing evidence points to a more serious attitude of the government towards reform. On the back of these factors, investors have flooded back to the market, driving performance. On a year-to-date basis, the portfolio's Japan exposures generated 16.0%, versus the index at 13.6%. Over the quarter, JO Hambro Japan was the largest contributor to performance, up 12.0%, and benefiting significantly from the hedged share class.

The portfolio's exposure to Europe had a muted quarter, rising by 0.9%, slightly ahead of the Index which rose by 0.4%. However, on a year-to-date basis, the portfolio's European exposure has generated exceptional performance, rising by 15.3% versus the Index at 3.8%. Outstanding returns have come from the Fund's two core European holdings, Adelphi European Select Equity Fund (up 16.0% year-to-date) and BlackRock European Hedge Fund (up 14.6% year-to-date), who continue to demonstrate an impressive ability to navigate the markets. Global Developed holdings, with a significant weighting in Europe also produced strong returns over the quarter, in particular, Lansdowne Global Developed Markets Fund (+5.3%) and Odey Absolute Return Fund (+5.0%). Despite bouts of volatility, fundamentals across Europe have continued to improve domestically and the threat of systemic risk in the European banking system appears to be behind us.

It is worth noting that by the end of the period, the portfolio's direct exposure to Commodity Equity was reduced to zero (albeit from a low base to begin with), following the sale of Schroder ISF Global Energy Fund. Commodity Equity experienced a strong comeback over the second quarter, with gains of 19.7%, as the oil price showed further signs of stabilising following a tumultuous start to the year. 

It was a mixed quarter for Asian equities. The rally which began in Chinese equities in 2014, continued through the first five months of the year, particularly in the domestic A-Share market which peaked in early June. However, a significant amount of margin financing had been adopted and as the risks of leverage came to the forefront, the government attempted to reduce the margin financing in the system, causing a forced sale of equities and a subsequent plunge in the markets. The portfolio's exposure to Asia Pacific equities (ex-Japan) fell by 4.2% over the quarter, resulting in an overall loss of -3.1% year-to-date. A notable detractor to performance was NTAsian Discovery Fund, which fell by 4.5% in the quarter. With only a small exposure to the markets which have been experiencing liquidity driven rallies (notably India, China and Hong Kong), performance has lagged for the majority of the year. However, the fund suffered in May following a significant fall of c15% in one of its positions, after a report was released suggesting accounting irregularities. Following further due diligence, the underlying manager believes these claims are unfounded.

Whilst the United States has been hailed as a key engine of growth, driving the global recovery, the second quarter presented a more challenging picture. A key factor in the apparent 'brake' to the US economy has been the strengthening US Dollar, with exports detracting 1-2% from sequential annualised GDP growth in the last two quarters. The energy sector has also been a drag on performance. It is estimated that approximately 150,000 employees have been laid off in the sector over the last six to nine months, and it is speculated that the multiplier effect is two to four times that. In light of this, the portfolio's North American exposure posted a small loss for the quarter (-0.6%), however, year-to-date, a positive return of 1.4% has been generated.

The portfolio's exposure to Global High Yield, notably Oaktree CM Value Opportunities Fund, also generated losses over the quarter (-3.0%) and year-to-date (-4.6%). The majority of these losses stemmed from weakness in the fund's commodity-related holdings.

Private Assets

The private assets silo of the portfolio produced a small gain of 0.4% over the quarter. However, year-to-date, private assets have generated a loss of 1.3%. Losses have primarily come from exposure to the commodity sector, with African Minerals Exploration & Development Fund and R/C Global Energy & Power Fund V, the top detractors to performance over the first half of the year. Both funds have been affected by the oil price fall. In Africa, the region's oil exporters have been hit hard, and have subsequently halted growth and capex. Long-term, however, the underlying manager remains positive about prospects given the attractiveness of underlying fund assets. 

Elsewhere in the portfolio, Greenspring IV has continued to generate strong returns and was one of the strongest contributors to performance both for the quarter and for the year-to-date. At the date of the last report, the fund was directly or indirectly invested in 1,265 private companies and 73 public companies. The fund achieved seven realisations over the first quarter within its portfolio of direct investments, which combined, generated a 3.9x gross multiple. There are 12 remaining direct investments in the fund, which are being carried at a 2.3x gross multiple.  The fund is currently held at a 2x multiple of cost.

The top five contributors to the overall portfolio performance were:

Top Five Contributors (in USD) Contribution Performance Gain/(Loss)
% % / X $m
Adelphi European Select Equity Fund 0.7 16.0% 1.8
BlackRock European Hedge Fund 0.6 14.6% 1.5
JO Hambro CM Japan Fund*(ii) 0.4 12.6% 1.0
Greenspring Global Partners IV, LP*(i) 0.3 2.0X 0.9
Prosperity Quest Fund 0.3 20.0% 0.8
Total 2.3 6.0

*Notes:

(i)         Performance for Private Assets Investments is measured as a multiple (since inception of the investment) based on the following equation: Cash Multiple = (Profit / Loss + Drawn Capital) / Drawn Capital (since inception not for the period) where Profit / Loss = (Investment Value + Distributions) - (Initial Costs + Taxes).

(ii)         Sold during the period.

PORTFOLIO ACTIVITY - for the Half Year ended 30 June 2015

During the first half of 2015, there were additions totalling $27.3m, consisting of $21.2m purchases (including pending subscriptions) and $6.1m private equity capital calls. Redemptions of $20.9m, combined with the receipt of $1.0m of recallable private equity capital, resulted in total disposals of $21.9m over the period.

Purchases

New Positions $m
Hudson Bay International Fund 5.0
Pershing Square Holdings Ltd 4.8
Total 9.8

·      Hudson Bay International Fund - a global hedge fund that seeks to employ a diverse set of catalyst-driven absolute return strategies that are intended to be uncorrelated to each other and to major indices.  The portfolio teams invest across the capital structure and trade around an event or catalyst in an effort to exploit market inefficiencies.

·      Pershing Square Holdings Ltd - a US focused fund led by the well-known activist investor, Bill Ackman.  The group looks to identify companies with strong fundamentals that are being mismanaged for a variety of reasons.  Then, by actively engaging with the Boards, Pershing seeks to encourage change in the companies and subsequent re-ratings.  Many of its campaigns are high profile and in some cases they can be acrimonious, but its strategy is often likened to private equity in the public market.

Sales - there were sales totalling $20.9m during the first half of 2015

Private Assets - Commitments

There were two new commitments to Private Assets in the first half of 2015, totalling $4.8m:

New Commitments $m
PAI Europe VI, LLP 3.0
TA XII-B, LP 1.8
Total 4.8

·      PAI Europe VI, LLP - Western Europe upper middle market control buyouts. The manager will target market leaders who are either number one or two in their sector or geography, and where there is a clear vision for transformational change.

·      TA XII-B, LP - Global upper middle market growth equity. The firm focuses on investing in rapidly growing profitable companies that are leaders in their respective markets and generating above-average annual revenue and EBITDA growth.

INVESTMENT PORTFOLIO

30 June 2015
Market Value  $000 % of NAV Primary Focus
Findlay Park American Fund 16,010 6.4 US equities - long-only
Egerton Long - Short Fund 14,066 5.7 Europe / US equities - hedge
Adelphi European Select Equity Fund 13,104 5.3 Europe equities - long-only
Lansdowne Developed Markets Fund 11,464 4.6 Europe / US equities - hedge
BlackRock European Hedge Fund 11,418 4.6 Europe equities - hedge
NTAsian Discovery Fund 10,743 4.3 Asia ex-Japan equities - long-only
Oaktree CM Value Opportunities Fund 8,659 3.5 US high yield corporate debt - hedge
BlueCrest AllBlue Leveraged Feeder 8,604 3.5 Market Neutral - multi-strategy
Odey Absolute Return Fund 7,478 3.0 Europe / US equities - hedge
Hirzel Capital Fund 6,574 2.7 US equities - hedge
Top 10 Holdings 108,120 43.6
Greenspring Global Partners IV, LP 6,388 2.6 Private Assets - US Venture Capital
Indus Japan Long Only Fund 6,250 2.5 Japan equities - long-only
Schroder ISF Asian Total Return Fund 6,198 2.5 Asia ex-Japan equities - long-only
Gramercy Distressed Opportunity Fund II, LP 5,554 2.2 Private Assets - distressed debt
Helios Investors II, LP 5,477 2.2 Private Assets - Africa
Prince Street Opportunities Fund 5,422 2.2 Emerging Markets equities - long-only
L Capital Asia, LP 5,220 2.1 Private Assets - Asia (Consumer)
Pershing Square Holdings Ltd 5,214 2.1 US equities - long-only
Select Equity Offshore, Ltd 5,126 2.1 US equities - long-only
Vulcan Value Equity Fund 5,125 2.1 US equities - long-only
Top 20 Holdings 164,094 66.2
Global Event Partners Ltd 5,000 2.0 Global equities - long-short
Hudson Bay International Fund 4,993 2.0 Market Neutral - multi-strategy
Prosperity Quest Fund 4,874 2.0 Russian equities - long-only
KKR Special Situations Fund, LP 4,825 1.9 Private Assets - distressed debt
GAM Star Technology 4,715 1.9 Technology - long-only
Hony Capital Fund V, LP 4,569 1.8 Private Assets - China
Goodhart Partners Longitude Fund: Hanjo Fund 4,353 1.7 Japan equities - long-only
China Harvest Fund II, LP 4,308 1.7 Private Assets - China
African Development Partners I, LLC 4,280 1.7 Private Assets - Africa
Oaktree Principal Fund V, LP 3,997 1.6 Private Assets - US distressed debt
Top 30 Holdings 210,008 84.5
22 remaining holdings 35,240 14.2
Cash 3,200 1.3
Total 248,448 100.0

Hanseatic Asset Management LBG

August 2015

Going concern

The Group closely monitors and manages its liquidity risk. The Group has considerable financial resources including US$101.3 million in cash and cash equivalents and the Group's borrowings have a long maturity profile. The Group's business activities together with the factors likely to affect its future development and performance are set out in Chairman's statement and investment manager's report. The financial position, cash flows and borrowings of the Group are also set out in the Chairman's statement. Details of the Group's borrowings are set out in note 15. Based on the Group's cash forecasts and sensitivities run, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operation for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts.

Responsibility statement

The Directors confirm that to the best of our knowledge:

(a)     the condensed set of financial statements has been prepared in accordance with IAS 34;

(b)     the interim management report includes a fair review of the information required by DTR 4.2.7R; and

(c)     the interim management report includes a fair review of the information required by DTR 4.2.8R.

J F Gouvêa Vieira

Chairman

14 August 2015

Consolidated Statement of Comprehensive Income

for the six months ended 30 June 2015

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
Notes US$'000 US$'000
Revenue 3 269,408 299,907
Raw materials and consumables used (33,286) (39,824)
Employee benefits expense 5 (81,778) (101,773)
Depreciation & amortisation expense 4 (28,904) (31,676)
Other operating expenses (73,081) (92,128)
Profit /(loss) on disposal of property, plant and equipment 141 (242)
Operating profit 52,500 34,264
Share of results of joint ventures 2,093 1,612
Investment revenue 6 7,943 7,121
Other gains and losses 7 3,421 7,335
Finance costs 8 (20,604) (1,950)
Foreign exchange (losses)/gains on monetary items (6,481) 9,263
Profit before tax 38,872 57,645
Income tax expense 9 (19,722) (11,410)
Profit for the period 19,150 46,235
Other comprehensive income: items that may be reclassified subsequently to profit and loss
Exchange differences arising on translation of foreign operations (35,554) 5,681
Effective portion of changes in fair value of derivatives (852) (484)
Other comprehensive (loss)/income for the period (36,406) 5,197
Total comprehensive (loss)/income for the period (17,256) 51,432
Profit for the period attributable to:
Equity holders of parent 11,953 29,085
Non-controlling interests 7,197 17,150
Profit for the period 19,150 46,235
Total comprehensive income for the period attributable to:
Equity holders of parent (8,976) 31,696
Non-controlling interests (8,280) 19,736
Total comprehensive (loss)/income for the period (17,256) 51,432
Earnings per share
Basic and diluted 11 33.8c 82.2c

Consolidated Balance Sheet

as at 30 June 2015

Unaudited Audited
as at as at
30 June 31 December
2015 2014
Notes US$'000 US$'000
Non-current assets
Goodwill 31,588 35,024
Other intangible assets 31,766 38,565
Property, plant and equipment 12 601,594 639,480
Deferred tax assets 32,481 31,665
Trade and other receivables 14 45,485 51,535
Investment in joint ventures 16 14,998 11,500
Other non-current assets 11,347 11,838
769,259 819,607
Current assets
Inventories 33,762 32,460
Trading investments 13 265,867 260,491
Trade and other receivables 14 83,153 96,199
Cash and cash equivalents 101,323 103,810
484,105 492,960
Total assets 1,253,364 1,312,567
Current liabilities
Trade and other payables (92,413) (78,879)
Derivatives (649) (156)
Current tax liabilities (794) (1,994)
Obligations under finance leases (1,531) (1,444)
Bank overdrafts and loans 15 (39,632) (51,195)
(135,019) (133,668)
Net current assets 349,086 359,292
Non-current liabilities
Bank loans 15 (329,336) (343,990)
Derivatives (1,843) (1,843)
Employee benefits (1,428) (1,570)
Deferred tax liabilities (50,971) (45,197)
Provisions (15,804) (15,702)
Obligations under finance leases (2,351) (3,253)
(401,733) (411,555)
Total liabilities (536,752) (545,223)
Net assets 716,612 767,344
Capital and reserves
Share capital 11,390 11,390
Retained earnings 497,972 508,298
Capital reserves 31,760 31,760
Translation and hedging reserve (22,323) (1,677)
Equity attributable to equity holders of the parent 518,799 549,771
Non-controlling interests 197,813 217,573
Total equity 716,612 767,344

Consolidated Statement of Changes in Equity

as at 30 June 2015

Hedging and Attributable to equity Non-
Share Retained Capital Translation holders of controlling Total
For the six months ended 30 June 2014 capital earnings reserves reserve the parent interests equity
(unaudited) US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 January 2014 11,390 505,922 31,760 3,128 552,200 217,875 770,075
Currency translation adjustment - - - 3,095 3,095 2,586 5,681
Effective portion of changes in fair value of derivatives - - - (261) (261) (223) (484)
Profit for the period - 29,085 - - 29,085 17,150 46,235
Total income and expense for the period - 29,085 - 2,834 31,919 19,513 51,432
Dividends - (21,218) - - (21,218) (11,286) (32,504)
Share based expense - - - - - 1,477 1,477
Balance at 30 June 2014 11,390 513,789 31,760 5,962 562,901 227,579 790,480
For the six months ended 30 June 2015 (unaudited)
Balance at 1 January 2015 11,390 508,298 31,760 (1,677) 549,771 217,573 767,344
Currency translation adjustment - - - (20,470) (20,470) (15,084) (35,554)
Effective portion of changes in fair value of derivatives - - - (459) (459) (393) (852)
Profit for the period - 11,953 - - 11,953 7,197 19,150
Total income and expense for the period - 11,953 - (20,929) (8,976) (8,280) (17,256)
Dividends - (22,279) - - (22,279) (13,336) (35,615)
Derivatives - - - 283 283 203 486
Share based expense - - - - - 1,653 1,653
Balance at 30 June 2015 11,390 497,972 31,760 (22,323) 518,799 197,813 716,612

Share capital

The Group has one class of ordinary share which carries no right to fixed income.

Capital reserves

The capital reserves arise principally from transfers from revenue to capital reserves made in the Brazilian subsidiaries arising in the following circumstances:

(a)     profits of the Brazilian subsidiaries and Brazilian holding company which in prior periods were required by law to be transferred to capital reserves and other profits not available for distribution; and

(b)     Wilson Sons Limited bye-laws require the company to credit an amount equal to 5% of the company's net profit to a retained earnings account to be called legal reserve until such amount equals 20% of the Wilson Sons Limited share capital.

Hedging and translation reserve

The hedging and translation reserve arises from exchange differences on the translation of operations with a functional currency other than US Dollars and effective movements on hedging instruments.

Amounts in the statement of changes in equity are stated net of tax where applicable

Consolidated Cash Flow Statement

for the six months ended 30 June 2015

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
Notes US$'000 US$'000
Net cash inflow from operating activities 17 89,148 26,695
Investing activities
Interest received 4,407 4,045
Dividends received from trading investments 2,172 2,129
Proceeds on disposal of trading investments 25,301 80,874
Proceeds on disposal of property, plant and equipment 228 133
Purchases of property, plant and equipment (32,657) (57,591)
Purchase of intangible asset (255) (496)
Purchases of trading investments (27,256) (54,208)
Net cash used in investing activities (28,060) (25,114)
Financing activities
Dividends paid 10 (22,279) (21,218)
Dividends paid to non-controlling interests in subsidiary (13,336) (11,286)
Repayments of borrowings (28,855) (20,332)
Repayments of obligations under finance leases (568) (1,015)
Derivative paid (72) (71)
New bank loans raised 9,804 18,915
Increase in bank overdrafts - 13,900
Net used in financing activities (55,306) (21,107)
Net increase/(decrease) in cash and cash equivalents 5,782 (19,526)
Cash and cash equivalents at beginning of period 103,810 106,512
Effect of foreign exchange rate changes (8,269) 4,885
Cash and cash equivalents at end of period 101,323 91,871

Notes to the Accounts

for the six months ended 30 June 2015

1 General information

The interim financial information is not the company's statutory accounts. The auditors of the company have not made any report thereon under section 90(2) of the Bermuda Companies Act.

Ocean Wilsons Holdings Limited is a company incorporated in Bermuda under the Companies Act 1981 and the Ocean Wilsons Holdings Limited Act, 1991.

These financial statements are presented in US Dollars because that is the currency of the primary economic environment in which the Group operates.

2 Accounting policies

The condensed consolidated interim financial report of the company for the six months ended 30 June 2014 comprises the company and its subsidiaries (together referred to as the 'Group') and the Group's interests in associates and jointly controlled entities.

The condensed set of financial statements has been prepared using accounting policies consistent with International Financial Reporting Standards (IFRS's) and in accordance with IAS 34 - Interim Financial Reporting. For these purposes, IFRS comprise the standards issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

The condensed set of financial statements have been prepared on the basis of accounting policies consistent with those applied to the financial statements for the year ended 31 December 2014.

3 Revenue

An analysis of the Group's revenue is as follows:

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
Note US$'000 US$'000
Sales of services 236,219 263,274
Revenue from construction contracts 33,189 36,633
269,408 299,907
Investment income 6 7,943 7,121
277,351 307,028

All revenue is derived from continuing operations.

4 Business and geographical segments

Business segments

Ocean Wilsons Holdings Limited has two reportable segments: Maritime services and investments. The maritime services segment provides towage, port terminals, ship agency, offshore, logistics and shipyard services in Brazil through Wilson Sons Limited. The investment segment holds a portfolio of international investments through Ocean Wilsons Investments Limited.

Segment information relating to these businesses is presented below.

For the six months ended 30 June 2015 (unaudited)

Maritime
services Investment Unallocated Consolidated
six months to six months to six months to six months to
30 June 30 June 30 June 30 June
2015 2015 2015 2015
US$'000 US$'000 US$'000 US$'000
Revenue 269,408 - - 269,408
Result
Segment result 55,011 (1,353) (1,158) 52,500
Share of joint venture results 2,093 - - 2,093
Investment revenue 5,769 2,173 1 7,943
Other gains and losses - 3,421 - 3,421
Finance costs (20,604) - - (20,604)
Exchange losses on monetary items (6,673) 17 175 (6,481)
Profit before tax 35,596 4,258 (982) 38,872
Tax (19,722) - - (19,722)
Profit after tax 15,874 4,258 (982) 19,150
Other information
Capital additions (33,722) - - (33,722)
Depreciation and amortisation (28,903) - (1) (28,904)
Balance Sheet
Assets
Segment assets 1,001,132 249,393 2,839 1,253,364
Liabilities
Segment liabilities (536,235) (237) (280) (536,752)

For the six months ended 30 June 2014 (unaudited)

Maritime
services Investment Unallocated Consolidated
six months to six months to six months to six months to
30 June 30 June 30 June 30 June
2014 2014 2014 2014
US$'000 US$'000 US$'000 US$'000
Revenue 299,907 - - 299,907
Result
Segment result 36,612 (1,345) (1,003) 34,264
Share of joint venture results 1,612 - - 1,612
Investment revenue 4,990 2,130 1 7,121
Other gains and losses - 7,335 - 7,335
Finance costs (1,950) - - (1,950)
Exchange losses on monetary items 9,156 (32) 139 9,263
Profit before tax 50,420 8,088 (863) 57,645
Tax (11,410) - - (11,410)
Profit after tax 39,010 8,088 (863) 46,235
Other information
Capital additions (58,714) - - (58,714)
Depreciation and amortisation (31,675) - (1) (31,676)
Balance Sheet
Assets
Segment assets 1,073,321 251,575 3,688 1,328,584
Liabilities
Segment liabilities (537,448) (245) (411) (538,104)

Finance costs and associated liabilities have been allocated to reporting segments where interest costs arise from loans used to finance the construction of fixed assets in that segment.

Geographical Segments

The Group's operations are located in Bermuda and Brazil.

All of the Group's sales are derived in Brazil.

The following is an analysis of the carrying amount of segment assets, and additions to property, plant and equipment and intangible assets, analysed by the geographical area in which the assets are located.

Carrying amount

of segment assets
Additions to property, plant and equipment and intangible assets
Unaudited Unaudited
Unaudited Unaudited six months to six months to
30 June 30 June 30 June 30 June
2015 2014 2015 2014
US$'000 US$'000 US$'000 US$'000
Brazil 967,859 1,043,541 33,722 58,714
Bermuda 285,505 285,043 - -
1,253,364 1,328,584 33,722 58,714

5 Employee benefits expense

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
US$'000 US$'000
Aggregate remuneration comprised:
Wages and salaries 68,788 90,834
Share based payment expense 1,824 (2,302)
Social security costs 10,637 12,587
Other pension costs 529 654
81,778 101,773

6 Investment revenue

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
US$'000 US$'000
Interest on bank deposits 4,348 3,543
Dividends from equity investments 2,172 2,129
Other interest 1,423 1,449
7,943 7,121

7 Other gains and losses

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
US$'000 US$'000
Increase in fair value of trading investments held at year end 1,793 5,160
Profit on disposal of trading investments 1,628 2,175
3,421 7,335

Other gains and losses form part of the movement in trading investments.

8 Finance costs

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
US$'000 US$'000
Interest on bank overdrafts and loans 6,479 5,939
Exchange loss/(gain) on foreign currency borrowings 13,811 (4,495)
Interest on obligations under finance leases 314 506
20,604 1,950

9 Taxation

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
US$'000 US$'000
Current taxation
Brazilian taxation:
Corporation tax 13,566 10,079
Social contribution 5,897 4,459
Total current tax 19,463 14,538
Deferred tax
Charge for the period in respect of deferred tax liabilities 14,230 7,883
(Credit) for the period in respect of deferred tax assets (13,971) (11,011)
Total deferred tax 259 (3,128)
Total taxation 19,722 11,410

Brazilian corporation tax is calculated at 25% (2014: 25%) of the assessable profit for the year.

Brazilian social contribution tax is calculated at 9% (2014: 9%) of the assessable profit for the year.

At the present time, no income, profit, capital or capital gains taxes are levied in Bermuda and accordingly, no provision for such taxes has been recorded by the company. In the event that such taxes are levied, the company has received an undertaking from the Bermuda Government exempting it from all such taxes until 31 March 2035.

10 Dividends

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
US$'000 US$'000
Amounts recognised as distributions to equity holders in the period:
Final dividend paid for the year ended 31 December 2014 of 63.0c (2013: 60.0c)

per share
22,279 21,218

11 Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
US$'000 US$'000
Earnings:
Earnings for the purposes of basic earnings per share being net profit attributable to equity holders of the parent 11,953 29,085
Number of shares:
Weighted average number of ordinary shares for the purposes of basic and diluted earnings per share 35,363,040 35,363,040

12 Property, plant and equipment

During the period, the Group spent approximately US$33.5 million mainly on vessel construction and terminal equipment.

At 30 June 2015, the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to US$8.6 million.

13 Investments

Unaudited Audited
six months to year to
30 June 31December
2015 2014
US$'000 US$'000
Trading investments
At 1 January 260,491 277,969
Additions, at cost 27,256 79,685
Disposals, at market value (25,301) (103,396)
Increase in fair value of trading investments held at year end 1,793 1,360
Profit on disposal of trading investments 1,628 4,873
At period end 265,867 260,491
Ocean Wilsons Investment Limited Portfolio 245,247 236,491
Wilson Sons Limited 20,620 24,000
Trading investments held at fair value at period end 265,867 260,491

Wilson Sons Limited

The Wilson Sons Limited investments are held and managed separately from the Ocean Wilsons Investment Portfolio and consist of US Dollar denominated depository notes.

Ocean Wilsons Investment Portfolio

The Group has not designated any financial assets that are not classified as trading investments as financial assets at fair value through profit or loss.

Trading investments above represent investments in listed equity securities, funds and unquoted equities that present the Group with opportunity for return through dividend income and capital appreciation.

Included in trading investments are open ended funds whose shares may not be listed on a recognised stock exchange but are redeemable for cash at the current net asset value at the option of the company. They have no fixed maturity or coupon rate. The fair values of these securities are based on quoted market prices where available. Where quoted market prices are not available, fair values are determined using various valuation techniques that include inputs for the asset or liability that are not based in observable market data (unobservable inputs).

14 Trade and other receivables

Unaudited Audited
period ended year ended
30 June 31 December
2015 2014
US$'000 US$'000
Trade and other receivables
Amount receivable for the sale of services 46,937 50,617
Allowance for doubtful debts (1,117) (1,154)
45,820 49,463
Income taxation recoverable 6,280 9,352
Other recoverable taxes and levies 28,338 34,000
Loans to related parties 26,640 31,314
Prepayments 10,039 12,431
Other 11,521 11,174
128,638 147,734
Total current 83,153 96,199
Total non-current 45,485 51,535
128,638 147,734

Non-current trade receivables relate to: recoverable taxes with maturity dates in excess of one year, which comprise mainly PIS, COFINS, ISS and INSS, customers with maturities over one year, and receivables from Intermarítima relating to the sale of the non-controlling interest in Tecon Salvador. There are no indicators of impairment related to these receivables.

Included in the Group's trade receivable balances are debtors with a carrying amount of US$11.6 million (2014: US$14.2 million) which are past due but not impaired at the reporting date for which the Group has not provided as there has not been a change in credit quality and the Group believes the amounts are still recoverable.

The Group does not hold any collateral over these balances.

Unaudited Audited
period ended year ended
30 June 31 December
2015 2014
Ageing of past due but not impaired trade receivables US$'000 US$'000
From 0 - 30 days 7,242 6,942
From 31 - 90 days 2,536 1,086
From 91 - 180 days 1,775 791
more than 180 days - -
Total 11,553 8,819

Included in the Group's allowance for doubtful debts are individually impaired trade receivables with a balance of US$2.5 million that are aged greater than 180 days. The impairment recognised represents the difference between the carrying amount of these trade receivables and the present value of the expected settlement proceeds. The Group does not hold any collateral over these balances.

Unaudited Audited
period ended year ended
30 June 31 December
2015 2014
Ageing of impaired trade receivables US$'000 US$'000
From 0 - 30 days - -
From 31 - 90 days - -
From 91 - 180 days - -
more than 180 days 1,117 1,154
Total 1,117 1,154

In determining recoverability of trade receivables, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. The directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.

The directors consider that the carrying amount of trade and other receivables approximates their fair value.

15 Bank loans and overdrafts

Unaudited Audited
period ended year ended
30 June 31 December
2015 2014
Annual Interest rate US$'000 US$'000
Secured borrowings
BNDES - FMM linked to US$ (1) 2.07% to 6.00% 191,988 200,022
BNDES Real 7.89% - 8.26% 25,614 26,796
BNDES - linked to US$ 5.07% - 5.36% 8,318 9,410
BNDES - FINAME Real 3.50% - 13.00% 2,879 4,461
BNDES - FMM Real (1) 7.40% - 9.71% 2,212 2,692
Total BNDES 231,011 243,381
IFC - US$ 3.08% 63,383 67,815
Banco do Brasil - FMM linked to US$ 2.00% - 3.00% 60,844 54,985
Itau - US Dollar linked to Real 11.89% - 12,233
Eximbank - US$ 2.06% 8,406 9,462
Finimp - US$ 4.16% 4,668 6,287
IFC - Real 14.09% 656 1,022
Total others 137,957 151,804
Total secured borrowings 368,968 395,185
Total borrowings 368,968 395,185

(1)       As an agent of Fundo da Marinha Mercante's (FMM), BNDES finances the construction of tugboats and shipyard facilities.

Period ended Year ended
30 June 31 December
2015 2014
US$'000 US$'000
The borrowings are repayable as follows:
On demand or within one year 39,632 51,195
In the second year 40,701 39,926
In the third to fifth years inclusive 116,065 120,389
After five years 172,570 183,675
Total borrowings 368,968 395,185
Amounts due for settlement within 12 months (39,632) (51,195)
Amounts due for settlement after 12 months 329,336 343,990

Analysis of borrowings by currency:

US Dollars $Real
linked to linked to
$Real $Real US Dollars US Dollars Total
US$'000 US$'000 US$'000 US$'000 US$'000
30 June 2015 (unaudited)
Bank loans 31,361 - 261,150 76,457 368,968
Total 31,361 - 261,150 76,457 368,968
31 December 2014 (audited)
Bank loans 34,971 12,233 264,417 83,564 395,185
Total 34,971 12,233 264,417 83,564 395,185

Guarantees

Loans with BNDES rely on a corporate guarantee from Wilson Sons de Administração e Comércio Ltda. For some contracts, the corporate guarantee is additional to: (i) pledge of the respective financed tugboat, (ii) lien of logistics and port operations equipment financed.

Loans with BB rely on a corporate guarantee from Wilson, Sons de Administração e Comércio Ltda. and pledge of the respective financed tugboat.

The loans that Tecon Salvador holds with IFC are guaranteed by shares of the company, projects' cash flows, equipment and buildings.

The loan with "The Export-Import Bank of China" is guaranteed by a "Standby Letter of Credit" issued for Tecon Rio Grande by Banco Itaú BBA S.A., with the financing bank as beneficiary, as counter-guarantee, Tecon Rio Grande pledged the equipment funded by "The Export-Import Bank of China" to Banco Itaú BBA S.A.

Undrawn credit facilities

At 30 June 2015, the Group had available US$76.9 million of undrawn borrowing facilities. For each disbursement, there is a set of precedent conditions that must be satisfied.

Fair value

Management estimates the fair value of the Group's borrowings as follows:

Unaudited Audited
30 June 31 December
2015 2014
US$'000 US$'000
Bank loans
BNDES 231,011 243,381
BB 64,039 68,837
IFC 60,844 54,985
Itau - 12,233
Eximbank 8,406 9,462
Finimp 4,668 6,287
Total bank loans 368,968 395,185
Total 368,968 395,185

16 Joint ventures

The Group holds the following significant interests in joint operations and joint ventures at the end of the reporting period:

Proportion of ownership interest
Place of
incorporation 30 June 31 December
and operation 2015 2014
Towage
Consórcio de Rebocadores Barra de Coqueiros (3) Brazil 29.13% 29.13%
Consórcio de Rebocadores Baia de São Marcos (3) Brazil 29.13% 29.13%
Logistics
Porto Campinas, Logística e Intermodal Ltda (3) Brazil 29.13% 29.13%
Offshore
Wilson, Sons Ultratug Participações S.A. (1) Brazil 29.13% 29.13%
Atlantic Offshore S.A. (2) Panama 29.13% 29.13%

(1)       Wilson, Sons Ultratug Participações S.A. controls Wilson, Sons Offshore S.A. and Magallanes Navegação Brasileira S.A. These latter two companies are indirect joint ventures of the Company.

(2)       Atlantic Offshore S.A. controls South Patagonia S.A. This company is indirect joint venture of Wilson Sons Limited.

(3)       Joint Operations.

The Group's interests in joint ventures are equity accounted.

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
US$'000 US$'000
Revenue 72,235 71,248
Raw materials and consumable used (2,532) (2,639)
Employee benefits expense (22,084) (24,051)
Depreciation and amortisation expenses (17,618) (16,983)
Other operating expenses (7,776) (9,249)
Loss on disposal of property, plant and equipment (221) -
Profits from operating activities 22,004 18,326
Finance income 2,486 (183)
Finance costs (8,858) (9,241)
Foreign exchange gains on monetary items (10,423) 3,660
Profit before tax 5,209 12,562
Income tax expense (1,024) (9,338)
Profit for the period 4,185 3,224
Participation (before non-controlling interests) 50% 50%
Equity result 2,093 1,612
Period ended Year ended
30 June 31 December
2015 2014
US$'000 US$'000
Other non-current Assets 889 1,566
Property, plant and equipment 656,537 598,497
Long-term investment 2,055 2,140
Other current assets 965 1,367
Trade and other receivables 30,996 35,782
Derivatives 2 79
Cash and cash equivalents 23,381 37,061
Total assets 714,825 676,492
Bank overdrafts and loans 531,729 514,861
Other non-current liabilities 19,558 16,596
Trade and other payables 94,942 81,596
Equity 68,596 63,439
Total liabilities 714,825 676,492

Guarantees

Wilson Sons Offshore's loan agreements with BNDES are guaranteed by a lien on the financed supply vessels, and in the majority of the contracts, a corporate guarantee from both Wilson Sons Adminisração e Comércio and Remolcadores Ultratug Ltda, each guarantteeing 50% of its subsidiary's debt balance with BNDES.

Magallanes Navegação Brasileira's loan agreement with Banco do Brasil is guaranteed by a lien on the financed supply vessels. The security package also includes a standby letter of credit issued by Banco de Crédito e Inversiones - Chile for part of the debt balance, assignment of Petrobras' long-term contracts and a corporate guarantee issued by Inversiones Magallanes Ltda - Chile. A cash reserve account, accounted for under long term investments, funded with US$2.1 million (R$5.7 million) should be maintained until full repayment of the loan agreement.

Covenants

The joint venture Magallanes Navegação Brasileira S.A. has to comply with specific financial covenants.

Provisions for tax, labour and civil risks

In the normal course of business in Brazil, the Group remains exposed to numerous local legal claims. It is the Group's policy to vigorously contest such claims, many of which appear to have little substance in merit, and to manage such claims through its legal counsel.

In addition to the cases for which the Group has made provision, there are other tax, civil and labour disputes amounting to US$11.7 million (2014: US$12.6 million), whose probability of loss was estimated by the legal counsel as possible.

Period ended Year ended
30 June 31 December
2015 2014
US$'000 US$'000
Civil cases 2 2
Tax cases 9.059 9,189
Labour claims 2,685 3,387
Total 11,746 12,578

17 Notes to the cash flow statement

Unaudited Unaudited
six months to six months to
30 June 30 June
2015 2014
US$'000 US$'000
Reconciliation from profit before tax to net cash from operating activities
Profit before tax 38,872 57,645
Share of joint venture results (2,093) (1,612)
Investment revenues (7,943) (7,121)
Other gains and losses (3,421) (7,335)
Finance costs 20,604 1,950
Exchange losses on monetary items 6,481 (9,263)
Operating profit 52,500 34,264
Adjustments for:
Depreciation of property, plant and equipment 25,912 28,175
Amortisation of intangible assets 2,992 3,501
Share based payment expense/(credit) 1,684 (2,302)
(Loss) / gain on disposal of property, plant and equipment (141) 242
Increase in provisions 65 2,382
Operating cash flows before movements in working capital 83,012 66,262
Increase in inventories (2,082) (7,279)
Decrease in receivables 12,705 25,132
Increase/(decrease) in payables 13,497 (40,984)
Decrease/(increase) in other non-current assets 491 (1,676)
Cash generated by operations 107,623 41,455
Income taxes paid (10,830) (8,325)
Interest paid (7,645) (6,435)
Net cash from operating activities 89,148 26,695

18 Commitments

At 30 June 2015, the Group has twenty-five outstanding commitment agreements with respect to twenty-five separate Limited Partnerships. These commitments relate to capital subscription agreements entered into by Ocean Wilsons (Investments)Limited.

The details of these commitments are as follows:

Unaudited Audited
Outstanding at Outstanding at
30 June 31 December
Commitment 2015 2014
$'000 US$'000 US$'000
Expiry date
31 December 2015 3,000 68 68
22 February 2017 4,994 125 135
05 December 2017 5,000 399 434
30 March 2018 5,000 899 899
4 June 2018 5,000 1,520 1,538
18 July 2018 5,000 689 738
21 December 2018 5,000 297 364
31 December 2018 4,650 221 445
22 November 2019 5,000 550 550
08 December 2019 5,000 621 1,044
31 December 2019 3,000 120 240
31 January 2020 4,500 379 469
18 December 2021 5,000 1,024 1,200
17 February 2022 3,000 1,073 1,170
30 April 2022 7,500 3,920 4,547
11 July 2022 4,963 3,610 3,917
01 February 2023 5,000 500 700
28 March 2023 5,000 2,617 3,374
01 April 2023 5,000 3,673 3,723
05 June 2023 3,200 2,408 2,474
22 August 2023 5,000 1,185 2,235
21 August 2024 5,005 4,120 4,129
12 March 2025 2,954 2,264 -
11 April 2029 3,000 1,860 2,160
To be confirmed 1,800 1,800 -
Total 111,566 35,942 36,553

19 Related party transactions

Transactions between this company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Transactions between the group and its associates, joint ventures and others investments are disclosed below.

Dividends received/ Amounts paid/
Revenue of services Cost of services
Unaudited Unaudited Unaudited Unaudited
30 June 30 June 30 June 30 June
2015 2014 2015 2014
US$'000 US$'000 US$'000 US$'000
Joint ventures
1. Allink Transportes Internacionais Limitada 17 14 - -
2. Consórcio de Rebocadores Barra de Coqueiros 138 168 - -
3. Consórcio de Rebocadores Baía de São Marcos 5 91 - (26)
4. Wilson Sons Ultratug 8,221 601 - (289)
5. Atlantic Offshore - - - -
6. Intermaritima 276 - - -
Others
7. Hanseatic Asset Management - - (1,268) (1,235)
8. Gouvêa Vieira Advogados - - (45) (46)
9. CMMR Intermediacao Comercial Limitada - - (105) (119)
10. Jofran Services - - (87) (87)
Amounts owed Amounts owed
by related parties to related parties
Unaudited Audited Unaudited Audited
30 June 31 December 30 June 31 December
2015 2014 2015 2014
US$'000 US$'000 US$'000 US$'000
Joint ventures
1. Allink Transportes Internacionais Limitada 3 4 - -
2. Consórcio de Rebocadores Barra de Coqueiros 195 118 - -
3. Consórcio de Rebocadores Baía de São Marcos 2,013 2,285 - -
4. Wilson Sons Ultratug - 23,135 (8,497) -
5. Atlantic Offshore - 5,997 - -
6. Intermaritima 3,468 - - -
Others
7. Hanseatic Asset Management LBG - - (245) (773)
8. Gouvêa Vieira Advogados - - - -
9. CMMR Intermediacao Comercial Limitada - - - -
10. Jofran Services - - - -

1.         Mr A C Baião is a shareholder and Director of Allink Transportes Internacionais Limitada. Allink Transportes Internacionais Limitada is 50% owned by the Group and rents office space from the Group.

6.          Intermarítima has a 7.5% participation in Tecon Salvaldor and contracts terminal services on an arms length basis. Intermarítima has outstanding loans paying interest at CDI advanced from Wilson Sons Limited, secured by Intermarítimas participation in Tecon Salvador.

7.         Mr W H Salomon is Chairman of Hanseatic Asset Management LBG. Fees were paid to Hanseatic Asset Management LBG for acting as investment managers of the Group's investment portfolio and administration services.

8.         Mr J F Gouvêa Vieira is a partner in the law firm Gouvêa Vieira Advogados. Fees were paid to Gouvêa Vieira Advogados for legal services.

9.         Mr C M Marote is a shareholder and Director of CMMR Intermediacao Comercial Limitada. Fees were paid to CMMR Intermediacao Comercial Limitada for consultancy services.

10.       Mr J F Gouvêa Vieira is a Director of Jofran Services. Directors' fees and consultancy fees were paid to Jofran Services.

20 Financial instruments

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 15, cash and cash equivalents and equity attributable to equity holders of the parent comprising issued capital, reserves and retained earnings and the consolidated statement of changes in equity.

The Group borrows to fund capital projects and looks to cash flow from these projects to meet repayments. Working capital is funded through cash generated by operating revenues.

Externally imposed capital requirement

The Group is not subject to externally imposed capital requirements.

Financial risk management objectives

The Group's Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets and manages the financial risks relating to the operations of the Group through internal reports. These risks include market risk, (including currency risk, interest rate risk and price risk) credit risk and liquidity risk.

The Group may use derivative financial instruments to hedge these risk exposures, with Board approval. The Group does not enter into trading financial instruments, including derivative financial instruments for speculative purposes.

Credit risk

The Group's principal financial assets are cash, trade and other receivables and trading investments. The Group's credit risk is primarily attributable to its bank balances, trade receivables and investments. The amounts presented as receivables in the balance sheet are net of allowances for doubtful receivables as outlined above.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The credit risk on investments held for trading is limited because the counterparties with whom the Group transacts are regulated institutions or banks with high credit ratings. The Company's appointed investment manager, Hanseatic Asset Management LBG, evaluates the credit risk on trading investments prior to and during the investment period.

The Group has no significant concentration of credit risk. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

Market risk

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

Foreign currency risk management

The Group undertakes certain transactions denominated or linked to foreign currencies and therefore exposures to exchange rate fluctuations arise. The Group operates principally in Brazil with a substantial proportion of the Group's revenue, expenses, assets and liabilities denominated in the Brazilian Real. Due to the cost of hedging the Brazilian Real, the Group does not normally hedge its net exposure to the Brazilian Real as the Board does not consider it economically viable.

Interest rate risk management

The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates.

The Group borrows from the BNDES (Banco Nacional de Desenvolvimento Econômico e Social) and Banco do Brasil to finance vessel construction. These loans are fixed interest rates loans linked to the US Dollar. Due to the favourable rates offered by these institutions, in the Group's opinion, there is minimal market interest rate risk.

The Group's strategy for managing interest rate risk is to maintain a balanced portfolio of fixed and floating interest rates in order to balance both cost and volatility. The Group may use derivative instruments to reduce cash flow interest rate attributable to interest rate volatility.

Market price sensitivity

The Group is exposed to equity price risks arising from equity trading investments.

The trading investments represent investments in listed equity securities, funds and unquoted equities and that present the Group with opportunity for return through dividend income and trading gains. They have no fixed maturity or coupon rate. The fair values of these securities are based on quoted market prices where available.

By the nature of its activities, the Group's investments are exposed to market price fluctuations. However the portfolio as a whole does not correlate exactly to any stock exchange index, as it is invested in a diversified range of markets. The investment manager and the Board monitor the portfolio valuation on a regular basis and consideration is given to hedging the portfolio against large market movements.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults.

The Group's sales policy is subordinated to the credit sales rules set by management, which seeks to mitigate any loss from customers' delinquency.

Trade receivables consist of a large number of customers. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The Group has access to financing facilities, the total unused amount which is US$76.9 million at the balance sheet date. The Group expects to meet its other obligations from operating cash flows and proceeds of maturing financial assets.

Fair value of financial instruments

The fair value of non-derivative financial assets traded on active liquid markets are determined with reference to quoted market prices.

The carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximate their fair value.

Enquiries

Company Contact

Keith Middleton                                      1 441 295 1309

Media

David Haggie                                          020 7562 4444

Haggie Partners LLP

Cantor Fitzgerald Europe                         020 7894 7000

Rick Thompson - Corporate Finance

David Banks - Corporate Broking

This information is provided by RNS

The company news service from the London Stock Exchange

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