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The Phoenix Holdings Ltd.

Earnings Release Oct 31, 2008

6983_iss_2008-10-30_8f00fef7-4179-46c9-ae17-1ba76a7812b5.pdf

Earnings Release

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Liberty Acquisition Holdings (International) Company announces interim results for the period ended 30 June 2008.

Cayman Islands, 29 October 2008

Liberty Acquisition Holdings (International) Company (LAHIC) reports a net profit for the period of €8.27 million (EPS €0.13), which include the recognition of share based payment expense under IFRS2 of €1.12 million. The shareholders' equity was €411.56 million (€ 5.49 per ordinary share) on 30 June 2008.

On February 13, 2008, LAHIC closed its initial public offering of 60,000,000 units with each unit consisting of one ordinary share and one warrant to purchase one ordinary share at a price of €7.00 per ordinary share. All of the units registered were sold at an offering price of €10.00 per unit and generated gross proceeds of €600.0 million.

LAHIC received net proceeds of approximately €580.3 million from its initial public offering and a concurrent private offering of 8,000,000 warrants for €1.00 per warrant. Expenses related to the offering totaled approximately €27.7 million (including approximately €9.0 million of deferred underwriting fees). Following the consummation of the public offering, €589.2 million of the net proceeds (including approximately €9.0 million of deferred underwriting fees) were deposited into a trust account. The remaining proceeds of €100,000 were retained by LAHIC for business, legal and accounting due diligence on prospective transactions and continuing general and administrative expenses. Unless and until a business combination is consummated, the proceeds held in the trust account will not be available to LAHIC, except the interest income earned on the trust account may be used to pay any income taxes. In addition, up to €6.0 million from the interest income earned on the trust account may be withdrawn from the trust account by LAHIC to fund its working capital and to pay for business, legal, and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. This limitation on LAHIC's working capital will preclude it from declaring and paying dividends. In the event that LAHIC is unable to complete a business combination within two years of the initial public offering, the balance in the trust account will be distributed to LAHIC's public shareholders.

The net proceeds deposited into the trust account remain on deposit in the trust account and earned approximately €9.5 million for the period ended June 30th, 2008, of which €3.25 million was transferred to LAHIC's operating account. The amount in trust on 30 June 2008 was approximately €594.4 million. This is approximately €9.91 per ordinary share owned by LAHIC's public shareholders (60,000,000 shares) eligible to receive the proceeds of the trust account if a business combination is not consummated within two years of the initial public offering.

Being a blank-check company LAHIC has recorded no revenues to date as the Company is still looking for targets for its first acquisition. The results are therefore fully

attributable to interest accrued on the amount in the trust account. The Company has no news as to any potential acquisition at this time.

LIBERTY ACQUISITION HOLDINGS (INTERNATIONAL) COMPANY

The directors of Liberty Acquisition Holdings (International) Company are responsible for preparing the financial information set out on pages 4 to 7 in accordance with International Financial Reporting Standards ("IFRS").

Balance Sheet at 30 June 2008 30-Jun-08 2-Jan-08
Current assets
Accrued Interest 1,023,261
Prepaid expenses 64,849 -
Amount in trust 594,406,227 -
Cash and cash equivalents 2,918,800 -
Total current assets 598,413,137 -
Total Assets 598,413,137 -
Equity and Liabilities
Shareholders' Equity
Preferred stock, €0.0001 par value; 1,000,000 shares
authorized; none issued.
Ordinary shares, €0.0001 par value, 300,000,000
authorized; 75,000,000 issued and outstanding
(including 17,999,999 ordinary shares subject to possible
redemption).
7,500 -
Other reserves 403,204,583 -
Retained earnings 8,347,753 -
Total Shareholders' Equity 411,559,836 -
Non-current liabilities -
Ordinary shares subject to redemption, 17,999,999
ordinary shares at redemption value, approximately
€9.82 per share
176,759,990 -
Deferred interest income related to ordinary shares
subject to possible redemption
1,043,811 -
Deferred
underwriters' fee
9,000,000 -
Total non-current liabilities 186,803,801
Current liabilities
Accrued expenses 49,500 -
Accrued offering costs -
Income taxes payable -
Trade and other payables -
Total current liabilities 49,500 -
Total Liabilities 186,853,301 -
Total equity and liabilities 598,413,137 -
2 January - 30 June 2008
Income Statement from 2 January 2008 to 30 June 2008
Revenue -
Administrative expenses 1,196,888
Advisory costs 30,480
Interest income 9,496,932
Profit before taxes 8,269,564.00
Income taxes -
Profit for the period 8,269,564.00
Statement of changes in Share
Capital
Other Reserve Retained
Earnings
Total Equity
shareholders' equity
Balance at 2 January 2008 - - - -
Profit for the period and total
recognized income and expense for
the period
- - 8,269,564 8,269,564
Capital contribution of founders
units (20,125,000 units at
0.00124EUR each unit)
2,013 22,987 - 25,000
Capital contribution of sponsor
warrants
- 8,000,000 - 8,000,000
Issue of Share Capital in initial
public offering on 2/13/2008
(60,000,000 ordinary shares)
6,000 599,994,000 - 600,000,000
Redemption of founders' units
(2,875,000 units)
(288) (3,277) - (3,565)
Redemption of founders' units held
in trust (2,250,000 units)
(225) (2,565) - (2,790)
Proceeds from public offering
subject to possible redemption
- (176,759,990) - (176,759,990)
Underwriting fee taken to equity
(including 9,000,000 payable upon a
business combination)
- (27,000,000) - (27,000,000)
Expenses relating to issuing of
shares taken to equity
- (1,052,927) - (1,052,927)
Capital reserve - 6,355 - 6,355
Deferred interest income related to
ordinary shares subject to possible
redemption
(1,043,811) (1,043,811)
Recognition of share based payment
expense under IFRS2
- - 1,122,000 1,122,000
Balance at 30 June 2008 7,500 403,204,583 8,347,753 411,559,836
Statement of cash flows for the period from 2 January
2008 to 30 June 2008
2 January - 30 June 2008
Cash flows from operating activities
Loss before tax, excluding interest received (1,227,368)
Share based payment expense under IFRS2 1,122,000
Prepaid expenses (64,849)
Accrued expenses 49,500
Net cash from operating activities (120,717)
Cash flows from investing activities
Interest received 9,496,932
Net change in cash and cash equivalents invested in trust
account
(594,406,227)
Net cash from investing activities (584,909,295)
Cash flows from financing activities
Proceeds from issuance of units to founders 25,000
Gross Proceeds from initial public offering 600,000,000
Proceeds from issuance of warrants in private placement 8,000,000
Payments for underwriters' discounts (18,000,000)
Cost of IPO taken against Shareholders' Surplus (1,052,927)
Accred interest subject to possible shareholders' redemption (1,023,261)
Net cash used in financing activities 587,948,812
Net increase/decrease in cash and cash equivalents 2,918,800
Cash and cash equivalents at 2 January 2008 0
Cash and cash equivalents at 30 June 2008 2,918,800
Supplemental schedule for non-cash financing activities
Deferred underwriters' discount 9,000,000
Accrued offering expenses 0

About the Company

Liberty Acquisition Holdings (International) Company is a blank check company incorporated on January 2, 2008 under the laws of the Cayman Islands as an exempted company with limited liability to acquire one or more operating businesses with principal business operations outside North America through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction. Its efforts in identifying a prospective target business will not be limited to a particular industry.

Basis of preparation and accounting policies

The financial information has been prepared in accordance with IFRS. The accounting policies set out below have, unless otherwise stated, been applied consistently in the financial information.

Other receivables

The assets are initially recognized at fair value and are subsequently measured at amortized cost less any provision for impairment.

Critical accounting estimates and judgments Fair value of financial instruments

The Company determines the fair value of financial instruments that are not quoted, based on estimates using present values or other valuation techniques. Those techniques are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. Where market prices are not readily available, fair value is either based on estimates obtained from independent experts or quoted market prices of comparable instruments. In that regard, the derived fair value estimates cannot be substantiated by comparison with independent markets and, in many cases, could not be realized immediately.

IFRS 2 expense

Where warrants are granted, the fair value of those warrants at the date of grant is charged to the consolidated income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of warrants that eventually vest. Market vesting conditions are factored into the fair value of the warrants granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of warrants are modified before they vest, the increase in the fair value of the warrants, measured immediately before and after the modification, is also charged to the consolidated income statement over the remaining vesting period.

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