Earnings Release • Oct 31, 2008
Earnings Release
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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 In addition, up to €6.0 million from the interest income earned on the trust account may be withdrawn from the trust account by LAHIC to fund its working capital and to pay for business, legal, and accounting due diligence on prospective acquisitions and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.
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 |
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.
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.
The assets are initially recognized at fair value and are subsequently measured at amortized cost less any provision for impairment.
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.
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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