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Santumas Shareholdings Plc

Annual Report Aug 30, 2013

2072_rns_2013-08-29_3ca9c1ae-ce2d-42b0-af09-1827fdb86238.pdf

Annual Report

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Santumas Shareholdings plc

Amalgamated

with Marsascala Development Limited, Santumas Contractors Limited and Calpabrin Properties (Investments) Limited Britannia House 1, 9 Old Bakery Street, Valletta VLT 1450, Malta G.C. Telephones : (+356) 2123 1492 • 2125 0345 • 2122 1074 • Fax: (+356) 2123 9279 E-mail: [email protected]

30th August 2013

COMPANY ANNOUNCEMENT

The following is a company announcement issued by Santumas Shareholdings plc pursuant to the Malta Financial Services Authority Listing Rules.

Quote

On the 30th August, 2013 the Board of Directors of Santumas Shareholdings plc approved the attached Annual Report and Financial Statements for the year ended 30th April, 2013.

A final net dividend of €0.06 per share, payable on 185 October 2013, was also approved. Ordinary shareholders on the Company register as on Wednesday 15th September 2013 will be eligible to receive this dividend.

The Annual Report and Financial Statements are alternatively available for viewing at the registered office of the Company at 1 Britannia House, 9 Old Bakery Street, Valletta VLT 1450, Malta.

Unquote

Michael Formosa Gauci Company Secretary

SANTUMAS SHAREHOLDINGS plc is licenced as a Collective Investment Scheme by the Malta Financial Services Centre

SANTUMAS SHAREHOLDINGS PLC

Annual Report and Financial Statements

30 April 2013

SANTUMAS SHAREHOLDINGS PLC Annual Financial Statements for the year ended 30 April 2013

CONTENTS

PAGES
Directors and Company Information 2 - 3
Directors' Report 4 - 6
Custodian's Report
Independent Auditor's Report 8 - 9
Statement of Comprehensive Income 10
Statement of Financial Position 11
Statement of Changes in Equity 12
Statement of Cash Flows 13
Notes to the Financial Statements 14 - 33
Supplementary Statements Statement
num ber
Operating Account I
Investments II
Analysis of Company Portfolio III
Five Year Statements IV
Five Year Key Figures and Ratios V

DIRECTORS AND COMPANY INFORMATION

Registration

Santumas Shareholdings plc was registered as a public limited liability company under the Companies Act, Cap. 386 of the Laws of Malta on 24 December 1997 with company registration number C35. The Company holds a Collective Investment Scheme license from the Malta Financial Services Authority in terms of the Investment Services Act, Cap. 370 of the Laws of Malta.

Directors

Dr. Edward Firman, B.A., M.B.A., F.C.M.A., M.B.I.M., C.P.A. "La Encantada," Mons. E. Debono Street, San Gwann, MALTA

Dr. Rene Frendo Randon, LL.D. (Chairman) Villa Belveder, B'Kara Hill, St. Julians, MALTA

Mr. Peter Paul Testaferrata Moroni Viani Casa Testaferrata, J. Howard Street, Naxxar, MALTA

Mr. Anthony P. Demajo Jnr. 41, G'Mangia Hill, Pieta, MALTA

Mr. Christopher Testaferrata Moroni Viani Villa Ammermann, Mdina Road, Balzan, MALTA.

Secretary

Mr. Michael Formosa Gauci, B.A. (Acc.) Bus. Manag. T6F10 Favray Court Tigne Point, Sliema, MALTA

Registered office

Britannia House /1, 9 Old Bakery Street, Valletta VLT 1450, MALTA

Auditor

Ernst & Young Malta Limited, Certified Public Accountants Regional Business Centre, Achille Ferris Street, Msida MSD 1751, MALTA

Custodian

HSBC Bank Malta plc 233, Republic Street, Valletta VLT 1116, MALTA

Stockbrokers

HSBC Stockbrokers (Malta) Limited 80 Mill Street, Qormi QRM 3101, MALTA

DIRECTORS AND COMPANY INFORMATION - continued

Legal advisors

Dr. R. Frendo Randon & Associates 222. Merchant Street. Valletta, MALTA

Camilleri Preziosi Advocates Level 3, Valletta Buildings, South Street, Valletta VLT 1103, MALTA

Manager

Mr. Michael Formosa Gauci, B.A. (Acc.) Bus. Manag. T6F10 Favray Court Tigne Point, Sliema, MALTA

Investment Committee

Mr. Anthony P Demajo Jnr. 41, G'Mangia Hill, Pieta, MALTA

Mr. Christopher Testaferrata Moroni Viani Villa Ammermann, Mdina Road, Balzan, MALTA.

Mr. Michael Formosa Gauci, B.A. (Acc.) Bus. Manag. T6F10 Favray Court Tigne Point, Sliema, MALTA

Bankers

HSBC Bank Malta plc 233, Republic Street, Valletta VLT 1116, MALTA

Bank of Valletta plc Republic Street, Valletta, MALTA

Background

The Company was formed as the Malta New Issues Investment Co. Limited on 29 April 1963. The Company's name was changed on 11 May 1965 to Malta Shareholdings Limited when the Company was converted to a public company with the objects of carrying on the business of a finance trust in all branches. The name was changed again on 29 September 1978 to Santumas Shareholdings Limited. The Company's objects also provided for property development, with the main property development being the Santumas Estate at Marsascala.

Calpabrin Properties (Investments) Limited merged into Santumas Shareholdings Limited on 2 April 1987 and Marsascala Development Limited and Santumas Contractors Limited merged into Santumas Shareholdings Limited on 15 December 1989.

On 9 May 1996, the Company was licensed as a Collective Investment Scheme under the Investment Services Act, Cap. 370 of the Laws of Malta by the Malta Financial Services Centre. The Company was registered as a public limited liability company under the Companies Act, Cap. 386 of the Laws of Malta on 24 December 1997, thereby changing its name to Santumas Shareholdings plc.

On 12 December 2003, the Company's shares were accepted for listing on the Malta Stock Exchange.

DIRECTORS' REPORT

The directors submit their report and financial statements for the year ended 30 April 2013.

Principal activity

The principal activity of the Company during the year continued to be the carrying out of investment activities as a Collective Investment Scheme as licensed by the Malta Financial Services Authority.

Results and dividends

The Statement of Comprehensive Income is set out on page 10. The prevailing economic climate in the Eurozone countries remains subdued though rumblings of a tentative return to economic growth are apparent with the major international equity markets producing a improved performance over the last twelve months. This improved performance has reflected itself in the local market which has enabled the Company to claw back part of the unrealised losses it has suffered on its equity portfolio over the last years. A degree of uncertainty remains however and until such time as there is more concrete evidence of a real return to growth a cautious approach remains fundamental.

The profit before tax for the year amounted to EUR593,175 as compared to a loss before tax of EUR202,336 for the corresponding period last year. There was a tax charge of EUR78,200 as against a charge of EUR88,349 for the previous year. The income which is subject to tax consists in the main of investment income which has remained at much the same level to the previous year. The year resulted to a lower income tax expense due to the fact that fair value gains and losses, which are unrealised, are not subject to tax. The net profit for the year ended 30 April 2013 was therefore EUR514,975 as against a loss of EUR290,685 for the year ended 30 April 2012.

The Directors propose an amount of EUR100,000 by way of final dividend for the year which amounts to a net dividend of 6cents per share.

Review of the business

With a rise in the MSE Index from 2,969.16 as at 30 April 2012 to 3,359.79 as at 30 April 2013 the local equity portfolio has seen an increase of EUR434,929 in its fair value.

Dividend and interest income over the twelve months has been broadly in line with the previous year's levels.

Property

There has been no significant purchase or sale of property for the twelve months to 30 April 2013. However, the Company recognised revaluations of its investment property and leasehold improvements based on valuations performed by independent architects.

As required by the Company Prospectus, the Company's property holdings were last professionally revalued as at 30 April 2013.

Malta Stock Exchange

In line with previous years, trading in Company shares has been extremely thin throughout the twelve month period under review. As at 30 April 2013, the share price stood at EUR1.60 (2012: EUR1.80) and was at EUR 1.80 as at 30 July 2013. Over the year, the share price traded at a high of EUR 1.85and a low of EUR 1.60.

DIRECTORS' REPORT - continued

Net asset value

As at 30 April 2013, the Net Asset Value of the Company stood at EUR4.10 as compared to EUR3.780 at 30 April 2012. This increase has seen the level of discount of the share price to the NAV has grow from 52.33% as at 30 April 2012 to 60.94% as at 30 April 2013. As with the previous years there are no objective reasons, other than market sentiment, for this disparity between the NAV and the share price.

Directors

The directors for the year ended 30 April 2013 were listed on page 2.

In accordance with Clause 1 of the Company's Articles of Associations contained in Part 1 of the First Schedule to the Companies Act, 1995 shall apply. Accordingly, Mr. Christopher Testaferrata Moroni Viaini and Mr. Peter Paul Testaferata Moroni Viani. are due to retire. Being eligible, they offer themselves for reelection.

Directors' interests

As at 30 April 2013, the directors' interests, direct and indirect, in the ordinary share capital of the Company were:

Directors Number of
Shares
Nominal value of
shareholding
Filik
Percentage
shareholding
0/0
*Mr. P.P. Testaferrata Moroni Viani
*Mr. C. Testaferrata Moroni Viani 592,133 344.825 35.56
Mr. A. Demajo 113,790 66.265 6.83
Dr. R. Frendo Randon 86,348 50,284 5.19
Mr. C. Testaferrata Moroni Viani 37,180 21,652 2.23
Mr. P.P. Testaferrata Moroni Viani 8,039 4.681 0.48
l'otals 837.490 487,707 50.29

* The indirect interests of Mr. Peter Paul Testaferrata Moroni Viani and Mr. Christopher Testaferrata Moroni Viani shown above against their joint name arise due to shareholdings in the same companies that directly or indirectly have an interest in the number of shares shown.

No director has a contract of service with the Company. The Company has not entered into any commitments on behalf of, or made any loans to, the directors.

Statement of directors' responsibilities

The Companies Act, Cap. 386 of the Laws of Malta requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss for the financial year.

The directors are responsible for ensuring that:

  • · appropriate accounting policies have been consistently applied and supported by reasonable and prudent judgments and estimates;
  • the financial statements have been drawn up in accordance with International Financial Reporting Standards as adopted by the European Union;
  • the financial statements are prepared on the basis that the Company must be presumed to be carrying on its business as a going concern; and
  • account has been taken of income and charges relating to the accounting year, irrespective of the date of receipt or payment.

DIRECTORS' REPORT - continued

Statement of directors' responsibilities - continued

The directors are also responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to ensure that the financial statements comply with the Companies Act, Cap. 386 of the Laws of Malta. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Standard license conditions

In accordance with paragraph 2.15 Appendix II of Part B of the Investment Services Rules for Retail Collective Investment Schemes issued by the Malta Financial Services Authority, license holders are required to disclose any regulatory breaches of the standard license conditions in their annual report. During the year under review, there were no material breaches of the license conditions nor regulatory sanctions imposed by the Malta Financial Services Authority.

Auditors

Ernst & Young Malta Limited have indicated their willingness to continue in office and a resolution for their reappointment will be proposed to the Company at the forthcoming annual general meeting.

Risk warning

The Company is not a normal trading, manufacturing or services company but a specialized investment fund whose assets are not immediately realisable. As a consequence, the price of its shares and the income (if any) there from can go down as well as up and investors may not realize the amount of their initial investment. Past performance is no guide to future performance.

The directors' report was approved by the board of directors and was signed on its behalf by:

Mr. Christopher Testaferrata Moroni Viani Director

Mr. Anthony Demajo Director

30 August 2013

CUSTODIAN'S REPORT

The Directors Santumas Shareholdings plc 1 Brittania House 9 Old Bakery Street Valletta VLT 1450

30th August 2013

Dear Sirs,

Report of the Custodian

We, HSBC Bank Malta p.l.c., as Custodian to Santumas Shareholdings plc ('the Company'), hereby confirm that, having enquired into the conduct of the Manager and of the Company for the period 1* May 2012 to 30th April 2013, save for the matter noted below, it is our opinion that during this period, except as stated hereunder, the Company has been managed:

  • · in accordance with the limitations imposed on the investment and borrowing powers of the Scheme by the Constitutional Documents, the Prospectus and by the Malta Financial Services Authority; and
  • in accordance with its Constitutional Documents and its Licence Conditions.
      1. During the period under review, the Company's account was overdrawn for a period in excess of 180 days. MFSA rule SLC 4.26 allows borrowing only for temporary purposes. MFSA were duly notified on 22nd August 2012. The breach was rectified on 22nd September 2012.
      1. In April 2013, the value of the holding in Bank of Valletta p.l.c. shares exceeded the regulatory limit of 10% of NAV in securities issued by the same body. This percentage amounted to 12.24%. As custodians we continue to monitor position closely and MFSA have been notified.

Yours sincerely,

Joseph J Agius Head of Custody and Fiduciary Services

HSBC Bank Malta p.l.c. Custody Unit, Head Office, 80 Mill Street, Qormi QRM 3101 Tel: (+356) 25972235 Fax: (+356) 25972234

Registered in Malta number C3177. Registered Office: 233 Republic Street, Valletta VLT 1116 Regulated by the Malta Financial Services Authority and listed on the Malta Stock Exchange. Licensed to conduct Investment Services business by the Malta Financial Services Authority.

Ernst & Young Malta Limited Regional Business Centre Achille Ferris Street Msida MSD 1751, Malta

Tel: +356 2134 2134 Fax: +356 2133 0280 [email protected] ev.com

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF SANTUMAS SHAREHOLDINGS PLC

We have audited the financial statements of Santumas Shareholdings plc set out on pages 10 to 33 which comprise the statement of financial position as at 30 April 2013 and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

Directors' Responsibility for the Financial Statements

As described in the statement of directors' responsibilities set out on page 5 to 6, the directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Companies Act, Cap. 386 of the Laws of Malta, and for such internal control as management determines is necessary to enable the preparation of financial statements that are from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate for the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements:

  • · give a true and fair view of the financial position of the Company as at 30 April 2013, and of its financial performance and its cash flows for then ended in accordance with International Financial Reporting Standards as adopted by the European Union; and
  • · have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 of the Laws of Malta.

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF SANTUMAS SHAREHOLDINGS PLC - continued

Report on other Legal and Regulatory Requirements

We also have responsibilities under the Companies Act, Cap. 386 of the Laws of Malta to report to you if in our opinion:

  • · The information given in the directors' report is not consistent with the financial statements.
  • · Adequate accounting records have not been kept.
  • · The financial statements are not in agreement with the accounting records.
  • · We have not received all the information and explanations we require for our audit.
  • · If certain disclosures of directors' remuneration specified by law are not made in the financial statements, giving the required particulars in our report.

We have nothing to report to you in respect of these responsibilities.

This copy of the audit report has been signed by Emanuel Azzopardi for and on behalf of

Ernst & Young Malta Limited Certified Public Accountants

30 August 2013

STATEMENT OF COMPREHENSIVE INCOME for the year ended 30 April 2013

2013 2012
Notes BUIR EOR
REVENUE
Investment income 4 242,586 256,626
Increase/(decrease) in fair values of financial assets 12 434,929 (426,093)
Increase in fair value of investment properties 10 27,074 79,557
Total revenue 704,589 (89,910)
EXPENSES
Administrative expenses 6 108,742 110,494
Finance costs 5 2,672 1,932
Total expenses 111,414 112,426
Profit/(loss) before tax 593,175 (202,336)
Income tax expense 8 (78,200) (88,349)
Profit/(loss) for the year 514,975 (290,685)
Other comprehensive income
Revaluation of property, net of tax 9,228
Total comprehensive income for the year 524,203 (290,685)
Profit/(loss) per share 0.309 (0.175)

The accounting policies and explanatory notes on pages 14 to 33 form an integral part of the financial statements,

SANTUMAS SHAREHOLDINGS PLC Annual Financial Statements for the year ended 30 April 2013

STATEMENT OF FINANCIAL POSITION as at 30 April 2013

2013 2012
Notes FOUR BOR
ASSETS
Non-current assets
Investment properties 10 2,456,160 2,429,086
Property, plant and equipment 11 99,158 93,313
Financial assets at fair value through profit or loss 12 3,635,626 2,416,066
6,190,944 4,938,465
Current assets
Receivables 13 59,175 63,140
Income tax recoverable 39,249 40,314
Cash at bank 14 1,026,829 2,022,032
1,125,253 2,125,486
TOTAL ASSETS 7,316,197 7,063,951
EQUITY AND LIABILITIES
Capital and reserves ો ર 969,704
Issued capital 16 969,704
262,746
262,746
Share premium 16 43,398
Revaluation reserve । ୧ 51,356
100,000
Dividend reserve 16 2,288,451 2,213,770
Other reserves
Retained earnings
16 3,149,339 2,797,351
6,821,596 6,286,969
Non-current liabilities
Deferred tax liability 17 323,275 318,825
Current liabilities
Interest-bearing borrowings 18 21,790 305,812
Payables 19 149,536 152,345
171,326 458,157
Total liabilities 494,601 776,982
Total equity and liabilities 7,316,197 7,063,951
Net asset value per share 20 4.097 3.776

The accounting policies and explanatory notes on pages 14 to 33 form an integral part of the financial statements.

The financial statements on pages 10 to 33 were authorised for issue by the Board of Directors on 30 August 2013 and signed on its behalf by: /

Mr. Christopher Testaferrata Moroni Viani Director

Mr. Anthony Demajo Director

SANTUMAS SHAREHOLDINGS PLC Annual Financial Statements for the year ended 30 April 2013

STATEMENT OF CHANGES IN EQUITY for the year ended 30 April 2013

Issued
capital
DOR
Share
premium
19 OUR
Revaluation
reserve
19 OUR
Other
reserves
FETORR
Dividend
reserve
EUR
Retained
earnings
THOIR
Total
BIOIR
FINANCIAL YEAR ENDED
30 APRIL 2013
At 1 May 2012 969,704 262,746 43,398 2,213,770 - 2,797,351 6,286,969
Profit for the year 5 514,975 514,975
Other comprehensive income 1 9,228 1 9,228
Total comprehensive income 9,228 t 514,975 524,203
Equity dividends proposed (note 16) 100,000 (100,000)
Unclaimed dividend forfeited (note 19) - 10,424 10,424
Depreciation transfer for land and
building, net of deferred tax
= (1,270) 1,270
Increase in fair value of investment
property, net of deferred tax
23,882 (23,882)
Decrease in fair value of ground rents (58) 11 58
Increase in fair value of financial assets 50,857 (50,857)
At 30 April 2013 969,704 262,746 51,356 2,288,451 100,000 3,149,339 6,821,596
FINANCIAL YEAR ENDED
30 APRIL 2012
At 1 May 2011 969,704 262,746 44,443 2,210,712 3,082,375 6,569,980
Loss for the year (290,685) (290,685)
Other comprehensive income
Total comprehensive income - (290,685) (290,685)
Unclaimed dividend forfeited (note 19) 7.674 7,674
At 30 April 2012 969,704 262,746 43,398 2,213,770 - 2,797,351 6,286,969
Decrease in fair value of financial assets (67,501) ୍ତ 67,501
Increase in fair value of investment
property, net of deferred tax
1 = 70,559 i (70,559)
Depreciation transfer for land and
building, net of deferred tax
i - (1,045) 1 1,045
Unclaimed dividend forfeited (note 19) 7,674 7,674
Total comprehensive income (290,685) (290,683

The accounting policies and explanatory notes on pages 14 to 33 form an integral part of the financial statements.

STATEMENT OF CASH FLOWS for the year ended 30 April 2013

2013 2012
Notes EUR POR
Operating activities
Profit/(loss) before tax 593,175 (202,336)
Adjustments to reconcile profit before tax to net cash flows
Non-cash:
Depreciation of property, plant and equipment 11 4,638 4,380
(Increase)/decrease in fair value of financial assets 12 (434,929) 426,093
Increase in fair value of investment properties 10 (27,074) (79,557)
Finance costs 5 2,672 1,932
Interest income 4 (40,431) (42,014)
Working capital adjustments:
Decrease/(increase) in receivables 5,259 (14,609)
Increase/(decrease) in payables 7,368 10,222
Income tax paid (73,693) (73,045)
Interest income received 39,137 43,054
Net cash flows generated from operating activities 76,122 74,120
Investing activities
Purchase of financial assets (784,631) (447,622)
Net cash used in investing activities (784,631) (447,622)
Financing activities
Interest paid 5 (2,672) (1,932)
Net cash flows used in financing activities (2,672) (1,932)
Net increase in cash and cash equivalents (711,181) (375,434)
Cash and cash equivalents at 1 May 1,716,220 2,091,654
Cash and cash equivalents at 30 April 14 1,005,039 1,716,220

The accounting policies and explanatory notes on pages 14 to 33 form an integral part of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS

CORPORATE INFORMATION 1.

Santumas Shareholdings PLC (the "Company") is a public limited company incorporated and domiciled in Malta whose shares are publicly traded. The registered office is located at Britannia House /1, 9 Old Bakery Street, Valletta VLT 1450, Malta.

The principal activity of the Company is to carry out investment activities as a Collective Investment Scheme as licensed by the Malta Financial Services Authority.

BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE 2.1

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU).

The financial statements are prepared under the historical cost convention, except for leasehold property under property, plant and equipment, investment properties and financial assets at fair value through profit and loss that have been measured at fair value. The financial statements are presented in euros (EUR).

Statement of compliance

These financial statements are prepared in accordance with Appendix II of Part B of the Investment Services Rules for Retail Collective Investment Schemes issued by the Malta Financial Services Authority, and in accordance with International Financial Reporting Standards as adopted by the European Union and comply with the Companies Act, Cap. 386 of the Laws of Malta.

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

Standards, interpretations and amendments to published standards as endorsed by the European Union effective in the current year

The Company has adopted the following new and amended IFRS and IFRIC interpretations:

· IFRS 7 (Amendment) Transfer of financial assets disclosures (effective for financial years beginning on or after 1 July 2011)

The adoption of the standards or interpretations above did not have an impact on the financial statements or performance of the Company.

Standards, interpretations and amendments to published standards as adopted by the European Union that are not yet effective

Up to the date of approval of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective for the current reporting period and which have not been adopted early.

  • · IFRS 7 (Amendment) Offsetting of financial assets and financial liabilities (effective for financial years beginning on or after 1 January 2013)
  • IFRS 10 Consolidated financial statements (as endorsed by the EU with delayed effective date for financial years beginning on or after 1 January 2014)
  • · IFRS 11 Joint Arrangements (as endorsed by the EU with delayed effective date for financial years beginning on or after 1 January 2014)
  • · IFRS 12 Disclosures of interests in other entities (as endorsed by the EU with delayed effective date for financial years beginning on or after 1 January 2014)
  • IFRS 13- Fair Value Measurement (effective for financial years beginning on or after 1 January . 2013)

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES - continued

Standards, interpretations and amendments to published standards as adopted by the European Union that are not yet effective - continued

  • · IFRIC 20 Stripping costs in the production phase of a surface mine (effective for financial years beginning on or after 1 January 2013)
  • · IAS 1 (Amendments) Presentation of items of other comprehensive income (effective for financial years beginning on or after 1 July 2012)
  • IAS 19 (Amendments) Employee benefits (effective for financial years beginning on or after 1 January 2013)
  • IAS 12 Amendments Recovery of underlying assets (as endorsed by the EU with delayed . effective date for financial years beginning on or after 1 January 2013)
  • · IAS 27 Revised Separate financial statements (as endorsed by the EU with delayed effective date for financial years beginning on or after 1 January 2014)
  • · IAS 28 Revised Investments in associates and joint ventures ((as endorsed by the EU with delayed effective date for financial years beginning on or after 1 January 2014)
  • · IAS 32 Amendments Financial Instruments: Presentation: Classification of Right issues (as effective date for financial years beginning on or after 1 January 2014)
  • · IFRS 10, IFRS 11, and IFRS 12 (Amendments) Transition Guidance (effective for financial years beginning on or after 1 January 2013)
  • · Improvements to IFRSs 2009-2011 effective for financial years beginning on or after 1 January 2013)

Except as explained below, the changes resulting from these standards are not expected to have a material effect on the financial statements of the Company.

IFRS 13- Fair Value Measurement, effective for financial years beginning on or after 1 January 2013. IFRS 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to measure the fair value of financial and non-financial assets and liabilities when required or permitted by IFRS. The Company is currently assessing the impact that this standard will have on the financial position and performance, but based on the preliminary analyses, no material impact is expected.

Standards, interpretations and amendments that are not yet adopted by the European Union

These are as follows:

  • IFRS 9 Financial Instruments (effective for financial years beginning on or after 1 January 2015)
  • · IFRS 10. IFRS 12, and IAS 12 (Amendments) Investment Entities (effective for financial years beginning on or after 1 January 2014)
  • · IAS 36 (Amendment) Recoverable Amount Disclosures for Non-Financial Assets (effective for financial years beginning on or after 1 January 2014)
  • · IAS 39 (Amendment) Novation of Derivatives and Continuation of Hedge Accounting (effective for financial years beginning on or after 1 January 2014)
  • · IFRIC 21 Levies (effective for financial years beginning on or after 1 January 2014)

The adoption of IFRS 9 will primarily have an effect on the classification and measurement of the Company's financial assets. The Company is currently assessing the impact of adopting IFRS 9, however the impact of adoption depends on the assets held by the Company at the date of adoption, therefore it is not practical to quantify the effect at this stage.

The other standards, amendments and interpretations mentioned above are not expected to have an effect on the Company's financial position and performance.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used in the preparation of these financial statements are set out below:

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue is reliably measured. The following specific revenue criteria must also be met before revenue is recognised:

Investment income

Interest income is included in the statement of comprehensive income on an accruals basis using the effective interest rate method that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset.

Ground rents and other rents are included in the statement of comprehensive income on an accrual basis. Dividend income is included in the statement of comprehensive income when the right to receive the payment is established.

Upon disposal of investment properties consisting of land, leasehold property and ground rents capitalised, the difference between the proceeds from disposal and the carrying amount is recognised as a gain or loss through the statement of comprehensive income.

Taxes

Current income tax

Current income tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Deferred income tax

Deferred taxation is provided using the liability method, on temporary differences, at the reporting date, arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences, except:

  • where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination, and at the time of transaction, affects neither the accounting profit nor taxable profit or loss; and
  • · in respect of taxable temporary differences associated with investments in subsidiaries and an associate, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted at the reporting date.

Under this method the Company is required to make provision for deferred income taxes on the revaluation of certain non-current assets. Such deferred tax is charged or credited directly to the statement of comprehensive income, and is charged or credited directly to equity if the tax relates to items that are credited or charged in the same or a different period, directly to equity.

Deferred tax assets are recognised only to the extent that future taxable profit will be available such that realisation of the related tax benefit is probable.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Foreign currency translation

The financial statements are presented in Euro, which is the Company's functional and presentation currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the year-end date. All differences are taken to the statement of comprehensive income. Non monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the initial transactions. Non monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Investment properties consisting of land, buildings and leasehold property

Investment properties, consisting of properties not occupied by the Company and held to earn rentals and for capital appreciation, are regarded as long term investments.

All investments are measured initially at cost, being the fair value of the consideration given, including acquisition charges associated with the investment. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day to day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the year-end date. This is based on market valuations performed by independent professional architects every two years or earlier whenever their fair values differ materially from their carrying amounts. In the year when a market valuation is not performed, an assessment of the fair value is performed to reflect market conditions at the year end date. Gains or losses on changes in the fair values of investment properties are taken to the statement of comprehensive income in accordance with IAS 40 "Investment Properties". Unrealised gains are subsequently transferred to other reserves in accordance with the requirements of the Companies Act, Cap. 386 of the Laws of Malta.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the statement of comprehensive income in the year of retirement or disposal.

Investment properties consisting of ground rents capitalised

On 30 April 1990, the directors capitalised ground rent. The value of this asset was included with long term assets with a resultant increase in the capitalisation reserve included within other reserves. Up to 30 April 2001, ground rents were revalued in the financial statements after capitalising the net annual amount receivable at 8% per annum. As from the year ended 30 April 2002, the capitalisation rate was changed to 5% per annum. The capitalisation rate reflects the fair value of the capitalised ground rent.

Property, plant and equipment

Property, plant and equipment are initially recorded at cost. Leasehold property is subsequently measured at fair value less depreciation and impairment. All other property, plant and equipment, are subsequently stated at cost amounts less accumulated depreciation and accumulated impairment in value, if any.

Leasehold premises consists of property that is occupied by the Company as its offices.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Property, plant and equipment - continued

It is Company policy to carry out a professional market valuation of leasehold every two years which is frequently enough to ensure that the fair value of the revalued asset does not differ materially from its carrying amount. To the extent that a revaluation results in the carrying amount of the asset, the increase is credited to the revaluation reserve within equity. To the extent that a revaluation results in a decrease in the carrying amount of the asset, the decrease is charged against the revaluation reserve to the extent that the decrease does not exceed the amount held in the revaluation reserve in respect of that same asset; any excess of the decrease is taken to the statement of comprehensive income. The accumulated depreciation at the date of the revaluation is eliminated against the gross carrying amount of the asset and the net amount restated to the revalued amount of the asset.

Depreciation of property, plant and equipment

Depreciation is provided on property, plant and equipment, other than leasehold property, at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition, of each asset on a straight line basis over the expected useful life.

The annual rates used for this purpose are:

15.0
33.3
10.0

Depreciation is provided on leasehold property to write off the valuation on a straight line basis over the remaining period of the lease.

Each year. the difference between the depreciation based on the revalued carrying amount of the asset (the depreciation charged to the statement of comprehensive income) and depreciation based on the asset's original cost, is transferred from the revaluation reserve to retained earnings.

Impairment of non-financial assets

The Company assesses at each reporting date whether there are indications of impairment for all nonfinancial assets. If any such amount exists, or when impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to the recoverable amount.

Investments and other financial assets

Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

The Company determines the classification of its financial assets on initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year end. The Company classifies its financial assets as fair value through profit or loss and loans and receivables. The Company does not hold financial assets classified as held-to-maturity and available-for-sale.

0/0

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Investments and other financial assets - continued

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss includes financial assets held for trading and financial assets designated upon initial recognition as at fair value through profit or loss.

Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments or a financial guarantee contract. Gains or losses on investments held for trading are recognised in the statement of comprehensive income.

The Company assesses whether embedded derivatives are required to be separated from host contracts when the Company first becomes party to the contract. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.

Receivables

Receivables are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable.

Receivables are recognized and carried at cost.

Fair value

The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the reporting date. For investments where there is no active market, fair value is determined using valuation techniques include using recent arm's length market transactions; reference to the current market value of another instrument which is substantially the same; discounted cash flow analysis or other valuation models.

Impairment of financial assets

The Company assesses at each reporting date whether a financial asset or group of financial assets is impaired.

Assets carried at amortised cost

If there is objective evidence that an impairment loss on assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset's original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through use of an allowance account. The amount of the loss shall be recognised in the Statement of Comprehensive Income.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. Any subsequent reversal of an impairment loss is recognized in the Statement of Comprehensive Income.

In relation to trade receivables, a provision for impairment is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Company will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are derecognised when they are assessed as uncollectible.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Cash and cash equivalents

Cash and cash equivalents are composed of cash at bank and short term deposits. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash equivalents, as defined above, net of outstanding bank overdrafts.

Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the statements of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

Trade and settlement date accounting

All "regular way" purchases and sales of financial assets are recognised on the "trade date," that is, the date the Company commits to purchase or sell the asset. Regular way purchases and sales are purchases and sales of financial assets that require delivery of assets within the frame generally established by regulation or convention in the market place.

Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the obligation can be made.

Contingent liabilities and contingent assets are not recognised. A contingent liability is disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is disclosed where an inflow of economic benefits is probable.

Borrowing costs

Borrowing costs are recognised as an expense in the period in which they are incurred.

Employee benefits

The Company contributes towards the State pension in accordance with local legislation. Short-term employee benefit obligations are measured on undiscounted basis and recognised as an expense in the statement of comprehensive income in the period they are incurred.

Events after the reporting date

Events after the reporting date are those events, favourable, that occur between the reporting date and the date when the financial statements are authorised for issue. Adjusting events require the Company to adjust the amounts recognised in its financial statements while non-adjusting events do not require any adjustments to the amounts recognised in the financial statements.

3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

In preparing the financial statements, the directors are required to make judgments, estimates and assumptions that affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgment are inherent in the formation of estimates. Actual results in the future could differ from such estimates and the differences may be material to the financial statements. These estimates are reviewed on a regular basis and if a change is needed, it is accounted in the period the changes become known. The most significant judgements and estimates are as follows:

Revaluation of property, plant and equipment and investment properties

The Company carries its investment properties at fair value, with changes in fair value being recognised in the income statement. In addition, it measures land and buildings at revalued amounts with changes in fair value being recognised in other comprehensive income. This is based on market valuations performed by independent professional architects every two years. In the year when market valuations are not performed by the independent professional architect, an assessment of the fair value of investment properties consisting of land and building is performed to reflect market conditions at the year-end date.

The last market valuation was performed in April 2013 and the Company recognised revaluations of investment properties and property, plant and equipment (notes 10 and 11).

In the opinion of the management, except for the above, the accounting estimates, assumptions and judgments made in the course of preparing these financial statements are not difficult, subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1 (revised)- 'Presentation of Financial Statements'.

4. INVESTMENT INCOME

167,663
42,014
30,643
11,295
5,011
256,626

ട്. FINANCE COSTS

2013
BOOKS
2012
E OR
Interest on bank overdrafts 2,672 1,932

6. EXPENSES BY NATURE

2013 2012
BOR PIOIR
Staff costs (note 7a) 37,835 38,920
Auditor's remuneration 10,294 9,617
Depreciation of property, plant and equipment (note 11) 4,638 4,380
Loss on exchange 5,634 1,702
Registration fees 7,789 7,720
Custodian fees 6,988 6.988
Other administrative expenses 27,143 30,005
Professional and legal fees 8,421 1,163
Total administrative expenses 108,742 110,494

Professional fees included remuneration payable to the Company's auditors as follows:

2013
13 OF R
2012
BOR
Tax compliance 797 732
Other non-audit services 354 325

EMPLOYEE INFORMATION 7.

a. Staff costs

The total employment costs were as follows:

2013
FIOR
2012
EUR
Salaries
Social security costs
35,316
2,519
37,150
1,770
37,835 38,920

b. Staff numbers

The average number of persons employed by the Company during the year was as follows:

2013
Number
2012
Number
Administration 2 C

8. INCOME TAX EXPENSE

The components of income tax expense for the years ended 30 April are:

Income tax expense 78,200 88,349
Deferred tax charge (note 17) 3,442 8,624
Statement of comprehensive income
Current income tax charge
74,758 79,725
I BIOIR BOR
2013 2012

The income tax on profit differs from the theoretical income tax expense that would apply on the Company's profit/(loss) before tax using the applicable tax rate in Malta of 35% as follows:

2013
BOOKS
2012
BOR
Profit/(loss) before tax 593,175 (202,336)
Theoretical tax expense at 35% 207,611 (70,818)
Tax effect of
- income subject to lower tax rate
(14,313) (27,248)
(gains)/losses not subject to tax
l
- expenses not deductible for tax purposes
(152,225)
38,994
149,133
39,129
investment income not subject to further tax
l
(1,867) (1,847)
Income tax expense 78,200 88,349

9. PROFIT/(LOSS) PER SHARE

The profit per share of EUR 0.3093 (2012: loss per share of of EUR0.175) is calculated on the profit(loss) for the year attributable to the ordinary shareholders, divided by the average number of ordinary shares in issue and ranking for dividend during the year.

2013
130 OOR
2012
EUR
Profit/(loss) for the year 514,975 (290,685)
2013
Number
2012
Number
Average number of ordinary shares in issue 1,665,176 1,665,176
2013
BUR
2012
EUR
Profit/(loss) per share 0.3093 (0.175)

10. INVESTMENT PROPERTIES

Land and
buildings
BUR
Ground rents
capitalisation
TRA OTRE
Total
Polune
At 30 April 2011 1,809,447 540,082 2,349,529
Revaluations 79,557 79,557
At 30 April 2012 1,809,447 619,639 2,429,086
Revaluations 27,139 (65) 27,074
At 30 April 2013 1,836,586 619,574 2,456,160

Investment properties are carried at their fair value of land and building is based on market valuations performed by independent professional architects every two years. The last market valuation was performed in April 2013. There is no rental income from land and buildings.

Ground rents on property are received annually into perpetuity. Property, on which ground rent is receivable, may also have ground rent payable. These ground rents are redeemable and the ground rent capitalisation represents the redemption amount which is determined by reference to local legislation.

Ground rent income relates to ground rent capitalisation. No redemption took place during the year.

11. PROPERTY, PLANT AND EQUIPMENT

Leasehold
buildings and
improvements
EUR
Fixtures
fittings &
equipment
BUR
Total
BUR
Cost or valuation
At 1 May 2011
102,481 35,479 137,960
Additions
At 30 April 2012 102,481 35,479 137,960
Revaluation 10,483 1 10,483
Transfer* (3,921) = (3,921)
At 30 April 2013 109,043 35,479 144,522
Depreciation
At 1 May 2011 4,788 35,479 40,267
Charge for the year 4,380 4,380
At 30 April 2012 9,168 35,479 44,647
Charge for the year 4,638 4,638
Transfer* (3,921) (3,921)
At 30 April 2013 9,885 35,479 45,364
Net book value
At 30 April 2013
99,158 99,158
At 30 April 2012 93,313 = 93,313

* This transfer relates to the accumulated depreciation as at the revaluation date that was eliminated against the gross carrying amount of the revalued asset.

Leasehold buildings were acquired in the financial year ended 30 April 1993 at a cost of EUR34,097. Subsequently these leasehold buildings were revalued in April 2013 at EUR99,158, based on market valuations performed by independent professional architects. The remaining life of the lease is 40 years.

Had leasehold buildings not been included in the financial statements at revaluation less accumulated depreciation, the carrying amount at 30 April 2013, based on cost less accumulated depreciation charged on cost, would have been EUR22,169 (2012: EUR22,737).

Fully depreciated fixtures, fittings and equipment are still in use.

12. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at fair value through profit or loss include financial assets designated upon initial recognition as at fair value through profit or loss. This designation results in more relevant information because this group of financial assets is managed and its performance is evaluated on a fair value basis.

2013 2012
I 3100R EUR
Non-current 3,635,626 2,416,066
The table below analyses the nature of the financial assets:
2013 2012
EUR BOR
Equity securities 1,908,088 1,000,262
Bonds 353,413 248,963
Managed funds 1,374,125 1,166,841
3,635,626 2,416,066
Fair values:
a)
2013 2012
BIOR BOR
Local
Quoted on the Malta Stock Exchange 3,606,774 2,385,044
Unquoted 28,852 31,022
3 635 626 2 416 066

12. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - continued

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair values are observable, either directly or indirectly

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

Total
EUR
Level 1
EUR
Level 2
EUR
Fair value as at 30 April 2013
Fair value as at 30 April 2012
3,635,626
2,416,066
3,606,774
2,385,044
28,852
31,022
b) Acquisition cost:
2013
EUR
2012
EUR
Local
Quoted on the Malta Stock Exchange
Unquoted
3,748,966
16,894
2,964,336
16,894
3,765,860 2,981,230
c) Fair values movements:
2013
BUR
2012
EUR
Local
Quoted on the Malta Stock Exchange
Unquoted
437,100
(2,171)
(427,484)
1,391
434,929 (426,093)

The management of the Company's investments is regulated by the Company's Investment Policy as laid down in the Company's memorandum and articles of association.

13. RECEIVABLES

2013
COR
2012
BOR
Ground rent receivables (note i) 25,944 25,408
Dividends receivable 16,518 22,313
Accrued income 6,007 4,713
Other receivables 10,706 10,706
59,175 63,140

i. Ground rents are received annually and are non-interest bearing. Ground rents receivable are past due but not impaired. The ageing analysis is as follows:

Total Past due but not impaired
<1 year 1-2 years 2-5 years >5 years
2013 25,944 7,821 4,671 5.608 7.844
2012 25,408 10,763 3.896 2,972 7.777

14. CASH AT BANK

Cash and cash equivalents included in the cash flows statement comprise the following statement of financial position amounts:

2013 2012 Change
FIOR EUR EUR
Cash at bank 1,026,829 2,022,032 (995,203)
Bank overdrafts (note 18) (21,790) (305,812) 284,022
1,005,039 1,716,220 (711,181)

15. ISSUED CAPITAL

2013
13.000R
2012
EUR
Authorised
4,000,000 ordinary shares of EUR0.582343 each
2,329,372 2,329,372
Issued, called up and fully paid
1,665,176 ordinary shares of EUR0.582343 each
969,704 969,704

RESERVES 16.

Share premium

The share premium account represents the excess over the nominal value of proceeds from the issue of shares in the Company's capital at a value above nominal value. This reserve is not available for distribution.

Revaluation reserve

This reserve arises from the revaluation of leasehold property. This reserve is not available for distribution.

Other reserves

Other reserves represent unrealised gains on investment properties, and fair value gains on financial assets that are not available for distribution.

Dividend reserve

The dividend reserve represents dividends proposed which have not been recognised as a liability at the reporting date. 0010 0010

All 2 2014
13101R BOR
Proposed (not recognised as a liability as at 30 April)
Final dividend for 2013: 6.00c (2012: nil) 100,000

Retained earnings

In accordance with the Company's articles of association, unclaimed dividends shall be forfeited in favour of the Company after the lapse of twelve years. Unclaimed dividends that have been forfeited are being transferred to retained earnings.

17. DEFERRED TAX LIABILITY

The liability for deferred taxation for the year is analysed as follows:

2013
BIOTR
2012
EUR
At beginning of the year
Charged to statement of comprehensive income (note 8)
Charged to statement of changes in equity
318,825
3,442
1,008
310.201
8,624
At end of year 323,275 318,825

Deferred income taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35% and capital gains tax of 12%. Deferred income tax as at 30 April relates to the following:

2013 2012
POUR EUR
Revaluation of leasehold property 10,026 9.018
Revaluation of investment properties 312,348 309,100
Interest receivable 901 707
323,275 318,825

18. INTEREST-BEARING BORROWINGS

2013
13 Of R
2012
EUR
Bank overdraft (note 14) 21,790 305,812

At the year end, the Company had a bank overdraft facility amounting to EUR444,470 (2012: EUR704,640) for the purposes of working capital finance, including portfolio investment, and small autonomous disbursements. The bank finance is secured by a cash pledge of EUR444,580 (2012:EUR704,640) held with the same bank.

Interest is charged at the rate of 1.25% per annum over the banks' base rate. The average rates of interest on the Company's borrowings were as follows:

2013
0/0
2012
%
Bank overdraft 4.0 3.7
PAYABLES 2013
CUR
2012
EUR
Ground rent payables (note i)
Accruals and deferred income
83,073
12,656
77,336
10,778

i. Ground rents are paid annually and are non-interest bearing. Ground rents are settled upon receipt of claim.

53,807

149,536

64,231

152,345

20. NET ASSET VALUE PER SHARE

Other payables

19.

The net asset value per share is calculated by dividing the net asset value by the number of ordinary shares in issue. During the year under review, the net asset value per share has increased from EUR3.776 to EUR4.097.

21. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company's principal financial liabilities are composed of interest-bearing borrowings payables and payables. The main purpose of these financial liabilities is to raise finance for the Company's operations. The Company has various financial assets such as financial assets at fair value through profit and loss, receivables and cash at bank, which arise directly from its operations.

The Company did not enter into derivative transactions. It is, and has been throughout the year, the Company's policy that no trading in derivatives shall be undertaken.

The main risks arising from the Company's financial instruments are credit risk, liquidity risk and market risk (which is composed of foreign exchange currency risk, interest rate risk and equity price risk). The board of directors reviews and agrees policies for managing each of these risks which are summarised below.

Credit risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily from investments classified as fair value through profit or loss, receivables and deposits with banks.

The Company trades only with recognised, credit risk relating to financial assets is addressed through careful selection of the issuers of securities bought by the Company obtains expert technical advice from its stockbrokers and monitors the markets for changes in the credit status of companies in which securities are held.

The maximum exposure to credit risk at the reporting date is the carrying value of bonds as disclosed in notes 12 and each class of financial assets as disclosed in notes 13 and 14. The directors are of the opinion that these amounts are recoverable in full. Cash at bank are placed with quality financial institutions. Other than ground rents receivable, mentioned in the following paragraph, none of the financial assets are neither past due nor impaired. Therefore, the Company has no significant concentration of credit risk.

No provisions have been made against ground rent receivables since the Company is entitled to enforce these amounts on the basis of contracts on which the property giving rise to the ground rents is available as a security.

The Company's exposure to concentration of risk as at 30 April 2013, arising from financial instruments exceeding 10% of the Net Asset Value of the Company with the same counterparty, amounted to EUR1,374,125 (20.1% of NAV), EUR1,293,784 (19.0% of NAV), and EUR1,158,470 (17.0% of NAV). As at 30 April 2012 these exposures amounted to EUR1,334,904 (21.2% of NAV) and EUR1,293,750 (20.6% of NAV) and EUR1,166,840 (18.6% of NAV).

Liquidity risk

Liquidity risk is the risk that the Company will be unable to meet its payment obligations when they fall due. The Company monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of its financial liabilities and projected cash flows from operations.

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of interest-bearing borrowings and payables.

Market risk

Market risk is the risk that the fair value of financial assets will fluctuate due to changes in the market variables such as exchange rates, interest rates and equity prices.

21. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES - continued

Market risk - continued

Foreign exchange currency risk

The Company has sterling denominated cash in bank equivalent to EUR2,300 and transactional currency exposures arising from its US dollar denominated financial assets at fair value through profit or loss with a carrying amount equivalent EUR38,600. The Company monitors movements in the currencies in which these assets are held although they do not significantly affect the Company's statement of financial position.

Interest rate risk

The bank overdrafts are subject to rates of interest determined by the banks, which may be revised at the banks' discretion depending on movements in banks' base rates. The Company's favourable bank balances earn interest at rates determined by the banks. In view of the Company's marginal net cash and cash equivalents, the amount of interest rates risk is not considered to be significant.

The Company's financial assets are not significantly influenced by changes in interest rates since most holdings are equity and managed funds. A reasonably possible change in interest rates is not expected to have a significant effect on the fair value of fixed interest rate bonds.

Equity price risk

Equity price risk is the risk that the fair values of equities decrease as the result of changes in the levels of equity indices and the value of individual stocks.

The effect on the statement of comprehensive income (as a result of a change in the fair value of equity instruments held at fair value through profit or loss at 30 April) due to a reasonably possible change in the Malta Stock Exchange index, with all other variables held constant is as follows:

Change in equity price
0/0
Effect on profit
before tax
EUR'000
2013 13/(13) 435/(435)
2012 11(11) 427/(427)

Fair values

At 30 April 2013 and 2012, the carrying amounts of receivables, cash at bank, receivables, interest-bearing borrowings and payables approximated their fair values.

Capital management

The primary objective of the Company's capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust capital structure, the Company may adjust dividend payments to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or process during the year ended 30 April 2013 and 2012.

The Malta Financial Services Authority supervises the Company and, as such, the operations of the Company are subject to regulatory requirements. Such regulations not only prescribe approval and monitoring of activities, but also impose certain restrictive provisions. The Company is compliant with the regulatory requirements.

22. SHAREHOLDINGS

Substantial direct interests 2.

Shareholder Number of
shares
Nominal value of
shareholding
BIOORS
Percentage
shareholding
0/0
Mercury plc 590.633 343,951 35.5%
The heirs of Mr. I. J. Burridge 109,860 63,976 6.6%
One Sixth (Investments) Limited 96,665 56,292 5.8%
Dr. R. Frendo Randon 86,348 50,284 5.2%
883,506 514,503 53.1%
Size of
Shareholding
Shareholders
number
Shareholders
percentage
Shares
number
Shares
percentage
1 - 500 83 34.7% 18,345 1.1%
501 - 1,000 36 15.1% 28,337 1.7%
1,001 - 5,000 80 33.5% 190,592 11.4%
5,001 and over 40 16.7% 1,427,902 85.8%
239 100.0% 1,665,176 100.0%

23. RELATED PARTY TRANSACTIONS

The Company did not enter into any transactions with related parties.

24. CONTINGENT LIABILITY

The Company has received a notice from the Commissioner of Inland Revenue pursuant to the exemption order of 4 September 2010, in which notice it is allegedly indicated that a tax balance of EUR155,156 is due. According to the Company's records, the amount claimed is under dispute in its entirety.

25. ADDITIONAL INFORMATION

In terms of the Company's memorandum and articles of association, the instructions of the Board of Directors or its authorised representative, in particular those relating to, but not limited to, the Company's Investment Policy as laid down in the Company's memorandum and articles of association, shall be carried out by the Company's Custodian is entrusted with the safekeeping of all the Company's assets. No purchase, acquisition, transfer, sale or hypothecation of immovable property of the Company can take place without the consent of the Custodian. During the year, the Company's custodian remains to be HSBC Bank Malta plc.

SUPPLEMENTARY STATEMENTS

Statement
Operating account I
Investments II
Analysis of company portfolio 100
Five year statements IV
Five year key figures and ratios V

OPERATING ACCOUNT

2013
BUR
2012
BOR
INVESTMENT INCOME
Dividends income
Interest income
Ground rents
Other rents
171,451
40,431
29,747
957
167,663
42,014
30,643
11,295
5,011
Other interest and income 242,586 256,626
ADMINISTRATIVE EXPENSES
Salary and NI contribution
Loss on exchange
MFSA Collective Investment Scheme fees
Custodian fees
Malta Stock Exchange costs
Advertising and promotional expenses
Telecommunications
Water and electricity
Stationery and postages
Insurances
Professional and legal fees
Auditor's remuneration
Travelling expenses
Computer operating and leasing expenses
Annual registration fee
Sundry expenses
Depreciation of property, plant and equipment
37,835
5,634
2,500
6,988
4,089
7,382
1,975
1,462
1,577
316
8,421
10,294
6,495
2,350
1,200
5,586
4,638
38,920
1,702
2,500
6,988
4,020
7,290
2,024
1,785
2,477
316
11,163
9,617
6,468
1,768
1,200
7,876
4,380
(108,742) (110,494)
FINANCE COSTS (2,672) (1,932)
OPERATING PROFIT 131,172 144,200

INVESTMENTS

LOCAL QUOTED

Banks Bank of Valletta Plc HSBC Bank Malta Plc FIMBank Plc

Investment funds Amalgamated Investments Sicav Plc

Government Malta Government Stocks

Telecommunications Loqus Holdings Plc GO Plc

Breweries and beverages Simonds Farsons Cisk Plc

Insurance Middlesea Insurance Plc

Marina services Grand Harbour Marina Plc

Airlines and airports Malta Int. Airport Plc

Postal services MaltaPost Plc

LOCAL UNQUOTED

Investment funds The Malta Development Fund Limited

Insurance Citadel Insurance Pic

SANTUMAS SHAREHOLDINGS PLC Supplementary Statements for the year ended 30 April 2013

ANALYSIS OF COMPANY PORTFOLIO

2013
Market
value
BIOR
2013
0/0
of
total
2012
Market
value
FUTUR
2012
0/0
of
total
2011
Market
value
BIOTR
2011
0/0
of
total
FINANCIAL ASSETS
Included under
Financial assets at fair value through profit and loss
Banks 1,507,325 24.35 944,973 19.13 953,537 19:69
Investment funds 1,389,878 22.45 1,183,955 23.97 1,133,535 23.41
Government stocks 156,550 2.53 50,920 1.03
Telecommunication services 196,867 3.18 75,662 1.53 135,625 2.80
Breweries and beverages 84,224 1.36 62,031 1.27 62,352 1.29
Insurance 133,924 2.16 55,307 1.12 63,938 1.33
Marine Services 13,020 0.21 13,230 0.27 13,860 0.29
Airlines and airports 115,200 1.86 16,500 0.33 16,990 0.35
Postal services 38,638 0.62 13,488 0.27 14,700 0.30
Total financial assets 3,635,626 58.72 2,416,066 48.92 2,394,537 49.46
PROPERTY
Included under
Investment Properties and
Property, plant and equipment
Development land 1,361,928 22.0 1,341,803 27.17 1,341,803 27.71
Land 417,205 6.74 411,040 8.32 411,040 8.49
Leasehold properties 57,453 0.93 56,604 1.15 56,604 1.17
Ground rents 619,574 10.01 619,639 12.55 540,082 11.15
Office 99,158 1.60 93,313 1.89 97,693 2.02
Total property 2,555,318 41.28 2,522,399 51.08 2,447,222 50.54
TOTAL PORTFOLIO 6,190,944 100.0 4,938,465 100.0 4,841,759 100
2013 2012
0/0
of total
2011
0/0
of total
0/0
of total
GEOGRAPHICAL DISTRIBUTION OF
FINANCIAL ASSETS
Malta 100.0 100.0 100.0

FIVE YEAR STATEMENTS FOR THE YEARS ENDED 30 APRIL 2009 TO 30 APRIL 2013

INCOME STATEMENTS

2013
I FOOR
2012
I BI OOR
2011
BIOTR
2010
BIOTR
2009
131018
Investments and similar income 242,586 256,626 226,959 230,586 183,737
Profit/(loss) before taxation 593,175 (202,336) 21,611 753,029 2,298,890
Taxation (78,200) (88,349) (77,575) (77,271) (495,574)
Profit/(loss) for the year 514,975 (290,685) (55,964) 675,758 1,803,316
STATEMENTS OF FINANCIAL POSITION
2013
BIOOK
2012
131 Of R
2011
EUR
2010
13 00 R
2009
FOR
Non-current assets
Investment properties
Property, plant and equipment
2,456,160
99,158
2,429,086
93,313
2,349,529
97,693
2,309,963
99,172
2,302,002
80,855
Financial assets at fair value
through profit and loss
3,635,626 2,416,066 2,394,537 3,342,958 2,681,687
6,190,944 4,938,465 4,841,759 5,752,093 5,064,544
Current assets
Financial assets at fair value
through profit and loss
304,016
Other current assets 1,125,253 2,125,486 2,206,383 1,401,324 1,116,246
1,125,253 2,125,486 2,206,383 1,401,324 1,420,262
Current liabilities (171,326) (458,157) (167,961) (150,158) (202,706)
Net current assets/(liabilities) 953,927 1,667,329 2,038,422 1,251,166 1,217,556
Non-current liabilities (325,275) (318,825) (310,201) (305,417) (304,678)
Total equity 6,821,596 6,286,969 6,569,980 6,697,842 5,977,422

FIVE YEAR KEY FIGURES AND RATIOS FOR THE YEARS ENDED 30 APRIL 2009 TO 30 APRIL 2013

KEY FIGURES AND RATIOS

2013 2012 2011 2010 2009
Average number of shares in issue 1,665,176 1,665,176 1,665,176 1,665,176 1,665,176
Earnings / (loss) per share (cents)- 30.93 (17.5) (3.40) 40.60 108.30
Return on capital employed (%)2 7.55 (4.62) (0.85) 10.09 30.17
Dividend cover (times)" (0.73) 3.87
Dividend per EUR0.582343 ordinary share (cents) 4.60 28.00
Net asset value per share (EUR)® 4.10 3.78 3.95 4.02 3.59

Notes

  • 1
  • 2 Earnings per share is computed by dividing the profit((loss) for the year by the average number of shares in issue.
  • 3 Return on capital employed is calculated by dividing the profit((loss) for the year by the shareholders' funds at the end of the year.
  • 4 Dividend cover is calculated by dividing the profit/(loss) for the year by the gross dividends for the year.
  • Dividend per share is computed by dividend paid during the year by the average number of ഗ shares in issue.
  • 6 Net asset value per share is computed by dividing the net assets by the average number of shares in issue.

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