Annual Report • Aug 12, 2014
Annual Report
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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]
12th August 2014
The following is a company announcement issued by Santumas Shareholdings plc pursuant to the Malta Financial Services Authority Listing Rules.
On the 12th August 2014 the Board of Directors of Santumas Shareholdings plc approved the attached Annual Report and Financial Statements for the year ended 30th April, 2014.
The Annual Report and Financial Statements are alternatively available for viewing at the registered office of the Company at 1 Brittania 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 Authority
N. I utrande Directors: Bearthern Mandan Jal Martina A. P. Demajo Jnr., E. Firman B.A., M.B.A., F.C.M.A., P. P. Testaferrata Moroni Viani, C. Testaferrata Moroni Viani
Company Registration No .: C 35
Annual Report and Financial Statements
30 April 2014
| PAGES | ||
|---|---|---|
| ------- | -- | -- |
| Directors and Company Information | 2 - 3 |
|---|---|
| Directors' Report | 4 - 6 |
| Custodian's Report | 7 |
| 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 - 34 |
| Supplementary Statements | Statement number |
|---|---|
| Operating Account | |
| Investments | = |
| Analysis of Company Portfolio | = |
| Five Year Statements | IV |
| Five Year Key Figures and Ratios | V |
Santumas Shareholdings ple 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.
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. (deceased on 28 November 2013) 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 41, G'Mangia Hill, Pieta, MALTA
Mr. Christopher Testaferrata Moroni Viani Villa Ammermann, Mdina Road, Balzan, MALTA.
Mr Norbert Tabone (appointed 4 July 2014) "Jeanor", Nerik Xerri Street, Kirkop, MALTA.
Mr. Michael Formosa Gauci, B.A. (Acc.) Bus. Manag. T6F10 Favray Court Tigne Point, Sliema, MALTA
Britannia House /1, 9 Old Bakery Street, Valletta VLT 1450, MALTA
Ernst & Young Malta Limited, Certified Public Accountants Regional Business Centre, Achille Ferris Street, Msida MSD 1751, MALTA
HSBC Bank Malta plc 233, Republic Street, Valletta VLT 1116, MALTA
HSBC Stockbrokers (Malta) Limited 80 Mill Street, Qormi QRM 3101, MALTA
R. Frendo Randon & Associates Advocates 222, Merchant Street, Valletta, MALTA
Camilleri Preziosi Advocates Level 3, Valletta Buildings, South Street, Valletta VLT 1103, MALTA
Mr. Michael Formosa Gauci, B.A. (Acc.) Bus. Manag. T6F10 Favray Court Tigne Point, Sliema, MALTA
Mr. Anthony P. Demajo 41, G'Mangia Hill, Picta, 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
HSBC Bank Malta plc 233, Republic Street, Valletta VLT 1116, MALTA
Bank of Valletta plc Republic Street, Valletta, MALTA
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 Sharcholdings 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 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.
The directors submit their report and financial statements for the year ended 30 April 2014.
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.
The Statement of Comprehensive Income is set out on page 10. The prevailing economic situation in Europe remains uncertain as core European countries have failed to provide the necessary catalyst to trigger a return to real growth . Within this scenario the local coonomy continues to show a degree of resilience with annual GDP growth of 2.5% as compared with the European average of 0.1%. This positive performance has been reflected in the local equity market which has seen a rise in the Malta Stock Exchange Index during the period under review allowing the Company to continue to claw back unrealised losses incurred by its equity portloilo over the last four years. The latest EU Economic forecast suggests that the prospects for growth within the local economy remain positive which if achieved should translate into a further improved performance of the portfolio.
The profit before tax for the year amounted to EUR714,569 (2013: a profit of EUR593,175). There was a tax charge of EUR145,815 (2013: EUR78,200). The net profit for the year ended 30 April 2014 was therefore EUR568,754 (2013: EUR514,975). The principal component of the reported profit consists of unrealised gains arising from the Company's equity and property holdings which are not available for distribution.
The Directors do not propose any dividend for the year however this may be reviewed at the interim stage.
With a rise in the MSE Index from 3,359,79 as at 30 April 2013 to 3,451.10 as at 30 April 2014 the local equity portfolio has seen an increase of EUR134,242 in its fair value.
Dividend and interest income over the twelve months has seen a 36% increase over the corresponding period due in the main to increased dividend income reflecting the benefits of holding increased levels of local blue chip equities for a full twelve month period.
During the twelve months to 30 April 2014 the Company purchased a property in Paceville Avenue, Paceville. The property was purchased with an existing MEPA permit for conversion into two separate Class Four shops. It is the Company's intention to undertake the necessary conversion work and lease the properties to third parties. There have been no other significant purchases or sales of property during the period under review however the Company recognised revaluations of its investment property and leasehold improvements based on valuations performed by independent architects.
The Company Prospectus requires that the property holdings be professionally revalued every two years however with the purchase of the Paceville property, and indications of a significant movement in the local property market , a revaluation was commissioned resulting in an unrealised gain of EUR327,364 as at 30 April 2014.
In line with previous years, trading in Company shares has been extremely thin throughout the twelve month period under review. As at 30 April 2014, the share price stood at EUR2.00 (2013: EUR1.60) and was at EUR1.99 as at 30 July 2014. Over the year, the share price traded at a high of EUR2.00 (2013: EUR1.85) and a low of EUR 1.60).
As at 30 April 2014, the Net Asset Value of the Company stood at EUR4.38 as compared to EUR4.10 at 30 April 2013. This has resulted is a marginal fall in the level of the share price to the NAV from 60.94% as at 30 Apr 2013 to 54.33% as at 30 April 2014. As with the previous years there are no objective reasons, other than market sentiment, for this disparity between the NAV and the share price.
The directors for the year ended 30 April 2014 were listed on page 2.
As reported at the interim stage, Dr. R. Frendo Randon , erstwhile Chairman of the Company, passed away on 23 " November 2013. He had been active within the Company, both as a Director and more recently as Chairman, for over forty years. His contribution and good counsel have been substantial and he will be much missed.
At the Annual General Meeting of the Company held on 16" December 2013 the Directors nominated Mr Norbert Tabone to sit on the Board which, subject to MFSA approval, was unanimously approved by the meeting. As at 30th April 2014 MFSA approval was still not forthcoming however confirmation was received on 4th July 2014 from which date Mr. Tabone officially joined the Board.
In accordance with Clause I of the Company's Articles of Associations contained in Part I of the First Schedule to the Companies Act, 1995 shall apply. Accordingly Mr. Anthony Demajo and Dr. Edward Firman. are due to retire. Being eligible, they offer themselves for re-election.
As at 30 April 2014, the directors' interests, direct and indirect, in the ordinary share capital of the Company were:
| Number of Shares |
Nominal value of shareholding EUR |
Percentage shareholding 0/0 |
|---|---|---|
| 592.133 | 344.825 | 35.56 |
| 113.790 | 66.265 | 6.83 |
| 37.180 | 21.652 | 2.23 |
| 8.039 | 4.681 | 0.48 |
| 751.142 | 437.422 | 45.10 |
* 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.
As reported at the interim stage the Company has been informed by HSBC (Malta), the current Custodian, that it has terminated its function as a Custodian of the Company. Although nominally still acting as Custodian steps to resolve this matter are currently in hand which will bring a close to the matter.
The Companies Act, Cap. 386 of the Laws of Malta requires to prepare financial statements for each financial year which give a true and fair view 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:
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 saleguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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.
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.
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. Anthony P. Demajo Director
Mr. Christopher Testaferrata Moroni Viani
12 August 2014
Director
The Directors Santumas Shareholding plc 1 Brittania House 9 Old Bakery Street Valletta VLT 1450
12th June 2014
Dear Sirs,
REPORT OF THE CUSTODIAN
We, HSBC Bank Malta p.l.c., as Custodian to Santumas Shareholding pic ('the Company'), hereby confirm that, having enquired into the conduct of the Manager and of the Company for the period 1ªt May 2013 to 30th April 2014, save for the matter noted below, it is our opinion that during this period, except as stated hereunder, the Company has been managed:
Yours sincerely,
Purcet Guptal 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 munber C3177. Registered Office: 233 Republic Street, Valletta VLTI I 1111 Regulated by the Matta Financial Services Anthority 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] ey.com
We have audited the financial statements of Santumas Shareholdings ple set out on pages 10 to 34 which comprise the statement of financial position as at 30 April 2014 and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the ended, and a summary of significant accounting policies and other explanatory information.
As described in the statement of directors' responsibilities set out on page 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.
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.
In our opinion, the financial statements:

We also have responsibilities under the Companies Act, Cap. 386 of the Laws of Malta to report to you if in our opinion:
We have nothing to report to you in respect of these responsibilities.
This copy of the audit report has been signed by Anthony Doublet for and on behalf of
Ernst & Young Malta Limited Certified Public Accountants
12 August 2014
| Notes | 2014 EUR |
2013 EUR |
|
|---|---|---|---|
| REVENUE | |||
| Investment income | 4 | 360,650 | 242,586 |
| Increase in fair values of financial assets | 12 | 134,242 | 434,929 |
| Increase in fair value of investment properties | 10 | 327,364 | 27,074 |
| Total revenue | 822,256 | 704,589 | |
| EXPENSES | |||
| Administrative expenses | 6 | 107,240 | 108.742 |
| Finance costs | 5 | 447 | 2,672 |
| Total expenses | 107,687 | 111,414 | |
| Profit before tax | 714,569 | 593,175 | |
| Income tax expense | 8 | (145,815) | (78,200) |
| Profit for the year | 568,754 | 514,975 | |
| Other comprehensive income not to be reclassified to profit or loss in subsequent periods |
|||
| Revaluation of property, net of tax | 1,127 | 9.228 | |
| Total comprehensive income for the year | 569,881 | 524,203 | |
| Profit per share | 9 | 0.342 | 0.309 |
The accounting policies and explanatory notes on pages 14 to 34 form an integral part of the financial statements.
| 2014 | 2013 | ||
|---|---|---|---|
| Notes | EUR | EUR | |
| ASSETS | |||
| Non-current assets | |||
| Investment properties | 10 | 3,097,200 | 2,456,160 |
| Property, plant and equipment | 11 | 95,800 | 99,158 |
| Financial assets at fair value through profit or loss | 12 | 3,918,368 | 3,635,626 |
| 7,111,368 | 6,190,944 | ||
| Current assets | |||
| Receivables | 13 | 61,608 | 59.175 |
| Income tax recoverable | 39,249 | ||
| Cash at bank | 14 | 681,486 | 1,026,829 |
| 743,094 | 1,125,253 | ||
| TOTAL ASSETS | 7,854,462 | 7.316.197 | |
| EQUITY AND LIABILITIES | |||
| Capital and reserves | |||
| Issued capital | 15 | 969,704 | 969,704 |
| Share premium | 16 | 262,746 | 262,746 |
| Revaluation reserve | 16 16 |
51,213 | 51.356 |
| Dividend reserve Other reserves |
16 | 2,672,324 | 100,000 2,288,451 |
| Retained earnings | 16 | 3,343,011 | 3,149,339 |
| 7,298,998 | 6,821,596 | ||
| Non-current liabilities | |||
| Deferred tax liability | 17 | 362,418 | 323,275 |
| Current liabilities | |||
| Interest-bearing borrowings | 18 | 19,491 | 21.790 |
| Payables Income tax payable |
19 | 163,133 10,422 |
149,536 |
| 193,046 | 171,326 | ||
| Total liabilities | 555,464 | 494.601 | |
| Total equity and liabilities | 7,854,462 | 7,316,197 | |
| Net asset value per share | 20 | 4.383 | 4.097 |
The accounting policies and explanatory notes on pages 14 to 34 form an integral part of the financial statements.
The financial statements on pages 10 to 34 were authorised for issue by the Board of Directors on 12 August 2014 and signed on its behalf by:
Mr. Anthony P. Demajo Director
4
Mr. Christopher Testa Cerrata Moroni Viani Director
11
| Issued capital ان ان اند |
Share premium EUR |
Revaluation reserve EUR |
Other reserves EUR |
Dividend reserve EUR |
Retained carnings EUR |
Total EUR |
|
|---|---|---|---|---|---|---|---|
| FINANCIAL YEAR ENDED 30 APRIL 2014 |
|||||||
| At 1 May 2013 | 969,704 | 262,746 | 51,356 | 2,288,451 | 100,000 | 3,149,339 | 6,821,596 |
| Profit for the year | 568,754 | 568,754 | |||||
| Other comprehensive income | 1,127 | 1,127 | |||||
| Total comprehensive income | 1,127 | 568,754 | 569,881 | ||||
| Equity dividends paid (note 16) | (100,000) | (100,000) | |||||
| Unclaimed dividend forfeited (note 19) | 7,521 | 7,521 | |||||
| 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 |
288,321 | 15 | (288,321) | ||||
| Decrease in fair value of ground rents | (240) | 240 | |||||
| Increase in fair value of financial assets | 95,792 | (95,792) | |||||
| At 30 April 2014 | 969,704 | 262,746 | 51,213 | 2,672,324 | 3,343,011 7,298,998 | ||
| 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 | 514,975 | 514,975 | |||||
| Other comprehensive income | 9,228 | 9,228 | |||||
| Total comprehensive income | 9,228 | 13 | 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 | 11 | (23,882) | ||||
| Decrease in fair value of ground rents | (58) | 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 |
The accounting policies and explanatory notes on pages 14 to 34 form an integral part of the financial statements.
| 2014 | 2013 | ||
|---|---|---|---|
| Notes | EUR | EUR | |
| Operating activities | |||
| Profit before tax | 714,569 | 593,175 | |
| Adjustments to reconcile profit before tax to net cash flows | |||
| Non-cash: | |||
| Depreciation of property, plant and equipment | 11 | 4,638 | 4.638 |
| Increase in fair value of financial assets | 12 | (134,242) | (434,929) |
| Increase in fair value of investment properties | 10 | (327,364) | (27,074) |
| Finance costs | 5 | 447 | 2,672 |
| Interest income | 4 | (55,332) | (40,431) |
| Working capital adjustments: | |||
| (Increase)/decrease in receivables | (2,728) | 5,259 | |
| Increase in payables | 14,578 | 7,368 | |
| Income tax refund | 57,158 | ||
| Income tax paid | (107,773) | (73,693) | |
| Interest income received | 55,628 | 39,137 | |
| Dividend paid | (100,000) | ||
| Net cash flows generated from operating activities | 119,579 | 76.122 | |
| Investing activities | |||
| Purchase of financial assets | (148,500) | (784,631) | |
| Acquisition of investment property | 10 | (313,676) | |
| Net cash flows used in investing activities | (462,176) | (784.631) | |
| Financing activities Interest paid |
5 | (447) | (2,672) |
| Net cash flows used in financing activities | (447) | (2,672) | |
| Net decrease in cash and cash equivalents | (343,044) | (711,181) | |
| Cash and cash equivalents at 1 May | 1,005,039 | 1,716,220 | |
| Cash and cash equivalents at 30 April | 14 | 661,995 | 1,005,039 |
The accounting policies and explanatory notes on pages 14 to 34 form an integral part of the financial statements.
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.
The financial statements have been prepared in accordance with International 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).
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.
The Company has adopted the following new and amended IFRS and IFRIC interpretations:
Except as explained below, the changes resulting from these standards did not have a material effect on the financial position or performance of the Company.
IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS. IFRS 13 defines fair value as an exit price. As a result of the guidance in IFRS 13, the Company re-assessed its policies for measuring fair values, in particular, its valuation inputs such as non-performance risk for fair value measurement of liabilities. IFRS 13 also requires additional disclosures. The adoption of this standard has led to further fair value disclosure being included in the financial statements.
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.
The changes resulting from these standards are not expected to have a material effect on the financial statements of the Company.
These are as follows:
Standards, interpretations and amendments that are not yet adopted by the European Union continued
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.
The significant accounting policies used in the preparation of these financial statements are set out below:
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:
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.
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 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 tax liabilities are recognised for all taxable temporary differences, except:
Deferred 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.
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 dates of 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.
The Company measures financial instruments, such as investment properties, leasehold properties under property and equipment and financial assets at fair value through profit or loss at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
The principal or the most advantageous market must be accessible to by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or diselosed in the financial statements are Categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
For assets that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. External valuers are involved for valuation of investment properties and leasehold properties as least every two years.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
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 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.
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 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.
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 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:
| Fixtures and fittings | 15.0 |
|---|---|
| Equipment | 33.3 |
| Improvements to premises | 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.
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 exceds its recoverable amount, the asset is considered impaired and is written down to the recoverable amount.
Financial assets within the scope of IAS 39 are classified as financial asses 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
0/0
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.
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 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.
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.
A financial asset is primarily derecognised when:
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
The Company assesses at each reporting date whether a financial asset or group of financial assets is impaired
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 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 carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are derccognised when they are assessed as uncollectible.
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.
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.
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 time generally established by regulation or convention in the market place.
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 conomic benefits is remote. A contingent asset is disclosed where an inflow of economic benefits is probable.
Borrowing costs are recognised as an expense in the period in which they are incurred.
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 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.
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:
The Company carries its investment properties at fair value, with changes in fair value being recognised in the statement of comprehensive income. 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 at least every two years. In a 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 2014 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 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 I (revised)-"Presentation of Financial Statements'.
| 2014 | 2013 | |
|---|---|---|
| ان الا | EUR | |
| Dividends income | 275,075 | 171.451 |
| Interest income | 55,332 | 40.431 |
| Ground rents | 30,243 | 29.747 |
| Other income | 1 | 957 |
| 360,650 | 242,586 | |
| Interest on bank overdrafts | 2,672 447 |
||
|---|---|---|---|
| EUR | EUR | ||
| 2014 | 2013 |
| 2014 | 2013 | |
|---|---|---|
| EUR | EUR | |
| Staff costs (note 7a) | 38,205 | 37.835 |
| Auditor's remuneration | 14,154 | 10,294 |
| Depreciation of property, plant and equipment (note 11) | 4,638 | 4.638 |
| Registration fees | 8,045 | 7.789 |
| Custodian fees | 6,988 | 6.988 |
| Professional and legal fees | 13,795 | 8.421 |
| Other administrative expenses | 21,415 | 32.777 |
| Total administrative expenses | 107,240 | 108.742 |
Professional fees included remuneration payable to the Company's auditors as follows:
| 2014 | 2013 | |
|---|---|---|
| EUR | EUR | |
| Tax compliance | 856 | 797 |
| Other non-audit services | 413 | 354 |
The total employment costs were as follows:
| 2014 | 2013 | |
|---|---|---|
| EUR | EUR | |
| Salaries | 35,756 | 35.316 |
| Social security costs | 2,449 | 2.519 |
| 38,205 | 37.835 |
The average number of persons employed by the Company during the year was as follows:
| 2014 Number |
2013 Number |
|
|---|---|---|
| Administration | 2 | 2 |
The components of income tax expense for the years ended 30 April are:
| 2014 | 2013 | |
|---|---|---|
| EUR | EUR | |
| Statement of comprehensive income | ||
| Current income tax charge | 106,826 | 74.758 |
| Deferred tax charge (note 17) | 38.989 | 3.442 |
| Income tax expense | 145,815 | 78.200 |
The income tax on profit differs from the theoretical income tax expense that would apply on the Company's profit before tax using the applicable tax rate in Malta of 35% (2013: 35%) as follows:
| 2014 | 2013 | |
|---|---|---|
| EUR | EUR | |
| Profit before tax | 714,569 | 593.175 |
| Theoretical tax expense at 35% | 250,099 | 207,611 |
| Tax effect of | ||
| income subject to lower tax rate 1 |
(82,499) | (14,313) |
| gains not subject to tax 1 |
(46,985) | (152,225) |
| expenses not deductible for tax purposes - |
28,929 | 38.994 |
| investment income not subject to further tax - |
(3,729) | (1,867) |
| Income tax expense | 145,815 | 78,200 |
The profit per share of EUR0.34156 (2013: EUR0.3093) is calculated on the profit 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.
| 2014 EUR |
2013 EUR |
|
|---|---|---|
| Profit for the year | 568,754 | 514,975 |
| 2014 Number |
2013 Number |
|
| Average number of ordinary shares in issue | 1,665,176 | 1,665,176 |
| 2014 EUR |
2013 EUR |
|
| Profit per share | 0.34156 | 0.3093 |
| Land and buildings EUR |
Ground rents capitalisation EUR |
Total ਦਿੱਤੀ ਕਿ |
|---|---|---|
| 1,809,447 | 619.639 | 2,429,086 |
| 27,139 | (65) | 27,074 |
| 1.836.586 | 619,574 | 2,456,160 |
| 313.676 | 313.676 | |
| 327.638 | (274) | 327,364 |
| 2,477,900 | 619,300 | 3,097,200 |
An independent valuation of the Company's investment property land and buildings was performed by valuers to determine the fair value as at 30 April 2014. The fair value movements were credited to profit and loss and are presented within 'Increase in fair value of investment properties' (Note 10).
The Company's investment property land and buildings consists mainly of plots of land with a carrying amount of EUR2,075,100 together with other commercial buildings with a carrying amount of EUR402,800. The investment property has been categorised to fall within level 2 of the fair valuation hierarchy. The different levels in the fair value hierarchy have been defined in Note 12.
The Company's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfers between between levels during the year. For all properties, their current use equates to the highest and best use.
For level 2 fair value of the investment property land and buildings, the valuation was determined primarily by the comparable method together with the capitalisation method which are based on directly observable inputs which do not require a significant level of adjustments.
| Comparable method EUR |
Capitalisation method EUR |
Total EUR |
|---|---|---|
| 2,075,100 | 2,075,100 | |
| 62,800 | 340,000 | 402.800 |
| 2,137,900 | 340,000 | 2,477,900 |
based on database of valuations and sales of properties in the relevant area;
Capitalisation method: Future rental cash inflows
based on the actual location, type and quality of the properties and external
Capitalisation rates
evidence such as current market rents for similar properties; based on actual location, size and quality of the properties and taking into account market data at the valuation date.
Ground rents on property are received annually into perpetuity. Property, on which ground rent is receivable, may also have ground rent payable. Ground rent income relates to ground rent capitalisation.
These ground rents are redecmable and the ground rent capitalisation represents the redemption amount. The valuation of ground rents is determined by the capitalisation method, as explained for land and buildings. The capitalisation rate is however determined by reference to local legislation.
No redemption took place during the year.
| Leasehold buildings and improvements EUR |
Fixtures fittings & equipment EUR |
Total EUR |
|
|---|---|---|---|
| Cost or valuation | |||
| At 1 May 2012 | 102.481 | 35.479 | 137,960 |
| Revaluation | 10.483 | 10,483 | |
| Transfer* | (3,921) | (3,921) | |
| At 30 April 2013 | 109,043 | 35.479 | 144,522 |
| Revaluation | 1,280 | 1,280 | |
| Transfer* | (2,089) | (2,089) | |
| At 30 April 2014 | 108,234 | 35,479 | 143,713 |
| Depreciation | |||
| At 1 May 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 |
| Charge for the year | 4,638 | 4,638 | |
| Transfer* | (2,089) | (2,089) | |
| At 30 April 2014 | 12,434 | 35,479 | 47,913 |
| Net book value | |||
| At 30 April 2014 | 95,800 | 95,800 | |
| At 30 April 2013 | 99.158 | 99.158 | |
* This transfer relates to the accumulated depreciation as at the revaluation date that was climinated 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. The remaining life of the lease is 39 years.
Subsequently these leasehold buildings were revalued in April 2014 at EUR95,800. An independent valuation of the leasehold buildings was performed by same valuers for investment property land and building. The valuation for this commercial building was determined by the comparable method. It has been categorised to fall within level 2 of the fair valuation hierarchy. There were no transfers between levels during the year. The different levels in the fair value hierarchy have been defined in Note 12.
Had leasehold buildings not been included in the financial statements at revaluation less accumulated depreciation, the carrying amount at 30 April 2014, based on cost less accumulated depreciation charged on cost, would have been EUR21,601 (2013: EUR22,169).
Fully depreciated fixtures, fittings and equipment are still in use.
Financial assets at fair value through profit or loss is made up of financial assets designated as such upon initial recognition. 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.
| 2014 EUR |
2013 EUR |
|
|---|---|---|
| Non-current | 3,918,368 | 3,635,626 |
| The table below analyses the nature of the financial assets: | ||
| 2014 EUR |
2013 EUR |
|
| Equity securities | 1,987,449 | 1,908,088 |
| Bonds | 471,108 | 353,413 |
| Managed funds | 1,459,811 | 1,374,125 |
| 3,918,368 | 3,635,626 | |
| Fair values: a) |
||
| 2014 | 2013 | |
| EUR | EUR | |
| Local | ||
| Quoted on the Malta Stock Exchange | 3,888,929 | 3,606,774 |
| Unquoted | 29,439 | 28,852 |
| 3,918,368 | 3,635,626 |
The Company uses the following hierarchy for determining and diselosing 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 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 | Level I | Level 2 | |
|---|---|---|---|
| EUR | EUR | EUR | |
| Fair value as at 30 April 2014 | 3,918,368 | 3,888,929 | 29,439 |
| Fair value as at 30 April 2013 | 3.635.626 | 3,606,774 | 28.852 |
During the reporting years ended 30 April 2014 and 2013, there were no transfers between Level 1 and Level 2 fair value measurements.
b) Acquisition cost:
| 2014 | 2013 | |
|---|---|---|
| E U R | EUR | |
| Local | ||
| Quoted on the Malta Stock Exchange | 3,897,466 | 3,748,966 |
| Unquoted | 16,894 | 16.894 |
| 3,914,360 | 3.765.860 |
c) Fair values movements:
| 2014 EUR |
2013 EUR |
|
|---|---|---|
| Local Quoted on the Malta Stock Exchange |
133,655 | 437.100 |
| Unquoted | 587 | (2,171) |
| 134,242 | 434,929 |
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.
| 2014 | 2013 |
|---|---|
| BUR | EUR |
| 27,542 | 25.944 |
| 16,476 | 16.518 |
| 5,711 | 6.007 |
| 11,879 | 10-706 |
| 61,608 | 59.175 |
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:
| Past due but not impaired | |||||
|---|---|---|---|---|---|
| Total | <1 year | 1-2 years | 2-5 years | >5 years | |
| 2014 | 27,542 | 7,849 | 4,437 | 5,699 | 9.557 |
| 2013 | 25,944 | 7.821 | 4.671 | 5,608 | 7.844 |
Cash and cash equivalents included in the cash flows statement comprise the following statement of financial position amounts:
| 2014 | 2013 | Change | |
|---|---|---|---|
| EUR | EUR | EUR | |
| Cash at bank | 681.486 | 1,026,829 | (345,343) |
| Bank overdrafts (note 18) | (19,491) | (21.790) | 2,299 |
| 661,995 | 1,005,039 | (343,044) |
| 2014 EUIR |
2013 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 |
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.
This reserve arises from the revaluation of leasehold property. This reserve is not available for distribution.
Other reserves represent unrealised gains on investment properties, and fair value gains on financial assets that are not available for distribution.
The dividend reserve represents divich have not been recognised as a liability as at 30 April 2013. Total dividend reserve was, however, fully paid to shareholders as at 30 April 2014.
| 2014 | 2013 | |
|---|---|---|
| EUR | EUR | |
| Proposed (not recognised as a liability as at 30 April) | ||
| Final dividend for 2014: nil (2013: 6.00c) | 100,000 | |
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.
The liability for deferred taxation for the year is analysed as follows:
| 2014 | 2013 |
|---|---|
| EUR | EUR |
| 323,275 | 318.825 |
| 38,989 | 3.442 |
| 154 | 1.008 |
| 362,418 | 323.275 |
Deferred income taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35%, capital gains tax of 12%, and withholding tax of 15%. Deferred income tax as at 30 April relates to the following:
| 2014 | 2013 | |
|---|---|---|
| ن الا | EUR | |
| Revaluation of leasehold property | 9.929 | 10.026 |
| Revaluation of investment properties | 351,632 | 312,348 |
| Interest receivable | 857 | 901 |
| 362,418 | 323,275 | |
| Bank overdraft (note 14) | 21,790 19,491 |
||
|---|---|---|---|
| EUR | EUR | ||
| 2014 | 2013 | ||
At the year end, the Company had a bank overdraft facility amounting to EUR427,000 (2013: EUR444,470) 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 (2013: EUR444,580) held with the same bank.
The average rates of interest on the Company's borrowings were as follows:
| 2014 0/0 |
2013 0/0 |
|
|---|---|---|
| Bank overdraft | 3.5 | 4.0 |
| PAYABLES | 2014 EUR |
2013 EUR |
| Ground rent payables (note i) Accruals and deferred income Other payables |
88,006 17,174 57,953 |
83,073 12,656 53,807 |
| 163,133 | 149,536 |
i. Ground rents are paid annually and are non-interest bearing. Ground rents are settled upon receipt of claim.
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 EUR4.097 to EUR4.383.
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 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 and creditworthy third parties. Credit risk relating to financial assets is addressed through careful selection of the issuers of securities bought by the Company. 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 asses 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 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 2014, arising from financial instruments exceeding 10% of the Net Asset Value of the Company with the same counterparty, amounted to EUR 1,459,811 (20.0% of NAV) and EUR 1,108,901 (15.2% of NAV) and EUR 1,025,779 (14.1% of NAV). . As at 30 April 2013 these exposures amounted to EUR 1,374,125 (20.1% of NAV) and EUR 1,293,784 (19.0% of NAV) and EUR1,158,470 (17.0% of NAV).
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 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.
The Company has sterling denominated cash in bank equivalent to EUR2,334 (2013: 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 EUR43,401 (2013: 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.
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 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 |
|
|---|---|---|
| 2014 | 3/(3) | 134/(134) |
| 2013 | 13/(13) | 435/(435) |
At 30 April 2014 and 2013, the carrying amounts of receivables, cash at bank, interest-bearing borrowings and payables approximated their fair values. These are measured using a level 2 valuation technique. Refer to Notes 10, 11 and 12 for fair value techniques and the following fair value measurement hierarchy of investment property, property plant and equipment, and financial assets at fair value through profit or loss.
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 or issue new shares. No changes were made in the objectives, policies or process during the year ended 30 April 2014 and 2013.
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.
2014
| Sharcholder | Number of shares |
Nominal value of sharcholding EUR |
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% | |
| Ms. Fabrizia Frendo Randon | 87,171 | 50-763 | 5.2% | |
| 884,329 | 514.982 | 53.1% | ||
| Size of Shareholding |
Shareholders number |
Shareholders percentage |
Shares number |
Shares percentage |
| 1 - 500 | 83 | 34.3% | 19,458 | 1.2% |
| 501 - 1,000 | 41 | 16.9% | 32,012 | 1.9% |
| 1,001 - 5,000 | 84 | 34.7% | 194.155 | 11.7% |
| 5,001 and over | 34 | 14.1% | 1,419,551 | 85.2% |
| 242 | 100.0% | 1,665,176 | 100.0% |
The Company did not enter into any transactions with related parties.
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.
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.
| Operating account | |
|---|---|
| Investments | = |
| Analysis of company portfolio | III |
| Five year statements | IV |
| Five year key figures and ratios | V |
| 2014 | 2013 | |
|---|---|---|
| EUR | EUR | |
| INVESTMENT INCOME | ||
| Dividends income | 275,075 | 171,451 |
| Interest income | 55,332 | 40,431 |
| Ground rents | 30,243 | 29.747 |
| Other interest and income | 957 | |
| 360,650 | 242,586 | |
| ADMINISTRATIVE EXPENSES | ||
| Salary and NI contribution | 38,205 | 37,835 |
| (Gain)/loss on exchange | (7,179) | 5.634 |
| MFSA Collective Investment Scheme fees | 2,500 | 2,500 |
| Custodian fees | 6,988 | 6,988 |
| Malta Stock Exchange costs | 4,345 | 4,089 |
| Advertising and promotional expenses | 6,974 | 7,382 |
| Telecommunications | 2,028 | 1.975 |
| Water and electricity | 1,211 | 1.462 |
| Stationery and postages | 2,444 | 1.577 |
| Insurances | 316 | 316 |
| Professional and legal fees | 13,795 | 8,421 |
| Auditor's remuneration | 14,154 | 10,294 |
| Travelling expenses | 6,318 | 6,495 |
| Computer operating and leasing expenses | 2,040 | 2.350 |
| Annual registration fee | 1,200 | 1,200 |
| Sundry expenses | 7,263 | 5.586 |
| Depreciation of property, plant and equipment | 4,638 | 4.638 |
| (107,240) | (108,742) | |
| FINANCE COST'S | (447) | (2,672) |
| OPERATING PROFIT | 252,963 | 131,172 |
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
The Malta Development Fund Limited
Insurance Citadel Insurance Plc
| 2014 Market value EUR |
2014 0/0 of total |
2013 Market value EUR |
2013 0/0 of total |
2012 Market value E ( ) |
2012 0/0 of total |
|
|---|---|---|---|---|---|---|
| FINANCIAL ASSETS | ||||||
| Included under | ||||||
| Financial assets at fair value through profit and loss | ||||||
| Banks | 1,496,594 | 21.04 | 1,507,325 | 24.35 | 944,973 | 19.13 |
| Investment funds | 1,476,151 | 20.76 | 1,389,878 | 22.45 | 1,183,955 | 23.97 |
| Government stocks | 270,000 | 3.80 | 156,550 | 2.53 | 50,920 | 1.03 |
| Telecommunication services | 247,149 | 3.48 | 196,867 | 3.18 | 75,662 | 1.53 |
| Breweries and beverages | 98,218 | 1.38 | 84,224 | 1.36 | 62,031 | 1.27 |
| Insurance | 139,999 | 1.97 | 133,924 | 2.16 | 55,307 | 1.12 |
| Marine Services | 12,740 | 0.18 | 13,020 | 0.21 | 13,230 | 0.27 |
| Airlines and airports | 134,520 | 1.89 | 115,200 | 1.86 | 16,500 | 0.33 |
| Postal services | 42,997 | 0.60 | 38,638 | 0.62 | 13,488 | 0.27 |
| Total financial assets | 3,918,368 | 55.10 | 3,635,626 | 58.72 | 2,416,066 | 48.92 |
| PROPERTY Included under Investment Properties and Property, plant and equipment |
||||||
| 27.17 | ||||||
| Development land | 1,966,700 | 27.66 | 1,361,928 | 22.0 6.74 |
1,341,803 | 8.32 |
| Land | 448,400 | 6.31 0.88 |
417,205 | 0.93 | 411,040 56,604 |
1.15 |
| Leasehold properties | 62,800 | 8.71 | 57.453 | 10.01 | 619,639 | 12.55 |
| Ground rents Office |
619,300 95,800 |
1.34 | 619,574 99,158 |
1.60 | 93,313 | 1.89 |
| Total property | 3,193,000 | 44.90 | 2,555,318 | 41.28 | 2,522,399 | 51.08 |
| TOTAL PORTFOLIO | 7,111,368 | 100.00 | 6,190,944 | 100.0 | 4,938,465 | 100.0 |
| 2014 | 2013 | 2012 | ||||
| 0/0 | 0/0 | 0/0 | ||||
| of total | of total | of total | ||||
| GEOGRAPHICAL DISTRIBUTION OF FINANCIAL ASSETS |
||||||
| Malta | 100.0 | 100.0 | 100.0 |
| 2014 EUR |
2013 EUR |
2012 EUR |
2011 EUR |
2010 EUR |
|
|---|---|---|---|---|---|
| Investments and similar income | 360,650 | 242.586 | 256,626 | 226.959 | 230,586 |
| Profit/(loss) before taxation | 714,569 | 593.175 | (202,336) | 21.611 | 753.029 |
| Taxation | (145,815) | (78,200) | (88.349) | (77.575) | (77.271) |
| Profit/(loss) for the year | 568,754 | 514,975 | (290,685) | (55,964) | 675,758 |
| 2014 EUR |
2013 EUR |
2012 EUR |
2011 E OTR |
2010 ان الا |
|
|---|---|---|---|---|---|
| Non-current assets | |||||
| Investment properties | 3,097,200 | 2,456,160 | 2.429.086 | 2,349,529 | 2,309,963 |
| Property, plant and equipment | 95,800 | 99.158 | 93.313 | 97.693 | 99.172 |
| Financial assets at fair value through profit and loss |
3,918,368 | 3.635.626 | 2,416,066 | 2,394,537 | 3,342,958 |
| 7,111,368 | 6.190.944 | 4,938,465 | 4.841.759 | 5,752,093 | |
| Current assets Financial assets at fair value through profit and loss |
- | ||||
|---|---|---|---|---|---|
| Other current assets | 743,094 | 1,125,253 | 2,125,486 | 2,206,383 | 1,401,324 |
| 743,094 | 1,125,253 | 2,125,486 | 2,206,383 | 1,401,324 | |
| Current liabilities | (193,046) | (171,326) | (458,157) | (167,961) | (150,158) |
| Net current assets | 550,048 | 953.927 | 1,667,329 | 2,038,422 | 1,251,166 |
| Non-current liabilities | (362,418) | (323,275) | (318,825) | (310,201) | (305,417) |
| Total equity | 7,298,998 | 6,821,596 6,286,969 | 6,569,980 | 6,697,842 |
| 2014 | 2013 | 2012 | 2011 | 2010 | |
|---|---|---|---|---|---|
| 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) * | 34.16 | 30.93 | (17.5) | (3.40) | 40.60 |
| Return on capital employed (%) | 7.79 | 7.55 | (4.62) | (0.85) | 10.09 |
| Dividend cover (times)" | (0.73) | ||||
| Dividend per EUR0.582343 ordinary share (cents)3 | 4.60 | ||||
| Net asset value per share (EUR)® | 4.38 | 4.10 | 3.78 | 3.95 | 4.02 |
1 Actual number of shares in issue.
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.
5 Dividend per share is computed by dividend paid during the year by the average number of 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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