No-0799Q-Results of the year ended 31 December 2017 – Rasmala PLC

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Rasmala plc 

Results for the year ended 31 December 2017

 

The Board of Rasmala plc (“Rasmala”, the “Group” or the “Company”) announces its audited results for the year ended 31 December 2017.

A copy of the Annual Report for the year ended 31 December 2017, together with the Notice of Annual General Meeting to be held at 12 Hay Hill, Mayfair, London W1J 8NR on 25 June 2018 at 10.30 a.m., has been posted to shareholders and is available on the Company’s website,  https://rasmala2018.wpengine.com/aim-rule-26/

 

2017 HIGHLIGHTS 

Our year at a glance

  • At the end of the year, assets under management stood at approximately £1.343 billion (US$ 1.747 billion) (2016: £775 million (US$ 956 million)), an increase of 83 percent from the previous year.
  • The underlying business continued to strengthen for the third consecutive year with fees and commissions rising 31 percent from £7.1 million in 2016 to £9.3 million.
  • Flagship Funds continued long-standing track record of investment success.
  • Rasmala strengthened its reputation as a provider of high-quality real estate investment opportunities. During the year, we completed real estate transactions in the UK, Germany and the UAE.
  • Rasmala Trade Finance Fund received significant investor interest on the back of strong performance. It has delivered 12 consecutive months of positive returns generating an annualised return of 5.05 percent for investors since inception.
  • We acquired the remaining shares in our subsidiary Rasmala Holdings Limited (“RHL”) from RHL minority shareholders. As a result, our total shareholding in RHL increased from 76.3 percent to 100 percent.
  • The results include the first full-year consolidation of Red Apartment Limited (“RAL”), a serviced apartment provider we acquired in December 2016.

How we performed

  • Total operating income of £12.1 million (2016: £3.6 million)
  • Loss before tax from continuing operations of £1.4 million (2016: £8.1 million).
  • Loss to equity holders of £1.6 million (2016: £8.0 million), after tax expense of £0.2 million (2016: £0.3 million) and loss on discontinued operations of £0.1 million (2016: £0.1 million)
  • Loss per share of 5.11p (2016: 25.97p)
  • Staff costs of £8.1 million (2016: £7.0 million) and other operating expenses of £5.3 million (2016: £4.6 million)
  • Net Asset Value per share at the year end of 396.18p (2016: 295.96p)

Enquiries:

Rasmala plc Tel: +44 (0)20 7847 9900
Zak Hydari, CEO
Stockdale Securities Tel: +44 (0)20 7601 6100
Antonio Bossi / David Coaten

 

Chairman’s Statement

2017 was a more stable year in which we developed significant momentum in our underlying business. Fee income was significantly increased and our assets under management surged. However, we did report a small loss in the year which included one-off restructuring and incentive costs.

Performance

The business delivered another year of strong growth in fee and commission income in addition to asset management based revenue. Our investment performance was strong across various asset classes and we closed real estate transactions in the UK, UAE and Germany.

The highlight of the year was the substantial increase in our assets under management from US$956 million to over US$1.747 billion. This reflects our ongoing investment in our platform and new product development as well as our shift into alternative assets and real estate.

Whilst costs have increased, this largely reflects a first full year consolidation of our investment in RAL, as well as one-off restructuring and incentive costs.

We continue to maintain a strong balance sheet and cost control measures, therefore positioning ourselves to support our business and any new opportunities that may arise.

Market Developments

It was another year of disappointing economic performance for the GCC economies in 2017 with the region managing growth of just 0.5 percent down from 2.5 percent the previous year. This was due to lower oil production, tighter fiscal policy and the impact on the non-oil sector. External debt issuance rose during the year to help finance large fiscal deficits.

Corporate Governance

We maintain our commitment to the highest standards of corporate governance and regularly assess our independence and skills to ensure board effectiveness. The company adheres to the 2013 Quoted Companies Alliance Corporate Governance Code for Small and Mid-size Quoted Companies (the “QCA” Code). During the year the Company undertook an annual evaluation of the performance of the Board, its committees and its Directors. The evaluation was led by the Chairman of the Nomination and Remuneration Committee (“NRC”). Board members were also required to complete a skills matrix to identify relative strengths and weaknesses across many skill sets that the Board considers integral to its performance.

 

Based on the evaluation, the Company provided a number of training sessions to Board members. Some of these sessions were led by external experts whereas others were led by members of the Company’s Risk and Compliance teams.

 

Corporate Developments

During the year we took further steps to reorganize our business in line with our strategic objectives.

 

The Board decided to further simplify our business by relinquishing our UK FCA permissions. Following a consultation process with all relevant stakeholders, we took necessary steps to implement this decision in a careful and considered manner.

 

In October we launched a tender offer in the amount of £35 million (US$46 million) with only £23.4 million (US$30 million) being taken up. We also increased our shareholding in Rasmala Holdings Limited to 100%. These two corporate actions reduced our net assets during the year. The total amount distributed to shareholders over the last five years by the Company amounts to an aggregate of £43.4 million. During the last five years, the Company undertook a major acquisition, restructured the combined business and reduced debt by approximately US$45 million.

Outlook

Economic growth is expected to improve in 2018 driven by a recovery in oil prices, the end of oil production cuts after 2018 and an easing of fiscal austerity. We are also likely to see a corresponding increase in investors’ risk appetite and are well positioned to take advantage of the opportunities that are likely to arise. We are now in growth mode and on the lookout for expansion opportunities whilst maintaining focus on our current strategy.

Chief executive’s strategic review

On behalf of the Directors, I am pleased to present my review of 2017 as part of our Strategic Report.

Results

Rasmala delivered satisfactory performance in its core businesses in the period up to 31 December 2017.

Total operating income was £12.1 million (2016: £3.6 million). Total expenses for the year were £13.5 million (2016: £11.7 million). The resulting operating loss for the period was £1.4 million (2016: £8.1 million).

These results consolidate Red Apartments Limited (“RAL”), a serviced apartment provider we acquired in December 2016. Looking at our results on a like for like basis (excluding RAL) total operating income for the period was £11.1 million (2016: £3.6 million) and expenses for the period were £12.0 million (2016: £11.7 million).

The underlying business continued to strengthen for the third consecutive year with fees and commissions rising 31 percent from £7.1 million in 2016 to £9.3 million. This performance reflects a more diversified product offering and confidence from our clients in our new initiatives. We expect this trend to continue in 2018.

The Asset Management business performed well, with assets under management surging 83 percent and investment performance remaining strong. This growth was driven by adding new regional and global distribution partners whilst offering new innovative investment solutions to our investors.

The Investment Banking business strengthened its reputation as a provider of high-quality real estate investment opportunities. During the year, we completed real estate transactions in the UK, Germany and the UAE.

We managed our cost base carefully and continued to look for efficiencies wherever possible. Our expenses for the year include restructuring costs as well as a discretionary award to executive management, covering the last five-year period.

We maintain the financial resources required to support our business with strong capital and liquidity positions. As of 31st December 2017, Rasmala had total capital of £59.6 million on a consolidated basis, which is post the tender offer and our full acquisition of RHL. The total capital of the Company on a stand-alone basis was £75.5 million.

 Asset Management

Our investment performance during the period was positive across most funds and client portfolios. We have seen significant interest in our product offerings with strong gross inflows of US$801 million during the year. This was very encouraging with diversified flows continuing across our product offering. As at 31 December 2017 our AuM increased 83 percent from US$ 956 million in 2016 to US$1.747 billion.

The business continued to expand its product offering in alternative investments, providing clients with greater choice and enhancing our ability to retain and grow assets in volatile conditions.

Some performance highlights of the year included; Rasmala Trade Finance Fund, which generated a net return for investors of 5.05 percent and Rasmala Leasing Funds 1 and 2, which have to date paid average annual cash distributions of 5.56 percent and 5.93 percent respectively.

We also saw strong performances from Rasmala Global Sukuk Fund and ABC Fund. Both received acknowledgement from the MENA Fund Manager Performance Awards and continued to perform well against strong market headwinds.

The Rasmala Trade Finance Fund received significant investor interest on the back of strong performance. The fund specialises in providing short-term structured and/or asset-backed liquidity to companies trading real assets in the real economy and has delivered 12 consecutive months of positive returns generating an annualised return of 5.05 percent for investors since inception. The fund has seen interest from regional and international institutional investors as well as family offices, corporates and high net worth investors. The Rasmala Trade Finance Fund invested US$461 million in 831 transactions and generated a net return of 15.72 percent since inception.

Investment Banking

Our Investment Banking team led our Group’s efforts to further expand into real estate.

In the first half of the year, the Investment Banking team successfully originated and structured the acquisition of Amazon’s largest distribution warehouse in the UK for £61 million (US$77 million). The acquired property is leased to Amazon with an unexpired term of fifteen years. The investment generates an annual cash dividend yield of 6.5 percent per annum. The property extends over an area of more than one million square feet.

Rasmala also originated and structured the acquisition of 48 warehouses in Dubai covering over 500,000 square feet (BUA) for approximately US$63 million (AED234 million) in partnership with a UAE bank and other leading Gulf investors.

The warehouses are located in Dubai Investments Park (DIP), a mixed-use industrial, commercial and residential complex to the east of Jebel Ali Free Zone (JAFZA), a major regional sea port and business hub in Dubai. The acquisition was through a sale and leaseback arrangement with a large UAE conglomerate by way of a triple net lease for a term of seven years.  These properties are sub-let to a diverse group of high quality tenants operating across different sectors. The transaction was financed through a combination of equity and a Sharia compliant financing facility, with a UAE bank participating as a strategic seed investor and sole financier. This transaction follows the previous acquisition of 72 warehouses so that Rasmala has now originated and structured for its clients 120 warehouses in DIP covering 1.2 million square feet.

In December we also originated and structured the acquisition of a major new million-square foot logistics facility for US$146 million (€122 million) in Dortmund Westfalenhutte, Germany and let to Amazon Logistik Dortmund GmbH and Amazon Logistik Westfalenhutte GmbH.

We simultaneously originated and structured the acquisition of a second facility for US$40 million (€33.3 million) in Dortmund Westfalenhutte, let to DD Logistik Vertriebs Gmbh (Decathlon) a subsidiary of Decathlon S.A, the largest sporting goods retailer in the world.

Apart from our focus on Real Estate opportunities in the UK, Europe and the UAE, we are now looking at opportunities in the United States.

Principal Investments and Treasury

Principal Investments (PI) is primarily focused on providing seed capital for new Asset Management products, underwriting Investment Banking transactions and making direct investments.  PI is also responsible for day-to-day management of group liquidity, foreign exchange, capital and balance sheet management.

During the year we acquired the remaining shares of our subsidiary Rasmala Holdings Limited (“RHL”) from the existing RHL minority shareholders. As a result of these acquisitions our total shareholding in RHL increased from 76.3 percent to 100 percent, in line with our stated objective.

We acquired a controlling interest in Orchard Apartments Limited in December 2016. The business operates in the expanding corporate serviced apartments sector and gives us a foothold in a market with significant growth potential. In our first full year of ownership, we saw year on year increases in revenue (up 30 percent), occupancy rates (up 7 percent) and number of units (up 14 percent).

There were no further exits from our legacy portfolio in 2017.

 Market Outlook

Global growth is forecast at 3.9 percent in 2018 compared to 3.7 percent in 2017, per the International Monetary Fund (“IMF”). The more positive global growth environment should support somewhat stronger oil demand.

Growth in the GCC is expected to reach 2.7 percent by 2020, supported by easing fiscal adjustments, infrastructure investments such as Dubai Expo 2020 and reforms to promote non-oil sector activity.

Fiscal balances are expected to improve further from 2018 to 2020, reflecting plans for reducing subsidies and introducing taxes in many economies, as well as the effects of somewhat higher oil prices on revenues among oil exporters.

The reform programme in Saudi Arabia is gathering pace and the expected inclusion of Saudi Arabia into the MSCI Emerging Markets Index will increase the weight of the GCC region to around 4 percent to 6 percent of the total allowing the region to finally claim a permanent allocation into any emerging markets portfolio.

Corporate Developments

In 2017 it was decided to further simplify our business by relinquishing our UK FCA permissions. Following a consultation process with all relevant stakeholders, the Board took necessary steps to implement this decision in a careful and considered manner. The FCA approved our application to relinquish our UK permissions and although our parent company is no longer regulated we continue to operate regulated subsidiaries. The Board is currently evaluating options for further strengthening our corporate governance structure throughout the Group.

The Board concluded that the business was in a stronger position to access debt and equity capital when required, and accordingly decided to make further capital distribution to our shareholders. We returned capital to shareholders through a tender offer of £23.4 million (US$30 million).  Upon completing the tender offer the total amount distributed to Shareholders over the last five years by the Company would amount to an aggregate of £43.4 million.

A number of other steps were taken to achieve our strategic milestones, including increasing our shareholding in Rasmala Holdings Limited to 100 percent, which was mentioned earlier, and removing the restriction to conduct all business in a Sharia compliant manner. The full acquisition of RHL will allow us to further simplify and strengthen the governance structure of the Group.

Outlook

Although market conditions remain volatile we have a positive outlook for 2018. We plan to build on the asset growth achieved in 2017 with stable and resilient strategies that will capture investor interest.

Rasmala will continue to enhance our product platform, develop our team and strengthen our distribution capability and will be on the lookout for growth opportunities.

Consolidated statement of other comprehensive income

 

2017 2016
£’000 £’000
Income
Income from financing and investing activities 558 1,550
Finance costs (335) (160)
Net margin 223 1,390
 
Fees and commission income 9,272 7,063
Net gain from financial assets measured at fair value through profit or loss 1,138 542
Gain/(loss) on private equity investments designated at fair value through profit or loss 315 (5,715)
Fair value (loss)/gain on investment property (98)
Other operating income 1,141 395
Total operating income 12,089 3,577
 
Expenses  
Staff costs (8,065)

 

(6,957)

Depreciation and amortisation (116) (85)
Other operating expenses (5,326) (4,617)
Total expenses (13,507) (11,659)
 
Operating loss before tax (1,418) (8,082)
Income tax (186) (178)
Deferred tax (135)
Loss from continuing operations (1,604) (8,395)
 
Loss after tax from discontinuing operations (60) (82)
 
Loss for the year (1,664) (8,477)
 
Loss attributable to:  
   Owners of the parent (1,550) (7,968)
   Non-controlling interest (114) (509)
(1,664) (8,477)
Earnings per share from continuing operations attributable to the owners of the parent
–   Basic (5.11p) (25.97p)
–   Diluted (5.11p) (25.97p)
 
Earnings per share from discontinuing operations attributable to the owners of the parent  
–   Basic (0.21p) (0.21p)
–   Diluted (0.21p) (0.21p)

 

Earnings per share from total profit or loss attributable to the owners of the parent  
–   Basic (5.32p) (26.17p)
–   Diluted (5.32p) (26.17p)

 

Consolidated statement of other comprehensive income

 

2017 2016
£’000 £’000
Loss for the year (1,664) (8,477)
Items that may be reclassified subsequently to profit or loss:
Gain on fair value of available-for-sale securities 221 181
Loss on fair value of available-for-sale securities (251)
Exchange loss on net investment in foreign operations (1,791) (2,843)
Total comprehensive loss for the year (3,234) (11,390)
 
Total comprehensive loss attributable to:  
Owners of the parent (3,116) (10,940)
Non-controlling interest (118) (450)
(3,234) (11,390)

 

Consolidated and company statement of financial position

 

 

Group Company
2017 2016 2017 2016
£‘000 £‘000 £‘000 £‘000
Assets    
Cash and cash equivalents 6,778 14,319 2,864 10,753
Financial assets measured at fair value through profit or loss 33,540 27,679 29,549 22,659
Available-for-sale securities 24,959 24,959
Financial assets measured at amortised cost 1,745 4,931 7,622 10,389
Other assets 12,005 12,790 3,272 5,597
Investment property 5,375 5,375
Property and equipment 273 309 3 4
Investments in subsidiaries 34,784 27,439
Intangible assets 33 13 33 13
Goodwill 14,755 16,091
74,504 106,466 78,127 101,813
   
Assets classified as held for sale 42 45
   
Total assets 74,546 106,511 78,127 101,813
Liabilities    
Financial liabilities measured at fair value through profit or loss 1,447 1,447
Financial liabilities measured at amortised cost 6,359 5,400 1,414
Income tax payable 180 110
Deferred tax payable 313 319
Other liabilities 8,081 5,385 1,194 1,703
14,933 12,661 2,608 3,150
   
Liabilities associated with asset held for sale 11 12
   
Total liabilities 14,944 12,673 2,608 3,150
Net assets 59,602 93,838 75,519 98,663
   
Capital and reserves    
Share capital 7,907 15,721 7,907 15,721
Other reserves 82,967 103,386 88,668 104,297
Fair value reserve on available-for-sale securities (221) (221)
Foreign exchange reserve (5,982) (4,195)
Accumulated losses (26,186) (24,574) (21,056) (21,134)
Equity attributable to owners of parent 58,706 90,117 75,519 98,663
     
Non-controlling interest 896 3,721
Total equity 59,602 93,838 75,519 98,663

 

 

 

Consolidated statement of changes in equity

 

For the year ended 31 December 2017

 

 

 

 

Share capital

Other reserves

 

Fair value reserve on available- for-sale securities Foreign exchange reserve Accumulated losses Equity attributable to owners of parent Non-controlling interest Total equity
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2016  15,721 103,386 (151) (1,293) (16,606) 101,057 3,199 104,256
Comprehensive income for the year
Profit for the year (7,968) (7,968) (509) (8,477)
Net change in fair value of available-for-sale securities (70) (70) (70)
Foreign exchange loss on conversion of foreign operations (2,902) (2,902) 59 (2,843)
Total comprehensive income (70) (2,902) (7,968) (10,940) (450) (11,390)
Contributions by and distributions to owners
Acquisition made by a subsidiary 972 972
Balance at 31 December 2016 15,721 103,386 (221) (4,195) (24,574) 90,117 3,721 93,838
                 
Comprehensive income for the year                
Loss for the year (1,550) (1,550) (114) (1,664)
Net change in fair value of available-for-sale securities 221 221 221
Foreign exchange loss on conversion of foreign operations (1,787) (1,787) (4) (1,791)
Total comprehensive income     221 (1,787) (1,550) (3,116) (118) (3,234)
               
Contributions by and distributions to owners                
Acquisition of a subsidiary (4,790) (4,790) (2,707) (7,497)
Distribution made by a subsidiary (62) (62) (62)
Tender Offer (7,814) (15,629) (23,443) (23,443)
Balance at 31 December 2017 7,907 82,967 (5,982) (26,186) 58,706 896 59,602

 

Company statement of changes in equity

 

Share capital

 

Other reserves

 

Fair value reserve on available-for-sale securities Accumulated losses Total equity
£‘000 £‘000 £‘000 £‘000 £‘000
Balance at 1 January 2016 15,721 104,297 (151) (14,776) 105,091
Comprehensive income for the year
Loss for the year (6,358) (6,358)
Net change in fair value of available-for-sale securities (70) (70)
Total comprehensive income (70) (6,358) (6,428)
Contributions by and distributions to owners
Tender offer
Balance at 31 December 2016 15,721 104,297 (221) (21,134) 98,663
Comprehensive income for the year          
Profit for the year 78 78
Net change in fair value of available-for-sale securities 221 221
Total comprehensive income 221 78 299
         
Contributions by and distributions to owners          
Tender offer (7,814) (15,629) (23,443)
Balance at 31 December 2017 7,907 88,668 (21,056) 75,519
 

 

 

 

 

Rasmala plc

Consolidated and Company statement of cash flows

 

Group   Company
2017 2016   2017 2016
£‘000 £‘000   £‘000 £‘000
Cash flows from operating activities
Operating (loss)/profit for the period (1,418) (8,082)   78 (6,358)
Operating loss on discontinued operations (60) (82)  
Adjusted for:      
Unrealised loss from financial assets measured at fair          value through profit or loss (543)

 

(462)

  (533)

 

(462)

Unrealised gain on private equity investments designated at Fair value through profit or loss (58)

 

5,765

  (58)

 

5,966

Exchange differences on financial assets measured at fair value through profit and loss 256   256
Loss from investment in subsidiaries   5,856
Depreciation and amortization 116 85   17 9
Available-for-sale securities 25,180 (3,294)   25,180 (3,294)
Other assets 785 (7,232)   2,326 (7,475)
Financial liabilities measured at fair value through profit or loss

 

(34)

 

 

(34)

Assets classified as held for sale 64  
Other liabilities 2,696 (2,718)   (508) 28
Liabilities associated with asset held for sale (33)  
Cash used in operating activities 26,954 (16,023)   26,758 (5,764)
Tax paid (116) (360)  
Net cash generated from operating activities 26,838 (16,383)   26,758 (5,764)
       
Cash flow from investing activities      
Payment on acquisition of a subsidiary net of cash acquired (7,497) (1,318)   (7,497) (1,680)
Financial asset measured at amortised cost 2,731 19,809   2,767 19,324
Investment property 1,194  
Sale proceeds on disposal of investments 25,629 15,399   24,623 1,620
Purchase of investments (33,017) (5,715)   (32,625) (5,966)
Disposal of a subsidiary net of cash disposed of 150   150
Purchase of property and equipment (123) (2)   (36) (22)
Net cash (outflows)/inflows from investing activities (12,127) 29,367   (12,618) 13,276
     
Cash flow from financing activity      
Tender offer (23,443)

 

  (23,443)

 

Proceeds from debt financing 5,411   5,543
Repayment of debt financing (4,252) (3,022)   (4,129)
Net cash used in investing activity (22,284) (3,022)   (22,029)
     
Net increase/(decrease) in cash and cash equivalents (7,573) 9,962   (7,889) 7,512
Cash and cash equivalents at the beginning of year 14,319 5,406   10,753 3,241
Foreign exchange difference on cash and cash equivalents 32 (1,049)  
Cash and cash equivalents at the end of the year 6,778 14,319   2,864 10,753

 

 

 

                    Group                 Company
Net Debt Reconciliation 2017 2016 Net Debt Reconciliation 2017 2016
  £’000 £’000     £’000 £’000
Cash and cash equivalents 6,778 14,319 Cash and cash equivalents 2,864 10,753
Liquid investments (i) 8,414 1,271 Liquid investments (i) 8,037 1,271
Borrow repayable within 1 year (3,437) (6,847) Borrow repayable within 1 year (1,414) (1,447)
Borrow repayable after 1 year (2,922) Borrow repayable after 1 year
Net Debt 8,833 8,743 Net Debt     9,487 10,577
Cash and liquid investments 15,192 15,590 Cash and liquid investments 10,901 12,024
Gross debt – fixed interest rates (6,359) (6,847) Gross debt – fixed interest rates (1,414) (1,447)
Net Debt 8,833 8,743 Net Debt     9,487 10,577

 

Group Liquid investments Borrow less than 1 year Borrow after 1 year
Cash Total
£’000 £’000 £’000 £’000 £’000
Net Debt as at 31 December 2016 14,319 1,271 (6,847) 8,743
Cashflows (6,985) 7,143 3,410 (2,922) 646
Foreign exchange (556) (556)
Net Debt as at 31 December 2017 6,778 8,414 (3,437) (2,922) 8,833

 

Company Liquid investments Borrow less than 1 year Borrow after 1 year
Cash Total
£’000 £’000 £’000 £’000 £’000
Net Debt as at 31 December 2016 10,753 1,271 (1,447) 10,577
Cashflows (7,889) 6,766 33 (1,090)
Foreign exchange
Net Debt as at 31 December 2017 2,864 8,037 (1,414) 9,487