28 September 2021
CEIBA INVESTMENTS LIMITED
(the "Company")
(TICKER CBA, ISIN: GG00BFMDJH11)
Legal Entity Identifier: 213800XGY151JV5B1E88
RESULTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021
COMPANY OVERVIEW
GENERAL
CEIBA Investments Limited ("CEIBA" or the "Company") is a Guernsey-incorporated, closed-ended investment company, with registered number 30083. The Ordinary Shares of the Company are listed on the Specialist Fund Segment ("SFS") of the London Stock Exchange's Main Market under the symbol CBA (ISIN: GG00BFMDJH11). The Bonds are listed on The International Stock Exchange, Guernsey under the symbol CEIB1026 (ISIN: GG00BMV37C27). The Company is governed by a Board of Directors, the majority of whom are independent. Like many other investment companies, it outsources its investment management, administration and other services to third party providers. Through its consolidated subsidiaries (together with the Company, the "Group"), the Company invests in Cuban real estate and other assets by acquiring shares in Cuban joint venture companies or other entities that own the underlying properties. The Company also arranges and invests in financial instruments granted in favour of Cuban borrowers.
FINANCIAL HIGHLIGHTS AS AT 30 JUNE 2021 IN £ AND US$ (FOREX: £/US$ = 1.3819)
The Company's Net Asset Value ("NAV") and share price are quoted in Sterling (£) but the functional currency of the Company is the U.S. Dollar (US$). As such, the financial highlights of the Company set out below are being provided in both currencies, applying the applicable exchange rate as at 30 June 2021 of £1:US$1.3819.
|
| £ | US$ | ||
|
| 30 Jun 2021 | 31 Dec 2020 | 30 Jun 2021 | 31 Dec 2020 |
| Total Net Assets | £130.4m
| £142.9m
| US$180.2m
| US$194.4m
|
| NAV per share1 | 94.7p
| 103.8p
| US$1.31
| US$1.41
|
| Market Capitalisation
| £97.1m | £116.3m | US$134.1m | US$158.3m |
| Share Price | 70.5p
| 84.5p | US$0.97 | US$1.15 |
| Discount to NAV1 | (25.6%)
| (18.6%)
| (25.6%)
| (18.6%)
|
| NAV Total Return1 | (8.7%)
| (9.4%)
| (7.3%)
| (6.0%)
|
| Share Price Return 1 | (16.6%)
| 19.0%
| (15.3%)
| 22.8%
|
|
| 30 Jun 2021 | 30 Jun 2020 | 30 Jun 2021 | 30 Jun 2020 |
| Net Loss to shareholders | (£8.7m)
| (£23.8m)
| (US$12.1m)
| (US$29.5m)
|
| Loss per share
| (6.3p)
| (17.3p)
| (US$0.09)
| (US$0.21)
|
1 These are considered Alternative Performance Measures.
2 Source: Refinitiv
MANAGEMENT
The Company has appointed Aberdeen Standard Fund Managers Limited ("ASFML" or the "AIFM") as the Company's alternative investment fund manager to provide portfolio and risk management services to the Company. The AIFM has delegated portfolio management to Aberdeen Asset Investments Limited (the "Investment Manager"). Both ASFML and the Investment Manager are wholly-owned subsidiaries of abrdn plc, a publicly-quoted company on the London Stock Exchange.
CHAIRMAN'S STATEMENT
Overview
Cuba presently finds itself in a very challenging environment - the COVID-19 pandemic continues to have a severe adverse impact on tourism, with the majority of hotels remaining closed; there has been no discernible move by the United States to ease its embargo; and the recent implementation of monetary reform at a point when Cuba's liquidity position is very weak. The impact of these challenges has, unsurprisingly, caused some very difficult living conditions for many Cuban residents, which in turn has led to a high level of public frustration. The Cuban government has continued to take steps to ease the present predicament and, among other things, it has eliminated customs duties on the import of food products and medicine and has approved legislation that allows for and encourages private small and medium size enterprises.
Throughout the COVID-19 pandemic, a prime concern of the Board has been to ensure the safety of the people who work to advance the interests of the Company. Cuba has handled the virus very well and its record of COVID-19 cases and mortality rates have been relatively low, although there has been a steep increase in new cases over the summer. Clearly there still remains considerable uncertainty about the duration of this pandemic, the expected return to normality, and the long-term impact.
The assets that clearly have suffered most are the hotel interests. After being closed between April and October 2020 in the face of the pandemic, the tourism sector in Cuba has been operating at a low level since November 2020. Although running with a skeletal number of flights and hotels that are operational, the country has received some 164,000 tourists in the first eight months of 2021, representing less than 6% of pre-pandemic numbers. At present, it remains impossible to predict how quickly the Cuban tourism sector will recover from the worldwide disruption caused by the COVID-19 virus. It is hoped that with increasingly successful vaccination programmes, both in outbound markets and within Cuba, the tourism sector will restart in the autumn and gain strength across the coming high season from December 2021 to April 2022. The Cuban Ministry of Tourism has announced that, with 90% of the Cuban population expected to be fully vaccinated by November, the country will begin gradually reopening for tourism at scale from 15 November 2021. It is expected that no tests on arrival or isolation periods will be required for travellers entering with a vaccination certificate or a negative pre-flight PCR test.
Results for the six months to 30 June 2021
The NAV per Share at 30 June 2021 was US$1.31 (94.7p) compared to US$1.41 (103.8p) at 31 December 2020 and the loss in the first six months of the financial year was US$0.09 (6.3p) compared to a loss of US$0.21 (17.3p) for the same period last year. Total income was US$1,592,235 (£1,146,297), compared to US$7,589,454 (£6,013,830) at 30 June 2020, representing a 79% decline, largely attributable to a fall in dividend income as more fully described in the Manager's Review. The valuation of assets of the Company, the timing of the receipt of dividends from the joint venture companies, as well as earnings in respect of the six months ended 30 June 2021 continue to be negatively impacted by the COVID-19 pandemic and other factors.
I am pleased to report that the Company's largest asset - the Miramar Trade Centre, in which it holds a 49% interest - has continued, throughout the pandemic, to be almost fully occupied. While the income received was lower than last year due to ongoing rent concessions being provided to some tenants, net profits were 12.6% higher due to significant cost savings being achieved primarily as a result of the recent monetary reforms. Some of these cost savings are expected to be recurring. The valuation of the Company's participation in Inmobiliaria Monte Barreto S.A. which owns the Miramar Trade Centre is US$72.7 million (£52.6 million), which compares to $81.4 million (£59.8 million) as at 31 December 2020. The outlook remains positive and no significant decline in occupancy levels is anticipated for the rest of the financial year. However, in light of Cuba's precarious liquidity position and related difficulties relating to the repatriation of dividends, the discount rate applied to the valuation was increased, which has triggered the lower valuation.
As regards the hotel interests of the Company, the Meliã Habana has remained open throughout the pandemic and has been used as one of the few quarantine hotels in Havana, which has allowed for modest occupancy rates and income and profit levels. The Sol Palmeras Hotel in Varadero is also operational, generating modest profits notwithstanding the extremely low occupancy levels. The two other Varadero hotels in which the Company has an interest have been closed throughout the first half of this year. It is envisaged they will remain so for the remainder of the year. Given the unprecedented challenges in the hospitality sector, it is a credit to those involved in the hotel operations that the Company's hotel interests overall continue to trade profitably - albeit at a low level.
The Trinidad hotel construction project has been delayed, primarily as a result of difficulties on the part of the constructor, who has been removed from the project. The development is being undertaken by Toscuba on its own in which the Company has a 40% interest (with further technical assistance being provided by a Spanish construction adviser in the hotel sector) and it should prove to be a very attractive destination in an area where there is limited competition. The development is due to be completed by the autumn of 2022.
Convertible bond issue
On 31 March 2021, the Company successfully closed the issue of €25 million (US$29,312,500 / £21,211,737) 10.00% senior unsecured convertible bonds. The proceeds from this issue will ensure the availability of funding for the completion of construction of the TosCuba project, as well as the advance of the new industrial logistics and warehouse project in the Special Development Zone of Mariel.
Dividends
With the ongoing inherent uncertainty surrounding the operation of many of the Company's assets, the payment of dividends continues to be suspended. The Board views the recommencement of the payment of dividends as a priority and the policy will be kept under constant review.
Board Composition
During the period, as part of its succession planning, the Board has sought an additional director. A potential candidate has been identified and is going through the process of being approved by the Guernsey regulator. The Board expects to be able to make an announcement shortly in this respect. It is the Board's policy to undertake a regular review of its performance, skills, composition and diversity to ensure that it has the appropriate mix of relevant experience and skills to ensure the effective overall operation of the Company.
The Board extends its sincere thanks to the Investment Manager and to the entire management team based in Cuba for their commitment and efforts on behalf of the Company in these ongoing challenging and uncertain times.
John Herring
Chairman
27 September 2021
INVESTMENT MANAGER'S REVIEW
2021 PERFORMANCE
As at 30 June 2021, the Net Asset Value ("NAV") of the Company was US$180,194,167 / £130,395,953 (31 December 2020: US$194,425,614 / £142,875,966) and the NAV total return for the period was 7.3%. The loss on the change in the fair value of the equity investments during the period was (US$10,996,492) / (£7,916,841). The net loss of the Company for the six months ended 30 June 2021 attributable to the shareholders was (US$12,056,422) / (£9,553,425).
The total dividend income from the Cuban joint venture companies in which the Company has an interest during the six months ended 30 June 2021 was US$513,673 / £369,815 (30 June 2020: US$6,884,559 / £5,455,277). The 92% decrease in dividend income as compared to the prior period is attributable to the continued impact of the COVID-19 pandemic on the Cuban tourism industry and the resulting closure or reduced operations and profitability of the hotels in which the Company has an interest, as well as the tense liquidity position of the Cuban financial system at the present time caused by the pandemic, increased U.S. sanctions and the transitional effects of monetary reform. In the case of Monte Barreto, and notwithstanding the fact that the profitability of this joint venture has not been affected, the above factors affect the timing of the payment of dividends to the Company and introduce a foreign exchange risk in the event of a future devaluation of the CUP against the USD during the period between the generation of profits (in CUP) and the declaration and distribution of dividends (in USD). In turn, the uncertain timing of cash flow to the Company may affect the timing of resumption of the Company's policy of distributing annual dividends to its shareholders.
The principal reason for the decrease in NAV during the period was a decrease in the fair values of all of the main assets in which the Company is invested. In turn, the fall in fair values was mainly attributable to (i) a fall in projected income levels as a result of the continued effects of the COVID-19 pandemic and its negative impact on the Cuban tourism sector, the Cuban economy and the continuation under the Biden administration of President Trump's intensified Cuba embargo policy, and (ii) increased discount rates as a result of higher levels of perceived risk in the present circumstances.
ÁNIMO !!!
Ánimo (noun: resolve, mettle, steadfastness, spirit, energy, encouragement, courage) is a Spanish word that is not easily translated to English, but for me it best expresses in a single word my message to encourage, reassure and inspire my friends, colleagues and employees in Cuba, and also the stakeholders of CEIBA with respect to the future that lies ahead of us and the mindset we require to get there. By using this word, on the one hand I recognize the multiple challenges that Cuba and - by extension - the Company are presently facing, but on the other hand I also convey my firm belief and fervent wish that these challenges can, will, and are presently in the process of being overcome through resolve and sure handedness of action.
In the Manager's Review of 27 April 2021, it was noted, amongst other things, that 2021 is likely to be an extremely important year for Cuba and that economic recovery will in no small measure depend on the world's ability to control the COVID-19 pandemic, the restarting of international travel and the reopening of Cuba for tourism. In addition, President Biden living up to his campaign promise that he would "promptly reverse the failed Trump policies" and the effectiveness of recently adopted measures aimed at the overhaul of Cuba's monetary system, the stimulation of national production and import substitution and the invigoration of the nascent private sector will also be contributing factors.
Cuba and the COVID-19 Pandemic
To date, Cuba has played a remarkable role in the COVID-19 pandemic. It deployed some 3,700 medics from Cuba's Henri Reeves Medical Brigade to 39 countries and developed three promising protein-based vaccines (Abdala, Soberana 02 and Soberana Plus), which have been authorised for emergency use in Cuba and some other countries (two of the vaccines have recently been submitted to the World Health Orgnaisation for wider international certification). Nevertheless, after more than a year of leading a largely successful battle against the COVID-19 pandemic, since the beginning of June 2021 Cuba has been suffering a significant increase in the number of reported daily cases and deaths, largely attributable to the Delta variant of the virus, which arrived in the country over the course of the spring. And although Cuba's vaccination programme is rushing forward, the medical system has been put under severe pressure.
In mid-September, some 60% of the Cuban population had received one dose and more than 40% of the population was fully vaccinated. By mid-November, when the country plans to reopen for travel and tourism, Cuba expects that 90% of the population will be fully vaccinated. The first results of Cuba's vaccination programme are beginning to appear, and the spread of the virus is showing signs of slowing, particularly in Havana and Matanzas, where the vaccination efforts were concentrated in the first stage of the programme begun in May 2021. The overall death rate remains comparatively low and it would seem that the locally-developed vaccines are indeed protecting the population against serious illness and death.
Re-Opening of Cuba's Tourism Sector
The ongoing COVID-19 pandemic severely impacted Cuba's tourism sector during the first six months of 2021 in which period it received less than 200,000 visitors and it is presently impossible to predict how quickly the Cuban tourism sector will recover from the worldwide disruption caused by the pandemic. A few Cuban tourism areas are presently open, with a modest number of hotels under operation in each area. Visitors have been arriving and departing in accordance with available airlift and travel restrictions in outbound markets, with no significant virus-related issues since reopening of the market in mid-November 2020.
The Cuban Ministry of Tourism announced in early September 2021 that Cuba will reopen the country gradually for travel and tourism activities, with far fewer entry restrictions and testing requirements, as from 15 November 2021. This plan is based on the assumption that 90% of the Cuban population will be fully vaccinated by that time. Hotel operators have tentative plans for a gradual reopening of hotels in the final months of 2021 and into the new year, although the ability to implement such plans will depend on external circumstances as the world emerges from the present pandemic.
Democratic Party's National Agenda Frustrates President Biden's International Policy to Make Good on his Campaign Promises re: Cuba
Initial hopes for a renewed thawing of relations between the United States and Cuba following the inauguration of the new U.S. administration of President Joe Biden were first put on hold, and then later dashed. To the surprise of many, and contrary to promises made by Biden on the campaign trail, the Biden administration did not reinstate the Obama-era policies of engagement with Cuba, but instead has left in place all of the 241 amplified Trump sanctions against Cuba, including Trump's last-minute reinstatement of Cuba to the list of State sponsors of terrorism on 12 January 2021.
The principal driver behind this change of heart appears to be the aspirations of the U.S. Democratic Party to win additional Senate and House seats during the upcoming 2022 midterm congressional elections and the general view that the party should avoid at all costs that its candidates are depicted as "socialists" or "communists", which was the strategy that may have helped President Trump and the Republicans win the popular vote in the State of Florida during the U.S. elections in 2020. Following numerous public demonstrations in Miami, Tampa and other cities in Florida in support of rare expressions of discontent in Cuba that took place on 11 July 2021, new sanctions targeting certain Cuban regime officials and entities were announced and it now seems unrealistic to believe that a serious review of U.S. Cuba policy will take place before the 2022 midterms.
Cuba's Economy, Reforms and Liquidity
During the first six months of 2021, the ongoing economic and liquidity crises caused by the noxious combination of U.S. sanctions (particularly those aimed at the limitation of family remittances), reduced deliveries of subsidised oil and other economic aid from Venezuela and other Cuban allies, the inflationary effects of monetary reforms adopted over the last year and the near complete collapse of the international tourism sector in the face of the pandemic, not to mention the increased costs of the health care system and vaccine development, have deepened further. Hope for a short-term economic recovery will largely depend on an increase in U.S. family remittances and the return of international tourism, which in turn will depend on the success of the Cuban vaccination campaign and other health measures, as well as the reopening of outbound markets for travel.
In the face of these difficulties, Cuba has increasing difficulty in providing many basic goods to the population, who must spend several hours every day queuing for the limited goods on offer, causing deep frustration in the local population and social and political tensions as well.
The monetary and other reform efforts initiated during the summer of 2020 and carried out throughout the year have proved to be extensive, including new liquidity rules, currency unification, labour reforms and the adoption and publication of new rules allowing for the formation of corporate entities for private businesses (micro, small and medium size enterprises). But the implementation of reform has been difficult and a devaluation of the official exchange rate between the Cuban Peso and the U.S. Dollar remains a real risk going forwards.
Renewed Hope on the Horizon
There is, however, reason for optimism amidst the long list of challenges. The Cuban government has continued to push forward its vaccination campaign and appears to be accelerating the pace of new reforms and other measures to alleviate the economic crisis and present shortages. Amongst the most far-reaching of such reforms are the new rules allowing the incorporation of small and medium size businesses in the private sector, which are expected to have a strong impact on the Cuban economy as it re-emerges from the present situation.
In addition, notwithstanding the severe liquidity and economic struggles facing the island, the government appears to be maintaining its commitment to the new liquidity rules that provide financial autonomy to various actors in the economy, including joint venture companies. It is to be hoped that these efforts can be sustained for a while longer so that the pandemic can be brought back under control, tourism activities can be restarted in earnest and Cuba can begin to emerge, on its own, from the deep economic disruption and other difficulties that have characterised the last two years. Now that Cuba has declared that the tourism industry will resume with few restrictions as from 15 November 2021, we trust that a new chapter aimed at recovery can begin.
€25 Million 10% Convertible Bond 2026
On 31 March 2021, the Company was successful in raising €25 million (US$29.3 million / £21.2 million) in new funds through an oversubscribed issue of 10.00% senior unsecured convertible bonds due 2026 (the "Bonds"). The Bonds were admitted to The International Stock Exchange, Guernsey, on 13 April 2021. The proceeds from this fund raising have significantly enhanced the Company's financial position and enable TosCuba to complete the construction of the Meliá Trinidad Peninsula hotel in a timely manner, assuming no cost overruns and business interruptions on the ground.
PORTFOLIO ACTIVITY
The Miramar Trade Centre / Monte Barreto
The largest real estate holding of the Company is its 49% interest in Inmobiliaria Monte Barreto S.A. ("Monte Barreto"), the Cuban joint venture company that owns and operates the Miramar Trade Centre, a six-building mixed-use commercial real estate complex comprising approximately 56,000 square metres (approximately 600,000 square feet) of net rentable area that constitutes the core of the new Miramar business district in Havana.
Overall, the performance of the Miramar Trade Centre during the first six months of 2021 was once again very strong. Occupancy rates remained in the high nineties throughout the period, with only slight declines and subsequent recoveries relating to COVID-19 tenant departures. Although revenues declined somewhat compared to the previous period as a result of slightly lower occupancy rates and rent reductions, Monte Barreto registered net income of US$8,130,564 / £5,853,538 during the six months ended 30 June 2021 (30 June 2020: US$7,217,617 / £5,719,189), representing a 12.6% increase in US dollar terms over the comparable period in US$ terms. The increase was primarily the result of savings resulting from the monetary reforms adopted in December 2020, including (i) reduced operational expense, mainly salary and electricity costs, and (ii) reduced depreciation expense as a result of the conversion of the value of fixed assets from USD to CUP at a rate of 1:1.
Demand for international-standard office accommodation in Havana continues to exceed supply, predominantly from multi-national companies, NGOs and foreign diplomatic missions. Monte Barreto remains the dominant option in this market segment. As a consequence, and notwithstanding the COVID-19 pandemic, the outlook for Monte Barreto in the second half of 2021 remains very encouraging, as we expect occupancy levels to remain in the high nineties and loss of rental income as a result of the pandemic to be modest. However, in light of the present market conditions, the joint venture may review its general strategy of rental increases as leases are renewed.
In accordance with the new provisions of Resolution 115 dealing with financial autonomy and the allocation of hard currency resources, commercial real estate activities have been excluded from some of the general rules relating to "liquid" payments (the ability to transfer funds abroad on an autonomous basis, without foreign exchange controls), and consequently the local payments of many tenants of the joint venture will not be deemed to be "liquid" and conversely most local payments to be made by the joint venture will similarly not require liquidity. As a result, the joint venture is presently operating under a mixed regime having reduced liquidity requirements, in which certain liquid resources of the joint venture will be generated internally, and certain resources will be allocated centrally by the government.
Given the present limited financial autonomy of Monte Barreto, in combination with the current economic situation and liquidity difficulties faced by the country, we believe that the Company will for the remainder of this year receive limited dividends from Monte Barreto, whether to be declared in respect of the current year or receivable from past periods. Nevertheless, we expect that the pace of distribution of dividends will pick up again once the country re-emerges from the present difficulties, which we expect to be during 2022. Dividend income recorded by the Company from Monte Barreto during the first half of the year was US$513,673 / £369,815 compared to US$573,963 / £464,409 in the first half of 2020.
The valuation of Monte Barreto has been adjusted downward at 30 June 2021 by US$5,509,027 / £3,986,560, representing a 5.3% decline as compared with the December 2020 valuation in US dollar terms. This was driven mainly by an increase of 2.5% in the discount rate that is applied in the discounted cash flow model of Monte Barreto in order to take into account the disruption to the Cuban economy caused by the COVID-19 pandemic, continued U.S. aggressive measures and the increased transfer and currency risk faced by Monte Barreto and its shareholders.
The Hotels of Miramar
Through its indirect ownership of a 32.5% interest in Miramar, the Group has interests in the following hotels:
- the Meliã Habana Hotel, a 397-room international-category 5-star business hotel located on prime ocean-front property in Havana (directly opposite the Miramar Trade Centre);
- the Meliã Las Americas Hotel, a 340-room international-category 5-star beach resort hotel located in Varadero;
- the Meliã Varadero Hotel, a 490-room international-category 5-star beach resort hotel located in Varadero; and
- the Sol Palmeras Hotel, a 607-room international-category 4-star beach resort hotel located in Varadero.
The Hotels are operated by Meliã Hotels International S.A. ("Meliã Hotels International"), which also has a 17.5% equity interest in Miramar (and a 10% equity interest in TosCuba).
Performance of the Hotels
As a result of the COVID-19 pandemic and the ensuing collapse of the worldwide travel industry, the Hotels faced an extremely challenging business environment during the first half of the year, and the results reflect this. While the Sol Palmeras and the Meliã Habana hotels were able to maintain services throughout the first six months of the year, occupancy and room rates were reduced. The Meliã Las Americas and Meliã Varadero hotels were closed during the entire period.
With two of its hotels closed throughout the period and the other two operating at minimal occupancy rates, the net income after tax of Miramar was US$673,339 / £484,765 (30 June 2020: US$2,210,246 / £1,751,384). This resulted in the Company not receiving any dividend income from Miramar during the first six months of 2021 compared to US$6,310,596 / £5,000,472 of dividends of Miramar recorded in the first six months of 2020.
Fortunately, the Meliã Habana hotel is one of the few hotels in Havana where arriving travellers are authorised to spend their obligatory isolation period and the hotel is popular with flight crews and other essential travellers, so we expect that operations will continue at these levels until international travel markets recover later this year. The Sol Palmeras is also expected to remain open in the coming months, with a modest number of guests from countries that have resumed flights to Cuba (such as Russia, Germany and Canada), but our expectation is that occupancy will remain at very low levels until the Canadian and European markets resume in earnest when their populations are more fully vaccinated and regular flights from these important outbound markets resume.
The ability of the Hotels to reopen and return to a normal operating environment will depend upon numerous factors such as the success of vaccination campaigns in outbound markets and in Cuba, the availability of air lift and others. There is obviously a great deal of uncertainty connected with the performance of the hotel sector for the remainder of the year.
Once hotel operations return to normal as the world emerges from the COVID-19 pandemic and international travel and tourism markets recover from the disruption suffered over the last year, we expect the liquid resources directly generated by the operations of Miramar under the new liquidity rules, under which international tourism income is treated as direct export income (of which 80% of the liquidity can be retained by the joint venture) to be more than sufficient to allow Miramar to distribute all profits to be generated during the year. In addition, we anticipate that the adopted monetary reforms may have a positive impact on the cost structures and profitability of the Hotels when normal operations are resumed.
The valuation of Miramar and its four hotels has been adjusted downward at 30 June 2021 by US$8,741,664 / £6,325,830, representing a 10.7% decline as compared with the December 2020 valuation in US dollar terms. This was driven mainly by an increase of 2.0% in the discount rate that is applied in the discounted cash flow model of Miramar in order to take into account the disruption to Cuba's economy and tourism sector caused by the COVID-19 pandemic, the continued U.S. aggressive measures and the increased transfer and currency risk faced by Miramar and its shareholders.
The TosCuba Project
The Company has an 80% interest in Mosaico Hoteles S.A. ("Mosaico Hoteles"), representing a 40% indirect interest in TosCuba, the Cuban joint venture company that is constructing the 401 room Meliã Trinidad Península Hotel.
As at 30 June 2021, all structural works have been completed and the project has reached an overall completion level of approximately 64%. The project has been progressing slowly since the beginning of the COVID-19 pandemic in March 2020, with delays initially originating at the Italian partner in the construction joint venture that was constructing the hotel and then later spreading to the on-the-ground construction works.
During the first months of 2021 the joint venture, under the leadership of Mosaico Hoteles, undertook a full review and reorganisation of the hotel construction process, which resulted in the termination of the turnkey construction contract with the Cuban-Italian construction partnership and the renegotiation and increase of existing finance arrangements. TosCuba will now complete the construction of the hotel on its own, with technical assistance on pricing, tender procedures and product selection from International Hospitality Projects S.A., a Spanish construction adviser in the hotel sector. It is now estimated that construction of the hotel will be completed by the fourth quarter of 2022, before the start of the 2022-2023 high season.
In April 2018, the Company arranged and executed a US$45 million construction finance facility to be disbursed under two tranches of US$22.5 million / £16.3 million each. The terms of the facility were amended in August2021 to take into account the new construction process and other circumstances. The amount disbursed under the Company's US$18 million / £13 million participation in the first tranche (Tranche A) as at 30 June 2021 was US$17.1 million / £12.4 million. The second tranche (Tranche B), the maximum principal amount of which was increased to US$29 million / £21 million, under the August 2021 amendment to the facility, has not yet begun disbursement. The increased principal of Tranche B includes an amount of US$4 million / £2.9 million that may be used for the purchase of equipment needed by the relevant Cuban utility companies to ensure the provision of the required water and electrical services to the hotel.
Repayment of the amended facility is secured by the future income of the hotel, and repayment of Tranche B has also been guaranteed by Cubanacán (the Cuban shareholder in the joint venture company), which in turn is further secured by a guarantee by Miramar.
The total cost of the project - including incorporation of the joint venture company, acquisition of surface rights, construction of the hotel, and start-up costs - is presently estimated at US$76 million. Of this amount, US$16 million represents the share capital invested in TosCuba by its shareholders (CEIBA, US$6.4 million, Meliã Hotels International US$1.6 million and Cubanacán US$8 million) and approximately US$12 million represents grants received or to be received under the Spanish Cuban Debt Conversion Programme. In accordance with the terms of the Spanish Cuban Debt Conversion Programme the funds granted should be used by the joint venture company to fund local purchases of goods and services delivered under the construction contract by Cuban suppliers, thereby reducing the external funding that would otherwise need to be provided.
The remaining funds necessary to complete the project will be disbursed under the construction finance facility described above.
GBM Interinvest Technologies Mariel S.L.
In December 2020, the Company formalised its participation in a new multi-phase industrial park real estate project to be developed in the Special Development Zone of Mariel, Cuba by acquiring a 50% interest in GBM Interinvest Technologies Mariel S.L. ("GBM IT Mariel"), the Spanish company that is developing the project.
Groundworks on the 11.3-hectare site for the construction of the first four warehouses of the project began in the first quarter of 2021 and were completed in June. Discussions with potential tenants are currently being pursued with a view to coordinating the start of construction works with the existence of real demand, especially given recent increases (expected to be temporary) in the cost of construction materials and container transport.
The Company has made an initial contribution of US$303,175 / £219,390 for its 50% share interest and has extended a €500,000 (US$594,200 / £429,988) convertible loan to GBM IT Mariel. The Company is expected to invest a further €500,000 (US$594,200 / £429,988) during the course of 2021.
FINTUR Finance Facility
Since 2002, the Company has arranged and participated in numerous secured finance facilities extended to Casa Financiera FINTUR S.A. ("FINTUR"), the Cuban government financial institution for the tourism sector. Under the most recent FINTUR Facility, originally executed in 2016 in the principal amount of €24 million (US$28.5 million / £20.6 million) and subsequently amended in 2019 through the addition of a second tranche in the principal amount of €12 million (US$14.2 million / £10.3 million), the Company initially held a €4 million (US$4.7 million / £3.4 million) participation under Tranche A and a €2 million (US$2.4 million / £1.7 million) participation under Tranche B.
This facility generates an 8.00% interest rate and operated successfully without delay or default until the closure of all Cuban hotels in March 2020 as a result of the COVID-19 pandemic. At that time, the income from the hotels that serve as the basis for payments under the FINTUR facility ceased and such income is not expected to resume until Cuba's international tourism operations recover in earnest.
With effect from 1 April 2020, the Company and FINTUR agreed to revise the remaining outstanding payments under the FINTUR facility (combining the two tranches into a new single tranche C) and to provide a one-year period of grace on the payment of principal, with a two-year principal payment period thereafter. The first principal payment of the new Tranche C fell due on 30 June 2021 but was waived as a result of the continued closure of the hotels serving as security for payment of the facility. The payment of interest on the facility is current to 30 June 2021.
As at 30 June 2021, the principal amount of US$2,043,025 / £1,478,417 was outstanding under the Company's participation in Tranche C of the Facility.
All of the hotels granted as security for the repayment of the Facility remain closed at the present time. The Investment Manager meets regularly with FINTUR in order to gauge the speed with which the cash flows are likely to return to acceptable levels and to determine whether any additional hotel security should be received.
OUTLOOK
We expect that, as a result of the COVID-19 pandemic, U.S. sanctions against Cuba and the transitional effects of monetary and economic reforms, the very difficult economic circumstances faced by Cuba during the first half of 2021 will continue at least until the end of the year, and that the local market conditions in which the Company and its subsidiaries operate will remain very challenging. The very tight liquidity position of the Cuban economy resulting from the above factors may also negatively impact the timing of dividend and other payments to the Company in the short term.
However, as the world recovers from the pandemic, we expect that international leisure travel will increase and that three of the four Miramar hotels will be reopened for business by the end of 2021, and that all four Miramar hotels, as well as the TosCuba hotel in Trinidad, will be operational and generating income by the start of the 2022 high season in November 2022.
We do not expect that Cuba's liquidity position will improve in the short term, but we do anticipate that over the medium term the recovery of Cuba's liquidity position in combination with the new monetary reforms and liquidity rules adopted by the Cuban government during the year will have a positive effect on the Cuban economy as well as on the operations of the joint venture companies of the Company. As a result of these new measures, and in particular the de-centralisation of decision-making that they mandate, management of the joint ventures is expected to have a much greater degree of control over the financial resources generated by their operations, which we expect to be largely beneficial for new investments, ongoing operations, performance and the ability to make timely distributions to shareholders.
Moreover, having successfully raised significant new funds at a very difficult time, demonstrating strong confidence on the part of our investors, for which we are grateful, we enter into an exciting new period of development for the Company. With immediate deployment capacity, the Company is very strongly positioned to enhance its position in the Cuban market by driving ahead, at a very difficult time, with completion of the new hotel in Trinidad and construction of the first phase of the new industrial warehousing project in Mariel.
Sebastiaan A.C. Berger
Aberdeen Asset Investments Limited
27 September 2021
INTERIM BOARD REPORT
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors are responsible for preparing this Half-Yearly Report in accordance with applicable law and regulations.
The Directors confirm to the best of their knowledge that:
- the unaudited Interim Condensed Consolidated Financial Statements are prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company, and all the undertakings included in the consolidation as a whole;
- this Interim Board Report includes a fair review of the information required by DTR 4.2.7R of the FCA's Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and
- the financial statements include a fair review of the information required by DTR 4.2.8R of the FCA's Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or performance of the Company during that period, and any changes in the related party transactions described in the last Annual Report that could do so.
PRINCIPAL RISKS AND UNCERTAINTIES
The Board regularly reviews the principal risks and uncertainties affecting the Company together with the mitigating actions it has established to manage these risks. These can be summarised under the following headings:
· Public Health Risk
- Global Pandemic Risk
· Risks Relating to the Company and its Investment Strategy
- Investment Strategy and Objective
- Investment Restrictions
· Portfolio and Operational Risks
- Joint Venture Risk
- Real Estate Risk
- Construction Risk
- Tourism Risk
- Valuation Risk
- Dependence on Third Party Service Providers
- Loss of Key Fund Personnel
· Risks Relating to Investment in Cuba and the U.S. Embargo
- General Economic, Political, Legal and Financial Environment within Cuba
- U.S. Government Restrictions relating to Cuba
- Helms-Burton Risk
- Liquidity and Transfer Risk
- Currency Risk
· Risks Relating to Regulatory and Tax framework
- Tax Risk
The Board notes that there are a number of contingent risks stemming from the COVID-19 pandemic that currently impact, and may continue to impact, the operations of the Company as set out in the Chairman's Statement and the Manager's Review. With support from the Board, the Manager will continue to review carefully the composition of the Company's portfolio and will be pro-active in taking investment decisions where necessary.
In all other respects, the Company's principal risks and uncertainties have not materially changed since the date of the 2020 Annual Report.
GOING CONCERN
In accordance with the guidance of the Financial Reporting Council, the Directors have reviewed the Company's ability to continue as a going concern.
The Directors have reviewed cash flow projections that detail revenue and liabilities and will continue to receive cashflow projections as part of the Company's reporting and monitoring processes. After reviewing the cashflow projections and the significant capital commitments, as well as taking into account the principal risks and uncertainties, including the impact of COVID-19, the Directors believe that the Company has adequate financial resources to continue its operational existence for the foreseeable future and at least 12 months from the date of this Half-Yearly Report.
Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the unaudited Interim Condensed Consolidated Financial Statements.
For and on behalf of the Board
Peter Cornell Keith Corbin
27 September 2021 27 September 2021
INDEPENDENT REVIEW REPORT TO THE MEMBERS OF CEIBA INVESTMENTS LIMITED
Introduction
We have reviewed the condensed set of consolidated financial statements of CEIBA Investment Limited and its Subsidiaries (together, the 'Group') included in the half yearly report for the six months ended 30 June 2021, which comprises the Interim Condensed Consolidated Statement of Financial Position as at 30 June 2021 and the related Interim Condensed Consolidated Statement of Comprehensive Income, the Interim Condensed Consolidated Statement of Changes in Equity and the Interim Condensed Consolidated Statement of Cash Flows for the six-month period then ended and a summary of significant accounting policies and other explanatory notes.
The half yearly report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half yearly report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority. The Directors are responsible for the preparation and fair presentation of the interim condensed financial statements contained in the half yearly report, in accordance with International Accounting Standard 34, 'Interim Financial Reporting' issued by the International Accounting Standards Board. Our responsibility is to express a conclusion on the interim condensed financial statements based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity.' A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Emphasis of matter - valuation uncertainty
We draw your attention to the disclosures made in Note 2.3 to the interim condensed consolidated financial statements concerning the material uncertainty in the valuation of the underlying real estate assets comprising the valuation of the equity investments. As explained in Notes 2.3, the investments are carried at fair value, determined using a valuation methodology which involves judgments and estimates made by management. The independent valuation experts have noted in their reports that their valuations have been prepared in a period of significant market instability as a result of the Covid-19 pandemic and as it is not possible to ascertain with any certainty when the tourism sector and the economy will recover, there is a material uncertainty as to the valuation of the subject properties. Our review conclusion is not qualified in this respect.
Unqualified conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of consolidated financial statements in the half yearly report for the six months ended 30 June 2021 is not prepared, in all material respects, in accordance with International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Grant Thornton Limited
Statutory Auditor, Chartered Accountants
Guernsey, Channel Islands
27 September 2021
Consolidated Statement of Financial Position
For the period ended 30 June 2021
|
|
|
| Unaudited as at 6 months 30 Jun 2021 |
| Audited as at 12 months 31 Dec 2020 |
|
| Note |
| US$ |
| US$ |
| Assets |
|
|
|
|
|
| Current assets |
|
|
|
|
|
| Cash and cash equivalents | 4 |
| 32,022,438 |
| 4,270,860 |
| Accounts receivable and accrued income | 5 |
| 14,443,984 |
| 14,581,229 |
| Loans and lending facilities | 6 |
| 5,194,589 |
| 2,827,292 |
| Total current assets |
|
| 51,661,011 |
| 21,679,381 |
|
|
|
|
|
|
|
| Non-current assets |
|
|
|
|
|
| Accounts receivable and accrued income | 5 |
| 2,426,425 |
| 1,768,447 |
| Loans and lending facilities | 6 |
| 17,992,817 |
| 17,395,343 |
| Equity investments | 7 |
| 183,670,534 |
| 197,921,225 |
| Property, plant and equipment |
|
| 517,642 |
| 533,598 |
| Total non-current assets |
|
| 204,607,418 |
| 217,618,613 |
| Total assets |
|
| 256,268,429 |
| 239,297,994 |
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
| Accounts payable and accrued expenses | 8 |
| 3,188,256 |
| 1,085,590 |
| Short-term borrowings | 9 |
| 1,838,771 |
| - |
| Deferred liabilities |
|
| 1,000,000 |
| 1,000,000 |
| Total current liabilities |
|
| 6,027,027 |
| 2,085,590 |
|
|
|
|
|
|
|
| Non-current liabilities |
|
|
|
|
|
| Accounts payable and accrued expenses | 8 |
| 1,129,709 |
| 1,129,709 |
| Convertible bonds | 10 |
| 29,752,768 |
| - |
| Deferred liabilities |
|
| 1,333,333 |
| 1,833,333 |
| Total non-current liabilities |
|
| 32,215,810 |
| 2,963,042 |
|
|
|
|
|
|
|
| Total liabilities |
|
| 38,242,837 |
| 5,048,632 |
| Equity |
|
|
|
|
|
| Stated capital | 10 |
| 106,638,023 |
| 106,638,023 |
| Revaluation surplus |
|
| 319,699 |
| 319,699 |
| Retained earnings |
|
| 63,556,961 |
| 75,613,383 |
| Accumulated other comprehensive income |
|
| 9,679,484 |
| 11,854,509 |
| Equity attributable to the shareholders of the parent |
|
| 180,194,167 |
| 194,425,614 |
|
|
|
|
|
|
|
| Non-controlling interest | 11 |
| 37,831,425 |
| 39,823,748 |
| Total equity |
|
| 218,025,592 |
| 234,249,362 |
|
|
|
|
|
|
|
| Total liabilities and equity |
|
| 256,268,429 |
| 239,297,994 |
| NAV | 11 |
| 180,194,167 |
| 194,425,614 |
| NAV per share | 11 |
| 1.31 |
| 1.41 |
See accompanying notes 1 to 19, which are an integral part of these consolidated financial statements.
These unaudited condensed consolidated financial statements were approved by the Board of Directors and authorised for issue on 27 September 2021.
They were signed on the Company's behalf;
Keith Corbin, Director Peter Cornell, Director
Consolidated Statement of Comprehensive Income
For the period ended 30 June 2021
|
|
|
| Unaudited 6 months 30 Jun 2021 |
| Unaudited 6 months 30 Jun 2020 |
|
| Note |
| US$ |
| US$ |
| Income |
|
|
|
|
|
| Dividend income | 7 |
| 513,673 |
| 6,884,559 |
| Interest income |
|
| 1,077,508 |
| 703,456 |
| Travel agency commissions |
|
| 1,054 |
| 1,439 |
|
|
|
| 1,592,235 |
| 7,589,454 |
| Expenses |
|
|
|
|
|
| Foreign exchange loss |
|
| (188,017) |
| (394,798) |
| Interest expense on bonds | 10 |
| (743,820) |
| - |
| Loss on change in fair value of equity investments | 7 |
| (10,996,492) |
| (46,879,952) |
| Management fees |
|
| (1,221,711) |
| (1,010,822) |
| Other staff costs |
|
| (39,558) |
| (31,991) |
| Travel |
|
| (29,572) |
| (36,840) |
| Operational costs |
|
| (41,788) |
| (39,217) |
| Legal and professional fees |
|
| (605,241) |
| (603,368) |
| Administration fees and expenses |
|
| (155,499) |
| (136,742) |
| Audit fees |
|
| (97,723) |
| (162,367) |
| Miscellaneous expenses |
|
| (209,823) |
| (46,005) |
| Directors' fees and expenses |
|
| (124,085) |
| (112,846) |
| Depreciation |
|
| (16,481) |
| (19,990) |
|
|
|
| (14,469,810) |
| (49,516,106) |
| Net loss before taxation |
|
| (12,877,575) |
| (41,926,652) |
| Income taxes |
|
| - |
| - |
| Net loss for the period |
|
| (12,877,575) |
| (41,926,652) |
| Other comprehensive income to be reclassified to profit or loss in subsequent periods |
|
|
|
|
|
| (Loss)/gain on exchange differences of translation of foreign operations |
|
| (3,346,195) |
| 334,802 |
| Total comprehensive loss |
|
| (16,223,770) |
| (41,591,850) |
|
|
|
|
|
|
|
| Net loss for the year attributable to: |
|
|
|
|
|
| Shareholders of the parent |
|
| (12,056,422) |
| (29,453,418) |
| Non-controlling interest |
|
| (821,153) |
| (12,473,234) |
| Total comprehensive loss attributable to: |
|
|
|
|
|
| Shareholders of the parent |
|
| (14,231,447) |
| (29,235,798) |
| Non-controlling interest |
|
| (1,992,323) |
| (12,356,052) |
|
|
|
|
|
|
|
| Basic loss per share | 14 |
| (0.09) |
| (0.21) |
| Diluted loss per share | 14 |
| (0.07) |
| (0.21) |
See accompanying notes 1 to 19, which are an integral part of these consolidated financial statements
Consolidated Statement of Cash Flows
For the period ended 30 June 2021
|
|
Note |
| Unaudited 6 months 30 Jun 2021 |
| Unaudited 6 months 30 Jun 2020 |
|
|
| Operating activities |
|
|
|
|
|
|
|
| Net (loss)/ income for the year |
|
| (12,877,575) |
| (41,926,652) |
|
|
| Items not affecting cash: |
|
|
|
|
|
|
|
| Depreciation | 8 |
| 16,481 |
| 19,990 |
|
|
| Change in fair value of equity investments | 7 |
| 10,743,468 |
| 46,879,952 |
|
|
| Dividend income receivable |
|
| (513,673) |
| - |
|
|
| Interest income |
|
| (1,077,508) |
| - |
|
|
| Foreign exchange loss |
|
| 188,017 |
| 394,798 |
|
|
|
|
|
| (3,520,790) |
| 5,368,088 |
|
|
|
|
|
|
|
|
|
|
|
| Decrease/(increase) in accounts receivable and accrued income |
|
| 708,831 |
| (2,807,308) |
|
|
| Increase in accounts payable and accrued expenses |
|
| 2,102,664 |
| 144,337 |
|
|
| Non- cash movement in amortisation of deferred liability |
|
| (500,000) |
| (500,000) |
|
|
| Interest income received |
|
| 361,617 |
| - |
|
|
| Net cash flows from operating activities |
|
| (847,678) |
| 2,205,117 |
|
|
|
|
|
|
|
|
|
|
|
| Investing activities |
|
|
|
|
|
|
|
| Purchase of property, plant & equipment |
|
| (525) |
| (2,264) |
|
|
| Miramar Confirming facility |
|
| (1,410,826) |
| (1,658,357) |
|
|
| Loans and lending facilities disbursed |
|
| (1,621,715) |
| (3,699,173) |
|
|
| Loans and lending facilities recovered |
|
| - |
| 1,299,412 |
|
|
| Net cash flows from investing activities |
|
| (3,033,066) |
| (4,060,382) |
|
|
|
|
|
|
|
|
|
|
|
| Financing activities |
|
|
|
|
|
|
|
| Short term borrowings received |
|
| 1,838,771 |
| 1,551,727 |
|
|
| Issue of convertible bonds |
|
| 29,312,500 |
| - |
|
|
| Cash distribution to non-controlling interest |
|
| - |
| (3,161,056) |
|
|
| Contributions received from non-controlling interest |
|
| - |
| 84,405 |
|
|
| Net cash flows from financing activities |
|
| 31,151,271 |
| (1,524,924) |
|
|
|
|
|
|
|
|
|
|
|
| Change in cash and cash equivalents |
|
| 27,270,527 |
| (3,380,189) |
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents at beginning of the period |
|
| 4,270,860 |
| 13,102,578 |
|
|
| Foreign exchange on cash |
|
| 481,051 |
| (117,074) |
|
|
| Cash and cash equivalents at end of the period |
|
| 32,022,438 |
| 9,605,315 |
|
|
| Dividends received | 6,000,000 |
| Interest received 361,617 | 267,650 |
| Interest paid | 41,168 |
See accompanying notes 1 to 19, which are an integral part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
For the period ended 30 June 2021
|
Unaudited For the period ended 30 June 2020 | ||||||||||||||
|
|
Notes | Stated Capital US$ |
| Revaluation Surplus US$ |
| Retained Earnings US$ |
| Other comprehensive income US$ |
| Total Equity attributable to the parent US$ |
| Non-controlling interest US$ |
| Total Equity US$ |
| Balance at 1 January 2020 |
| 106,638,023 |
| 319,699 |
| 95,422,003 |
| 4,354,609 |
| 206,734,334 |
| 49,381,639 |
| 256,115,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the period |
| - |
| - |
| (29,453,418) |
| - |
|
(29,453,418) |
| (12,473,234) |
| (41,926,652) |
| Capital contributions from non-controlling interest |
| - |
| - |
| - |
| - |
| - |
| 84,405 |
| 84,405 |
| Cash distribution to non-controlling interest |
| - |
| - |
| - |
| - |
| - |
| (3,161,056) |
| (3,161,056) |
| Net other comprehensive income to be reclassified to profit or loss in subsequent periods |
| - |
| - |
| - |
| 217,620 |
| 217,620 |
| 117,182 |
| 334,802 |
| Balance at 30 June 2020 |
| 106,638,023 |
| 319,699 |
| 65,968,585 |
| 4,572,229 |
| 177,498,536 |
| 33,948,936 |
| 211,447,472 |
See accompanying notes 1 to 19, which are an integral part of these consolidated financial statements.
|
Unaudited For the period ended 30 June 2021 | ||||||||||||||
|
|
Notes | Stated Capital US$ |
| Revaluation Surplus US$ |
| Retained Earnings US$ |
| Other comprehensive income US$ |
| Total Equity attributable to the parent US$ |
| Non-controlling interest US$ |
| Total Equity US$ |
| Balance at 1 January 2021 |
|
106,638,023 |
|
319,699 |
|
75,613,383 |
|
11,854,509 |
|
194,425,614 |
|
39,823,748 |
|
234,249,362 |
| Revaluation of assets / Net other comprehensive income/(loss) to be reclassified to profit or loss in subsequent periods | 7, 10 | - |
| - |
| - |
|
(2,175,025) |
| (2,175,025) |
| (1,171,170) |
| (3,346,195) |
|
Net loss for the year | 10 | - |
| - |
|
(12,056,422) |
| - |
| (12,056,422) |
| (821,153) |
| (12,877,575) |
| Balance at 31 December 2021 |
| 106,638,023 |
| 319,699 |
| 63,556,961 |
| 9,679,484 |
| 180,194,167 |
| 37,831,425 |
| 218,025,592 |
| See accompanying notes 1 to 19, which are an integral part of these unaudited interim condensed consolidated financial statements.
| ||||||||||||||
Notes to the Interim Consolidated Financial Statements
For the six months ended 30 June 2021 (unaudited)
1. Corporate information
These unaudited interim condensed consolidated financial statements for the Interim Financial Report include the accounts of CEIBA Investments Limited and its subsidiaries, which are collectively referred to as the "Group" or "CEIBA".
CEIBA was incorporated in 1995 in Guernsey, Channel Islands as a registered closed-ended collective investment scheme with registered number 30083. In May 2013, the status of CEIBA changed to an unregulated investment company rather than a regulated investment fund. The status of CEIBA was changed back to a registered closed-ended collective investment scheme on 11 September 2018 under The Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended. The registered office of CEIBA is located at Dorey Court, Admiral Park, St. Peter Port, Guernsey, Channel Islands GY1 2HT.
The principal holding and operating subsidiary of the Group is CEIBA Property Corporation Limited ("CPC") which holds a license issued by the Cuban Chamber of Commerce and has offices in Cuba located at the Miramar Trade Centre, Edificio Barcelona, Suite 401, 5ta Avenida, esq. a 76, Miramar, Playa, La Habana, Cuba.
The principal investment objective of CEIBA is to achieve capital growth and dividend income from direct and indirect investment in or with Cuban businesses, primarily in the tourism and commercial real estate sectors, and other revenue-generating investments primarily related to Cuba.
The Group currently invests in Cuban joint venture companies that are active in two major segments of Cuba's real estate industry: (i) the development, ownership and management of revenue-producing commercial properties, and (ii) the development, ownership and management of hotel properties. In addition, the Group occasionally arranges and participates in secured finance facilities and other interest-bearing financial instruments granted in favour of Cuban borrowers, primarily in the tourism sector. The Group's asset base is primarily made up of equity investments in Cuban joint venture companies that operate in the real estate segments mentioned above.
The officers are contracted through third party entities or consultancy agreements. CEIBA and its subsidiaries do not have any obligations in relation to future employee benefits.
On 22 October 2018, CEIBA completed an initial public offering and listed its ordinary shares on the Specialist Fund Segment of the London Stock Exchange, where it trades under the symbol "CBA". The Group also entered into a management agreement, with effect from 1 November 2018, under which the Group has appointed Aberdeen Standard Fund Managers Limited ("ASFML" or the "AIFM") as the Group's alternative investment fund manager to provide portfolio and risk management services to the Group. The AIFM has delegated portfolio management to Aberdeen Asset Investments Limited (the "Investment Manager"). Both the AIFM and the Investment Manager are wholly-owned subsidiaries of abrdn plc.
2. Basis of preparation
2.1 Statement of compliance and basis of measurement
These unaudited interim condensed consolidated financial statements have been prepared under the historical cost convention, except for certain financial instruments as disclosed in note 3.9 and certain property, plant and equipment as disclosed in note 3.12 which are measured at fair value, in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
2.2 Functional and presentation currency
These unaudited interim condensed consolidated financial statements are presented in United States Dollars ("US$"), which is also the Company's functional currency. The majority of the Group's income, equity investments and transactions are denominated in US$, subsidiaries are re-translated to US$ to be aligned with the reporting currency of the Group.
2.3 Use of estimates and judgments
The preparation of the Group's consolidated financial statements, in conformity with IFRS, requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
Management judgements
The key management judgements made by management in relation to the unaudited interim condensed consolidated financial statements are:
a) That the Group is not an Investment Entity (see note 3.14 of the Company's 31 December 2020 financial statements);
b) That the Group is a Venture Capital Organisation (see note 3.15 of the Company's 31 December 2020 financial statements).
c) That the functional currency of the parent company (CEIBA Investments Limited) is US$
Management estimates - valuation of equity investments
Significant areas requiring the use of estimates also include the valuation of equity investments. Actual results could differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future period affected.
In determining estimates of recoverable amounts and fair values for its equity investments, the Group relies on independent valuations, historical experience, and assumptions regarding applicable industry performance and prospects, as well as general business and economic conditions that prevail and are expected to prevail. Assumptions underlying asset valuations are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events (see note 7).
By their nature, asset valuations are subjective and do not necessarily result in precise determinations. Should the underlying assumptions change, the carrying amounts could change and, potentially, by a material amount.
The determination of the fair values of the equity investments may include independent valuations of the underlying properties owned by the joint venture companies. These valuations assume a level of working capital required for day-to-day operations of the properties. Management estimates the amount of cash required for these working capital needs to determine if the joint venture companies hold any excess cash that should be added as a component of the fair value of the equity investments.
In regards to the 30 June 2021 valuations of the properties held by Inmobiliaria Monte Barreto and Miramar performed by the independent valuers, the valuers have noted in their reports that their valuations have been prepared in a period of significant market instability as a result of the Covid-19 pandemic. The impact on the Cuban tourism sector and the economy in general has been dramatic with almost no international tourists arriving since April 2020, which has had a negative impact on the Cuban economy. As it is not possible to ascertain with any certainty when the tourism sector and the economy will recover, there is a material uncertainty as to the valuation of the subject properties.
2.4 Reportable operating segments
An operating segment is a distinguishable component of the Group that is engaged in the provision of products or services (business segment). The primary segment reporting format of the Group is determined to be business segments as the Group's business segments are distinguishable by distinct financial information provided to and reviewed by the chief operating decision maker in allocating resources arising from the products or services engaged by the Group.
2.5 Equity investments
Equity investments include the direct and indirect interests of the Group in Cuban joint venture companies, which in turn hold commercial properties, hotel properties and hotel properties under development. Cuban joint venture companies are incorporated under Cuban law and have both Cuban and foreign shareholders.
Equity investments of the Group are measured at fair value through profit or loss in accordance with IFRS 9, Financial Instruments: Recognition and Measurement ("IFRS 9"), on the basis of the exception provided for per IAS 28. Changes in fair value are recognised in the statement of comprehensive income in the period of the change.
2.6 New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2020 and not early adopted that are relevant to the Group
There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the Group.
2.7 Changes in accounting policies
Standards and interpretations applicable this period
The accounting policies applied during this year are fully consistent with those applied in the previous period.
2.8 Going concern
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and has significant liquid funds to do so. Accordingly, the Directors have adopted the going concern basis in preparing the financial statements.
2.9 Convertible Bonds
The 10% unsecured convertible bonds 2026 (the "Bonds") issued by the Company have been classified as a liability as per IAS 32.The Bonds were initially recognised at fair value and are subsequently measured at amortised cost using the effective interest rate methodology.
3. Summary of significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these unaudited interim condensed consolidated financial statements.
3.1 Consolidation
The consolidated financial statements comprise the financial statements of CEIBA and its subsidiaries as at 31 December 2020. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
· Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
· Exposure, or rights, to variable returns from its involvement with the investee, and
· The ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
· The contractual arrangement with the other vote holders of the investee
· Rights arising from other contractual arrangements
· The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which the Group has control.
The Group had direct and indirect equity interests in the following entities as at 30 June 2021 and 31 December 2020:
|
Entity Name | Country of Incorporation | Equity interest held indirectly by the Group or holding entity | |
|
|
| 30 Jun 2021 | 31 Dec 2020 |
| 1. CEIBA Property Corporation Limited (a) (i) | Guernsey | 100% | 100% |
| 1.1. GrandSlam Limited (a) (ii) | Guernsey | 100% | 100% |
| 1.2. CEIBA MTC Properties Inc.(a) (iii) | Panama | 100% | 100% |
| 1.2.1 Inmobiliaria Monte Barreto S.A. (b) (iv) | Cuba | 49% | 49% |
| 1.3. CEIBA Tourism B.V. (a) (viii) 1.3.1. HOMASI S.A. (a) (iii) 1.3.1.1. Miramar S.A. (b) (vi) 1.3.2. Mosaico Hoteles S.A. (a) (iii) 1.3.2.1 TosCuba S.A. (b) (vii) 1.3.3. Mosaico B.V. (a) (v) 1.3.4 Grupo BM Interinvest Technologies Mariel S.L (a) (ix)
| Netherlands Spain Cuba Spain Cuba Netherlands Spain
| 100% 65% 50% 80% 50% - 50%
| 100% 65% 50% 80% 50% 80% 50%
|
a) Company consolidated at 30 June 2021 and 31 December 2020.
b) Company accounted at fair value at 30 June 2021 and 31 December 2020.
(i) Holding company for the Group's interests in real estate investments in Cuba that are facilitated by a representative office in Havana.
(ii) Operates a travel agency that provides services to international clients for travel to Cuba.
(iii) Holding company for underlying investments with no other significant assets.
(iv) Joint venture company that holds the Miramar Trade Centre as its principal asset.
(v) Mosaico B.V. was liquidated in May 2021.
(vi) Joint venture that holds the Meliã Habana Hotel, Meliã Las Americas Hotel, Meliã Varadero Hotel and Sol Palmeras Hotel as its principal assets.
(vii) Joint venture company incorporated to build a beach hotel in Trinidad, Cuba.
(viii) Dutch company responsible for the holding and management of the Group's investments in tourism.
(ix) A Spanish company that is developing an industrial logistics warehouse project in the Special Development Zone of Mariel, Cuba.
All inter-company transactions, balances, income, expenses and realised surpluses and deficits on transactions between CEIBA Investments Limited and its subsidiaries have been eliminated on consolidation. Non-controlling interest represent the interests in the operating results and net assets of subsidiaries attributable to minority shareholders.
4. Cash and cash equivalents
|
|
| 30 Jun 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
|
|
|
|
|
|
| Cash on hand |
| 13,040 |
| 5,480 |
| Bank current accounts |
| 32,009,398 |
| 4,465,380 |
|
|
| 32,022,438 |
| 4,270,860 |
5. Accounts receivable and accrued income
|
|
| 30 Jun 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
|
|
|
|
|
|
| Dividends receivable from Miramar S.A. |
| 310,595 |
| 312,352 |
| Dividends receivable from Inmobiliaria Monte Barreto S.A. |
| 10,384,957 |
| 9,871,284 |
| Loan interest receivable |
| 2,432,198 |
| 4,000,000 |
| TosCuba deposit (i) |
| 3,430,786 |
| 449,733 |
| Other accounts receivable and deposits |
| 311,873 |
| 9,871,284 |
|
|
| 16,870,409 |
| 16,349,676 |
|
|
|
|
|
|
| Current portion |
| 14,443,984 |
| 14,581,229 |
| Non-current portion |
| 2,426,425 |
| 1,768,447 |
(i) TosCuba deposit relates to amount held in the bank account of TosCuba on behalf of CEIBA that will be applied against the TosCuba construction facility for the construction of the hotel.
Presented below is the ageing of receivables and accrued income based on their contractual terms of repayment
|
|
| 30 June 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
|
|
|
|
|
|
| Up to 30 days |
| 10,882,952 |
| 553,216 |
| Between 31 and 90 days |
| 275,336 |
| 249,214 |
| Between 91 and 180 days |
| 303,453 |
| 5,336,284 |
| Between 181 and 365 days |
| 2,982,243 |
| 8,442,515 |
| Over 365 days |
| 2,426,425 |
| 1,768,447 |
|
|
| 16,870,409 |
| 16,349,676 |
The majority of the accounts receivable and accrued income balance is made up of dividends receivable. The impairment on the dividends receivable has been assessed as low in terms of 3 stage model per IFRS 9 by assessing the credit risk of the counterparties who declared the dividend (Monte Barreto and Miramar). The delay in payment of the dividends receivable is due to the current liquidity position of the Cuban financial system caused by the pandemic, increased U.S. sanctions and the transitional effects of monetary reform. However, in the case of Monte Barreto, the profitability of the joint venture has not been affected and therefore it has been assigned a higher credit rating. Although there is uncertaintly as to the timing of when the dividends will be received due to the issues noted above, Management expects to receive the full amount of dividends receivable in due course.
The overall credit risk of TosCuba has significantly increased since its initial recognition due to COVID-19 and the resulting prevailing economic conditions. The loan is assessed at Stage 2 of the IFRS ECL impairment model which therefore requires management to assess the expected credit loss over the lifetime of the loan. Accordingly management has made an assessment of the expected credit loss over the lifetime of the loan taking into account all reasonable and supportable information that is available that includes both internal and external information and this has resulted in an assessed expected credit loss that is immaterial to the Group.
Other accounts receivables and deposits are assessed in terms of the simplified approach for expected credit losses per IFRS 9 due to the trade receivables not containing a significant financing component. These relate to the receivables of the travel agency activities of GrandSlam, a wholly owned subsidiary of the Group.
The overall potential impairment loss on the total accounts receivable and accrued income balance of has been estimated to be immaterial.
6. Loans and lending facilities
|
|
| 30 June 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
| TosCuba S.A. (i) |
| 17,133,981 |
| 16,106,466 |
| Casa Financiera FINTUR S.A. (ii) |
| 2,043,025 |
| 2,110,795 |
| Miramar Facility (iii) |
| 3,416,200 |
| 2,005,374 |
| Grupo B.M. Intervest Technologies Mariel S.L. (iv) |
| 594,200 |
| - |
|
|
| 23,187,406 |
| 20,222,635 |
|
|
|
|
|
|
| Current portion |
| 5,194,589 |
| 2,827,292 |
| Non-current portion |
| 17,992,817 |
| 17,395,343 |
(i) In April 2018, the Group entered into a construction finance facility agreement (the "Construction Facility") with TosCuba S.A. ("TosCuba") for the purpose of extending to TosCuba part of the funding necessary for the construction of the Meliã Trinidad Península Hotel. The Construction Facility is in the maximum principal amount of up to US$45,000,000, divided into two separate tranches of US$22,500,000 each. The Group has an 80% participation in Tranche A of the Construction Facility and a 100% participation in Tranche B. The Group has the right to syndicate Tranche B of the Construction Facility to other lenders.
The principal terms of the Construction Facility include, (i) a grace period for principal and interest during the construction period of the hotel, (ii) upon expiry of the grace period, accumulated interest will be repaid, followed by a repayment period of eight years during which blended payments of principal and interest will be made, (iii) interest will accrue on amounts outstanding under the Construction Facility at the rate of 8 per cent.
The first disbursement under the Construction Facility was made on 23 November 2018. Repayment of the Construction Facility is secured by an assignment in favour of the lenders of all of the future income of the Meliã Trinidad Península Hotel following start-up of operations. In addition, Tranche B of the Construction Facility is also secured by a guarantee provided by Cubanacán S.A., Corporaciön de Turismo y Comercio Internacional (the Cuban shareholder of TosCuba) as well as by a security assignment in favour of the Group (in its capacity as Tranche B lender) of all international tourism proceeds generated by the Meliã Santiago de Cuba Hotel. The Construction Facility was amended in August 2021 (see note 19).
The Construction Facility represents a financial asset, based on the terms of the loan the loan is not repayable on demand and there is no expectation to be repaid within 12 months since there is a grace period during the construction period of the hotel and a further 8 year payment period. The TosCuba loan has had a significant increase in credit risk since its initial recognition. The loan is assessed at Stage 2 of the IFRS ECL impairment model which therefore requires management to assess the expected credit loss over the lifetime of the loan. Accordingly management has made an assessment of the expected credit loss over the lifetime of the loan taking into account all reasonable and supportable information that is available that includes both internal and external information and this has resulted in an assessed expected credit loss that is immaterial to the Group.
In July 2016, the Group arranged and participated in a €24,000,000 (US$28,521,600) syndicated facility provided to Casa Financiera FINTUR S.A. ("FINTUR"). The facility was subsequently amended in May 2019 through the addition of a second tranche in the principal amount of €12,000,000 (US$14,260,800). The Group had an initial participation of €4,000,000 (US$4,753,600) under the first tranche and a €2,000,000 (US$2,376,800) participation under the second tranche. The term of the facility was due to expire in June 2021 but, with the closure of nearly all Cuban hotels as a result of the COVID-19 pandemic, an additional grace period has been granted and the term has been extended to March 2023. In addition, the amounts outstanding under the two existing tranches of the facility were consolidated into a single tranche. The facility has a fixed interest rate of 8%, and under the renegotiated terms interest was accumulated until 31 December 2020 and is then to be paid in quarterly instalments. With effect from 1 April 2020, the Company and FINTUR agreed to revise the remaining outstanding payments under the FINTUR facility (combining the two tranches into a new single tranche C) and to provide a one-year period of grace on the payment of principal, with a two-year principal payment period thereafter. The first principal payment of the new Tranche C fell due on 30 June 2021 but was waived as a result of the continued closure of the hotels serving as security for payment of the facility. The payment of interest on the facility is current to 30 June 2021. This facility is secured by Euro-denominated off-shore tourism proceeds payable to FINTUR by certain international hotel operators managing hotels in Cuba. The loan to FINTUR represents a financial asset. Based on historical analysis FINTUR has made all payments on time with no defaults since the inception of this facility as well with previous loan facilities. The loan is not repayable on demand. The FINTUR facility has had a significant increase in credit risk since its initial recognition. The loan is assessed at Stage 2 of the IFRS ECL impairment model which therefore requires management to assess the expected credit loss over the lifetime of the loan. Accordingly management has made an assessment of the expected credit loss over the lifetime of the loan taking into account all reasonable and supportable information that is available that includes both internal and external information and this has resulted in an assessed expected credit loss that is immaterial to the Group.
(ii) The Company's subsidiary HOMASI (the foreign shareholder of Miramar) executed a US$7 million confirming and discounting facility with Miramar for the purpose of confirming and discounting supplier invoices relating to the operations of the four Hotels owned by the joint venture company. The facility is financed in part by a €3.5 million credit line received by HOMASI from a Spanish bank for this purpose. The facility is secured by the offshore cash flows generated by the Hotels of Miramar. At 30 June 2021, a total of €1,753,904 (US$2,084,340) was disbursed under the facility. The loan is not repayable on demand. The Miramar facility has had a significant increase in credit risk since its initial recognition. The loan is assessed at Stage 2 of the IFRS ECL impairment model which therefore requires management to assess the expected credit loss over the lifetime of the loan. Accordingly management has made an assessment of the expected credit loss over the lifetime of the loan taking into account all reasonable and supportable information that is available that includes both internal and external information and this has resulted in an assessed expected credit loss that is immaterial to the Group.
The following table details the expected maturities of the loans and lending facilities portfolio based on contractual terms:
|
|
| 30 June 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
|
|
|
|
|
|
| Up to 30 days |
| 1,154,536 |
| 802,523 |
| Between 31 and 90 days |
| 684,121 |
| 223,960 |
| Between 91 and 180 days |
| 2,245,484 |
| 223,960 |
| Between 181 and 365 days |
| 1,110,448 |
| 2,338,673 |
| Over 365 days |
| 17,992,817 |
| 13,614,722 |
|
|
| 23,187,406 |
| 17,203,838 |
7. Equity investments
|
|
| 30 Jun 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
|
|
|
|
|
|
| Miramar S.A. |
| 97,675,136 |
| 103,184,163 |
| Inmobiliaria Monte Barreto S.A. |
| 72,692,223 |
| 81,433,887 |
| TosCuba S.A. |
| 13,000,000 |
| 13,000,000 |
| Grupo B.M. Interinvest Technologies Mariel S.L. |
| 303,175 |
| 303,175 |
|
|
| 183,670,534 |
| 197,921,225 |
|
|
|
Miramar (i) US$ |
| Monte Barreto US$ |
|
TosCuba (ii) US$ |
|
GBM Mariel US$ |
|
Total US$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at 31 December 2019 |
| 127,887,983 |
| 86,702,576 |
| 12,750,000 |
| - |
| 227,340,559 |
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation reserve |
| 57,078 |
| - |
| - |
| - |
| 57,078 |
| Change in fair value of equity investments |
| (41,686,282) |
| (5,443,670) |
| 250,000 |
| - |
| (46,879,952) |
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at 30 June 2020 |
| 86,258,779 |
| 81,258,906 |
| 13,000,000 |
| - |
| 180,517,685 |
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation reserve |
| 12,134,689 |
| - |
| - |
| - |
| 12,134,689 |
| Change in fair value of equity investments |
| 4,790,695 |
| 174,981 |
| - |
| - |
| 4,965,676 |
| Share equity acquired |
| - |
| - |
| - |
| 303,175 |
| 303,175 |
| Balance at 31 December 2020 |
| 103,184,163 |
| 81,433,887 |
| 13,000,000 |
| 303,175 |
| 197,921,225 |
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation reserve |
| (3,254,199) |
| - |
| - |
| - |
| (3,254,199) |
| Change in fair value of equity investments |
| (2,254,828) |
| (8,741,664) |
| - |
| - |
| (10,966,492) |
| Balance at 30 June 2021 |
| 97,675,136 |
| 72,692,223 |
| 13,000,000 |
| 303,175 |
| 186,670,534 |
|
|
|
|
|
|
|
|
|
|
|
|
Below is a description of the equity investments of the Group and the key assumptions used to estimate their fair values.
Monte Barreto
The Group holds the full foreign equity interest of 49% in the Cuban joint venture company Monte Barreto, incorporated in 1996 for the construction and subsequent operation of the Miramar Trade Centre. The Miramar Trade Centre is a six-building complex comprising approximately 80,000 square meters of constructed area of which approximately 56,000 square meters is net rentable area.
The Group is the sole foreign investor in Monte Barreto and holds its 49% interest in the joint venture company through its wholly-owned subsidiary CEIBA MTC Properties Inc. ("CEIBA MTC"), incorporated in Panama. The remaining 51% interest in Monte Barreto is held by the Cuban partner in the joint venture company.
The incorporation and operations of Monte Barreto are governed by a deed of incorporation (including an association agreement and corporate by-laws) dated 7 March 1996 between CEIBA MTC and the Cuban shareholder. Under the Monte Barreto deed of incorporation, Monte Barreto was incorporated for an initial term of 50 years expiring in 2046. All decisions at shareholder meetings require the unanimous agreement of the Cuban and foreign shareholders.
Key assumptions used in the estimated fair value of Monte Barreto:
The fair value of the equity investment in Monte Barreto is determined by the Directors of CEIBA taking into consideration various factors, including estimated future cash flows from the investment, estimated replacement costs, transactions in the private market and other available market evidence to arrive at an appropriate value. The Group also engages an independent valuation firm to perform an independent valuation of the property owned by the joint venture.
The Directors may also take into account additional relevant information that impacts the fair value of the equity investment that has not been considered in the valuation of the underlying property of the joint venture. One such fair value consideration is cash held by the joint venture in excess of its working capital needs ("Excess Cash"). As the valuation of the underlying property only assumes a level of working capital to allow for day-to-day operations, the existence of any Excess Cash needs to be included as an additional component of the fair value of the joint venture company.
In the case of Monte Barreto, the amount of cash required for working capital needs is estimated as the sum of: (i) 30% of tenant deposits, (ii) taxes payable, (iii) dividends declared and payable, (iv) a reserve for employee bonuses, and (v) 2 months of estimated operating expenses. The sum of these amounts is deducted from the balance of cash and cash equivalents of the joint venture with the remaining balance, if any, being considered Excess Cash. At 30 June 2021, the amount of Excess Cash that is included in the fair value of Monte Barreto stated in these financial statements is US$6,297,223 (31 Dec 2020: US$2,494,887).
Cash flows have been estimated for a ten-year period. Cash flows from year 11 onward are equal to the capitalised amount of the cash flows at year 10. The key assumptions used in the discounted cash flow model are the following:
|
| 30 Jun 2021 |
| 31 Dec 2020 |
| Discount rate (after tax) (i) | 11.7% |
| 9.8% |
| Occupancy year 1 | 97.6% |
| 97.3% |
| Average occupancy year 2 to 8 | 96.8% |
| 97.3% |
| Occupancy year 8 and subsequent periods | 97.0% |
| 97.5% |
| Average rental rates per square meter per month - year 1 to 6 | US$26.46 |
| US$27.23 |
| Annual increase in rental rates subsequent to year 7 (ii) | 2.5% |
| 2.5% |
| Capital investments as percentage of rental revenue | 3% |
| 3% |
(i) The effective tax rate is estimated to be 19% (31 Dec 2020: 19%).
(ii) The increase in rental rates in subsequent periods is in-line with the estimated rate of long-term inflation.
Miramar
HOMASI is the foreign shareholder (incorporated in Spain) that owns a 50% share equity interest in the Cuban joint venture company Miramar, which owns the Meliã Habana Hotel in Havana, a 5-star hotel that has 397 rooms. Miramar also owns three beach resort hotels in Varadero known as the Meliã Las Americas, Meliã Varadero and Sol Palmeras Hotels, having an aggregate total of 1,437 rooms (the "Varadero Hotels"). The Meliã Las Americas Hotel and Bungalows is a 5-star luxury beach resort hotel with 340 rooms, including 90 bungalows and 14 suites and began operations in 1994. The 5-star Meliã Varadero Hotel is located next to the Meliã Las Americas Hotel and has 490 rooms, including 7 suites and began operations in 1992. The 4-star Sol Palmeras Hotel is located next to the Meliã Varadero Hotel and has 607 rooms, including 200 bungalows, of which 90 are of suite or deluxe standard and began operations 1990. The remaining share equity interest in Miramar is held by Cubanacán (as to 50%). All decisions at shareholder meetings require the unanimous agreement of the Cuban and foreign shareholders. In 2018, the surface rights for the four hotels of Miramar were extended / granted to 2042.
At 31 December 2020 the Group holds 65% of the share equity of HOMASI, representing a 32.5% interest in Miramar. The remaining 35% interest in HOMASI is held by Meliã Hotels International, representing a 17.5% interest in Miramar, and has been accounted for as a non-controlling interest in these consolidated financial statements.
Key assumptions used in the estimated fair value of Miramar:
The fair value of the equity investment in Miramar is determined by the Directors taking into consideration various factors, including estimated future cash flows from the investment in US$, estimated replacement costs, transactions in the private market and other available market evidence to arrive at an appropriate value. The Group also engages an independent valuation firm to perform independent valuations in US$ of the properties held by the joint venture.
The Directors may also take into account additional relevant information that impacts the fair value of the equity investment that has not been considered in the valuations of the underlying properties of the joint venture. One such fair value consideration is cash held by the joint venture in excess of its working capital needs. As the valuations of the underlying properties only assume a level of working capital to allow for day-to-day operations, the existence of any Excess Cash needs to be included as an additional component of the fair value of the joint venture company.
In the case of Miramar, the amount of cash required for working capital needs is estimated as the sum of: (i) taxes payable, (ii) dividends declared and payable, (iii) trade payables greater than 90 days outstanding, and (iv) 2 months of estimated operating expenses. The sum of these amounts is deducted from the balance of cash and cash equivalents of the joint venture with the remaining balance, if any, being considered Excess Cash. At 30 June 2021, the amount of Excess Cash that is included in the fair value of Miramar stated in these financial statements is US$10,475,136 (31 Dec 2020: US$12,984,162). Cash flows have been estimated for a ten-year period. Cash flows from year 11 onward are equal to the capitalised amount of the cash flows at year 10. The key assumptions used in the discounted cash flow model are the following:
|
| 30 Jun 2021 |
| 31 Dec 2020 |
| Meliã Habana |
|
|
|
| Discount rate (after tax) (i) | 14.8% |
| 13.1% |
| Average occupancy year 1 to 3 | 58.5% |
| 60.3% |
| Occupancy year 4 and subsequent periods | 70% |
| 72.2% |
| Average daily rate per guest - year 1 | US$120.00 |
| US$134.19 |
| Average increase in average daily rate per guest - year 2 to 6 | 6.1% |
| 4.9% |
| Increase in average daily rate per guest subsequent to year 6 (ii) | 3% |
| 2.5% |
| Capital investments as percentage of total revenue | 7% |
| 7% |
|
|
30 Jun 2021 |
|
31 Dec 2020 |
| Meliã Las Americas |
|
|
|
| Discount rate (after tax) (iii) | 14.7% |
| 12.9% |
| Average occupancy year 1 to 3 | 60.4% |
| 63% |
| Occupancy year 4 and subsequent periods | 80% |
| 79.5% |
| Average daily rate per guest - year 1 | US$110.00 |
| US$110.93 |
| Average increase in average daily rate per guest - year 2 to 6 | 12% |
| 11% |
| Increase in average daily rate per guest subsequent to year 6 (ii) | 3% |
| 2.5% |
| Capital investments as percentage of total revenue | 7% |
| 7% |
|
| 30 Jun 2021 |
| 31 Dec 2020 |
| Meliã Varadero |
|
|
|
| Discount rate (after tax) (iii) | 14.7% |
| 12.9% |
| Average occupancy year 1 to 3 | 59% |
| 64.6% |
| Occupancy year 4 and subsequent periods | 80% |
| 80.3% |
| Average daily rate per guest - year 1 | US$95.00 |
| US$97.88 |
| Average increase in average daily rate per guest - year 2 to 6 | 6% |
| 6% |
| Increase in average daily rate per guest subsequent to year 6 (ii) | 3% |
| 2.5% |
| Capital investments as percentage of total revenue | 7% |
| 7% |
|
|
|
|
|
| Sol Palmeras |
|
|
|
| Discount rate (after tax) (iii) | 14.7% |
| 12.9% |
| Average occupancy year 1 to 3 | 57.5% |
| 65.1% |
| Occupancy year 4 and subsequent periods | 80% |
| 81.8% |
| Average daily rate per guest - year 1 | US$80.00 |
| US$86.75 |
| Increase in average daily rate per guest - year 2 | 10% |
| 12% |
| Average increase in average daily rate per guest - year 3 to 6 | 5% |
| 5% |
| Increase in average daily rate per guest subsequent to year 6 (ii) | 3% |
| 2.5% |
| Capital investments as percentage of total revenue | 7% |
| 7% |
(i) The effective tax rate is estimated to be 19% (31 Dec 2020: 19%).
(ii) The increase in the average daily rate per guest in subsequent periods is in-line with the estimated rate of long-term inflation.
(iii) The effective tax rate is estimated to be 21% (31 Dec 2020: 21%).
Sensitivity to changes in the estimated rental rates / average daily rates
The discounted cash flow models include estimates of the future rental rates / average daily rates of the joint venture companies. Actual rental rates / average daily rates may differ from these estimates due to several factors including the general business climate and economic conditions, the strength of the overall tourism market and the influence of competitors. Therefore, the following tables detail the change in fair values of the equity investments, when applying what Management considers to be the reasonable possible spread in rental rates / average daily rates of between 15% lower and 15% higher compared to the rates used in these consolidated financial statements.
The following table details the fair values of the equity investments at 30 June 2021 when applying lower rental rates / average daily rates:
|
| Financial statements |
|
-5% |
|
-10% |
|
-15% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 72,692,223 |
| 69,477,787 |
| 66,263,351 |
| 63,048,915 |
|
|
|
|
|
|
|
|
|
| Miramar | 97,675,136 |
| 94,873,410 |
| 92,071,683 |
| 89,269,958 |
The following table details the fair values of the equity investments at 30 June 2021 when applying higher rental rates / average daily rates:
|
| Financial statements |
|
+5% |
|
+10% |
|
+15% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 72,692,223 |
| 75,906,659 |
| 79,121,094 |
| 82,335,530 |
|
|
|
|
|
|
|
|
|
| Miramar | 97,675,136 |
| 100,476,863 |
| 103,278,590 |
| 106,080,318 |
The following table details the fair values of the equity investments at 31 December 2020 when applying lower rental rates / average daily rates:
|
| Financial statements |
|
-5% |
|
-10% |
|
-15% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 81,433,887 |
| 77,430,040 |
| 73,426,194 |
| 69,422,348 |
|
|
|
|
|
|
|
|
|
| Miramar | 103,184,163 |
| 99,236,033 |
| 95,287,903 |
| 91,330,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table details the fair values of the equity investments at 31 December 2020 when applying higher rental rates / average daily rates:
|
| Financial statements |
|
+5% |
|
+10% |
|
+15% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 81,433,887 |
| 85,437,733 |
| 89,441,579 |
| 93,445,426 |
|
|
|
|
|
|
|
|
|
| Miramar | 103,184,163 |
| 107,132,293 |
| 111,080,424 |
| 115,028,555 |
|
|
|
|
|
|
|
|
|
Sensitivity to changes in the occupancy rates
The discounted cash flow models include estimates of the future occupancy rates of the joint venture companies. Actual occupancy rates may differ from these estimates due to several factors including the general business climate and economic conditions, the strength of the overall tourism market and the influence of competitors. Therefore, the following tables detail the change in fair values of the equity investments, when applying what Management considers to be the reasonable possible spread in occupancy rates of between 15% lower and 15% higher compared to the rates used in these consolidated financial statements.
The following table details the fair values of the equity investments at 30 June 2021 when applying lower occupancy rates:
|
| Financial statements |
|
-5% |
|
-10% |
|
-15% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 72,692,223 |
| 69,448,359 |
| 66,203,468 |
| 62,957,362 |
|
|
|
|
|
|
|
|
|
| Miramar | 97,675,136 |
| 95,166,813 |
| 92,658,490 |
| 90,112,935 |
The following table details the fair values of the equity investments at 30 June 2021 when applying higher occupancy rates:
|
| Financial statements |
|
+5% |
|
+10% |
|
+15% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto (i) | 72,692,223 |
| 73,257,393 |
| n/a |
| n/a |
|
|
|
|
|
|
|
|
|
| Miramar | 97,675,136 |
| 100,183,460 |
| 102,691,784 |
| 105,200,109 |
|
|
|
|
|
|
|
|
|
(i) In the case of Monte Barreto, only a constant occupancy rate of 100% is shown under the increase of 5% as projected occupancy is already above or equal to 95%.
The following table details the fair values of the equity investments at 31 December 2020 when applying lower occupancy rates:
|
| Financial statements |
|
-5% |
|
-10% |
|
-15% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 81,433,887 |
| 77,438,281 |
| 73,442,960 |
| 69,447,975 |
|
|
|
|
|
|
|
|
|
| Miramar | 103,184,163 |
| 98,256,156 |
| 93,324,630 |
| 88,330,847 |
|
|
|
|
|
|
|
|
|
The following table details the fair values of the equity investments at 31 December 2020 when applying higher occupancy rates:
|
| Financial statements |
|
+5% |
|
+10% |
|
+15% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto (i) | 81,433,887 |
| 86,441,244 |
| n/a |
| n/a |
|
|
|
|
|
|
|
|
|
| Miramar | 103,184,163 |
| 108,112,170 |
| 113,040,178 |
| 117,968,186 |
|
|
|
|
|
|
|
|
|
(i) In the case of Monte Barreto, only a constant occupancy rate of 100% is shown under the increase of 5% as projected occupancy is already above or equal to 95%.
Sensitivity to changes in the discount and capitalisation rates
The discount and capitalisation rates used in the discounted cash flow models have been estimated taking into various factors including the current risk-free interest rate, country risk rate and other industry factors. Different methodologies or assumptions may lead to an increase or decrease in the discount and capitalisation rates. Therefore, the following tables detail the change in fair values of the equity investments when applying what Management considers to be the reasonable possible spread in the discount and capitalisation rates of between 3% lower and 3% higher compared to the rates used in these consolidated financial statements. The following table details the fair values of the equity investments at 30 June 2021 when applying lower discount and capitalization rates:
|
| Financial statements |
|
-1% |
|
-2% |
|
-3% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 72,692,223 |
| 79,699,714 |
| 88,630,615 |
| 100,422,985 |
|
|
|
|
|
|
|
|
|
| Miramar | 97,675,136 |
| 106,217,170 |
| 116,462,980 |
| 128,975,571 |
The following table details the fair values of the equity investments at 30 June 2021 when applying higher discount and capitalization rates:
|
| Financial statements |
|
+1% |
|
+2% |
|
+3% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 72,692,223 |
| 67,040,031 |
| 62,378,994 |
| 58,464,952 |
|
|
|
|
|
|
|
|
|
| Miramar | 97,675,136 |
| 90,445,701 |
| 84,248,795 |
| 78,878,721 |
The following table details the fair values of the equity investments at 31 December 2020 when applying lower discount and capitalization rates:
|
| Financial statements |
|
-1% |
|
-2% |
|
-3% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 81,433,887 |
| 92,593,656 |
| 107,725,093 |
| 129,348,178 |
|
|
|
|
|
|
|
|
|
| Miramar | 103,184,163 |
| 113,376,155 |
| 125,923,155 |
| 141,725,407 |
|
|
|
|
|
|
|
|
|
The following table details the fair values of the equity investments at 31 December 2020 when applying higher discount and capitalization rates:
|
| Financial statements |
|
+1% |
|
+2% |
|
+3% |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 81,433,887 |
| 72,875,764 |
| 66,111,224 |
| 60,633,360 |
|
|
|
|
|
|
|
|
|
| Miramar | 103,184,163 |
| 94,749,345 |
| 87,659,357 |
| 81,620,744 |
|
|
|
|
|
|
|
|
|
Sensitivity to changes in the estimation of Excess Cash
The fair values of the equity investments have been estimated using the discounted cash flow method and adjusted for the Excess Cash held by the joint venture companies. Within the calculation of Excess Cash, it is estimated that the joint ventures will maintain a sufficient cash balance for working capital purposes equal to the equivalent of two months' operating expenses.
The amount of cash on hand required for working capital purposes may fluctuate due to a change in the aging of receivables and payables of the joint venture companies. Management believes that the maximum amount of cash that would be required to be kept on hand would not exceed three months of operating expenses. Therefore the following table details the changes in fair values of the equity investments at 30 June 2021 if the number of months of operating expenses used in the calculation is increased by an additional 1 to 3 months in comparison to the calculation used in these consolidated financial statements.
|
| Financial statements |
|
+ 1 month |
|
+ 2 months |
|
+ 3 months |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 72,692,223 |
| 72,478,926 |
| 72,265,629 |
| 72,052,332 |
|
|
|
|
|
|
|
|
|
| Miramar | 97,675,136 |
| 96,014,524 |
| 94,353,912 |
| 92,693,300 |
The following table details the changes in fair values of the equity investments at 31 December 2020 if the number of months of operating expenses used in the calculation is increased by an additional 1 to 3 months in comparison to the calculation used in these consolidated financial statements.
|
| Financial statements |
|
+ 1 month |
|
+ 2 months |
|
+ 3 months |
|
| US$ |
| US$ |
| US$ |
| US$ |
|
|
|
|
|
|
|
|
|
| Monte Barreto | 81,433,887 |
| 81,195,665 |
| 80,957,443 |
| 80,719,222 |
|
|
|
|
|
|
|
|
|
| Miramar | 103,184,163 |
| 101,161,741 |
| 99,139,318 |
| 97,116,896 |
|
|
|
|
|
|
|
|
|
A reduction in the number of months of operating expenses used in the calculation would increase the changes in fair values of the equity investments at 30 June 2021 and 31 December 2020, however this is considered unlikely and therefore the related sensitivities have not been shown.
TosCuba
At 30 June 2021 the Group owned an indirect 80% interest in Mosaico Hoteles S.A. ("Mosaico Hoteles"), which in turn has a 50% share equity interest in TosCuba, a Cuban joint venture company that is developing a 400 room 4-star hotel at Playa Maria Aguilar near the city of Trinidad, Cuba. The Group has made capital contributions of US$8,000,000 (31 Dec 2020: US$8,000,000) to TosCuba.
In 2019, TosCuba was awarded a US$10 million grant under the Spanish Cuban Debt Conversion Programme, a Spanish-Cuba initiative aimed at promoting Spanish private sector investments in Cuba under which outstanding bilateral debts owed to Spain by Cuba may be settled through awards granted to investment projects in Cuba from a special countervalue fund created for this purpose. Under these awards, local currency invoices relating to services and materials received in Cuba in the course of constructing the projects are paid from the countervalue fund on behalf of the joint ventures. The 50% interest of the Group in amounts received under the programme by TosCuba have been recorded as a change in the fair value in the investment in TosCuba.
The capital contributions made by the Company plus its share of the cash grants received by TosCuba under the Spanish Cuban Debt Conversion Programme have been determined to be the best observable measure of the Company's interest in the fair value of TosCuba. The Director's have determined that the fair value of TosCuba is reasonable taking into consideration the current percentage of completion of the hotel construction and the estimated cost to completion, the projected value of the hotel upon completion and current debt level of TosCuba.
Dividend income from equity investments
Dividend income (including participation payments) from the equity investments above during the period is as follows:
|
| 6 months 30 Jun 2021 |
| 6 months 30 Jun 2020 |
|
| US$ |
| US$ |
|
|
|
|
|
| Monte Barreto | 513,673 |
| 573,963 |
| Miramar | - |
| 6,310,596 |
|
| 513,673 |
| 6,884,559 |
8. Accounts payable and accrued expenses
|
|
| 30 Jun 2021 |
| 31 Dec 2020 |
|
|
|
| US$ |
| US$ |
|
| Management fees payable |
| 2,960,441 |
| 1,565,065 | |
| Accrued interest payable |
| 743,820 |
| - | |
| Due to shareholders |
| 5,650 |
| 5,926 | |
| Due to Meliã Hotels International SA (i) |
| 176,941 |
| 176,941 | |
| Accrued professional fees |
| 288,928 |
| 223,349 |
|
| Accrued Directors' fees |
| 37,511 |
| - |
|
| Other accrued expenses |
| 86,672 |
| 186,127 |
|
| Other accounts payable |
| 18,000 |
| 57,891 |
|
|
|
| 4,317,965 |
| 2,215,299 |
|
|
|
|
|
|
|
|
| Current portion |
| 3,188,256 |
| 1,085,590 |
|
| Non-current portion |
| 1,129,709 |
| 1,129,709 |
|
(i) Amounts due to Meliã Hotels International S.A. represent funds held for disbursement under the TosCuba Construction Facility.
The future maturity profile of accounts payable and accrued expenses based on undiscounted contractual payments:
|
|
| 30 Jun 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
|
|
|
|
|
|
| Up to 30 days |
| 901,994 |
| 179,136 |
| Between 31 and 90 days |
| 235,437 |
| - |
| Between 91 and 180 days |
| 1,868,233 |
| 606,842 |
| Between 181 and 365 days |
| 182,592 |
| 299,612 |
| Greater than 365 days |
| 1,129,709 |
| 1,129,709 |
|
|
| 4,317,965 |
| 2,215,299 |
9. Short-term borrowings
|
|
| 30 Jun 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
| Short-term finance facility (i) |
| 1,838,771 |
| - |
|
|
| 1,838,771 |
| - |
(i) Bank credit line held by HOMASI (see note 6 for further details concerning the economic terms and the nature of the facility).
10. Convertible bonds
|
|
| 30 Jun 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
| Convertible bonds (ii) |
| 29,752,768 |
| - |
|
|
| 29,752,768 |
| - |
|
|
|
|
|
|
| Current portion |
| - |
| - |
| Non-current portion |
| 29,752,768 |
| - |
(ii) On 31 March 2021, the Company completed the issue of €25,000,000 (US$29,752,768) 10.00% senior unsecured convertible bonds ("Bonds"). The Bonds were listed on The International Stock Exchange (Channel Islands) on 13 April 2021. The Bonds have a term of 5 years expiring on 31 March 2026, an interest rate of 10.00%, payable quarterly, and are convertible at the option of the Bondholder to Ordinary Shares of the Company, at any time, at a conversion price equal to the Euro equivalent of £1.043 (at the time of conversion, subject to adjustments). After three years, the Company may redeem the Bonds in advance of their expiry in principal amounts of €2,500,000 or multiples thereof. The interest expense related to the Bonds during the period was US$743,820.
The future maturity profile of accounts payable and accrued expenses based on undiscounted contractual payments:
|
|
| 30 Jun 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
|
|
|
|
|
|
| Greater than 365 days |
| 29,752,768 |
| - |
|
|
| 29,752,768 |
| - |
11. Net asset value
The net asset value attributable to the shareholders of the Group ("NAV") is calculated as follows:
|
|
|
| 30 Jun 2021 US$ |
| 31 Dec 2020 US$ |
|
|
|
|
|
|
|
| Total assets |
|
| 256,268,429 |
| 239,297,994 |
| Total liabilities |
|
| (38,215,810) |
| (5,048,632) |
| Less: non-controlling interests |
|
| (37,831,425) |
| (39,823,748) |
| NAV |
|
| 180,194,167 |
| 194,425,614 |
| Number of ordinary shares issued |
|
| 137,671,576 |
| 137,671,576 |
| NAV per share |
|
| 1.31 |
| 1.41 |
12. Reportable operating segments
IFRS 8 requires the Group to report on where primary business activities are engaged and where the Group earns revenue, incurs expenses and where operating results are reviewed by chief operating decision maker about resources allocated to the segment and assess its performance and for which discrete financial information is available. The primary segment reporting format of the Group is determined to be business segments as the Group's business segments are distinguishable by distinct financial information provided to and reviewed by the chief operating decision maker in allocating resources arising from the products or services engaged by the Group. No geographical information is reported since all investment activities are located in Cuba. The operating businesses are organised and managed separately through different companies. For management purposes, the Group is currently organised into three business segments:
Ø Commercial property: Activities concerning the Group's interests in commercial real estate investments in Cuba.
Ø Tourism / Leisure: Activities concerning the Group's interests in hotel investments in Cuba and operations of a travel agency that provides services to international clients for travel to Cuba.
Ø Other: Includes interest from loans and lending facilities, the Group entered into the Construction Facility with TosCuba for the purpose of extending to TosCuba part of the funding necessary for the construction of the Meliã Trinidad Playa Hotel and also includes a facility provided to FINTUR (see note 6).
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating income or loss and is measured consistently with operating income or loss in the consolidated financial statements. The Group has applied judgment by aggregating its operating segments according to the nature of the underlying investments. Such judgment considers the nature of operations, types of customers and an expectation that operating segments within a reportable segment have similar long-term economic characteristics.
|
| 30 June 2021 US$ | |||
|
| Commercial property | Tourism / Leisure | Other | Total
|
| Total assets | 96,928,020 | 133,412,597 | 25,927,812 | 256,268,429 |
| Total liabilities | (15,372,714) | (22,870,123) | - | (38,242,837) |
| Total net assets | 81,555,306 | 110,542,474 | 25,927,812 | 218,025,592 |
|
|
|
|
|
|
| Dividend income | 513,673 | - | - | 513,673 |
| Other income | - | - | 1,078,562 | 1,078,562 |
| Change in fair value of equity investments | (8,741,664) | (2,254,828) | - | (10,996,492) |
| Allocated expenses | (1,029,590) | (1,092,649) | (1,163,062) | (3,285,301) |
| Foreign exchange loss | - | - | (188,017) | (188,017) |
| Net loss | (9,257,581) | (3,347,477) | (272,517) | (12,877,575) |
|
Other comprehensive loss | - | (3,346,195) | - | (3,346,195) |
| Total comprehensive loss | (9,257,581) | (6,693,672) | (272,517) | (16,223,770) |
|
| 31 December 2020 US$ |
| |||
|
| Commercial property | Tourism / Leisure | Other | Total
|
|
|
|
|
|
|
|
|
| Total assets | 85,371,003 | 123,678,118 | 30,248,873 | 239,297,994 |
|
| Total liabilities | (1,977,422) | (3,071,210) | - | (5,048,632) |
|
| Total net assets | 83,393,581 | 120,606,908 | 30,248,873 | 234,249,362 |
|
|
|
|
|
|
|
|
|
| 6 months ended 30 June 2020 US$ | ||||
| Dividend income | 573,963 | 6,310,596 | - | 6,884,559 |
|
| Other income | - | 704,287 | 608 | 704,895 |
|
| Change in fair value of equity investments | (5,443,670) | (41,436,282) | - | (46,879,952) |
|
| Allocated expenses | (293,790) | (1,947,452) | (114) | (2,241,356) |
|
| Foreign exchange loss | - | - | (394,798) | (394,798) |
|
| Net loss | (5,163,497) | (36,368,851) | (394,304) | (41,926,652) |
|
|
Other comprehensive income | - | 334,802 | - | 334,802 |
|
| Total comprehensive loss | (5,163,497) | (36,034,049) | (394,304) | (41,591,850) |
|
13. Related party disclosures
Compensation of Directors
Each Director receives a fee of £35,000 (US$48,367) per annum with the Chairman receiving £40,000 (US$55,276). The Chairman of the Audit Committee also receives an annual fee of £40,000 (US$55,276). The Chairman and Directors are also reimbursed for other expenses properly incurred by them in attending meetings and other business of the Group. No other compensation or post-employment benefits are provided to Directors. Total Directors' fees including the fees of the Chairman, for the period ended 30 June 2021 were US$124,085 (six months to 30 June 2020: US$112,846).
Transactions with other related parties
Transactions and balances between the Group and the joint venture companies included within the equity investments of the Group are detailed in notes 5, 6, 7 and 8.
CPC and GrandSlam Limited, wholly-owned subsidiaries of the Group, lease office space totalling 319 square meters from Monte Barreto, a commercial property investment in which the Group holds a 49% interest. The rental charges paid under these leases are accounted for in operational costs and for the period ended 30 June 2021 amounted to US$12,249 (30 June 2020:US$10,259) with an average rental charge per square meter at 30 June 2021 of US$37.64 (2020: US$37.64) plus an administration fee of US$9.75 per square meter. The Group has elected to use the recognition exemption for lease contracts that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option. The Group has assessed that there is not a material impact to the consolidated financial statements as a result of the adoption of IFRS 16.
Transactions with Investment Manager
ASFML is a wholly-owned subsidiary of abrdn plc which has an interest at 30 June 2021 in 9,747,852 shares of the stated capital (2020: 9,747,852).
Interests of Directors and Executives in the stated capital
At 30 June 2021 John Herring, a Director of CEIBA, had an indirect interest in 40,000 shares (2020: 40,000 shares).
At 30 June 2021 Peter Cornell, a Director of CEIBA, has an indirect interest in 100,000 shares (2020: 100,000 shares).
At 30 June 2021 Trevor Bowen a Director of CEIBA, has an indirect interest in 43,600 shares (2020: 43,600 shares).
At 30 June 2021 Colin Kingsnorth, a Director of CEIBA, is a director and shareholder of Laxey Partners Limited ("Laxey"). Laxey holds 23,736,481 shares (2020: 17,303,252 shares). Funds managed by Laxey hold 7,242,835 shares (2020: 13,676,064 shares).
At 30 June 2021 Sebastiaan A.C. Berger, the Investment Manager's fund manager and Chief Executive Officer of CEIBA, has an interest in 3,273,081 shares (2020: 3,273,081 shares)
At 30 June 2021 Cameron Young, Chief Operating Officer of CEIBA, has an indirect interest in 4,129,672 shares (2020: 4,129,672 shares).
At 30 June 2021 Paul S. Austin, Chief Financial Officer of CEIBA, has an interest in 144,000 shares (2020: 144,000).
Interests of Directors, Executives and Shareholders in the Convertible Bonds
At 30 June 2021, Shareholders of CEIBA had an interest of €10,900,000 (US$12,953,560) in the Convertible Bonds (see note 10).
14. Basic and diluted earnings per share
Basic earnings per share
The earnings (loss) per share have been calculated on a weighted-average basis and are arrived at by dividing the net income for the year/period attributable to shareholders by the weighted-average number of shares in issue.
|
| 30 June 2021 US$ |
| 30 June 2020 US$ |
| Weighted average of ordinary shares in issue | 137,671,576 |
| 137,671,576 |
| Net loss for the period attributable to the shareholders | (12,056,422) |
| (29,453,418) |
| Basic loss per share | (0.09) |
| (0.21) |
Diluted earnings per share
The diluted earnings (loss) per share have been calculated by dividing the adjusted net income for the year/period attributable to shareholders by the number of diluted ordinary shares.
|
| 30 June 2021 US$ |
| 30 June 2020 US$ |
| Diluted ordinary shares (i) | 158,246,099 |
| 137,671,576 |
| Adjusted net loss for the period attributable to the shareholders (ii) | (11,312,602) |
| (29,453,418) |
| Diluted loss per share | (0.07) |
| (0.21) |
(i) The diluted ordinary shares have been calculated on the assumption that the €25,000,000 (US$29,752,768) 10.00% senior unsecured convertible bonds (see note 10) are converted at a conversion price equal to the Euro equivalent of £1.043 (€1.2151 / US$1.4413) giving a total of 20,574,523 ordinary shares.
(ii) The net loss for the period attributable to the shareholders has been adjusted for items related to the 10.00% senior unsecured convertible bonds.
15. Commitments and contingencies
Operating lease commitments
The rental charges paid under operating leases accounted for in operational costs of the statement of comprehensive income for the period ended 30 June 2021 amounted to US$12,250 (2020: US$10,259 ).
TosCuba Construction Facility
In April 2018, the Group entered into the TosCuba Construction Facility for the purpose of extending to TosCuba part of the funding necessary for the construction of the Meliã Trinidad Península Hotel. The Construction Facility is in the maximum principal amount of US$45,000,000, divided into two separate tranches of US$22,500,000 each, US$21,530,045 (31 Dec 2020: US$20,502,533) of which has been advanced as at 30 June 2021. The Group has the right to syndicate Tranche B of the Construction Facility to other lenders (see note 6). The Construction Facility was amended in August 2021 (see note 19).
FINTUR Facility
Since 2002, the Company has arranged and participated in numerous secured finance facilities extended to FINTUR, the Cuban government financial institution for Cuba's tourism sector. The rights of the Company under these facilities are limited to receiving principal and interest payments (SPPI model). The facilities are fully secured by offshore tourism proceeds from numerous internationally managed hotels.
The Group has a successful 19-year track record of arranging and participating in over €150 million of facilities extended to FINTUR, with no defaults occurring during this period.
The Company had a €4,000,000 participation in Tranche A as well as a €2,000,000 participation in Tranche B of the most recent facility executed in March 2016 and amended in 2019. The total four-year facility had a full principal amount of €36,000,000 with an 8% interest rate. The facility was operating successfully without delay or default until March 2020, at which time all Cuban hotels were ordered to be closed as a result of the COVID-19 pandemic. The Company subsequently granted a further grace period to FINTUR and consolidated all amounts then outstanding under the two existing tranches into a new Tranche C. As at 30 June 2021 the principal amount of €1,716,667 (US$2,043,025) (31 Dec 2020: €1,716,667 (US$2,110,795)) was outstanding under the Company's participation in Tranche C of the facility.
16. Financial risk management
Introduction
The Group is exposed to financial risks that are managed through a process of identification, measurement and monitoring and subject to risk limits and other controls. The objective of the Group is, consequently, to achieve an appropriate balance between risk and benefits, and to minimise potential adverse effects arising from its financial activity.
The main risks arising from the Group's financial instruments are market risk, credit risk and liquidity risks. Management reviews policies for managing each of these risks and they are summarised below. These policies have remained unchanged since the beginning of the period to which these consolidated financial statements relate.
Market risk
Market risk is the risk that the fair value of future cash flows of financial instruments will fluctuate due to changes in market variables. Market price risk comprises two types of risks: foreign currency risk and interest rate risk. The Group is not materially exposed to market price risk.
(i) Foreign currency risk
Currency risk is the risk that the value of a financial instrument denominated in a currency other than the functional currency will fluctuate due to changes in foreign exchange rates.
The statement of comprehensive income and the net value of assets can be affected by currency translation movements as certain assets and income are denominated in currencies other than US$.
Management has identified the following three main areas of foreign currency risk:
· Movements in rates affecting the value of loans and advances denominated in Euros;
· Movements in rates affecting the value of cash and cash equivalents denominated in Euros; and
· Movements in rates affecting any interest income received from loans and advances denominated in Euros.
n
The sensitivity of the income (loss) to a variation of the exchange rate (EUR/US$) in relation to Euro denominated assets is the following:
| Effect of the variation in the foreign exchange rate % |
|
Income (loss) 30 June 2021 US$ |
Income (loss) 30 June 2020 US$ |
| +15 +20 -15 -20 |
| 694,842 926,457 (694,842) (926,457) | 1,368,760 1,825,014 (1,368,760) (1,825,014) |
(ii) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows may fluctuate due to changes in market interest rates.
At any time that it is not fully invested in equities, surplus funds may be invested in fixed-rate and floating-rate securities both in Euro and in currencies other than Euro. Although these are generally short-term in nature, any change to the interest rates relevant for particular securities may result in either income increasing or decreasing, or management being unable to secure similar returns on the expiry of contracts or the sale of securities. In addition, changes to prevailing rates or changes in expectations of future rates may result in an increase or decrease in the value of securities held. In general, if interest rates rise, income potential also rises but the value of fixed rate securities may decline. A decline in interest rates will in general have the opposite effect.
As the only interest-bearing financial instruments held by the Group are fixed rate assets measured at amortised cost, the Group has no material interest rate risk and therefore no sensitivity analysis has been presented.
The interest rate risk profile of the Group's consolidated financial assets was as follows:
|
| Total US$ |
| Fixed rate US$ |
| Floating rate US$ |
| Non-interest bearing US$ |
|
|
|
|
|
|
|
|
|
| 30 June 2021 |
|
|
|
|
|
|
|
| Equity investments (US$) | 183,670,534 |
| - |
| - |
| 183,670,534 |
| Loans and lending facilities (€) | 5,294,008 |
| 5,294,008 |
| - |
| - |
| Loans and lending facilities (US$) | 17,893,398 |
| 17,893,398 |
| - |
| - |
| Accounts receivable and accrued income (US$) | 16,659,868 |
| - |
| - |
| 16,659,868 |
| Accounts receivable and accrued income (€) | 210,541 |
| - |
| - |
| 210,541 |
| Cash at bank (€) | 31,685,615 |
| - |
| - |
| 31,685,615 |
| Cash at bank (US$) | 243,425 |
| - |
| - |
| 243,425 |
| Cash at bank (GBP) | 80,358 |
| - |
| - |
| 80,358 |
| Cash on hand (GBP) | 276 |
| - |
| - |
| 276 |
| Cash on hand (€) | 6,369 |
| - |
| - |
| 6,369 |
| Cash on hand (US$) | 2,225 |
| - |
| - |
| 2,225 |
| Cash on hand (CUC) | 4,170 |
| - |
| - |
| 4,170 |
|
| Total US$ |
| Fixed rate US$ |
| Floating rate US$ |
| Non-interest bearing US$ |
| 31 December 2020 |
|
|
|
|
|
|
|
| Equity investments (US$) | 197,921,225 |
| - |
| - |
| 197,921,225 |
| Loans and lending facilities (€) | 4,116,169 |
| 4,116,169 |
| - |
| - |
| Loans and lending facilities (US$) | 16,106,466 |
| 16,106,466 |
| - |
| - |
| Accounts receivable and accrued income (US$) | 16,052,751 |
| - |
| - |
| 16,052,751 |
| Accounts receivable and accrued income (€) | 296,925 |
| - |
| - |
| 296,925 |
| Cash at bank (€) | 3,992,756 |
| - |
| - |
| 3,992,756 |
| Cash at bank (US$) | 210,970 |
| - |
| - |
| 210,970 |
| Cash at bank (GBP) | 61,654 |
| - |
| - |
| 61,654 |
| Cash on hand (€) | 272 |
| - |
| - |
| 272 |
| Cash on hand (US$) | 130 |
| - |
| - |
| 130 |
| Cash on hand (CUC) | 1,058 |
| - |
| - |
| 1,058 |
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation, expected credit losses are measured using probability of default, exposure at default and loss given default. Management considers both historical analysis and forward-looking information in determining an expected credit loss. Refer to note 6 for the assessment of the expected credit loss for loans and lending facilities.
Maximum exposure to credit risk
The table below shows the maximum exposure to credit risk for each component of the consolidated statement of financial position as well as future loan commitments, irrespective of guarantees received:
|
| 30 Jun 2021 US$ |
| 31 Dec 2020 US$ |
|
|
|
|
|
| Loans and lending facilities | 23,187,406 |
| 20,222,635 |
| Future loan commitments (TosCuba Construction Facility) (i) | 29,969,954 |
| 30,997,467 |
| Accounts receivable and accrued income | 16,870,409 |
| 16,349,676 |
| Cash and cash equivalents | 32,022,438 |
| 4,270,860 |
| Total maximum exposure to credit risk | 102,050,207 |
| 71,840,638 |
(i) The TosCuba Construction Facility is secured by future income of the hotel under construction and 50% of the principal construction facility amount is further secured by a guarantee given by Cubanacán S.A., Corporación de Turismo y Comercio Internacional, the Cuban shareholder of TosCuba S.A., backed by income from another hotel in Cuba.The facilities are assessed at stage 2 of the IFRS ECL impairment model, management has assessed the expected credit loss over the lifetime of the future loan commitments to be immaterial to the Group.
The Group holds its cash and cash equivalents at financial institutions located in the countries listed below. Also included in the following table are the credit ratings of the corresponding financial institutions, as determined by Moody's:
|
| Credit |
| 30 Jun 2021 |
| 31 Dec 2020 |
|
| Rating |
| US$ |
| US$ |
| Cash at bank |
|
|
|
|
|
| Cuba | Caa2 |
| 195,365 |
| 183,540 |
| Guernsey | A2 |
| 28,519,371 |
| 152,420 |
| Spain | Ba3 |
| - |
| 2,956,003 |
| Spain | A2 |
| 1,197,803 |
| 20,538 |
| Spain | Baa2 |
| 2,096,859 |
| 952,879 |
|
|
|
| 32,009,398 |
| 4,265,380 |
| Cash on hand |
|
|
|
|
|
| Spain |
|
| - |
| - |
| Cuba |
|
| 13,040 |
| 5,480 |
|
|
|
|
|
|
|
|
|
|
| 13,040 |
| 5,480 |
|
|
|
|
|
|
|
| Total cash and cash equivalents |
|
| 32,022,438 |
| 4,270,680 |
Guarantees received
The amount and type of guarantees required depends on an assessment of the credit risk of the counter-party. The Group has neither financial nor non-financial assets obtained as property on executed guarantees. See note 6 regarding guarantees obtained for loans and lending facilities.
Liquidity risk
Liquidity risk is the risk that the Group will encounter in realising its non-cash assets or otherwise raising funds to meet financial commitments. Assets principally consist of unlisted securities and loans, which are not readily realisable. If the Group, for whatever reason, wished to dispose of these assets quickly, the realisation values may be lower than those at which the relevant assets are held in the consolidated statement of financial position. (For maturities of financial assets and liabilities refer to note 5, 6, 9 and 10).
Although the Group has a number of liabilities (see note 8 - Accounts payable and accrued expenses, note 9 - Short-term borrowings, note 10 - Convertible bonds and note 16 - commitments and contingencies), Management assesses the liquidity risk of the Group to be low because the Group has a sufficient amount of cash and cash equivalents.
On 31 March 2020, the Company issued €25,000,000 (US$29,752,768) in convertible bonds (see note 10). The Bonds have a term of 5 years expiring on 31 March 2026, an interest rate of 10.00%, payable quarterly, and are convertible at the option of the Bondholder to Ordinary Shares of the Company. The Group currently has sufficient cash and cash equivalents to cover the quarterly interest payments.
The Group also has entered into the Construction Facility for the purpose of extending to TosCuba part of the funding necessary for the construction of the Meliã Trinidad Península Hotel (see note 6). The Construction Facility is in the maximum principal amount of US$45,000,000 of which US$21,530,045 was disbursed as at 30 June 2021 (31 December 2020: US$20,502,533) and the participation of the Group was US$17,133,979 (31 December 2020: US$16,106,466). The Group has the right to syndicate Tranche B of the Construction Facility to other lenders.
The principal of the Construction Facility is to be disbursed on a monthly basis on the percentage of construction completed in each preceding month. Prior to the COVID-19 pandemic, it was anticipated that the full amount of the Construction Facility would be disbursed by the end of 2020. However, the timing of construction has been affected by the pandemic and consequently the disbursement of the principal under the Construction Facility has been delayed and it is now anticipated that the final disbursement under the Construction Facility will be in the fourth quarter of 2022. The Group currently has sufficient cash and cash equivalents to cover the full disbursement of the Construction Facility (see note 10 concerning the Bond Issue).
The estimated timing of cash outflows under the TosCuba Construction Facility entered into in April 2018 are as follows:
|
|
| 30 June 2021 |
| 31 Dec 2020 |
|
|
| US$ |
| US$ |
|
|
|
|
|
|
| Between 31 and 90 days |
| 2,969,954 |
| 485,606 |
| Between 91 and 180 days |
| 8,000,000 |
| 3,011,861 |
| Between 181 and 1 year |
| 16,000,000 |
| 19,000,000 |
| Over 365 days |
| 3,000,000 |
| 8,500,000 |
|
|
| 29,969,954 |
| 30,997,467 |
Capital management
The Group maintains an actively managed capital base to cover risks inherent in the business. The Group manages its capital structure and makes adjustments in the light of changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividend payment to shareholders. No changes were made in the objectives, policies, and processes from the previous period.
The capital base managed by the Group is composed of stated capital, reserves and retained profits that amount at 30 June 2021 and 31 December 2020 to a total of US$218,025,592 and US$234,249,362, respectively.
17. Fair value disclosures
Key sources of estimation uncertainty
Determining fair values
The determination of fair values for investment and financial assets and liabilities for which there is no observable market price requires the use of valuation techniques. For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgement depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.
Critical accounting judgements in applying the Group's accounting estimates
Valuation of financial instruments
The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements:
· Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
· Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques for which all significant inputs are directly or indirectly observable from market data.
· Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
Fair values of financial assets and financial liabilities that are traded in active markets are based on quoted prices or dealer price quotations. The Group does not currently have any financial assets or financial liabilities trading in active markets.
For all other financial instruments, the Group determines fair values using valuation techniques. Valuation techniques include net present value and discounted cash flow models, comparison to similar instruments for which market observable prices exist and other valuation models. Assumptions and inputs used in valuation techniques include risk-free and benchmark interest rates and foreign currency exchange rates. The objective of valuation techniques is to arrive at a fair value determination that reflects the price of the financial instrument at the reporting date that would have been determined by market participants acting at arm's length.
For certain instruments, the Group uses proprietary valuation models, which usually are developed from recognised valuation models. Some or all of the significant inputs into these models may not be observable in the market, and are derived from market prices or rates or are estimated based on assumptions. Examples of instruments involving significant unobservable inputs include the equity investments of the Group in Cuban joint venture companies. Valuation models that employ significant unobservable inputs require a higher degree of management judgement and estimation in the determination of fair value. Management judgement and estimation are usually required for selection of the appropriate valuation model to be used, determination of expected future cash flows on the financial instrument being valued, selection of appropriate discount rates and an estimate of the amount of cash required for working capital needs of the joint ventures in order to determine if they hold any Excess Cash.
The table below analyses financial instruments measured at fair value at the end of the reporting period by the level in the fair value hierarchy into which the fair value measurement is categorised:
|
|
| 30 June 2021 US$ | |||||
|
|
| Level 1 |
| Level 2 |
| Level 3 | Total |
| Financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
| Equity investments |
|
|
|
|
| 183,670,534 | 183,670,534 |
|
|
|
|
|
|
| 183,670,534 | 183,670,534 |
|
|
|
| |||||
|
|
| 31 December 2020 US$ | |||||
|
|
| Level 1 |
| Level 2 |
| Level 3 | Total |
| Financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
| Equity investments |
| - |
| - |
| 197,921,225 | 197,921,225 |
|
|
| - |
| - |
| 197,921,225 | 197,921,225 |
|
|
|
|
|
|
|
|
|
The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy:
|
|
| 30 Jun 2021 |
| 31 Dec 2020 |
| Unlisted private equity investments |
| US$ |
| US$ |
|
|
|
|
|
|
| Initial balance |
| 197,921,225 |
| 227,340,559 |
| Total loss recognised in income or loss |
| (10,966,492) |
| (41,914,276) |
| Foreign currency translation reserve |
| (3,254,199) |
| 12,191,767 |
| Acquisitions and capital contributions |
| - |
| 303,175 |
| Final balance |
| 183,670,534 |
| 197,921,225 |
|
|
|
|
|
|
| Total losses for the period/year included in income or loss relating to assets and liabilities held at the end of the reporting period/year |
| (10,966,492) |
| (41,914,276) |
|
|
| (10,966,492) |
| (41,914,276) |
18. Classifications of financial assets and liabilities
The table below provides a reconciliation of the line items in the Group's consolidated statement of financial position to the categories of financial instruments.
|
|
| 30 June 2021 US$ | |||||
|
| Note | Fair value through profit or loss |
| Cash and Financial assets at amortised cost |
| Financial liabilities at amortised cost | Total carrying amount |
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents | 4 | - |
| 32,022,438 |
| - | 32,022,438 |
| Accounts receivable and accrued income | 5 | - |
| 16,870,409 |
| - | 16,870,409 |
| Loans and lending facilities | 6 | - |
| 23,187,406 |
| - | 23,187,406 |
| Equity investments | 7 | 183,670,534 |
| - |
| - | 183,670,534 |
|
|
| 183,670,534 |
| 72,080,253 |
| - | 255,750,787 |
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses | 8 | - |
| - |
| 6,156,736 | 6,156,736 |
| Convertible bonds | 19 | - |
| - |
| 29,752,768 | 29,752,768 |
| Deferred liabilities | 13 | - |
| - |
| 2,333,333 | 2,333,333 |
|
|
| - |
| - |
| 38,242,837 | 38,242,837 |
|
|
|
| |||||
|
|
| 31 December 2020 US$ | |||||
|
| Note | Fair value through profit or loss |
| Cash and Financial assets at amortised cost |
| Financial liabilities at amortised cost | Total carrying amount |
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents | 4 | - |
| 4,270,860 |
| - | 4,270,860 |
| Accounts receivable and accrued income | 5 | - |
| 16,349,676 |
| - | 16,349,676 |
| Loans and lending facilities | 6 | - |
| 20,222,635 |
| - | 20,222,635 |
| Equity investments | 7 | 197,921,225 |
| - |
| - | 197,921,225 |
|
|
| 197,921,225 |
| 40,843,171 |
| - | 238,764,396 |
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses | 8 | - |
| - |
| 2,215,299 | 2,215,299 |
| Deferred liabilities | 13 | - |
| - |
| 2,833,333 | 2,833,333 |
|
|
| - |
| - |
| 5,048,632 | 5,048,632 |
There were no reclassifications of financial assets during the period ended 30 June 2021 (year ended 31 December 2020: nil).
19. Events after the reporting period
In August 2021 the TosCuba Construction Facility was amended for the purpose, amongst others, of (i) increasing the principal amount of Tranche B to US$29,000,000, (ii) providing that an amount of up to US$4,000,000 may be onlent by the borrower (TosCuba) to Cuban utility companies for investments in the infrastructure that will serve the hotel, and (iii) modifying the security received by the Group. The prior security assignment relating to the Meliã Santiago de Cuba Hotel was released and a new secondary guarantee was received from Miramar in support of the primary guarantee received from Cubanacán.
ALTERNATIVE PERFORMANCE MEASURES
Alternative performance measures are numerical measures of the Company's current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Directors assess the Company's performance against a range of criteria which are viewed as particularly relevant for closed-end investment companies.
NAV & Share Price Total Return
NAV total return involves investing the same net dividend in the NAV of the Company with debt at fair value on the date on which that dividend was earned.
Share price total return involves investing the same net dividend in the share price of the Company on the date on which that dividend was earned.
The tables below provide information relating to the NAV and share price of the Company for the period ended 30 June 2021.
Capital & Total Return | NAV per share (US$) | Share price per share (US$) |
Opening value at 1 January 2021 | 1.41 | 1.15 |
Closing NAV per share at 30 June 2021 | 1.31 | 0.97 |
Capital & Total Return | (7.3%) | (15.3%) |
Capital & Total Return | NAV per share (pence) | Share price per share (pence) |
Opening value at 1 January 2021 | 103.8 | 84.5 |
Closing value at 30 June 2021 | 94.7 | 70.5 |
Capital & Total Return | (8.7%) | (16.6%) |
For further information, please contact:
| Aberdeen Standard Fund Managers Limited Sebastiaan Berger / Evan Bruce-Gardyne | Tel: +44 (0)20 7463 6000 |
|
|
|
| Nplus1 Singer Advisory LLP James Maxwell / James Moat (Corporate Finance) James Waterlow (Sales) | Tel: +44 (0)20 7496 3000 |
|
JTC Fund Solutions (Guernsey) Limited |
Tel: +44 (0) 1481 702400 |
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