Trinity Capital PLC

Interim financial statements for the six months ended 30 September 2017

Trinity Capital PLC (AIM: TRC) announces its unaudited interim results for the six months ended 30 September 2017.

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Chairman's Report

Dear Shareholder

At 30 September 2017, the last remaining investment held by Trinity Capital PLC (the "Company" or "Trinity") was its interest in Trinity Capital (Ten) Limited ("TC-10"), which was held through its wholly owned subsidiary, Trinity Capital Mauritius Limited ("TCML"). TC-10 in turn held shares in DB (BKC) Realtors Private Limited ("DB(BKC)"), an Indian real estate development company.  The Company's investment in TC-10 has been valued on the basis of the disposal proceeds of INR149.6 million (£1.7 million) that TC-10 received in November 2017 from the sale of the compulsorily convertible preference shares issued to TC-10 by DB(BKC) in which TCML owned the economic interest. Remittance of the proceeds to TCML is subject to the approval of the controlling shareholders of TC-10.  Although the terms of an agreement executed in November 2016 with the controlling shareholders require that the proceeds are transferred to TCML as soon as practicable, to date, they have failed to execute the resolutions necessary for the remittance to occur.

The Board intends to appoint a liquidator of TCML after it has received the proceeds from TC-10 and paid substantially all of its remaining cash to the Company. The Board then intends to convene a Shareholder meeting of Trinity to seek approval to distribute substantially all of the Company's remaining cash not required to meet operating costs and liabilities, and appoint a liquidator. Accordingly, and as required by international accounting standards, the financial statements for the six-month period ended 30 September 2017 are presented on a non-going concern basis and include a provision for run off costs, which are the estimated operating and liquidation costs up to the date of liquidation. 

We report a loss of £189,000 for the period which is due solely to a £90,000 increase in the run-off provision and an exchange rate movement of £99,000 in the Company's valuation of TC-10's INR denominated interest in DB(BKC).

Shareholders will be aware that, in accordance with para 5.6 of the July 2016 AIM Note for Investing Companies, AIM suspended the Company's shares from trading with effect from 17 November 2017. We do not expect trading in the shares on AIM to resume.

The Board will write again to Shareholders when the Shareholder meeting to appoint a liquidator is convened.

Yours faithfully

Martin M. Adams

Chairman

Consolidated Statement of Comprehensive Income
for the period ended 30 September 2017

The notes form an integral part of these financial statements.

Consolidated Statement of Financial Position
at 30 September 2017

Consolidated Statements of Changes in Equity
for the period ended 30 September 2017

The notes form an integral part of these financial statements.

Consolidated Statement of Cash Flows
for the period ended 30 September 2017

The notes form an integral part of these financial statements.

Notes to the Financial Statements
for the period ended 30 September 2017

1.      General information

The Company is a closed-end investment company incorporated on 7 March 2006 in the Isle of Man as a public limited company. The Company is listed on the AIM Market of the London Stock Exchange. 

The Company and its subsidiaries (together the "Group") invested in real estate and real estate related entities in India. In March 2009, Shareholders voted to change the Company's investment policy by requiring the Company to gradually dispose of its assets over time and return capital to investors.

2.      Statement of compliance

These interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year-ended 31 March 2017.

The consolidated financial statements of the Group as at and for the year ended 31 March 2017 are available upon request from the Company's registered office at IOMA House, Hope Street, Douglas, Isle of Man or at www.trinitycapitalplc.com.

These interim consolidated financial statements were approved by the Board of Directors on 27 December 2017.

3.      Significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 March 2017. Most notably, the financial statements are presented on a non-going concern basis

There are no IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact to the Company.

4.      Critical accounting estimates and assumptions

The preparation of condensed consolidated interim financial statements in conformity with IFRSs requires management to make judgements, estimates, and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results for which form the basis of making the judgements about carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

In preparing these condensed consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies were the same as those that applied to the consolidated financial statements as at and for the year ended 31 March 2017.

5.      Financial risk management policies

The principal risks and uncertainties are consistent with those disclosed in preparation of the Group's annual financial statements as at and for the year ended 31 March 2017.

6.      Other administration fees and expenses

7.      Share capital

The authorised share capital at 30 September 2017 and 31 March 2017 and the issued and fully paid share capital at the same dates were as follows:

8.      (Loss)/earnings per share

The basic earnings/(loss) per ordinary share is calculated by dividing the net loss attributable to the ordinary Shareholders of the Company by the weighted average number of ordinary shares in issue during the period.

The Company has no potential dilutive ordinary shares; the diluted (loss)/earnings per share is the same as the basic (loss)/earnings per share.

9.      Investment - held for sale

At 30 September 2017, the last remaining investment of the Company was its minority holding in Trinity Capital (Ten) Limited ("TC-10"), which was held through Trinity Capital Mauritius Limited ("TCML"). TCML was entitled to the entire economic benefit of TC-10's ownership of Compulsorily Convertible Preference Shares ("CCPS") in DB (BKC) Realtors Private Limited, an Indian property development company.  On 17 October 2017, TC-10 entered into a sale and purchase agreement with DB Realty Limited in relation to all of the CCPS held by TC-10 (the "Transaction").  TC-10 received the sale proceeds of INR 149.6 million in November 2017

The investment in TC-10 was valued at 31 March 2017 and 30 September 2017 based on the agreed selling price.  At 30 September 2017, it is stated at the GBP amount of £1,742,000 actually received, (net of disposal costs).  At 31 March 2017 it was stated at £1,840,000, being the GBP equivalent of the INR amount due using the prevailing exchange rate, and the movement of £98,000 in the six months' period is entirely attributable to foreign currency movement and disposal costs.

10.    Provision for run-off costs

A provision has been made for the estimated unavoidable costs that are expected to be incurred in respect of the winding up of the Company. At 30 September 2017, it was estimated that these costs, consisting of regular administration costs and liquidation costs associated with the closure of the Company and the remaining subsidiaries are likely to be £384,000.  Movements in the provision are as set out below.

Future run-off costs actually incurred may differ significantly from the amount provided for in these financial statements.

11.    Net asset value per share

12.    Related party transactions

Graham Smith is a Director of the Company and of the Administrator. The fees paid to the Administrator for the period amounted to £50,000 (six months ended 30 September 2016: £50,000). Mr Smith was not paid a Director's fee during the period.

13.    Events after reporting date

As described in Note 9, TC-10 sold its entire interest in the CCPS in DB (BKC) Realtors Private Limited in October 2017.  At the date of this report, the sale proceeds are held by TC-10, and remittance of the proceeds to TCML is subject to the approval of the controlling shareholders of TC-10.