THE OTTOMAN FUND LIMITED

For immediate release
27 February 2013

Final results for the year ended 31 August 2012

The Company is pleased to announce as follows its final results for the year ended 31 August 2012, a full copy of which is available on the Company's website: www.theottomanfund.com.

Enquiries:

N+1 Singer     020 7496 3000
James Maxwell

Vistra Secretaries Limited      01534 504 700
Company Secretary

Chairman’s Statement

Dear Shareholders: Our net asset value per share as at 31 August 2012 was 63.9 pence as compared with 70.6 pence as at 29 February 2012. The primary reason for the reduction in NAV is the distribution of £7.48 million over the period, primarily the proceeds of the Kazikli sale. The 31 August net asset value also reflects write-downs in the carrying values of Riva and Bodrum. As I have explained previously, for each valuation period we retain two appraisers, BNP Paribas (formerly Savills) and TSKB, to each independently appraise the value of our properties. We have historically relied on the Savills valuations for the disclosure in our financial statements and the TSKB valuation as a check on the Savills one. Historically both valuation companies have tended to reach similar conclusions. Over the last two valuation periods, however, the valuations have diverged substantially so we have used an average of the two. We and our local advisors believe that the average of the two valuations most closely approximates what we would expect to realize upon sale or development.

 
BNP Paribas
31 August 2012
($)
TSKB
31 August 2012
($)
Average
31 August 2012
($)
Average
31 August 2011
($)
Riva
77,500,000
111,050,000
94,275,000
110,675,000
Bodrum
28,800,000
34,640,000
31,720,000
34,536,000
Alanya
6,032,000
6,553,000
6,292,500
9,189,500
TOTAL
112,332,000
152,243,000
132,287,500
154,400,500

An issue we have faced in valuing Riva and Bodrum has been a lack of comparable transactions. For example, until recently the last sale of a substantial plot of Riva land was the Ottoman purchase in 2006. Following the balance sheet date, we have received information that a single buyer purchased several plots totalling 60,000 m² of land approximately 2.5 km from our southern parcel. The transactions were completed at different prices but averaged $275 m. By contrast, we value our Riva land at $101 m². Although this land is not entirely comparable with our Riva asset the observable differences do not seem to explain the wide variance. We will see how the valuers take this transaction into account when they complete our February 2013 valuation.

We are well along in negotiations with one of the leading Turkish developers to develop the Riva asset and share in the revenues. Because of language and other issues, the contract negotiation has taken longer than expected. We continue to have serious expressions of interest for the Bodrum asset. Reputable developers and investors in the region have put resources into evaluating the asset but have ultimately backed away for various reasons. Since I wrote you last, we have closed the sale of our interest in Kazikli and received the $9.5 million we were promised. We also continue to sell units at Alanya, and during calendar year 2012 have sold eleven units with thirty-nine available for sale. Alanya sales were slower this year than last primarily because of issues regarding Turkish legislation, which have now been rectified, and market conditions in Russia.

Demand in Turkey for property assets remains robust. I expect that we will eventually receive fair value for our assets. I look forward to writing again when we release our semi-annual report for the period ended 28 February 2013.

Respectfully yours,
John D. Chapman
Chairman
25 February 2013

Consolidated Statement of Comprehensive Income
For the year ended 31 August 2012

    Year ended
31 August
2012
Year ended
31 August
2011
  Notes
£
£
Revenue      
Finance income   194,446 153,089
Profit on sale of inventory 10 274,426 -
Profit on sale of joint venture 14 386,897 -
Total revenue   855,769 153,089
       
Operating expenses      
Management/advisory fee 4 (217,635) (311,890)
Other operating expenses 5 (755,211) (904,768)
Inventory impairment 10 (5,817,026) (4,144,485)
Loan impairment 11 (426,055) (2,481,093)
Total operating expenses   (7,215,927) (7,842,236)
       
Foreign exchange losses 12 (551,657) (1,318,641)
     
Loss before tax   (6,911,815) (9,007,788)
     
Tax charge 6 (131,022) (13,227)
     
Loss for the year   (7,042,837) (9,021,015)
     
Other comprehensive income:      
Foreign exchange on subsidiary translation   56,106 (284,154)
     
Other comprehensive income/(loss) for the year   56,106 (284,154)
     
Total comprehensive loss for the year   (6,986,731) (9,305,169)
     
Loss attributable to:      
Equity shareholders of the Company   (7,042,815) (9,021,014)
Minority interests   (22) (1)
  (7,042,837) (9,021,015)
     
Total comprehensive loss attributable to:      
Equity shareholders of the Company   (6,986,732) (9,305,157)
Minority interests   1 (12)
  (6,986,731) (9,305,169)
     
Basic and diluted earnings per share (pence) 7 (5.23) (6.69)

All items in the above statement derive from continuing operations.

Consolidated Statement of Financial Position As at 31 August 2012

 

Notes
Year ended
31 August
2012
Year ended
31 August
2012
   
£
£
Assets      
Non-current assets      
Intangible assets 8 1,438 2,180
Plant and equipment 9 2,863 3,949
Inventories 10 78,635,982 89,500,205
Loans and receivables 11 3,870,603 4,800,000
    82,510,886 94,306,334
Current assets      
Other receivables 15 649,558 944,508
Cash and cash equivalents 20 3,069,128 7,180,340
    3,718,686 8,124,848
       
Total assets   86,229,572 102,431,182
       
Liabilities      
Current liabilities      
Advances received     (1,461,165)
Other payables 16 (77,393) (351,100)
    (77,393) (1,812,265)
       
Net assets   86,152,179 100,618,917
       
Equity      
Share capital 17 120,003,007 127,483,015
Retained earnings 18 (33,839,300) (26,796,485)
Translation reserve   (11,540) (67,646)
Equity attributable to owners of the parent   86,152,167 100,618,884
Minority interests' equity   12 33
Total equity   86,152,179 100,618,917
       
Net asset value per ordinary share (pence) 19 63.9 74.7

Consolidated Statement of Changes in Equity

 

Share
capital
£


Retained
earnings
£


Translation reserve
£


Minority
interest
£
 


Total
£
For the year ended 31 August 2012          
As at 1 September 2011
127,483,015 (26,796,485) (67,646) 33 100,618,917
Return of capital
(7,480,008) - - - (7,480,008)
Loss for the year - (7,042,815) - (22) (7,042,837)
Foreign exchange on subsidiary translation - - 56,106 1 56,107
At 31 August 2012 120,003,007 (33,839,300) (11,540) 12 86,152,179
           
For the year ended 31 August 2011          
As at 1 September 2010
127,483,015 (17,775,471) 216,508 45 109,924,097
Loss for the year
-
(9,021,014) - (1) (9,021,015)
Foreign exchange on subsidiary translation
-
- (284,154) (11) (284,165)
At 31 August 2011 127,483,015 (26,796,485) (67,646) 33 100,618,917

Consolidated Statement of Cash Flows

   
Year ended
31 August
2012
Year ended
31 August
2011
  Notes
£
£
Cash flow from operating activities
     
Net loss   (7,042,837) (9,021,015)
Adjustments for:      
Interest   (194,446) (153,089)
Tax   131,022 -
Depreciation 9 2,092 3,599
Amortisation 8 742 507
Impairment of inventory 10 5,817,026 4,144,485
Impairment of loan 11 426,055 2,481,093
Profit on sale of inventory 10 (274,426 ) -
Profit on sale of joint venture 14 (386,897) -
    (1,521,669) (2,544,420)
       
Net foreign exchange losses /(gains)   290,103 (506,904)
Decrease in other receivables   294,950 110,559
(Decrease)/increase in payables   (273,707 ) 16,048
Net cash outflow from operating activities before interest, depreciation, amortisation and tax   (1,210,323) (2,924,717)
Finance income received   194,446 153,089
Tax paid   (131,022) -
Net cash outflow from operating activities   (1,146,899) (2,771,628)
Cash flow from investing activities Advances on sale received   - 1,461,165
Purchase of inventories 10 (7,432) (1,170,357)
Proceeds on sale of inventories   4,548,240 -
Purchase of plant and equipment   (1,006) -
Repayment of loan 11 - 510,654
Net cash inflow from investing activities   4,539,802 801,462
       
Cash flow from financing activities      
Return of Capital 17 (7,480,008) -
Net cash outflow from financing activities   (7,480,008) -
       
Net decrease in cash and cash equivalents   (4,087,105) (1,970,166)
Cash and cash equivalents at start of the year   7,180,340 9,249,402
Effect of foreign exchange rates 12 (24,107) (98,896)
Cash and cash equivalents at end of the year   3,069,128 7,180,340

The accompanying notes are an integral part of the financial statements.

Notes to the financial statements

1. General information

The Ottoman Fund Limited has invested in Turkish land and new-build residential property in major cities and coastal destinations aimed at both the domestic and tourist markets. The Company is a limited liability company domiciled in Jersey, Channel Islands. The Company is quoted on the AIM market of the London Stock Exchange plc. These consolidated financial statements have been approved by the Board on 14 February 2013.

2. Accounting policies

The consolidated financial statements of the Group for the year ended 31 August 2012 comprise the Company and its subsidiaries, listed in note 13, (together, the “Group”) and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Committee of the IASB (“IFRIC”).

No new standards or amendments to standards were issued which were relevant to the Group and applicable for the year under review.

a. Basis of preparation

The Company has cash and cash equivalents in excess of £3m at the balance sheet date and under £100,000 of liabilities. The Directors have reviewed this information and are comfortable that the Company will continue as a financially viable entity for the foreseeable future, based on that the financial statements have been prepared on a going concern basis.

The consolidated financial statements have been prepared on a historical cost basis.

b. Basis of consolidation

Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 August each year. The consolidated financial statements are prepared using uniform accounting policies for like transactions. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences up to the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The Group applies a policy of treating transactions with minority interests as transactions with parties external to the Group. Minority interests represent the portion of profit and net assets not held by the Group. They are presented separately in the consolidated statement of comprehensive income and in the consolidated statement of financial position separately from the amounts attributable to the owners of the parent.

Joint ventures
A joint venture is a contractual arrangement whereby the Group and another party undertake an economic activity that is subject to joint control; that is, when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control.

The Group reports its interests in jointly controlled entities using proportionate consolidation. The Group’s share of the assets, liabilities, income, expenses and cash flows of jointly controlled entities are combined with the equivalent items in the results on a line-by-line basis.

c. Revenue recognition

Interest receivable on fixed interest securities is recognised using the effective interest method. Interest on short term deposits, expenses and interest payable are treated on an accruals basis. Revenue from sales of inventory is recognised when the significant risks and rewards of an asset have been transferred.

d. Expenses

All expenses are charged through the income statement in the period in which the services or goods are provided to the Group except for expenses which are incidental to the disposal of an investment which are deducted from the disposal proceeds of the investment.

e. Non current assets

General
Assets are recognised and derecognised at the trade date on acquisition and disposal respectively. Proceeds will be measured at fair value which will be regarded as the proceeds of sale less any transaction costs.

Intangible assets
Intangible assets are stated at cost less any provisions for amortisation and impairments. They are amortised over their useful life of 6 years. The amortisation is based on the straight-line basis. At each balance sheet date, the Group reviews the carrying amount of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

Plant & equipment
Plant and equipment is stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight line method on the following basis:

Leasehold improvements
3 years
Furniture and fittings
5 years

The gain or loss on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income.

Inventories
Inventories are stated at the lower of cost and net realisable value. Land inventory is recognised at the time a liability is recognised – generally after the exchange of unconditional contracts.

Net realisable value will be determined by the Board as the estimated selling price in the ordinary course of business less costs to complete the sale and selling costs. In determining the net realisable value, the directors take into account the valuations received from the independent appraisers, market conditions at and (where relevant and appropriate) after the balance sheet date, and offers received from third parties by the Company.

The valuations of the properties, performed by the independent appraisers, are based on estimate and subjective judgements that may vary from the actual values and sales prices realised by the Company upon ultimate disposal.

Impairment is recognised through the statement of comprehensive income at the time that the Board believes the net realisable value is lower than cost and will remain so for the foreseeable future.

Loans and receivables
Loans and receivables are recognised on an amortised cost basis. Where they are denominated in a foreign currency they are translated at the prevailing balance sheet exchange rate. Any foreign exchange difference is recognised through the statement of comprehensive income.

Loans are reviewed for impairment by the Board on a semi-annual basis; any impairment is recognised through the statement of comprehensive income.

f. Cash and cash equivalents

Cash and cash equivalents comprise current and short term fixed deposits with banks.

g. Taxation

Profits arising in the Company for the 2012 year of assessment and future periods will be subject to tax at the rate of 0% (2011: 0%). However, withholding tax may be payable on repatriation of assets and income to the Company in Jersey. The Company pays an International Services Entity fee and neither charges nor pays Goods and Services Tax. This fee is currently £200 (2011: £200) per annum for each Jersey registered company within the Group.

The subsidiaries will be liable for Turkish corporation tax at a rate of 20%. Additionally, a land sale and purchase fee may arise when land is sold or purchased.

Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted.

h. Foreign currency

In these financial statements, the results and financial position of the Group are expressed in Pound Sterling, which is the Group's presentation currency. The functional currency of the Company and Jersey subsidiaries is Pound Sterling; the functional currency for the Turkish subsidiaries is Turkish Lira.

The results and financial position of the entities based in Jersey are recorded in Pound Sterling, which is the functional currency of these entities. In these entities, transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates of the transactions. Monetary balances (including loans) and non-monetary balances that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.

The results and financial position of the entities based in Turkey are recorded in Turkish Lira, which is the functional currency of these entities. In order to translate the results and financial position of these entities into the presentation currency (Pounds Sterling):

- non-monetary assets (including inventory) are translated at the rates of exchange prevailing on the dates of the transactions; - monetary balances (including loans) are translated at the rates prevailing on the balance sheet date; and - items to be included in the statement of comprehensive income are translated at the average exchange rates for the year unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions.

Foreign exchange gains or losses are recorded in either the statement of comprehensive income or in the statement of changes in equity depending on their nature.

(i) Share capital

Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are shown as a deduction to reserves. Any redemption in shares is deducted from ordinary share capital with any transaction costs taken to the statement of comprehensive income.

(j) Critical accounting estimates and assumptions

The Board makes estimates and assumptions concerning the future in the preparation of the financial statements. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates, assumptions and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

Principal assumptions underlying management’s estimation of net realisable value and loan recoverability

In reflection of the economic environment and market conditions during the prior year which continued throughout the current financial year end, the frequency of transactions similar to the inventory and apartments on an arm’s length basis remained consistently low as in the prior periods.

Consistent with previous years the Company has obtained two independent valuations which have been reviewed by the Board. In prior years, the more conservative of the two valuations was used as the starting point for the assessment of the net realisable values as the Directors believed this represented a more realistic and prudent outcome. In the current year, the valuations are significantly different from each other. The reasons for the differences in the two valuations obtained arise primarily due to differing assumptions used by the valuers, exacerbated by the lack of recent comparative sales and the unique nature of the assets. Following discussions with the Investment Advisor and the valuers, the Directors believe that an average of the two valuations represents the most appropriate estimate of the assets’ value. As such this average valuation has been used in the Directors’ assessment of the net realisable value of the properties (note 10) and the recoverability of the loan receivable from Mandalina (note 11).

As a result of their assessment, the Directors believe that impairment is necessary to the inventory and the loan receivable. Please refer to notes 10 and 11 for further details.

Critical judgements in applying the Group’s accounting policies The Group did not make any other critical accounting judgements during the current financial year.

(k) Changes in accounting policy and disclosures

New and amended standards adopted by the group

There are no IFRSs or IFRIC interpretations that are effective for the first time for this financial year that would be expected to have a material impact on the Group.

New standards, amendments and interpretations issued but not effective and not early adopted At the date of the authorisation of these consolidated financial statements, the following statements, standards and interpretations were in issue but not yet effective and have not been early adopted:

IFRS 9, ‘Financial instruments’ - classification and measurement’ (effective 1 January 2015)

IFRS 10, ‘Consolidated financial statements’ (effective 1 January 2013)

IFRS 11, ‘Joint arrangements’ (effective 1 January 2013)

IFRS 12, ‘Disclosures of interests in other entities’ (effective 1 January 2013)

IFRS 13, ‘Fair value measurement’ (effective 1 January 2013)

IAS 28 (revised 2011), ’Associates and joint ventures’ (effective 1 January 2013)

The full impact of the adoption of these standards and interpretations in future periods on the financial statements of the Group is still being assessed by the Directors.

3. Segment reporting

The chief operating decision maker (the “CODM”) in relation to the Group is considered to be the Board itself. The factor used to identify the Group’s reportable segments is geographical area. Based on the above and a review of information provided to the Board, it has been concluded that the Group is currently organised into one reportable segment: Turkey.

There are two types of real estate projects within the above segment; these are development land and new build residential property. There are two individual projects held within the development land type and one project in new build residential property. The CODM considers on a quarterly basis the results of the aggregated position of both property types as a whole as part of their ongoing performance review.

The CODM receives regular reports on the Company’s assets by the Investment Advisors, Civitas Property Partners S.A. (“Civitas”). During this financial year Civitas has provided detailed reviews as requested of the Turkish economy and real estate market and also their strategic advice regarding the individual properties listed in the table on page 2. In addition the year end valuations provided by BNP Paribas (through an alliance member, Kuzeybati, formerly an alliance member of Savills) and TSKB are reviewed and reported on by the investment advisor to the Board of Directors.

Other than cash and cash equivalent assets and related interest and charges, the results of the Group are deemed to be generated in Turkey.

4. Management/advisory fee

 


2012
£


2011
£
Management fee 217,635 311,890

Civitas Property Partners S.A. (“Civitas”) was appointed as Investment Advisors to the Group on 2 December 2009. The advisory fee structure is incentive-based with an annual fixed component of €212,500, and an incentive component based on a percentage of realisation value. Civitas was paid £€217,635 (2011: £311,890) during the year.

5. Other operating expenses

  2012
£
2011
£
Legal and professional fees 133,193 5,941,738
Advisory and consultancy fees 121,091 174,471
Marketing 4,738 280
Travel and subsistence 47,717 48,274
Directors’ remuneration 150,000 150,000
Administration fees 69,776 80,068
Audit services 51,933 51,200
Depreciation 2,092 3,599
Amortisation 742 507
Other operating expenses 173,929 253,315
  755,211 904,768

The Group has no employees.

6. Tax


2012
£
2011
£
Irrecoverable overseas tax 131,022 13,227

This tax represents taxation on taxable profits earned by the Turkish subsidiaries.

7. Earnings per share

a. Basic
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.


Loss attributable to equity holders of the Company
2012
(£7,042,815)
2011
(£9,021,014)
Irrecoverable overseas tax 134,764,709 134,764,709

b. Diluted
The diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. As the options expired without exercise (see Note 17), the basic and diluted earnings per share are the same.

Both the basic and diluted (loss) per share are calculated as (5.23) pence (2011: (6.69) pence).

8. Intangible assets

Cost £
At 1 September 2011 and 31 August 2012
10,132
 
 
Amortisation  
At 1 September 2011 (7,952)
Charge for the year (742)
At 31 August 2011 (8,694)
   
Net book value at 31 August 2012 1,438
Net book value at 31 August 2011 2,180

The intangible asset relates to computer software, with a useful life of 6 years. There has been no impairment during the year.

9. Plant and equipment

  Furniture and fittings
£
Leasehold improvements
£
Total
£
Cost
     
At 1 September 2011 18,246 46,501 64,747
Additions 1,006 - 1,006
At 31 August 2012 19,252 46,501 65,753

     
Depreciation
At 1 September 2011 (15,693) (45,105) (60,798)
Charge for the year
(1,696) (396) (2,092)
At 31 August 2012 (17,389) (45,501) (62,890)
     
Net book value at 31 August 2012 1,863 1,000 2,863
Net book value at 31 August 2011 2,553 1,396 3,949

10. Inventories

  2012
£
2011
£
Opening net realisable value 89,500,205 92,474,333
Purchases at cost 7,432 1,170,357
Sale during the year (5,329,055) -
Profit on sale 274,426 -
Impairment of inventory
(5,817,026) (4,144,485)
Closing net realisable value
78,635,982 89,500,205

This represents 149,550 square metres of development land on the Bodrum peninsula and 931,739 square metres on the Riva coastline. During the year the Group sold its 50% share in the Kazikli village, in the district of Milas, for a total consideration of $9,500,000 in cash. The sale concluded on 18 April 2012.

In accordance with the accounting policy in note 2, inventories are stated at the lower of cost and net realisable value. Consistent with previous years the Company has obtained two independent valuations of the inventories from BNP Paribas (through an alliance member, Kuzeybati, formerly an alliance member of Savills) and TSKB on the basis of market values which have been reviewed by the Board. In previous years the more conservative of the two valuations was used as the starting point for the assessment of the net realisable values as the Directors believed this represented a more realistic and prudent outcome. In the current year, the valuations have been significantly different from each other and, following discussions with the Investment Advisor and the valuers, the Directors believe that as of the balance sheet date the current inventory valuation is a fair approximation of what is realisable.

As a result, in their assessment of the net realisable value of the properties, the Directors have used an average of the two valuations to determine the selling price. On this basis, a total market value of £79.6 million (2011: £91.5 million) has been determined by the Directors for inventories held at the balance sheet date. In accordance with the accounting policy, unrealised gains or losses as a result of this valuation have not been recognised in the statement of comprehensive income.

The impairment above relates to Riva (£5,199,755) and Bodrum (£617,271). The Directors believe the net realisable values for Riva (££59 million) and Bodrum (£19.6 million) at the year end were lower than their cost and have therefore impaired the assets accordingly. The prior year impairment relates to Bodrum.

11. Loans and receivables

  2012
£
2011
£
Opening balance 4,800,000 7,470,112
Repayment of loan - (510,654)
Impairment of loan (426,055) (2,481,093)
Exchange (loss)/gain on Revaluation of loan (503,342) 321,635
Closing balance 3,870,603 4,800,000

Previously, the third party loan in respect of the investment in the Riverside Resort in Alanya had been made to the developer, Okyap? ?n?aat ve Mühendislik ve Özel E?itim Hizmetleri Sanayi ve Ticaret Limited ?irketi (“Okyap?”).

As a means of achieving improved economic benefit for the Group, the titles of the apartments are held by Mandalina Yap? Turizm Sanayi ve Ticaret A.?. (“Mandalina”) for the ultimate benefit of the Group. Mandalina is not a part of the Group (see Note 22 for details relating to the shareholders). In order to further protect the Group’s interest in the Alanya apartments, the Group holds signed share transfer letters from the shareholders of Mandalina which may be executed at any time at the discretion of the Directors and would transfer ownership of the shares in the Mandalina from the existing shareholders to the Group.

The loan has been impaired to reflect the anticipated amount to be received based on the value of the Alanya apartments and future running costs of Mandalina which are deducted from the sales proceeds of the Alanya apartments before being remitted to the Group.

The valuation of the Alanya apartments used by the Directors in the assessment of the recoverability of the loan is based on estimate and subjective judgements that may vary from the actual values and sales prices realised upon ultimate disposal.

12. Foreign currency losses

  2012
£
2011
£
Translation of cash balances (24,107) (98,896)
Other foreign currency loss (527,550) ((1,219,745)
Net currency losses (551,657) (1,318,641)

Foreign currency gains or losses on transactions and balances in the Turkish subsidiaries are recognised in the translation reserve. The Company has no accounts in any currency other than Pound Sterling.

13. Investment in subsidiaries – Company

Name Country of
incorporation
Authorised
share capital
Issued
share capital
Ownership
%
Ottoman Finance Company I Limited Jersey £10,000 £1 100
Ottoman Finance Company II Limited Jersey £10,000 £1 100
Ottoman Finance Company III Limited Jersey £10,000 £1 100
Ottoman Finance Company IV Limited Jersey £10,000 £1 100
Ottoman Finance Company V Limited Jersey £10,000 £1 100
Osmanli Yapi 1 Turkey YTL 46,146,312 YTL 46,146,312 99.99
Osmanli Yapi 2 Turkey YTL 188,284,941 YTL 188,284,941 99.99
Osmanli Yapi 3 Turkey YTL 5,249,584 YTL 5,249,584 99.99
Osmanli Yapi 4 Turkey YTL 11,249,104 YTL 11,249,104 99.99
Osmanli Yapi 5 Turkey YTL 14,390,000 YTL 14,390,000 99.99

All of the above companies have been incorporated into the Group accounts. Osmanli Yapi 5 was sold during the period with any gains being recognised as part of the sale of inventory in the statement of comprehensive income.

14. Interests in joint ventures

As part of the sale of the Kazikli village (see note 10), the Group sold its interest in the joint venture, Mobella Insaat Taahhut Turizm San ve Tic A.S. (“Mobella”), a project management company.

On sale of Mobella, a gain of £386,897 was recorded by the Group due to a combination of exchange losses from prior periods, the write-off of intercompany loans and the write-off of other assets held in Mobella by the Group.

15. Other receivables

  2012
£
2011
£
Prepayments and accrued income 50,381 76,410
VAT receivable 546,889 683,133
Other receivables 52,288 184,965
  649,558 944,508

The Directors consider that the carrying amount of the above receivables approximates to their fair value. Prepayments include advances to suppliers.

16. Other payables

  2012
£
2011
£
Accruals 38,035 49,713
Other payables 39,358 301,387
  77,393 351,100

The Directors consider that the carrying amount of the above payables approximates to their fair value.

17. Share capital

Authorised:  
Founder shares of no par value 10
Ordinary shares of no par value Unlimited
   
Issued and fully paid: £
2 founder shares of no par value -
134,764,709 ordinary shares of no par value (2011: 134,764,709) 120,003,007

The 2 founder shares of no par value are held by Vistra Nominees I Limited. These shares are not eligible for participation in the Company's investments and carry no voting rights at general meetings of the Company.

Capital Management
As a result of the Group being closed-ended, capital management is wholly subject to the discretion of the Board and is not influenced by subscriptions or redemptions. The Group’s objectives for managing capital are to maintain sufficient liquidity to meet the expenses of the Group as they fall due; to invest in the Group’s current assets when the Board feels it will give rise to capital appreciation; and to return capital to shareholders where possible.

Movements in ordinary share capital during the year Number £
Ordinary shares in issue at 1 September 2011 134,764,709 127,483,015
Movement during the year - (7,480,008)
Ordinary shares in issue at 31 August 2012 134,764,709 120,003,007

18. Retained earnings

  2012
£
2011
£
At start of year (26,796,485) (17,775,471)
Bank and deposit interest earned 194,446 153,089
Profit on sale of inventory 274,426 -
Profit on sale of joint venture 386,897  
Operating expenses (7,215,927) (7,842,236)
  (6,360,158) (7,702,374 )
Net movement on foreign exchange (551,657) (1,318,641)
Tax (131,022) (13,227)
Loss for the year (7,042,837) (9,021,015)
Minority interests 22 1
At end of year (33,839,300) (26,796,485)

19. Net asset value per share

The net asset value per ordinary share is based on the net assets attributable to equity shareholders of £86,152,179 (2011: £100,618,917) and on 134,764,709 ordinary shares (2011:134,764,709), being the number of ordinary shares in issue at the year end. The net asset value per share for the year ended 31 August 2012 was 63.9 pence (2011: 74.7 pence).

20. Cash and cash equivalents

  2012
£
2011
£
Bank balances 3,069,128 7,180,340

21. Financial instruments

The disclosure on the financial instruments has been limited to the consolidated financial position. This approach has been adopted as this covers all of the principal risks associated with the Group.

The disclosures below assume that the properties held by the Group are in US Dollars as this is the currency in which they are valued by Kuzeybati (formerly Savills). In the opinion of the directors this is also the currency that any future disposals would occur in.

The Group’s financial instruments comprise loans, cash balances, receivables and payables that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement, and receivables for accrued income.

The principal risks the Group faces from its financial instruments are:

(i) Market risk

(ii) Credit risk

(iii) Foreign currency risk

(iv) Interest rate risk

(v) Liquidity risk

As part of regular Board functions, the Board reviews each of these risks. As required by IFRS 7: Disclosure and Presentation, an analysis of financial assets and liabilities, which identifies the risk to the Group of holding such items, is given below.

(i) Market price risk
Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Group’s operations. It represents the potential loss the Group might suffer through holding market positions as a consequence of price movements. The Group has no such exposures to market price risk.

(ii) Credit risk
The Group’s third party loan in respect of the investment in the Riverside Resort in Alanya is potentially at risk from the failure of the third party. On 3 December 2010, the third party loan was assigned to a related entity, see note 11 for further information. The largest counterparty risk is with the Group’s bankers. Bankruptcy or insolvency of Deutsche Bank International Limited may cause the Group’s rights with respect to cash held to be delayed or limited. There is no policy in place to mitigate this risk as the Board believes there is no need to do so.

The Board does not monitor the credit quality of receivables on an ongoing basis. Cash balances have been placed with Deutsche Bank International Limited due to its Moody’s credit rating of A2.

The Group’s principal financial assets are other receivables and cash and cash equivalents. The maximum exposure of the Group to credit risk is the carrying amount of each class of financial assets. Loans and receivables are represented by loans to and receivables from third parties. Other receivables are represented mainly by prepayments and other receivables where no significant credit risk is recognised.

Credit risk exposure
In summary, compared to the amounts in the consolidated statement of financial position, the maximum exposure to credit risk at 31 August 2012 was as follows:

  Balence
sheet
at 31 August
2012
Maximum
exposure
at 31 August
2012
Balence
sheet
at 31 August
2011
Maximum
exposure
at 31 August
2011
Non - current assets £ £ £ £
Loans and receivables 3,870,603 3,870,603 4,800,000 4,800,000
        -
Current assets        
Cash and cash equivalents 3,069,128 3,069,128 7,180,340 7,180,340
Other receivables 649,558 649,558 944,508 944,508
  7,589,289 7,589,289 15,603,333 15,603,333

Fair value of financial assets and liabilities
The book values of the cash at bank and loans and receivables included in these financial statements approximate to their fair values.

(iii) Foreign currency risk
The Group operates Pound Sterling, Euro, US Dollar and Turkish Lira bank accounts. Exchange gains or losses arise as a result of movements in the exchange rates between the date of a transaction denominated in a currency other than Sterling and its settlement. There is no policy in place to mitigate this risk as the Board believes such a policy would not be cost effective.

Currency rate exposure
An analysis of the Group’s currency exposure in Pound Sterling is detailed below:

  Non-current
assets at
31 August
2012
Net monetary
assets at
31 August
2012
Liabilities at
31 August
2012
Non-current
assets at
31 August
2011
Net monetary
assets at
31 August
2011
Liabilities at
31 August
2011
  £ £ £ £ £ £
Pounds Sterling - 1,915,673 (38,035) - 1,874,849 (49,713)
Euro 3,870,603 2,490 - 4,800,000 1,912,374 -
US Dollar 78,635,982 1,139,559 - 89,500,205 1,758,716 (1,461,165)
Turkish Lira 4,301 583,571 (39,358) 6,129 766,644 (301,387)
  82,510,886 3,641,293 (77,393) 94,306,334 6,312,583 (1,812,265)

Foreign currency sensitivity
The table below details the Group’s sensitivity to a 5% increase in the value of Sterling against the relevant currencies. This percentage is considered reasonable due to volatility in current and historic exchange rate movements. With all other variables held constant, net assets attributable to shareholders and the change in net assets attributable to shareholders per the consolidated income statement would have decreased by the amounts shown below. The analysis has been performed on the same basis as 2011.

Currency Profit & Loss at
31 August
2012
Equity at
31 August
2012
Profit & Loss at
31 August
2011
Equity at
31 August
2011
  £ £ £ £
Euro 193,655 - 335,619 -
US Dollar 56,978 3,931,799 87,936 4,475,010
Turkish Lira 27,211 215 38,332 306
  277,844 3,932,014 461,887 4,475,316

A 5% weakening of Sterling against the relevant currency would have resulted in an equal but opposite effect on the amounts in the financial statements to the amounts shown above, on the basis that all other variables remain constant.

(iv) Interest rate risk

Interest rate movements may affect: (i) the fair value of the investments in fixed interest rate securities, (ii) the level of income receivable on cash deposits, (iii) interest payable on the company’s variable rate borrowings. There is no policy in place to mitigate this risk as the Board believes such a policy would not be cost effective.

The Company holds only cash deposits.

The interest rate profile of the Group excluding short term receivables and payables was as follows:

Currency Floating rate at
31 August
2012
Non interest bearing at
31 August
2012
Floating rate at
31 August
2011
Non interest at
31 August
2011
  £ £ £ £
Pounds Sterling 1,901,42 - 1,875,580 26
Euro - 3,873,093 1,912,336 4,800,038
US Dollar 1,128,331 78,647,210 129 92,719,957
Turkish Lira 8,676 21,284 17,855 154,625
  3,038,427 82,541,587 3,805,900 97,674,646

Maturity profile
The following table sets out the carrying amount, by maturity, of the Group’s financial instruments:

      2012    
  0 to 3
months
3 to 6
months
6 to 12
months
More than
1year

Total
  £ £ £ £ £
Floating rate          
Cash 3,038,427 - - - 3,038,427
  3,038,427 - - - 3,038,427
Non-interest bearing
Cash 30,701 - - - 30,701
Other receivables 420,434 - 229,124 - 649,558
Other payables (77,393) - - - (77,393)
  373,742 - 229,124 - 602,866
      2011    
  0 to 3
months
3 to 6
months
6 to 12
months
More than
1year

Total
  £ £ £ £ £
Floating rate          
Cash 7,180,340 - - - 7,180,340
  7,180,340 - - - 7,180,340
Non-interest bearing
Other receivables 261,375 - 683,133 - 944,508
Advances received - (1,461,165) - - (1,461,165)
Other payables (351,100) - - - (351,099)
  (89,725 ) (1,461,165) 683,133 - (867,756)

Interest rate sensitivity
An increase of 10 basis points in interest rates during the period would have increased the net assets attributable to shareholders and changes in net assets attributable to shareholders by £3,038 (2011:£7,180). A decrease of 10 basis points would have had an equal but opposite effect.

(v) Liquidity risk
The Group’s assets mainly comprise cash balances, loans receivable and development property, which can be sold to meet funding commitments if necessary. As at 31 August 2012 the Group does not have any significant liabilities due.

The Group has sufficient cash reserves to meet liabilities due.

22. Related party transactions

Information regarding subsidiaries can be found in note 13. Information regarding the joint venture can be found in note 14.

John D. Chapman is a shareholder in the Turkish subsidiaries due to Turkish law requirements. Mr Chapman receives no additional benefit from being a shareholder of the Turkish subsidiaries. Information regarding Directors’ interests can be found in note 23.

Ali Pamir is a director of the Investment Advisor, Civitas Property Partners S.A. and is a director and shareholder of the Turkish subsidiaries due to Turkish law requirements. Mr Pamir receives no additional benefit from being a shareholder of the Turkish subsidiaries. Information regarding amounts paid to the Investment Advisor can be found in note 4.

Sinan Kalpakcioglu has been engaged during the period as a Turkish resident consultant to The Ottoman Fund Limited. Mr Kalpakcioglu is a director and shareholder of the Turkish subsidiaries due to Turkish law requirements. Mr Kalpakcioglu receives no additional benefit from being a shareholder of the Turkish subsidiaries. Fees paid to Mr Kalpakcioglu amounted to £61,458 (2011: £27,042); £6,667 remained outstanding at the year end (2011: nil).

Vistra Nominees I Limited is a related party being the holder of the 2 founder shares of The Ottoman Fund Limited (see Note 17).

Sinan Kalpakcioglu and Ali Pamir are shareholders in Mandalina, which holds the title to the Alanya apartments (see Note 11).

The Directors do not consider there to be an ultimate controlling party.

23. Directors’ interests

Total compensation paid to the Directors over the year was £150,000 (2011: £150,000).
During the year John D. Chapman as Executive Chairman has been employed under an executive service contract that provides for an annual fee of £75,000 pro-rated monthly and a discretionary performance fee. No performance fee has been paid during the year.

Eitan Milgram is an Executive Vice President of Weiss Asset Management LLC which is a substantial investor in the Company.

24. Contingent liability

The Directors have been informed that an intermediate Turkish court has upheld an administrative order disallowing certain tax benefits from a restructuring transaction that may have had similarities to the restructuring of Osmanli Yapi 2. This intermediate court decision is now under appeal to the Turkish Supreme Court. The Company is monitoring the appeal, but at present this development does not meet the Recognition criteria under IAS 37, and the Directors have consequently made no provision in the accounts.

25. Post balance sheet events

During the year the Directors resolved to amalgamate Osmanli Yapi 1 & Osmanli Yapi 4 and to also amalgamate Osmanli Yapi 2 Osmanli Yapi 3 to reduce some of the costs of the Group. The process is progressing but has not been finalised at the time of signing of the financial statements.

On 11 January 2013, the Board resolved that a performance fee of US$100,000 be paid to Mr Chapman in accordance with section 5.1(b) of Mr Chapman’s Executive Officer Services Agreement with the Company.

Other than the above, the Directors are satisfied that there were no material events subsequent to the year end that would have an effect on these financial statements.