THE OTTOMAN FUND LIMITED

For immediate release
17 November 2016

Interim results for the period ended 29 February 2016 - Restoration of trading on AIM

The Company is pleased to announce its interim results for the six months ended 29 February 2016, a full copy of which will shortly be available on the Company’s website: www.theottomanfund.com.

Following the publication of the interim results the Company also announces that trading in the Company’s securities on AIM is expected to resume at 7.30 a.m. on 17 November 2016. Additionally, the Company having disposed of all, or substantially all, of its assets within the meaning of Rule 15 of the AIM Rules, will have twelve months from today’s date to implement its current investing policy in accordance with Rule 15. If this is not fulfilled, the Company will be suspended pursuant to AIM Rule 40.

This announcement contains inside information.

Enquiries:

N+1 Singer     0207 496 3000
James Maxwell / Gillian Martin

Vistra Fund Services Limited      01534 504 700
Company Secretary

Chairman’s Statement

Dear Shareholders,

This is our unaudited report for the six month period ended 29 February 2016. We have delayed its release because of uncertainty in valuing assets and legal claims as well as the uncertainty surrounding tax and other governmental investigations that were targeted at our Turkish subsidiary companies. We have no insight into why these companies were targeted, but it now appears that the investigations have concluded with no finding of any malfeasance or liability. We have made progress on other fronts as well.

As at 29 February 2016, our net assets were £5.2 million or 3.9 pence per share. The £5.2 million figure carries the Company’s Mandalina affiliate and claims against the Company’s former Chief Financial Officer at nil. The nil carrying value for Mandalina and the money that was unlawfully taken reflects difficulties in determining a proper accounting value for both assets. It does not imply any view on the part of the board that these assets are worthless. Following period end, £2.7 million of the £5.2 million (or two pence per share of the 3.9 pence per share) was returned to shareholders through a return of capital.

Although we are not yet in a position to make a further distribution or liquidate our Turkish subsidiary companies, we have, especially recently, accomplished a lot and are hopeful that some issues will soon be closed off. Loans previously made by the Turkish subsidiaries to the Company have now been cancelled. We are also in the late stages of obtaining a controlling stake in the Mandalina company. We have resolved some of the claims against subsidiary companies, which is necessary ahead of formally winding them up. Upon the advice of our local accountants and lawyers, we are also taking advantage of a tax amnesty in Turkey to try to avoid a future tax surprise.

Earlier last month Sinan Kalpakcioglu, the Ottoman Fund’s former CFO was indicted for aggravated theft in connection with his criminal activities while serving as the Company’s CFO in Turkey. The indictment followed close to a year of hard work by our Turkish criminal lawyer, Dr. Kaan Karcılıoğlu. If convicted, Kalpakcioglu faces up to 35 years imprisonment and fines. On 19 October the Istanbul 8th Criminal Court of First Instance accepted the indictment and set 7 December 2016 as the date for the first hearing. I will be present in the court on that date and will be prepared to give evidence showing how Kalpakcioglu carried out his unlawful scheme. Under Turkish law, the defendant’s remorse as shown by his subsequent conduct may affect the criminal sanction. We are therefore hopeful that Kalpakcioglu will return money he unlawfully took while the Company’s CFO. We are also pursuing other avenues in Turkey in an effort to recover money unlawfully taken from the Company’s Turkish subsidiaries and cash in Mandalina. These amounts are considerable. Valued at the high end, gross of possible taxes and expenses, in excess of $2.4 million (the amount Kalpakcioglu removed plus the cash held by Mandalina) remains in Turkey. The board is firmly of the view that the Company’s efforts in trying to recover this money well outweigh the Company’s foreseeable fixed costs and incremental professional expenses.

Turkey has had a difficult time as of late with the abortive coup and the subsequent large scale disruption of Turkish law enforcement and judiciary. The financial markets have downgraded Turkish sovereign debt and depreciated the Turkish Lira as against the US dollar. In the face of these challenges we are deeply grateful to Turkish law enforcement for pursing the Kalpakcioglu matter and thereby showing the international markets that he will be answerable in court for his misconduct.

The investment perspective on Turkey in late 2016 is very different from how investors looked at Turkey ten years ago when Ottoman was floated. The market then perhaps did not properly weigh the various risks in exporting capital from London to finance complex development projects in Turkey. The Ottoman board, however, recognized these issues, which is why we did not proceed with development deals for the Riva, Boum and Kazikli assets and monetized the Alanya assets as quickly as practicable. By doing so we have returned over £85 million of Company capital to shareholders since 2010. We will endeavor to return additional capital as soon as practicable.

Very truly yours,

John D. Chapman


Independent Review Report

Introduction

We have been engaged by The Ottoman Fund Limited (referred to as the “Company” and together with its subsidiaries as “the Group”) to review the unaudited condensed interim consolidated financial statements in the half yearly report of the Group for the six months to 29 February 2016 (“interim financial information”), which comprise the unaudited condensed consolidated statement of comprehensive income, unaudited condensed consolidated statement of financial position, unaudited condensed consolidated statement of changes in equity, unaudited condensed consolidated cash flow statement and the related explanatory notes to the unaudited condensed interim consolidated financial statements.

We have read the other information contained in the half yearly report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the unaudited condensed interim consolidated financial statements.

Directors’ responsibilities

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 letter of engagement, the London Stock Exchange’s Rules for AIM Listed companies and other applicable legislation and regulations.

As disclosed in note 1 of the interim financial information, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”). The unaudited condensed interim consolidated financial statements included in the half yearly report have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”, as adopted by the European Union (“IAS 34”).

Our responsibility

Our responsibility is to express to the Group a conclusion on the unaudited condensed interim consolidated financial statements in the half yearly report based on our review. Our report has been prepared in accordance with the terms of our engagement and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

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’’, issued by the Auditing Practices Board for use in the United Kingdom and Ireland. A review of interim financial information consists of making enquiries, 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 Ireland) 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.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the unaudited condensed interim consolidated financial statements in the half yearly report for the six months to 29 February 2016 are not prepared, in all material respects, in accordance with IAS 34 and other applicable legislation and regulations.

Baker Tilly Channel Islands Limited
Chartered Accountants
St Helier, Jersey

16 November 2016

Unaudited Condensed Consolidated Statement of Comprehensive Income

    (unaudited)
Six months
ended
29 February
2016
(unaudited)
Six months
ended
28 February
2015
(audited)
Year
ended
31 August
2015
  Notes  
£
£
Revenue
       
Finance income   15,186 573,546 152,581
Total revenue
  15,186 573,546 152,581
         
Operating Expenses
       
Management/advisory fee 3 - (100,000) (108,844)
Other operating expenses   (629,616) (526,060) (1,249,170)
Loan impairment   - - (973,069)
Total operating expenses
  (629,616) (626,060) (2,331,083)
         
Foreign exchange (losses)/gains   (39,203) 1,509,694 2,455,587
       
(Loss)/gain before tax
  (653,633) 1,457,180 277,085
       
Taxation   (371,431) (1,740,399) (2,606,868)
       
Loss for the period /year
  (1,025,064) (283,219) (2,329,783)
       
Other comprehensive profit/(loss)
       
Foreign exchange on subsidiary translation   539,894 (244,681) (1,159,163)
         
       
Other comprehensive profit/(loss) for the period
  539,894 (244,681) (1,159,163)
       
Total comprehensive loss for the period
  (485,170) (527,900) (3,488,946)
       
Loss attributable to:
       
Equity shareholders of the Company   (1,025,064) (283,219) (2,329,783)
Minority interests   - - -
  (1,025,064) (283,219) (2,329,783)
       
Total comprehensive loss attributable to:
       
Equity shareholders of the Company   (485,170) (527,900) (3,438,946)
Minority interests   - - -
  (485,170) (527,900) (3,488,946)
       
Basic and diluted loss per share (pence) 4 (0.76) (0.21) (1.73)

The accompanying notes on pages 10 to 13 are an integral part of these unaudited condensed interim consolidated financial statements.

Unaudited Condensed Consolidated Statement of Financial Position

 

Notes
(unaudited)
Six months
ended
29 February
2016
(unaudited)
Six months
ended
28 February
2015
(audited)
Year
ended
31 August
2015
         
Assets
       
Non-current assets
       
Loans and receivables 5 - 967,411 -
    - 967,411 -
         
Current assets
       
Other receivables   153,812 588,251 212,499
Cash and cash equivalents   6,723,871 7,742,008 7,160,639
    6,877,683 8,330,259 7,373,138
         
Total assets
  6,877,683 9,297,670 7,373,138
         
Current liabilities
       
Other payables   (1,632,471) (606,242) (1,642,756)
    (1,632,471) (606,242) (1,642,756)
         
Net assets
  5,245,212 8,691,428 5,730,382
         
Equity
       
Share capital 6 52,636,216 52,636,216 52,636,216
Retained earnings   (44,979,572) (41,907,944) (43,954,508)
Translation reserve   (2,411,432) (2,036,844) (2,951,326)
Equity attributable to owners of the parent   5,245,212 8,691,428 5,730,382
Minority interest equity   - - -
Total equity
  5,245,212 8,691,428 5,730,382
         
Net asset value per ordinary share (pence) 7 3.9 6.4 4.3

The accompanying notes on pages 10 to 13 are an integral part of these unaudited condensed interim consolidated financial statements.

These unaudited condensed interim consolidated financial statements were approved by the Board of Directors on 16 November 2016.


Antony R Gardner-Hillman
Anew I Wignall

Unaudited Condensed Consolidated Statement of Changes in Equity

 

Share
capital
£


Retained
earnings
£


Translation reserve
£


Minority
interest
£
 


Total
£
For the six months ended 29 February 2016 (unaudited)          
As at 1 September 2015
 52,636,216 (43,954,508) (2,951,326) - 5,730,382
Loss for the period - (1,025,064) - - (1,025,064)
Foreign exchange on subsidiary translation - - 539,894 - 539,894
At 29 February 2016 52,636,216 (44,979,572) (2,411,432) - 5,245,212
           
For the six months ended 28 February 2015 (unaudited)          
As at 1 September 2014
84,392,980 (41,624,725) (1,792,163) - 40,976,092
Return of capital (31,756,764) - -   (31,756,764)
Loss for the period
-
(283,219) - - (283,219)
Foreign exchange on subsidiary translation
-
- (244,681) - (244,681)
At 28 February 2015 52,636,216 (41,907,944) (2,036,844) - 8,691,428
           
For the year ended 31 August 2015 (audited)          
As at 1 September 2014
84,392,980 (41,624,725) (1,792,163) - 40,976,092
Return of capital (31,756,764) - - - (31,756,764)
Loss for the year - (2,329,783) - - (2,329,783)
Foreign exchange on subsidiary translation
-
- (1,159,163) - (1,159,163)
At 31 August 2015 52,636,216 (43,954,508) (2,951,326) - 5,730,382

The accompanying notes on pages 10 to 13 are an integral part of these unaudited condensed interim consolidated financial statements.

Unaudited Condensed Consolidated Statement of Cash Flows

   
(unaudited)
Six months ended
29 February 2016
(unaudited)
Six months ended
28 February 2015
(unaudited)
Six months ended
31 August 2015
         
Cash flow from operating activities
note
£
£
£
Net gain loss for the period   (1,025,064) (283,219) (2,329,783)
Adjustments for:        
Finance income   (15,186) (573,546) (152,581)
Tax   371,431 1,740,399 2,606,868
Impairment of loan   - - 973,069
    (668,819) 883,634 1,097,573
         
Net foreign exchange losses / (gains)   539,894 (163,813) (1,083,913)
(increase)/decrease in other receivables   58,687 639,383 1,015,135
(Decrease)/increase in other payables   (10,285) 518,239 1,554,753
Net cash (outflow)/inflow from operating activities before interest, depreciation, amortisation and tax
  (80,523) 1,877,443 2,583,548
         
Interest received   15,186 573,546 152,581
Taxation   (371,431) (1,740,399) (2,606,868)
Net cash (outflow)/inflow from operating activities
  (436,768) 710,590 129,261
         
Cash flow from investing activities
       
Repayment of loan 5 - 885,414 885,414
Net cash inflow from investing activities
  - 885,414 885,414
         
Cash flow from financing activities
       
Return of Capital     (31,756,764) (31,756,764)
Net cash outflow from financing activities
    (31,756,764) (31,756,764)
         
Net increase/(decrease) in cash and cash equivalents
  (436,768) (30,160,760) 30,742,089
Cash and cash equivalents at start of the period   7,160,639 37,902,728 37,902,728
Effect of foreign exchange rates   - 40 -
Cash and cash equivalents at end of the period
  6,723,871 7,742,008 7,160,639

The accompanying notes on pages 10 to 13 are an integral part of these unaudited condensed interim consolidated financial statements.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

1. Accounting policies

The annual financial statements for the year ended 31 August 2015 were 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). The unaudited condensed interim consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) (together “the Group”) made up to 29 February 2016. The accounting policies adopted in the preparation of the unaudited condensed interim consolidated financial statements (the “interim financial statements”) are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 31 August 2015.

The Group invested in Turkish land and new-build residential property in Riva, Boum and Alanya. The Group had, as at the 31 August 2015 period end, sold its investments. The Company is a limited liability company incorporated and domiciled in Jersey, Channel Islands since 9 December 2005. The Company is quoted on the AIM market of the London Stock Exchange (“LSE”). On 31 May 2016, the Company announced that its ordinary shares on AIM would be suspended with immediate effect pending publication of these unaudited condensed interim consolidated financial statements. It is expected that the suspension will be lifted upon the publication of these unaudited condensed interim consolidated financial statements.

The unaudited condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 August 2015, which have been prepared in accordance with IFRS.

(a) Basis of preparation and going concern

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

The Group has cash and cash equivalents in excess of £6.72m at the period end and liabilities of £1.63m. The Directors have reviewed this information and are comfortable that the Company will continue as a financially viable entity for the foreseeable future until such time the Group may have realised all of its assets, the timing of which is difficult to estimate at this time. The Directors intend to recommend to shareholders to extend the life of the Company to enable the conclusion of the ongoing litigation issues. Based on this, the unaudited condensed interim consolidated financial statements have been prepared on a going concern basis.

The unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting.

2. 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.

Within the above segment, the remaining significant asset at the year end date was cash. The CODM considers on a regular basis the repatriation of money from Turkey to Jersey.

3. Management fee

 
Six months ended
29 February 2016
£
Six months ended
28 February 2015
£
Year ended
31 August 2015
£
Management fee
100,000 
             108,844

Civitas Property Partners S.A. (“Civitas”) was appointed as Investment Advisor to the Group on 2 December 2009. The advisory fee structure was incentive-based with an annual fixed component of €212,500, and an incentive component based on a percentage of realisation value. No management fee has been paid during the period as the remaining assets (the Alanya apartments) have been sold.

4. Earnings per share

Basic earnings per share is calculated by dividing the gain/(loss) attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

 
Six months ended
29 February 2016
£
Six months ended
28 February 2015
£
Year ended
31 August 2015
£
Loss attributable to equity holders of the group (1,025,064) (£283,219) (£2,329,783)
Weighted average number of ordinary shares in issue 134,764,709 134,764,709 134,764,709

Due to the options lapsing without exercise in December 2010, there is no dilution to the loss per share.
The loss per share are calculated as 0.76 pence (28 February 2015: 0.21 pence; 31 August 2015: 1.73 pence).

5. Loans and receivables

 
Six months ended
29 February 2016
£
Six months ended
28 February 2015
£
Year ended
31 August 2015
£
Opening Balance - 1,923,733 1,923,733
Repayment of loan - (885,414) (885,414)
Impairment of loan - - (973,069)
Exchange loss on revaluation of loan - (70,908) (65,250)
Closing Balance - 967,411 -

In the prior year, the loan in relation to the Riverside Resort apartments in Alanya was impaired to reflect the Group’s ongoing difficulties with receiving the amounts owed from Mandalina, which are related to the action being taken against the Group’s former Chief Financial Officer in Turkey.

6. Called up 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

52,636,216

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 determined by 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 and to invest in the Group’s current assets when the Board feels it will give rise to capital appreciation. As the Group has sold assets during the year, the Board decided to return excess capital to shareholders. As part of the process, the Board reviews cash flow forecasts to ensure that sufficient cash is retained to support the operations of the Group.

7. Net asset value per share

The net asset value per ordinary share is based on the net assets attributable to equity shareholders of £5,245,212 on 134,764,709 shares (28 February 2015: £8,691,428 on 134,764,709 shares; 31 August 2015: £5,730,382 on 134,764,709 shares).

8. 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 Group 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 financial statements.

During the prior year, a case against the Group has been lodged in Turkey for US$1m by a party who claims to have acted as an intermediary on one of the land sale transactions during the year. On 19 March 2015, the lawyers acting on behalf of the Group advised that the case had been heard in court and that the presiding judge, after hearing from both parties, accepted the Group’s lawyer’s motion to immediately dismiss the lawsuit that had been filed against the Group. The counterparty to the lawsuit has appealed the decision and the case is therefore yet to be concluded. The Directors are of the opinion, taking note of the initial judgement, that it is not appropriate to provide for this legal claim as it does not meet the recognition criteria under IAS 37.

During the prior period, and remaining at the time of signing the annual financial statements, various collection proceedings have been filed against Osmanli Yapi 1 and Osmanli Yapi 2 in relation to amounts payable for services rendered totalling TL1.38m (£335k). The Directors are of the opinion that the proceedings have been filed without merit, and therefore do not meet the recognition criteria under IAS 37.

9. Related party transactions
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 10. 

Ali Pamir is a director of the Investment Advisor, Civitas Property Partners S.A. and during the period was a director and shareholder of the Turkish subsidiaries due to Turkish law requirements. Mr Pamir received no additional benefit from being a shareholder of the Turkish subsidiaries. Information regarding amounts paid to the Investment Advisor can be found in note 3.

Vistra Nominees I Limited is a related party being the holder of the 2 founder shares of The Ottoman Fund Limited.

During the period Ali Pamir was a shareholder in Mandalina, which until disposal held the title to the Alanya apartments. Ali Pamir remains a director of Mandalina.

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

10. Directors’ interests
Total compensation (excluding performance fees) paid to the Directors during the period was £62,500 (28 February 2015: £75,000; 31 August 2015: £150,000)

During the period ended 29 February 2016, Anew Wignall received fees totalling £7,432 for directorship services to Osmanli Yapi 1 and Osmanli Yapi 2.

During the year ended 31 August 2015, additional fees in connection with regulatory issues in Jersey and the ongoing matters in Turkey concerning the recovery of remaining monies taken without authorisation by the former Chief Financial Officer were paid to Messrs Wignall and Gardner-Hillman totalling totalled £43,400 for services performed outside of their NED contracts. The Chairman believes that these payments were well below what would have been charged by third parties for the required services.

During the period 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.

11. Subsequent Events
Extension to the Company's Life
The Board of Directors has decided not to put to a vote any extension to the Company’s life because the vote would be a pointless use of Company cash as the Company is in de facto liquidation and any vote will not facilitate or affect this process.

Legal Action
Since the year end civil legal proceedings are underway in Turkey against the Company's former Chief Financial Officer to effect the recovery of the sum of $1.35 million embezzled by him.

Recovery Proceedings
Since the year end recovery proceedings have been launched against Mandalina to recover the loan of €1.3 million made to Mandalina by the Company.

Return of capital
On 25 February 2016, the Group announced a return of capital of approximately GBP 2.7 million, or 2 pence per share, payable to shareholders of record as of 4 March 2016. The shares traded ex-entitlement on 3 March 2016 with payment being made on or about 6 April 2016. This return of capital primarily comprised proceeds from asset sales that had been announced previously.

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