Access Finance B.V. (Amsterdam)

Transcription

1 Access Finance B.V. (Amsterdam) Managing directors report and Financial statements for the year 2013

2 Contents Managing Directors report 3-5 Balance sheet as at 31 December Profit and loss account for the year end 31 December Cash flow statement for the year ended 31 December Notes to the 2013 financial statements 9 Other information 20 Provisions in the Articles of Association governing the appropriation of profit 20 Proposal for profit appropriation 20 Subsequent events 20 Independent auditor s report 21 2

3 Managing Directors report The Managing Directors of Access Finance B.V. (hereinafter the Company ) herewith presents its Managing Directors report and financial statements for the financial year ended 31 December General Access Finance B.V. ( the Company ) was incorporated on 17 November 2011, by Access Bank PLC, which continued since as its sole shareholder. Its main purpose is to attract funding for onlending to Access Bank Plc. Overview of activities On 25 July 2012, the Company issued for a total principal amount of USD 350,000,000 Guaranteed Notes at par and these were admitted to the official list of the UK Listing Authority (the Official List ) and to the London Stock Exchange Plc (the London Stock Exchange ) and to trading on the London Stock Exchange s regulated market. These notes are guaranteed by Access Bank Plc. The proceeds of these Notes were used by the Company to enter into an Onloan Agreement with the shareholder for the same principle amount of USD 350,000,000. The interest rate for this loan is fixed at 7.34 per cent per annum, 7.25 % as coupon interest on notes plus a margin of 0.09%. The interest on both the loan and Notes is semi-annually due on the business day prior to the earlier of the date on which the Coupon payments become due for payment in principle 25 January and 25 July. The final maturity date of the loan is at the discretion of the Company and will be called upon at the maturity date of the issued Guaranteed Notes being 25 July The Company granted a loan of USD 2,462,800 to its shareholder on 31 July 2012, as settlement of the shareholder s non-mandatory share premium contribution in the amount of EUR 2,000,000 on 31 July The interest rate for this loan is fixed at 7.34 per cent per annum and the interest is due on the last day of each one year anniversary after the 31 st of July The final maturity date of this loan is 31 July At such date the loan will be repaid in full. Earlier repayment is possible if both parties will agree to earlier repayment. This loan was provided to the shareholder enabling the shareholder to apply such funds for general business purposes, while the Company does not require these funds for its normal activities. Management On 1 August 2013 Mr. Ebenezer Sunday Olufowose resigned as managing director of the Company. On 21 September 2013 Mr. Oluseyi Kolawole Kumpayi was appointed as managing director. Financial information The profit for the year before taxation is EUR 272,740 (previous year: profit EUR 88,819). The profit results for EUR 136,111 (calculated at average exchange rate) from interest on the loan to the shareholder which was funded by share premium. The remainder results from the margin between the notes issued and the related loans to the shareholder of 0.09% less incurred costs. The achieved results further increased the positive working capital of the Company to EUR 344,223. The solvency of the Company mainly depends on the solvency of the parent company. We refer to the published annual reports of the parent company revealing its financial position. 3

4 Liquidity and capital resources The Management is satisfied that the Company has adequate resources to meet its operational needs for the foreseeable future and accordingly it continues to adopt the going concern basis in preparing the financial statements. Significant risks and uncertainties Strategic risks, operational risks, financial risks are all related to the specific purpose of this Company being limited to provide funding to the parent company with funds attracted from the public via the London Stock Exchange. Risks related to the financial reporting are related to the requirements to provide adequate disclosures to the public and the relevant authorities in accordance with the applicable laws and regulations as will be in force from time to time. During the normal course of business, the company makes use of various (primary) financial instruments. These financial statements contain the following financial instruments: loans granted to the shareholder including interest receivable, listed notes at the London Stock Exchange including interest payable, other receivables, cash at banks and other payables or financial commitments. These financial instruments are not being held for trading and or speculating purposes and the Company makes no use of derivative financial instruments (derivatives) or other complex financial instruments. These financial instruments expose the Company to various risks, which are described below. Credit risk The credit risk associated with the obligations under the notes issued is considered equal to those of the parent company as the proceeds of the notes have been applied in accordance with the prospectus to provide loans which are due from shareholder and as the shareholder has guaranteed payment of the notes. We refer to the audited consolidated accounts of the parent company which reflect continuation of its profitability and an increased positive consolidated equity. No specific measures have been taken to mitigate the risk that the parent company may not fulfil its obligations. Currency risk Foreign exchange exposure is minimized by fact that the main USD loan provided to the shareholder is funded by corresponding USD denominated notes issued. Consequently currency risk is limited to the USD 2,462,800 loan to the shareholder and the local balance on the USD bank account of USD 431,703. Liquidity risk As due dates of interest due and receivable and the maturity dates of corresponding debts and receivables have been determined to allow timely payment of the amounts due, such liquidity risk has been mitigated. If funding would not be provided in time to the Company, the obligation to pay amounts due to the note holders becomes a direct obligation of the parent company. With regard to coverage of operational costs, the realised further increase of the funding on the Dutch bank accounts provides sufficient liquidity for payment of operational expenses in the foreseeable future. 4

5 Interest rate risk The interest rate risk is considered minimal as the risk is addressed and mitigated by a fixed positive margin between the rates on borrowing and lending. Market risk Due to the limited operations of the Company, management is of the opinion that the market risk is negligible. The Company is not subject to externally imposed capital requirements. Rating of notes The notes are rated by Standard & Poor s and Fitch. The ratings as at 31 December 2013 are respectively BB- and B compared to last year B+ and B. This change has no effect on the Company. The Standard & Poor s rating is lower than the B rating expected as disclosed in the prospectus. No consequences are detailed in the prospectus with regard to any changes in the ratings as long as there is no change in control as defined in the prospectus and no relevant rating downgrade occurred in such period of change in control as defined in the prospectus. Audit committee Based on Article 1, par 1, sub 1 Wet toezicht accountantsorganisaties the Company is considered as an Organisatie van Openbaar Belang (organisation of public interest) and following the Royal Decree of 26 July 2008, concerning the implementation of Article 41 of EC directive 2006/43 the Company is required to have an Audit Committee. The Company makes use of the exemption to the requirement to establish its own audit committee based upon article 3a of the Royal Degree of 26 July 2008 implementing article 41 of the EU Directive 2006/43EG, as the Audit Committee of the parents Company fulfils the required tasks. Employees The Company does not employ any staff (2012: nil) and hence incurred no salary, related social security charges or pension costs in 2012 and Subsequent information No events occurred which require any additional reporting in the financial statements. Future outlook It is expected that the Company s activities will remain unchanged as no events occurred to date triggering changes in the financial position of the Company. The management expects for the future no significant movements, repayments nor new loans. Amsterdam, 3 June 2014 The Board of Management: The Supervisory Board: TMF Management B.V. Mohammed Mahmoud Isa-Dutse Oluseyi Kolawole Kumapayi Tamramat Mosunmola Belo-Olusoga 5

6 Balance sheet as at 31 December 2013 (Before profit appropriation and in Euro) Balance She et (Expressed in Euro) Notes 31 Dec Dec FIXED ASSETS Financial fixed assets 3 254,444, ,638, ,444, ,638,108 CURRENT ASSETS Interest receivable on loans to shareholder 4 8,140,119 8,478,407 Other receivable 16,046 7,844 Cash at bank 5 333, ,489,517 8,487,011 CURRENT LIABILITIES Interest payable on Guaranteed Notes 6 7,986,274 8,318,348 Payables to shareholder 7 55,782 29,588 Corporate income tax 8 28,738 11,392 Accrued expenses 9 74,500 35,040 8,145,294 8,394,368 NET CURRENT ASSETS/(LIABILITIES) 344,223 92,643 TOTAL ASSETS LESS CURRENT LIABILITIES 254,788, ,730,751 LESS: LONG-TERM LIABILITIES Guaranteed Notes ,655, ,775, ,655, ,775,000 TOTAL ASSETS LESS LIABILITIES 2,132,955 1,955,751 CAPITAL AND RESERVES 11 Issued share capital 18,000 18,000 Share premium 2,000,000 2,000,000 Translation reserve (214,616) (136,426) Retained earnings 74,177 (3,250) Result for the year 255,394 77,427 2,132,955 1,955,751 6

7 Profit and loss account for the year ended 31 December 2013 (Expressed in Euro) Ye ar Year Notes INCOME Interest on loans to shareholder 3 & 4 19,599,630 8,478,590 Interest deposits Total income 19,599,630 8,479,386 EXPENSES Interest on Guaranteed Notes 6 & 10 19,240,815 8,318,348 Management- and administration expenses 16 86,075 72,219 Total expenses 19,326,890 8,390,567 Profit/(Loss) be fore taxation 272,740 88,819 Corporate income tax 8 (17,346) (11,392) Profit/(loss) after taxation 255,394 77,427 7

8 Cash flow statement for the year ended 31 December 2013 Cash flow from operating activitie s EUR EUR EUR EUR Interest received from loans to shareholder 19,487,380 - Interest received from banks Interest paid to Noteholders (19,122,351) - Payments to other parties for services provided (54,817) (48,048) Receipts from shareholder for coverage payments to other parties for service provided 26,194 30,000 Cash flow from operating activitie s 336,406 (17,252) Loans granted to shareholder - (286,594,072) Cash flow from investing activitie s - (286,594,072) Issued notes - 286,767, ,767,576 Cash flows from financing activitie s Net cash flow 336, ,252 Exchange rate and translation differences on cash and cash equivalents (3,814) (173,766) Changes in cash and cash equivale nts 332,592 (17,514) 8

9 Notes to the 2013 financial statements 1 General Relationship with parent company and principal activities Access Finance B.V. ( the Company ), having its statutory seat in Amsterdam, and its Registered address at Luna ArenA, Herikerbergweg 238, Amsterdam in the Netherlands, is a private limited liability company under Dutch law, with 100% of its shares held by Access Bank Plc, a company listed on the Nigeria Stock Exchange on 18 November 1998 and domiciled in Nigeria. The Company was incorporated on 17 November On 25 July 2012, the Company issued for a total principal amount of USD 350,000,000 Guaranteed Notes at par admitted to trading at the London Stock Exchange. These notes are guaranteed by Access Bank Plc. The proceeds of these Notes were used by the Company to enter into an On-loan Agreement with the shareholder on 25 July 2012 for the same principle amount of USD 350,000,000. In addition, the Company granted a loan of USD 2,462,800 to its shareholder on 31 July 2012, as settlement of the shareholder s non-mandatory share premium contribution in the amount of EUR 2,000,000 on 31 July Basis of preparation The financial statements have been prepared in accordance with Title 9, Book 2 of the Netherlands Civil Code. The applied accounting policies are based on the historical cost convention. The financial statements are presented in Euro which is the Company s presentation currency. The functional currency of the Company is United States Dollars (USD). Going concern These financial statements have been prepared on the basis of the going concern assumption. 2 Accounting policies General Unless stated otherwise, assets and liabilities are shown at nominal value. An asset is disclosed in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. A liability is recognised in the balance sheet when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligation can be measured with sufficient reliability. Income is recognised in the profit and loss account when an increase in future economic potential related to an increase in an asset or a decrease of a liability has arisen, the size of which can be measured reliably. Expenses are recognised when a decrease in the economic potential related to a decrease in an asset or an increase of a liability has arisen, the size of which can be measured with sufficient reliability. 9

10 If a transaction results in a transfer of future economic benefits and or when all risks relating to assets or liabilities transfer to a third party, the asset or liability is no longer included in the balance sheet. Assets and liabilities are not included in the balance sheet if economic benefits are not probable and/or cannot be measured with sufficient reliability. The revenue and expenses are allocated to the period to which they relate. Use of estimates The preparation of the financial statements requires the management to form opinions and to make estimates and assumptions that influence the application of principles and the reported values of assets and liabilities and of income and expenditure. Actual results may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions of estimates are recognised in the period in which the estimate is revised and in future periods for which the revision has consequences. Principles for the translation of foreign currency Transactions in foreign currencies Transactions denominated in foreign currency are translated into the functional currency (US dollars) of the Company at the exchange rate applying on the transaction date. Monetary assets and liabilities denominated in foreign currency are translated at the balance sheet date into to the functional currency at the exchange rate applying on that date. Non-monetary assets and liabilities in foreign currency that are stated at historical cost are translated into US dollars at the applicable exchange rates applying on the transaction date. Translation gains and losses are taken to the profit and loss account in so far as these do not relate to the conversion of the functional currency (US dollars) to the reporting currency (Euro). Translation gains and losses regarding the conversion of the functional currency to the reporting currency are recorded on the translation reserve. The following rate has been applied as at 31 December 2013: 1 EUR = USD (2012: USD ) 10

11 Financial instruments These financial statements contain the following financial instruments: loans granted to the shareholder including interest receivable, listed notes at the London Stock Exchange including interest payable, other receivables, cash at banks and other payables or financial commitments. Financial instruments are initially recognised at fair value, including discount or premium and directly attributable transaction costs. After initial recognition, financial instruments are valued in the manner described under financial fixed assets, receivables, long-term liabilities and current liabilities. Financial fixed assets The financial fixed assets consist of two loans granted to the shareholder. These loans are initially recognised at fair value, including discount or premium and directly attributable transaction costs. The loans are subsequently measured at amortised cost on the basis of the effective interest method, less impairment losses. Impairment of financial assets The financial assets are assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, with negative impact on the estimated future cash flows of that asset, which can be estimated reliably. An impairment loss in respect of a financial asset stated at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset s original effective interest rate. Losses are recognised in the profit and loss account. Interest on the impaired asset continues to be recognised by using the asset's original effective interest rate. When, in a subsequent period, the amount of an impairment loss decreases, and the decrease can be related objectively to an event occurring after the impairment was recognised, the decrease in impairment loss is reversed through profit or loss (up to the amount of the original cost). Receivables Receivables are initially recognised at fair value and subsequently measured at amortised cost on the basis of the effective interest method. Long-term liabilities Long-term liabilities consist of listed notes. The notes are initially recognised at fair value, including discount or premium and directly attributable transaction costs. The notes are subsequently measured at amortised cost on the basis of the effective interest method. Current liabilities Current liabilities are initially recognised at fair value and subsequently measured at amortised cost on the basis of the effective interest method. 11

12 Interest income and interest expenses Interest income and interest expenses are recognised in the period to which it relates, using the effective interest method. Corporate income tax Corporate income tax comprises the current and deferred corporate income tax payable and deductible for the reporting period. Corporate income tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly to equity, in which case it is recognised in equity. Current tax comprises the expected tax payable or receivable on the taxable profit or loss for the financial year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to the tax payable in respect of previous years. Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised. Cash flow statement The cash flow statement is prepared using the direct method. Cash flows in foreign currency are translated into euros using the weighted average exchange rates at the dates of the transactions. Determination of fair value The fair value of a financial instrument is the amount for which an asset can be sold or a liability settled, involving parties who are well informed regarding the matter, willing to enter into a transaction and are independent from each other. For measurement and disclosure purposes, fair value is determined on the following methods: Loans granted and other receivables The fair value of non-derivative financial assets is calculated of the net present value of future repayments and interest payments, discounted at the market interest rate at the reporting date. The fair value of other receivables is estimated at the present value of future cash flows. Other financial liabilities or commitments The fair value of Notes is determined on the basis of the listed closing (bid price) at the reporting date. The fair value of other financial commitments is calculated on the basis of the net present value of future repayments and interest payments, discounted at the market interest rate at the reporting date. Detailed information concerning the principles for determining fair value is included in the section that specifically relates to the relevant asset and liability. 12

13 3 Financial fixed assets a) On 25 July 2012 the Company entered into an On-loan Agreement with the shareholder for the principal amount of USD 350,000,000. The interest rate for this loan is fixed at 7.34 per cent per annum, 7.25 % as coupon interest on notes plus a margin of 0.09%. The interest is semi-annually due on the business day prior to the earlier of the date on which the Coupon payments become due for payment in principle 25 January and 25 July. The final maturity date of the loan is at the discretion of the Company and will be called upon the same as the issued Guaranteed Notes being 25 July The carrying value of this loan amounts to EUR 254,205,000, exclusive costs to be amortised, as at 31 December The fair value of this loan, excluding costs to be amortised, is EUR 249,750,383 (USD 343,866,699) on 31 December 2013, which is EUR 4,454,617 (USD 6,133,301) lower than the book value. The fair value of the loan is based upon the market value of the notes issued less accrued interest and taking into account the higher interest rate. No collateral was pledged as security taken into account the guarantee issued by the shareholder and as such was not required under the prospectus. b) The Company granted a loan of USD 2,462,800 to its shareholder on 31 July The interest rate for this loan is fixed at 7.34 per cent per annum and the interest is due on the last day of each one year anniversary after the 31 st of July The final maturity date of the loan is 31 July At such date the loan will be repaid in full. Earlier repayment is possible if both parties will agree to earlier repayment. This loan was provided to the shareholder enabling the shareholder to apply such funds for general business purposes, while the Company does not require these funds for its normal activities. The counter value of this loan amounts to EUR 1,788,732. The fair value of this loan is EUR 1,740,910 (USD 2,396,957) on 31 December 2013, which is EUR 47,822 (USD 65,843) lower than the book value. The fair value of this loan is calculated using the same method as for the loan under a) above. The management considers the current negative differences between the fair values and recorded book values not to imply a permanent impairment of value considering the longterm character of the loans, the daily fluctuations of the fair values and the limited impact of such difference on the net financial position when taking into account the notes issued in USD. Movements during the year: 31/12/ /12/2012 in euro in euro 1 Jan. Opening balance 266,638,108-1 Jan. Transaction expenses on loan issued to shareholder (2,066,111) - 25 July Loan issued to shareholder (USD 350,000,000) (*) - 289,065, July Loan issued to shareholder (USD 2,462,800) - 2,000, Dec. Amortisation capitalised transaction expenses 450, Dec. Unrealised exchange difference (10,577,845) (24,426,892) 254,444, ,638,108 (*) The loan of USD 350,000,000 is financed by the issuance of Guaranteed Notes and the funds were transferred to the shareholder on the 26 th of July On 25 July 2012 transaction expenses were incurred for USD 2,991,800 regarding the placement of the notes. These expenses were recharged to the shareholder and are annually amortised. The amortisation for the year 2013 amounts to EUR 450,538 (USD 598,360) and has been recognised as part of the interest on loans to shareholder. The 13

14 financial assets of EUR 254,444,690 as per 31 December 2013 are not due within one year with the exception of the amortisation of the transaction expenses for the year 2014 which amounts to EUR 434,589 (USD 598,360). 4 Interest receivable on loans to shareholder This item represents the interest receivable on the shareholders loan of USD 350,000,000 (see 3 a) of USD 11,132,333 (EUR 8,085,414) for the period 25 July 2013 until 31 December 2013, and an amount of USD 75,320 (EUR 54,705) on the shareholders loan of USD 2,462,800 (see 3 b) for the period 31 July 2013 until 31 December Cash at bank Cash at bank is available on demand. 6 Interest payable on Guaranteed Notes This item represents the interest payable on the Guaranteed Notes (see 10) of USD 10,995,833 (EUR 7,986,274) for the period 25 July 2013 until 31 December Payables to shareholder The shareholder made advances in the preceding year to the Company in order to pay specific expenses, such as Upfront Transaction Acceptance fees and audit fees. So far these advances have not been repaid. 8 Corporate income tax The Company has a taxable profit for the year ended 31 December 2013 (after loss compensation) of EUR 143,692. The Dutch corporate income tax rate for 2012 and 2013 was 20% for the first EUR 200,000 and 25% for the profit above the EUR 200,000 tranche. The tax expense recognised in the profit and loss account for 2013 amounts to EUR 28,738, or 20 % of EUR 143,692. The accrual for the year 2012 of EUR 11,392 was reversed as the Company realised a fiscal loss. The major components of the tax charge are as follows: 2013 EUR Tax expenses current financial year based on commercial result 58,185 Realisation tax loss 2011 (650) Realisation tax loss 2012 (9,521) Adjustments for the year 2012 (11,392) Translation differences functional and reporting currency (19,276) Tax liability 17,346 14

15 9 Accrued expenses The accrued expenses are comprised as follows: 31/12/ /12/2012 in euro in euro Management fees 50,000 6,000 Audit fees 24,500 29,040 74,500 35, Guaranteed Notes On 25 July 2012 the Company issued for a total principal amount of USD 350,000,000 Guaranteed Notes and these were admitted to the official list of the UK Listing Authority (the Official List ) and to the London Stock Exchange plc (the London Stock Exchange ) and to trading on the London Stock Exchange s regulated market. The final maturity date of the issued Guaranteed Notes is 25 July These notes are guaranteed by Access Bank Plc. Access Bank Plc. absorbed the cost of the placement being USD 2,991,800. Interest on the Notes is payable semi-annually in arrears on 25 January and 25 July in each year, commencing on 25 January Interest amounts are calculated at an interest percentage of 7.25 %. The loan is listed in two tranches. The first tranche is nominal USD 34,210,000 and has a market valuation at % as per 31 December The second tranche is nominal USD 315,790,000 and has a market valuation at % as at 31 December The fair value of the Guaranteed Notes is EUR 246,688,049 (USD 339,650,350) on 31 December 2013, which is EUR 7,516,951 (USD 10,349,650) lower than the book value. The fair value of the notes is based upon the market value of the notes issued less accrued interest. No collateral was pledged as security taken into account the guarantee issued by the shareholder and as such was not required under the prospectus. With regard to these Guaranteed Notes, the documentation (prospectus) includes covenants for the Company and for the guarantor. The Company has been informed that the guarantor met its covenants. The covenants of the guarantor include negative pledge, restricted payments, capital adequacy, no consolidation or merger, disposals and transactions with affiliates. The only covenant for the Company to be met relates to a negative pledge as defined on page 46 under note 5 Covenants, which has been met by the Company. Movements during the year: 31/12/ /12/2012 in euro in euro 1 Jan. Opening balance 264,775,000-1 Jan. Transaction expenses on notes issued (2,066,111) 25 July Placement Guaranteed Notes (USD 350 Mln) - 289,240, Dec. Amortisation capitalised transaction expenses 450, Dec. Unrealised exchange difference (10,503,469) (24,465,000) 252,655, ,775,000 On 25 July 2012 transaction expenses were incurred for USD 2,991,800 regarding the placement of the notes, which were recharged to the shareholder and are annually amortised. The amortisation for the year 2013 amounts to EUR 450,538 (USD 598,360) and has been recognised as part of the interest on Guaranteed Notes. The Guaranteed Notes of EUR 252,655,958 as per 31 December 2013 are not due within one year with the exception of the amortisation of the transaction expenses for the year 2014 which amounts to EUR 434,589 (USD 598,360). 15

16 11 Capital and reserves Movements during the year: Issued Share Translation Retained Result Total share pre mium re serve earnings for the amount capital year in euro in euro in euro in euro in euro in euro Balance as at 1 January , (3,250) 14,750 Allocation result preceding year (3,250) 3,250 - Share premium contributed on 31 July ,000, ,000,000 Translation effect functional currency - - (136,426) - - (136,426) Result for the year ,427 77,427 December ,000 2,000,000 (136,426) (3,250) 77,427 1,955,751 Allocation result preceding year ,427 (77,427) - Translation effect functional currency - - (78,190) - - (78,190) Balance Result for at the 31 year , ,394 December ,000 2,000,000 (214,616) 74, ,394 2,132,955 Issued share capital The Company s authorised share capital, amounting to EUR 90,000, comprises 90,000 ordinary shares of EUR 1 each, of which 18,000 shares have been issued and paid up. Share premium On 31 July 2012 the shareholder made a non-mandatory share premium contribution in the amount of EUR 2,000,000. Result for the year At the General Meeting of Shareholders, it will be proposed to approve the appropriation of the result for the year to accumulated result. 16

17 12 Management and administration expenses The management and administrative expenses are comprised as follows: 31/12/ /12/2012 in euro in euro Management fees 59,051 28,215 Audit fees 20,660 41,970 Bank charges 1, Other expenses 4,927 1,081 Accrued Chamber of Commerce fees ,076 72,219 The accrued audit fees as at 31 December 2012 were EUR 29,040. The actual invoiced and paid fees for the year 2012 were for the total amount of EUR 25,200, which lead to a partial reversal of the accrual of EUR 3,840. For the year 2013 an amount of EUR 24,500 has been accrued. The accrued management fees of EUR 6,000 for 2012 were paid during the year. During the year an amount of EUR 9,051 was paid for the year Further an amount of EUR 50,000 was accrued as payable for the remainder of the year. 13 Financial instruments During the normal course of business, the company makes use of various (primary) financial instruments. These financial statements contain the following financial instruments: loans granted to the shareholder including interest receivable, listed notes at the London Stock Exchange including interest payable, other receivables, cash at banks and other payables or financial commitments. These financial instruments are not being held for trading and or speculating purposes and the Company makes no use of derivative financial instruments (derivatives) or other complex financial instruments. These financial instruments expose the Company to various risks, which are described below. Credit risk The credit risk associated with the obligations under the notes issued is considered equal to those of the parent company as the proceeds of the notes have been applied in accordance with the prospectus to provide loans which are due from shareholder and as the shareholder has guaranteed payment of the notes. We refer to the audited consolidated accounts of the parent company which reflect continuation of its profitability and an increased positive consolidated equity. No specific measures have been taken to mitigate the risk that the parent company may not fulfil its obligations. Currency risk Foreign exchange exposure is minimized by fact that the main USD loan provided to the shareholder is funded by corresponding USD denominated notes issued. Consequently currency risk is limited to the USD 2,462,800 loan to the shareholder and the local balance on the USD bank account of USD 431,

18 Liquidity risk As due dates of interest due and receivable and the maturity dates of corresponding debts and receivables have been determined to allow timely payment of the amounts due, such liquidity risk has been mitigated. If funding would not be provided in time to the Company, the obligation to pay amounts due to the note holders becomes a direct obligation of the parent company. With regard to coverage of operational costs, the realized further increase of the funding on the Dutch bank accounts provides sufficient liquidity for payment of operational expenses in the foreseeable future. The shareholder guarantees the obligations of the Company and provides advances if necessary to fulfil the payment of any specific expenses. Interest rate risk The interest rate risk is considered minimal as the risk is addressed and mitigated by a fixed positive margin between the rates on borrowing and lending. Market risk Due to the limited operations of the Company, management is of the opinion that the market risk is negligible. The Company is not subject to externally imposed capital requirements. 14 Off-balance sheet assets and liabilities The Company does not have any off-balance sheet assets and liabilities or any commitments or guarantees at 31 December Transactions with related parties Transactions with related parties occur when a relationship exists between the Company and its shareholder and their directors and key management personnel. There were no transactions during the year with related parties that were not on a commercial basis. 16 Remuneration of managing and supervisory directors During the period, no remuneration was paid to the managing directors or the supervisory directors. 17 Staff numbers and employment costs The Company does not employ any staff hence incurred no further salary and related social security expenses or pension costs in No remuneration was paid to the managing directors or to the members of the supervisory board. 18

19 18 Auditor s fees The following fees were charged by KPMG Accountants N.V. to the company, its subsidiaries and other consolidated companies, as referred to in Section 2:382a(1) and (2) of the Netherlands Civil Code. KPMG KPMG Accountants Accountants N.V. N.V EUR EUR Audit of the financial statements 24,500 25,200 Other audit engagements - - Tax-related advisory services - - Other non-audit services ,500 25,200 Amsterdam, 3 June 2014 The Board of Management: The Supervisory Board: TMF Management B.V. Mohammed Mahmoud Isa-Dutse Oluseyi Kolawole Kumapayi Tamramat Mosunmola Belo-Olusoga 19

20 Other information Provisions in the Articles of Association governing the appropriation of profit Under article 23 of the Company s Articles of Association, the result for the year is at the disposal of the General Meeting of Shareholders, which can allocate said profit either wholly or partly to the formation of or addition to one or more general or special reserve funds. The company can only make payments to the shareholders and other parties entitled to the distributable profit insofar as the shareholders equity exceeds the paid-up and called-up part of the capital plus the statutory reserves. Proposal for profit appropriation The General Meeting of Shareholders will be asked to approve the appropriation of the result for the period ended 31 December 2013 to accumulated result. The company can only make payments to the shareholder and other parties entitled to the distributable profit in so far as (1) the company can continue to pay its outstanding debts after the distribution (the so-called distribution test), and (2) the shareholders equity exceeds the legal reserves and statutory reserves under the articles of association to be maintained (the socalled balance sheet test). If not, management of the company shall not approve a dividend distribution. Subsequent events There are no events subsequent to balance date which would have an impact on the Company s financial statements for the period ended 31 December Independent auditor s report The independent auditor s report is set out on the following page. 20

21 Independent auditor s report To: the General Meeting of Shareholders of Access Finance B.V. Report on the financial statements We have audited the accompanying financial statements 2013 of Access Finance B.V., Amsterdam, which comprise the balance sheet as at 31 December 2013 and the profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information. The Board of Management s responsibility The Board of Management is responsible for the preparation and fair presentation of these financial statements and for the preparation of the managing directors report, both in accordance with Part 9 of Book 2 of the Netherlands Civil Code. Furthermore, the Board of Management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements give a true and fair view of the financial position of Access Finance B.V. as at 31 December 2013 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code. Report on other legal and regulatory requirements Pursuant to the legal requirements under Section 2:393 sub 5 at e and f of the Netherlands Civil Code, we have no deficiencies to report as a result of our examination whether the managing directors report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b - h has been annexed. Further, we report that the managing directors report, to the extent we can 21

22 assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Netherlands Civil Code. Amstelveen, 3 June 2014 KPMG Accountants N.V. A.P.A. Greebe RA 22