Annual General Meeting. July 12, 2012

Transcription

1 Annual General Meeting July 12, 2012

2 Disclaimer THE INFORMATION CONTAINED IN THIS DOCUMENT HAS NOT BEEN INDEPENDENTLY VERIFIED AND NO REPRESENTATION OR WARRANTY EXPRESSED OR IMPLIED IS MADE AS TO, AND NO RELIANCE SHOULD BE PLACED ON, THE FAIRNESS, ACCURACY, COMPLETENESS OR CORRECTNESS OF THIS INFORMATION OR OPINIONS CONTAINED HEREIN. NONE OF PI OR ANY OF ITS AFFILIATES, ADVISORS OR REPRESENTATIVES SHALL HAVE ANY LIABILITY WHATSOEVER (IN NEGLIGENCE OR OTHERWISE) FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS DOCUMENT OR ITS CONTENT OR OTHERWISE ARISING IN CONNECTION WITH THIS DOCUMENT. THIS DOCUMENT INCLUDES FORWARD LOOKING STATEMENTS. BY THEIR NATURE, FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. NO UNDUE RELIANCE SHOULD BE PLACE ON THESE FORWARD LOOKING STATEMENTS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY CERTIFICATE OF PI AND NEITHER IT NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER. 2

3 Today s presentation 1. Presentation of 2011 annual financial results and first 5 months (2012) unaudited results 2. Review of activities since May 2011 general meeting and outlook for the future 3. Certificate holder questions 3

4 Annual financial results and first 5 months unaudited results

5 Consolidated balance sheet: 31 December 2011 Summary Figures MEUR (unless indicated otherwise) FY 2011 FY 2010 Cash and equivalents Gross assets (excl. cash and equivalents) Liabilities (1.9) (2.1) Shareholders funds (8.2) (11.5) NAV per ADC 1)2) EUR 0.14 EUR ) Excluding treasury certificates 2) NAV per ADC is not indicative of future capital repayments 5

6 Consolidated balance sheet: 31 December 2011 Treatment of the Assets Karpat Energo (24% ownership interest and a put option) Carried in non current Available-for-sale financial assets at nil Put option was exercised during 2011 The counterparty refused to honor the put option Arbitration has commenced in Hungary to enforce the exercise of the put option Solantis Pro La Punta (100% ownership) Not consolidated due to lack of control Carried in non current Available-for-sale financial assets at nil All other assets in the investment portfolio have been disposed of Hohenlohe windpark transfer to Meinl Bank completed during March 2011 The transfers of the Company s development projects, pursuant to the exercise of the put option with the buyer of the Almeria/Solon project, were completed during

7 Parent Company financial results first 5 months through May ) Parent Company Consolidated MEUR (unless indicated otherwise) FY ) (5 months) FY 2011 (12 months) FY 2011 Cash and equivalents Gross assets (excl. cash and equivalents) Liabilities (1.2) (1.9) (1.9) Shareholders funds (7.5) (8.2) (8.2) NAV per ADC 2)3) EUR 0.13 EUR 0.14 EUR 0.14 NAV per ADC 2)3) (incl. EUR 7.80 repayment) EUR 7.93 EUR 7.94 EUR ) Unaudited figures 2) Excluding treasury certificates 3) NAV per ADC is not indicative of future capital repayments 7

8 Development of Parent Company Cash: From 31 December 2011 through 31 May ) MEUR Cash balance and uses Cash balance 31 December Meinl Bank Arbitration (0.7) Legal costs (0.3) Operating costs (0.3) Ending cash 31 May ) 8.1 Trade creditors 31 May Note 1: Unconsolidated and unaudited. 8

9 Operating expense comparison Parent Company 5 months months 2011 TEUR Unaudited Audited 1) Management fees - - License fees - - Market-maker fees Court fees - (54) Legal, consulting and auditing fees 394 1,862 Financial advisor fees sale process - - Directors fees including Managing Director Administration costs Other Total Operating expenses 675 2,714 1) See notes 7 and 24.2 of the Consolidated Financial Statements. 9

10 Review of activities and outlook

11 Activities / developments since May 2011 General Meeting Completed the transfer/disposal of individual development projects in relation to the put option exercised with the buyer of the Almería and Solon projects Initiated arbitration proceedings to enforce the put option with respect to Karpat Energo shares Concluded the arbitration matter against Meinl Bank; Company did not prevail on its claims Company was ordered to pay costs to Meinl Bank in the amount of TEUR 737 All matters with Meinl Bank now resolved Defended legal actions brought by former directors Administrative tasks associated with the wind-up of the Company 11

12 Activities/tasks to wind up the Company Resolution of remaining investments and legal disputes Arbitration with respect to the Karpat Energo Zrt. ( KE ) put option 24% shareholding Pro La Punta 25 S.L. ( La Punta ) 100% shareholding Litigation with former directors Wind up and resolution of remaining Company activities and obligations [reference resolution # 8]: Resolution of all obligations and any other claims which may arise Administrative tasks, including accounting, auditing and reporting Liquidation of Cypriot holding companies (Stratius and Erymanthius) Compliance with Jersey and Austrian regulatory requirements Repayment of cash to certificate holders 12

13 Resolution of Remaining Investments and Legal Disputes Status and approach to KE investment recovery Project has not been developed, and is not operational Project company is the subject of formal insolvency proceedings in Hungary Arbitration proceedings underway, hearing scheduled for September, expected to be resolved within 2012 No prediction regarding outcome of litigation; value of the put option is between 0 and MEUR 15.6 Status of La Punta investment Only current activity is litigation in La Punta to recover funds from the developer, for which PI received no value Status of litigation with former director Pirrwitz Claim for exit payment of TEUR 700 PI added a former director as a third party defendant Trial in Jersey scheduled for September

14 Resolution of Remaining Investments and Legal Disputes (cont d) Status of litigation with former director Vilsmeier Joined into Pirrwitz and Dohr matters as third party responsible for any obligation, if the Court finds any such obligation Director claimed against PI for unpaid overtime and expenses, including personal security costs, in the amount of approximately TEUR 130 PI filed a counterclaim for security costs paid of approximately TEUR 586 Status of litigation with former director Dohr Claim for exit payment of TEUR 700 Filed in Jersey during January 2012 PI added a former director as a third party defendant 14

15 Ongoing Running Costs Fixed on-going fees: Directors ( 118,000/annually) Jersey Administration ( 80,000/annually) Market Maker ( 48,000/annually) Other costs - variable with activity required includes: Legal corporate/litigation Consulting management/litigation Audit Insurance General Meetings 15

16 Estimated Range of Financial Outcomes From 31 May 2012 through Winding Up 1) Estimated Low: TEUR Estimated High: TEUR 3) Estimated Low: EUR per ADC 2) Estimated High: EUR per ADC2) 3) Cash - 31 May 2012 (net of payables) 7,900 7, Provisions for remaining costs/ litigation (1,900) 15,700 (0.03) 0.27 Contingency (2,000) (1,500) (0.03) (0.03) Net 4,000 22, Note 1: Unaudited; please see disclaimer regarding forward looking information on page 2 of this document. Note 2: Excluding treasury certificates. Note 3: Estimated High assumes a favourable ruling and collection of an award in the amount of PI s claim in the KE matter. This guidance is an estimate only and does not constitute a forecast or a guarantee of future performance. 16

17 Outlook and further cash repayment Considerations regarding further cash repayments include: the potential value of the KE put option; the continuing obligations, including contingent liabilities related to litigation and appropriate contingencies; and the timescale and cost for concluding the winding-up of the Company. The initial repayments per certificate 1) have been EUR 4.40 in June 2009, EUR 2.50 in October 2009 EUR 0.40 in August 2010, and EUR 0.50 in November 2010, totaling EUR 7.80; The Board of Directors intends to distribute additional amounts as circumstances permit. The Board of Directors revises the guidance of anticipated potential further repayments to between EUR 0.07 and EUR 0.38 per certificate 1) ; this is EUR 0.01 less than communicated on 23 December Based on the above, the total anticipated repayments would be between EUR 7.87 and EUR 8.18 per certificate 1). 1) Excluding treasury certificates This guidance is an estimate only and does not constitute a forecast or a guarantee of future performance. 17

18 Next steps File a copy of the resolution to wind up the Company with the Registrar of Companies in Jersey Resolve the KE investment Resolve litigation and any obligations of the company Wind up the company s affairs Distribute remaining funds and dissolve the company 18