2ND ANNUAL GENERAL MEETING

Transcription

1 European Company - investing in the emerging market Africa. 2ND ANNUAL GENERAL MEETING 13th September 2013 Westin Grand Frankfurt konrad-adenauer-strasse 7, frankfurt/m., Deutschland, Germany.

2 CONTENT The Brand 3 General Listing Information 4 Partners 5 Agenda 6 Chairman Statements 11 HMK Projects 13 HMK 2012 Audited Accounts 22 CEEMEA Economics Analyst on Nigeria 48

3 THE BRAND Haldane McCall PLC owns and operates among others, the Best Western Hotel Brand in Nigeria, Suru Express Hotels in West Africa, Suru Homes Limited and Proliﬁc Micro Finance Bank. 03

4 GENERAL INFORMATION LISTING INFORMATION Shared Admitted Haldane McCall PLC ISIN IM00B7XZY39 Share ID Number (WKN) A1J3U8 Stock Exchange Symbol Code HMK1 Type of Shares Registered Shares Registration Number Incorporated in Isle of Man under the companies Act, Number V Sector Hotel, Real Estate and Banking Date of opening Price Quote 30th September 2011 Stock Exchange Listing Stuttgard stock Exchange Market Segment Open Market Number of Total Shares 56,772,076 common stock and 400,000 preferred stock Nominal Capital 71,465,095 No. of Employees 249 Continuous Quotation YES Investor Relations Computershare 04

5 PARTNERS Auditor Ayoola Oldadeji and Co. (Ikeja, Lgos/Nigeria) Legal Advisor Dele Ojogbede and Co (Lagos/Nigeria) Stock Exchange Stuttgart Stock Exchange Vienna Stock Exchange 05 Market Maker KochBank GmbH Transfer Agent Computershare Ltd. Company Administration Acclaim Limited

6 AGENDA Opening Prayer Introduction Of Officers Chairman Statement on pages 11 and 12 Matters Arising From Last AGM AND EOGM on pages 8 to 10 Ordinary Business: 1. To lay before the members the Audited Financial Statements for the year ended 31st December, 2012 and the Report of the Directors thereon, on pages (Resolution 1) 2. To declare an interim dividend of 0.01 Euro per share (Resolution 2) 3. To re-elect the following Directors each of whom will retire pursuant to Article 15(3) of the Articles of Association of the Company and who being eligible offer themselves for re-election; a) b) c) d) e) f) Edward Akinlade James Sadoh Folakemi Akere Abul Kasim Aminul Haq Olubukola Omosola Banjo Oghenetega Aruoture Adekoya (Resolution 3) (Resolution 4) (Resolution 5) (Resolution 6) (Resolution 7) (Resolution 8) 4. To appoint the firm of Messrs. Ayoola Oldadeji and Co / Ernst & Young as company Auditors and to authorize the directors to fix their remunerations. (Resolution 9) 5. Transacting such further and other business as may properly come before the meeting or any adjournment thereof. (Resolution 10) Special Business: 1. To approve the proposal to sponsor a REIT and acquire properties via a special project vehicle (HMK Real Estate Investment Trust) whereby the public can invest in the Real Estate Investment Trust by purchasing the units or investing in the mutual fund in acquiring properties. Real Estate Investment Trust is a security that sells like a stock on the major exchanges and invests in real estate directly through properties, it offers investors high yields, as well as a highly liquid method of investing in real estate markets. (Resolution 11) 2. To approve the proposal to float a 40M Euro Bond 06 (Resolution 12)

7 NOTES: 1. PROXY A member of the company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her place. A proxy for a corporation may vote on a show of hands and on a poll. A proxy need not be a member of the company. To be valid, a proxy form, if intended to be used, should be duly stamped by the Commisssioner for Stamp duties and deposited at the Registered Office of the Company being Acclaim House, 12,Mount Havelock, Isle of Man, 2QG IM1 not later than 48 hours before the time fixed for the meeting. 2. DIVIDEND If dividend of Euro 0.01 (1cent) per every ordinary share recommended by the Board of Directors is approved and declared, shareholders whose names appear in the Register of Members as the close of business on the 30th June, 2013, will have their dividend warrants dispatched to them immediately. EXPLANATORY NOTES: Resolution 3 In relation to ordinary resolution Mr. Edward Akinlade will upon re-appointment, continue as a Chairman/Group Managing Director of the company. Resolution 4 In relation to ordinary resolution Mr. James Sadoh will upon re-appointment, continue as a Director of the company. He is considered an executive director and an independent director. Resolution 5 In relation to ordinary resolution Mrs. Folakemi Akere will upon re-appointment, continue as a Director of the company. She is considered to be an executive director and an independent director. Resolution 6 In relation to ordinary resolution Mr. Abul Kasim Aminul Haq will upon re-appointment, continue as a Director of the company. He is considered a non-executive director and non-independent director. Resolution 7 In relation to ordinary resolution Olubukola Omosola Banjo will upon re-appointment, continue as a Director of the company. She is considered to be an executive director and an independent director. Resolution 8 In relation to ordinary resolution Oghenetega Aruoture Adekoya will upon re-appointment, continue as a Director of the company. She is considered to be an executive director and an independent director. Article 15 (3) of the Articles of Association of the Company Each Director holds office for the term, if any, fixed by the resolution of Shareholders or the resolution of the Directors appointing such person, or until such person s earlier death, resignation or removal or until such person is no longer permitted to act as a Director under section 93 of the Act. If no term fixed on the appointment of a Director, the Director serves indefinitely until such person s earlier death, resignation or removal or until such person is no longer permitted to act as Director under section 93 of the Act Questions & Answers Closing prayer 07

8 08

9 09

10 10

11 CHAIRMAN STATEMENTS INTRODUCTION You are all welcome to Haldane Maccall PLC second AGM. The first was held in Lagos Nigeria about a year ago and your board felt the second must be held closer to our investors and stock exchange. CURRENT PERFORMANCE Your Group generates profit of EUR 2.3 million after tax in the first half of The company s profit in the same period to June 2012 amounted to EUR million. This however includes exceptional revenues of EUR 3 million from one off sales of London investment properties. The company s profit after tax to June 2013 from its ordinary activities increased by 82.5% from EUR million to EUR million. Results of the first half of 2013 in detail: - Turnover: EUR million Profit after tax: EUR million Cash and cash Equivalents : EUR million Assets: EUR million ( June 2012: EUR million) Liabilities: EUR million ( June 2012: EUR million) Net assets after the deduction of all liabilities: EUR million Group Retained earning now stands at EUR million 11

12 LISTING Following the closure of the Open Market of the Frankfurt Stock Exchange during December 2012, The Group was able to maintain its listing on the Stuttgard Stock Exchange. We listed on the Berlin stock exchange but due to miss communication between berlin and Stuttgart as regard our home exchange our listing was canceled. We are taken legal advice on the matter and further announcement will follow shortly. Updates will be provided at the AGM regarding new listing on the Vienna stock Exchange and proposed New German AG Structures GROUP BORROWING As at 31 December 2012 Haldane McCall PLC's borrowings, excluding capitalized loan costs, totalled 39.6 million (31 December 2011: 54.8m) representing an LTV of 36% (31 December 2011: 45.9%). The group repaid about 16m during the year to reduce its total borrowing, however rates rose from 18%pa to 23%pa resulting in finance expenses of 6.5m. The Board is however confident that the Group has the flexibility to manage its borrowings and to conclude negotiations for loans swap and arrange lower rates with lenders in AUDITORS We are proposing today to add one additional auditor (Ernst and Young) to reflects our international brands and meeting market expectation for a multi millions euro company. IPO AND CURE INSTITUTIONAL INVESTOR During 2013 the Group intends to issue up to 20m new shares following approval of its Public Offering Prospectus by BaFin, the German Federal Financial Services Supervisory Authority. The group intends to use the proceeds from the capital increase for accelerating its growth through expanding its portfolios in hotels, real estates, and microfinance bank. The shares will be offered to cure institutional investors via private placements. FUNDING FUTURE PROJECTS The Group is proposing for your approval of Euro 40m Bond issue today and to float a REIT on the Nigeria Stock Exchange. This action will half HMK interest payment and free cash for future investments in Africa Emerging Markets and dividend payment. DIVIDEND During 2012 your company paid an interim and final dividend of Euro per shares totalling 1.780million to shareholders on its register as at 30 June 2012, however some shareholders elected to reinvests the dividend in the company. We will continue to review our dividend policy and expect a progressive dividend once it is prudent to do so. Today we are proposing an interim dividend of Euro 0.01 per share totalling 667k to shareholders on its register as at 30 June This reflect our promised to shareholders limited by Group borrowings FUTURE OUTLOOK Our core business in Hotels and Real estate is growing, regular news on new projects development will be release to the markets. The future for emerging market Africa is bright, do your research and come invest more with us. You are all welcome once again to Haldane McCall Plc 2nd Annual General Meeting. 12

13 HMK Projects On going and Completed Projects Project Location: Description : Cost : Duration Date completed: 1 Lagos Suru Group Head Ofﬁce USD7 Million 6 months April

14 Project Location: Description : Cost : Duration Date completed: 14 2 Lagos Suru Express Hotel,Surulere USD0.65 Million 12 months September 2011

15 Project Location: Description : Cost : Duration Due for completion 3 Lagos 35 bedroom suru express hotel,g.r.a., Ikeja USD3.3 Million 24 months September

16 Project Location: Description : Cost : Duration Due for completion 4 Lagos Block of 55 nos of 4 bedroom luxury USD18 Million 24 months June

17 Project Location: Description : 5 Lagos 112 bedroom Best Western Hotel, Lagos Ikeja Cost : USD13 Million Duration 36 months Date completed: October

18 Project Location: Description : Cost : Duration Due for completion 6 Lagos 26 low cost housing site USD0.86 Million 6 months September

19 Project Location: Description : 7 Lagos 250 low cost housing of 2 bedroom for the Federal Government Cost : USD4.17 Million Duration 16 months Date completed September