Rasmala plc

Results for the year ended 31 December 2016

The Board of Rasmala plc (“Rasmala”, the “Group” or the “Company”) announces its audited results for the year ended 31 December 2016.

2016 HIGHLIGHTS

Our year at a glance

• At the end of the year, assets under management stood at £775 million (US$ 956 million) (2015: £723 million (US$ 1,072 million)), after stripping out the impact of currency movements our AUM rose by US$ 85 million during the year
• The underlying business continued to strengthen with fees and commissions rising 34 per cent from £5.3 million in 2015 to £7.1 million
• Two legacy investments inherited from the previous management encountered serious challenges and this, in turn, led to write-downs that comprised the bulk of our pre-tax loss
• Flagship Funds continued long-standing track record of investment success
• Expanded real estate portfolio in the UK and the UAE
• Global Investor/ISF named Rasmala Asset Manager of the Year in the United Arab Emirates
• Rasmala Trade Finance Fund was given the Outstanding Performance & Innovation award by MENA Fund Manager

How we performed

• Total operating income £3.6 million (2015: £10.2 million)
• Loss before tax from continuing operations £8.1 million (2015: profit £0.5 million), the majority of our loss resulted from a £5.7 million write-down of two legacy investments
• Loss to equity holders £8.0 million (2015: loss £0.1 million), after tax expense of £0.3 million (2015: £0.2 million) and loss on discontinued operations of £0.1 million (2015: £0.1 million)
• Loss per share of 25.97p (2015: earning per share of 0.04p)
• Staff costs of £7.0 million (2015: £6.2 million) and other operating expenses of £4.6m (2015: £3.4 million)
• Net Asset Value of 295.98p per share at the year end (2015: 331.58p per share) 

Chairman’s Statement

This was a challenging and unpredictable year in which oil prices and regional and global geopolitics dominated. Despite the headwinds, we continued forward momentum in our underlying business. Fee income was significantly increased and our margins improved. Regrettably, two legacy investments inherited from the previous management encountered serious challenges. This, in turn, led to write-downs that comprised the bulk of our pre-tax loss this year of £8.1 million.

After three consecutive years of improving performance, this is clearly disappointing. We are now working hard to bounce back in 2017.

Performance

Given the often-stormy financial climate of 2016, the emphasis was on keeping the ship steady. This we managed, whilst also making headway in a number of areas.

2016 saw greater emphasis on fee and commission income in addition to asset management based revenue. Our investment performance was strong across various asset classes including our leasing and trade finance funds, which proved their value as diversification tools during troubled times. We also closed real-estate transactions in the UK and the UAE.

Our assets under management remained broadly stable, despite continuing market volatility and a decline in the value of the Egyptian pound. Despite the turbulence of 2016, our balance sheet remains strong.

That we have made progress despite the many challenges in what was an extraordinary year for world events is a tribute to the hard work and focus of our team.

Market developments

The GCC economies were under pressure throughout 2016. The year opened with the oil price collapse, with obvious implications for regional investors. The oil price staged something of an erratic recovery during 2016, although only to levels that would historically have been seen as unexceptional. The oil price decline squeezed liquidity in the banking system in the GCC, with knock-on effects for the regional economy.

The fall in the oil-price also resulted in GCC countries issuing more debt, both Islamic and conventional bonds. Fortunately, these countries are not over-borrowed – debt to GDP ratios in the GCC are less than five per cent, against an average of 87.5 per cent for France, Germany and the UK.

The strength of the US dollar was also a constant challenge, given local currency pegs.

Corporate governance

The year saw the departure of our senior independent director Mohammed Al Sarhan. The Board expressed its gratitude to Mr Al Sarhan for all his work on the company’s behalf. Martin Gilbert Barrow, currently a non-executive director, was appointed as Mr Al Sarhan’s replacement as Senior Independent Director.

The Company undertook an annual evaluation of the performance of the Board, its committees and its Directors. The evaluation was led by the Chairman of the Nomination and Remuneration Committee (“NRC”). Board members were also required to complete a skills matrix to identify relative strengths and weaknesses across a number of skill sets that the Board considered integral to its performance.

Based on the evaluation Rasmala provided a number of training sessions to Board members. Many of these sessions were led by external experts whereas others were led by members of the Company’s Risk and Compliance teams.

Strategy

As 2016 was the last year in the current five-year business plan, the Board held an offsite strategy session towards the end of the year to discuss Rasmala’s next five-year business plan. We are now preparing the roadmap and expect to complete and announce details with our half year results. In the meantime, some of our immediate priorities are highlighted in the CEO’s report.

Outlook

Prospects for the GCC countries have improved in 2017. At the end of last year, the International Monetary Fund declared: “The growth outlook for the GCC is positive.” The oil price has stabilised and businesses in the region have had to become leaner and fitter to survive after the challenges of 2015 and 2016. As a result of the relative stability of the oil price, a cornerstone economic factor in the GCC, we expect to see a corresponding increase in investors’ risk appetite.

The fears of a dramatic slowdown in the emerging markets, seen at the start of 2016, have abated. Furthermore, even though there is political uncertainty on both sides of the Atlantic, we expect GCC investors to be more active in both of these markets.

We are confident about our business prospects. The Board is focused on ensuring that we bounce back in 2017 while putting in place a clear strategy for the next five years.

Chief executive’s strategic review

On behalf of the Directors, I am pleased to present my review of the year, as part of our Strategic Report.

Results

2016 proved to be a difficult and challenging year, with material political and economic changes taking place. In a rapidly changing environment, our priority was to maintain stability and investment performance across our products. Although we were able to achieve both objectives, the Group made an operating loss before tax of £8.1 million, against a profit of £0.5 million in 2015. Total operating income was £3.6 million (2015: £10.2 million) and costs were £11.7 million (2015: £9.7 million). After three consecutive years of positive performance, these results are clearly disappointing.

The majority of our loss resulted from a £6.0 million write-down of two legacy investments, Accelerator Technology Holdings Limited (“ATHL”) and DiamondCorp plc. The Board decided to write down both of these investments to reflect the current uncertainty around these assets.

The net loss, including non-controlling interests, amounted to £8.5 million (2015: £0.2 million profit) after tax expenses of £0.3 million (2015: £0.2 million).

Whilst disappointing, we believe there are reasons to be optimistic about our prospects for 2017 and beyond. The underlying business continued to strengthen with fees and commissions rising 34 per cent from £5.3 million in 2015 to £7.1 million, in line with our strategic goal of growing annuity income. Our net interest margin also increased by 27 per cent from £1.1 million in 2015 to £1.4 million.

During the year, we continued to make progress towards the objectives we set ourselves some years ago, re-orientating the Group’s business towards alternative investment and real estate.

The Asset Management business performed well, with assets under management increasing once more in underlying currencies and investment performance remaining strong.

The Investment Banking business strengthened its reputation as a provider of high-quality real-estate investment opportunities. As I discuss later in my report, our Real Estate proposition was impacted by the after-effects of the Brexit vote in the UK on June 23. However, we believe this asset class has strong growth potential and will remain a key area of focus moving forward. During the year, we completed real estate transactions in the UK and UAE and acquired a majority stake in Orchard Apartments Limited (“OAL”), a growing UK operator of serviced apartments.

Our expenses increased to support planned investment in our people and platform. However, much of the increase from £9.7 million to £11.7 million reflects the accounting impact of the fall in sterling against the dollar on our USD cost base. Total costs for 2016 include £0.4 million provision taken against DiamondCorp plc. As always we continue to tightly manage our cost base and capture efficiencies where-ever possible.

Our balance sheet has remained strong despite the unpredictable conditions that characterised the year. We continue to have sufficient financial resources to support our business and maintain strong capital and liquidity positions. As of 31 December 2016, Rasmala had total capital of £93.8 million.

Asset Management

Our Asset Management business proved itself again during what was, by any measure, an extraordinary year. In a 12-month period that opened with the oil price collapse and ended with an election upset in the United States, taking in Britain’s Brexit vote along the way, our performance remained steady throughout.

Total gross inflows remained strong at US$248 million, down from US$404 million in 2015. The impact of foreign exchange movements was material, with the devaluation of the Egyptian pound being the most significant having reduced our reported Assets under Management (“AuM”) by approximately US$200 million. As at 31 December 2016 our AuM stood at US$956 million down from US$1.1 billion in 2015. After stripping out the impact of currency movements our Assets under Management rose by US$85 million.

The business continued its strategy of expanding its product offering into alternative investments, providing clients with greater choice and enhancing our ability to retain and grow assets in volatile conditions.

Some performance highlights of the year included; Rasmala Global Sukuk Fund, which generated a net return for investors of 4.97 per cent; the Rasmala GCC Fixed-Income Fund, which produced a net return of 6.83 per cent and Rasmala Leasing Funds 1 and 2, which have to date paid average annual cash distributions of 12 per cent and 9.2 per cent respectively.

The Rasmala Trade Finance Fund invested $91.7 million in 341 new transactions and delivered 12 consecutive months of positive returns generating a net return of 4.77 per cent.

Once again our efforts were recognised with Rasmala being named asset manager of the year for the United Arab Emirates by Global Investor. This was just the latest in a series of awards for the Group. Earlier in the year, MENA Fund Manager awarded Rasmala Best Global Sukuk Fund and an Outstanding Performance and Innovation Award for the Rasmala Trade Finance Fund.

Investment Banking

Our Investment Banking team led our Group’s efforts to further expand into real estate.

Our priority in 2016 was originating property transactions in the UK and these plans were thrown into doubt by the Brexit vote. Nevertheless, we acquired a commercial property in the UK just outside London for £24.4 million (US$30.2 million) and continued to manage our property portfolio in the UK. We also acquired a majority stake in Orchard Apartments Limited, a business developing and owning specialised corporate serviced apartments. This gives us a foothold in a market with significant growth potential.

A major challenge during the year arose from the June referendum result in the UK, in which the country voted to leave the European Union. As many GCC investors put their UK investment plans on hold, we were able to switch our focus to real-estate opportunities in the UAE. In August, we acquired 72 warehouses in Dubai Investments Park for AED300 million (US$81.7 million). This will continue to be a theme in the year ahead – the development of real-estate products in the UAE that can spot specific local-market opportunities.

In September, we saw the successful closing of the US$28.4 million Salaam III Limited Sukuk issuance. The sukuk was given an investment-grade BBB rating from Fitch.

Principal investments and treasury

Principal Investments (“PI”) is primarily focused on providing seed funding for new Asset Management products and underwriting Investment Banking transactions. PI is also responsible for day-to-day group liquidity, capital and balance sheet management.

The PI team spent significant time and effort in 2016 on our non-strategic legacy holdings. DiamondCorp plc, a South African mine, had its main subsidiary Lace Mine forced into business rescue late in 2016 after a force majeure event. ATHL, a Jordan based venture capital company, suffered losses due to poor performance by its core portfolio investment. These assets are minority investments inherited from the previous management and were written down in 2016.

On a more positive note we released US$10.3 million from another challenged legacy investment, Madaares although there was no P&L impact as the exit was at book value.

Market outlook

Investor sentiment should improve in 2017 as the fundamentals of the GCC countries reassert themselves. Regional governments are attempting to diversify their revenue base away from over-dependence on oil and these efforts are gathering speed. The region has a good investment story to tell with low government debt levels, abundant natural resources and significant concentrations of both private, institutional and sovereign wealth.

We expect regional equity markets to rebound in 2017 after a few difficult years. The interest rate environment will be more challenging as the US Federal Reserve Bank normalises monetary policy but this should not prevent bonds issued by regional corporates from performing well.

While the outlook for traditional equity and fixed-income products is positive, investors will continue to seek out diversification opportunities. Investor interest in alternative strategies will continue to grow, and our product offering – including real estate, trade finance and leasing – make us well positioned to capture market share.

There are, of course, challenges as well as opportunities, not least geopolitical risk both regional and global. After the events of 2016, it would be unwise to rule out more shocks in the immediate future.

During this year and beyond, our commitment to the region and its investors will be undimmed.

Future developments

Last year marked the end of our five-year business plan which commenced in 2012 and was focused on restoring Rasmala to its rightful position as a pioneer and innovator in regional markets. Despite a challenging 2016, we believe we have been successful in achieving that goal.

At the end of last year, we commenced a strategic review in order to develop our next 5-year plan. The Board has already concluded that some immediate steps need to be taken to prepare the Group for the next phase of its development.

Over the last few years we have consolidated our business in key business hubs and gradually reduced our regulatory footprint in non-core markets. We believe it is possible to further simplify our business by relinquishing our UK FCA permissions. Although we have ambitions to expand our investment activities in the UK, we are unlikely to manage assets at the holding company level. Accordingly, we have started consulting with all relevant stakeholders to ensure we implement this decision in a careful and considered manner. We will report back to shareholders when the consultation process has been completed.

The AIM listing is under review and the Board is assessing whether the Alternative Investment Market is the most optimal venue for Rasmala. All options are being considered, including remaining in London whilst also looking at Dubai as a potential listing venue.

The Board is reviewing options for making further capital distribution to our shareholders, as we are unable to deploy excess capital in the short term. The business is in a stronger position today to access debt and equity capital when required, and this gives the Board more flexibility when considering distributions to shareholders. We anticipate shareholder distributions of approximately £20 million in 2017.

Whilst the last five years were about strengthening the platform and growing organically the emphasis in the next five years will be on growth through acquisition and joint venture partnerships.

Acknowledgements

All of our efforts are focused on creating the right environment and opportunities to grow and succeed in a disciplined way. Our resilience in challenging conditions is a tribute to the hard work by everyone at Rasmala and is testament to the calibre of individuals we have and continue to attract. I would like to thank all our staff for their contribution to our success and finally our Chairman, Abdallah Y. Al-Mouallimi, and the Board for their counsel and support. Although market conditions continue to be challenging, I look forward to 2017 with optimism and confidence.

Consolidated statement of income

Rasmala plc

Consolidated statement of other comprehensive income

For the year ended 31 December 2016

Rasmala plc

Consolidated and company statement of financial position

As at 31 December 2016

Rasmala plc

Consolidated statement of changes in equity

For the year ended 31 December 2016

Rasmala plc

Company statement of changes in equity

For the year ended 31 December 2016

Rasmala plc

Consolidated and Company statement of cash flows

For the year ended 31 December 2016

Segment information

The Group focuses on Middle East and North Africa markets and for 2016 centered on the following three core businesses:

• Investment banking – advisory and arranging on corporate finance, structured products, originating, structuring and placement in debt capital market.
• Asset management – investment management solutions encompassing equities, fixed income and alternatives.
• Principal investments – provision of financing, investing in funds, debt capital market, structured debt finance and Islamic products, includes a diversified portfolio of private equity assets.

These core business lines were the Group’s strategic business units (‘SBU’). Each SBU deals with different products and services, and was managed separately based on the Group’s management and internal reporting structure. SBU activities are monitored by the Group’s management committees and the Board which is provided with internal management reports on a monthly basis.

Information regarding the results of each reportable segment as regularly reviewed by the group executive management and the board of directors is given below. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Geographical information

The Group operates in three geographical areas mainly the UK, Gulf Cooperation Council (GCC), and Egypt.

The Group’s revenue from continuing operations from external customers by location of operations are detailed below.

A copy of our financial statements is available on the Comp