TIDMITA

RNS Number : 6815N

Itacare Capital Investments Ltd

11 September 2013

 
 Date:              11 September 2013 
 On behalf of:      Itacaré Capital Investments Ltd ("Itacaré" 
                     or the "Group") 
 Embargoed until:   0700hrs 
 

Itacaré Capital Investments Ltd

Half Year Results for the six months ended 30 June 2013

Itacaré Capital Investments Ltd. (AIM: ITA), a real estate investment company focused on high-end residential resorts in Brazil, today announces its half year results for the six months ended 30 June 2013.

Highlights

-- Basic Net Asset Value stands at $1.00 per share.

-- Loss of $5.38 million for the six months, compared to a gain of $11.01 million for the full year 2012 (EPS loss of $0.05 compared to EPS profit of $0.12 for full year 2012), driven by the material exchange movement in the Brazilian Real (R$) against the US Dollar ($).

-- Total assets at 30 June 2013 of $102.8 million (31 December 2012: $106.6 million), including cash of $2.1 million.

-- Continued progress made on the projects being developed at Duas Barras, Trancoso and Tres Praias with each increasing in R$ but impacted by unfavourable exchange movement of 9% in six months to 30 June 2013.

-- Anticipated disposal of Warapuru did not materialise thereby necessitating the placement of Treasury Stock in April 2013.

-- Equity funding committed into our Trancoso joint venture SPV at NAV (31 December 2012), which provides necessary capital to launch the project.

-- Debt funding secured for Trancoso, as yet to be drawn down, to fund the hotel development programme.

Commenting, Michael St Aldwyn, Chairman of Itacaré Capital, said:

"Despite the frustrations of the current economic and political situation in Brazil and an unfavourable exchange rate, the last six months have seen continued progress with the Company's active projects, as reflected by the value uplifts in local currency. The long-term economic indicators in Brazil are positive for our investments and we remain optimistic as we continue to push our projects closer to the sales phase."

For further information:

 
 Itacaré Capital Investments            Tel: +44 (0)7770 362863 
  Chairman, Michael St. Aldwyn 
 Itacaré Capital Partners               Tel: +55 11 2678 0800 
  Investment Manager, Pedro de Miranda 
 Cenkos Securities                           Tel: +44 (0)20 7397 8962 
  Stephen Keys, Adrian Hargrave (Nominated 
  adviser) Russell Kerr, Alex Aylen 
  (Sales) 
 Redleaf Polhill                             Tel: +44 (0)20 7382 4720 
  Emma Kane, Henry Columbine, Hannah          E: itacare@redleafpolhill.com 
  Fensome 
 

Notes to Editors:

-- Itacaré Capital Investments Ltd is a limited liability closed-end real estate investment company focused on tourism-real estate developments in Brazil. The Company acquires large parcels of land at strategic locations that can be developed and sold to end users with the intention of achieving a minimum IRR of 25 per cent.

-- The Company invests in projects at an early development stage or in strategic land sites that can be acquired at a discount to open market value at current usage.

-- Itacaré Capital focuses on beachfront parcels with particular geographic characteristics that maximise sea views and reduce the need for expensive landscaping thus translating into higher margin.

-- Itacaré Capital aims to create a development that is better than the best quality development in the local area in order to achieve maximum pricing power.

-- Itacaré Capital focuses on high quality residential developments that typically include a number of holiday or second home units, luxury hotels and leisure components. Approximately 70% of our portfolio is targeted to domestic buyers.

-- Further information is available at www.itacarecapital.com

CHAIRMAN'S STATEMENT

The first six months of 2013 have seen some significant political activity in Brazil which, coupled with a dramatic devaluation of the Brazilian Real against the US Dollar, has led foreign investors to question the momentum of the Brazilian miracle. As you will see later in the Manager's Report, a combination of street protests and a sluggish economy has left the government in a difficult situation with presidential elections coming up in 2014.

While some areas of the economy have continued to flourish and the preparations for next year's World Cup have proved further advanced than many expected, there is an unmistakable slow-down.

I am pleased to report that this has had limited impact on the core projects in which your company is involved; in fact during the period all three appreciated in local currency but showed a decline in US Dollar as a result of the Real devaluation.

Further progress has been made in securing planning consent in all three, with sales expected to start in Bahia Beach (Trancoso) by year-end and in Tres Praias in the first quarter of 2014. We recognise that this is at the end of our projections but in line with the bureaucratic delays that we continue to experience.

With regards to our non-core projects we have continued our efforts to dispose of these assets. Despite granting an extension to the potential purchaser of our Warapuru assets, they were unable to complete the proposed transaction with the result that approaches are now being made to other potential buyers.

Results

The results for the six months to 30 June 2013 show a loss of $5.38 million, driven by the material exchange movement in the Brazilian Real against the US Dollar, which gave rise to unrealised valuation losses of $4.83 million for the period. This compared to a profit of $11.01 million for the full year to 31 December 2012, which reflected increased valuations for our three main projects due to the significant progress made with planning consents thereon. During the six months to 30 June 2013, further gains were made in local currency for each of the three main investments, reflecting the continued progress made; however, the material exchange rate movement from R$2.047 to the US Dollar, to R$2.226 during the period has negatively impacted their respective Dollar valuations. At a combined $100 million, these comprise the bulk of the Company's NAV. The Company's operating costs have remained on budget throughout the period. The Company reported a Basic Loss per share of $0.05 compared to a Basic Earnings per share of $0.12 for the full year to 31 December 2012.

During the period, the Company placed the balance of its Treasury Stock for gross proceeds of $2.78 million. Consequently, the Company is reporting a Basic Net Asset Value (NAV) of $1.00 per share, compared with $1.11 at 31 December 2012. Itacaré Capital continues to have no debt at Company or asset level and total net assets as of 30 June 2013 of $96.4 million, including $2.1 million of cash. As a further affirmation of the NAV the Company very successfully secured an equity investment, at project NAV, into the Bahia Beach Trancoso joint venture special purpose vehicle ("SPV") in July 2013. These funds will be used to bolster the SPV balance sheet and provide necessary capital for all pre-marketing and pre-build spend. Development finance has also been secured on favourable terms for the SPV, which will be drawn down by the joint venture when the hotel build program commences.

Dividend policy

The Board would also like to take this opportunity to reiterate that the Company's intention is still to maximise the IRR of each project investment and that it therefore intends to return capital profits as soon as they are realised, subject to retaining sufficient working capital.

Shareholder matters

Subsequent to the end of the period and in line with the review conducted late last year, your company elected to adopt many of the provisions of the UK Takeover Code with a view to assuring increased protection for shareholders, minority shareholders particularly.

In July 2013 the Board received notification that an investor group representing over 51% of the shareholders of the Company had signed an agreement valid for three years whereby the group undertook to act in unison and not to sell their shares at a price below the most recently published NAV. The Board welcomed this initiative as a demonstration of the group's belief in the underlying value attributed to their shares in the Company.

Summary

In summary, this has been a frustrating period in which all of the members of the team have worked hard to ensure continuing progress. Despite these challenges, your Board continues to be optimistic about the Company's prospects and welcomes your continued support.

Michael St Aldwyn

Chairman

11 September 2013

INVESTMENT MANAGER'S REPORT

We are pleased to report continued operational progress for the six months ending 30 June 2013.

The Brazilian economy and the political scenario in particular are passing through a sensitive moment, and the government is reacting quickly to stabilise both. The Company has made solid progress to initiate sales in two of its three main projects, notwithstanding some delays that are common for licensing of real estate developments of this nature in Brazil. Notably, in the Trancoso Project, $7 million of equity is being raised at NAV from a local pension fund.

Brazilian Economy

In response to last year`s weak GDP growth (0.9%), in late 2012 and early 2013 the Brazilian government enacted a series of measures to stimulate production, decrease inflation pressure, boost competitiveness, and achieve economic recovery. Even though some numbers and sectors reacted positively to the stimulus, current estimates point to GDP growth of approximately 2.3% for 2013.

Among these measures are (i) standardisation of the interstate tax to a common rate of 4% for all interstate transfers, (ii) reduction in labour taxes for some sectors, (iii) the Brazilian Development Bank (BNDES) set interest rates to under 4% p.a. for hotel projects to increase the sector`s capacity nationwide and (iv) reduction on the corporate income tax on real estate developments from 6% to 4% on revenues.

In the first half of this year, the Brazilian government faced serious popular manifestations in the whole country, with millions of people marching against corruption, poor education, public transportation and health system, plus a number of other claims. The manifestations took a dimension unheard of in the history of Brazil, seriously damaging the popularity of the President. As a response, the government enacted a series of measures to address some of the main claims, the results of which shall be seen in the near future.

In spite of the government's efforts, after the unemployment rate hit a 10-year low in 2012 of 4.6%, a sluggish upward cycle began in 2013, reaching 6.0% in June. Also, the Brazilian economy was impacted, as was the rest of the world, by the strong appreciation of the Dollar, which led the Real exchange rate to suffer a 9% hike (from 2.05 to 2.23) through the first semester with expectations that this trend will be maintained for a while. The Consumer Price Index for the last 12 months, as a reflection, reached 6.7%, slightly above the target ceiling set by the government (6.5%) but the market expects the index to return to around 5.8% after this seasonal peak. These expectations are based on the fact that the hike in prices triggered the government to start a rising cycle in the benchmark borrowing rate (Selic) which moved from 7.25% to 9.00%.

The 2014 FIFA World Cup and the 2016 Olympic Games are expected to bring significant benefits in terms of development and should help the government to focus on implementing the required investments, in particular in infrastructure. In 2012, the country's three largest airports have been privatised, while the two main ones in Rio de Janeiro have their bidding process scheduled for October 2013, and another 45 regional airports' modernisation bidding processes have now been scheduled for November 2013. In June, Brazil held the Confederations Cup with great success, with all stadiums ready and approved for the competition. Through the rest of 2013 and 2014, the continuation of initiatives to boost privatisations or partnerships between the government and the private sector in areas such as ports, roads, and railways is expected.

Although growing at a slower pace than expected, the Brazilian economy remains stable supported by low unemployment, continuous primary government surplus, industrial production regaining momentum and a growing middle class. In light of the coming international events (World Cup and Olympics), the Brazilian government is investing in infrastructure and increasing financing to hospitality and other related industries. The recent popular insurgencies are expected to direct the government to increase infrastructure expenditures and general government investments to ensure social development and growth.

Portfolio Update

The portfolio of the Company is divided into Active Projects and Other Investment Properties to give better visibility to investors on the main drivers of value within our portfolio.

The table below illustrates the value progression in the Company's five projects both in local currency and US Dollar equivalent. The portfolio had an appreciation of 5% in Reais terms, from R$214 million in December 2012 to R$224 million in June 2013, which reflects the progress made in our Active Projects. Nonetheless, it suffered a small decrease in US Dollar terms due to the harsh Real depreciation of 9% during the first semester of 2013.

Despite the political and economic scenarios, we continue to see growth in consumer confidence and wealth creation in the country, which is reflected in the demand for residential properties. Our portfolio is currently mainly positioned for local buyers, who are looking to purchase both primary and secondary homes in attractive locations.

Project Valuation Summary ($ m)

 
                        Três   BB Trancoso   Duas Barras   Havaizinho   Warapuru 
                           Praias 
 Entry Price                 16.7          16.0           8.2          7.1       11.1 
 Valuation Jun-2012          35.4          25.8          18.1          5.3        2.0 
 Valuation Dec-2012          41.5          34.4          21.5          5.1        2.0 
 Valuation Jun-2013          39.8          33.5          19.8          4.8        2.0 
 

Project Valuation Summary (R$ m)

 
                        Três   BB Trancoso   Duas Barras   Havaizinho   Warapuru 
                           Praias 
 Entry Price                 29.7          27.4          15.5         17.9       19.8 
 Valuation Jun-2012          71.0          51.8          36.3         10.6        4.0 
 Valuation Dec-2012          85.0          70.4          43.9         10.5        4.1 
 Valuation Jun-2013          88.7          74.6          44.1         10.8        4.5 
 

ACTIVE PROJECTS

Três Praias

The Company invested $16.7 million in the Três Praias residential project, situated in the State of Espírito Santo. The State is the leading producer of iron ore and steel slabs in the country, being home to the world's largest steel plant, ArcelorMittal Brasil. Vitoria, the capital city, is the largest steel-producing city in the world. The city has an important port for exporting iron ore and steel. In addition, Espírito Santo is an important oil and gas driller, a major granite producer, exporting the product worldwide, and the second largest producer of coffee and cellulose in the country.

Like many other states in Brazil, tourism is also a prominent industry of Espírito Santo. The wonderful beaches and the picturesque mountain retreats attract a large number of tourists to the State.

Três Praias is expected to benefit from a significant increase in the level of investment into the State, as more foreigners and locals move there to work in the oil and steel industries. According to the investment plans announced for the next five years, Petrobras (NYSE: PBR), the government-owned oil company, is investing almost $1 billion over the next years in Espírito Santo, to expand exploration and production, and Vale (NYSE: VALE) is expected to invest another $1 billion in a new pelletising plant. The State expects the new confirmed oil reserves to boost total production from 360,000 barrels of oil per day in 2012 to 500,000 in 2015. The State is now the second largest oil and gas producer in Brazil. The expansion of the oil and steel business in the region is expected to contribute to further infrastructure developments, as well as the growth of the middle and upper classes and a resultant increase in demand for residential properties, including our own.

As announced in July 2009, the Company and its project partner, Brookfield Incorporações SA (BOVESPA: BISA3), one of Brazil's largest real estate developers ("Brookfield"), agreed new terms to the original investment agreement signed in December 2007. Brookfield acquired approximately nine hectares, or 10% of the entire site, for a cash consideration of R$6.5 million ($3.2 million), all received by the Company by July 2011. Under the amended agreement with Brookfield, in addition to the sale of 10% of the site, Brookfield is also responsible for the master planning and preliminary licensing of the entire site and all related costs, including legal fees, environmental compensation and architecture projects.

Detailed engineering drawings for infrastructure and residential units and MEP, BMS, foundations, internal traffic and telecom studies have been completed for Phase 1. The Company submitted the Environmental Impact Study along with other required documentation for Phase 1 permits at the end of 2011 and is awaiting final approval. A public hearing to discuss the Environmental Impact Study was scheduled to occur in June 2013, but the Municipality cancelled the public hearing due to public manifestations and riots in the city, and rescheduled it to 5 August 2013. The first environmental licence (Preliminary Licence) is expected to be granted a couple of months after the public hearing.

Despite Brookfield and the Company's efforts, the launch date for the Project was delayed from H1 2013 to Q1 2014 due to the complexity of environmental licensing, which was further delayed due to the local strikes by the State Environmental Agency and public manifestations in the first semester of 2013.

In April 2013, IPHAN approved the archaeological report, which is a condition for the issuance of the first environmental license (Preliminary License). In parallel to the environmental licensing, Brookfield is approving the implementation drawings with the Municipality, and finalising the product and sales strategies. Brookfield Social Institute has been engaged and will be responsible for preparing the social and environmental compensation programs for Phase 1.

Furthermore, Brookfield is also finalising the incorporation documents and the sales and marketing campaigns after which pre-sales will start. The project will see the phased development of 1,778 residential units representing total expected sales in the amount of R$741 million ($335 million) for our remaining share, and 200 hotel units representing total expected sales in the amount of R$66 million ($30 million).

The Três Praias Project targets only local buyers, mainly from the Espirito Santo and Minas Gerais states, and C&W's residual valuation in local currency has increased from R$85.0 million ($41.5 million) in December 2012 to R$88.7 million ($39.8 million) in June 2013.

Trancoso - Bahia Beach

The Trancoso project is situated on a 293-hectare site with approximately 600 metres of beachfront. It is three kilometres away from the village of Trancoso, Bahia, and 47 km south of Porto Seguro International Airport, which is served by domestic and international charter flights. There is also a 1,500-metre paved landing strip located within a 15-minute drive from the project. The project will see the phased development of 177 residential units, a small 40-bungalow luxury hotel, a beach club, a spa and other amenities on the site. Total sales value is projected at R$1 billion resulting in R$500 million ($225 million) attributable to the Company based on its 50% shareholding.

In December 2010, Itacaré Capital signed a Hotel Operating Agreement with Hotel Marco Internacional S.A., the operator of Fasano Hotels, a premium luxury brand in Brazil, and JHSF Participações S.A., the controlling shareholder of Fasano Hotels, for the development of Fasano Trancoso. The project team also comprises Hart Howerton, a London-based firm of master-planners, and Isay Weinfeld, the award-winning Brazilian architect.

In November 2011, the project received approval by the Municipality of Porto Seguro for the issuance of the Installation Licence and the Construction Licence for Phase 1 of the Project. Phase 1 comprises a 40-room Fasano hotel, restaurant, spa and 23 Fasano residential villas for sale, all located in the beachfront part of the site. The Installation and Construction Licences are key value creating steps in the development process. They authorise (i) the master plan blueprints to be used in the Project, and (ii) the technical drawings for construction.

Following the granting of these licences at the end of 2011, the Federal Environmental Agency (IBAMA) suspended the Installation Licence to verify the existence of protected vegetation in the beachfront area. IBAMA issued a favourable technical report lifting the suspension in December 2012, and this report is now waiting for ratification by the President of IBAMA.

In addition, the local neighbours' association filed a lawsuit questioning some environmental issues and a preliminary injunction was granted before the Company presented its defence on the case. The preliminary injunction was reversed in December 2012 and the licenses are again effective. Recently, the Company and the neighbours' association reached an agreement, mediated by the Public Prosecutor, pursuant to which the Company will provide the neighbours with access to some Project facilities and the neighbours' association will withdraw all existing claims and will refrain from filing any future claims.

On 31 December 2012, the Company signed with Banco do Nordeste do Brasil (BNB) a 13-year R$40.1 million construction loan facility, with an annual interest rate of 2.5%, to cover the hotel and its infrastructure related cost. The Company is now finalising the process to obtain a bank guarantee letter, which will be offered to Banco do Nordeste do Brasil.

In July 2013, a Brazilian pension fund committed to invest R$15 million (approximately $7 million) in the Trancoso project. The investment will be made through a local REIT, to which the Company will contribute R$50 million in shares from the Trancoso SPV (out of the December 2012 valuation of R$140.8 million/$68.8 million) and the new investor will contribute the R$15 million in cash. As a result, the new investor will control approximately 10% of the Trancoso SPV and the holding company that Itacaré Capital currently owns 50:50 with other investors will own the remaining 90%, thus resulting in a project ownership of 45% for Itacaré Capital. The use of the proceeds from the new investor will be used primarily to fund marketing of Phase 1 (23 Fasano villas), site preparation, infrastructure and other pre-construction costs.

In March 2013, the Condominium rules and incorporation documents were approved by the Real Estate Registry. The Company now expects to start off-plan sales in the last quarter and construction is expected to start in the months following.

Cushman & Wakefield ("C&W") conducted a residual valuation analysis of the project recognising that it is likely to attract a good mix of wealthy Brazilians and foreign buyers. C&W also took into account the full impact of hotel construction, which on a standalone basis is slightly value dilutive, but positively impacted by a premium sales price anticipated in their valuation model for the Fasano-branded real estate and by the hotel loan signed with BNB. During the reporting period, the US Dollar had a strong appreciation of 9% and consequently the valuation of the Company's 50% share of the project suffered a moderate decrease of 3% from $34.4 million (December 2012) to $33.5 million (June 2013). The Real valuation rose from R$70.4 million (December 2012) to R$74.6 million (June 2013) in the period.

Duas Barras

Duas Barras Project, in the State of Alagoas, is situated on a 200-hectare beachfront plot, which is divided into two main parts where villas will be located. The first is a relatively flat plateau that sits approximately 30 metres above sea level and offers panoramic ocean views. The second is a beach-level coconut plantation with access to close to 2.6 kilometres of white sandy beach.

Oscar Niemeyer, the renowned Brazilian architect, designed a 40-room hotel, and New York-based Field Operations prepared the master plan for the site. The project plan is split into two main phases. Phase 1 real estate will be clustered around the hotel complex in order to facilitate the construction and the use of shared infrastructure. Phase 1 will include sea view villas and polo villas on the plateau, while the beachfront villas will be developed as part of Phase 2. The residential portion will consist of 54 villas for sale. Total sales value is projected at R$655 million resulting in R$327 million ($148 million) attributable to the Company based on its 50% shareholding.

In February 2010, the project was approved by the State of Alagoas for the issuance of the first environmental licence (Preliminary Licence). At the end of 2010, the Company received approval of the second environmental licence (Infrastructure Implementation Licence), which is the next stage of permits for the construction of infrastructure that supports the project. During 2012 and first semester of 2013, the Manager worked to fulfil the required environmental recuperation works that were a condition of the Preliminary Licence. In addition, we completed the registration process required for the bank loan (on favourable terms similar to those obtained for Trancoso above) and are now working on obtaining the financing pre-approval. Also, the Company finalised and filed with IPHAN the archaeological study that we expect should be approved before the year end.

C&W valued the investment on a "Residual Valuation" basis. During the reporting period, our 50% share of the valuation decreased by 9% from $21.5 million (December 2012) to $19.8 million (June 2013) as a result of the Dollar appreciation whilst the Real valuation remained stable, from $43.9 million (December 2012) to $44.1 million (June 2013).

OTHER INVESTMENT PROPERTIES

Our interests under 'Other Investment Properties' represent just 7.4% of the Company's investment portfolio and it is the Company's intention to dispose of them in an orderly manner.

Warapuru

The Company owns four parcels of land and a mortgage interest on 25% of the hotel facilities as a result of its investment in the project made in 2007. In May 2011, when the project was half built, the Portuguese developer of this project was declared bankrupt. The Company is working with the other main creditor, a Brazilian bank, in order to achieve an efficient sale of the assets.

Given the potential decay of the partially built structures and the associated uncertainties with the timing of the solution of the bankruptcy and the completion of the project, C&W has valued the investment on an orderly liquidation basis being the amount for which the properties could be exchanged between knowledgeable, willing parties in an arm's length transaction basis with a resultant valuation of $2.61 million (2012: $2.93 million).

In June 2012, the Company signed a Binding Letter of Intent (LOI) with Warapuru Restructuring Partners, LLC (WRP), a US private investment group, for the sale of the Company's interest in Warapuru for a total consideration of $2 million. In March 2013 a revision to the LOI was signed extending the terms by 90 days to allow WRP to complete its due diligence. WRP paid $30,000 to extend its due diligence, which expired in June 2013, but WRP did not achieve completion of the LOI and the Company decided not to renew the LOI.

The Company continues to seek a purchaser for its non-core assets in line with its stated strategy. The Board has decided to adopt the lower aborted consideration price of $2 million for Warapuru in its half year accounts instead of the higher C&W valuation.

Havaizinho

The site comprises a 33-hectare land parcel and has 860 metres of sea frontage and a small cove beach. It has lower levels of dense vegetation and it is zoned for tourism development.

The Company originally acquired this site in a 50:50 partnership with the developer of Warapuru. Once the developer ran into financial problems, the Company assumed the remaining land payments and as the land is adjacent to the Warapuru Project, in 2010, excluded the defaulted partner from the partnership. As a result, the Company owns 100% of this site without being exposed to any potential claims from the developer's creditors.

As detailed in the Warapuru project above, in the LOI signed with WRP, the Company also negotiated an option for the sale of the Havaizinho property, pursuant to which WRP would pay $50,000 for a 12-month option to purchase 100% of the Company's interest in the Havaizinho project for $7 million.

In June 2013 the due diligence period expired without completion and WRP did not meet the agreed deadline. The Company continues to seek a purchaser for its non-core assets in line with its stated strategy.

C&W has valued Havaizinho at $4.8 million (R$10.8 million) versus $5.1 million (R$10.5 million) in December 2012.

Looking ahead

We expect to start sales of Phase 1 of the Trancoso Project in Q4 2013, with a view to starting construction shortly thereafter, along with Três Praias, which Brookfield expects to start selling in early 2014. We are focused on bringing our two largest projects to sales status whilst continuing to work on divesting of the non-core investment properties to further generate realisations for the Company.

Pedro P. de Miranda

Managing Director

Itacaré Capital Partners Ltd

11 September 2013

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                           6 months      6 months    Year ended 
                                                 to            to 
                                            30 June       30 June   31 December 
                                               2013          2012          2012 
                                                  $             $             $ 
 
 Interest received                           24,282       114,615       301,079 
 Other income                                30,000             -             - 
 Valuation gains on investment 
  properties                                      -     3,748,935    19,435,316 
 Valuation losses on investment 
  properties                            (4,828,779)   (4,479,000)   (2,932,450) 
                                                     ------------  ------------ 
 Total operating (loss)/profit          (4,774,497)     (615,450)    16,803,945 
 
 Management fees                          (870,000)     (870,000)   (1,740,000) 
 Other administration fees and 
  expenses                                (889,889)     (679,592)   (1,689,718) 
                                        (1,759,889)   (1,549,592)   (3,429,718) 
 
 (Loss)/profit for the period 
  before tax                            (6,534,386)   (2,165,042)    13,374,227 
 
 Deferred tax                               724,317       109,510   (2,475,430) 
                                       ------------  ------------  ------------ 
 
 (Loss)/profit for the period           (5,810,069)   (2,055,532)    10,898,797 
 
 Other comprehensive income 
 
 Exchange differences on translating 
  foreign operations                        434,693       734,917       109,619 
 Other comprehensive income, net 
  of tax                                    434,693       734,917       109,619 
 Total comprehensive (loss)/income 
  for period                            (5,375,376)   (1,320,615)    11,008,416 
                                       ============  ============  ============ 
 
 
 Basic (loss)/earnings per Share            $(0.05)       $(0.01)         $0.12 
 
 

The accompanying notes are an integral part of the interim report

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                          30 June       30 June   31 December 
                                             2013          2012          2012 
 ASSETS                       Notes             $             $             $ 
 
 Non-current assets 
 Investment properties          4     100,097,500    86,725,500   104,507,500 
                                      100,097,500    86,725,500   104,507,500 
 Current Assets 
 Trade and other 
  receivables                             622,022     2,450,715       460,318 
 Cash and cash equivalents              2,117,637     2,807,925     1,649,230 
                                     ------------  ------------  ------------ 
                                        2,739,659     5,258,640     2,109,548 
 
 Total assets                         102,837,159    91,984,140   106,617,048 
                                     ============  ============  ============ 
 
 EQUITY 
 
 Capital and reserves attributable to equity 
  holders 
 Ordinary Shares                          960,965       891,415       891,415 
 Share premium account                 90,768,492    88,159,322    88,159,322 
 Retained earnings                      1,282,734   (5,861,526)     7,092,803 
 Foreign exchange 
  reserve                               3,375,559     3,566,164     2,940,866 
 Total equity                          96,387,750    86,755,375    99,084,406 
                                     ------------  ------------  ------------ 
 
 LIABILITIES 
 
 Non Current Liabilities 
 Deferred tax liability         3       4,927,288     3,066,665     5,651,605 
 Trade and other 
  payables                              1,353,871     1,057,596             - 
                                     ------------  ------------  ------------ 
                                        6,281,159     4,124,261     5,651,605 
                                     ------------  ------------  ------------ 
 Current Liabilities 
 Trade and other 
  payables                                168,250     1,104,504     1,881,037 
                                     ------------  ------------  ------------ 
                                          168,250     1,104,504     1,881,037 
                                     ------------  ------------  ------------ 
 
 Total liabilities                      6,449,409     5,228,765     7,532,642 
 
 Total equity and 
  liabilities                         102,837,159    91,984,140   106,617,048 
                                     ============  ============  ============ 
 
 

The accompanying notes are an integral part of the interim report

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                           Share                   Foreign 
                           Ordinary      premium      Retained    exchange 
                             Shares      account      earnings     reserve         Total 
                                  $            $             $           $             $ 
 
 Balance at 1 January 
  2012                      850,965   86,177,272   (3,805,994)   2,831,247    86,053,490 
 Treasury shares             40,450    1,982,050             -           -     2,022,500 
 Net (loss) for the 
  period                          -            -   (2,055,532)           -   (2,055,532) 
 Foreign exchange 
  reserve                         -            -             -     734,917       734,917 
 Balance at 30 June 
  2012                      891,415   88,159,322   (5,861,526)   3,566,164    86,755,375 
                          ---------  -----------  ------------  ----------  ------------ 
 
 Balance at 1 July 
  2012                      891,415   88,159,322   (5,861,526)   3,566,164    86,755,375 
 Net profit for the 
  period                          -            -    12,954,329           -    12,954,329 
 Foreign exchange 
  reserve                         -            -             -   (625,298)     (625,298) 
 Balance at 31 December 
  2012                      891,415   88,159,322     7,092,803   2,940,866    99,084,406 
                          ---------  -----------  ------------  ----------  ------------ 
 
 Balance at 1 January 
  2013                      891,415   88,159,322     7,092,803   2,940,866    99,084,406 
 Treasury shares             69,550    2,712,370             -           -     2,781,920 
 Issuance costs                   -    (103,200)             -           -     (103,200) 
 Net (loss) for the 
  period                          -            -   (5,810,069)           -   (5,810,069) 
 Foreign exchange 
  reserve                         -            -             -     434,693       434,693 
 Balance at 30 June 
  2013                      960,965   90,768,492     1,282,734   3,375,559    96,387,750 
                          ---------  -----------  ------------  ----------  ------------ 
 
 

The accompanying notes are an integral part of the interim report

UNAUDITED CONDENSED CONSOLIDATED CASH FLOW STATEMENT

 
                                                 6 months      6 months     Year ended 
                                                       to            to             31 
                                                  30 June       30 June       December 
                                                     2013          2012           2012 
                                                        $             $              $ 
 Operating activities 
 Net (loss)/profit for the period             (5,810,069)   (2,055,532)     10,898,797 
 Revaluation of investment properties           4,828,779       730,065   (16,502,866) 
 (Increase)/decrease in receivables             (161,704)   (2,010,500)       (20,103) 
 (Decrease) in payables                         (358,916)     (918,400)    (1,199,463) 
 Foreign exchange                                 434,693       734,917        109,619 
 Deferred taxation                              (724,317)     (109,510)      2,475,430 
                                                           ------------  ------------- 
 Net cash (used) in operating activities      (1,791,534)   (3,628,960)    (4,238,587) 
 
 Cashflows from investing activities 
 Increase in investment properties              (418,779)     (352,065)      (901,134) 
 Net cash outflow from investing 
  activities                                    (418,779)     (352,065)      (901,134) 
                                             ------------  ------------  ------------- 
 
 Cash flows from financing activities 
 Issue of treasury shares                       2,678,720     2,022,500      2,022,500 
 Net cash inflow from financing activities      2,678,720     2,022,500      2,022,500 
 
 Net (decrease) in cash and cash 
  equivalents                                     468,407   (1,958,525)    (3,117,221) 
 Cash and cash equivalents at the 
  start of the period                           1,649,230     4,766,450      4,766,450 
 
 Cash and cash equivalents at the 
  end of the period                             2,117,637     2,807,925      1,649,230 
                                             ============  ============  ============= 
 
 

The accompanying notes are an integral part of the interim report

NOTES TO THE FINANCIAL STATEMENTS

   1.   General information 

The Company is a limited liability closed-end real estate investment company, incorporated on 27 April 2006 in the British Virgin Islands (BVI). The Company is a real estate investment company focused on master planned residential resorts in Brazil and managed by Itacaré Capital Partners Ltd. ("ICP" or the "Investment Manager").

The shares of the Company were admitted to the Alternative Investment Market ("AIM") of the London Stock Exchange on 30 May 2007. The consolidated financial statements for the half-year to 30 June 2013, comprise the Company and its subsidiaries (together referred to as the "Group").

This unaudited condensed consolidated interim report does not constitute statutory accounts. The financial information for the year ended 31 December 2012 has been extracted from the statutory accounts for that year, which are available on the Group's website www.itacarecapital.com. The auditor's report on those financial statements was unqualified.

   2.   Accounting policies 

2.1 Basis of preparation

The unaudited condensed consolidated interim report for the six months ended 30 June 2013 has been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRSs") as adopted by the European Union. The unaudited condensed consolidated interim report should be read in conjunction with the annual financial statements for the year ended 31 December 2012, which were prepared in accordance with IFRSs as adopted by the European Union.

2.2 Joint Ventures

The following amounts represent the Group's 50% share of the assets and liabilities, and results of joint ventures. They are proportionately included in the balance sheet and income statement.

 
                                       Duas Barras                BB Trancoso 
                                               Ltd                        Ltd 
 
                            6 months    Year ended     6 months    Year ended 
                               ended                      ended 
                                 Jun           Dec          Jun           Dec 
                                2013          2012         2013          2012 
 Assets 
 Long-term assets         19,829,000    21,460,000   33,554,106    34,394,700 
 Current assets              249,970       341,529      210,495       262,648 
                          20,078,970    21,801,529   33,764,601    34,657,348 
                         -----------  ------------  -----------  ------------ 
 Liabilities 
 Long-term liabilities             -             -    1,053,871     1,057,597 
 Current liabilities           9,950        19,206        9,819        62,105 
                               9,950        19,206    1,063,690     1,119,702 
                         -----------  ------------  -----------  ------------ 
 
 Net assets               20,069,020    21,782,323   32,700,911    33,537,646 
                         -----------  ------------  -----------  ------------ 
 Income                        1,203         3,450        1,115         6,068 
 Expenses                   (50,014)     (110,756)     (99,197)      (75,370) 
 Loss after income tax      (48,811)     (107,306)     (98,082)      (69,302) 
                         -----------  ------------  -----------  ------------ 
 

There are no contingent liabilities relating to the Group's interest in the joint ventures (Dec 2012:nil).

There are no contingent liabilities of the ventures themselves (Dec 2012:nil).

   3.   Deferred Taxation 

As a company incorporated under the BVI International Business Companies Act (Cap. 291), the Company is exempt from taxes on profit, income or dividends. Each company incorporated in BVI is required to pay an annual government fee, which is determined by reference to the amount of the Company's authorised share capital.

The deferred tax provision for the Brazilian subsidiaries is based on the capital gains tax rate, which is 15%. At the Company level such tax liability is likely to be reduced depending on, among other things, the tax domicile of the vehicle being sold and/or the acquirer.

In accordance with IAS 12 Income Taxes a full provision has been made for the 15% liability that would arise if the Company were to sell its interest in the Brazilian property directly instead.

 
                                                   Deferred 
                                                        tax 
                                                  liability 
                                                          $ 
 Balance at 1 January 2012                        3,176,175 
 Charge in the income statement                   2,475,430 
 Balance as at 31 December 2012                   5,651,605 
                                                 ========== 
 
 Balance at 1 January 2013                        5,651,605 
 Credit in the income statement                   (724,317) 
 Balance as at 30 June 2013                       4,927,288 
                                                 ========== 
 
 Deferred tax liability is attributable to the 
  following: 
 Revaluation of investment property               4,927,288 
 Total                                            4,927,288 
                                                 ========== 
 
   4.   Investment Properties 
 
                            Tres         Bahia          Duas 
                          Praias         Beach        Barras   Havaizinho    Warapuru         Total 
                               $             $             $            $           $             $ 
 At beginning 
  of period           41,533,000    34,389,500    21,460,000    5,125,000   2,000,000   104,507,500 
 Additions in 
  period                       -       360,529           250       58,000           -       418,779 
                    ------------  ------------  ------------  -----------  ---------- 
                      41,533,000    34,750,029    21,460,250    5,183,000   2,000,000   104,926,279 
 Fair value 
  adjustment         (1,662,000)   (1,200,529)   (1,631,250)    (335,000)           -   (4,828,779) 
 At end of period     39,871,000    33,549,500    19,829,000    4,848,000   2,000,000   100,097,500 
                    ============  ============  ============  ===========  ==========  ============ 
 

The Directors appointed C&W, an internationally recognised firm of surveyors to conduct a valuation of the Company's acquired sites to determine their fair asset value as at 30 June 2013. These valuations were prepared in accordance with generally accepted appraisal standards, as set out by the American Society of Appraisers (the "ASA"), and in conformity with the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation and the Principles of Appraisal Practice and Code of Ethics of the ASA and RICS (the "Royal Institute of Chartered Surveyors").

The analysis of market value of the properties is based on all the pertinent factors that relate both to the real estate market and, more specifically, to the subject properties. The valuation analysis of the properties used three approaches: the comparison approach, the residual value approach and a liquidated sale approach. The comparison approach is based on the premise that persons in the marketplace buy by comparison. It involves acquiring market sales/offerings data on properties similar to the subject property. The prices of the comparables are then adjusted for any dissimilar characteristics as compared to the subject's characteristics. Once the sales prices are adjusted, they can be reconciled to estimate the market value of the subject property. The residual value approach is an assessment of the value of a scheme as completed and deduction of the costs of development (including developer's profit) to arrive at the underlying land value. The liquidated sale approach is used where the investment has not performed as expected. Under this approach, special assumptions are made whereby the liquidated value is determined in a similar manner to the direct sales or residual approach but with a discount factor to reflect the fact that the interest that is being valued is subject to special circumstances and cannot be offered freely and openly in the market.

Each of the above-mentioned techniques results in a separate valuation indication for the subject property. Unless the liquidation approach has been used, a reconciliation process is performed to weigh the merits and limiting conditions of the first two approaches. Once this is accomplished, a value conclusion is reached by placing primary weight on the technique, or techniques, that are considered to be the most reliable, given all factors.

In relation to Warapuru, the Board has chosen not to adopt C&W's valuation but has included $2 million for the valuation as at June 2013.

   5.   Net asset value per share 

The net asset value per share and the net asset values attributable to ordinary shares at the period end are calculated in accordance with their entitlements in the Articles of Association and were:

 
                            Net asset value per                    Net asset value 
                            share attributable                      attributable 
                         30 June     30 June      31 Dec     30 June     30 June    31 Dec 
                            2013        2012        2012        2013        2012      2012 
                       Unaudited   Unaudited     Audited   Unaudited   Unaudited   Audited 
                               $           $           $       $'000       $'000     $'000 
 Basic                      1.00        0.98        1.11      96,387      86,755    99,084 
 Diluted                    1.00        0.98        0.95      96,387      86,755    85,057 
 Diluted 
  excluding 
  deferred 
  tax liability             1.05        1.01        1.17     101,315      89,821   104,736 
 

Basic and diluted net asset value per share is based on net assets at the June 2013 period end, and on 960,965 (2012: 894,415) ordinary shares, being the respective number of shares in issue at the period end.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR GGUCGBUPWGRU

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