RETAIL HOLDINGS NV ANNOUNCES FIRST HALF 2022 RESULTS, STRATEGY AND LIQUIDATION SCHEDULE

WILLEMSTAD, Curacao, July 29, 2022 /PRNewswire/ — Retail Holdings NV (Symbol: RHDGF) — Retail Holdings NV (“Retail Holdings”, together with its subsidiary, the “Company”), today announced its results for the six months ended June 30th2022. The results and the full summary semi-annual report are available in the Corporate/Investor, Annual and Periodic Reports section of the Company’s website: www.retailholdings.com, and can be obtained free of charge by e-mail or by post at the address Amy DadsSecretary General, at the contact details given below.

First half operating results

Following the sale in December 2021 the Company’s stake in Retail Holdings (India) BV, the Company no longer has any operating entities or operating assets. Like a June 30, 2022 all of the Company’s subsidiaries, with the exception of Singer Asia Limited, are “in liquidation”. (See note 4 to the financial statements.) The interim financial statements have been prepared on a liquidation basis. The results of operations are reflected as discontinued operations in the Interim Consolidated Statement of Income.

The overall loss of the Company for the six months ended June 30, 2022 has been $186,000compared to a loss of $70,000 for the same period the previous year. The loss attributable to shareholders of Retail Holdings is $160,000 for the six months ended June 30, 3022compared to a loss of $196,000 for the same period the previous year. A loss of $26,000 is attributable to non-controlling interests for the six months ended June 30, 2022compared to a profit of $126,000 for the six months ended June 30, 2021. The loss largely reflects continued, albeit declining, selling and administrative expenses as the company moves closer to liquidation.

The loss attributable to Retail Holdings Shareholders is equivalent to a loss per Share of $0.03 for the six months ended June 30, 2022compared to a loss per share attributable to Retail Holdings shareholders of $0.04 for the six months ended June 30, 2021.

President’s comments

For more information on the status, intention and likely timing of the Company, please see the Chairman’s letter to shareholders, dated July 25, 2022 reproduced below.

RETAIL HOLDINGS SA AND SUBSIDIARIES

CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT – LIQUIDATION BASIS

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021 (unaudited)

In thousands of US dollars, except per share data



June 30, 2022


June 30, 2021

Continuous operations




Revenue


170

Cost of sales


Gross profit


170





Other income


5

Selling and administrative (S&A) expenses


(423)

Other expenses


(2)

Results of operating activities


(250)





Financial products


Financial expenses


Net financial charges


(Loss) before income taxes


(250)

income tax expense



(Loss) from continuing operations


(250)





Profit (loss) from discontinued operations, net of tax

(186)


180


(Loss) for the period

(186)


(70)









Attributable to:




Owners of Retail Holdings

(160)


(196)

Non-majority interests

(26)


126


(Loss) for the period

(186)


(70)





(Loss) per share (U.S. dollars)

(0.03)


(0.04)





(Loss) per share – continuing operations
(U.S. dollars)


(0.04)





RETAIL HOLDINGS SA AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION – BASIS OF LIQUIDATION

JUNE 30, 2022 (unaudited) AND DECEMBER 31, 2021

In thousands of US dollars



June 30, 2022


December 31, 2021




ASSETS




Receivables

159


567

Cash and cash equivalents

5,328


7,354

Other current assets

8


63

Total current assets

5,495


7,984





Total assets

5,495


7,984









EQUITY




Share the capital

53


53

Own shares

(seven)


(seven)

Retained earnings

4,010


4,170

Equity attributable to owners of Retail Holdings

4,056


4,216

Non-majority interests

1,140


3,232

Total equity

5,196


7,448





LIABILITIES




Current tax debts


49

Other debts

299


487

Total current liabilities

299


536





Total responsibilities

299


536

Total equity and liabilities

5,495


7,984

RETAIL HOLDINGS SA

_______________________________________________________________________________

STEPHEN H. GOODMAN
President, President
Chief executive officer

July 25, 2022

TO THE SHAREHOLDERS OF RETAIL HOLDINGS SA

Dear shareholders,

This note aims to provide additional information on the current status, intentions and probable timing of Retail Holdings NV (the “Company”). As previously stated on several occasions, the Company’s central strategy since 2015 has been to maximize and ultimately monetize the value of its assets. This program was successfully completed over the 2015-2021 period with the sale of all of the Company’s operating entities, including December 2021, its stake in Singer India Limited, the last of the businesses to be divested. Approximately $266 million the proceeds of the sale have been realised; these revenues and excess cash flow from operations were distributed to the shareholders of the Company and to the minority interests of its principal subsidiary, Singer Asia Limited.

At the start of 2022, the Company had four intermediate holding subsidiaries, with no operating company or operating assets. During the first half of 2022, three of these companies were put into voluntary liquidation, liquidations which should be final by October 2022. Only one subsidiary, Singer Asia Limited, and the company itself remain. Management’s intention is to place Singer Asia Limited into voluntary liquidation by the end of 2022, or very early in 2023, and subject to shareholder approval, to place Retail Holdings NV into voluntary liquidation. at the beginning of 2023.

Following a review of the Company’s current cash balance and probable cash flows in the event of liquidation, the Company’s Board of Directors has concluded that approximately $2.6 million of the cash balance is in excess of the probable needs of the Company and can be distributed to the Shareholders. A distribution of $0.56 will be paid on August 24, 2022 to shareholders of record on August 22, 2022. This distribution will bring the total distribution to Shareholders since the start of the dividend/payout program in 2007 to $38.86.

Going forward, the Company seeks to monetize its remaining financial assets, primarily outstanding receivables, and to pay or resolve its remaining financial liabilities, primarily including contingent liabilities. It is difficult for management at this time to estimate the net amount likely to be realized from this effort. This net amount, if any, less remaining administrative and liquidation costs, will be distributed as set out in a liquidation plan that will be distributed to shareholders for review and approval, most likely in early 2023. Management’s assumption is that any subsequent distribution to shareholders will likely be small or possibly nil.

As a consequence of the $0.56 distribution per Share payable on August 24, 2022 to shareholders of record on August 22, 2022 and the uncertainty of any subsequent distributions, it is likely that the price of Retail Holdings NV’s stock on the Pink Sheet Quotation Service will fall significantly after the record date of the distribution. Trading in stocks can also be difficult, with little liquidity in the market.

All the other members of the board of directors and myself are candidates for re-election at the next annual general meeting of shareholders. If elected, we will continue to serve until the end of the shareholder vote on the liquidation plan or the next annual general meeting of shareholders following the September 2022 Meet.

I, my fellow directors and the management team, thank our fellow shareholders for their loyalty and support to the Company in difficult times as well as in good times. We are proud of what has been accomplished since emerging from Chapter 11 bankruptcy in United States in September 2000. We will have realized $38.86 per Share in distributions (profits and returns of capital, with relatively favorable tax treatment of such distributions to US Shareholders) from an initial share price below $1.00 following the emergence of Chapter 11. We hope and believe that the Singer story, now over 170 years old, will continue profitably in old and new ways in markets around the world.

Sincerely,

STEPHEN H. GOODMAN

SOURCE Retail Holdings AG

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