Annual Report & Financial Statements
For the year ended 31 December 2024
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TABLE OF CONTENTS
TABLE OF CONTENTS
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32
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37
44
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51
52
58
59
60
61
62
99
101
106
DIRECTORS, MANAGEMENT AND ADVISERS
COMPANY OVERVIEW
CHAIRMAN'S STATEMENT
STRATEGIC REPORT
PRINCIPAL RISKS
VIABILITY STATEMENT
MANAGEMENT REVIEW
ENVIRONMENTAL SOCIAL GOVERNANCE (ESG) STRATEGY
THE BOARD OF DIRECTORS
DIRECTORS' REPORT
DIRECTORS' REMUNERATION REPORT
REPORT OF THE AUDIT COMMITTEE
STATEMENT OF DIRECTORS' RESPONSIBILITIES
INDEPENDENT AUDITOR’S REPORT
STATEMENT OF FINANCIAL POSITION
STATEMENT OF COMPREHENSIVE INCOME
STATEMENT OF CASH FLOWS
STATEMENT OF CHANGES IN EQUITY
NOTES TO THE FINANCIAL STATEMENTS
INVESTOR INFORMATION
GLOSSARY OF TERMS AND DEFINITIONS AND ALTERNATIVE PERFORMANCE MEASURES
NOTICE OF ANNUAL GENERAL MEETING
Visit our website at ceibainvest.com to find out more about CEIBA Investments Limited.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the action you should take, you are recommended to seek your own independent financial
advice from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial
Services and Markets Act 2000 (as amended by the Financial Services Act 2012) if you are in the United Kingdom or, if not, from
another appropriately authorised financial adviser. If you have sold or otherwise transferred all your Ordinary Shares in CEIBA
Investments Limited, please forward this document, together with the accompanying documents immediately to the
purchaser or transferee, or to the stockbroker, bank or agent through whom the sale or transfer was effected for transmission
to the purchaser or transferee.
2
DIRECTORS (ALL NON-EXECUTIVE)
John Herring (Chairman)
Trevor Bowen
Keith Corbin
Jemma Freeman
Andrew Pegge
Simeon Goddard (appointed 9 August 2024)
Peter Cornell (resigned 18 June 2024)
Colin Kingsnorth (resigned 18 June 2024)
all of the registered office
MANAGEMENT
Sebastiaan A.C. Berger – CEO
Cameron Young – COO
Paul Austin – CFO
ADMINISTRATOR AND SECRETARY
NSM Funds Limited
Les Echelons Court, Les Echelons
St Peter Port, Guernsey GY1 1AR
CONSULTANT TO THE SUBSIDIARIES
4K Keys Limited
Les Echelons Court, Les Echelons
St Peter Port
Guernsey GY1 1AR
REGISTRAR
MUFG Corporate Markets (formerly “Link Market Services
(Guernsey) Limited”)
Mont Crevelt House, Bulwer Avenue
St Sampson
Guernsey GY2 4LH
BOND REGISTRAR
NSM Funds Limited
Les Echelons Court, Les Echelons
St Peter Port
Guernsey GY1 1AR
REGISTERED OFFICE
CEIBA Investments Limited
Les Echelons Court, Les Echelons
St Peter Port
Guernsey GY1 1AR
FINANCIAL ADVISER & BROKER
Singer Capital Markets Advisory LLP
1 Bartholomew Lane
London EC2N 2AX
ADVOCATES TO THE COMPANY (AS TO GUERNSEY LAW)
Carey Olsen (Guernsey) LLP
Carey House, Les Banques
St. Peter Port, Guernsey GY1 4BZ
SOLICITORS TO THE COMPANY (AS TO ENGLISH LAW)
Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU
AUDITOR
Grant Thornton Limited
St James Place, St James Street
St Peter Port,
Guernsey, GY1 2NZ
TRANSFER AGENT
MUFG Group (formerly Link Group)
Central Square, 29 Wellington Street
Leeds LS1 4DL
BOND LISTING AGENT
AT THE INTERNATIONAL STOCK EXCHANGE
Carey Olsen Corporate Finance Limited
Carey House, Les Banques
St Peter Port, Guernsey GY1 4BZ
DIRECTORS, MANAGEMENT AND ADVISERS
DIRECTORS, MANAGEMENT AND ADVISERS
3
GENERAL
CEIBA Investments Limited (“CEIBA” or the “Company”) is a Guernsey-incorporated, closed-ended investment
company, with registered number 30083. The Ordinary Shares of the Company are listed on the Specialist Fund
Segment (“SFS”) of the London Stock Exchange’s Main Market under the symbol CBA (ISIN: GG00BFMDJH11). In
addition, the Company has issued €25,000,000 senior unsecured convertible bonds maturing 2025-2029 (the “Bonds”)
that are listed on The International Stock Exchange, Guernsey under the symbol CEIB1026 (ISIN: GG00BMV37C27). The
Company is a self-managed investment company governed by a Board of non-executive Directors.
The Company, through its principal wholly owned subsidiary CEIBA Property Corporation Limited (“CPC”) and the
subsidiaries and indirect investments of CPC (the Company, CPC and its subsidiaries collectively referred to as the
“Group”), indirectly invests in Cuban real estate and other assets by Group subsidiaries acquiring shares in Cuban joint
venture companies or other entities that own property rights with respect to the underlying properties. The Group
also arranges, manages and invests in financial instruments granted in favour of Cuban borrowers.
FINANCIAL HIGHLIGHTS AS AT 31 DECEMBER 2024 IN £ AND US$ (FOREX: £/US$ = 1.2529)
The Company’s Net Asset Value (“NAV”) and share price are quoted in Sterling (£) but the functional currency of the
Company is the U.S. Dollar (US$). As such, the financial highlights of the Company set out below are provided in both
currencies, applying the applicable exchange rate as at 31 December 2024 of £1.00 : US$1.2529 (2023: £1.00 :
US$1.2747). As at 31 December 2024, the Company has 137,671,576 ordinary shares (each “Share”) in issue, as well as
€25 million in Bonds maturing 2025-2029.
1 These are considered Alternative Performance Measures. See glossary on pages 101 to 105 for more information.
2 The ongoing charges percentage taking into account the ongoing expenses of the subsidiary companies is 2.89%.
* Consolidated accounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the transition to IFRS 10
investment entity in 2024. The 2023 financial highlights are not considered comparable to the current year.
CHANGE OF STATUS OF CEIBA TO AN INVESTMENT ENTITY
Up to 31 December 2023, the Company adopted the accounting standards set out under IFRS 10 for regular “operating
companies”, rather than the special rules established for “investment entities”. The principal justification for this
treatment lay in the fact that the Company owned a single operating subsidiary, GrandSlam Limited (“GrandSlam”),
which operated a travel agency, providing income from Cuban related tourism products and services, and was
accounted for in the consolidated financial statements of the Company as an operating company and not an equity
investment. The business purpose of an investment entity is to invest funds solely for returns from capital
appreciation, investment income, or both. With the consolidation of GrandSlam, the Company did not meet this
criterion and was therefore not considered an investment entity.
COMPANY OVERVIEW
COMPANY OVERVIEW
USD 31 Dec 2024 31 Dec 2023*
% change
Total Net Assets (m)
$130.0 $158.5
(18.0)%
NAV per Share
1
$0.94 $1.15
(18.0)%
Net (Loss) / Profit to Shareholders of the Company (m)
$(28.6)
$14.2
Basic and Diluted (Loss) / Profit per Share
$(0.21)
$0.10
GBP 31 Dec 2024 31 Dec 2023* % change
Market Capitalisation (m)
£33.04 £42.7
(22.6)%
Share price 24.0p 31.0p
(22.6)%
NAV per Share
1
75.3p
90.3p
(16.6)%
Discount
1
(68)% (66)%
NAV Return
1
(18.0)%
11.6%
Ongoing charges
1, 2
0.96%
2.38%
4
However, as a result of the Covid-19 pandemic, the drop in European tourist travel to Cuba resulting from the
prohibition for travelers to Cuba to visit the United States using the ESTA electronic visa waiver program and the fact
that Cuba’s tourism is still far from reaching pre-pandemic levels, the operations of GrandSlam were loss-making for a
number of years (with less than US$10,000 of income during the period 2021-2023), with no realistic future prospects.
As a result, on 2 January 2024, it was formally resolved by the Board of Directors of the Company that GrandSlam
would cease operations and apply for a voluntary strike off to remove GrandSlam from the register of Guernsey
companies. GrandSlam was dissolved on 2 December 2024.
As a result of the dissolution of GrandSlam, the Company reassessed its investment entity status. It concluded that,
effective from 2 January 2024 (the date GrandSlam ceased operations), the Company meets the IFRS 10 definition of an
investment entity in that its principal income sources are derived solely from the changes in fair value and dividends
received from its underlying investments.
Up to 31 December 2023, the Company was not considered an investment entity under IFRS 10 and presented
consolidated accounts of CEIBA and its subsidiaries in its annual report and consolidated financial statements.
Following the change of status of the Company to an “investment entity”, CEIBA must now present its financial assets
on a fair value basis as financial assets at fair value through profit or loss. As a result, the Company has ceased
preparing consolidated accounts and as at 31 December 2024 the Company has prepared stand-alone accounts. The
derecognition of the subsidiary assets and liabilities and recognition of the investment in CEIBA Property Corporation
Limited at fair value resulted in nil gain or loss. Further details can be found in notes 2.4 and 4 of these financial
statements.
In accordance with IFRS 10, the Company has accounted for the change prospectively and has not restated the 31
December 2023 results. A comparison between the net assets of CEIBA at 31 December 2023 and at the transition date
of 2 January 2024 is shown below:
(i) The subsidiary balances are comprised of the consolidated balances of the Company’s wholly-owned subsidiary,
CPC, at the transition date of 2 January 2024. A summary of the consolidated balances of CPC and its subsidiaries
as at 31 December 2024 can be found in note 8.
(ii) On the transition date of 2 January 2024, the Company’s equity interest in CPC and its subsidiaries ceased to be
consolidated. Subsequent to the transition date, the fair value of the net assets of CPC and its subsidiaries is
accounted for as financial assets at fair value through profit or loss.
31 Dec 2023
Consolidated
US$
Subsidiary
Balances (i)
US$
2 Jan 2024
Stand-alone
US$
Cash and cash equivalents
6,498,762 (5,913,357) 585,405
Accounts receivable and accrued income
10,300,131 (9,256,666) 1,043,465
Loans and lending facilities
64,127,673 (19,869,133) 44,258,540
Financial assets at fair value through profit or loss
-
143,965,158 (ii) 143,965,158
Equity investments
164,736,693 (164,736,693)
-
Investment in associate
206,259 (206,259)
-
Property, plant and equipment
578,147 (578,147)
-
Accounts payable and accrued expenses
(5,878,472) 2,170,453 (3,708,019)
Short-term borrowings
(6,072,548) 6,072,548
-
Convertible bonds
(27,625,000)
-
(27,625,000)
Total equity
206,871,645 (48,352,096) 158,519,549
Non-controlling interest
(48,352,096)
48,352,096
-
Equity attributable
to the shareholders of the Company
158,519,549
-
158,519,549
COMPANY OVERVIEW
5
COMPANY OVERVIEW
MANAGEMENT
The Company operates as a self-managed alternative investment fund. Sebastiaan A.C. Berger, Cameron Young and
Paul Austin have been engaged by the Group pursuant to employment and consulting agreements and are the
principal executives of the Company holding the respective positions of Chief Executive Officer, Chief Operating Officer
and Chief Financial Officer (together the “Executives” or “Management”).
Like many other investment companies, its administration and certain other services have been delegated to third
party providers.
FINANCIAL CALENDAR
3 July 2025 Annual General Meeting 2025
30 September 2025 Announcement of half-yearly results for the six months ending 30 June 2025
31 December 2025
Financial year end
6
2024 has proved to be another very challenging year for Cuba and its economy. The prime factors are the continued
decline in tourism numbers, the ongoing U.S. sanctions and timid (and largely ineffective) exchange rate and other
financial reforms. The government has acknowledged that the economic reforms it introduced in 2021 have been
largely unsuccessful and will soon be replaced by new rules, although these have not yet been announced.
Together, these forces have caused a contraction of the economy during the year, resulting in a severe liquidity
shortage and banking crisis, high inflation in prices, and ongoing shortages of fuel, electricity, and other basic economic
inputs. They have also contributed to the ongoing significant migration out of the country, particularly among younger,
talented individuals.
The country has suffered from an increasing number of countrywide scheduled electrical blackouts and during
October, November and December 2024 there were numerous unscheduled nationwide blackouts which lasted several
days. There was a further nationwide blackout in the first quarter of 2025. This situation has been exacerbated by
natural disasters, with the country being hit by hurricanes Oscar and Rafael in the latter part of 2024, which caused
significant damage to its already underinvested and poor infrastructure and also, sadly, caused some loss of life.
In spite of these difficult local and geopolitical circumstances, the principal assets of the Company performed well
during 2024, which is reflected by the fact that the Company realized positive net cash flow from its operating activities.
However, the application of substantially higher discount rates to the discounted cash flow models used to determine
the fair values of the underlying equity investments of the Company in order to reflect the headwinds that Cuba is
presently facing has a material adverse impact on the holding values of those assets and by extension the results and
balance sheet of the Company.
U.S. relations
The recent re-election of Donald Trump as U.S. president and Marco Rubio, a strong critic of Cuba, appointed as the
new Secretary of State, are likely to increase the challenges that Cuba faces. On 20 January 2025, President Donald
Trump reversed President Biden’s decision, made a week earlier, to remove Cuba from the U.S. list of State Sponsors
of Terrorism (“SST List”) and it is reasonable to assume that there is now little likelihood that Cuba will be removed
once again from the SST List in the next four years. It is also possible that the Trump administration will further harden
the U.S. embargo against Cuba by, for instance, reducing authorised flights from the U.S. to Cuban destinations; by
further restricting family remittances to the island; and, by increasing oil-related sanctions (such as the prohibition
against ships that have landed at Cuba from entering U.S. ports). It is also possible that international banks, already
highly reluctant to deal with Cuban transactions, will further reduce their exposure to U.S. pressure by decreasing their
appetite for clients having Cuban connections.
The key impacts of the above challenges to the Company continue to be in relation to the Company’s ability to realise
the income generated by the joint venture company Inmobiliaria Monte Barreto S.A. (“Monte Barreto”) in the form of
hard currency dividend payments and to maintain a high occupancy in the hotels as the number of tourists visiting the
island reduces. The discount rates used in the valuation of the Company’s underlying assets have also been increased
to reflect these factors. These are discussed in further detail below.
2024 Review
Notwithstanding Cuba’s economic environment, the results of the Company’s underlying trading assets have
performed relatively well. The largest asset is the 49% interest in Monte Barreto, which owns and operates the
Miramar Trade Center, Havana’s leading mixed-use office and retail real estate complex. The occupancy of the
Miramar Trade Center at the end of December 2024 was 97.5% compared to 96.1% in December 2023 and revenues
for the 12 months ending 31 December 2024 increased by 2.2% compared to the prior year. Operating costs for 2024
were 12.6% higher than those of the prior year, primarily due to an increase in employee remuneration, resulting in a
decrease of 5.3% in net profit before tax for the joint venture compared to 2023.
The key issue at Monte Barreto remains the ability to make payments of dividends in hard currency. While the rents
received are tied to U.S. dollars, they are largely paid in local currency. Operations are profitable but Monte Barreto is
mostly unable to make international payments of dividends to the Company because of the ongoing weakness of the
Cuban banking and financial system and the country’s poor liquidity position, as well as ongoing U.S. restrictions
targeting banking transactions.
Management has been working very hard on a number of initiatives to realise the cash held by Monte Barreto, and,
amongst others, arrangements have been put in place to allow some rents to be paid into an overseas bank account
and thus are received in hard currency. Such sums can then be distributed as dividends, as agreed between the
shareholders. During the twelve months ended 31 December 2024, the Company’s wholly owned subsidiary CEIBA
MTC Properties Inc. (“CEIBA MTC”), through which the Company holds its interest in Monte Barreto, received in its
foreign bank account a total of approximately US$2.0 million in rents paid by certain tenants of the Miramar Trade
Center. These sums were then applied against current and prior period declared dividends owing by the joint venture,
CEIBA MTC.
CHAIRMAN’S STATEMENT
CHAIRMAN’S STATEMENT
7
Cuba’s tourism industry remains very fragile and is impacted by the factors set out above. The number of tourists to
Cuba in 2024 showed negative growth on the prior year and was some 9.6% below the figure for 2023, which is
approximately half of the number recorded in 2019. In addition, tourist arrivals in December 2024 were at a very low
level as a result of some negative publicity, particularly in the Canadian press, concerning Cuba’s ongoing power
blackouts, which as stated above were particularly bad in October, November and December, and the lack of
availability of basic supplies. Despite these issues, CEIBA’s hotels in Havana and Varadero had an increase in revenues
of 9.2%. However, net income after tax decreased by 23.4%, compared to 2023, due to higher operational costs.
A significant factor behind the satisfactory results of CEIBA’s hotels lies in the confirming facility which was established
by HOMASI S.A. (“HOMASI”), a subsidiary of the Company, some years ago. This facility allows its hotels to import vital
goods from overseas and ensures that all of the hotels are adequately stocked. This has given the hotels a strong
competitive edge over competing hotels in Cuba and will continue to do so in the present economic environment.
The Melia Trinidad Peninsula Hotel (the “Trinidad Hotel”) was formally opened in early 2024 and is based on a prime
six-hectare beachfront property at Playa Maria Aguilar, near the City of Trinidad. The hotel has traded profitably since
opening, although at a lower level than budgeted, mainly due to the factors above negatively impacting tourist
numbers to Cuba. The hotel's forecasts for 2025 are promising, as operations continue to ramp up and the hotel
receives very positive reviews. However, it will be crucial that travel companies continue their flights to Cuba and, for
the Trinidad Hotel, flights with destinations nearby, such as Cienfuegos.
Dividends
In 2020, as the Covid-19 pandemic forced a near-total shutdown in Cuba, including most notably in the tourism sector,
the Board decided that it was vital for the Company to retain sufficient cash balances to meet all its existing and
forecast undertakings and accordingly took the decision to suspend the Company’s dividend. Among other things, this
prudent policy allowed the completion of the construction of the Trinidad Hotel. No dividend has been paid since then
and given the liquidity challenges faced by the country and needing to ensure that sufficient funds are available to
meet the repayment of the Company’s €25m Convertible Bonds (the “Bonds”), the Board took the decision to suspend
any further dividend payments to shareholders until after the full repayment of the Bonds.
In this context, it was recently announced that the proposal to amend the terms of the Bonds such that the payment
schedule would be revised from a single €25 million bullet payment due on 31 March 2026 to five equal annual
instalments of €5 million, to be made starting in June 2025, was approved by holders of 85% of the Bonds. This
amendment should provide the Company with significant additional headroom to repay the Bonds, notwithstanding
the very challenging economic conditions within Cuba and assuming there is no further deterioration.
However, the payment of dividends to shareholders currently will remain on hold until the full repayment of the Bonds
has been achieved. An undertaking to this effect in favour of Bondholders was included in the amendments to the
Bonds made in January 2025. It remains a very high priority of the Board to place the Company in a position to restart
the payment of dividends to shareholders.
Asset values
The overall performance of the Company is in large measure a function of the changes in fair value of its underlying
investments in the properties in Cuba. A discussion of these movements and other key performance indicators (“KPIs”)
can be found in the Management Review beginning on page 21. Cuba’s stressed economic position, which particularly
impacts the tourism sector, has had a negative impact on the fair values of the Company’s underlying assets as at 31st
December 2024. The valuations have, as in past years, been independently advised by Arlington Consulting –
Consultadoria Imobiliaria Limitada (trading as “Abacus”). In this year’s valuations, the projected income of the assets
has decreased due to the current economic conditions, and the discount rates applied to the forecasted future cash
flows have increased substantially for each of the assets. The pre-tax discount rate applied to the hotels is 23%, which
is high compared to other Caribbean-based hotels, but reflects the significant ongoing challenges of Cuba’s tourism
industry.
As will be seen in the Independent Auditor’s Report, there is a qualification to the 31 December 2023 financial
statements in respect of the carrying values of the Company’s interests in the Miramar and TosCuba hotels. This was
caused by a mathematical error in the valuation models used since December 2021, which came to light in this year’s
audit. While it is clearly unsatisfactory that such an error was made and remained undetected for various years, the
overall impact on the 31 December 2023 financial statements was not significantly material. The error had the effect of
overstating the net asset value attributable to the shareholders of the Company by US$3.1 million, or 1.9%, in the
Company’s statement of financial position at 31 December 2023.
The decision not to restate the prior year's amounts takes into account that the 31 December 2023 financial statement
numbers are not directly comparable to the current year’s financial statements due to the Company’s transition to an
investment entity. Additionally, restating the the prior years’ financial statements numbers would require deployment
of significant additional resources and therefore, costs and based on the findings of the investigation into the error, the
Directors are of the opinion that the difference in net asset values would not be material.
CHAIRMAN’S STATEMENT
8
Share price and discount to the underlying asset value
The Board is very concerned by the discount to the underlying asset value at which the Shares have traded for some
considerable time. As at 31 December 2024, the discount to the NAV that the Shares were trading at was 68%.
To a large degree, this discount is a reflection of the very difficult macroeconomic challenges faced by Cuba over recent
years, which I have outlined above, and a consequence of the ongoing U.S. designation of Cuba as a State Sponsor of
Terrorism. The latter status creates significant problems for institutions which might seek to purchase Shares in the
Company, and accordingly, the trading volume in the Company’s Shares is very low. Among other challenges, this
status severely impacts the operations of the Company and the attractiveness of Cuba as an investment destination for
institutional investors.
Accordingly, the present focus of the Company is to ensure that the underlying assets trade as well as possible, to work
with its Cuban partners to restore the payment of dividends in hard currency from Monte Barreto, to facilitate
repayment of the Bonds and subsequently to return funds to CEIBA shareholders and address the discount. Of
primary concern is the accuracy and stress-testing of financial forecasting in the face of continued challenging
conditions in the country.
The Board
I am grateful to the Board and the Management team for their commitment and input during another challenging year.
Keith Corbin and Jemma Freeman will resign as Directors at the upcoming Annual General Meeting on 3 July 2025.
Keith joined the Board at the time of the Company’s listing on the London Stock Exchange in 2018 and Jemma joined in
2021. They have both been very valuable members. Keith has been Chairman of the Nominations Committee, and
Jemma has also contributed significantly to the board, especially with her deep insights into Cuba, given her extensive
business connections and experience with the country.
Trevor Bowen has also given notice that it is his intention to step down from the Board by the time of the Board
meeting due to be held in mid September 2025. Like Keith, he joined the Board in 2018 at the time of CEIBA’s listing
and has also acted as Chairman of the Audit Committee. He too has been an extremely valuable member of the Board.
We are very grateful for their time and commitment as Directors.
The selection process for their replacements is presently underway and at a very advanced stage. Further
announcements in this regard, including Committee memberships, should be made shortly.
It is an established policy of the Board to undertake a regular review of its performance to ensure that it has the
appropriate mix of relevant experience and skills to ensure the effective overall operation of the Company.
John Herring
Chairman
28 April 2025
CHAIRMAN’S STATEMENT
9
INVESTMENT OBJECTIVE
The principal investment objective of the Company is to achieve capital growth and dividend income from direct and
indirect investment in or with Cuban businesses, primarily in the tourism and commercial real estate sectors, and other
revenue-generating investments primarily related to Cuba.
INVESTMENT POLICY
The Company is a country fund with a primary focus on Cuban real estate assets. The Company seeks to deliver the
investment objective primarily through investment in, and management of, a portfolio of Cuban real estate assets, with
a focus on the tourism and commercial property sectors. Cuban real estate assets may also include infrastructure,
industrial, retail, logistics, residential and mixed-use assets (including development projects).
The Company may also invest in any type of financial instrument or credit facility secured by Cuba-related cash flows.
In addition, subject to the investment restrictions set out below, the Company may invest in other Cuba-related
businesses, where such are considered by the Board to be complementary to the Company’s core portfolio (“Other
Cuban Assets”). Other Cuban Assets may include, but are not limited to, Cuba-related businesses in the construction
or construction supply, logistics, energy, technology and light or heavy industrial sectors.
Investments may be made through equity investments, debt instruments or a combination of both.
The Company will invest either directly or through holdings in special purpose vehicles (“SPVs”), joint venture vehicles,
partnerships, trusts or other structures. The Cuban Foreign Investment Act (Law 118 of 2014) guarantees that the
holders of interests in Cuban joint venture companies may transfer their interests, subject always to agreement
between the parties and the approval of the Cuban government.
The Company aims to exit from existing investments and/or enter into new ones when beneficial to the Company and
its stakeholders.
GROUP STRUCTURE
STRATEGIC REPORT
STRATEGIC REPORT
10
INVESTMENT RESTRICTIONS
The following investment limits and restrictions apply to the Company and its business which, where appropriate, will
be measured at the time of investment:
• the Company will not knowingly or intentionally use or benefit from confiscated property to which a claim is held
by a person subject to U.S. jurisdiction;
• the Company may invest in Cuban and non-Cuban companies, joint ventures and other entities that earn all or a
substantial part of their revenues from activities outside Cuba, although such investments will, in aggregate, be
limited to less than 10% of the Gross Asset Value;
• save for Monte Barreto (see the Management Review for more information on this asset), the Company’s
maximum exposure to any one asset will not exceed 30 per cent. of the Gross Asset Value;
• no more than 20 per cent. of the Gross Asset Value will be invested in Other Cuban Assets; and
• no more than 20 per cent. of the Gross Asset Value will be exposed to “greenfield” real estate development
projects, being new-build construction projects carried out on undeveloped land.
The restrictions above apply at the time of investment and the Company will not be required to dispose of any asset or
to re-balance the portfolio as a result of a change in the respective valuations of its assets. The investment limits
detailed above will apply to the Company as a whole on a look-through basis, i.e. where assets are held through
subsidiaries, SPVs, or equivalent holding vehicles, the Company will look through the holding vehicle to the underlying
assets when applying the investment limits.
KEY PERFORMANCE INDICATORS (“KPIS”)
The KPIs by which the Board measures the Company’s economic performance include:
• Net profit / (loss)
• Total net assets
• Net asset value per share*
• Net asset value total return*
• Market capitalisation
• Premium / Discount to NAV*
• Dividend per share
• Basic and diluted profit / (loss) per share
* These are considered Alternative Performance Measures.
In addition to the above measures, the Board also regularly monitors the following KPIs of the joint venture companies
in which the Company is invested and their underlying real estate assets, all of which are Alternative Performance
Measures.
In the case of commercial properties, other KPIs include:
• Occupancy levels
• Average total revenue per square metre
• Net income after tax
• Dividends declared and received
In the case of hotel properties, other KPIs include:
• Occupancy levels
• Total revenue per room sold (TRevPRS)
• Total revenue per available room (TRevPAR)
• Net income after tax
• Dividends declared and received
The Board also monitors the financial performance of the Cuban joint venture companies that own the commercial and
hotel properties using these KPIs.
For an analysis of the Company’s performance against it’s KPIs, please see the Chairman’s Statement on page 6 and the
Management Review on page 21.
STRATEGIC REPORT
11
Introduction
The Company is exposed to a variety of risks and uncertainties. The Board, through the Audit Committee, is
responsible for the management of risk and has put in place a regular and robust process to identify, assess and
monitor the principal risks and uncertainties facing the business. A core element of this process is the Company’s risk
register which identifies the risks facing the Company and identifies how these may impact on operations,
performance and solvency and what mitigating actions, if any, can be taken. There are a number of risks which, if they
occurred, could have a material adverse effect on the Company and its financial condition, performance and prospects.
As part of its risk process, the Board also seeks to identify emerging risks to ensure that they are effectively managed
as they develop. In the event that an emerging risk has gained significant weight or importance, that risk is categorised
and added to the Company’s risk register and is monitored accordingly.
Principal Risks
The Company invests in Cuba, a frontier or pre-emerging market, which may increase the risk as compared to investing
in similar assets in other jurisdictions.
In addition to the general country risk, the most significant risks faced by the Company during the financial year appear
in the table below, together with a description of the possible impact thereof, mitigating actions taken by the Company
and an assessment of how such risks are trending at the present time.
The Board relies upon its external service providers to ensure the Company’s compliance with applicable regulations
and, from time to time, employs external advisers to advise on specific concerns. The operation of key controls in
third-party service providers risk management processes and how these apply to the Company’s business are
reviewed regularly by the Audit Committee along with internal control reports from these entities.
PRINCIPAL RISKS
PRINCIPAL RISKS
Type of Risk
Description and Possible Impact
Mitigating Action
Trend
Emerging Risks relating to the Cuban Financial System
Cuban Financial Reforms –
Financial Autonomy Rules
During the period 2020-2022, the Cuban
government adopted a series of financial
reforms aimed at creating an objective
system for the allocation of limited hard
currency liquidity reserves within the
economy. However, the practical
implementation of these measures was
largely unsuccessful. In December 2023,
Cuba’s Prime Minister Manuel Marrero
recognised this failure and announced
that a new set of financial reforms,
including partial dollarisation of the
economy, would be adopted to replace
the prior system for allocating liquidity.
During 2024, few details of the new
measures were provided, and new
measures were again announced in
December 2024 (in essentially the same
terms as the 2023 announcements). In
addition to the uncertainty regarding the
details of the new liquidity rules and
timing of their implementation, the
Cuban joint venture companies in which
the Company holds an interest continue
to experience difficulties in expatriating
dividend payments to the bank accounts
of the Company outside Cuba. The timing
of implementation of the new financial
reforms is unknown and it remains
uncertain whether they will have the
intended effect and stated positive
impact on the liquidity position of the
country, or whether their application will
be fully extended to all of the joint
venture companies in which the
Company holds an interest, all of which
may have a negative effect on the affairs
of the Company.
Management closely follows all
developments relating to the adoption
and implementation of Cuban reform
measures and communicates its
concerns and interacts regularly at all
appropriate levels in order to extend
their application to the operations of
the joint venture companies in which
the Company holds an interest.
To the extent possible, Management
negotiates and implements
arrangements involving the receipt of
hard currency income in bank accounts
located outside Cuba from which
payments of dividends can be made.
In addition, Management, together with
the Cuban joint venture partners and
other counterparties of the Company,
seeks at all times to adapt operations
and develop creative solutions to deal
with the new circumstances created by
the financial reforms being adopted.
12
Type of Risk
Description and Possible Impact
Mitigating Action
Trend
Emerging Risks relating to the Cuban Financial System (continued)
Currency Devaluation Risk
As part of the 2020 economic reform
package adopted by the Cuban
government, new currency reforms
aimed at harmonising exchange rates
and eliminating Cuba’s dual currency
system required all foreign investment
vehicles to convert and denominate
their assets and legal obligations, and to
carry out all transactions previously
denominated and carried out in U.S.
dollars in Cuban Pesos (CUP). At
present, the Cuban Peso has a fixed
(non-market) exchange rate of US$1.00 :
CUP24, which may be subject to
devaluation at the discretion of the
Cuban Central Bank. In addition, as
from the adoption of new rules for the
tourism sector implemented over 2023,
a second exchange rate of US$1.00 :
CUP120 has been established for the
tourism sector. Included in the 2023
and 2024 year-end announcements of
Prime Minister Marrero was an
indication that the Cuban Central Bank
will be establishing a new (presumably
devalued) exchange rate for the CUP. It
is uncertain whether any devaluation
will apply to the investments of the
Company. Any future devaluation of the
CUP may have a negative impact on the
valuation of the assets and operations of
the Cuban joint venture companies in
which the Company holds an interest.
The currency devaluation risk
associated with the imposition of the
CUP as sole currency for operations is
significant. It is uncertain whether this
risk will be partially or fully mitigated by
the announced partial dollarisation of
the economy that will form part of the
newly announced measures.
The cash and currency positions of each
of the joint venture companies in which
the Company holds an interest are
continuously monitored for the
purpose of reducing currency risk to
the greatest extent possible. CUP bank
balances of all joint venture companies
are presently valued by the Company in
U.S. dollars using the US$1.00 : CUP120
exchange rate (notwithstanding the fact
that the official US$1.00 : CUP24
exchange rate is still applicable to
Monte Barreto).
Wherever possible, in order to mitigate
devaluation risk, Management requires
that the joint venture companies in
which the Company holds an interest
declare and distribute dividends, on an
interim basis, as frequently as possible.
There are presently no hedging
mechanisms available to mitigate this
risk.
General Liquidity of the Cuban
Financial System and
Repatriation Risk
The high and increasing level of tension
between the United States and Cuba
and the imposition by the Trump
administration of harsh new U.S.
sanctions against Cuba, which have
resulted in steep reductions in U.S.
family remittances and travellers to the
island, as well as the continued impact
in Cuba of the economic shocks caused
by the Covid-19 pandemic, together
with numerous difficulties resulting
from the implementation of the
financial and currency reform measures
described above, have had strong
negative effects on the fragile economic
and liquidity positions in Cuba.
Throughout 2024 there have been
significant delays in the timing of
international transfers from Cuba. The
duration of these negative effects is
unknown, and they may in turn have a
continuing negative impact on the
ability of the joint venture companies in
which the Company has an interest to
make distributions abroad, which in
turn may have a negative impact on the
Company.
Management actively monitors and
manages the liquidity position of the
Company, its subsidiaries and the joint
ventures in which it holds an interest to
the greatest extent possible so that
cashflows of the Company are
transferred to bank accounts outside
Cuba. Management has no control or
influence over the execution or timing
of payments to be transferred by Cuban
banks to the Company’s international
bank accounts.
Risks relating to the War in
Ukraine
Cuba maintains strong historical,
political and economic ties to Russia
and to Ukraine. The Russian-Ukrainian
conflict that erupted in February 2022
initially resulted in an abrupt halt to
Russian and Ukrainian tourism to the
island. Further aspects of the Russia-
Cuba and Ukraine-Cuba relationships
may eventually be affected by the
conflict, including Russian and
Ukrainian investments in Cuba,
banking relationships and other areas.
Although the conflict resulted in a sharp
reduction in the number of tourists
travelling from Russia and Ukraine to
Cuba, the operator of the Company’s
tourism assets has refocused its
marketing efforts to attract tourists
from its historical principal tourist
supplier (Canada) and other countries.
PRINCIPAL RISKS
13
PRINCIPAL RISKS
Type of Risk
Description and Possible Impact
Mitigating Action
Trend
Public Health Risk
Global Pandemic Risk
The continued effects of the public
health risks associated with the Covid-
19 pandemic (including the arrival of
new variants) or any new pandemic
may have a lasting and as yet
unquantifiable negative impact on the
global tourism industry, the economy
of Cuba, and the operations and
performance of the assets of the
Company. Any such pandemic may
directly or indirectly affect all other risk
categories mentioned in this matrix.
The Board and Management are
conscious of the potential impact that
any future pandemic may have on the
business of the Company and recognise
that the tourism sector was particularly
affected by the various travel
restrictions that were imposed to fight
the Covid-19 pandemic in numerous
countries.
Risks relating to the Company and its Investment Strategy
Investment Strategy and
Objective
The setting of an unattractive strategic
proposition to the market and the
failure to adapt to changes in investor
demand may lead to the Company
becoming unattractive to investors, a
decreased demand for shares and a
widening discount.
The Company’s investment strategy and
objective is subject to regular review to
ensure that it remains attractive to
investors. The Board considers strategy
regularly and receives strategic updates
from Management, as well as investor
relations reports and updates on the
market from the Company’s Broker. At
each Board meeting, the Board reviews
the shareholder register and any
significant movements. The Board
considers shareholder sentiment
towards the Company with
Management and with the Broker, and
the level of discount at which the
Company’s shares trade. In the event
that the Board believes that a majority
of shareholders requires a change in
strategy, it will table a modification of
the investment strategy to the
shareholders.
Investment Restrictions
Investing outside of the investment
restrictions and guidelines set by the
Board could result in poor
performance and inability to meet the
Company’s objectives, as well as a
discount.
The Board sets, and monitors, its
investment restrictions and guidelines,
and receives regular reports which
include performance reporting on the
implementation of the investment
policy, the investment process and
application of the guidelines.
Management attends all Board
meetings. The Board monitors the
share price relative to the NAV.
Portfolio and Operational Risks
Joint Venture Risk
The underlying investments of the
Company in Cuban real estate assets
are made through Cuban joint venture
companies in which Cuban
government entities hold an equity
interest, giving rise to risks relating to
the liquidity of investments,
government approval, corporate
governance and deadlock.
Prior to entering into any agreement to
acquire an investment, Management
will perform or procure the
performance of due diligence on the
proposed acquisition target. The
Company tries to structure its
underlying equity investments in Cuban
joint venture companies so as to
include a viable exit strategy.
Management regularly attends the
Board meetings of the joint venture
companies through which Group
interests are held, and actively manages
relations with the management teams
of each joint venture company, the
relevant Cuban shareholders and
relevant third parties to ensure that
Group interests are enhanced.
14
PRINCIPAL RISKS
Type of Risk
Description and Possible Impact
Mitigating Action
Trend
Portfolio and Operational Risks (continued)
Real Estate Risk
As an indirect investor in real estate
assets, the Company is subject to risks
relating to property investments,
including access to capital and finance,
global capital and financial market
conditions, acquisition and
development risk, competition, tenant
risk, environmental risk and others,
and the materialisation of these risks
could have a negative effect on specific
properties, development projects or
the Group generally.
Management regularly monitors the
level of real estate risk in the Cuban
market and reports to the Board at
each meeting regarding recent
developments. Management works
closely with the external hotel
managers and the joint venture
managers to identify, monitor and
actively manage local real estate risk.
In the case of Monte Barreto, tenant
risk has generally been augmented by
the fragile liquidity position of the
country and recent financial reform
efforts, which have resulted amongst
others in certain categories of tenants
paying their rents with varying degrees
of liquidity. Management, together with
the management team of Monte
Barreto, now assesses the impact of the
financial autonomy rules in all new
leasing decisions.
Construction Risk
As a developer and investor in new
construction as well as refurbishment
projects, the Company is subject to
risks relating to the planning, execution
and cost of construction works,
including the availability and
transportation of materials and the
cost thereof, inclement weather,
contractor risk, execution risk and the
risk of delay. The materialisation of
these risks could have a negative effect
on the implementation of development
projects of the Group.
Management regularly monitors all
construction and refurbishment
activities carried out within Group
companies and works closely with the
joint venture managers to identify,
monitor and actively manage all
construction risks. Management
reports to the Board at each meeting
regarding recent developments in this
respect.
Risks related to electricity
infrastructure and the
availability of petroleum
products
On numerous occasions throughout
2024, failures of Cuba’s main power
infrastructure caused nationwide
power outages, highlighting the fact
that significant investment and hard
currency funding is required to
adequately maintain and improve
Cuba’s electrical infrastructure and
guarantee the constant supply of
petroleum products (including diesel,
kerosine, and gasoline). An unstable
electrical system and the lack of
available petroleum products may have
a negative effect on the operations and
value of the real estate assets in which
the Company has an interest.
Cuba has taken concrete steps to
improve the reliability of its electrical
infrastructure and the constant supply
of fuel and other petroleum products to
the market, so far with limited success.
The Company continues to prioritize the
installation of alternative energy,
energy storage and the maintenance
and improvement of its back-up
generators in all of its installations.
Tourism Risk
As an indirect investor in hotel assets,
the Company is subject to numerous
risks relating to the tourism sector,
both in outbound and inbound
markets, including the cost and
availability of air travel, the imposition
of travel restrictions by overseas
governments, seasonal variations in
cash flow, demand variations, changes
in or significant disruptions to travel
patterns, risk related to the manager of
the hotel properties, and the
materialisation of these risks could
have a negative impact on specific
properties or the Company generally.
Management regularly monitors the
local and regional tourism markets and
meets regularly with the external hotel
management to identify, monitor and
manage global and local tourism risk
and to develop appropriate strategies
for dealing with changing conditions.
The Company aims to maintain a
diversified portfolio of tourism assets
spanning various hotel categories (city
hotel / beach resort, business / leisure
travel, luxury / family) in numerous
locations across the island.
15
PRINCIPAL RISKS
Type of Risk
Description and Possible Impact
Mitigating Action
Trend
Portfolio and Operational Risks (continued)
Valuation Risk
Asset valuations may fluctuate
materially between periods due to
changes in market conditions.
The combined effects of higher levels
of risk associated with Cuban financial
and monetary reforms, the adoption of
aggressive U.S. sanctions under the
second Trump administration and the
slower than expected recovery of the
Cuban tourism market following the
Covid-19 pandemic have resulted in
increased discount rates and lower
income projections, leading to the
lowering of asset valuations.
As part of the valuation process, the
Company engages an independent
third-party valuer to provide an
independent valuation report on each
of the indirectly owned real estate
assets of the Group. The valuations are
subject to review by Management and
approval by the Board. At present, asset
valuations are exclusively based on the
discount of projected future cash flows
of the real estate assets. Management
and the Board consider the discount
and capitalization rates that are being
applied by the independent third-party
valuer to be conservative.
Dependence on Third Party
Service Providers
The Company is dependent on
numerous third parties for the
provision of all systems and services
relating to its operations and
investments, and any inadequacies in
design or execution thereof, control
failures or other gaps in these systems
and services could result in a loss or
damage to the Company. In addition,
the continued high level of aggression
of U.S. sanctions may limit the pool of
service providers willing or able to
work with the Company.
The Board receives reports from its
service providers on internal controls
and risk management at each Board
meeting. It receives assurance from all
its significant service providers as well
as back-to-back assurances where
activities are themselves sub-delegated
to other third-party providers with
which the Company has no direct
contractual relationship. In the course
of its activities, the Management
Engagement Committee of the Board
reviews the engagements of all third-
party service providers on an annual
basis.
Loss of Key Fund Personnel
The loss of key members of the
Management team managing the
portfolio of investments of the Group
could have a negative impact on
performance of the Company.
Following termination of the
Management Agreement on 30 June
2023, the key members of the
Management team have been
contracted for a fixed period that
automatically ends on 30 June 2028. In
order to mitigate key manager risk,
Management spreads knowledge and
experience amongst its team.
Risks Relating to Investment in Cuba and the U.S. Embargo
General Economic, Political,
Legal and Financial
Environment within Cuba
The Company’s underlying investments
are situated and operate within a
unique economic and legal market,
with a comparatively high level of
uncertainty, and a sensitive political
environment.
The Company benefits from the
services of its highly experienced on-
the-ground Management team
consisting of eleven members. With a
well-balanced mix of Cuban and foreign
professionals who all have long-
standing expertise in the country, the
team is one of the most practised
investment groups focused exclusively
on investment in the Cuban market,
which constantly monitors the
economic, political and financial
environment within the country. The
subsidiaries of the Company have been
structured to benefit from existing
investment protection and tax treaties
to which Cuba is a party.
16
Type of Risk
Description and Possible Impact
Mitigating Action
Trend
Risks relating to Investment in Cuba and the U.S. Embargo (continued)
U.S. government restrictions
relating to Cuba
Tensions remain very high and are
increasing between the governments
of the United States and Cuba and the
U.S. government maintains numerous
legal restrictions and sanctions aimed
at Cuba, including the inclusion of Cuba
on the U.S. list of state sponsors of
terrorism. The recent re-election of
Donald Trump to a second mandate
has immediately led to a re-hardening
of the attitude of the U.S. government
towards Cuba and a reversal of the
modest measures of the Biden
administration to ease the long-
standing restrictions against Cuba. The
rise of further tensions with the United
States and the expected adoption by
the U.S. government of further
sanctions against Cuba could
negatively impact the operations of the
Company and its access to third-party
service providers, the value of its
investments, the liquidity or tradability
of its shares, or its access to
international capital and financial
markets.
Management closely follows
developments relating to the
relationship between the United States
and Cuba and monitors all new
restrictions adopted by the United
States to measure their possible impact
on the assets of the Group. The
Company has adapted its investment
model to the existing sanctions, but the
risk remains of further sanctions being
adopted in the future.
State Sponsor of Terrorism
Designation
The United States has included Cuba
on its list of state sponsors of
terrorism, which entails numerous
negative impacts for Cuba and makes it
extremely difficult for the country, as
well as for the Company and all of its
subsidiaries and joint venture
companies, to obtain regular financial
and other administrative services from
international banks, insurance
companies and many other service
providers. The continued designation
of Cuba as a state sponsor of terrorism
may make it increasingly difficult for
the Company, as well as its subsidiaries
and joint venture companies, to receive
basic services in the future.
Management follows all developments
relating to the designation of Cuba as a
state sponsor of terrorism.
Management also structures Group
operations in a manner to minimise the
negative impact of the designation to
the greatest extent possible.
Helms-Burton Risk
On 2 May 2019, Title III of the Helms-
Burton Act was brought fully into force
by the first Trump administration
following 23 years of successive
uninterrupted suspensions. Numerous
legal claims were subsequently
launched before U.S. courts against
U.S. and foreign investors in Cuba,
which has had and could have a
further negative impact on the foreign
investment climate in Cuba and may
hinder the ability of the Company to
access international capital and
financial markets in the future. In light
of the political nature of the Helms-
Burton Act, and the fact that under
Title III of the Act Cuban persons who
were not U.S. Persons at the time their
property was expropriated but
subsequently became U.S. Persons
have the right to make claims, there is
also a risk that legal claims might be
initiated against the Company or its
subsidiaries before U.S. courts.
At the time of acquiring each of its
interests in Cuban joint venture
companies, the Company carried out
extensive due diligence investigations in
order to ensure that no claims existed
under applicable U.S. legislation, and in
particular that there were no claims
certified by the U.S. Foreign Claims
Settlement Commission under its Cuba
claims program with respect to any of
the properties in which the Company
acquired an interest. However, given
the broad definitions and terms of the
Helms-Burton Act and its purpose of
creating legal uncertainty on the part of
investors in Cuba, as well as the
absence of any register of uncertified
claims or case law, there is no certain
way for the Company to verify beyond
doubt whether or not a Helms-Burton
action under Title III could be brought in
respect of any particular property, or
whether the Company may be deemed
to indirectly profit or benefit from
certain activities carried out by other
parties. The Company does not have
any property or assets in the United
States that could be subject to seizure.
PRINCIPAL RISKS
17
Type of Risk
Description and Possible Impact
Mitigating Action
Trend
Risks relating to Investment in Cuba and the U.S. Embargo (continued)
Transfer Risk – U.S. Sanctions
Numerous U.S. legal restrictions
contained in the Cuban Assets Control
Regulations and other legal provisions
target financial transactions,
instruments, and other assets in which
there is a Cuban connection. As a
result, U.S. and international banks,
clearing houses, brokers and other
financial intermediaries may refuse to
deal with the Company or may freeze,
block, refuse to honour, reverse or
otherwise impede legitimate
transactions or assets of the Company,
even where no U.S. link is established.
Management is conscious of and closely
follows developments concerning the
U.S. legal restrictions that target
financial transactions and assets. The
Company does not carry out any
international transfers in U.S. Dollars or
through U.S. banks or intermediaries.
Management administers the banking
relationships of the Company and
generally acts at all times so as to
minimise the impact of these legal
provisions on the legitimate
transactions and assets of the
Company.
Currency Risk
As a result of U.S. sanctions prohibiting
the use of the U.S. dollar, the Group
deals in numerous currencies and
fluctuations in exchange rates can have
a negative impact on the performance
of the Group, as well as the expression
of the Company’s NAV in Sterling and/
or USD.
The risk relating to monetary reforms
recently adopted by the Cuban
government imposing the use of the
CUP are described elsewhere in this
table.
The Company does not hedge its
foreign currency risks and holds the
majority of its cash balances in Euros,
which is the same currency as its
principal financial obligation (the Bonds
due 2025-2029).
Risks relating to Regulatory and Tax framework
Regulatory and Tax Risk
Changes in the Group’s regulatory
status or tax treatment in any of the
jurisdictions where it has a presence
may adversely affect the Company or
its shareholders.
Management regularly reviews the
substance, compliance and tax rules
that may affect the operations or
investments of the Company and seeks
to structure the activities of the
Company in the most tax efficient
manner possible. However, the
Company holds investment structures
in numerous jurisdictions arising from
past acquisitions, and the general
direction of change in many
jurisdictions is not favourable.
PRINCIPAL RISKS
18
The Board considers the Company, with no fixed life, to be a long-term investment vehicle.
The Board continually considers the prospects for the Company over the longer term. Based on the Company’s
current financial position, its operating model and track record, as well as the experience of the Executives from both a
Cuban investment and closed-ended investment company perspective, the Board believes that the Company has a
sound basis upon which to deliver capital growth and returns over the long term.
As in the prior year, the Board considers the Company to be a long-term investment vehicle and, for this viability
statement, it has determined that three years is an appropriate timeframe to assess its viability. The Board considers
this an appropriate period for a closed-end investment company listed on the London Stock Exchange that invests in
Cuban real estate assets. Given the current conditions in Cuba, the Board believes that extending the review period
beyond three years would not be advantageous due to the high level of uncertainty.
In assessing the viability of the Company over the review period, the Directors have conducted a review of the principal
risks focusing upon the following factors:
• the principal and emerging risks as detailed in the Principal Risks reported on pages 11 to 17;
• the ongoing relevance of the Company’s investment objective in the current environment;
• the level of income generated by the Company and forecast income; and
• the valuation of the Company’s property portfolio, future portfolio strategy, and market outlook.
When assessing the Company's viability, the Board has considered the ongoing impact of U.S.-Cuban relations and
associated sanctions, the global geopolitical environment, and local conditions in the Cuban market on the portfolio.
The Board also closely monitors the evolving economic reforms in Cuba, including partial dollarisation and potential
regulatory changes that could enhance foreign investment conditions.
Due to Cuba’s current economic crisis and foreign currency liquidity issues, Monte Barreto, one of the Cuban joint
ventures in which the Group invests has proven to be resilient when it comes to occupancy and income levels but faces
difficulties in making dividend distributions. The Company remains proactive in securing dividend payments through
persistent negotiations with Cuban counterparts and exploring new financial structures and alternative payment
arrangements. In the case of Monte Barreto, this has included creative reinvestment strategies and arrangements to
facilitate offshore rental payments for certain tenants. In the case of the hotel joint ventures, discounting and
confirming structures have been established with Miramar and TosCuba, allowing the offshore income of the hotels to
be collected in a bank account belonging to a Group company.
Post year-end, on 24 January 2025, the Company has also restructured the repayment terms of its Bonds. By
restructuring the payment of the Bonds from one €25 million bullet payment to be made on 31 March 2026 to five €5
million payments to be made during the period between 2025 and 2029, the Company was able to improve its near-
term liquidity position and reduce financial strain.
Following their assessment, the Directors have a reasonable expectation that the Company will continue operating and
meeting its obligations over the next three years. However, ongoing U.S. sanctions, restrictive travel policies, and
Cuba’s internal economic difficulties have severely impacted tourism, revenue, and overall economic stability—trends
that are expected to persist.
The Board has tested these expectations under various scenarios, including the possibility of lower occupancy and
income levels for the hotel and commercial real estate properties of the underlying equity investments, which could
lead to delays in dividend payments and the repayment of the TosCuba Construction Facility. The results indicate that,
even under adverse conditions, the Company has viable measures to ensure sufficient liquidity and meet its liabilities.
Nonetheless, the Board acknowledges that any further deterioration in Cuba’s economic outlook, intensified U.S.
embargo measures or shifts in investor sentiment could influence the accuracy of these projections and impact the
Company’s future viability.
GOING CONCERN
In accordance with the Financial Reporting Council's guidance, the Directors have assessed the Company's ability to
continue as a going concern, taking into account both internal and external factors that may impact CEIBA’s operations
and financial position.
The Directors are mindful of the principal and emerging risks and uncertainties disclosed on pages 11 to 17 and the
Viability Statement above. The Directors have reviewed cash flow projections that detail revenue and liabilities and will
continue to receive cash flow projections as part of the full-year reporting and monitoring processes. The Directors
recognise that the economic and political environment in Cuba presents uncertainties that could affect the Company’s
ability to generate returns and maintain liquidity.
VIABILITY STATEMENT
VIABILITY STATEMENT
19
Key factors influencing the going concern assessment include:
Economic Conditions in Cuba: The Cuban economy continues to face challenges, including foreign currency
shortages, inflationary pressures, and supply chain disruptions. Any further deterioration in economic conditions could
impact the performance of CEIBA’s investments, particularly in the tourism and commercial real estate sectors.
Regulatory and Geopolitical Risks: Changes in U.S. sanctions, Cuban government policies, or foreign investment
regulations may affect CEIBA’s ability to repatriate funds, receive dividend income, or execute investment exits. A
prolonged period of restrictive measures could create liquidity constraints for the Company.
Tourism Industry Performance: Given that CEIBA’s key investments are tied to Cuba’s hospitality sector, fluctuations
in tourism demand — driven by U.S. sanctions, geopolitical developments, global travel trends, or economic downturns
— could impact future cash flows from its hotel investments.
The Board has performed sensitivity analyses to evaluate the potential impact of these risks on CEIBA’s financial
position. While the results indicate that the Company has sufficient liquidity to meet its liabilities, the Directors
continue to monitor developments closely. Should conditions deteriorate significantly, CEIBA may need to adjust its
investment strategy, seek alternative funding arrangements, or implement cost-saving measures to preserve financial
stability.
Based on this assessment, the Directors believe that CEIBA has sufficient resources to continue operating for at least
12 months from the date of this report. Accordingly, the financial statements have been prepared on the basis of a
going concern.
DIRECTORS’ RESPONSIBILITIES
Stakeholder Engagement
Although the Company is domiciled in Guernsey, in accordance with the guidance set out in the AIC Code, the Directors
described in this annual report how the matters set out in Section 172 of the UK Companies Act 2006 have been
considered in their Board discussions and decision-making. This section therefore, serves as the Company’s section
172 statement and explains how the Directors have promoted the success of the Company for the benefit of its
stakeholders as a whole during the financial year to 31 December 2024, taking into account the likely long-term
consequences of decisions, the need to foster relationships with all stakeholders, the desire for high standards of
business conduct, the impact of the Company’s operations on the environment, and the need to act fairly for all
shareholders of the Company.
The Role of the Directors
The Company is a self-managed closed-ended investment company, has no executive directors or direct employees
and is governed by the Board of Directors. Its main stakeholders are shareholders in the Company, the holders of
Bonds issued by the Company (“Bondholders”), investee companies, service providers and the environment and
community.
As set out in the Directors’ Report, the Board is responsible for the day-to-day management of the assets with the
assistance of the Executives, the Company has engaged key suppliers to provide services in relation to valuation, legal
and tax requirements, auditing, company secretarial, risk management and share registration, amongst others. All
decisions relating to the Company’s investment policy, investment objective, dividend policy, gearing, corporate
governance and strategy in general are reserved to the Board. The Board meets at least quarterly and receives full
information on the Company’s performance, financial position and any other relevant information.
The Board regularly reviews the performance of its service providers, to ensure that their continued appointment is in
the best long-term interests of the stakeholders as a whole.
Shareholders and Bondholders
The Board’s primary focus is to promote the long-term success of the Company for the benefit of its stakeholders as a
whole. The Board oversees the delivery of the investment objective, policy and strategy, as agreed by the Company’s
shareholders.
Shareholders and Bondholders are key stakeholders and the Board places great importance on communication with
them. The Board welcomes all shareholder and Bondholder views and aims to act fairly on them. Through investment
in the Company, the Board believes that the Company’s shareholders seek exposure to Cuban real estate assets,
substantial capital growth, a well-executed sustainable investment policy, responsible capital allocation and value for
money.
The Board and the Company’s broker regularly meet with shareholders, and prospective shareholders, to discuss
Company initiatives and seek feedback. The views of shareholders and Bondholders are discussed by the Board at
every Board meeting, and appropriate action is taken to address any concerns raised. The Board provide regular
updates to shareholders and Bondholders and the market through the annual report, half-yearly report, quarterly net
asset value announcements and its website.
VIABILITY STATEMENT
20
In the event of any changes to strategy, the Board will proactively engage with major shareholders to determine their
appetite for any such change. The Chairman offers to meet with key shareholders at least annually, and other
Directors are available to meet shareholders as required. This allows the Board to hear feedback directly from
shareholders. During the financial year to 31 December 2024, the Board members participated in meetings with large
shareholders to provide reports on the progress of the Company and receive feedback, which was then provided to
the full Board.
The Company’s AGM provides a forum, both formal and informal, for shareholders to meet and discuss issues with the
Directors of the Company. The Board encourages as many shareholders as possible to attend the Company’s AGM
and to provide feedback on the Company. In the event that any situation should affect plans to hold the AGM on 3 July
2025 the Company will update shareholders through an announcement to the London Stock Exchange and will provide
further details on the Company's website.
Investee Companies
Another key stakeholder group is that of the special purpose vehicles, joint venture vehicles, partnerships, trusts, and
other structures through which the Company invests.
The Board believes that the companies in which the Company invests would like a positive and trusting working
relationship with the Board, sustainable and long-term investment, positive governance practices, and value creation
for all stakeholders.
Service Providers
The Board seeks to maintain constructive relationships with the Company’s suppliers with regular communications and
meetings. The Board, via the Management Engagement Committee, also ensures that the views of its service providers
are considered and at least annually reviews these relationships in detail. The aim is to ensure that contractual
arrangements remain in line with best practice, services being offered meet the requirements and needs of the
Company and performance is in line with the expectations of the Board, and other relevant stakeholders. Reviews
include those of the Executives, Company secretary, broker, risk manager, share registrar and auditor.
The Community and the Environment
The Board are committed to investing in a responsible manner. There are a number of geopolitical, technological,
social and demographic trends underway that can, and do, influence real estate investments – many of these changes
fall under the umbrella of the Environment and Community, or Environmental, Social and Governance (“ESG”),
considerations.
The Board has instructed the Executives to develop an appropriate ESG Policy and associated operational procedures
and is committed to environmental management in all phases of the investment process. The status of this effort is
described below in the section entitled Environmental Social Governance Strategy. The Company aims to invest
responsibly, to achieve environmental and social benefits alongside returns.
Strategic Activity during the Year
The Chairman’s Statement and Management Review on pages 6 to 8 and pages 21 to 31, respectively, detail the key
decisions and other actions taken by the Company during the year and subsequently. Notable actions taken affecting
the interests of stakeholders include:
• Dividends – with the ongoing inherent uncertainty surrounding the operation and strength of the Cuban financial
system and the tenuous state of the Cuban tourism sector, with the resulting negative impact on many of the
Company’s assets, the payment of dividends continues to be suspended. The Board views the recommencement
of the payment of dividends as a priority and the policy is kept under constant review. However, dividends will not
resume until the Bonds have been fully repaid.
• Ramp up of Operations of the Meliá Trinidad Peninsula Hotel –Throughout the past year, operations of the Meliá
Trinidad Peninsula Hotel were brought online and raised to full scale by the end of the year. Full normalisation of
operations is a process that will continue in the future and will depend on various factors such as the availability of
airlift to the area, the general state of the tourism market in Cuba and in outbound markets, and the success of
the marketing and other efforts of the operator to fill and operate the hotel. However, after five years of
construction in difficult circumstances, this step represents an important milestone for the Company.
• Amendment of Bond Terms – In order to alleviate the cash flow requirements of the coming year, the Company
has agreed with the required qualified majority of the Bondholders under the Bond Instrument to amend the
payment terms of the Bonds to extend their repayment over the coming 5 year period.
As set out above, the Board considers the long-term consequences of its decisions on its stakeholders to ensure the
long-term sustainability of the Company.
VIABILITY STATEMENT
21
2024 OVERVIEW
2024 was yet another challenging year, during which CEIBA Investments Limited (“CEIBA Investments” or the
“Company”) faced daunting external challenges in its investment territory. The island nation of Cuba, in which all of
the investments of the Company are located, remains locked in a deep economic and liquidity crisis, caused by
numerous external and internal factors, including numerous hurricanes, an earthquake, nationwide power outages
and extremely fragile public infrastructure, sustained economic pressure and aggression towards the country from the
United States, a tourism sector struggling to recover to pre-pandemic levels, diminishing economic support from
historic allies, as well as a significant migration of skilled workers from Cuba. These circumstances continue to present
strong external headwinds for all of the underlying businesses in which the Company has an interest.
And yet, despite these challenging circumstances, numerous positive developments occurred during the year that are
worth highlighting.
Firstly, all of the underlying businesses in which the Company is invested have continued to show strong resilience and
to perform relatively well operationally, notwithstanding all of the external headwinds faced by the country. Both the
Miramar Trade Center and the Hotels have been able to maintain service levels throughout the electricity blackouts
using their backup electrical generators, and unlike many Cuban tourism properties, the Hotels of the Company have
experienced no shortages of food and beverages as a result of the financial arrangements put in place by the Company
to ensure their stable supply. In addition, Management has kept a razor-sharp focus on finding new ways to secure the
release and payment of dividend income from the investee businesses to the Company.
As a result of this operational hardiness and consistency of performance of the underlying businesses, the amount of
US$8.0 million (2023: US$9.0 million) was repatriated outside Cuba to the Company’s subsidiaries during the year in
relation to current and prior period dividends receivable from the Cuban joint venture companies. Sustained
Management negotiations with our Cuban partners throughout the year are also expected to result in the recovery and
reinvestment in valuable debt-for-equity swap-type agreements of previously declared but unpaid dividends and
accumulated retained earnings at the joint venture level as these negotiations come to fruition in the coming period.
Secondly, the Meliã Trinidad Península Hotel (the “Meliá Trinidad” or “Trinidad Hotel”) began regular operations in
January 2024 and gradually increased its activities throughout the year to reach full-scale operations in time for the
present high tourism season, which began in November 2024. With the start-up and gradual normalisation of
operations of the Trinidad Hotel, the Company has successfully completed a substantial investment phase, during
which the Company was exposed to material development and construction risks, and entered a new period where the
construction finance provided by the Company will be steadily repaid and Management can focus its attention on
maintaining and increasing the cash flows generated by its investments.
And finally, throughout the year, Management maintained close communication with the holders of the Company’s €25
million 10% unsecured convertible bonds due in 2026 (the “Bonds”), with the result that on 24 January 2025 the
repayment terms of the Bonds were amended to allow for five annual principal payments beginning in 2025 to replace
the single bullet payment of €25 million originally due in March 2026. This will ease the cash flow constraints of the
Company in the coming years.
However, these favourable factors have had limited positive impact on the valuation of Company assets and indeed
the valuations have fallen significantly. The re-election of Donald Trump as president of the United States for a second
mandate in November 2024 and the subsequent appointment of Cuban Americans to important foreign policy
positions, including Marco Rubio as Secretary of State, have very quickly led once again to an even more aggressive
U.S. policy towards Cuba than was seen during the Biden administration or the first Trump administration, as well as to
a generalised perception of upcoming headwinds for all businesses located in Cuba. This has resulted directly in a
negative adjustment to projected income levels and the application of higher discount rates to the discounted cash
flow valuations of the Company’s underlying joint venture assets by the independent third-party valuators contracted
by the Company to advise on its asset valuation exercise. Higher discount rates have also been applied to the fair
value calculations of the Company’s loan facility assets. The combined result of projected lower income levels and
higher discount and rates has led to a decrease in the net asset value (“NAV”) of the Company despite operational
stability, as mentioned above.
Unfortunately, the prevailing market sentiment that the external headwinds faced by the Company are unlikely to
diminish during the present U.S. administration, in combination with general difficulties regarding the trading and
holding of Shares and low trading volumes have caused the discount of Share price to NAV to widen further.
Notwithstanding the extraordinary external challenges and hurdles faced by Cuba and by the Company, as we enter
yet another new cycle of aggressive U.S. policy towards the island and a new set of upcoming economic reforms,
Management believes that its extensive local knowledge and experience and on-the-ground team will help forge new
paths forward that will protect and enhance the long-term value of Company assets.
MANAGEMENT REVIEW
MANAGEMENT REVIEW
22
PERFORMANCE
Management regularly monitors the Company's key performance indicators (KPIs), which are summarised in the
financial highlights on page 3. As at 31 December 2024, the Net Asset Value of CEIBA Investments was US$130.0 million
(31 December 2023: US$158.5 million). The net loss for the year attributable to the Shareholders of the Company was
US$28.6 (2023: net profit of US$14.2 million) or a basic loss per share of US$0.21 (2023: basic profit per share of
US$0.10). The NAV Return for the year was a loss of 18.0% (2023: gain of 11.6%).
The market capitalisation of the Company at 31 December 2024 was £33.0 million / US$41.3 million (2023: £42.7
million / US$54.4 million). At 31 December 2024, the NAV per share of CEIBA Investments decreased to US$0.94 (75.3
pence) from US$1.15 (90.3 pence) in the prior year. During the year, the share price of the Company's shares
decreased from 31 pence / US$0.40 at 31 December 2023 to 24 pence / US$0.30 at 31 December 2024, increasing the
discount to 68% from 66%. The Company did not distribute dividends to its shareholders during 2024 or 2023.
Due to the change in the presentation of the Company's financial statements in 2024, resulting from the transition to
investment entity status, dividend income received from the equity investments in the Cuban joint venture companies
is recorded by the respective holding companies of the Group. As such, this dividend income is accounted for within
the fair value of the Company’s interest in CEIBA Property Corporation Limited (“CPC”) and does not appear separately
in the Statement of Comprehensive Income. For further information, see note 8.
The negative financial performance of the Company in 2024 is primarily the result of the decrease in the fair values of
the Group’s underlying investments by US$26.9 million during the year. This figure includes a decrease in the fair value
of the Company’s portion of the loan facility extended to TosCuba and the fair value of the Company’s interest in CPC.
The principal cause behind the decrease is the higher discount rates applied to the discounted cash flow models used
to establish the fair values of the Group's investments. The increase in discount rates reflects the headwinds that Cuba
is presently facing. However, the overall performance of the underlying properties during 2024 was positive and the
Group as a whole realised a positive net cash flow from operating activities.
The downward adjustment to the value of the Company’s interest in CPC, its subsidiary, which holds indirect interests
in the real estate assets of Miramar, Monte Barreto and TosCuba, was US$16.1 million for the year ended 31 December
2024. The fair value of CPC decreased primarily due to a decrease in the fair values of the underlying real estate assets
of its equity investments in the Cuban joint venture companies. This reduction was driven by lower projected income
levels and increased discount rates applied to their valuations.
As of 31 December 2024, the fair values of Miramar's Havana and Varadero Hotels experienced a decline compared to
the previous year. The impact to the NAV of the Company was a reduction of US$10.8 million (2023: increase of US$7.5
million).
In January 2024, the Trinidad Hotel, owned by the joint venture TosCuba S.A. (“TosCuba”), marked its official opening.
Despite transitioning from a development project to an operational asset, its fair value also declined due to reduced
projected income levels and higher discount rates. The impact to the NAV of the Company was a reduction of US$4.1
million (2023: increase of US$900,000).
The fair value of Monte Barreto’s Miramar Trade Center, the CEIBA Group’s primary commercial real estate asset, also
decreased, largely influenced by increased discount rates. However, this decline was somewhat mitigated by a rise in
its cash reserves. The impact to the NAV of the Company was a reduction of US$1.6 million (2023: reduction of US$2.4
million).
Investment risks in Cuba are currently perceived as higher than in previous years, primarily due to ongoing U.S.
sanctions and Cuba’s continued inclusion on the SST List. Other contributing factors include the tenuous state of Cuba’s
electrical grid and other public infrastructure, the country’s liquidity challenges, heightened concerns over a significant
devaluation of the Cuban Peso, the unpredictability and limited success of monetary reforms, and Cuba’s persistent
difficulties in purchasing imports, meeting its financial obligations and making international payments.
These risks are particularly pronounced for the Miramar Trade Centre, where a substantial portion of the rentable
space is leased to Cuban national and joint venture companies. Since their rental payments are collected in Cuban
Pesos, existing monetary policies and other constraints limit or prevent the conversion of these funds into hard
currency for transfers abroad.
GENERAL REVIEW
Cuba – Recent Developments
General Economy
In 2024, Cuba once again faced immense economic challenges.
Numerous major sectors of the economy that generate hard currency income for the country were depressed.
MANAGEMENT REVIEW
23
Tourism, a major contributor of hard currency to the economy and which in 2022 and 2023 was slowly recovering from
the shock of the Covid-19 pandemic, ceased its forward motion in 2024 with 2.2 million tourist arrivals during the year,
representing a 9.6% decline compared to the prior year. The number of flights to the island remains far below pre-
Covid levels and travellers from most European and other important outbound markets are disincentivised from
travelling to Cuba by the U.S. SST designation, and the resulting U.S. ESTA electronic visa waiver ineligibility for persons
having previously travelled to Cuba (Canada is excluded from this problem). In addition, negative press relating to the
quality of Cuban tourism services, generalised power outages, and reduced availability of gasoline, food and other
basic products have had a negative effect in the second half of the year leading into the present high season.
For the current year, it was initially projected by the Cuban government that some 2.6 million international tourists
would visit the island in 2025 but looking at the poor arrival numbers during the first quarter of the year (in January
2025 there were approximately 196,000 tourist arrivals - 24.6% less than the prior year), it appears more likely that the
decline of 2024 will continue.
Official family remittances remain far below pre-pandemic levels, limited by inadequate formal channels for sending
money and currency exchange issues. Person-to-person and a variety of informal means of sending assistance to
family members on the island partially compensate for lower official remittances, but these measures are difficult to
track.
The tremendous liquidity shortage resulting from these negative factors has created a set of conditions that have
brought the Cuban economy to a state of near collapse after five consecutive years of difficulties. Following the intense
economic shock of the Covid-19 pandemic in 2020 and 2021, failed economic reforms in the period 2021-2023, and
continued economic aggression from the United States throughout the first Trump administration and the Biden
administration, the Cuban economy has been unable to recover to pre-pandemic levels, unlike similar economies in
the region. In February 2024, Alejandro Gil, Cuba’s Vice Prime Minister and Minister of Economy and Planning in
charge of the planning and implementation of the economic reforms and generally blamed for their failure, was
released from his positions. In 2024, the downward spiral caused by the above factors coalesced into numerous
country-wide failures of the national electrical grid and daily rolling power outages, sustained shortages of fuel and
gasoline, lower agricultural and industrial production, and significant difficulties in meeting international payment
obligations.
Economic Reforms
The economic and monetary reforms originally announced by Prime Minister Marrero in December 2023 in response
to the failed 2021-2023 measures were largely left unimplemented in 2024. As the Prime Minister and various other
government ministers made their year-end speeches and presentations to the National Assembly in December 2024,
there were numerous admissions that the planned changes could not be implemented during the past year because
the required conditions were not in place.
Few details have been made public about the nature of the coming reforms, although they generally appear to be the
same as those outlined in the prior year:
1. Partial Dollarisation: The Cuban government has repeatedly stated that certain activities will be partially
dollarised and that a new system for allocating liquidity within the economy will be adopted. This will mean
allowing the use of foreign currencies, particularly the U.S. dollar, alongside the Cuban peso. The aim is to
increase the financial autonomy and availability of foreign currency for businesses that need it, based primarily on
export businesses that generate hard currency. These rules are expected to be extended to the foreign
investment sector and the new private sector to varying degrees.
2. Currency Exchange: The government has announced and is expected to create a new foreign exchange market
based on a floating rate of exchange between the Cuban peso and the U.S. dollar. No information is as yet
available on the level of devaluation that will be implemented, the application to the foreign investment sector or
how the floating rate will be managed or monitored.
3. Legal Reforms: General statements have been made regarding the adoption of new rules aimed at attracting new
foreign investment and stimulating economic growth. It is expected that foreign investment vehicles will be
allowed to hire employees directly (rather than through a government employment agency).
These reforms reflect Cuba's positive attempts to navigate its economic crisis and create a more resilient and attractive
environment for both domestic and international stakeholders.
The new small and medium-sized enterprise (SME) private sector of the Cuban economy continues to develop rapidly
and is already playing an important role in various segments of the Cuban economy, especially food supply, imports,
construction, hospitality and others. However, significant banking and currency exchange difficulties impede their
growth. A small number of well-financed SMEs are beginning to scale their activities to levels that would have been
inconceivable in the past. At 31 December 2024, there were over 11,000 SMEs incorporated, which is an astonishing
number given that the legislation permitting their incorporation was only adopted in August 2021.
MANAGEMENT REVIEW
24
U.S. Sanctions against Cuba
The maintenance of Cuba on the SST List throughout the Biden administration, right up to his final week in office, has
been one of the most controversial and criticised aspects of Joe Biden’s policy towards Latin America.
The SST designation is amongst the most punishing sanctions in the U.S. arsenal in its long-standing economic war
against Cuba, since its extraterritorial implications effectively exclude the country from the global banking system,
amplifying the effect of all of the other sanctions levied against the island, affecting trade, investment, tourism and a
host of other legitimate interests. As the compliance aspects of international banking have taken on greater
importance in recent years, together with the rise of automated systems, it is far too difficult in practice to challenge or
circumvent the negative impact of the designation. It affects all aspects of economic life on the island.
Just days before the inauguration of the new administration, and in parallel with announcements made by the Cuban
authorities to release 553 persons that were convicted and jailed following acts of protest that took place on 11 July
2022, President Biden (i) removed Cuba from the U.S. SST List, (ii) cancelled the 2017 Trump measures defining the
harsh U.S. policy against military assets in the Cuban economy (the “Cuba Restricted List”), and (iii) suspended the
right under Title III of the Helms Burton Act for U.S. Persons to file civil claims against persons deemed to be trafficking
in confiscated property. These positive steps to relax the U.S. embargo against Cuba were reminiscent of the policies
of engagement maintained towards the island during the Obama administration, and many observers were surprised
that they were not adopted earlier.
However on 20 January 2025, in the flurry of executive orders adopted on the day of his inauguration, President Trump
signed an executive order rescinding the Biden relaxation measures, reinstating once again the inclusion of Cuba on
the SST List, the Cuba Restricted List and the right to sue under Title III of the Helms-Burton Act, thereby setting once
again a very aggressive tone for U.S. policy towards Cuba for the coming four years.
The Trump administration went even further than simply reinstating the status quo ante, however, and added Orbit
S.A., the principal remittance receiver on the island through whom all official family remittances from the United States
were channelled during the Biden administration, to the Cuba Restricted List, thereby effectively shutting down the
principal formal source of U.S. remittances to families on the island. This move is expected to further exacerbate the
already tense economic and humanitarian crisis on the island, and to have a devastating impact on Cuban families,
who rely on these remittances to satisfy their basic needs.
Now that the second Trump administration is underway and Cuban American Marco Rubio is directing the foreign
policy of the U.S. government, it is expected that U.S. policy towards Cuba will harden further. The most recent
announcement made by the U.S. administration in March 2025 is that it has ended a humanitarian parole program that
allowed hundreds of thousands of migrants to live and work in the United States. Established under President Joe
Biden, the initiative offered legal status and work authorisation to Cubans, Haitians, Nicaraguans, and Venezuelans
(CHNV) who passed security screenings and had U.S.-based financial sponsors. Approximately 530,000 migrants used
the program to come to the U.S. legally — suggesting that many people will choose an accessible legal pathway over
illegal entry. Ending the CHNV program eliminates that choice for future migrants and penalises those who want to
immigrate to the U.S. "the right way."
PORTFOLIO ACTIVITY
The Miramar Trade Center / Monte Barreto
View of the Miramar Trade Center commercial real estate complex from 5
th
Avenue
MANAGEMENT REVIEW
25
CEIBA MTC Properties Inc. (“CEIBA MTC”), a subsidiary of CPC, owns a 49% interest in Inmobiliaria Monte Barreto S.A.
(“Monte Barreto”). This Cuban joint venture company owns and operates the Miramar Trade Centre, a six-building
mixed-use commercial real estate complex comprising approximately 56,000 square metres of net rentable area that
constitutes the core of the new Miramar business district in Havana.
Notwithstanding the strong operational results of Monte Barreto, the joint venture company continues to experience
difficulties carrying out external dividend payments to the Company as a result of the liquidity issues and weakness of
the Cuban financial system. The financial reforms adopted by the Cuban government in 2021-2022 under Cuba’s Vice
Prime Minister and Minister of Economy and Planning with the stated purpose of increasing the financial autonomy of
various economic actors in the Cuban economy, including joint venture companies, were largely unsuccessful and new
measures are in the process of being adopted to replace them. It is not yet possible to judge how effective the new
rules will be in addressing the difficulties experienced by Monte Barreto in recent years to distribute dividends outside
of Cuba to the Group.
In the face of these difficulties, in prior years, Management successfully negotiated, with the joint venture company
and the Cuban shareholder, numerous transactions that collectively resulted in the receipt and reinvestment of over
US$20 million in previously declared dividends that were owed to the Company and had been previously provisioned.
These transactions varied in nature and included the prepayment of local expenses, disbursements under the TosCuba
construction facility used to construct the Trinidad Hotel, and capital contributions to Miramar that will result in the
extension of surface rights and be used to make capital improvements to its hotel properties. New transactions of this
nature are under negotiation. The timing and outcome of these efforts are currently unknown.
In addition, as part of Management efforts to find creative ways to unlock dividend payments in favour of the Group, a
financial arrangement has been agreed that allows certain tenants of the Miramar Trade Center to make their rental
payments owed to Monte Barreto to a Spanish bank account in the name of the foreign shareholder of the joint
venture, CEIBA MTC. At 31 December 2024, this arrangement resulted in US$2.0 million (2023: US$449,000) being
received in the external account which has been applied against current and prior period declared dividends that were
receivable by CEIBA MTC.
Management expects that under the present circumstances, and unless Cuba’s economy and liquidity position improve
substantially, receiving cash dividends from Monte Barreto outside Cuba will remain challenging. As noted above,
CEIBA MTC has been able to arrange partial payments of Monte Barreto dividends outside Cuba, but it remains
uncertain whether these payments will be sustained or increased. The Company continues to consider further
transactions aimed at receiving a portion of dividends owed to the Company inside Cuba and/or through the pursuit of
new reinvestment opportunities. Discussions with our Cuban partners are ongoing in this regard.
Management closely follows all developments concerning the adoption of new financial reforms by the Cuban
government regarding new rules for the allocation of hard currency liquidity in the economy, including partial
dollarisation, which will be adopted to replace the failed system set out in the 2021 general monetary reforms. This
may increase the likelihood that dividends of joint venture companies and other foreign direct investment vehicles can
be freely repatriated abroad in hard currency (as guaranteed by Article 9 of Cuba’s Foreign Investment Act).
Performance and Analysis of Key Performance Indicators (KPIs) of the Miramar Trade Center
Management regularly monitors the following KPIs of the Monte Barreto and the Miramar Trade Centre, all of which
are Alternative Performance Measures.
* Dividends received during the year include dividends that had been declared in prior years, but had not been previously
paid. Amounts included payments within and outside of Cuba (see below).
Overall, the performance of the Miramar Trade Centre during 2024 was once again very strong. At 31 December 2024,
occupancy rates were stable, with only minor fluctuations relating to tenant turnover. Revenues were modestly higher
than the prior year with an increase of 2.2%. The average total monthly revenue per square meter during 2024
increased. However, operating costs increased by 12.6% due to an increase in the salaries of its employees and
inflation linked to currency issues and monetary reforms. In addition, movements in deferred taxes lowered the
income tax expense for the year, which resulted in an increase in net income after tax of Monte Barreto for 2024.
31 December 2024 31 December 2023
Occupancy
97.5% 96.1%
Total Monthly Revenue per m
2
US$35.92 US$35.16
Net Income after tax
US$13.5 million US$13.1 million
Dividends declared in favour of the Group
US$357,500
nil
Dividends received by the Group*
US$2.2 million US$15.0 million
MANAGEMENT REVIEW
26
During 2024, CEIBA MTC received US$357,500 in dividends declared by Monte Barreto during the year, compared to no
dividend being declared in the prior year. However, this amount is in addition to US$1.8 million (US$1.6 million
offshore) received by CEIBA MTC in relation to dividends declared in previous periods by Monte Barreto. In 2023, CEIBA
MTC received US$15.0 million (US$449,000 of which was offshore) for previously declared dividends of Monte Barreto.
Demand for international-standard office accommodation in Havana remains strong, predominantly from
multinational companies, joint ventures, NGOs and foreign diplomatic missions. In the absence of competing products,
Monte Barreto remains the dominant option in this market segment. Consequently, the outlook for Monte Barreto in
2025 remains encouraging, as we expect occupancy levels to remain in the mid to high nineties throughout the year.
Fair Value of Monte Barreto
At 31 December 2024, the fair value of the 49% equity interest of CEIBA MTC in Monte Barreto was reduced to US$46.2
million (2023: US$47.8 million), representing a 3.4% decrease.
Given the fact that Monte Barreto continues to experience significant difficulties in ensuring the distribution of hard
currency dividends to the Company as its foreign shareholder and that the tourism and retail sectors have seen an
official devaluation of the CUP, the pre-tax discount rates used to value the future cash flows of the Miramar Trade
Centre were increased to 27% (2023: 24%). In the event of an official devaluation of the CUP, the rents payable by
tenants would automatically be increased to take into account the new exchange rate in relation to the U.S. dollar, but
the (translated) U.S. dollar value of the funds held in CUP in Monte Barreto’s Cuban Peso bank account would be
impacted.
Additional relevant information that impacts the fair values of the equity investments that has not been considered in
the valuations of the underlying properties of the joint venture companies may be taken into account. One such fair
value consideration is cash held by the joint venture in excess of its working capital needs (“Excess Cash”). As the
valuations of the underlying properties only assume a level of working capital to allow for day-to-day operations, the
existence of any Excess Cash needs to be included as an additional component of the fair value of the joint venture
company (see note 8). Due to the difficulties faced by Monte Barreto to distribute dividends, the amount of cash held
by the joint venture increased during the year which partially compensated for the decrease in the fair value of the
Miramar Trade Center.
Although the official exchange rate applicable to Monte Barreto is the official government rate of US$1 : CUP24, it has
been determined appropriate to apply the US$1 : CUP120 rate used by the tourism sector when determining the
Excess Cash of Monte Barreto..
The Hotels
The recovery of Cuba’s tourism sector, which had been advancing slowly in 2022-2023, did not have the expected
growth in 2024. In addition to the reinstatement of Cuba to the U.S. SST List and the fact that, as result thereof, the
U.S. ESTA electronic visa waiver program can not be used by persons that have previously travelled to the island, Cuba
is experiencing fierce competition from neighbouring areas in the Caribbean, including the Yucatan peninsula (Cancun,
Tulum), and the Dominican Republic. The path to recovery of Cuba’s tourism to pre-COVID levels is furthermore
hindered by a number of related factors, including the recent collapses and fragile state of Cuba’s national electrical
grid, shortages of fuel and other products, the fact that international airlift remains depressed and the negative
international news regarding the aforementioned issues.
CEIBA Investments has a 32.5% interest in five hotels in Cuba: one hotel in Havana, three hotels in Varadero, Cuba’s
principal beach resort destination, and one hotel located near the historic city of Trinidad, on Cuba’s south coast
(collectively the “Hotels”).
The Meliá Habana Hotel is a 397-room international-category 5-star business hotel located on prime ocean-front
property in Havana (directly opposite the Miramar Trade Center).
The Varadero Hotels are all located on a 28-hectare plot of land next to Cuba’s only 18-hole golf course. The Meliá Las
Américas Hotel is a 340-room international-category 5-star beach resort hotel located next to Mansión Xanadú and the
clubhouse of the Varadero Golf Club, which is extremely popular with golfers from Canada and Europe. The Meliá
Varadero Hotel is a 490-room international-category 5-star beach resort hotel catering primarily to families. The Sol
Palmeras Hotel is a 607-room international-category 4-star beach resort hotel, including 200 bungalows.
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27
The Meliá Trinidad Península Hotel is a 401-room, 5-star beach resort hotel located on a beachfront property at Playa
Maria Aguilar, near the city of Trinidad, a UNESCO World Heritage Site in central Cuba. The official opening ceremony
of the newly constructed Trinidad Hotel took place on 14 January 2024, presided over by Prime Minister Manuel
Marrero, Minister of Tourism Carlos Garcia and President of Meliã Hotels International S.A. Gabriel Escarrer.
Miramar Hotels views (Clockwise from top left: Meliá Habana, Meliá Las Américas, Sol Palmeras and Meliá Varadero Hotels)
The Meliá Trinidad Península Hotel located near the historic city of Trinidad, Cuba
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28
The interests in the Hotels are held through the Company’s 65% interest in HOMASI S.A. (“HOMASI”), which in turn has
a 50% interest in the joint venture companies Miramar S.A. (“Miramar”) and TosCuba S.A. (“TosCuba”).
The interest of HOMASI in the Meliã Habana Hotel and the Varadero Hotels is held through its 50% interest in Miramar,
owner of these hotels. HOMASI's interest in the Trinidad Hotel is held through its 50% interest in TosCuba. The 50%
Cuban shareholder in Miramar and TosCuba is Cubanacán, Cuba’s second-largest hotel company.
The Hotels are operated by Meliã Hotels International S.A. (“Meliá Hotels International”), which has a 35% equity
interest in HOMASI (i.e. 17.5% interest in Miramar). Meliá Hotels International is the largest hotel operator in Spain and
the leading international operator in Cuba (with 34 hotels currently under management in the country, comprising
more than 12,500 rooms) and the Spanish Caribbean. Meliá Hotels International is listed on the Madrid Stock
Exchange (included on the IBEX index) and NASDAQ.
The only hotels in Cuba in which Meliã Hotels International holds an equity ownership interest (in addition to a hotel
management agreement) are the Hotels of the Group.
Performance and Analysis of Key Performance Indicators (KPIs) of the Miramar Hotels
Management regularly monitors the following KPIs of Miramar and its hotels, all of which are Alternative Performance
Measures.
31 December 2024 31 December 2023
Occupancy
65.6% 66.5%
Total revenue per room sold (TRevPRS)
US$156.07 US$160.76
Total revenue per available room (TRevPAR)
US$102.36 US$106.94
Net Income after tax
US$9.3 million US$12.1 million
Dividends declared and received in favour of/by the Group
US$5.9 million US$8.5 million
MANAGEMENT REVIEW
29
The principal KPIs of Miramar and its hotels were lower than the prior year. Overall, occupancy of the Miramar hotels
for 2024 was slightly below the prior year. TRevPRS and TRevPar were also lower for the hotels in aggregate. This is a
direct result of the slow recovery of the Cuban tourism industry, as discussed above. In the case of the Meliã Habana,
there has also been an increase in competition with the opening of several new hotels in Havana.
The net income after tax of Miramar was lower in 2024 compared to the prior year. Although Miramar had an increase
in revenues of 9.2%, net income after tax decreased by 23.4%, compared to 2023, due to higher operational costs.
Dividend income earned by HOMASI from Miramar during the year of US$5.9 million compared to US$8.5 million in the
prior year. The dividend income from Miramar was received in hard currency outside of Cuba.
The key performance indicators of the individual Miramar hotels were as follows:
1 Total revenue per room sold is defined as the total revenue attributable to the hotel property divided by the number of
room nights sold during the period.
2 Total revenue per available room is defined as the total revenue attributable to the hotel property divided by the number of
available room nights during the period.
The principal challenge for Miramar in 2025 will remain the ability to collect sufficient hard currency income outside
Cuba (rather than inside Cuba) to pay for supplies, make necessary CAPEX investments and distribute to its
shareholders.
Fair Value of the Miramar Hotels
The fair values of the Miramar hotels have decreased as a result of the slower than expected recovery of the tourism
industry, as well as an increase in the discount rates due to the current difficulties facing Cuba and the uncertainty of
future sanctions from the U.S.
The fair value of HOMASI’s 50% equity interest in Miramar (of which the Company has a 65% interest) at 31 December
2024 was US$93.5 million (2023: US$110.1 million), representing a 15% decrease compared to the prior year. This was
driven by a decrease in the cash flow projections as a result of the poor performance of the Cuban tourism industry
and an increase in the discount rates used in the discounted cash flow models used to estimate the fair values.
The pre-tax discount rates applied to the discounted cash flow models with respect to the valuations of the hotels
located in Havana and Varadero (1,831 rooms in total) increased substantially compared to the prior year. In the case
of the Meliã Habana Hotel the pre-tax discount rate applied was 23.0% (2023: 20.0%), in the case of the Melia Las
Americas Hotel 23.0% (2023: 20.0%) and in the case of the Melia Varadero and Sol Palmeras Hotels 23.0% (2022:
20.8%).
Due in part to the increase in discount rates applied and the poor performance of the Cuban tourism industry, the
average fair value per room of the Miramar Hotels declined from US$104,000 at 31 December 2023 to US$87,000 at 31
December 2024.
Below are the fair values of the Miramar Hotels on a per room basis:
Every six months, the Company estimates the fair values of the underlying hotel properties owned by Miramar, which
are held as equity investments. The charts below show the movements in the fair values of the hotel properties (at
100% interest) from 2017 to the present compared to the movements in the related pre-tax discount rates.
2024 2023
Room
Occupancy
TRevPRS
1
TRevPAR
2
Room
Occupancy
TrevPRS
1
TRevPAR
2
Meliá Habana
45.9%
US$208.38 US$95.73
57.5%
US$183.28 US$105.30
Meliá Las Américas
74.3%
US$198.16 US$147.27
85.7%
US$200.22 US$171.59
Meliá Varadero
70.7%
US$126.52 US$89.47
63.7%
US$132.89 US$84.60
Sol Palmeras
69.3%
US$132.63 US$91.88
63.9%
US$140.40 US$89.75
100% Interest 31/12/2024 31/12/2023
Variance
Meliá Habana Hotel (397 rooms)
US$84,000 US$125,000
(32.8%)
Meliá Las Americas Hotel (340 rooms)
US$121,000 US$142,000
(14.8%)
Meliá Varadero Hotel (490 rooms)
US$85,000 US$94,000
(9.6%)
Sol Palmeras Hotel (604 rooms)
US$72,000 US$81,000
(11.1%)
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30
Performance and Analysis of Key Performance Indicators (KPIs) of the Trinidad Hotel
Management regularly monitors the following KPIs of TosCuba and the Trinidad Hotel, all of which are Alternative
Performance Measures. Comparative figures have not been included since the Trinidad Hotel officially opened at the
beginning of 2024.
Regular operations of the Trinidad Hotel began in January 2024, and activities gradually increased throughout the year.
All 401 rooms were operational in time for the start of the present tourism high season in November 2024.
Tourism in the Trinidad area picked up modestly in December 2024 with the addition of flights during the high season.
The total room occupancy for 2024 was 32.3% based on the 401 rooms. However, all the rooms did not come online
until the fall. The Total Revenue Per Room Sold (TRevPRS) for the year was strong at US$197.40 compared to the
budget of US$165.63. The Total Revenue Per Available Room (TRevPAR) for the year was US$63.80 compared to the
budget of US$89.16. The lower-than-budgeted TRevPAR is directly attributed to the budget being prepared with the
assumption that more rooms would be available sooner than was ultimately realised.
TosCuba, the Cuban joint venture company that owns the hotel, finished 2024 with an EBITDA of $6.6 million. The net
income after tax of TosCuba was US$2.0 million.
The principal challenges for the Trinidad Hotel operator, Meliá Hotels International, in 2025 will be finding alternative
markets to substitute for Canadian (and Argentinian) tourists during the low season and contracting and training
additional staff to service the hotel.
Fair Value of the Trinidad Hotel
The interest of the Group in TosCuba is comprised of its equity participation in the joint venture company and its
interest in the construction facility extended to build the hotel.
31 December 2024
Occupancy
32.3%
Total revenue per room sold (TRevPRS)
US$197.40
Total revenue per available room (TRevPAR)
US$63.80
Net Income after tax
US$2.0 million
Dividends declared and received in favour of/by the Group
nil
MANAGEMENT REVIEW
31
The fair value of the Meliá Trinidad Peninsula Hotel decreased in December 2024, due to the lower than projected
occupancy levels and uncertainty surrounding the future recovery of the Cuban tourism industry. To determine the
equity value of the Group’s interest in TosCuba at 31 December 2024, the fair value of the loans payable by TosCuba
must be deducted. The net effect was that the value of the 32.5% equity participation of the Group in TosCuba
decreased by $4.1 million from US$4.4 million at 31 December 2023 to US$291,000 at 31 December 2024.
Construction Facility of the Trinidad Hotel
In addition to the equity participation of the Group in TosCuba, the Company also arranged a US$51.5 million construction
finance facility, that was disbursed under two tranches (A and B) of US$22.5 million and US$29 million, respectively. The
facility has an interest rate of 8% p.a. and payment of Tranche B of the facility is guaranteed by Cubanacán and secured by a
first-ranking pledge on its dividends in Miramar. The facility was amended at 31 December 2004 to capitalise accumulated
interest of approximately $13.5 million resulting in a total principal balance outstanding of US$65.0 million.
At 31 December 2024, the Group had participations in the amended principal face value of the construction facility
totalling US$52.1 million, of which US$46.5 million was a direct participation of CEIBA Investments and US$5.6 million
represents the 65% interest of the Group in HOMASI’s participation in the facility.
This construction facility was originally established to provide financial support to TosCuba for the construction of its
hotel, with the initial intention to hold the asset to collect contractual cash flows. However, following the completion of
the construction of the Trinidad Hotel and the liquidation of GrandSlam, CEIBA’s business model has changed. The
lending facility with TosCuba is now held to support the underlying investment. In accordance with this revised
business model and consistent with the classification requirements under IFRS 9 - Financial Instruments, the Company
reclassified its loans and lending facilities from amortised cost to fair value through profit or loss.
At 31 December 2024, the participation of the Group in the TosCuba construction facility was adjusted to its estimated
fair value, which was determined using a discounted cash flow model, which estimates the present value of expected
future cash flows using a market-based discount rate reflective of the underlying risk profile. The discount rate of 15%
used in the model was primarily determined by reference to the interest rate of the Company’s Convertible Bonds,
adjusted for other available market data related to Cuba. The total fair value of the Group’s participation in the facility
at 31 December 2024 was estimated to be US$37.8 million, of which US$33.7 million was a direct participation of CEIBA
Investments and US$4.1 million represents the 65% interest of the Group in the participation of HOMASI.
Interest income earned by the Group during 2024 increased to US$4.9 million (of which US$2.9 million was earned by
CEIBA Investments and US$2.0 million was earned by HOMASI), compared to US$4.5 million in the prior year, due to an
increase in income from the Miramar and TosCuba confirming and discounting facilities of HOMASI.
GBM Interinvest Technologies Mariel S.L.
CEIBA Tourism B.V., a subsidiary of CPC, holds a 50% interest in GBM Interinvest Technologies Mariel S.L. (“GBM
Mariel”). This Spanish company is developing a multi-phase industrial park real estate project in the Special
Development Zone of Mariel, Cuba. The Company paid an initial amount of US$303,175 for a 50% equity interest in
GBM Mariel and subsequently executed a convertible loan agreement in the principal amount of €500,000
(US$519,450). The full investment of CEIBA Tourism in this project is estimated to be approximately US$1.5 million.
Groundworks on the 11.3-hectare site for the construction of the first four warehouses of the project were completed
in June 2021. The project became dormant in 2022 and the timing of a potential restart is uncertain as it depends on
securing tenants for the warehouses to be built on the plot of land on which groundwork has been executed. Given
that the project is currently dormant and the timing of a potential restart is uncertain because it depends on securing
tenants for the warehouses that will be built, a 50% provision has been taken against the loan and interest receivable
from GBM Mariel by CEIBA Tourism B.V.
OUTLOOK
We anticipate that the challenging economic conditions experienced by Cuba in 2024 will endure throughout 2025,
posing continued difficulties for the Group.
Cuba's ongoing liquidity constraints, driven by the continuing poor performance of its tourism and other key industries,
persistent U.S. sanctions and the election of President Trump, rising transportation and import costs, widespread
inflation, and the continued struggles with largely ineffective monetary and economic reforms, are expected to keep
affecting the timing of dividend and other payments to the Group in the near term, particularly from Monte Barreto.
Despite these challenges, the Company's underlying joint venture equity investments are expected to maintain their
track record of stable profitability. Moreover, the introduction of a fifth operational hotel to the Company's portfolio is
expected to provide a valuable boost to income and cash flow. Notably, scheduled external payments to the Company
under the TosCuba Construction Facility should contribute significantly to cash flow as the new Trinidad Hotel gradually
scales its operations and stabilises. Additionally, Management remains confident in its ability to negotiate new
arrangements to reduce the ongoing issue of profits generated within the joint ventures that cannot currently be
distributed to the Company due to persistent issues within the Cuban financial system.
Sebastiaan A.C. Berger
Chief Executive Officer
28 April 2025
MANAGEMENT REVIEW
32
The Executive Team is committed to the development of a comprehensive Environmental Social Governance (ESG)
Strategy, to be updated regularly and fully implemented by the Company across all of its activities. In recent years,
formal strategic thinking in this area and the development of a complete ESG policy was delayed by the Covid-19
pandemic, with the resulting world-wide travel restrictions and the closing of Cuba’s international borders, as well as by
the ongoing liquidity problems faced by the country (and by extension also by the Company).
However, as a company that has invested in real estate development projects, CEIBA has long demonstrated a strong
commitment to the incorporation of ESG principles to its investment program and continues to integrate ESG principles
into its daily decisions, at all levels. This dedication is most visible in the case of the Meliá Trinidad Península Hotel
project, the most significant large-scale new investment made by the Company in recent years. Throughout the
project, the Company ensured that the design, construction and operations of the hotel conform to industry-leading
practices in the hotel development sector, all aimed at being a first mover and market leader in the Cuban sustainable
tourism segment. Some of the measures taken in this project include:
• Self-generation and management of a significant part of the energy to be consumed through the large-scale
installation of solar panels and integrated battery systems
• Installation of energy efficient backup generators
• Generation of hot water by solar energy
• Smart management of energy resources of the hotel (solar panels, batteries, grid, back-up generators)
• Adoption of new offers made by the Cuban grid to acquire green energy
• Highly efficient water-based air conditioning systems
• Efficient water management systems
• Use of natural materials and elimination of plastics to the greatest extent possible
• Smart management of integrated climate, illumination, gardening/watering and other systems
• Use of recycled water for gardening/watering
• Energy efficient computer, TV and telecommunications networks
• Zero-paper hotel management system
• Hotel management systems aiming for prioritised use of durable and recyclable materials and elimination of
single-use and petroleum products
The hotel manager, together with the Company, closely monitors the performance of the hotel and the success of
these actions to determine the extent and manner in which they should be applied to the other investments of the
Company.
With just over a full year of regular operations now completed, the success of the sustainable tourism measures
integrated into the development and operations of the Meliá Trinidad Península Hotel are evident. In early March
2025, the hotel was awarded the prestigious Cuban National Energy Efficiency Award for its significant market-leading
positive results in the application of sustainable solutions for the efficient use of energy, renewable resources and care
for the environment in the services and tourism sector of Cuba.
The Company views the implementation of these and similar initiatives each time it considers a new investment as a
fundamental component of the success of its ESG commitment and one of the main drivers of long-term sustainable
financial returns going forward. In addition, the Board remains fully dedicated to its stated undertaking of adding
further strategic goals encompassing other ESG factors and topics for focus in the future and presenting to
Shareholders a comprehensive ESG policy, together with quantifiable milestones to be pursued, in the coming year.
ENVIRONMENTAL SOCIAL GOVERNANCE (ESG) STRATEGY
ENVIRONMENTAL SOCIAL GOVERNANCE (ESG) STRATEGY
33
Cuba and ESG Strategy
In order to set the ESG policy and approach for the Company, it is important to understand the backdrop of ESG issues
within Cuba and its current legislative framework and how they might impact the investments of the Company, now
and in the future. It will also enable stakeholders to understand the ESG performance within Cuba and align the ESG
approach with both the wider context and the Company’s best practice approach.
In past reports, a summary overview of Cuba’s performance in different ESG areas was presented. As in prior years,
our general conclusion today is that there are a large number of areas in which Cuba’s performance stands out in a
positive way, especially compared to other Latin American and Caribbean countries, but there are other areas where
its ESG results are weaker, particularly in respect of the country’s single-party political system and its low score on
political rights and civil liberties.
At present, notwithstanding the profound disruption to all aspects of the Cuban economy resulting from the Covid-19
pandemic (from which the economy has not yet fully recovered) and the maintenance of a very aggressive sanctions
regime against the country by the United States, Cuba appears to be accelerating its steps forward in areas of general
ESG concern. In the last five years, the country has adopted numerous measures aimed at advancing its own ESG
goals, including the adoption of a new Constitution, new Family and Penal Codes recognizing same-sex marriage and
other new social arrangements and prohibiting gender-based violence, the introduction of new legislation that
regulates ongoing reforms, small private enterprise (and the subsequent approval of thousands of new private
companies thereunder), large-scale monetary and other economic reforms (including currency unification), the
sustained roll out of internet services to the population, the allowance of hard currency bank accounts and the slow
but accelerating development of digital and financially inclusive means of payment, as well as private import-export
rights. At the beginning of 2022, Cuba opened its first two hotels that are specifically geared toward members of the
LGBTQ+ community.
Other recent measures encourage and incentivize the import and use of electric vehicles, the development of
sustainable energy resources (at both grid and individual levels) and other public policies aimed at climate mitigation
and sustainable development of the economy. In 2020 Cuba was the 13th country to submit its nationally determined
contribution (“NDC”). The updated NDC, which has a ten-year time frame from 2020-2030, outlines Cuba’s
strengthened climate change mitigation and adaptation policies and actions. The NDC prioritizes the energy and the
Agriculture, Forestry, and Other Land Use (“AFOLU”) sectors, and notes that mitigation actions will require financial
support in technology transfer and capacity building. The NDC builds on Cuba’s 2017 state plan to confront climate
change, known as the 100-year plan, ‘Tarea Vida’ (Life Task) – a roadmap that includes a ban on new home construction
in potential flood zones, the introduction of heat-tolerant crops to protect food supplies from droughts, and the
restoration of Cuba’s sandy beaches to help protect the country against coastal erosion. It also notes that Cuba’s
Constitution of 2019 explicitly mentions the goal of responding to climate change through, among others, “the
eradication of irrational patterns of production and consumption.” Although the updated NDC still lacks a binding
greenhouse gas (GHG) emission reduction target, in the energy sector, Cuba commits to:
• generate 24% of electricity from renewable sources by 2030, to avoid the emission of an estimated 30.6 million
kilotons of carbon dioxide equivalent (ktCO2eq);
• to increase energy efficiency in the commercial, institutional, residential, and agriculture sectors, to avoid the
emission of an estimated 700,000 ktCO2eq; and
• to reduce carbon-intensive ground transportation, to avoid the emission of an estimated one million ktCO2eq
annually, by cutting fossil fuel consumption in vehicles by 50% by 2030.
In the AFOLU sector, Cuba has committed itself, inter alia, to increase its forest coverage to 33%, or by 165,000
hectares, in the period 2019-2030, removing 169.9 million tons of atmospheric CO2. In the agricultural sector, Cuba
plans to install 5,000 solar pumping systems by 2030 for livestock and irrigation. In the swine sector, Cuba commits to
100% treatment of waste waters in order to reduce an estimated 8 million ktCO2eq in emissions annually in the period
2020-2030.
In February 2025, Cuba inaugurated the first of 92 solar parks that it plans to install between 2025 and 2028, of which
55 are intended to be completed before the end of 2025 with a total capacity of 1,200 megawatts.
ENVIRONMENTAL SOCIAL GOVERNANCE (ESG) STRATEGY
34
The current Directors’ details are set out below. All of the Directors are non-executive. The Directors supervise the
management of the Company and represent the interests of shareholders.
JOHN HERRING
Status: Non-Executive Chairman of the Board, Chairman of the Management Engagement Committee
Length of service: 15 years and 5 months, appointed on 12 November 2009
Experience: John qualified as a Chartered Accountant in 1982. In 1986, John joined the corporate finance department
of Kleinwort Benson, where he was involved in the IPOs on the LSE for several companies. In 1996 he established his
own private equity advisory business and joined the boards of a number of public and private companies including JD
Wetherspoon plc where he became deputy chairman and served as a non-executive director for 14 years.
Last re-elected to the Board: 18 June 2024
Committee membership: Management Engagement Committee (Chairman)
Remuneration: £40,000 (US$50,988) per annum
All other public company directorships: None
Shared Directorships with any other Directors: None
Shareholding in Company: 40,000 Ordinary Shares, held indirectly, representing 0.03 per cent. of the existing issued
share capital of the Company. John also acts as a Consultant to Northview Investments Ltd., which currently owns
37,862,018 Ordinary Shares representing 27.50 per cent. of the existing issued share capital of the Company.
Contribution: The Board has reviewed John’s contribution in light of his proposed re-election as a Director at the AGM,
and the Board has concluded that John remains a good Chairman, with extensive knowledge of the Company and Cuba
that is invaluable in determining the strategy of the Company, and helps foster a collaborative spirit between the Board
and other service providers, whilst ensuring that meetings remain focused on key areas of stakeholder relevance.
TREVOR BOWEN
Status: Independent Non-Executive Director, Chairman of the Audit Committee
Length of service: 6 years and 10 months, appointed on 18 June 2018
Experience: Trevor has over 30 years’ experience spanning a variety of industries. Trevor spent 11 years as a partner
of KPMG and 17 years as a partner of Principle Management managing artists in the music industry. Trevor has acted
as a non-executive director on a number of boards, most notably as a director on the board of Ulster Bank for nine
years, which included six years as the Chairman of its Audit Committee. He is an Irish national and a Chartered
Accountant.
Last re-elected to the Board: 18 June 2024
Committee membership: Management Engagement Committee, Nomination Committee and Audit Committee
(Chairman)
Remuneration: £40,000 (US$50,988) per annum
All other public company directorships: Kennedy Wilson Inc.
Shared Directorships with any other Directors: None
Shareholding in Company: 43,600 Ordinary Shares held indirectly representing 0.03 per cent. of the existing issued
share capital of the Company.
Contribution: The Board has reviewed Trevor’s contribution in light of his proposed re-election as a Director at the
AGM. The Board has concluded that Trevor has chaired the Audit Committee effectively and continues to provide
significant financial and risk management insight to Board discussions.
THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS
35
KEITH CORBIN
Status: Independent Non-Executive Director, Chairman of the Nomination Committee
Length of service: 6 years and 10 months, appointed on 18 June 2018
Experience: Keith is Executive Chairman of Nerine International Holdings Limited, a network of trust and fiduciary
services companies which is a wholly owned subsidiary of PraxisIFM Company Limited and serves as a director of a
number of regulated financial services companies. Keith is an Associate of the Chartered Institute of Bankers (ACIB)
and a Member of the Society of Trust and Estate Practitioners (STEP).
Last re-elected to the Board: 18 June 2024
Committee membership: Management Engagement Committee, Nomination Committee (Chairman) and Audit
Committee
Remuneration: £35,000 (US$44,614) per annum
All other public company directorships: None
Shared Directorships with any other Directors: None
Shareholding in Company: None
Contribution: Keith has advised that he will be resigning from the Board as from the upcoming AGM of the Company.
JEMMA FREEMAN
Status: Independent Non-Executive Director
Length of service: 3 years and 7 months, appointed on 1 October 2021
Experience: Jemma is the Executive Chair of Hunters & Frankau Limited, the appointed distributor for Habanos S.A.’s
cigar portfolio in the United Kingdom. She joined the business of Hunters & Frankau in 2002, was appointed Managing
Director in 2008 and Executive Chair in 2019. Before going into the cigar business Jemma was a Strategic Planner in
the advertising industry. She currently holds the position of Vice Chair of ITPAC, an Advisory Council established to
support the tobacco trade in the United Kingdom.
Appointed to the Board: 1 October 2021
Last re-elected to the Board: 18 June 2024
Committee membership: Management Engagement Committee, Nomination Committee and Audit Committee
Remuneration: £35,000 (US$44,614) per annum
All other public company directorships: None
Shared Directorships with any other Directors: None
Shareholding in Company: None
Contribution: Jemma has advised that she will be resigning from the Board as from the upcoming AGM of the
Company.
ANDREW PEGGE
Status: Non-Executive Director
Length of service: 1 year and 7 months, appointed on 16 October 2023
Experience: After obtaining a BA in Social Psychology and Cognitive Studies, Andrew started his career in the
investment department of Laurentian Life. He then moved to Buchanan Partners where he analysed and managed
closed end funds and similar structures for the Emerging Markets and other funds. During this time, he completed the
3 year CFA program and a 2 year executive MBA. In 1995, Andrew co-founded Regent Kingpin Capital Management,
then after a brief stint as a consultant at the Isle of Man regulator, he co-founded Laxey Partners in 1997. He now
manages his family office, POP Investments, which is a circa 10 per cent shareholder in the Company.
Appointed to the Board: 16 October 2023
THE BOARD OF DIRECTORS
36
Last re-elected to the Board: 18 June 2024
Committee membership: Management Engagement Committee
Remuneration: £35,000 (US$44,614) per annum
All other public company directorships: None
Shared Directorships with any other Directors: None
Shareholding in Company: Andrew is a director and owner of POP Investments Limited which owns 13,881,374
Ordinary Shares representing 10.08 per cent of the issued share capital of the Company.
Contribution: The Board has reviewed Andrew’s contribution in light of his proposed re-election as a Director at the
AGM. The Board has concluded that Andrew continues to bring a relevant depth of experience and knowledge and
fresh perspective to the Board. Andrew also contributes the valuable perspective of an institutional investor as the
Board oversees the execution of the Company's strategy.
SIMEON GODDARD
Status: Non-Executive Director
Length of service: 9 months, appointed on 9 August 2024
Experience: Mr Goddard is a Chartered Financial Analyst and is Director of Equity Investments and co-Chief
Investment Officer of Northview Services Ltd and is also a member of their Investment Committee. Additionally, Mr
Goddard serves as a director of Northview Investments Ltd., which owns 37,764,018 shares in the Company. Mr.
Goddard has over 20 years’ experience in fundamental equity analysis and portfolio management and is primarily
responsible for Northview’s investments in liquid securities and asset classes. More recently, he has become
increasingly active in Northview’s major real estate development projects. Mr Goddard started his career with Barclays
Wealth in London, before spending time with GFI Securities in both London and New York. He joined Northview
Services Ltd. in 2012 and was appointed co-Chief Investment Officer in 2021.
Appointed to the Board: 9 August 2024
Last re-elected to the Board: 9 August 2024
Committee membership: Management Engagement Committee
Remuneration: Waived
All other public company directorships: None
Shared Directorships with any other Directors: None
Shareholding in Company: None
Contribution: The Board has reviewed Simeon’s contribution in light of his proposed re-election as a Director at the
AGM. The Board concluded that Simeon brings very significant knowledge and experience to the Board.
THE BOARD OF DIRECTORS
37
The Directors present their Report and the audited financial statements for the year ended 31 December 2024.
The investment objective and purpose of the Company is to provide a regular level of income and substantial capital
growth. The Company is a country fund with a primary focus on Cuban real estate assets. The Company seeks to
deliver the investment objective primarily through investment in, and management of, a portfolio of Cuban real estate
assets, with a focus on the tourism-related and commercial property sectors. A description of the activities for the
Company for the year under review is provided in the Chairman’s Statement on pages 6 to 8 and the Management
Review on pages 21 to 31.
STATUS
The Company is a Guernsey company which was incorporated on 10 October 1995 with registered number 30083.
With effect from 11 September 2018, the Company became a Registered Closed-ended Collective Investment Scheme
pursuant to The Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended and the Registered Collective
Investment Schemes Rules 2021 issued by the Guernsey Financial Services Commission.
The Company invests either directly or through holdings in special purpose vehicles, joint venture vehicles,
partnerships, trusts or other structures. As at 31 December 2024, the Company held the following interests in joint
venture companies and other investments in Cuba:
• an indirect 49% interest in Inmobiliaria Monte Barreto S.A., which is the Cuban joint venture company that owns
and operates the Miramar Trade Center, a 56,000m
2
mixed-use office and retail complex in Havana;
• an indirect 32.5% interest in Miramar S.A., which is the Cuban joint venture company that owns the Meliá Habana
Hotel and the Varadero Hotels;
• an indirect 32.5% interest in TosCuba S.A., which is the Cuban joint venture company that owns the Trinidad Hotel;
and
• an indirect 50% interest in Grupo B.M. Interinvest Technologies Mariel S.A., a Spanish company that is developing
the industrial logistics project in the Special Development Zone of Mariel.
The Directors are of the opinion that the Company has conducted its affairs from 1 January 2024 to 31 December 2024
as a registered collective investment scheme so as to comply with the Registered Collective Investment Scheme Rules
2021.
The Directors, having considered the Company’s objectives and available resources along with its projected income and
expenditure, are satisfied that the Company has adequate resources to continue in operational existence for at least
12 months from the signing date of these financial statements. The Directors continue to monitor market
developments relating to the Cuban economy and liquidity position, ongoing economic reforms, U.S. sanctions and
restrictive travel rules, the Russia-Ukraine conflict and any possible future impact thereof on the Company’s investment
portfolio and financing arrangements. The Directors remain confident that the going concern basis remains
appropriate in preparing the financial statements.
RESULTS
Details of the Company’s results are shown on page 59 of this Report.
CAPITAL STRUCTURE AND ISSUANCE
The Company’s capital structure is summarised in the notes to the financial statements: 13 – Convertible bonds and 14
– Stated capital and net asset value.
At 31 December 2024, there were 137,671,576 fully paid Ordinary Shares (2023: 137,671,576) in issue.
On 31 March 2021, the Company completed the issue of €25,000,000 10% senior unsecured convertible bonds due
2026 (“Bonds”). The Bonds were listed on The International Stock Exchange (Channel Islands) on 13 April 2021.
Interest payments on the Bonds took place on a quarterly basis and early redemption of the Bonds by the Company, in
whole or in part, was possible in principal amounts of €2,500,000 as from the third anniversary of the issue date. The
Bonds were repayable in full on 31 March 2026.
On 13 January 2025, the Company announced proposals to the Bondholders to approve, by way of extraordinary
resolutions, the entering into of an amendment agreement to modify the original Bond instrument dated 22 March
2021 constituting the Bonds. On 3 February 2025, the Company announced that over 85% of the principal amount of
the Bonds had voted in favour of the extraordinary resolutions and the amendment agreement was executed and
came into effect.
DIRECTORS’ REPORT
DIRECTORS’ REPORT
38
The principal amendment made to the terms of the Bonds was to modify the payment schedule from a single €25
million bullet payment due on 31 March 2026 to five equal annual instalments of €5 million, to be made starting in June
2025 and on 31 March each year thereafter, with the new final maturity date of the Bonds being 31 March 2029. In
addition, the interest rate of 10% will be maintained until 31 March 2026 and then increased to 15% per annum over all
amounts remaining outstanding thereafter.
VOTING RIGHTS
Shareholders are entitled to vote on all resolutions which are proposed at general meetings of the Company. The
Ordinary Shares carry a right to receive dividends. On a winding up, after meeting the liabilities of the Company, the
surplus assets will be paid to shareholders in proportion to their shareholdings.
Holders of the Bonds are not entitled to attend or vote at meetings of the Company.
MANAGEMENT AGREEMENT
On 31 May 2018, the Company entered into the Management Agreement under which abrdn Fund Managers Limited
(“AFML” – the abrdn group is in the process or returning to its prior Aberdeen brand and abrdn PLC has been
rebranded as Aberdeen Group PLC) was appointed as the Company’s alternative investment fund manager to provide
portfolio and risk management services to the Company. The Management Agreement took effect on 1 November
2018. On 30 June 2023, AFML ceased to be the investment manager and the Company became self-managed on 1 July
2023.
Until 30 June 2023, under the terms of the Management Agreement, AFML was entitled to receive an annual
management fee at the rate of 1.5 per cent. of Total Assets (as defined therein). In addition, AFML was entitled to
reimbursement for all costs and expenses properly incurred in the performance of its duties under the Management
Agreement.
In order to assist the Group with its cash flow requirements, AFML has agreed to defer payment of a portion of its fees
earned totalling US$3,129,937. The amount accrues interest at a rate of 10% per annum that is paid quarterly. The
Company will pay 20% of the principal amount thereof to coincide with the Bond payments during the period 2025-
2029.
On 28 June 2023 the Company entered into the Overarching Framework Agreement under which the Executives are
responsible for the day-to-day management of the portfolio of investments of the Company.
POLITICAL AND CHARITABLE DONATIONS
The Company does not make political donations and has not made any charitable donations during 2024 (2023: Nil).
RISK MANAGEMENT
Details of the financial risk management policies and objectives relative to the use of financial instruments by the
Company are set out in note 19 to the financial statements.
THE BOARD
The names and short biographies of the Directors of the Company, all of whom are non-executive, at the date of this
report are shown on pages 34 to 36. John Herring is the Chairman and Keith Corbin is the Senior Independent
Director. Trevor Bowen, Keith Corbin, and Jemma Freeman are considered independent non-executive Directors. John
Herring, Andrew Pegge and Simeon Goddard are not considered to be independent in accordance with the AIC Code of
Corporate Governance (published in February 2019) (the “AIC Code”). Keith Corbin and Jemma Freeman have
announced that they will not seek re-election and will retire at the upcoming AGM of the Company. The compliance of
the Company with the AIC Code is described below in the section entitled Corporate Governance appearing on page
39.
The Board, which comprises six directors, regularly reviews the composition of the Board and succession planning
through the Nomination Committee. The Board recognises the importance of having a range of skilled, experienced
individuals represented on the Board to allow it to fulfil its obligations. When considering the composition of the
Board, the Board will be mindful of the Listing Rules diversity targets, inclusiveness and meritocracy. Whilst the Board
agrees that it is entirely appropriate that it should seek diversity, it does not consider that this can be best achieved by
establishing specific quotas and targets and appointments will continue to be made based primarily on merit. The
Board’s overriding priority in appointing new directors to the Board is to identify the candidate with the best range of
skills and experience to complement those of existing Directors.
DIRECTORS’ REPORT
39
The Board voluntarily discloses the following information in relation to diversity. The Board has decided that the
Company’s financial year end date be the most appropriate date for disclosure purposes. The following information
has been provided by each Director and there have been no changes since 31 December 2024 and the signing date of
this financial report:
* This column is inapplicable as the Company does not have a CEO or CFO on the Board. The Company considers that the
role of chair and SID are senior positions. Of these roles, both are performed by men.
ROLE OF THE CHAIRMAN AND SENIOR INDEPENDENT DIRECTOR
The Chairman is responsible for providing effective leadership to the Board, demonstrating objective judgement and
promoting a culture of openness and debate. The Chairman facilitates the effective contribution, and encourages
active engagement, by each Director. In conjunction with the Company Secretary, the Chairman ensures that Directors
receive accurate, timely and clear information to assist them with effective decision-making. The Chairman leads the
evaluation of the Board and individual Directors and acts upon the results of the evaluation process by recognising
strengths and addressing any weaknesses. The Chairman also engages with major shareholders and ensures that all
Directors understand shareholders’ views.
The Senior Independent Director acts as a sounding board for the Chairman and acts as an intermediary for other
directors, when necessary. Working closely with the Nomination Committee, the Senior Independent Director takes
responsibility for an orderly succession process for the Chairman and leads the annual appraisal of the Chairman’s
performance. The Senior Independent Director is also available to shareholders to discuss any concerns they may
have.
ELECTION OF THE BOARD
In accordance with corporate governance best practice, the Board has agreed that all Directors will retire annually and,
if appropriate, will seek re-election at the annual general meeting of the Company. Keith Corbin and Jemma Freeman
have advised that they will not be seeking re-election as Directors, and will retire from the Board at the conclusion of
the Annual General Meeting. All other Directors will stand for re-election at the forthcoming Annual General Meeting.
The Board has reviewed the skills and experience of each Director and believes that each contributes to the long-term
sustainable success of the Company. The Board has no hesitation in recommending their re-election, or election, to
shareholders.
CORPORATE GOVERNANCE
The Company is committed to high standards of corporate governance. As the Company is listed on the SFS, the
Company has voluntarily undertaken to comply with UKLR 6.6 (Annual Financial Report) of Chapter 6 of the Listing
Rules (as applicable to closed-ended investment funds category of the Official List) regarding corporate governance
and the principles and provisions of the AIC Code for the year ended 31 December 2024.
The AIC Code addresses all the principles and provisions set out in the UK Corporate Governance Code, as well as
setting out additional principles and provisions on issues that are of specific relevance to investment companies. The
Board considers that reporting in accordance with the principles and provisions of the AIC Code provides more
relevant and comprehensive information to shareholders. The AIC Code is available on the AIC website at: https://
www.theaic.co.uk.
DIRECTORS’ REPORT
Number of Board Members Percentage of the Board Number of senior positions
on the Board
(CEO, CFO, SID and chair)
Men 5
83%
N/A - see note*
Women 1
17%
Prefer not to say
- -
Number of Board Members Percentage of the Board Number of senior positions
on the Board
(CEO, CFO, SID and chair)
White British or Other
White (including minority-
white groups)
6
100%
N/A - see note*
Prefer not to say
- -
40
The Company has complied throughout the accounting period with the relevant provisions contained within the AIC
Code, except provisions relating to:
• the independence and tenure of the chairman (provisions 11 and 12); and
• executive directors’ remuneration and establishment of a remuneration committee (provisions 37, 38 and 42).
The Board considers that provisions 37, 38 and 42 are not relevant to the Company. The Company does not have any
direct employees, and the Board is comprised of non-executive Directors. As set out on page 41, the Board has not
established a separate Remuneration Committee given the size and nature of the Company. In addition, as set out
above, the Board has not complied with provisions 11 and 12 and, with support from the Nomination Committee, has
resolved that John remains a good Chairman, with extensive / detailed knowledge of the Company and Cuba that is
invaluable in determining the strategy of the Company and therefore given the current economic conditions, John’s
continued appointment as Chairman is in the best interests of the Company and shareholders as a whole. The Board
evaluates appointments, including the Chairman, on an annual basis.
Directors have attended the following scheduled meetings during the year ended 31 December 2024.
* Peter Cornell and Colin Kingsnorth resigned as directors of the Company on 18 June 2024. Simeon Goddard was appointed as a
director of the Company on 9 August 2024.
The Board meets more frequently when business needs require.
Policy on Tenure
The Board’s policy on tenure is that Directors need not serve on the Board for a limited period of time only. The Board
does not consider that the length of service of a Director is as important as the contribution he or she has to make, and
therefore the length of service will be determined on a case-by-case basis. The Board strives to ensure that any
changes to its composition, including succession planning for Directors, be managed without undue disruption to the
Company’s operations. Directors are able and encouraged to provide statements to the Board of their concerns and
ensure that any items of concern are recorded in the Board minutes and the Chairman encourages all Directors to
present their views on matters in an open forum.
The Board notes that some shareholders may see longevity on the Board as a negative. The Board has a mix of longer
serving and more recently appointed Directors and the Board believes that the experience of the longer-serving
Directors has served the Company well through numerous investment cycles and is valued by the Board as a whole.
The Board has a schedule of matters reserved to it for decision. Such matters include strategy, gearing, treasury and
the Company’s dividend policy. Full and timely information is provided to the Board to enable the Directors to function
effectively and to discharge their responsibilities. The Board also reviews the financial statements, performance and
revenue budgets.
There is an agreed procedure for Directors to take independent professional advice if necessary, at the Company’s
expense. This is in addition to the access which every Director has to the advice and services of the Company
Secretary, which is responsible to the Board for ensuring that Board procedures are followed and that applicable rules
and regulations are complied with.
Board and Committee Evaluation
Each year, the Company undertakes a performance evaluation of the Board and its committees as a whole as well as
an appraisal of the Chairman and a Director’s self-evaluation as required by the AIC Code.
The Board last performed an internal evaluation of itself, its committees and each of the Directors in the financial year
ended 31 December 2024.
DIRECTORS’ REPORT
Director
No. of Board Meetings
Attended
No. of Audit Committee
Meetings Attended
No. of Nomination Committee
Meetings Attended
John Herring
6 of 6
n/a n/a
Keith Corbin
5 of 6 4 of 4 5 of 5
Trevor Bowen
6 of 6 4 of 4 5 of 5
Peter Cornell
3 of 3*
n/a n/a
Colin Kingsnorth
3 of 3*
n/a n/a
Jemma Freeman
6 of 6 3 of 4 4 of 5
Andrew Pegge
4 of 4
n/a n/a
Simeon Goddard
2 of 4*
n/a n/a
41
In December 2023, the Board engaged an external facilitator, CoSteer Limited, which is independent and has no
connection with the Company, to lead a performance evaluation of the Board, its committees and each of the
Directors. As part of this process, the external facilitator provided each director with an online data driven survey to
complete and will analyse the results, looking in particular at the key elements of Board oversight, ethical culture and
operational control.
At the conclusion of the evaluation in the first quarter of 2024, the facilitator provided the Board with a written report
of its findings, including any suggestions for improvements thereon, which was considered further by the Board. The
Board concluded that its performance was still adequate and professional and there were no corporate governance
related concerns required to be addressed.
Board Committees
The Board has established an Audit Committee, a Management Engagement Committee and a Nomination Committee.
These committees undertake specific activities through delegated authority from the Board. Terms of reference for
each committee may be found on the Company’s website (ceibainvest.com) and copies are available from the
Company Secretary upon request. The terms of reference are reviewed and re-assessed by the Board for their
adequacy on an annual basis.
The Board has not appointed a separate Remuneration Committee but, as set out below, delegates the consideration
of the remuneration of the Directors to the Nomination Committee.
Details of the activities of each of the committees are set out below.
Audit Committee
Information regarding the composition, responsibilities and activities of the Audit Committee is detailed in the Report
of the Audit Committee on pages 47 to 50 of this annual report.
Nomination Committee
All appointments to the Board are considered by the Nomination Committee, which is chaired by Keith Corbin. All of
the independent non-executive Directors are members. The function of the Nomination Committee is to ensure that
the Company undertakes a formal process of reviewing the structure, size and composition (including the skills,
knowledge, experience and diversity) of the Board, identifying the experience and skills which may be needed and
those individuals who might best provide them and to ensure that the individual has sufficient available time to
undertake his or her responsibilities as a Director. Once appointed, the successful candidate will receive a formal and
tailored induction.
The remuneration of the Directors is reviewed on an annual basis by the Nomination Committee and compared with
the level of remuneration for directorships of other similar companies. Save for Simeon Goddard who has waived his
fee, all Directors receive an annual fee and there are no share options or other performance-related benefits available
to them. The remuneration of the Directors has been set in order to attract individuals of a calibre appropriate to the
future development of the Company. The Company’s policy on Directors’ remuneration, together with details of the
remuneration of each Director, is detailed in the Directors’ Remuneration Report on pages 44 to 46.
The Nomination Committee meets at least once per year and otherwise as required. The outside directorships and
broader commitments of Directors are also monitored by the Nomination Committee.
During the year the Nomination Committee met five times, matters considered were Board evaluation, Board
succession planning and Director’s remuneration.
Management Engagement Committee
The Management Engagement Committee comprises the entire Board of Directors and is chaired by John Herring. The
principal duties of the Management Engagement Committee are to review the performance of the Executives and their
compliance with the terms of the Overarching Framework Agreement dated 28 June 2023.
The Management Engagement Committee also reviews the terms of appointment of other key service providers to the
Company.
The Management Engagement Committee usually meets at least once per year and otherwise as required.
During the year the Management Engagement Committee met twice, matters considered included performance of,
and the contractual arrangements with, the key service providers of the Company, including the Executives, Financial
Adviser and Broker, Registrar, the Company Secretary, and the Administrator.
DIRECTORS’ REPORT
42
INTERNAL CONTROL AND RISK MANAGEMENT
The Board is ultimately responsible for the Company’s system of internal control and for reviewing its effectiveness
and confirms that there is an ongoing process for identifying, evaluating, and managing the significant risks faced by
the Company. This process has been in place during the year under review and up to the date of approval of this
annual report. It is regularly reviewed by the Board and accords with the Financial Reporting Council Guidance.
The Board has reviewed the effectiveness of the system of internal control focussing in particular on the process for
identifying and evaluating the principal risks affecting the Company and policies by which these risks are managed.
Pursuant to the Overarching Framework Agreement dated 28 June 2023 and related consulting and employment
arrangements, the Directors have delegated the day-to-day management of the portfolio of investments of the
Company to the Executives within overall guidelines, and this embraces implementation of the system of internal
control, including financial, operational and compliance controls and risk management.
Pursuant to a Risk Management Agreement dated 30 August 2023, NSM Funds Limited acts as Risk Manager to the
Company and provides the Board with assistance regarding the provision of risk management services. The Risk
Manager provides oversight on a number of areas for the Board particularly focusing on identifying risks and oversight
over a risk governance framework, monitoring investment restrictions, pricing policy, confirmation of ownership title
review, assisting the Executives to ensure compliance with applicable standards and ensures that recommendations to
improve controls are implemented.
Risks are identified and documented through a risk governance framework. Risks that are identified and monitored
include strategic, governance and regulatory, portfolio, operational, reputational, and country risk. This framework
seeks to identify any risks that need to be reviewed, and any weaknesses identified are reported to the Board, with
timetables to be agreed for implementing improvements to systems to mitigate against such risks. The
implementation of any remedial action required is monitored and feedback would be provided to the Board.
The principal and emerging risks and uncertainties faced by the Company are detailed on pages 11 to 17.
The key components of the process designed by the Directors to provide effective internal control are outlined below:
• the Executives prepare forecasts and management accounts which allow the Board to assess the Company’s
activities and review its performance;
• the Board has agreed clearly defined investment criteria, specified levels of authority and exposure limits. Reports
on these issues, including performance statistics and investment valuations, are regularly submitted to the Board
and there are meetings with the Executives as appropriate;
• the Risk Manager continually reviews and monitors the risk governance framework in conjunction with the
Executives and reports to the Audit Committee on a six-monthly basis;
• written agreements are in place which specifically define the roles and responsibilities of the Executives, Risk
Manager and other third-party service providers and, where relevant, ISAE3402 Reports, a global assurance
standard for reporting on internal controls for service organisations, or their equivalents are reviewed;
• the Audit Committee carried out an annual assessment of internal controls for the year ended 31 December 2024
by considering documentation from the Executives, the Risk Manager and other third-party service providers,
including where applicable their internal audit and compliance functions and taking account of events since 1
January 2024. The results of the assessment, that internal controls are satisfactory, will be reported to the Board at
the next Board meeting.
• Internal control systems are designed to meet the Company’s particular needs and the risks to which it is exposed.
Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to
achieve business objectives and by their nature can only provide reasonable and not absolute assurance against
misstatement and loss.
DIRECTORS’ REPORT
43
MANAGEMENT OF CONFLICTS OF INTEREST
The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this
process, the Directors prepare a list of other positions held and all other conflict situations that may need to be
authorised either in relation to the Director concerned or his connected persons. The Board considers each Director’s
situation and decides whether to approve any conflict, taking into consideration what is in the best interests of the
Company and whether the Director’s ability to act in accordance with his wider duties is affected. Each Director is
required to notify the Company Secretary of any potential, or actual, conflict situations that will need authorising by the
Board. Authorisations given by the Board are reviewed at each Board meeting. No Director has a service contract with
the Company although Directors are issued with letters of appointment upon appointment. The Directors’ interests in
contractual arrangements with the Company are as shown in note 16 to the financial statements. No Directors had
any interest in contracts with the Company during the period or subsequently. The conflicts of the non-independent
directors are well known to the Board and reviewed regularly.
The Board has adopted appropriate procedures designed to prevent bribery. The Company receives periodic reports
from its service providers on the anti-bribery policies of these third parties. It also receives regular compliance reports
from the Administrator.
The Criminal Finances Act 2017 has introduced a new corporate criminal offence of “failing to take reasonable steps to
prevent the facilitation of tax evasion”. The Board has confirmed that it is the Company’s policy to conduct all of its
business in an honest and ethical manner. The Board takes a zero-tolerance approach to facilitation of tax evasion,
whether under Guernsey law or under the law of any foreign country.
SUBSTANTIAL INTERESTS
The Company has been advised that the following shareholders owned 5% or more of the issued Ordinary share
capital of the Company at 31 December 2024:
There have been no significant changes notified in respect of shareholdings between 31 December 2024 and 28 April
2025.
ANNUAL GENERAL MEETING
The Notice of the Annual General Meeting (“AGM”) is included within this annual report and financial statements. The
AGM will take place at the registered office of the Company, Les Echelons Court, Les Echelons, St Peter Port, Guernsey,
GY1 1AR Channel Islands on 3 July 2025 at 12:30 p.m. An explanation of each resolution to be proposed at the AGM is
included in the Letter from the Chairman on page 107. All shareholders will have the opportunity to put questions to
the Board at the Company’s AGM. Shareholders are encouraged to vote on the resolutions proposed in advance of the
AGM and to submit questions to the Board by emailing fundoperations@nsm.com.
The Company Secretary is also available to answer general shareholder queries at any time throughout the year.
RELATIONS WITH STAKEHOLDERS
The Directors place a great deal of importance on communication with shareholders. The Board welcomes feedback
from all shareholders. The Chairman meets periodically with the largest shareholders to discuss the Company. Any
correspondence from shareholders to the Board is typically circulated to all Directors and included in the next available
Board papers. Shareholders can contact the Board by email to fundoperations@nsm.com. The annual report and
financial statements are widely distributed to other parties who have an interest in the Company’s performance.
Shareholders may obtain up to date information on the Company through the Company’s website ceibainvest.com.
The Board’s policy is to communicate directly with shareholders and their representative bodies in situations where
direct communication is required and usually a representative from the Board is available to meet with major
shareholders on an annual basis in order to gauge their views.
Approved by the Board of Directors on 28 April 2025 and signed on its behalf:
Keith Corbin
Director
DIRECTORS’ REPORT
Shareholder
Number of shares held
% held
Northview Investments Ltd
37,862,018
27.50
POP Investments Limited
13,881,374
10.08
Ursus Capital Limited
13,799,197
10.02
abrdn (Standard Life)
9,296,532
6.75
Ifoghas Investments
7,477,144
5.43
44
As the Company is listed on the SFS, the Board has prepared this remuneration report on a voluntary basis.
The Company’s auditor has not audited any of the disclosures provided in this Directors’ Remuneration Report.
REMUNERATION POLICY
This part of the Remuneration Report provides details of the Company’s Remuneration Policy for Directors of the
Company. As the Board is comprised wholly of non-executive Directors and given the size and nature of the Company,
the Board has not established a separate Remuneration Committee. Directors’ remuneration is determined by the
Board as a whole.
The Directors are non-executive and the Company’s Articles limit the annual aggregate fees payable to the Board of
Directors to no more than £500,000 (US$626,500) per annum. The aggregate level of the fees payable to the Directors
may only be increased by way of shareholder resolution. Subject to this overall limit, the Board’s policy is that the
remuneration of non-executive Directors should reflect the nature of their duties, responsibilities and the value of their
time spent and be fair and comparable to that of other investment companies that are similar in size, have a similar
capital structure and have a similar investment objective. Fees are reviewed annually against the Company’s peer
Company and increased accordingly if considered appropriate. There have been no changes to the Directors’
Remuneration Policy or fees paid since 2018 nor are there any proposals for changes in the foreseeable future. In the
past year, aggregate fees of £217,692 were paid to the Directors. The table below shows the fees agreed per annum.
APPOINTMENT
• The Company only intends to appoint non-executive Directors.
• All the Directors are non-executive appointed under the terms of Letters of Appointment.
• Directors must retire and be subject to re-election at each annual general meeting.
• New appointments to the Board will be placed on the fee applicable to all Directors at the time of appointment
(currently £35,000 per annum).
• No incentive or introductory fees will be paid to encourage a Directorship.
• The Directors are not eligible for bonuses, pension benefits, share options, long term incentive schemes or other
benefits.
• Directors are entitled to re-imbursement of out-of-pocket expenses incurred in connection with the performance
of their duties, including travel expenses.
• The Company indemnifies its Directors for all costs, charges, losses, expenses and liabilities which may be incurred
in the discharge of their duties as a Director of the Company.
DIRECTORS’ REMUNERATION REPORT
DIRECTORS’ REMUNERATION REPORT
31 Dec 2024
(£)
31 Dec 2023
(£)
Chairman
40,000 40,000
Chairman of Audit Committee
40,000 40,000
Director
35,000 35,000
45
PERFORMANCE AND SERVICE CONTRACTS
• The Directors’ remuneration is not subject to any performance-related fee.
• No Director has a service contract.
• Although John Herring, Andrew Pegge and Simeon Goddard are linked to large shareholders of the Company, no
Director had an interest in any contracts with the Company during the period or subsequently.
• The terms of appointment provide that a Director may be removed subject to three months’ notice.
• Compensation will not be due upon leaving office.
• No Director is entitled to any other monetary payment or to any assets of the Company.
Directors’ and Officers’ liability insurance cover is maintained by the Company on behalf of the Directors. Under the
Articles, the Company indemnifies each of the Directors out of the assets of the Company against any liability incurred
by them as a Director in defending proceedings or in connection with any application to the Court in which relief is
granted and separate deeds of indemnity exist in this regard between the Company and each Director.
IMPLEMENTATION REPORT
Directors’ Fees
In May 2024 the Nomination Committee reviewed the Directors’ fees and agreed that no changes were required for the
financial year ended 31 December 2024 but will keep this under review. There are no further fees to disclose as the
Company has no direct employees or executive directors.
The total fees paid to, and received by, the Directors for the financial years to 31 December 2024 and 31 December
2023 are shown below.
* Peter Cornell and Colin Kingsnorth both resigned as directors of the Company on 18 June 2024
** Simeon Goddard was appointed as a director of the Company on 9 August 2024 and has waived his right to receive a
directors’ fee.
Sums Paid to Third Parties
No fees were paid to third parties for services as non-executive Directors.
DIRECTORS’ REMUNERATION REPORT
Director 2024
£
2024
US$
2023
£
2023
US$
John Herring
40,000 51,211
40,000 50,988
Keith Corbin
35,000 44,810
35,000
44,614
Peter Cornell*
16,346
20,585 35,000
44,614
Trevor Bowen
40,000
51,211
40,000 50,988
Colin Kingsnorth*
16,346
20,585 35,000
44,614
Jemma Freeman
35,000
44,810
35,000
44,614
Andrew Pegge
35,000
44,810 7,228
9,214
Simeon Goddard**
- - - -
Total
217,692
278,022
227,228 289,646
46
Directors’ Interests in the Company
The Directors are not required to have a shareholding in the Company. The Directors’ interests in contractual
arrangements with the Company are as shown in note 16 to the financial statements. The Directors and their
respective interests (including connected persons) at the respective year ends are shown in the table below.
1 Peter Cornell and Colin Kingsnorth resigned as directors of the Company on 18 June 2024. Simeon Goddard was appointed
as a director of the Company on 9 August 2024.
2 At 31 December 2024 Andrew Pegge is a director and shareholder of POP Investments Limited.POP holds 13,881,374
shares.
The above interests are unchanged at 15 April 2025, being the nearest practicable date prior to the signing of this
Report.
ANNUAL STATEMENT
On behalf of the Board, I confirm that the above Report on Remuneration Policy and Remuneration Implementation
summarises, as applicable, for the year ended 31 December 2024:
• the major decisions on Directors’ remuneration;
• any substantial changes relating to Directors’ remuneration made during the year; and
• the context in which the changes occurred and in which decisions have been taken.
For and on behalf of the Board,
Keith Corbin
Director
28 April 2025
Director 31 December 2024
Ordinary Shares
31 December 2023
Ordinary Shares
John Herring
40,000 40,000
Keith Corbin - -
Peter Cornell
1
100,000 100,000
Trevor Bowen
43,600 43,600
Colin Kingsnorth
1
13,799,197 13,799,197
Jemma Freeman
- -
Andrew Pegge
2
13,881,374 13,881,374
Simeon Goddard
1
-
n/a
DIRECTORS’ REMUNERATION REPORT
47
COMMITTEE COMPOSITION
The Audit Committee (the “Committee”) presents its report for the year ended 31 December 2024.
The Committee is comprised of Trevor Bowen as Chairman, Keith Corbin and Jemma Freeman.
The Committee have satisfied themselves that at least one of the Committee’s members has recent and relevant
financial experience. Trevor Bowen is a Chartered Accountant and previously spent 11 years as a partner at KPMG and
has recent and relevant financial experience. The Committee is also considered, as a whole, to have competence
relevant to this sector. The Committee continues to consider that the Company does not require an internal audit
function of its own as it delegates its day-to-day operations to third parties from whom it receives regular internal
controls reports.
FUNCTIONS OF THE COMMITTEE
The principal function of the Committee is to assist the Board in relation to the reporting of financial information, and
to ensure that the internal control procedures are robust and that risk management processes are appropriate.
The Committee has defined terms of reference which will be reviewed and re-assessed for their adequacy on an
annual basis. Copies of the terms of reference are published on the Company’s website.
The Committee’s main audit review functions are:
• to monitor the integrity of the financial statements of the Company, including its annual and half-yearly reports
and any other formal announcement relating to its financial performance, reviewing significant financial reporting
issues and judgements which they contain;
• to review the content of the annual financial report and advise the Board on whether, taken as a whole, it is fair,
balanced and understandable and provides the information necessary for shareholders to assess the Company’s
position and performance, business model and strategy;
• to review the adequacy and effectiveness of the Company’s internal financial controls and risk management
systems, for example including the risks of misappropriation or loss of assets, of misstatement of accounting
records or of non-compliance with accounting standards, and monitor the proposed implementation of such
controls;
• to review the Company’s procedures for detecting fraud, the systems and controls in place for prevention of
bribery, the adequacy of the Company’s anti-money laundering systems and controls and the Company’s
compliance function;
• to monitor and review whether an internal audit function is required;
• to oversee the relationship with the external auditor and review the effectiveness of the external audit process,
including the remuneration of the auditor as well as their independence and any non-audit services provided by
them. The Committee will monitor the performance of the auditor with the aim of ensuring a high quality and
effective audit;
• to develop and implement policy on the engagement of the auditor to supply non-audit services. (During the year
under review and subsequent to the completion of the 2023 audit, the auditor was paid fees for non-audit services
provided to CEIBA Tourism B.V., a subsidiary of the Company, in relation to its 2023 financial information. The fees
for these services were not significant, and the engagement team did not express any assurance regarding the
review of financial information. Therefore, the independence of the auditor was not compromised);
• to make recommendations to the Board, to be put to shareholders for approval in general meeting, in relation to
the appointment, re-appointment and removal of the Company’s external auditor;
• to develop and oversee the selection process for new external auditors and if an external auditor resigns,
investigate the issues leading to this and decide whether any action is required; and
• to ensure that at least once every ten years the audit services contract is put out to tender to enable the
Committee to compare the quality and effectiveness of the services provided by the incumbent auditor with those
of other audit firms and, in respect of such tender, oversee the selection process and ensure that all tendering
firms have such access as is necessary to information and individuals during the tendering process.
REPORT OF THE AUDIT COMMITTEE
REPORT OF THE AUDIT COMMITTEE
48
FREQUENCY OF MEETINGS DURING THE YEAR
The Committee meets at least twice a year at appropriate times in the Company’s reporting and audit cycle and
otherwise as required.
ACTIVITIES DURING THE YEAR
The Committee met four times during the last year and reported to the Board on its activities and on matters of
particular relevance to the Board.
The Committee also undertook a review of the Company’s Auditor during the year. More details on this are set out in
the Tenure of the Auditor section.
The Committee also assisted the Board in carrying out its responsibilities in relation to financial reporting
requirements.
REVIEW OF INTERNAL CONTROL SYSTEMS AND RISK
At its meeting on 16 April 2024, the Committee reviewed the internal control systems and considered the Company’s
principal and emerging risks. The Committee considers internal control systems and a matrix of risks at each of its
meetings.
FINANCIAL STATEMENTS AND SIGNIFICANT ISSUES
During its review of the Company’s financial statements for the year ended 31 December 2024, the Committee
considered the following significant issues, including, in particular, those communicated by the Auditor as key areas of
audit emphasis during their planning and reporting of the year end audit.
Investment Entity Designation
Until 31 December 2023, the Company always adopted the accounting standards set out under IFRS 10 for regular
“operating companies”, rather than the special rules established for “investment entities”. The principal justification for
this treatment lay in the fact that the Company owned a single operating subsidiary, GrandSlam, which operated a
travel agency, providing income from Cuban related tourism products and services, and was accounted for in the
consolidated financial statements of the Company as an operating company and not an equity investment. The
business purpose of an investment entity is to invest funds solely for returns from capital appreciation, investment
income, or both. With the consolidation of GrandSlam, the Company did not meet this criterion and was therefore not
considered an investment entity.
On 2 January 2024, it was formally resolved by the Board of Directors of GrandSlam that it would cease operations and
apply for a voluntary strike off to remove GrandSlam from the register of Guernsey companies. GrandSlam was
dissolved on 2 December 2024.
As a result of the dissolution of GrandSlam, the Company reassessed its investment entity status. It concluded that,
effective from 2 January 2024 (the date GrandSlam ceased operations), the Company meets the IFRS 10 definition of an
investment entity. As such, the Company has utilized the consolidation exemption by applying its investment entity
status under IFRS 10. Consequently, subsidiary investments are now recognized as financial assets measured at fair
value through profit or loss. The assessment of the change to an investment entity designation, which is considered a
key risk, was reviewed by the Audit Committee.
Valuation of Loans and Lending Facilities
Following the completion of the construction of the Trinidad Hotel and the liquidation of GrandSlam, CEIBA’s business
model changed. The Company is now focused on managing its financial assets on a fair value basis, to generate returns
through changes in fair value rather than through the collection of contractual cash flows. In accordance with this
revised business model, and consistent with the classification requirements under IFRS 9 - Financial Instruments, the
Company reclassified its loans and lending facilities from amortised cost to fair value through profit or loss (“FVTPL”).
The Board determines the fair value of these financial assets using a discounted cash flow model. This model estimates
the present value of expected future cash flows using a market-based discount rate reflective of each instrument's
underlying risk profile.
Given the level of judgment involved, particularly in the selection of discount rates and estimation of cash flows, the fair
value measurement was identified as a significant area of estimation uncertainty. The Audit Committee reviewed the
valuation methodology and underlying assumptions, including the rationale for the change in business model and the
discount rates applied to the discounted cash flow model. In forming its view of the discount rates applied, the
Committee considered the interest rate of the Company’s Convertible Bonds, market data related to Cuba, external
valuation inputs where applicable, and sensitivity analyses provided by management. The Committee was satisfied that
the valuation approach, including the discount rates used, was appropriate and compliant with the relevant IFRS
requirements.
REPORT OF THE AUDIT COMMITTEE
49
Valuation of Underlying Equity Investments
The change in fair value of the underlying equity investments in the Cuban joint venture companies is the most
significant component of the change in fair value of the Company’s subsidiary, CPC, which is accounted for as a
financial asset in the Statement of Financial Position. Movements in the fair value of CPC are recorded at FVTPL. The
valuations of the underlying Cuban joint venture companies require significant judgments and estimates to be made.
This is a key risk that requires the attention of the Audit Committee.
The fair values of the underlying equity investments are determined by the Board primarily based on the valuation
reports prepared by Arlington Consulting – Consultadoria Imobiliaria Limitada, trading as “Abacus”, and subsequently
reviewed in detail and challenged by the Audit Committee. The valuation reports were prepared in accordance with
RICS Valuation – Global Standards 2022 and are reviewed by the Committee on a six-month basis and by the Auditor
annually.
In determining the fair value of each equity investment, the Directors, with assistance from the Executives, may also
take into account additional relevant information that impacts the fair value of the relevant joint venture company that
has not been considered in the valuation report of the underlying property of the joint venture. One such fair value
consideration is cash held by the joint venture in excess of its working capital needs (“Excess Cash”). As the valuation
of the underlying property only assumes a level of working capital to allow for day-to-day operations of the property,
the existence of any Excess Cash needs to be included as an additional component of the fair value of the joint venture
company. To determine the amount of Excess Cash, the Directors, with assistance from the Executives estimate the
amount of cash required by the property for working capital needs and deduct this amount from the cash and cash
equivalents held by the joint venture. The above estimates are also reviewed by the Audit Committee.
Audit Qualification Concerning Fair Value of Equity Investments in Prior Year
During the current year reporting process an error was identified in the discounted cash flow models (the “DCFs”) used
to determine the fair value of the equity investments at 31 December 2023. In the DCFs, when calculating the terminal
values of the properties, an additional year’s income was included in the terminal period which was mathematically
incorrect. The error would have resulted in a US$3.1 million reduction in the NAV attributable to the shareholders of
the Company at 31 December 2023. As this amount represents less than 2% of the NAV at 31 December 2023, the
Directors are of the view that the Consolidated Financial Statements at that date continue to reflect the value of the
underlying net assets appropriately. Accordingly, they have decided not to restate the prior year’s figures in the current
year’s financial statements.
This decision takes into account the fact that the 31 December 2023 financial statement numbers are not directly
comparable to the current year’s financial statements due to the Company’s transition to an investment entity.
Additionally, restating the prior year’s financial statement numbers would add complexity, and the Directors remain
confident that, despite the identified error, the reported fair values of the equity investments at 31 December 2023
remain reasonable and appropriate.
Consideration and Approval of Principal Risks & Uncertainties
The Audit Committee considered, in detail, the principal risks & uncertainties, and emerging risks, facing the Company,
particularly considering the volatility impacting the economy and tourism industry in Cuba, as well as the ongoing U.S.
sanctions. The Audit Committee considered emerging risks relating to the Cuban financial system, public health risk,
risks relating to the Company and its investment strategy, portfolio and operational risks, risks relating to investment in
Cuba and the U.S. Embargo and risks relating to regulatory and tax framework, and the disclosure of these risks in the
annual report. The output from the risk assessment is set out in the Principal Risks & Uncertainties section on pages
11 to 17. The Committee reviews the matrix of risks at each committee meeting.
REVIEW OF ANNUAL REPORT AND FINANCIAL STATEMENTS
The Committee is responsible for the preparation of the Company’s annual report. The process is extensive, requiring
input from a number of different third-party service providers. The Committee reports to the Board on whether, taken
as a whole, the annual report and financial statements are fair, balanced, and understandable. In so doing, the
Committee has considered the following matters:
• the existence of a comprehensive control framework surrounding the production of the annual report and financial
statements which includes several different checking processes;
• the existence of extensive levels of reviews as part of the production process involving the Executives, the
Administrator, the Company Secretary and the auditor as well as the Committee’s own expertise;
• the controls in place within the various third-party service providers to ensure the completeness and accuracy of the
financial records and the security of the Company’s assets.
The Committee has reviewed the annual report and the work undertaken by the third-party service providers and is
satisfied that, taken as a whole, the annual report and financial statements are fair, balanced, and understandable. In
reaching this conclusion, the Committee has assumed that the reader of the annual report would have a reasonable level
REPORT OF THE AUDIT COMMITTEE
50
of knowledge of the investment industry in general. The Committee has reported its findings to the Board which in turn
has made its own statement in this regard in the Directors’ Responsibility Statement on page 51.
REVIEW OF AUDITOR
The Committee has reviewed the effectiveness of the auditor including:
• Independence: the Committee ensures that there is a discussion with the auditor, at least annually, in regard to
the steps it takes to ensure its independence and objectivity and to make the Committee aware of any potential
issues, explaining all relevant safeguards;
• Quality of audit work: (i) the ability to resolve issues in a timely manner – the Committee is confident that
identified issues are satisfactorily and promptly resolved; (ii) its communications/presentation of outputs – the
Committee is satisfied that the explanation of the audit plan, any deviations from it and the subsequent audit
findings are comprehensive and comprehensible; and (iii) working relationship with management – the Committee
is satisfied that the auditor has a constructive working relationship with the Executives and Administrator; and,
• Quality of people and service including continuity and succession plans: the Committee is satisfied that the audit
team is made up of sufficient, suitably experienced staff with provision made for knowledge of the investment
trust sector and retention on rotation of the partner.
TENURE OF THE AUDITOR
Grant Thornton Limited has been the Company’s external auditor since 3 December 2019 and its appointment has
been approved by shareholders each year, the last time being at the Annual General Meeting on 18 June 2024. The
current audit partner has been in place since 3 December 2019.
The Audit Committee performed a review of the external audit processes provided by the Auditor during the last year
and can confirm that they are satisfied that Grant Thornton Limited is a suitable independent Auditor and therefore
supports the recommendation to the Board that the re-appointment of Grant Thornton Limited be put to shareholders
for approval at the Annual General Meeting. The Committee is mindful of the EU audit legislation which requires the
rotation of long-serving auditors. The Company will be required to put its audit contract out to tender again by no later
than 2029.
ACCOUNTABILITY AND AUDIT
Each member of the Committee confirms that, so far as they are aware, there is no relevant audit information of which
the Company’s Auditor is unaware, and that they have taken all the steps that they ought to have taken as a Director in
order to make themselves aware of any relevant audit information and to establish that the Company’s Auditor is
aware of that information. Additionally, there are no important events since the period end other than as disclosed in
the notes to the financial statements.
The Committee has reviewed the level of non-audit services provided by the Company’s Auditor during the year and
remains satisfied that the Auditor’s objectivity and independence is being safeguarded.
Trevor Bowen
Audit Committee Chairman
28 April 2025
REPORT OF THE AUDIT COMMITTEE
51
The Directors are responsible for preparing the annual report and financial statements, in accordance with applicable
law and regulations.
The Companies (Guernsey) Law, 2008, as amended (the “Law”) requires the Directors to prepare financial statements
for each financial year. Under the Law, the Directors have elected to prepare the financial statements in accordance
with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). Under the Law,
the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
• prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company
will continue in business; and
• state whether all applicable IFRS standards have been followed, subject to any material departures disclosed and
explained in the financial statements.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the
Company’s transactions and which disclose with reasonable accuracy at any time the financial position of the Company
and enable them to ensure that its financial statements comply with the Law. They are also responsible for taking such
steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and
other irregularities.
The Directors listed on page 34 to 36, being the persons responsible, hereby confirm to the best of their knowledge
that:
• the Financial Statements, prepared in accordance with the applicable accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or loss of the Company;
• in the opinion of the Directors, the annual report and financial statements taken as a whole, is fair, balanced and
understandable and it provides the information necessary to assess the Company’s position and performance,
business model and strategy;
• the General Information section and Directors’ Report include a fair review of the development and performance
of the business and the position of the Company, and the Principal Risks section provides a description of the
principal risks and uncertainties that they face;
• so far as each director is aware, there is no relevant audit information of which the Company’s auditor is unaware;
and
• the directors have taken all the steps that they ought to have taken as directors in order to make themselves
aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
For CEIBA Investments Limited
Keith Corbin
28 April 2025
STATEMENT OF DIRECTORS' RESPONSIBILITIES
STATEMENT OF DIRECTORS' RESPONSIBILITIES
52
Qualified Opinion
We have audited the financial statements of CEIBA Investments Limited (the “Company”) for the year ended 31
December 2024, which comprise the Statement of Financial Position, the Statement of Comprehensive Income, the
Statement of Cash Flows, the Statement of Changes in Equity for the year then ended, and Notes to the financial
statements, including material accounting policy information.
In our opinion, except for the effects of the matter described in the Basis for qualified opinion section, the financial
statements:
• give a true and fair view of the financial position of the Company as at 31 December 2024, and of its financial
performance and its cashflows for the year then ended;
• are in accordance with IFRS Accounting Standards (“IFRSs”) as issued by the International Accounting Standards
Board (“IASB”); and
• comply with the Companies (Guernsey) Law, 2008.
Basis for qualified opinion
The Company’s Equity Investments in the 31 December 2023 consolidated Statement of Financial Position include an
amount of $116,902,437 relating to the fair values of the Miramar and TosCuba hotels. As discussed in Note 9 to the
financial statements, during the current year, errors were identified in the discounted cash flow valuation models
regarding the terminal value of the above-mentioned hotels. These errors are material to the financial statements, not
correcting them constitutes a departure from IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
The financial assets at fair value through profit or loss in the 31 December 2024 financial statements were adjusted for
the terminal value error identified in the discounted cash flow model. The Board of Directors have decided not to
adjust for these errors in the comparative information in the current year financial statements and caused us to qualify
our audit opinion on the financial statements relating to that year and the brought forward balances in 2024. In the 31
December 2023 consolidated financial statements, had management corrected the terminal value errors in the
discounted cash flow valuation models, this would reduce the 2023 Equity Investments fair value and total Retained
Earnings by $4,566,173 and in turn, reduce the Non-Controlling Interest by $1,498,175. In the 31 December 2024
financial statements, accordingly, the net loss in fair value of financial assets at fair value through profit or loss would
reduce by $3,067,998.
We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our
responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the
financial statements’ section of our report. We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in Guernsey, as required by the Crown
Dependencies’ Audit Rules and Guidance. We have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our qualified opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
In addition to the matter described in the Basis for qualified opinion section, we have determined the matters
described below to be the key audit matters to be communicated in our report.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF CEIBA INVESTMENTS LIMITED
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CEIBA INVESTMENTS LIMITED
The key audit matter (“KAM”) How the matter was addressed in our audit
KAM 1 - Investment entity designation
Due to the liquidation of GrandSlam Limited (effective
from 2 January 2024), the Company has applied the
exemption in consolidation by using its investment entity
status as permitted by IFRS 10 – ‘Consolidated financial
statements’. Due to adoption of the exemption, the
underlying investments held by its direct subsidiary,
CEIBA Property Corporation Limited (“CPC”), are now
recorded as financial assets at fair value through profit or
loss.
There is a risk that the application of the investment
entity designation is incorrect.
Our audit work included, but was not limited to the
following:
• Reviewed and evaluated, against the requirements
of IFRS 10, management’s assessment of the
transition from being unable to apply the investment
entity designation to now qualifying for it, thereby
becoming exempt from consolidation;
• Determined the date of change in status and
assessed whether:
– Assets and liabilities in the consolidated
financial statements had been derecognised;
53
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CEIBA INVESTMENTS LIMITED
The key audit matter (“KAM”) (continued) How the matter was addressed in our audit (continued)
The decision to designate the company as an investment
entity was identified as a key audit matter due to
significant risk of material misstatement due to error,
requiring substantial audit attention, effort and
resources.
Refer to the Report of the Audit Committee (pages 47-
50); Accounting policies on pages 66-72, Note 2.3, Use of
estimates and judgements, Note 2.4, Assessment of
investment entity status, and Note 4, Transition to
investment entity status, to the Financial Statements to
get more information about the investment entity
designation.
KAM 2 - Valuation of Financial assets at fair value
through profit or loss (FVTPL) – Equity investments
The account forms part of the financial assets at fair value
through profit or loss (FVTPL) of $124,487,606 as disclosed
on the face of the statement of financial position. As at 31
December 2024 the fair value of the underlying equity
investments amounted to $140,165,695 (note 8).
The balance is presented as Equity investments in the prior
year consolidated financial statements and amounted to
$164,763,693 (note 9). The prior year consolidated numbers
may not be comparable to the stand-alone numbers as at
31 December 2024.
Following the transition to an investment entity, the
Company now records the underlying investments held
by CPC at fair value with substantially all assets required
to be measured at fair value in line with the
requirements of IFRS 10 – ‘Consolidated financial
statements’. The majority of the subsidiary’s financial
assets are equity investments in Cuban joint ventures.
The Company’s financial assets are measured at FVTPL
for which the key driver is the fair value of the underlying
real estate assets and excess cash of the joint ventures.
The fair value of the underlying equity investments is
determined using a valuation methodology which
involves a high degree of management judgment and
estimates.
– Fair value of financial assets at FVTPL had been
appropriately and reasonably recognised (Refer
to KAM 2);
– The gain or loss arising from the difference
between the total fair value of CPC, accounted
for as a financial asset held at FVTPL, and the
carrying value of the previously recognized
assets and liabilities (net of non-controlling
interests) was accurately recorded; and
– Amounts recognised in other comprehensive
income, where required, had been reclassified
accordingly.
• Evaluated whether the disclosures regarding the
Company’s transition to an investment entity are
complete, appropriate, and compliant with the
requirements of IFRS 10 – Consolidated Financial
statements.
Our result
Based on our work performed, we did not identify any
material misstatements on the investment entity
designation. The assumptions and estimates used were
reasonable in the circumstance and the Company’s
disclosures were adequate.
Our audit work included, but was not limited to the
following:
• Updated our understanding of the valuation
processes, policies and methodologies and controls
in relation to the valuation and measurement of
underlying equity investments by inquiring with
management and performing walkthrough tests to
assess the design and implementation of key
controls;
• Obtained a copy of the underlying Cuban real estate
asset valuation reports prepared by the Company’s
independent valuation expert and confirmed that
the report was checked by management through
our inspection of board minutes;
• Assessed the independence, competence, and
objectivity of the Company’s independent valuation
expert;
• Reviewed the valuation reports and obtained
corroborating evidence to support the inputs used
through inquiry with management and their expert;
• Independently verified key inputs for the Discounted
Cash flow (“DCF”) calculations that do not require
our real estate valuation expert’s involvement by
aligning with available Cuban market data, audited
financials, and external sources to challenge
management’s valuation;
54
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CEIBA INVESTMENTS LIMITED
The key audit matter (“KAM”) (continued) How the matter was addressed in our audit (continued)
There is a risk that the fair value of the underlying equity
investments may be materially misstated as the
valuation of the underlying Cuban real estate assets has
been prepared during a period of extreme economic and
social uncertainty in Cuba (i.e., ongoing U.S. sanctions,
Cuba’s continued designation as a State Sponsor of
Terrorism, liquidity challenges, significant devaluation of
the Cuban Peso, unpredictability and limited success of
monetary reforms and Cuba’s persistent difficulties in
meeting its financial obligations and making international
payments). All the above factors added complexity in
valuing the underlying Cuban real estate assets.
As a result of the above, there is a risk that the fair value
of the underlying equity investments may be materially
misstated due to the use of incorrect or inappropriate
judgments, estimates and assumptions in determining
the fair value of the underlying Cuban real estate assets
that could have a significant impact on the Group’s net
asset value and net income, which are key performance
indicators used by management and on the actual return
generated for the shareholders.
The fair value of the underlying equity investments is
assessed to be a key audit matter as this is one of the
areas with most significant assessed risk of material
misstatement due fraud and error requiring significant
audit attention, effort and resources.
Refer to the Report of the Audit Committee (pages 47-
50); Accounting policies on pages 66-72, Note 2.3, Use of
estimates and judgements, Note 8, Financial assets at fair
value through profit or loss, and Note 9, Equity
investments, to the Financial Statements about the
underlying equity investments that form part of the
financial assets at FVTPL.
• Assessed the reasonableness of the excess cash
calculation by verifying the balances to audited
financial statements, bank confirmations and other
supporting documents (including bank statements
and dividend arrangement approvals);
• Engaged our real estate valuation expert to perform
the below procedures:
– Held discussions with CEIBA management and
the Company’s independent valuation expert to
obtain an understanding of the significant
inputs and assumptions (e.g. average room
rates, discount rates, occupancy rates, growth
rates, capex rates, inflation rates and other
market related inputs) applied to the valuations
considering the economic climate when the
valuation was prepared;
– Inspected and assessed the valuation reports,
the methodology and associated cash flow
statements and determined if the significant
inputs and assumptions, as mentioned above,
used in the valuations are reasonable and that
the fair value of the underlying real estate
assets had been appropriately calculated;
– Assessed and corroborated management’s
valuation by deriving a mark to market
valuation based on inputs for comparable real
estate assets; and
– Assessed whether the fair values of the
underlying Cuban real estate assets are deemed
satisfactory in accordance with the Royal
Institution of Chartered Surveyors (RICS)
Valuation Global Standards 2022 based on their
knowledge and experience and the result of
their independent evaluation of the valuation;
• Performed a sensitivity analysis on the inputs (i.e.,
discount rate, occupancy rates, rental daily rates and
excess cash) used in the valuation to understand the
impact on the fair value of the underlying equity
investments;
• Evaluated the reasonableness of the relevant
valuation disclosures and notes to the financial
statements, including the adequacy of the required
disclosures (i.e., summarised financial information);
• Examined management’s assessment for measuring
the underlying equity investments at fair value in
accordance with the exception for venture capital
entities under International Accounting Standard 28
(IAS 28) – ‘Investments in Associates and Joint
Ventures’;
• Evaluated whether the fair value disclosures in the
financial statements are appropriate, complete and
in accordance with the requirements of IFRS 13 –
‘Fair value measurement’; and
• Lastly, assessed whether fair value disclosures in
relation to becoming an investment entity is
complete, appropriate and in accordance with the
requirements of IFRS 10 – ‘Consolidated financial
statements’.
55
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CEIBA INVESTMENTS LIMITED
The key audit matter (“KAM”) (continued) How the matter was addressed in our audit (continued)
KAM 3 - Valuation of Loans and lending facilities and
the underlying loans that form part of the financial
assets at FVTPL
Currently, the loans and lending facilities solely referring to
the Company’s standalone balance of $33,685,551 (note 7).
Portion of the loans belonging to the underlying subsidiary
amounting to $13,948,892 (note 8) is now separately
recognized as part of the financial assets at FVTPL as
disclosed on the statement of financial position.
The balance was presented as Loans and lending facilities in
the prior year consolidated financial statements amounted
to $64,127,673. The prior year consolidated numbers may
not be comparable to the stand-alone numbers of 31
December 2024.
Following the transition to an investment entity, the
Company now records the underlying investments held
by CPC at fair value with substantially all assets required
to be measured at FVTPL in line with the requirements of
IFRS 10 – ‘Consolidated Financial Statements’. The
subsidiary's NAV includes loans that were previously
recognized at amortized cost. In accordance with the
revised business model, and alignment with the
classification requirements under IFRS 9 - 'Financial
Instruments', the underlying loans are now recorded at
fair value through profit or loss.
The fair value of the loans and lending facilities and the
underlying loans that form part of the financial assets at
FVTPL may be misstated due to the use of incorrect
assumptions and inputs in the valuation.
The fair value of the loans and lending facilities and the
underlying loans that form part of the financial assets at
FVTPL were assessed be a key audit matter as these are
areas with most significant assessed risks of material
misstatement due to fraud and error requiring significant
audit attention, effort and resources.
Refer to the Report of the Audit Committee (pages 47-
50); Accounting policies in pages 66-72, Note 2.3, Use of
estimates and judgements, Note 7, Loans and lending
facilities, and Note 8, Financial assets at fair value
through profit or loss , Equity investments, to the
Financial Statements to get more information about the
loans and lending facilities and the underlying loans that
form part of the financial assets at FVTPL.
Our result
Based on our work performed, we identified material
misstatements on the valuation of the Financial assets at
fair value through profit or loss (FVTPL) – Equity
investments. The 31 December 2024 financial statements
were adjusted for the terminal value error identified in
the discounted cash flow model but the comparative
financial information was not adjusted which forms the
basis of the qualification of our audit opinion.
Our audit work included, but was not limited to the
following:
• Obtained an understanding of the processes,
policies, methodologies, and controls in relation to
the valuation and measurement of loans by
inquiring with management and performed
walkthrough tests to assess the design and
implementation of key controls;
• Agreed the contractual terms, such as the coupon rate
and repayment terms, to supporting loan agreements;
• Obtained confirmation of the balances to ascertain
the existence of these loans;
• Inspected the loan valuation assessment prepared
by management to determine whether the data
used are appropriate and relevant in line with the
business model and IFRS 10 requirements;
• Held discussions with management to evaluate
whether the value of the loans is reasonably stated,
challenging the assumptions made by management;
• Compared our calculation based on the contractual
terms to actual cash received and evaluated
management’s assessment to determine whether
there have been specific credit events that would
impact the value of the loans;
• Held discussions with management to obtain an
understanding of the significant inputs (e.g.,
contractual cash flows, timing) and assumptions (e.g.
discount rate) applied to the calculation;
• Tested and challenged the reasonableness of the
assumptions by obtaining supporting documents
(e.g., cash flows, agreements, contracts and discount
rate analysis);
• Evaluated whether the fair value disclosures in the
financial statements are appropriate, complete and
in accordance with the requirements of IFRS 13 –
‘Fair value measurement’; and
• Lastly, assessed whether fair value disclosures in
relation to becoming an investment entity is
complete, appropriate and in line with IFRS 10 –
‘Consolidated financial statements’.
Our result
Based on our work performed, we did not identify any
material misstatements on the valuation of loans and
lending facilities and the underlying loans that form part
of the financial assets at FVTPL. The assumptions and
estimates used were reasonable in the circumstance and
the Company’s disclosures were adequate.
56
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CEIBA INVESTMENTS LIMITED
Other information in the Annual Report
The directors are responsible for the other information. The other information comprises the information included in
the Annual Report but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities set out on page 51, the Directors are responsible
for the preparation of the financial statements which give a true and fair view in accordance with IFRSs as issued by the
IASB, and for such internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Directors.
• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
57
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CEIBA INVESTMENTS LIMITED
From the matters communicated with the directors, we determine those matters that were of most significance in the
audit of the financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
The engagement partner on the audit resulting in this independent auditor’s report is Cyril Swale.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with section 262 of the Companies
(Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Matters on which we are required to report by exception
Except for the matter described in the Basis for qualified opinion section of our report, we have nothing to report in
respect of the following matters in relation to which the Companies (Guernsey) Law, 2008 requires us to report to you
if, in our opinion:
• proper accounting records have not been kept by the Company; or
• the Company’s financial statements are not in agreement with the accounting records; or
• we have not obtained all the information and explanations, which to the best of our knowledge and belief, are
necessary for the purposes of our audit.
Cyril Swale
For and on behalf of Grant Thornton Limited
Chartered Accountants
St Peter Port
Guernsey
Date: 29 April 2025
58
STATEMENT OF FINANCIAL POSITION
STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
Company
31 Dec 2024
1
Consolidated
31 Dec 2023
2
Note
US$ US$
Assets
Current assets
Cash and cash equivalents
5
465,008
6,498,762
Accounts receivable and accrued income
6
4,430 5,394,621
Loans and lending facilities
7
3,459,722
16,567,946
Total current assets
3,929,160
28,461,329
Non-current assets
Accounts receivable and accrued income
6
792,416 4,905,510
Loans and lending facilities
7
30,225,829
47,559,727
Financial assets at fair value through profit or loss
8
124,487,606
-
Equity investments
9
-
164,736,693
Investment in associate
10
-
206,259
Property, plant and equipment
-
578,147
Total non-current assets
155,505,851
217,986,336
Total assets
159,435,011
246,447,665
Liabilities
Current liabilities
Accounts payable and accrued expenses
11
989,695
4,618,646
Short-term borrowings
12
-
6,072,548
Convertible bonds
13
- -
Total current liabilities
989,695
10,691,194
Non-current liabilities
Convertible bonds
13
25,972,500 27,625,000
Accounts payable and accrued expenses
11
2,503,950
1,259,826
Total non-current liabilities
28,476,450
28,884,826
Total liabilities
29,466,145
39,576,020
Equity
Stated capital
14
106,638,023 106,638,023
Revaluation surplus
-
319,699
Retained earnings
23,330,843
46,676,238
Accumulated other comprehensive income
-
4,885,589
Equity attributable to the shareholders of the Company
129,968,866
158,519,549
Non-controlling interest
-
48,352,096
Total equity
129,968,866
206,871,645
Total liabilities and equity
159,435,011
246,447,665
NAV
14
129,968,866 158,519,549
NAV per share
14
0.94
1.15
1 Stand-alone entity accounts of the Company following transition to an IFRS 10 investment entity (see note 4).
2 Consolidated accounts of the Company and its subsidiaries, prior to transition to an IFRS 10 investment entity (see note 4).
The prior year consolidated numbers may not be comparable to the stand-alone numbers of 31 December 2024.
See accompanying notes 1 to 23, which are an integral part of these financial statements. These Audited Financial
Statements on pages 58 to 61 were approved by the Board of Directors and authorised for issue on 28 April 2025. They
were signed on the Company’s behalf;
Keith Corbin, Director
59
STATEMENT OF COMPREHENSIVE INCOME
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
Company
31 Dec 2024
1
Consolidated
31 Dec 2023
2
Note
US$ US$
Income
Dividend income
8
-
8,532,677
Interest income
951,602
4,516,731
Other income
-
586,598
Travel agency commissions
-
9,903
Reversal of expected credit losses
6
-
17,022,028
Foreign exchange gain
1,608,956
-
Share of income of associate
10
-
92,752
2,560,558 30,760,689
Expenses
Net loss in fair value of financial assets at fair value through profit or loss
8
(16,118,912)
-
Net loss in fair value of loans and lending facilities
at fair value through profit or loss
7
(10,811,357)
-
Foreign exchange loss
-
(64,522)
Interest expense on bonds
13
(2,692,170) (2,952,587)
Loss on change in fair value of equity investments
9
-
(7,528,953)
Expected credit losses
7
-
(312,623)
Management fees
-
(543,391)
Other staff costs
(279,657) (686,048)
Travel
-
(137,119)
Operational costs
(186,141) (297,123)
Legal and professional fees
(109,464)
(1,179,806)
Administration fees and expenses
(307,603) (313,742)
Audit fees
22
(232,083) (314,054)
Miscellaneous expenses
(79,930) (355,804)
Directors’ fees and expenses
16
(293,924) (338,742)
Depreciation
-
(23,156)
(31,111,241)
(15,047,670)
Net (loss) / profit before taxation
(28,550,683)
15,713,019
Income taxes
3.6
- -
Net (loss) / profit for the year
(28,550,683)
15,713,019
Other comprehensive profit
to be reclassified to profit or loss in subsequent periods
Profit on exchange differences of translation of foreign operations
-
3,512,691
Total comprehensive (loss) / profit
(28,550,683)
19,225,710
Net (loss) / profit for the year attributable to:
Shareholders of the Company
(28,550,683)
14,157,795
Non-controlling interest
-
1,555,224
Total comprehensive (loss) / profit attributable to:
Shareholders of the Company
(28,550,683)
16,441,044
Non-controlling interest
-
2,784,666
Basic and diluted (loss) / profit per share
17
(0.21)
0.10
1 Stand-alone entity accounts of the Company following transition to an IFRS 10 investment entity (see note 4).
2 Consolidated accounts of the Company and its subsidiaries, prior to transition to an IFRS 10 investment entity (see note 4).
The prior year consolidated numbers may not be comparable to the stand-alone numbers of 31 December 2024.
All items in the above statement derive from continuing operations. See accompanying notes 1 to 23, which are an integral
part of these financial statements.
60
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS
For the year ended 31 December 2024
Company
31 Dec 2024
1
Consolidated
31 Dec 2023
2
Note
US$ US$
Operating activities
Net (loss) / profit for the year
(28,550,683)
15,713,019
Items not affecting cash:
Depreciation
-
23,156
Expected credit losses
6
-
312,623
Change in fair value of financial assets at fair value through profit or loss
8
16,118,912
-
Change in loan and lending facilities at fair value through profit or loss
7
10,811,357
-
Change in fair value of equity investments
9
-
7,528,953
Share of income of associate
10
-
(92,752)
Dividend income
-
(8,532,677)
Interest income
7
(951,602) (4,516,731)
Other income
-
(586,598)
Reversal of expected credit losses
6
-
(17,022,028)
Interest expense
2,692,170
2,952,587
Foreign exchange (gain)/loss
(1,608,956)
64,522
(1,488,802)
(4,155,926)
Decrease/(increase) in accounts receivable and accrued income
8,251
(310,974)
Decrease in accounts payable and accrued expenses
(214,344) (1,307,269)
Non-cash movement in amortisation of deferred liability
-
(250,000)
Dividend income received
-
9,231,691
Interest income received
951,602
1,167,833
Cash received from subsidiary
8
3,358,640
-
Net cash inflows from operating activities
2,615,347
4,375,355
Investing activities
Purchase of property, plant & equipment
-
(104,241)
Proceeds from sale of equity interest in Mosaico Hoteles
-
2,093,689
Loans and lending facilities disbursed
-
(19,418,305)
Loans and lending facilities recovered
-
11,540,484
Net cash flows used in investing activities
-
(5,888,373)
Financing activities
Short term borrowings received
-
2,125,997
Interest paid on convertible bonds
(2,692,170) (2,952,587)
Cash contribution from non-controlling interest
-
1,574,541
Cash distribution to non-controlling interest
-
(1,574,541)
Net cash flows used in financing activities
(2,692,170)
(826,590)
Change in cash and cash equivalents
(76,823) (2,339,608)
Cash and cash equivalents at beginning of the year
3
585,405
8,454,247
Foreign exchange on cash
(43,574)
384,123
Cash and cash equivalents at end of the year
3
465,008
6,498,762
1 Stand-alone entity accounts of the Company following transition to an IFRS 10 investment entity (see note 4).
2 Consolidated accounts of the Company and its subsidiaries, prior to transition to an IFRS 10 investment entity (see note 4).
The prior year consolidated numbers may not be comparable to the stand-alone numbers of 31 December 2024.
3 As a result of the transition to an IFRS 10 investment entity, cash and cash equivalents at 31 December 2024 represents the
balance held by the Company on a stand-alone basis and does not include cash and cash equivalents held by its
subsidiaries. See note 4 for further information.
See accompanying notes 1 to 23, which are an integral part of these financial statements.
61
STATEMENT OF CHANGES IN EQUITY
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
1 Relates to exchange differences on translation of foreign operations.
2 Consolidated accounts of the Company and its subsidiaries, prior to transition to an IFRS 10 investment entity (see note 4). The prior year consolidated numbers may not be
comparable to the stand-alone numbers of 31 December 2024.
See accompanying notes 1 to 23, which are an integral part of these financial statements.
FOR THE YEAR ENDED
31 DECEMBER 2024
1
Notes
Stated Capital
US$
Revaluation
Surplus
US$
Retained
Earnings
US$
Other comprehensive
income
US$
Total Equity attributable
to the Company
US$
Non-controlling
interest
US$
Total Equity
US$
Opening Balance
106,638,023 319,699 46,676,238 4,885,589 158,519,549 48,352,096 206,871,645
Derecognition of non-controlling
interest on transition to IFRS 10
investment entity
4 - - - - -
(48,352,096) (48,352,096)
Reclassification adjustment due
to transition to investment
entity
2
-
(319,699)
5,205,288
(4,885,589)
- - -
Net loss for the year
- -
(28,550,683)
-
(28,550,683)
-
(28,550,683)
Balance at 31 December 2024
106,638,023
-
23,330,843
-
129,968,866
-
129,968,866
1 Stand-alone entity accounts of the Company following transition to an IFRS 10 investment entity (see note 4).
2 On 2 January 2024, the date of the Company’s transition to an investment entity, the balances of the revaluation surplus and other comprehensive income, that related to
previously consolidated subsidiaries, were reclassified to retained earnings as per the requirements under IFRS 10 concerning the transition of the Company to an investment
entity.
See accompanying notes 1 to 23, which are an integral part of these financial statements.
FOR THE YEAR ENDED
31 DECEMBER 2023
2
Notes
Stated Capital
US$
Revaluation
Surplus
US$
Retained
Earnings
US$
Other comprehensive
income
1
US$
Total Equity attributable
to the Company
US$
Non-controlling
interest
US$
Total Equity
US$
Opening Balance
106,638,023 319,699 32,518,443 2,602,340 142,078,505 39,441,971 181,520,476
Revaluation of assets / Net other
comprehensive income/(loss) to
be reclassified to profit or loss in
subsequent periods
9, 14
- - -
2,283,249 2,283,249 1,229,442 3,512,691
Net profit for the year
- -
14,157,795
-
14,157,795 1,555,224 15,713,019
Contribution
from non-controlling interest
14
- - - - -
7,700,000
7,700,000
Distribution
to non-controlling interest
14
- - - - -
(1,574,541) (1,574,541)
Balance at 31 December 2023
106,638,023 319,699 46,676,238 4,885,589 158,519,549 48,352,096 206,871,645
62
1. CORPORATE INFORMATION
These financial statements for the year ended 31 December 2024 are for CEIBA Investments Limited, referred to as
(“CEIBA”) or the (“Company”).
CEIBA was incorporated in 1995 in Guernsey, Channel Islands as a registered closed-ended collective investment
scheme with registered number 30083. In May 2013, the status of CEIBA changed to an unregulated investment
company rather than a regulated investment fund. The status of CEIBA was changed back to a registered closed-ended
collective investment scheme on 11 September 2018 under The Protection of Investors (Bailiwick of Guernsey) Law,
2020 as amended. The registered office of CEIBA is located at Les Echelons Court, Les Echelons, St Peter Port,
Guernsey, GY1 1AR.
The principal holding of the Company is its wholly-owned subsidiary, CEIBA Property Corporation Limited (“CPC”), which
holds a license issued by the Cuban Chamber of Commerce and has offices in Cuba located at the Miramar Trade
Centre, Edificio Barcelona, Suite 401, 5ta Avenida, esq. a 76, Miramar, Playa, La Habana, Cuba. The Company, CPC, and
its subsidiaries are collectively referred to as the “Group”. The principal investment objective of the Group is to achieve
capital growth and dividend income from direct and indirect investment in or with Cuban businesses, primarily in the
tourism and commercial real estate sectors, and other revenue-generating investments primarily related to Cuba.
The Company currently invests in Cuban joint venture companies that are active in two major segments of Cuba’s real
estate industry: (i) the development, ownership and management of revenue-producing commercial properties, and (ii)
the development, ownership and management of hotel properties. In addition, the Company occasionally arranges
and participates in secured finance facilities and other interest-bearing financial instruments granted in favour of
Cuban borrowers, primarily in the tourism sector. The Company’s asset base is primarily made up of equity
investments in Cuban joint venture companies that operate in the real estate segments mentioned above.
The Executives are contracted through third-party entities or consultancy agreements. CEIBA and its subsidiaries do
not have any obligations in relation to future employee benefits.
The ordinary shares (“Shares”) of CEIBA are listed on the Specialist Fund Segment of the London Stock Exchange,
where it trades under the symbol “CBA”.
On 31 March 2021, CEIBA completed the issuance and listing of €25 million 10% senior unsecured convertible bonds
due 31 March 2026 (the “Bonds”) and listed the Bonds on The International Stock Exchange (TISE) Guernsey
(CEIB1026).
On 3 February 2025, the Company announced that the repayment terms of the Bonds had been amended so that the
principal will be repaid in five equal annual instalments of €5 million, starting in June 2025 and ending in 2029. The
interest rate will remain at 10% per annum until 31 March 2026 and will rise to 15% per annum thereafter.
2. BASIS OF PREPARATION
On 2 January 2024, the Company transitioned to being treated as an investment entity during the year, see notes 2.4
and 4. The financial statements for 31 December 2023 were prepared on a consolidated basis and therefore the
figures are not comparable.
2.1. Statement of compliance and basis of measurement
These financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board (“IFRS”).
The 2023 consolidated financial statements were prepared on an accrual basis under the historical cost convention,
except for certain financial instruments and certain property, plant and equipment which were measured at fair value,
in accordance with IFRS Accounting Standards as issued by the IASB.
2.2. Functional and presentation currency
These financial statements are presented in United States Dollars (“US$”), which is also the Company’s functional
currency.
2.3. Use of estimates and judgments
The preparation of the Company’s financial statements, in conformity with IFRS, requires management to make
judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period.
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
63
Management judgements
The key management judgements that are applicable to the current and prior year financial statements are:
The key management estimates that are applicable to the current and prior year financial statements are:
Management estimates – valuation of underlying equity investments held by CPC and loan and lending facilities
The determination of fair values for the underlying equity investments held by CPC, and loans and lending facilities
involves significant judgment and estimation. Actual outcomes may differ from these estimates.
Management reviews estimates and underlying assumptions on an ongoing basis, with any revisions recognised in the
period of the change and prospectively in future periods as applicable.
For the underlying equity investments held by CPC, fair values are determined using a combination of independent
valuations, historical data, and assumptions regarding industry performance, economic conditions, and market trends.
The reliability of these valuations is inherently subject to the availability of comparable data and the uncertainty
associated with forecasting future events (see Note 8).
For loans and lending facilities, fair value estimates incorporate assessments of expected future cash flows, discount
rates reflecting current market conditions, and the credit risk profile of counterparties (see Note 7).
Given the inherent subjectivity in fair value measurement, asset valuations may not precisely reflect actual realisable
values. Changes in underlying assumptions or market conditions could result in material adjustments to the carrying
amounts of these financial assets.
Expected credit losses in respect of dividends receivable
Due to the liquidity constraints placed upon Monte Barreto as at 31 December 2023 as a result of the Cuban monetary
reforms, the timing of receipt of the historical dividends receivable was uncertain. Management managed to secure the
receipt of US$14,999,014 of previously provided for dividends. Management had determined that it was appropriate
that fifty percent of the remaining balance be considered as impaired.
The total amount of credit impaired dividends receivable at 31 December 2023 was US$2,023,013.
NOTES TO THE FINANCIAL STATEMENTS
Company
31 December 2024
Group
31 December 2023
Notes
a)
That the Company meets the definition of an Investment Entity
Yes
No, consolidated
financial statements
were prepared
2.4
b)
That the functional currency of the Company is US$
Yes Yes
2.10
c)
That the Company is a Venture Capital Organisation
Not applicable for
the Company as a
stand-alone entity
Yes
d)
Basis of change in classification of loans and lending facilities
from amortised cost to fair value through profit or loss
Yes
Not applicable
2.4
Company
31 December 2024
Group
31 December 2023
Notes
a)
Fair value of underlying equity investments held by CPC
Yes Yes
3.7, 8
b)
Fair value of loan and lending facilities
Yes
Not applicable, loan
and lending facilities
were held at
amortised cost
3.7, 7
c)
Expected credit losses in respect of loans and lending facilities
Not appliable, as
loans and lending
facilities are held at
fair value through
profit or loss
Yes
3.7, 7
d)
Expected credit losses in respect of dividends receivable
Not applicable,
dividends receivable
are considered
when calculating the
CPC investment fair
value
Yes
3.7, 6
64
Expected credit losses in respect of loans and lending facilities
Management made an assessment of the expected credit loss over the lifetime of the loans and lending facilities,
taking into account all reasonable and supportable information that was available at that time and included both
internal and external information and this resulted in an assessed expected credit loss of US$312,623 for 31 December
2023 in relation to the Convertible Loan Agreement with Grupo B.M. Interinvest Technologies Mariel S.L.
2.4. Assessment of investment entity status
Entities that meet the definition of an investment entity within IFRS 10 “Consolidated Financial Statements” are
required to measure their subsidiaries at fair value through profit and loss rather than consolidate them. The three
primary criteria which define an investment entity are, as follows:
1) An entity that obtains funds from one or more investors for the purpose of providing those investors with
investment management services
CEIBA is registered as a closed-ended collective investment scheme with its ordinary shares listed on the Specialist
Fund Segment of the London Stock Exchange. The Company’s objective includes providing investment management
services to investors to achieve capital growth and dividend income from direct and indirect investment in or with
Cuban businesses, primarily in the tourism and commercial real estate sectors, and other revenue-generating
investments primarily related to Cuba.
2) An entity that commits to its investors that its business purpose is to invest funds solely for returns from capital
appreciation, investment income, or both
The principal investment objective of CEIBA, as stated in the prospectus and these financial statements, is to achieve
capital growth and dividend income from direct and indirect investments in or with Cuban businesses, primarily in the
tourism and commercial real estate sectors, as well as other revenue-generating investments related to Cuba.
Currently, the material investments of CEIBA and its subsidiaries consist of equity investments in Cuban joint venture
companies, with the primary objectives of generating dividend income and capital appreciation. The Company also has
a lending facility that it has extended to one of its underlying equity investments, TosCuba S.A., which is accounted for
on a fair value basis.
3) An entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.
The fair values of the principal underlying investments of the Company, the equity interests in the Cuban joint venture
companies, are determined by the Directors of CEIBA semi-annually, taking into consideration various factors, including
estimated future cash flows from the investment, estimated replacement costs, transactions in the private market and
other available market evidence to arrive at an appropriate value. The Company also engages a valuation firm to
perform an independent valuation of the properties owned by the joint ventures based on discounted cash flow
models. The principal assumptions used to estimate the fair values of the equity investments are disclosed in the
Company’s annual financial statements.
The other material investment of CEIBA is the Construction Facility with TosCuba. This construction facility was
originally established to provide financial support to TosCuba for the construction of its hotel, with the initial intention
to hold the asset to collect contractual cash flows. However, following the completion of the construction of the
Trinidad Hotel and the liquidation of GrandSlam, CEIBA’s business model changed. The lending facility with TosCuba is
now held to support the underlying investment. In accordance with this revised business model and consistent with
the classification requirements under IFRS 9 – Financial Instruments, the Company reclassified its loans and lending
facilities from amortised cost to fair value through profit or loss. This change underscores the use of Management’s
judgment and the Company's strategic focus on fair value as the primary basis for assessing its investments.
IFRS 10
IFRS 10 requires that when an entity is assessing whether it meets the definition, an entity shall consider whether it has
the following typical characteristics:
a) It has more than one investment
Although CEIBA has only one direct subsidiary, CPC, it holds indirect equity investments in three Cuban joint venture
companies, which own five hotel properties and a six-building office complex.
b) It has more than one investor
CEIBA is listed on the London Stock Exchange and has multiple investors.
c) It has investors that are not related parties of the entity
The investors of the Company are not related parties.
NOTES TO THE FINANCIAL STATEMENTS
65
d) it has ownership interests in the form of equity or similar interests
The Company’s principal investments are in the form of equity participations in Cuban companies and loans to those
companies and lending facilities extended to those companies.
Exit strategies
One of the primary investment objectives of the Company is to achieve capital growth from its investments rather than
for strategic control purposes. As such, its strategy is to realise significant capital appreciation in its investments
following the improvement in economic conditions in Cuba. Once the appropriate conditions are met, the Company
plans to realise the appreciation in its investments by selling its interests to third parties. However, that doesn’t
preclude the Company from also entering into new investments. The Company would prefer to sell its investments at
or above their estimated fair value and acquire new assets if their value is deemed attractive.
Based on the above, the Company has concluded that it meets all the characteristics of an investment entity as per
IFRS 10 and that the change was effective as of 2 January 2024, the date GrandSlam ceased operations, and has been
applied prospectively. See note 4 for details of the transition to IFRS 10 investment entity. These conclusions will be
reassessed on a continuous basis if any of these criteria or characteristics change.
2.5. New standards, amendments and interpretations issued but not effective for the financial year beginning 1
January 2024 and not early adopted that are relevant to the Company
Several new, but not yet effective, standards and amendments to existing standards, and interpretations have been
published by the IASB. None of these standards or amendments to existing standards have been adopted early by the
Company and no interpretations have been issued that are applicable and need to be taken into consideration by the
Company.
IFRS 18 introduces new requirements on presentation within the statement of comprehensive income, requires
disclosure of management-defined performance measures and aggregation and disaggregation of financial
information. Management is currently assessing the impact of IFRS 18 on the presentation and disclosure of the
Company’s financial statements.
The new standards, amendments and interpretations not adopted in the current year have not been disclosed as they
are not expected to have a material impact on the Company’s financial statements.
2.6. Changes in accounting policies.
Standards and interpretations applicable this period
There are no new standards, amendments to standards or interpretations that have been published by the IASB and
are effective for periods beginning on 1 January 2024, that have a material effect on the financial statements of the
Company.
2.7 Reportable operating segments
An operating segment is a distinguishable component of the Company that is engaged in the provision of products or
services (business segment).
For the current reporting period, Management has assessed that there are no reportable operating segments under
IFRS 8, as the Company's activities and financial information are reviewed on an aggregated basis rather than as
distinct segments. The absence of reportable segments has been determined based on the nature of operations, the
level at which key financial decisions are made, and the consistency of risks and returns across the Company’s business
activities.
However, a high-level analysis of the underlying equity investments of the Company is presented in Note 8. This
includes a breakdown of the underlying equity investments by commercial property and tourism/leisure investments,
reflecting the primary areas of the Company’s investment activities.
For 31 December 2023 the reportable operating segments are presented in note 15.
New standards, amendments and interpretations
Effective on or after
Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement
of Financial Instruments
1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements
1 January 2027
NOTES TO THE FINANCIAL STATEMENTS
66
2.8. Convertible Bonds
The Bonds issued by the Company have been classified as a liability as per IAS 32. The Bonds were initially recognised
at fair value and are subsequently measured at amortised cost using the effective interest rate methodology.
2.9. Going concern
The Directors have reviewed cash flow projections that detail revenue and liabilities and will continue to receive
cashflow projections as part of the full-year reporting and monitoring processes. As a result, the Directors have a
reasonable expectation that the Company has adequate resources to continue in operational existence for the
foreseeable future and has significant liquid funds to do so. Accordingly, the Directors have adopted the going concern
basis in preparing the financial statements.
2.10 Assessment of functional currency
An entity’s functional currency is the currency of the primary economic environment in which the entity operates (i.e.
the environment in which it primarily generates and expends cash). Any other currency is considered a foreign
currency. Management has made an assessment of the primary economic environment and the currency of the CEIBAs
principal income and expenses. Based on this assessment, management has determined that the functional currency
of the Company is US$.
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES
3.1. Group entities
The Company had direct and indirect equity interests in the following entities as at 31 December 2024 and 31
December 2023:
Treatment in these financial statements
(a) Company accounted for at fair value at 31 December 2024 and consolidated at 31 December 2023.
(b) Company liquidated as at 31 December 2024 and consolidated at 31 December 2023.
(c) Company included in the CPC fair value calculation at 31 December 2024 and consolidated at 31 December 2023.
(d) Company included in the CPC fair value calculation at 31 December 2024 and accounted for at fair value at 31
December 2023.
(e) Company included in the CPC fair value calculation at 31 December 2024 and accounted for as an investment in
associate at 31 December 2023.
Entities activities
(i) Holding company for the Company’s interests in real estate investments in Cuba that are facilitated by a
representative office in Havana.
(ii) Operated a travel agency that provided services to international clients for travel to Cuba. It was resolved to
cease operations on 2 January 2024 and has been liquidated.
(iii) Holding company for underlying investments with no other significant assets.
(iv) Joint venture company that holds the Miramar Trade Centre as its principal asset.
(v) Netherlands company responsible for the holding and management of the Company’s indirect investments in
tourism assets.
Entity Name
Country of
Incorporation
Equity interest held indirectly by
the Company or holding entity
31 Dec 2024 31 Dec 2023
1. CEIBA Property Corporation Limited ("CPC") (a) (i)
1.1. GrandSlam Limited (b) (ii)
1.2. CEIBA MTC Properties Inc. (c) (iii)
1.2.1 Inmobiliaria Monte Barreto S.A. (c) (iv)
1.3. CEIBA Tourism B.V. (c) (v)
1.3.1. HOMASI S.A. (c) (vi)
1.3.1.1. Miramar S.A. (d) (vii)
1.3.1.2. TosCuba S.A. (d) (viii)
1.3.3 Grupo BM Interinvest Technologies Mariel S.L. (e) (ix)
Guernsey
Guernsey
Panama
Cuba
Netherlands
Spain
Cuba
Cuba
Spain
100%
-
100%
49%
100%
65%
50%
50%
50%
100%
100%
100%
49%
100%
65%
50%
50%
50%
NOTES TO THE FINANCIAL STATEMENTS
67
(vi) Holding company for underlying investments, which also provides confirming and discounting facilities to assist
underlying joint venture companies to import products.
(vii) Joint venture that holds the Meliá Habana Hotel, Meliá Las Americas Hotel, Meliá Varadero Hotel and Sol
Palmeras Hotel as its principal assets.
(viii) Joint venture that holds the Meliá Trinidad Península Hotel as its principal asset.
(ix) A Spanish company that is developing an industrial logistics warehouse project in the Special Development Zone
of Mariel, Cuba.
3.2. Foreign currency translation
Transactions denominated in foreign currencies during the period are translated into the functional currency using the
exchange rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign
currencies are translated at the reporting date into functional currency at the exchange rate at that date. Foreign
currency differences arising on translation are recognised in the statement of comprehensive income as foreign
exchange income (loss).
Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was
determined. Non-monetary items measured at historical cost are translated into the functional currency using the
exchange rates prevailing at the date of the transaction and are not retranslated at the reporting date.
The financial statements of foreign subsidiaries included in the 2023 consolidation were translated into the reporting
currency in accordance with the method established by IAS 21, The Effects of Changes in Foreign Exchange Rates. Assets
and liabilities are translated at the closing rates at the statement of financial position date, and income and expense
items at the average rates for the period. Translation differences are taken to other comprehensive income and
shown separately as foreign exchange reserves on consolidation without affecting income. Translation differences
during the year ended 31 December 2023 losses of US$3,512,691.
The exchange rates used in these financial statements at 31 December 2024 are 1.00 Euro = US$1.0389 (2023: 1.00
Euro = US$1.1050) and 1.00 British Pound = US$1.2529 (2023: 1.00 British Pound = US$1.2747).
3.3. Dividend income
Dividend income is recognised in the statement of comprehensive income when the Company’s right to receive
payment is established.
3.4. Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable. Interest income is recognised in the statement of comprehensive income.
3.5. Fees and expenses
Fees and expenses are recognised in the statement of comprehensive income on the accrual basis as the related
services are performed. Transaction costs incurred during the acquisition of an investment are recognised within the
expenses in the statement of comprehensive income and transactions costs incurred on share issues or placements
are included within statement of changes in equity in respect of stated capital.
Transaction costs incurred on the disposal of investments are deducted from the proceeds of sale and transactions
costs incurred on shares are deducted from the share issue proceeds.
3.6. Taxation
Deferred taxes are provided for the expected future tax consequences of temporary differences between the carrying
amounts and tax bases of assets and liabilities using current corporation tax rate.
Deferred tax liabilities are recognised for temporary differences that will result in taxable amounts in future years.
Deferred tax assets are recognised for temporary differences that will result in deductible amounts in future years.
Where it is not certain that the temporary difference will be reversed no deferred taxation asset is established. At 31
December 2024 and 2023, the Company has not established any deferred tax assets or liabilities.
NOTES TO THE FINANCIAL STATEMENTS
68
Taxes applicable to the income of the Company are as follows:
Other taxes applicable to the Group and for the 2023 consolidation are as follows:
3.7. Financial instruments
Recognition
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the financial instrument.
Financial assets and financial liabilities measured at amortised cost
A debt instrument is measured at amortised cost if it was held within a business model whose objective was to hold
financial assets in order to collect contractual cash flows and its contractual terms gave rise on specified dates to cash
flows that were solely payments of principal and interest on the principal (“SPPI”) amount outstanding.
Financial assets and financial liabilities at fair value through profit or loss
Financial assets and financial liabilities at fair value through profit or loss are measured initially at fair value.
Classification
The Company has classified financial assets and financial liabilities into the following categories:
Financial assets and financial liabilities classified at fair value through profit or loss
Financial assets and financial liabilities classified in this category are those that have been designated by management
upon initial recognition. Management may only classify an instrument at fair value through profit or loss upon initial
recognition when one of the following criteria are met, and designation is determined on an instrument-by-instrument
basis:
• The designation eliminates, or significantly reduces, the inconsistent treatment that would otherwise arise from
measuring the assets or liabilities or recognising gains or losses on them on a different basis or,
• For financial liabilities that are part of a group of financial liabilities, which are managed, and their performance
evaluated on a fair value basis, in accordance with a documented risk management or investment strategy or,
• For financial liabilities that contain one or more embedded derivatives, unless they do not significantly modify the
cash flows that would otherwise be required by the contract, or it is clear with little or no analysis when a similar
instrument is first considered that separation of the embedded derivative(s) is prohibited in relation to financial
liabilities,
• Financial assets and financial liabilities at fair value through profit or loss are carried in the statement of financial
position at fair value. Changes in fair value are recognised in the statement of comprehensive income.
Guernsey
• Income is tax exempt
• Dividend distributions are not subject to dividend withholding tax
Panama
• Non-Panamanian income is tax exempt
• Dividend distributions are not subject to dividend withholding tax
The Netherlands
• Dividend income from the Spanish subsidiaries is tax exempt under the European Union
participation exemption
• Dividends distributed to the parent company are subject to dividend withholding tax
• Capital reductions distributed to the parent company are tax exempt
Spain
• Dividend income and capital gains relating to the interest in the Cuban joint venture
companies are tax exempt under the Spain-Cuba Double Taxation Treaty and Spanish ETVE
regime
• Other types of income are subject to corporate tax
• Dividends distributed to the parent company are not subject to dividend withholding tax
Cuba
• Cuban joint venture companies have a corporate tax rate of 15%
• Dividend distributions are not subject to dividend withholding tax
NOTES TO THE FINANCIAL STATEMENTS
69
Financial assets and financial liabilities measured at amortised cost:
Financial assets and financial liabilities measured at amortised cost are initially recognised at fair value, except for
accounts receivables which are measured at transaction price, and are subsequently measured at amortised cost using
the effective interest rate methodology, in respect of financial assets less allowance for impairment. A debt instrument
is measured at amortised cost if the objective of the business model is to hold the financial asset for the collection of
the contractual cash flows and the contractual cash flows under the instrument solely represent payments of principal
and interest (SPPI). Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees and costs that are an integral part of the effective interest rate. Therefore, the Company recognises interest
income or expense using a rate of return that represents the best estimate of a constant rate of return over the
expected behavioural life of the loan, hence recognising the effect of potentially different interest rates charged at
various stages, and other characteristics of the product life cycle (prepayments, penalty interest and charges). If
expectations are revised the adjustment is booked as a positive or negative adjustment to the carrying amount in the
statement of financial position with an increase or reduction in interest income. The adjustment is subsequently
amortised through Interest and similar income in the statement of comprehensive income.
The classifications of financial assts and liabilities that are applicable for current and prior year financial statements
are:
Fair value measurement
Fair value is the amount for which an asset can be exchanged, or a liability settled, between knowledgeable, willing
parties in an arm’s-length transaction on the measurement date.
The Company does not have any instruments quoted in an active market. A market is regarded as active if quoted
prices are readily and regularly available and represent actual and regularly occurring market transactions on an arm’s
length basis.
As the financial instruments of the Company are not quoted in an active market, the Company establishes their fair
values using valuation techniques. Valuation techniques include using recent arm’s length transactions between
knowledgeable, willing parties (if available), reference to the current fair value of other instruments that are
substantially the same, estimated replacement costs and discounted cash flow analyses. The chosen valuation
technique makes maximum use of market inputs, relies as little as possible on estimates specific to the Company,
incorporates all factors that market participants would consider in setting a price, and is consistent with accepted
economic methodologies for pricing financial instruments. Inputs to valuation techniques reasonably represent market
expectations and measures of the risk-return factors inherent in the financial instrument. The Company calibrates
valuation techniques and tests them for validity using prices from observable current market transactions of similar
instruments or based on other available observable market data.
The best evidence of the fair value of a financial instrument at initial recognition is the transaction price, i.e. the fair
value of the consideration given or received, unless the fair value of the instrument is evidenced by comparison with
other observable current market transactions in other instruments that are substantially the same or based on a
valuation technique whose variables include only data from observable markets.
All changes in fair value of financial assets noted above, are recognised in the statement of comprehensive income as
changes in fair value of the related financial instruments at fair value through profit or loss.
Company
31 December 2024
Group
31 December 2023
Investment in CPC
Fair value through profit or loss
Consolidated in the group financial
statements
Underlying equity investments
Included in the calculation of the CPC
investment fair value
Fair value through profit or loss
Cash and cash equivalents
Amortised cost Amortised cost
Accounts receivable and accrued income Amortised cost Amortised cost
Loans and lending facilities Fair value through profit or loss
Amortised cost
Accounts payable and accrued expenses
Amortised cost Amortised cost
Short-term borrowings
Included in the calculation of the CPC
investment fair value
Amortised cost
Convertible bonds Amortised cost Amortised cost
NOTES TO THE FINANCIAL STATEMENTS
70
Identification and measurement of impairment
IFRS 9 Financial Instruments required the Company to measure and recognise impairment on financial assets at
amortised cost based on Expected Credit Losses. The Company was required to revise its impairment methodology
under IFRS 9 for each class of financial asset.
From 1 January 2018, the Company assessed on a forward-looking basis the expected credit losses (“ECL”) associated
with its debt instruments carried at amortised cost. The impairment methodology applied depended on whether there
was a significant increase in credit risk.
Investments at fair value through profit or loss were not subject to IFRS 9 impairment requirements.
Loans and lending facilities measured at amortised cost fall within the scope of ECL impairment under IFRS 9. As per
IFRS 9, a loan has a low credit risk if the borrower has a strong capacity to meet its contractual cash flow obligations in
the near term, and adverse changes in economic and business conditions in the longer term might, but will not
necessarily, reduce the ability of the borrower to fulfil its obligations. For loans that are low credit risk, IFRS 9 allows a
12-month expected credit loss to be recognised.
If the credit risk of the loan increases significantly and the resulting credit quality is not considered to be low credit risk,
full lifetime expected losses are recognised. Lifetime expected credit losses are only recognised if the credit risk
increases significantly from when the entity originates or purchases the financial instruments but that do not have
objective evidence of a credit loss event.
The Company’s approach to ECLs reflected a probability-weighted outcome, the time value of money and reasonable
and supportable information that was available without undue cost or effort at the reporting date about past events,
current conditions and forecasts of future economic conditions.
Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire, or when it transfers the financial asset in a transaction in which substantially all the risks and rewards of
ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all
the risks and rewards of ownership and does not retain control of the financial asset. Any interest in transferred
financial assets that qualify for derecognition that is created or retained by the Company is recognised as a separate
asset or liability in the statement of financial position.
On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount
allocated to the portion of the asset derecognised) and the consideration received (including any new asset obtained
less any new liability assumed) is recognised in the statement of comprehensive income. The Company derecognises a
financial liability when its contractual obligations are discharged or cancelled or expire.
3.8. Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand and short-term deposits and other short-term highly liquid
investments with remaining maturities at the time of acquisition of three months or less.
3.9. Equity
(a) Stated capital
Ordinary shares are classified as stated capital within shareholders’ equity if they are non-redeemable, or redeemable
only at CEIBA’s option.
(b) Revaluation surplus
Movements in the net carrying amount of art works are recognised in the revaluation surplus within shareholders’
equity.
(c) Retained earnings
Accumulative net income or loss before other comprehensive income, less dividend payments, is classified as retained
earnings within shareholders’ equity.
(d) Accumulated other comprehensive income
Accumulated other comprehensive income or loss is classified as accumulated other comprehensive income within
shareholders’ equity.
NOTES TO THE FINANCIAL STATEMENTS
71
3.10. Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host- with the effect
that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with a financial asset host within the scope of IFRS 9 are not separated.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g.
financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and
characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
If the hybrid contract is a quoted financial liability, instead of separating the embedded derivative, the Company
generally designates the whole hybrid contract at FVTPL.
An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the
hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised
or settled within 12 months.
The embedded derivatives are considered by Management to have no value at year end and therefore an assessment
of prepayment risk and the conversion option are not considered relevant.
Accounting policies for the 31 December 2023 but not applicable for the current year
Up to 31 December 2023, the Company was not considered an investment entity under IFRS 10 and presented
consolidated financial statements of CEIBA and its subsidiaries. Following the change of status of the Company to an
“investment entity”, the Company has prepared stand-alone financial statements. The accounting policies applied to 31
December 2023 but not applicable for the current year are shown below:
3.11. Consolidation
For 31 December 2023, the consolidated financial statements comprised the financial statements of CEIBA and its
subsidiaries as at 31 December 2023. Control was achieved when the Company was exposed, or had rights, to variable
returns from its involvement with the investee and had the ability to affect those returns through its power over the
investee. Specifically, the Company controlled an investee if and only if the Company had:
• Power over the investee (i.e. existing rights that gave it the ability to direct the relevant activities of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns
When the Company had less than a majority of the voting or similar rights of an investee, the Company considered all
relevant facts and circumstances in assessing whether it had power over an investee, including:
• The contractual arrangement with the other vote holders of the investee
• Rights arising from other contractual arrangements
• The Group’s voting rights and potential voting rights
Subsidiaries were consolidated from the date on which control was transferred to the Company and ceased to be
consolidated from the date on which control was transferred out of the Company. Where there was a loss of control of
a subsidiary, the 2023 consolidated financial statements included the results for the part of the reporting period during
which the Company had control.
3.12 Investments in associates
For 31 December 2023, Investments in associates were accounted for using the equity method.
The carrying amount of the investment in associates was increased or decreased to recognise the Group’s share of the
profit or loss and other comprehensive income of the associate, adjusted where necessary to ensure consistency with
the accounting policies of the Group.
Unrealised gains and losses on transactions between the Group and its associates were eliminated to the extent of the
Group’s interest in those entities. Where unrealized losses were eliminated, the underlying asset was also tested for
impairment.
NOTES TO THE FINANCIAL STATEMENTS
72
3.13 Property, plant and equipment
For 31 December 2023, Property, plant and equipment, with the exception of works of art, held by the Group were
stated at cost less accumulated depreciation and impairment. Depreciation was calculated at rates to write off the cost
of each asset on a straight-line basis over its expected useful life, as follows:
The carrying amounts were reviewed at 31 December 2023 to assess whether they were recorded in excess of their
recoverable amounts, and where carrying values exceeded this estimated recoverable amount, assets were written
down to their recoverable amount. Works of art were carried at their revalued amount, which was the fair value at the
date of revaluation. Increases in the net carrying amount were recognised in the related revaluation surplus in
shareholders’ equity. Valuations of works of art were conducted with sufficient regularity to ensure the value correctly
reflected the fair value at the statement of financial position date. Valuations were mostly based on active market
prices, adjusted for any difference in the nature or condition of the specific asset.
4. TRANSITION TO INVESTMENT ENTITY STATUS
On 2 January 2024, it was formally resolved that GrandSlam, a 100% subsidiary of CPC, would cease operations.
GrandSlam was struck off the Guernsey Register with effect from 2 December 2024. As a result, the Company has
reassessed the key judgements from the 31 December 2023 financial statements and has concluded that CEIBA now
meets the definition of an Investment Entity (see note 2.4). As of 2 January 2024, in accordance with IFRS 10, the
Company applied the exception to consolidation and accounted for its investment in its subsidiary, CPC, at fair value
through profit or loss. The derecognition of the subsidiary assets and liabilities and recognition of the investment in
CPC at fair value resulted in nil gain or loss.
In accordance with IFRS 10, the Company has accounted for the change prospectively and has not restated the 31
December 2023 results. A comparison between the presentation of the net assets of the Company at 31 December
2023 and at the transition date of 2 January 2024 is shown below:
The 31 December 2024 results are of the Company as a stand-alone entity.
(i) On the transition date of 2 January 2024, the Company’s equity interest in CPC ceased to be consolidated.
Subsequent to the transition date, the fair value of CPC is accounted for as a financial asset at fair value through
profit or loss. On the transition date, the value of the consolidated assets and liabilities of CPC that ceased to be
consolidated are detailed below:
Office furniture and equipment 4 to 7 years
Motor vehicles
5 years
NOTES TO THE FINANCIAL STATEMENTS
31 Dec 2023
Consolidated
US$
Subsidiary
balances
US$
2 Jan 2024
Stand-alone
US$
Cash and cash equivalents
6,498,762
(5,913,357)
585,405
Accounts receivable and accrued income
10,300,131
(9,256,666)
1,043,465
Loans and lending facilities
64,127,673
(19,869,133)
44,258,540
Financial assets at fair value through profit or loss
(net fair value of Company’s interest in CPC)
-
143,965,158
(i) 143,965,158
Equity investments
164,736,693
(164,736,693)
-
Investment in associate
206,259
(206,259)
-
Property, plant and equipment
578,147
(578,147)
-
Accounts payable and accrued expenses
(5,878,472)
2,170,453
(3,708,019)
Short-term borrowings
(6,072,548)
6,072,548
-
Convertible bonds
(27,625,000)
-
(27,625,000)
Total equity
206,871,645
(48,352,096)
158,519,549
Non-controlling interest
(48,352,096)
48,352,096
-
Equity attributable to the shareholders of the Company
158,519,549
-
158,519,549
73
5. CASH AND CASH EQUIVALENTS
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
NOTES TO THE FINANCIAL STATEMENTS
2 Jan 2024
US$
Cash and cash equivalents
5,913,357
Dividends receivable from Monte Barreto
(net of Expected Credit Losses)
2,023,014
Meliá Hotels International
6,409,000
Other accounts receivable and deposits
824,652
Accounts receivable and accrued income
9,256,666
TosCuba S.A.
8,081,427
Miramar Confirming Facility
10,581,800
TosCuba Confirming Facility
893,283
Grupo B.M. Intervest Technologies Mariel S.L.
312,623
Loans and lending facilities
19,869,133
Miramar S.A.
110,099,079
Inmobiliaria Monte Barreto S.A.
47,834,256
TosCuba S.A.
6,803,358
Equity Investments
164,736,693
Investment in associate
206,259
Property, plant and equipment
578,147
Due to Miramar S.A.
(1,334,298)
Other accrued expenses
(12,794)
Accrued interest
(545,890)
TosCuba deposit
(277,471)
Accounts payable and accrued expenses
(2,170,453)
Short-term borrowings
(6,072,548)
Non-controlling interest
(48,352,096)
Total consolidated net assets of CPC derecognised
143,965,158
The fair value of CPC recognised on a stand-alone basis:
143,965,158
Total gain or loss on transition
to investment entity status of the equity interest in CPC
-
31 Dec 2024
US$
31 Dec 2023*
US$
Cash on hand - 19,489
Bank current accounts 465,008 6,479,273
465,008 6,498,762
74
6. ACCOUNTS RECEIVABLE AND ACCRUED INCOME
Accounts receivable and accrued income have the following future maturities:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
(i) The TosCuba receivable relates to the undisbursed balance of funds that were deposited in the Cuban US$ bank
account of TosCuba to be applied against the TosCuba construction facility once disbursed in Cuba for payments
related to the construction of the hotel. As the TosCuba construction facility was fully disbursed as of 30
September 2023, and the balance is interest free with no terms of repayment, the amount has been accounted for
as a receivable.
(ii) As at 31 December 2023 the dividends receivable from Monte Barreto to CEIBA MTC was US$4,046,027 and the
expected credit loss on the dividends was calculated as US$2,023,013. As at 31 December 2024 the dividend
receivable was US$2,338,598 and the expected credit loss is unchanged. As at 31 December 2024 all assets and
liabilities of subsidiaries are considered when calculating the CPC investment fair value, see note 4 for details of
the transition to IFRS 10 investment entity.
(iii) Meliá Hotels International committed to make a capital contribution of US$7,700,000 relating to its 35% equity
interest in HOMASI. Of this amount, US$6,409,000 was outstanding to be received from Meliá Hotels International
at 31 December 2023 and was due in four equal semi-annual instalments from July 2024 to January 2026. As at 31
December 2024 all assets and liabilities of subsidiaries are considered when calculating the CPC investment fair
value, see note 4 for details of the transition to IFRS 10 investment entity.
NOTES TO THE FINANCIAL STATEMENTS
31 Dec 2024
US$
31 Dec 2023*
US$
TosCuba receivable (i) 792,416 1,030,786
Other accounts receivable and deposits 4,430 837,331
Dividends receivable from Monte Barreto (ii) - 4,046,027
Meliá Hotels International (iii) - 6,409,000
796,846 12,323,144
Expected credit loss (ii)
- (2,023,013)
796,846 10,300,131
Current portion
4,430 5,394,621
Non-current portion
792,416 4,905,510
31 Dec 2024
US$
31 Dec 2023*
US$
Up to 30 days - 2,594,514
Between 31 and 90 days 4,430 243,540
Between 91 and 180 days - 449,589
Between 181 and 365 days - 2,106,978
Over 365 days 792,416 4,905,510
796,846 10,300,131
75
7. LOANS AND LENDING FACILITIES
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
(i) In April 2018, the Group entered into a construction finance facility agreement (the “Construction Facility”) with
TosCuba for the purpose of extending to TosCuba part of the funding necessary for the construction of the Meliá
Trinidad Península Hotel. The Construction Facility originally had a total principal amount of US$51,500,000,
divided into Tranche A of US$22,500,000 and Tranche B of US$29,000,000. The Construction Facility was fully
disbursed as of 30 September 2023. The Construction Facility was amended in December 2024 to capitalise
outstanding interest, bringing the total principal amount of the Construction Facility to US$65,000,000, of which
US$30,722,953.29 was outstanding under Tranche A and US$34,277,046.71 was outstanding under Tranche B.
The Company has a 65% participation in Tranche A of the Construction Facility and a 74% participation in Tranche
B. The remaining 26% participation in Tranche B of the Construction Facility is held by the Company’s subsidiary
HOMASI. The Company has the right to syndicate its participation in Tranche B of the Construction Facility to other
lenders.
Under the amended repayment schedule, TosCuba will make payments of interest only throughout 2025 and will
then make blended payments of principal and interest with a final maturity date in September 2035. Interest
accrues on principal amounts outstanding under the Construction Facility at the rate of 8.0%.
Repayment of the Construction Facility is secured by an assignment in favour of the lenders of all of the future
income of the Meliá Trinidad Península Hotel. In addition, Tranche B of the Construction Facility is also secured by
a guarantee provided by Cubanacán S.A., Corporación de Turismo y Comercio Internacional (“Cubanacán” - the
Cuban shareholder of TosCuba) as well as by Cubanacán’s dividend entitlements in Miramar.
The Construction Facility represents a financial asset. Based on the terms of the loan, the loan is not repayable on
demand and there is no expectation to be repaid within 12 months since the scheduled payment period for
principal and interest ends on 31 December 2032. As at 31 December 2023 the loan was assessed at Stage 2 of
the IFRS ECL impairment model.
31 Dec 2024
US$
31 Dec 2023*
US$
TosCuba S.A. Construction Facility (i) 33,685,551 52,339,967
Miramar Confirming Facility (ii) - 10,581,800
TosCuba Confirming Facility (iii)
-
893,283
Grupo B.M. Interinvest Technologies Mariel S.L. (iv) - 625,246
33,685,551 64,440,296
Expected credit loss (iii)
-
(312,623)
33,685,551
64,127,673
Current portion
3,459,722 16,567,946
Non-current portion
30,225,829 47,559,727
NOTES TO THE FINANCIAL STATEMENTS
76
For 31 December 2024, as part of the Company’s revised business model, the TosCuba loan has been recognised
at fair value through profit and loss. The movement in the TosCuba loan balance is detailed below:
As at 31 December 2024, the loan principal owed to the Company was US$46,483,474 (2023: US$43,625,000
including HOMASI) and loan interest receivable was US$ nil (2023: US$8,714,967 including HOMASI).
At 31 December 2024, the participation of CEIBA in the Construction Facility was adjusted to its estimated fair
value, which was determined using a discounted cash flow model, which estimates the present value of expected
future cash flows using a market-based discount rate reflective of the underlying risk profile. The discount rate of
15% used in the model was primarily determined by reference to the interest rate of the Company’s Convertible
Bonds, adjusted for other available market data related to Cuba.
(ii) The Company’s subsidiary, HOMASI (the foreign shareholder of Miramar), executed a confirming and discounting
facility with Miramar for the purpose of confirming and discounting supplier invoices related to the operations of
the four Hotels owned by the joint venture company. The facility is financed in part by a €7,000,000 credit line
received by HOMASI from a Spanish bank for this purpose. The Miramar confirming facility is secured by the cash
flows generated by the Hotels of Miramar.
As at 31 December 2024 all assets and liabilities of subsidiaries are considered when calculating the CPC
investment fair value.
At 31 December 2023, a total of US$10,581,800 was disbursed under the Miramar facility. The loan is not
repayable on demand. The Miramar facility had a significant increase in credit risk since its initial recognition. The
loan was assessed at Stage 2 of the IFRS ECL impairment model which therefore requires management to assess
the expected credit loss over the lifetime of the loan. Accordingly, management has made an assessment of the
expected credit loss over the lifetime of the loan taking into account all reasonable and supportable information
that is available that includes both internal and external information and this has resulted in an assessed expected
credit loss that was immaterial to the Group.
(iii) The Company’s subsidiary, HOMASI (the foreign shareholder of TosCuba), executed a confirming and discounting
facility with TosCuba for the purpose of confirming and discounting supplier invoices related to the operations of
the hotel owned by the joint venture company. The TosCuba confirming facility is secured by the cash flows
generated by the hotel of TosCuba.
As at 31 December 2024 all assets and liabilities of subsidiaries are considered when calculating the CPC
investment fair value.
During 2023, HOMASI (the foreign shareholder of TosCuba) executed a confirming and discounting facility with
TosCuba for the purpose of confirming and discounting supplier invoices relating to the operations of the Trinidad
Hotel. The facility is fully financed by HOMASI. The TosCuba confirming facility is secured by a second-ranking
assignment in favour of HOMASI of the cash flows generated by the Trinidad Hotel. At 31 December 2023, a total
of US$893,283 was disbursed under the TosCuba facility. The facility is not repayable on demand. The loan is
assessed at Stage 2 of the IFRS ECL impairment model which therefore requires management to assess the
expected credit loss over the lifetime of the loan. Accordingly, management made an assessment of the expected
credit loss over the lifetime of the loan taking into account all reasonable and supportable information that was
available that includes both internal and external information and this resulted in an assessed expected credit loss
that was immaterial to the Group.
Note US$
Loan principal 43,625,000
Interest receivable 8,714,967
Amortised cost at 31 December 2023
52,339,967
Change of accounting treatment
due to revised business model:
Derecognition of HOMASI tranche at 2 January 2024
(8,081,428)
Derecognition of CEIBA tranche at 2 January 2024
(44,258,539)
Total derecognised
(52,339,967)
Recognised CEIBA tranche at fair value through profit and
loss at 2 January 2024
4
44,258,540
Capitalisation of interest receivable
238,368
Change in fair value through profit or loss
(10,811,357)
Fair value at 31 December 2024
33,685,551
NOTES TO THE FINANCIAL STATEMENTS
77
(iv) In May 2021, the Group entered into a Convertible Loan Agreement in the principal amount of €500,000 with GBM
Mariel. The loan has an annual interest rate of 5% and an original term of 6 months which was subsequently
extended to 10 May 2024. The loan principal and accrued interest is convertible into common shares of GBM
Mariel following the conversion of the company from an S.L. (limited liability company) to a S.A. (company limited
by shares).
As at 31 December 2024 all assets and liabilities of subsidiaries are considered when calculating the CPC
investment fair value.
As at 31 December 2023, the impairment of the loan to GBM Mariel was assessed high in terms of the 3-stage
model per IFRS 9 by assessing the credit risk of the counterparty. The industrial and logistics park real estate
project of GBM Mariel project became dormant in 2022 and the timing of a potential restart is uncertain. The loan
to GBM Mariel was assessed at Stage 3 of the IFRS ECL impairment model and accordingly, Management assessed
the expected credit loss over time taking into account all reasonable and supportable information that is available,
which includes both internal and external information. The total amount of credit impaired receivables at 31
December 2023 related to the GBM Mariel loan was US$312,623 and the loan interest receivable related to the
GBM Mariel loan was €65,833 (US$72,746).
The following table details the expected maturities of the loans and lending facilities portfolio based on contractual
terms:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
Sensitivity to changes in the discount rate
The discount rate used in the fair value calculation of the loans and lending facilities has been estimated taking into
account various factors including the current risk-free interest rate, country risk rate and other industry factors.
Different methodologies or assumptions may lead to an increase or decrease in the discount rates. Therefore, the
following tables detail the change in fair values of the loans and lending facilities when applying what Management
considers to be the reasonable possible spread in the discount rates of between 3% lower and 3% higher compared to
the rates used in these financial statements. The sensitivity analysis is not relevant for 31 December 2023 as the loans
were held at amortised cost.
The following table details the fair values when applying lower discount rates:
The following table details the fair values when applying higher discount and capitalisation rates:
31 Dec 2024
US$
31 Dec 2023*
US$
Up to 30 days 158,133 1,111,870
Between 31 and 90 days 590,638 2,004,204
Between 91 and 180 days 883,435 6,273,684
Between 181 and 365 days 1,827,516 7,178,188
Over 365 days 30,225,829 47,559,727
33,685,551 64,127,673
Financial
statements
US$
-1%
US$
-2%
US$
-3%
US$
31 December 2024
33,685,551 35,209,323 36,832,353 38,562,365
Financial
statements
US$
+1%
US$
+2%
US$
+3%
US$
31 December 2024
33,685,551 32,253,923 30,907,886 29,641,396
NOTES TO THE FINANCIAL STATEMENTS
78
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
The movements during the year of financial asset at fair value through profit or loss were the following:
(i) This amount represents payments by CPC for intercompany balances owing to the Company. Intercompany
balances owed by CPC to the Company have been accounted for as a reduction in the fair value of CPC. At 31
December 2024, the amount owed by CPC to the Company was US$6,800,029.
A summary of the of the consolidated financial information of CPC is as follows:
1 The loans and lending facilities in the Consolidation are the underlying loans held by the subsidiaries of the Company.
Note
31 Dec 2024
US$
31 Dec 2023
US$
Balance at 31 December 2023
-
-
Change of accounting treatment to IFRS 10 investment entity
4
143,965,158
-
Change in fair value through profit or loss
(16,118,912)
-
Cash transfers from CPC to the Company during the period (i)
(3,358,640)
-
Balance at 31 December 2024
124,487,606
-
31 Dec 2024
US$
31 Dec 2023
US$
CEIBA Property Corporation Limited 124,487,606 -
124,487,606 -
Summary Consolidated Statement of Financial Position
of CEIBA Property Corporation Limited
31 Dec 2024
US$
31 Dec 2023
US$
Assets
Cash and cash equivalents
13,246,166 5,913,357
Accounts receivable and accrued income
7,824,480 9,256,666
Loans and lending facilities
1
13,948,892 19,869,133
Equity investments
140,165,695
164,736,693
Investment in associate
206,259 206,259
Property, plant and equipment
554,724 578,147
Total assets
175,946,216
200,560,255
Liabilities
Accounts payable and accrued expenses
3,644,344
2,170,453
Short-term borrowings
7,983,788
6,072,548
Total liabilities
11,628,132 8,243,001
Equity attributable to CEIBA at fair value
124,487,606 143,965,158
Non-controlling interest
39,830,478
48,352,096
Total equity
164,318,084 192,317,254
Total liabilities and equity
175,946,216
200,560,255
NOTES TO THE FINANCIAL STATEMENTS
79
Summary Consolidated Statement of Comprehensive
Income of CEIBA Property Corporation Limited
31 Dec 2024
US$
31 Dec 2023
US$
Income
Dividend income
6,305,640 8,532,677
Interest income
1,783,162 4,516,731
Other income
226,044
586,598
Travel agency commissions
-
9,903
Reversal of expected credit losses
-
17,022,028
Share of income of associate
-
92,752
8,314,846
30,760,689
Expenses
Net loss in fair value of financial assets at fair value through
profit or loss
(19,970,952) (7,528,953)
Operational expenses
(3,031,684) (5,143,801)
Interest expense
(319,998) (2,952,587)
Depreciation
(27,342) (23,156)
Foreign exchange loss
(1,059,367)
(64,522)
(24,409,343) (15,713,019)
Net (loss) / profit before taxation
(16,094,497)
15,047,670
Income taxes
- -
Net loss / (profit) for the year
(16,094,497)
15,047,670
Other comprehensive income to be reclassified to
profit or loss in subsequent periods
(Loss) / profit on exchange differences of translation of
foreign operations
(6,992,987)
3,512,691
Total comprehensive (loss) / profit
(23,087,484)
18,560,361
Total comprehensive profit attributable to:
CEIBA interest recognised as change in fair value through
profit or loss
(16,118,912)
16,441,044
Non-controlling interest
(6,968,572)
2,784,666
NOTES TO THE FINANCIAL STATEMENTS
80
Below is an analysis of how the fair value of CEIBA Property Corporation Limited was estimated and the key
assumptions used:
Hotel investments
Miramar
HOMASI is the foreign shareholder (incorporated in Spain) that owns a 50% share equity interest in the Cuban joint
venture company Miramar, which owns the Meliá Habana Hotel in Havana, a 5-star hotel that has 397 rooms. Miramar
also owns three beach resort hotels in Varadero known as the Meliá Las Américas, Meliá Varadero and Sol Palmeras
Hotels, having an aggregate total of 1,437 rooms (the “Varadero Hotels”). The Meliá Las Americas Hotel and
Bungalows is a 5-star luxury beach resort hotel with 340 rooms, including 90 bungalows and 14 suites and began
operations in 1994. The 5-star Meliá Varadero Hotel is located next to the Meliá Las Américas Hotel and has 490
rooms, including 7 suites and began operations in 1992. The 4-star Sol Palmeras Hotel is located next to the Meliá
Varadero Hotel and has 607 rooms, including 200 bungalows, of which 90 are of suite or deluxe standard and began
operations 1990. The remaining share equity interest in Miramar is held by Cubanacán (as to 50%).
At 31 December 2024 the Group holds 65% of the share equity of HOMASI, representing a 32.5% interest in Miramar.
The remaining 35% interest in HOMASI is held by Meliá Hotels International.
TosCuba
At 31 December 2024, the Group owned an indirect 65% interest (2023: 65% interest) in HOMASI, which in turn has a
50% equity interest in TosCuba, the Cuban joint venture company that owns the Meliá Trinidad Península Hotel, a 401
room 5-star hotel at Playa Maria Aguilar near the City of Trinidad, Cuba. The remaining share equity interest in
TosCuba is held by Cubanacán (as to 50%). At 31 December 2024, the Trinidad Hotel had all rooms in operation.
Commercial real estate investments
Monte Barreto
The Group holds the full foreign equity interest of 49% in the Cuban joint venture company Monte Barreto,
incorporated in 1996 for the construction and subsequent operation of the Miramar Trade Center. The Miramar Trade
Center is a six-building complex comprising approximately 80,000 square meters of constructed area of which
approximately 56,000 square meters is net rentable area.
The Group is the sole foreign investor in Monte Barreto and holds its 49% interest in the joint venture company
through its wholly-owned subsidiary CEIBA MTC Properties Inc. (“CEIBA MTC”), incorporated in Panama. The remaining
51% interest in Monte Barreto is held by the Cuban partner in the joint venture company.
Grupo B.M. Interinvest Technologies Mariel S.L.
At 31 December 2024 and 31 December 2023 the Group owned an indirect 50% share equity interest in Grupo BM
Interinvest Technologies Mariel S.L. (“GBM Mariel”), a Spanish company that is developing a new multi-phase industrial
and logistics park real estate project in the Special Development Zone of Mariel, Cuba.
CPC total (including
minority interest)
US$
CEIBA interest
(excluding minority
interest)
US$
Fair value of underlying equity investments
Miramar
93,491,133 60,769,236
Inmobiliaria Monte Barreto S.A.
46,226,614 46,226,614
TosCuba S.A.
447,948
291,166
Total equity investments
140,165,695 107,287,016
Loans and lending facilities
13,948,892 9,066,780
Investment in associate
206,259 206,259
Other net assets of CEIBA Property Corporation Limited and its subsidiaries
9,997,238
7,927,551
Fair value of CEIBA Property Corporation Limited
164,318,084 124,487,606
NOTES TO THE FINANCIAL STATEMENTS
81
Key assumptions used in the estimated fair values of underlying investments:
The fair values of the underlying investments are determined by the Directors of CEIBA taking into consideration
various factors, including estimated future cash flows from the underlying investment, estimated replacement costs,
transactions in the private market and other available market evidence to arrive at an appropriate value. The Company
also engages a valuation firm to perform an independent valuation of the properties owned by the joint ventures
based on discounted cash flow models. Cash flows have been estimated for a ten-year period. Cash flows from year 11
onward are equal to the capitalised amount of the cash flows at year 10.
The Directors may also take into account additional relevant information that impacts the fair values of the underlying
investments that has not been considered in the valuation of the underlying property of the joint venture. One such
fair value consideration is cash held by the joint venture in excess of its working capital needs (“Excess Cash”). As the
valuations of the underlying properties only assume a level of working capital to allow for day-to-day operations, the
existence of any Excess Cash needs to be included as an additional component of the fair value of the joint venture
company.
In the case of Monte Barreto, the amount of cash required for working capital needs is estimated as the sum of: (i) 30%
of tenant deposits, (ii) taxes payable, (iii) dividends declared and payable, (iv) a reserve for employee bonuses, and (v) 2
months of estimated operating expenses. The sum of these amounts is deducted from the balance of cash and cash
equivalents of the joint venture with the remaining balance, if any, being considered Excess Cash. At 31 December
2024, the amount of Excess Cash that is included in the fair value of Monte Barreto stated in these financial statements
is US$7,026,614 (2023: US$4,175,256).
In the case of Miramar, the amount of cash required for working capital needs is estimated as the sum of: (i) taxes
payable, (ii) dividends declared and payable, (iii) trade payables greater than 90 days outstanding, and (iv) 2 months of
estimated operating expenses. The sum of these amounts is deducted from the balance of cash and cash equivalents
of the joint venture with the remaining balance, if any, being considered Excess Cash. At 31 December 2024, the
amount of Excess Cash that is included in the fair value of Miramar stated in these financial statements is
US$13,591,133 (2023: US$15,149,079). Cash flows have been estimated for a ten-year period. Cash flows from year 11
onward are equal to the capitalised amount of the cash flows at year 10.
Commercial real estate investments
The key assumptions used in the discounted cash flow model of the commercial real estate investments are the
following:
(i) When determining the value of the equity investment in Monte Barreto, taking into account the taxes applicable to
the joint venture company, the after-tax discount rate used in the discounted cash flow model was 22.1% (2023:
19.0%).
(ii) The increase in rental rates in subsequent periods is in-line with the estimated rate of long-term inflation.
31 Dec 2024 31 Dec 2023
Discount rate (pre tax) (i) 27.0% 24.0%
Occupancy year 1 97.5% 96.2%
Average occupancy year 2 to 8 97% 96.4%
Occupancy year 8 and subsequent periods 97% 97%
Average rental rates per square metre per month – year 1 to 6 US$26.69 US$26.55
Annual increase in rental rates subsequent to year 6 (ii) 3.0% 3.0%
Capital investments as percentage of rental revenue 3.0% 3.0%
NOTES TO THE FINANCIAL STATEMENTS
82
Hotel investments
The key assumptions used in the discounted cash flow models of the Hotel investments are the following:
(i) When determining the value of the equity investments in the hotels, taking into account the taxes applicable to the
joint venture company, the average after-tax discount rates used in the discounted cash flow models was 19.8%
(2023: 17.1%).
(ii) The increase in rental rates in subsequent periods is in-line with the estimated rate of long-term inflation.
Sensitivity to changes in the estimated rental rates / average daily rates
Actual rental rates / average daily rates may differ from these estimates due to several factors including the general
business climate and economic conditions, the strength of the overall tourism market and the influence of competitors.
Therefore, the following tables detail the change in fair values of the underlying investments, when applying what
management considers to be the reasonable possible spread in rental rates / average daily rates of between 15%
lower and 15% higher compared to the rates used in these financial statements. The sensitivity percentages selected
cover a broad range of scenarios that can impact estimated rental rates / average daily rates.
The following table details the fair values when applying lower rental rates / average daily rates:
The following table details the fair values when applying higher rental rates / average daily rates:
Sensitivity to changes in the occupancy rates
Actual occupancy rates may differ from these estimates due to several factors including the general business climate
and economic conditions, the strength of the overall tourism market and the influence of competitors. Therefore, the
following tables detail the change in fair values, when applying what Management considers to be the reasonable
possible spread in occupancy rates of between 15% lower and 15% higher compared to the rates used in these
financial statements. The sensitivity percentages selected cover a broad range of scenarios that can impact occupancy
rates.
31 Dec 2024 31 Dec 2023
Discount rate (pre-tax) (i)
23.0% 20.0% - 20.8%
Average occupancy year 1 to 5
48%–80% 61–75%
Occupancy year 6 and subsequent periods
55%–80% 70–80%
Average daily rate per room – year 1
US$85.00–US$140.00 US$103.34–US$125.00
Average increase in average daily rate per room – year 2 to 5
5.6%–13.3% 4%–12.7%
Increase in average daily rate per room subsequent to year 5 (ii)
2.5% 3.0%
Capital investments as percentage of total revenue
7.0% 7.0%
Financial
statements
US$
-5%
US$
-10%
US$
-15%
US$
31 December 2024
140,165,695 135,064,032 130,410,318 125,756,604
31 December 2023
164,736,693 156,539,941 147,843,188 139,646,436
Financial
statements
US$
+5%
US$
+10%
US$
+15%
US$
31 December 2024
140,165,695 146,069,409 151,973,123 157,876,838
31 December 2023
164,736,693 172,933,445 181,630,198 189,826,950
NOTES TO THE FINANCIAL STATEMENTS
83
The following table details the fair values when applying lower occupancy rates:
The following table details the fair values when applying higher occupancy rates:
Sensitivity to changes in the discount and capitalisation rates
The discount and capitalisation rates used in the discounted cash flow models have been estimated taking into account
various factors including the current risk-free interest rate, country risk rate and other industry factors. Different
methodologies or assumptions may lead to an increase or decrease in the discount and capitalisation rates. Therefore,
the following tables detail the change in fair values of the underlying investments when applying what Management
considers to be the reasonable possible spread in the discount and capitalisation rates of between 3% lower and 3%
higher compared to the rates used in these financial statements.
The following table details the fair values when applying lower discount and capitalisation rates:
The following table details the fair values when applying higher discount and capitalisation rates:
Financial
statements
US$
-5%
US$
-10%
US$
-15%
US$
31 December 2024
140,165,695 132,369,519 125,021,291 117,673,063
31 December 2023
164,736,693 153,956,642 143,176,865 133,094,052
Financial
statements
US$
+5%
US$
+10%
US$
+15%
US$
31 December 2024
140,165,695 148,862,719 156,441,881 163,971,043
31 December 2023
164,736,693 175,516,977 186,297,459 197,078,115
Financial
statements
US$
-1%
US$
-2%
US$
-3%
US$
31 December 2024
140,165,695 146,634,017 153,939,225 162,281,590
31 December 2023
164,736,693 174,743,414 186,358,646 200,016,694
Financial
statements
US$
+1%
US$
+2%
US$
+3%
US$
31 December 2024
140,165,695 135,170,299 131,102,704 127,442,513
31 December 2023
164,736,693 156,020,341 148,355,819 141,560,650
NOTES TO THE FINANCIAL STATEMENTS
84
Sensitivity to changes in the estimation of Excess Cash – working capital
The fair values have been estimated using the discounted cash flow method and adjusted for the Excess Cash held by
the joint venture companies. Within the calculation of Excess Cash, it is estimated that the joint ventures will maintain
a sufficient cash balance for working capital purposes equal to the equivalent of two months’ operating expenses.
The amount of cash on hand required for working capital purposes may fluctuate due to a change in the aging of
receivables and payables of the joint venture companies. Management believes that the maximum amount of cash
that would be required to be kept on hand would not exceed three months of operating expenses. Therefore, the
following table details the changes in fair values 31 December 2024 if the number of months of operating expenses
used in the calculation is increased by an additional 1 to 3 months in comparison to the calculation used in these
financial statements.
Sensitivity to changes in the estimation of Excess Cash – US$ : CUP exchange rate
At 31 December 2024, the Cuban economy had three different principal US$ : CUP exchange rates in use. The official
rate in the general economy is US$1 : CUP24. In the tourism sector and for banking transactions involving private
individuals, the official rate is US$1 : CUP120. There was also an unofficial rate in the informal market (street rate) of
approximately US$1 : CUP320.
Included within the calculation of Excess Cash adjustment is the translated value of the CUP bank balances. The CUP
bank balances of both the hotel investments and commercial real estate investments have been translated using the
rate of US$1 : CUP120, the rate used by the tourism sector.
The following table details the change in fair values if the US$ : CUP exchange rate in the Excess Cash calculation was
equivalent to US$1 : CUP 320 (the approximate informal market rate at 31 December 2024) (2023: US$1 : CUP 170), in
comparison to the calculation used in these financial statements. Figures are not applicable using the rate of US$1 :
CUP24 as the official rate used is the official tourism sector rate of US$1 : CUP120 which has also been applied to the
Excess Cash calculation of Monte Barreto.
Dividend income recorded by subsidiaries
Dividend income recorded by the subsidiaries of the Company from the underlying equity investments above during
the year and included within the fair value of CPC is as follows:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
For the year ended 31 December 2024 Miramar S.A. paid dividends of US$5,938,140 to HOMASI and Monte Barreto
paid US$367,500 to CEIBA MTC which have been considered when calculating the CPC investment fair value and have
not been consolidated.
Financial
statements
US$
+1 month
US$
+2 months
US$
+3 months
US$
31 December 2024
140,165,695 138,462,188 136,758,682 135,055,176
31 December 2023
164,736,693 163,168,863 161,601,033 160,033,203
Financial
statements
US$
320 : 1
US$
31 December 2024
140,165,695 135,362,163
31 December 2023
164,736,693 162,471,631
31 Dec 2024
US$
31 Dec 2023*
US$
Miramar 5,938,140 8,532,677
Monte Barreto 367,500 -
6,305,640 8,532,677
NOTES TO THE FINANCIAL STATEMENTS
85
9. EQUITY INVESTMENTS
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
The movements during the year of the equity investments were the following:
(i) The value of Miramar represents the 50% foreign equity interest in Miramar S.A. including non-controlling
interests.
(ii) The value of TosCuba represents the 50% foreign equity interest in TosCuba S.A. including non-controlling
interests.
Unadjusted error in 2023 equity investments valuation
During the current year reporting process an error was identified in the discounted cash flow models (the “DCFs”) used
to determine the fair value of the equity investments at 31 December 2023. In the DCFs, when calculating the terminal
values of the properties, an additional year’s income was included in the terminal period which was mathematically
incorrect.
The impact of this error on the fair value of the equity investments in the Consolidated Financial Statements at 31
December 2023 is shown below:
The equity investment valuations were determined by the Directors taking into consideration various factors, including
estimated future cash flows from the underlying investment, estimated replacement costs, transactions in the private
market and other available market evidence to arrive at an appropriate value. Significant judgement was required to
arrive at the valuation and small changes in the estimates and judgements can have a material impact on the DCF.
The error would have resulted in a $3,067,998 reduction in the NAV attributable to the shareholders of the Company at
31 December 2023. As this amount represents less than 2% of the NAV at 31 December 2023, the Directors are of the
view that the Consolidated Financial Statements at that date continue to reflect the value of the underlying net assets
appropriately. Accordingly, they have decided not to restate the prior year’s figures in the current year’s financial
statements.
This decision takes into account the fact that the 31 December 2023 financial statement numbers are not directly
comparable to the current year’s financial statements due to the Company’s transition to an investment entity.
Additionally, restating the prior year’s financial statement numbers would add complexity, and the Directors remain
confident that, despite the identified error, the reported fair values of the equity investments at 31 December 2023
remain reasonable and appropriate.
31 Dec 2024
US$
31 Dec 2023*
US$
Miramar S.A. -
110,099,079
Inmobiliaria Monte Barreto S.A.
-
47,834,256
TosCuba S.A.
-
6,803,358
-
164,736,693
Note
Miramar (i)
US$
Monte Barreto
US$
TosCuba (ii)
US$
Total
US$
Balance at 31 December 2023
110,099,079 47,834,256 6,803,358 164,736,693
Change of accounting treatment
to IFRS 10 investment entity
4
(110,099,079) (47,834,256) (6,803,358) (164,736,693)
Balance at 31 December 2024
- - - -
Fair values
per financial statements
Adjusted fair values Difference
Equity investments
164,736,693 160,170,520 4,566,173
Attributable to:
Shareholders of the Company
123,820,840 120,752,842
3,067,998
Minority interest
40,915,853 39,417,678 1,498,175
NOTES TO THE FINANCIAL STATEMENTS
86
10. INVESTMENT IN ASSOCIATE
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
The movements of the investment in associate were the following:
At 31 December 2024 and 31 December 2023 the Group owned an indirect 50% share equity interest in Grupo BM
Interinvest Technologies Mariel S.L. (“GBM Mariel”), a Spanish company that is developing a new multi-phase industrial
and logistics park real estate project in the Special Development Zone of Mariel, Cuba. As a result of the lack of
potential tenants and uncertain economic viability of this real estate project, the investment in the Special
Development Zone has been on hold during 2024.
As at 31 December 2024 all assets and liabilities of subsidiaries are considered when calculating the CPC investment
fair value, see note 4 for details of the transition to IFRS 10 investment entity.
11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
31 Dec 2024
US$
31 Dec 2023*
US$
Grupo B.M. Interinvest Technologies Mariel S.L.
-
206,259
-
206,259
31 Dec 2024
US$
31 Dec 2023
US$
Balance at beginning of year
206,256 113,507
Change of accounting treatment to IFRS 10 investment entity
(206,256)
-
Share of net income / (loss) of associate
-
92,752
Balance at end of year
-
206,259
31 Dec 2024
US$
31 Dec 2023*
US$
Due to Meliá Hotels International
10,878 10,878
Due to Miramar
-
1,334,298
Accrued professional fees
306,845 501,122
Management fees payable (see note 18)
3,175,922 3,129,937
Other accrued expenses
-
27,753
Other accounts payable
-
51,123
Accrued interest
-
545,890
TosCuba deposit - 277,471
3,493,645 5,878,472
Current portion
989,695 4,618,646
Non-current portion
2,503,950 1,259,826
NOTES TO THE FINANCIAL STATEMENTS
87
The future maturity profile of accounts payable and accrued expenses is as follows:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries,
see note 4 for details of the transition to IFRS 10 investment entity. The prior year consolidated numbers may not be
comparable to the stand-alone numbers of 31 December 2024.
12. SHORT-TERM BORROWINGS
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
(i) The amount represented the balance outstanding of a €5.3 million credit line received by HOMASI from a Spanish
bank for the purpose of financing the Miramar confirming and discounting facility (see note 7). As at 31 December
2024 all assets and liabilities of subsidiaries are considered when calculating the CPC investment fair value.
13. CONVERTIBLE BONDS
(i) On 31 March 2021, the Company issued €25,000,000 (US$29,312,500 equivalent at date of issue) 10.00% senior
unsecured convertible bonds due 2026 (“Bonds”). The Bonds were listed on The International Stock Exchange
(Channel Islands) on 13 April 2021. The Bonds had a term of 5 years expiring on 31 March 2026, an interest rate of
10.00%, payable quarterly, and are convertible at the option of the Bondholder to Ordinary Shares of the
Company, at any time, at a conversion price equal to the Euro equivalent of £1.043 (at the time of conversion,
subject to adjustments).
On 3 February 2025 the Company announced that the repayment terms of the convertible bonds had been
amended so that the convertible bond will be repaid in five equal annual instalments of €5 million, starting in 2025
and ending in 2029. The interest rate will remain at 10% per annum until 31 March 2026 and will become 15% per
annum thereafter.
The interest expense related to the Bonds during the year was US$2,692,170 (2023: US$2,952,587 ).
The future maturity profile of the Bonds is as follows:
31 Dec 2024
US$
31 Dec 2023*
US$
Short-term finance facility (i) - 6,072,548
- 6,072,548
31 Dec 2024
US$
31 Dec 2023
US$
Convertible bonds issued (i) 29,312,500 29,312,500
Foreign exchange movements (3,340,000) (1,687,500)
25,972,500 27,625,000
Current portion
- -
Non-current portion
25,972,500 27,625,000
31 Dec 2024
US$
31 Dec 2023
US$
Greater than 365 days 25,972,500 27,625,000
25,972,500 27,625,000
31 Dec 2024
US$
31 Dec 2023*
US$
Up to 30 days 165,434 2,515,020
Between 31 and 90 days - 238,331
Between 91 and 180 days 671,971 941,933
Between 181 and 365 days 152,290 923,362
Over 365 days 2,503,950 1,259,826
3,493,645 5,878,472
NOTES TO THE FINANCIAL STATEMENTS
88
14. STATED CAPITAL AND NET ASSET VALUE
Authorised
The Company has the power to issue an unlimited number of shares. The issued shares of the Company are ordinary
shares of no par value.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share without restriction at meetings of the Company.
Issued
The following table shows the movement of the issued shares during the year:
Net asset value
The net asset value attributable to the shareholders of the Company (“NAV”) is calculated as follows:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
15. REPORTABLE OPERATING SEGMENTS
IFRS 8 requires the Company to report on where primary business activities are engaged and where the Company
earns revenue, incurs expenses and where operating results are reviewed by chief operating decision makers about
resources allocated to the segment and assess its performance and for which discrete financial information is
available.
For the current reporting period, Management has assessed that there are no reportable operating segments under
IFRS 8, as the Company's activities and financial information are reviewed on an aggregated basis rather than as
distinct segments. The absence of reportable segments has been determined based on the nature of operations, the
level at which key financial decisions are made, and the consistency of risks and returns across the Company’s business
activities.
No geographical information is reported since all investment activities are located in Cuba and all revenues are
generated from assets held in Cuba.
For the 2023 consolidated comparatives the Company reported two business segments:
• Commercial property: Activities concerning the Company’s interests in commercial real estate investments in Cuba.
• Tourism / Leisure: Activities concerning the Company’s interests in hotel investments in Cuba and operations of a
travel agency that provided services to international clients for travel to Cuba.
Stated capital
Number of
ordinary
shares
Stated
capital
US$
Stated capital at 31 December 2023
137,671,576 106,638,023
Stated capital at 31 December 2024
137,671,576 106,638,023
31 Dec 2024
US$
31 Dec 2023*
US$
Total assets
159,435,011 246,447,665
Total liabilities
(29,466,145) (39,576,020)
Less: non-controlling interests
-
(48,352,096)
NAV
129,968,866
158,519,549
Number of ordinary shares issued
137,671,576 137,671,576
NAV per share
0.94 1.15
NOTES TO THE FINANCIAL STATEMENTS
89
16. RELATED PARTY DISCLOSURES
Compensation of Directors
Each Director receives a fee of £35,000 (US$ 44,809) per annum with the Chairman receiving £40,000 (US$51,211 ). The
Chairman of the Audit Committee also receives an annual fee of £40,000 (US$51,211). The Chairman and Directors are
also reimbursed for other expenses properly incurred by them in attending meetings and other business of the
Company. No other compensation or post-employment benefits are provided to Directors. Total Directors’ fees,
including the fees of the Chairman, for the year ended 31 December 2024 were US$ 293,924 (year ended 31 December
2023: US$338,742).
Transactions with other related parties
Transactions and balances between the Company and the joint venture companies are detailed in notes 6, 7, 8, 11 and 18.
Interests of Directors and Executives in the stated capital
At 31 December 2024 John Herring, a Director of CEIBA, had an indirect interest in 40,000 shares (2023: 40,000 shares).
At 31 December 2024 Trevor Bowen, a Director of CEIBA, had an indirect interest in 43,600 shares (2023: 43,600
shares).
At 31 December 2024 Andrew Pegge, a Director of CEIBA, is a director and shareholder of POP Investments Limited,
which holds 13,881,374 shares (2023: 13,881,374 shares).
At 31 December 2024 Sebastiaan A.C. Berger, Chief Executive Officer of CEIBA, has an interest in 4,274,071 shares
(2023: 3,630,071 shares).
31 Dec 2023
US$
Commercial
property
Tourism / Leisure Other Total
Total assets
53,426,966 147,525,114 45,495,585 246,447,665
Total liabilities
(222,917) (8,297,556) (31,055,547) (39,576,020)
Total net assets
53,204,049 139,227,558 14,440,038 206,871,645
Dividend income -
8,532,677
-
8,532,677
Interest income -
1,592,519 2,924,212 4,516,731
Other income
-
9,903
586,598
596,501
Change in fair value of equity investments
(2,400,533) (5,128,420)
-
(7,528,953)
Share of loss of associate - -
92,752 92,752
Reversal of/(expense)
for expected credit loss
17,022,028
-
(312,623)
16,709,405
Interest expense
- -
(2,952,587) (2,952,587)
Allocated expenses
(1,011,893) (1,795,082) (1,382,010) (4,188,985)
Foreign exchange loss
-
-
(64,522) (64,522)
Net profit / (loss)
13,609,602 3,211,597 (1,108,180) 15,713,019
Other comprehensive loss
-
3,512,691
-
3,512,691
Total comprehensive profit / (loss)
13,609,602 6,724,288 (1,108,180) 19,225,710
Other segment information:
Property, plant and equipment additions
98,233
6,008
-
104,241
Depreciation
17,947 5,209
-
23,156
NOTES TO THE FINANCIAL STATEMENTS
90
At 31 December 2024 Cameron Young, Chief Operating Officer of CEIBA, has an indirect interest in 4,275,618 shares
(2023: 4,275,618 shares).
At 31 December 2024 Paul S. Austin, Chief Financial Officer of CEIBA, has an interest in Nil shares (2023: 70,000 ).
Peter Cornell resigned as a Director on 18 June 2024. At 31 December 2023 he had an indirect interest in 100,000
shares.
Colin Kingsnorth resigned as a Director on 18 June 2024. At 31 December 2023 he had an indirect interest in
13,799,197 shares.
Interests of Directors, Executives and Shareholders in the Convertible Bonds
At 31 December 2024, Directors had an interest of Nil, Executives had an interest of €400,000 (US$415,560), and
Shareholders of CEIBA had an interest of €12,000,000 (US$12,466,800) in the Bonds (see note 13).
At 31 December 2023, Directors had an interest of Nil, Executives had an interest of €400,000 (US$442,000), and
Shareholders of CEIBA had an interest of €12,000,000 (US$13,260,000) in the Bonds (see note 13).
17. BASIC AND DILUTED (LOSS) / PROFIT PER SHARE
Basic (loss) / profit per share
The (loss)/profit per share has been calculated on a weighted-average basis and is arrived at by dividing the net income
for the year attributable to shareholders by the weighted-average number of shares in issue.
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
Diluted loss per share
The diluted (loss) / profit per share is considered to be equal to the basic loss per share, as the impact of senior
unsecured convertible bonds on loss per share is anti-dilutive for the period(s) presented. The Bonds could potentially
dilute basis earning per share in the future.
18. MANAGEMENT
On 31 May 2018, the Group entered into a Management Agreement under which abrdn Fund Managers Limited
(“AFML”) was appointed as the Group’s alternative investment fund manager to provide portfolio and risk management
services to the Group. The Management Agreement took effect on 1 November 2018.
Until 30 June 2023, AFML was entitled to receive an annual management fee at the rate of 1.5 per cent of Total Assets.
The management fee payable by the Company to AFML was lowered by the annual running costs of the Havana
operations of CPC. The management fees earned by the Investment Manager for the year ended 31 December 2024
were US$ nil (2023: US$793,391). In order to assist the Group with its cash flow requirements, AFML has agreed to
defer payment of a portion of its fees earned totalling US$3,129,937. The amount accrues interest at a rate of 10% per
annum that is paid quarterly. The deferred amount will be paid in five equal instalments in the period 2025-2029 to
coincide with the payment of the Bonds.
The Management Agreement was terminated with effect from 1 July 2023.
As from 1 July 2023, the Company is no longer externally managed and now operates as a self-managed alternative
investment fund. The Management Team is comprised of the same individuals as under the prior arrangements, with
executives now being contracted directly by the Company.
In addition, the Company has appointed 4K Keys Limited, a company owned by the Executives, to provide strategic
consulting services in respect of the real estate assets of the Company's subsidiaries aimed at generating positive cash
flow for such subsidiaries and cash distributions to CEIBA and its shareholders. 4K Keys has the right to receive
remuneration in respect of certain cash distributions to shareholders and liquid assets at the rate of 5.0% thereof.
For the year ended 31 December 2024 no consultancy fees have been paid to 4K Keys Limited (2023: nil).
31 Dec 2024
US$
31 Dec 2023*
US$
Weighted average of ordinary shares in issue 137,671,576 137,671,576
Net (loss)/profit for the year
attributable to the shareholders of the Company
(28,550,683) 14,157,795
Basic (loss)/profit per share (0.21) 0.10
NOTES TO THE FINANCIAL STATEMENTS
91
19. FINANCIAL RISK MANAGEMENT
Introduction
The Company is exposed to financial risks that are managed through a process of identification, measurement and
monitoring and subject to risk limits and other controls. The objective of the Company is, consequently, to achieve an
appropriate balance between risk and benefits, and to minimise potential adverse effects arising from its financial
activity.
The main risks arising from the Company’s financial instruments are market risk, credit risk and liquidity risks.
Management reviews policies for managing each of these risks and they are summarised below. These policies have
remained unchanged since the beginning of the period to which these financial statements relate.
Market risk
Market risk is the risk that the fair value of future cash flows of financial instruments will fluctuate due to changes in
market variables. Market risk comprises two types of risks: foreign currency risk and interest rate risk. The Company’s
exposure to market risk has been noted below.
(i) Foreign currency risk
Currency risk is the risk that the value of a financial instrument denominated in a currency other than the functional
currency will fluctuate due to changes in foreign exchange rates.
The statement of comprehensive income and the net value of assets can be affected by currency translation
movements as certain assets and income are denominated in currencies other than US$.
Management has identified the following four main areas of foreign currency risk:
• Movements in rates affecting the value of loans and advances denominated in Euros;
• Movements in rates affecting the value of cash and cash equivalents denominated in Euros;
• Movements in rates affecting any interest income received from loans and advances denominated in Euros; and
• Movements in rates affecting any interest paid on convertible bonds denominated in Euros.
The Company does not hedge its foreign currency risks.
Management has assumed, based on historical data, that the maximum reasonable variance of the exchange rate of
EUR/US$ is +/- 20% during a one-year period. The sensitivity of the income (loss) and equity to a variation of the
exchange rate (EUR/US$) in relation to Euro denominated assets and liabilities is the following:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024
(ii) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows may fluctuate due to changes in market interest
rates.
At any time that it is not fully invested in equities, surplus funds may be invested in fixed-rate and floating-rate
securities both in Euro and in currencies other than Euro. Although these are generally short-term in nature, any
change to the interest rates relevant for particular securities may result in either income increasing or decreasing, or
management being unable to secure similar returns on the expiry of contracts or the sale of securities. In addition,
changes to prevailing rates or changes in expectations of future rates may result in an increase or decrease in the
value of securities held. In general, if interest rates rise, income potential also rises but the value of fixed rate securities
may decline. A decline in interest rates will in general have the opposite effect.
Effect of the variation
in the foreign exchange rate
%
Income (loss)
31 Dec 2024
US$
Equity
31 Dec 2024
US$
Income (loss)
31 Dec 2023*
US$
Equity
31 Dec 2023*
US$
+15
3,873,782
-
4,099,793 (3,204,170)
+20
5,165,043
-
5,466,391 (4,272,227)
-15
(3,873,782)
-
(4,099,793)
3,204,170
-20
(5,165,043)
-
(5,466,391) 4,272,227
NOTES TO THE FINANCIAL STATEMENTS
92
As the only interest-bearing financial instruments held by the Company are fixed rate assets measured at fair value,
the Company has no material interest rate risk and therefore no sensitivity analysis has been presented.
The interest rate risk profile of the Company's financial assets and liabilities was as follows:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to
discharge an obligation. Management considers both historical analysis and forward-looking information in
determining the financial instruments fair value.
Total
US$
Fixed rate
US$
Floating rate
US$
Non-interest
bearing
US$
31 December 2023*
Equity investments (US$)
164,736,693
-
-
164,736,693
Loans and lending facilities (€)
11,787,706 312,623
-
11,475,083
Loans and lending facilities (US$)
52,339,967
52,339,967
- -
Accounts receivable and accrued income (US$) 1,275,608
- -
1,275,608
Accounts receivable and accrued income (€) 9,024,523
- -
9,024,523
Cash at bank (€) 5,977,273
- -
5,977,273
Cash at bank (US$)
492,272
- -
492,272
Cash at bank (GBP) 9,728
- -
9,728
Cash on hand (GBP)
299
- - 299
Cash on hand (€)
13,924
- -
13,924
Cash on hand (US$)
1,836
- -
1,836
Cash on hand (CUP)
3,500
- -
3,500
Short-term borrowings (€)
(6,072,548) (6,072,548)
- -
Convertible bonds (€)
(27,625,000) (27,625,000)
- -
Total
US$
Fixed rate
US$
Floating rate
US$
Non-interest
bearing
US$
31 December 2024
Financial assets at fair value through profit or
loss (US$)
124,487,606
-
-
124,487,606
Loans and lending facilities (US$)
33,685,551
33,685,551
- -
Accounts receivable and accrued income (US$) 796,846
- -
796,846
Cash at bank (€) 463,940
- -
463,940
Cash at bank (GBP)
1,068
- -
1,068
Convertible bonds (€)
(25,972,500) (25,972,500)
- -
NOTES TO THE FINANCIAL STATEMENTS
93
Maximum exposure to credit risk
The table below shows the maximum exposure to credit risk for each component of the statement of financial position
as well as future loan commitments, irrespective of guarantees received:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
(i) As at 31 December 2023 the accounts receivable and accrued income after ECL was US$10,300,131 (see note 6).
US$4,046,027 of the 31 December 2023 accounts receivable and accrued income balance was made up of
dividends receivable from Monte Barreto. The impairment of the dividends receivable was assessed high in the
case of Monte Barreto in terms of the 3 stage model per IFRS 9 by assessing the credit risk of the counterparty
who declared the dividend. The delay in payment of the dividends receivable from Monte Barreto was due in part
to the current liquidity position of the Cuban financial system caused by the pandemic, increased U.S. sanctions
and the mixed effects of the Cuban monetary reforms. The dividend receivable was assessed at Stage 3 of the IFRS
ECL impairment model and accordingly, Management had made an assessment of the expected credit loss over
time taking into account all reasonable and supportable information that was available, which includes both
internal and external information. The total amount of credit impaired receivables at 31 December 2023 related to
Monte Barreto was US$2,023,013. Management was able to recover US$14,999,014 of the provisioned dividends
receivable from Monte Barreto through various transactions. In April 2023, Monte Barreto transferred US$250,000
to the Cuban bank account of CPC to be used to pay local operating expenses of the Company. Management also
arranged to have Monte Barreto transfer US$14,300,000 to Miramar.
The Company holds its cash and cash equivalents at financial institutions located in the countries listed below. Also
included in the following table are the credit ratings of the corresponding financial institutions, as determined by
Moody’s:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
31 Dec 2024
US$
31 Dec 2023*
US$
Loans and lending facilities
33,685,551 64,127,673
Accounts receivable and accrued income (i)
796,846 12,323,144
Cash and cash equivalents 465,008 6,498,762
Total maximum exposure to credit risk
34,947,405 82,949,579
Credit Rating
31 Dec 2024
US$
31 Dec 2023*
US$
Cash at bank
Cuba
Caa2 -
490,527
United Kingdom
n/a
261,440
122,397
Spain
Baa2
23,764 356,016
Spain
Baa2
179,804 5,065,869
Spain
A3
-
444,464
465,008 6,479,273
Cash in hand
Cuba
-
19,489
465,008 19,489
Total cash and cash equivalents
465,008
6,498,762
NOTES TO THE FINANCIAL STATEMENTS
94
Guarantees received
The amount and type of guarantees required depends on an assessment of the credit risk of the counterparty. The
Company has neither financial nor non-financial assets obtained as property on executed guarantees. See note 7
regarding guarantees obtained for loans and lending facilities.
Liquidity risk
Liquidity risk is the risk that the Company will encounter in realising its non-cash assets or otherwise raising funds to
meet financial commitments. Assets principally consist of unlisted securities and loans, which are not readily realisable.
If the Company, for whatever reason, wished to dispose of these assets quickly, the realisation values may be lower
than those at which the relevant assets are held in the statement of financial position. (For maturities of financial
assets and liabilities refer to notes 6, 7 and 11).
Although the Company has a number of liabilities (see note 11 - Accounts payable and accrued expenses and note 12 -
Short-term borrowings), Management assesses the liquidity risk of the Company to be low because the Company has a
sufficient amount of cash and cash equivalents.
On 31 March 2021, the Company issued €25,000,000 (US$29,312,500 equivalent at date of issue) in Bonds (see note
13). The Bonds had a term of 5 years expiring on 31 March 2026, an interest rate of 10.00%, payable quarterly, and are
convertible at the option of the Bondholders to Ordinary Shares of the Company.
On 3 February 2025 the Company announced that the repayment terms of the Bonds had been amended so that the
Bonds will be repaid in five equal annual instalments of €5 million, starting in 2025 and ending in 2029. The interest
rate will remain at 10% per annum until 31 March 2026 and will be 15% per annum thereafter.
The Company currently has sufficient cash and cash equivalents to cover the quarterly interest payments.
The estimated timing of the undiscounted contracted cash flows associated with the Bonds issued on 31 March 2021
including interest and principal payments at 31 December 2024 are as follows:
The Company also has entered into the Construction Facility for the purpose of extending to TosCuba part of the
funding necessary for the construction of the Meliá Trinidad Península Hotel (see note 6). Following an amendment to
capitalise outstanding interest in December 2024, the outstanding principal amount of the Construction Facility is
US$65,000,000, divided into two separate tranches: Tranche A of US$30,722,953.29 and Tranche B of
US$34,277,046.71. The Company has the right to syndicate its interest in Tranche B of the Construction Facility to
other lenders
Capital management
The Company maintains an actively managed capital base to support its business activities, mitigate inherent risks, and
safeguard the interests of its Shareholders. The primary objectives of the Company’s capital management strategy are
to preserve financial stability and maintain sufficient liquidity to support ongoing operations and strategic initiatives
and optimize the capital structure to enhance shareholder value.
The Company continuously reviews and adjusts its capital structure in response to economic conditions, investment
opportunities, and the risk profile of its activities. Capital management actions may include the distribution of
dividends, share buybacks, or other capital allocation strategies aimed at maximizing shareholder returns. When
conditions permit, and if the Company’s share price trades at a significant discount to net asset value (NAV), the
Company may undertake share buybacks as a means of capital return.
No changes were made to the Company’s capital management objectives, policies, or processes from the previous
reporting period.
The capital base managed by the Company is composed of stated capital, reserves and retained profits that amount at
31 December 2024 and 2023 to a total of US$129,968,866 and US$206,871,465, respectively. The Company is not
subject to external capital requirements.
31 Dec 2024
US$
31 Dec 2023
US$
Between 31 and 90 days 649,313 698,299
Between 91 and 180 days 656,527 698,299
Between 181 and 1 year
1,327,483 1,411,944
Between 1-2 years
26,621,813
2,800,868
Between 2-3 years - 28,315,625
29,255,136 33,925,035
NOTES TO THE FINANCIAL STATEMENTS
95
20. FAIR VALUE DISCLOSURES
Key sources of estimation uncertainty
Determining fair values
The determination of fair values for investment and financial assets and liabilities for which there is no observable
market price requires the use of valuation techniques as described in note 3.7. For financial instruments that trade
infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgement
depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting the
specific instrument.
Critical accounting judgements in applying the Company’s accounting estimates
Valuation of financial instruments
The Company’s accounting policy on fair value measurements is discussed in note 3.7.
The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs
used in making the measurements:
• Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
• Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived
from prices). This category includes instruments valued using: quoted prices in active markets for similar
instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or
other valuation techniques for which all significant inputs are directly or indirectly observable from market data.
• Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments for
which the valuation technique includes inputs not based on observable data and the unobservable inputs have a
significant effect on the instrument’s valuation. This category includes instruments that are valued based on
quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required
to reflect differences between the instruments.
Fair values of financial assets and financial liabilities that are traded in active markets are based on quoted prices or
dealer price quotations. The Company does not currently have any financial assets or financial liabilities trading in
active markets.
For all other financial instruments, the Company determines fair values using valuation techniques. Valuation
techniques include net present value and discounted cash flow models, comparison to similar instruments for which
market observable prices exist and other valuation models. Assumptions and inputs used in valuation techniques
include risk-free and benchmark interest rates and foreign currency exchange rates. The objective of valuation
techniques is to arrive at a fair value determination that reflects the price of the financial instrument at the reporting
date that would have been determined by market participants acting at arm’s length.
For certain underlying instruments, the Company uses proprietary valuation models, which usually are developed from
recognised valuation models. Some or all of the significant inputs into these models may not be observable in the
market are derived from market prices or rates or are estimated based on assumptions. Examples of instruments
involving significant unobservable inputs include the underlying investments of the Company in Cuban joint venture
companies. Valuation models that employ significant unobservable inputs require a higher degree of management
judgement and estimation in the determination of fair value. Management judgement and estimation are usually
required for selection of the appropriate valuation model to be used, determination of expected future cash flows on
the financial instrument being valued, selection of appropriate discount rates and an estimate of the amount of cash
required for working capital needs of the joint ventures in order to determine if they hold any Excess Cash.
NOTES TO THE FINANCIAL STATEMENTS
96
The table below analyses financial instruments measured at fair value at the end of the reporting period by the level in
the fair value hierarchy into which the fair value measurement is categorised:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
The following table shows a reconciliation from the beginning balances to the ending balances for fair value
measurements in Level 3 of the fair value hierarchy:
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
31 Dec 2024
US$
Level 1 Level 2 Level 3 Total
Financial assets at fair value
through profit or loss
- -
124,487,606 124,487,606
Loans and lending facilities
- -
33,685,551 33,685,551
- -
158,173,157 158,173,157
Unlisted private equity investments
31 Dec 2024
US$
31 Dec 2023*
US$
Initial balance 164,736,693 154,221,877
Derecognition of underlying equity investments
(164,736,693)
-
Recognition of CPC investment
143,965,158
-
Capital investment
-
14,300,000
Total losses recognised in income or loss
(16,118,912) (7,528,953)
Cash transfers from equity investment to the Company
(3,358,640)
-
Foreign currency translation reserve
-
3,743,769
Final balance
124,487,606 164,736,693
Total losses for the year included in income or loss relating to
assets and liabilities held at the end of the reporting year
(16,118,912) (7,528,953)
(16,118,912) (7,528,953)
31 Dec 2023*
US$
Level 1 Level 2 Level 3 Total
Equity investments
- -
164,736,693 164,736,693
- -
164,736,693 164,736,693
NOTES TO THE FINANCIAL STATEMENTS
97
21. CLASSIFICATIONS OF FINANCIAL ASSETS AND LIABILITIES
The table below provides a reconciliation of the line items in the Company’s statement of financial position to the
categories of financial instruments.
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
There was one reclassification of financial assets during the year ended 31 December 2024 due to the Company’s
change in business model (year ended 31 December 2023: nil).
31 Dec 2023*
US$
Note
Fair value
through
profit or loss
Cash and
Financial assets
at amortised
cost
Financial
liabilities at
amortised cost
Total carrying
amount
Cash and cash equivalents
4 -
6,498,762
-
6,498,762
Accounts receivable and accrued income 5 -
10,300,131
-
10,300,131
Loans and lending facilities
6 -
64,127,673
-
64,127,673
Equity investments
7
164,736,693
- -
164,736,693
164,736,693
80,926,566
-
245,663,259
Accounts payable and accrued expenses
10
- -
5,878,472 5,878,472
Short-term borrowings
11
- -
6,072,548 6,072,548
Convertible bonds
12
- -
27,625,000 27,625,00
- -
39,576,020 39,576,020
31 Dec 2024
US$
Note
Fair value
through
profit or loss
Cash and
Financial assets
at amortised
cost
Financial
liabilities at
amortised cost
Total carrying
amount
Cash and cash equivalents
4 -
465,008
-
465,008
Accounts receivable and accrued income 5 -
796,846
-
796,846
Loans and lending facilities
6
33,685,551
-
-
33,685,551
Financial assets
at fair value through profit or loss
7
124,487,606
- -
124,487,606
158,173,157
1,261,854
-
159,435,011
Accounts payable and accrued expenses
10
- -
3,493,645 3,493,645
Convertible bonds
12
- -
25,972,500 25,972,500
- -
29,466,145 29,466,145
NOTES TO THE FINANCIAL STATEMENTS
98
22. AUDIT FEES
Audit fees incurred for the year were as follows:
23. EVENTS AFTER THE REPORTING PERIOD
Bond restructuring
On 13 January 2025, the Company announced proposals to the Bondholders to approve, by way of extraordinary
resolutions, the entering into of an amendment agreement to modify the original Bond instrument dated 22 March
2021 constituting the Bonds. On 3 February 2025, the Company announced that over 85% of the principal amount of
the Bonds had voted in favour of the extraordinary resolutions and the amendment agreement was executed and
came into effect.
The principal amendments made to the terms of the Bonds include the modification of the payment schedule from a
single €25 million bullet payment due on 31 March 2026 to five equal annual instalments of €5 million, to be made
starting in June 2025 and on 31 March each year thereafter, with the new final maturity date of the Bonds being 31
March 2029.
As a result of the restructuring of the Bonds, and based on the agreement with AFML that the Company will first pay
AFML before making payments to Bondholders, the Company is obliged to pay 20% of the outstanding principal of the
deferred management fees to AFML before making any partial payment to Bondholders.
Directorate changes
Keith Corbin and Jemma Freeman have given notice of their intention to step down as Non-Executive Directors of the
Company at the forthcoming Annual General Meeting of the Company to be held in June 2025.
Trevor Bowen have given notice that it is his intention to stepdown from the Board by the time of the Board meeting
due to be held in mid-September 2025.
The selection process for their replacements is currently underway.
31 Dec 2024
US$
31 Dec 2023
US$
Audit fee expense 232,083 314,054
NOTES TO THE FINANCIAL STATEMENTS
99
COMPANY BACKGROUND / HISTORY
The Company was incorporated in 1995 in Guernsey as a closed-ended investment company for the purpose of
investing in Cuba. The Company made its first Cuban investment in 1996 and its portfolio subsequently included
interests in a variety of Cuban assets and businesses, including biotechnology ventures, mining, residential real estate,
consumer/industrial ventures and trade finance.
In 2002, a new external investment manager was appointed to manage the Company. The founders of this external
manager included Sebastiaan A.C. Berger and Cameron Young. Paul Austin subsequently joined the Company’s
management team in 2005.
Under this new external investment manager, the Company began to focus its investment activities on the Cuban real
estate and tourism sectors and disposed of its interests in non-complementary assets and businesses. In repositioning
the business of the Company during this period, the Company developed a new investment strategy with the following
main features:
• to acquire ownership interests in Cuban joint venture companies that own high-quality Cuban commercial real
estate and hotel assets;
• to pursue investments in development projects through the entering into of new joint ventures with the Cuban
government or other investments, or the acquisition of interests in existing joint ventures or other investments;
• to arrange secured financing for Cuban borrowers, primarily in the tourism sector;
• to establish a professional “on-the-ground” management team with experience in negotiating, managing and
exiting investments in Cuba; and
• to pay a regular annual dividend to Shareholders.
The Company was listed on the Irish Stock Exchange from 1996 to 2002 and subsequently on the Channel Islands Stock
Exchange from 2004 until the end of 2010. During the period from 2011 to 2018 the Company was unlisted and
internally-managed.
The Company is regulated by the Guernsey Financial Services Commission as a Registered Closed-Ended Collective
Investment Scheme with effect from 11 September 2018 under The Protection of Investors (Bailiwick of Guernsey) Law,
2020 as amended. The Ordinary Shares of the Company are listed on the Specialist Fund Segment of the London Stock
Exchange’s Main Market under the symbol CBA (ISIN: GG00BFMDJH11). The Company’s Bonds are listed on The
International Stock Exchange, Guernsey under the symbol CEIB1026 (ISIN: GG00BMV37C27). The Ordinary Shares and
Bonds of the Company should only be considered appropriate for professional investors.
The executive management team consists of Sebastiaan A.C. Berger, Cameron Young and Paul Austin.
WEBSITE
Further information on the Company can be found on its own dedicated website: ceibainvest.com. This allows web
users to access information on the Company’s share price performance, capital structure, stock exchange
announcements and reports.
DIRECT
Investors can buy and sell shares in the Company directly through a stockbroker or indirectly through a lawyer,
accountant or other professional adviser.
SHAREHOLDER ENQUIRIES
For internet users, detailed data on the Company, including price, performance information and regular Company
updates are available from the Company’s website (ceibainvest.com).
In the event of queries regarding their holdings of shares, lost certificates, dividend payments, registered details, etc.,
Shareholders holding their shares in the Company directly should contact the registrars, MUFG Group, at 10
th
Floor,
Central Square, 29 Wellington Street, Leeds, LS1 4DL or Tel: 0371 664 0391. Lines are open 9.00 a.m. to 5.30 p.m.
(London Time) Monday to Friday. Calls may be recorded and monitored randomly for security and training purposes.
Changes of address must be notified to the registrars in writing.
Any general enquiries about the Company should be directed to the Company Secretary, NSM Funds Limited or by
email to fundoperations@nsm.group.
INVESTOR INFORMATION
INVESTOR INFORMATION
100
KEY INFORMATION DOCUMENT (“KID”)
The KID relating to the Company and can be found on the Company’s website: ceibainvest.com
DISCRETIONARY PRIVATE CLIENT STOCKBROKERS
If you have a large sum to invest, you may wish to contact a discretionary private client stockbroker. They can manage
your entire portfolio of shares and will advise you on your investments. To find a private client stockbroker visit the
Wealth Management Association at www.pimfa.co.uk.
INDEPENDENT FINANCIAL ADVISERS
To find an adviser who recommends on investment trusts, visit www.unbiased.co.uk.
REGULATION OF STOCKBROKERS
Before approaching a stockbroker, always check that they are regulated by the Financial Conduct Authority: Tel: 0800
111 6768 or at www.fca.org.uk/firms/systemsreporting/register/search or email: register@fca.org.uk
NOTE
Please remember that past performance is not a guide to the future. Stock market and currency movements may
cause the value of shares and the income from them to fall as well as rise and investors may not get back the amount
they originally invested.
As with all equity investments, the value of investment trusts purchased will immediately be reduced by the difference
between the buying and selling prices of the shares, the market maker’s spread.
Investors should further bear in mind that the value of any tax relief will depend on the individual circumstances of the
investor and that tax rates and reliefs, as well as the tax treatment of ISAs may be changed by future legislation.
INVESTOR INFORMATION
101
GLOSSARY OF TERMS AND DEFINITIONS AND ALTERNATIVE PERFORMANCE MEASURES
TERMS AND DEFINITIONS
Abacus
Arlington Consulting – Consultadoria Imobiliaria Limitada, trading under the name
Abacus.
AFML
Abrdn Fund Managers Limited, a wholly owned subsidiary of abrdn plc who until 30
June 2023 acted as the Alternative Investment Fund Manager for the Group.
AGM
The Annual General Meeting of the Company to be held on 3 July 2025.
AIC
The Association of Investment Companies - the AIC is the trade body for closed-ended
investment companies (www.theaic.co.uk).
Alternative Performance
Measure or APM
An alternative performance measure is a financial measure of historical or future
financial performance, financial position, or cash flows, other than a financial measure
defined or specified in the applicable financial reporting framework.
Articles
Articles of Incorporation of the Company
Bondholders
Registered holders of the Bonds.
Bonds
€25 million senior unsecured convertible bonds due 2025-2029.
CEIBA or the Company
CEIBA Investments Limited.
CEIBA MTC Properties
CEIBA MTC Properties Inc., a subsidiary of the Company.
CEIBA Tourism
CEIBA Tourism B.V., a subsidiary of the Company.
Construction Facility
The construction finance agreement entered into by the Company on 30 April 2018 and
amended on 19 August 2021, 30 September 2023 and 27 December 2024 in connection
with the construction of the Meliá Trinidad Península Hotel.
CPC
CEIBA Property Corporation Limited, a subsidiary of the Company.
Cubanacán
Cubanacán S.A., Corporación de Turismo y Comercio Internacional, a Cuban company.
CUP
Cuban Pesos, the lawful currency of Cuba.
Discount
The amount by which the market price per share of an investment trust is lower than
the NAV per share. The discount is normally expressed as a percentage of the NAV per
share.
Dividend
Income from an investment in shares.
Dividend yield
The annual dividends expressed as a percentage of the current share price.
EBITDA
Earnings Before Interest, Tax, Depreciation & Amortisation, a measure of the overall
financial performance.
ECL
Expected credit loss.
Excess Cash
Cash held by a joint venture company in excess of its working capital needs.
Executives or Management
Sebastiaan Berger, Cameron Young and Paul Austin
Financial Conduct Authority or
FCA
The FCA issues the Listing Rules.
GBM Mariel
Grupo B.M. Interinvest Technologies Mariel S.L., a Spanish company in which the
Company has a 50% interest.
Gearing
Investment Trusts can 'gear' or borrow money to invest but unit trusts are limited in this
respect. Gearing can magnify a fund’s return; however, a geared investment is riskier
because of the borrowed money.
GrandSlam
GrandSlam Limited, formerly a subsidiary of the Company.
Gross Asset Value
The aggregate value of the total assets of the Company as determined in accordance
with the accounting principles adopted by the Company from time to time.
Group
CEIBA, CPC and its subsidiaries.
HOMASI
HOMASI S.A., a subsidiary of the Company.
Hotels or Hotel Assets
The Havana Hotel, the Varadero Hotels and the Trinidad Hotel.
IFRS
IFRS Accounting Standards as issued by the International Accounting Standards Board.
Key Performance Indicators or
KPIs
Key Performance Indicators are factors by reference to which the development,
performance or position of the business of the Company can be measured effectively.
GLOSSARY OF TERMS AND DEFINITIONS AND ALTERNATIVE
PERFORMANCE MEASURES
102
GLOSSARY OF TERMS AND DEFINITIONS AND ALTERNATIVE PERFORMANCE MEASURES
Listing
The Company’s shares were listed on the Specialist Fund Segment of the London Stock
Exchange on 22 October 2018.
Management Agreement
The management agreement executed between the Company and AFML on 31 May
2018 and terminated on 30 June 2023.
Market Capitalisation
A measure of the size of an investment Company calculated by multiplying the number
of shares in issue by the price of the shares.
Meliá Habana Hotel or the
Havana Hotel
The Meliá Habana Hotel located in Havana, Cuba.
Meliá Hotels International
Meliá Hotels International S.A.
Meliá Las Américas Hotel
The Meliá Las Américas Hotel located in Varadero, Cuba.
Meliá Trinidad Península Hotel or
the Trinidad Hotel
The Meliá Trinidad Península Hotel located near Trinidad, Cuba.
Meliá Varadero Hotel
The Meliá Varadero Hotel located in Varadero, Cuba.
Miramar
Miramar S.A., a Cuban joint venture company in which the Company has an equity
interest.
Monte Barreto
Inmobiliaria Monte Barreto S.A., a Cuban joint venture company in which the Company
has an equity interest.
Mosaico Hoteles
Mosaico Hoteles S.A., a subsidiary of the Company, merged with HOMASI in December
2023.
Net Asset Value or NAV
The value of total assets less liabilities attributable to the shareholders of the Company
(excluding non-controlling interests). Liabilities for this purpose includes current and
long-term liabilities. The NAV divided by the number of shares in issue produces the
NAV per share.
NAV Total Return
A measure showing how the NAV per share has performed over a period of time, taking
into account both capital returns and dividends paid to shareholders. The AIC shows
NAV total return as a percentage change from the start of the period. It assumes that
dividends paid to shareholders are reinvested at NAV at the time the shares are quoted
ex-dividend. NAV total return shows performance which is not affected by movements
in discounts and premiums. It also takes into account the fact that different investment
companies pay out different levels of dividends.
Ongoing Charges
Ratio of expenses as percentage of average daily shareholders’ funds calculated as per
the AIC’s industry standard method.
Ordinary Shares or Shares
Ordinary shares of the Company.
Other Cuban Assets
Other Cuba-related businesses in which the Company may invest in accordance with its
Investment Policy.
Premium
The amount by which the market price per share of an investment trust exceeds the
NAV per share. The premium is normally expressed as a percentage of the NAV per
share.
Prior Charges
The name given to all borrowings including debentures, long term loans and short-term
loans and overdrafts used for investment purposes, reciprocal foreign currency loans,
currency facilities to the extent that they are drawn down, index-linked securities, and
all types of preference or preferred capital and the income shares of split capital trusts,
irrespective of the time until repayment.
Prospectus
A formal document that provides details about an investment offering for sale to the
public. A prospectus is used to help investors make a more informed investment
decision. The Company’s prospectus is available on the Company’s website at
ceibaivest.com.
RevPAR
Revenue per available room.
SFS
The Specialist Fund Segment of the Main Market of the London Stock Exchange.
Sol Palmeras Hotel
The Sol Palmeras Hotel located in Varadero, Cuba.
TosCuba
TosCuba S.A., a Cuban joint venture company in which the Company has an equity
interest.
Total assets
The total assets less current liabilities as shown on the Balance Sheet with the addition
of Prior Charges (as defined above).
Total Return
Total Return involves reinvesting the net dividend in the month that the share price
goes ex-dividend. The NAV Total Return involves investing the same net dividend in the
NAV of the Company on the date to which that dividend was earned, e.g. quarter end,
half year or year end date.
Varadero Hotels
The Meliá Las Américas Hotel, the Meliá Varadero Hotel and the Sol Palmeras Hotel.
103
GLOSSARY OF TERMS AND DEFINITIONS AND ALTERNATIVE PERFORMANCE MEASURES
ALTERNATIVE PERFORMANCE MEASURES
Alternative performance measures are numerical measures of the Company’s current, historical or future
performance, financial position or cash flows, other than financial measures defined or specified in the applicable
financial framework. The Directors assess the Company’s performance against a range of criteria which are viewed as
particularly relevant for closed-end investment companies.
Discount to NAV
The discount reflects the amount by which the share price of the Company is below the NAV per share expressed as a
percentage of the NAV per share. As at 31 December 2024, the share price was 24p / US$0.30 and the net asset value
per share was 0.75p / US$0.94, and the discount was therefore 68%.
NAV Return
The table below provides information relating to the NAV of the Company for the years ending 31 December 2024 and
2023.
Ongoing charges
The ongoing charges are based on actual costs incurred in the year excluding any non-recurring fees in accordance
with the AIC methodology. Expense items have been excluded in the calculation of the ongoing charges figure when
they are not deemed to meet the following AIC definition: “Ongoing charges are those expenses of a type which are
likely to recur in the foreseeable future, whether charged to capital or revenue, and which relate to the operation of
the investment company as a collective fund, excluding the costs of acquisition/disposal of investments, financing
charges and gains/losses arising on investments. Ongoing charges are based on costs incurred in the year as being the
best estimate of future costs.”
The table below provides information relating to the ongoing charges of the Company for the years ending 31
December 2024 and 2023.
* Consolidated and includes amounts of CEIBA Investments Limited and its subsidiaries, see note 4 for details of the
transition to IFRS 10 investment entity. The prior year consolidated numbers may not be comparable to the stand-alone
numbers of 31 December 2024.
2024
US$
2023
US$
Opening NAV per share
1.15 1.03
Closing NAV per share
0.94
1.15
NAV return
(18.0)%
11.6%
2024
US$
2023*
US$
Total expenses per statement of comprehensive income
31,111,241 15,047,670
Adjustments (items to exclude):
Foreign exchange loss
-
(64,522)
Interest expense on bonds
(2,692,170) (2,952,587)
Net loss in fair value of financial assets at fair value through
profit or loss
(16,118,912)
-
Net loss in fair value of loans and lending facilities at fair
value through profit or loss
(10,811,357)
-
Loss on change in fair value of equity investments
-
(7,528,953)
Expected credit losses
-
(312,623)
Non-recurring management fees
-
(543,391)
Total Annualised ongoing charges
1,488,802
3,645,594
Average undiluted net asset value in the period
155,642,601 153,495,854
Ongoing charges (%)
0.96%
2.38%
104
GLOSSARY OF TERMS AND DEFINITIONS AND ALTERNATIVE PERFORMANCE MEASURES
Loan-To-Value (“LTV”)
The Company calculates its loan-to-value as the fair value of the convertible bond as a percentage of the NAV excluding
the convertible bond.
Reconciliation between stand-alone statement presentation as an investment entity and the former consolidated
statement presentation
For information purposes, see below comparisons of the statements of financial position and comprehensive income
of the Company at 31 December 2024 that show the differences between the new stand-alone presentation and the
previous consolidated presentation, as if the accounts of the Company were still consolidated:
Reconciliation between stand-alone statement of financial position as an investment entity and the former
consolidated statement of financial position presentation:
2024
US$
2023
US$
Convertible bond
25,972,500 27,625,000
NAV excluding the convertible bond
155,941,366 186,144,549
LTV percentage
16.7% 14.8%
31 Dec 2024
Stand-alone
US$
Subsidiary
balance
adjustments
US$
31 Dec 2024
Consolidated
US$
31 Dec 2023
Consolidated
US$
Assets
Cash and cash equivalents
465,008 13,246,166
13,711,174
6,498,762
Accounts receivable and accrued income
796,846 7,824,480
8,621,326
10,300,131
Loans and lending facilities
33,685,551
13,948,892 47,634,443
64,127,673
Financial assets
at fair value through profit or loss
124,487,606
(124,487,606)
-
-
Equity investments
-
140,165,695 140,165,695
164,736,693
Investment in associate
-
206,259 206,259 206,259
Property, plant and equipment
-
554,724 554,724 578,147
Total assets
159,435,011
51,458,610 210,893,621
246,447,665
Liabilities
Accounts payable and accrued expenses
3,493,645 3,644,344
7,137,989 5,878,472
Short-term borrowings
-
7,983,788 7,983,788
6,072,548
Convertible bonds
25,972,500
-
25,972,500 27,625,000
Total liabilities
29,466,145
11,628,132
41,094,277 39,576,020
Equity attributable to CEIBA at fair value
129,968,866
-
129,968,866 158,519,549
Non-controlling interest
-
39,830,478 39,830,478
48,352,096
Total equity
129,968,866
39,830,478
169,799,344
206,871,645
Total liabilities and equity
159,435,011
51,458,610 210,893,621
246,447,665
NAV
129,968,866 129,968,866
158,519,549
NAV per share
0.94 0.94
1.15
105
GLOSSARY OF TERMS AND DEFINITIONS AND ALTERNATIVE PERFORMANCE MEASURES
Reconciliation between stand-alone statement of comprehensive income as an investment entity and the former
consolidated statement of comprehensive income presentation:
31 Dec 2024
Stand-alone
US$
Subsidiary
balance
adjustments
US$
31 Dec 2024
Consolidated
US$
31 Dec 2023
Consolidated
US$
Income
Dividend income -
6,305,640
6,305,640
8,532,677
Interest income
951,602 1,783,162
2,734,764
4,516,731
Other income
-
226,044 226,044
586,598
Travel agency commissions
- -
-
9,903
Reversal of expected credit losses
- -
-
17,022,028
Foreign exchange gain
1,608,956
(1,059,367)
549,589
-
Share of income of associate
- -
-
92,752
2,560,558
7,255,479
9,816,037 30,760,689
Expenses
Net loss in fair value of financial asset at fair
value through profit or loss
(16,118,912) (1,459,099)
(17,578,011)
-
Net gains in fair value of loans and lending
facilities at fair value through profit or loss
(10,811,357)
(2,392,941) (13,204,298)
-
Loss on change in fair value of equity
investments
- -
-
(7,528,953)
Foreign exchange loss
- -
-
(64,522)
Operational expenses
(1,488,802) (3,031,684) (4,520,486) (4,478,452)
Interest expense
(2,692,170) (319,998) (3,012,168) (2,952,587)
Depreciation
-
(27,342) (27,342) (23,156)
(31,111,241) (7,231,064) (38,342,305)
(15,047,670)
Net (loss) / profit before taxation
(28,550,683)
24,415
(28,526,268)
15,713,019
Income taxes
- - -
-
Net (loss) / profit for the period
(28,550,683)
24,415
(28,526,268)
15,713,019
Other comprehensive income
to be reclassified to profit or loss
in subsequent periods
(Loss) / profit on exchange differences of
translation of foreign operations
-
(6,992,987) (6,992,987)
3,512,691
Total comprehensive (loss) / profit
(28,550,683) (6,968,572) (35,519,255)
19,225,710
Total comprehensive (loss) / profit
attributable to:
CEIBA interest
(28,550,683)
-
(28,550,683)
16,441,044
Non-controlling interest
-
(6,968,572) (6,968,572)
2,784,666
Basic and diluted (loss) / profit per share
(0.21) (0.21)
0.10
106
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the
action you should take, you are recommended to seek immediately your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant, or other independent professional adviser.
If you have sold or transferred all of your registered holding of Shares, please forward this document and the
documents accompanying it to the purchaser or transferee or to the stockbroker, bank or other agent through or by
whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold or
transferred part only of your registered holding of Shares, please contact the stockbroker, bank or other agent through
whom the sale or transfer was effected.
Notice of the Annual General Meeting of Shareholders of the Company to be held at Les Echelons Court, Les Echelons,
St. Peter Port, Guernsey GY1 1AR, Channel Islands on 3 July 2025 at 12:30 p.m. is set out in Appendix 1 to this
document.
The Notice of Annual General Meeting contained in this document sets out the business to be carried out by way of
ordinary and extraordinary resolutions to be proposed at the Meeting. The Meeting will be chaired by the Chairman of
the Board or, in his absence, by a chairman to be elected at the meeting.
The quorum for the Meeting is at least two members present in person or by proxy. At the Meeting, the ordinary
resolutions will be decided on a show of hands (unless a poll is requested) and on a show of hands every shareholder
who is present in person or by proxy will have one vote. In order to be validly passed, the resolutions which are
proposed as ordinary resolutions will need to be approved by not less than 50% of shareholders, present in person or
by proxy and entitled to vote. For extraordinary resolutions these will be decided on a show of hands (unless a poll is
requested) and on a show of hands every shareholder who is present in person or by proxy will have one vote. In
order to be validly passed, the resolutions which are proposed as extraordinary resolutions will need to be approved
by not less than 75% of shareholders, present in person or by proxy and entitled to vote.
If, within half an hour from the appointed time for the Meeting, a quorum is not present, then the Meeting will stand
adjourned for 14 days at the same time and place. No notice of adjournment will be given.
CEIBA INVESTMENTS LIMITED
(Company Registration no. 30083)
(a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey)
(the “Company”)
NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY
to be held on 3 July 2025
107
CEIBA INVESTMENTS LIMITED
(Company registration number 30083)
(a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey)
(the “Company”)
Registered office:
Les Echelons Court, Les Echelons,
St. Peter Port, Guernsey
GY1 1AR, Channel Islands
28 April 2025
Dear Shareholders,
The purpose of this document is to give notice of the Annual General Meeting of the Company scheduled for 3 July 2025
at 12:30 p.m. (the “Meeting”). The formal Notice of the Meeting is set out in Appendix 1 of this document.
In addition to the ordinary business of the Meeting, there is one extraordinary resolution being proposed. Details of the
ordinary and extraordinary business to be proposed at the Meeting are set out below.
Matters to be dealt with at the meeting:
The resolutions that will be put to Members at the Meeting are as follows:
(a) as to ordinary business (Resolutions 1-8):
i. to receive and adopt the Financial Statements and Directors' Report for the year ended 31 December 2024;
ii. to re-appoint Grant Thornton Limited as Auditor of the Company, to hold office until the conclusion of the next
Annual General Meeting of the Company, and to authorise the Board to determine their remuneration;
iii. to propose the re-election of Trevor Bowen, John Herring, Andrew Pegge and Simeon Goddard as directors of the
Company until the conclusion of the next Annual General Meeting of the Company; and
iv. to authorise the Company to buy back up to 10% of Ordinary Shares in issue as at the date of the resolution.
(b) as to extraordinary business (Resolution 9):
i. to authorise the Directors generally to issue securities of the Company representing up to 10% of the Ordinary
Shares, as if the pre-emption rights provided under Article 6.2 of the Articles of the Company did not apply.
The authority conferred by Resolutions 8 and 9, if passed, will lapse 15 months from the date of passing the Resolution,
or the conclusion of the Annual General Meeting of the Company to be held in 2026.
Resolutions 1 to 8 will be proposed as ordinary resolutions. Resolution 9 will be proposed as an extraordinary resolution.
An ordinary resolution requires a simple majority of the votes cast by Members entitled to vote and present in person or
by proxy to be cast in favour in order for it to be passed. An extraordinary resolution requires a majority of at least 75% of
the votes cast by Members entitled to vote and present in person or by proxy to be cast in favour in order for it to be
passed.
All Members are entitled to attend and vote at the Meeting. In accordance with the Articles, all Members entitled to vote
and present in person or by proxy at the Meeting shall upon a show of hands have one vote and upon a poll shall have
one vote in respect of each Ordinary Share held. In order to ensure that a quorum is present at the Meeting, it is
necessary for two or more Members present in person or by proxy.
The formal Notice convening the Meeting is set out in Appendix 1 of this document.
NOTICE OF ANNUAL GENERAL MEETING
108
Actions to be taken:
If you hold your Ordinary Shares in certificated form, your proxy vote must be submitted at www.signalshares.com so as
to have been received by the Company’s registrars, not less than 48 hours (excluding weekends and public holidays)
before the time appointed for the meeting or any adjournment of it. To register you will need your Investor Code which
can be found on your share certificate. By registering on the Signal shares portal at www.signalshares.com, you can
manage your shareholding, including:
• cast your vote
• change your dividend payment instruction
• update your address
• select your communication preference
If you need help with voting online please contact our Registrar, MUFG Corporate Markets by email at
shareholderenquiries@cm.mpms.mufg.com, or you may call MUFG Corporate Markets on 0371 664 0391 if calling from
the UK, or +44 371 664 0391 if calling from outside of the UK. Calls are charged at the standard geographic rate and will
vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are
open 9.00 a.m. - 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales).
If you hold shares in the CEIBA Investments Limited’s Nominee, you can vote in accordance with procedures set out in
note 2 of the Notes to the Notice of the Meeting.
Alternatively, if you hold your ordinary shares in uncertificated form through CREST, appoint your proxy through the
CREST proxy appointment service as detailed in notes 11-13 of the Notes to the Notice of the Meeting.
A Form of Proxy is set out in the Notice attached as Appendix 1 to this document, which contains information regarding
the matters to be dealt with at the Meeting. You are encouraged to complete and return the Form of Proxy in accordance
with the instructions printed thereon to the Company's Registrar, MUFG Corporate Markets at PXS1, Central Square, 29
Wellington Street, Leeds, LS1 4DL, or deliver it by hand during office hours only to the same address so as to be received
as soon as possible and in any event by no later than 12:30 p.m. on 1 July 2025. You will still be welcome to attend the
Meeting in person and vote if you wish.
To avoid the inconvenience of calling an adjourned meeting, we ask Members to submit their vote online at
www.signalshares.com or complete the enclosed proxy form and return it to MUFG Corporate Markets at PXS1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL , or deliver it by hand during office hours only to the same
address so as to be received as soon as possible and in any event by no later than 12:30 p.m. on 1 July 2025. This
will not preclude Members from attending and voting in person at the Meeting.
In the event that any situation should affect the plans to hold the Meeting on 3 July 2025 the Company will
update shareholders through an announcement to the London Stock Exchange and will provide further details
on the Company's website. The Board would encourage all shareholders to exercise their votes, and submit any
questions, in respect of the meeting in advance. This should ensure that your votes are registered in the event
that attendance at the Meeting might not be possible.
Recommendation
The Board considers that the above proposals are in the best interests of the Members as a whole. Accordingly, the
Board unanimously recommends that Members vote in favour of the resolutions to be proposed at the Meeting.
Yours faithfully,
John Herring, Chairman
For and on behalf of the Board of Directors
CEIBA Investments Limited
Encl. Appendix 1: Notice of the Meeting and Form of Proxy
NOTICE OF ANNUAL GENERAL MEETING
109
APPENDIX 1
CEIBA INVESTMENTS LIMITED
(THE “COMPANY”)
Registered No: 30083
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of the Company will be held at Les Echelons
Court, Les Echelons, St. Peter Port, Guernsey, GY1 1AR Channel Islands on 3 July 2025 at 12:30 p.m. for the purpose of
considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company (in the case of
resolutions 1 to 8) and an extraordinary resolution of the Company (in the case of resolution 9):
ORDINARY RESOLUTIONS
ORDINARY BUSINESS:
1. To receive and adopt the Financial Statements of the Company for the year ended 31 December 2024.
2. To re-appoint Grant Thornton Limited as Auditor of the Company, to hold office until the conclusion of the next
Annual General Meeting of the Company.
3. To authorise the Directors to fix the remuneration of the Company's Auditor until the next Annual General Meeting
of the Company.
4. To re-elect John Herring as a Director of the Company, to hold office until the conclusion of the next Annual General
Meeting of the Company.
5. To re-elect Trevor Bowen as a Director of the Company, to hold office until the conclusion of the next Annual General
Meeting of the Company.
6. To re-elect Andrew Pegge as a Director of the Company, to hold office until the conclusion of the next Annual General
Meeting of the Company.
7. To re-elect Simeon Goddard as Director of the Company, to hold office until the conclusion of the next Annual
General meeting of the Company.
8. To authorise the Company in accordance with section 315 of The Companies (Guernsey) Law, 2008 (as amended)
(the "Law") to make one or more market acquisitions (as defined in the Law) of its own Ordinary Shares either for
cancellation or to hold as treasury shares for future resale or transfer provided that:
(i) the maximum number of Ordinary Shares authorised to be purchased is a number up to 10 per cent. of the
aggregate number of Ordinary Shares in issue as at the date of the Annual General Meeting;
(ii) the minimum price which may be paid for an Ordinary Share is £0.01;
(iii) the maximum price which may be paid for an Ordinary Share will be the higher of (i) an amount equal to 105
per cent. of the average of the mid-market values of an Ordinary Share taken from the London Stock
Exchange Daily Official List for the five business days before the purchase is made; and (ii) the higher of the
price of the last independent trade or the highest current independent bid for Ordinary Shares on the London
Stock Exchange at the time the purchase is carried out; and
(iv) such authority shall expire on the earlier of the conclusion of the next annual general meeting of the Company
and the date 15 months after the date on which this resolution is passed.
NOTICE OF ANNUAL GENERAL MEETING
110
EXTRAORDINARY RESOLUTIONS
EXTRAORDINARY BUSINESS:
9. To authorise the Directors generally and unconditionally in accordance with Article 6.7 of the Articles of Incorporation
of the Company (the "Articles") to exercise all powers of the Company to issue equity securities (as defined in Article
6.1(a) of the Articles), or to grant the right to convert indebtedness into equity securities at a price per Ordinary Share
to be determined by the Board (including at a discount to NAV per Ordinary Share), as if the members’ pre-emption
rights contained in Article 6.2 of the Articles did not apply to any such issue or grant of right, provided that this power
shall be limited to the allotment and issue of up to 13,767,158 new ordinary shares of no par value in the Company
(representing 10 per cent. of the issued share capital of the Company as at 15 April 2025). Such power hereby
conferred shall expire on whichever is the earlier of: (i) the conclusion of the annual general meeting of the Company
to be held in 2026; or (ii) the date 15 months after the date on which this Extraordinary Resolution is passed (unless
renewed, varied or revoked by the Company prior to that date) save that the Company may, before such expiry,
make offers or agreements which would or might require equity securities to be issued after such expiry and the
Directors may issue equity securities in pursuance to such offers or agreements as if the authority conferred hereby
had not expired.
BY ORDER OF THE BOARD
NSM Funds Limited
Secretary
28 April 2025
NOTICE OF ANNUAL GENERAL MEETING
111
Notes to the Notice of the Meeting:
1. A member is entitled to attend and vote at the meeting provided that all calls due from him/her in respect of his/her
shares have been paid. A Member is also entitled to appoint one or more proxies to attend, speak and vote on his/
her behalf at the meeting. The proxy need not be a Member of the Company. Your proxy vote may be submitted at
www.signalshares.com or by completing the form of proxy that is enclosed with this Notice of Meeting. To be
effective, the instrument appointing a proxy (together with any power of attorney or other authority under which it is
executed or a duly certified copy of such power) must be received by MUFG Corporate Markets, PXS1, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, by no later than 12:30 p.m. on 1 July 2025 or not less than 48 hours
before (excluding weekends and bank holidays) the time for holding any adjourned meeting, as the case may be. A
corporation may execute a proxy under its common seal or by the hand of a duly authorised officer or other agent.
Completion and return of the form of proxy will not preclude Members from attending and voting in person at the
meeting. In the event that any situation should affect the plans to hold the AGM on 3 July 2025 the Company will
update shareholders through an announcement to the London Stock Exchange and will provide further details on
the Company's website. The Board would encourage all shareholders to exercise their votes, and submit any
questions, in respect of the meeting in advance. This should ensure that your votes are registered in the event that
attendance at the AGM might not be possible.
2. If you hold your shares in the CEIBA Investments Limited’s Nominee, your shares are held on your behalf in the name
of MUFG Corporate Markets Trustees (Nominees) Limited, who are the registered shareholder. You can tell them
how you want the votes in respect of your shares to be cast at the AGM by completing a Form of Instruction. This can
be done electronically at www.signalshares.com or by completing and returning a hard copy Form of Instruction. You
can request a hard copy form from MUFG Corporate Markets by emailing
shareholderenquiries@cm.mpms.mufg.com or calling on Tel: 0371 664 0391. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 09:00–17:30, Monday to Friday excluding public holidays in England and
Wales. To be effective, in either case the Form of Instruction must be received by MUFG Corporate Markets, PXS 1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL (together with any power of attorney or other authority under
which it is signed or a notarially certified copy of such power or authority) by no later than 12:30 p.m. on 30 June
2025 (or if the AGM is adjourned, 72 hours before the time fixed for the adjourned AGM, excluding any UK non-
working days).
MUFG Corporate Markets Trustees (Nominees) Limited will appoint the chair of the meeting as its proxy to cast
your votes. The appointed proxy may also vote or abstain from voting as they think fit on any other business
(including amendments to resolutions) which may properly come before the meeting.
3. If you wish to attend, and/or vote at the AGM, or appoint someone else to attend the AGM and vote on your behalf, you
must confirm this to MUFG Corporate Markets by email to Nominee.Enquiries@cm.mpms.mufg.com or in writing by
contacting MUFG Corporate Markets, 29 Wellington Street, Leeds, LS1 4DL by no later than 12:30 p.m. on 30 June 2025 (or
if the AGM is adjourned, 72 hours before the time fixed for the adjourned AGM, excluding any UK non-working days).
4. An ordinary resolution of the Members of the Company means a resolution passed by a simple majority.
5. An extraordinary resolution of the Members of the Company means a resolution passed by a majority of not less
than 75%.
6. The quorum for the Meeting is at least two Members present in person or by proxy. To allow effective constitution
of the Meeting, if it is apparent to the Chairman that no Members will be present in person or by proxy,
other than by proxy in the Chairman’s favour, then the Chairman may appoint a substitute to act as proxy in
his stead for any Member, provided that such substitute proxy shall vote on the same basis as the Chairman.
7. Joint registered holders of Ordinary Shares shall not have the right of voting individually in respect of such Ordinary
Share but shall elect one of their number to represent them and to vote whether in person or by proxy in their
name. In default of such election the person whose name stands first on the register of Members of the Company
shall alone be entitled to vote.
8. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only
those Members registered on the register of Members of the Company at close of business on 1 July 2025 (or in the
event that the Meeting is adjourned, only those Members registered on the register of Members of the Company as
at close of business on the day which is two days prior to the adjourned Meeting) shall be entitled to attend in person
or by proxy and vote at the Meeting in respect of the number of shares registered in their name at that time.
Changes to entries on the register of Members after that time shall be disregarded in determining the rights of any
person to attend or vote at the meeting.
9. A copy of this Notice of Meeting is available on the Company’s website: ceibainvest.com
10. The total issued share capital of the Company as at the date of this Notice of Meeting is 137,671,576 Ordinary Shares.
Pursuant to the Articles, on a show of hands every Member (being an individual) present in person or by proxy or
(being a corporation) present by a duly authorised representative shall have one vote on a show of hands, and one vote
per Ordinary Share on a poll (other than the Company itself where it holds its own shares as treasury shares).
NOTICE OF ANNUAL GENERAL MEETING
112
NOTICE OF ANNUAL GENERAL MEETING
11. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment
service may do so for the Meeting and any adjournment(s) thereof by utilising the procedures described in the
CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who
have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who
will be able to take the appropriate action on their behalf.
12. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a ‘‘CREST
Proxy Instruction’’) must be properly authenticated in accordance with Euroclear UK & International Limited’s (EUI)
specifications and must contain the information required for such instructions, as described in the CREST Manual.
The message must be transmitted so as to be received by the Company’s agent MUFG Corporate Markets, PXS1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL (CREST ID RA:10) by 12:30 p.m. on 1 July 2025. For this
purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message
by the CREST applications host) from which the Company’s agent is able to receive the message by enquiry to
CREST in the manner prescribed by CREST.
13. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI
does not make available special procedures in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member
or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s)
take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations
of the CREST system and timings. The Company may treat as invalid a CREST Proxy.
113
NOTICE OF ANNUAL GENERAL MEETING
CEIBA INVESTMENTS LIMITED
(the “Company”)
Registered No: 30083
PROXY
Form of Proxy for use by Shareholders at the Annual General Meeting of the Company to be held at Les Echelons
Court, Les Echelons, St. Peter Port, Guernsey, GY1 1AR, Channel Islands on 3 July 2025 at 12:30 p.m.
I / We
(full name(s) in block capitals)
of
(address in block capitals)
hereby
1. appoint the Chairman or the Company Secretary of the meeting (See Note 1 below)
or
2.
(name and address of proxy in block capitals)
as my / our proxy to attend, and on a poll, vote for me / us and on my / our behalf at the Annual General Meeting of
the Company to be held on 3 July 2025 at 12:30 p.m. and at any adjournment thereof.
I / We wish my / our proxy to vote as indicated below in respect of the ordinary resolutions to be proposed at the
Meeting. Please indicate which way you wish your proxy to vote by ticking the appropriate box alongside each resolution.
(See Note 2 below).
ORDINARY RESOLUTIONS
Ordinary Business
FOR
AGAINST
VOTE WITHHELD
DISCRETIONARY
1. THAT the Financial Statements of the Company for the year ended 31 December 2024
be received and adopted.
2. THAT the re-appointment of Grant Thornton Limited as Auditor of the Company be
approved, to hold office until the conclusion of the next Annual General Meeting of the
Company.
3. THAT the Directors be authorised to fix the remuneration of the Company's Auditor
until the next Annual General Meeting of the Company.
4. THAT the re-election of John Herring as a Director of the Company, to hold office until
the conclusion of the next Annual General Meeting of the Company, be approved.
5. THAT the re-election of Trevor Bowen as a Director of the Company, to hold office until
the conclusion of the next Annual General Meeting of the Company, be approved.
6. THAT the re-election of Andrew Pegge as a Director of the Company, to hold office until
the conclusion of the next Annual General Meeting of the Company, be approved.
7. THAT the re-election of Simeon Goddard as a Director of the Company, to hold office
until the conclusion of the next Annual General Meeting of the Company, be approved.
114
Signature (See Note 3 below) Date
ORDINARY RESOLUTIONS (continued)
Ordinary Business (continued)
EXTRAORDINARY RESOLUTIONS
Extraordinary Business
8. THAT the Company be authorised in accordance with section 315 of The Companies
(Guernsey) Law, 2008 (as amended) (the "Law") to make one or more market
acquisitions (as defined in the Law) of its own Ordinary Shares either for cancellation or
to hold as treasury shares for future resale or transfer provided that:
(i) the maximum number of Ordinary Shares authorised to be purchased is a number
up to 10 per cent. of the aggregate number of Ordinary Shares in issue as at the
date of the Annual General Meeting;
(ii) the minimum price which may be paid for an Ordinary Share is £0.01;
(iii) the maximum price which may be paid for an Ordinary Share will be the higher of
(i) an amount equal to 105 per cent. of the average of the mid-market values of an
Ordinary Share taken from the London Stock Exchange Daily Official List for the
five business days before the purchase is made; and (ii) the higher of the price of
the last independent trade or the highest current independent bid for Ordinary
Shares on the London Stock Exchange at the time the purchase is carried out; and
(iv) such authority shall expire on the earlier of the conclusion of the next annual
general meeting of the Company and the date 15 months after the date on which
this resolution is passed.
FOR
AGAINST
VOTE WITHHELD
DISCRETIONARY
FOR
AGAINST
VOTE WITHHELD
DISCRETIONARY
9. That the Directors be and are authorised generally and unconditionally in accordance
with Article 6.7 of the Articles of Incorporation of the Company (the "Articles") to
exercise all powers of the Company to issue equity securities (as defined in Article
6.1(a) of the Articles), or to grant the right to convert indebtedness into equity securities
at a price per Ordinary Share to be determined by the Board (including at a discount to
NAV per Ordinary Share) as if the members’ pre-emption rights contained in Article 6.2
of the Articles did not apply to any such issue or grant of right, provided that this power
shall be limited to the allotment and issue of up to 13,767,158 new ordinary shares of
no par value in the Company (representing 10 per cent. of the issued share capital of
the Company as at 15 April 2025. Such power hereby conferred shall expire on
whichever is the earlier of: (i) the conclusion of the annual general meeting of the
Company to be held in 2026 or (ii) the date 15 months after the date on which this
Extraordinary Resolution is passed (unless renewed, varied or revoked by the Company
prior to that date) save that the Company may, before such expiry, make offers or
agreements which would or might require equity securities to be issued after such
expiry and the Directors may issue equity securities in pursuance to such offers or
agreements as if the authority conferred hereby had not expired.
NOTICE OF ANNUAL GENERAL MEETING
115
NOTES:
1. If you wish to appoint as your proxy someone other than the Chairman or the Company Secretary of the meeting,
cross out the words “the Chairman or the Company Secretary of the meeting” and write on the dotted line the full
name and address of your proxy. The change should be initialled.
2. In the absence of instructions, the person appointed proxy may vote or abstain from voting as he or she thinks fit
on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or
abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may
properly come before the meeting.
3. This form must be signed and dated by the Shareholder or his / her attorney duly authorised in writing. If the
Member is a company, it may execute under its common seal, by the signature of a director and its secretary or
two directors or other authorised signatories in the name of the company or by the signature of a duly authorised
officer or attorney. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint
holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the
other joint holders and for this purpose seniority will be determined by the order in which the names stand in the
register of members in respect of the joint holding.
4. To be effective, the instrument appointing a proxy (together with any power of attorney or other authority under
which it is executed or a duly certified copy of such power) must be sent to MUFG Group Company, PXS, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, by no later than 12:30 p.m. on 1 July 2025, or not less than 48 hours
before (excluding weekends and bank holidays) the time for holding any adjourned meeting, as the case may be.
A corporation may execute a proxy under its common seal or by the hand of a duly authorised officer or other
agent. Completion and return of the form of proxy will not preclude Members from attending and voting in
person at the meeting.
5. The ‘vote withheld’ option is provided to enable you to abstain on any particular resolution however, it should be
noted that a ‘vote withheld’ is not a vote in law and will not be counted in the calculation of the proportion of the
votes ‘for’ and ‘against’ a resolution. The ‘discretionary’ option is provided to enable you to give discretion to your
proxy to vote or abstain from voting on a particular resolution as he or she thinks fit.
6. The quorum for the Meeting is at least two Members present in person or by proxy. To allow effective
constitution of the Meeting, if it is apparent to the Chairman that no Members will be present in person or
by proxy, other than by proxy in the Chairman’s favour, then the Chairman may appoint a substitute to
act as proxy in his stead for any Member, provided that such substitute proxy shall vote on the same basis
as the Chairman.
NOTICE OF ANNUAL GENERAL MEETING
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The beach at the Meliá Trinidad Península Hotel, Sancti Spíritus, Cuba