Half-year Report
ATLANTIS JAPAN GROWTH FUND LIMITED
(“AJGF†or the “Companyâ€)
(a closed-ended investment company incorporated in Guernsey with registration number 30709)
LEI 5493004IW0LDG0OPGL69
Interim Results for the six months ended 31st October 2017
14th December 2017
(Classified Regulated Information, under DTR 6 Annex 1 section 1.2)
The financial information set out below does not constitute the Company's statutory accounts for the period ended 31st October 2017.
The financial information for the period ended 31st October 2017 noted below is derived from the financial statements delivered to the UK Listing Authority.
The interim report and financial statements for the period ended 31st October 2017 will shortly be made available to shareholders on the Company website: www.atlantisjapangrowthfund.com
Introduction
INVESTMENT OBJECTIVE
Atlantis Japan Growth Fund Limited (the “Companyâ€) aims to achieve long term capital growth through investment wholly or mainly in listed Japanese equities.
INVESTMENT POLICY
The Company may invest up to 100 per cent of its gross assets in companies quoted on any Japanese stock exchange including, without limitation, the Tokyo Stock Exchange categorised as First Section, Second Section, JASDAQ, Mothers and Tokyo PRO, or the regional stock exchanges of Fukuoka, Nagoya, Sapporo and Osaka Securities Exchange.
The Company may also invest up to 20 per cent of its Net Asset Value (the “NAVâ€) at the time of investment in companies listed or traded on other stock exchanges but which are either controlled and managed from Japan or which have a material exposure to the Japanese economy.
The Company may also invest up to 10 per cent of its NAV at the time of investment in securities which are neither listed nor traded on any stock exchange or over-the-counter market.
In general, investment will be through investments in equity shares in, or debt issued by, investee companies. However, the Company may also invest up to 20 per cent of its NAV at the time of investment in equity warrants and convertible debt.
The Company will not invest in more than 10 per cent of any class of securities of an investee company. The Company will not invest in derivative instruments save for the purpose of efficient portfolio management.
The Company may not invest more than 10 per cent in aggregate, of the value of its total assets in other listed closed-ended investment funds except in the case of investment in closed-ended investment funds which themselves have published investment policies to invest no more than 15 per cent of their total assets in other listed closed-ended investment funds, in which case the limit is 15 per cent.
The Company may borrow, with a view to enhancing capital returns, up to a maximum of an amount not exceeding 20 per cent of NAV at the time of borrowing.
Investment Policy for the Redemption Pool
At each redemption point the Company may (a) notionally allocate assets and liabilities into a separate pool (the "redemption pool") for the purpose of funding valid redemption requests for that redemption point or (b) fund the valid redemption requests from available cash. With regard to the redemption pool, the Company aims to liquidate the necessary assets to meet qualifying redemption requests in a timely manner, and to minimise the impact that such redemptions will have to existing shareholders and the Company as a whole.
INVESTMENT MANAGER AND INVESTMENT ADVISER
Tiburon Partners LLP is the Investment Manager and Alternative Investment Fund Manager pursuant to the Alternative Investment Fund Managers Directive.
Atlantis Investment Research Corporation (“AIRCâ€) established in Tokyo, is the Investment Adviser.
AIRC, through Taeko Setaishi and her colleagues, advise the Investment Manager on the day-to-day conduct of the Company’s investment business, the role it has played since the launch of the Company in May 1996.
Chairman’s Statement
For the six months ended 31st October 2017
I am pleased to report that the Company has performed exceptionally well in the first half of the current financial year ending 31st October 2017. In the six months to 31st October 2017, the net asset value total return per share (net of fees and expenses), in GBP terms, was +27.8%. This compares favourably with the total return from the Company’s benchmark, the TOPIX Total Return index in GBP terms, of +12.2%. The share price total return per share to ordinary shareholders, and in GBP terms, was +24.2%.
The recent period of outperformance is very pleasing following the appointment of Taeko Setaishi as the Company’s lead fund adviser on 1st May 2016. The team at Atlantis Investment Research Corporation are investors who focus on growth and they are currently positive on the growth outlook in Japan, particularly earnings, which is a key fundamental driver of equity valuations. As such, Taeko Setaishi is maintaining a bias towards small and mid-cap growth companies.
I would also like to take this opportunity of saying a few words about a significant development that took place post the interim period end. Following the annual review of the subscription shares and redemption facility, the Board believed that it was in the best interests of the shareholders as a whole to discontinue the subscription share mechanism following two consecutive successful issues raising in aggregate approximately £26m. One of the principal reasons for introducing the subscription rights mechanism in 2014 was to facilitate increasing the Company’s net assets and market capitalisation in order to widen its appeal to new investors. After the successful completion of the 2017 subscription rights, the Board took the view that the original objective had substantially been achieved and that a simplified capital structure would serve the Company better in future. At the EGM of the Company held on 23rd November 2017, a special resolution proposed to cancel the subscription rights was duly passed unanimously.
With a simplification of the Company’s structure, increased market capitalisation of over £100m and the strong performance following Taeko Setaishi’s succession, I am confident that the Company has a much brighter future.
Noel Lamb
13th December 2017
Investment Adviser’s Interim Report
For the six months ended 31st October 2017
PERFORMANCE
During the six month period ended 31st October 2017 the major indices moved steadily higher with support mainly from overseas investors and non-financial business corporations. The TOPIX index, GBP denominated and on a total return basis, rose by 12.2% during the period under review. The TSE Second Market Index rose 16.9% and the Nikkei OTC Average gained 20.1%. During the period under review and after factoring the dilution effect of 3.5% due to the increase in number of shares created from the successful exercise of the Subscription Right at the beginning of October 2017, the Company’s Net Asset Value per share rose by 27.8%.
The Investment Adviser attributes the Company’s performance to its continued exposure to medium sized and smaller capitalised companies which, as implied above, out-performed larger capitalised stocks during the period under review. Performance was also bolstered by the Company’s emphasis on growth rather than value in its stock selection. In terms of sector selection throughout the period under review the Company maintained overweight positions in the outperforming electric appliances, machinery, services, and precision instruments sectors. Technology related companies held in the portfolio that made significant contributions to performance included KH Neochem, Nittoku Engineering, Lasertec, Tokyo Electron, and Iriso Electronics. The Company`s machinery sector stocks (Yamashin-Filter, Daifuku) also contributed to performance. The Investment Adviser believes the service sector can be mined for special situation growth opportunities such as Sakai Moving Service and Fullcast which moved higher during the reviewed period.
At the end of October 2017 borrowings totalled Â¥1bn and cash held was Â¥926m which means that the Company had only 0.3% effective net gearing. The Japanese yen (“JPYâ€) ended the period at Â¥149.47 against the GBP, a loss of 3.68% from the closing rate of Â¥143.98 at the end of April 2017.
The Company ended the reviewed period with 69 holdings compared with 68 holdings at the end of April. The Company has no exposure to convertible bonds or any other class of equity derivative; neither does it have any foreign exchange hedges in place. Excluding cash it is entirely invested in publicly listed Japanese companies (including two REITs).
MARKET COMMENT AND INVESTMENT STRATEGY
The Investment Adviser presently believes there are numerous compelling reasons supporting the case for investment in Japanese equities. Firstly the Japanese economy is providing a brisk tailwind to the market. The economy is in its seventh consecutive quarter of expansion with annualized growth of 1.5% expected for the fiscal year ending in March 2018. Consensus estimates suggest 1.0% to 1.5% growth in the following fiscal year. The growth has been well balanced with positive contributions from household consumption, capital expenditure, and export demand.
Given this favourable economic backdrop, corporate Japan is expected to report 16% pre-tax profit growth in FY 3/18 and an 8% increase in FY 3/19. The TOPIX is selling at a 15x forward PER and 1.5x PBR. These valuations are running below long-term norms and compare favourably with other developed equity market valuations.
In addition, the Investment Adviser believes that during the period under review the negative correlation between TOPIX and the yen has been broken suggesting the Japanese equity market could trade more on its fundamentals than currency speculation. If this were to transpire, overseas investment funds, still underweight Japan despite their net purchases during the period under review, could adopt a more positive stance regarding Japanese equities. The Investment Adviser expects further equity purchases from non-financial business corporations and the Bank of Japan / Government Pension Fund thus lending a positive tilt toward equity demand.
Over the longer term, Japan will encounter challenges including a shrinking population, a swelling fiscal deficit, and rising welfare expenditure. They will require structural changes to the economy which could create new investment opportunities.
The Company’s investment strategy will continue to employ bottom-up stock picking to invest in fundamentally undervalued companies with strong competitive advantages and medium to long term growth potential. While this approach does not exclude any company or sector from investment consideration it is likely to result in a bias toward smaller and medium sized growth opportunities.
Atlantis Investment Research Corporation
13th December 2017
Directors’ Interim Report and Statement of Directors’ Responsibilities
For the six months ended 31st October 2017
The Directors are pleased to present their Interim Report and the Unaudited Financial Statements of the Company for the six month period ended 31st October 2017.
In the opinion of the Company's Directors, the condensed Directors’ Interim Report and Unaudited Financial Statements enables investors to make an informed assessment of the results and activities of the Company for the period.
The Interim Report and Financial Statements have not been audited or reviewed by the Company’s auditor.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors confirm, to the best of our knowledge, that:
– the condensed Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting;
– as required by DTR 4.2.7R of the FCA’s Disclosure and Transparency Rules, the Directors’ Interim Report and Investment Adviser’s Interim Report include a fair review of important events that have occurred during the first six months of the financial year and their impact on the condensed Interim Financial Statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and:
– the Interim Financial Statements include a fair review of the information concerning related party transactions required by DTR 4.2.8R.
CAPITAL VALUES
At 31st October 2017 the value of net assets available to shareholders was $151,949,331 (30th April 2017: $99,695,364) and the Net Asset Value per share was $2.95/£2.23 (30th April 2017: $2.26/£1.75).
PRINCIPAL RISKS AND UNCERTANTIES
As an investment trust, the Company invests in securities for the long term. The financial investments held as assets by the Company comprise equity shares (see the Schedule of Investments for a breakdown). As such, the holding of securities, investing activities and financing associated with the implementation of the investment policy involves certain inherent risks. Events may occur that could result in either a reduction in the Company’s net assets or a reduction of revenue profits available for distribution.
Set out below are the principal risks inherent in the Company’s activities along with the actions taken to manage them. The Directors conduct robust reviews of these risks and agrees policies for their management. These policies have remained substantially unchanged since 30th April 2006.
Performance
The Directors regularly monitor the Company’s investment performance against a number of indices and the Association of Investment Companies (“AICâ€) Japanese smaller companies’ sub-sector peer group.
Discount
A disproportionate widening of the discount relative to the Company’s peers could result in loss of value for shareholders. The Directors review the discount level regularly. The introduction of the Redemption Facility has improved the liquidity in the Company’s shares and helps to narrow the discount to the NAV at which the shares trade.
The Company operates a shareholder approved discount control mechanism whereby the Company will hold a continuation vote if the shares have traded, on average, at a discount of more than 10% to the Net Asset Value per share during any rolling 90 day period, in normal market conditions. If the obligation to hold a continuation vote is triggered, the vote will be held no later than the next practicable annual general meeting of the Company. As of the date of this report, the continuation vote has not been triggered. In any event, shareholders will be given the opportunity to vote on whether or not the Company should continue at the Annual General Meeting in 2019.
Regulatory
The Company operates in a complex regulatory environment and faces a number of regulatory risks. Breaches of regulations, such as Section 1158 of the Corporation Tax Act 2010, The Companies (Guernsey) Law, 2008 and the UK Listing Authority (“UKLAâ€) Listing Rules, could lead to a number of detrimental outcomes and reputational damage. Section 1158 qualification criteria are continually monitored. The Directors rely on the services of the Administrator, Northern Trust International Fund Administration Services (Guernsey) Limited and its professional advisers to ensure compliance with The Companies (Guernsey) Law, 2008, the UKLA Listing Rules, Prospectus Rules, Disclosure Transparency Rules and the rules of the London Stock Exchange.
Operational
Like most other investment trust companies, the Company has no employees. The Company therefore relies upon the services provided by third parties and is dependent on the control systems of the Investment Manager, Investment Adviser and the Company’s Administrator. The security, for example, of the Company’s assets, dealing procedures, accounting records and maintenance of regulatory and legal requirements depends on the effective operation of these systems. These are regularly tested and monitored.
Market risk
Market risk arises mainly from uncertainty about future prices of financial instruments used in the Company’s business. It represents the potential loss the Company might suffer through holding market positions in the face of price movements.
The market risk is monitored by the Directors on a quarterly basis and on a daily basis by the Investment Manager.
Currency risk
The Company’s results for the period and net assets could be significantly affected by currency movements as most of the Company’s assets are denominated in JPY. In order to reduce this risk the Company may hedge its exposure to the JPY. The Company did not have any hedging arrangements in place at the period end.
Borrowing and interest rate risk
The Company finances its operations mainly through its share capital and retained profits, including realised and unrealised capital profits. Additional bank borrowings may be used with a view to enhancing capital returns. However, the Company’s Articles of Incorporation provide that borrowing levels should not exceed 20% of Net Asset Value at the time any borrowing is affected. The level of net borrowing as at 31st October 2017 and 30th April 2017 was effectively Nil.
The credit facility for ¥1,000,000,000 was rolled over every three months in accordance with its terms most recently on 8th September 2017.
Liquidity risk and cash flow risk
Assuming a normal market environment, the majority of the Company's assets comprise readily realisable securities, which can be sold to meet funding commitments as necessary. As at 31st October 2017 based on the assumption of one third of the volume for the last 3 months average volume, 95.9% of the Company's assets can be realised within two weeks and 4.1% can be realised in between two weeks and one month.
GOING CONCERN
The Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Whilst the Company may be obliged to hold a continuation vote in accordance with its discount control mechanism, the Directors do not believe this should automatically trigger the adoption of a non-going concern basis in line with the AIC’s Statement of Recommended Practice (“SORPâ€) which states that it is more appropriate to prepare financial statements on a going concern basis unless a continuation vote has already been triggered and shareholders have voted against continuation. Therefore, the Directors believe the use of the going concern basis is appropriate as there are no material uncertainties relating to events or conditions that may cast significant doubt about the ability of the Company to continue to meet its ongoing obligations.
BOARD OF DIRECTORS COMPOSITION
There were no changes to the Board of Directors during the period.
SUBSCRIPTION RIGHT ISSUE
In September 2017, the Director’s reviewed the Subscription Right mechanism and concluded that should the 2017 Subscription Right be exercised in full (which was the case); the mechanism should be discontinued having achieved the target of being exercised in two of the five years. The discontinuation was approved and by Special Resolution of the Company, passed on 23rd November 2017, changes to the Articles of Incorporation were approved whereby provisions relating to the Subscription Right were deleted.
Eligible applications received from shareholders in respect of the exercise of the 2017 Subscription Right amounted to 5,194,498 new ordinary shares. Accordingly, 5,194,498 new ordinary shares were issued, at an exercise price of 172.79 pence per ordinary share raising gross proceeds of approximately £9m. The new ordinary shares rank pari passu in all respects with the existing ordinary shares in issue.
In accordance with the Company's Articles of Incorporation, the Company appointed a trustee (the "Subscription Trustee") to determine whether all or any of the unexercised Subscription Rights in respect of the 2nd October 2017 Subscription Date should be exercised on behalf of the holders of such rights. Having taken account of the subscription price payable to the Company and all costs and expenses of exercise from the sale of ordinary shares arising on the exercise of the unexercised Subscription Rights, the Subscription Trustee determined that there would be net proceeds and, as a result, the Subscription Trustee exercised all such unexercised Subscription Rights. Consequently, the Company issued and allotted a further 3,404,079 ordinary share as a result of the exercise of all of the unexercised Subscription Rights outstanding on 2nd October 2017. These new ordinary shares were issued at the exercise price of 172.79 pence raising gross proceeds of approximately £5.9m and also rank pari passu with the existing ordinary shares.
Applications were made for all 8,598,577 new ordinary shares to be admitted to the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange ("Admission"). Admission became effective, and dealings in the new ordinary shares commenced, on 10th October 2017.
| Noel Lamb | Ehrmann |
| Chairman | Chairman, Audit Committee |
13th December 2017
Details of Ten Largest Investments
The ten largest investments comprise a fair value of $40,197,892 (30th April 2017: $27,229,581) representing 26.5% of Net Asset Value (30th April 2017: 27.3%) with details as below:
Nittoku Engineering (160,000 shares)
Nittoku Engineering is a major global assembler and distributor of automatic coil winding machines. Demand for coils, and automatic coil winding machines, continues to climb as coil application expands, not only in electrical devices, but also automobiles. The company is diversifying into IC tags and cards. Production is largely off-shore and external sales are 70% of total.
Fair value of $6,156,016 representing 4.1% of the Net Asset Value (30th April 2017: 4.1%)
Nidec (37,000 shares)
Nidec is the world’s leading small precision electric motor maker with particular application in HDDs. Through a highly active and successful M&A strategy Nidec has also become a major supplier of mid and large sized motors. The company has a proven management team focused on creating shareholder value.
Fair value of $4,901,622 representing 3.2% of the Net Asset Value (30th April 2017: 3.4%)
Daifuku (90,000 shares)
With a 60% market share in Japan and 20% globally, Daifuku is a major distribution and material handling systems supplier. Daifuku’s material handling systems are employed in warehouses, airports (baggage handling), automated factory assembly lines, and semiconductor/flat panel fabrication lines. Organic expansion has been complimented with an active overseas M&A strategy.
Fair value of $4,381,126 representing 2.9% of the Net Asset Value (30th April 2017: 2.3%)
Hirata (35,000 shares)
Hirata, a production engineering company, develops and maintains production systems for customers in a wide range of industrial sectors including automobiles, semiconductors, flat panel displays, and home electronics. The group also manufactures on an OEM basis automobile parts and components. The group has four regional sales and maintenance segments (Japan, Europe, Asia, and North America) in addition to manufacturing operations in China and Thailand
Fair value of $3,933,206 representing 2.6% of the Net Asset Value (30th April 2017: 1.6%)
IDEC (180,000 shares)
Idec is a comprehensive manufacturer of control equipment and claims the highest domestic market share for operation switches and factory use indicator lights. Cash flow has been directed toward the acquisition of control device companies in North America and Europe.
Fair value of $3,800,687 representing 2.5% of the Net Asset Value (30th April 2017: 2.0%)
Fullcast Holdings (190,000 shares)
Benefitting from being the sole surviving major short term business support provider, Fullcast is again generating sales and profits growth. Legislative changes and market contraction have driven most competitors from the field. Labour demand remains tight and a restructured Fullcast (IT investment, online registration) is profitably expanding its market share.
Fair value of $3,508,258 representing 2.3% of the Net Asset Value (30th April 2017: 1.9%)
Star Mica (243,400 shares)
Star Mica’s main business is to purchase pre-owned condominium units that are being rented, renovate these units after the tenant departs, and then put them up for sale. Star’s success can be attributed to its access to capital which translates into rapid decisions during the condo acquisition process. The company’s growth strategy focuses on expansion of its core business line plus diversification into related businesses including real estate brokerage and advisory services.
Fair value of $3,477,140 representing 2.3% of the Net Asset Value (30th April 2017: 2.5%)
Yamashin-Filter (93,000 shares)
Yamashin-Filter specializes in the manufacture of hydraulic filters which capture oil contaminants in hydraulic and lubrication construction equipment. Yamashin-Filter’s competitive strength is the ability to supply in- house manufactured filters that are tailored to individual customer specifications. The company’s expertise is being applied to the information and technology field as well as construction machinery.
Fair value of $3,376,885 representing 2.2% of the Net Asset Value (30th April 2017: 0.8%)
Cresco (80,000 shares)
Cresco is an independent systems development company focused on the development of enterprise systems with application in the distribution and financial services. The company has also seen demand develop from the mobile terminal and automotive sectors for its embedded software development services. Cresco expects to make further inroads in the cloud, AI, robotics and IoT related services.
Fair value of $3,332,448 representing 2.2% of the Net Asset Value (30th April 2017: 2.1%)
Keyence (6,000 shares)
Keyence is a leading designer and distributor of detection and measuring control equipment. In addition to its products’ high reputation, Keyence is unique in the field due to its direct sales system and fabless production outsourcing model. Keyence has an exceptionally wide customer base that includes the semiconductor, automobile, pharmaceutical, and food industries.
Fair value of $3,330,504 representing 2.2% of the Net Asset Value (30th April 2017: 2.0%)
Unaudited Schedule of Investments
As at 31st October 2017
| Fair Value | |||||||||||||||||||||
| Holdings | Investments held at fair value through profit or loss | $'000 | % of NAV | ||||||||||||||||||
| Advertising: 1.30% (30th Apr 2017: 1.43%) | |||||||||||||||||||||
| 250,000 | Tow | 1,977 | 1.30 | ||||||||||||||||||
| Auto Parts & Equipment: 1.82% (30th Apr 2017: 2.20%) | |||||||||||||||||||||
| 75,000 | Stanley Electric | 2,760 | 1.82 | ||||||||||||||||||
| Chemicals: 6.39% (30th Apr 2017: 10.23%) | |||||||||||||||||||||
| 90,000 | KH Neochem | 2,253 | 1.48 | ||||||||||||||||||
| 275,900 | Mitsubishi Chemical | 2,870 | 1.89 | ||||||||||||||||||
| 55,000 | Stella Chemifa | 2,119 | 1.40 | ||||||||||||||||||
| 70,000 | Tri Chemical Laboratories | 2,465 | 1.62 | ||||||||||||||||||
| Commercial Services: 14.63% (30th Apr 2017: 10.88%) | |||||||||||||||||||||
| 140,000 | Benefit One | 2,689 | 1.77 | ||||||||||||||||||
| 320,000 | Creek & River | 3,246 | 2.14 | ||||||||||||||||||
| 190,000 | Fullcast Holdings | 3,508 | 2.31 | ||||||||||||||||||
| 60,000 | Funai Soken | 2,203 | 1.45 | ||||||||||||||||||
| 40,000 | Hirayama | 579 | 0.38 | ||||||||||||||||||
| 200,000 | Link and Motivation | 1,369 | 0.90 | ||||||||||||||||||
| 65,000 | Nihon M&A Center | 3,107 | 2.04 | ||||||||||||||||||
| 100,000 | Phil | 1,734 | 1.14 | ||||||||||||||||||
| 90,000 | Recruit Holdings | 2,207 | 1.45 | ||||||||||||||||||
| 200,000 | Riso Kyoiku | 1,590 | 1.05 | ||||||||||||||||||
| Computers: 1.87% (30th Apr 2017: 4.22%) | |||||||||||||||||||||
| 40,000 | BayCurrent Consulting | 852 | 0.56 | ||||||||||||||||||
| 40,000 | Fujitsu Frontech | 700 | 0.46 | ||||||||||||||||||
| 30,000 | SCSK | 1,291 | 0.85 | ||||||||||||||||||
| Distribution/Wholesale: 4.04% (30th Apr 2017: 4.42%) | |||||||||||||||||||||
| 35,000 | Ai Holdings | 859 | 0.57 | ||||||||||||||||||
| 30,000 | I.K/Aichi | 2,587 | 1.70 | ||||||||||||||||||
| 105,000 | Trusco Nakayama | 2,689 | 1.77 | ||||||||||||||||||
| Diversified Financial Services: 1.11% (30th Apr 2017: 1.21%) | |||||||||||||||||||||
| 70,000 | Japan Investment Adviser | 1,683 | 1.11 | ||||||||||||||||||
| Electrical Components & Equipment: 3.23% (30th Apr 2017: 4.48%) | |||||||||||||||||||||
| 37,000 | Nidec | 4,902 | 3.23 | ||||||||||||||||||
| Electronics: 9.81% (30th Apr 2017: 8.12%) | |||||||||||||||||||||
| 95,000 | Dai-ichi Seiko | 2,408 | 1.58 | ||||||||||||||||||
| 180,000 | IDEC | 3,801 | 2.51 | ||||||||||||||||||
| 32,000 | Iriso Electronics | 1,798 | 1.18 | ||||||||||||||||||
| 6,000 | Keyence | 3,331 | 2.19 | ||||||||||||||||||
| 100,000 | Macnica Fuji Electronics | 2,087 | 1.38 | ||||||||||||||||||
| 85,000 | Sumida | 1,476 | 0.97 | ||||||||||||||||||
| Engineering & Construction: 1.19% (30th Apr 2017: 3.22%) | |||||||||||||||||||||
| 90,000 | Besterra | 1,806 | 1.19 | ||||||||||||||||||
| Hand/Machine Tools: 2.93% (30th Apr 2017: 2.99%) | |||||||||||||||||||||
| 12,000 | Disco | 2,770 | 1.83 | ||||||||||||||||||
| 40,000 | Makita | 1,679 | 1.10 | ||||||||||||||||||
| Healthcare-Products: 3.79% (30th Apr 2017: 4.72%) | |||||||||||||||||||||
| 51,000 | Asahi Intecc | 2,956 | 1.95 | ||||||||||||||||||
| 100,000 | Cyberdyne | 1,323 | 0.87 | ||||||||||||||||||
| 70,000 | Topcon | 1,474 | 0.97 | ||||||||||||||||||
| Healthcare-Services: 3.65% (30th Apr 2017: 3.41%) | |||||||||||||||||||||
| 74,000 | PeptiDream | 2,347 | 1.54 | ||||||||||||||||||
| 150,000 | Solasto | 3,199 | 2.11 | ||||||||||||||||||
| Home Furnishings: 1.84% (30th Apr 2017: 2.83%) | |||||||||||||||||||||
| 185,756 | Panasonic | 2,791 | 1.84 | ||||||||||||||||||
| Internet: 1.73% (30th Apr 2017: 4.46%) | |||||||||||||||||||||
| 120,000 | Designone Japan | 1,475 | 0.97 | ||||||||||||||||||
| 75,000 | Mynet | 1,155 | 0.76 | ||||||||||||||||||
| Iron/Steel: 0.73% (30th Apr 2017: 1.08%) | |||||||||||||||||||||
| 120,000 | Daido Metal | 1,109 | 0.73 | ||||||||||||||||||
| Leisure Time: 1.27% (30th Apr 2017: 1.73%) | |||||||||||||||||||||
| 70,000 | Tosho | 1,936 | 1.27 | ||||||||||||||||||
| Machinery-Construction & Mining: 3.60% (30th Apr 2017: 4.31%) | |||||||||||||||||||||
| 140,000 | Mitsubishi Electric | 2,389 | 1.57 | ||||||||||||||||||
| 25,000 | Sakai Heavy Industries | 811 | 0.53 | ||||||||||||||||||
| 150,000 | Tadano | 2,273 | 1.50 | ||||||||||||||||||
| Machinery-Diversified: 11.74% (30th Apr 2017: 8.82%) | |||||||||||||||||||||
| 90,000 | Daifuku | 4,381 | 2.88 | ||||||||||||||||||
| 35,000 | Hirata | 3,933 | 2.59 | ||||||||||||||||||
| 160,000 | Nittoku Engineering | 6,156 | 4.05 | ||||||||||||||||||
| 93,000 | Yamashin-Filter | 3,377 | 2.22 | ||||||||||||||||||
| Metal Fabricate/Hardware: 1.83% (30th Apr 2017: 0.92%) | |||||||||||||||||||||
| 160,000 | Okada Aiyon | 2,775 | 1.83 | ||||||||||||||||||
| Real Estate: 2.94% (30th Apr 2017: 4.71%) | |||||||||||||||||||||
| 55,000 | Mitsubishi Estate | 994 | 0.65 | ||||||||||||||||||
| 243,400 | Star Mica | 3,477 | 2.29 | ||||||||||||||||||
| REITS: 1.82% (30th Apr 2017: 3.25%) | |||||||||||||||||||||
| 500 | MCUBS MidCity Investment | 1,663 | 1.09 | ||||||||||||||||||
| 1,200 | Tosei Reit Investment | 1,114 | 0.73 | ||||||||||||||||||
| Retail: 1.01% (30th Apr 2017: 1.10%) | |||||||||||||||||||||
| 90,000 | Komeda | 1,537 | 1.01 | ||||||||||||||||||
| Semiconductors: 6.85% (30th Apr 2017: 4.91%) | |||||||||||||||||||||
| 80,000 | Japan Material | 2,318 | 1.53 | ||||||||||||||||||
| 134,000 | Lasertec | 2,928 | 1.93 | ||||||||||||||||||
| 100,000 | Tazmo | 1,844 | 1.21 | ||||||||||||||||||
| 19,000 | Tokyo Electron | 3,316 | 2.18 | ||||||||||||||||||
| Software: 5.07% (30th Apr 2017: 2.90%) | |||||||||||||||||||||
| 80,000 | Cresco | 3,332 | 2.19 | ||||||||||||||||||
| 75,000 | GameWith | 2,491 | 1.64 | ||||||||||||||||||
| 31,400 | Jastec | 371 | 0.24 | ||||||||||||||||||
| 55,000 | Money Forward | 1,523 | 1.00 | ||||||||||||||||||
| Telecommunications: 2.26% (30th Apr 2017: 1.74%) | |||||||||||||||||||||
| 21,000 | Hikari Tsushin | 2,720 | 1.79 | ||||||||||||||||||
| 30,000 | Vision Inc/Tokyo Japan | 717 | 0.47 | ||||||||||||||||||
| Textiles: 0.00% (30th Apr 2017: 0.89%) | |||||||||||||||||||||
| Transportation: 1.84% (30th Apr 2017: 1.72%) | |||||||||||||||||||||
| 40,000 | Hamakyorex | 1,122 | 0.74 | ||||||||||||||||||
| 7,000 | Kawasaki Kinkai Kisen Kaisha | 217 | 0.14 | ||||||||||||||||||
| 25,000 | Sakai Moving Service |
1,451 | 0.96 | ||||||||||||||||||
| Total Japan (30th Apr 2017: 106.90%) | 152,390 | 100.29 | |||||||||||||||||||
| Total Listed Equities (30th Apr 2017: 106.90%) | 152,390 | 100.29 | |||||||||||||||||||
| Total Investments held at fair value through profit or loss | 152,390 | 100.29 | |||||||||||||||||||
| Cash and cash equivalents (30th Apr 2017: 1.59%) | 9,999 | 6.58 | |||||||||||||||||||
| Other net liabilities (30th Apr 2017: (8.49%)) | (10,440) | (6.87) | |||||||||||||||||||
| Net assets attributable to equity shareholders | 151,949 | 100.00 | |||||||||||||||||||
Unaudited Statement of Comprehensive Income
For the six months ended 31st October 2017
| 31st October 2017 | 31st October 2016 | |||||||
| Revenue | Capital | Total | Revenue | Capital | Total | |||
| Notes | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
| Income | ||||||||
| 3 | Net gains on investments held at fair value through profit or loss | - | 33,872 | 33,872 | - | 16,633 | 16,633 | |
| Net gain/(loss) on foreign exchange | - | 105 | 105 | - | (480) | (480) | ||
| Dividend income | 848 | - | 848 | 783 | - | 783 | ||
| 848 | 33,977 | 34,825 | 783 | 16,153 | 16,936 | |||
| Expenses | ||||||||
| 5 | Investment management fees | (603) | - | (603) | (444) | - | (444) | |
| 6 | Depositary fees | (53) | - | (53) | (38) | - | (38) | |
| 7 | Administration fees | (86) | - | (86) | (71) | - | (71) | |
| Registrar and transfer agent fees | 108 | - | 108 | - | - | - | ||
| 8 | Directors' fees and expenses | (61) | - | (61) | (106) | - | (106) | |
| Insurance fees | (3) | - | (3) | (7) | - | (7) | ||
| Audit fees | (25) | - | (25) | (26) | - | (26) | ||
| Printing and advertising fees | (1) | - | (1) | (20) | - | (20) | ||
| Legal and professional fees | (54) | - | (54) | (157) | - | (157) | ||
| Listing fees | - | - | - | (7) | - | (7) | ||
| Miscellaneous expenses | (42) | - | (42) | (26) | - | (26) | ||
| (820) | - | (820) | (902) | - | (902) | |||
| Finance cost | ||||||||
| Interest expense and bank charges | (76) | - | (76) | (72) | - | (72) | ||
| (Loss)/profit before taxation | (48) | 33,977 | 33,929 | (191) | 16,153 | 15,962 | ||
| Taxation | (158) | - | (158) | (118) | - | (118) | ||
| Profit for the period | ||||||||
| (206) | 33,977 | 33,771 | (309) | 16,153 | 15,844 | |||
| Other comprehensive income | ||||||||
| Exchange gain/(loss) on translation | - | - | 2,269 | - | - | (14,380) | ||
| Total comprehensive income for the period | - | - | 36,040 | - | - | 1,464 | ||
| 9 | Basic and diluted (deficit)/earnings per ordinary share | |||||||
| $(0.005) | $0.756 | $0.751 | $(0.008) | $0.397 | $0.389 | |||
In arriving at the result for the period, all amounts above relate to continuing activities.
The total column in this statement represents the Company’s Statement of Comprehensive Income, prepared in accordance with IAS 34. The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies.
The notes form an integral part of these financial statements
Unaudited Statement of Changes in Equity
For the six months ended 31st October 2017
| Accumulated | |||||||||||||||||
| Ordinary | Capital | Capital | Capital | other | |||||||||||||
| Share | Share | Revenue | reserve/ | reserve/ | reserve/ | comprehensive | |||||||||||
| capital | premium | reserve | realised | unrealised | exchange | income | Total | ||||||||||
| Notes | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |||||||||
| Balances at 1st May 2017 | - | - | (29,286) | 98,580 | 51,665 | (21,008) | (256) | 99,695 | |||||||||
| Movements during the period | |||||||||||||||||
| 14 | Subscriptions | - | 19,360 | - | - | - | - | - | 19,360 | ||||||||
| 15 | Redemptions | - | (3,146) | - | - | - | - | - | (3,146) | ||||||||
| 11 | Shares bought into treasury | - | - | - | - | - | - | - | - | ||||||||
| Transfer to capital reserve | - | (16,214) | - | - | - | - | (16,214) | ||||||||||
| Transfer from share premium | - | - | - | 16,214 | - | - | - | 16,214 | |||||||||
| 3 | Net realised gains on investments held at fair value through profit or loss | - | - | (4,605) | 4,605 | - | ` | - | - | ||||||||
| 3 | Net unrealised gains on investments held at fair value through profit or loss | - | - | (29,267) | - | 29,267 | - | - | - | ||||||||
| Net gain on foreign exchange | - | - | (105) | - | - | 105 | - | - | |||||||||
| Exchange gains on translation | - | - | (2,269) | - | - | - | 2,269 | - | |||||||||
| Total comprehensive income | - | - | 36,040 | - | - | - | - | 36,040 | |||||||||
| Balances at 31st October 2017 | - | - | (29,492) | 119,399 | 80,932 | (20,903) | 2,013 | 151,949 | |||||||||
The notes form an integral part of these financial statements.
Unaudited Statement of Changes in Equity
For the six months ended 31st October 2016
| Accumulated | |||||||||||||||||
| Ordinary | Capital | Capital | Capital | other | |||||||||||||
| Share | Share | Revenue | reserve/ | reserve/ | reserve/ | comprehensive | |||||||||||
| capital | premium | reserve | realised | unrealised | exchange | income | Total | ||||||||||
| Notes | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |||||||||
| Balances at 1st May 2016 | - | - | (26,737) | 85,380 | 39,919 | (20,579) | 8,975 | 86,958 | |||||||||
| Movements during the period | |||||||||||||||||
| 14 | Subscriptions | - | 13,387 | - | - | - | - | - | 13,387 | ||||||||
| 15 | Redemptions | - | (3,751) | - | - | - | - | - | (3,751) | ||||||||
| Shares bought into treasury | - | - | (506) | - | - | - | - | (506) | |||||||||
| Transfer from capital reserve | - | (9,636) | - | - | - | - | - | (9,636) | |||||||||
| Transfer to share premium | - | - | - | 9,636 | - | - | - | 9,636 | |||||||||
| 3 | Net realised gains on investments held at fair value through profit or loss | - | - | (1,576) | 1,576 | - | - | - | - | ||||||||
| 3 | Net unrealised gains on investments held at fair value through profit or loss | - | - | (15,057) | - | 15,057 | - | - | - | ||||||||
| Net losses on foreign exchange | - | - | 480 | - | - | (480) | - | - | |||||||||
| Exchange losses on translation | - | - | 14,380 | - | - | - | (14,380) | - | |||||||||
| Total comprehensive loss | - | - | 1,464 | - | - | - | - | 1,464 | |||||||||
| Balances at 31st October 2016 | - | - | (27,552) | 96,592 | 54,976 | (21,059) | (5,405) | 97,552 | |||||||||
The notes form an integral part of these financial statements.
Unaudited Statement of Financial Position
As at 31st October 2017
| 31st October 2017 | 30th April 2017 | |||
| Notes | $'000 | $'000 | ||
| Non-Current Assets | ||||
| 12 | Investments held at fair value through profit or loss | 152,390 | 106,571 | |
| Current Assets | ||||
| Due from brokers | - | 1,226 | ||
| Dividends receivable | 397 | 638 | ||
| Prepaid expenses and other receivables | 61 | 21 | ||
| Cash and cash equivalents | 9,999 | 1,589 | ||
| 10,457 | 3,474 | |||
| Current Liabilities | ||||
| Due to brokers | (1,818) | (1,126) | ||
| Payables and accrued expenses | (245) | (238) | ||
| 10 | Loans payable | (8,835) | (8,986) | |
| (10,898) | (10,350) | |||
| Net Current (Liabilities)/Assets | (441) | (6,876) | ||
| 13 | Net Assets | 151,949 | 99,695 | |
| Equity | ||||
| Ordinary share capital | - | - | ||
| Share premium | - | - | ||
| Revenue reserve | (29,492) | (29,286) | ||
| Capital reserve | 179,428 | 129,237 | ||
| Accumulated other comprehensive income/(loss) | 2,013 | (256) | ||
| Net Assets Attributable to Equity Shareholders | 151,949 | 99,695 | ||
| Net Asset Value per Ordinary Share* | $2.95 | $2.26 | ||
*Based on the Net Asset Value at the period-end divided by the number of shares in issue: 51,591,713 (30th April 2017: 44,139,050) (See Note 13).
Approved by the Board of Directors on 13th December 2017.
The notes form an integral part of these financial statements.
Unaudited Statement of Cash Flows
For the six months ended 31st October 2017
| 31st October 2017 | 31st October 2016 | ||||
| $'000 | $'000 | ||||
| Notes | |||||
| Cash flows from operating activities | |||||
| Profit/(loss) before taxation | 33,929 | 15,962 | |||
| Adjustments to reconcile profit before taxation to net cash flows from operating activities | |||||
| Interest expense and bank charges | 76 | 72 | |||
| (Increase)/decrease in investments held at fair value through profit or loss | (45,819) | (10,242) | |||
| Decrease/(Increase) in due from brokers | 1,226 | (41) | |||
| Decrease in dividends receivable | 241 | 233 | |||
| (Increase)/decrease in prepaid expenses and other receivables | (40) | (5) | |||
| Increase/(decrease) in due to brokers | 692 | 1,138 | |||
| Increase/(decrease) in payables and accrued expenses | 7 | (171) | |||
| Taxation paid | (158) | (118) | |||
| Net cash (outflow)/inflow from operating activities | (9,846) | 6,828 | |||
| Cash flows from financing activities | |||||
| Interest paid | (58) | (68) | |||
| 14 | Subscriptions | 19,360 | 13,387 | ||
| 15 | Redemptions | (3,146) | (3,751) | ||
| 11 | Shares bought into treasury | - | (506) | ||
| Net cash inflow/(outflow) from financing activities | 16,156 | 9,062 | |||
| Net increase in cash and cash equivalents | 6,310 | 15,890 | |||
| Cash and cash equivalents at beginning of year | 1,589 | 5,413 | |||
| Effect of exchange gains/(losses) on cash and cash equivalents | 2,100 | (14,267) | |||
| Cash and cash equivalents at end of year | 9,999 | 7,036 | |||
The notes form an integral part of these financial statements.
Notes to the Unaudited Financial Statements
For the six months ended 31st October 2017
1. GENERAL INFORMATION
Atlantis Japan Growth Fund Limited (the “Companyâ€) was incorporated in Guernsey on
13th March 1996. The Company commenced activities on 10th May 1996. The Company is an authorised closed-ended investment scheme registered in Guernsey. The Company’s equity shares are listed on the London Stock Exchange.
As an investment trust, the Company is not regulated as a collective investment scheme by the Financial Conduct Authority. However, it is subject to the UKLA Listing Rules, Prospectus Rules, Disclosure Transparency Rules and the rules of the London Stock Exchange.
The Company’s investment objective is to achieve long term capital growth through investing wholly or mainly in listed Japanese equities.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The condensed interim Financial Statements for the six months ended 31st October 2017 have been prepared in accordance with IAS 34 Interim Financial Reporting and the Association of Investment Companies (“AICâ€) Statement of Recommended Practice (“SORPâ€) for Investment Trust Companies and Venture Capital Trusts to the extent it is not in conflict with IAS 34 and the Principal Documents.
The condensed interim Financial Statements do not include all of the information required for annual financial statements, and should be read in conjunction with the Company’s Financial Statements as at and for the year ended 30th April 2017 which were prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). These condensed interim Financial Statements have not been audited or have not been reviewed by the Company’s auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information.
The significant accounting policies adopted in these condensed interim Financial Statements are consistent with those applied by the Company in its Financial Statements as at and for the year ended 30th April 2017.
3. NET GAINS/LOSSES ON INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
| 31st October 2017 | 31st October 2016 | |||
| $'000 | $'000 | |||
| Realised gains on investments held at fair value through profit or loss | 5,469 | 4,179 | ||
| Realised losses on investments held at fair value through profit or loss | (864) | (2,603) | ||
| Net realised gains on investments held at fair value through profit or loss | 4,605 | 1,576 | ||
| Unrealised gains on investments held at fair value through profit or loss | 34,051 | 18,575 | ||
| Unrealised losses on investments held at fair value through profit or loss | (4,784) | (3,518) | ||
| Net unrealised gains on investments held at fair value through profit or loss | 29,267 | 15,057 | ||
| Net gains on investments held at fair value through profit or loss | 33,872 | 16,633 | ||
4. RELATED PARTY DISCLOSURES
The Investment Manager, Depositary, Administrator and Directors are considered related parties to the Company under IAS 24 as they have the ability to control, or exercise significant influence over, the Company in making financial or operational decisions. (See Notes 5 to 8 for details of transactions with these related parties during the period ended 31st October 2017).
Certain Directors had a beneficial interest in the Company by way of their investment in the ordinary shares of the Company.
The details of these interests as at 31st October 2017 and 30th April 2017 are as follows:
| Ordinary Shares | Ordinary Shares | |||
| 31st October 2017 | 30th April 2017 | |||
| Noel Lamb | 14,400 | 12,000 | ||
| Philip Ehrmann | 28,800 | 24,000 | ||
| Richard Pavry | 24,000 | 20,000 | ||
The above interests of the Directors were unchanged as at the date of this report.
As at 31st October 2017, a family member of the President of the Investment Adviser held 900,800 (30th April 2017: 946,000) ordinary shares of the Company.
5. INVESTMENT MANAGEMENT FEES
Under the terms of the Investment Management Agreement, the Investment Manager, Tiburon Partners LLP, will continue in office until a resignation is tendered or the contract is terminated. In both circumstances, a resignation or termination must be given with a notice period which must not be less than three months, and be in accordance with the Investment Management Agreement. Fees payable to the Investment Adviser are met by the Investment Manager.
The Company pays to the Investment Manager a fee accrued daily and paid monthly in arrears at the annual rate of 1 per cent of the weekly Net Asset Value of the Company.
Redemption Pool Investment Management Fees
The Investment Manager shall also be entitled to receive a fee from the Company of 1 per cent per annum of the daily Net Asset Value of any redemption pool together with transaction charges.
For the six months ended 31st October 2017, total investment management fees were $602,882 (31st October 2016: $443,974) of which $118,218 (30th April 2017: $76,807) is due and payable as at that date.
6. DEPOSITARY FEES
Under the terms of the Depositary Agreement, fees are payable to the Depositary, Northern Trust (Guernsey) Limited, monthly in arrears, on the Gross Asset Value of the Company as at the last business day of the month at an annual rate of:
| Gross Asset Value | Annual Rate |
| Up to $50,000,000 | 0.0035% |
| $50,000,001 to $100,000,000 | 0.0025% |
| Thereafter | 0.0015% |
The Depositary is also entitled to a global custody fee of 0.03% per annum of the Net Asset Value of the Company, subject to a minimum fee of $20,000, and transaction fees as per the Depositary Agreement.
Redemption Pool Depositary Fees
The Depositary shall also be entitled to receive a fee from the Company of the Gross Asset Value of any redemption pool, together with transaction charges, at an annual rate of:
| Gross Asset Value | Annual Rate |
| Up to $25,000,000 | 0.035% |
| $25,000,001 to $50,000,000 | 0.025% |
| Thereafter | 0.015% |
For the six months ended 31st October 2017, total depositary fees were $52,645 (31st October 2016: $38,208) of which $13,401 (30th April 2017: $16,006) is due and payable as at that date.
7. ADMINISTRATION FEES
Under the terms of the Administration Agreement, the Company pays to the Administrator, Northern Trust International Fund Administration Services (Guernsey) Limited, a fee accrued weekly and paid monthly in arrears at the annual rate of:
| Net Asset Value | Annual Rate |
| Up to $50,000,000 | 0.18% |
| $50,000,001 to $100,000,000 | 0.135% |
| $100,000,001 to $200,000,000 | 0.0675% |
| Thereafter | 0.02% |
Redemption Pool Administration Fees
At each redemption date a charge in respect of the preparatory work for the set-up and calculation of investment and redemption prices of £7,500 will be payable.
An additional fee will be payable on the fair value of the assets of that redemption pool of:
| Net Asset Value | Annual Rate |
| Up to $25,000,000 | 0.18% |
| $25,000,001 to $50,000,000 | 0.135% |
| Thereafter | 0.0675% |
For the six months ended 31st October 2017, total administration fees were $85,751 (31st October 2016: $70,838) of which $17,128 (30th April 2017: $27,086) is due and payable as at that date.
8. DIRECTORS’ FEES AND EXPENSES
Each of the Directors is entitled to receive a fee from the Company, being £30,000 per annum for the Chairman, £27,500 per annum for the Chairman of the Audit Committee and £25,000 per annum for each of the other Directors. In addition, the Company reimburses all reasonably incurred out-of-pocket expenses of the Directors.
For the six month ended 31st October 2017, total directors’ fees and expenses were $60,761 (31st October 2016: $106,298) of which $23,472 (30th April 2017: $12,454) is due and payable as at that date.
9. BASIC AND DILUTED EARNINGS/(DEFICIT) PER ORDINARY SHARE
The basic and diluted earnings/(deficit) per ordinary share figure is based on the profit/(loss) for the period of $33,770,649 (31st October 2016: $15,843,690) and on 44,921,120 being the weighted average number of shares in issue during the six months ended 31st October 2017 (31st October 2016: 40,742,696).
The earnings/(deficit) per ordinary share figure can be further analysed between revenue and capital, as below.
| 31st October 2017 | 31st October 2016 | |||
| $'000 | $'000 | |||
| Net revenue loss | (206) | (309) | ||
| Net capital profit/(loss) | 33,977 | 16,153 | ||
| Net total profit/(loss) | 33,771 | 15,844 | ||
| Weighted average number of ordinary shares | ||||
| in issue during the period | 44,921,120 | 40,742,696 | ||
| $ | $ | |||
| Revenue loss per ordinary share | (0.005) | (0.008) | ||
| Capital profit/(loss) per ordinary share | 0.756 | 0.397 | ||
| Total profit/(loss) per ordinary share | 0.751 | 0.389 | ||
10. LOANS PAYABLE
| Loan | Interest | Maturity | 31st October 2017 | 30th April 2017 | |
| Amount | Rate | Date | $'000 | $'000 | |
| 3 year committed variable rate | |||||
| credit facility | |||||
| ¥ 1,000,000,000 | 1.19% | 9th Jun 2017 | - | 8,986 | |
| ¥ 1,000,000,000 | 1.17% | 8th Dec 2017 | 8,835 | - | |
| Loan due for repayment within one year | 8,835 | 8,986 | |||
The credit facility is provided by Royal Bank of Scotland International Limited (“RBSIâ€). As at 31st October 2017, the Company had drawn down Â¥1,000,000,000 ($8,800,493) (31st April 2017: Â¥1,000,000,000/$8,985,540) of the Â¥1,500,000,000 borrowable under the terms of the facility agreement.
Under the terms of the facility agreement, the Company is required to comply with the following financial covenants:
- the Company’s portfolio must contain at least 60 investments, of which at least 50 must be in investments quoted on the Tokyo Stock Exchange or any other equivalent exchange approved by RBSI, at all times;
- the amount of the credit facility drawn down must not exceed 25% of the value of the Company’s portfolio at any time; and
- the Company’s NAV must not fall below $58,000,000 at any time.
The Company complied with all of the above financial covenants during the six months ended 31st October 2017 and the year ended 30th April 2017.
Gains/(losses) on foreign exchange on the Company’s loan amounted to $338,704 during the six months ended 31st October 2017 (31st October 2016: $(1,105,124)).
11. SHARE CAPITAL AND SHARE PREMIUM
Authorised
The Company is authorised to issue an unlimited number of ordinary shares of no par value.
The Company may also issue C shares being a convertible share in the capital of the Company of no par value. C shares shall not have the right to attend or vote at any general meeting of the Company. The holders of C shares of the relevant class shall be entitled, in that capacity to receive a special dividend of such amount as the Directors may resolve to pay out of the net assets attributable to the relevant C share class and from income received and accrued attributable to the relevant C share class for the period up to the conversion date payable on a date falling before, on or after the conversion date as the Directors may determine. There are no C shares currently in issue.
The rights which the ordinary shares confer upon the holders thereof are as follows:
Voting rights
On a show of hands, every Member who is present shall have one vote; and on a poll, a Member present in person or by proxy shall be entitled to one vote per ordinary share held.
Entitlement to dividends
The Company may declare dividends in respect of the ordinary shares. Treasury shares do not confer an entitlement to any dividends declared.
Rights in a winding-up
The holders of ordinary shares will be entitled to share in the Net Asset Value of the Company as determined by the Liquidator.
Issued Ordinary Shares
| Number of Shares | Share Capital | Share Premium | |||
| $’000 | $’000 | ||||
| In issue at 31st October 2017 | 51,591,713 | - | - | ||
| In issue at 30th April 2017 | 44,139,050 | - | - | ||
| Reconciliation of number of shares | ||||
| Number of Shares | Number of Shares | |||
| 31st October 2017 | 30th April 2017 | |||
| Shares of no par value | ||||
| Issued shares at the start of the period | 44,139,050 | 40,182,900 | ||
| Re-issue of treasury shares | - | - | ||
| Subscription of shares | 8,598,577 | 7,614,446 | ||
| Redemption of shares | (1,145,914) | (2,485,796) | ||
| Purchase of shares into Treasury | - | (1,172,500) | ||
| Number of shares at the end of the period | 51,591,713 | 44,139,050 | ||
| Shares held in Treasury | ||||
| Opening balance | 3,874,186 | 2,701,686 | ||
| Shares bought in to Treasury during the period | - | 1,172,500 | ||
| Treasury shares re-issued | - | - | ||
| Number of shares at the end of the period | 3,874,186 | 3,874,186 | ||
During the period ended 31st October 2017, a total of $Nil was paid to purchase shares into Treasury (30th April 2017: $2,202,538).
Shareholders are entitled to receive any dividends or other distributions out of profits lawfully available for distribution and on winding up they are entitled to the surplus assets remaining after payment of all the creditors of the Company. The shares redeemed in the current year were cancelled immediately.
12. FAIR VALUE HIERARCHY
The fair value of investments traded in active markets (such as publicly traded derivatives and trading securities) are based on quoted market prices at the close of trading on the Statement of Financial Position date. The quoted market price used for investments held by the Company is the last traded price; the appropriate quoted market price for financial liabilities is the current asking price.
A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.
The fair value of investments that are not traded in an active market is determined by using valuation techniques.
For instruments for which there is no active market, the Company may use internally developed models, which are usually based on valuation methods and techniques generally recognised as standard within the industry. Valuation models may be used primarily to value unlisted equity, debt securities and other debt instruments for which markets were or have been inactive during the financial year. Some of the inputs to these models may not be market observable and are therefore estimated based on assumptions.
The following table sets out fair value measurements using the IFRS 13 fair value hierarchies:
| At 31st October 2017 | |||||||
| Investments at fair value through profit or loss | |||||||
| Level 1 | Level 2 | Level 3 | Total | ||||
| $’000 | $’000 | $’000 | $’000 | ||||
| Equity Investments | 152,390 | - | - | 152,390 | |||
| 152,390 | - | - | 152,390 | ||||
| At 30th April 2017 | |||||||
| Investments at fair value through profit or loss | |||||||
| Level 1 | Level 2 | Level 3 | Total | ||||
| $’000 | $’000 | $’000 | $’000 | ||||
| Equity Investments | 106,571 | - | - | 106,571 | |||
| 106,571 | - | - | 106,571 | ||||
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset as follows:
Level 1 - valued using quoted prices in active markets for identical assets or liabilities.
Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within level 1.
Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.
13. NET ASSET VALUE
| 31st October 2017 | 30th April 2017 | |||||
| Net Asset Value | $151,949,331 | $99,695,364 | ||||
| Number of Shares in Issue | 51,591,713 | 44,139,050 | ||||
| NAV per Ordinary Share | $2.95 | $2.26 | ||||
14. SUBSCRIPTION RIGHT
Shareholders have the opportunity to subscribe for one new ordinary share for every five ordinary shares held on 1st October in each year. The following subscriptions were made during the period:
| Subscription date | Shares issued | $’000 | ||
| 31st October 2017 | 31st October 2017 | |||
| 10/10/2017 | 8,598,577 | 19,360 | ||
| 8,598,577 | 19,360 | |||
| Subscription date | Shares issued | $’000 | ||
| 31st October 2016 | 31st October 2016 | |||
| 03/10/2016 | 7,614,446 | 13,387 | ||
| 7,614,446 | 13,387 | |||
During the six months ended 31st October 2017, a total of $19,359,644 was paid by subscribing shareholders (31st October 2016: $13,386,514).
15. REDEMPTION FACILITY
Ordinarily, shareholders have the opportunity to make redemptions of part or all of their shareholding on a six-monthly basis with the Board’s discretion in declining any redemption requests. The following redemptions were made during the year:
| Redemption date | Shares redeemed | $’000 | ||
| 31st October 2017 | 31st October 2017 | |||
| 02/10/2017 | (1,145,914) | (3,146) | ||
| (1,145,914) | (3,146) | |||
| Redemption date | Shares redeemed | $’000 | ||
| 31st October 2016 | 31st October 2016 | |||
| 30/09/2016 | (1,910,488) | (3,751) | ||
| (1,910,488) | (3,751) | |||
During the six months ended 31st October 2017, a total of $3,146,073 was paid to redeeming shareholders (31st October 2016: $3,750,733).
16. DIVIDENDS
All amounts held in the Company’s revenue reserve are distributable to shareholders by way of dividends.
There were no dividends declared by the Board of Directors during the six months ended 31st October 2017 (31st October 2016: $Nil).
17. EXCHANGE RATES
The following exchange rates were used to translate assets and liabilities into the reporting currency (USD) at 31st October 2017 and 30th April 2017:
| 31st October 2017 | 30th April 2017 | |||||
| USD | USD | |||||
| GBP | 0.7573 | 0.7730 | ||||
The following average exchange rates were used to translate transactions into the reporting currency (USD) during the six months ended 31st October 2017 and 31st October 2016:
| 31st October 2017 | 31st October 2016 | |||||
| USD | USD | |||||
| GBP | 0.7674 | 0.7480 | ||||
18. CHANGES IN THE PORTFOLIO
A list, specifying for each investment the total purchases and sales which took place during the six months ended 31st October 2017 may be obtained, upon request, at the registered office of the Company.
19. EVENTS DURING THE REPORTING PERIOD
There were no significant events during the period ended 31st October 2017 which require adjustment to or additional disclosure in the Financial Statements.
20. EVENTS AFTER THE REPORTING PERIOD
There were no significant events subsequent to the period ended 31st October 2017 which require adjustment to or additional disclosure in the Financial Statements.
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