Half-year Report

RNS Number : 7577R
Baillie Gifford Shin Nippon PLC
26 September 2017
 

RNS Announcement

 

Baillie Gifford Shin Nippon PLC

 

Legal Entity Identifier: X5XCIPCJQCSUF8H1FU83

 

Regulated Information Classification: Half Yearly Financial Report

 

Results for the six months to 31 July 2017

 

The Company's net asset value per share rose by 16.0% compared to a 7.5% rise in the MSCI Japan Small Cap Index*. The share price increased by 18.2%.

 

¾ High growth smaller companies in Japan rebounded strongly in the first half of this year.

¾ Among the top performers were online businesses related to domestic consumption, including Japan's leading online takeaway delivery service, Yume No Machi, and online fashion apparel website, Start Today.  

¾ We also saw strong performance from companies exposed to long term structural trends such as factory automation and car electrification.

¾ We remain excited by the increasing number of young and dynamic companies that are using the Internet to disrupt existing industries or create completely new business models.

 

†   After deducting borrowings at fair value.

*   The Company's comparative index is the MSCI Japan Small Cap Index (total return and in sterling terms). See disclaimer at the end of this announcement.

 

Source: Thomson Reuters Datastream/Baillie Gifford and relevant underlying index providers. See disclaimer at end of this announcement.

 

Shin Nippon aims to achieve long term capital growth through investment principally in small Japanese companies which are believed to have above average prospects for growth. At 31 July 2017 the Company had total assets of £320.9m (before deduction of bank loans of £36.6m).

The Company is managed by Baillie Gifford, an Edinburgh based fund management group with approximately £172 billion under management and advice as at 25 September 2017.

 

Past performance is not a guide to future performance. The value of an investment and any income from it is not guaranteed and may go down as well as up and investors may not get back the amount invested. The Company has borrowed money to make further investments. This is commonly referred to as gearing. The risk is that, when this money is repaid by the Company, the value of these investments may not be enough to cover the borrowing and interest costs, and the Company makes a loss. If the Company's investments fall in value, gearing will increase the amount of this loss. The more highly geared the Company, the greater this effect will be.

 

Investment in investment trusts should be regarded as long term. You can find up to date performance information about Shin Nippon at www.shinnippon.co.uk.

 

25 September 2017

 

 

For further information please contact:

 

Alex Blake, Baillie Gifford & Co

Tel: 0131 275 2859

 

Roland Cross, Director, Four Broadgate

Tel: 0203 697 4200

 

 

 

The following is the unaudited Interim Financial Report for the six months to 31 July 2017.

 

Responsibility Statement

 

We confirm that to the best of our knowledge:

a)  the condensed set of Financial Statements has been prepared in accordance with FRS 104 'Interim Financial Reporting';

b)  the Interim Management Report includes a fair review of the information required by Disclosure and Transparency Rules 4.2.7R (indication of important events during the first six months, their impact on the Financial Statements and a description of the principal risks and uncertainties for the remaining six months of the year); and

c)  the Interim Financial Report includes a fair review of the information required by Disclosure and Transparency Rules 4.2.8R (disclosure of related party transactions and changes therein).

 

On behalf of the Board

MN Donaldson

Chairman

25 September 2017

 

 

 

 

 

Interim Management Report

 

High growth smaller companies in Japan rebounded strongly in the first half of this year having been out of favour last year due to external macro and political factors. Investors were encouraged by a series of positive economic data releases and strong corporate results in Japan, both of which highlighted an improving business environment for smaller companies. Encouragingly, we are seeing broad-based strength across corporate Japan, with companies from a number of sectors continuing to generate impressive rates of growth.

In the six months to 31 July 2017, Shin Nippon's net asset value per share (after deducting borrowings at fair value) rose by 16.0% compared to a 7.5% rise in the MSCI Japan Small Cap index.

The domestic economy in Japan continues to expand; the most recent quarterly GDP growth figure means that Japan has now enjoyed 6 consecutive quarters of positive growth, the longest such streak in over a decade. Both domestic consumption and corporate spending on capex have been key contributors to domestic growth. The labour market continues to remain tight and the jobs-to-applicants ratio has now exceeded levels seen during Japan's economic bubble era. This is also beginning to put considerable upward pressure on wages which is likely to have positive implications for domestic consumption.

Fast growing, disruptive online businesses were among the top performers in the first half of the current year. Within these, there was a noticeable skew towards names related to domestic consumption. Longstanding holding Yume No Machi, Japan's leading online takeaway delivery service, continues to grow at a fast pace as the market for online food delivery evolves rapidly. The company has taken a number of measures to increase its reach and appeal with customers. These include distribution related tie-ups with LINE, Japan's leading messaging service, and Asahi Shimbun, Japan's second largest newspaper. Online fashion apparel website Start Today continues to benefit from the rapid growth of ecommerce in Japan. It has recently introduced a deferred payment option which gives customers up to 2 months to pay for their purchases. This has been very well received by customers and there has been a noticeable acceleration in Start Today's sales as a result. Japan's leading ¥100 store operator Seria is continuing to disrupt and gain share from traditional incumbents through its sophisticated point-of-sale system which allows the company to precisely match supply and demand.

We also witnessed strong performance from companies exposed to long-term structural trends such as factory automation and car electrification. Both Harmonic Drive, a leading global manufacturer of precision gears used in small robots, and IRISO Electronics, a manufacturer of high-end connectors used in cars, are ramping up their capacity as they continue to see robust demand for their products. Staffing companies such as Outsourcing and WDB Holdings also performed well as they continue to benefit from the ongoing labour shortage in Japan. They have successfully been adding more workers to their roster and are also raising prices.

Among the poor performers was Takara Leben, a specialist condominium builder. The company is seeing a seasonal slowdown in demand and is also having to deal with rising construction costs due to labour shortage. We recently had a meeting with management and were encouraged by the measures they have put in place to mitigate the effects of rising costs. Shares in both Yonex, a leading global badminton brand, and iStyle, an online cosmetics website, were hit hard as management of both companies are investing aggressively to secure long term growth at the cost of short term profitability.

Turnover within the portfolio remains relatively low; however a few new holdings were taken over the six months. Morpho is a software company that has an interesting JV with Denso, a top tier global auto parts company. As part of this JV, Morpho is co-developing image and data processing technologies for advanced driver-assist systems (or ADAS) in cars. Gumi is a small games development company that is investing heavily in creating a new set of virtual reality related applications. Torex Semiconductor, another new purchase, is a global player in low voltage power solutions for autos and industrial applications. The Company has taken a small position in an unlisted financial technology company called Moneytree which has exciting growth potential.

We have previously noted that the range of investment opportunities for Shin Nippon continues to broaden. The IPO market remains in good health and so far this year, 46 companies have gone public. The total for the full-year is expected to reach 80 to 90, which would be the highest tally in a decade. We remain excited by the increasing number of young and dynamic companies that are using the Internet to disrupt existing industries or create completely new business models.

Shin Nippon continues to focus on investing in the most dynamic and innovative smaller businesses that are emerging in Japan. We believe that the operating environment for such companies has improved immensely in recent years and are seeing a newfound confidence amongst young entrepreneurs. This augurs well for Shin Nippon in terms of the opportunity to identify and invest in such exciting, high growth businesses.

 

The principal risks and uncertainties facing the Company are set out at the end of this report.

 

Baillie Gifford & Co

Past performance is not a guide to future performance

 

 

 

 

Income statement (unaudited)

 

 

For the six months ended

31 July 2017

For the six months ended

31 July 2016

 

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Net gains on investments (note 3)

36,186 

36,186 

52,676 

52,676 

Currency gains/(losses)

1,211 

1,211 

(4,123)

(4,123)

Income from investments

1,575 

1,575 

1,315 

1,315 

Investment management fee (note 4)

(935)

(935)

(741)

(741)

Other administrative expenses

(221)

(221)

(182)

(182)

Net return before finance costs and taxation

419 

37,397 

37,816 

392 

48,553 

48,945 

Finance costs of borrowings

(342)

(342)

(259)

(259)

Net return on ordinary activities before taxation

77 

37,397 

37,474 

133 

48,553 

48,686 

Tax on ordinary activities (note 5)

(157)

(157)

(132)

(132)

Net return on ordinary activities after taxation

(80)

37,397 

37,317 

48,553 

48,554 

Net return per ordinary share (note 7)

(0.19p)

90.61p

90.42p

126.84p

126.84p

 

The total column of this statement is the profit and loss account of the Company. The supplementary revenue and capital columns are prepared under guidance published by the Association of Investment Companies.

All revenue and capital items in this statement derive from continuing operations.

A Statement of Comprehensive Income is not required as all gains and losses of the Company have been reflected in the above statement.

 

 

Balance sheet (unaudited)

 

 

At 31 July 2017

At 31 January 2017

 

£'000

£'000

Fixed asset investments

 

 

Investments held at fair value through profit or loss (note 8)

318,281 

251,680 

 

 

 

Current assets

 

 

Debtors

1,090 

801 

Cash and cash equivalents

2,337 

5,520 

 

3,427 

6,321 

Creditors

 

 

Amounts falling due within one year

(842)

(553)

Net current assets

2,585 

5,768 

Total assets less current liabilities

320,866 

257,448 

 

 

 

Creditors

 

 

Amounts falling due after more than one year (note 9)

(36,636)

(23,576)

Total net assets

284,230 

233,872 

 

 

 

Capital and reserves

 

 

Share capital

4,235 

4,040 

Share premium account

52,940 

40,094 

Capital redemption reserve

21,521 

21,521 

Capital reserve

210,870 

173,473 

Revenue reserve

(5,336)

(5,256)

Shareholders' funds

284,230 

233,872 

 

 

 

Net asset value per ordinary share

(after deducting borrowings at book value)

671.2p

579.0p

Net asset value per ordinary share

(after deducting borrowings at fair value) (note 10)

669.6p

577.4p

Net asset value per ordinary share

(after deducting borrowings at par value)

671.1p

578.8p

Ordinary shares in issue (note 11)

42,345,497 

40,395,497 

 

 

 

Statement of changes in equity (unaudited)

 

For the six months ended 31 July 2017

 

Share
capital

£'000

Share
premium

account

£'000

Capital redemption

reserve

£'000

Capital

reserve*

£'000

Revenue reserve

£'000

Shareholders' funds

£'000

Shareholders' funds at 1 Feb 2017

4,040

40,094

21,521

173,473

(5,256)

233,872

Ordinary shares issued (note 11)

195

12,846

-

-

-

13,041

Net return on ordinary activities after taxation

-

-

-

37,397

(80)

37,317

Shareholders' funds at 31 July 2017

4,235

52,940

21,521

210,870

(5,336)

284,230

 

For the six months ended 31 July 2016

 

Share
capital

£'000

Share
premium

account

£'000

Capital redemption

reserve

£'000

Capital

reserve*

£'000

Revenue reserve

£'000

Shareholders' funds

£'000

Shareholders' funds at 1 Feb 2016

3,778

25,733

21,521

117,715

(5,357)

163,390

Ordinary shares issued (note 11)

185

9,843

-

-

10,028

Net return on ordinary activities after taxation

 

-

 

-

 

-

 

48,553

 

 

48,554

Shareholders' funds at 31 July 2016

3,963

35,576

21,521

166,268

(5,356)

221,972

 

*    The Capital reserve includes investment holding gains of £159,020,000 (31 July 2016 - gains of £127,336,000).

 

 

 

 

Condensed Cash Flow Statement (unaudited)

 

 

Six months to

31 July

2017

Six months to

31 July

2016

 

£'000

£'000

Cash flows from operating activities

 

 

Net return on ordinary activities before taxation

37,474 

48,686 

Net gains on investments

(36,186)

(52,676)

Currency (gains)/losses

(1,211)

4,123 

Finance costs of borrowings

342 

259 

Overseas withholding tax

(181)

(129)

Changes in debtors and creditors

(203)

53 

Cash from operations

35 

316 

Interest paid

(303)

(232)

Net cash (outflow)/inflow from operating activities

(268)

84 

Net cash outflow from investing activities

(30,284)

(6,725)

Ordinary shares issued

13,041 

10,028 

Bank loans drawn down

14,403 

Net cash inflow from financing activities

27,444 

10,028 

(Decrease)/increase in cash and cash equivalents

(3,108)

3,387 

Exchange movements

(75)

812 

Cash and cash equivalents at start of period

5,520 

5,106 

Cash and cash equivalents at end of period *

2,337 

9,305 

* Cash and cash equivalents represent cash at bank and short term money market deposits repayable on demand.

 

 

Twenty largest equity holdings at 31 July 2017 (unaudited)

 

 

Name

 

Business

Value

£'000

% of

total assets

Start Today

Internet fashion retailer

9,599

3.0

MonotaRO

Online business supplies

9,415

2.9

Yume No Machi

Online meal delivery service

8,799

2.7

Nihon M&A Center

M&A advisory services

8,256

2.6

Seria

Discount retailer

8,186

2.6

Harmonic Drive

Robotic components

8,017

2.5

Cyberagent

Internet advertising and content

7,739

2.4

GMO Payment Gateway

Online payment processing

7,606

2.4

Infomart Corp

Internet platform for restaurant supplies

7,346

2.3

Outsourcing

Employment placement services

7,342

2.3

Asahi Intecc

Specialist medical equipment

7,212

2.2

Pigeon

Baby care products

6,814

2.1

Peptidream

Drug discovery platform

6,608

2.0

Nippon Ceramic

Manufacturer of ultrasonic sensors

6,439

2.0

Lifull

Real estate information service

6,365

2.0

M3

Online medical services

6,347

2.0

iStyle

Cosmetics website

6,333

2.0

IRISO Electronics

Specialist auto connectors

6,215

1.9

Technopro Holdings

IT staffing

5,653

1.8

Horiba

Manufacturer of measuring instruments

5,518

1.7

 

 

145,809

45.4

 

 

 

 

 

Notes to the condensed financial statements (unaudited)

 

1.    

The condensed Financial Statements for the six months to 31 July 2017 comprise the statements set out on the previous pages together with the related notes below. They have been prepared in accordance with FRS 104 'Interim Financial Reporting' and the AIC's Statement of Recommended Practice issued in November 2014 and have not been audited or reviewed by the Auditors pursuant to the Auditing Practices Board Guidance on 'Review of Interim Financial Information'. The Financial Statements for the six months to 31 July 2017 have been prepared on the basis of the same accounting policies as set out in the Company's Annual Report and Financial Statements at 31 January 2017.

Going Concern

The Directors have considered the nature of the Company's principal risks and uncertainties, as set out below, together with its current position, investment objective and policy, its assets and liabilities and projected income and expenditure. The Company's assets, which are primarily investments in quoted securities which are readily realisable, exceed its liabilities significantly. All borrowings require the prior approval of the Board. Gearing levels and compliance with loan covenants are reviewed by the Board on a regular basis. Accordingly, the Directors considered it appropriate to adopt the going concern basis of accounting in preparing these Financial Statements and confirm that they are not aware of any material uncertainties which may affect the Company's ability to continue in operational existence for a period of at least twelve months from the date of approval of these Financial Statements.

2.    

The financial information contained within this Interim Financial Report does not constitute statutory accounts as defined in sections 434 to 436 of the Companies Act 2006. The financial information for the year ended 31 January 2017 has been extracted from the statutory accounts which have been filed with the Registrar of Companies. The Auditors' Report on these accounts was not qualified, did not include a reference to any matters to which the Auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under sections 498 (2) or (3) of the Companies Act 2006.

3.    

 

 

Six months to

31 July 2017

Six months to

31 July 2016

 

 

 

£'000

£'000

 

Net gains on investments

 

 

 

 

Gains on sales of investments

 

6,294

8,308

 

Movement in investment holdings gains

 

29,892

44,368

 

 

 

36,186

52,676

4.    

Baillie Gifford & Co Limited, a wholly owned subsidiary of Baillie Gifford & Co, has been appointed by the Company as its Alternative Investment Fund Manager (AIFM) and Company Secretary. The investment management function has been delegated to Baillie Gifford & Co.  The management agreement can be terminated on six months' notice. The annual management fee is 0.95% on the first £50m of net assets, 0.65% on the next £200m of net assets and 0.55% on the remainder, calculated and payable quarterly.

Prior to 1 September 2016 the management fee was 0.95% on the first £50m of net assets and 0.65% on the remaining net assets, calculated and payable quarterly.

5.    

The Company suffers overseas withholding tax on its equity income, currently at the rate of 10%.

6.    

No interim dividend will be declared.

 

 

 

 

 

 

 

 

Notes to the condensed financial statements (unaudited) (ctd)

 

7.    

 

 

Six months to

31 July 2017

Six months to

31 July 2016

 

 

 

£'000

£'000

 

Net return per ordinary share

 

 

 

 

Revenue return

 

(80)

1

 

Capital return

 

37,397 

48,553

 

Total return

 

37,317 

48,554

 

Net return per ordinary share is based on the above totals of revenue and capital and on 41,273,398 (31 July 2016 - 38,280,167) ordinary shares, being the weighted average number of ordinary shares in issue during the period. There are no dilutive or potentially dilutive shares in issue.

8.    

Fair Value

The fair value hierarchy used to analyse the basis on which the fair values of financial instruments held at fair value through the profit or loss account are measured is described below. Fair value measurements are categorised on the basis of the lowest level input that is significant to the fair value measurement.

Level 1 -  using unadjusted quoted prices for identical instruments in an active market;

Level 2 -  using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and

Level 3 -  using inputs that are unobservable (for which market data is unavailable).

The Company's investments are financial assets held at fair value through profit or loss. An analysis of the Company's financial asset investments based on the fair value hierarchy described above is shown below:

 

Investments held at fair value through profit or loss

 

As at 31 July 2017

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

 

Listed equities

316,702

-

-

316,702

 

Unlisted equities

-

-

1,579

1,579

 

Total financial asset investments

316,702

-

1,579

318,281

 

 

 

 

 

 

 

As at 31 January 2017

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

 

Listed equities

251,680

-

-

251,680

 

Unlisted equities

-

-

-

-

 

Total financial asset investments

251,680

-

-

251,680

                 

 

 

 

 

 

 

 

 

 

Notes to the condensed financial statements (unaudited) (ctd)

 

 

There have been no transfers between levels of the fair value hierarchy during the period. The fair value of listed investments is last traded price which is equivalent to the bid price on Japanese markets. Listed investments are categorised as Level 1 if they are valued using unadjusted quoted prices for identical instruments in an active market and as Level 2 if they do not meet all these criteria but are, nonetheless, valued using market data. Unlisted investments are valued at fair value by the Directors following a detailed review and appropriate challenge of the valuations proposed by the Managers. The Managers' unlisted investment valuation policy applies methodologies consistent with the International Private Equity and Venture Capital Valuation guidelines ('IPEV'). These methodologies can be categorised as follows: (a) market approach (price of recent investment, multiples, industry valuation benchmarks and available market prices); (b) income approach (discounted cash flows); and (c) replacement cost approach (net assets). The Company's holdings in unlisted investments are categorised as Level 3 as unobservable data is a significant input to their fair value measurements.

9.    

The amounts falling due after more than one year include bank loans of £36,636,000 (¥5.35 billion) outstanding under yen loan facilities repayable on 27 November 2020 (31 January 2017 - £23,576,000 (¥3.35 billion)). During the period an additional ¥2 billion facility was arranged with ING Bank N.V. and fully drawn down, bringing total borrowings at 31 July 2017 to ¥5.35 billion.

10. 

The fair value of the bank loans at 31 July 2017 was £37,313,000 (31 January 2017 - £24,216,000).

11. 

The Company has the authority to issue shares/sell treasury shares at a premium to net asset value as well as to buy back shares at a discount to net asset value. During the period under review, 1,950,000 shares were issued at a premium to net asset value raising net proceeds of £13,041,000 (31 July 2016 - 1,850,000 shares raising net proceeds of £10,028,000). No shares were bought back during the period under review (31 July 2016 - nil).

12. 

Transaction costs incurred on the purchase and sale of the investments are added to the purchase cost or deducted from the sale proceeds, as appropriate. During the period, transaction costs on purchases amounted to £19,000 (31 July 2016 - £14,000) and transaction costs on sales amounted to £7,000 (31 July 2016 - £7,000).

13. 

Related party transactions

There have been no transactions with related parties during the first six months of the current financial year that have materially affected the financial position or the performance of the Company during that period and there have been no changes in the related party transactions described in the last Annual Report and Financial Statements that could have had such an effect on the Company during that period.

14. 

None of the views expressed in this document should be construed as advice to buy or sell a particular investment.

 

Principal Risks and Uncertainties

The principal risks facing the Company are financial risk, investment strategy risk, discount risk, regulatory risk, custody and depositary risk, small company risk, operational risk, leverage risk and political risk.

 

An explanation of these risks and how they are managed is set out on pages 6 and 7 the Company's Annual Report and Financial Statements for the year to 31 January 2017 which is available on the Company's website: www.shinnippon.co.ukThe principal risks and uncertainties have not changed since the date of that report.

 

The Interim Financial Report will be available on www.shinnippon.co.uk and will be posted to shareholders on or around 29 September 2017.

Neither the contents of the Managers' website nor the contents of any website accessible from hyperlinks on the Managers' website (or any other website) is incorporated into, or forms part of, this announcement.

 

 

 

Third party data provider disclaimers

 

No third party data provider ('Provider') makes any warranty, express or implied, as to the accuracy, completeness or timeliness of the data contained herewith nor as to the results to be obtained by recipients of the data. No Provider shall in any way be liable to any recipient of the data for any inaccuracies, errors or omissions in the index data included in this document, regardless of cause, or for any damages (whether direct or indirect) resulting therefrom.

No Provider has any obligation to update, modify or amend the data or to otherwise notify a recipient thereof in the event that any matter stated herein changes or subsequently becomes inaccurate.

Without limiting the foregoing, no Provider shall have any liability whatsoever to you, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by you as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by you or any third party, whether or not based on the content, information or materials contained herein.

 

MSCI Index Data

 

MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This document is not approved, endorsed, reviewed or produced by MSCI. None of the MSCI data is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such.

 

-Ends-


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