BlueCrest AllBlue Fund Limited
(the "Company")
Annual Financial Report for the year ended 31 December 2009
BlueCrest AllBlue Fund Limited (LSE: BABS, BABU, BABE) today, in accordance with DTR 6.3.5, releases its annual results for the year ended 31 December 2009. The Company is a self-managed closed-ended investment company incorporated in Guernsey, focused on providing consistent long-term capital growth through an investment policy of investing substantially all of its assets in AllBlue Limited ("AllBlue") or any successor vehicle of AllBlue. The Shares of the Company are admitted to the Official List and to trading on main market of the London Stock Exchange.
Note: AllBlue Limited is a fund of hedge funds exempted company incorporated with limited liability in the Cayman Islands as an open-ended investment company.
Copies of the Annual Financial Report will be available from the Company's website www.bluecrestallblue.co.uk by 30 April 2010.
For further information, please visit www.bluecrestallblue.co.uk or contact:
Anson Fund Managers Limited, Secretary |
01481 722260 |
CHAIRMAN'S STATEMENT
Dear Shareholder
The Company enjoyed a very successful 2009 with a significant increase in both net asset value per share (Sterling Shares: 21.54%) and share price (Sterling Shares 53.5%). As equity market conditions improved toward the end of the year, and the Company's shares returned to a premium to net asset value, we were also pleased to complete a further placing and offer for subscription of C shares in December 2009 which raised £101 million. This capital raising exercise has further improved the liquidity of the Company's shares which the Board believes is in the interests of all shareholders.
Investment Performance
During 2009, the published Sterling Share NAV rose from 125.26p to 152.24p, a return of 21.54% for the year. This represented the strongest year for investment performance since the Company's inception in 2006, and the Board is advised that it resulted from an unusually attractive environment for trading based strategies that persisted throughout the year, which led to higher allocations to such strategies than in prior years. AllBlue, into which the Company invests, recorded twelve consecutive months of positive performance during the year, with all six strategies into which it was invested for the full year delivering a positive return. The report by BlueCrest, the manager of AllBlue, on pages 13 to 26 contains a more detailed review of the returns for the year from the different underlying strategies. This represents continued strong and consistent performance relative to alternative asset management indices and to broader asset classes in general:
2009 2008
HFRI Fund Weighted Composite Index (USD) 20.0% -19.0%
MSCI World Index Gross Total Return (USD) 30.8% -40.3%
BarclaysCap Global Bond Index (USD) 6.5% 6.8%
Sterling Share NAV 21.54% 12.12%
Risk Management and Liquidity
BlueCrest has advised the Board that its risk management practices and procedures remained in full operation throughout the year. It has further advised the Board that the underlying funds into which AllBlue invests continue to be highly liquid and that levels of leverage employed in the trading strategies are consistent with prior years. The weighted average unencumbered cash within the underlying funds, a measure of the implicit leverage within the margin-based strategies employed by the underlying funds, stood at 58% as at 31 December 2009, in line with historical levels.
Share Price Performance
Having started the year at a significant discount to net asset value, the market price of a Sterling Share appreciated significantly, from 103.75p to 159.30p. Discounts across the sector were significantly reduced during the year, and the Company's shares began to trade at a premium in the final quarter, reflecting investors' appreciation of the liquidity and strong performance of the Company.
During 2009, continuation votes were triggered for each of the Company's share classes, reflecting the significant discounts prevalent across the sector during late 2008 and 2009. The Board notes the outcome of the continuation votes held at the class meetings of the Company on 12 August 2009, when shareholders for all three classes voted in favour of continuation. The average discounts over the year for each of the Sterling, Euro and US Dollar Share classes were 4.2%, 5.2% and 4.7%, respectively.
Further Placing and Offer for Subscription of C Shares
The Company announced on 31 March 2010 its intention to raise further investment capital and it is intended that this will be a placing and offer for subscription of C shares. If completed, this would constitute the third such capital raising by the Company, following successful issues in July 2008 and December 2009. The Board believes that increasing the net asset value and number of shares in issue will further increase liquidity in the shares for the benefit of all shareholders. The Board has also sought assurances from BlueCrest that the underlying funds into which AllBlue invests have sufficient capacity for further investment. Subject to investors' appetite for further investment, overall market conditions and the availability of capacity in AllBlue, it remains the Board's intention to grow the net assets of the Company through further capital issuance over time.
Outlook
The Company has enjoyed a positive start to 2010, and has been advised by BlueCrest that the investment environment for the underlying funds into which AllBlue invests remains attractive.
I look forward to reporting to you again in the Half-Yearly Financial Report for the period ended 30 June 2010.
Richard Crowder
Chairman
MANAGEMENT REPORT
A description of important events which have occurred during the financial year, their impact on the performance of the Company as shown in the financial statements and a description of the principal risks and uncertainties facing the Company, together with an indication of important events that have occurred since the end of the financial year and the Company's likely future development is given in the Chairman's Statement on page 10 to 12, the Report of the Directors on pages 29 to 36 and the notes to the financial statements on pages 54 to 82 and is incorporated here by reference.
There were no material related party transactions which took place in the financial year, other than those disclosed in the report of the directors and at note 5 to the financial statements.
Going Concern
The performance of the investments held by the Company over the reporting year are described in the Statement of Comprehensive Income and in note 6 to the financial statements and the outlook for the future is described in the Chairman's Statement. The Company's financial position, its cash flows and liquidity position are set out in the financial statements and the Company's financial risk management objectives and policies, details of its financial instruments and its exposures to market price risk, credit risk, liquidity risk, interest rate risk and the risk of leverage by underlying funds are set out at note 14 to the financial statements. In order to cover the on-going expenses of the Company, on 21 December 2009 the Company entered into a £500,000 Overdraft Facility (the "Facility") with Barclays Private Clients International Limited ("Barclays"). This Facility is engaged to cover the costs of the Company as they fall due and is replenished by redeeming shares on a pro-rata basis in the underlying AllBlue Fund. At present the facility is due to expire on 3 August 2011 and may be renewed by agreement between the Company and Barclays.
The Company's Articles incorporate a discount management provision (which applies to each class of Share individually) that requires a continuation vote to be proposed in respect of the particular class of Shares at a class meeting of the relevant shareholders (by way of ordinary resolution) in the circumstances explained on page 4.
As at 31 March 2010, the Sterling Shares had traded at an average 0.2% premium to their net asset values, the Euro Shares at an average 0.4% discount and the US Dollar Shares at an average premium of 0.3%, all over the previous 12 month period. As at 7 April 2010, being the latest practicable date prior to the publication of this document, the Sterling Shares were trading at a premium of 2.2% to their net asset value, the Euro Shares at a premium of 1.6% and the US Dollar Shares at a premium of 2.9%. As at the date of this report, there is no indication that the requirement for a continuation vote will be triggered in the foreseeable future.
After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in the preparation of this annual financial report.
The Board of directors jointly and severally confirm that, to the best of their knowledge:
(a) the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
(b) This Management Report includes or incorporates by reference a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
Richard Crowder Jonathan Hooley
Director Director
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2009
|
|
|
Ordinary Shares |
||||
|
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Notes |
|
£ |
|
€ |
|
$ |
Net gain / (loss) on financial assets at fair value through profit or loss |
6 |
|
56,221,807 |
|
1,924,279 |
|
4,556,490 |
|
|
|
|
|
|
|
|
Other operating income |
|
|
- |
|
- |
|
14,936 |
|
|
|
|
|
|
|
|
Operating expenses |
2 |
|
(429,398) |
|
(14,834) |
|
(25,924) |
|
|
|
|
|
|
|
|
Increase / (decrease) in net assets attributable to shareholders |
|
|
55,792,409 |
|
1,909,445 |
|
4,545,502 |
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
Currency aggregation adjustment |
|
|
- |
|
- |
|
- |
Increase / (decrease) in net assets attributable to shareholders after other comprehensive income |
|
|
55,792,409 |
|
1,909,445 |
|
4,545,502 |
|
|
|
|
|
|
|
|
Earnings / (loss) per Share for the year |
|
|
Pence (£) |
|
Cent (€) |
|
Cents ($) |
- Basic and Diluted |
4 |
|
26.93 |
|
28.79 |
|
25.21 |
|
|
|
|
C Shares |
|
|
||||
|
|
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
Notes |
|
|
£ |
|
€ |
|
$ |
|
£ |
Net gain / (loss) on financial assets at fair value through profit or loss |
6 |
|
|
- |
|
- |
|
- |
|
60,500,306 |
|
|
|
|
|
|
|
|
|
|
|
Other operating income |
|
|
|
- |
|
- |
|
- |
|
9,567 |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
2 |
|
|
(21,566) |
|
(260) |
|
(1,284) |
|
(481,838) |
|
|
|
|
|
|
|
|
|
|
|
Increase / (decrease) in net assets attributable to shareholders |
|
|
|
(21,566) |
|
(260) |
|
(1,284) |
|
60,028,035 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
Currency aggregation adjustment |
|
|
|
- |
|
- |
|
- |
|
(1,652,111) |
Increase / (decrease) in net assets attributable to shareholders after other comprehensive income |
|
|
|
(21,566) |
|
(260) |
|
(1,284) |
|
58,375,974 |
|
|
|
|
|
|
|
|
|
|
|
Earnings / (loss) per Share for the year |
|
|
|
Pence (£) |
|
Cent (€) |
|
Cents ($) |
|
|
- Basic and Diluted |
4 |
|
|
(0.02) |
|
(0.02) |
|
(0.02) |
|
|
In arriving at the results for the financial year, all amounts above relate to continuing operations.
There are no items of other comprehensive income for the year other than those disclosed above.
Reconciliation of basic and diluted earnings / (loss) per share for investment purposes to earnings / (loss) per share per the financial statements:
|
|
|
Ordinary Shares |
|||||||
|
|
|
Pence (£) |
|
Cent (€) |
|
Cents ($) |
|
||
Earnings / (loss) per Share for investment purposes |
|
|
27.15 |
|
29.02 |
|
25.28 |
|
||
Adjustment for amortisation of preliminary and other expenses on a straight line basis in accordance with prospectus |
|
|
(0.22) |
|
(0.23) |
|
(0.07) |
|
||
Earnings / (loss) per Share per the financial statements |
|
|
26.93 |
|
28.79 |
|
25.21 |
|
||
|
|
|
|
C Shares |
|||||||
|
|
Pence (£) |
|
Cent (€) |
|
Cents ($) |
|
||||
Earnings / (loss) per Share for investment purposes |
|
0.00 |
|
0.00 |
|
0.00 |
|
||||
Adjustment for amortisation of preliminary and other expenses on a straight line basis in accordance with prospectus |
|
(0.02) |
|
(0.02) |
|
(0.02) |
|
||||
Earnings / (loss) per Share per the financial statements |
|
(0.02) |
|
(0.02) |
|
(0.02) |
|
||||
The earnings / (loss) per Share for investment purposes represents the earnings / (loss) per Share attributable to shareholders in accordance with the Prospectus.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2008
|
|
|
Ordinary Shares |
||||
|
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Notes |
|
£ |
|
€ |
|
$ |
Net gain on financial assets at fair value through profit or loss |
6 |
|
23,992,457 |
|
751,300 |
|
1,610,492 |
|
|
|
|
|
|
|
|
Operating expenses |
2 |
|
(1,186,262) |
|
(36,387) |
|
(75,274) |
|
|
|
|
|
|
|
|
Increase in net assets attributable to shareholders |
|
|
22,806,195 |
|
714,913 |
|
1,535,218 |
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
Currency aggregation adjustment |
|
|
- |
|
- |
|
- |
Increase / (decrease) in net assets attributable to shareholders after other comprehensive income |
|
|
22,806,195 |
|
714,913 |
|
1,535,218 |
|
|
|
|
|
|
|
|
Earnings per Share for the year |
|
|
Pence (£) |
|
Cent (€) |
|
Cents ($) |
- Basic and Diluted |
4 |
|
13.79 |
|
12.74 |
|
12.60 |
|
|
C Shares |
|
|
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
Notes |
£ |
|
€ |
|
$ |
|
£ |
Net gain on financial assets at fair value through profit or loss |
6 |
- |
|
- |
|
- |
|
26,225,629 |
|
|
|
|
|
|
|
|
|
Operating expenses |
2 |
- |
|
- |
|
- |
|
(1,259,383) |
|
|
|
|
|
|
|
|
|
Increase in net assets attributable to shareholders |
|
- |
|
- |
|
- |
|
24,966,246 |
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
Currency aggregation adjustment |
|
- |
|
- |
|
- |
|
2,955,097 |
Increase / (decrease) in net assets attributable to shareholders after other comprehensive income |
|
- |
|
- |
|
- |
|
27,921,343 |
|
|
|
|
|
|
|
|
|
Earnings per Share for the year |
|
Pence (£) |
|
Cent (€) |
|
Cents ($) |
|
|
- Basic and Diluted |
4 |
- |
|
- |
|
- |
|
|
In arriving at the results for the financial year, all amounts above relate to continuing operations.
There are no items of other comprehensive income for the year other than those disclosed above.
Reconciliation of basic and diluted earnings per share for investment purposes to earnings per share per the financial statements:
|
|
|
Ordinary Shares |
||||
|
|
|
Pence (£) |
|
Cent (€) |
|
Cents ($) |
Earnings per Share for investment purposes |
|
|
14.51 |
|
13.39 |
|
13.22 |
Adjustment for amortisation of preliminary and other expenses on a straight line basis in accordance with prospectus |
|
|
(0.72) |
|
(0.65) |
|
(0.62) |
Earnings per Share per the financial statements |
|
|
13.79 |
|
12.74 |
|
12.60 |
|
C Shares |
||||
|
Pence (£) |
|
Cent (€) |
|
Cents ($) |
Earnings per Share for investment purposes |
0.00 |
|
0.00 |
|
0.00 |
Adjustment for amortisation of preliminary and other expenses on a straight line basis in accordance with prospectus |
0.00 |
|
0.00 |
|
0.00 |
Earnings per Share per the financial statements |
0.00 |
|
0.00 |
|
0.00 |
The earnings per Share for investment purposes represents the earnings per Share attributable to shareholders in accordance with the Prospectus.
STATEMENT OF FINANCIAL POSITION
As at 31 December 2009
|
|
|
Ordinary Shares |
||||
|
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Notes |
|
£ |
|
€ |
|
$ |
FIXED ASSETS |
|
|
|
|
|
|
|
Unquoted financial assets designated as at fair value through profit or loss |
6 |
|
318,365,831 |
|
7,789,813 |
|
23,446,094 |
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
Receivables & prepayments |
7 |
|
63,343 |
|
558 |
|
1,025 |
Cash & cash equivalents |
|
|
774,439 |
|
41,956 |
|
17,597 |
|
|
|
837,782 |
|
42,514 |
|
18,622 |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Payables & accrued liabilities |
8 |
|
56,819 |
|
46,163 |
|
14,028 |
|
|
|
56,819 |
|
46,163 |
|
14,028 |
|
|
|
|
|
|
|
|
NET CURRENT ASSETS / (LIABILITIES) |
|
|
780,963 |
|
(3,649) |
|
4,594 |
|
|
|
|
|
|
|
|
NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS |
|
|
319,146,794 |
|
7,786,164 |
|
23,450,688 |
|
|
|
|
|
|
|
|
|
|
C Shares |
|
|
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
Notes |
£ |
|
€ |
|
$ |
|
£ |
FIXED ASSETS |
|
|
|
|
|
|
|
|
Unquoted financial assets designated as at fair value through profit or loss |
6 |
95,453,774 |
|
1,086,802 |
|
5,772,324 |
|
439,760,856 |
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
Receivables & prepayments |
7 |
346 |
|
4 |
|
20 |
|
18,894 |
Cash & cash equivalents |
|
- |
|
- |
|
- |
|
822,532 |
|
|
346 |
|
4 |
|
20 |
|
841,426 |
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Payables & accrued liabilities |
8 |
21,912 |
|
264 |
|
1,303 |
|
83,533 |
|
|
21,912 |
|
264 |
|
1,303 |
|
83,533 |
|
|
|
|
|
|
|
|
|
NET CURRENT ASSETS / (LIABILITIES) |
|
(21,566) |
|
(260) |
|
(1,283) |
|
757,893 |
|
|
|
|
|
|
|
|
|
NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS |
|
95,432,208 |
|
1,086,542 |
|
5,771,041 |
|
440,518,749 |
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares |
|
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
Notes |
£ |
|
€ |
|
$ |
|
Represented by: |
|
|
|
|
|
|
|
CAPITAL AND RESERVES |
|
|
|
|
|
|
|
Share capital |
9 |
- |
|
- |
|
- |
|
Share premium |
10 |
- |
|
- |
|
- |
|
Treasury Shares |
11 |
(483,079) |
|
- |
|
- |
|
Distributable reserves |
12 |
319,629,873 |
|
7,786,164 |
|
23,450,688 |
|
|
|
|
|
|
|
|
|
|
|
319,146,794 |
|
7,786,164 |
|
23,450,688 |
|
|
|
|
|
|
|
|
|
SHARES IN ISSUE |
|
209,623,415 |
|
5,303,602 |
|
15,915,995 |
|
|
|
|
|
|
|
|
|
NAV PER SHARE |
|
£1.5225 |
|
€1.4681 |
|
$1.4734 |
|
|
|
C Shares |
|
|
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
Notes |
£ |
|
€ |
|
$ |
|
£ |
Represented by: |
|
|
|
|
|
|
|
|
CAPITAL AND RESERVES |
|
|
|
|
|
|
|
|
Share capital |
9 |
- |
|
- |
|
- |
|
- |
Share premium |
10 |
- |
|
- |
|
- |
|
- |
Treasury Shares |
11 |
- |
|
- |
|
- |
|
(483,079) |
Distributable reserves |
12 |
95,432,208 |
|
1,086,542 |
|
5,771,041 |
|
441,001,828 |
|
|
|
|
|
|
|
|
|
|
|
95,432,208 |
|
1,086,542 |
|
5,771,041 |
|
440,518,749 |
|
|
|
|
|
|
|
|
|
SHARES IN ISSUE |
|
96,417,954 |
|
1,097,890 |
|
5,830,631 |
|
|
|
|
|
|
|
|
|
|
|
NAV PER SHARE |
|
£0.9898 |
|
€0.9898 |
|
$0.9898 |
|
|
Reconciliation of NAV for investment purposes to NAV per the financial statements:
|
|
Ordinary Shares |
|
||||
|
£ |
|
€ |
|
$ |
||
Published NAV per Share |
1.5224 |
|
1.4690 |
|
1.4743 |
||
Adjustment for amortisation of preliminary and other expenses on a straight line basis in accordance with prospectus |
(0.0001) |
|
(0.0009) |
|
(0.0009) |
||
NAV per Share per the financial statements |
1.5225 |
|
1.4681 |
|
1.4734 |
||
|
|
C Shares |
|
|
|
|||
|
£ |
|
€ |
|
$ |
|||
Published NAV per Share |
0.9897 |
|
0.9897 |
|
0.9897 |
|||
Adjustment for amortisation of preliminary and other expenses on a straight line basis in accordance with prospectus |
0.0001 |
|
0.0001 |
|
0.0001 |
|||
NAV per Share per the financial statements |
0.9898 |
|
0.9898 |
|
0.9898 |
The published NAV per Share represents the NAV per Share attributable to shareholders in accordance with the Prospectus.
The financial statements were approved by the Board of directors on 15 April 2010 and are signed on its behalf by:
Richard Crowder Jonathan Hooley
Director Director
STATEMENT OF FINANCIAL POSITION
As at 31 December 2008
|
|
|
Ordinary Shares |
||||
|
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Notes |
|
£ |
|
€ |
|
$ |
FIXED ASSETS |
|
|
|
|
|
|
|
Unquoted financial assets designated as at fair value through profit or loss |
6 |
|
256,625,844 |
|
7,845,388 |
|
25,226,771 |
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
Receivables & prepayments |
7 |
|
49,045 |
|
205 |
|
377 |
Cash & cash equivalents |
|
|
837,331 |
|
13,610 |
|
43,391 |
|
|
|
886,376 |
|
13,815 |
|
43,768 |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Payables & accrued liabilities |
8 |
|
135,215 |
|
14,957 |
|
53,831 |
|
|
|
135,215 |
|
14,957 |
|
53,831 |
|
|
|
|
|
|
|
|
NET CURRENT ASSETS / (LIABILITIES) |
|
|
751,161 |
|
(1,142) |
|
(10,063) |
|
|
|
|
|
|
|
|
NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS |
|
|
257,377,005 |
|
7,844,246 |
|
25,216,708 |
|
|
|
C Shares |
|
|
||||
|
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
Notes |
|
£ |
|
€ |
|
$ |
|
£ |
FIXED ASSETS |
|
|
|
|
|
|
|
|
|
Unquoted financial assets designated as at fair value through profit or loss |
6 |
|
- |
|
- |
|
- |
|
281,412,397 |
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
Receivables & prepayments |
7 |
|
- |
|
- |
|
- |
|
7,295 |
Cash & cash equivalents |
|
|
- |
|
- |
|
- |
|
880,075 |
|
|
|
- |
|
- |
|
- |
|
887,370 |
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Payables & accrued liabilities |
8 |
|
- |
|
- |
|
- |
|
144,195 |
|
|
|
- |
|
- |
|
- |
|
144,195 |
|
|
|
|
|
|
|
|
|
|
NET CURRENT ASSETS / (LIABILITIES) |
|
|
- |
|
- |
|
- |
|
743,175 |
|
|
|
|
|
|
|
|
|
|
NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS |
|
|
- |
|
- |
|
- |
|
282,155,572 |
|
|
|
Ordinary Shares |
||||
|
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Notes |
|
£ |
|
€ |
|
$ |
Represented by: |
|
|
|
|
|
|
|
CAPITAL AND RESERVES |
|
|
|
|
|
|
|
Share capital |
9 |
|
- |
|
- |
|
- |
Share premium |
10 |
|
- |
|
- |
|
- |
Treasury Shares |
11 |
|
(483,079) |
|
- |
|
- |
Distributable reserves |
12 |
|
257,860,084 |
|
7,844,246 |
|
25,216,708 |
|
|
|
|
|
|
|
|
|
|
|
257,377,005 |
|
7,844,246 |
|
25,216,708 |
|
|
|
|
|
|
|
|
SHARES IN ISSUE |
|
|
205,485,106 |
|
6,500,194 |
|
20,719,155 |
|
|
|
|
|
|
|
|
NAV PER SHARE |
|
|
£1.2525 |
|
€1.2068 |
|
$1.2171 |
|
|
C Shares |
|
|
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
Notes |
£ |
|
€ |
|
$ |
|
£ |
Represented by: |
|
|
|
|
|
|
|
|
CAPITAL AND RESERVES |
|
|
|
|
|
|
|
|
Share capital |
9 |
- |
|
- |
|
- |
|
- |
Share premium |
10 |
- |
|
- |
|
- |
|
- |
Treasury Shares |
11 |
- |
|
- |
|
- |
|
(483,079) |
Distributable reserves |
12 |
- |
|
- |
|
- |
|
282,638,651 |
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
- |
|
282,155,572 |
|
|
|
|
|
|
|
|
|
SHARES IN ISSUE |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
NAV PER SHARE |
|
£0.0000 |
|
€0.0000 |
|
$0.0000 |
|
|
Reconciliation of NAV for investment purposes to NAV per the financial statements:
|
Ordinary Shares |
||||
|
£ |
|
€ |
|
$ |
Published NAV per Share |
1.2526 |
|
1.2070 |
|
1.2182 |
Adjustment for amortisation of preliminary and other expenses on a straight line basis in accordance with prospectus. |
(0.0001) |
|
(0.0002) |
|
(0.0011) |
NAV per Share per the financial statements |
1.2525 |
|
1.2068 |
|
1.2171 |
|
C Shares |
||||
|
£ |
|
€ |
|
$ |
Published NAV per Share |
0.0000 |
|
0.0000 |
|
0.0000 |
Adjustment for amortisation of preliminary and other expenses on a straight line basis in accordance with prospectus. |
0.0000 |
|
0.0000 |
|
0.0000 |
NAV per Share per the financial statements |
0.0000 |
|
0.0000 |
|
0.0000 |
STATEMENT OF CHANGES IN NETS ASSETS ATTRIBUTABLE TO SHAREHOLDERS
For the year ended 31 December 2009
|
|
|
Ordinary Shares |
||||
|
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
|
Opening balance |
|
|
257,377,005 |
|
7,844,246 |
|
25,216,708 |
|
|
|
|
|
|
|
|
Issue of Shares |
|
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
Share issue costs |
|
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
Increase / (decrease) in net assets attributable to shareholders |
|
|
55,792,409 |
|
1,909,445 |
|
4,545,502 |
|
|
|
|
|
|
|
|
|
|
|
313,169,414 |
|
9,753,691 |
|
29,762,210 |
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
Currency aggregation adjustment |
|
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
313,169,414 |
|
9,753,691 |
|
29,762,210 |
|
|
|
|
|
|
|
|
Treasury shares |
|
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
Share conversions |
|
|
5,977,380 |
|
(1,967,527) |
|
(6,311,522) |
|
|
|
|
|
|
|
|
Closing balance |
|
|
319,146,794 |
|
7,786,164 |
|
23,450,688 |
|
|
C Shares |
|
|
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
|
Opening balance |
|
- |
|
- |
|
- |
|
282,155,572 |
|
|
|
|
|
|
|
|
|
Issue of Shares |
|
96,417,954 |
|
1,097,780 |
|
5,830,631 |
|
100,997,226 |
|
|
|
|
|
|
|
|
|
Share issue costs |
|
(964,180) |
|
(10,978) |
|
(58,306) |
|
(1,009,973) |
|
|
|
|
|
|
|
|
|
Increase / (decrease) in net assets attributable to shareholders |
|
(21,566) |
|
(260) |
|
(1,284) |
|
60,028,035 |
|
|
|
|
|
|
|
|
|
|
|
95,432,208 |
|
1,086,542 |
|
5,771,041 |
|
442,170,860 |
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
Currency aggregation adjustment |
|
- |
|
- |
|
- |
|
(1,652,111) |
|
|
|
|
|
|
|
|
|
|
|
95,432,208 |
|
1,086,542 |
|
5,771,041 |
|
440,518,749 |
|
|
|
|
|
|
|
|
|
Treasury shares |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
Share conversions |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
Closing balance |
|
95,432,208 |
|
1,086,542 |
|
5,771,041 |
|
440,518,749 |
|
Ordinary Shares |
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
Opening balance |
150,920,222 |
|
6,174,123 |
|
10,738,553 |
|
|
|
|
|
|
Issue of Shares |
86,411,419 |
|
1,930,000 |
|
9,544,950 |
|
|
|
|
|
|
Share issue costs |
(864,114) |
|
(19,300) |
|
(95,450) |
|
|
|
|
|
|
Increase / (decrease) in net assets attributable to shareholders |
22,806,195 |
|
714,913 |
|
1,535,218 |
|
|
|
|
|
|
|
259,273,722 |
|
8,799,736 |
|
21,723,271 |
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
Currency aggregation adjustment |
- |
|
- |
|
- |
|
|
|
|
|
|
|
259,273,722 |
|
8,799,736 |
|
21,723,271 |
|
|
|
|
|
|
Treasury shares |
(483,079) |
|
- |
|
- |
|
|
|
|
|
|
Share conversions |
(1,413,638) |
|
(955,490) |
|
3,493,437 |
|
|
|
|
|
|
Closing balance |
257,377,005 |
|
7,844,246 |
|
25,216,708 |
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
Opening balance |
- |
|
- |
|
- |
|
160,868,140 |
|
|
|
|
|
|
|
|
Issue of Shares |
- |
|
- |
|
- |
|
94,797,140 |
|
|
|
|
|
|
|
|
Share issue costs |
- |
|
- |
|
- |
|
(947,972) |
|
|
|
|
|
|
|
|
Increase / (decrease) in net assets attributable to shareholders |
- |
|
- |
|
- |
|
24,966,246 |
|
|
|
|
|
|
|
|
|
- |
|
- |
|
- |
|
279,683,554 |
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
Currency aggregation adjustment |
- |
|
- |
|
- |
|
2,955,097 |
|
|
|
|
|
|
|
|
|
- |
|
- |
|
- |
|
282,638,651 |
|
|
|
|
|
|
|
|
Treasury shares |
- |
|
- |
|
- |
|
(483,079) |
|
|
|
|
|
|
|
|
Share conversions |
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
Closing balance |
- |
|
- |
|
- |
|
282,155,572 |
STATEMENT OF CASH FLOWS
For the year ended 31 December 2009
|
Ordinary Shares |
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
£ |
|
€ |
|
$ |
Operating activities |
|
|
|
|
|
Increase / (decrease) in net assets attributable to shareholders |
55,792,409 |
|
1,909,445 |
|
4,545,502 |
|
|
|
|
|
|
Less: Unrealised appreciation on financial assets at fair value through profit or loss |
(54,956,570) |
|
(490,287) |
|
(3,339,158) |
Less: Realised gains on sales of financial assets |
(94,076) |
|
(2,400) |
|
(3,315) |
Less: Realised gains on conversions |
(1,171,161) |
|
(1,431,592) |
|
(1,214,017) |
Less: Interest income |
(1,831) |
|
(118) |
|
(1) |
Add: Interest expense |
262 |
|
8 |
|
16 |
Currency aggregation adjustment |
- |
|
- |
|
- |
(Decrease) / increase in accrued expenses and payables |
(78,396) |
|
31,206 |
|
(39,803) |
(Increase) / decrease in prepayments and accrued income |
(14,298) |
|
(353) |
|
(648) |
|
|
|
|
|
|
Net cashflow from operating activities |
(523,661) |
|
15,909 |
|
(51,424) |
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
Operating activities |
|
|
|
|
|
|
|
Increase / (decrease) in net assets attributable to shareholders |
(21,566) |
|
(260) |
|
(1,284) |
|
58,375,924 |
|
|
|
|
|
|
|
|
Less: Unrealised appreciation on financial assets at fair value through profit or loss |
- |
|
- |
|
- |
|
(57,210,478) |
Less: Realised gains on sales of financial assets |
- |
|
- |
|
- |
|
(98,255) |
Less: Realised gains on conversions |
|
|
|
|
|
|
(3,191,574) |
Less: Interest income |
- |
|
- |
|
- |
|
(1,937) |
Add: Interest expense |
3 |
|
- |
|
- |
|
282 |
Currency aggregation adjustment |
- |
|
- |
|
- |
|
1,652,111 |
(Decrease) / increase in accrued expenses and payables |
21,912 |
|
264 |
|
1,303 |
|
(60,662) |
(Increase) / decrease in prepayments and accrued income |
(346) |
|
(4) |
|
(20) |
|
(11,599) |
|
|
|
|
|
|
|
|
Net cashflow from operating activities |
3 |
|
- |
|
(1) |
|
(546,188) |
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
Investing activities |
|
|
|
|
|
|
Interest received |
|
1,831 |
|
118 |
|
1 |
Purchase of financial assets |
|
- |
|
- |
|
- |
Proceeds from sale of financial assets |
|
459,200 |
|
12,327 |
|
25,645 |
|
|
|
|
|
|
|
Net cashflow from investing activities |
|
461,031 |
|
12,445 |
|
25,646 |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
Proceeds of issue of Shares |
|
- |
|
- |
|
- |
Share issue costs |
|
- |
|
- |
|
- |
Purchase of own Shares |
|
- |
|
- |
|
- |
Interest paid |
|
(262) |
|
(8) |
|
(16) |
|
|
|
|
|
|
|
Net cashflow from financing activities |
|
(262) |
|
(8) |
|
(16) |
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
837,331 |
|
13,610 |
|
43,391 |
Currency aggregation adjustment |
|
- |
|
- |
|
- |
Increase in cash and cash equivalents |
|
(62,892) |
|
28,346 |
|
(25,794) |
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
774,439 |
|
41,956 |
|
17,597 |
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
Investing activities |
|
|
|
|
|
|
|
Interest received |
- |
|
- |
|
- |
|
1,937 |
Purchase of financial assets |
(95,453,774) |
|
(1,086,802) |
|
(5,772,324) |
|
(99,987,253) |
Proceeds from sale of financial assets |
- |
|
- |
|
- |
|
485,992 |
|
|
|
|
|
|
|
|
Net cashflow from investing activities |
(95,453,774) |
|
(1,086,802) |
|
(5,772,324) |
|
(99,499,324) |
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
Proceeds of issue of Shares |
96,417,954 |
|
1,097,780 |
|
5,830,631 |
|
100,997,226 |
Share issue costs |
(964,180) |
|
(10,978) |
|
(58,306) |
|
(1,009,973) |
Purchase of own Shares |
- |
|
- |
|
- |
|
- |
Interest paid |
(3) |
|
- |
|
- |
|
(282) |
|
|
|
|
|
|
|
|
Net cashflow from financing activities |
95,453,771 |
|
1,086,802 |
|
5,772,325 |
|
99,986,971 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
- |
|
- |
|
- |
|
880,075 |
Currency aggregation adjustment |
- |
|
- |
|
- |
|
998 |
Increase in cash and cash equivalents |
- |
|
- |
|
- |
|
(58,541) |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
- |
|
- |
|
- |
|
822,532 |
STATEMENT OF CASH FLOWS
For the year ended 31 December 2008
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
Operating activities |
|
|
|
|
|
|
Increase / (decrease) in net assets attributable to shareholders |
|
22,806,195 |
|
714,913 |
|
1,535,218 |
|
|
|
|
|
|
|
Less: Unrealised appreciation on financial assets at fair value through profit or loss |
|
(23,168,989) |
|
(546,576) |
|
(972,931) |
Less: Realised gains on sales of financial assets |
|
(281,641) |
|
(7,967) |
|
(13,226) |
Less: Realised gains on conversions |
|
(541,826) |
|
(196,756) |
|
(624,335) |
Less: Interest income |
|
(60,900) |
|
(1,306) |
|
(2,309) |
Add: Interest expense |
|
11,573 |
|
406 |
|
758 |
Currency aggregation adjustment |
|
- |
|
- |
|
- |
Decrease in accrued expenses and payables |
|
(52,790) |
|
7,634 |
|
39,727 |
Decrease in prepayments and accrued income |
|
(39,434) |
|
169 |
|
344 |
|
|
|
|
|
|
|
Net cashflow from operating activities |
|
(1,327,812) |
|
(29,483) |
|
(36,754) |
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
Operating activities |
|
|
|
|
|
|
|
Increase / (decrease) in net assets attributable to shareholders |
- |
|
- |
|
- |
|
27,921,343 |
|
|
|
|
|
|
|
|
Less: Unrealised appreciation on financial assets at fair value through profit or loss |
- |
|
- |
|
- |
|
(24,769,564) |
Less: Realised gains on sales of financial assets |
- |
|
- |
|
- |
|
(298,320) |
Less: Realised gains on conversions |
- |
|
- |
|
- |
|
(1,157,743) |
Less: Interest income |
- |
|
- |
|
- |
|
(63,297) |
Add: Interest expense |
- |
|
- |
|
- |
|
12,342 |
Currency aggregation adjustment |
- |
|
- |
|
- |
|
(2,955,097) |
Decrease in accrued expenses and payables |
- |
|
- |
|
- |
|
(14,094) |
Decrease in prepayments and accrued income |
- |
|
- |
|
- |
|
(39,250) |
|
|
|
|
|
|
|
|
Net cashflow from operating activities |
- |
|
- |
|
- |
|
(1,363,680) |
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
Investing activities |
|
|
|
|
|
|
Interest received |
|
60,900 |
|
1,306 |
|
2,309 |
Purchase of financial assets |
|
(84,529,941) |
|
(1,919,166) |
|
(9,470,026) |
Proceeds from sale of financial assets |
|
1,557,453 |
|
49,678 |
|
97,271 |
|
|
|
|
|
|
|
Net cashflow from investing activities |
|
(82,911,588) |
|
(1,868,182) |
|
(9,370,446) |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
Proceeds of issue of Shares |
|
86,411,419 |
|
1,930,000 |
|
9,544,950 |
Share issue costs |
|
(864,114) |
|
(19,300) |
|
(95,450) |
Purchase of own Shares |
|
(483,079) |
|
- |
|
- |
Interest paid |
|
(11,573) |
|
(406) |
|
(758) |
|
|
|
|
|
|
|
Net cashflow from financing activities |
|
85,052,653 |
|
1,910,294 |
|
9,448,742 |
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
24,078 |
|
981 |
|
1,849 |
Currency aggregation adjustment |
|
- |
|
- |
|
- |
Increase in cash and cash equivalents |
|
813,253 |
|
12,629 |
|
41,542 |
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
837,331 |
|
13,610 |
|
43,391 |
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
Investing activities |
|
|
|
|
|
|
|
Interest received |
- |
|
- |
|
- |
|
63,297 |
Purchase of financial assets |
- |
|
- |
|
- |
|
(92,853,963) |
Proceeds from sale of financial assets |
- |
|
- |
|
- |
|
1,671,598 |
|
|
|
|
|
|
|
|
Net cashflow from investing activities |
- |
|
- |
|
- |
|
(91,119,068) |
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
Proceeds of issue of Shares |
- |
|
- |
|
- |
|
94,797,140 |
Share issue costs |
- |
|
- |
|
- |
|
(947,972) |
Purchase of own Shares |
- |
|
- |
|
- |
|
(483,079) |
Interest paid |
- |
|
- |
|
- |
|
(12,342) |
|
|
|
|
|
|
|
|
Net cashflow from financing activities |
- |
|
- |
|
- |
|
93,353,747 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
- |
|
- |
|
- |
|
25,731 |
Currency aggregation adjustment |
- |
|
- |
|
- |
|
(16,655) |
Increase in cash and cash equivalents |
- |
|
- |
|
- |
|
870,999 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
- |
|
- |
|
- |
|
880,075 |
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2009
1 ACCOUNTING POLICIES
(a) Basis of preparation
The financial statements have been prepared in conformity with International Financial Reporting Standards as adopted by the European Union and applicable Guernsey law. The financial statements have been prepared on an historical cost basis except for the measurement at fair value of unquoted financial assets designated at fair value through profit or loss.
The financial statements are presented in GBP because that is the currency of the primary economic environment in which the Company operates.
Changes in accounting policy and disclosures
The accounting policies adopted are consistent with those of the previous financial year except as follows:
- IFRS 8 Operating Segments
- IAS 1 (Revised 2007) Presentation of Financial Statements
- Amendments to IFRS7 Financial Instruments: Disclosures - Improving Disclosures about Financial Instruments.
IFRS 8 Operating Segments
This standard requires disclosure of information about the Company's operating segments and replaces the requirement to determine primary (business) and secondary (geographical) reporting segments of the Company. For management reporting purposes, the Company is organised into one business unit, and hence no separate segment information has been presented. The Company determine that this operating segment was the same as the business segment previously identified under IAS 14 'Segment Reporting' being investment in three Share classes of a fund of hedge funds incorporated in the Cayman Islands.
IAS 1 (Revised 2007) Presentation of Financial Statements
The standard replaces IAS 1 Presentation of Financial Statements (revised in 2003) as amended in 2005. The revised IAS 1 Presentation of Financial Statements was issued in September 2007 and is effective for accounting periods beginning on or after 1 January 2009.
The standard introduces the statement of comprehensive income: it presents all items of income and expense recognised in profit or loss, together with all other items of recognised income and expense, either in one single statement, or in two linked statements. The Company chose to present one single statement of comprehensive income.
Amendments to IFRS 7 Financial Instruments: Disclosure - Improving Disclosures about Financial Instruments.
Amendments to IFRS 7 were issued by the International Accounting Standards Board in March 2009, effective for annual periods beginning on or after 1 January 2009. The amendment to IFRS 7 requires fair value to be disclosed by the source of inputs, using a three-level hierarchy:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2);
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
In addition, the amendments revise specified minimum liquidity risk disclosures including: the contractual maturity of non derivative financial liabilities, and a description of how this is managed.
In the first year of application, comparative information is not required.
The following Standards or Interpretations have been issued by the International Accounting Standards Board but not yet adopted by the Company:
IFRS 2 (revised June 2009) Share-based Payment effective for annual periods beginning on or after 1 January 2010.
IFRS 3 Business Combinations effective for annual periods beginning on or after 1 July 2009
IAS 24 (revised November 2009) Related Party Disclosures effective for annual periods beginning on or after 1 January 2011.
IAS 27 Consolidated and Separate Financial Statements effective for annual periods beginning on or after 1 July 2009.
IAS 28 Investments in Associates effective for annual periods beginning on or after 1 July 2009.
IAS 31 Interests in Joint Ventures effective for annual periods beginning on or after 1 July 2009
IAS 32 (revised 2009) Financial Instruments - Presentation effective for annual periods beginning on or after 1 February 2010.
IAS 39 Financial Instruments: Recognition and Measurement - amendments for eligible hedged items effective for annual periods beginning on or after 1 July 2009
IFRIC 17 Distributions of Non-cash Assets to Owners effective for annual periods beginning on or after 1 July 2009.
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments effective for annual periods beginning on or after 1 July 2010.
(b) Going concern
As described in note 9, should the average 12 month discount at which the Shares of any class trade to their net asset value exceed 5% of net asset value per Share, the Company will be obliged to offer a continuation vote to the relevant class of shareholders.
The Company triggered its rolling 12 month discount floor provision for each Sterling, Euro and US Dollar Share classes, by reference to the final NAV as at 30 April 2009, 27 February 2009 and 31 March 2009, respectively, although it is not expected to trigger the discount provisions in 2010. In accordance with the articles of association of the Company, continuation votes were proposed for all three classes of Shares by way of ordinary resolutions at separate class meetings held on 12 August 2009 and each continuation vote was passed.
The Company has adequate financial resources and as a consequence, the directors believe the Company is well placed to manage its business risks successfully despite the current economic climate. After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue operational existence for the foreseeable future. Accordingly, the directors have adopted the going concern basis in preparing the financial information.
(c) Taxation
The Company has been granted exemption under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 from Guernsey Income Tax, and is charged an annual fee of £600.
(d) Expenses
All expenses are accounted for on an accruals basis.
(e) Interest income
Interest income is accounted for on an accruals basis.
(f) Share issue costs
The Share issue costs borne by the Company are recognised in the statement of changes in net assets attributable to shareholders, as the Company's Ordinary Shares have no fixed redemption date.
(g) Cash and Cash Equivalents
Cash and cash equivalents are defined as call deposits, short term deposits readily convertible to known amounts of cash and subject to insignificant risk of changes in value, together with bank overdrafts. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and deposits at bank, together with bank overdrafts.
(h) Investments
All investments are designated upon initial recognition as financial assets at "fair value through profit or loss". Investments are initially recognised on the date of purchase (on 'trade date' basis) at cost, being the fair value of the consideration given, excluding transaction costs associated with the investment, with unrealised gains and losses on investments arising from change in fair value of investments from prior years is recognised in the Statement of Comprehensive Income.
Realised gains or losses are determined on the disposal of investments and are recognised in the Statement of Comprehensive Income.
In order to assess the fair value of unquoted investments the net asset value of the underlying investment in AllBlue Limited is taken into consideration.
The Company's net asset value is based on valuations of unquoted investments. In calculating the net asset value and the net asset value per Share of the Company, the Administrator considers the net asset values of the shares in AllBlue Limited supplied by the administrator of AllBlue Limited. Those net asset values are based on the market value of the various investments held by AllBlue Limited.
(i) Foreign currency translation
The financial statements are presented in Sterling, which is the Company's functional and presentation currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate of exchange ruling at the Statement of Financial Position date. All differences are taken to the Statement of Comprehensive Income.
Income and expense items are translated at the average exchange rates for the period. Exchange differences arising on currency aggregation due to translation of foreign currency balances to presentation currency are taken to the Other Comprehensive Income.
(j) Shares
Sterling, Euro and US Dollar Shares and C Shares have been reclassified as liabilities in accordance with IAS 32 because of the provisions contained in the Company's articles of association as described in note 9. The directors have been advised that this treatment does not result in the Shares being treated as a liability for the purpose of applying the solvency test set out in Section 527 of The Companies (Guernsey) Law, 2008, as amended.
2 OPERATING EXPENSES
|
|
1 Jan 2009 to 31 Dec 2009 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Shareholder liaison agent's fee |
|
- |
|
- |
|
- |
Administration fees |
|
86,715 |
|
2,763 |
|
5,153 |
Directors' remuneration |
|
148,658 |
|
4,732 |
|
8,841 |
Registration fees |
|
47,977 |
|
1,529 |
|
2,851 |
Directors & Officers insurance |
|
17,802 |
|
544 |
|
1,015 |
Broker fees |
|
34,658 |
|
1,105 |
|
2,059 |
Audit fees |
|
30,636 |
|
976 |
|
1,820 |
Annual & Regulatory fees |
|
26,490 |
|
844 |
|
1,574 |
Legal & Professional fees |
|
24,667 |
|
785 |
|
1,466 |
Nominated Advisor fees |
|
- |
|
- |
|
- |
Printing of annual reports |
|
625 |
|
20 |
|
38 |
Printing of half yearly reports |
|
5,733 |
|
183 |
|
341 |
Bank interest on overdraft facility |
|
262 |
|
8 |
|
16 |
Bank facility fee and charges |
|
112 |
|
3 |
|
6 |
(Profit) / Loss on exchange |
|
2,958 |
|
1,311 |
|
469 |
Other operating expenses |
|
4,656 |
|
149 |
|
276 |
|
|
431,229 |
|
14,952 |
|
25,925 |
|
|
|
|
|
|
|
Less: Bank interest earned |
|
(1,831) |
|
(118) |
|
(1) |
|
|
|
|
|
|
|
Total expenses for the year |
|
429,398 |
|
14,834 |
|
25,924 |
|
1 Jan 2009 to 31 Dec 2009 |
|
|
||||
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
Shareholder liaison agent's fee |
- |
|
- |
|
- |
|
- |
Administration fees |
886 |
|
10 |
|
52 |
|
93,405 |
Directors' remuneration |
20,805 |
|
236 |
|
1,215 |
|
180,330 |
Registration fees |
490 |
|
6 |
|
29 |
|
51,679 |
Directors & Officers insurance |
175 |
|
2 |
|
10 |
|
18,400 |
Broker fees |
354 |
|
4 |
|
21 |
|
37,332 |
Audit fees |
313 |
|
4 |
|
18 |
|
32,999 |
Annual & Regulatory fees |
271 |
|
3 |
|
16 |
|
28,534 |
Legal & Professional fees |
224 |
|
3 |
|
13 |
|
26,540 |
Nominated Advisor fees |
- |
|
- |
|
- |
|
- |
Printing of annual reports |
6 |
|
- |
|
- |
|
673 |
Printing of half yearly reports |
59 |
|
1 |
|
3 |
|
6,176 |
Bank interest on overdraft facility |
3 |
|
- |
|
- |
|
282 |
Bank facility fee and charges |
1 |
|
10 |
|
17 |
|
139 |
(Profit) / Loss on exchange |
(2,069) |
|
(20) |
|
(113) |
|
2,267 |
Other operating expenses |
48 |
|
1 |
|
3 |
|
5,016 |
|
21,566 |
|
260 |
|
1,284 |
|
483,772 |
|
|
|
|
|
|
|
|
Less: Bank interest earned |
- |
|
- |
|
- |
|
(1,937) |
|
|
|
|
|
|
|
|
Total expenses for the year |
21,566 |
|
260 |
|
1,284 |
|
481,835 |
|
|
1 Jan 2008 to 31 Dec 2008 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Shareholder liaison agent's fee |
|
687,655 |
|
24,116 |
|
45,062 |
Administration fees |
|
79,950 |
|
2,804 |
|
5,239 |
Directors' remuneration |
|
141,950 |
|
4,978 |
|
9,302 |
Registration fees |
|
22,187 |
|
778 |
|
1,454 |
Directors & Officers insurance |
|
13,899 |
|
487 |
|
911 |
Broker fees |
|
56,398 |
|
1,978 |
|
3,696 |
Audit fees |
|
16,879 |
|
592 |
|
1,106 |
Annual & Regulatory fees |
|
17,860 |
|
626 |
|
1,170 |
Legal & Professional fees |
|
140,657 |
|
4,933 |
|
9,217 |
Nominated Advisor fees |
|
8,205 |
|
288 |
|
538 |
Printing of annual reports |
|
(3,751) |
|
(132) |
|
(246) |
Printing of half yearly reports |
|
(1,500) |
|
(53) |
|
(98) |
Bank interest on overdraft facility |
|
11,573 |
|
406 |
|
758 |
Bank facility fee and charges |
|
51,853 |
|
1,886 |
|
3,524 |
(Profit) / Loss on exchange |
|
(1,567) |
|
(6,166) |
|
(4,372) |
Other operating expenses |
|
4,914 |
|
172 |
|
322 |
|
|
1,247,162 |
|
37,693 |
|
77,583 |
|
|
|
|
|
|
|
Less: Bank interest earned |
|
(60,900) |
|
(1,306) |
|
(2,309) |
|
|
|
|
|
|
|
Total expenses for the year |
|
1,186,262 |
|
36,387 |
|
75,274 |
|
1 Jan 2008 to 31 Dec 2008 |
|
|
||||
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
Shareholder liaison agent's fee |
- |
|
- |
|
- |
|
733,332 |
Administration fees |
- |
|
- |
|
- |
|
85,261 |
Directors' remuneration |
- |
|
- |
|
- |
|
151,379 |
Registration fees |
- |
|
- |
|
- |
|
23,661 |
Directors & Officers insurance |
- |
|
- |
|
- |
|
14,822 |
Broker fees |
- |
|
- |
|
- |
|
60,144 |
Audit fees |
- |
|
- |
|
- |
|
18,000 |
Annual & Regulatory fees |
- |
|
- |
|
- |
|
19,046 |
Legal & Professional fees |
- |
|
- |
|
- |
|
150,000 |
Nominated Advisor fees |
- |
|
- |
|
- |
|
8,750 |
Printing of annual reports |
- |
|
- |
|
- |
|
(4,001) |
Printing of half yearly reports |
- |
|
- |
|
- |
|
(1,600) |
Bank interest on overdraft facility |
- |
|
- |
|
- |
|
12.342 |
Bank facility fee and charges |
- |
|
- |
|
- |
|
55,425 |
(Profit) / Loss on exchange |
- |
|
- |
|
- |
|
(9,122) |
Other operating expenses |
- |
|
- |
|
- |
|
5,240 |
|
- |
|
- |
|
- |
|
1,322,679 |
|
|
|
|
|
|
|
|
Less: Bank interest earned |
- |
|
- |
|
- |
|
(63,297) |
|
|
|
|
|
|
|
|
Total expenses for the year |
- |
|
- |
|
- |
|
1,259,382 |
With effect from 1 August 2008, the Company dispensed with the services of the shareholder liaison agent. During the year under review £nil (2008: £733,332) of costs were incurred with this service provider.
3 DIRECTORS' REMUNERATION
During the year to 31 December 2009 each director other than Andrew Dodd and Richard Crowder each received a fee of £35,000 per annum from the Company. Richard Crowder received £50,000 per annum. The Chairman of the Audit Committee is also paid an additional fee of £5,000 per annum. Upon issue of the C Shares, each director other than Andrew Dodd received additional remuneration in the sum of £5,000 Mr Dodd has waived his entitlement to a fee.
The directors of the Company are considered key management personnel.
4 EARNINGS PER SHARE
The earnings per each class of Shares is based on the net gain for the year of £55,792,409 (2008: £22,806,195) and 207,114,660 (2008: 165,337,468) Shares in the Sterling Ordinary Share class, €1,909,445 (2008: €714,913) and 6,631,387 (2008: 5,612,979) Shares in the Euro Ordinary Share class and $4,545,502 (2008: $1,535,218) and 18,025,376 (2008: 12,182,427) Shares in the US$ Ordinary Share class, -£21,566 (2008: £000) and 96,417,954 (2008: 000) Shares in the Sterling C Share class, -€260 (2008: €000) and 1,097,780 (2008: 000) Shares in the Euro C Share class, -$1,284 (2008: $000) and 5,830,631 (2008: 000) Shares in the US$ C Share class each, being the weighted average number of Shares in issue during the year (since the date of issue of the C Shares).
5 RELATED PARTY TRANSACTIONS
Transactions with related parties are made on items equivalent to those that prevail in an arm's length transaction.
Anson Fund Managers Limited is the Company's administrator and secretary, Anson Registrars Limited is the Company's registrar, transfer agent and paying agent and Anson Administration (UK) Limited is the Company's UK Transfer agent. John R Le Prevost is a director and controller of Anson Fund Managers Limited, Anson Registrars Limited and Anson Administration (UK) Limited. £145,084 (2008: £108,922) of costs were incurred by the Company with these related parties in the year, of which £8,663 (2008: £25,379) was due to these related parties at 31 December 2009.
In accordance with IAS 28 the Company's investment transactions with AllBlue Limited represent a holding in excess of 23% (2008: 32%), therefore they are effectively transactions with a related party. The totals of such transactions are shown in Note 6.
6 INVESTMENTS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS
|
|
As at 31 December 2009 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
UNQUOTED FINANCIAL ASSETS |
|
|
|
|
|
|
Portfolio cost brought forward |
|
213,155,443 |
|
6,611,498 |
|
22,823,717 |
Unrealised appreciation on valuation brought forward |
|
43,470,401 |
|
1,233,890 |
|
2,403,054 |
|
|
|
|
|
|
|
Valuation brought forward |
|
256,625,844 |
|
7,845,388 |
|
25,226,771 |
|
|
|
|
|
|
|
Movements in period |
|
|
|
|
|
|
Gross Share conversions in the year |
|
5,977,380 |
|
(1,967,527) |
|
(6,311,522) |
Adjustment for realised gain on Share conversions |
|
1,171,161 |
|
1,431,592 |
|
1,214,017 |
Purchase at cost |
|
- |
|
- |
|
- |
Sales |
|
(365,124) |
|
(9,927) |
|
(22,330) |
Exchange losses on currency balances |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
Portfolio cost carried forward |
|
219,938,860 |
|
6,065,636 |
|
17,703,882 |
|
|
|
|
|
|
|
Unrealised appreciation on valuation carried forward |
|
98,426,971 |
|
1,724,177 |
|
5,742,212 |
|
|
|
|
|
|
|
Valuation carried forward |
|
318,365,831 |
|
7,789,813 |
|
23,446,094 |
|
As at 31 December 2009 |
|
|
||||
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
UNQUOTED FINANCIAL ASSETS |
|
|
|
|
|
|
|
Portfolio cost brought forward |
- |
|
- |
|
- |
|
235,115,765 |
Unrealised appreciation on valuation brought forward |
- |
|
- |
|
- |
|
46,296,632 |
|
|
|
|
|
|
|
|
Valuation brought forward |
- |
|
- |
|
- |
|
281,412,397 |
|
|
|
|
|
|
|
|
Movements in period |
|
|
|
|
|
|
|
Gross Share conversions in the year |
- |
|
- |
|
- |
|
- |
Adjustment for realised gain on Share conversions |
- |
|
- |
|
- |
|
3,191,574 |
Purchase at cost |
95,453,774 |
|
1,086,802 |
|
5,772,324 |
|
99,987,253 |
Sales |
- |
|
- |
|
- |
|
(387,737) |
Exchange losses on currency balances |
- |
|
- |
|
- |
|
(1,653,109) |
|
|
|
|
|
|
|
|
Portfolio cost carried forward |
95,453,774 |
|
1,086,802 |
|
5,772,324 |
|
336,253,746 |
|
|
|
|
|
|
|
|
Unrealised appreciation on valuation carried forward |
- |
|
- |
|
- |
|
103,507,110 |
|
|
|
|
|
|
|
|
Valuation carried forward |
95,453,774 |
|
1,086,802 |
|
5,772,324 |
|
439,760,856 |
|
|
As at 31 December 2009 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Realised gains on sales |
|
1,265,237 |
|
1,433,992 |
|
1,217,332 |
Increase in unrealised appreciation |
|
54,956,570 |
|
490,287 |
|
3,339,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on financial assets at fair value through profit or loss |
|
56,221,807 |
|
1,924,279 |
|
4,556,490 |
|
As at 31 December 2009 |
|
|
||||
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
Realised gains on sales |
- |
|
- |
|
- |
|
3,289,828 |
Increase in unrealised appreciation |
- |
|
- |
|
- |
|
57,210,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on financial assets at fair value through profit or loss |
- |
|
- |
|
- |
|
60,500,306 |
|
|
As at 31 December 2008 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
UNQUOTED FINANCIAL ASSETS |
|
|
|
|
|
|
Portfolio cost brought forward |
|
130,773,126 |
|
5,492,777 |
|
9,319,964 |
Unrealised appreciation on valuation brought forward |
|
20,301,412 |
|
687,314 |
|
1,430,123 |
|
|
|
|
|
|
|
Valuation brought forward |
|
151,074,538 |
|
6,180,091 |
|
10,750,087 |
|
|
|
|
|
|
|
Movements in period: |
|
|
|
|
|
|
Gross Share conversions in the year |
|
(1,413,638) |
|
(955,490) |
|
3,493,437 |
Adjustment for realised gain on Share conversions |
|
541,826 |
|
196,756 |
|
624,335 |
Purchase at cost |
|
84,529,941 |
|
1,919,166 |
|
9,470,026 |
Sales |
|
(1,275,812) |
|
(41,711) |
|
(84,045) |
Exchange gains on currency balances |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
Portfolio cost carried forward |
|
213,155,443 |
|
6,611,498 |
|
22,823,717 |
|
|
|
|
|
|
|
Unrealised appreciation on valuation carried forward |
|
43,470,401 |
|
1,233,890 |
|
2,403.054 |
|
|
|
|
|
|
|
Valuation carried forward |
|
256,625,844 |
|
7,845,388 |
|
25,226,771 |
|
As at 31 December 2008 |
|
|
||||
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
UNQUOTED FINANCIAL ASSETS |
|
|
|
|
|
|
|
Portfolio cost brought forward |
- |
|
- |
|
- |
|
139,505,585 |
Unrealised appreciation on valuation brought forward |
- |
|
- |
|
- |
|
21,527,068 |
|
|
|
|
|
|
|
|
Valuation brought forward |
- |
|
- |
|
- |
|
161,032,653 |
|
|
|
|
|
|
|
|
Movements in period: |
|
|
|
|
|
|
|
Gross Share conversions in the year |
- |
|
- |
|
- |
|
- |
Adjustment for realised gain on Share conversions |
- |
|
- |
|
- |
|
1,157,743 |
Purchase at cost |
- |
|
- |
|
- |
|
92,853,963 |
Sales |
- |
|
- |
|
- |
|
(1,373,278) |
Exchange gains on currency balances |
- |
|
- |
|
- |
|
2,971,752 |
|
|
|
|
|
|
|
|
Portfolio cost carried forward |
- |
|
- |
|
- |
|
235,115,765 |
|
|
|
|
|
|
|
|
Unrealised appreciation on valuation carried forward |
- |
|
- |
|
- |
|
46,296,632 |
|
|
|
|
|
|
|
|
Valuation carried forward |
- |
|
- |
|
- |
|
281,412,397 |
|
|
As at 31 December 2008 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Realised gains on sales |
|
823,468 |
|
204,724 |
|
637,561 |
Increase in unrealised appreciation |
|
23,168,989 |
|
546,576 |
|
972,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on financial assets at fair value through profit or loss |
|
23,992,457 |
|
751,300 |
|
1,610,492 |
|
As at 31 December 2008 |
|
|
||||
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
Realised gains on sales |
- |
|
- |
|
- |
|
1,456,065 |
Increase in unrealised appreciation |
- |
|
- |
|
- |
|
24,769,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on financial assets at fair value through profit or loss |
- |
|
- |
|
- |
|
26,225,629 |
The investments held by the Company have been classified as Level 2. In accordance with the fair value hierarchy, i.e. fair value determined involving inputs other than quoted prices that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).
Details of the fair value of the classification are listed in the table below. Fair values are based on the market value of the investments as at the statement of financial position date:
Financial assets at fair value |
|
|
Fair Value |
through profit or loss |
|
|
As at 31 Dec 2009 |
|
|
|
GBP |
|
|
|
|
Level 2 |
|
|
439,760,856 |
There have been no transfers between Level 2 and Level 3 of the fair value hierarchy during the year under review.
7 RECEIVABLES
|
|
31 Dec 2009 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Prepayments |
|
9,431 |
|
303 |
|
556 |
Other receivables |
|
7,947 |
|
255 |
|
469 |
Inter class loan accounts |
|
45,965 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
63,343 |
|
558 |
|
1,025 |
|
31 Dec 2009 |
|
|
|
|
||||
|
C Shares |
|
|
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Elimination |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Prepayments |
415 |
|
5 |
|
24 |
|
- |
|
10,492 |
Other receivables |
(69) |
|
(1) |
|
(4) |
|
- |
|
8,402 |
Inter class loan accounts |
- |
|
- |
|
- |
|
(45,965) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
346 |
|
4 |
|
20 |
|
(45,965) |
|
18,894 |
|
|
31 Dec 2008 |
|
||||
|
|
Ordinary Shares |
|
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
|
|
Prepayments |
|
6,841 |
|
205 |
|
377 |
|
Other receivables |
|
- |
|
- |
|
- |
|
Inter class loan accounts |
|
42,204 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
49,045 |
|
205 |
|
377 |
|
|
31 Dec 2008 |
|
|
|
|
||||
|
C Shares |
|
|
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Elimination |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Prepayments |
- |
|
- |
|
- |
|
- |
|
7,295 |
Other receivables |
- |
|
- |
|
- |
|
- |
|
- |
Inter class loan accounts |
- |
|
- |
|
- |
|
(42,204) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
- |
|
(42,204) |
|
7,295 |
8 PAYABLES (AMOUNTS FALLING DUE WITHIN ONE YEAR)
|
|
31 Dec 2009 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Accrued administration fees |
|
6,329 |
|
203 |
|
373 |
Accrued registration fees |
|
844 |
|
27 |
|
50 |
Accrued directors fees |
|
23,432 |
|
753 |
|
1,383 |
Accrued bank charges |
|
- |
|
- |
|
- |
Accrued audit fees |
|
20,888 |
|
671 |
|
1,233 |
Accrued printing costs |
|
4,759 |
|
153 |
|
281 |
Inter class loan accounts |
|
- |
|
44,338 |
|
10,675 |
Other sundry accruals |
|
567 |
|
18 |
|
33 |
|
|
|
|
|
|
|
|
|
56,819 |
|
46,163 |
|
14,028 |
|
31 Dec 2009 |
|
|
|
|
||||
|
C Shares |
|
|
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Elimination |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Accrued administration fees |
854 |
|
10 |
|
50 |
|
- |
|
7,644 |
Accrued registration fees |
114 |
|
1 |
|
7 |
|
- |
|
1,019 |
Accrued directors fees |
20,612 |
|
233 |
|
1,203 |
|
- |
|
46,579 |
Accrued bank charges |
35 |
|
- |
|
2 |
|
- |
|
36 |
Accrued audit fees |
214 |
|
2 |
|
12 |
|
- |
|
22,499 |
Accrued printing costs |
49 |
|
1 |
|
3 |
|
- |
|
5,127 |
Inter class loan accounts |
10 |
|
17 |
|
25 |
|
(45,965) |
|
- |
Other sundry accruals |
24 |
|
- |
|
1 |
|
- |
|
629 |
|
|
|
|
|
|
|
|
|
|
|
21,912 |
|
264 |
|
1,303 |
|
(45,965) |
|
83,533 |
|
|
31 Dec 2008 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Accrued administration fees |
|
20,811 |
|
623 |
|
1,148 |
Accrued registration fees |
|
2,988 |
|
89 |
|
165 |
Accrued broker fees |
|
36,211 |
|
1,084 |
|
1,997 |
Accrued bank charges |
|
51,574 |
|
1,545 |
|
2,845 |
Accrued audit fees |
|
16,879 |
|
506 |
|
931 |
Accrued printing costs |
|
4,689 |
|
140 |
|
259 |
Inter class loan accounts |
|
- |
|
10,908 |
|
46,372 |
Other sundry accruals |
|
2,063 |
|
62 |
|
114 |
|
|
|
|
|
|
|
|
|
135,215 |
|
14,957 |
|
53,831 |
|
31 Dec 2008 |
|
|
|
|
||||
|
C Shares |
|
|
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Elimination |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Accrued administration fees |
- |
|
- |
|
- |
|
- |
|
22,193 |
Accrued registration fees |
- |
|
- |
|
- |
|
- |
|
3,186 |
Accrued broker fees |
- |
|
- |
|
- |
|
- |
|
38,616 |
Accrued bank charges |
- |
|
- |
|
- |
|
- |
|
55,000 |
Accrued audit fees |
- |
|
- |
|
- |
|
- |
|
18,000 |
Accrued printing costs |
- |
|
- |
|
- |
|
- |
|
5,000 |
Inter class loan accounts |
- |
|
- |
|
- |
|
(42,204) |
|
- |
Other sundry accruals |
- |
|
- |
|
- |
|
- |
|
2,200 |
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
- |
|
(42,204) |
|
144,195 |
9 SHARE CAPITAL
Authorised Share Capital
An unlimited number of Unclassified Shares of no par value each.
|
|
Ordinary Shares |
||||
Issued |
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
|
|
|
|
|
Number of Shares in issue at 31 December 2009 |
|
209,623,415 |
|
5,303,602 |
|
15,915,995 |
|
C Shares |
|
|
||||
Issued |
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
|
|
|
|
|
|
|
Number of Shares in issue at 31 December 2009 |
96,417,954 |
|
1,097,780 |
|
5,830,631 |
|
230,843,012 |
|
|
Ordinary Shares |
||||
The movement in Shares took place as follows: |
|
Number of Sterling Share Class |
|
Number of Euro Share Class |
|
Number of US$ Share Class |
|
|
|
|
|
|
|
Date of movement |
|
|
|
|
|
|
Issue 21 April 2006 |
|
2 |
|
- |
|
- |
Issue 25 May 2006 |
|
135,283,597 |
|
5,676,877 |
|
9,632,602 |
Conversion 1 April 2008 |
|
2,323,063 |
|
(1,064,142) |
|
(2,999,848) |
Cancellation 19 May 2008 |
|
(198,000) |
|
- |
|
- |
Conversion 1 July 2008 |
|
(9,400) |
|
- |
|
19,068 |
Conversion of C Shares 4 September 2008 |
|
71,997,994 |
|
1,663,467 |
|
8,086,481 |
Conversion 1 October 2008 |
|
(3,462,150) |
|
223,992 |
|
5,980,852 |
Purchase of treasury Shares 26 November 2008 |
|
(100,000) |
|
- |
|
- |
Purchase of treasury Shares 16 December 2008 |
|
(100,000) |
|
- |
|
- |
Sub-total carried forward |
|
205,735,106 |
|
6,500,194 |
|
20,719,155 |
|
C Shares |
||||
The movement in Shares took place as follows: |
Number of Sterling Share Class |
|
Number of Euro Share Class |
|
Number of US$ Share Class |
|
|
|
|
|
|
Date of movement |
|
|
|
|
|
Issue 21 April 2006 |
- |
|
- |
|
- |
Issue 25 May 2006 |
- |
|
- |
|
- |
Conversion 1 April 2008 |
- |
|
- |
|
- |
Cancellation 19 May 2008 |
- |
|
- |
|
- |
Conversion 1 July 2008 |
- |
|
- |
|
- |
Conversion of C Shares 4 September 2008 |
- |
|
- |
|
- |
Conversion 1 October 2008 |
- |
|
- |
|
- |
Purchase of treasury Shares 26 November 2008 |
- |
|
- |
|
- |
Purchase of treasury Shares 16 December 2008 |
- |
|
- |
|
- |
Sub-total carried forward |
- |
|
- |
|
- |
|
|
Ordinary Shares |
||||
The movement in Shares took place as follows: |
|
Number of Sterling Share Class |
|
Number of Euro Share Class |
|
Number of US$ Share Class |
|
|
|
|
|
|
|
Date of movement |
|
|
|
|
|
|
Sub-total brought forward |
|
205,735,106 |
|
6,500,194 |
|
20,719,155 |
Purchase of treasury Shares 19 December 2008 |
|
(150,000) |
|
- |
|
- |
Purchase of treasury Shares 31 December 2008 |
|
(100,000) |
|
- |
|
- |
|
|
|
|
|
|
|
As at 31 December 2008 |
|
205,485,106 |
|
6,500,194 |
|
20,719,155 |
|
|
|
|
|
|
|
Conversion 1 January 2009 |
|
643,075 |
|
(615,782) |
|
(111,870) |
Conversion 1 April 2009 |
|
157,384 |
|
297,877 |
|
(624,923) |
Conversion 1 July 2009 |
|
132,724 |
|
2,937,405 |
|
(4,332,028) |
Conversion 1 October 2009 |
|
3,205,126 |
|
(3,816,092) |
|
265,661 |
|
|
|
|
|
|
|
Issue 16 December 2009 |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
As at 31 December 2009 |
|
209,623,415 |
|
5,303,602 |
|
15,915,995 |
|
C Shares |
||||
The movement in Shares took place as follows: |
Number of Sterling Share Class |
|
Number of Euro Share Class |
|
Number of US$ Share Class |
|
|
|
|
|
|
Date of movement |
|
|
|
|
|
Sub-total brought forward |
- |
|
- |
|
- |
Purchase of treasury Shares 19 December 2008 |
- |
|
- |
|
- |
Purchase of treasury Shares 31 December 2008 |
- |
|
- |
|
- |
|
|
|
|
|
|
As at 31 December 2008 |
- |
|
- |
|
- |
|
|
|
|
|
|
Conversion 1 January 2009 |
- |
|
- |
|
- |
Conversion 1 April 2009 |
- |
|
- |
|
- |
Conversion 1 July 2009 |
- |
|
- |
|
- |
Conversion 1 October 2009 |
- |
|
- |
|
- |
|
|
|
|
|
|
Issue 16 December 2009 |
96,417,954 |
|
1,097,780 |
|
5,830,631 |
|
|
|
|
|
|
As at 31 December 2009 |
96,417,954 |
|
1,097,780 |
|
5,830,631 |
In the event of a return of capital on a winding-up or otherwise, shareholders are entitled to participate in the distribution of capital after paying all the debts and satisfying all the liabilities attributable to the relevant share class.
The holders of Shares of the relevant share class shall be entitled to receive by way of capital any surplus assets of the share class in proportion to their holdings. In the event that the share class has insufficient funds or assets to meet all the debt and liabilities attributable to that share class, any such shortfall shall be paid out of funds or assets attributable to the other share classes in proportion to the respective net assets of the relevant share classes as at the date of winding-up.
The Company's Articles incorporate a discount management provision (which applies to each class of Ordinary Shares individually) that will require a continuation vote to be proposed in respect of the particular class of Ordinary Shares at a class meeting of the relevant shareholders (by way of ordinary resolution) if, over the previous 12 month rolling period commencing from 1 January 2008, the relevant class of Ordinary Shares has traded, on average (calculated by averaging the closing mid-market share price on the dates which are 5 Business Days after the date on which each estimated Published NAV announcement is made for each NAV Calculation date over the period) at a discount in excess of 5 per cent to the average Net Asset Value per Ordinary Share of that class (calculated by averaging the NAV per Ordinary Share of that class as at the NAV Calculation Date at the end of each month during the period).
In the event that a vote to continue is proposed and passed for any class of Ordinary Shares as a result of the operation of such mechanism, no further continuation vote will be capable of being proposed for that class for a further 12 months from the date on which the requirement for such a continuation vote was triggered.
If such continuation vote is not passed, the directors will be required to formulate redemption proposals to be put to the shareholders of that class offering to redeem their Ordinary Shares at the relevant Published Net Asset Value on the NAV Calculation Date immediately preceding such redemption (less the costs of all such redemptions). However, where one or more such resolutions in respect of the same period is/are not passed and the class(es) of Ordinary Shares involved represent 75 per cent, or more of the Company's net assets attributable to all Ordinary Shares at the last NAV Calculation Date on or immediately preceding the date of the latest continuation resolution being defeated, the directors may first (at their discretion) put forward alternative proposals to all shareholders to offer to repurchase their Shares or to reorganise, reconstruct or wind up the Company. If, however, such alternative proposals are not passed by the necessary majority of shareholders of the relevant class, the directors must proceed to offer to redeem the relevant class(es) of Ordinary Shares on the terms described above.
Where following redemption of any class of Ordinary Shares under the discount management provision, the number of Ordinary Shares of that class remaining in issue represent less than 25 per cent, of the Ordinary Shares of that class in issue immediately before such redemption or the listing for such class of Ordinary Shares on the Official List is withdrawn or threatened to be withdrawn or the directors determine that the conditions for the continued listing of that class are not (or they believe will not be) met, then the Company may redeem the remaining issued Ordinary Shares of that class within 3 months of such determination at a redemption price equal to the Net Asset Value of Ordinary Shares of that class on the NAV Calculation Date selected by the directors for such purpose (less the costs of such redemption).
The Company triggered its rolling 12 month discount floor provision for each of the Sterling, Euro and US Dollar Share classes, by reference to the final NAV as at 30 April 2009, 27 February 2009 and 31 March 2009, respectively. In accordance with the articles of incorporation of the Company, continuation votes were proposed for all three classes of shares by way of ordinary resolution at separate class meetings held on 12 August 2009 and each continuation vote was passed.
The arrangements for the conversion of C Shares into Ordinary Shares is detailed in note 15 (Subsequent events).
10 SHARE PREMIUM
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Share premium as at 1 January 2009 |
|
- |
|
- |
|
- |
Share premium on shares issued |
|
- |
|
- |
|
- |
Less: Share issue costs |
|
- |
|
- |
|
- |
Transfer to retained earnings |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
Balance as at 31 December 2009 |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
Share premium as at 1 January 2008 |
|
- |
|
- |
|
- |
Share premium on shares issued |
|
86,411,419 |
|
1,921,975 |
|
9,525,995 |
Less: Share issue costs |
|
(864,114) |
|
(11,275) |
|
(76,495) |
Transfer to retained earnings |
|
(85,547,305) |
|
(1,910,700) |
|
(9,449,500) |
|
|
|
|
|
|
|
Balance as at 31 December 2008 |
|
- |
|
- |
|
- |
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
Share premium as at 1 January 2009 |
- |
|
- |
|
- |
|
- |
Share premium on shares issued |
- |
|
- |
|
- |
|
- |
Less: Share issue costs |
- |
|
- |
|
- |
|
- |
Transfer to retained earnings |
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
Balance as at 31 December 2009 |
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
Share premium as at 1 January 2008 |
- |
|
- |
|
- |
|
- |
Share premium on shares issued |
- |
|
- |
|
- |
|
94,776,479 |
Less: Share issue costs |
- |
|
- |
|
- |
|
(927,311) |
Transfer to retained earnings |
- |
|
- |
|
- |
|
(93,849,168) |
|
|
|
|
|
|
|
|
Balance as at 31 December 2008 |
- |
|
- |
|
- |
|
- |
In April 2006 the shareholders of the Company passed a resolution to cancel the amount standing to the credit of the Company's share premium account (less any formation expenses set off against the share premium account) and the directors obtained from the Court in Guernsey an order confirming such cancellation of the share premium account in accordance with The Companies (Guernsey) Law, 1994 (as amended) (the "1994 Law"). The reserve created was thereafter available as distributable profits to be used for all purposes permitted by the 1994 Law, including the buy back of Shares and the payment of dividends.
On 1 July 2008 The Companies (Guernsey) Law, 1994 (as amended) was replaced by The Companies (Guernsey) Law, 2008 (as amended) (the "2008 Law"). The 2008 Law does not require share premium to be held in a separate account and any premium at which Shares are issued can be used for all purposes, including the buy back of Shares and the payment of dividends, provided that the Company would after any distribution still meet the statutory Solvency Test as such is defined in the 2008 Law. Accordingly, upon the issue of C Shares in August 2008 and December 2009 the entire amount of share premium received on the issue of such C Shares was immediately transferred to distributable reserves.
11 TREASURY SHARES
|
|
31 Dec 2009 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Balance as at 1 January 2009 |
|
483,079 |
|
- |
|
- |
Cancelled during the year |
|
- |
|
- |
|
- |
Acquired during the year |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
Balance as at 31 December 2009 |
|
483,079 |
|
- |
|
- |
|
|
|
|
|
|
|
|
31 Dec 2009 |
|
|
||||
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
Balance as at 1 January 2009 |
- |
|
- |
|
- |
|
483,079 |
Cancelled during the year |
- |
|
- |
|
- |
|
- |
Acquired during the year |
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
Balance as at 31 December 2009 |
- |
|
- |
|
- |
|
483,079 |
|
|
|
|
|
|
|
|
|
|
31 Dec 2008 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Balance as at 1 January 2008 |
|
202,023 |
|
- |
|
- |
Cancelled during the year |
|
(202,023) |
|
- |
|
- |
Acquired during the year |
|
483,079 |
|
- |
|
- |
|
|
|
|
|
|
|
Balance as at 31 December 2008 |
|
483,079 |
|
- |
|
- |
|
31 Dec 2008 |
|
|
||||
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
Balance as at 1 January 2008 |
- |
|
- |
|
- |
|
202,023 |
Cancelled during the year |
- |
|
- |
|
- |
|
(202,023) |
Acquired during the year |
- |
|
- |
|
- |
|
483,079 |
|
|
|
|
|
|
|
|
Balance as at 31 December 2008 |
- |
|
- |
|
- |
|
483,079 |
The treasury shares reserve represents 450,000 Sterling Shares purchased in the market at various prices per share ranging from £1.03 to £1.11 and held by the Company in treasury. No cancellations of Shares took place during the year under review.
12 DISTRIBUTABLE RESERVES
|
|
31 Dec 2009 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Balance as at 1 January 2009 |
|
257,860,084 |
|
7,844,246 |
|
25,216,708 |
Transfer from C Share Issue |
|
- |
|
- |
|
- |
Increase / (decrease) in net assets attributable to shareholders after other comprehensive income
|
|
55,792,409 |
|
1,909,445 |
|
4,545,502 |
Share conversions |
|
5,977,380 |
|
(1,967,527) |
|
(6,311,522) |
|
|
|
|
|
|
|
Balance as at 31 December 2009 |
|
319,629,873 |
|
7,786,164 |
|
23,450,688 |
|
|
|
|
|
|
|
|
31 Dec 2009 |
|
|
||||
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
Balance as at 1 January 2009 |
- |
|
- |
|
- |
|
282,638,651 |
Transfer from C Share Issue |
95,453,774 |
|
1,086,802 |
|
5,772,325 |
|
99,987,253 |
Increase / (decrease) in net assets attributable to shareholders after other comprehensive income
|
(21,566) |
|
(260) |
|
(1,284) |
|
58,375,924 |
Share conversions |
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
Balance as at 31 December 2009 |
95,432,208 |
|
1,086,542 |
|
5,771,041 |
|
441,001,828 |
|
|
|
|
|
|
|
|
The Share issue costs incurred during the year and borne by the Company in relation to the issue of C Shares amounted to £964,180 in the Sterling Share class, €10,978 in the Euro Share class and $58,306 in the US Dollar Share class.
|
|
31 Dec 2008 |
||||
|
|
Ordinary Shares |
||||
|
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
|
£ |
|
€ |
|
$ |
|
|
|
|
|
|
|
Balance as at 1 January 2008 |
|
151,122,245 |
|
6,174,123 |
|
10,738,553 |
Transfer from share premium |
|
85,547,305 |
|
1,910,700 |
|
9,449,500 |
Increase / (decrease) in net assets attributable to shareholders after other comprehensive income
|
|
22,806,195 |
|
714,913 |
|
1,535,218 |
Cancellation of treasury shares |
|
(202,023) |
|
- |
|
- |
Share conversions |
|
(1,413,638) |
|
(955,490) |
|
3,493,437 |
|
|
|
|
|
|
|
Balance as at 31 December 2008 |
|
257,860,084 |
|
7,844,246 |
|
25,216,708 |
|
31 Dec 2008 |
|
|
||||
|
C Shares |
|
|
||||
|
Sterling Share Class |
|
Euro Share Class |
|
US$ Share Class |
|
Total |
|
£ |
|
€ |
|
$ |
|
£ |
|
|
|
|
|
|
|
|
Balance as at 1 January 2008 |
- |
|
- |
|
- |
|
161,070,163 |
Transfer from share premium |
- |
|
- |
|
- |
|
93,849,168 |
Increase / (decrease) in net assets attributable to shareholders after other comprehensive income
|
- |
|
- |
|
- |
|
27,921,343 |
Cancellation of treasury shares |
- |
|
- |
|
- |
|
(202,023) |
Share conversions |
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
Balance as at 31 December 2008 |
- |
|
- |
|
- |
|
282,638,651 |
13 FINANCIAL INSTRUMENTS
The Company's main financial instruments comprise:
(a) Cash and cash equivalents that arise directly from the Company's operations; and
(b) Shares held in AllBlue Limited.
14 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The main risks arising from the Company's financial instruments concern its holding of shares in AllBlue Limited and the risks attaching to those shares, which are market price risk, credit risk, liquidity risk, interest rate risk and increased volatility due to leverage employed by the underlying funds as explained below.
The Company is not exposed to foreign exchange risk as each class of Shares in the Company is directly invested in shares of AllBlue Limited denominated in the same corresponding currency.
So far as the Company is concerned, the only risk the Board can monitor and control is the liquidity risk attaching to its ability to realise shares in AllBlue Limited for the purpose of meeting ongoing expenses of the Company. Thereafter the Board recognises that the Company has via its holding of shares in AllBlue Limited an indirect exposure to the risks summarised below though it must be noted that there is little or nothing which the Board can do to manage each of these risks within AllBlue Limited ("AllBlue") or the underlying funds in which AllBlue invests (the "underlying fund(s)").
(a) Price Risk
The success of AllBlue's and the underlying funds' and, therefore, the Company's activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international political circumstances. These factors may affect the level and volatility of securities' prices and the liquidity of the underlying funds' investments. Volatility or illiquidity could impair the underlying funds' profitability or result in losses.
Details of the Company's Investment Objective and Policy are set out on pages 1 and 2.
Price sensitivity
The Company invests substantially all its assets in AllBlue and does not undertake any significant borrowing or hedging activity at the Company level. Its performance is therefore directly linked to the net asset value of AllBlue, which itself is driven by the net asset values of the underlying funds, each of which hold a large number of positions in listed and unlisted securities.
At 31 December 2009, if the net asset value of AllBlue had been 10% higher with all other variables held constant, the increase in net assets attributable to shareholders for the year would have been £43,976,086 (2008: £28,141,240) greater, arising due to the increase in the fair value of financial assets at fair value through profit or loss.
If the net asset value of AllBlue had been 10% lower with all other variables held constant, the net assets attributable to shareholders for the year would have been £43,976,086 (2008: £28,141,240) lower, arising due to the decrease in the fair value of financial assets at fair value through profit or loss.
The sensitivity is higher in 2009 than in 2008 because of an increase in the net financial assets and liabilities at fair value through profit or loss at the statement of financial position date.
(b) Credit Risk
The nature of commercial arrangements made in the normal course of business between many prime brokers and custodians means that in the case of any one prime broker or custodian defaulting on its obligations to AllBlue or any of the underlying funds, the effects of such a default may have negative effects on other prime brokers with whom AllBlue or such underlying fund deals. The underlying funds and, by extension, AllBlue and the Company may, therefore be exposed to systemic risk when AllBlue or an underlying fund deals with prime brokers and custodians whose creditworthiness may be interlinked.
The assets of AllBlue and the underlying funds may be pledged as margin with prime brokers or other counterparties or held with prime brokers or banks. In the event of the default of any of these prime brokers, banks or counterparties, AllBlue or the underlying funds may not receive back all or any of the assets pledged or held with the defaulting party.
The maximum credit risk to which the Company was exposed at the year end was £440,591,790 (2008: £282,292,472).
The main concentration of risk for the Company relates to the investments in AllBlue, as these are the only investments the Company has.
(c) Liquidity Risk
In some circumstances, investments may be relatively illiquid making it difficult to acquire or dispose of them at the prices quoted on the various exchanges. Accordingly, an underlying fund's ability to respond to market movements may be impaired and, consequently, the underlying fund may experience adverse price movements upon liquidation of its investments which may in turn affect the value of AllBlue and hence the Company's investment in AllBlue. Settlement of transactions may be subject to delay and administrative formalities.
There can be no assurance that the liquidity of the investments of AllBlue and the underlying funds will always be sufficient to meet redemption requests as, and when, made. Any such lack of liquidity may affect the ability of the Company to realise its shares in AllBlue and the value of Shares in the Company. For such reasons AllBlue's treatment of redemption requests may be deferred in exceptional circumstances including if a lack of liquidity may result in difficulties in determining the net asset value and the net asset value per share in AllBlue. This in turn would limit the ability of the directors to realise the Company's investments in AllBlue should they consider it appropriate to do so and may result in difficulties in determining the net asset value of a Share in the Company.
The market prices, if any, for such illiquid investments tend to be volatile and may not be readily ascertainable and the relevant underlying fund may not be able to sell them when it desires to do so or to realise what it perceives to be their fair value in the event of a sale. The size of the underlying funds' positions may magnify the effect of a decrease in market liquidity for such instruments. Changes in overall market leverage, deleveraging as a consequence of a decision by the counterparties with which the underlying funds enter into repurchase/reverse repurchase agreements or derivative transactions, to reduce the level of leveraging, or the liquidation by other market participants of the same or similar positions, may also adversely affect the underlying funds' portfolios.
The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets.
The underlying funds may not be able readily to dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale.
The Company's Shares in issue are traded on the London Stock Exchange's Main Market for Listed Securities (the "LSE"). However, in certain circumstances there may be a limited market for the Shares and it may not be possible for investors to achieve a disposal of their holding within a short time period or for the investor to realise the full anticipated value of the Shares.
The table below details the residual contractual maturities of financial liabilities:
As at 31 December 2009 |
|
1-3 months |
|
Over 1 year |
|
Total |
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
Accrued expenses |
|
83,533 |
|
- |
|
83,533 |
Total |
|
83,533 |
|
- |
|
83,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2008 |
|
1-3 months |
|
Over 1 year |
|
Total |
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
Accrued expenses |
|
144,195 |
|
- |
|
144,195 |
Total |
|
144,195 |
|
- |
|
144,195 |
(d) Interest Rate Risk
The prices of securities tend to be sensitive to interest rate fluctuations. Unexpected fluctuations in interest rates could cause the corresponding prices of long positions and short positions adopted to move in directions which were not originally anticipated. In addition, interest rate increases generally increase the interest or carrying costs of investments. However, the Company's investments designated as at fair value through profit or loss are non interest bearing, and therefore is not exposed to interest rate risk.
The Company's own cash balances are not materially exposed to interest rate risk as cash and cash equivalents are held on floating interest rate deposits with banks and the Company does not rely on income from bank interest to meet day to day expenses.
(e) Leverage by Underlying Funds
Certain underlying funds in which the Company may have an economic interest operate with a substantial degree of leverage and are not limited in the extent to which they either may borrow or engage in margin transactions. The positions maintained by such underlying funds may in aggregate value be in excess of the net asset value of AllBlue. This leverage presents the potential for a higher rate of total return but will also increase the volatility of AllBlue and, as a consequence, the Company, including the risk of a total loss of the amount invested.
(f) Capital management
The investment objective of the Company is to provide shareholders with consistent long-term capital growth through an investment policy of investing substantially all of its assets in AllBlue or any successor vehicle to AllBlue.
As the Company's Ordinary Shares are traded on the LSE, the Ordinary Shares may trade at a discount to their net asset value. However, in structuring the Company, the directors have given detailed consideration to the discount risk and how this may be managed.
At the last general meeting held pursuant to section 199 of The Companies (Guernsey) Law, 2008, as amended (the "Law"), the directors were granted authority to buy back up to 14.99 per cent of the Ordinary Shares in issue. The Company's authority to make purchases of its own issued Ordinary Shares will expire at the conclusion of the next general meeting of the Company to be held pursuant to section 199 of the Law and renewal of such authority will be sought at that next general meeting. The timing of any purchases will be decided by the Board.
The directors intend that purchases will only be made pursuant to this authority through the market, for cash, at prices below the prevailing net asset value per Share where the directors reasonably believe such purchases will be of material benefit to the Company.
Following approval of the Court in Guernsey, the Company resolved to cancel the amount standing to the credit of its share premium account following Admission. The amount released on cancellation has been credited as a distributable reserve in the books of account and may be used by the Company for the purpose of funding purchases of its Ordinary Shares as described above and the payment of dividends.
The Company's authorised share capital is such that further issues of new Ordinary Shares could be made. Subject to prevailing market conditions, the Board may decide to make one or more further such issues or reissues of Ordinary Shares for cash from time to time. Any further issues of new Ordinary Shares or reissues of Ordinary Shares held in treasury will rank pari passu with Ordinary Shares in issue.
There are no provisions of the Companies Laws which confer rights of pre-emption in respect of the allotment of Shares. There are, however, pre-emption rights contained in the Articles, but the directors have been granted the power to issue further Shares on a non-pre-emptive basis until the time of the Company's general meeting to be held in 2010 pursuant to section 199 of the Law by a special resolution of shareholders passed on 10 December 2009. The directors intend to request that the authority to allot Shares on a non-pre-emptive basis is renewed at each subsequent general meeting of the Company.
Unless authorised by shareholders, the Company will not issue further Ordinary Shares or re-issue Ordinary Shares out of treasury for cash at a price below the prevailing net asset value per Share unless they are first offered pro-rata to existing shareholders.
The Company monitors capital on the basis of the carrying amount of reserves as presented on the face of the Statement of Financial Position. Capital for the reporting year under review is summarised as follows:
|
|
2009 |
|
2008 |
|
|
GBP |
|
GBP |
|
|
|
|
|
Purchase of own shares |
|
(483,079) |
|
(483,079) |
Distributable reserves |
|
441,001,828 |
|
282,638,651 |
|
|
|
|
|
Total |
|
440,518,749 |
|
282,155,572 |
15 SUBSEQUENT EVENTS
On 16 December 2009 the Company issued 96,417,954 Sterling C Shares for a consideration of £1 each, 1,097,780 Euro C Shares for a consideration of Euro 1 each and 5,830,631 US Dollar C Shares for a consideration of US$1 each pursuant to a placing and offer for subscription of such C Shares. The C Shares were issued with the intention that they would be converted to Ordinary Shares denominated in the corresponding currency as at the close of business on a date to be determined by the directors of the Company occurring on or after the day on which BlueCrest had given notice to the directors, and the directors had agreed, that at least 95 per cent. of the assets attributable to the relevant class of C Shares had been invested or committed to be invested in accordance with the Company's investment policy.
On 12 February 2010 96,417,954 Sterling C Shares were converted into 62,681,311 Sterling Shares based on a conversion ratio of 0.6501 Sterling Shares for each Sterling C Share, 1,097,780 Euro C Shares were converted into 739,754 Euro Shares based on a conversion ratio of 0.6737 Euro Shares for each Euro C Share and 5,830,631 US Dollar C Shares were converted into 3,914,102 US Dollar Shares based on a conversion ratio of 0.0.6713 US Dollar Shares for each US Dollar C Share. The conversion ratios were calculated by dividing the net asset value of the relevant class of C Shares by the net asset value of the relevant class of Ordinary Shares and rounding the resultant figure up to the fourth decimal place, such ratio being applied to the number of C Shares in issue, the Ordinary Shares of the relevant class arising upon conversion being divided amongst the former holders of C Shares of the relevant class pro rata according to their respective former holdings of C Shares of the relevant class, with fractional entitlements due to each shareholder being aggregated and sold for the benefit of the relevant class of Ordinary Shares, all as announced on to a regulatory information service on 9 February 2010.
The additional Ordinary Shares arising on conversion were admitted to listing on the Official List of the UK Listing Authority and to trading on the Main Market for Listed Securities of the London Stock Exchange on 12 February 2010 and all Ordinary Shares of the relevant class rank pari passu.
As announced on 31 March 2010, the Company is proposing, in the absence of unforeseen circumstances, a further issue of shares, to be completed in June 2010.
E&OE - In Transmission