14 December 2018
FOR IMMEDIATE RELEASE
RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A., GUERNSEY BRANCH
HALF-YEARLY RESULTS ANNOUNCEMENT
THE BOARD OF DIRECTORS OF Oryx International Growth Fund Limited ANNOUNCE UNAUDITED CONDENSED HALF-YEARLY RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018
A copy of the Company's Unaudited Condensed Half Yearly Financial Report will be available via the following link:
www.oryxinternationalgrowthfund.co.uk
PERFORMANCE SUMMARY AND DIVIDEND HISTORY
Performance Summary
(£ in millions, except per share data and the number of Ordinary Shares in issue) |
At 30 September 2018 |
At 31 March 2018 |
Number of Ordinary Shares in issue |
14,192,125 |
14,192,125 |
Market capitalisation1 |
|
|
- Ordinary Shares |
118.15 |
107.86 |
Net Asset Value ("NAV") attributable to shareholders |
|
|
- Ordinary Shares |
132.29 |
125.24 |
Investments |
127.02 |
107.39 |
Cash and cash equivalents |
5.47 |
18.74 |
NAV per share attributable to shareholders |
|
|
- Ordinary Shares |
9.32 |
8.82 |
Share Price |
8.33 |
7.60 |
Discount to NAV (based on published NAV) |
(13.46)% |
(15.56)% |
Earnings per share2 |
0.50 |
0.73 |
Dividend history
No Ordinary Share dividend was declared during the period.
1 - Source: Bloomberg - last price
2 - The earnings per share of £0.50 relates to the six month period from 1 April 2018 to 30 September 2018 whereas the earnings per share of £0.73 relates to the financial year from 1 April 2017 to 31 March 2018
CHAIRMAN'S STATEMENT
I am very pleased to report another good set of results of your Company, which has once again, outperformed the comparable indices. The Net Asset Value of the Company increased by 5.7% in the six month period ended 30 September 2018.
As you will see from the report of our Investment Manager, this result was a consequence of the careful selection and husbanding of assets through to eventual disposal. It is also dependent on finding new investments at attractive prices. Periods of market uncertainty may throw up good opportunities for active value investors such as ourselves with a healthy cash position.
Nigel Cayzer
Chairman
13 December 2018
executive sUMMARY
This Executive Summary is designed to provide information about the Company's business and results for the six month period ended 30 September 2018. It should be read in conjunction with the Chairman's Statement and the Investment Adviser's Report which gives a detailed review of investment activities for the period and an outlook for the future.
The Company is a Guernsey Authorised Closed-Ended Collective Investment Scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended, and the Authorised Closed Ended Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission. It was incorporated and registered with limited liability in Guernsey on 2 December 1994, with registration number 28917. The Company has a premium listing on the Main Market of the London Stock Exchange.
The Company's share capital is denominated in Sterling and each Ordinary Share carries equal voting rights.
The Investment Manager and Investment Adviser during the period was Harwood Capital LLP (the "Investment Manager" and the "Investment Adviser") a United Kingdom limited liability partnership incorporated under the Limited Partnerships Act 2000 (partnership number OC304213) and regulated by the Financial Conduct Authority.
Harwood Capital LLP was authorised by the Financial Conduct Authority ("FCA"), on 27 October 2014, as a Small Authorised UK Alternative Investment Fund Manager ("AIFM") under the Alternative Investment Fund Managers Directive (the "AIFMD") and the Company has been included in Harwood Capital LLP's Schedule of Alternative Investment Funds ("AIFs"). As a Small Authorised UK AIFM, Harwood Capital LLP is not subject to the full scope of the Directive but must report to the FCA annually on the Company and the other AIFs that it manages.
The investment objective of the Company is to seek to generate consistently high absolute returns whilst maintaining a low level of risk for shareholders.
The Company principally invests in small and mid-size quoted and unquoted companies in the United Kingdom and the United States. The Investment Manager targets companies that have fundamentally strong business models, but where there may be specific factors which are constraining the maximisation or realisation of shareholder value, which may be realised through the pursuit of an activist shareholder agenda by the Investment Manager. Dividend income is a secondary consideration when making investment decisions.
Director interests
The Board comprises seven non-executive Directors, five of whom are independent: Nigel Cayzer (Chairman), Walid Chatila, Rupert Evans, John Grace and John Radziwill. Christopher Mills is an employee of the Investment Manager and Sidney Cabessa is a Director of Harwood Capital Management Limited and are therefore not regarded as independent. Information on each Director is presented below.
Walid Chatila, Rupert Evans and John Radziwill are members of the Audit Committee and Nomination Committee. Nigel Cayzer, Sidney Cabessa, and John Grace are also members of the Nomination Committee.
Christopher Mills is a Partner and Chief Executive Officer of the Investment Manager and Investment Adviser. Harwood Capital LLP is entitled to fees as detailed in notes 4 and 5. Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company.
No fees were paid or are payable to Harwood Capital Management Limited where Sidney Cabessa is a Director.
Information on the Directors' remuneration is detailed in note 8. Other than fees payable in the ordinary course of business, there have been no material transactions with these related parties.
The Company has not set any requirements or guidelines for Directors to own shares in the Company. As at the date of approval of the Half-Yearly Financial Report, Directors and their connected persons held the following number of Ordinary Shares in the Company:
Director |
Directors' holdings in the Company's Ordinary Shares |
Christopher Mills |
350,000 |
John Grace 1 |
130,000 346,607 |
1 John Grace holds a beneficial interest of 130,000 Ordinary Shares. Mr Grace is also a member of a class of beneficiaries which holds an interest in 346,607 Ordinary Shares.
Principal risks and uncertainties
When considering the total return of the Company, the Board takes account of the risk which has been taken in order to achieve that return. The Directors have carried out a robust assessment of the principal risks facing the Company including those which would threaten its business model, future performance, solvency or liquidity. The Board looks at the following risk factors as listed below:
· Investment activity and performance
· Level of discount or premium
· Market price risk
Information on these risks and how they are managed is given in the Annual Report and Financial Statements for the year ended 31 March 2018. In the view of the Board, these principal risks and uncertainties were applicable to the six months under review and are not expected to change for the remaining six months of the financial year.
Events after the reporting date
The Directors are not aware of any developments that might have a significant effect on the operations of the Company in subsequent financial periods not already disclosed in this report or the attached condensed financial statements.
Going concern
Under the UK Corporate Governance Code and applicable regulations, the Directors are required to satisfy themselves that it is reasonable to assume that the Company is a going concern from the date of approval of this Half-Yearly Financial Report.
The Directors have considered the Company's investment objective and risk management policy, its assets and the expected income and return from its investments. The Directors are of the opinion that the Company is able to meet its liabilities and ongoing expenses as they fall due and they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, these financial statements have been prepared on a going concern basis and the Directors believe it is appropriate to continue to adopt this basis for a period of at least 12 months from the date of approval of these condensed financial statements.
The special resolution outlined in Article 51 of the Articles of Incorporation was not passed at the AGM on 31 August 2017. Hence, the Company will continue its operations until the 2019 AGM when the special resolution outlined in Article 51 will be proposed to the shareholders again, where the Board will recommend that shareholders vote against this resolution. Although the outcome of such a vote remains uncertain, having assessed the principal risks to the business and investment model, the Directors' current view is that the shareholders will vote against the resolution.
Future strategy
The Board continues to believe that the investment strategy and policy adopted by the Company is appropriate for and is capable of meeting the Company's investment objective.
The overall strategy remains unchanged and it is the Board's assessment that the Investment Manager's and Investment Adviser's resources are appropriate to properly manage the Company's portfolio in the current and anticipated investment environment.
Please refer to the Investment Adviser's report for detail regarding performance to date of the investment portfolio and the main trends and factors likely to affect those investments.
Directors
All Directors are non-executive.
Nigel Cayzer (Chairman)
British
Nigel Cayzer is Chairman of Aberdeen Asian Smaller Companies Investment Trust PLC. He is also a director of a number of private companies. He has been Chairman or a director of a number of Investment Companies and was Chairman of Maggie's, a leading cancer charity, from 2005 until 2014.
Sidney Cabessa
French
Sidney Cabessa is also a director of Club-Sagem and Mercator/Nature et découvertes. He was Chairman of CIC Finance, an Investment Fund and a subsidiary of French banking group, CIC - Credit Mutuel and was previously a Director of other investment companies. He has previously been Senior Adviser with Rothschild and co (2012 to 2017); and is now Senior Adviser at Essling Capital. He is also a director of Harwood Capital Management Limited.
Walid Chatila
Canadian
Walid Chatila is a retired Certified Public Accountant (Texas 1984) and a Certified Professional Accountant (Ontario 1991). His career includes international audit and special assignment experience mostly in financial services in the Middle East and North America from 1983 to 1993. A resident of Abu Dhabi, United Arab Emirates, since 1993, he was the Finance Director of Emirates Holdings from 1994 to 2006, and between 2006 and 2011, he assumed the role of General Manager of Al Nowais Investment LLC. He was also the General Manager of Arab Development Establishment until June 2017.
Rupert Evans
British
Rupert Evans is a Guernsey Advocate and was a partner in the firm of Ozannes between 1982 and 2003, since then he has been a consultant to Ozannes (now Mourant Ozannes). He is a non-executive director of a number of other investment companies some of which are quoted on recognised stock exchanges. He is a Guernsey resident.
Christopher Mills
British
Christopher Mills is a Partner and the Chief Executive Officer of Harwood Capital LLP. He is also Chief Investment Officer of North Atlantic Smaller Companies Investment Trust plc ("NASCIT"). NASCIT is the winner of numerous Micropal and S&P Investment Trust awards. In addition, he is a non-executive director of numerous UK companies which are either currently, or have in the past five years been, publicly quoted.
John Radziwill
British
John Radziwill is currently a director of INTL FC Stone, Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth Street Capital Ltd and Netsurion Ltd. In the past ten years, he also served as a director of Acquisitor Plc and Acquisitor Holdings (Bermuda) Ltd, Air Express International Corp., Radix Ventures Inc, Baltimore Capital Plc, Lionheart Group Inc, USA Micro Cap Value Co Ltd and Radix Organisation Inc. Mr Radziwill is a member of the Bar of England and Wales.
John Grace
New Zealander
John Grace is actively involved in the management of several global businesses including asset management, financial services, and real estate. He is a Director and Founder of Sterling Grace International Ltd. Sterling Grace and its affiliates manage investments for high net-worth investors, institutions and investment partnerships. The company is active in global money management, financial services, private equity and real estate investments. He is also Chairman of Trustees Executors Holdings Ltd, owner of the premier and oldest New Zealand trust company established in 1882. It is the market leader in the corporate trust business. Its clients include government divisions, corporations and banks. The company is active in wholesale financial services including trust accounting, securities custody and mutual fund registry. It is also actively engaged in the personal trust business. He graduated from Georgetown University. He has served as a director of numerous public companies and charities. He currently supports genetic research and education initiatives in science at the university of Lausanne, EPFL École polytechnique fédérale de Lausanne and CERN, the European Organization for Nuclear Research.
INVESTMENT ADVISER'S REPORT
It is pleasing to note that the net asset value of the Company for the six months to 30th September rose by 5.7% thereby outperforming the comparable small cap indices.
Quoted equities:
Equity markets were volatile during the period and where companies missed expectations there would be very significant falls in the value of the business. The outperformance of the Company was assisted by EKF, Bioquell, Catalyst Media, Assetco, Water Intelligence, Augean and Tax Systems, all of which rose in excess of 20%. This was to some extent offset by weakness in Minds & Machines following a failed bid process, Satellite Solutions for no particular reason and Frenkel Topping following disappointing results.
The positions in Redcentric, ISpatial, Omega and Animalcare were more than doubled whilst during the period covered by these Financial Statements new positions were established in Ergomed, NAHL and GBGI.
Unquoted portfolio:
One new investment was made during the period in Hansard (Pelsis) a leading manufacturer and distributor of pest control products. The value of Antler was increased during the period reflecting a third party valuation. Jaguar continues to perform extremely well and there has been a meaningful improvement in the performance of Sherwood in the past nine months.
Liquidity:
As a result of the above transactions, the Company's cash position fell from approximately £18m to just over £5m during the period.
Outlook:
Since the end of the period global markets have been weak and the UK is certainly no exception. Whilst this has inevitably led to a fall in the net asset value of the Company, the impact has to some extent been mitigated by the sale of the Company's interest in GBGI and Bioquell, both at significant premiums to the end September valuation.
As a consequence our pro forma cash holding is again approaching £15m.
Our core philosophy of buying good businesses at a significant discount to their private market value will, I believe, stand us in good stead even if markets deteriorate further.
Our substantial cash balance also leaves us well placed to benefit from further opportunities as they arise.
Harwood Capital LLP
13 December 2018
TEN LARGEST HOLDINGS
As at 30 September 2018
EKF Diagnostics Holdings Plc
EKF Diagnostics is a global integrated market leader in the medical diagnostics business, offering a large range of hemoglobin and hematocrit analyzers. The company focuses on diagnostics for the Point of Care market, demonstrating a way to make blood and anemia screening more accessible and affordable. The business also has a clinical laboratory division where its liquid reagents can be used widely in analyzers found in hospital laboratories.
The business is now focused primarily on the next phase of growth. winning new contracts and launching products into key markets, having recently signed an exclusive distribution deal in the U.S to support its diabetes strategy. Net cash generation has remained strong, with an uplift of £5 million in free cash on the balance sheet. The group successfully raised £22.25 million and listed Renalytix on the AIM market through an IPO. Renalytix will be able to target diabetic patients who are at risk of progressive kidney failure. Any further value created from Renalytix will represent significant upside. EKF has recently announced a £2 million share buyback program.
Bigblu Broadband Plc
Formerly known as Satellite Solutions Worldwide, Bigblu Broadband operates as a leading global telecommunication provider offering very fast broadband to rural communities, which traditional broadband providers cannot deliver. The business uses a proprietary cloud-based software to integrate customers and to reduce the cost base.
The group is becoming the alternative broadband provider in Australia and Europe, and there is significant upside to come through a combination of organic growth, strategic well-placed acquisitions and joint venture partnerships agreements.
MJ Gleeson Group Plc
Gleeson operates two divisions, Gleeson Homes and Gleeson Strategic Land. Gleeson Homes continues to show a strong increase in revenues. This has been driven by robust demand for affordable housing among the group's core northern customer base. Gleeson Strategic Land continues to enjoy continuing success in securing residential planning permission as well as progressing the sale of several of its southern UK sites, with a strong future pipeline.
This twin track strategy continues to build momentum delivering increased revenues, profits, cash and margins as management puts in place the infrastructure to deliver its 2,000-homes a year target by 2022. The board announced that the dividend policy will be increased by 33%, after an exceptional year. The balance sheet has strengthened, and the core business model continues to scale upwards.
Bioquell Plc
Bioquell is a global leader in Bio-decontamination systems developing, designing and manufacturing specialist surface sterilisation and filtration technology. The group uses hydrogen peroxide vapor to eliminate micro-organisms such as viruses, bacteria and fungi. Bioquell acts as an important supplier to life sciences and lead health care companies around the world.
The group has been through a transformational period and is now focused as a pure play on bio decontamination solutions. The strategic review was completed, with all non-core legacy defence businesses sold. As a result, the business is now in a stronger position for visibility on future earnings from bio decontamination solutions and modular isolators. The growth of the business lies in opportunities in America, where the addressable market is potentially very exciting.
Redcentric Plc
The company is a leading UK IT managed services business that provides IT and cloud services to meet its customer and client's needs. The group benefits from an established reputation as an end to end managed service provider delivering innovative technology to improve business productivity and efficiency.
Redcentric has continued its period of recovery through a strategic review by cutting the cost base, consolidating property and systems from its legacy businesses throughout a challenging business environment. The operating model has been transformed to migrate more customers to the cloud. The group have been successful in winning new large contracts recently demonstrated by the Yorkshire and Humber Public Sector Network win, delivering an additional £15 million of revenue. Cash control of the group has been well managed and debt is falling rapidly. The focus is now on the management team to continue to evolve the managed services market through the cloud offering.
Hargreaves Services
Hargreaves Services aims to deliver returns in three key asset classes; Energy, infrastructure and the property sector. The business has evolved from a traditional model of industrial services and logistics to incorporate renewable energy, civil engineering, land restoration and remediation. The company has developed a pipeline of opportunities with a land bank of 18,000 acres of land across the UK, which will have a mixed-use purpose of residential, commercial property and industrial use.
The group has seen a strong performance in Germany and its industrial service segment, combined with substantial gains in the Property and Energy portfolio. The group has successfully completed the sale of Brockwell Energy Limited with funds from the sale being applied to reducing short term overdraft. The strategy remains focused on simplifying the business while delivering strong returns within the group whilst generating cash.
Sportech Plc
Sportech is a world leader in pari mutuel pools betting and operates through sixty-four venues, under three business segments in the gaming industry. The strategy has focused upon improving digital betting channels and winning exclusive new license deals in certain States in America.
Following the sale of its UK business, the company has significantly reduced its cost base and now has £15 million of cash and no debt on the balance sheet. A recent Supreme Court decision legalised sports betting across the US. As this is implemented by the various States this will have a major impact on the group's revenues and earnings visibility. Connecticut is expected to pass legislation early next year, which will be transformational for Sportech's venue business given its current dominant market position. The stock has been weak recently due to a profit warning.
Augean Plc
Augean is the market leader specialising in hazardous waste management practices, and provides waste management solutions across the United Kingdom. The group is strategically positioned to provide compliance and commercial solutions operated through five business units: Energy & Construction, Radioactive Waste Services, Industry and Infrastructure, Augean Integrated Services and Augean North Sea Services.
The group is currently engaged in a legal process with HMRC over supposed un-paid landfill tax assessments, the group believes that taxes have been collected and paid correctly and is challenging the HMRC's position. The share price has increased over the last six months reflecting delivery of strong underlying progress and winning several new customers in industrial services and waste management. The company has in the past few months twice increased its profit forecasts for 2018.
Harwood Wealth Management Group Plc
Harwood Wealth Management Group is a substantial financial planner and discretionary wealth firm and currently has more than £4.3billion of assets under management or influence, a 30% increase over the last six months. The group offers a platform of services; investment management, pension and retirement planning; inheritance planning; life cover and family protection and mortgages.
Harwood Wealth additionally offers discretionary investment services operating multi managed funds mainly the Discovery range. The principal driver of growth has come from acquisitions of small to medium sized independent financial advisors, completing nine acquisitions in total this year. The group continues to win new business and is highly cash generative and has a clear growth strategy in place.
AssetCo Plc
AssetCo provides management and resources to fire emergency Services in the Middle East and this includes training, the provision of personnel and equipment. The group's profitable contract for outsourcing fire services with the Abu Dhabi government is expected to end in early 2019. The company is currently pursuing a substantial claim for professional negligence against Grant Thornton. The case has been tried, and a decision is expected .
DIRECTORS' STATEMENT OF RESPONSIBILITIES
The Directors are responsible for preparing the Half-Yearly Financial Report in accordance with applicable Guernsey law and regulations.
The Directors confirm to the best of their knowledge that:
· the unaudited condensed half-yearly financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" and give a true and fair view of the assets, liabilities, financial position and profit of the Company as at 30 September 2018, as required by the UK Listing Authority Disclosure Guidance and Transparency Rule 4.2.4R;
· the combination of the Chairman's Statement, the Investment Adviser's Report, the Executive Summary and the notes to the unaudited condensed half-yearly financial statements include a fair view of the information required by:
1. Rule 4.2.7R of the Disclosure Guidance and Transparency Rules of the UK's Listing Authority ("DTR"), being an indication of important events that have occurred during the six months ended 30 September 2018 and their impact on the condensed financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
2. DTR 4.2.8R, being related party transactions that have taken place during the six months ended 30 September 2018 and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last annual report that could do so.
By order of the Board
Walid Chatila Rupert Evans
Director Director
13 December 2018 13 December 2018
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 September 2018
|
|
Six months ended 30 September 2018 |
Six months ended 30 September 2017 |
|
|
(Unaudited) |
(Unaudited) |
|
Notes |
£ |
£ |
Income |
|
|
|
Investment income |
3 |
407,328 |
359,792 |
Realised gain on financial assets designated at fair value through profit or loss |
|
549,812 |
7,166,200 |
Unrealised gain on financial assets designated at fair value through profit or loss |
|
7,119,604 |
686,561 |
Loss on foreign currency translation |
|
(5,219) |
(1,431) |
Total income |
|
8,071,525 |
8,211,122 |
|
|
|
|
Expenses |
|
|
|
Investment manager and investment advisory fees |
4 |
701,118 |
648,035 |
Transaction costs |
|
39,480 |
75,972 |
Directors' fees and expenses |
8 |
94,634 |
107,224 |
Audit fees |
|
25,069 |
27,853 |
Administration fees |
7 |
58,653 |
62,425 |
Legal and professional fees |
|
34,564 |
69,907 |
Registrar and transfer agent fees |
|
11,925 |
9,281 |
Custodian fees |
6 |
15,781 |
15,836 |
Insurance fees |
|
2,564 |
2,564 |
Regulatory fees |
|
2,374 |
8,755 |
Printing fees |
|
15,174 |
14,304 |
Other expenses |
|
9,191 |
15,620 |
Total expenses |
|
1,010,527 |
1,057,776 |
|
|
|
|
Profit before taxation |
|
7,060,998 |
7,153,346 |
Withholding tax on dividends |
|
(11,379) |
(11,585) |
Profit after taxation and total comprehensive income |
|
7,049,619 |
7,141,761 |
|
|
|
|
|
|
|
|
Basic and diluted earnings per Ordinary Share |
12 |
0.50 |
0.49 |
The Company has no items of other comprehensive income, and therefore the profit for the period is also the total comprehensive income.
All items in the above statement are derived from continuing operations. No operations were acquired or discontinued during the period.
The accompanying notes form an integral part of these condensed financial statements.
As at 30 September 2018
|
|
|
30 September 2018 |
31 March 2018 |
|
|
Notes |
(Unaudited) |
(Audited) |
|
|
|
£ |
£ |
Non-current assets |
|
|
|
|
Listed investments designated at fair value through profit or loss (Cost - £100,650,852 (31 March 2018 - £89,154,852)) |
9 |
120,356,330 |
102,338,074 |
|
Unlisted investments designated at fair value through profit or loss (Cost - £6,273,362 (31 March 2018 - £5,259,420)) |
9 |
6,660,054 |
5,048,764 |
|
|
|
|
127,016,384 |
107,386,838 |
|
|
|
|
|
Current assets |
|
|
|
|
Cash and cash equivalents |
|
|
5,469,613 |
18,736,273 |
Amounts due from brokers |
|
|
124,063 |
- |
Dividends and interest receivable |
|
|
68,400 |
181,040 |
Other receivables |
|
|
16,578 |
14,414 |
Total current assets |
|
|
5,678,654 |
18,931,727 |
|
|
|
|
|
Total assets |
|
|
132,695,038 |
126,318,565 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Other payables and accrued expenses |
|
|
329,935 |
351,298 |
Amounts due to brokers |
|
|
73,971 |
725,754 |
Total current liabilities |
|
|
403,906 |
1,077,052 |
|
|
|
|
|
Net assets |
|
|
132,291,132 |
125,241,513 |
|
|
|
|
|
Shareholders' equity |
|
|
|
|
Share capital |
|
10 |
49,789,346 |
49,789,346 |
Capital redemption reserve |
|
|
1,246,500 |
1,246,500 |
Other reserves |
|
|
81,255,286 |
74,205,667 |
Total shareholders' equity |
|
|
132,291,132 |
125,241,513 |
|
|
|
|
|
Net Asset Value per Ordinary Share - basic and diluted |
|
11,13 |
£9.32 |
£8.82 |
The condensed financial statements were approved by the Board of Directors on 13 December 2018 and are signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
For the six months ended 30 September 2018 (Unaudited)
|
Share Capital |
Capital redemption reserve |
Other reserves |
Total |
|
|
|
£ |
£ |
£ |
£ |
Balance at 1 April 2018 |
|
49,789,346 |
1,246,500 |
74,205,667 |
125,241,513 |
Total comprehensive income for the period |
|
- |
- |
7,049,619 |
7,049,619 |
Balance at 30 September 2018 |
|
49,789,346 |
1,246,500 |
81,255,286 |
132,291,132 |
For the six months ended 30 September 2017 (Unaudited)
|
Share Capital |
Capital redemption reserve |
Other reserves |
Total |
|
|
|
£ |
£ |
£ |
£ |
Balance at 1 April 2017 |
|
50,122,846 |
1,246,500 |
67,856,996 |
119,226,342 |
Total comprehensive income for the period |
|
- |
- |
7,141,761 |
7,141,761 |
Transactions with owners, recorded directly to equity |
|
|
|
|
|
- Cancellation of shares |
|
(222,000) |
- |
(2,560,500) |
(2,782,500) |
Balance at 30 September 2017 |
|
49,900,846 |
1,246,500 |
72,438,257 |
123,585,603 |
For the six months ended 30 September 2018
|
|
Six months ended 30 September 2018 |
Six months ended 30 September 2017 |
|
|
£ |
£ |
|
|
(Unaudited) |
(Unaudited) |
Cash outflow from operating activities |
|
|
|
|
|
|
|
Profit after taxation and total comprehensive income for the period |
|
7,049,619 |
7,141,761 |
|
|
|
|
Adjustments to reconcile profit after tax to net cash flows: |
|
|
|
- Realised gain on financial assets designated at fair value through profit or loss |
|
(549,812) |
(7,166,200) |
- Unrealised gain on financial assets designated at fair value through profit or loss |
|
(7,119,604) |
(686,561) |
- Net loss on foreign currency translation |
|
5,219 |
1,431 |
|
|
|
|
Purchase of financial assets designated at fair value through profit or loss |
|
(20,006,990) |
(23,609,924) |
Proceeds from sale of financial assets designated at fair value through profit or loss |
|
8,046,860 |
21,491,768 |
|
|
|
|
Changes in working capital Decrease in dividend and interest receivable |
|
112,640 |
140,269 |
Increase in other receivables |
|
(2,164) |
(3,770) |
(Decrease) / increase in amounts due from brokers |
|
(124,063) |
306,908 |
Decrease in other payables and accrued expenses |
|
(21,363) |
(9,769) |
Decrease in amounts due to brokers |
|
(651,783) |
(209,293) |
|
|
|
|
Net cash outflow from operating activities |
|
(13,261,441) |
(2,603,380) |
|
|
|
|
Cash outflow from financing activities |
|
|
|
Cancellation of shares |
|
- |
(2,977,391) |
Net cash outflow from financing activities |
|
- |
(2,977,391) |
|
|
|
|
Net decrease in cash and cash equivalents in the period |
|
(13,261,441) |
(5,580,771) |
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
18,736,273 |
8,949,022 |
Effect of exchange rate fluctuations on cash and cash equivalents |
|
(5,219) |
(1,432) |
Cash and cash equivalents at the end of period |
|
5,469,613 |
3,366,819 |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
1. General information
The Company was registered in Guernsey on 2 December 1994 and commenced activities on 3 March 1995. The Company was listed on the London Stock Exchange on 3 March 1995.
The Company is a Guernsey Authorised Closed-Ended Investment Scheme and is subject to the Authorised Closed-Ended Investment Scheme Rules 2008.
The investment activities of the Company are managed by the Investment Manager and the administration of the Company is delegated to BNP Paribas Securities Services S.C.A., Guernsey Branch (the "Administrator").
Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
2. Accounting policies
The Annual Report and Financial Statements (the "Annual Report") are prepared in accordance with the Disclosure Guidance and Transparency Rules of the FCA and with International Financial Reporting Standards ("IFRS") as adopted by the European Union which comprise standards and interpretations approved by the International Accounting Standards Board, and interpretations issued by the International Financial Reporting Standards and Standing Interpretations Committee as approved by the International Accounting Standards Committee which remain in effect. The Half-Yearly Financial Report has been prepared in accordance with International Accounting Standards (IAS) 34 "Interim Financial Reporting". The accounting policies adopted are consistent with those of the previous financial year and corresponding interim period, except for the adoption of new and amended standards as set out below.
The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
The Company applied, for the first time as at 1 April 2018, IFRS 15 Revenue from Contracts with Customers ("IFRS 15") and IFRS 9 Financial Instruments ("IFRS 9") that became effective on 1 January 2018. These standards do not result in a restatement of previous financial statements. As required by IAS 34, the nature and effect of these changes are disclosed below.
(a) IFRS 15 replaces IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations
IFRS 15 requires entities to recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
As disclosed in the Annual Report, the Directors believe that the application of IFRS 15 is not be applicable as the Company does not have any revenue that should be accounted for under IFRS 15.
(b) IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement
IFRS 9 introduced a new approach to the classification of financial assets which is driven by the business model in which the asset is held and their cash flow characteristics. A new business model approach was introduced which does allow certain financial assets to be categorised as "fair value through other comprehensive income" in certain circumstances. IFRS 9 carries forward the derecognition requirements of financial assets and liabilities from IAS 39.
The Board applied IFRS 9 from 1 April 2018 for the first time. As disclosed in the Annual Report, the Board has undertaken an assessment of the impact of IFRS 9 on the Company's financial statements and concluded that there will be no impact to the classification and measurement of the Company's financial assets and financial liabilities. Refer to note 2.4 for the accounting policies on financial instruments which detail the impact on adoption of IFRS 9.
2.1 Going Concern
The Half-Yearly Financial Report has been prepared under a going concern basis. After analysing the following, the Directors believe that it is appropriate to adopt the going concern basis in preparing these financial statements:
· Working capital - As at 30 September 2018, there was a working capital surplus of £5,274,748. The Directors noted that as at 30 September 2018 (i) the profit after taxation and total comprehensive income for the period from 1 April 2018 to 30 September 2018 was £7,049,619 and (ii) the Company had no borrowings, as such it has sufficient capital in hand to cover all expenses (which mainly consist of investment manager and investment advisory fees, directors' fees and expenses, administration fees and legal and professional fees) and to meet all of its obligations as they fall due.
· Closed-ended Company --- The Company has been authorised by the Guernsey Financial Services Commission as an Authorised Closed-ended Collective Investment Scheme, as such there cannot be any shareholder redemptions, and therefore no cash flows out of the Company in this respect.
· Investments - The Company has a tradable portfolio, as 95% of the investments are listed and can therefore be readily sold for cash.
The special resolution outlined in Article 51 of the Articles of Incorporation was not passed at the AGM on 31 August 2017. Hence, the Company will continue its operations until the 2019 AGM when the special resolution outlined in Article 51 will be proposed to the shareholders again, where the Board will recommend that shareholders vote against this resolution. Although the outcome of such a vote remains uncertain, having assessed the principal risks to the business and investment model, the Directors' current view is that the shareholders will vote against the resolution.
2.2 Use of judgements and estimates
In preparing these condensed financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
The significant judgements made by management in applying the Company accounting policies and the key sources of estimation uncertainty were the same as those applied to the Annual Report and Financial Statements for the year ended 31 March 2018.
2.3 Segment reporting
The Directors view the operations of the Company as one operating segment, being the investment business. All significant operating decisions are based upon analysis of the Company's investments as one segment. The financial results from this segment are equivalent to the financial results of the Company as a whole, which are evaluated regularly by the chief operating decision-maker (the Board with insight from the Investment Manager).
2.4 Financial instruments
Financial Assets
Classification
All investments of the Company are designated as financial assets at fair value through profit or loss. The investments, which include both equity and debt securities, are purchased mainly for their capital growth. The portfolio is managed, and performance evaluated, on a fair value basis in accordance with the Company's documented investment strategy, therefore the Directors consider that this is the most appropriate classification.
Equity securities at fair value through profit or loss at inception
Under IAS 39, equity securities were classified as financial assets at fair value through profit or loss. Under IFRS 9, equity investments are required to be held as fair value through profit or loss. There was therefore no impact on the amounts recognised in relation to these assets from the adoption of IFRS 9.
Classification (continued)
Debt securities at fair value through profit or loss at inception
Under IAS 39, debt securities were classified as financial assets at fair value through profit or loss. This is due to the fact that these debt instruments are managed, and their performance is evaluated on a fair value basis in accordance with the Company's documented investment strategy. Under IFRS 9 and the current business model, these debt instruments are classified as financial assets at fair value through profit or loss. There was no impact on the amounts recognised in the Condensed Statement of Financial Position in relation to these assets from the adoption of IFRS 9.
The Company's policy requires the Investment Manager and the Board to evaluate the information about these financial assets on a fair value basis together with other related financial information.
Initial recognition
Financial assets are measured initially at fair value being the transaction price. Subsequent to initial recognition on trade date, all assets classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Condensed Statement of Comprehensive Income. Transaction costs are separately disclosed in the Condensed Statement of Comprehensive Income.
Fair value measurement principles
Listed investments have been valued at the bid price ruling at the reporting date. In the absence of the bid price, the closing price has been taken, or, in either case, if the market is closed on the financial reporting date, the bid or closing price on the preceding business day.
Fair value of unlisted investments is derived in accordance with the International Private Equity and Venture Capital (IPEV) valuation guidelines. Their valuation includes all factors that market participants would consider in setting a price. The primary valuation techniques employed to value the unlisted investments are earnings multiples, recent investments and the net asset basis. Cost is considered appropriate for early stage investments. The relevance of this methodology can be eroded over time and in these cases the carrying values will be adjusted to reflect fair value.
For certain of the Company's financial instruments, including cash and cash equivalents, dividends and interest receivable and amounts due from brokers, the carrying amounts approximate fair value due to their immediate or short-term maturity.
De-recognition
De-recognition of financial assets occurs when the rights to receive cash flows from financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.
Financial liabilities
Amounts due to brokers represent payables for investments that have been contracted for but not yet settled or delivered at the year end. Financial liabilities include other payables and accrued expenses, amounts due to brokers and amounts due on redemption of Ordinary Shares which are held at amortised cost using the effective interest rate method.
Financial liabilities are recognised initially at fair value, net of transaction costs incurred and are subsequently carried at amortised cost using the effective interest rate method. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.
3. Investment income
|
Six months ended 30 September 2018 (Unaudited) |
Six months ended 30 September 2017 (Unaudited) |
|
£ |
£ |
Dividends |
407,328 |
359,792 |
Total investment income |
407,328 |
359,792 |
4. Investment manager and investment advisory fees
Harwood Capital LLP, the Investment Manager and Investment Adviser, is entitled to an annual fee of 1.25% on the first £15 million of the Net Asset Value of the Company, and 1% of any excess, payable monthly in arrears. The agreement can be terminated giving 12 months' notice or immediately should the Investment Manager be placed into receivership or liquidation. The Investment Manager is entitled to all the fees accrued and due up to the date of such termination but is not entitled to compensation in respect of any termination. Investment Manager and Investment Adviser fees payable as at 30 September 2018: £237,300 (31 March 2018: £215,208).
5. Supplementary management fee
The Investment Manager agreed to waive its right to exercise management options to subscribe for Ordinary Shares in exchange for a discretionary bonus ("supplementary management fee").
As at approval of these condensed financial statements, no recommendation was made in respect of the 2018 supplementary management fee. The supplementary management fee is paid annually in arrears.
6. Custodian fees
BNP Paribas Securities Services S.C.A., Guernsey Branch was appointed as custodian on 1 April 2007 and is entitled to an annual safekeeping fee based upon the value of investments held plus transactions fees, subject to a minimum of £4,000 per annum. Custodian fee payable as at 30 September 2018: £2,683 (31 March 2018: £4,412). This amount is included in other payables and accrued expenses.
7. Administration fees
The Administrator was appointed on 1 April 2007 and is entitled to an annual fee at a rate of 0.125% on the first £20 million, 0.10% on the next £20 million and 0.075% of any excess of the Total Assets, subject to a minimum of £50,000 per annum. Administration fee payable as at 30 September 2018: £10,120 (31 March 2018: £18,617). This amount is included in other payables and accrued expenses.
8. Directors' fees, expenses and interests
With the exception of the Chairman and Audit Committee Chairman, who are entitled to a fee of £27,500 and £25,000 per annum respectively, each Director is entitled to £20,000 per annum from the Company. In addition, all Directors are entitled to reimbursement of travel, hotel and other expenses incurred by them in course of their duties relating to the Company.
The Company has no employees other than the Directors. Directors' fees payable as at 30 September 2018 were £38,438 (31 March 2018: £38,125). This amount is included in other payables and accrued expenses.
As at the date of approval of these condensed financial statements, Christopher Mills and John Grace held Ordinary Shares in the Company. No other Director holds shares in the Company.
No pension contributions were payable in respect of any of the Directors (31 March 2018: £nil).
9. Financial assets designated at fair value through profit or loss
|
30 September 2018 |
31 March 2018 |
|
(Unaudited) |
(Audited) |
|
£ |
£ |
Cost at beginning of period/year |
94,414,272 |
86,722,207 |
Additions |
20,006,990 |
42,647,674 |
Disposals |
(8,046,860) |
(57,679,422) |
Net realised gains on investments |
549,812 |
22,723,813 |
Cost at end of period/year |
106,924,214 |
94,414,272 |
Net unrealised gain on investments |
20,092,170 |
12,972,566 |
Fair value at end of the period/year |
127,016,384 |
107,386,838 |
Representing:
|
30 September 2018 |
31 March 2018 |
|
£ |
£ |
|
(Unaudited) |
(Audited) |
Listed equities |
120,356,330 |
102,338,074 |
Unlisted equities |
6,660,054 |
5,048,764 |
|
127,016,384 |
107,386,838 |
Investments are predominantly comprised of equity and equity-related investments in small and mid-sized quoted and unquoted companies in the United Kingdom and United States.
Fair value hierarchy
Fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions, IFRS 13 - "Fair Value measurement" (IFRS 13), establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets (Level 1) and lowest priority to unobservable inputs (Level 3). The three levels of the value hierarchy are as follows.
Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
Level 2: Inputs reflect quoted prices of similar assets and liabilities in active markets and quoted prices of identical assets and liabilities in markets that are considered to be inactive, as well as inputs other than quoted prices within level 1 that are observable for the asset or liability either directly or indirectly; and
Level 3: Inputs that are unobservable for the asset or liability and reflect the Investment Manager's own assumptions in accordance with the accounting policies disclosed within Note 2 to the financial statements.
30 September 2018 |
Level 1 |
Level 2 |
Level 3 |
Total |
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|
£ |
£ |
£ |
£ |
Financial assets at fair value |
|
|
|
|
through profit or loss |
|
|
|
|
Listed securities |
120,356,330 |
- |
- |
120,356,330 |
Unlisted securities |
- |
- |
6,660,054 |
6,660,054 |
|
120,356,330 |
- |
6,660,054 |
127,016,384 |
31 March 2018 |
Level 1 |
Level 2 |
Level 3 |
Total |
|
(Audited) |
(Audited) |
(Audited) |
(Audited) |
|
£ |
£ |
£ |
£ |
Financial assets at fair value |
|
|
|
|
through profit or loss |
|
|
|
|
Listed securities |
102,338,074 |
- |
- |
102,338,074 |
Unlisted securities |
- |
- |
5,048,764 |
5,048,764 |
|
102,338,074 |
- |
5,048,764 |
107,386,837 |
The following table summarises the changes in fair value of the Company's Level 3 investments.
|
30 September 2018 |
31 March 2018 |
|
(Unaudited) |
(Audited) |
|
£ |
£ |
Opening balance |
5,048,764 |
3,714,598 |
Net realised losses on investments |
(228,908) |
(159,207) |
Unrealised gains /(losses)on investments |
597,347 |
(580,661) |
Purchase of investments |
1,242,851 |
1,981,034 |
Transfers from level 1 into level 3 |
- |
93,000 |
Closing balance |
6,660,054 |
5,048,764 |
|
|
|
Change in unrealised gains on investments included in Condensed Statement of Comprehensive Income for Level 3 investments held |
597,347 |
784,711 |
During the period ended 30 September 2018, there were no transfers between the three levels of the fair value hierarchy (31 March 2018: One transfer from level 1 to level 3).
Transfers between levels are determined based on changes to the significant inputs used in the fair value estimation. The Directors have selected an accounting policy to apply transfers between levels in the fair value hierarchy at the beginning of the relevant reporting period.
Quantitative information of significant unobservable inputs - Level 3
The table below sets out information about significant unobservable inputs used at 30 September 2018 and 31 March 2018 in measuring financial instruments categorised as Level 3 in the fair value hierarchy.
Valuation Method |
Fair Value at 30 September 2018 (£) |
Unobservable inputs |
Factor |
Sensitivity to changes in significant unobservable inputs |
Comparable Company Multiples |
1,200,594 |
Earnings (EBITDA) multiple |
14.0x |
The estimated fair value would increase if: |
Valuation Method |
Fair Value at 31 March 2018 (£) |
Unobservable inputs |
Factor |
Sensitivity to changes in significant unobservable inputs |
Comparable Company Multiples |
1,200,594 |
Earnings (EBITDA) multiple |
14.0x |
The estimated fair value would increase if: |
The remaining investments classified as Level 3 have not been included in the above analysis as they have either a fair value that either approximates a recent transaction price or is cash held in escrow pending the outcome of certain post sale conditions (i.e. warranties).
Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3, changing one or more of the assumptions used to reasonably possible alternative assumptions would have the following effects on the net assets attributable to the shareholders.
Sensitivity analysis to significant changes in unobservable inputs within Level 3 hierarchy
As at 30 September 2018
Valuation Method |
Input |
Sensitivity used |
£ |
Comparable Company Multiples |
Earnings (EBITDA) multiple |
+/-10% (15.4/12.6) |
147,284/(147,284) |
As at 31 March 2018
Valuation Method |
Input |
Sensitivity used |
£ |
Comparable Company Multiples |
Earnings (EBITDA) multiple |
+/-10% (15.4/12.6) |
140,096/(140,096) |
A sensitivity of 10% has been considered appropriate given the earnings (EBITDA) multiple for comparable company multiples lies within this range.
Please refer to note 2.4 for valuation methodology of financial assets designated at fair value through profit or loss.
10. Share Capital
Authorised share capital
|
|
|
Number of Shares |
£ |
Authorised: |
|
|
|
|
Ordinary shares of 50 pence each |
|
|
90,000,000 |
45,000,000 |
Ordinary Shares Issued - 1 April 2018 to 30 September 2018
Ordinary Shares of 50 pence each |
|
Number of Shares |
Share capital £ |
At 1 April 2018 |
|
14,192,125 |
49,789,346 |
Cancellation of shares |
|
- |
- |
At 30 September 2018 |
|
14,192,125 |
49,789,346 |
Ordinary Shares Issued - 1 April 2017 to 31 March 2018
Ordinary Shares of 50 pence each |
|
Number of Shares |
Share capital £ |
At 1 April 2017 |
|
14,859,125 |
50,122,846 |
Cancellation of shares |
|
(667,000) |
(333,500) |
At 31 March 2018 |
|
14,192,125 |
49,789,346 |
Rights attributable to Ordinary Shares
In a winding-up, the holders of Ordinary Shares are entitled to the repayment of the nominal amount paid up on their shares. In addition, they have the right to receive surplus assets available for distribution. The shares confer the right to dividends, and at general meetings, on a poll, confer the right to one vote in respect of each Ordinary Share held.
Share buybacks
In accordance with section 315 of The Companies (Guernsey) Law 2008, (as amended) (the "Law"), the Company has been granted authority to make one or more market acquisitions (as defined in section 316 of the Law, of Ordinary Shares of 50 pence each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
a) the maximum aggregate number of Ordinary Shares authorised to be acquired does not exceed 10% of the issued Ordinary Share capital of the Company on the date the shareholders' resolution is passed;
b) the minimum price (exclusive of expenses) payable by the Company for each Ordinary Share is 50 pence and the maximum price payable by the Company for each Ordinary Share is an amount equal to 105% of the average of the middle market quotations for an Ordinary Share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased and that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation being the higher of the price of the last independent trade and the highest current independent bid available in the market;
c) subject to paragraph (d), this authority shall expire (unless previously renewed or revoked) at the earlier of the conclusion of the next annual general meeting of the Company or on the date which is 18 months from the date of the previous shareholders' resolution;
d) notwithstanding paragraph (c), the Company may make a contract to purchase Ordinary Shares under the authority from the shareholders' before its expiry which will or may be executed wholly or partly after the expiry of the authority and may make a purchase of Ordinary Shares in pursuance of any such contract after such expiry; and
e) the price payable for any Ordinary Shares so purchased may be paid by the Company to the fullest extent permitted by the Companies Law.
A renewal of the authority to make purchases of the Company's own Ordinary Shares will be sought from existing shareholders at each annual general meeting of the Company.
Between 1 April 2018 and 30 September 2018, the Company did not carry out any share buybacks.
Between 1 April 2017 and 31 March 2018, the Company carried out seven share buybacks, resulting in a total reduction of 667,000 shares for a cost of £4,503,420. These shares were subsequently cancelled.
11. Reconciliation of the net asset value to published net asset value
|
30 September 2018 |
31 March 2018 |
||
|
£ |
£ per share |
£ |
£ per share |
Published net asset value |
136,524,762 |
9.62 |
127,759,871 |
9.00 |
Revaluation of investments at bid price |
(4,233,630) |
(0.30) |
(2,518,358) |
(0.18) |
Net asset value attributable to shareholders |
132,291,132 |
9.32 |
125,241,513 |
8.82 |
12. Basic and diluted earnings per Ordinary Share
|
|
|
Six months ended 30 September 2018 (Unaudited) |
Six months ended 30 September 2017 (Unaudited) |
|
|
|
|
£ |
£ |
|
Total comprehensive income for the period |
7,049,619 |
7,141,761 |
|||
Weighted average number of shares during the period |
14,192,125 |
14,433,180 |
|||
Basic and diluted earnings per share |
|
0.50 |
0.49 |
||
13. Net Asset Value per Ordinary Share
|
|
|
|
30 September 2018 (Unaudited) |
31 March 2018 (Audited) |
|
|
|
|
£ |
£ |
Net asset value |
|
|
|
132,291,132 |
125,241,513 |
Number of shares at period/year end |
|
|
14,192,125 |
14,192,125 |
|
Net asset value per share |
|
|
9.32 |
8.82 |
14. Related Parties
All transactions with related parties are carried out at arm's length and the prices reflect the prevailing fair market value of the assets on the date of the transaction.
The Investment Manager and Investment Adviser are considered to be a related party. The fees paid are included in the Condensed Statement of Comprehensive Income and further detailed in notes 4 and 5.
The Directors are also considered to be related parties and their fees are disclosed in the Condensed Statement of Comprehensive Income. At 30 September 2018, £38,438 (31 March 2018: £38,125) included in other payables and accrued expenses was payable to the Directors.
Christopher Mills is a Director and shareholder of Oryx International Growth Fund Limited. He is also a Partner and the Chief Executive of Harwood Capital LLP, the Company's Investment Manager and Investment Adviser and Chief Investment Officer of North Atlantic Smaller Companies Investment Trust plc "NASCIT", which is a substantial shareholder of Oryx.
Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company. The Company neither paid fees to Mourant Ozannes during the period nor had any dues outstanding at the Condensed Statement of Financial Position date (31 March 2018: £nil).
As at 30 September 2018, the Company held 2,500,000 shares in Harwood Wealth Management Group valued at £3,875,000. The Company considers Harwood Wealth Management Group a related party as Mr Christopher Mills, a non-executive director of Harwood Wealth Management Group, is also a member of key management personnel of the Company.
Sidney Cabessa is a Director of Harwood Capital Management Limited, the parent company of Harwood Capital LLP. No fees were paid or are payable to Harwood Capital Management Limited.
Christopher Mills and John Grace hold Ordinary Shares in the Company.
14. Subsequent events
The Board of Directors has evaluated subsequent events for the Company through 13 December 2018, the date the condensed financial statements were available to be issued, and has concluded there are no material events that require disclosure or adjustment of the condensed financial statements.
COMPANY INFORMATION
Registered Office
BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA
Investment Manager and Investment Adviser
Harwood Capital LLP
6 Stratton Street, Mayfair, London, W1J 8LD
Custodian
BNP Paribas Securities Services S.C.A., Guernsey Branch
P.O. Box 482, BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, Channel Islands, GY1 1WA
Secretary and Administrator
BNP Paribas Securities Services S.C.A., Guernsey Branch
P.O. Box 482, BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, Channel Islands, GY1 1WA
Registrars
Link Market Services (Guernsey) Limited
PO Box 627, St Sampson, Guernsey, GY1 4PP
Stockbroker
Winterflood Securities Limited
The Atrium Building, Cannon Bridge House
25 Dowgate Hill, London, EC4R 2GA
Independent Auditors
KPMG Channel Islands Limited
Glategny Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WR
Legal Advisers
To the Company as to Guernsey law: |
|
|
Mourant Ozannes |
|
|
1, Le Marchant Street, St Peter Port, |
|
|
Guernsey, Channel Islands, GY1 4HP |
|
|
|
|
|
To the Company as to English law: |
|
|
Bircham Dyson Bell |
|
|
50 Broadway |
|
|
London, SW1H 0BL |
|
|
www.oryxinternationalgrowthfund.co.uk
Enquiries:
Sarah Hendry
BNP Paribas Securities Services SCA, Guernsey Branch
Tel: 01481 750822
A copy of the Company's Half Yearly Financial Report will be available shortly from the Company Secretary, BNP Paribas Securities Services S.C.A., Guernsey Branch at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA, or on the Company's website (www.oryxinternationalgrowthfund.co.uk).
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.