Half Yearly Report

RNS Number : 0469S

Oryx International Growth Fund Ld

27 November 2012

 



27 November 2012

FOR IMMEDIATE RELEASE

THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED ANNOUNCES UNAUDITED HALF-YEARLY RESULTS FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2012

CORPORATE SUMMARY

 

INVESTMENT OBJECTIVE

The investment objective of Oryx International Growth Fund Limited (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 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.

 

STRUCTURE

The Company is an authorised closed-ended investment company incorporated in Guernsey on 2 December 1994.  The Company's shares have been admitted to the Official List and to trading on the main market of the London Stock Exchange.  The issued capital during the period comprises the Company's Ordinary Shares.

INVESTMENT MANAGER AND INVESTMENT ADVISER

The Investment Manager and the Investment Adviser during the period was Harwood Capital LLP (formerly named North Atlantic Value LLP), a United Kingdom limited liability partnership incorporated under the Limited Partnerships Act 2000 (partnership number OC304213) and regulated by the Financial Services Authority.

DIRECTORS

NIGEL CAYZER (Chairman)	CHRISTOPHER MILLS
British	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 was Chairman of the Oriel Group PLC from 1989 until 1998, a non-executive director of Caledonia Investments PLC from 1986 until 2002, the Alliance Housing Bank SAOG from 1998 until 2006 and Chairman of the Oryx Fund Ltd from 1994 until 2004.	Christopher Mills is Chief Executive Officer of Harwood Capital LLP. He is also Chief Executive and Investment Manager of North Atlantic Smaller Companies Investment Trust plc, "NASCIT". NASCIT is winner of numerous Micropal and S&P Investment Trust awards.
SIDNEY CABESSA	JOHN RADZIWILL
French	British
Sidney Cabessa is also a director of Club-Sagem and Mercator.  Mr Cabessa 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.	John Radziwill is currently a director of International Assets Holding Corp, Lionheart Partners, Inc., USA Micro Cap Value Co. Ltd, Goldcrown Group Limited and Baltimore (Bermuda) Ltd (formerly Acquisitor Holdings Ltd) and Baltimore (Guernsey) Ltd (formerly New York Holdings Ltd). In the past ten years, he also served as a director of Acquisitor Plc, Air Express International Corp., Radix Ventures Inc and Radix Organisation Inc. Mr Radziwill is a member of the Bar of England and Wales.
WALID CHATILA	JOHN GRACE
Canadian	New Zealander
Walid Chatila has more than 11 years of international audit and special assignment experience in the Middle East and North America. He is a Certified Public Accountant (Texas 1984) and a Chartered Accountant (Ontario 1991). From 1994 to 2006 he was the Finance Director of Emirates Holdings in Abu Dhabi, United Arab Emirates, and between  2006 and 2011, he assumed the role of General Manager of Al Nowais Investment LLC. He is currently the General Manager of Arab Development Establishment in Abu Dhabi.	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 manages 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. Mr Grace is also Chairman of Trustees Executors Holdings Ltd, 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. Mr Grace graduated from Georgetown University. Mr Grace 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.
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.

CHAIRMAN'S STATEMENT

As the investment manager has reported, market conditions continue to be difficult with numerous challenges facing both the UK and the international markets. Against this background, I am pleased to report that, for the six months ended 30th September 2012, net asset value per share rose by 4.6%. This is in line with the rise in the FTSE Small Cap Index and follows on from the strong performance last year when the NAV rose by 11%.

The Board continues with its policy of acquiring shares when the discount allows and during the period 429,653 shares were purchased for cancellation at a discount to the net asset value thereby benefiting all shareholders.

The investment philosophy of Harwood Capital LLP is based on identifying potential value in underperforming companies and then realising that value through positive action. As Harwood Capital LLP state in the Investment Adviser's report, there is considerable potential activity within the portfolio and we look forward to seeing this coming to fruition in the near future. 

In line with our stated policy, no dividend will be paid for the period. 

Nigel Cayzer

Chairman

26 November 2012

INVESTMENT ADVISER'S REPORT

During the six months under review the net asset value per share of the Fund rose by 4.6% as against a rise in the FTSE Small Cap Index of 2.4%.

Quoted Portfolio:

During the period there was considerable activity with major new investments in Bioquell, Mecom, IFG, Omega and Service Power.  This was offset by sales in RPC, BBA, Green Compliance and a partial sale in Eckoh.

Stocks that performed notably well during the period included RPC (10% prior to sale): CVS +10%; Augean (+10%); Eckoh (+30%); Bioquell (+8%); Omega (+30%); Assetco (+50%) and Catalyst Media (+25%).  Companies that underperformed include Quarto (-6%) and Mecom (-35%) although we expect a major recovery in Mecom, as the Company moves to maximise shareholder value over the next few months.  Performance was also adversely impacted by the relatively high level of cash balances held during the period of approximating 11% of assets.

Unquoted Portfolio:

Unquoted amount to approximately 15% of the portfolio and fell a modest 2% during the period, as it was necessary to write off Indicant due to poorer than expected trading.  It is however pleasing to note that all of the three largest unquoted holdings (Nastor/Celsis, Bionostic and Orthoproducts) are trading in line or are ahead of expectations.

Furthermore, investment banks have been appointed to realise all or part of these investments over the next six months.  Although it is still too early to predict the outcome, we believe that, taken as a whole, there could be a good uplift from current valuations.

Conclusion:

The stock market is in a trading range and there are no obvious reasons to believe that this will change in the near future.  Underlying demand remains subdued as real disposable incomes fall, unemployment continues to rise whilst corporate profit margins appear to have peaked.  Against this background it is unlikely that profits will grow and, indeed, many even fall.

The stock market is supported by further quantitative easing which is unsustainable in the long term whilst low interest rates are unlikely to persist unless economies deteriorate still further.

Our investment policy remains focussed around identifying under valued companies which can create shareholder value, despite the current economic uncertainties.

Harwood Capital LLP

26 November 2012

TEN LARGEST EQUITY HOLDINGS

as at 30 September 2012

CVS Group Plc

Cost £3,306,064 (3,400,000 shares)

Market value £5,032,000 representing 8.33% of Net Asset Value

The company owns the dominant chain of veterinary practices in the United Kingdom.  The company has grown both organically through adding new services such as on line pet medication products and through acquisitions.  The veterinary practice industry is highly fragmented and CVS is therefore well placed to acquire businesses at favourable prices and improve profitability as a result of superior buying power.  The company's current debt is modest and the business generates substantial free cash flow.  Recent profits have been in excess of market expectation and the shares have performed well.

Gleeson (M.J.) Group Plc

Cost £7,118,533 (3,500,000 shares)

Market value £4,655,000 representing 7.71% of Net Asset Value

The company operates two divisions, Gleeson Houses and Strategic Land.  Following a number of difficult years, the business is now profitable with no debt and substantial cash balances.  Poor sites bought by the previous management team are being worked through and the company is optimistic about its future prospects.  Recent results have been encouraging and the outlook is favourable.

Guinness Peat Group Plc

Cost £4,947,216 (15,000,000 shares)

Market value £4,205,476 representing 6.97% of Net Asset Value

The company is an investment holding company which is in liquidation and which is expected to take about another eighteen months.  Recently the company has sold a number of businesses at good prices and we believe the ultimate break up value will be significantly in excess of the current share price.

Bioquell Plc

Cost £3,586,360 (3,000,000 shares)

Market value £3,960,000 representing 6.56% of Net Asset Value

Is the market leader in the United Kingdom providing tests and measurement services to a variety of specialised components in the aerospace and electronic industries.  The company is also a world leader in decontaminating pharmaceutical production facilities.  The company is currently introducing a number of new products which could accelerate profit growth over the next few years.

IFG Group Plc

Cost £3,544,991 (3,000,000 shares)

Market value £3,370,040 representing 5.58% of Net Asset Value

The company provides personal financial services such as pension fund administration and personal advisory investment advice.  Through a subsidiary, James Hay, the company is one of the largest UK SIPP providers.  The company has no debt and over third of its share price is net cash, which is being used to repurchase 20% of the outstanding share capital.  Assets under advice amount to circa £12bn which compares with a market cap excluding cash of only £100m.

AssetCo Plc

Cost £2,600,000 (1,050,000 shares)

Market value £3,097,500 representing 5.13% of Net Asset Value

The company provides fire services to the government of Abu Dhabi.  Unprofitable contracts in London and Lincolnshire have now been disposed of and the group is profitable.  Future progress will depend on winning additional contracts in the Middle East.

Catalyst Media Group Plc

Cost £1,444,779 (3,125,000 shares)

Market value £2,843,750 representing 4.71% of Net Asset Value

The company owns a 21% interest in SIS, the largest provider of broadcasting services to the brook making industry.  Catalyst is substantially profitable, has no debt and has recently commenced paying dividends.

Orthoproducts Limited

Cost £1,206,964 (319,000 shares)

Market value £2,791,250 representing 4.62% of Net Asset Value

Orthoproducts is one of only two companies in the world that produces specialist plastics for the orthopaedic industry.  The company had a good year in the twelve months to end March 2012 and the medium term outlook is most encouraging.

Quarto Group Inc

Cost £2,332,014 (1,935,000 shares)

Market value £2,709,000 representing 4.49% of Net Asset Value

The company is the largest co-education publishing business in the world and also publishes a range of "how to" books.  The company's performance has in recent years been at best mediocre but we continue to believe there is substantial value in excess of the current share price in the business.

Celsis AG

Cost £1,378,684 (2,879,028 shares)

Market value £2,552,081 representing 4.23% of Net Asset Value

Celsis AG had an excellent year to March 2012 with EBITDA growing on a proforma basis by nearly 15%.  One division was sold at a favourable multiple which significantly reduced debt and another non core division is likely to be sold this year thereby allowing for the majority if not all of the Company's investment to be returned.  Meanwhile, the company's core business, the rapid detection of pathogens in liquids, continues to have excellent prospects for growth.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm to the best of their knowledge that:

·     The half-yearly accounts, which have been 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 the undertakings included in the consolidation taken as a whole as required by DTR 4.2.4R;

·     The Interim Management Report and Investment Adviser's Report include a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

·     The Interim Management Report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

By order of the Board

Walid Chatila                                                  Rupert Evans

Director                                                          Director

26 November 2012                                         26 November 2012

INTERIM MANAGEMENT REPORT

Business review

A review of the Company's activities is given in the Corporate Summary, the Chairman's Statement and the Investment Adviser's Report.

These unaudited condensed consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary undertaking Baltimore Capital PLC, which is UK registered (together "the Group").

Dividend policy

To the extent that any dividends are paid they will be paid in accordance with any applicable laws and regulations of the UK Listing Authority and the requirements of the Companies (Guernsey) Law, 2008, as amended.  The Directors do not propose payment of a dividend (30 September 2011 - Nil, 31 March 2012- Nil).

Capital values

At 30 September 2012 the value of net assets available to Shareholders was £60,375,650 (30 September 2011 - £54,175,634, 31 March 2012 - £59,062,724) and the Net Asset Value per share was £3.17 (30 September 2011 - £2.69, 31 March 2012 - £3.03).

Related party transactions

Related party transactions are disclosed in note 8 to the unaudited condensed consolidated financial statements.

Risks and uncertainties

The main risks arising from the Group's financial instruments are:

(i)         market risk, including currency risk, interest rate risk and other price risk;

(ii)        liquidity risk; and

(iii)       credit risk

The Company Secretary, in close cooperation with the Board of Directors and the Investment Manager, coordinates the Group's risk management.  The policies for managing each of these risks are summarised below and have been applied throughout the period.

(i) Market risk

The fair value or future cash flows of a financial instrument held by the Group may fluctuate because of changes in market prices. This market risk comprises currency risk, interest rate risk and other price risk. The Board of Directors reviews and agrees policies for managing these risks, which have remained substantially unchanged from those applied in the year ended 31 March 2012. The Investment Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.

Currency risk

The functional and presentational currency of the Group is Sterling and, therefore, the Group's principal exposure to foreign currency risk comprises investments priced in other currencies, principally US Dollars.  The Investment Manager monitors the Group's exposure to foreign currencies and reports to the board on a regular basis.  The Investment Manager measures the risk to the Group of the foreign currency exposure by considering the effect on the net asset value and income of a movement in the rates of exchange to which the Group's assets, liabilities, income and expenses are exposed.

Income denominated in foreign currencies is converted to Sterling on receipt.

The Group's financial assets comprise fixed and equity investments, trade receivables and cash balances.

The Group finances its investment activities through the Group's Ordinary Share capital and reserves.  The Group's financial liabilities comprise trade payables.

Interest rate risk

Interest rate movements may affect:

·     the fair value of the investments in fixed rate securities;

·     the level of income receivable on cash deposits;

·     the interest payable on the Group's variable rate borrowings if any.

The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions and borrowings under the loan facility.  The Board reviews on a regular basis the values of the unquoted loans and preferred shares to companies in which private equity investment is made.  Interest rate risk is not significant to the Group.

Other price risk

Other price risks (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.

The Group's exposure to price risk comprises mainly movements in the value of the Group's investments.

The Board of Directors manages the market price risks inherent in the investment portfolios by ensuring full and timely access to relevant investment information from the Investment Manager. The Board meets regularly and at each meeting reviews investment performance. The Board monitors the Investment Manager's compliance with the Group's objectives and is directly responsible for investment strategy and asset allocation.

(ii) Liquidity risk

This is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.

Liquidity risk is significant as the Group invests in unlisted equities and other investments that may not be readily realisable.

In accordance with the Group's policy, the Investment Manager monitors the Company's liquidity risk, and the Board of Directors reviews it.

(iii) Credit risk

The Group does not have any significant exposure to credit risk arising from any one individual party. Credit risk is spread across a number of counterparties, each having an immaterial effect on the Group's cash flows, should a default happen.  The Group's maximum credit risk exposure at the unaudited condensed consolidated statement of financial position date is represented by the respective carrying amounts of the financial assets in the Unaudited Condensed Consolidated Statement of Financial Position.

There is a risk that the custodians and banks used by the Company to hold assets and cash balances could fail and that the Company's assets may not be returned. Associated with this is the additional risk of fraud or theft by employees of those third parties. The Board manages this risk through the Investment Manager monitoring the financial position of those custodians and banks used by the Company.

The credit ratings of the custodian, BNP Paribas Fund Services (Guernsey) Limited, are A+ with Standard & Poor's, A2 with Moody's and A+ with Fitch's.

BY ORDER OF THE BOARD

Walid Chatila, Director	Rupert Evans, Director
26 November 2012	26 November 2012

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six month period ended 30 September 2012, expressed in £ Sterling

 

			Six months	Six months	Year ended
			ended 30	ended 30	31
			September 2012	September 2011	March 2012
			(Unaudited)	(Unaudited)	(Audited)
		Notes	£	£	£
Income
Dividends			710,358	673,789	918,010
Other Income			-	79,220	79,268
			710,358	753,009	997,278
Realised gains on investments		2(g)	355,572	1,052,942	5,252,355
Unrealised gain/(loss) on revaluation of investments		2(g)	2,127,250	(1,967,934)	485,482
(Loss)/gain on foreign currency translation		2(f)	(11,085)	16,936	10,981
Total revenue			2,471,737	(898,056)	6,746,096
Expenses
Management and investment adviser's fees		2(j)	307,086	308,899	616,043
Consultancy fees			270,500	-	-
Transaction costs			124,572	14,861	95,164
Directors' fees and expenses		2(j)	78,912	83,891	170,405
Audit fees			29,319	23,759	36,294
Administration fees			29,313	29,559	58,416
Legal and professional fees			19,029	64,218	120,986
Registrar and transfer agent fees			12,220	2,841	9,112
Custodian fees			11,239	7,275	20,316
Insurance fees			2,458	5,236	10,500
Regulatory fees			1,792	7,918	-
Printing fees			548	15,563	-
Performance fees			-	-	100,000
Other expenses			40,175	29,506	55,821
Total expenses			927,163	593,526	1,293,057
Total comprehensive income/(loss) for the period/year before taxation			2,254,932	(738,573)	5,453,039
Withholding tax on dividends			(24,735)	(1,688)	1,688
Net income/(loss) for the period/year			2,230,197	(740,261)	5,451,351
Income/(loss) per share - basic and diluted:
Ordinary Share		7	£0.12	£(0.04)	£0.28

All items in the above statement are derived from continuing operations.

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 30 September 2012, expressed in £ Sterling

			30 September	30 September	31 March
			2012	2011	2012
			(Unaudited)	(Unaudited)	(Audited)
		Notes	£	£	£
Non-current assets
Listed investments designated at fair value through profit or loss (Cost - £50,776,696, 30 September 2011 - £58,922,871, 31 March 2012 - £46,296,276)			42,303,252	45,059,918	36,590,222
Unlisted investments designated at fair value through profit or loss (Cost - £10,555,922, 30 September 2011 - £5,800,928, 31 March 2012 - £10,779,118)			12,322,124	8,375,974	11,650,683
			54,625,376	53,435,892	48,240,905
Current assets
Cash and cash equivalents		2(d)	6,776,621	-	10,768,581
Dividends and interest receivable			394,827	460,487	183,346
Amounts due from brokers			44,011	668,973	349,299
Other receivables and prepayments		2(c)	10,696	8,806	-
			7,226,155	1,138,266	11,301,226
Total assets			61,851,531	54,574,158	59,542,131
Current liabilities
Other payables and accrued expenses		2(e)	293,382	284,568	451,327
Overdraft			-	61,590	-
Amounts due to brokers			1,182,499	52,366	28,080
			1,475,881	398,524	479,407
Net assets			60,375,650	54,175,634	59,062,724
Shareholders' equity
Called up share capital		3	9,516,858	10,070,385	9,731,685
Share premium		3	42,696,509	42,696,509	42,696,509
Capital redemption reserve			1,246,500	1,246,500	1,246,500
Other reserves		4	6,915,783	162,240	5,388,030
Total equity shareholders' funds			60,375,650	54,175,634	59,062,724
Net Asset Value per Share - basic and diluted		7	£3.17	£2.69	£3.03

This interim report was approved by the Board of Directors on 26 November 2012 and signed on its behalf by:

Walid Chatila                                                  Rupert Evans

Director                                                          Director

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six month period ended 30 September 2012 (comparative: year ended 31 March 2012), expressed in

£ Sterling

	Notes	Share Capital	Share Premium	Capital redemption reserve	Other reserves	Total
		£	£	£	£	£
Balance at 1 April 2011		10,280,385	42,696,509	1,246,500	1,658,501	55,881,895
Total Comprehensive Income For the Year		-	-	-	5,451,351	5,451,351
Transactions with owners,
recorded directly in equity
Contributions, redemptions and distributions to shareholders
- Cancellation of shares	3, 4	(548,700)	-	-	(1,721,822)	(2,270,522)
Total transactions with owners		(548,700)	-	-	(1,721,822)	(2,270,522)
Balance at 31 March 2012 (Audited)		9,731,685	42,696,509	1,246,500	5,388,030	59,062,724

	Notes	Share Capital	Share Premium	Capital redemption reserve	Other reserves	Total
		£	£	£	£	£
Balance at 1 April 2012		9,731,685	42,696,509	1,246,500	5,388,030	59,062,724
Total Comprehensive Income For the Period		-	-	-	2,230,197	2,230,197
Transactions with owners,
recorded directly in equity
Contributions, redemptions and distributions to shareholders
- Cancellation of shares	3, 4	(214,827)	-	-	(702,444)	(917,271)
Total transactions with owners		(214,827)	-	-	(702,444)	(917,271)
Balance at 30 September 2012 (Unaudited)		9,516,858	42,696,509	1,246,500	6,915,783	60,375,650

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

for the six month period ended 30 September 2012, expressed in £ Sterling

			Six months	Six months	Year
			ended	ended	Ended
			30 September	30 September	31 March
			2012	2011	2012
			(Unaudited)	(Unaudited)	(Audited)
		Notes	£	£	£
Net cash (outflow)/inflow from operating activities		5	(3,063,604)	6,729	12,147,377
Financing Activities
Cancellation of shares			(917,271)	(966,000)	(2,270,522)
Cash outflow from financing activities			(917,271)	(966,000)	(2,270,522)
Net (decrease)/increase in cash and cash equivalents			(3,980,875)	(959,271)	9,876,855
Cash and cash equivalents at beginning of period/year			10,768,581	880,745	880,745
Effect of exchange rate fluctuations on cash and cash equivalents			(11,085)	16,936	10,981
Cash and cash equivalents at end of period/year			6,776,621	(61,590)	10,768,581

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   General

Oryx International Growth Fund Limited (the "Company") was incorporated 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 Harwood Capital LLP, formerly named North Atlantic Value LLP, ('the Investment Manager') and the administration of the Company is delegated to BNP Paribas Fund Services (Guernsey) Limited ('the Administrator').

2.    Accounting Policies

Basis of Preparation

The financial statements of the Company are prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee ("IASC") that remain in effect, together with applicable legal and regulatory requirements of Guernsey Law.  The condensed consolidated set of financial statements included in this half-yearly financial report are unaudited and have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting.  The same accounting policies, presentation and methods of computation are followed in the condensed consolidated set of financial statements as applied in the Company's latest annual audited financial statements.

These unaudited condensed consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary undertaking Baltimore Capital PLC, which is UK registered (together "the Group"). Baltimore Capital PLC is currently in liquidation.  Subsidiaries are those entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. 

The financial statements of the subsidiary are included in the consolidated financial statements from the date that control commences until the date that control ceases. The financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances. All intra-group balances and transactions are eliminated in full in preparing the condensed consolidated financial statements.

The Directors believe it is appropriate to adopt the going concern basis in preparing the unaudited condensed consolidated financial statements as, after due consideration, the Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future. 

The unaudited condensed consolidated financial statements have been prepared on the historical cost basis except for the inclusion at fair value of certain financial instruments. The principal accounting policies are set out below. The preparation of financial statements in conformity with International Financial Reporting Standards requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires the Board of Directors to exercise its judgement in the process of applying the Company's accounting policies.

New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective for the period ended 30 September 2012, and have not been applied in preparing these financial statements. None of these will have an effect on the financial statements of the Group, with the exception of the following:

IFRS 9 Financial Instruments, published on 12 November 2009 as part of phase I of the IASB's comprehensive project to replace IAS 39, deals with classification and measurement of financial assets.

The requirements of this standard represent a significant change from the existing requirements in IAS 39 in respect of financial assets. The standard contains two primary measurement categories for financial assets: amortised cost and fair value. A financial asset would be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and the asset's contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets would be measured at fair value. The standard eliminates the existing IAS 39 categories of held to maturity, available for sale and loans and receivables. For an investment in an equity instrument which is not held for trading, the standard permits an irrevocable election, on initial recognition, on an individual share-by-share basis, to present all fair value changes from the investment in other comprehensive income. No amount recognised in other comprehensive income would ever be reclassified to profit or loss at a later date. However, dividends on such investments are recognised in profit or loss, rather than other comprehensive income unless they clearly represent a partial recovery of the cost of the investment. Investments in equity instruments in respect of which an entity does not elect to present fair value changes in other comprehensive income would be measured at fair value with changes in fair value recognised in profit or loss.

The standard requires that derivatives embedded in contracts with a host that is a financial asset within the scope of the standard are not separated; instead the hybrid financial instrument is assessed in its entirety as to whether it should be measured at amortised cost or fair value.

IFRS 10 - Consolidated Financial Statements, IFRS 12 - Disclosure of Interests in Other Entities, IFRS 13 - Fair Value Measurements were issued by the IASB in May 2011.

Amendments to IFRS 7 - Financial Instruments: Disclosures and IFRS 9 Financial Instruments were issued by the IASB in December 2011.

All of these standards are effective for annual periods beginning on or after 1 January 2013. The Group is currently in the process of assessing the impact, if any, of these standards on the Group's financial statements.  All of these standards have not yet been endorsed by the EU.

Adoption of new standards

There were no new standards which came into force for periods commencing 1 April 2012.

The adoption of these standards did not have a material impact on the financial statements of the Company.

The Directors believe that other pronouncements which are in issue but not yet operative or adopted by the Company will not have a material impact on the financial statements of the Company.

a)          Income Recognition

Dividend income is recognised when the right to receive income is established. Usually this is the ex-dividend date for equity securities.  Deposit interest is accrued on a day-to-day basis.  Loan interest is accounted for using the effective interest method.  All income is shown gross of any applicable withholding tax.

b)         Financial Assets

             Classification

All investments of the Company, together with its subsidiary ('the Group'), are designated into the financial assets at fair value through profit or loss category.  The investments are purchased mainly for their capital growth and the portfolio is managed, and performance evaluated, on a fair value basis in accordance with the Group's documented investment strategy.  Therefore the Directors consider that this is the most appropriate classification.

This category comprises financial instruments designated at fair value though profit or loss upon initial recognition - these include financial assets that are not held for trading purposes and which may be sold.  These are principally investments in listed and unlisted equities.

Fair value measurement principles

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 Unaudited Condensed Consolidated Statement of Comprehensive Income.  Transaction costs are separately disclosed in the Unaudited Condensed Consolidated Statement of Comprehensive Income.

Listed investments have been valued at the bid market price ruling at the unaudited condensed consolidated statement of financial position date.  In the absence of the bid market price, the closing price has been taken, or, in either case, if the market is closed on the unaudited condensed consolidated statement of financial position date, the bid market or closing price on the preceding business day.

Fair Value of unlisted investments are derived in accordance with the International Private Equity and Venture Capital Board (IPEVCB) 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 transactions 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 Group's financial instruments, including cash and cash equivalents, interest and dividends and interest receivable and amounts due to and from broker, the carrying amounts approximate fair value due to their immediate or short-term maturity.

Derecognition of financial assets occur 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.

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 7 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 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 unaudited condensed consolidated financial statements.

c)         Other Receivables

Other receivables do not carry any interest and are short term in nature and are accordingly stated at their amortised cost as reduced by appropriate allowances for impairment.

d)         Cash and Cash Equivalents

Cash and cash equivalents consist of cash in hand and short term deposits in banks with original maturities of less than three months.

e)         Other Payables and Accrued Expenses

Other payables and accrued expenses are not interest bearing and are stated at their amortised cost.

f)          Foreign Currency Translation

Items included in the Group's unaudited condensed consolidated financial statements are measured using the currency of the primary economic environment in which it operates (the "functional currency").  This is the pound Sterling which reflects the Group's primary activity of investing in Sterling securities.  The Group's shares are also issued in Sterling.

Foreign currency assets and liabilities have been translated at the exchange rates ruling at the unaudited condensed consolidated statement of financial position date.  Transactions in foreign currency during the period have been translated into pounds Sterling at the spot exchange rate in effect at the date of the transaction.  Realised and unrealised gains and losses on currency translation are recognised in the Unaudited Condensed Consolidated Statement of Comprehensive Income.

g)         Realised and Unrealised Gains and Losses

Realised gains and losses arising on the disposal of investments are calculated by reference to the cost attributable to those investments and the sales proceeds, and are included in the Unaudited Condensed Consolidated Statement of Comprehensive Income.  Unrealised gains and losses arising on investments held at the unaudited condensed consolidated statement of financial position date are also included in the Unaudited Condensed Consolidated Statement of Comprehensive Income.

h)         Financial Liabilities

All bank loans and borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs where applicable.  After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost.  Any difference between cost and redemption value has been recognised in the Unaudited Condensed Consolidated Statement of Comprehensive Income over the period of the borrowings on an effective interest basis.

Financial liabilities are derecognised from the Unuadited Condensed Consolidated Statement of Financial Position only when the obligations are extinguished either through discharge, cancellation or expiration.

i)          Equity

Share Capital represents the nominal value of equity shares.

Share Premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.

Other Reserves and the Capital Redemption Reserve include all current and prior results as disclosed in the Unaudited Condensed Consolidated Statement of Comprehensive Income. Other Reserves also includes the deduction for the excess of consideration paid over nominal value on share buy-backs.

j)          Expenses

Expenses are recognised in the Unaudited Condensed Consolidated Statement of Comprehensive Income upon utilisation of the service or at the date they are incurred. 

3.   Share Capital and Share Premium

a)          Authorised Share Capital

					Number of Shares		£
Authorised:
Ordinary shares of 50p each					90,000,000		45,000,000

b)         Ordinary Shares Issued - 1 April 2012 to 30 September 2012

Ordinary Shares of 50p each		Number of Shares		Share Capital £		Share Premium £
At 1 April 2012		19,463,377		9,731,685		42,696,509
Cancellation of shares		(429,653)		(214,827)		-
At 30 September 2012		19,033,724		9,516,858		42,696,509

Ordinary Shares Issued - 1 April 2011 to 31 March 2012

Ordinary Shares of 50p each		Number of Shares		Share Capital £		Share Premium £
At 1 April 2011		20,560,769		10,280,385		42,696,509
Cancellation of shares		(1,097,392)		(548,700)		-
At 31 March 2012		19,463,377		9,731,685		42,696,509

During April 2012, the Company repurchased for cancellation 379,653 shares at an average price of 210p per share. During August 2012, the Company repurchased for cancellation 25,000 shares at an average price of 235p per share with a further 25,000 shares being repurchased for cancellation at an average price of 245p per share.

4.  Other Reserves

		31 March 2012 £		Movement £		30 September 2012 £
Net investment income		1,701,967		(241,540)		1,460,427
Realised loss on investments		24,374,592		355,572		24,730,164
Loss on foreign currency transactions		(761,870)		(11,085)		(772,955)
Unrealised gain on revaluation of investments held		(8,834,490)		2,127,250		(6,707,240)
Repurchase of ordinary shares		(9,763,279)		(702,444)		(10,465,723)
Repurchase of warrants		(8,179)		-		(8,179)
Discount on repurchase of Convertible Loan Stock		(1,320,711)		-		(1,320,711)
		5,388,030		1,527,753		6,915,783

5.  Cash Flows from Operating Activities

		Six months	Six months	Year
		ended 30	ended 30	ended
		September	September	31 March
		2012	2011	2012
		(Unaudited)	(Unaudited)	(Audited)
		£	£	£
Net income/(loss) for the period/year		2,230,197	(740,261)	5,451,351
Realised gains on investments		(355,572)	(1,052,942)	(5,252,355)
Unrealised (gain)/loss on revaluation of investments		(2,127,250)	1,967,934	(485,481)
Loss/(gain) on foreign currency translation		11,085	(16,936)	(10,981)
		(2,471,737)	898,056	(5,748,817)
Purchase of investments		(14,724,369)	(15,264,362)	(21,603,132)
Proceeds from sale of investments		10,822,720	15,380,063	33,566,648
		(3,901,649)	115,701	11,963,516
Increase in dividends and interest receivable		(211,411)	(104,655)	(183,393)
(Increase)/decrease in other receivables		(10,766)	66,378	75,255
Decrease in amounts due from brokers		305,288	-	675,482
Increase in amounts due to brokers		1,154,419	-	28,080
Decrease in other accruals and payables		(157,945)	(228,490)	(114,097)
		1,079,585	(266,767)	481,327
		(3,063,604)	6,729	12,147,377

6.  Reconciliation of Net Asset Value to Published Net Asset Value

		30 September		31 March
Ordinary Shares		2012 (Unaudited) £	£ per share	2012 (Audited) £	£ per share
Published Net Asset Value		61,261,358	3.22	59,676,417	3.07
Unrealised loss on revaluation of investments at bid / mid price (ref note (a) below)		(885,708)	(0.05)	(513,693)	(0.03)
Performance fee accrual		-	-	(100,000)	(0.01)
Net Asset Value attributable to shareholders		60,375,650	3.17	59,062,724	3.03

(a)  In accordance with International Financial Reporting Standards, as adopted by the European Union, the Group's long investments have been valued at bid price in the unaudited condensed consolidated financial statements.  However, in accordance with the Group's principal documents the Net Asset Value reported each month reflects the investments being valued at the closing, last or mid-market (as the Directors in all circumstances consider appropriate) price as notified to the Group on the valuation day by a member of the stock exchange concerned.  Certain investments remain at fair value as determined in good faith by the Directors.

7.  Earnings per Share and Net Asset Value per Share

The calculation of basic earnings per share for the Ordinary Share is based on net income/(loss) of   £2,230,197 (30 September 2011 - £(740,261), 31 March 2012 - £5,451,351) and the weighted average number of shares in issue during the period of 19,033,724 shares (30 September 2011 - 20,337,481 shares, 31 March 2012 - 19,463,377).  At 30 September 2012 there was no difference in the diluted earnings per share calculation for the Ordinary Shares.

The calculation of Net Asset Value per Ordinary Share is based on a Net Asset Value of  £60,375,650 (30 September 2011 - £54,175,634, 31 March 2012 - £59,062,724) and the number of shares in issue at the period end of 19,033,724 shares (30 September 2011 - 20,140,769 shares, 31 March 2012 - 19,463,377 shares).  At 30 September 2012 there was no difference in the diluted Net Asset Value per share calculation for the Ordinary Shares.

8.  Related Parties

            The Investment Adviser is considered to be a related party.  The fees paid are included in the Unaudited Condensed Consolidated Statement of Comprehensive Income.

            At 30 September 2012, £107,005 (September 2011 - £98,295, March 2012 - £157,334) included in creditors and accrued expenses was payable to the Investment Adviser.

            The Directors are also considered to be related parties and their fees are disclosed in the Unaudited Condensed Consolidated Statement of Comprehensive Income.

            At 30 September 2012, £40,616 (September 2011 - £33,523, March 2012 - £41,970) included in creditors 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 Member of Harwood Capital LLP (previously North Atlantic Value LLP), the Manager and Investment Adviser.

9.  Going Concern

Given the nature of the Company's business, the Directors have a reasonable expectation that the Company has adequate financial resources to continue in operational existence for the foreseeable future. Accordingly, these unaudited condensed consolidated financial statements have been prepared on a going concern basis.

- ENDS -

Enquiries:

BNP Paribas Fund Services (Guernsey) Limited                         01481 750 850

Company Secretary

Sara Bourne

Winterflood Securities Limited                                                    0203 100 0295

Jane Lewis

Copies of the Company's Unaudited Half-Yearly Report and Condensed Consolidated Financial Statements are also available from the Company Secretary, BNP Paribas Fund Services (Guernsey) Limited at BNP Paribas House, 1 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.

 

 

END

 

 

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