Half Yearly Report

RNS Number : 8693T
Oryx International Growth Fund Ld
25 November 2013
 



25 November 2013

 

FOR IMMEDIATE RELEASE

 

RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A GUERNSEY BRANCH

FINAL RESULTS ANNOUNCEMENT

THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED

ANNOUNCE HALF YEAR RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2013

 

A copy of the Company's Unaudited Condensed Consolidated Half Year Financial Statements will be available via the following link:

www.oryxinternationalgrowthfund.co.uk              

Corporate summary

 

INVESTMENT OBJECTIVE

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. 

 

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 year comprises the Company's Ordinary Shares.

 

INVESTMENT MANAGER

The Investment Manager during the period was Harwood Capital LLP (formerly 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 Conduct Authority (formerly known as the Financial Service 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 Investment Officer of North Atlantic Smaller Companies Investment Trust plc, "NASCIT". NASCIT is 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.

 

JAMIE BROOKE

JOHN RADZIWILL

British

British

Jamie Brooke is a fund manager in Henderson's award winning Volantis Team where he has various responsibilities including active engagement with portfolio investments. He is a non-executive director of a number of publicly listed and private UK companies such as Darwin, NetDimensions, Renovo and Chapel Down.  He was previously a private equity and venture capital investor at 3i Plc and Quester and prior to that he trained for an ACA qualification whilst at Deloitte. He has an MA in Mathematics from Oxford University and a Masters Degree in Internet and Networking from UCL.

 

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 has 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.

 

SIDNEY CABESSA

RUPERT EVANS

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.

 

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.

 

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 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. Mr Grace 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. 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.

 

 

CHAIRMAN'S STATEMENT

 

I am pleased to report that the first half of the year saw another period of good growth with the company outperforming the FT small cap index. As is reported below the share price rose by 14.70%. This follows a rise of 22.44% for the year ended 31 March 2013.

 

As the Investment Manager has reflected in its statement, the general state of the economy means that the fortunes of small companies are still far from assured. It is, therefore, very pleasing to note the strong performances from a number of our investments.

 

The Fund continues to buy back shares when it is considered to be in the interest of all shareholders and 735,988 were acquired during the period under review.

 

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

 

 Nigel Cayzer

Chairman

20 November 2013

 

INVESTMENT MANAGER'S REPORT

 

During the six months under review, the net asset value per share in the Company rose by 14.70%.  This compares with a rise in the FTSE small Cap of 10.40%.

 

The income for the period amounted to £995,120 (2012; £710,358). 

 

The Company continues to buy back shares when it is considered to be in the interest of all shareholders and acquired 735,988 shares during the six month period.

 

Quoted Portfolio

 

The Company benefited from the exceptional performance of Gleeson which was the Company's largest holding and rose by over 60% during the period.  Goals Soccer rose 20%; CVS Group by 35%; Active Risk nearly 80%; Eckoh 50%; Cyprotex over 25% and Walker Crips 30%.  The big disappointment during the period was Mecom which fell by nearly 50%, although much of the decline has been recovered since the end of September.  GPG and Bioquell also underperformed, although in both cases the companies' operations are performing acceptably.

 

Unquoted Portfolio

 

One new investment was made during the period: Team Rock - a buyout of the rock magazine business from Future plc.  Bionostics was sold at a significant premium to the March valuation and Sinav was written up by 30% following the successful litigation against a contractor.  Sinav is now considering options to create liquidity for investors following a period of outstanding performance.

 

Orthoproducts was also written up by 25% to reflect an offer for the business which has been completed since the end of the reporting period.

 

Outlook

 

Equity markets have risen to record highs as central banks continue to provide liquidity through quantitative easing.  Nevertheless, companies in general struggle to achieve sales growth against a background of anaemic economic growth.  Corporate earnings have been buoyed by rising margins as wages fail to match inflation. Declining real disposable income for consumers is not, in the long run, consistent with a prosperous economy.  There is a real risk that at some point profit margins are normalised with adverse implications for equity markets. 

 

Notwithstanding this, we remain optimistic from the performance of the Company through the remainder of the year believing that there remains good value in both the Company's unquoted and quoted investments.

  

Harwood Capital LLP

20 November 2013

 

TEN LARGEST EQUITY HOLDINGS

as at 30 September 2013

 

 

Gleeson (M.J.) Group Plc

Cost £6,915,146 (3,400,000 shares)

Market Value £11,152,000 representing 14.47% 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 mostly worked through and the company is optimistic about its future prospects.  Recent results have been excellent and the outlook for the current year is most encouraging.

 

Goals Soccer Centres Plc

Cost £4,657,465 (3,600,000 shares)

Market Value £6,048,000 representing 7.85% of Net Asset Value

The company is the largest 5-a-side soccer company in the UK.  It also has a small operation in the US where there are significant prospects for growth in the medium term.  The company generates substantial quantities of free cash and the shares were bought at a discount to private market values.

 

Quarto Group Inc

Cost £4,004,064 (3,000,000 shares)

Market Value £4,680,000 representing 6.07% of Net Asset Value

The company is the largest co-edition publishing business in the world and also publishes a range of "how to" books.  The new management and board appointments will refocus the business in order to maximise share value over the medium term.  In the meantime, debt is being reduced through the disposal of non core assets.

 

Orthoproducts Limited

Cost £1,206,964 (319,000 shares)

Market Value £4,434,100 representing 5.75% of Net Asset Value

Orthoproducts is one of only two companies in the world that produces specialist plastics for the orthopaedic industry.  The shares in the company have been sold since the end of the period.

 

Guinness Peat Group Plc

Cost £4,947,216 (15,000,000 shares)

Market Value £ representing 5.66% of Net Asset Value

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

 

Bioquell Plc

Cost £3,586,360 (3,000,000 shares)

Market Value £4,290,000 representing 5.57% of Net Asset Value

The company is the market leader in the UK providing tests and measurements 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 over the next few years.

 

Journey Group Plc

Cost £5,735,418 (2,780,000 shares)

Market Value £4,058,800 representing 5.27% of Net Asset Value

Journey provides catering and other services principally in North America for the airline industry.  Recent results have been favourable and the company is trading profitably with no debt and a significant cash balance.

 

Assetco Plc

Cost £2,600,000 (1,050,000 shares)

Market Value £3,412,500 representing 4.43% 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 with a number of negotiations currently underway.

 

Catalyst Media Group Plc

Cost £1,444,779 (3,125,000 shares)

Market Value £3,343,750 representing 4.34% of Net Asset Value

The company has just over 20% of SIS, the leading provider of broadcasting facilities for the bookmaking industry.  Recently the company lost a major contract with the BBC which has adversely affected performance and has resulted in a decline in the share price since the end of September.

 

Celsis AG/Nastor Inv Ltd

Cost £3,639 (594,276 shares)

Market Value £2,642,218 representing 3.43% of Net Asset Value

Celsis AG had an excellent year to March 2013 with EBITDA growing on a proforma basis by nearly 15%.  The company sold its IVT division during the period which enabled 100% of the Fund's initial capital to be returned. The company's RDS division continues to trade favourably and is significantly ahead of budget at the end of September.

 

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 Manager'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

 

 

 

Rupert Evans                                                                Walid Chatila

Director                                                                        Director

20 November 2013                                                        20 November 2013

 

INTERIM MANAGEMENT REPORT

 

Business review

A review of the Company's activities is given in the Corporate Summary, the Chairman's Statement on and the Investment Manager'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 2012 - Nil, 31 March 2013- Nil).

 

Capital values

At 30 September 2013 the value of net assets available to Shareholders was £77,051,436 (30 September 2012 - £60,375,650, 31 March 2013 - £69,889,424) and the Net Asset Value per share was £4.27 (30 September 2012 - £3.17, 31 March 2013 - £3.71).

 

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 2013. 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 Securities Services S.C.A., Guernsey Branch, are A+ with Standard & Poor's, A2 with Moody's and A+ with Fitch's.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six month period ended 30 September 2013, expressed in £ Sterling

 




Six months

Six months

Year ended




ended 30

ended 30

31




September 2013

September 2012

March 2013




(Unaudited)

(Unaudited)

(Audited)



Notes

£

£

£

Income






Dividends



994,494

710,358

894,295

Other Income



626

-

19,435




995,120

710,358

913,730







Realised gains on investments


2(g)

5,949,452

355,572

1,856,031

Unrealised gain on revaluation of investments


2(g)

3,301,489

2,127,250

11,421,987

Gain/(loss) on foreign currency translation


2(f)

7,230

(11,085)

(6,125)

Total revenue



9,258,171

2,471,737

14,185,623






Expenses






Management and investment advisory fees


2(j)

387,395

307,086

660,057

Consultancy fees



-

270,500

166,305

Transaction costs



80,457

124,572

277,756

Directors' fees and expenses


2(j)

69,054

78,912

100,000

Audit fees



18,162

29,319

66,930

Administration fees



35,558

29,313

61,777

Legal and professional fees



22,043

19,029

46,156

Registrar and transfer agent fees



5,849

12,220

20,794

Custodian fees



11,597

11,239

4,650

Insurance fees



2,459

2,458

20,062

Regulatory fees



14,030

1,792

6,646

Printing fees



141

548

5,592

Other expenses



40,110

40,175

346,416

Total expenses



686,855

927,163

1,783,141







Total comprehensive income for the period/year before taxation



 

9,566,436

 

2,254,932

 

12,402,482







Withholding tax on dividends



(61,710)

(24,735)

(53,511)







Net income for the period/year



9,504,726

2,230,197

12,348,971







Income per share - basic and diluted:






Ordinary Share


7

£0.53

£0.12

£0.65

  

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 30 September 2013, expressed in £ Sterling

 




30 September 2013

30 September 2012

31 March 2013



Notes

£

£

£




(Unaudited)

(Unaudited)

(Audited)

Non-current assets






Listed investments designated at fair value through profit or loss (Cost - 30 September 2013 £51,566,487: 31 March 2013 - £46,296,276)


 

 

66,644,572

 

 

42,303,252

 

 

51,298,682

Unlisted investments designated at fair value through profit or loss (Cost - 30 September 2013 £9,589,095: 31 March 2013 - £9,905,856)


 

 

400,000

 

 

12,322,124

 

 

15,430,019




67,044,572

54,625,376

Current assets






Cash and cash equivalents


2(d)

8,005,210

6,776,621

3,807,885

Amounts due from brokers



2,561,267

394,827

-

Dividends and interest receivable



100,500

44,011

17,500

Other receivables


2(c)

12,983

10,696

2,385




10,679,960

7,226,155







Total assets



77,724,532

61,851,531

70,556,471







Current liabilities






Other payables and accrued expenses


2(e)

320,239

293,382

667,047

Amounts due to brokers



352,857

1,182,499

-




673,096

1,475,881







Net assets



77,051,436

60,375,650

69,889,424







Shareholders' equity






Called up share capital


3

51,735,373

52,213,367

52,103,367

Capital redemption reserve


3

1,246,500

1,246,500

1,246,500

Other reserves


4

24,069,563

6,915,783

16,539,557

Total equity shareholders' funds



77,051,436

60,375,650

69,889,424







Net Asset Value per Share - basic and diluted


7

£4.27

£3.17

£3.71

  

The consolidated financial statements were approved by the Board of Directors on 20 November 2013 and are signed on its behalf by:

 

Rupert Evans                                                                    Walid Chatila

Director                                                                           Director

 

 UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six month period ended 30 September 2013, expressed in £ Sterling

 


Notes

Share Capital

Capital redemption reserve

Other reserves

Total



£

£

£

£







Balance at 1 April 2013


52,103,367

 

1,246,500

16,539,557

69,889,424







Total Comprehensive Income






For the Year


-

-

9,504,726

9,504,726







Transactions with owners,






recorded directly in equity






Contributions, redemptions and distributions to shareholders






- Cancellation of shares

3,4

(367,994)

-

(1,974,720)

(2,342,714)

Total transactions with owners



 

-

-

-







Balance at 30 September 2013


51,735,373

 

1,246,500

24,069,563

77,051,436

 


Notes

Share Capital

Capital redemption reserve

Other reserves

Total



£

£

£

£







Balance at 1 April 2012


52,428,194

 

1,246,500

5,388,030

59,062,724







Total Comprehensive Income






For the Year


-

-

12,348,971

12,348,971







Transactions with owners,






recorded directly in equity






Contributions, redemptions and distributions to shareholders






- Cancellation of shares

3,4

(324,827)

-

(1,197,444)

(1,522,271)

Total transactions with owners


(324,827)

 

-

-

-







Balance at 31 March 2013


52,103,367

 

1,246,500

16,539,557

69,889,424

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF

CASH FLOWS

for the period ended 30 September 2013, expressed in £ Sterling

 




Six months

Six months

Year




ended

ended

Ended




30 September

30 September

31 March




2013

2012

2013



Notes

£

£

£







Net cash inflow/(outflow) from operating activities


 

5

 

6,532,809

 

(3,063,604)

 

(5,432,300)







Financing Activities






Cancellation of shares



(2,342,714)

(917,271)

(1,522,271)

Cash outflow from financing activities



 

(2,342,714)

 

(917,271)

 

(1,522,271)







 

Net increase/(decrease) in cash and cash equivalents



 

 

4,190,095

 

 

(3,980,875)

 

 

(6,954,571)







Cash and cash equivalents at beginning of period



 

3,807,885

 

10,768,581

 

10,768,581

Effect of exchange rate fluctuations on cash and cash equivalents



 

7,230

 

(11,085)

 

(6,125)







Cash and cash equivalents at end of period



 

8,005,210

 

6,776,621

 

3,807,885

  

For the period ended 30 September 2013, income received from dividends and interest was £894,084.

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.   General

Oryx International Growth Fund Limited (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 Harwood Capital LLP (formerly North Atlantic Value LLP) ('the Investment Manager') and the administration of the Company is delegated to BNP Paribas Securities Services S.C.A., Guernsey Branch ('the Administrator').

 

2.   Accounting Policies

 

Basis of Preparation

The financial statements of the Company, which give a true and fair view, and comply with the Companies (Guernsey) Law, 2008 (as amended), have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union (''EU''). This comprises of standards and interpretations approved by the International Accounting Standards Board (the "IASB"), and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee ("IASC") that remain in effect.

 

These 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 consolidated financial statements.

 

The Directors believe it is appropriate to adopt the going concern basis in preparing the 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 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. 

 

Use of estimates and judgements

The preparation of consolidated financial statements in accordance with IFRS adopted by the EU requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may vary from these estimates.

 

Judgement is exercised in terms of whether the price of recent transaction remains the best indicator of fair value for financial instruments at the consolidated statement of financial position date. The manager reviews sector and market information and the circumstances of the investee company to determine if the valuation adopted at the consolidated statement of financial position date remains the best indicator of fair value.

 

       Use of estimates and judgements (continued)

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

 

Information about areas of critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are set out in Note 2(b). 

 

New standards that became effective in the period and were adopted by the Company

 

IFRS 13, 'Fair value measurement' - the standard improves consistency and reduces complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS. If an asset or a liability measured at fair value has a bid price and an ask price, the standard requires valuation to be based on a price within the bid-ask spread that is most representative of fair value and allows the use of mid-market pricing or other pricing conventions that are used by market participants as a practical expedient for fair value measurement within a bid-ask spread. The adoption of this standard did not have a significant impact on the Company's financial position or performance but resulted in additional disclosure in the notes to the financial statements.

 

New standards and interpretations not yet effective and not early adopted

The table below lists the new standards, amendments to standards and interpretations are not effective for the period ended 30 September 2013, and have not been early adopted for these financial statements.

 

 

New Standards

Effective for annual periods beginning on or after   

Amendments to IFRS 9 'Hedge Accounting'


1 January 2015

Amendments to IAS 32, 'Offsetting financial assets

 and financial liabilities'

 


1 January 2014

Amendments to IFRS 10 'Investment Entities'


1 January 2014

 

In the opinion of the Directors, these will not have a significant impact on the financial statements of the Group,

  

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

 

Listed investments have been valued at the bid market price ruling at the 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 financial reporting 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 (IPEVB) 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 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 financial statements are measured using the currency of the primary economic environment in which it operates (the "functional currency").  This is the company's pound Sterling which reflects the Group's primary activity of investing in Sterling securities.  The Company's shares are also issued in Sterling.

 

Foreign currency monetary assets and liabilities have been translated at the exchange rates ruling at the 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 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 Consolidated Statement of Comprehensive Income.  Unrealised gains and losses arising on investments held at the financial reporting date are also included in the Consolidated Statement of Comprehensive Income. 

The cost of investments disposed is determined by the weighted average method.

 

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 Consolidated Statement of Comprehensive Income over the period of the borrowings on an effective interest basis.

 

Financial liabilities are derecognised from the 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 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 Consolidated Statement of Comprehensive Income upon utilisation of the service or at the date they are incurred.

 

k)         Segmental reporting

Operating segments are reported in the manner consistent with the internal reporting used by the chief operating decision-maker ('CODM').  The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors who makes strategic decisions regarding the investment of the Fund. 

 

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 2013 to 30 September 2013

 

Ordinary Shares of 50p each


Number of Shares


Share Capital

£

At 1 April 2013


18,813,724


52,103,367

Cancellation of shares


(735,988)


(367,994)

At 30 September 2013


18,077,736


51,735,373

 

      Ordinary Shares Issued - 1 April 2012 to 31 March 2013

 

Ordinary Shares of 50p each


Number of Shares


Share Capital

£

At 1 April 2012


19,463,377


52,428,194

Cancellation of shares


(649,653)


(324,827)

At 31 March 2013


18,813,724


52,103,367

 

      Between 1 April 2013 and 30 September 2013, the Company carried out 10 share buybacks, resulting in a total reduction of 735,988 shares for a cost of £2,342,714.  These shares were subsequently cancelled.

 

4.   Other Reserves

 



31 March

2013

£


Movement

 

£


30 September

2013

£

Net  income


28,829,170


9,504,726


38,333,896

Repurchase of ordinary shares


(10,960,723)


(1,974,720)


(12,935,443)

Repurchase of warrants


(8,179)


-


(8,179)

Discount on repurchase of Convertible Loan Stock


 

(1,320,711)


 

-


 

(1,320,711)



16,539,557


7,530,006


24,069,563

  

5.   Cash Flows from Operating Activities

 





30 September

30 September

31 March





 2013

2012

2013





£

£


Net income for the year




9,504,726

2,230,197

12,348,971








Realised (gains) on investments




(5,949,452)

(355,572)

(1,856,031)

Unrealised (gain) on revaluation of investments




 

(3,301,489)

 

(2,127,250)

 

(11,421,987)

Loss/(Gain) on foreign currency translation




(7,230)

11,085

6,125





(9,258,171)

(2,471,737)

(13,271,893)








Purchase of investments




(10,475,994)

(14,724,369)

(23,622,446)

Proceeds from sale of investments




19,411,067

10,822,720

18,412,668





8,935,073

(3,901,649)

(5,209,778)

 

(Increase)/decrease in dividends receivable




 

(83,000)

 

(211,411)

 

165,917

(Increase)/decrease in other receivables




(10,598)

(10,766)

(2,455)

(Increase)/decrease in amounts due from brokers


(2,561,267)

305,288

349,300

Increase/(decrease)in amounts due to brokers




352,856

1,154,419

(28,080)

(Decrease)/increase in other payables and accrued expenses




 

(346,810)

 

(157,945)

 

83,485





(2,648,819)

1,079,585

700,400





6,532,809

(3,063,604)

(5,432,300)

 

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

 




30 September 2013

31 March 2013

 

Ordinary Shares




£

£ per share

£

£ per share

 

Published Net Asset Value




 

78,030,434

 

4.32

 

71,032,504

 

3.78

Unrealised loss on revaluation of investments at bid / mid price*


 

(924,892)

 

(0.05)

 

(1,088,973)

 

(0.07)

Brokers and audit fee accrual adjustments




-

-

11,154

-

Write off of receivable and payables




(54,106)

-

(65,261)

-

Net Asset Value attributable to shareholders




 

77,051,436

 

4.27

 

69,889,424

 

3.71









 

 

   * 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 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 of £9,504,726 (30 September 2012 - £2,230,197) and the weighted average number of shares in issue during the period of 18,569,729 shares (30 September 2012 - 19,033,724 shares).  At 30 September 2013 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 £77,051,436 (31 March 2013 - £69,889,424) and the number of shares in issue at the period end of 18,077,736 shares (31 March 2013 - 18,813,724 shares). 

 

8.   Related Parties

 

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

 

At 30 September 2013 £67,272 (31 March 2013 - £240,821) included in other accruals and payables was payable to the Investment Manager.

 

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

 

At 30 September 2013, £38,223 (31 March 2013 - £37,295) included in other accruals and payables was payable to the Directors.

 

Christopher Mills is a Director and shareholder of Oryx International Growth Fund Limited. He is also the Chief Executive and a Member of Harwood Capital LLP (formerly North Atlantic Value LLP), the Company's Investment Manager.

 

9.   Material events after the Statement of Financial Position date

 

T here were no material events subsequent the Statement of Financial Position date up to and including the date of signing these Unaudited Condensed Consolidated Financial Statements.

  

Enquiries:

 

BNP Paribas Securities Services S.C.A., Guernsey Branch    01481 750850

Company Secretary

Sara Bourne

 

Winterflood Securities Limited                                                020 3100 0295

Jane Lewis

 

 

 

 

 


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