24 November 2014
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 UNAUDITED INTERIM RESULTS FOR THE PERIOD ENDED 30 SEPTEMBER 2014
A copy of the Company's Unaudited Condensed Interim Report and Financial Statements will be available via the following link:
www.oryxinternationalgrowthfund.co.uk
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.
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.
DIRECTORS
|
NIGEL CAYZER (Chairman) |
British |
Nigel Cayzer is Chairman of Aberdeen Asian Smaller Companies Investment Trust PLC. He is also a director of a number of private companies. He has been Chairman or a director of a number of Investment Companies and was Chairman of Maggie's, a leading cancer charity, from 2005 until 2014.
|
JAMIE BROOKE |
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 companies such as 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.
|
SIDNEY CABESSA |
French |
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.
|
WALID CHATILA |
Canadian |
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.
|
RUPERT EVANS |
British |
Rupert Evans is a Guernsey Advocate and was a partner in the firm of Ozannes between 1982 and 2003, since then he has been a consultant to Ozannes (now Mourant Ozannes). He is a non-executive director of a number of other investment companies some of which are quoted on recognised stock exchanges. He is a Guernsey resident. |
CHRISTOPHER MILLS |
British |
Christopher Mills is 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.
|
JOHN RADZIWILL |
British |
John Radziwill is currently a director of International Assets Holding Corp, Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth Street Capital Ltd, PingTone Communications Inc and Vendor Safe Technologies LLC. In the past ten years, he also served as a director of Acquisitor Plc and Acquisitor Holdings (Bermuda) Ltd, Air Express International Corp., Radix Ventures Inc, Baltimore Capital Plc, Lionheart Group Inc, USA Micro Cap Value Co Ltd and Radix Organisation Inc. Mr Radziwill is a member of the Bar of England and Wales.
|
JOHN GRACE |
New Zealander |
John Grace is actively involved in the management of several global businesses including asset management, financial services, and real estate. He is a Director and Founder of Sterling Grace International Ltd. Sterling Grace and its affiliates manage investments for high net-worth investors, institutions and investment partnerships. The company is active in global money management, financial services, private equity and real estate investments. 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
The six months results to 30th September 2014, showed relatively flat results with net assets falling by 2.2%. This is against a backdrop of considerable market uncertainty. Ukraine, the uncertainties in the Middle East, the end of US Tapering and a slowdown in China have all weighed on sentiment. For the same period, the FTSE Small Cap index fell 4.5% and the Aim Index 11.8%.
As is reported below, we have taken the opportunity to increase the cash balances to take advantage of any opportunities that may emerge during this period of market weakness. The selective investment process undertaken by our manager has served us well in the last few years and this period of consolidation will hopefully allow new investments to be made at reasonable prices
The company continues to buy back shares when it is considered to be in the interests of all shareholders and acquired 16,636,611 shares during the six month period.
In accordance with our long established policy, the directors are not recommending the payment of a dividend for the period under review.
Nigel Cayzer
Chairman
20 November 2014
INVESTMENT MANAGER'S REPORT
During the six months under review, the net asset value fell 2.2% as compared to falls in the FTSE Small Cap of 4.5% and the AIM Index of 11.8%.
Income for the period amounted to £604,361 (2013: £995,120).
The company continues to buy back shares when it is considered to be in the interests of all shareholders and acquired 14,381 shares during the six month period. (2013: 735,998 shares)
Quoted Portfolio:
The overall strategy during the period was to substantially increase cash balances which rose from circa 3% of assets to approximately 8% by the end of the period. Equity markets however were difficult as investors deserted small cap stocks, causing reduced liquidity and widespread market weakness.
Against this background, relatively few stocks performed well during the period although notable exceptions ; Goals Soccer Centres Plc up 2%, OMG Plc and Redcentric Plc both up 3%, Assetco Plc up10%, Mecom Group Plc up 15% and Proactis Holdings Plc up 30%.
This was, however, offset by a notable weakness in Bioquell Plc down 30% (although it has, since the end of the period, recovered); Quarto down 20% due to a one time write off; Journey Group Plc down 15% and Parallel Media Group Plc down 50% following disappointing results.
Unquoted Portfolio:
During the period, the company completed the sale of SINAV Limited at a substantial profit relative to cost. Team Rock remains somewhat behind on its business plan but Celsis AG continues to perform in line with expectations.
Outlook:
Equity markets have continued to experience difficulties which, given the weakness in European economies, are unlikely to abate in the short term. Nevertheless, the corporate activity continues apace and, indeed, our holding in Allocate Software was taken over at a 40% premium post the end of the period.
In the unquoted portfolio Celsis AG is expected to seek liquidity during the next six months so we remain optimistic that the unquoted portfolio, taken as a whole, will positively impact the net asset value through the remainder of the current financial year.
It is already obvious that the exceptional increases in the net asset value achieved over the past couple of years will be hard, if not impossible, to replicate in the current year. Notwithstanding this, we believe there remain a number of special situations within the portfolio which will enhance value, whilst our imperative must be to maintain the net asset value until a more favourable market environment re-emerges.
Harwood Capital LLP
20 November 2014
TEN LARGEST EQUITY HOLDINGS
as at 30 September 2014
Gleeson (M.J.) Group Plc
Cost £6,915,146 (3,400,000 shares)
Market value £13,158,000 representing 15.20% of Net Asset Value
The company operates two divisions, Gleeson Homes and Gleeson Strategic Land. Revenues and profits for this year showed a strong increase from the previous year driven by the need for increased demand for affordable housing among the group's core customers base in the North of England. Strategic Land continues to enjoy its recent levels of success in securing residential planning permission as well as progressing in the sale of a number of its sites. The board anticipates further substantial improvements in the Group's trading performance and for this year were able to deliver results for the full year ahead of expectations.
Goals Soccer Centres Plc
Cost £4,569,864 (3,500,000 shares)
Market value £7,700,000 representing 8.90% of Net Asset Value
The company is the leading 5-a-side soccer operator in the United Kingdom. It also has a small operation in the United States where there are significant prospects for growth in the long term. The company generates substantial quantities of free cash and the shares were bought at a discount to private market value. The group's mid-year results were encouraging with an increase in sales and profit reported. The completion of the balance sheet restructuring has secured an efficient long term funding with plans to expand further in the US and the UK. The board are confident of delivering accelerated long term growth for the business.
OMG Plc
Cost £4,758,590 (17,500,000 shares)
Market value £4,812,500 representing 5.56% of Net Asset Value
OMG plc is a group of technology service companies providing image understanding products and services for the entertainment, defence, life sciences and engineering industries. The group does business through four operating companies: Vicon, 2d3 Sensing, Yotta and OMG Life. Vicon is the world's largest motion capture and movement analysis business. 2d3 sensing is a manufacturer of specialised aerial imaging software for defence and industrial applications. Yotta consists of software and services for infrastructure asset management. OMG Life is a new division involving new consumer products and has recently launched the world's first intelligent wearable camera known as the Autographer. During the second half of the year the three more established businesses Vico, Yotta and 2d3 were all profitable for the year as well as disposing of its House of Moves subsidiary by way of a management buyout. OMG Life continues to underperform and reported a loss in its second half similar to the first half.
Redcentric Plc
Cost £3,284,909 (3,600,000 shares)
Market value £4,428,000 representing 5.12% of Net Asset Value
The company is a mid-market network-based managed service business delivering ICT solutions and services to meet its customer and client needs. The group benefits from an established reputation as an end to end managed service provider delivering innovative technology to improve business productivity and efficiency.
Recent announcements suggest that the company has been successful at winning further business from its existing customer base and new customers. The group released a buoyant trading update for the six months to the end of September highlighting positive organic growth, cash flow and a 23% EBITDA growth for the full year. With InTechnology now largely integrated and significant headway in the debt the group are now again considering further expansion strategies.
TEN LARGEST EQUITY HOLDINGS (continued)
as at 30 September 2014
Quarto Group Plc
Cost £4,004,064 (3,000,000 shares)
Market value £4,140,000 representing 4.78% of Net Asset Value
The company is the world's leading international co-edition publishing business 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.
Interim results for the year were disappointing, however the management has positive revenue visibility and the benefits of the group restructuring are starting to flow through. Quarto's debt reduction is well on track maintaining an interim dividend which implies a yield of 5.5%.
Journey Group Plc
Cost £5,673,525 (2,750,000 shares)
Market value £3,712,500 representing 4.29% of Net Asset Value
The company is a specialist air support business providing in-flight products, catering and cabin management services to the airline and travel industry. The group's operations are organised into two divisions, Watermark products and Airfayre (USA). Watermark Products supplies in-flight products primarily to the international airline industry on a global basis. The Airfayre brand provides in-flight catering to the international and domestic airline industry in the United States through its patent protected supply chain.
The group's strategy is to develop the two separate divisions into independent businesses. The company is in a strong financial position to exploit any opportunities that arise in the future. The first half of 2014 showed that the Group continues to make good financial and strategic progress with strong cash generation. Performance has been in line with management expectations.
Celsis AG
Cost £3,639 (594,276 shares)
Market value £3,665,623 representing 4.24% of Net Asset Value
The company is the leading provider of rapid detection systems to identify pathogens in liquid. Celsis produces results that are 80 percent faster than traditional microbial methods during screen tests on the release of new products. This method has proved favourable with Health & Beauty, Food & Beverage and Pharmaceutical companies as it allows them to reduce, hold times, inventory requirements and costs without comprising quality.
Rapid Detection is performing in line with the budget. Strong growth across the business but particularly in Asia, growing at 30%, and in Pharmaceuticals, which makes up just 10% of sales but is growing at 25% p.a. Research on a new 8-hour test is nearly complete and patented. The company is expected to achieve investment liquidity in the coming year.
Guinness Peat Group Plc
Cost £4,122,680 (12,500,000 shares)
Market value £3,575,800 representing 4.13% of Net Asset Value
The company is an investment holding company which is in liquidation. 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, however, this process is likely to continue well into 2015.
The group maintains its full outlook for the year and at a Group level expect operating profit to be impacted further by Crafts performance although attributing profit will be in line with the expectations of the market. The industrial division is expected to further deliver year on year sales growth with an increasing volume growth through market share gains in new market entries and underlying market growth.
TEN LARGEST EQUITY HOLDINGS (continued)
as at 30 September 2014
Assetco Plc
Cost £2,600,000 (1,050,000 shares)
Market Value £2,992,500 representing 3.46% of Net Asset Value
The company has successfully negotiated a new three year contract for services in Abu Dhabi. The company's priority is to further expand operations in the region and negotiations to this effect are ongoing. Assetco is now profitable and has a sustained net cash balance.
Bioquell Plc
Cost £3,586,360 (3,000,000 shares)
Market value £2,580,000 representing 2.98% of Net Asset Value
The company is a UK conglomerate with two divisions consisting of Bio-decontamination and TRaC. The Bio-decontamination division develops, designs and manufactures specialist surface sterilisation and filtration technology as a component of life sciences, defence sectors and health care and is a world leader in this market sector. TRaC division provides specialist testing, regulatory and compliance services to companies around the UK. The company is currently introducing a number of new products which could enhance profitability over the next few years. The first half of the year was extremely tough for the Group's Bio division which has faced a number of difficulties. However the business has started a cost reduction program with an adjusted business model which should help to generate financial returns from the divisions' core technology. The single patient room pods and the HPV bio decontamination equipment have become increasingly in demand as a result of the outbreak of the Ebola virus. TRaC continues to trade well and is looking at a number of interesting opportunities to scale up on both technologically and geographically services provided to its clients.
DIRECTORS' RESPONSIBILITY STATEMENT
The principal risks and uncertainties of the Company remain unchanged from what was disclosed in the March 2014 annual report. The Board's view is that these risks remain appropriate for the remainder of 2014.
We confirm that to the best of our knowledge:
· the unaudited condensed interim financial statements have been prepared in conformity with IAS 34, 'Interim financial Reporting', and give a true and fair view of the assets, liabilities, financial position and return of the undertakings, as required by DTR 4.2.4R;
· the Chairman's Statement, the Investment Manager's Report, the Interim Management Report and the notes to the unaudited condensed interim financial statements meet the requirements of an interim management report, and include a fair view of the information required by:
1. DTR 4.2.7R of the Disclosure and Transparency Rules of the UK's Financial Conduct Authority, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
2. DTR 4.2.8R of the Disclosure and Transparency Rules of the UK's Financial Conduct Authority, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last annual report that could do so.
By order of the Board
Walid Chatila Rupert Evans
Director Director
20 November 2014 20 November 2014
INTERIM MANAGEMENT REPORT
Business review
A review of the Company's activities is given in the Corporate Summary on page 3, the Chairman's Statement on page 4 and the Investment Manager's Report on page 5.
Company
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 2013 - Nil, 31 March 2014- Nil).
Capital values
At 30 September 2014 the value of net assets available to Shareholders was £86,554,461 (30 September 2013 - £77,051,436, 31 March 2014 - £88,497,381) and the Net Asset Value per share was £5.20 (30 September 2013 - £4.27, 31 March 2014 - £5.31).
Related party transactions
Related party transactions are disclosed in note 8 to the unaudited condensed financial statements.
Risks and uncertainties
The main risks arising from the Company'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 Company'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 Company 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 2014. 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 Company is Sterling and, therefore, the Company's principal exposure to foreign currency risk comprises investments priced in other currencies, principally US Dollars. The Investment Manager monitors the Company's exposure to foreign currencies and reports to the board on a regular basis. The Investment Manager measures the risk to the Company 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 Company's assets, liabilities, income and expenses are exposed.
Income denominated in foreign currencies is converted to Sterling on receipt.
The Company's financial assets comprise fixed and equity investments, trade receivables and cash balances.
The Company finances its investment activities through the Company's Ordinary Share capital and reserves. The Company's financial liabilities comprise trade payables.
INTERIM MANAGEMENT REPORT (continued)
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 Company'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 Company.
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 Company's exposure to price risk comprises mainly movements in the value of the Company'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 Company's objectives and is directly responsible for investment strategy and asset allocation.
(ii) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Liquidity risk is significant as the Company invests in unlisted equities and other investments that may not be readily realisable.
In accordance with the Company's policy, the Investment Manager monitors the Company's liquidity risk, and the Board of Directors reviews it.
(iii) Credit risk
The Company 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 Company's cash flows, should a default happen. The Company's maximum credit risk exposure at the unaudited condensed statement of financial position date is represented by the respective carrying amounts of the financial assets in the Unaudited Condensed 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.
|
|
|
Six months |
Six months |
Year ended |
|
|
|
ended 30 |
ended 30 |
31 |
|
|
|
September 2014 |
September 2013 |
March 2014 |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
Notes |
£ |
£ |
£ |
Income |
|
|
|
|
|
Dividends |
|
|
581,716 |
994,494 |
1,283,063 |
Other Income |
|
|
22,645 |
626 |
626 |
|
|
|
604,361 |
995,120 |
1,283,689 |
|
|
|
|
|
|
Realised gains on investments |
|
|
6,404,263 |
5,949,452 |
9,575,555 |
Unrealised (loss)/gain on revaluation of investments |
|
|
(8,037,083) |
3,301,489 |
16,834,944 |
(Loss)/Gain on foreign currency translation |
|
|
(3,460) |
7,230 |
7,169 |
Total revenue |
|
|
(1,636,280) |
9,258,171 |
26,417,668 |
|
|
|
|
|
|
Expenses |
|
|
|
|
|
Management and investment advisory fees |
|
|
465,896 |
387,395 |
972,241 |
Transaction costs |
|
|
51,415 |
80,457 |
110,348 |
Directors' fees and expenses |
|
|
100,058 |
69,054 |
145,610 |
Audit fees |
|
|
18,860 |
18,162 |
36,488 |
Administration fees |
|
|
42,463 |
35,558 |
74,783 |
Legal and professional fees |
|
|
65,604 |
22,043 |
159,178 |
Registrar and transfer agent fees |
|
|
9,820 |
5,849 |
22,580 |
Custodian fees |
|
|
11,633 |
11,597 |
23,776 |
Insurance fees |
|
|
2,577 |
2,459 |
4,777 |
Regulatory fees |
|
|
3,414 |
14,030 |
16,255 |
Printing fees |
|
|
6,016 |
141 |
12,000 |
Other expenses |
|
|
8,215 |
40,110 |
134,433 |
Total expenses |
|
|
785,971 |
686,855 |
1,712,469 |
|
|
|
|
|
|
Net (loss)/income for the period/year before taxation |
|
|
(1,817,890) |
9,566,436 |
25,988,888 |
|
|
|
|
|
|
Withholding tax on dividends |
|
|
(71,100) |
(61,710) |
(94,344) |
Other comprehensive income |
|
|
- |
- |
- |
|
|
|
|
|
|
Total Comprehensive (loss)/income for the period/year |
|
|
(1,888,990) |
9,504,726 |
25,894,544 |
|
|
|
|
|
|
(Loss)/Income per share - basic and diluted: |
|
|
|
|
|
Ordinary Share |
|
9 |
£(0.11) |
£0.53 |
£1.46 |
All items in the above statement are derived from continuing operations.
|
|
|
30 September 2014 |
30 September 2013 |
31 March 2014 |
|
|
Notes |
£ |
£ |
£ |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
Non-current assets |
|
|
|
|
|
Listed investments designated at fair value through profit or loss (Cost - 30 September 2014 £68,217069: 31 March 2014 - £59,038,000) |
5 |
72,231,128 |
55,550,425 |
74,941,476 |
|
Unlisted investments designated at fair value through profit or loss (Cost - 30 September 2014 £3,568,938: 31 March 2014 - £7,577,229) |
5 |
7,399,113 |
11,494,147 |
11,096,195 |
|
|
|
|
79,630,241 |
67,044,572 |
86,037,671 |
Current assets |
|
|
|
|
|
Cash and cash equivalents |
|
|
7,123,486 |
8,005,210 |
2,648,523 |
Amounts due from brokers |
|
|
396,042 |
2,561,267 |
80,737 |
Dividends and interest receivable |
|
|
70,350 |
100,500 |
65,400 |
Other receivables |
|
|
8,596 |
12,983 |
6,716 |
|
|
|
7,598,474 |
10,679,960 |
2,801,376 |
|
|
|
|
|
|
Total assets |
|
|
87,228,715 |
77,724,532 |
88,839,047 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Other payables and accrued expenses |
|
|
407,137 |
320,239 |
316,993 |
Amounts due to brokers |
|
|
267,117 |
352,857 |
24,673 |
|
|
|
674,254 |
673,096 |
341,666 |
|
|
|
|
|
|
Net assets |
|
|
86,554,461 |
77,051,436 |
88,497,381 |
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
Called up share capital |
|
4 |
51,011,588 |
51,735,373 |
51,018,780 |
Capital redemption reserve |
|
|
1,246,500 |
1,246,500 |
1,246,500 |
Other reserves |
|
6 |
34,296,373 |
24,069,563 |
36,232,101 |
Total equity shareholders' funds |
|
|
86,554,461 |
77,051,436 |
88,497,381 |
|
|
|
|
|
|
Net Asset Value per Share - basic and diluted |
|
8,9 |
£5.20 |
£4.27 |
£5.31 |
The condensed financial statements were approved by the Board of Directors on 20 November 2014 and are signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
Six month period to 30 September 2014 |
|
Share Capital |
Capital redemption reserve |
Other reserves |
Total |
(Unaudited) |
Notes |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
Balance at 1 April 2014 |
|
51,018,780 |
1,246,500 |
36,232,101 |
88,497,381 |
Total Comprehensive |
|
|
|
|
|
Income for the period |
|
- |
- |
(1,888,990) |
(1,888,990) |
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
- Cancellation of shares |
4 |
(7,192) |
- |
(46,738) |
(53,930) |
Total transactions with owners |
|
(7,192) |
- |
(46,738) |
(53,930) |
|
|
|
|
|
|
Balance at 30 September 2014 |
51,011,588 |
1,246,500 |
34,296,373 |
86,554,461 |
Six month period to 30 September 2013 (Unaudited) |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
Balance at 1 April 2013 |
|
52,103,367 |
1,246,500 |
16,539,557 |
69,889,424 |
Total Comprehensive |
|
|
|
|
|
Income for the period |
|
- |
- |
9,504,726 |
9,504,726 |
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
- Cancellation of shares |
|
(367,994) |
- |
(1,974,720) |
(2,342,714) |
Total transactions with owners |
|
(367,994) |
- |
(1,974,720) |
(2,342,714) |
|
|
|
|
|
|
Balance at 30 September 2013 |
51,011,588 |
1,246,500 |
24,069,563 |
77,051,436 |
|
|
|
|
|
|
Year to 31 March 2014 (Audited) |
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2013 |
|
52,103,367 |
1,246,500 |
16,539,557 |
69,889,424 |
Total Comprehensive |
|
|
|
|
|
Income for the period |
|
- |
- |
25,894,544 |
25,894,544 |
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
- Cancellation of shares |
4 |
(1,084,587) |
- |
(6,202,000) |
(7,286,587) |
Total transactions with owners |
|
(1,084,587) |
- |
(6,202,000) |
(7,286,587) |
|
|
|
|
|
|
Balance at 31 March 2014 |
51,018,780 |
1,246,500 |
36,232,101 |
88,497,381 |
|
|
|
Six months |
Six months |
Year |
|
|
|
ended |
ended |
Ended |
|
|
|
30 September |
30 September |
31 March |
|
|
|
2014 |
2013 |
2014 |
|
|
|
£ |
£ |
£ |
|
|
Notes |
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
|
|
|
|
Net cash inflow from operating activities |
|
7 |
4,478,423
|
6,532,809 |
6,120,056 |
Financing Activities |
|
|
|
|
|
Cancellation of shares |
|
|
- |
(2,342,714) |
(7,286,587) |
Cash outflow from financing activities |
|
|
- |
(2,342,714) |
(7,286,587) |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
4,478,423 |
4,190,095 |
(1,166,531) |
|
|
|
|
|
|
Cash and cash equivalents at beginning of the period/year |
|
|
2,648,523 |
3,807,885 |
3,807,885 |
Effect of exchange rate fluctuations on cash and cash equivalents |
|
|
(3,460) |
7,230 |
7,169 |
|
|
|
|
|
|
Cash and cash equivalents at end of period/year |
|
|
7,123,486 |
8,005,210 |
2,648,523 |
For the period ended 30 September 2014, income received from dividends and interest was £505,666.
NOTES TO THE CONDENSED 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. Basis of Preparation
These financial statements, which comply with the Companies (Guernsey) Law, 2008 (as amended), have been prepared in accordance with International Accounting Standard 34 ("IAS 34"), Interim Financial Reporting. They do not include all the disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the Annual Report prepared to 31 March 2014.
The Directors believe it is appropriate to adopt the going concern basis in preparing the financial statements as, after due consideration, including but not restricted to, the review of the budget and cash flow forecast for the next financial period, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future.
The financial statements have also been prepared using the same accounting policies applied for the year ended 31 March 2014 financial statements, which were prepared in accordance with IFRS, and which received an unqualified audit opinion.
The only exception would relate to new accounting standards and interpretations that became effective for the first time during the period or any early adopted standards.
There were no new accounting standards adopted during the period.
New standards and interpretations not yet effective and not early adopted by the Company
The table below lists the new standards, amendments to standards and interpretations are not effective for the period ended 30 September 2014, and have not been early adopted for these financial statements.
New/Revised Standard(s) |
Effective for annual periods beginning on or after |
||
IFRS 9, 'Financial Instruments' |
|
1 January 2018 |
|
IFRS 7, - Amendments from annual improvements project in September 2014 |
|
1 January 2016 |
|
|
|
|
|
IFRS 10, IFRS 12, IAS 27, 'Investment Entities' - Amendments |
|
1 January 2016 |
|
|
|
|
|
Amendments to IAS 39 - Novation of Derivatives and Continuation of Hedge Accounting |
|
1 January 2014 |
|
|
|
|
|
|
|
|
|
In the opinion of the Directors, these will not have a significant impact on the financial statements of the Company.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
3. Use of estimates and judgements
The preparation of financial statements in accordance with IAS 34 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 condensed 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 condensed statement of financial position date remains the best indicator of fair value.
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.
a) Financial Assets
Classification
All investments of the Company 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 Company's documented investment strategy. Therefore the Directors consider that this is the most appropriate classification.
Measurement
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 Statement of Comprehensive Income. Transaction costs are separately disclosed in the Statement of Comprehensive Income.
Listed investments have been valued at the bid market price ruling at the 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.
The fair value of unlisted investments is 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 Company'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
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.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
3. Use of estimates and judgements (continued)
a) Financial Assets (continued)
As a basis for considering market participant assumptions, IFRS 13 establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets (Level 1) and lowest priority to unobservable inputs (Level 3). The three levels of the value hierarchy are as follows:
Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
Level 2: Inputs reflect quoted prices of similar assets and liabilities in active markets and quoted prices of identical assets and liabilities in markets that are considered to be inactive, as well as inputs other than quoted prices 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 of the annual report and financial statements to 31 March 2014.
b) 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 Condensed Statement of Comprehensive Income over the period of the borrowings on an effective interest basis.
Financial liabilities are derecognised from the Condensed Statement of Financial Position only when the obligations are extinguished either through discharge, cancellation or expiration.
4. 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 2014 to 30 September 2014
Ordinary Shares of 50p each |
Number of Shares |
|
Share Capital £ |
|
|
|
|
|
|
At 1 April 2014 |
|
16,650,992 |
|
51,018,780 |
Cancellation of shares |
|
(14,381) |
|
(7,192) |
At 30 September 2014 |
|
16,636,611 |
|
51,011,588 |
Between 1 April 2014 and 30 September 2014, the Company carried out 1 share buyback, resulting in a total reduction of 14,381 shares for a cost of £53,930. These shares were subsequently cancelled.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
4. Share Capital and Share Premium (continued)
Ordinary Shares Issued - 1 April 2013 to 31 March 2014
Ordinary Shares of 50p each |
Number of Shares |
|
Share Capital £ |
|
|
|
|
|
|
At 1 April 2013 |
|
18,813,724 |
|
52,103,367 |
Cancellation of shares |
|
(2,162,732) |
|
(1,084,587) |
At 31 March 2014 |
|
16,650,992 |
|
51,018,780 |
5. Financial Instruments
In accordance with IFRS 13, the table below analyses financial instruments measured at fair value at the end of the reporting period by the level in the fair value hierarchy into which the fair value measurement is categorised.
30 September 2014 |
Level 1 |
Level 2 |
Level 3 |
Total |
|
£ |
£ |
£ |
£ |
Financial assets at fair value |
|
|
|
|
through profit or loss |
|
|
|
|
Listed securities |
72,231,128 |
- |
- |
72,231,128 |
Unlisted securities |
- |
- |
7,399,113 |
7,399,113 |
|
72,231,128 |
- |
7,399,113 |
79,630,241 |
31 March 2014 |
Level 1 |
Level 2 |
Level 3 |
Total |
|
£ |
£ |
£ |
£ |
Financial assets at fair value |
|
|
|
|
through profit or loss |
|
|
|
|
Listed securities |
74,941,476 |
- |
- |
74,941,476 |
Unlisted securities |
1,680,000 |
- |
9,416,195 |
11,096,195 |
|
76,621,476 |
- |
9,416,195 |
86,037,671 |
The following table summarises the changes in fair value of the Company's Level 3 investments for the period ended 30 September 2014.
|
|
|
30 September |
31 March |
|
|
|
|
2014 |
|
2014 |
|
|
|
£ |
|
£ |
Balance at the beginning of the period/year |
|
|
9,416,195 |
|
11,807,519 |
Net realised gain on investments |
|
|
2,419,763 |
|
4,557,221 |
Unrealised loss on investments |
|
|
(1,185,427) |
|
(249,817) |
Purchase of investments |
|
|
791,943 |
|
1,234,119 |
Sale of investments |
|
|
(4,043,361) |
|
(7,932,846) |
Transfers into/(out of) level 3 |
|
|
- |
|
- |
Balance at the end of the period/year |
|
|
7,399,113 |
|
9,416,195 |
|
|
|
|
|
|
Change in unrealised (loss)/gain on investments included in Statement of Comprehensive Income for Level 3 investments held |
|
|
(1,471,467) |
|
3,216,009 |
There were no transfers between the levels in the period ended 30 September 2014 and for the year ended 31 March 2014.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
5. Financial Instruments (continued)
Transfers between levels are determined based on changes to the significant inputs used in the fair value estimation. The directors have selected an accounting policy to apply transfers between levels in the fair value hierarchy at the beginning of the relevant reporting period.
The table below sets out information about significant unobservable inputs used at 30 September 2014 in measuring financial instruments categorised as Level 3 in fair value hierarchy.
Valuation Method |
Fair Value at 30 September 2014 |
Unobservable inputs |
Factor |
Sensitivity to changes in significant unobservable inputs |
|
|
|
|
|
|
£ |
|
|
|
Comparative Company Multiples |
3,899,743 |
Earnings multiple |
7x |
The estimated fair value would increase if: |
The rest of the investments classified as level 3 have not been included in the above analysis as they either have a fair value that approximates to the transaction price or is cash held in escrow pending the outcome of certain post sale conditions (i.e warranties).
Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3, changing one or more of the assumptions used to reasonably possible alternative assumptions would have the following effects on the net assets attributable to the shareholders.
Valuation Method |
Input |
Sensitivity used |
£ |
Comparative Company Multiples |
Multiple |
+/-10%(7.7/6.3) |
342,230/(518,302) |
|
|
|
|
6. Other Reserves
|
|
Revenue Reserves £ |
|
Repurchase of Shares £ |
|
Total £ |
|
|
|
|
|
|
|
At the beginning of the period |
|
54,728,261 |
|
(18,496,160) |
|
36,232,101 |
Movement in the period |
|
(1,888,990) |
|
(46,738) |
|
(1,935,728) |
At the end of the period |
|
52,839,271 |
|
(18,542,898) |
|
34,296,373 |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
7. Cash Flows from Operating Activities
|
|
|
|
30 September |
30 September |
31 March |
|
|
|
|
2014 |
2013 |
2014 |
|
|
|
|
£ |
£ |
|
Net (loss)/income for the period/year |
|
|
|
(1,888,990) |
9,504,726 |
25,894,544 |
|
|
|
|
|
|
|
Realised gains on investments |
|
|
|
(6,404,263) |
(5,949,452) |
(9,575,555) |
Unrealised loss/(gain) on revaluation of investments |
|
|
|
8,037,083 |
(3,301,489) |
(16,834,944) |
Net loss/(gain) on foreign currency translation |
|
|
3,460 |
7,230 |
(7,169) |
|
|
|
|
|
1,636,280 |
(9,258,171) |
(26,417,668) |
|
|
|
|
|
|
|
Purchase of investments |
|
|
|
(21,494,013) |
(10,475,994) |
(35,197,229) |
Proceeds from sale of investments |
|
|
|
26,214,693 |
19,411,067 |
42,298,757 |
|
|
|
|
4,720,680 |
8,935,073 |
7,101,528 |
Increase in dividends receivable |
|
|
|
(4,950) |
(83,000) |
(47,900) |
Increase in other receivables |
|
|
|
(1,880) |
(10,598) |
(4,331) |
(Increase)/decrease in amounts due from brokers |
|
(315,305) |
(2,561,267) |
(80,737) |
||
Increase in amounts due to brokers |
|
|
|
242,444 |
352,856 |
24,673 |
Increase/(decrease) in other payables and accrued expenses |
|
|
|
90,144 |
(346,810) |
(350,053) |
|
|
|
|
10,453 |
(2,648,818) |
(458,348) |
|
|
|
|
4,478,423 |
6,532,809 |
6,120,056 |
8. Reconciliation of the Net Asset Value to Published Net Asset Value
|
|
|
30 September 2014 |
31 March 2014 |
|||
Ordinary Shares |
|
|
|
£ |
£ per share |
£ |
£ per share |
Published Net Asset Value |
|
|
|
88,020,231 |
5.29 |
90,030,373 |
5.41 |
Unrealised loss on revaluation of investments at bid / mid price* |
|
(1,465,770) |
(0.09) |
(1,532,992) |
(0.10) |
||
Net Asset Value attributable to shareholders |
|
|
|
86,554,461 |
5.20 |
88,497,381 |
5.31 |
|
|
|
|
|
|
|
|
* In accordance with International Financial Reporting Standards, as adopted by the European Union, the Company's long investments have been valued at bid price in the condensed financial statements. However, in accordance with the Company'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 Company 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.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
9. Earnings per Share and Net Asset Value per Share
The calculation of basic earnings per share for the Ordinary Share is based on a net loss of £(1,888,990) (30 September 2013 - £9,504,726) and the weighted average number of shares in issue during the period of 16,650,913 shares (30 September 2013 - 18,569,729 shares). At 30 September 2014 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 £88,554,461 (31 March 2014 - £88,497,381) and the number of shares in issue at the period end of 16,636,611 shares (31 March 2014 - 16,650,992 shares).
10. Related Parties
The Investment Manager is considered to be a related party. The fees paid to the Investment Manager are included in the Condensed Statement of Comprehensive Income.
At 30 September 2014 £231,837 (31 March 2014 - £150,470) 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 Statement of Comprehensive Income.
At 30 September 2014, £33,523 (31 March 2014 - £32,795) 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.
11. 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 Interim Financial Statements.
ADMINISTRATION
Registered Office
BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA
Investment Manager
Harwood Capital LLP
6 Stratton Street, Mayfair, London, W1J 8LD
Custodian
BNP Paribas Securities Services S.C.A., Guernsey Branch
P.O. Box 482, BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, Channel Islands, GY1 1WA
Secretary and Administrator
BNP Paribas Securities Services S.C.A., Guernsey Branch
P.O. Box 482, BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, Channel Islands, GY1 1WA
Registrars
Capita Registrars (Guernsey) Limited
PO Box 627, St Sampson, Guernsey, GY1 4PP
Stockbroker
Winterflood Securities Limited
The Atrium Building
Cannon Bridge House
25 Dowgate Hill
London
EC4R 2GA
Independent Auditors
KPMG Channel Islands Limited
Glategny Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WR
Legal Advisors
To the Company as to Guernsey law: |
|
|
Mourant Ozannes |
|
|
1, Le Marchant Street, St Peter Port, |
|
|
Guernsey, Channel Islands, GY1 4HP |
|
|
|
|
|
To the Company as to English law: |
|
|
Bircham Dyson Bell |
|
|
50 Broadway |
|
|
London, SW1H 0BL |
|
|
www.oryxinternationalgrowthfund.co.uk
Enquiries:
Jasper Cross
BNP Paribas Securities Services SCA, Guernsey Branch
Tel: 01481 750859
A copy of the Company's Annual Report and Financial Statements is available from the Company Secretary, BNP Paribas Securities Services S.C.A., Guernsey Branch at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA, or on the Company's website (www.oryxinternationalgrowthfund.co.uk).
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.