Half Yearly Report

RNS Number : 7936X
Oryx International Growth Fund Ld
24 November 2014
 



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

 

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.

 

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.

 

UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME

for the six month period ended 30 September 2014, expressed in £ Sterling

 




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.

 

UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION

as at 30 September 2014, expressed in £ Sterling

 




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

 

 

UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY

 

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

 

 

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

for the period ended 30 September 2014, expressed in £ Sterling

 




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 Earnings multiple was increased

 

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



 

Website

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.

 

 

 


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