20 November 2015
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 2015
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.
Harwood Capital LLP is also registered as a Small Authorised Alternative Investment Fund Manager ('AIFM') with the Company included on its schedule of Alternative Investment Funds ('AIFs')
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 is a fund manager at Henderson Global Investors. He has spent over 20 years investing in smaller companies, listed and private, at all stages of development. Prior to this, he trained as an ACA with Deloitte. Jamie is on the board of various other UK listed companies.
|
SIDNEY CABESSA |
French |
Sidney Cabessa is also a director of Club-Sagem and Mercator/Nature et découvertes. 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, EPFL École polytechnique fédérale de Lausanne and CERN, the European Organization for Nuclear Research.
|
CHAIRMAN'S STATEMENT
I am pleased to report an excellent set of results for the six months ended 30 September 2015. During this period we saw the NAV increasing by 15.47% and an increase of 25.40% in the share price, which reflects a narrowing of the discount from 18% to 7%. This occurred during a period of considerable market uncertainty.
This result, which adds to an impressive 5 year rise in NAV of 86% over the five years to 31 March 2015, is as a result of Christopher Mills and his team both building and realising value through active management of the company's investments.
As is stated in the Manager's Report below, while this uncertain investment climate makes markets more volatile, it can lead to opportunities for a company like ourselves, who are always seeking to acquire stakes in businesses at attractive valuations. As a result of recent successful disposals, we have good cash balances to allow the company to take advantage of opportunities as they occur.
The company continues to buy back shares when it is considered to be in the interests of all shareholders and acquired 1,179,486 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
19 November 2015
INVESTMENT MANAGER'S REPORT
It is pleasing to note that during the six months under review the net asset value rose by 15.47% as compared to a rise of 1.27% in the AIM Index and a fall of 2.52% in the FTSE Small Cap index.
Quoted portfolio
The rise in the net asset value of the Fund was materially assisted by the good performance of a number of the larger holdings in the Fund. Gleeson (M.J.) Group rose 18% following better than expected results whilst Source Bioscience rose 31% following a successful acquisition. Innovation Group and Synergy Health both rose nearly 40% as a result of takeover bids.
Bioquell also performed strongly following the sale of a major part of its business, as did OMG following the sale of its defence division and significant return of cash. Journey Group benefitted from a significant new contract with Federal Express.
The only major disappointment during the period was Goals Soccer Centres which fell following disappointing trading figures.
Unquoted portfolio
Despite the need to write off Tagos Group due to collapsing demand from its oil and gas clients, the unquoted portfolio performed well during the period, principally as a result of the sale of Celsis AG to Charles River Laboratories. The Company has also participated in the taking private of Essenden one of its investee companies which, it is hoped, will add significant value over the next few years.
Conclusion
Smaller companies have had a difficult period over the past few months, particularly in sectors exposed to energy and raw material prices.
Liquidity in the sector continues to worsen as larger fund managers reduce exposure to small companies and substantial unit trust redemptions.
However, your managers believe that this environment is favourable for investment companies such as Oryx which benefit from a stable capital base and can therefore acquire stakes in good businesses which it is believed will create good investment returns over the medium term. The Company is well placed to take advantage of such situations having substantial cash balances which will increase further when the proceeds from real takeovers are received
Harwood Capital LLP
19 November 2015
TEN LARGEST EQUITY HOLDINGS
as at 30 September 2015
Gleeson (M.J.) Group Plc
Cost £4,067,733 (2,000,000 shares)
Market value £9,500,000 representing 9.51% 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 based in the North of England. Strategic Land continues to enjoy continuing success in securing residential planning permission as well as progressing the sale of a number of its sites. The board remains confident in the Group's trading performance which currently matches market expectations after another set of excellent results for 2015, with a significant increase in revenues and profit. Gleeson Homes now has a land pipeline totaling of 3,680 plots across 63 sites by the end of the year, with 35 sites conditionally purchased, which will bring the total pipeline to 7,496 plots. Gleeson is well positioned to meet its medium term 1000 unit target in 2017 with the potential for significant growth thereafter.
SourceBio Science Plc
Cost £6,039,846 (50,000,000 shares)
Market value £8,000,000 representing 8.01% of Net Asset Value
The company is an international laboratory service and products business supplying healthcare, life science research and biopharma, with nine facilities located in five countries and customers in over ninety countries. The company is split into three divisions: Healthcare, Lifesciences and the Stability and Bio Storage division. The Healthcare division provides diagnostic testing for cancer and infectious disease for example screening for cervical cancer. It also provides discreet testing for sexually transmitted diseases (predominantly Chalymida) as well as selling serology reagents which is a highly profitable business, with opportunities for growth in the US and Europe. The Life Sciences division provides DNA sequencing services for a network of laboratories internationally, pharmaceutical companies and academic research groups. The Stability and Bio storage division provides services for supporting drug discovery and clinical service trials through to storage facilities for testing under environmentally controlled conditions. The outlook of the group remains positive with a recent announcement of double digit increase in underlying operating profits, with the continued growth in DNA sequencing and diagnostics. The expansion of the bioanalytical and regulatory service business especially in stability storage should accelerate the growth of this business. The management's strategy is to use profits to fund small niche acquisitions to accelerate the growth over the medium term. The recent acquisition of Select Pharma will extend the geographical reach while enhancing service offering, and has the potential to significantly improve profits over the medium term.
OMG Plc
Cost £3,726,090 (18,000,000 shares)
Market value £7,200,000 representing 7.21% of Net Asset Value
The Group has two core divisions, Vicon and Yotta. Vicon operates as a technology service business providing image capture products and services for the entertainment, life sciences and engineering industries. The Group's other division provides software systems for local authorities to help improve the management of their assets. The company has recently stated that results for the year to the end of September 2015 are in line with expectations and is optimistic about the outlook for 2016.
Quarto Group Plc
Cost £4,004,064 (3,000,000 shares)
Market value £6,420,000 representing 6.25% 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 Group is in a favourable position for growth as it is well positioned in a resilient market segment of book publishing with the benefit of a substantial portfolio of intellectual property. Underlying markets still remain difficult but this is an industry issue, with Quarto now benefiting from growth in high quality children's books and in foreign language sales through the use of digital media. Early refinancing in 2015 and reduction of net debt shows that the Group is no longer constrained by its balance sheet, and as a result has further scope to take advantage of suitable small acquisition opportunities going forward. The Group is inherently a cash generative business with their dividend policy continuing to provide shareholders with a premium yield at a discount to its peers.
Minds + Machines Group
Cost £5,177,500 (65,000,000 shares)
Market value £5,687,500 representing 5.69% of Net Asset Value
Mind + Machines participates in and provides services in all facets of the domain name industry from registry ownership and operations to consumer sales. The Group targets top level domain names and currently owns 16 premium domains such as .rugby, .radio, .basketball and works with the owners of another 9 including the cities of Miami, Munich and London. The group provides a complete complement of registry service provider solutions for new generic top level domain applicants, and are fully ICANN compliant. ICANN is growing the number of generic top-level domains and Mind + Machines will look to manage and operate several more of them. The business also operates a register selling domain names directly to the general public. Minds plus Machines has transformed from a business solely acquiring and establishing new top level domain names to a sales and marketing organisation focusing on driving up recurring revenue and rebalancing operating costs. The group is focusing on the right operational metrics as it finalises its portfolio of top level domain names. The new sales and marketing team along with cost reductions will help to maintain and grow the market share whilst looking to penetrate key verticals and geographies in order to create significant shareholder value.
Goals Soccer Centres Plc
Cost £4,569,864 (3,500,000 shares)
Market value £5,145,000 representing 5.15% of Net Asset Value
The company is the leading operator of 5-a-side soccer centres, with 45 centres at present in the United Kingdom including recently opened new centres in Manchester, Doncaster and Newcastle. It currently also has one facility in Los Angeles and is actively looking to expand on this given its success so far in the United States, where there are significant prospects for growth in the long term. The company generates substantial free cash flow and the shares were bought at a discount to private market value. The summer of 2015 has seen a challenging period for Goals with like for like sales over the summer period declining by 10%. This has been put down to a number of factors including an increase in both casual and league teams cancelling over the holiday period, as players took advantage of the strong pound and poor weather conditions. However on a more positive note new centres were opened in Manchester and Doncaster which has resulted Goals now having a Centre in all major cities in the UK. The U.S site continues to perform strongly with a good trading momentum in the Los Angeles Centre continuing into the second half of the year. Further sites have been identified which could add significant value over the long term.
Innovation Group Plc
Cost £3,363,623 (12,500,000 shares)
Market value £4,843,750 representing 4.85% of Net Asset Value
Innovation Group is a provider of software and outsourcing services to the global insurance industry and related automotive, fleet and property sectors with 75% of the customer base made up of the top 20 insurance companies. The company operates in Asia Pacific, Europe and the United States. The company's software portfolio offers capabilities for personal and commercial insurance value chain covering claims, policy, billing, rating, analytics and reinsurance through supply chain management and repair management. The company received an offer during the period at a substantial premium to the Oryx's purchase cost.
Journey Group Plc
Cost £5,673,525 (2,750,000 shares)
Market value £4,537,500 representing 4.54% of Net Asset Value
The company is a specialist air support business providing in-flight products, catering and cabin management services to the airline industry. The group's operations are organised into two divisions, Watermark products and Air Fayre (USA). Watermark Products supplies in-flight products primarily to the international airline industry on a global basis. The Air Fayre brand provides in-flight catering to the international and domestic airline industry in the United States through its patent protected supply chain. The core growth of the divisional business is driven through Air Fayre which now services over 90,000 flights and more than 2,180,000 meals. It currently services LA International, regional airports throughout Southern California as well as Long Beach International Airport. The beginning of 2015 saw a number of challenges for Air Faye in Los Angeles with extremely poor weather conditions and an ongoing shift in the mix of aircrafts used by customers leading to reduced flight numbers, this trend is expected to continue into the second half of the year. However the Group remains focused on delivering sales growth and will benefit from the recent five year contract with FedEx out of Memphis. This will add significant profits to the group in 2016 offsetting some of its headway in its Los Angeles business.
Hayward Tyler Group Plc
Cost £4,492,574 (6,000,000 shares)
Market value £4,440,000 representing 4.45% of Net Asset Value
Hayward Tyler is a world leader in boiler circulation pumps and is engaged in the manufacturing, design, engineer and service of fluid filled electric motors and pumps for the energy sector. The company has a market leading reputation and is an established player in the Original Equipment and the Aftermarket segments. The Company's original equipment segment includes the design and manufacturing of pumps and motors serving the power, oil and nuclear industries. It is potentially a major beneficiary of the soaring demand for power in China where 1,200 power stations are expected to be built over the next twenty years. The company's installed base provides a secure source of highly attractive long term revenues and profits. The other businesses, which comprise 10% of sales, is in the oil and gas services industry. This is good high margin business. To date, the company has not been impacted by the reduction in the global oil price. The company is currently undertaking a major refurbishment of its UK factory headquarters based in Luton at a total cost £8.5m including plant and machinery which will be completed by December 2015, and funded partly through a government grant and partly through debt. This will reduce working capital and net costs whilst increasing the capacity of the facility and the future capability to be able to compete for substantial nuclear contracts that should become available over the next few years. The outlook for the business over the medium term looks highly favourable with profits capable of rising to £8m - £8.5m (EBITDA £9.25m - £9.75m) by March 2018 as the benefits of the new plant become apparent.
Synergy Health Plc
Cost £3,081,848 (200,000 shares)
Market value £4,340,000 representing 4.35% of Net Asset Value
Synergy Health plc provides a specialist outsourcing service to the healthcare and related industries around the world. The company's leading service is the provision of outsourced sterlisation for medical devices manufacturers and for providers of healthcare. The group is also a world leader in providing linen services, a manufacturer of infection control products and a provider of specialist laboratory services related to hygiene services and the denomination of surgical instruments for hospitals and others practicing medicine. A bid to the company has recently been approved by the United States competition authorities leading to a substantial uplift in the value of the holdings since purchase. The shares have now been sold.
DIRECTORS' RESPONSIBILITY STATEMENT
The principal risks and uncertainties of the Company remain unchanged from what was disclosed in the March 2015 annual report. The Board's view is that these risks remain appropriate for the remainder of 2015.
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
19 November 2015 19 November 2015
INTERIM MANAGEMENT REPORT
Business review
A review of the Company's activities is given in the Corporate Summary, the Chairman's Statement and the Investment Manager's Report.
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 2014 - Nil, 31 March 2015- Nil).
Capital values
At 30 September 2015 the value of net assets available to Shareholders was £99,877,404 (30 September 2014 - £86,554,461, 31 March 2015 - £93,065,017) and the Net Asset Value per share was £6.57 (30 September 2014 - £5.20, 31 March 2015 - £5.69).
Related party transactions
Related party transactions are disclosed in note 9 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 2015. 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.
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 2015 |
September 2014 |
March 2015 |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
Notes |
£ |
£ |
£ |
Income |
|
|
|
|
|
Dividends |
|
|
545,555 |
581,716 |
1,155,662 |
Other Income |
|
|
2,600 |
22,645 |
22,707 |
|
|
|
548,155 |
604,361 |
1,178,369 |
|
|
|
|
|
|
Realised gains on investments |
|
|
12,910,118 |
6,404,263 |
9,955,720 |
Unrealised gain/(loss) on revaluation of investments |
|
|
590,123 |
(8,037,083) |
(3,581,682) |
(Loss)/Gain on foreign currency translation |
|
|
(64,265) |
(3,460) |
(4,460) |
Total revenue |
|
|
13,184,131 |
(1,636,280) |
6,369,578 |
|
|
|
|
|
|
Expenses |
|
|
|
|
|
Management and investment advisory fees |
|
|
522,257 |
465,896 |
933,806 |
Supplementary management fee |
|
|
- |
- |
150,000 |
Transaction costs |
|
|
124,552 |
51,415 |
92,918 |
Directors' fees and expenses |
|
|
98,860 |
100,058 |
190,213 |
Audit fees |
|
|
21,274 |
18,860 |
43,711 |
Administration fees |
|
|
44,956 |
42,463 |
83,211 |
Legal and professional fees |
|
|
67,282 |
65,604 |
130,134 |
Registrar and transfer agent fees |
|
|
10,876 |
9,820 |
21,118 |
Custodian fees |
|
|
12,570 |
11,633 |
22,979 |
Insurance fees |
|
|
2,705 |
2,577 |
4,988 |
Regulatory fees |
|
|
3,445 |
3,414 |
8,492 |
Printing fees |
|
|
12,495 |
6,016 |
14,715 |
Other expenses |
|
|
13,783 |
8,215 |
19,095 |
Total expenses |
|
|
935,055 |
785,971 |
1,715,380 |
|
|
|
|
|
|
Net income /(loss) for the period/year before taxation |
|
|
13,049,076 |
(1,817,890) |
5,832,567 |
|
|
|
|
|
|
Withholding tax on dividends |
|
|
(74,700) |
(71,100) |
(71,100) |
Other comprehensive income |
|
|
- |
- |
- |
Total Comprehensive income/(loss) for the period/year |
|
|
12,974,376 |
(1,888,990) |
5,761,467 |
|
|
|
|
|
|
Income /(Loss) per share - basic and diluted: |
|
|
|
|
|
Ordinary Share |
|
8 |
£0.81 |
£(0.11) |
£0.35 |
All items in the above statement are derived from continuing operations.
|
|
|
30 September 2015 |
30 September 2014 |
31 March 2015 |
|
|
Notes |
£ |
£ |
£ |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
Non-current assets |
|
|
|
|
|
Listed investments designated at fair value through profit or loss (Cost - 30 September 2015 £66,312,800: 31 March 2015 - £73,744,583) |
5 |
82,802,515 |
72,231,128 |
83,348,998 |
|
Unlisted investments designated at fair value through profit or loss (Cost - 30 September 2015 £4,078,082: 31 March 2015 - £2,831,710) |
5 |
4,019,240 |
7,399,113 |
9,068,055 |
|
|
|
|
86,821,755 |
79,630,241572 |
92,417,053 |
Current assets |
|
|
|
|
|
Cash and cash equivalents |
|
|
13,311,008 |
7,123,486 |
992,864 |
Amounts due from brokers |
|
|
- |
396,042 |
- |
Dividends and interest receivable |
|
|
76,950 |
70,350 |
91,800 |
Other receivables |
|
|
9,292 |
8,596 |
4,721 |
|
|
|
13,397,250 |
7,598,474 |
1,089,385 |
|
|
|
|
|
|
Total assets |
|
|
100,219,005 |
87,228,715 |
93,506,438 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Other payables and accrued expenses |
|
|
341,601 |
407,137 |
261,099 |
Amounts due to brokers |
|
|
- |
267,117 |
180,322 |
|
|
|
341,601 |
674,254 |
441,421 |
|
|
|
|
|
|
Net assets |
|
|
99,877,404 |
86,554,461 |
93,065,017 |
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
Called up share capital |
|
4 |
50,289,346 |
51,011,588 |
50,879,089 |
Capital redemption reserve |
|
|
1,246,500 |
1,246,500 |
1,246,500 |
Other reserves |
|
|
48,341,557 |
34,296,373 |
40,939,428 |
Total equity shareholders' funds |
|
|
99,877,404 |
86,554,461 |
93,065,017 |
|
|
|
|
|
|
Net Asset Value per Share - basic and diluted |
|
7,8 |
£6.57 |
£5.20 |
£5.69 |
The condensed financial statements were approved by the Board of Directors on 19 November 2015 and signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
Six month period to 30 September 2015 |
|
Share Capital |
Capital redemption reserve |
Other reserves |
Total |
(Unaudited) |
Notes |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
Balance at 1 April 2015 |
|
50,879,089 |
1,246,500 |
40,939,428 |
93,065,017 |
Total Comprehensive |
|
|
|
|
|
Income for the period |
|
- |
- |
12,947,376 |
12,947,376 |
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
- Cancellation of shares |
4 |
(589,743) |
- |
(5,572,246) |
(6,161,989) |
Total transactions with owners |
|
(589,743) |
- |
(5,572,246) |
(6,161,989) |
|
|
|
|
|
|
Balance at 30 September 2015 |
50,289,346 |
1,246,500 |
48,341,558 |
99, 877,404 |
Six month period to 30 September 2014 (Unaudited) |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
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 |
|
(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 |
|
|
|
|
|
|
Year to 31 March 2015 (Audited) |
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2014 |
|
51,018,780 |
1,246,500 |
36,232,101 |
88,497,381 |
Total Comprehensive |
|
|
|
|
|
Income for the period |
|
- |
- |
5,761,467 |
5,761,467 |
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
- Cancellation of shares |
4 |
(139,691) |
- |
(1,054,140) |
(1,193,831) |
Total transactions with owners |
|
(139,691) |
- |
(1,054,140) |
(1,193,831) |
|
|
|
|
|
|
Balance at 31 March 2015 |
50,879,089 |
1,246,500 |
40,939,428 |
93,065,017 |
|
|
|
Six months |
Six months |
Year |
|
|
|
ended |
ended |
Ended |
|
|
|
30 September |
30 September |
31 March |
|
|
|
2015 |
2014 |
2015 |
|
|
|
£ |
£ |
£ |
|
|
Notes |
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
|
|
|
|
Net cash inflow from operating activities |
|
6 |
18,544,398
|
4,478,423
|
(457,370) |
Financing Activities |
|
|
|
|
|
Cancellation of shares |
|
|
(6,161,989) |
- |
(1,193,829) |
Cash outflow from financing activities |
|
|
(6,161,989) |
- |
(1,193,829) |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
12,382,409 |
4,478,423 |
(1,651,199) |
|
|
|
|
|
|
Cash and cash equivalents at beginning of the period/year |
|
|
992,864 |
2,648,523 |
2,648,523 |
Effect of exchange rate fluctuations on cash and cash equivalents |
|
|
(64,265) |
(3,460) |
(4,460) |
|
|
|
|
|
|
Cash and cash equivalents at end of period/year |
|
|
13,311,008 |
7,123,486 |
992,864 |
For the period ended 30 September 2015, income received from dividends and interest was £388,925 (2014:505,666).
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 2015.
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 2015 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 2015, 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 |
|
|
|
|
|
IFRS 15 - Revenue from contracts with Customers |
|
1 January 2017 |
|
|
|
|
|
|
|
|
|
In the opinion of the Directors, these will not have a significant impact on the financial statements of the Company.
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 (FVTPL) 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.
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 2015.
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 2015 to 30 September 2015
Ordinary Shares of 50p each |
Number of Shares |
Share Capital (£) |
|
|
|
|
|
At 1 April 2015 |
|
16,371,611 |
50,879,089 |
Cancellation of shares |
|
(1,179,486) |
(589,743) |
At 30 September 2015 |
|
15,192,125 |
50,289,346 |
Between 1 April 2015 and 30 September 2015, the Company carried out 7 share buybacks, resulting in a total reduction of 1,179,486 shares for a cost of £6,161,989. These shares were subsequently cancelled.
Ordinary Shares Issued - 1 April 2014 to 31 March 2015
Ordinary Shares of 50p each |
Number of Shares |
Share Capital (£) |
|
|
|
|
|
At 1 April 2014 |
|
16,650,992 |
51,018,780 |
Cancellation of shares |
|
(279,381) |
(139,691) |
At 31 March 2015 |
|
16,371,611 |
50,879,089 |
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.
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
£ |
£ |
£ |
£ |
30 September 2015 |
|
|
|
|
Financial assets at FVTPL |
|
|
|
|
Listed securities |
82,802,515 |
- |
- |
82,802,515 |
Unlisted securities |
- |
- |
4,019,240 |
4,019,240 |
|
82,802,515 |
- |
4,019,240 |
86,821,755 |
31 March 2015 |
|
|
|
|
Financial assets at FVTPL |
|
|
|
|
Listed securities |
80,101,798 |
3,247,200 |
- |
83,348,998 |
Unlisted securities |
- |
- |
9,068,055 |
9,068,055 |
|
80,101,798 |
3,247,200 |
9,068,055 |
92,417,053 |
The following table summarises the changes in fair value of the Company's Level 3 investments for the period ended 30 September 2015.
|
|
|
30 September |
31 March |
|
|
|
|
2015 |
|
2015 |
|
|
|
£ |
|
£ |
Balance at the beginning of the period/year |
|
|
9,068,055 |
|
9,416,195 |
Net realised gain on investments |
|
|
8,455,849 |
|
3,082,179 |
Unrealised loss on investments |
|
|
(6,295,177) |
|
354,439 |
Purchase of investments |
|
|
1,250,000 |
|
1,671,019 |
Sale of investments |
|
|
(8,459,488) |
|
(5,455,777) |
Transfers into/(out of) level 3 |
|
|
- |
|
- |
Balance at the end of the period/year |
|
|
4,019,240 |
|
9,068,055 |
|
|
|
|
|
|
Change in unrealised (loss)/gain on investments included in Statement of Comprehensive Income for Level 3 investments held |
|
|
(7,036,652) |
|
2,539,843 |
There were no transfers between the levels in the period ended 30 September 2015 and for the year ended 31 March 2015.
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.
At 30 September 2015, the investments classified as level 3 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).
The table below sets out information about significant unobservable inputs used at 31 March 2015 in measuring financial instruments categorised as Level 3 in fair value hierarchy.
Valuation Method |
Fair Value at 31 March 2015 (£) |
Unobservable inputs |
Factor |
Sensitivity to changes in significant unobservable inputs |
|
|
|
|
|
Comparative Company Multiples |
6,004,595 |
Earnings multiple |
9.5x |
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.
As at 31 March 2015
Valuation Method |
Input |
Sensitivity used |
£ |
Comparative Company Multiples |
Multiple |
+/-10% (10.45/8.55) |
740,735/(606,752) |
|
|
|
|
6. Cash Flows from Operating Activities
|
|
|
|
30 September |
30 September |
31 March |
|
|
|
|
|
|
2015 |
2014 |
2015 |
|
|
|
|
|
|
£ |
£ |
|
|
|
Net income/(loss) for the period/year |
|
|
|
12,974,376 |
(1,888,990) |
5,761,467 |
|
|
|
|
|
|
|
|
|
|
|
Realised gains on investments |
|
|
|
(12,910,118) |
(6,404,263) |
(9,955,720) |
|
|
Unrealised (gain)/loss on revaluation of investments |
|
(590,123) |
8,037,083 |
3,581,682 |
|
|||
Net loss on foreign currency translation |
|
|
64,265 |
7,230 |
4,460 |
|
||
|
|
|
|
(13,435,796) |
1,636,280 |
(6,369,578) |
|
|
|
|
|
|
|
|
|
|
|
Purchase of investments |
|
|
|
(22,809,149) |
(21,494,013) |
(37,762,591) |
|
|
Proceeds from sale of investments |
|
|
|
41,904,688 |
26,214,693 |
37,757,245 |
|
|
|
|
|
|
19,095,539 |
4,720,680 |
(5,346) |
|
|
Decrease/(increase) in dividends receivable |
|
|
|
14,850 |
(4,950) |
(26,400) |
|
|
(Increase)/decrease in other receivables |
|
|
|
(4,571) |
(1,880) |
1,995 |
|
|
(Increase)/decrease in amounts due from brokers |
|
- |
(2,561,267) |
80,737 |
|
80,737 |
||
(Decrease)/increase in amounts due to brokers |
|
|
(180,322) |
242,444 |
155,649 |
|
||
Decrease/(increase) in manager's fees payable |
|
92,146 |
81,367 |
(67,135) |
|
|||
Increase/(decrease) in other payables and accrued expenses |
(11,644) |
8,777 |
11,241 |
|
||||
|
|
|
|
(89,541) |
10,453 |
156,087 |
|
|
|
|
|
|
18,544,398 |
4,478,423 |
(457,370) |
|
7. Reconciliation of the Net Asset Value to Published Net Asset Value
|
|
|
30 September 2015 |
31 March 2015 |
|||
Ordinary Shares |
|
|
|
£ |
£ per share |
£ |
£ per share |
Published Net Asset Value |
|
|
|
101,597,517 |
6.69 |
94,286,473 |
5.76 |
Unrealised loss on revaluation of investments at bid / mid price* |
|
(1,720,113) |
(0.12) |
(1,221,456) |
(0.07) |
||
Net Asset Value attributable to shareholders |
|
|
|
99,877,404 |
6.57 |
93,065,017 |
5.69 |
|
|
|
|
|
|
|
|
* 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.
8. 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 profit of £12,974,376 (30 September 2014 - net loss of £(1,888,990)) and the weighted average number of shares in issue during the period of 16,023,698 shares (30 September 2014 - 16,650,913 shares). At 30 September 2015 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 £99,877,404 (31 March 2015 - £93,065,017) and the number of shares in issue at the period end of 15,192,125 shares (31 March 2015 - 16,371,611 shares).
9. 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 2015 £231,837 (31 March 2015 - £83,335) 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 2015, £33,523 (31 March 2015 - £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.
Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company. The Company neither paid fees to Mourant Ozannes during the year, nor had any dues outstanding at the Balance Sheet date (2014: Nil).
10. 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:
Sarah Hendry
BNP Paribas Securities Services SCA, Guernsey Branch
Tel: 01481 750822
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.