FOR IMMEDIATE RELEASE
RELEASED BY BNP PARIBAS FUND SERVICES (GUERNSEY) LIMITED
INTERIM RESULTS ANNOUNCEMENT
THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED ANNOUNCE UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2008
CHAIRMAN'S STATEMENT
As all shareholders are aware, the six months under review were a time of increasing uncertainty across World Stock Markets. This affected the Net Asset Value of your company, which fell during the period by 15.7%.
Until markets stabilise and some confidence returns to the financial system, it is unlikely that we will see any substantial turnaround. Our investment objective is to invest where we can see opportunities to realise value in the medium term. As our investment manager, North Atlantic Value, states below, we have had some successes over the last six months and we expect to see some continued realisations during the rest of the financial year.
As with a number of smaller company funds, we have seen our discount widen very considerably over this period of market turmoil. At the recent AGM, we renewed our powers to acquire the company's shares if the discount widens to an unacceptable level. We have recently begun purchasing shares in the market and will continue to do so when appropriate.
In line with our stated policy, your Board do not propose paying a dividend.
Nigel Cayzer
Chairman
26 November 2008
INVESTMENT ADVISER'S REPORT
During the six month period under review the Net Asset Value of the fund fell by 15.7%. This compares with a fall in the FTSE Small Cap Index of 20.6%. The results for the period amounted to a loss of £10,192,120 (2007 interim: loss of £2,614,897).
The period under review saw an intensification of the global financial crisis with the failure of a number of major financial institutions on both sides of the Atlantic, notably Lehman Brothers and Washington Mutual, and government backed rescues of others such as AIG, Fortis and several UK clearing banks. Continued high levels of systemic and counterparty risk has contributed to the ongoing chronic shortage of inter-bank and market liquidity and the situation has not been fully addressed by co-ordinated action by central banks and policy initiatives such as the introduction of a TARP in the USA and the direct recapitalisation of financial institutions by governments in other G7 economies. The easing of monetary policy through interest rate cuts and fiscal stimulus packages have failed to halt stock market declines as asset prices have continued to fall due to forced de-leveraging by investors, including governments, institutions and individuals, that need to raise cash. The financial crisis has spilled over into the real economy and we expect continued volatility and further market declines as the effects of corporate earnings downgrades across most sectors is priced into shares. In the short term sentiment is also likely to be hit by the bleak retail environment, increasing unemployment and the continued fall of house prices.
The quoted portfolio was not immune from these factors despite being underweight in the financial and property sectors. The majority of the top ten holdings posted falls however BBA and RPC will both be major beneficiaries of falling oil prices and both have recently confirmed profits in line with expectations. EDP has publicly announced that it is in takeover talks and recently sold a freehold property at a substantial premium to net book value. Augean is in takeover talks with its largest shareholder One Fifty One.
The unquoted portfolio was more resilient and it is pleasing to report that Motherwell Bridge was sold at a substantial profit, generating a circa. 4.4x return for the Fund. Orthoplastics was written-up following the sale of part of the holding at a substantial premium.
Outlook
The outlook for markets during the coming period remains highly negative as global macro-economic conditions deteriorate further. However, as mentioned the Fund should benefit from expected or announced takeover interest in at least seven of the quoted company holdings, four of which are in the top ten holdings by net asset value, and continued resilient performance from the unquoted holdings.
North Atlantic Value LLP
26 November 2008
TEN LARGEST EQUITY HOLDINGS
as at 30 September 2008
Quarto Group Inc
Cost £2,470,609 (2,050,000 shares)
Market value £2,562,500 representing 4.95% of Net Asset Value
Quarto Group is a specialist publishing house. Along with its subsidiaries, the Company conducts an international business, whose principal activity is as a publisher of illustrated non-fiction books in co-edition and under its own imprint, for both adults and children. The Company operates in two business segments: co-edition publishing and publishing. The publishing segment's markets are in the principal English-language countries. Some of its wholly owned subsidiaries include Quarto Publishing plc, Quarto Inc., Western Screen and Sign Limited, Quarto Magazines Limited, Apple Press Limited, Quarto Australia Pty Ltd., RotoVision S.A., Rockport Publishers Inc. and Global Book Publishing Pty. Limited. In August 2007, the Company announced the acquisition of MBI Publishing Company LLC (MBI), a publisher and distributor of special interest titles, based in Minneapolis, the United States, from MBI Publishing Holdings LLC, a private equity vendor. Quarto's results to 30 September 2008 were encouraging in the current climate, demonstrating the resilience of its business model, which relies upon creating books that will backlist and be of relevance to the public for a long time. Quarto is solidly funded, with continuing substantial headroom in its credit lines, enabling it to exploit any appropriate opportunities.
Dialight Plc
Cost £2,721,056 (1,777,207 shares)
Market value £2,541,406 representing 4.91% of Net Asset Value
The Group's principal activity is manufacturing and selling electronic lighting and electromagnetic products for the communications and transportation markets. The Group's operations are carried out through two divisions. Signals/Illumination comprises Traffic and Rail Signals, Obstruction Lights and Solid State Lighting products. This division provides safe and rugged LED lighting in hazardous industrial locations, offshore drilling platforms, mines and petrochemical plants. Typical applications include military equipment, test and measurement devices, and harsh environments including aviation and marine. Components comprise the indication businesses and the electromagnetic components. This division provides panel mount indicators and covers a wide range of sizes, voltages, materials, finishes, and colours. The Group operates in the United Kingdom, the United States of America and Germany. The components business will likely see a slowdown as global capital expenditure programs are reigned in but they have significant market share and components they provide represent an insignificant cost in the OEM manufacturing process. Signals on the other hand is still an emerging market as penetration rates of the product are low while the cost benefit advantages of the solid state lighting products should help drive growth. They have a strong net cash balance sheet and a very undemanding valuation.
Castle Support Services plc
Cost £1,069,173 (3,118,175 shares)
Market value £2,525,723 representing 4.88% of Net Asset Value
Castle Support Services, a maintenance and repair specialist was formed following the de-merger of Castle Acquisitions from Lonhro Africa in 2006. Castle is the holding company for DM Technical Services (DMTS). Strong demand from the oil, gas, mining and shipping sectors led to increased revenues of £116 million in the year to June 30, compared with £87 million in the first 10 months of DMTS's trading. Pre-tax profits climbed to £18.5 million from £17.6 million between the two periods. The Company is well placed to benefit from increasing demand for inspection, maintenance, and repair services for generators, motors and ancillary equipment and the ever increasing demand for energy and energy efficiency and therefore expects to make further progress during the course of the year. The strategic review, announced earlier this year, is ongoing.
Electronic Data Processing PLC ('EDP')
Cost £2,609,049 (4,264,587 shares)
Market value £2,516,106 representing 4.86% of Net Asset Value
Electronic Data Processing PLC is engaged in the provision of computer solutions. It includes enterprise resource planning solutions for the merchanting / wholesale distribution industry, e-business, application hosting and sales intelligence together with a range of customer support and education services. The Company's software solutions include Quantum VS Highway, Quantum VS myViewpoint, Quantum VS e-Business and Quantum VS Financials. The Quantum VS Highway provides two-way transmission of business document content from one business software solution to another. The subsidiaries of the Company include BML (Office Computers) Ltd., BCT Software Solutions Ltd., Disys Associates Ltd, Via Systems Inc. and Vecta Sales Solutions Limited. The subsidiaries are engaged in the sale of computer software, hardware and related services. On October 16, 2006, the Company acquired Vecta Software Corporation Limited. EDP announced in August 2008 that it had exchanged contracts to dispose of its freehold office in Warrington to Mambo Property Ltd. The consideration for the freehold was £1.6 million cash. Costs associated with the disposal were estimated to be £30,000. EDP announced, in May 2008, that the Directors have resolved to pay an interim dividend of 0.713 pence per ordinary share as well as a special dividend of 5 pence per share. For the six months ended 31 March 2008, EDP's revenues increased 5% to £3.5 million. Net income totalled £1 million, up from £160,000. Revenues reflect higher income from the United Kingdom geographic segment. Net income also reflects improved gross margins, decreased administrative expenses and the presence of profit on sale of property. The Company has a market capitalisation of £12 million and net cash on the balance sheet of £ 6 million. The Company is still in active take over talks.
Telecom plus plc
Cost £1,196,547 (700,000 shares)
Market value £2,334,500 representing 4.51% of Net Asset Value
Telecom plus plc is engaged in the supply of fixed telephony, mobile telephony, gas, electricity and Internet services to residential and small business customers, who are acquired through a network of independent distributors. The Company is organized into two operating divisions: Customer Management and Customer Acquisition. During the fiscal year ended March 31, 2008, the Company supplied a total of 591,981 services. The Company's whole owned subsidiary Telecommunications Management Limited, is involved in the supply of fixed wire and mobile telecommunications services to business and public sector customers. The Company has a very strong balance sheet with £30 million net cash and generating £17 to £20 million in annual EBITDA. The cash generative model has enabled the Company to have a progressive dividend policy and an ongoing share buyback program.
Augean Plc
Cost £2,946,257 (2,500,000 shares)
Market value £2,200,000 representing 4.25% of Net Asset Value
Augean Plc is a leading UK provider of hazardous waste management services. These services include hazardous landfill and treatment services. The Company is organized into principal three divisions: treatment division, landfill division and terramundo division. The treatment division operates from a number of strategic locations around the United Kingdom providing regionally important collection, process and transfer facilities tailored to meet its clients' needs. The landfill division operates three modern hazardous waste landfill installations providing over 50% of the permitted hazardous waste landfill void in the United Kingdom. The Terramundo facility situated at Port Clarence is fixed contaminated soil treatment and recycling centre. In November 2007, Augean acquired RNA Investments Limited and Chemical Recoveries Limited. In December 2007, it acquired Hitech Equipment Limited. In June 2008, the Company announced the acquisition of Astec Chemical Waste Services Limited. The Group has also announced that they have received a number of preliminary approaches which may or may not lead to an offer for the group. Discussions are ongoing and the Board's priority is on delivering value to shareholders. We are awaiting a further announcement regarding these proposals.
Orthoplastics Limited
Cost £854,964 (275 shares)
Fair value £2,200,000 representing 4.25% of Net Asset Value
Orthoplastics is the established provider of the world's highest quality, medical-grade Ultra High Molecular Weight Polyethylene (UHMWPE) for use in orthopaedic implants, particularly knee- and hip-joint replacements. It is one of only two manufacturers of orthopaedic UHMWPE to the US$16.3 billion international orthopaedic implant and equipment market. The Company has a global customer-base of top orthopaedic OEMs. A number of key customers are based in North America and are supported by the Company's warehousing and distribution unit in North America. The Company continues to win and retain major new customers internationally. After prolonged negotiation with the UK pension fund regulator to extinguish all pension fund liabilities and equity holdings in the Company, the business is now unencumbered by pension issues. A rights issue, with a commensurate increase in valuation, was completed in the quarter.
RPC Group Plc ('RPC')
Cost £4,127,454 (1,820,650 shares)
Market value £2,080,093 representing 4.02% of Net Asset Value
RPC Group is Europe`s leading manufacturer of rigid plastic packaging. It has 50 operations in 13 countries and employs over 6,900 people. As detailed in RPC's July Interim Management Statement, the Group's operating profit (before restructuring costs and impairment losses) for the first half is expected to be lower than that of the first half of 2007/8, due to increases in costs and challenging underlying economic conditions in some of the markets the Group serves. They are making significant progress in increasing selling prices across all markets and as a result we hope margins for the second half of 2008/9 will improve. The Board has initiated a detailed strategic and performance review with emphasis on the sustainability and growth of return on invested capital and we await the conclusions from this review.
Inspired Gaming Group Plc
Cost £1,800,000 (3,600,000 preference shares)
Market value £2,034,000 representing 3.93% of Net Asset Value
Inspired Gaming Group Plc is a provider of Server Based Gaming systems and is the pioneer of Open Server Based Gaming (Open SBG). The Company provides Open SBG software systems and digital networked terminals in 10 countries. Its Open SBG software platform supports a range of content and hardware from third parties. For the twenty eight weeks ended 12 April 2008, the Company's revenue decreased 8% to £40.8 million. Net loss from Continuing Operations decreased 47% to £1.2 million. Revenue reflects decreased revenue from licensed betting offices and gaming segment. Lower loss reflects decreased cost of sales and presence of share based payments income versus a loss. The Company is still in an ongoing offer period.
Bavaria Industriekapital AG
Cost £2,163,797 (240,000 shares)
Market value £1,991,433 representing 3.84% of Net Asset Value
Bavaria Industriekapital AG is an industrial holding company with more than 3,000 employees based in Germany. The Company acquires European industrial companies in special situations such as low profitability and unresolved succession issues which have strong market positions and stable customer base. The Company generally makes 3-4 acquisitions per year and holds them for 3 to 5 years with an exit through trade sale or IPO. For the six months ended 30 June 2008, Bavaria Industriekapital AG's total revenues increased 35% to EUR275 million. Net profit for the period increased from EUR910,000 to EUR26.5 million. Total revenues reflect very strong organic growth and continuation of the Company's portfolio expansion, as well as a significant increase in other operating income. Net profit benefited from vastly improved operating profit margins. The Company is very well capitalised and continues to have a progressive policy of returning capital to shareholders.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm to the best of their knowledge that:
the interim accounts, which have been prepared in accordance with the applicable accounting standard IAS 34, give a true and fair view of the assets, liabilities, financial position and loss of the Company and its undertakings included in the consolidation taken as a whole as required by DTR 4.2.4R ;
the Interim Management Report and Investment Adviser's Report include a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
the Interim Management Report includes a fair review of the information required by DTR4.2.8R (disclosure of related party transactions and charges therein).
By order of the Board
Sidney Cabessa Walid Chatila
Director Director
26 November 2008 26 November 2008
INTERIM MANAGEMENT REPORT
Review of Business
A summary of the performance of the Group and future outlook is provided in the Investment Adviser's report on page 5.
Dividend
The Directors do not propose payment of a dividend (30 September 2007 - Nil, 31 March 2008 - Nil).
Capital values
At 30 September 2008 the value of the assets available to shareholders was £51,798,521 (30 September 2007 - £79,289,470, 31 March 2008 - £63,308,152) and the Net Asset Value per share was £2.15 (30 September 2007 - £3.19 for ordinary shares and £1.10 for C shares, 31 March 2008 - £2.55).
Related party transactions
Related party transactions are disclosed in note 8 to the condensed financial statements.
Risks and uncertainties
The main risks arising from the Group's financial instruments are:
(i) market risk, including currency risk, interest rate risk and other price risk;
(ii) liquidity risk; and
(iii) credit risk
The Company Secretary, in close cooperation with the Board of Directors and the Investment Manager, coordinates the Group's risk management. The policies for managing each of these risks are summarised below and have been applied throughout the period.
(i) Market risk
The fair value or future cash flows of a financial instrument held by the Group may fluctuate because of changes in market prices. This market risk comprises currency risk, interest rate risk and other price risk. The Board of Directors reviews and agrees policies for managing these risks, which policies have remained substantially unchanged from those applying in the year ended 31 March 2008. The Investment Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.
Currency risk
The functional and presentational currency of the Group is Sterling and, therefore, the Group's principal exposure to foreign currency risk comprises investments priced in other currencies, principally US Dollars. The Investment Manager monitors the Group's exposure to foreign currencies and reports to the board on a regular basis. The Investment Manager measures the risk to the Group of the foreign currency exposure by considering the effect on the net asset value and income of a movement in the rates of exchange to which the Group's assets, liabilities, income and expenses are exposed.
Income denominated in foreign currencies is converted to Sterling on receipt.
The Group's financial assets comprise fixed and equity investments, trade receivables and cash balances.
The Group finances its investment activities through the Group's Ordinary Share capital, reserves and borrowings. The Group's financial liabilities comprise trade payables and the loan facility.
Interest rate risk
Interest rate movements may affect:
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 to companies in which private equity investment is made. Interest rate risk is not significant to the Group.
Other price risk
Other price risks (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.
The Group's exposure to price risk comprises mainly movements in the value of the Group's investments.
The Board of Directors manages the market price risks inherent in the investment portfolios by ensuring full and timely access to relevant investment information from the Investment Manager. The Board meets regularly and at each meeting reviews investment performance. The Board monitors the Investment Manager's compliance with the Group's objectives and is directly responsible for investment strategy and asset allocation.
(ii) Liquidity risk
This is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.
Liquidity risk is significant as the Group invests in unlisted equities and other investments that may not be readily realisable.
In accordance with the Group's policy, the Investment Manager monitors the Company's liquidity risk, and the Board of Directors reviews it.
(iii) Credit risk
The Group does not have any significant exposure to credit risk arising from any one individual party. Credit risk is spread across a number of counterparties, each having an immaterial effect on the Group's cash flows, should a default happen.
By order of the Board
Sidney Cabessa Walid Chatila
Director Director
26 November 2008 26 November 2008
INDEPENDENT REVIEW REPORT TO ORYX INTERNATIONAL GROWTH FUND LIMITED
Introduction
We have been engaged by the Company to review the financial statements in the half yearly financial report for the six months ended 30 September 2008 which comprise the entity's condensed balance sheet and related statements of income, changes in equity, cash flow and the related explanatory notes that have been reviewed. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
The financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with the International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom.
A review of interim financial information consists of making enquiries, primarily of persons responsible for the financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2008 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
Grant Thornton Limited
Chartered Accountants
Guernsey, CI
26 November 2008
CONDENSED CONSOLIDATED INCOME STATEMENT
for the six months ended 30 September 2008, expressed in £ sterling
|
|
Six months ended
30 September
|
Six months ended
30 September
|
Year ended
31 March
|
|
|
2008
|
2007
|
2008
|
|
|
£
|
£
|
£
|
Income
|
|
|
|
|
Interest
|
|
317,768
|
232,646
|
800,130
|
Dividends and investment income
|
|
1,549,868
|
1,163,233
|
1,529,522
|
|
|
|
|
|
|
|
1,867,636
|
1,395,879
|
2,329,652
|
|
|
|
|
|
Realised gains on investments
|
|
2,798,001
|
1,045,960
|
869,064
|
Movement in unrealised loss on revaluation of investments
|
|
(13,834,920)
|
(3,841,229)
|
(19,781,604)
|
Transaction costs
|
|
(87,348)
|
(184,911)
|
(244,042)
|
Gain / (loss) on foreign currency translation
|
|
8,279
|
(1,767)
|
25,943
|
|
|
|
|
|
Income and loss from investments
|
|
(9,248,352)
|
(1,586,068)
|
(16,800,987)
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management and Investment Adviser’s fee
|
|
324,128
|
171,368
|
537,491
|
Custodian fees
|
|
11,628
|
43,387
|
55,922
|
Administration fees
|
|
33,743
|
49,036
|
90,908
|
Registrar and transfer agent fees
|
|
52,980
|
16,374
|
49,434
|
Directors’ fees and expenses
|
|
77,302
|
45,515
|
129,565
|
Audit fees
|
|
13,534
|
47,089
|
58,589
|
Insurance
|
|
4,512
|
5,974
|
10,549
|
Interest expense
|
|
52,714
|
39
|
4,319
|
Legal and professional fees
|
|
118,729
|
338,178
|
567,065
|
Write back of excessive accruals in Baltimore Plc
|
|
-
|
-
|
(668,000)
|
Other expenses
|
|
37,415
|
197,668
|
430,242
|
|
|
|
|
|
Total expenses
|
|
726,685
|
914,628
|
1,266,084
|
|
|
|
|
|
Net loss for the period / year before taxation
|
|
(9,975,037)
|
(2,500,696)
|
(18,067,071)
|
Withholding tax on dividends
|
|
217,083
|
114,201
|
184,484
|
Net loss for the period / year
|
|
(10,192,120)
|
(2,614,897)
|
(18,251,555)
|
|
|
|
|
|
Earnings per share – basic and diluted:
|
|
|
|
|
Ordinary
|
|
£(0.42)
|
£(0.08)
|
£(0.89)
|
C Share
|
|
-
|
£(0.05)
|
£(0.05)
|
All items in the above statement are derived from continuing operations.
CONDENSED CONSOLIDATED BALANCE SHEET
As at 30 September 2008, expressed in £ sterling
|
|
30 September 2008 |
30 September 2007 |
31 March 2008 |
|
|
£ |
£ |
£ |
|
|
|
|
|
Non-current assets |
|
|
|
|
Investments at fair value through profit or loss |
|
53,571,431 |
76,349,998 |
63,621,965 |
|
|
|
|
|
Current assets |
|
|
|
|
Other receivables |
|
796,399 |
1,048,552 |
797,602 |
Dividends and interest receivable |
|
163,683 |
290,620 |
296,296 |
Amounts due from brokers |
|
- |
292,334 |
248,428 |
Cash and cash equivalents |
|
655,283 |
3,841,043 |
792,292 |
|
|
1,615,365 |
5,472,549 |
2,134,618 |
|
|
|
|
|
Total assets |
|
55,186,796 |
81,822,547 |
65,756,583 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Amounts due to brokers |
|
467,401 |
609,815 |
957,828 |
Interest bearing loans |
|
2,250,000 |
- |
750,000 |
Creditors and accrued expenses |
|
670,874 |
1,923,262 |
740,603 |
|
|
3,388,275 |
2,533,077 |
2,448,431 |
|
|
|
|
|
Net assets |
|
51,798,521 |
79,289,470 |
63,308,152 |
|
|
|
|
|
Shareholders' equity |
|
|
|
|
Called up share capital |
|
12,063,324 |
20,638,610 |
12,393,708 |
Share premium |
|
42,894,039 |
34,993,797 |
42,894,039 |
Capital redemption reserve |
|
1,246,500 |
1,246,500 |
1,246,500 |
Other reserves |
|
(4,405,342) |
22,410,563 |
6,773,905 |
|
|
|
|
|
Total equity shareholders' funds |
|
51,798,521 |
79,289,470 |
63,308,152 |
|
|
|
|
|
|
|
|
|
|
Net Asset Value per Share - basic and diluted: |
|
|
|
|
Ordinary |
|
£2.15 |
£3.19 |
£2.55 |
C Share |
|
- |
£1.10 |
- |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2008, expressed in £ sterling
|
|
Six months ended |
Six months ended |
Year ended |
|
|
30 September 2008 |
30 September 2007 |
31 March 2008 |
|
|
£ |
£ |
£ |
|
|
|
|
|
Equity at beginning of period / year |
|
63,308,152 |
81,904,367 |
81,904,367 |
|
|
|
|
|
Loss for the period / year |
|
(10,192,120) |
(2,614,897) |
(18,251,555) |
|
|
|
|
|
Total recognized income and expenses |
|
(10,192,120) |
(2,614,897) |
(18,251,555) |
|
|
|
|
|
Issued share capital during period / year |
|
|
|
|
- Ordinary shares |
|
- |
- |
25,683,185 |
|
|
|
|
|
|
|
- |
- |
25,683,185 |
|
|
|
|
|
Reduction in share capital during the period / year |
|
|
|
|
- Ordinary shares |
|
(1,317,511) |
- |
(89,886) |
- C shares |
|
- |
- |
(25,937,959) |
|
|
(1,317,511) |
- |
(26,027,845) |
|
|
|
|
|
Equity at end of period / year |
|
51,798,521 |
79,289,470 |
63,308,152 |
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the six months ended 30 September 2008, expressed in £ sterling
|
|
Six months ended |
Six months ended |
Year ended |
|
|
30 September 2008 |
30 September 2007 |
31 March 2008 |
|
|
£ |
£ |
£ |
|
|
|
|
|
Net cash (outflow) from operating activities |
|
(327,777) |
(1,750,699) |
(5,232,501) |
|
|
|
|
|
Financing Activities |
|
|
|
|
Reduction of shares |
|
(1,317,511) |
- |
(344,659) |
Proceeds of borrowings |
|
1,500,000 |
- |
750,000 |
Cash flow from financing activities |
|
182,489 |
- |
405,341 |
|
|
|
|
|
Net (decrease) / increase in cash and cash equivalents |
|
(145,288) |
(1,750,699) |
(4,827,160) |
|
|
|
|
|
Cash and cash equivalents at beginning of period / year |
|
792,292 |
5,593,509 |
5,593,509 |
Exchange movements |
|
8,279 |
(1,767) |
25,943 |
|
|
|
|
|
Cash and cash equivalents at end of period / year |
|
655,283 |
3,841,043 |
792,292 |
NOTES TO THE CONDENSED SET OF FINANCIAL STATEMENTS
1. General
Oryx International Growth Fund limited (the 'Company') was incorporated in Guernsey on 2 December 1994 and commenced activities on 3 March 1995.
The above results comprise an abridged version of the Company's unaudited interim report and condensed financial statements for the six months ended 30 September 2008. Copies of the accounts will be sent to shareholders by 30 November 2008 and will be available on the Company's website www.oryxinternationalgrowthfund.co.uk and from the Company's registered office at BNP Paribas House, 1 St Julian's Avenue, St Peter Port, Guernsey GY1 1WA.
Oryx C Shares
On 26 July 2006 the Company acquired the entire issued share capital of Baltimore plc. Under the terms of the offer, the consideration payable for these shares was in the form of an issue of a new class of shares, Oryx C Shares, whereby each Baltimore shareholder was entitled to 1,000 Oryx C Shares for every 5,319 Baltimore shares held.
On 26 July 2006, Oryx C Shares were issued as a result of Baltimore shareholders holding 140,286,701 Baltimore shares accepting the offer.
At a Directors' meeting on 3 October 2006 it was resolved that the Company acquire all the remaining shares in Baltimore pursuant to a compulsory acquisition procedure.
On 12 October 2007 the Oryx C Shares were converted into Oryx Ordinary Shares whereby each Oryx C Shareholder was entitled to 34,581 Oryx Ordinary shares for every 100,000 Oryx C Shares held.
AOT Merger
On 23 February 2007 the Company merged with American Opportunity Trust PLC ('AOT'). The merger was effected through a court approved scheme whereby the share capital of AOT was cancelled and its assets and liabilities were transferred to the Company. Shareholders in AOT received 5,586,686 new ordinary shares in the Company.
2. Accounting Policies
Basis of Accounting
The annual financial statements are prepared in accordance with International Financial Reporting Standards ('IFRS'). The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting. The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Company's latest annual audited financial statements.
The financial statements have been prepared on the historical cost basis except for the revaluation of certain financial instruments. The principal accounting policies are set out below. The preparation of financial statements in conformity with International Financial Reporting Standards requires the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
a) Income Recognition
Dividends arising on the Group's listed and unlisted investments have been accounted for on an ex-dividend basis. Deposit interest is accrued on a day-to-day basis. Loan interest is accounted for using the effective interest method. All income is shown gross of any applicable withholding tax.
b) Investments
Classification
All investments of the Group are designated into the financial assets at fair value through profit or loss category. The investments are purchased mainly for their capital growth and the portfolio is managed, and performance evaluated, on a fair value basis in accordance with the Group's documented investment strategy. Therefore the Directors consider that this is the most appropriate classification.
This category comprises financial instruments designated at fair value though profit or loss upon initial recognition - these include financial assets that are not held for trading purposes and which may be sold. These are principally investments in listed and unlisted equities.
Measurement
Financial instruments are measured initially at fair value being the transaction price. Subsequent to initial recognition, all instruments classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Income Statement. Transaction costs are separately disclosed in the Income Statement.
Fair value measurement principles
Listed investments have been valued at the bid market price ruling at the balance sheet 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 Balance Sheet date, the bid market or closing price on the preceding business day.
Unlisted investments traded on AIM have been valued at their published bid prices at the Balance Sheet date. Unlisted investments where there is not an active market are valued using an appropriate valuation technique so as to establish fair value at the Balance Sheet date. 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 reduced to reflect fair value. Estimates are based on the best information at the time but actual results may vary from these estimates.
Gains and losses arising from changes in the fair value of investments are included in the Income Statement in the period in which they arise.
For certain of the Group's financial instruments, including cash and cash equivalents, interest and other receivables and accrued expenses, the carrying amounts approximate fair value due to their immediate or short-term maturity.
Derecognition of financial assets occur when the rights to receive cash flows from financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.
Transaction costs applicable to investment transactions have been recognised in the Income Statement.
c) Other receivables
Other receivables do not carry any interest and are short term in nature and are accordingly stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.
d) Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand and short term deposits in banks.
e) Other Accruals and Payables
Other accruals and payables are not interest bearing and are stated at their nominal value.
f) Foreign Currency Translation
Items included in the Group's financial statements are measured using the currency of the primary economic environment in which it operates (the 'functional currency'). This is the pound sterling which reflects the Group's primary activity of investing in sterling securities. The Group's shares are also issued in sterling.
Foreign currency assets and liabilities have been translated at the exchange rates ruling at the Balance Sheet date. Transactions in foreign currency during the period have been translated into pounds sterling at the spot exchange rate in effect at the date of the transaction. Realised and unrealised gains and losses on currency translation are recognised in the Income Statement.
g) Realised and Unrealised Gains and Losses
Realised gains and losses arising on the disposal of investments are calculated by reference to the cost attributable to those investments and the sales proceeds, and are included in the Income Statement. Unrealised gains and losses arising on investments held at the Balance Sheet date are also included in the Income Statement.
h) Financial Liabilities
All bank loans and borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs where applicable. After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost. Any difference between cost and redemption value has been recognised in the Income Statement over the period of the borrowings on an effective interest basis.
Financial liabilities are derecognised from the balance sheet only when the obligations are extinguished either through discharge, cancellation or expiration.
i) Equity
Share Capital represents the nominal value of equity shares.
Share Premium Account represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.
Reserves include all current and prior results as disclosed in the Income Statement.
j) Expenses
Expenses are recognised in the Income Statement upon utilisation of the service or at the date they are incurred. Expenses in relation to the placing of C Shares were borne by the subscribers of the C Shares and have been written off against share premium.
k) Consolidation
These consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary undertakings, Baltimore plc and American Opportunity Trust PLC. The results of the subsidiary undertakings and the businesses acquired are included in the Consolidated Income Statement. The investments in the wholly owned subsidiaries are included in the accounts of the parent company at cost less any provisions for impairment.
3. Share Capital and Share Premium
a) Authorised Share Capital
|
|
|
|
|
Number of Shares |
|
£ |
Authorised: |
|
|
|
|
|
|
|
Ordinary shares of 50p each |
|
|
|
|
90,000,000 |
|
45,000,000 |
|
|
|
|
|
|
|
|
b) Ordinary Shares cancelled - 1 April 2008 to 30 September 2008
Ordinary Shares of 50p each and Management Shares of 50p each |
|
Number of Shares |
|
Share Capital £ |
|
Share Premium £ |
At 1 April 2008 |
|
24,787,416 |
|
12,393,708 |
|
42,894,039 |
Share reorganisation |
|
(135,767) |
|
(67,884) |
|
- |
Share buy back |
|
(525,000) |
|
(262,500) |
|
- |
At 30 September 2008 |
|
24,126,649 |
|
12,063,324 |
|
42,894,039 |
On 29 August 2008 the Company undertook a capital reorganisation that involved the consolidation and then subdivision of the Company's share capital. This resulted in the purchase by the Company and then cancellation of 135,767 fractional shares.
On 4 September 2008, the Company purchased for cancellation 525,000 of its Ordinary Shares at a price of 200p per Ordinary Share.
4. Other Reserves
|
|
31 March 2008 £ |
|
Movement £ |
|
30 September 2008 £ |
Net investment income |
|
1,423,941 |
|
836,520 |
|
2,260,461 |
Realised gain on investments |
|
24,508,308 |
|
2,798,001 |
|
27,306,309 |
Loss on foreign currency transactions |
|
(888,413) |
|
8,279 |
|
(880,134) |
Unrealised loss on revaluation of investments held |
|
(13,766,169) |
|
(13,834,920) |
|
(27,601,089) |
Repurchase of ordinary shares |
|
(3,174,872) |
|
(987,127) |
|
(4,161,999) |
Repurchase of warrants |
|
(8,179) |
|
- |
|
(8,179) |
Discount on repurchase of Convertible Loan Stock |
|
(1,320,711) |
|
- |
|
(1,320,711) |
|
|
6,773,905 |
|
(11,179,247) |
|
(4,405,342) |
5. Cash Flows from Operating Activities
|
|
Six months ended 30 September |
|
Six months ended 30 September |
|
Year ended 31 March |
|
|
2008 |
|
2007 |
|
2008 |
|
|
£ |
|
£ |
|
£ |
Net loss for the period / year |
|
(10,192,120) |
|
(2,614,897) |
|
(18,251,555) |
|
|
|
|
|
|
|
Realised gains on investments |
|
(2,798,001) |
|
(1,045,960) |
|
(869,064) |
Movement in unrealised loss on revaluation of investments |
|
13,834,920 |
|
3,841,229 |
|
19,781,604 |
Loss / (gain) on foreign currency translation |
|
(8,279) |
|
1,767 |
|
(25,943) |
|
|
11,028,640 |
|
2,797,036 |
|
18,886,597 |
|
|
|
|
|
|
|
Purchase of investments |
|
(19,964,966) |
|
(44,212,358) |
|
(51,947,456) |
Proceeds from sale of investments |
|
18,736,582 |
|
41,185,891 |
|
46,178,441 |
|
|
(1,228,384) |
|
(3,026,467) |
|
(5,769,015) |
|
|
|
|
|
|
|
Decrease in dividends and interest receivable |
|
132,613 |
|
114,639 |
|
108,963 |
Decrease in debtors |
|
1,203 |
|
787,259 |
|
783,437 |
(Decrease) / increase in creditors and accrued charges |
|
(69,729) |
|
191,731 |
|
(990,928) |
|
|
64,087 |
|
1,093,629 |
|
(98,528) |
|
|
|
|
|
|
|
|
|
(327,777) |
|
(1,750,699) |
|
(5,232,501) |
|
|
|
|
|
|
|
6. Reconciliation of Net Asset Value to Published Net Asset Value
|
|
30 September |
|
30 September |
|
31 March |
|
|
|
2008 |
|
2007 |
|
2008 |
|
Ordinary Shares |
|
£ |
£ per share |
£ |
£ per share |
£ |
£ per share |
Published Net Asset Value |
|
52,784,399 |
2.19 |
52,152,928 |
3.21 |
64,450,230 |
2.60 |
Management Shares in issue |
|
|
|
1 |
- |
1 |
- |
Unrealised loss on revaluation of investments at bid / mid price (ref note 6(a) below) |
|
(985,878) |
(0.04) |
(249,871) |
(0.02) |
(948,691) |
(0.04) |
Reduction in value of investment |
|
- |
|
- |
- |
(219,775) |
(0.01) |
Adjustment to accruals |
|
- |
|
(125,058) |
- |
26,387 |
- |
Net Asset Value attributable to shareholders |
|
51,798,521 |
2.15 |
51,778,000 |
3.19 |
63,308,152 |
2.55 |
|
|
|
|
|
|
|
|
C Shares |
|
|
|
|
|
|
|
Published Net Asset Value |
|
- |
- |
27,493,392 |
1.11 |
- |
- |
Unrealised loss on revaluation of investments at bid / mid price (ref note 6(a) below) |
|
- |
- |
(193,920) |
(0.01) |
- |
- |
Cancellation of C class shares received as part of proceeds on underlying investment (ref note 6(b) below) |
|
- |
- |
254,772 |
- |
- |
- |
Adjustment to accruals |
|
- |
- |
(42,774) |
- |
- |
- |
Net Asset Value attributable to shareholders |
|
- |
- |
27,511,470 |
1.10 |
- |
- |
|
|
|
|
|
|
|
|
(a) In accordance with International Financial Reporting Standards the Group's long investments have
been valued at bid price. However, in accordance with the Group's principal documents the Net Asset Value reported each month reflects the investments being valued at the closing, last or mid- market (as the Directors in all circumstances consider appropriate) price as notified to the Group on the valuation day by a member of the stock exchange concerned. Certain investments remain at fair value as determined in good faith by the Directors.
(b) As part of the proceeds of the sale of an underlying investment in September 2007 the C Class
received a total of 249,777 Oryx C shares. Instructions for the cancellation of the shares were placed
immediately but the cancellations did not take place until October 2007.
7. Earnings per Share and Net Asset Value per Share
The calculation of basic earnings per share for the Ordinary Share is based on a loss of £10,192,120 (30 September 2007 - £1,343,476, 31 March 2008 - £18,251,555) and an average number of shares in issue during the period of 24,689,085 shares (30 September 2007 - 16,252,774 shares, 31 March 2008 - 20,529,829 shares). In accordance with IAS 33 - Earnings Per Share, the diluted earnings per share is also disclosed. At 30 September 2008 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 £51,798,521 (30 September 2007 - £51,778,000, 31 March 2008 - £63,308,152) and the number of shares in issue at the period end of 24,126,649 shares (30 September 2007 - 16,252,772 shares, 31 March 2008 - 24,787,416 shares). In accordance with IAS 33 - Earnings Per Share, the diluted Net Asset Value per share is also disclosed. At 30 September 2008 there was no difference in the diluted Net Asset Value per share calculation for the Ordinary Shares.
8. Related Parties
The Manager and Investment Adviser are considered to be related parties. The fees paid are included in the Consolidated Income Statement. At 30 September 2008 £102,127 included in creditors and accrued expenses was payable to the Investment Adviser.
The Directors are also considered to be related parties and their fees are disclosed in the Consolidated Income Statement. At 30 September 2008 £33,523 included in creditors and accrued expenses was payable to the Directors.
There were no transactions between the Company and its subsidiaries in the period and at 30 September 2008 £26,912,000 was due to Baltimore plc.
Enquiries:
Sara Radford
BNP Paribas Fund Services (Guernsey) Limited Tel: 01481 750858
Alastair Moreton
Richard Tulloch
Arbuthnot Securities Limited Tel: 020 7012 2000