Final Results - Replacement
VietNam Holding Limited
14 September 2007
The following replaces the audited financial statements for the year ended 30
June 2007 that was released today at 7 a.m. (London time) under RNS number
8411D. A minor amendment has been made to note 4 of the financial statements
('Share Capital').
VietNam Holding Limited
(a company incorporated with limited liabilities in the Cayman Islands)
Audited Financial Statements
30 June 2007
Vietnam Holding Limited (the 'Company') is pleased to announce the final results
for the year ended 30 June 2007. The full Report was approved by the Directors
on 10 September 2007 and will be posted to shareholders shortly. The full report
is also available from the offices of Vietnam Holdings Asset Management Limited
at Gartenstrasse 19 8002 Zurich.
Directors Report
In our first full year of operation, both Vietnam Holding Limited ('VNH') and
our Investment Manager, Vietnam Holding Asset Management ('VNHAM'), witnessed
an unprecedented performance in the Vietnam securities markets. Total market
capitalization climbed from USD2.8 billion at June 30, 2006 to USD16.94 billion
at June 30, 2007. The country's real GDP for 2006 is estimated to have grown by
8.17%. VNH, and the entire investment community, celebrated a major historical
milestone when Vietnam was admitted to the World Trade Organization (WTO) in
January, 2007.
Notwithstanding the rapidly ascending VN Indices and local OTC market
valuations, VNHAM remained disciplined in its investment approach, building a
diversified portfolio that is well positioned for long term capital growth. As
of June 30, 2007 our investments in securities were USD70.35 million. Of the
USD70.35 million in Securities, a total of USD55.85 million was held in
equities. The remainder consisted of bonds. We also held USD5.24 million in
reverse repurchase agreements.
The equities portfolio was comprised of 24 companies in construction and
materials, food and beverage, oil and gas, chemicals, industrial goods,
services, utilities and other key sectors. VNHAM's focus on adding shareholder
value to our existing and prospective portfolio companies has enabled VNH to
obtain strategic stakes in Binh Minh Plastics and Vinacafe.
After taking into account USD23.38 million in Net Investment Income, which was
partially offset by operating expenses and performance fees, the net asset value
of VNH increased to USD124.76 million at fiscal year-end 2007. Operating
Expenses that primarily included contractual fees and expenses paid to our
service providers and advisers totalled USD3.85 million representing an expense
ratio of 3.1%. In addition a performance fee of USD 2.85 million will be paid
to VNHAM.
During the past year, the Investment Committee of the VNH Board of Directors met
five times, either separately or with VNHAM, as appropriate, to review, discuss
and approve investments in Binh Minh Plastics, PetroVietnam Insurance, Bao Viet
Insurance, PetroVietnam Fertilizer, Ba Ria Power Plant, PetroVietnam Drilling,
and others. Jointly with VNHAM, the Committee established liquidity management
policies, investment approval and submission procedures and supporting
methodologies.
The VNH Audit Committee accomplished several key initiatives, including the
selection of Ernst and Young to perform all VNH internal audit functions. The
Committee also worked closely with VNHAM in establishing an overall business
control framework as a basis for risk management and future internal audit
testing. Based on the recommendations of the Audit Committee, the VNH Board
approved a Financial Policies Procedures memorandum and the appointment of KPMG
Luxemburg as our external auditors for fiscal year 2007.
The VNH Board is also forming a Corporate Governance Committee which will be
chaired by Professor Rolf Dubs. The Committee will focus on the governance of
VNH and on our relationships with multiple constituents, including VNHAM and its
affiliates, employees, directors, and shareholders. We continue to share best
practices in corporate governance with our portfolio companies by offering
workshops and technical assistance programs as mutually deemed appropriate. In
these ways, corporate governance remains an integral part of our investment and
operating strategies.
As Vietnam continues to integrate with the international trade and investment
communities, erratic capital market conditions worldwide may potentially affect
the domestic investment environment as well. VNH and VNHAM, however, are
committed to grow with Vietnam-based companies whose values are supported by
underlying business potential, sound financial fundamentals, and corporate
integrity. With these guidelines and the hard work of the VNHAM staff in
Vietnam and Switzerland, we strive to continue the healthy growth of your
investment.
Sincerely, and on behalf of the entire VNH Board,
Min Hwa Hu Kupfer
Chairperson
Investment Manager's Report
Vietnam remains an attractive and growing investment market, offering
substantial reward for the skilled investor. It is also proving to be a market
that requires careful analysis, accurate value assessment and patience. Vietnam
Holding is proud of its first year performance, our many organizational
accomplishments, and the high-quality professionals who now comprise our
excellent Vietnam Holding Asset Management team in Vietnam and Switzerland.
We dedicated our initial fiscal year to establishing licensed offices in Ho Chi
Minh City, Hanoi and Zurich; to attracting and developing a quality team of
employees, board members and advisors; and to the process of investing capital
in securities with realistic valuations and excellent long term potential. The
success we have had in each of these endeavors is due to the continued hard work
of a talented group of professionals working together in pursuit of our common
goals. We appreciate their efforts and dedication.
The strength of the investment market in Vietnam is a reflection of the strength
of the country. In 2006, the economy of Vietnam continued to grow and diversify.
Real GDP increased by 8.2%, the highest rate of any country in Southeast Asia
and one of the highest in the world. Even more impressive is the diversity of
the growth, which gained strength in a wide range of manufacturing,
agricultural, raw material, tourism, and service sectors. The country and its
people are undergoing major transitions in the scope of industrialization, the
pace of development, the skills and capacity of government, and in lifestyle.
The quality of the growth continues to be very high. Unrest, political
demonstrations and even religious tensions are distinctly absent. And everyone,
it seems, is playing a part in the growth story. The streets of the cities are
buzzing. The countryside continues to produce a bountiful harvest, but new
factories now compete with rice fields for space and attention. A young and
growing workforce already represents nearly 50% of the population. People are
working harder and enjoying increasing benefits. Their goal is a better life for
themselves and their families, and a better Vietnam.
While signs of change are everywhere, they are perhaps nowhere as obvious as in
the securities markets, and in the newly privatized companies that propel them.
Market capitalization on Vietnam's two trading centers in Hanoi and Ho Chi Minh
City has increased to nearly USD17 billion on June 30, 2007 from just USD2.8
billion only one year ago. The number of listed companies jumped from 44 to 196
in just the last two years, and many newly equitized companies are lining up to
join them. The moving force behind this have been the newly equitized State
Owned Enterprises (SOE's) that are the engines of change in Vietnam's emergence
as a global player. These companies have also been the focus of our investment
efforts, and the source of our investment success.
After building our initial team, active investment efforts began in September
2007 with a net asset value of USD108 million, or USD1.93 per share. At the end
of the fiscal year on June 30, 2007, these numbers had grown to USD124.7 million
and USD2.22 respectively. The upward movement in these measures and of the
market itself was not continuous. The market has demonstrated vulnerability and
risk. It is also important to note that, in our view, it has grown on the basis
of exuberant enthusiasm over the miracle of overvalue. The average price/
earnings (PE) ratio of the companies in the HCMC securities trading center was
31 at the end of June this year, having reached a high of 37 in February 2007.
By comparison, the average PE for the companies comprising the MSCI (Morgan
Stanley Capital International) Emerging Market Index was about 16 at mid-year
2007.
Our task has been to identify and buy securities at prices with a promise of
real value and long term return. This report provides details on the results of
these efforts and the portfolio they have produced. It gives summary data on
the overall portfolio and the specifics of our five largest investments.
As we continue comprehensive efforts to build a high return, value based
portfolio, we have moved forward in important ways with our commitments to
corporate governance. In cooperation with the Vietnamese government's State
Securities Commission, we have published a useful dual-language brochure titled,
'Building Good Corporate Governance Practice in Vietnam'.
We have also planned a number of open presentations, to be called 'VNH Forum'.
We launched the first VNH Forum at the end of August with an overview of the
various key corporate governance disciplines. This Forum was conducted on the
subject of Comprehensive Corporate Governance by global authority Professor
Martin Hilb. It will be followed by quarterly events during which the different
topics will be covered in greater depth. Another informational program for
smaller audiences, to be called 'VNH Focus,' is scheduled to begin later this
year.
The important philanthropic work of the VNH Foundation is well underway. With
initial funding from VNH founders and a large incentive fee contribution, the
Foundation has already arranged over 35 corrective surgeries for children with
birth defects and injuries in the central provinces, and built a new home and
workplace for 25 handicapped children there.
As we proceed with these efforts to improve the communities in which we work and
invest, we direct our team of employees, management, board members and advisors
to our principal goal. That continues to be the identification, analysis, and
management of securities with long term value for all of our stakeholders. We do
so in an uncertain market, rife with informed predictions of imminent
correction. In view of the extensive and often unjustified market gains of the
last 9 months, such a correction may be inevitable. While striving to best time
our market entries, we will continue to build your portfolio on the basis of
provable value and a long term perspective.
Our thanks to all stakeholders, particularly to you, the Vietnam Holding
shareholders. Your loyalty and your gain are our reward.
Sincerely,
Juerg Vontobel, Chairman
Balance Sheet as at June 30, 2007
01.07.06 15.06.06
to 30.06.07 to 30.06.06
Note USD USD
Assets
Cash and cash equivalents 2 51,396,716 108,099,247
Receivables from reverse repurchase 2 5,242,209 -
agreements
Investments in securities at fair value 2 70,353,957 -
Accrued interest on bonds and dividends 414,973 -
receivable
Accrued Interest on deposits 167,517 -
Amounts due from brokers 299,766 -
Prepaid expenses - 277,237
Total assets 127,875,138 108,376,484
Liabilities
Accrued expenses 3,118,811 303,394
Total liabilities 3,118,811 303,394
Net assets attributable to holders of 124,756,327 108,073,090
redeemable
shares
The financial statements were approved by the Directors on September 10th, 2007
and were signed on its behalf by:
Min-Hwa Hu Kupfer Nguyen
Quoc Khanh
Chairperson of the Board Director and
Chairman of the Audit Committee
The notes at the end of this release form an integral part of these financial
statements.
Income Statement for the year ended June 30, 2007
01.07.06 For the
period from
15.06.06
to 30.06.07 to 30.06.06
Notes USD USD
Income
Interest income 5 5,135,846 358,563
Dividend income 262,274 -
Realised gain on investments 4,862,383 -
Net foreign exchange loss 2 -48,739 -
Movement in unrealised gain on investments 2 13,167,622 -
Net investment income 23,379,386 358,563
Expenses
Investment Management fee 6 2,318,008 89,917
Performance fee 6 2,849,276 -
Advisory fees 122,603 3,854
Formation Expenses - 4,627,542
Administration and accounting fees 8 117,022 5,328
Custodian fee 7 303,935 13,852
Director fees and expenses 6 357,052 42,667
Brokerage fees 40,969 2,313
Audit fees 60,106 -
Insurance and registar fees 137,269 -
Transfer agent fees 19,269 -
Administration expenses 151,865 -
Risk management expenses 218,775 -
Operating expenses before finance costs 6,696,149 4,785,473
Change in net assets attributable to holders 16,683,237 -4,426,910
of redeemable shares
The notes at the end of this release form an integral part of these financial
statements.
Statement of changes in net assets attributable to holders of redeemable shares
for the year ended June 30, 2007
01.07.06 For the period
from 15.06.06
to 30.06.07 to 30.06.06
Notes USD USD
Net assets at the beginning of the year 108,073,090 -
Change in net assets attributable to holders
of redeemable shares as a result of operations 16,683,237 -4,426,910
Issue of redeemable shares during the year/ 4 - 112,500,000
period
Net assets at the end of the year/period 124,756,327 108,073,090
The net asset per share was as per June 30, 2007 USD 2.218 (June 30, 2006 USD 1.921)
The notes at the end of this release form an integral part of these financial
statements.
Statement of Cash Flows for the year ended June 30, 2007
01.07.06 For the period
from 15.06.06
to 30.06.07 to 30.06.06
USD USD
OPERATING ACTIVITIES:
Interest received 4,353,247 358,563
Dividend received 256,001 -
Operating expenses paid -3,603,494 -4,759,316
Payment from reverse repurchase agreements -6,067,692
Receipt from reverse repurchase agreements 1,002,814
Net foreign exchange loss
on operating activities -48,739 -
Cash flows from operating activities -4,107,863 -4,400,753
INVESTING ACTIVITIES
Purchase of investments -76,362,538 -
Proceeds from sale of investments 23,767,871 -
Cash flows from investing activities -52,594,667 -
FINANCING ACTIVITIES
Proceeds from issuance of redeemable shares - 112,500,000
Cash flow from financing activities - 112,500,000
Net decrease/increase in cash and cash equivalents -56,702,531 108,099,247
Cash and cash equivalents at the beginning of the 108,099,247 -
year/period
Cash and cash equivalents at the end of the year/ 51,396,716 108,099,247
period
The notes at the end of this release form an integral part of these financial
statements.
Notes to the Financial Statements
1 THE COMPANY
VietNam Holding Limited (the Company) is a closed-end investment holding company
incorporated on April 20, 2006 as an exempt company under the Companies Law in
the Cayman Islands and commenced its operations on June 15, to invest
principally in securities of former SOEs in Vietnam, prior to, at or after the
time such securities become listed on the Vietnam Stock Exchange, including the
initial privatisation of the SOEs. The Company may also invest in the securities
of private companies in Vietnam, whether Vietnamese or foreign owned, and the
securities of foreign companies if a significant portion of their assets are
held or operations are in Vietnam.
The investment objective of the Company is to achieve long-term capital
appreciation by investing in a diversified portfolio of companies that have high
growth potential at an attractive valuation.
Vietnam Holding Asset Management Limited (VNHAM) has been appointed as the
Company's Investment Manager and is responsible for the day-to-day management of
the Company's investment portfolio in accordance with the Company's investment
policies, objectives and restrictions. quondam vietnam partners Ltd. has been
appointed as VNHAM's Investment Advisor and is responsible for providing
strategic advice to VNHAM on a non-exclusive basis.
Credit Suisse (Luxembourg) has been appointed to act as custodian of the
Company's assets (as can be legally held outside of Vietnam). Vietnamese law
requires that the Company's shares in listed companies must be held by a
custodian registered as such in Vietnam and these assets will therefore be held
by the Vietnam sub-custodian. HSBC (Vietnam) has been appointed to act as
sub-custodian. Credit Suisse Asset Management Fund Service (Luxembourg) SA has
been appointed to act as the administrator of the Company and to provide a range
of administrative services to the Company (including the calculation of the Net
Asset Value).
The registered office of the Company is Card Corporate Service Ltd, Zephyr
House, Mary Street 122, Grand Cayman, Cayman Islands.
The financial statements were authorised for issue by the directors on September
10, 2007.
2 PRINCIPAL ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and interpretations adopted
by the International Accounting Standard Board.
(b) Basis of preparation
The financial statements are presented in USD and rounded to the nearest USD.
They are prepared on a fair value basis for financial assets and financial
liabilities at fair value through profit or loss or stated at amortised cost.
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities,
income and expense. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from the
estimates.
The estimated 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.
(c) Foreign currency translation
Transactions in foreign currencies other than the functional
currency are translated at the rate ruling on the dates of the transactions.
Monetary assets and liabilities, denominated in foreign currencies are
re-translated to USD at the rates ruling on the year-end date. Foreign currency
exchange differences arising on translation and realised gains and losses on
disposals or settlements of monetary assets and liabilities are included in the
income statement. Foreign currency exchange differences relating to financial
instruments held-for-trading are included in the realised and unrealised gains
and losses on those investments. All other foreign currency exchange differences
relating to other monetary items, including cash and cash equivalents, are
included in net foreign exchange gain and losses in the income statement.
2 PRINCIPAL ACCOUNTING POLICIES (continued)
(d) Financial instruments
(i) Classification
The Company designated all its investments into the financial assets at
fair value through profit and loss category.
The category of financial assets and financial liabilities at fair value through
profit and loss comprises:
Financial instruments held-for-trading. These include futures, forward
contracts, options, interest rate swaps and liabilities from short sales of
financial instruments. All derivatives in a net receivable position (positive
fair value), as well as options purchased, are reported as financial assets
held-for-trading. All derivatives in a net payable position (negative fair
value), as well as options written, are reported as financial liabilities
held-for-trading.
Financial instruments designated at fair value through profit and loss upon
initial recognition. These include financial assets that are not held for
trading purposes and which may be sold. These are investments in exchange-traded
debt and equity instruments, unlisted off-shore open-ended investments funds,
unlisted equity instruments and commercial paper.
Financial assets that are classified as loans and receivables include balances
due from brokers, receivables from reverse repurchase agreements and accounts
receivable.
Financial liabilities that are not at fair value through profit and loss include
balances due to brokers, payables under repurchase agreements, accounts payable
and financial liabilities arising on redeemable shares.
(ii) Recognition
The Company recognises financial assets held for trading on the trade date,
being the date they commit to purchase the instruments. From this date, any
gains and losses arising from changes in fair value of the assets or liabilities
are recorded.
Financial liabilities are not recognised unless one of the parties has performed
or the contract is a derivative contract not exempted from the scope of IAS 39.
(iii) Derecognition
A financial asset is derecognised when the Company no longer has control over
the contractual rights that comprise that asset. This occurs when the rights
are realised, expire or are surrendered.
Assets held-for-trading that are sold are derecognised, and corresponding
receivables from the buyer for the payment are recognised on the trade date,
being the date the Company commits to sell the assets.
A financial liability is derecognised when the obligation specified in the
contract is discharged, cancelled or expired.
The weighted average method is used to determine realised gains and losses on
derecognition.
(iv) Measurement
The financial statements are prepared on a fair value basis for derivative
financial instruments, financial assets and liabilities held for trading, except
those for which a reliable measure of fair value is not available. Other
financial assets and liabilities and non-financial assets and liabilities are
stated at amortised cost.
Valuation
Marketable securities are carried at fair value. The fair value of the
securities is based on their quoted price at the balance sheet date without any
deduction for transactions costs.
If quoted market prices are unavailable or do not, in the opinion of the Board
of Directors, represent probable realisable values, or if the securities are not
listed, the value of the relevant securities is ascertained by the Board
Directors in good faith using valuation methods which they consider fair in the
circumstances including quotes received from brokers and other third party
sources where possible.
Any increase or decreases in carrying values are recognized in the statement of
operations as an unrealised gain or loss.
(v) Gains and losses on subsequent measurement
Gains and losses arising from a change in the fair value of financial
instruments are recognised in the income statement.
(vi) Specific instruments
Cash and cash equivalents
Cash comprises current deposits with banks, fixed deposits, margin accounts and
bank overdrafts. Cash equivalents are short-term highly liquid investments that
are readily convertible to known amounts of cash, are subject to an
insignificant risk of changes in value, and are held for the purpose of meeting
short-term cash commitments rather than for investment or other purposes.
Reverse repurchase transactions
Securities purchased under agreements to resell (reverse repurchase agreements)
are reported as receivables and are carried in the balance sheet at amortised
cost.
Interest earned on reverse repurchase agreements and interest incurred on
repurchase agreements is recognised as interest income or interest expense, over
the life of each agreement using the effective interest method.
Forward foreign exchange contracts
Forward foreign exchange contracts are stated at market value, with the
resulting net realised and unrealised gains and losses reflected in the income
statement.
(e) Interest income and expense
Interest income and expense is recognised in the income statement on an accruals
basis.
Interest income includes the amortisation of any discount or premium on zero
coupon bonds, which is taken to income on the basis of yield to redemption, from
the date of purchase.
(f) Miscellaneous income
Miscellaneous income is recognised in the income statement on an accruals
basis.
(g) Formation expenses
Costs and expenses attributable to the establishment of the Company have been
written off in full.
(h) Offsetting
Financial assets and liabilities are offset and the net amount is reported in
the balance sheet when the Company has a legally enforceable right to set off
the recognised amounts and the transactions are intended to be settled on a net
basis or simultaneously, e.g. through a market clearing mechanism.
(i) Amounts due to/from brokers
Amounts due to/from brokers represent security purchases and sales transactions
which are contracted for but not yet delivered at the period end.
(j) Taxation
Under the current system of taxation in Cayman Islands, the Company is exempt
from paying taxes on income, profits or capital gain. Accordingly, no provision
for income taxes is made in these financial statements.
3 FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
Financial assets of the Company include investments, receivables from reverse
repurchase agreements, cash at banks and with brokers and debtors, prepaid
expenses and accrued income. Financial liabilities include bank loans and
overdrafts, creditors and accrued charges. Accounting policies for financial
assets and liabilities are set out in note 2.
The Company's investment activities expose it to various types of risk that are
associated with the financial instruments and the markets in which it invests.
The most important types of financial risk to which the Company is exposed are
market risk, credit risk and liquidity risk.
Asset allocation is determined by the Company's Investment Manager who manages
the distribution of the assets to achieve the investment objectives. Divergence
from target asset allocations and the composition of the portfolio is monitored
by the Investment Manager.
Market risk
Market risk is the risk that the value of a financial asset will fluctuate as a
result of changes in market prices, whether or not those changes are caused by
factors specific to the individual asset or factors affecting all assets in the
market. The Company will be exposed to market risk on all of its investments,
but in the case of its investments in Listed Companies, such market risk relates
to the Vietnamese market, which is at or near an all-time high, and other
exchanges, if any, where the Company's investments are to be listed.
Furthermore, there is no certainty that the market price of the Ordinary Shares
will fully reflect their underlying net asset value. Shares of closed-end
investment companies frequently trade at a discount to net asset value. This
characteristic of shares of a closed-end investment company is a risk separate
and distinct from the risk that the Net Asset Value may decrease.
The overall market positions are monitored on a regular basis by the investment
manager and the Board of Directors.
The Company's investments in securities are exposed to market risk and are
disclosed by the following generic investments type as follows:
2007 2006
Description Fair value in % of net Fair value in % of net
USD assets USD assets
Bonds and similar 14,502,837 11.62% 0 0.00%
investments
Shares and similar 55,851,120 44.77% 0 0.00%
investments
70,353,957 56.39% 0.00%
-
Currency risk
The Company may invest in financial instruments and enter into transactions
denominated in currencies other than its functional currency. Consequently, the
Company is exposed to risks that the exchange rate of its currency relative to
other currencies may change in a manner that has an adverse effect on the value
of that portion of the Company's assets or liabilities denominated in currencies
other than USD.
The Company may, however, enter into arrangements to hedge currency risks if
such arrangements become desirable and practicable in the future in the interest
of efficient portfolio management.
Assets Fair Assets Fair
value value
2007 2006
Currency USD USD
Vietnamese Dong 66,180,173 0
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail
to discharge an obligation or commitment that it has entered into with the
Company.
At June 30, 2007, the following financial assets were exposed to credit risk:
investments in debt instruments and receivables from reverse repurchase
agreements. Total carrying amount of financial assets exposed to credit risk
amounted to USD 20,153,747 (30.06.06: USD 0).
Credit risk arising on transactions with brokers relates to transactions
awaiting settlement and cash collateral provided against open contracts. Risk
relating to unsettled transactions is considered small due to the short
settlement period involved.
Liquidity risk
The Company, a closed-end investment company, will invest in Companies through
listings on the Vietnam Stock Exchange or on other stock exchanges. However, few
companies have listed shares on the Vietnam Stock Exchange and there is no
guarantee that the Vietnam Stock Exchange will provide liquidity for the
Company's investments in Unlisted Companies. The Company may have to resell its
investments in privately negotiated transactions.
The Company's shares are listed on AIM, a market designed primarily for emerging
or smaller companies to which a higher investment risk tends to be attached than
to larger or more established companies. An investment in shares quoted on AIM
may carry a higher risk than an investment in shares quoted on the Official List
of the United Kingdom Listing Authority. AIM has been in existence since June
1995 but its future success, and any liquidity in the market for the Company's
securities, cannot be guaranteed. An investment in Ordinary Shares may be
difficult to realise.
Interest rate risk
The Company will be exposed to interest rate risk, due to investment
in fixed interest rate bonds. The prices of these securities are sensitive to
interest rate fluctuations, and unexpected fluctuations in interest rates could
cause the valuations of the fixed interest rate bonds to move in a direction
which was not anticipated.
4 SHARE CAPITAL
The Ordinary Shares have been created pursuant to the Companies Law in the
Cayman Islands. The Company was incorporated with an authorised share capital of
$100,000,000 divided into 100,000,000 Ordinary Shares of $1.00 each. The one
Ordinary Share in issue was transferred to the Investment Manager on 28 April
2006 and purchased by the Company on June 15, 2006 for $1.00 and was immediately
cancelled.
On 6 June 2006, the Board resolved that up to 56,250,000 Ordinary Shares would
be allotted at a placing price of $2.00 per Ordinary Share at, but conditional
upon, Admission. The Ordinary Shares' ISIN number is KYG9361X1043.
Issued and fully paid 30.06.07 30.06.06
Balance at the beginning of the year 112,500,000 -
Issue of redeemable shares during the year - 112,500,000
Redemption of redeemable shares during the year - -
Balance at the end of the year 112,500,000 112,500,000
Redeemable shares
The Company's general intention is to reinvest the capital received on the sale
of investments. However, the Board may from time to time and in its discretion,
either use the proceeds of sales of investments to meet the Company's expenses
or distribute them to Shareholders. Alternatively, the Board may offer to redeem
Ordinary Shares with such proceeds for Shareholders pro rata to their
shareholding upon not less than 30 calendar days' notice to Shareholders
(subject always to applicable law) or purchase Ordinary Shares pursuant to a
tender offer to repurchase Ordinary Shares at a price not exceeding the last
published Net Asset Value per Share.
5 INTEREST INCOME
30.06.07 30.06.06
USD USD
Interest Income arises from: 3,864,248 358,563
Cash and cash equivalent
Investment in other debt securities and receivable
from reverse repurchase agreement
1,271,598 -
Total 5,135,846 358,563
6 RELATED PARTY TRANSACTIONS
Investment Management fees
The Manager is entitled to an investment management fee of 2% per
annum on the monthly net assets under management. The fee is payable monthly and
in advance and is calculated by reference to the NAV at the end of the preceding
month.
The Company will pay to the Investment Manager a performance bonus
each year at the rate of 20% of the annual increase in Net Asset Value over the
higher of an annualised hurdle rate of 5% and a 'high water mark' requirement.
At June 30, 2007, total fees owed to the Investment Manager were USD
2,318,008 (30.06.06: USD 89,917) as management fee and USD 2,849,276 (30.06.06:
USD 0) as performance fee of which USD 2,742,594 are included in accrued
expenses. At June 30, 2006, an amount of USD 180,400 was included in prepaid
expenses.
Directors' fees and expenses
The Board will determine the fees payable to each Director, subject to a maximum
aggregate amount of $350,000 per annum being paid to the Board as a
whole. The Company will also pay reasonable expenses incurred by the
Directors in the conduct of the Company's business including travel and other
expenses. The Company will pay for directors and officers liability insurance
coverage.
The charges for the year for the Directors fees were USD 254,333 (30.06.06: USD
42,667) and expenses were USD 102,719 (30.06.06: USD 0).
7 CUSTODIAN FEES
The custodian will receive a fee of 0.26% per annum of the value of
the assets held by it. The custodian will also charge fees for transactions and
is entitled to charge out-of-pocket and any third party expenses.
The charges for the year for the Custodian fees were USD 303,935
(30.06.06: USD 13,852) of which USD 81,475 (30.06.06: USD 13,852) are included
in accrued expenses.
8 ADMINISTRATION AND ACCOUNTING FEES
The Administrator will receive a fee of 0.1% per annum calculated on
the basis of the net assets of the Company during the last half year, with the
fee payable at the end of each half year, subject to an annual minimum amount of
100.000 USD per annum.
The charges for the year for the Administration and Accounting fees
were USD 117,022 (30.06.06: USD 5,327) of which USD 62,241 (30.06.06: USD 5,327)
are included in accrued expenses.
9 CONTROLLING PARTY
The Directors are not aware of any ultimate controlling party as at
30 June 2007 and 30 June 2006.
10 FAIR VALUE INFORMATION
For certain of the Company's financial instruments not carried at
fair value, such as cash and cash equivalents, debtors, prepaid expenses and
accrued income and creditors and accrued charges, the carrying amounts
approximate fair value due to the immediate or short term nature of these
financial instruments.
Other financial instruments are measured at fair value on the
statement of the net assets attributable to holders of redeemable shares.
Fair value estimates are made at a specific point in time, based on
market conditions and information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgement and therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
This information is provided by RNS
The company news service from the London Stock Exchange