Annual Financial Report
6 September 2011
Qatar Investment Fund Plc
Annual Financial Report for the year ended 30 June 2011
Qatar Investment Fund Plc ('QIF' or 'the Company'), the London-listed fund that invests in opportunities in Qatar and the Gulf Cooperation Council (GCC) region, has released its Annual Financial Report for the year ended 30 June 2011.
Highlights:
· Qatar was the best performing GCC market in the year ended 30 June 2011. The Qatar Exchange (QE) index rose 21.2 per cent buoyed by Qatar's winning bid to host the 2022 FIFA World Cup and the improved macroeconomic environment.
· The International Monetary Fund (IMF) expects Qatar to again be the fastest growing economy in the world, with a projected Gross Domestic Product (GDP) gain of 20% in 2011.
· Qatar remains the world's largest liquefied natural gas (LNG) exporter.
· Qatar's five year National Development Strategy for 2011-2016 predicts gross domestic investment will reach QAR820billion (US$225.3billion) with half of the revenues derived from the non-hydrocarbon sector.
· Qatar's stock market is attractively valued compared to others in the region in terms of growth and dividend yield.
Company Financials:
· Profit for the year of US$51.3 million, representing 21.98 cents per ordinary share.
· Net asset value increased 23 per cent (US$44.8 million) to US$240.4 million, which translates into a year-end Net Asset Value of US$1.03 per ordinary share (2010: US$0.84).
· Proposed dividend for 2011 of 2.7 cents per ordinary share (2010: 2.5 cents), an increase of 8 per cent from 2010.
Holdings as of June 30th 2011
· At 30 June 2011 the Company was invested in 16 companies in the GCC, with 15 in Qatar and 1 in Oman.
· Exposure to the banking sector stood at 56% of NAV at the end of 30 June 2011. Qatari banks are logical beneficiaries of planned infrastructure-related expenditure.
David von Simson, Chairman of QIF, commented:
"The Qatar Investment Fund Plc has maintained a fast pace of change this year. The new investing policy gives greater flexibility, the new name better reflects the purpose of the company, and the move to the LSE Main Market enhances its standing and attractions to investors.
"At a time of volatility in the wider region, Qatar stands out as a prosperous, well-managed and fast-growing economy with an unemployment rate of just 0.5%. The Qatari government is maintaining a high level of infrastructure spending within a conservative budget.
"The IMF calculates that Qatar leads the world with GDP per capita of over $75,000 and forecasts Qatar will be the fastest growing economy in the world in 2011."
The Qatar Investment Fund offers investors exposure via an investment company listed in London, with the investment adviser based on the ground in Doha, Qatar.
For further information:
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Qatar Investment Fund Plc - +44 (0) 20 7451 4500 David von Simson
Panmure Gordon - +44 (0) 20 7459 3600 Richard Gray Andrew Potts
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Oriel Securities - +44 (0) 20 7710 7600 Joe Winkley Neil Winward
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Maitland - +44 (0) 20 7379 5151
William Clutterbuck
Sam Turvey
Chairman's Statement
On behalf of the Board, I am pleased to present the Annual Report and Accounts of the Company for the year ended 30 June 2011.
As we have seen, it has been an eventful year for the Company, for Qatar, and for the whole region.
Our first ever dividend, which we proposed to shareholders at this time last year, was approved and paid. We then prepared for a move from the Alternative Investment Market (AIM) to a full listing on the main market of the London Stock Exchange (LSE). This was completed in May 2011.
We asked shareholders for approval to simplify the Company's name, from Epicure Qatar Equity Opportunities plc, to our new name, Qatar Investment Fund plc, and this too was approved.
Your Board also decided to renegotiate elements of our Investment Management Agreement with Epicure Managers Qatar Limited, to make the terms more favourable to shareholders. This included the need to achieve outperformance of an agreed index benchmark, rather than absolute performance above a hurdle rate, before performance fees are paid. A new investing policy was agreed, giving greater flexibility, and the performance fee percentage was reduced from 20 per cent. to 15 per cent.
There have been further developments since the balance sheet date, and I report on those below.
Turning to the markets in which we operate, the award of the 2022 Fédération Internationale de Football Association (FIFA) World Cup to Qatar, although in the view of the Board relatively minor in terms of its immediate economic impact on the Company, nevertheless brought Qatar to the world's attention. This was followed by more seismic events in the region which have highlighted Qatar's unique position.
The so-called Arab Spring was triggered in December 2010 with the death of a vegetable seller in Tunisia. The event was brought to the world's attention by Al-Jazeera, the Qatar based news channel. From the start, Qatar placed itself firmly at the liberal, pro-reform end of the spectrum. When the North Atlantic Treaty Organisation (NATO) sought support from the Arab League for humanitarian intervention in Libya, Qatar was the first to offer military support, as well as financial and trading assistance to the National Transition Council. Meanwhile Doha hosted conferences in furtherance of the Arab Spring, and Al Jazeera resisted efforts by regimes in North Africa to stifle its voice.
These progressive moves helped shift western perceptions from the mistaken idea that all countries in the Middle East and North African (MENA) region share the same problems and challenges. Your Board and its advisers engaged in intensive efforts during this period, to reassure investors and the markets through press and television appearances, about the inherent stability and good governance of Qatar. It is gratifying to note that the share price held up well throughout these turbulent times.
At a time of volatility in the wider region, Qatar stands out as a prosperous, well-managed and fast-growing economy. The unemployment rate is just 0.5%. The IMF calculates that Qatar leads the world with Gross Domestic Product (GDP) per capita of over $75,000 and forecasts Qatar will be the fastest growing economy in the world in 2011.
Results
Our financial results show a profit for the year of US$51.3 million, representing 21.98 cents per ordinary share. In terms of net asset value, we recorded an increase of US$44.8 million to US$240.4 million, which translates into a year-end figure of US$1.03 per ordinary share (2010: US$0.84), an increase of 23 per cent. Dividends paid during the year were US$5.8 million and the total cost of share buybacks was US$397,000.
The total expense ratio ("TER") for the year under review was inflated by listing costs (relating to the move to the LSE's main market) of US$1.23 million, and amounted to 2.6%. Excluding these, the TER would have been 2.07% (2010: 2.06%). Your Board is determined to bring this expense ratio significantly below 2% on an ongoing basis. Since the year-end, we have renegotiated the terms of our custody arrangements to arrive at a lower cost for the Company. Similar negotiations are being or will be undertaken with other service providers.
For the year ended 30 June 2011, the Company's NAV outperformed the QE Index by 144bps (1.44%) with the former increasing 22.62% net of all fees and expenses versus the QE Index performance of 21.18% for the same period. We note that the QE Index is not a total shareholder return index.
Share Buybacks
During the year, a total of 464,696 ordinary shares were purchased at prices ranging from US$0.69 to US$0.89, and are held in treasury. 60,000 shares, which were held in treasury at 30 June, 2010 have now been cancelled as they had been held for 12 months.
Proposed Dividend
For the year just ended, and in line with the Board's progressive dividend policy, it is proposed to pay on 4 November 2011 a dividend of 2.7 cents per ordinary share to shareholders on the register on 7 October 2011. This represents an increase of 8 per cent over the 2010 dividend of 2.5 cents per share.
The level of dividend is calculated based on a proportion of the dividends received during the year, net of the Company's attributable costs. Any undistributed income will be held in a revenue reserve for use in future dividend payments.
Outlook and Subsequent Events
Since our year end, world markets experienced a turbulent month of August, with investors becoming increasingly risk averse with a growing realisation that the developed world's debt crisis will cast a long shadow over this decade.
Your Board is confident that a gradual re-evaluation of what constitutes risk, will increase the investor appeal of parts of the world that benefit from long-term growth prospects that are both dependable and rapid. We believe that Qatar is preeminent in this respect, and the relative low valuation of its stock market only adds to that appeal.
Shareholders will also have noted that we have given precautionary notice of termination of the Investment Management Agreement due to the fact that a discontinuation vote will be put to shareholders at the annual general meeting in 2012, in accordance with the Company's articles of association. The Investment Management Agreement is terminable on a minimum of twelve months' notice, and in order to avoid the Company incurring unnecessary expense in the event that a discontinuation vote is passed, the Board determined that it would be prudent to give precautionary notice of termination. The Board will take steps to ensure that appropriate investment management and advisory arrangements are considered at the time of the discontinuation vote in 2012.
Finally, I would like to thank my colleagues on the Board, as well as our many advisers. The hectic pace at which we have driven change in the last twelve months has placed burdens on all of them, and I am grateful for their continued support.
David von Simson
Chairman
5 September 2011
Business Review
The following review is designed to provide information primarily about the Company's business and results for the year ended 30 June 2011. It should be read in conjunction with the Report of the Investment Manager and the Investment Adviser on pages 7 to 16 which gives a detailed review of the investment activities for the year and an outlook for the future.
Investment Objective and Strategy
The Company's investment objective is to capture, principally through the medium of the Qatar Exchange (formerly the Doha Securities Market), the opportunities for growth offered by the expanding Qatari economy by investing in listed companies or companies soon to be listed. The Company may also invest in listed companies, or pre-IPO companies, in other Co-operation Council for Arab States of the Gulf (GCC) countries.
The Company applies a top-down screening process to identify those sectors which should most benefit from sectoral growth trends. Fundamental industry and company analysis, rather than benchmarking, forms the basis for both stock selection and portfolio construction.
The Company's investment policy is on pages 17 to 19.
Performance Measurement and Key Performance Indicators
In order to measure the success of the Company in meeting its objectives and to evaluate the performance of the Investment Manager, the Directors take into account the following key performance indicators:
Returns and Net Asset Value
At each quarterly Board meeting the Board reviews the performance of the portfolio versus the Qatar Exchange (QE) Index (local benchmark) as well as the net asset value, income, share price and expense ratio for the Company.
Discount/Premium to Net Asset Value
At each quarterly Board meeting the Board monitors the discount/premium to net asset value. The Directors renew their authority at the annual general meeting in order to be able to make purchases through the market where they believe they can assist in narrowing the discount to net asset value. Any purchases will be made in accordance with the Listing Rules and the Law and ordinances made thereunder.
A board member is responsible for close monitoring of our share price, and working with our brokers to buy back shares when we believe appropriate so as to manage any discount to net asset value.
Yield
The Board monitors the dividend income of the portfolio and the amount available for distribution and considers the impact on the Company's annual dividend policy of future progressive dividend payments, subject to the absence of exceptional market events.
Principal Risks and Uncertainties
The Board confirms that there is an ongoing process for identifying, evaluating and managing or monitoring the key risks to the Company. These key risks have been collated in a risk matrix document which is reviewed and updated on a quarterly basis by the Directors. The risks are identified and graded in this process, together with the policies and procedures for the mitigation of the risks.
The key risks which have been identified and the steps taken by the Board to mitigate these are as follows:
Market
The Company's investments consist of listed companies or companies soon to be listed. Market risk arises from uncertainty about the future prices of the investments. This is commented on in Note 16 on pages 52 to 56.
Investment and Strategy
The achievement of the Company's investment objective relative to the market involves risk. An inappropriate asset allocation may result in under performance against the local index. Monitoring of these risks is carried out by the Board which, at each quarterly Board meeting, considers the asset allocation of the portfolio, the ratio of the larger investments within the portfolio and the management information provided by the Investment Manager and Investment Adviser, who are responsible for actively managing the portfolio in accordance with the Company's investment policy. The net asset value of the Company is published weekly.
Accounting, legal and regulatory
The Company must comply with the provisions of the Isle of Man Companies Acts 1931-2004 and since its shares are listed on the London Stock Exchange, the UK Listing Authority's Listing Rules and Disclosure and Transparency Rules ("UKLA Rules"). A breach of company law could result in the Company and/or the Directors being fined or the subject of criminal proceedings. A breach of the UKLA Rules could result in the suspension of the Company's shares. The Board relies on its Company Secretary and advisers to ensure adherence to company law and UKLA Rules. The Board takes legal, accounting or compliance advice, as appropriate, to monitor changes in the regulatory environment affecting the Company.
Operational
Disruption to, or the failure of, the Investment Manager, the Investment Adviser, the Custodian or Administrator's accounting, payment systems or custody records could prevent the accurate reporting or monitoring of the Company's financial position. Details of how the Board monitors the services provided by the Investment Manager and its other suppliers, and the key elements designed to provide effective internal control, are explained further in the internal control section of the Corporate Governance Report.
Financial
The financial risks faced by the Company include market price risk, foreign exchange risk, credit risk, liquidity risk and interest rate risk. Further details are disclosed in Note 16
Report of the Investment Manager and Investment Adviser
Regional Equity Market Overview
During the year ended 30 June 2011 the Qatar Exchange, formerly named the Doha Securities Market (DSM), witnessed volatility in line with international markets and on the back of the Arab Spring. However, Qatar has enjoyed a solid start to 2011, benefiting from higher energy prices and avoiding the political turbulence which has occurred in many countries across the MENA region.
Qatar was the best performing GCC market in the year ended 30 June 2011, with the QE index rising 21.2 per cent buoyed by positive sentiment arising from Qatar's winning bid to host the 2022 FIFA World Cup and the improved macroeconomic environment.
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Indices |
30-Jun-10 |
30-Jun-11 |
Change |
|
Qatar (QE) |
6,900 |
8,361 |
21.2% |
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Saudi (TASI) |
6,094 |
6,576 |
7.9% |
|
Abu Dhabi (ADI) |
2,514 |
2,704 |
7.6% |
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Dubai (DFMGI) |
1,462 |
1,517 |
3.8% |
|
Oman (MSI) |
6,058 |
5,916 |
-2.3% |
|
Kuwait (KWSE) |
6,543 |
6,212 |
-5.1% |
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Bahrain (BAX) |
1,396 |
1,320 |
-5.5% |
Source: Bloomberg, Qatar Insurance Company
The Saudi Arabian equity market was the second best performer in the 12 months to 30 June 2011 with gains of 7.9 per cent, driven by an improved outlook. Abu Dhabi and Dubai returned 7.6 per cent and 3.8 per cent respectively to finish the period as the third and fourth best performing markets in the GCC. Oman and Kuwait fell 2.3 per cent and 5.1 per cent respectively, while Bahrain fell 5.5 per cent.
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Indices |
30-Jun-10 |
30-Sep-10 |
30-Dec-10 |
31-Mar-11 |
30-Jun-11 |
|
Abu Dhabi (ADI) |
-13.6% |
6.3% |
1.7% |
-4.1% |
3.7% |
|
Saudi (TASI) |
-10.4% |
4.9% |
3.6% |
-1.5% |
0.9% |
|
Qatar (QE) |
-7.5% |
11.5% |
12.8% |
-2.6% |
-1.1% |
|
Kuwait (KWSE) |
-13.1% |
6.8% |
-0.4% |
-9.5% |
-1.3% |
|
Dubai (DFMGI) |
-20.7% |
15.2% |
-3.2% |
-4.6% |
-2.5% |
|
Oman (MSI) |
-9.5% |
6.8% |
4.4% |
-8.7% |
-4.1% |
|
Bahrain (BAX) |
-9.7% |
3.5% |
-0.9% |
-0.5% |
-7.4% |
Source: Bloomberg, Qatar Insurance Company
While the Investment Adviser believes that Qatar will continue to demonstrate strong economic growth over the coming quarters, stock market performance will depend on a further improvement in both investor sentiment and liquidity. It is anticipated that the forthcoming results of Qatari companies will have a positive impact on the outlook for the bourse, as their fundamentals remain robust.
QATAR'S MACRO UPDATE
Arab Spring- Business as usual in Qatar
As the political unrest in North Africa and the Middle East unfolded, The Economist newspaper compiled a "shoe thrower's" index which aimed to predict unrest within the region. Qatar was ranked last i.e. the country which was least likely to show signs of political and social upheaval.
The reasons for Qatar's stability are clear. The Investment Adviser believes the underlying cause of the regional unrest is a combination of poverty, high youth unemployment, human rights grievances, constraints on freedom of speech and religious tensions. Qatar has an unemployment rate of 0.5%, GDP per capita of over US$75,000, making it the wealthiest country (source IMF) in the world and a less diverse population than other countries in the region.
The regional unrest has so far had little enduring impact on Qatari financial markets. Initially the QE Index fell 20% from its 2011 high, before recovering to end marginally down for the first quarter of 2011. Qatar's five year Credit Default Swaps (CDS) - a form of insurance against default - have become more expensive but continue to be lower than the other GCC countries, which the Company's Investment Adviser thinks is unlikely to change in the short term.
Continued growth in industrial output and the commissioning this year of Qatar's final liquefied natural gas (LNG) production 'train' should generate another two years of strong export growth. Qatar's successful bid to host the 2022 World Cup has given an extra boost to a programme of already substantial infrastructure spending, driving domestic demand and leading to renewed population growth.
Qatar to host the 2022 FIFA world Cup
On 2 December 2010, FIFA selected Qatar to host the 2022 World Cup, the preparations for which will entail substantial infrastructure spending over the next decade. Official estimates put planned spending at around US$55billion, but the analyst community expects the actual cost to be in the range of US$65-100billion. To put this in perspective, US$65billion of infrastructure spending is equivalent to some 80% of projects completed in Qatar since 2002 and approximately 150 per cent of the nominal gross fixed capital formation forecast for 2010. This also represents 53 per cent of forecast 2010 GDP and 120 per cent of forecast 2010 non-oil GDP.
The first phase of the construction of the new US$10billion airport, dubbed the New Doha Airport, is well underway and will eventually replace the existing one. The first phase of the project is scheduled to open in late 2011 or early 2012, with later phases being rolled out between 2012 and 2027. Once completed, the new airport will have the capacity to cater for 24 million passengers per annum. Other prominent projects include a US$7billion deep water seaport and a US$1billion crossing to link the new airport with projects in the northern part of Doha. An additional US$20billion will also be spent to build and expand the road network. Moreover, there are currently several housing projects underway and plans to start others to accommodate Qatar's ballooning population, which at 1.7 million have witnessed a 128 per cent increase since 2004.
A US$4billion stadium building programme will see the construction of nine new eco friendly, cutting-edge football stadiums and the expansion of the three existing ones. The programme includes the construction of the 86,000-seater Lusail Stadium, which will host the tournament's opening and final matches.
Additionally, Qatar will build over 80,000 new hotel rooms by 2022. FIFA requires that the host country has a minimum of 60,000 hotel rooms. As Qatar's total room capacity by the end of 2010 is likely to be just 10,000-15,000, Doha has pledged to have 80,000-90,000 available by 2022. Qatar is therefore committed to building more than 70,000 hotel rooms over the next 12 years.
The Investment Adviser believes that Qatar's successful bid to host the 2022 World Cup is transformational for the equity market, providing comfort that robust economic growth will be higher for longer and muting concerns that Qatar's investment story relates solely to maturing LNG investment.
Morgan Stanley Capital International (MSCI) extended the review period
On the 22 June 2011, MSCI announced the extension of the review period for the potential reclassification of the U.A.E. and Qatar MSCI indices from frontier to emerging market status until December 2011. This will give MSCI time to assess the recent market developments such as the addition of the delivery versus payment (DVP) model. An upgrade to emerging market status would most likely lead to increased liquidity and interest from investors around the world. MSCI noted that a potential reclassification for Qatar and the U.A.E. to emerging market status would be implemented in the MSCI Indices at the earliest as part of the November 2012 semi-annual review.
The review period extension will also provide more time for regulators and stock exchanges to address the remaining concerns raised by international institutional investors. MSCI stated that international investors continue to be concerned by the effect of stringent foreign ownership limits that restrict the availability of shares to foreign investors (25% for Qatar and 49% for U.A.E.). This issue is more prevalent in the Qatari market as large companies, such as Industries Qatar, have almost reached their foreign ownership limits, making foreign investment extremely difficult. According to MSCI, under the current conditions, the MSCI Qatar Index would not qualify for emerging market status.
Although the Qatar Exchange announced in May 2011 that foreign ownership limits would remain at 25% for the coming year, officials recently announced that they are continuing discussions with individual companies and relevant government ministers about raising foreign ownership limits across the board. The Investment Adviser believes that if Qatar decides to increase foreign ownership limits it will further enhance its chances of being reclassified from frontier market to emerging market status.
Qatar marks LNG milestone, sees more output gains
During the fourth quarter of financial year 2010, Qatar hit the landmark of 77 million tons per annum (mtpa) of LNG production capacity coming online, underscoring its ranking as the world's largest LNG exporter. According to the Energy Minister, Abdullah al-Attiyah, a further increase in capacity of as much as 10 mtpa may be achieved if Qatar can improve efficiency at its production units.
Qatar plans to double condensate output
Qatar plans to double condensate output to some 680,000-750,000 barrels a day by 2014, according to the state-run Qatar News Agency. Qatar currently produces 350,000 barrels of condensate a day. Annual output of liquefied petroleum gas may reach 13 million metric tons by 2014.
Over 25% of global LNG originates from Qatar
According to a report by QNB Capital in 2010, Qatar continued to be the largest LNG exporter in the world accounting for over a quarter of global LNG exports. Since Qatar became the world's leading LNG exporter in 2006, its market share of global LNG trade increased from 14.7% to 25.5% at the end of 2010. Qatar is expected to continue to be the leading exporter in 2011 as full production capacity reaches 77million tons by the end of the year.
Demand for LNG exports has risen sharply recently due to the troubles in Japan's nuclear industry and increased appetite for LNG in other Asian markets. This has led to an increase in price and volume of LNG exported, with Asian spot LNG prices averaging $11.60 per million British Thermal Units (BTUs) in May, up nearly 30% on prices seen at the start of the year. The latest data based on official import statistics calculated by IHS CERA, part of the energy consultancy IHS, shows prices are still below the highs of $17 per million BTUs seen in mid 2008 before the surge in North American shale gas production increased supply. In the aftermath of the earthquake and tsunami in Japan and the subsequent shutdown of a quarter of their nuclear production, the country's power companies have agreed to buy an extra 4 million tons of LNG from Qatar over the next year. The strong economic growth in China has led to surging demand of LNG as the country aims to switch away from higher polluting fuels such as oil and coal which can only benefit Qatari exports. Mainly due to greater Asian demand, Qatar's LNG exports are expected to rise to near their full capacity this year, over 30% above the 56million tons exported in 2010.
In 2010, the UK became the largest importer of Qatari LNG, at 10.2million tons, overtaking Japan which imported 7.5million tons in the same period. India and South Korea were also large importers during 2010, importing 7.7million and 7.5million tons respectively. The large inflow in gas to the UK is the result of the joint venture between Qatar Petroleum and ExxonMobil (referred to as Qatargas 2) signed in 2002 which aims to supply up to 14 million tons of LNG annually to the UK. Further, Qatargas have signed a heads of agreement with Enarsa, the Argentinean oil company to supply as much as 5 million tons a year of LNG fuel from 2014.
Shell recently announced the company's Gas-to-Liquids (GTL) plant in Qatar is expected to be fully operational by the middle of 2012. The development of GTL allows gas to be converted, at source, into high value fuels such as pure diesel which can be shipped in conventional tankers, unlike LNG which needs to be maintained at minus 160c. GTL is an innovative technology that will help Qatar monetise its gas reserves in a way that maximises value.
Qatar's state finances
Qatar unveiled its budget for the 2011-2012 financial year, forecasting a surplus of 22.5billion Qatari Riyals (QAR) (US$6.2billion). As in the previous year, revenues were calculated based on a crude oil price of US$55 per barrel.
|
Budget Plan for 2011/2012 (QR Bn) |
2011/2012 |
2010/2011 |
% change |
|
Revenue |
162.5 |
127.5 |
27% |
|
Expenditures |
139.9 |
117.9 |
19% |
|
Salaries and Rents |
25.2 |
22.9 |
10% |
|
Current |
49.6 |
45.5 |
9% |
|
Capital |
7.2 |
6 |
19% |
|
Public Projects |
58 |
43.5 |
33% |
|
Balance |
22.5 |
9.7 |
133% |
Source: Qatar Ministry of Finance
The budget for the coming fiscal year is the largest that the State of Qatar has ratified, with total revenues reaching QAR162.5billion (US$44.6billion), representing a 27% increase on the previous budget. Expenditure has increased by 19% from QAR117.9billion (US$32.4billion) to QAR139.9billion (US$38.4billion). This comes against the backdrop of sluggish growth in global economies following the financial crisis. The increase in revenues and public spending, resulting in a surplus of QAR22.5billion (US$6.2billion), and based on a US$55 oil price, is relatively conservative, given oil price currently trades at over US$100 a barrel.
The State has allocated 41% of expenditures to public projects. These include the New Doha Port, the completion of New Doha International Airport and a national rail network. QAR19.3billion (US$5.3billion) has been allocated to the education sector, up QAR2.1billion (US$0.6billion) on the previous year. QAR8.8billion (US$2.4billion) has been earmarked for the health sector, up 3.6% on last year's figure. QAR5.2billion (US$1.4billion) has been set aside for housing, an increase of QAR2.6billion (US$0.7billion) on last year.
Qatar Development Strategy
The five year National Development Strategy for 2011-2016 predicts gross domestic investment will reach QAR820billion (US$225.3billion) with half of the revenues derived from the non-hydrocarbon sector. Investment by the government is estimated at QAR347billion (US$95.3billion), hydrocarbon sector investment is expected to reach QAR85billion (US$23.4billion) with the remaining QAR389billion (US$106.9billion) being spent on the non-hydrocarbon sector.
Embedded image removed - please refer to the Company's website www.epicure-quatarequity.com for a chart depicting gross domestic investment by sector.
The strategy highlights the importance of private investment outside the hydrocarbon sector in driving growth over the period. The baseline scenario assumes that non-hydrocarbon investment will mainly be driven by spending from large government linked Qatari companies, such as Barwa Real Estate, Qatar Diar, Qatar National Bank and Qatalum. With steady growth, the ratio of non-hydrocarbon private investment to total GDP could reach 15% by 2016; nearly double the ratio in 2009.
Qatari companies, excluding state owned Qatar Petroleum, plan to spend over QAR130billion (US$35.7billion) over the next 6 years. This includes QAR100billion (US$27.5billion) in residential and business construction projects run by Barwa Real Estate and Qatar Diar. Qatar Foundation plans to invest QAR19billion (US$5.2billion) in health and education, especially in Sidra Hospital and the Education City. Qatar Petroleum will continue to invest heavily over the medium term and has planned expenditure of QAR88billion (US$24.2billion). After a number of LNG projects were completed in 2010, the focus shifted to the petrochemical sector with QAR7billion (US$1.9billion) being allocated to Industries Qatar to expand capacity in areas such as low-density polyethylene, ammonia and urea production. The government also continues to invest in infrastructure with QAR237billion (US$65.1billion) of spending planned.
Qatar's overall real GDP growth rate is forecast to average 6.9% between 2011 and 2016. Non-hydrocarbon growth is likely to be a driver of the economy, with this sector of the economy showing GDP growth averaging 9.1% during 2011-2016. The catalyst for growth beyond 2016 is likely to be activity generated by preparations for the FIFA World Cup in 2022.
The makeup of the non-hydrocarbon GDP growth between 2011 and 2016 can be seen below.
Embedded image removed - please refer to the Company's website www.epicure-quatarequity.com for a chart depicting non-hydrocarbon GDP growth between 2011 and 2016.
Valuations
Despite considerable improvement in the corporate environment and profits in the GCC, investors largely ignored favourable earnings reports due to the perception of increased regional risk and international market head winds. Robust earnings could be a catalyst for the re-rating of what the Investment Adviser believes are fundamentally attractive stocks.
|
Markets Summary |
PE |
PB |
Div Yld |
EPS Growth (%) |
|||
|
11E (x) |
12E (x) |
10E (x) |
10E (%) |
11E (%) |
10E (YoY) |
11E (YoY) |
|
|
UAE |
8.5 |
7.4 |
0.7 |
2.3 |
2.6 |
-5.7 |
15 |
|
Qatar |
9.1 |
7.7 |
1.8 |
4.3 |
5.4 |
16.2 |
15 |
|
Bahrain |
9.8 |
8 |
0.6 |
3.2 |
nm |
0.4 |
23.3 |
|
Oman |
10.4 |
8.8 |
1.7 |
5.3 |
5.4 |
7.5 |
8.8 |
|
Saudi Arabia |
11 |
9.6 |
1.6 |
3.5 |
3.9 |
5 |
15.2 |
|
Kuwait |
13 |
10.6 |
1.5 |
1.6 |
3.5 |
4.5 |
8.6 |
|
Average |
10.3 |
8.7 |
1.3 |
3.4 |
4.2 |
4.7 |
14.3 |
Source: Deutsche Bank
Qatari companies are forecast to maintain earnings momentum in the coming years after reporting a strong 17.3% year-on-year (y-o-y) growth for the first half of the financial year 2011. The Investment Adviser believes the Qatari market continues to offer attractive valuations, relative to its earnings growth potential and profitability. Within Qatar, the Investment Adviser is optimistic about companies in the banking, industrial, energy and utilities sectors.
Qatar's growth outlook over the medium-term is expected to be largely fuelled by large capital expenditure programs by the government. The knock-on effect of government spending, coupled with population growth, will be a boost in non- hydrocarbon GDP growth with the construction, banking, utilities, transport and manufacturing sectors likely to benefit the most.
The Investment Adviser believes that the Qatari stock market is undervalued and provides highly attractive opportunities, especially after the recent sell off, in both the short term and medium to long term. The Investment Adviser expects to see GDP growth resume across the GCC region, with the pace of expansion building momentum as the year goes on.
Corporate Profitability
The profitability of companies listed on the QE witnessed reasonable growth during the year ended June 2011. The results were supported by measures taken by the government to accelerate development and achieve the goals that have been identified to counter the effects of the global financial crisis. These goals include building a strong economic base and creating a climate of economic stimulus within the country.
The 42 listed companies on the QE posted a net profit of QAR32.5billion (US$8.9billion) for the year ended June 2011, representing a 23.9% increase over the QAR26.3billion (US$7.2billion) profits seen in the year ended June 2010 (profit figures are calculated for last 12 months for each year). The main drivers of growth in the overall profitability of Qatari stocks during the period were the robust earnings seen in the financial sector and the strong results announced by Industries Qatar.
|
Sector Net Profit (QR m) |
LTM 6/30/2010 |
LTM 6/30/2011 |
Change |
|
Banks and Financial Institutions |
10,402 |
13,803 |
32.7% |
|
Insurance |
875 |
898 |
2.6% |
|
Services |
8,793* |
9,394 |
6.8% |
|
Industry |
6,201 |
8,450 |
36.3% |
|
Total |
26,272 |
32,545 |
23.9% |
* Net profit calculation excluded one time fair value gain of QAR8.3 million reported by Ezdan Real Estate.
Looking at the sectoral performance of the Qatari market, all sectors reported growth in year ended 30 June 2011. The Banking sector and the Industrial sectors were a bright spot. Services and Insurance sector also managed to show positive growth during the period.
We do not expect to see any major negative surprises in the coming year corporate results and expect that most companies will track their last year results and announce an improved outlook.
Net profit growth of the Company's top 5 holdings
|
Company |
LTM 6/30/2010 |
LTM 6/30/2011 |
Change |
|
Qatar National Bank |
4,837.8 |
6,516.9 |
34.7% |
|
Industries Qatar |
4,961.2 |
7,112.5 |
43.4% |
|
Rayan Bank |
1,098.9 |
1,298.1 |
18.1% |
|
Commercial Bank of Qatar |
1,398.6 |
1,772.6 |
26.7% |
|
Qatar Islamic Bank |
1,111.0 |
1,436.3 |
29.3% |
Figures in QR million
Source: Qatar Exchange
Company Update
As at 30 June 2011, the Company's NAV per share stood at US$1.03 compared to US $0.84 as of 30 June 2010.
At 30 June 2011, the Company was invested in 16 companies in the GCC, with 15 of them being in Qatar and 1 in Oman. (30 June 2010: 17 in Qatar, 4 in UAE, 1 in Kuwait). The total market value of investments was US$240million at the end of 30 June 2011 and the Company held cash of 0.5 per cent of NAV.
Industry allocation
The Company's largest sector exposure continues to be to the financial services industry. Exposure to the banking sector stood at 56.0 per cent of NAV at 30 June 2011 compared to 54.0 per cent at 30 June 2010. The increase in allocation to the banking sector resulted from the participation in the rights issue of Qatar National Bank. The company raised QAR12.7billion (US$3.5billion) through the issuance of 127 million shares at QAR100 per share, representing a 25% rights issue. The rights issue was priced at a 33% discount to the last cum-rights price of QAR149.5 per share.
The Investment Adviser maintains a positive outlook on the Qatari banking sector and believes that banks remain a leveraged play on the macroeconomic outlook of the country. Based on a continuation of strong growth in the Qatari economy, the Investment Adviser believes the outlook for Qatari banks remains positive. The investment case for Qatari banks is further strengthened by a forecast recovery in earnings due to a combination of healthy volume growth and an improvement in asset quality.
The recent political upheaval across the MENA region has resulted in continued downward pressure on the share price of Qatari banks. This negative trend was reinforced by recent changes in retail lending regulations by Qatar Central Bank (QCB), which capped lending to expatriates at QAR400,000 (c.US$110,000), limited borrowing for nationals to QAR2.0million (US$550,000) and most importantly capping personal loan rates at 6.5% compared to current rates of up to 9%.
Total assets in the Qatari banking sector have witnessed a compound annual growth rate (CAGR) of 30% between March 2007 and March 2011, reaching QAR577.2billion (US$158.6billion). As at March 2011, the y-o-y growth of the banks' total assets in the country was 18.4%, slightly below the 21.0% growth seen in the previous year from March 2009 to March 2010. Total assets of conventional, non-Shariah banks in the country grew by 17.3% y-o-y to reach QAR410.6billion (US$112.8billion) as at March 2011, compared to March 2010, while Islamic banks grew assets by 35.8% to reach QAR126.8billion (US$34.8billion) in the same period. This should be compared against a backdrop of international banks decreasing their balance sheets as a result of the current economic climate.
The services sector, which is broadly defined and includes companies in telecommunications and utilities, accounts for 19.6% of the portfolio holdings. The Company's exposure to the real estate sector stood at 6.5% at the year ended June 2011 compared to 5% at the end of previous year ended June 2010.
The industries and insurance sectors accounted for a further 13.6% and 3.6% respectively. Exposure to these sectors is through investments in Industries Qatar and Qatar Insurance Company respectively.
Embedded image removed - please refer to the Company's website www.epicure-quatarequity.com for a pie chart depicting industry allocation as a percentage of market value.
Portfolio Breakdown Top 5 Holdings
|
Top Five Holding |
||
|
Company |
Sector |
% of NAV |
|
Qatar National Bank |
Banks |
18.2% |
|
Industries Qatar |
Industries |
13.7% |
|
Rayan Bank |
Banks |
12.2% |
|
Commercial Bank of Qatar |
Banks |
10.7% |
|
Qatar Islamic Bank |
Banks |
7.6% |
Source: Qatar Insurance Company, Qatar Exchange
At 30 June 2011, the top five investments of the Company constituted 62.4 per cent of NAV (59.6 per cent 30 June 2010).
As noted previously, the Investment Adviser believes that Qatari banks are extremely well placed to benefit from a recovery in the local economy. Qatari banks are performing well with all major macro and banking indicators showing robust performance during the period and exceeding the Investment Adviser's initial expectations. Qatar is the fastest-growing economy in the MENA region and its banking industry is currently enjoying comfortable liquidity, strong public sector credit demand and a low-risk profile compared to regional peers.
Regional Allocation
As at 30 June 2011, the Company was invested in sixteen companies, of which fifteen are listed in Qatar and one in Oman. This compares to 30th June 2010 when the Company was invested in seventeen companies in Qatar, four in U.A.E. and one in Kuwait. Around 99% of the Company's investments are in Qatar, with non Qatar investments constituting 0.7% of the portfolio and the remainder in cash.
Embedded image removed - please refer to the Company's website www.epicure-quatarequity.com for a pie chart depicting country allocation as a percentage of market value.
Qatar National Bank (18.2% of NAV)
Qatar National Bank (QNB) is a high quality proxy stock for Qatari economic growth given its strong ties with the public sector and access to state liquidity. The government of Qatar owns 50% of QNB. Market shares are 41.1% for loans, 44.2% for deposits, and as high as 39.1% of the asset base of the Qatari Banking sector. This drives high asset quality, with Non Performing Loans at 1% in 2011, and offers superior visibility on balance-sheet momentum and earnings growth. In addition to an international presence in key financial centres around the world such as London, Paris and Geneva, QNB has been building a network of branches, representative offices and associates (Jordan, UAE, Iraq, and Tunisia) throughout the MENA region.
Industries Qatar (13.7% of NAV)
Industries Qatar (IQ) is the largest publicly traded company in Qatar. IQ is a holding company with interests in petrochemicals via 80% owned Qatar Petrochemical Co., fertilizers via 75% owned Qatar Fertilizer Co., steel via 100% owned Qatar Steel Co. and fuel additives via 50% owned Qatar Fuel Additives Co. Similar to many of its Middle Eastern peers, IQ is one of the lowest cost producers in the industry with operating and net margins in excess of 50-55% compared to global peers with operating margins in the mid-teens. The company procures its natural gas at a price range of US$1.75-2.25/per million Btu compared to current global natural gas prices in the range of US$5-5.5/per million Btu. With a low and largely fixed-cost structure, any uptick in basic chemical commodity prices should flow straight to the bottom line.
Masraf Al Rayan (12.2% of NAV)
Masraf Al Rayan, though relatively young, operates through two branches in Qatar, and provides Sharia-compliant commercial banking, asset management, and brokerage services. The bank went public in January 2006 and has existing associates in Pakistan that deal in Takaful (Islamic insurance), and one associate in Saudi Arabia that provides consumer finance. Management aims to grow the bank's presence outside Qatar by obtaining a banking licence for its associate in Saudi Arabia, or possibly by acquiring other banks in the region. The bank's balance sheet and the calibre of its backers underscore its ability to carry out acquisitions. The bank has gained a good market share in a short span and is poised to benefit from ongoing demand in Islamic banking. The outlook remains bright given almost 88% lending to the public sector and the corporate sector and limited competition in a high growth Islamic banking segment. Financial performance in the last three years of operation has been very strong and we expect it to remain so, with forecasts suggesting earnings CAGR of 16.9% until 2014.
Commercial Bank of Qatar (10.7% of NAV)
Commercial Bank of Qatar (CBQ) represents the higher beta play within the Qatari banking universe having been one of the fastest growing banks in the Middle East from 2004 to 2008, but its growth has been slowed significantly by domestic and global issues. CBQ's investment case lies mostly in the strength of its balance sheet. CBQ's outlook is positive given its relatively strong balance sheet, solid long-term funding and high capitalization level, as evidenced by its high Tier 1 ratio of 19% at the end of Q1 2011. The balance sheet strength will enable the bank to achieve higher growth levels, once the non-hydrocarbon economy starts to pick up. CBQ can afford to pursue growth opportunities either organically or through acquisition, and will likely remain a generous dividend payer in the near-term. At current prices we expect the bank to yield 9% in 2011.
Qatar Islamic Bank (7.6% of NAV)
Qatar Islamic Bank (QIB), the country's first Islamic bank, has total assets of QAR39billion. It operates through a network of 25 branches and holds a 9% loan market share. The structure that QIB aims to create has a strong focus on capital markets and wholesale finance activities, which are still generally in their infancy in the Sharia compliant space. By strengthening its Corporate and Investment Banking operations domestically, QIB hopes to achieve a strong enough platform for recurring deal origination in debt and, eventually, equity markets. The international offices are intended to serve as placement and distribution centres. With local partners in the UK, Lebanon and Malaysia, the expectation is that a two-way deal flow can eventually be established, with QIB's placing power and structuring experience as the key driver. QIB is well positioned and expected to continue with its growth momentum as the leading Islamic bank in Qatar. It has been one of the strongest banks in terms of gathering private sector Islamic loans and, with infrastructure spending being the key driver of growth going forward, we believe QIB will obtain a large share of the private sector business.
Epicure Managers Qatar Limited Qatar Insurance Company S.A.Q.
5 September 2011 5 September 2011
Investment Policy
Investment Objective
The Company's investment objective is to capture, principally through the medium of the Qatar Exchange (formerly the Doha Securities Market), the opportunities for growth offered by the expanding Qatari economy by investing in listed companies or companies soon to be listed. The Company may also invest in listed companies, or pre-IPO companies, in other GCC countries.
The Company applies a top-down screening process to identify those sectors which should most benefit from sectoral growth trends. Fundamental industry and company analysis, rather than benchmarking, forms the basis of both stock selection and portfolio construction.
Assets or companies in which the Company can invest
The Company was established to invest primarily in quoted Qatari equities. The Company invests in listed companies on the Qatar Exchange in addition to companies soon to be listed. The Company may also invest in listed companies, or pre-IPO companies, in other GCC Countries.
Whether investments will be active or passive investments
In the ordinary course, the Company is not an activist investor, although the Investment Adviser will seek to engage with investee company management where appropriate.
Holding period for investments
In the normal course of events, the Company expects to be fully-invested, although the Company may hold cash reserves pending new IPOs or when it is deemed financially prudent. Although the Company is a long term financial investor, it will actively manage its portfolio.
Spread of investments and maximum exposure limits
The Company will invest in a portfolio of investee companies with restrictions in place to ensure a spread of investments and to ensure that there are maximum exposure limits in place (see investment guidelines under Investing Restrictions)
Policy in relation to gearing
Borrowings will be limited, as at the date on which the borrowings are incurred, to 5 per cent. of NAV. The Company will not make use of any hedging mechanisms or derivative instruments.
Policy in relation to cross-holdings
Cross-holdings in other listed or unlisted closed-ended investment funds that invest in Qatar or other countries in the GCC region will be limited to 10 per cent. of NAV at any time (calculated at the time of investment).
Investing Restrictions
The investing restrictions for the Company are as follows:
(i) Foreign Ownership Restrictions
`
Investments in most Qatar Exchange listed companies by persons other than Qatari citizens have an ownership restriction wherein the law precludes persons other than Qatari citizens from acquiring more than 25 per cent. of a company's issued share capital. It is possible that the Company may have problems acquiring stock if the foreign ownership interest in one or more stocks reaches the allocated upper limit. This may adversely impact the ability of the Company to invest in the local Qatari market.
(ii) Investment Guidelines
The Company has established certain investment guidelines. These are as follows (all of which are to be calculated at the time of investment):
· No single investment position in a QE Index constituent may exceed the greater of: (i) 15 per cent. of the NAV of the Company; or (ii) 125 per cent. of the constituent company's index capitalisation divided by the index capitalisation of the QE Index, as calculated by Bloomberg (or such other source as the Directors and Investment Manager may agree);
· No single investment position in a company which is not a QE Index constituent may exceed 15 per cent. of the NAV of the Company;
· No holding may exceed 5 per cent. of the outstanding shares in any one company; and
· The Company may hold up to a maximum of 15 per cent. of its NAV outside Qatar, within the GCC region.
(iii) Conflicts Management
The Investment Manager, the Investment Adviser, their officers and other personnel are involved in other financial, investment or professional activities, which may on occasion give rise to conflicts of interest with the Company. The Investment Manager will have regard to its obligations under the Investment Management Agreement to act in the best interests of the Company, and the Investment Adviser will have regard to its obligations under the Investment Adviser Agreement to act in the best interests of the Company, so far as is practicable having regard to their obligations to other clients, where potential conflicts of interest arise. The Investment Manager and the Investment Adviser will use all reasonable efforts to ensure that the Company has the opportunity to participate in potential investments that each identifies that fall within the investment objective and strategies of the Company. Other than these restrictions set out above, and the requirement to invest in accordance with its investing policy, there are no other investing restrictions.
Returns and Distribution Policy
The Company's investment objective is to achieve capital growth. However the Company paid a dividend for the year ended 30 June 2010 and has instituted an annual dividend policy. The quantum of the dividend is calculated based on a proportion of the dividends received during the year, net of the Company's attributable costs. Any undistributed income will be set aside in a revenue reserve in order to facilitate the Company's policy of future progressive dividend payments. This policy will be subject to the absence of exceptional market events.
Life of the Company
The Company currently does not have a fixed life but the Board considers it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, at the annual general meeting of the Company in 2012, a resolution will be proposed that the Company ceases to continue in existence. Shareholders holding at least 51 per cent. of the ordinary shares must vote in favour of this resolution for it to be passed. If the resolution is not passed, a similar resolution will be proposed at every third annual general meeting thereafter. If the resolution is passed, the Directors will be required to formulate proposals to be put to Shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up.
Report of the Directors
The Directors hereby submit their annual report together with the audited consolidated financial statements of Qatar Investment Fund plc (formerly Epicure Qatar Equity Opportunities plc) (the "Company") for the year ended 30 June 2011.
The Company
The Company is incorporated in the Isle of Man and has been established to invest primarily in quoted equities of Qatar and other Gulf Co-operation Council countries. The Company's investment policy is detailed on pages 17 to 19.
Results and Dividends
The results of the Company for the period and its financial position at the period end are set out on pages 34 to 39 of the financial statements.
The Directors manage the Company's affairs to achieve capital growth. It has instituted an annual dividend policy. The quantum of the dividend is calculated based on a proportion of the dividends received during the year, net of the Company's attributable costs. Any undistributed income will be set aside in a revenue reserve in order to facilitate the Company's policy of future progressive dividend payments. This policy will be subject to the absence of exceptional market events.
Subject to shareholder approval, the Directors intend to declare a dividend as detailed in the Chairman's Statement. For the year ended 30 June 2010, the directors declared a dividend of US$5,835,483 which was approved by Shareholders and paid by the Company in October 2010.
Directors
Neil Benedict was appointed as a Director on 5 November 2010.
Details of Board members at the date of this report, together with their biographical details, are set out on page 27 of the financial statements.
Director independence and Directors' and other interests have been detailed in the Directors' Remuneration Report on pages 31 and 32 of the financial statements.
Creditor Payment Policy
It is the Company's policy to adhere to the payment terms agreed with individual suppliers and to pay in accordance with its contractual and other legal obligations.
Gearing Policy
Borrowings will be limited, as at the date on which the borrowings are incurred, to 5 per cent. of NAV. The Company will not make use of any hedging mechanisms or derivative instruments.
There were no borrowings during the year.
Donations
The Company has not made any political or charitable donations during the year (2010: US$ nil).
Adequacy of the Information Supplied to the Auditors
The Directors who held office at the date of approval of this Directors' Report confirm that, so far as each is aware, there is no relevant audit information of which the Company's auditors are unaware; and each director has taken all steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Statement of Going Concern
The Directors are satisfied that the Company and the Group have adequate resources to continue to operate as a going concern for the foreseeable future and have prepared the financial statements on that basis.
Independent Auditors
KPMG Audit LLC were appointed as auditors by the Directors. They have expressed their willingness to continue in office in accordance with Section 12 (2) of the Companies Act 1982.
Annual General Meeting
The Annual General Meeting of the Company will be held on 3 October 2011 at the Company's registered office.
A copy of the notice of Annual General Meeting is contained within this Annual Report. As well as the business normally conducted at such a meeting, shareholders will be asked to renew the authority for the share buy-back scheme.
The directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and recommend that you vote in favour of them.
The notice of the Annual General Meeting and the Annual Report are also available at www.qatarinvestmentfund.com.
Continuation Vote
The Company currently does not have a fixed life but the Board considers it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, at the Annual General Meeting of the Company in 2012 a resolution will be proposed that the Company ceases to continue as presently constituted. Shareholders holding at least fifty one per cent of the shares must vote in favour of this resolution for it to be passed. If the resolution is not passed, a similar resolution will be proposed at every third annual general meeting of the Company thereafter.
Corporate Governance
Full details are given in the Corporate Governance Report on pages 22 to 26 of the financial statements, which forms part of the Report of the Directors.
Substantial Shareholdings
At 5 September 2011 the Company had been notified of the following holdings in its share capital.
|
|
Ordinary Shares |
|
|
Name |
Number |
% |
|
City of London Investment Management Company |
67,898,106 |
29.16 |
|
Qatar Insurance Company |
39,241,275 |
16.85 |
|
Qatar Holdings LLC |
25,000,000 |
10.74 |
|
Sarasin & Partners |
11,999,000 |
5.15 |
|
Henderson Global Investors |
9,325,406 |
4.00 |
The above percentages are calculated by applying the shareholdings as notified to the Company to the issued ordinary share capital as at 5 September 2011.
On behalf of the Board
David von Simson
Chairman
5 September 2011
Corporate Governance Report
Compliance with Companies Acts
As an Isle of Man incorporated company, the Company's primary obligation is to comply with the Isle of Man Companies Acts 1931 - 2004. The Board confirms that the Company is in compliance with the relevant provisions of the Companies Acts.
Compliance with the UK Corporate Governance Code
In June 2010, the Financial Reporting Council issued the UK Corporate Governance Code (the ''Corporate Governance Code'') to replace the Combined Code on Corporate Governance. The Corporate Governance Code applies to all companies with a premium listing of equity shares with accounting periods beginning on or after 29 June 2010 regardless of whether they are incorporated in the UK or elsewhere. Accordingly, the Company is required for this annual report to comply with the Corporate Governance Code or explain its reasons for not doing so. The Corporate Governance Code is available from the website of the UK Financial Reporting Council: www.frc.org.uk.
The Company is committed to high standards of corporate governance. The Board has put in place a framework for corporate governance, which it believes is suitable for an investment company and which will enable the Company to comply with the Corporate Governance Code.
As an overseas company with a Premium Listing of equity shares, the Company complies fully with the Corporate Governance Code from admission to the Official List of the UK Listing Authority on 13 May 2011, except that the Corporate Governance Code includes provisions relating to the role of the chief executive, executive directors' remuneration and the need for an internal audit function. The Board considers that these issues are not relevant to the position of the Company, being an externally managed investment company. The Company has therefore not reported further in respect of these provisions. In accordance with Rule 15.6.6 of the Listing Rules (applicable to closed-ended investment funds) the Company is not required to report on compliance with Principles D.1 and D.2 (including the related Code Provisions) of the Corporate Governance Code relating to remuneration of directors.
The Board is mindful of best practice as set out in the corporate governance guidelines issued by the City of London Investment Group plc, which has over time become and remains today our largest shareholder.
The Company complies with a code of securities dealings in relation to the Ordinary Shares and warrants which is consistent with, and no less onerous than, the Model Code.
Directors
The Directors are responsible for the determination of the Company's investment policy and strategy and have overall responsibility for the Company's activities including the review of the investment activity and performance.
All of the Directors are non-executive. Save for Leonard O'Brien and Paul Macdonald, the Board considers each of the Directors to be independent of, and free of any material relationship with, the Investment Manager and Investment Adviser.
The Board of Directors delegates to the Investment Manager through the Investment Management Agreement the responsibility for the management of the Company's assets in GCC securities in accordance with the Company's investment policy and for retaining the services of the Investment Adviser. The Company has no executives or employees.
The Articles of Association require that all Directors submit themselves for election by shareholders at the first opportunity following their appointment and shall not remain in office longer than three years since their last election or re-election without submitting themselves for re-election.
The Board meets formally at least 4 times a year and between these meetings there is regular contact with the Investment Manager. Other meetings are arranged as necessary. The Board considers that it meets sufficiently regularly to discharge its duties effectively. The Board ensures that at all times it conducts its business with the interests of all shareholders in mind and in accord with Directors' duties.
Directors receive the relevant briefing papers in advance of Board and Board Committee meetings, so that should they be unable to attend a meeting they are able to provide their comments to the Chairman of the Board or Committee as appropriate. The Board meeting papers are the key source of regular information for the Board, the contents of which are determined by the Board and contain sufficient information on the financial condition of the Company. Key representatives of the Investment Manager attend each Board meeting. All Board and Board Committee meetings are formally minuted.
Board Committees
The Board has established the following committees to oversee important issues of policy and maintain oversight outside the main Board meetings:
· Audit Committee
· Remuneration Committee
· Nominations Committee
· Management Engagement Committee
Throughout the year the chairman of each committee provided the Board with a summary of the key issues considered at the meeting of the committees and the minutes of the meetings were circulated to the Board.
The committees operate within defined terms of reference. They are authorised to engage the services of external advisers as they deem necessary in the furtherance of their duties, at the Company's expense.
Audit Committee
The Board has established an Audit Committee made up of at least two members and comprises Nicholas Wilson and Neil Benedict. Leonard O'Brien is invited to attend Audit Committee meetings in an observer capacity. The Audit Committee is responsible for, inter alia, ensuring that the financial performance of the Company is properly reported on and monitored. The Audit Committee is chaired by Nicholas Wilson. The Audit Committee normally meets at least twice a year when the Company's interim and final reports to Shareholders are to be considered by the Board but meetings can be held more frequently if the Audit Committee members deem it necessary or if requested by the Company's auditors. The Audit Committee will, amongst other things, review the annual and interim accounts, results announcements, internal control systems and procedures, preparing a note in respect of related party transactions and reviewing any declarations of interest notified to the Committee by the Board each on six monthly basis, review and make recommendations on the appointment, resignation or dismissal of the Company's auditors and accounting policies of the Company. The Company's auditors are advised of the timing of the meetings to consider the annual and interim accounts and the auditors shall be asked to attend the audit committee meeting where the annual audited accounts are to be considered. The Audit Committee chairman shall report formally to the Board on its proceedings after each meeting and compile a report to Shareholders on its activities to be included in the Company's annual report. At least once a year, the Audit Committee will review its performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
The terms of reference for the Audit Committee are available on the Company's website www.qatarinvestmentfund.com
Remuneration Committee
The Company has established a Remuneration Committee. The Remuneration Committee is made up of at least two members from amongst the non-executive Directors identified by the Board as being independent. Its members are Nicholas Wilson (Chairman), Neil Benedict and David von Simson. The Remuneration Committee normally meets at least once a year and at such other times as the chairman of the Remunerations Committee shall require. The Remuneration Committee reviews the performance of the Directors and sets the scale and structure of their remuneration and the basis of their letters of appointment with due regard to the interests of Shareholders. In determining the remuneration of Directors, the Remuneration Committee seeks to enable the Company to attract and retain Directors of the highest calibre. No Director is permitted to participate in any discussion of decisions concerning their own remuneration. The Remuneration Committee reviews at least once a year its own performance, constitutions and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
The terms of reference for the Remuneration Committee are available on the Company's website www.qatarinvestmentfund.com
Nominations Committee
The Company has established a Nominations Committee which shall be made up of at least two members and which shall comprise all independent directors. The Nominations Committee comprises Nicholas Wilson (Chairman), Neil Benedict, Leonard O'Brien and David von Simson. The Nominations Committee meets at least once a year prior to the first quarterly Board meeting and at such other times as the chairman of the committee shall require. The Nominations Committee is responsible for ensuring that the board members have the range of skills and qualities to meet its principal responsibilities in a way which ensures that the interests of shareholders are protected and promoted and regularly review the structure, size and composition of the Board. The Nominations Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
The Nominations Committee will assess potential candidates on merit against a range of criteria including experience, knowledge, professional skills and personal qualities as well as independence, if this is required for the role. Candidates' ability to commit sufficient time to the business of the Company is also key, particularly in respect of the appointment of the Chairman. The Chairman of the Nominations Committee is primarily responsible for interviewing suitable candidates and a recommendation will be made to the Board for final approval.
In October 2010, the need for an additional independent non-executive director in the context of the impending move to the main market of the LSE became apparent. The Board determined that it would be desirable to reinforce its range of competencies with the recruitment of a New York based director, with a particular view to the Company in due course having recourse to US and Canadian investors. An individual having these characteristics, and with long experience of US capital markets, was known to one of the directors (who recused himself from the Nominations Committee). At the same time, an approach was made to a leading search consultancy, to sound them out on the availability of other candidates with this profile and experience.
The conclusion reached by the Board was that, because of the specificity of the requirements being sought, it was unlikely to be a good use of Shareholders' funds to employ an executive search firm when there was already a highly qualified candidate, of undoubted independence, known to the Board. The Board appointed Mr Neil Benedict as a new Director upon the recommendation of the committee.
Management Engagement Committee
The Company has established a management engagement committee which is made up of at least two members and which shall comprise independent non-executive Directors. The management engagement committee members are Nicholas Wilson (Chairman) and Neil Benedict. The management engagement committee will meet at least quarterly and is responsible for reviewing the performance of the Investment Manager and other service providers, to ensure that the Company's management contract is competitive and reasonable for the Shareholders and to review and make recommendations to the Board on any proposed amendment to or material breach of the management contract and contracts with other service providers.
Board Attendance
The number of formal meetings during the year of the Board, and its Committees, and the attendance of the individual Directors at those meetings, is shown in the following table:
|
|
Board |
Audit Committee |
Remuneration Committee |
Nomination Committee |
Management Engagement Committee |
|
Total number of meetings in year |
15 |
6 |
2 |
1 |
3 |
|
|
Meetings Attended (entitled to attend) |
||||
|
David von Simson1 (Chairman) |
14 (15) |
5 (6) |
1 (1) |
1 (1) |
1 (2) |
|
Nicholas Wilson 2 (Chairman of Audit, Remuneration, Nomination and Management Engagement Committees) |
12 (15) |
6 (6) |
1 (1) |
1 (1) |
3 (3) |
|
Neil Benedict3
|
8 (8) |
2 (2) |
1 (1) |
0 (0) |
2 (2) |
|
Leonard O'Brien4
|
14 (15) |
4 (4) |
1 (1) |
1 (1) |
3 (3) |
|
Paul Macdonald5 |
11 (15) |
4 (4) |
1 (1) |
1 (1) |
1 (1) |
1 David von Simson resigned from the Management Engagement Committee on 25 January 2011 (re-appointed 26 July 2011) and was appointed a member of the Remuneration Committee on 18 February 2011
2 Nicholas Wilson was appointed as a member of the Remuneration Committee on 18 February 2011.
3 Neil Benedict was appointed as a director on 5 November 2010. He also became a member of the Management Engagement Committee on 22 January 2011 and of the Audit, Nomination and Remuneration Committees on 18 February 2011
4 Leonard O'Brien resigned from the Audit, Remuneration and Management Engagement Committees on 18 February 2011
5 Paul Macdonald resigned from the Management Engagement Committee on 25 January 2011 and from the Audit, Remuneration and Nomination Committees on 18 February 2011
The unusual amount of changes regarding Committee memberships is attributable to the preparations for the move to the main market of the LSE.
In addition, the Annual General Meeting was held in October 2010.
Internal Control
The Board is responsible for the Company's system of internal control and for reviewing its effectiveness. Its review takes place at least once a year. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material mis-statement or loss. The Board also determines the nature and extent of any risks it is willing to take in order to achieve its strategic objectives.
The Board has contractually delegated to external agencies, including the Managers, the management of the investment portfolio, the custodial services (which include the safeguarding of the assets), the registration services and the day-to-day accounting and Company Secretarial requirements. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of services offered including the control systems in operation in so far as they relate to the affairs of the Company.
Internal Control continued
The Board, assisted by the Investment Manager and Investment Adviser, has undertaken regular risk and controls assessments. The business risks have been analysed and recorded in a risk and internal controls report which is regularly reviewed. The Board has reviewed the need for an internal audit function. The Board has decided that the systems and procedures employed by the Managers, including its internal audit function and the work carried out by the Company's external Auditor, provide sufficient assurance that a sound system of internal control, which safeguards shareholders' investments and the Company's assets, is maintained. An internal audit function, specific to the Company, is therefore considered unnecessary.
The Board confirms that there is an ongoing process for identifying, evaluating and managing the Company's principal business and operational risks, that it has been in place for the year ended 30 June 2011 and up to the date of approval of the annual report and financial statements.
Accountability and Relationship with the Investment Manager, the Custodian and the Administrator
The Statement of Directors' Responsibilities is set out on page 28 of the financial statements.
The Board has delegated contractually to external third parties, including the Investment Manager, the Investment Adviser, the Custodian and the Administrator, the management of the investment portfolio, the custodial services (which include the safeguarding of the assets), the day to day accounting, company secretarial and administration requirements. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of the services provided, including the control systems in operation in so far as they relate to the affairs of the Company.
The Investment Manager, the Investment Adviser and the Administrator ensure that all Directors receive, in a timely manner, all relevant management, regulatory and financial information. Representatives of the Investment Manager and the Administrator attend each Board meeting enabling the Directors to probe further on matters of concern.
Continued Appointment of the Investment Manager
The Board considers the arrangements for the provision of investment management and other services to the Company on an ongoing basis. The Board reviews investment performance at each Board meeting and a formal review of the Investment Manager (and Investment Adviser) is conducted annually. In order to provide additional benefit to Shareholders, the Investment Management Agreement has been revised in order to align the performance fee with the QE Index. As a result of their annual review, NAV performance has been found to be satisfactory and it is the opinion of the Directors that the continued appointment of the current Investment Manager (and Investment Adviser) on the terms agreed is in the interests of the Company's Shareholders as a whole.
Relations with Shareholders
The Chairman is responsible for ensuring that all Directors are made aware of Shareholders' concerns. The Shareholder profile of the Company is regularly monitored and the Board liaises with the Investment Manager to canvass Shareholder opinion and communicate views to Shareholders. The Company is concerned to provide the maximum opportunity for dialogue between the Company and Shareholders. It is believed that Shareholders have proper access to the Investment Manager at anytime and to the Board if they so wish. All Shareholders are encouraged to attend annual general meetings. Together with the Investment Manager and Investment Adviser, regular investor presentations are held to promote a wider following for the Company.
On behalf of the Board
David von Simson
Chairman
5 September 2011
Board of Directors
David von Simson (Non-Executive Chairman)
David von Simson is a co-founder of Europa Partners Limited, a London-based investment bank, and was formerly a managing director of Warburg Dillon Read (now part of UBS). He was successively chief executive, then chairman, of SBC Warburg France, which was a leading foreign owned investment banking, stock broking and fund-management group in France.
Before joining Warburg Dillon Read in 1995 (when Swiss Bank Corporation acquired S.G. Warburg), he was co-head of corporate finance at Swiss Bank Corporation in London. Prior to joining Swiss Bank Corporation in 1985, he was an executive director of Hill Samuel & Co. Limited. He has also served as a non-executive director of companies, including Gardner Merchant Services Group plc, a leading food services provider in the UK. He was founding chairman of InTechnology plc, which was admitted to trading on AIM in 2000. He also serves as non-executive chairman of the AIM quoted PME African Infrastructure Opportunities plc.
David has an honours degree in Law from Oxford University.
Paul Macdonald (Non-Executive Director)
Paul Macdonald qualified as a chartered accountant in 1979. He worked for Pilkington plc for sixteen years, the last seven of these in Germany. In Germany he was managing director for Pilkington Deutschland GmbH (holding company) and managing director of both Flachglas AG (glass manufacturer) and Dahlbusch AG (property and holding company). For the last fourteen years Paul has been active in the private equity market and has been successful in developing a number of companies covering a number of industries including Sirona Beteiligungs GmbH (Germany), a leveraged buy-out from Siemens. He is currently the Geschäftsführer for Helvetica Deutschland GmbH and a director of Helvetica Services GmbH, Helvetica Construction GmbH (all of which are part of the same group as the Investment Manager), Dovetel (T) Limited and TMP Uganda Limited. Paul is a non-executive director of PME African Infrastructure Opportunities plc.
Leonard O'Brien (Non-Executive Director)
Leonard O'Brien is Managing Director of the Salamander Fiduciary Services Group, which consists of Salamander Associates Limited and its three wholly owned subsidiaries. Len has had many years of experience in the fiduciary services industry including the Silex Trust Group, the Stonehage Financial Services Group and Barclays Bank. During this time he has served on the boards of trust companies in the British Virgin Islands, Jersey and Cayman Islands and has acted as a Membre de Direction of Barclays Bank (Suisse) SA, Geneva. Len qualified as a chartered accountant with KPMG in 1996. Len is also a director of the Investment Manager.
Nicholas Wilson (Non-Executive Director)
Nick Wilson has over thirty years' experience in hedge funds, derivatives and global asset management. He has established and run offshore branch operations for MeesPierson Derivatives Limited, ADM Investor Services International Limited and several other London based brokerage companies. He is non executive chairman of Alternative Investment Strategies Limited, the longest running London quoted fund of hedge funds and a constituent of the FTSE All Share Index. In addition, he sits on the boards of a number of other public companies, including RAB Special Situations Company Limited. He is resident in the Isle of Man.
Neil Benedict (Non-Executive Director)
Neil Benedict is based in the USA with over thirty years' experience of financial markets. He was formerly a Managing Director at Salomon Brothers, where he was Head of International Capital Markets, and, prior to that, the founder and head of the worldwide Currency Swaps group. Neil was also a Managing Director at Dillon Read and helped establish their Tokyo office. He is currently a Managing Director of Intelligent Edge Advisors, a New York advisory firm. Neil is a fellow member of the Institute of Chartered Accountants in England and Wales.
Statement of Directors' responsibilities in respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year, which meet the requirements of Isle of Man company law. In addition, the Directors have elected to prepare the Group and Parent Company financial statements in accordance with International Financial Reporting Standards.
The Group and Parent Company financial statements are required by law to give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether they have been prepared in accordance with International Financial Reporting Standards;
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Parent Company will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Parent Company and to enable them to ensure that its financial statements comply with the Companies Acts 1931 to 2004. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing the Directors' Report, the Corporate Governance Report and the Directors' Remuneration Report that comply with that law and those regulations.
The Directors confirm that they have complied with the above requirements in preparing the Annual Report and financial statements.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction to another.
DTR Compliance statement
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
· the Business Review, Report of the Investment Manager and Investment Adviser and the Report of the Directors include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
On behalf of the Board
David von Simson
Chairman
5 September 2011
Audit Committee Report
An Audit Committee has been established in compliance with the FSA's Disclosure and Transparency Rule 7.1 and the UK Corporate Governance Code consisting of independent Directors. Its authority and duties are clearly defined within its written terms of reference. Nicholas Wilson is Chairman of the Audit Committee, which also comprises Mr Neil Benedict.
The Committee meets at least two times a year.
.
The Committee's responsibilities, which were discharged during the year, include:
• monitoring and reviewing the integrity of the interim and annual financial statements and the internal financial controls;
• reviewing the appropriateness of the Company's accounting policies;
• making recommendations to the Board in relation to the appointment of the external auditors and approving their remuneration and terms of their engagement;
• reviewing the external Auditor's plan for the audit of the Company's financial statements;
• developing and implementing policy on the engagement of the external auditors to supply non-audit services;
• reviewing and monitoring the independence, objectivity and effectiveness of the external auditors;
• reviewing the arrangements in place within the Administrator and Investment Manager/Adviser whereby their staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters insofar as they may affect the Company;
• performing the annual review of the effectiveness of the internal control systems of the Company;
• reviewing the terms of the Investment Management Agreement;
• considering annually whether there is a need for the Company to have its own internal audit function; and
• review the relationship with and the performance of the Custodian, the Administrator and the Registrar.
The Audit Committee does not award any non-audit work. The full Board has to approve any non-audit work.
KPMG Audit LLC were re-appointed as auditors at the last AGM on 15 October 2010. The Audit Committee considered the experience and tenure of the audit partner and staff and the nature and level of services provided. The Audit Committee receives confirmation from the auditors that they have complied with the relevant UK professional and regulatory requirements on independence. The Company's Audit Committee meets representatives of the Administrator, who report as to the proper conduct of the business in accordance with the regulatory environment in which the Company, the Administrator, and the Investment Manager/Adviser operate. The Company's external auditors also attend this Audit Committee at its request and report if the Company has not kept proper accounting records, or if they have not received all the information and explanations required for their audit.
The Audit Committee also monitors the risks to which the Company is exposed and makes recommendations as to the mitigation of these risks. This task is facilitated by using an extensive risk matrix that enables the committee to make a quantitative analysis of the individual risks and to highlight those areas where risk is high or increasing.
This report was reviewed and approved by the Board on 5 September 2011.
Nicholas Wilson
Chairman of the Audit Committee
5 September 2011
Management Engagement Committee Report
A Management Engagement Committee has been established in accordance with good corporate governance. Nicholas Wilson is chairman of the committee, which also comprises Neil Benedict.
The function of the Management Engagement Committee is to monitor the performance of all the Company's service providers and in the particular the performance of the Investment Manager/Investment Adviser.
The performance of the Investment Manager/Investment Adviser is formally reviewed annually at the end of the Company's financial year. The Management Engagement Committee meets quarterly prior to the quarterly board meetings and the chairman of the Management Engagement Committee monitors the performance periodically during the intervening periods.
As regards the Investment Manager/Investment Adviser, the committee:
· monitors and evaluates the investment performance both in absolute terms and also by reference to peer group analysis prepared by the investment manager/adviser and by the Company's joint brokers;
· reviews the performance fee structure to ensure that it does not encourage excessive risk and that it rewards demonstrable superior performance;
· investigates any breaches of agreed investment limits and any deviation from the agreed investment policy and strategy;
· reviews the standard of any other services provided by the Investment Manager;
· evaluates the level and effectiveness of any marketing support provided by the Investment Manager, including but not limited to, their input into quarterly reports, handling investor relations and website monitoring and development;.
· assesses the level of fees charged by the Investment Manager and how these fees compare with those charged to peer group companies;
· compares the notice period on the Investment Management Agreement with industry norms;
· considers any other issues on the appointment of the Investment Manager.
As regards the other service providers to the Company, the committee:
· monitors the terms on which they are retained and compares them to market rates;
· examines the effectiveness of the services provided;
· makes recommendations to the Board where changes are warranted.
At its most recent meeting, the Management Engagement Committee concluded that the performance of the Investment Manager/Investment Adviser had been satisfactory. The Investment Manager had adhered to the investment policy and policy limits.
Following some changes during the course of the financial year, which included the appointment of Oriel Securities as joint broker, the appointment of Maitlands to handle press relations and the appointment of KPMG in Doha to advise on the regulatory and taxation position of the Company in Qatar, the committee was satisfied with the current performance of the Company's other service providers.
Nicholas Wilson
Chairman of the Management Engagement Committee
5 September 2011
Directors' Remuneration Report
This report meets the relevant rules of the Listing Rules of the Financial Services Authority and describes how the Board has applied the principles relating to Directors' remuneration. An ordinary resolution to receive and approve this report will be put to the shareholders at the forthcoming Annual General Meeting.
The law requires the Company's Auditor to audit certain of the disclosures provided. Where disclosures have been audited they are indicated as such.
Role of the Remuneration Committee
The role and make-up of the Remuneration Committee is more fully discussed on page 23.
The committee held two formal meetings during the year, during which it addressed all the matters under its remit.
Consideration by the Directors of Matters relating to the Directors' remuneration
As the Board is comprised entirely of non-executive Directors the Board as a whole consider the Directors' remuneration but it has appointed its Remuneration Committee to consider matters relating thereto.
Remuneration Policy
The Company's Articles of Association limit the basic fees payable to the Directors to £200,000 per annum in aggregate. Subject to this overall limit it is the Company's policy that the fees payable to the Directors should reflect the time spent by the Board on the Company's affairs and the responsibilities borne by the Directors and should be sufficient to enable candidates of high calibre to be recruited. The Directors are also entitled to receive reimbursement of any expenses incurred in relation to their appointment.
The policy is for the Chairman of the Board and Chairman of the Audit Committee to be paid a higher fee than the other Directors in recognition of their more onerous roles and more time spent.
In the year under review and for the prior year the Directors' fees were paid at the following annual rates: the Chairman £45,000 (increased from £42,500 from 1 November 2010), the Chairman of the Audit Committee £42,500, the other Directors £30,000 (increased from £25,000 from 5 November 2010). In addition each director was paid an additional payment in the year under review for the additional time spent on the Company's move from AIM to the Main Listing on the London Stock Exchange. The additional amounts were: Chairman £15,000, Chairman of the Audit Committee £15,000, Neil Benedict £10,000, Leonard O'Brien and Paul Macdonald £7,500 each.
Directors' and officers' liability insurance cover is in place in respect of the Directors.
Reappointment
It is the Board's policy that non-independent Directors stand for re-election every year and independent Directors stand for re-election every three years.
Directors' fees
The fees expensed (including additional payments) by the Company in respect of each of the Directors who served during the year, and in the previous year, were as follows:
|
|
30 June 2011 |
30 June 2010 |
|
|
£ |
£ |
|
David von Simson (Chairman) |
59,164 |
42,500 |
|
Nick Wilson (Chairman of Audit Committee) |
57,500 |
49,531 |
|
Neil Benedict* |
29,647 |
- |
|
Leonard O'Brien |
35,829 |
25,000 |
|
Paul Macdonald |
35,829 |
25,000 |
|
|
217,969 |
142,031 |
|
US$ charge reflected in the financial statements |
354,555 |
222,111 |
*Neil Benedict was appointed as a director on 5 November 2010
Expenses totalling US$71,700 (2010: US$22,771) were incurred by the Directors and reimbursed during the year.
No other remuneration or compensation was paid or payable by the Company during the period to any of the Directors.
Director independence
Except for Leonard O'Brien and Paul Macdonald, the Board considers each of the Directors to be independent of, and free of any material relationship with, the Investment Manager and Investment Adviser.
Directors' and Other Interests
Paul Macdonald is currently Geschäftsführer (Managing Director) for Helvetica Deutschland GmbH and a director of Helvetica Services GmbH and Helvetica Construction GmbH (all of which are part of the same group as the Investment Manager (Epicure Managers Qatar Limited)).
Leonard O'Brien is a director of the Investment Manager.
David von Simson stepped down from Chairman of a private company that is managed by entities in the Unicos group (which is part of the same group as the Investment Manager) prior to the move to the Main Market of the London Stock Exchange in May 2011.
David von Simson is also Chairman of the AIM quoted PME African Infrastructure Opportunities plc ("PME"), of which Unicos has a 31.67% interest in PME's investment manager. However, PME's investment manager is not in the same group of companies as Unicos and David von Simson is therefore independent.
Save as disclosed above, none of the Directors had any interest during the year in any material contract for the provision of services which was significant to the business of the Company.
Director holdings in Company:
|
|
30 June 2011 |
30 June 2010 |
||
|
Director |
Shares |
Warrants |
Shares |
Warrants |
|
David von Simson |
225,000 |
- |
150,000 |
30,000 |
|
Leonard O'Brien |
16,700 |
250,000 |
- |
500,000 |
For and on behalf of the Board
Nicholas Wilson
Director
5 September 2011
Report of the Independent Auditors, KPMG Audit LLC, to the shareholders of Qatar Investment Fund plc (formerly Epicure Qatar Equity Opportunities plc)
We have audited the financial statements of Qatar Investment Fund plc (formerly Epicure Qatar Equity Opportunities plc) for the year ended 30 June 2011 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Balance Sheets, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs).
This report is made solely to the Company's members, as a body, in accordance with Section 15 of the Companies Act 1982. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditor
As explained more fully in the Directors' Responsibilities Statement set out on page 28, the Directors are responsible for the preparation of financial statements that give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.
Opinion on the financial statements
In our opinion the financial statements:
· give a true and fair view of the state of the Group's and Parent Company's affairs as at 30 June 2011 and of the Group's profit for the year then ended;
· have been properly prepared in accordance with IFRSs; and
· have been properly prepared in accordance with the provisions of Companies Acts 1931 to 2004.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Acts 1931 to 2004 require us to report to you if, in our opinion:
· proper books of account have not been kept by the Parent Company and proper returns adequate for our audit have not been received from branches not visited by us; or
· the Parent Company's balance sheet and income statement are not in agreement with the books of account and returns; or
· certain disclosures of directors' remuneration specified by law are not made; or
· we have not received all the information and explanations we require for our audit.
KPMG Audit LLC
Chartered Accountants
Heritage Court
41 Athol Street
Douglas
Isle of Man IM99 1HN
5 September 2011
Consolidated Income Statement
|
|
Note |
Year ended 30 June 2011 |
Year ended 30 June 2010 |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
Income |
|
|
|
|
Interest income on cash balances |
|
2 |
1 |
|
Dividend income on quoted equity investments |
|
11,028 |
10,453 |
|
Realised gain/(loss) on sale of financial assets at fair value through profit or loss |
|
2,675 |
(16,104) |
|
Net changes in fair value on financial assets at fair value through profit or loss |
|
43,427 |
26,162 |
|
Commission rebate income on quoted equity investments |
7 |
160 |
580 |
|
Total net income |
|
57,292 |
21,092 |
|
|
|
|
|
|
Expenses |
|
|
|
|
Investment Manager's fees |
9 |
2,886 |
2,480 |
|
Performance fees |
9 |
- |
- |
|
Audit fees |
|
33 |
24 |
|
Main market listing costs |
8 |
1,230 |
- |
|
Other expenses |
9 |
1,833 |
1,532 |
|
Total operating expenses |
|
5,982 |
4,036 |
|
|
|
|
|
|
Profit before tax |
|
51,310 |
17,056 |
|
|
|
|
|
|
Income tax expense |
15 |
- |
- |
|
Retained profit for the year |
|
51,310 |
17,056 |
|
|
|
|
|
|
Basic earnings per share (cents) |
13 |
21.98 |
7.28 |
|
Diluted earnings per share (cents) |
13 |
21.98 |
7.28 |
The Directors consider that all results derive from continuing activities.
Consolidated Statement of Comprehensive Income
|
|
|
Year ended 30 June 2011 |
Year ended 30 June 2010 |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
Profit for the year |
|
51,310 |
17,056 |
|
Other comprehensive income |
|
|
|
|
Currency translation differences |
|
(316) |
80 |
|
Other comprehensive income for the year (net of tax) |
|
(316) |
80 |
|
Total comprehensive profit for the year |
|
50,994 |
17,136 |
Consolidated Balance Sheet
|
|
Note |
At 30 June 2011 |
At 30 June 2010 |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
6 |
239,945 |
193,073 |
|
Due from broker |
|
297 |
649 |
|
Other receivables and prepayments |
|
301 |
16 |
|
Cash and cash equivalents |
10 |
1,199 |
2,756 |
|
Total current assets |
|
241,742 |
196,494 |
|
|
|
|
|
|
Issued share capital |
11 |
2,335 |
2,336 |
|
Retained earnings |
|
237,235 |
192,157 |
|
Other reserves |
12 |
805 |
1,120 |
|
Total equity |
|
240,375 |
195,613 |
|
|
|
|
|
|
Other creditors and accrued expenses |
14 |
1,367 |
881 |
|
Total liabilities |
|
1,367 |
881 |
|
Total equity & liabilities |
|
241,742 |
196,494 |
The financial statements were approved by the Directors on 5 September 2011 and signed on their behalf by:
Nicholas Wilson Leonard O'Brien
Director Director
Company Balance Sheet
|
|
Note |
At 30 June 2011 |
At 30 June 2010 |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
Due from subsidiary |
6 |
238,453 |
193,851 |
|
Other receivables and prepayments |
|
1,745 |
14 |
|
Cash and cash equivalents |
|
648 |
1,938 |
|
Total current assets |
|
240,846 |
195,803 |
|
|
|
|
|
|
Issued share capital |
11 |
2,335 |
2,336 |
|
Retained earnings |
|
237,235 |
192,157 |
|
Other reserves |
12 |
805 |
1,120 |
|
Total equity |
|
240,375 |
195,613 |
|
|
|
|
|
|
Other creditors and accrued expenses |
14 |
471 |
190 |
|
Total liabilities |
|
471 |
190 |
|
Total equity & liabilities |
|
240,846 |
195,803 |
Inter-company balances have been revised upward by US$4,867,025 in the year (2010: impairment US$44,954,057) (primarily as a result of the fair value movement of investments held by the Company's subsidiary).
The financial statements were approved by the Directors on 5 September 2011 and signed on their behalf by:
Nicholas Wilson Leonard O'Brien
Director Director
Consolidated Statement of Changes in Equity
|
|
Share Capital |
Retained Earnings |
Other reserves (note 12) |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Balance at 01 July 2009 |
2,359 |
176,770 |
1,017 |
180,146 |
|
Total comprehensive income for the year |
|
|
|
|
|
Retained profit for the year |
- |
17,056 |
- |
17,056 |
|
Other comprehensive income |
|
|
|
|
|
Foreign exchange translation differences |
- |
- |
80 |
80 |
|
Total other comprehensive income |
- |
- |
80 |
80 |
|
Total comprehensive income for the year |
- |
17,056 |
80 |
17,136 |
|
Contributions by and distributions to owners |
|
|
|
|
|
Shares repurchased and cancelled |
(23) |
(1,624) |
23 |
(1,624) |
|
Shares repurchased to be held in treasury |
- |
(45) |
- |
(45) |
|
Total contributions by and distributions to owners |
(23) |
(1,669) |
23 |
(1,669) |
|
Balance at 30 June 2010 |
2,336 |
192,157 |
1,120 |
195,613 |
|
|
Share Capital |
Retained Earnings |
Other reserves (note 12) |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Balance at 01 July 2010 |
2,336 |
192,157 |
1,120 |
195,613 |
|
Total comprehensive income for the year |
|
|
|
|
|
Retained profit for the year |
- |
51,310 |
- |
51,310 |
|
Other comprehensive income |
|
|
|
|
|
Foreign exchange translation differences |
- |
- |
(316) |
(316) |
|
Total other comprehensive income |
- |
- |
(316) |
(316) |
|
Total comprehensive income for the year |
- |
51,310 |
(316) |
50,994 |
|
Contributions by and distributions to owners |
|
|
|
|
|
Dividends paid |
- |
(5,835) |
- |
(5,835) |
|
Shares repurchased to be held in treasury |
- |
(397) |
- |
(397) |
|
Shares in treasury cancelled |
(1) |
- |
1 |
- |
|
Total contributions by and distributions to owners |
(1) |
(6,232) |
1 |
(6,232) |
|
Balance at 30 June 2011 |
2,335 |
237,235 |
805 |
240,375 |
Consolidated Statement of Cash Flows
|
|
Note |
Year ended 30 June 2011 |
Year ended 30 June 2010 |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
Purchase of investments |
|
(68,904) |
(82,536) |
|
Proceeds from sale of investments |
|
68,298 |
70,444 |
|
Interest received |
|
2 |
1 |
|
Dividends received |
|
11,028 |
10,453 |
|
Operating expenses paid |
|
(5,851) |
(4,039) |
|
Commission rebate |
|
160 |
580 |
|
Net cash generated from/(used in) operating activities |
|
4,733 |
(5,097) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
Dividends paid |
|
(5,835) |
- |
|
Cash used in share repurchases |
|
(397) |
(1,669) |
|
Net cash used in financing activities |
|
(6,232) |
(1,669) |
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(1,499) |
(6,766) |
|
Effects of exchange rate changes on cash and cash equivalents |
|
(58) |
233 |
|
Cash and cash equivalents at beginning of the year |
|
2,756 |
9,289 |
|
Cash and cash equivalents at end of the year |
10 |
1,199 |
2,756 |
Notes to the Consolidated Financial Statements
1 The Company
Qatar Investment Fund plc (formerly Epicure Qatar Equity Opportunities plc) (the "Company") was incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931-2004 on 26 June 2007 as a public company with registered number 120108C.
Pursuant to an Admission Document dated 25 July 2007 there was an original placing of up to 171,355,000 Ordinary Shares, with Warrants attached on the basis of 1 Warrant to every 5 Ordinary Shares. Following the placing on 31 July 2007, 171,355,000 Ordinary Shares and 34,271,000 Warrants were issued.
The Shares of the Company were admitted to trading on the AIM market of the London Stock Exchange ("AIM") on 31 July 2007, when dealings also commenced.
As a result of a further fund raising in December 2007, a further 76,172,523 Ordinary Shares were issued, which were admitted for trading on AIM on 13 December 2007.
On 4 December 2008, the share premium arising from the placing of shares was cancelled and the amount of the share premium account transferred to retained earnings.
The Shares of the Company were admitted to trading on the Main Market of the London Stock Exchange on 13 May 2011.
In the year ended 30 June 2011, the Company purchased 464,696 of its ordinary shares for a total value of US$398,566 to be held in treasury. 60,000 shares had been repurchased in the year ended 30 June 2010 for treasury but had been held for over a year and were therefore cancelled in the current financial year. The buy-backs are effected through retained reserves.
The Company's agents and the Investment Manager perform all significant functions. Accordingly, the Company itself has no employees.
Duration
The Company currently does not have a fixed life but the Board considers it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, at the annual general meeting of the Company in 2012 a resolution will be proposed that the Company ceases to continue as presently constituted. Shareholders holding at least fifty one per cent of the shares must vote in favour of this resolution for it to be passed. If the resolution is not passed, a similar resolution will be proposed at every third annual general meeting of the Company thereafter. If the resolution is passed, the Directors will be required, within 3 months of the resolution, to formulate proposals to be put to Shareholders to reorganise, unitise or reconstruct the Company, or for the Company to be wound up.
2 The Subsidiary
The Company has the following subsidiary company:
|
|
Country of incorporation |
Percentage of shares held |
|
Epicure Qatar Opportunities Holdings Limited |
British Virgin Islands |
100% |
Epicure Qatar Opportunities Holdings Limited is a wholly owned subsidiary of the Company, and was incorporated in the British Virgin Islands on 4 July 2007 under the provisions of the Companies Act 2001, as a limited liability company with registered number 1415393.
3 Significant Accounting Policies
The consolidated financial statements of the Company for the year ended 30 June 2011 comprise the Company and its subsidiary, Note 2, (together referred to as the "Group").
3 Significant Accounting Policies continued
3.1 Basis of presentation
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). The financial statements have been prepared under the historic cost convention, as modified by the revaluation of financial assets held at fair value through profit or loss.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise its judgement in the process of applying the Group's accounting policies. The financial statements do not contain any critical accounting estimates.
3.2 Basis of consolidation
Subsidiaries
Subsidiaries are those enterprises controlled by the Company. Control exists where the Company has the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control effectively commences until the date that control effectively ceases.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised gains or losses arising from intra-group transactions, are eliminated in the consolidated financial statements.
3.3 Financial assets at fair value through profit or loss
Investments are designated at fair value through profit or loss on initial recognition. The Group invests in quoted equities for which fair value is based on quoted market prices. The quoted market price used for financial assets held by the Group is the current bid price ruling at the year-end without regard to selling prices.
Purchases and sales of investments are recognised on trade date - the date on which the Group commits to purchase or sell the asset. Investments are initially recorded at fair value, and transaction costs for all financial assets and financial liabilities carried at fair value through profit and loss are expensed as incurred.
Gains and losses arising from changes in the fair value of the financial assets and liabilities are included in the income statement in the year in which they arise.
3.4 Foreign currency translation
The Qatari Riyal is the currency of the primary economic environment in which the entity operates ("the functional currency").
The US Dollar is the currency in which the financial statements are presented ("the presentational currency").
Monetary assets and liabilities denominated in foreign currencies as at the date of these financial statements are translated to Qatari Riyal at exchange rates prevailing on that date. Income and expenses are translated into Qatari Riyal based on exchange rates on the date of the transaction. All resulting exchange differences are recognised in the income statement.
The financial statements are presented in US Dollars by translating the assets and liabilities denominated in Qatari Riyal at the exchange rate prevailing on the balance sheet date. Items of revenue and expense are translated at exchange rates on the date of the relevant transactions or an average rate. Components of equity are translated at the date of the relevant transaction and not retranslated. All resulting exchange differences are recognised in other comprehensive income.
3.5 Interest income and dividend income
Interest income is recognised on a time-proportionate basis using the effective interest rate method.
Dividend income is recognised when the right to receive payment is established.
3.6 Segment reporting
The Group has one segment focusing on maximising total returns through investing in quoted securities in Qatar and the GCC region. No additional disclosure is included in relation to segment reporting, as the Group's activities are limited to one business and geographic segment.
3.7 Cash and cash equivalents
Cash and cash equivalents comprise cash deposited with banks and bank overdrafts repayable on demand.
3.8 Investment in subsidiaries
Investment in subsidiaries in the Company balance sheet is stated at fair value.
3.9 Future changes in accounting policies
IASB (International Accounting Standards Board) and IFRIC (International Financial Reporting Interpretations Committee) have issued the following standards and interpretations with an effective date after the date of these financial statements:
|
New/Revised International Financial Reporting Standards (IAS/IFRS) |
Effective date (accounting periods commencing on or after) |
|
|
|
|
IAS 1 Presentation of Financial Statements* IAS 1 Presentation of Financial Statements - amendments to revise the way other comprehensive income is presented |
1 January 2011
1 July 2012 |
|
IAS 12 Income Taxes - Limited scope amendment (recovery of underlying assets) (December 2010) |
1 January 2012 |
|
IAS 19 Employee Benefits - Amendment resulting from the Post-Employment Benefits and Termination Benefits projects |
1 January 2013 |
|
IAS 24 Related Party Disclosures - Revised definition of related parties |
1 January 2011 |
|
IAS 27 Consolidated and Separate Financial Statements - Reissued as IAS 27 Separate Financial Statements (as amended in May 2011) |
1 January 2013 |
|
IAS 28 Investments in Associates - Reissued as IAS 28 Investments in Associates and Joint Ventures (as amended in May 2011) |
1 January 2013 |
|
IAS 34 Interim Financial Reporting* |
1 January 2011 |
|
IFRS 7 Financial Instruments: Disclosures* |
1 January 2011 |
|
IFRS 7 Financial Instruments: Disclosures - Amendments enhancing disclosures about transfers of financial assets (October 2010) |
1 July 2011 |
|
IFRS 9 Financial Instruments - Classification and Measurement |
1 January 2013 |
|
IFRS 10 Consolidated Financial Statements** |
1 January 2013 |
|
IFRS 11 Joint Arrangements** |
1 January 2013 |
|
IFRS 12 Disclosure of Interests in Other Entities** |
1 January 2013 |
|
IFRS 13 Fair Value Measurement** |
1 January 2013 |
|
|
|
|
IFRIC Interpretation |
|
|
IFRIC 13 Customer Loyalty Programmes* |
1 January 2011 |
|
IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction - November 2009 amendments with respect to voluntary prepaid contributions |
1 January 2011 |
*Amendments resulting from May 2010 Annual Improvements to IFRSs
** Original issue May 2011
The Directors do not expect the adoption of the standards and interpretations to have a material impact on the Group's financial statements in the period of initial application.
4 Net Asset Value per Share
The net asset value per share as at 30 June 2011 is US$1.0317 per share (30 June 2010: US$0.84) based on 232,996,466 (30 June 2010: 233,461,162) ordinary shares in issue as at that date.
There is a small difference between the published NAV at 30 June 2011 and the NAV in the financial statements owing to items identified after striking the NAV. This is highlighted in the table below:
|
30 June 2011 |
US$ |
|
Published NAV |
240,511,770 |
|
Items identified after striking NAV |
(136,218) |
|
Final NAV in Financial Statements |
240,375,552 |
5 Fair Value Hierarchy
The amendment to IFRS 7, effective 1 January 2009, requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
All the Company's investments are classed as level 1 investments.
6 Investments and amount due from subsidiary
Group
30 June 2011: Financial assets at fair value through profit or loss; all quoted equity securities:
|
Security name |
Number |
US$'000 |
|
Oman Qatari Telecommunication Company (NWRS OM) |
918,048 |
1,621 |
|
Barwa Real Estate (BRES QD) |
1,892,213 |
15,611 |
|
Commercial Bank of Qatar (CBQK QD) |
1,300,666 |
25,710 |
|
Doha Bank (DHBK QD) |
1,302,063 |
18,374 |
|
Gulf International Services (GISS QD) |
1,085,662 |
8,807 |
|
Industries Qatar (IQCD QD) |
879,620 |
32,891 |
|
Masraf Al Rayan (MARK QD) |
4,612,790 |
29,405 |
|
National Leasing (NLCS QD) |
235,728 |
2,550 |
|
Qatar Electricity and Water (QEWS QD) |
246,191 |
9,726 |
|
Qatar Gas Transport (QGTS QD) |
555,562 |
2,762 |
|
Qatar Insurance (QATI QD) |
392,729 |
8,582 |
|
Qatar Islamic Bank (QIBK QD) |
856,078 |
18,379 |
|
Qatar National Bank (QNBK QD) |
1,130,195 |
43,750 |
|
Qatar National Cement Company (QNCD QD) |
35,725 |
1,120 |
|
Qatar Navigation (QNNS QD) |
545,977 |
11,991 |
|
Qatar Telecom (QTEL QD) |
206,182 |
8,666 |
|
|
|
239,945 |
Group
30 June 2010: Financial assets at fair value through profit or loss; all quoted equity securities:
|
Security name |
Number |
US$'000 |
|
Al-Dar Properties (ALDAR UH) |
10,000 |
7 |
|
First Gulf Bank (FGB DH) |
95,000 |
387 |
|
Tamweel PJSC (TAMWEEL UH) |
100,000 |
- |
|
Union Properties Company (UPP UH) |
1,625,096 |
161 |
|
Global Investment House K.S.C.C. (GLOBAL KK) |
341,500 |
58 |
|
Al Meera Consumer Goods (MERS QD) |
34,000 |
507 |
|
Barwa Real Estate (BRES QD) |
1,000,560 |
7,920 |
|
Commercial Bank of Qatar (CBQK QD) |
1,345,955 |
24,453 |
|
Doha Bank (DHBK QD) |
1,164,229 |
14,496 |
|
Gulf International Services (GISS QD) |
1,171,878 |
9,147 |
|
Industries Qatar (IQCD QD) |
962,607 |
25,478 |
|
Masraf Al Rayan (MARK QD) |
4,576,874 |
18,115 |
|
National Leasing (NLCS QD) |
175,897 |
1,310 |
|
Qatar Electricity and Water (QEWS QD) |
244,875 |
6,939 |
|
Qatar Gas Transport (QGTS QD) |
1,709,563 |
8,693 |
|
Qatar Insurance (QATI QD) |
459,514 |
8,399 |
|
Qatar Islamic Bank (QIBK QD) |
993,269 |
19,356 |
|
Qatar National Bank (QNBK QD) |
790,513 |
29,202 |
|
Qatar Navigation (QNNS QD) |
343,711 |
7,605 |
|
Qatar Telecom (QTEL QD) |
159,811 |
7,160 |
|
Qatar United Development Company (UDCD QD) |
279,277 |
1,812 |
|
Vodaphone Qatar (VFQS QD) |
844,392 |
1,868 |
|
|
|
193,073 |
Company
|
|
30 June 2011 |
30 June 2010 |
|
|
US$'000 |
US$'000 |
|
|
|
|
|
Investment in subsidiary |
- |
- |
|
Amount due from subsidiary |
238,453 |
193,851 |
The amount due from the subsidiary is subject to interest on the aggregate principal amount drawn down from 1 January 2011, at the US prime rate per annum. All loan repayments made by the subsidiary will first be deducted from the outstanding loan interest before being applied to the principal balance. The loan is not secured and is repayable on demand.
7 Commission rebate
During the year the Group received 60% brokerage commission rebates for all trades done through its Qatar brokers. This arrangement is set to continue. For the year ended 30 June 2011 the Group received US$160,151 (2010: US$580,009).
8 Main Market listing costs
During the year the Company incurred expenditure of US$1,230,011 in connection with the listing on the Main Market of the London Stock Exchange. This total was made up as follows:
|
|
30 June 2011 |
|
|
US$'000 |
|
Sponsor fees |
329 |
|
Legal fees |
316 |
|
Accounting fees |
292 |
|
Admission fees |
126 |
|
Additional Directors fees |
90 |
|
Administrator fees |
65 |
|
Printing fees |
12 |
|
|
1,230 |
9 Charges and Fees
|
|
30 June 2011 |
30 June 2010 |
|
|
US$'000 |
US$'000 |
|
Investment Manager's fees (see below) |
2,886 |
2,480 |
|
Performance fees (see below) |
- |
- |
|
|
|
|
|
Administrator and Registrar's fees (see below) |
391 |
382 |
|
Custodian fees (see below) |
562 |
588 |
|
Directors' fees and expenses |
337 |
245 |
|
Directors' insurance cover |
44 |
42 |
|
Broker fees |
117 |
81 |
|
Other |
382 |
194 |
|
Other expenses |
1,833 |
1,532 |
Investment Manager's fees
Annual fees
The Investment Manager is entitled to an annual management fee of 1.25% of the Net Asset Value of the Group, calculated monthly and payable quarterly in arrears.
Annual management fees for the year ended 30 June 2011 amounted to US$2,886,079 (30 June 2010: US$2,479,862) and the amount accrued but not paid at the year-end was US$759,261 (30 June 2010: US$673,761).
Performance fees
Up until 17 March 2011 the Investment Manager received a performance fee if the following were met:
i) a high watermark was exceeded, whereby the adjusted net asset value per Ordinary Share at the end of the relevant performance period must have been higher than the high watermark; and
ii) a performance test must have been met where the adjusted net asset value per Ordinary Share at the end of the relevant performance exceeded the target net asset value per Ordinary Share.
If the performance test described above was met and the high watermark described was exceeded, the performance fee would be equal to 20% of the increase in the adjusted net asset value per ordinary share at the end of the relevant performance period above the target net asset value per Ordinary Share multiplied in each case by the weighted average of the number of Ordinary Shares in issue in the performance period. For the first performance period, the target net asset value per Ordinary Share was the Placing price increased by the hurdle rate. For each subsequent performance period, the target net asset value per Ordinary Share meant the net asset value per share, adjusted for any prior year performance fees paid, at the start of the relevant performance period as increased by the hurdle rate of 8% pro rata per annum.
At 17 March 2011 there was no performance fee payable or paid.
Effective from 17 March 2011, the performance fee structure is based upon the relative performance of the Company against the performance of the QE Index. The performance fee is payable by reference to the increase in Adjusted Net Asset Value per Ordinary Share in excess of the Target Net Asset Value per Ordinary Share (Opening Net Asset Value per ordinary share adjusted by the movement on the Qatar Exchange Index) over the course of a Performance Period. The Net Asset Value per Ordinary Share on the date of the passing of the Resolution (17 March 2011) has been set as the initial reference point.
The Investment Manager is entitled to a performance fee in respect of a Performance Period only if the Adjusted Net Asset Value per Ordinary Share at the end of the relevant Performance Period, after excluding dividends paid and received, exceeds the Target Net Asset Value per Ordinary Share.
If the performance test is met, the performance fee will be an amount equal to 15 per cent. of the amount by which the Adjusted Net Asset Value per Ordinary Share at the end of the relevant Performance Period exceeds the Target Net Asset Value per Ordinary Share multiplied by the time weighted average of the number of Ordinary Shares in issue in the Performance Period together, if applicable, with an amount equal to the VAT thereon.
In any Outperformance Period which follows any one or more Underperformance Periods, the performance fee payable shall be calculated by multiplying X minus Y by 15 per cent. (where X is the increase in the Adjusted Net Asset Value per Ordinary Share at the end of the relevant Outperformance Period above the Target Net Asset Value per Ordinary Share for that Performance Period and Y is the aggregate of the Shortfall Returns for the previous Underperformance Periods) and multiplied by the time weighted average of the number of Ordinary Shares in issue in the Performance Period. If X minus Y is a negative figure, no performance fee shall be payable.
If the Adjusted Net Asset Value per Ordinary Share at the end of the relevant Performance Period is higher than the Target Net Asset Value per Ordinary Share but is less than the Opening NAV, any accrued performance fee will be withheld and shall not be payable and will only become payable in the event that the Target Net Asset Value per Ordinary Share and the Opening NAV is exceeded in respect of a subsequent Performance Period. For the avoidance of doubt, in the event that the Target Net Asset Value per Ordinary Share and the Opening NAV is exceeded in respect of a subsequent Performance Period, all accrued but unpaid performance fee(s) in respect of previous Performance Periods will become due and payable.
If there has been a Shortfall Return in respect of a Performance Period and performance fees have been accrued but withheld in respect of one or more prior Performance Periods, the accrued but withheld performance fees will be reduced by treating the prior Performance Period(s) and the current Performance Period as one Performance Period and calculating any performance fee due over that aggregated period. For the avoidance of doubt, in the event that the Target Net Asset Value per Ordinary Share and the Opening NAV is exceeded in respect of a subsequent Performance Period, all accrued but unpaid performance fee(s) in respect of previous Performance Periods will become due and payable.
The Investment Manager will not be entitled to such part of any performance fee to which it would otherwise be entitled if:
(i) payment of such part of any performance fee would cause the aggregate performance fee in respect of a Performance Period, excluding any accrued but unpaid performance fee in respect of previous Performance Periods, to exceed 1.5 per cent. of the Net Asset Value of the Company at the end of the relevant Performance Period (or, in the case of the any Performance Period of less than a year, 1.5 per cent. multiplied by the number of days in that Performance Period divided by 365); or
(ii) payment of such part within the Performance Period would have caused the performance test or Opening NAV not to be met.
Performance fees accrued but not paid during the year ended 30 June 2011 amounted to US$nil (30 June 2010: US$nil).
The Investment Manager is responsible for the payment of all fees to the Investment Adviser.
The Investment Management Agreement is subject to termination, inter alia, on 12 months' notice by either party.
Investment Management Agreement definitions
|
Adjusted Net Asset Value per Ordinary Share |
at a particular time, the total of A minus B plus C where: (i) A is the Net Asset Value per Ordinary Share at that time calculated on a basis that does not recognise any liability of the Company to the Investment Manager in respect of any performance fee that is, or may become, payable; (ii) B is the sum of all dividends received by the Company since 1 January 2011 divided by the number of Ordinary Shares in issue at the time of each dividend; and (iii) C is the sum of all dividends paid by the Company since 1 January 2011 divided by the number of Ordinary Shares in issue at the time of each dividend;
|
|
Performance Period |
each period in respect of which the Company produces audited accounts and, if different, the final period for which the Investment Management Agreement subsists or any shorter period where there has been an issue of Ordinary Shares which exceeds 10 per cent. of the then existing share capital of the Company, subject always to the discretion of the Board. The first Performance Period commenced on date of the passing of the Resolution (17 March 2011)
|
|
Outperformance Period |
any Performance Period in which the Adjusted Net Asset Value per Ordinary Share at the end of the relevant Performance Period exceeds the Target Net Asset Value per Ordinary Share
|
|
Shortfall Return |
the amount by which the Target Net Asset Value per Ordinary Share exceeds the Adjusted Net Asset Value per Ordinary Share in respect of a Performance Period |
Under the terms of an option agreement dated 25 July 2007 the Investment Manager was granted an option to acquire 1,713,550 shares at an option price of US$1.00 per share. The Investment Manager Option Deed provides for the transfer of the options by the Investment Manager to the Distribution Adviser and the Placing Agent.
The option may be exercised by the Distribution Adviser and the Placing Agent in whole or in part at any time before the fifth anniversary of admission to trading on AIM.
The option was independently valued using a Black-Scholes model giving a fair value of US$672,300 which was charged to equity as a share issue expense.
Administrator and Registrar fees
The Administrator is entitled to receive a fee of 15 basis points per annum of the net asset value of the Company between US$0 and US$100 million, 12.5 basis points of the net asset value of the Company between US$100 and US$200 million and 10 basis points of the net asset value of the Company in excess of US$200 million, subject to a minimum monthly fee of US$15,000, payable quarterly in arrears. The Administrator has also received an inception fee on a time and charges basis subject to a minimum fee of US$20,000.
The Administrator assists in the preparation of the financial statements of the Company and provides general secretarial services.
The Administrator may utilise the services of a CREST accredited registrar for the purposes of settling share transactions through CREST. The cost of this service will be borne by the Company. It is anticipated that the cost will be in the region of £6,000 per annum subject to the number of CREST settled transactions undertaken.
Administration fees paid for the year ending 30 June 2011 amounted to US$357,240 and US$33,794 for additional services (30 June 2010: US$334,637 and US$47,350 respectively).
Custodian fees
The Custodian is entitled to receive fees calculated as 7.5 basis points per annum of the net asset value of the Company up to US$100 million and 6 basis points per annum of the net asset value in excess of US$100 million, subject to a minimum monthly fee of US$6,250. The Custodian was also entitled to an inception fee by reference to time spent subject to a minimum fee of US$10,000. Subcustodian fees are also payable.
Custodian and subcustodian fees for the year ending 30 June 2011 amounted to US$562,341 (30 June 2010: US$587,548) and the amount accrued but not paid at the year-end was US$99,705 (30 June 2010: US$79,605).
10 Cash and Cash Equivalents
|
|
30 June 2011 |
30 June 2010 |
|
|
US$'000 |
US$'000 |
|
Bank balances |
1,199 |
2,756 |
|
Cash and cash equivalents |
1,199 |
2,756 |
11 Share Capital
|
|
30 June 2011 |
30 June 2010 |
|
|
US$'000 |
US$'000 |
|
Authorised: |
|
|
|
500,000,000 Ordinary shares of US$0.01 each |
5,000,000 |
5,000,000 |
|
Allotted, Called-up and Fully-Paid: |
|
|
|
232,996,466 (2010: 233,461,162) Ordinary shares of US$0.01 each in issue, with full voting rights |
2,330 |
2,335 |
|
464,696 (2010: 60,000) Ordinary shares of US$0.01 each held in Treasury |
5 |
1 |
|
|
2,335 |
2,336 |
During the year to 30 June 2011 the Company repurchased 464,696 (2010: 60,000) Ordinary shares, to be held in treasury, at a cost of US$398,566 (2010: US$45,000) and cancelled 60,000 (2010: nil) Ordinary shares in treasury which had been held for more than one year. The Ordinary shares held in treasury have no voting rights and are not entitled to dividends.
Warrants
34,271,000 warrants were issued pursuant to the initial Placing (one warrant for every five ordinary shares issued). The warrants entitle the holder to subscribe for one Ordinary Share of 1 cent each in the Company in cash on 31 October in any of the years 2008 to 2012 inclusive, at a price of US$1.25 per Share payable in full on subscription.
Share Option
There is a share option in existence, which is disclosed in more detail in note 9.
Capital management
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the Company. The Board manages the Group's affairs to achieve shareholder returns through capital growth rather than income, and monitors the achievement of this through growth in net asset value per share.
Group capital comprises share capital and reserves. Neither the Company nor its subsidiary is subject to externally imposed capital requirements.
12 Other reserves
|
|
Foreign currency translation reserve |
Capital redemption reserve |
Other reserves* |
30 June 2011 Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Balance at 1 July 2010 |
309 |
139 |
672 |
1,120 |
|
Foreign exchange translation differences |
(316) |
- |
- |
(316) |
|
Share buy-backs |
- |
1 |
- |
1 |
|
Balance at 30 June 2011 |
(7) |
140 |
672 |
805 |
*Other reserves figure is comprised of share issue expenses relating to the issue of share options.
13 Earnings per Share
Basic and diluted earnings per share are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
|
|
30 June 2011 |
30 June 2010 |
|
|
|
|
|
Profit attributable to equity holders of the Company (US$'000) |
51,310 |
17,056 |
|
Weighted average number of ordinary shares in issue (thousands) |
233,403 |
234,445 |
|
Basic and diluted earnings per share (cents per share) |
21.98 |
7.28 |
There is no difference between basic and diluted ordinary shares in issue as the options and the warrants (Note 11) are not dilutive in 2011.
14 Trade and other payables
Group
|
|
30 June 2011 |
30 June 2010 |
|
|
US$'000 |
US$'000 |
|
Due to broker |
70 |
- |
|
Management fee payable |
759 |
673 |
|
Administration fee payable |
86 |
81 |
|
Accruals and sundry creditors |
452 |
127 |
|
|
1,367 |
881 |
Company
|
|
30 June 2011 |
30 June 2010 |
|
|
US$'000 |
US$'000 |
|
Administration fee payable |
80 |
74 |
|
Accruals and sundry creditors |
391 |
116 |
|
|
471 |
190 |
15 Taxation
Isle of Man taxation
The Company is resident for taxation purposes in the Isle of Man by virtue of being incorporated in the Isle of Man and is technically subject to taxation on its income but the rate of tax will be zero. The Company is required to pay an annual corporate charge of £250 per annum.
The Company became registered for VAT from 1 February 2011.
Qatar taxation
It is the intention of the Directors to conduct the affairs of the Company so that it is not considered to be either resident in Qatar or doing business in Qatar.
Qatar does not impose withholding tax on dividend distributions by Qatari companies to non-residents.
Capital gains made by the Company on disposal of shares in Qatari companies will not be subject to tax in Qatar.
There is no stamp duty or equivalent tax on the transfer of shares in Qatari companies.
Kuwait taxation
Since 1 January 2009 dividends paid on behalf of holdings in Kuwait have withholding tax deducted at 15%.
16 Financial instruments
The Group's activities expose it to a variety of financial risks: market price risk, foreign exchange risk, credit risk, liquidity risk and interest rate risk.
Market price risk
The Group's strategy for the management of investment risk is driven by the Group's investment objective. The main objective of the Group is to capture the opportunities for growth offered by the expanding Qatari economy by investing in listed companies or companies soon to be listed. This will be principally through the medium of the Qatar Exchange.
All investments present a risk of loss of capital through movements in market prices. The Investment Manager and Investment Adviser moderate this risk through a careful selection of securities within specified limits. The Investment Manager and the Investment Adviser review the position on a day to day basis and the Directors review the position at Board meetings.
The Group's market price risk is managed through the diversification of the investment portfolio. Approximately 99% of the net assets attributable to holders of ordinary shares is invested in equity securities, of which a maximum of 15% is to be invested outside Qatar. Investment opportunities are available in the United Arab Emirates and Kuwait.
At 30 June 2011, if the market value of the investment portfolio had increased/decreased by 1% with all other variables held constant, this would have increased/decreased net assets attributable to shareholders by approximately US$2.4 million (30 June 2010 : 1% : US$1.9 million).
Foreign exchange risk
The Group's operations are conducted in jurisdictions which generate revenue, expenses, assets and liabilities in currencies other than Qatari Riyal. As a result, the Group is subject to the effects of exchange rate fluctuations with respect to these currencies. The currency giving rise to this risk is primarily US Dollars.
The Group's policy is not to enter into any currency hedging transactions.
At the reporting date the Group had the following exposure:
|
Currency |
30 June 2011 |
30 June 2010 |
|
|
% |
% |
|
|
|
|
|
British Pound |
(0.01) |
- |
|
Omani Rial |
0.71 |
- |
|
US Dollar |
(0.12) |
0.86 |
|
Qatari Riyal |
99.41 |
98.83 |
|
Kuwaiti Dinar |
- |
0.03 |
|
UAE Dirham |
0.01 |
0.28 |
The following table sets out the Group's total exposure to foreign currency risk and the net exposure to foreign currencies of the monetary assets and liabilities:
|
30 June 2011 |
Monetary Assets |
Monetary Liabilities |
Net Exposure |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
British Pound |
265 |
(301) |
(36) |
|
Omani Rial |
1,711 |
- |
1,711 |
|
US Dollar |
696 |
(996) |
(300) |
|
Qatari Riyal |
239,046 |
(70) |
238,976 |
|
Kuwaiti Dinar |
- |
- |
- |
|
UAE Dirham |
24 |
- |
24 |
|
|
241,742 |
(1,367) |
240,375 |
|
30 June 2010 |
Monetary Assets |
Monetary Liabilities |
Net Exposure |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
US Dollar |
2,559 |
(881) |
1,678 |
|
Qatari Riyal |
193,322 |
- |
193,322 |
|
Kuwaiti Dinar |
58 |
- |
58 |
|
UAE Dirham |
555 |
- |
555 |
|
|
196,494 |
(881) |
195,613 |
At 30 June 2011 had the US Dollar weakened/strengthened by 1% (2010 : weakened/strengthened 1%) in relation to all currencies, with all other variables held constant, net assets attributable to equity holders of the Company would have increased/decreased by the amounts shown below:
|
30 June 2011 |
US$'000 |
|
British Pound |
- |
|
Omani Rial |
17 |
|
Qatari Riyal |
2,390 |
|
Kuwaiti Dinar |
.- |
|
UAE Dirham |
- |
|
Effect on net assets |
2,407 |
|
30 June 2010 |
US$'000 |
|
Qatari Riyal |
1,933 |
|
Kuwaiti Dinar |
1 |
|
UAE Dirham |
5 |
|
Effect on net assets |
1,939 |
In addition, since QAR is the functional currency of the Group and USD is the presentational currency any effect of changes in the foreign exchange rates between these currencies will be included in the translation reserve on consolidation.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Group.
The carrying amounts of financial assets best represent the maximum credit risk exposure at the balance sheet date. This relates also to financial assets carried at amortised cost.
At the reporting date, the Group's financial assets exposed to credit risk comprised the following:
|
|
30 June 2011 |
30 June 2010 |
|
|
US$'000 |
US$'000 |
|
Financial assets at fair value through profit or loss |
239,945 |
193,073 |
|
Cash and cash equivalents |
1,199 |
2,756 |
|
Other receivables |
598 |
665 |
|
|
241,742 |
196,494 |
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. Management does not expect any counterparty to fail to meet its obligations and there are no debts past their due dates as at the year-end.
Liquidity risk
The Group manages its liquidity risk by maintaining sufficient cash and the ability to close out market positions. The Group's liquidity position is monitored by the Investment Manager and the Board of Directors.
The residual undiscounted contractual maturities of financial liabilities are in the table below:
|
30 June 2011
|
Less than 1 month |
1-3 months |
3 months to 1 year |
1-5 years |
Over 5 years |
No stated maturity |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Financial liabilities |
|
|
|
|
|
|
|
Other creditors and accrued expenses |
1,367 |
- |
- |
- |
- |
- |
|
|
1,367 |
- |
- |
- |
- |
- |
|
30 June 2010
|
Less than 1 month |
1-3 months |
3 months to 1 year |
1-5 years |
Over 5 years |
No stated maturity |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Financial liabilities |
|
|
|
|
|
|
|
Other creditors and accrued expenses |
881 |
- |
- |
- |
- |
- |
|
|
881 |
- |
- |
- |
- |
- |
Interest rate risk
The majority of the Group's financial assets are non-interest bearing. Cash held by the Group is invested at short-term market interest rates. As a result, the Group is not subject to fair value interest rate risk due to fluctuations in the prevailing levels of market interest rates. However it is subject to cash flow risk arising from changes in market interest rates.
The table below summarises the Group's exposure to interest rate risks. It includes the Group's financial assets and liabilities at the earlier of contractual re-pricing or maturity date, measured by the carrying value of assets and liabilities:
|
30 June 2011 |
Less than 1month |
1-3 months |
3 months to 1 year |
1-5 years |
Over 5 years |
Non-interest bearing |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Financial Assets |
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
- |
- |
- |
- |
- |
239,945 |
239,945 |
|
Other receivables and prepayments |
- |
- |
- |
- |
- |
598 |
598 |
|
Cash |
1,199 |
- |
- |
- |
- |
- |
1,199 |
|
Total financial assets |
1,199 |
- |
|
- |
- |
240,543 |
241,742 |
|
Financial Liabilities |
|
|
|
|
|
|
|
|
Other creditors and accrued expenses |
- |
- |
- |
- |
- |
(1,367) |
(1,367) |
|
Total financial liabilities |
- |
- |
- |
- |
- |
(1,367) |
(1,367) |
|
|
|
|
|
|
|
|
|
|
Total interest rate sensitivity gap |
1,199 |
- |
- |
- |
- |
- |
- |
|
30 June 2010 |
Less than 1month |
1-3 months |
3 months to 1 year |
1-5 years |
Over 5 years |
Non-interest bearing |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Financial Assets |
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
- |
- |
- |
- |
- |
193,073 |
193,073 |
|
Other receivables and prepayments |
- |
- |
- |
- |
- |
665 |
665 |
|
Cash |
2,756 |
- |
- |
- |
- |
- |
2,756 |
|
Total financial assets |
2,756 |
- |
- |
- |
- |
193,738 |
196,494 |
|
Financial Liabilities |
|
|
|
|
|
|
|
|
Other creditors and accrued expenses |
- |
- |
- |
- |
- |
(881) |
(881) |
|
Total financial liabilities |
- |
- |
- |
- |
- |
(881) |
(881) |
|
|
|
|
|
|
|
|
|
|
Total interest rate sensitivity gap |
2,756 |
- |
- |
- |
- |
- |
- |
All interest received on cash balances is at variable rates. A sensitivity analysis for changes in interest rates on cash balances has not been provided as it is not deemed significant.
17 Related Party Transactions
Parties are considered to be related if one party has the ability to control the other party or to exercise significant influence over the other party in making financial or operational decisions.
The Investment Adviser is Qatar Insurance Company S.A.Q. The Group holds shares in Qatar Insurance Company S.A.Q. (see note 6). It is paid fees by the Investment Manager.
The Investment Manager, Epicure Managers Qatar Limited, is a related party by virtue of its ability to make operational decisions for the Company and through common directors. Fees payable to the Investment Manager are disclosed in note 9.
Paul Macdonald is currently Geschäftsführer for Helvetica Deutschland GmbH and a director of Helvetica Services GmbH and Helvetica Construction GmbH (all of which are part of the same group as the Investment Manager (Epicure Managers Qatar Limited)). Leonard O'Brien is a director of the Investment Manager.
18 Post Balance Sheet Events
On 1 September 2011 precautionary notice was given to the Investment Manager of the termination of the Investment Management Agreement. The termination is to take effect on 1 November 2012.
Since the year-end, we have renegotiated the terms of our custody arrangements to arrive at a lower cost for the Company. It is anticipated that the new Custodian Agreement will be executed later this month. When executed, the new custodian will be HSBC who will replace Anglo Irish Bank Corporation (International) PLC.
QATAR INVESTMENT FUND PLC
(Incorporated in the Isle of Man)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting of the above named Company will be held at the offices of Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB, British Isles on Monday 3 October 2011 at 10.00am to transact the following business:
ORDINARY BUSINESS
1. To receive and adopt the Report of the Investment Manager and Investment Adviser, Report of the Directors, Directors' Remuneration Report, Auditors' Report and the Audited Consolidated Financial Statements of the Company for the year end to 30 June 2011.
2. To approve a final dividend of 2.7 cents per ordinary share (as recommended by the Board of Directors) with respect to the year ended 30 June 2011.
3. To re-appoint KPMG Audit LLC Isle of Man, who have indicated their willingness to continue in office as auditors of the Company, for the year ending 30 June 2012.
4. To re-appoint as a director Mr Paul Macdonald who retires in accordance with the Articles of Association and offers himself for re-election.
5. To re-appoint as a director Mr Leonard O'Brien who retires in accordance with the Articles of Association and offers himself for re-election.
6. To re-appoint as a director Mr David von Simson who retires in accordance with the Articles of Association and offers himself for re-election.
7. To re-appoint as a director Mr Nicholas Wilson who retires in accordance with the Articles of Association and offers himself for re-election.
8. To re-appoint as a director Mr Neil Benedict who retires in accordance with the Articles of Association and offers himself for re-election.
SPECIAL BUSINESS
9. To renew the authority for the purchase of up to 14.99% by the Company of the fully paid ordinary shares in issue at a price of no less than USD0.01, not more than USD5.00 and no higher than 5% above the average market value of the company's equity shares for the 5 business days prior to the day the purchase is made with an expiry date of the conclusion of the next Annual General Meeting, or if earlier, on 23 December 2012.
10 . To deal with the rights of holders of equity securities in the Company to receive a pre-emptive offer of equity securities pursuant to Article 5A.2 of the Company Articles of Association with respect to the exclusion of 23,283,146 Ordinary shares, which is to expire immediately prior to the annual general meeting of the Company to be held in 2012."
By Order of the Board
Suzanne Jones
Secretary
Date: 5 September 2011
Registered Office
Millennium House
46 Athol Street
Douglas
Isle of Man IM1 1JB
British Isles
NOTES:
1 A member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him; a proxy need not be a member of the Company. In the case of joint holders, if more than one of such joint holder is present, only the person whose name stands first in the Register of Members in respect of the relevant joint holding will be entitled to vote, whether in person or by proxy.
2 A form of proxy accompanies this Notice. Completion and return of the form of proxy will not preclude a member from attending and voting at the Meeting if he so wishes. In the event that a member who has lodged a form of proxy attends the Meeting, his form of proxy will be deemed to have been revoked.
3 In order to be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, should be deposited at Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB, British Isles (Attn: Ian Dungate) Fax: 44 1624 692601 no later than forty eight hours before the date appointed for holding the meeting.
QATAR INVESTMENT FUND PLC
(Incorporated in the Isle of Man)
FORM OF PROXY
To be used for the Annual General Meeting of the above named company to be held at the offices of Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB, British Isles on Monday 3 October 2011 at 10.00am to transact the following business:
|
I/We _________________________________________________________________________________________________¹ |
|
of ________________________________________________________________________________¹ being member(s) of the |
|
above-named Company, hereby appoint the Chairman of the Meeting or ² __________________________________________ |
|
of ________________________________________________________________________________or Ian Dungate or failing |
|
him, John Maher as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held on |
|
Monday 3 October 2011 and at any adjournment thereof. |
I/We direct my/our proxy to vote in respect of the Resolutions to be proposed at such Annual General Meeting in the following manner ³:-
|
ORDINARY BUSINESS |
FOR |
AGAINST |
ABSTAIN |
|
|
1 |
THAT the Report of the Investment Manager and Investment Adviser, Report of the Directors, Directors' Remuneration Report, Auditors' Report and the Audited Consolidated Financial Statements of the Company for the year ended 30 June 2011 be approved. |
|
|
|
|
2 |
THAT a final dividend of 2.7 cents per ordinary share be declared payable with respect to the year ended 30 June 2011. |
|
|
|
|
3 |
THAT KPMG Audit LLC, Isle of Man be re-appointed as auditors of the Company for the year ending 30 June 2012. |
|
|
|
|
4 |
THAT Mr Paul Macdonald who retires in accordance with the Articles of Association be re-elected a director of the Company. |
|
|
|
|
5 |
THAT Mr Leonard O'Brien who retires in accordance with the Articles of Association be re-elected a director of the Company. |
|
|
|
|
6 |
THAT Mr David von Simson who retires in accordance with the Articles of Association be re-elected a director of the Company. |
|
|
|
|
7 |
THAT Mr Nicholas Wilson who retires in accordance with the Articles of Association be re-elected a director of the Company. |
|
|
|
|
8 |
THAT Mr Neil Benedict who retires in accordance with the Articles of Association be re-elected a director of the Company. |
|
|
|
|
SPECIAL BUSINESS |
|
|
|
|
|
9 |
THAT the authority for the purchase of up to 14.99% by the Company of the fully paid ordinary shares in issue at a price of no less than USD0.01,not more than USD5.00 and no higher than 5% above the average market value of the company's equity shares for the 5 business days prior to the day the purchase is made with an expiry date of the conclusion of the next Annual General Meeting, or if earlier, on 23 December 2012 be approved |
|
|
|
|
10 |
THAT the rights of holders of equity securities in the Company to receive a pre-emptive offer of equity securities pursuant to Article 5A.2 of the Company Articles of Association shall be and is hereby excluded in respect of 23,283,146 Ordinary shares, this exclusion to expire immediately prior to the annual general meeting of the Company to be held in 2012. |
|
|
|
Dated: 2011
Signature_________________________________
NOTES:
1 Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.
2 If you wish to appoint a person other than the Chairman of the Meeting as your proxy please delete the words "the Chairman of the Meeting" and print the name and address of the person you wish to appoint in the space provided.
3 Please indicate with a "X" in the appropriate space beside the resolution how you wish your proxy to vote on your behalf on a poll. Except as otherwise instructed, your proxy will exercise his discretion as to how he votes or whether he abstains from voting.
4 This form of proxy must be signed by the member or his attorney duly authorised in writing, or if the appointer is a corporation the form of proxy must be executed under the hand of an officer of the corporation duly authorised on their behalf.
5 A member entitled to attend and vote is entitled to appoint one or more parties to attend and, on a poll, to vote instead of him. A proxy need not also be a member. In the case of joint holders, if more than one such joint holder is present, only the person whose name stands first in the Register of Members in respect of the relevant joint holding will be entitled to vote, whether in person or by proxy
6 This form of proxy should be completed and lodged at the Company's registered office C/o Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB, British Isles (Attn: Ian Dungate) Fax: 44 1624 692601 no later than forty-eight hours before the date appointed for holding the meeting together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority.
This information is provided by RNS
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