FOR IMMEDIATE RELEASE
RELEASED BY BNP PARIBAS FUND SERVICES (GUERNSEY) LIMITED
HALF YEARLY RESULTS ANNOUNCEMENT
THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED ANNOUNCE UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2010
CHAIRMAN'S STATEMENT
I am pleased to report a further rise in the Net Asset Value per share of 11.3% to 247p in the six months to 30th September 2010, which reflects an out performance against our benchmark the small cap indices of slightly in excess of 8%.
As has been highlighted in the past, the investment style of North Atlantic concentrates on identifying value in target companies and then devising a strategy for unlocking that value. This is an iterative process and positive developments continue to be made across a number of our investments. However, the economic background continues to be challenging, with both the capital and credit markets highly restrictive. This makes progress slower than we would have hoped and, as I stated in the annual report, realising the full value of some of our investments will take time.
As realisations occur, it is also important that North Atlantic continues to identify new investment opportunities. I am pleased to report that good progress continues to be made on this front.
In line with our stated policy, no dividend will be paid for the period.
Nigel Cayzer
Chairman
11 November 2010
INVESTMENT ADVISER'S REPORT
During the six month period under review the Net Asset Value per share rose by 11.3% which compares favourably with a fall in the FTSE Index of 2.3% and a rise in the Small Cap Index of 3.2%.
Quoted equities:
The outstanding performer during the period was undoubtedly Castle Support Services which rose by 50% following an offer from Sulzer. RPC also rose nearly 20% following better than expected figures; Tenon prior to the sale of our holding by 15% and Quarto again following good figures by 33%. Inspired Gaming also rose nearly 20% following a takeover.
Unquoted:
The carrying value of Nastor/Celsis was written up during the period, reflecting a third party transaction, whilst the Avanti loan note was repaid at par plus accrued.
Outlook:
The second half of the year has started well with a bid approach for Chrysalis and the remainder of the portfolio appears to be performing satisfactorily.
The principal concern is that stock market liquidity in smaller companies is very limited, making it difficult to acquire or sell meaningful quantities of shares.
The unquoted portfolio continues to perform well and could create substantial value over the next couple of years.
We therefore expect to build further on the good performance of the first half and look forward to the future with confidence.
North Atlantic Value LLP
11 November 2010
TEN LARGEST EQUITY HOLDINGS
as at 30 September 2010
RPC Group Plc
Cost £2.85m (1,250,000 shares)
Market value £3.69m representing 7.24% of Net Asset Value
RPC is the largest company plastic packaging company in Europe. A new chairman has restructured the business and we believe this will lead to a significant improvement in profitability over the next few years.
Chrysalis Group Plc
Cost £3.50m (3,500,000 shares)
Market value £3.50m representing 6.88% of Net Asset Value
Chrysalis Group's principal asset is a substantial music library which is believed to be worth significantly above the current share price. The company has recently announced it is in discussions to be acquired.
BBA Aviation plc
Cost £3.94m (1,500,000 shares)
Market value £2.83m representing 5.55% of Net Asset Value
BBA Aviation's principal business is Signature which is the leading provider of aviation support facilities for private jets throughout the world. The company has modest debt and is seeing good growth as the US in particular emerges from recession.
Catalyst Media Group Plc
Cost £1.44m (3,125,000 shares)
Market value £2.66m representing 5.22% of Net Asset Value
Catalyst Media Group's principal asset is a 21% stake in SIS the leading provider of data and racing programmes to the bookmaking industry. The company has recently announced that it is seeking to be acquired.
Orthoproducts Limited
Cost £1.21m (319 shares)
Market value £2.55m representing 5.01% of Net Asset Value
Orthoplastics is one of two companies in the world capable of manufacturing advanced plastic materials for the orthopedics industry. In addition the company is successful in rapidly growing plastic components for the same industry.
Gleeson (M.J.) Group Plc
Cost £5.71m (2,251,902 shares)
Market value £2.52m representing 4.95% of Net Asset Value
Gleeson is a small builder with operations in the Midlands and North of England. The company has no debt and was modestly profitable for the twelve months ended June 2010. Our estimated private market value of the business is over 50% higher than the current share price.
Quarto Group Inc
Cost £2.47m (2,050,000 shares)
Market value £2.36m representing 4.63% of Net Asset Value
Quarto is the world's largest publisher of 'coffee table' books, but also has more traditional publishing operations. Recent results have been good and the share price has responded favourably.
Bavaria Industriekapital AG
Cost £1.79 (198,350 shares)
Market value £2.26m representing 4.44% of Net Asset Value
Bavaria Industriekapital AG is a small German industrial conglomerate. The company has no debt and trades on a modest price earnings ratio. The stock is very illiquid and the holding was reduced over the period.
Idox Plc
Cost £2.03m (18,019,522 shares)
Market value £2.07m representing 4.07% of Net Asset Value
Idox is a specialist software company servicing local authorities. The company has no debt and substantial cash balances. The private market value is believed to be significantly above the current share price.
Augean Plc
Cost £4.50m (6,575,284 shares)
Market value £1.84m representing 3.62% of Net Asset Value
Augean is the UK's largest hazardous waste landfill company. The company has little debt and generates substantial cashflow.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm to the best of their knowledge that:
· The half-yearly accounts, which have been prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole as required by DTR 4.2.4R ;
· the Interim Management Report and Investment Adviser's Report include a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
· the Interim Management Report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).
By order of the Board
Walid Chatila Rupert Evans
Director Director
11 November 2010 11 November 2010
INTERIM MANAGEMENT REPORT
Review of Business
A summary of the performance of the Group and future outlook is provided in the Investment Adviser's report on page 5.
Dividend
The Directors do not propose payment of a dividend (30 September 2009 - Nil, 31 March 2010 - Nil).
Capital values
At 30 September 2010 the value of the assets available to shareholders was £50.9m (30 September 2009 - £49.2m, 31 March 2010 - £50.0m) and the Net Asset Value per share was £2.47 (30 September 2009 - £2.16, 31 March 2010 - £2.22).
Related party transactions
Related party transactions are disclosed in note 8 to the condensed financial statements.
Risks and uncertainties
The main risks arising from the Group's financial instruments are:
(i) market risk, including currency risk, interest rate risk and other price risk;
(ii) liquidity risk; and
(iii) credit risk
The Company Secretary, in close cooperation with the Board of Directors and the Investment Manager, coordinates the Group's risk management. The policies for managing each of these risks are summarised below and have been applied throughout the period.
(i) Market risk
The fair value or future cash flows of a financial instrument held by the Group may fluctuate because of changes in market prices. This market risk comprises currency risk, interest rate risk and other price risk. The Board of Directors reviews and agrees policies for managing these risks, which policies have remained substantially unchanged from those applying in the year ended 31 March 2010. The Investment Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.
Currency risk
The functional and presentational currency of the Group is Sterling and, therefore, the Group's principal exposure to foreign currency risk comprises investments priced in other currencies, principally US Dollars. The Investment Manager monitors the Group's exposure to foreign currencies and reports to the board on a regular basis. The Investment Manager measures the risk to the Group of the foreign currency exposure by considering the effect on the net asset value and income of a movement in the rates of exchange to which the Group's assets, liabilities, income and expenses are exposed.
Income denominated in foreign currencies is converted to Sterling on receipt.
The Group's financial assets comprise fixed and equity investments, trade receivables and cash balances.
The Group finances its investment activities through the Group's Ordinary Share capital and reserves. The Group's financial liabilities comprise trade payables.
Interest rate risk
Interest rate movements may affect:
· the fair value of the investments in fixed rate securities;
· the level of income receivable on cash deposits.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions. The Board reviews on a regular basis the values of the unquoted loans to companies in which private equity investment is made. Interest rate risk is not significant to the Group.
Other price risk
Other price risks (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.
The Group's exposure to price risk comprises mainly movements in the value of the Group's investments.
The Board of Directors manages the market price risks inherent in the investment portfolios by ensuring full and timely access to relevant investment information from the Investment Manager. The Board meets regularly and at each meeting reviews investment performance. The Board monitors the Investment Manager's compliance with the Group's objectives and is directly responsible for investment strategy and asset allocation.
(ii) Liquidity risk
This is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.
Liquidity risk is significant as the Group invests in unlisted equities and other investments that may not be readily realisable.
In accordance with the Group's policy, the Investment Manager monitors the Company's liquidity risk, and the Board of Directors reviews it.
(iii) Credit risk
The Group does not have any significant exposure to credit risk arising from any one individual party. Credit risk is spread across a number of counterparties, each having an immaterial effect on the Group's cash flows, should a default happen.
By order of the Board
Walid Chatila Rupert Evans
Director Director
11 November 2010 11 November 2010
for the six months ended 30 September 2010, expressed in £ sterling
|
|
Six months ended 30 September |
Six months ended 30 September |
Year 31 March |
|
|
2010 |
2009 |
2010 |
|
Notes |
£ |
£ |
£ |
Income |
2 (a) |
|
|
|
Interest |
|
27,447 |
197,239 |
451,310 |
Dividends and investment income |
|
1,165,746 |
1,179,003 |
1,766,236 |
|
|
|
|
|
|
|
1,193,193 |
1,376,242 |
2,217,546 |
|
|
|
|
|
Realised losses on investments |
2 (g) |
(2,339,640) |
(1,034,886) |
(1,480,675) |
Unrealised gain on revaluation of investments |
2 (g) |
6,075,383 |
11,375,113 |
13,432,513 |
Gain/(loss) on foreign currency translation |
2 (f) |
626 |
(12,492) |
(18,297) |
|
|
|
|
|
Income from investments |
|
4,929,562 |
11,703,977 |
14,151,087 |
|
|
|
|
|
Expenses |
2 (j) |
|
|
|
Management and Investment Adviser's fee |
|
273,578 |
253,032 |
523,255 |
Custodian fees |
|
7,335 |
9,962 |
17,894 |
Administration fees |
|
26,579 |
25,226 |
51,496 |
Registrar and transfer agent fees |
|
5,422 |
10,822 |
14,763 |
Transaction costs |
|
31,468 |
51,644 |
132,580 |
Directors' fees and expenses |
|
93,736 |
92,352 |
132,580 |
Audit fees |
|
24,082 |
12,534 |
36,500 |
Insurance |
|
4,401 |
5,264 |
10,500 |
Legal and professional fees |
|
120,942 |
143,179 |
225,544 |
Other expenses |
|
12,783 |
23,938 |
492,593 |
|
|
|
|
|
Total expenses |
|
600,326 |
627,953 |
1,637,705 |
|
|
|
|
|
Net income for the period / year before taxation |
|
4,329,236 |
11,076,024 |
12,513,382 |
Withholding tax on dividends |
|
122,492 |
222,358 |
275,063 |
Net income for the period / year |
|
4,206,744 |
10,853,666 |
12,238,319 |
|
|
|
|
|
|
|
|
|
|
Earnings per share - basic and diluted |
7 |
£0.20 |
£0.47 |
£0.54 |
All items in the above statement are derived from continuing operations.
As at 30 September 2010, expressed in £ sterling
|
|
30 September 2010 |
30 September 2009 |
31 March 2010 |
|
Notes |
£ |
£ |
£ |
|
|
|
|
|
Non-current assets |
|
|
|
|
Investments designated at fair value through profit or loss |
|
41,726,203 |
44,617,393 |
51,162,498 |
|
|
|
|
|
Current assets |
|
|
|
|
Other receivables |
2 (c) |
80,748 |
88,812 |
102,333 |
Dividends and interest receivable |
|
171,225 |
207,557 |
173,230 |
Amounts due from brokers |
|
22,455 |
153,332 |
12,687 |
Cash and cash equivalents |
2 (d) |
9,343,390 |
5,469,891 |
195,000 |
|
|
|
|
|
|
|
9,617,818 |
5,919,592 |
483,250 |
Total assets |
|
51,344,021 |
50,536,985 |
51,645,748 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Overdraft |
|
- |
- |
1,116,352 |
Amounts due to brokers |
|
66,440 |
959,415 |
34,632 |
Creditors and accrued expenses |
2 (e) |
372,010 |
327,665 |
456,761 |
|
|
|
|
|
|
|
438,450 |
1,287,080 |
1,607,745 |
Net assets |
|
50,905,571 |
49,249,905 |
50,038,003 |
|
|
|
|
|
Shareholders' equity |
|
|
|
|
Called up share capital |
3 |
10,314,310 |
11,422,913 |
11,252,912 |
Share premium |
3 |
42,696,509 |
42,696,509 |
42,696,509 |
Capital redemption reserve |
|
1,246,500 |
1,246,500 |
1,246,500 |
Other reserves |
4 |
(3,351,748) |
(6,116,017) |
(5,157,918) |
|
|
|
|
|
Total equity shareholders' funds |
|
50,905,571 |
49,249,905 |
50,038,003 |
|
|
|
|
|
Net Asset Value per Share - basic and diluted |
7 |
£2.47 |
£2.16 |
£2.22 |
This interim report was approved by the Board of Directors on 11 November 2010 and signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
for the six months ended 30 September 2010, expressed in £ sterling
|
|
Share capital |
Share premium |
Capital redemption reserve |
Other reserves |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
Balance at 1 April 2010 |
|
11,252,912 |
42,696,509 |
1,246,500 |
(5,157,918) |
50,038,003 |
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
- |
- |
- |
4,206,744 |
4,206,744 |
|
|
|
|
|
|
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
Contributions, redemptions and distributions to shareholders |
|
|
|
|
|
|
· Cancellation of shares |
|
(938,602) |
- |
- |
(2,400,574) |
(3,339,176) |
|
|
|
|
|
|
|
Total transaction with owners |
|
(938,602) |
- |
- |
(2,405,574) |
(3,339,176) |
|
|
|
|
|
|
|
Balance at 30 September 2010 |
|
10,314,310 |
42,696,509 |
1,246,500 |
(3,351,748) |
50,905,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
Share premium |
Capital redemption reserve |
Other reserves |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
Balance at 1 April 2009 |
|
11,888,325 |
42,696,509 |
1,246,500 |
(16,066,313) |
39,765,021 |
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
- |
- |
- |
12,238,319 |
12,238,319 |
|
|
|
|
|
|
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
Contributions, redemptions and distributions to shareholders |
|
|
|
|
|
|
· Cancellation of shares |
|
(635,413) |
- |
- |
(1,329,924) |
(1,965,337) |
|
|
|
|
|
|
|
Total transaction with owners |
|
(635,413) |
- |
- |
(1,329,924) |
(1,965,337) |
|
|
|
|
|
|
|
Balance at 31 March 2010 |
|
11,252,912 |
42,696,509 |
1,246,500 |
(5,157,918) |
50,038,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for the six months ended 30 September 2010, expressed in £ sterling
|
|
Six months ended |
Six months ended |
Year ended |
|
|
30 September 2010 |
30 September 2009 |
31 March 2010 |
|
Notes |
£ |
£ |
£ |
|
|
|
|
|
Net cash inflow from operating activities |
5 |
13,603,292 |
5,945,068 |
156,185 |
|
|
|
|
|
Financing Activities |
|
|
|
|
Cancellation of shares |
|
(3,339,176) |
(1,368,782) |
(1,965,337) |
Bank overdraft |
|
(1,116,352) |
- |
1,116,352 |
Cash flow from financing activities |
|
(4,455,528) |
(1,368,782) |
(848,985) |
|
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
|
9,147,764 |
4,576,286 |
(692,800) |
|
|
|
|
|
Cash and cash equivalents at beginning of period / year |
|
195,000 |
906,097 |
906,097 |
Exchange movements |
|
626 |
(12,492) |
(18,297) |
|
|
|
|
|
Cash and cash equivalents at end of period / year |
|
9,343,390 |
5,469,891 |
195,000 |
NOTES TO THE CONDENSED SET OF CONSOLIDATED FINANCIAL STATEMENTS
a) General
Oryx International Growth Fund limited (the "Company") was incorporated in Guernsey on 2 December 1994 and commenced activities on 3 March 1995.
The Company is a Guernsey Authorised Closed-Ended Investment Scheme and is subject to the Authorised Closed-Ended Investment Scheme Rules 2008.
The investment activities of the Company are managed by North Atlantic Value LLP ('the Investment Manager') and the administration of the Company is delegated to BNP Paribas Fund Services (Guernsey) Limited ('the Administrator').
2. Accounting Policies
Basis of Preparation
The financial statements of the Company are prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee ("IASC") that remain in effect, together with applicable legal and regulatory requirements of Guernsey Law. The condensed set of financial statements included in this half-yearly financial report are unaudited and have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting. The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Company's latest annual audited financial statements.
The financial statements have been prepared on the historical cost basis except for the inclusion at fair value of certain financial instruments. The principal accounting policies are set out below. The preparation of financial statements in conformity with International Financial Reporting Standards requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires the Board of Directors to exercise its judgement in the process of applying the Company's accounting policies.
Adoption of new standards
The following new standards came into force for periods commencing 1 April 2010.
IFRS 8 Operating Segments (revised April 2009)
IAS 1 Presentation of Financial Instruments (revised April 2009)
IAS 7 Statements of Cash Flows (revised April 2009)
IAS 32 Financial Instruments: Presentation (revised 2009)
IAS 36 Impairment of Assets (revised April 2009)
IAS 39 Financial Instruments: Recognition and measurement (revised April 2009)
The adoption of these standards did not have a material impact on the financial statements of the Company.
The Directors believe that other pronouncements which are in issue but not yet operative or adopted by the Company will not have a material impact on the financial statements of the Company.
Going Concern
The Directors believe it is appropriate to adopt the going concern basis in preparing the financial statements as, after due consideration, the Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future.
a) Income recognition
Dividend income is recognised when the right to receive income is established. Usually this is the ex-dividend date for equity securities. Deposit interest is accrued on a day-to-day basis. Loan interest is accounted for using the effective interest method. All income is shown gross of any applicable withholding tax.
b) Investments
Classification
All investments of the Company, together with its subsidiaries ('the Group'), are designated into the financial assets at fair value through profit or loss category. The investments are purchased mainly for their capital growth and the portfolio is managed, and performance evaluated, on a fair value basis in accordance with the Group's documented investment strategy. Therefore the Directors consider that this is the most appropriate classification.
This category comprises financial instruments designated at fair value though profit or loss upon initial recognition - these include financial assets that are not held for trading purposes and which may be sold. These are principally investments in listed and unlisted equities.
Measurement
Financial instruments are measured initially at fair value being the transaction price. Subsequent to initial recognition, all instruments classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income. Transaction costs are separately disclosed in the Statement of Comprehensive Income.
Financial instruments are measured initially at fair value being the transaction price. Subsequent to initial recognition on trade date, all instruments classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income. Transaction costs are separately disclosed in the Statement of Comprehensive Income.
Listed investments have been valued at the bid market price ruling at the Statement of Financial Position date. In the absence of the bid market price, the closing price has been taken, or, in either case, if the market is closed on the Statement of Financial Position date, the bid market or closing price on the preceding business day.
Unlisted investments are valued in accordance with the International Private Equity and Venture Capital Association (IPEVCA) guidelines. Their valuation includes all factors that market participants would consider in setting a price. The primary valuation techniques employed to value the unlisted investments are earnings multiples, recent transactions and the net asset basis. Cost is considered appropriate for early stage investments. The relevance of this methodology can be eroded over time and in these cases the carrying values will be adjusted to reflect fair value.
For certain of the Group's financial instruments, including cash and cash equivalents, interest and dividends and interest receivable and amounts due to and from broker, the carrying amounts approximate fair value due to their immediate or short-term maturity.
Derecognition of financial assets occur when the rights to receive cash flows from financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.
Fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions, IFRS 7 establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets (Level 1) and lowest priority to unobservable inputs (Level 3). The three levels of the value hierarchy are as follows.
Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
Level 2: Inputs reflect quoted prices of similar assets and liabilities in active markets and quoted prices of identical assets and liabilities in markets that are considered to be inactive, as well as inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3: Inputs that are unobservable for the asset or liability and reflect the Investment Manager's own assumptions in accordance with the accounting policies disclosed within note 2 to the financial statements.
b) Other receivables
Other receivables do not carry any interest and are short term in nature and are accordingly stated at their amortised cost as reduced by appropriate allowances for impairment.
c) Cash and cash equivalents
Cash and cash equivalents consist of cash in hand and short term deposits in banks with original maturities of less than three months.
d) Other accruals and payables
Other accruals and payables are not interest bearing and are stated at their amortised cost.
e) Foreign currency translation
Items included in the Group's financial statements are measured using the currency of the primary economic environment in which it operates (the "functional currency"). This is the pound sterling which reflects the Group's primary activity of investing in sterling securities. The Group's shares are also issued in sterling.
Foreign currency assets and liabilities have been translated at the exchange rates ruling at the Balance Sheet date. Transactions in foreign currency during the period have been translated into pounds sterling at the spot exchange rate in effect at the date of the transaction. Realised and unrealised gains and losses on currency translation are recognised in the consolidated Statement of Comprehensive Income.
g) Realised and unrealised gains and losses
Realised gains and losses arising on the disposal of investments are calculated by reference to the cost attributable to those investments and the sales proceeds, and are included in the consolidated Statement of Comprehensive Income. Unrealised gains and losses arising on investments held at the consolidated Statement of Financial Position date are also included in the consolidated Statement of Comprehensive Income.
h) Financial liabilities
All bank loans and borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs where applicable. After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost. Any difference between cost and redemption value has been recognised in the consolidated Statement of Comprehensive Income over the period of the borrowings on an effective interest basis.
Financial liabilities are derecognised from the consolidated Statement of Financial Position only when the obligations are extinguished either through discharge, cancellation or expiration.
i) Equity
Share Capital represents the nominal value of equity shares.
Share Premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue. Share premium is debited for the excess of redemption price over par value of shares.
Other Reserves and the Capital Redemption Reserve include all current and prior results as disclosed in the consolidated Statement of Comprehensive Income. Other Reserves also includes the excess over nominal value of the fair value of consideration deducted on share buy-backs.
j) Expenses
Expenses are recognised in the consolidated Statement of Comprehensive Income upon utilisation of the service or at the date they are incurred.
k) Consolidation
These consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary undertakings, Baltimore plc and American Opportunity Trust PLC, both UK registered. Subsidiaries are those entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances. All intra-group balances and transactions are eliminated in full in preparing the consolidated financial statements.
3. Share Capital and Share Premium
a) Authorised Share Capital
|
|
|
|
|
Number of Shares |
|
£ |
Authorised: |
|
|
|
|
|
|
|
Ordinary shares of 50p each |
|
|
|
|
90,000,000 |
|
45,000,000 |
|
|
|
|
|
|
|
|
b) Ordinary Shares - 1 April 2010 to 30 September 2010
|
|
|
|
|
|
|
Ordinary Shares of 50p each and Management Shares of 50p each |
|
Number of Shares |
|
Share Capital £ |
|
Share Premium £ |
At 1 April 2010 |
|
22,505,825 |
|
11,252,912 |
|
42,696,509 |
Share buy back |
|
(1,877,204) |
|
(938,602) |
|
- |
At 30 September 2010 |
|
20,628,621 |
|
10,314,310 |
|
42,696,509 |
During June 2010, the Company repurchased for cancellation 1,482,971 shares at an average price of 172p per Share. A further 394,233 shares were repurchased for cancellation at an average price of 200p per share in August 2010.
4. Other reserves
|
|
31 March 2010 £ |
|
Movement
£ |
|
30 September 2010 £ |
Net investment income |
|
2,332,432 |
|
470,375 |
|
2,802,807 |
Realised gain on investments |
|
22,491,290 |
|
(2,339,640) |
|
20,151,650 |
Loss on foreign currency transactions |
|
(902,669) |
|
626 |
|
(902,043) |
Unrealised loss on revaluation of investments held |
|
(22,224,694) |
|
6,075,383 |
|
(16,149,311) |
Repurchase of ordinary shares |
|
(5,525,387) |
|
(2,400,574) |
|
(7,925,961) |
Repurchase of warrants |
|
(8,179) |
|
- |
|
(8,179) |
Discount on repurchase of Convertible Loan Stock |
|
(1,320,711) |
|
- |
|
(1,320,711) |
|
|
(5,157,918) |
|
1,806,170 |
|
(3,351,748) |
5. Cash Flows from Operating Activities
|
|
Six months ended 30 September |
|
Six months ended 30 September |
|
Year ended 31 March |
|
|
2010 |
|
2009 |
|
2010 |
|
|
£ |
|
£ |
|
£ |
Net income for the period / year |
|
4,206,744 |
|
10,853,666 |
|
12,238,319 |
|
|
|
|
|
|
|
Realised losses on investments |
|
2,339,640 |
|
1,034,886 |
|
1,480,675 |
Movement in unrealised loss on revaluation of investments |
|
(6,075,383) |
|
(11,375,113) |
|
(13,432,513) |
Loss / (gain) on foreign currency translation |
|
(626) |
|
12,492 |
|
18,297 |
|
|
|
|
|
|
|
|
|
(3,736,369) |
|
(10,327,735) |
|
(11,933,541) |
|
|
|
|
|
|
|
Purchase of investments |
|
(4,553,845) |
|
(9,750,871) |
|
(26,543,064) |
Proceeds from sale of investments |
|
17,747,923 |
|
14,799,391 |
|
25,873,952 |
|
|
|
|
|
|
|
|
|
13,194,078 |
|
5,048,520 |
|
(669,112) |
|
|
|
|
|
|
|
Decrease in dividends and interest receivable |
|
2,005 |
|
111,319 |
|
145,646 |
Decrease in other receivables |
|
21,585 |
|
280,053 |
|
266,532 |
(Decrease)/increase in creditors and accrued expenses |
|
(84,751) |
|
(20,755) |
|
108,341 |
|
|
|
|
|
|
|
|
|
(61,161) |
|
370,617 |
|
520,519 |
|
|
13,603,292 |
|
5,945,068 |
|
156,185 |
|
|
|
|
|
|
|
6. Reconciliation of Net Asset Value to Published Net Asset Value
|
|
30 September |
|
30 September |
|
31 March |
|
|
|
2010 |
|
2009 |
|
2010 |
|
Ordinary Shares |
|
£ |
£ per share |
£ |
£ per share |
£ |
£ per share |
Published Net Asset Value |
|
52,083,568 |
2.52 |
50,460,569 |
2.21 |
51,262,157 |
2.27 |
Management Shares in issue |
|
- |
- |
1 |
(0.00) |
- |
- |
Unrealised loss on revaluation of investments at bid / mid price (ref note below) |
|
(1,167,997) |
(0.05) |
(1,195,665) |
(0.05) |
(1,173,154) |
(0.05) |
Reduction in value of Subsidiary |
|
(10,000) |
(0.00) |
(15,000) |
(0.00) |
(51,000) |
(0.00) |
Net Asset Value attributable to shareholders |
|
50,905,571 |
2.47 |
49,249,905 |
2.16 |
50,038,003 |
2.22 |
|
|
|
|
|
|
|
|
Note: In accordance with International Financial Reporting Standards, as adopted by the European Union, the Group's long investments have been valued at bid price in the Financial Statements. However, in accordance with the Group's principal documents the Net Asset Value reported each month reflects the investments being valued at the closing, last or mid-market (as the Directors in all circumstances consider appropriate) price as notified to the Group on the valuation day by a member of the stock exchange concerned. Certain investments remain at fair value as determined in good faith by the Directors.
7. Earnings per Share and Net Asset Value per Share
The calculation of basic earnings per share for the Ordinary Share is based on a profit of £4,206,744 (30 September 2009 - £10,853,666, 31 March 2010 - £12,238,319) and the weighted average number of shares in issue during the period of 21,556,871 shares (30 September 2009 - 23,112,553 shares, 31 March 2010 - 22,855,527 shares). In accordance with IAS 33 - Earnings per Share, the diluted earnings per share is also disclosed. At 30 September 2010 there was no difference in the diluted earnings per share calculation for the Ordinary Shares.
The calculation of Net Asset Value per Ordinary Share is based on a Net Asset Value of £50,905,571 (30 September 2009 - £49,249,905, 31 March 2010 - £50,038,003) and the number of shares in issue at the period end of 20,628,621 shares (30 September 2009 - 22,845,825 shares, 31 March 2010 - 22,505,825 shares). The diluted Net Asset Value per share is also disclosed. At 30 September 2010 there was no difference in the diluted Net Asset Value per share calculation for the Ordinary Shares.
8. Related Parties
The Manager and Investment Adviser are considered to be related parties. The fees paid are included in the Consolidated Statement of Comprehensive Income. At 30 September 2010 £92,436 included in creditors and accrued expenses was payable to the Investment Adviser.
The Directors are also considered to be related parties and their fees are disclosed in the Consolidated Statement of Comprehensive Income. At 30 September 2010 £33,523 included in creditors and accrued expenses was payable to the Directors.
There were no transactions between the Company and its subsidiaries in the period.
Enquiries:
Sara Bourne
BNP Paribas Fund Services (Guernsey) Limited Tel: 01481 750858
Hugh Field
Arbuthnot Securities Limited Tel: 020 7012 2000