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Absolute Return Tst (ABR)

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Wednesday 10 July, 2013

Absolute Return Tst

Annual Financial Report

RNS Number : 9581I
Absolute Return Trust Limited
10 July 2013
 



YEARLY REPORT

 

The Company has today, in accordance with DTR 6.3.5, released its Annual Financial Report for the year ended 31st March 2013.  The Report will shortly be available from the Company's website www.absolute-funds.com.

 

SUMMARY INFORMATION

 

Structure

Absolute Return Trust Limited (the "Company") was incorporated in Guernsey on 21st January 2005 as a closed-ended investment company. The Company's Redeemable Participating Preference Shares were listed on the London Stock Exchange on 23rd February 2005 when it commenced business.

 

Since incorporation up to 31st March 2013 the Company has raised the following capital:

 







Sterling

Euro 







Shares

Shares







£









Capital raised at launch of the Company





66,000,000

 -

Capital raised since launch of the Company to 31st March 2013

198,511,731

20,912,654

















Total capital raised by the Company to 31st March 2013

264,511,731

20,912,654









 

On 7th September 2012, an orderly wind-down was approved by the Shareholders at an Extraordinary General Meeting ("EGM"). As a result, the Company has made the following capital returns:

 


Number of


Amount

Number of

Amount

NAV per Share Date


Sterling Shares


£

Euro Shares








Date







21st December 2012 (73.8 per cent.*)

113,045,363

148,056,179

6,944,230

6,590,344

31st October 2012

24th May 2013 (16.0 per cent.*)

24,566,484

32,979,099

1,509,089

1,463,193

31st March 2013

 

* With reference to the 31st October 2012 NAV.

Shares in issue








 








31st March 2013

9th July 2013








   Number of Shares

 

Number of Shares  

 










 

- Sterling Redeemable Participating Preference Shares




40,174,321

15,607,837

 

- Euro Redeemable Participating Preference Shares




2,467,858

958,769

 

 

Investment Objective and Policy

The Company's investment objective is to realise all remaining assets in the portfolio with a view to returning invested capital to Shareholders in an orderly manner.

 

Manager and Investment Advisor

The Manager of the Company is Jubilee Asset Management Limited (the "Manager"), formerly Fauchier Partners Management Limited, and the Investment Advisor is Permal Investment Management Services Limited (from the 1st July 2013) (the "Investment Advisor") formerly  Jubilee Advisers LLP (formerly Fauchier Partners LLP). On 13th March 2013, Fauchier Partners was acquired by Legg Mason and merged with Permal Group, its global asset management firm. Immediately thereafter, Fauchier Partner's investment team formed the Jubilee Portfolio Management Group.

 

 

 

Financial Highlights


31.3.2013


31.3.2013


31.3.2012


31.3.2012


Sterling


Euro


Sterling


Euro


Shares


Shares


Shares


Shares









Total Net Assets

£53,929,839


€2,392,821


£204,581,863


€9,038,283

Net Asset Value per Share

134.2p


97.0¢


132.4p


96.4¢

Increase/Decrease in Net Asset Value

1.4%


0.6%


(3.4%)


(4.3%)

Mid-Market Share Price

115.5p


85.0¢


109.0p


83.0¢

Discount to Net Asset Value

(13.8%)


(12.4%)


(17.6%)


(13.9%)

 

Ongoing Charges

In accordance with the recommended methodology set out by the AIC above, the Ongoing Charges ratio of the Company for the year ended 31st March 2013 was 1.37 per cent. (31st March 2012: 1.34 per cent. including the performance fee payable to the Manager and 1.34 per cent. excluding this performance fee). No performance fees were charged by the Manager during the year ended 31st March 2013, and the Manager has agreed that such performance fees will not be charged after the NAV date immediately following the EGM.

 

CHAIRMAN'S STATEMENT

 

Introduction

During the course of the year to 31st March 2013, the Board resolved, after extensive shareholder consultation, not to seek continuation of the Company, and a proposal to put the Company into an orderly wind-down was approved by Shareholders at the Extraordinary General Meeting held on 7th September 2012.  At the time of writing, approximately 90 per cent. of the NAV of the Company as at 31st October 2012 has been returned to Shareholders, reflecting the liquidity of the Company's portfolio prior to the decision to commence the wind-down process.

 

Results

Over the twelve months to 31st March 2013, the NAV of the Company's Sterling shares rose from 132.4p per Share at 31st March 2012 to 134.2p per Share at 31st March 2013, representing an increase of 1.4 per cent. The NAV of the Company's Euro Shares rose from 96.4¢ per Share to 97.0¢ per Share, representing an increase of 0.6 per cent. The growth in the NAV of the Company's Sterling Share Class since its inception in March 2005 has been 3.9 per cent. per annum, and the volatility of the Company's NAV has been 5.2 per cent. per annum over the same period.

 

Winding down process

The Company made a first distribution of capital to Shareholders on 21st December 2012, amounting to 73.8 per cent. of the 31st October 2012 NAV. A second distribution was made on 24th May 2013, which was equivalent to approximately 16.0 per cent. of the 31st October 2012 NAV, and approximately 90 per cent. of the NAV of the Company as at 31st October 2012 has therefore now been returned to Shareholders.

 

Further distributions will be made in the course of this year as redemption proceeds are received from underlying funds.

 

Currency hedging

Since its inception, the Company has hedged its currency exposure against the US Dollar for both the Sterling and Euro share classes, and it continued to do so until 8th May 2013.  Subsequent to that date, it was no longer possible to maintain a currency hedge and the Company's portfolio is no longer hedged against currency movements.

 

Liquidity
At 31st March 2013, the Company's portfolio held significant liquidity in preparation for the second distribution.  Following this distribution, approximately 22% of the remaining portfolio is represented by restricted holdings, including side-pockets, and the liquidity of these assets is uncertain. The Board will review the most appropriate course of action with regard to these assets over the coming months.

 

Board and Manager Review

Following the decision to wind down the Company's portfolio, the Board did not undertake a formal review of the Manager, but it did receive regular presentations from the Manager over the year, which included evidence that the Manager remained appropriately resourced to execute its duties.  The Board also noted the Manager's change of ownership and subsequent change of name in the course of the year, and is satisfied that the new ownership arrangements have been positive from the Company's perspective.

 

The Board also reviewed its own composition and performance. This review concluded that the Board is operating effectively, and that its members have an appropriate range of skills and experience.

Andrew Sykes

Chairman

 

9th July 2013

 

INVESTMENT ADVISOR'S REPORT

 

Performance

For the year to 31st March 2013 the Company produced a return in Sterling of 1.4 per cent. net of fees (0.6 per cent. in Euro). Since the Company first invested in a portfolio of hedge funds on 1st March 2005, it has achieved an average annual compound return of 3.9 per cent. for its Sterling Share Class. Over the same period the Company's Sterling Share Class annualised volatility has been some 5.2 per cent. and its "beta", namely the extent to which its returns are driven by a particular market or index, to the FTSE All Share Index has been approximately 0.23 and to the Citigroup UK Gilt Index, -0.20, both of which are low.

 

The table below gives details of the Company's Sterling Share Class monthly Net Asset Value performance since 1st March 2005 (the launch date):

 


Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

YTD

2013

1.60%

0.57%

0.63%










2.83%

2012

1.16%

0.80%

0.36%

-0.06%

-1.55%

-0.74%

0.21%

0.32%

0.57%

0.20%

-0.14%

-0.18%

0.93%

2011

0.02%

0.61%

-0.11%

 0.33%

-0.58%

-0.80%

-0.49%

-1.98%

 -1.67%

1.06%

-0.71%

-0.95%

-5.18%

2010

-0.14%

0.36%

1.56%

0.71%

-2.34%

-1.65%

0.55%

-0.11%

1.21%

1.09%

0.43%

1.40%

3.05%

2009

1.71%

-0.83%

0.67%

1.85%

3.73%

0.01%

2.30%

1.57%

1.79%

0.37%

0.61%

0.04%

14.63%

2008

-0.77%

1.83%

-2.38%

1.20%

2.13%

1.53%

-1.67%

-1.01%

-5.50%

-6.37%

-0.80%

-1.68%

-13.04%

2007

1.11%

1.98%

0.83%

1.32%

1.86%

1.06%

2.28%

-0.27%

1.54%

3.46%

0.52%

1.15%

18.14%

2006

2.08%

-0.10%

1.34%

1.53%

-0.87%

-0.54%

0.26%

0.27%

0.00%

1.09%

1.39%

0.82%

7.46%

2005

-

-

-0.04%

-1.25%

0.32%

1.62%

1.65%

0.97%

1.96%

-1.31%

1.11%

1.21%

6.34%

 

The Portfolio

At the Extraordinary General Meeting held on 7th September 2012, Shareholders approved the special resolutions put forward to amend the Company's investment objective to a managed wind-down strategy. As a result the portfolio is in the advanced stages of liquidation. The first distribution of capital (c. 73.8 per cent.) occurred on 21st December  2012 with reference to the 31st October NAV, followed by a second distribution (c. 61.2  per cent.) on 24th May 2013 with reference to the 31st March 2013 NAV.  Since the September EGM therefore, approximately 90.2 per cent. of the NAV of the Company as at 31st October 2012 has been returned to Shareholders.

 

As at 31st March 2013 the Company had holdings in 12* Hedge Funds across six different strategies.

 

* Refers to holdings greater than 10 basis points of assets under management.

 

Market Review>

At the start of the fiscal year Eurozone concerns continued to dominate sentiment and were compounded by weak economic data from the US and China. Markets nose-dived around the time of the Greek elections in May, but staged something of a comeback largely thanks to the actions of central bankers on both sides of the Atlantic. In the United States, Chairman Bernanke sent a clear message that the Fed would "provide additional policy accommodation as needed" in order to bolster the economy; while in Europe, ECB President Draghi promised to do "whatever it takes" to protect the Eurozone.

 

> Source: Bloomberg

 

In the second half of the year, risk assets rallied despite periods of tension created by the US election and the brinkmanship over the looming fiscal cliff. The Eurozone crisis rumbled on, although the fallout from Italy's inconclusive election and Cyprus' banking crisis was largely localized. Central bank stimuli continued to underwrite markets, notably in Japan where the newly elected Abe government promised significantly looser monetary policy to reflate the economy. The momentum in markets continued towards year end as encouraging housing and employment data in the US raised conviction in the recovery.

 

During the year, global equities rallied with the MSCI World index rising 12.5 per cent. Japanese stocks performed best with the Nikkei 225 soaring 23 per cent. compared to the S&P 500 which rose 11.4 per cent. European markets were more subdued but nonetheless up, with the Eurostoxx 50 gaining 5.9 per cent. By contrast the slowdown in China's GDP growth weighed on the Shanghai Composite which declined 1.2 per cent.

 

Central banks continued to drive sovereign yields lower. The benchmark 10-year US Treasury yield declined 35 to 185 basis points, while the Japanese and German equivalents decreased towards record lows of 55 and 129 basis points respectively. In credit markets, high-yield bonds generally outperformed investment grade securities, with the Citigroup High Yield Bond Index rising 12.6 per cent. compared to the Global Investment Grade Index which gained only 3.6 per cent.

 

The US dollar appreciated against most major currencies, notably gaining 14.3 per cent. against the Japanese Yen, but was generally weaker against emerging market currencies.

 

Hedge Fund Strategies

The managed wind-down of the portfolio in accordance with the revised investment objectives is now well under way. As a result of serving redemption notices on all the underlying funds, the majority of the hedge fund investments were redeemed during the year to 31st March 2013.

 

Pre 1st Capital Return 1st April 2012 - 31st October 2012

Macro managers were down in aggregate. Some maintained a predominantly bearish stance on Europe and were caught by the reversal in sentiment in June. For one, short equity positions were the main detractors when Spanish, Italian and French bourses rallied sharply while another manager lost money largely due to bearish euro currency positions. On the positive side, another manager made money having successfully adopted a more pro-risk stance. Currency positions performed well but the greatest contribution came from interest rate trading in Europe and Latin America, with long positions in Spanish bonds generating the most.

 

The Equity Long Biased managers lost money. One manager's long book was particularly hard hit in the sell-off period as economically sensitive sectors such as Chemicals and Energy declined more than the general market. Some respite came from long airline positions which gained slightly, as well as short positions, notably oil and gas names and commodity hedges. For another manager, idiosyncratic losses such as from a US inland barge operating business, which was adversely effected by the drought that had made parts of the Mississippi river un-navigable, dampened overall performance.

 

The Equity Hedged strategy also made a loss with managers' returns displaying a wide degree of dispersion. A turnaround specialist saw several positions outperform, including a speciality pharmaceutical company and a cable TV business on the long side, as well as one of his largest short positions, in a rapidly expanding US fast food chain, which plummeted around 25 per cent. By contrast, a Technology specialist was on the wrong side of a software sector sell-off when disappointing earnings announcements by two industry bellwethers prompted a bout of indiscriminate selling. The biggest detractor was a value orientated manager whose losses stemmed primarily from Financials and Industrials names.

 

Short Bias managers profited from the weak equity markets at the start of the period and showed encouraging signs of alpha generation in the subsequent rally to end up for the period overall. Chinese and European Financials and Real Estate related stocks made some of the greatest contributions.

 

The Event Driven strategy was down slightly. Most of the managers eked out modest gains but one of the activist managers ended down as gains in a North American railroad company were offset by losses in a major US retailer. Other managers made money, with certain distressed situations working well as significant steps towards settlement were made during the period.

 

The Specialist Credit strategy made gains as managers benefitted from the generally buoyant credit markets as well as from idiosyncratic sources. One manager for example made money in the securities of a private equity/asset management business that rallied sharply as investors started to appreciate the consistent performance of its underlying portfolio. Distressed Latin American sovereign debt also performed well, as did the bonds and bank debt of a liquidating US Financials firm.

 

The volatile market conditions made tough going for our remaining Volatility Trading manager who generated some losses from less liquid positions that are in the process of being worked out.

 

Multiple Strategy managers made broad-based gains across equity, credit and convertibles. For an Asian-focussed manager equities produced the greatest contribution principally from Technology names, while convertible arbitrage also proved profitable. Another Asian manager made money primarily in credit strategies with the greatest contributions coming from distressed debt and bridge financing positions. A European manager benefitted from his decision to rotate the holdings in his corporate credit book towards certain Financials names. His structured credit positions also performed well, helped by the general market upturn and further boosted by certain senior RMBS and consumer ABS which were paid down at higher-than-expected rates.

 

The Macro managers made small gains largely due to currency trading. Short Japanese yen and long Chinese Renminbi positions in particular performed well. A fixed income orientated manager also made money from long bond positions, notably in European sovereigns.

 

There was no remaining exposure to the Equity Long Bias strategy as both managers were redeemed as at 30th September.

 

Post 1st Capital Return 1st November 2012 - 31st March 2013

Europe proved fertile ground for the single remaining Equity Hedged manager, a regional specialist, as lower volatility and less focus on peripheral sovereign debt concerns presented significant alpha-generating opportunities. This manager substantially outperformed despite maintaining a low net exposure, with the Financials, Consumer Cyclicals and Technology sectors proving to be the most productive areas.

 

The Specialist Credit strategy generated modest gains largely from liquidation and distressed situations, notably a position in a liquidating subprime mortgage business which received a distribution from an IRS tax refund.

 

The Event Driven strategy performed well. One manager made money in a position in a US regional financial institution which he had established after the company's share price had declined heavily in the wake of a regulator-imposed moratorium on dividend payments earlier in the year. In December the company announced that the regulatory conditions had been met and the share price responded swiftly at the prospect of management once again being free to manage the company's capital structure. In addition Telecom and Technology-related merger arbitrage positions, as well as special situation equities in the Energy and Real Estate sectors also contributed well.

 

The Multiple Strategy managers made broad-based gains with all but one manager making a positive contribution. An Asian manager contributed the lion's share of the gains with Japanese and Chinese equities performing best, notably Telecoms and Financials, such as Chinese insurance companies and Japanese exchanges, working well. Positions in certain distressed Japanese technology component manufacturers also made money. A European manager made more modest gains, essentially from structured credit and certain long/short equity positions.

 

Portfolio Liquidity*

The table below shows the expected liquidity profile of the portfolio and cash as at 31st March 2013.

Expected time to cash flow (as at 31st March 2013)

Proportion

Within 3 months


66.9%

3 to 6 months


12.5%

6 to 12 months


9.9%

Greater than 12 months

10.7%

Total



100.0%


 

*The Directors of the Company believe that it is more meaningful to measure the liquidity of the portfolio's underlying funds on a cash-settled basis rather than a value-date basis. The tables therefore assumes that (i) redemption notice had been given to all underlying funds as at the date shown; (ii) a one-month period elapses before settlement of redemption terms is made by the underlying funds; (iii) any "audit holdbacks" permitted by an underlying fund's redemption terms are imposed in full; (iv) any applicable "soft lock-up" fees of 5 per cent. or under would be paid by the Company; (v) where there is currently no firm indication from the underlying manager on the expected timing of the receipt of redemption proceeds, the relevant amount is included in the "greater than 12 months" category.  Cash and short-term receivables are included in the "0-3 months" category.

 

The Directors believe that the table is therefore conservative because, in practice, settlement periods tend to be shorter and audit holdbacks are not always imposed.  However, it should still be emphasised both that the information in the table is based on estimates and also that it may not be an indication of the Company portfolio's future liquidity.  

 

The expected liquidity profile of the remaining assets after the second capital return on 24th May 2013 is shown in the table below.

 

Expected time to cash flow (as at 31st March 2013)

Proportion

Within 3 months


43.7%

3 to 6 months


20.1%

6 to 12 months


14.5%

Greater than 12 months

21.7%

Total



100.0%





Permal Investment Management Services Limited

9th July 2013

 

BOARD MEMBERS

 

Directors of the Company

 

The Directors of the Company, all of whom are non-executive, are listed below.

 

Andrew Sykes (Chairman), age 55, was a director of Schroders plc from 1998 to 2004, having joined Schroders in 1978. He was responsible for Schroders' private banking and alternative investments businesses, including hedge funds, property, private equity and structured products. Mr Sykes is Chairman of SVG Capital plc and Schroder Real Estate Investment Trust Limited and a non-executive director of Record plc, Smith & Williamson Holdings Limited, and JPMorgan Asian Investment Trust plc. Mr Sykes was appointed to the Board on 21st January 2005.

 

Nicholas Fry,age 66, was a director of S.G. Warburg & Co. from 1983 to 1995 and of SBC Warburg (now part of UBS AG) from 1995 to 1996, having joined S.G. Warburg & Co. in 1976. Mr Fry was responsible for a broad range of public takeover, merger and acquisition, capital markets and general financial advisory work, mainly for large listed companies in the UK and overseas. He was a partner of KPMG from 1998 to 2002 and Vice Chairman of KPMG Corporate Finance until March 2005. He is a Chairman of Blackrock Smaller Companies Trust Plc and of Pembroke Heritage Fund Limited and a non-executive director of Pochin's PLC. He is a Chartered Accountant. Mr Fry was appointed to the Board on 21st January 2005.

Robert King, age 50, is a non-executive director for a variety of investment funds and companies. He was a director of Cannon Asset Management Limited and their associated companies, from October 2007 to February 2011 responsible for company secretarial and fund services.  Prior to this he was a director of Northern Trust International Fund Administration Services (Guernsey) Limited (formerly Guernsey International Fund Managers Limited) where he worked from September 1990 to January 2007.  He has been in the offshore finance industry since 1986 specialising in administration and structuring of offshore open and closed ended investment funds. Mr King is a Guernsey resident and was appointed to the Board on 21st January 2005.

Nicholas Moss, age 53, Nicholas Moss is a founding member and executive director of the Virtus Trust Group, a Guernsey and US based international fiduciary, corporate services and investment consulting business established in 2005. He has extensive experience in the structuring and administering of complex onshore and offshore structures for corporates and ultra-high net worth families as well as having been specifically involved in the selection of investment managers and funds for his clients and their subsequent evaluation and ongoing monitoring. Previously he spent 16 years at Rothschild where latterly he was a managing director within that group's trust division. He holds a number of non-executive Board appointments including the London listed BACIT Limited, BH Global Limited and Carador Income Fund PLC. He is a member of the Institute of Chartered Accountants in England and Wales and a resident of Guernsey.  Mr Moss was appointed to the Board on 23rd February 2006.

Graham Harrison, age 48, is a founder member and managing director of Asset Risk Consultants Limited, a Channel Island based investment consulting services company set up in 1995. Prior to returning to Guernsey, he worked in London for HSBC in their corporate finance division between 1987 to 1993, where he specialised in corporate finance and financial engineering. He is a non-executive director of a number of listed and unlisted investment vehicles including the London listed BH Global Limited, F&C UK Real Estate Investments Limited and Real Estate Credit Investments Limited. He is Chartered Fellow of the Chartered Institute for Securities and Investment and a resident of Guernsey. Mr Harrison was appointed to the Board on 1st January 2012.



 

DISCLOSURE OF DIRECTORSHIPS IN PUBLIC COMPANIES LISTED ON RECOGNISED STOCK EXCHANGES

 

The following summarises the Directors' directorships in other listed companies:

Company Name




Stock Exchange







Andrew Sykes






JP Morgan Asian Investment Trust plc



London


Record plc




London


Schroder Real Estate Investment Trust Limited



London and Channel Islands


SVG Capital plc




London







Nicholas Fry






Blackrock Smaller Companies Trust Plc

Pembroke Heritage Fund Limited



London

Channel Islands


Pochin's PLC




London







Robert King






Clarion 1 IC Limited




Ireland


Clarion 5 IC Limited




Ireland


Golden Prospect Precious Metals Limited



London


Jubilee Absolute Return Fund PCC Limited



Ireland


Jubilee Absolute Return Master Fund Limited



Ireland


Pembroke Heritage Fund Limited



Channel Islands


Praetorian Resources Limited




London


Renaissance Russia Infrastructure Equities Ltd



London


Sienna Investment Company 2 Limited



Channel Islands


Sienna Investment Company 3 Limited



Channel Islands


Sienna Investment Company 4 Limited



Channel Islands


Sienna Investment Company Limited



Channel Islands


F&C Alternative Strategies Limited



Channel Islands


F&C Warrior Fund Limited




Channel Islands


F&C Warrior II Fund Limited




Channel Islands


F&C Property Growth & Income Fund Limited



Channel Islands


F&C Directional Opportunities Fund Limited



Ireland


F&C Longstone Fund Limited




Ireland







Nicholas Moss






BH Global Limited




London, Bermuda and Dubai


Carador Income Fund Plc




London


BACIT Limited




London







Graham Harrison






BH Global Limited




London, Bermuda and Dubai


F&C UK Real Estate Investments Limited



London and Channel Islands


Real Estate Credit Investments Limited



London

 

DIRECTORS' REPORT

 

The Directors present their Annual Report and Audited Financial Statements for the year ended 31st March 2013 which have been properly prepared in accordance with The Companies (Guernsey) Law, 2008.

 

Business Review

Principal activity

Absolute Return Trust Limited (the "Company") is a Guernsey authorised closed-ended investment company with a premium listing on the London Stock Exchange (the "LSE"). Trading in the Company's Redeemable Participating Preference Shares commenced on 23rd February 2005.

 

The Company operates a Share Conversion Scheme which allows Shareholders of any one class of Shares to convert all or part of their holdings into any other class of Share. Following the Company's placement into orderly wind-down share conversion opportunities have been suspended.

 

The table below shows the shares converted at the request of existing Shareholders during the year, the Net Asset Value per share date used for the conversion and the date the shares were listed on the LSE.

 


Number of

Number of




Date

Sterling Shares

Euro Shares

NAV per share date

Date listed on LSE


1st April 2012

(23,777)

39,159

31st March 2012

8th May 2012

1st July 2012

(23,550)

40,091

30th June 2012

13th August 2012

1st October 2012

23,109

(40,016)

30th September 2012

1st November 2012

 

The Company operated a Share Buyback Programme whereby it could purchase, subject to various terms as set out in its Articles and in accordance with The Companies (Guernsey) Law, 2008, up to 14.99 per cent. of its existing Share Capital following the admission of the Shares to trading on the LSE's market for listed securities.

 

During the year to 31st March 2013, the Company repurchased 1,306,000 Sterling Shares under the Share buyback Programme representing 0.86 per cent. of the issued Share Capital. No Euro Shares were repurchased during the year.

 

On 7th September 2012, an orderly wind-down was approved by the Shareholders at the Extraordinary General Meeting ("EGM"). As a result, the Company has made the following capital returns:

 


Number of


Amount

Number of

Amount

NAV per Share Date


Sterling Shares


£

Euro Shares








Date







21st December 2012 (73.8 per cent.*)

113,045,363

148,056,179

6,944,230

6,590,344

31st October 2012

24th May 2013 (16.0 per cent.*)

24,566,484

32,979,099

1,509,089

1,463,193

31st March 2013

 

* With reference to the 31st October 2012 NAV.

 

Investment Objective and Policy

Following the approval of the Company's orderly wind-down, the investment objective and policy has significantly changed and is now geared towards realising all remaining assets in the portfolio with a view to returning invested capital to Shareholders in an orderly manner.

 

Discount/Premium to Net Asset Value

The Board monitors the level of the share price discount/premium to NAV and has a number of discount control mechanisms at its disposal. After extensive consultation with the Shareholders the Board proposed the Company's orderly wind-down, which was approved by the Shareholders and the EGM held on 7th September 2012.

 

Shareholder Information

The Company announces its unaudited Net Asset Value on a monthly basis and estimated Net Asset Values are also provided by the Manager weekly. A monthly report on investment performance is published on the Company's website www.absolute-funds.com.

 

Principal Risks and Uncertainties

With the assistance of the Administrator and the Manager the Board has drawn up a risk matrix, which identifies the key risks to the Company.  These fall into the following broad categories:

 

·      Investment Risks: The Company is exposed to the risk that its investments may be realised with significant liquidity discounts. The Board reviews reports from the Manager at each quarterly Board meeting, paying particular attention to the liquidity of the portfolio which may affect the Company's capital return to shareholders.

·      Operational Risks: The Company is exposed to the risks arising from any failure of systems and controls in the operations of the Manager or the Administrator.  The Board receives reports annually from the Manager and Administrator on their internal controls and reviews pricing reports covering the valuations of underlying investments at each quarterly Board meeting. 

·      Accounting, Legal and Regulatory Risks: The Company is exposed to risk if it fails to comply with the regulations of the UK Listing Authority or if it fails to maintain accurate accounting records. The Administrator provides the Board with regular reports on changes in regulations and accounting requirements.

·      Financial Risks:  The financial risks, including market, credit and liquidity risk faced by the Company are set out in Note 22. These risks and the controls in place to mitigate them are reviewed at each quarterly Board meeting.   

 

Going Concern

The discount control provisions established when the Company was launched require a continuation vote to be proposed to Shareholders at the Company's Annual General Meeting when the Company's discount has exceeded 5.0  per cent. at each month end during the year to 31st March, and such vote requires not less than 50 per cent. of the total voting rights cast on the resolution to be in favour in order for the company to continue in its current format. If the resolution is not passed, the Directors are required to formulate proposals to be put to Shareholders within six months of such resolution being defeated for the winding up or other reorganisation or reconstruction of the Company. After extensive shareholder consultation, the Board resolved not to seek continuation of the Company and proposed to Shareholders that the Company enter into an orderly wind-down. This proposal was approved at the EGM held on 7th September 2012.

 

The Financial Statements have been prepared on a non going concern basis reflecting the resolution approved by the Shareholders to wind-down the Company. Accordingly, the going concern basis of accounting is no longer considered appropriate. All assets and liabilities are carried at the expected net realisable values. The Board recognises that the liquidity of the restricted holdings is uncertain. The Board will review the most appropriate course of action with regard to these assets over the coming months. A provision for winding up costs has been included in these Financial Statements as set out in Note 10.

 

Results

The results for the year are set out in the Statement of Comprehensive Income. The Directors do not propose an income distribution for the year (31st March 2012: nil).

 

Manager and Investment Advisor

The Manager is entitled to a management fee of 1.0 per cent. per annum calculated monthly on the gross assets of the Company. In addition, the Manager will also be entitled to a performance fee if the Net Asset Value per Share for each Share Class at the end of a performance period (31st March each year) exceeds certain conditions as set out in Note 7.

 

Following the approval of the Company's orderly wind-down, notice of termination of the Management Agreement was given at the EGM held on 7th September 2012. The Manager has also agreed that performance fees will not be charged after the NAV date immediately following the EGM.

 

Directors

The Directors of the Company during the year and at the date of this Report are set out on the Management and Administration summary.

 

Directors' and Other Interests

As at 31st March 2013, Directors of the Company held the following numbers of Redeemable Participating Preference Shares beneficially:

 

Directors








Shares


Shares









31.3.2013


31.3.2012












Andrew Sykes








45,830


174,790

Nicholas Fry








49,818


190,000

Robert King








10,003


38,150

Nicholas Moss








Nil


Nil

Graham Harrison








2,622


10,000

Robin Rumboll (Retired 26th September 2012)




N/A


200,000

 

Corporate Governance

The Company is a member of The Association of Investment Companies ("AIC") and reports against the Principles and recommendations set out in the AIC Code of Corporate Governance ("AIC Code").

 

Currently, the UK Listing Authority requires all overseas companies with a "Premium listing" (which includes the Company) to "comply or explain" against the UK Corporate Governance Code. 

 

The Board of the Company has considered the principles and recommendations of the AIC by reference to the AIC Corporate Governance Guide for Investment Companies ("AIC Guide").  The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company.

 

The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code), will provide better information to Shareholders.

 

The Company has complied with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code, except for the following:

 

The UK Corporate Governance Code includes provisions relating to:

 

·      the role of the chief executive

·      executive directors' remuneration

·      the need for an internal audit function

For the reasons set out in the AIC Guide, and as explained in the UK Corporate Governance Code, the Board considers these provisions 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.

 

Details of compliance are noted in the succeeding pages. There have been no instances of non-compliance, other than those noted above. 

 

On 30th September 2011 the Guernsey Financial Services Commission ("GFSC") issued a new Code of Corporate Governance (the "GFSC Code") which came into effect on 1st January 2012. The GFSC Code replaces the existing GFSC Guidance on Corporate Governance in the Finance Sector ("GFSC Guide"). The GFSC Code provides a framework that applies to all entities licensed by the GFSC or which are registered or authorised as a collective investment scheme. Companies reporting against the UK Corporate Governance Code or the AIC Code are deemed to comply with the GFSC Code.

 

The UK Financial Reporting Council issued a revised Corporate Governance Code in September 2012, for reporting periods beginning on or after 1st October 2012. In February 2013, the AIC updated the AIC Code of Corporate Governance (including the Jersey and Guernsey editions) and its Guide to Corporate Governance to reflect the relevant changes to the FRC document. The updates published by the AIC are consistent with the Corporate Governance Code issued by the UK Financial Reporting Council. The Directors confirm compliance with the AIC Code prior to the February 2013 update that will be applicable for the accounting year ending 31st March 2014 without exception.

 

Composition and Independence of the Board

The Board currently consists of five non-executive Directors, all of whom are independent of the Manager with the exception of Robert King. Under the AIC Code, Robert King is not considered to be independent by reason of his appointment as Director of other companies with the same Manager. However the Board takes the view that he is independent in judgement and character. The Chairman of the Board is Andrew Sykes. In considering the independence of the Chairman, the Board has taken note of the provisions of the AIC Code relating to independence and has determined that Mr Sykes is an Independent Director. The Board has designated Nicholas Fry as the Senior Independent Director.

 

The Company has no employees and therefore there is no requirement for a chief executive.

 

The Board is responsible for the appointment and monitoring of all service providers to the Company. Between formal meetings there is regular contact with the Manager and the Investment Advisor.

 

The Directors are kept fully informed of investment and financial controls and other matters that are relevant to the business of the Company and should be brought to the attention of the Directors. The Directors also have access to the Secretary and, where necessary in the furtherance of their duties, to independent professional advice at the expense of the Company.

 

The Board holds quarterly Board meetings and the Audit Committee meets at least twice a year. In addition, there were a number of ad hoc meetings of the Board to review specific items between the regular scheduled quarterly meetings.

 

Attendance at the Board and Audit Committee meetings during the year was as follows:

 


Number of Meetings held

Andrew Sykes

Nicholas Fry

Robert  King

Nicholas Moss

Robin Rumboll

*

Graham Harrison










Board Meetings

5

4

4

5

5

3


4










Audit Committee









Meetings

3

3

3

3

3

1


3

 

*Retired 26th September 2012.

 

At the Board meetings the Directors review the management of the Company's assets and all other significant matters so as to ensure that the Directors maintain overall control and supervision of the Company's affairs.  During the year there were also six ad-hoc meetings held.

 

The Board has a breadth of experience relevant to the Company and the Directors believe that any changes to the Board's composition can be managed without undue disruption. With any new director appointment to the Board consideration will be given as to whether an induction process is appropriate.

 

Board Performance

The Company conducts a review of the effectiveness of the Board using an independent advisor. The review made in the previous year concluded that the members of the Board complemented each other and functioned effectively as a Board.

 

Retirement by Rotation

In accordance with Article 75 of the Company's Articles of Association, at each Annual General Meeting one-third of the Directors shall retire from office via rotation and it is also the Board's policy that directors offer themselves for re-election after no more than three years in office. Those Directors who are deemed not to be independent under the terms of the AIC Code offer themselves for re-election on an annual basis. Accordingly on 26th September 2012 at the 7th Annual General Meeting of the Company, Nicholas Moss and Robert King retired as a Director of the Company and being eligible had offered themselves for re-election and each was re-elected as a Director of the Company by the Shareholders. Robin Rumboll permanently retired as a director of the Company.

 

The Board believes that long serving Directors should not be prevented from forming part of an independent majority of the Board and propose that upon reaching nine years of service the Board will document continuing independence discussions in relation to such Directors as part of the annual Board self-evaluation and will disclose its conclusions in future Directors' Reports.

 

Management Committee

The Board has not deemed it necessary to appoint a management committee as a result of being comprised wholly of non-executive Directors. The Board is responsible for the review of the terms of the Investment Management Agreement between the Company and the Manager, and to ensure that the terms are competitive, fair and reasonable for the Shareholders. This includes the review of performance of the Investment Manager relative to the agreed benchmark, performance of key service providers, the level of effectiveness of any marketing support provided and any other topics referred to it by the Board.

 

The Board has reviewed the performance and capabilities of the Manager and is satisfied that the continued appointment of Jubilee Asset Management Limited and Permal Investment Management Services Limited as Manager and Investment Advisor respectively, is in the interest of Shareholders.

 

Audit Committee

An audit committee has been established consisting of all Directors with Nicholas Fry appointed as Chairman.  The terms of reference of the audit committee provide that the committee shall be responsible, amongst other things, for reviewing the Interim and Annual Financial Statements, considering the appointment and independence of external auditors, discussing with the external auditors the scope of the audit and reviewing the Company's compliance with the AIC Code. The Board is satisfied that the audit committee contains members with sufficient recent and relevant financial reporting experience. Other expenses disclosed in the Statement of Comprehensive Income includes fees for annual audit services amounting to £16,073 and interim review fees (audit related services) amounting to £7,244. There were no other non-audit fees incurred during the year.

 

Nomination Committee

The Board has not deemed it necessary to appoint a nomination committee as a result of being comprised wholly of non-executive Directors. The Board as a whole fulfils the function of a nomination committee. Any proposal for a new Director will be discussed and approved by the Board.

 

Remuneration Committee

As all the Directors are non-executive, the Board has resolved that it is not appropriate to form a remuneration committee and remuneration is reviewed and discussed by the Board as a whole with independent advice. Directors' remuneration is considered on an annual basis.

 

Directors' and Officers' liability insurance cover is maintained by the Company on behalf of the Directors.

 

Internal Controls

The Board is ultimately responsible for the Company's system of internal control and for reviewing its effectiveness. The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place for the period under review and up to the date of approval of this Annual Report and Audited Financial Statements and is reviewed by the Board and accords with The AIC Code. The AIC Code requires Directors to conduct at least annually a review of the Company's system of internal control, covering all controls, including financial, operational, compliance and risk management.

 

The Board has reviewed the effectiveness of the systems of internal control. In particular, it has reviewed and updated the process for identifying and evaluating the significant risks affecting the Company and the policies by which these risks are managed. The Board also considers whether the appointment of an internal auditor is required and has determined that there is no requirement for a direct internal audit function. The internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss.

 

Significant Shareholdings

Shareholders with holdings of more than 3.0 per cent. of the Sterling and Euro Redeemable Participating Preference Shares of the Company at 8th July 2013 were as follows:

 






Number of

Percentage of Issued






Sterling Shares

Sterling Share Capital








BNP Paribas Arbitrage Snc - a/c # 2890000


4,069,319

26.07

The Bank Of New York (Nominees) Limited


3,156,914

20.23

The Bank Of New York (Nominees) Limited - a/c # 141498

1,478,124

9.47

Nortrust Nominees Limited - GSYA



936,533

6.00

Lynchwood Nominees Limited - a/c # 2006420

689,903

4.42

 






Number of

Percentage of Issued






Euro Shares

Euro Share Capital








Securities Services Nominees Limited - a/c # 2060000

794,189

82.83

J.P. Morgan Securities Limited - JPCREPON

55,809

5.82

The Bank Of New York (Nominees) Limited - BIL

48,724

5.08

The Bank Of New York (Nominees) Limited - a/c # 055404

33,223

3.47

 

Those invested directly or indirectly in 3.0 per cent. or more of the issued share capital of the Company will not have different voting rights from other holders of Shares.

 

In addition to the above, the Company has received formal notifications from underlying beneficial owners regarding their ownership in the Company's shares. For further information on these notifications, refer to RNS announcements released by the Company to the London Stock Exchange at www.londonstockexchange.com.  

 

Relations with Shareholders

The Investment Advisor maintains a regular dialogue with institutional Shareholders, the feedback from which is reported to the Board and the Chairman has also met with a number of major Shareholders in the course of the year. In addition, Board members will be available to respond to Shareholders' questions at the Annual General Meeting.

 



 

Alternative Investment Fund Managers Directive

On 1st July 2011, the European Commission published the Alternative Investment Fund Managers Directive (the ''AIFM Directive''), designed to regulate managers of private equity, hedge and other funds. The AIFM Directive may have significant consequences for the Company and may materially increase compliance, regulatory, operational and administrative costs of the Company and its investments. The deadline for transposition into the national law of each EU member state of the AIFM Directive is 22nd July 2013. The AIFM Directive may materially affect the Company as it is established in Guernsey (which is not part of the EU) and the full implications of the AIFM Directive will only become clearer once such legislation is adopted, and the Company will continue to monitor its progress and likely implications.

 

Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act ("FATCA") became effective on 1st January 2013. The legislation is aimed at determining the ownership of US assets in foreign accounts and improving US tax compliance with respect to those assets. However, the States of Guernsey has recently announced that it has decided to enter into an intergovernmental agreement ("IGA") with US Treasury in order to facilitate the requirements under FATCA and is currently in negotiations with regards to how this is to be implemented and as a result, the impact this will have on the Company remains unknown. The Board is in the process of ensuring the Company complies with FATCA's requirements.

 

                                               

Andrew Sykes                                                                                      Nicholas Fry

9th July 2013                                                                                         9th July 2013

 

STATEMENT OF DIRECTORS' RESPONSIBILITY IN RESPECT OF THE ANNUAL AUDITED FINANCIAL STATEMENTS

 

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Directors' Report and the Financial Statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law they have elected to prepare the Financial Statements in conformity with International Financial Reporting Standards ("IFRS") as adopted by the EU and applicable law.

 

The Financial Statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company 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 applicable accounting standards have been followed subject to any material departures disclosed and explained in the Financial Statements; and

- prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. As explained in note 1, the Directors do not believe that it is appropriate to prepare these financial statements on a going concern basis.

 

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the Financial Statements comply with The Companies (Guernsey) Law, 2008. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

 

Directors' Responsibility Statement

We confirm to the best of our knowledge that:

 

- these Financial Statements have been prepared in conformity with IFRS and give a true and fair view of the assets, liabilities and loss of the Company; and

 

- these Financial Statements include information detailed in the Chairman's Statement, the Directors' Report, the Investment Advisor's Report and the notes to the Financial Statements, which provides a fair view of the information required by:

 

(a) DTR 4.1.8 of the Disclosure and Transparency Rules, being a fair review of the Company business and a description of the principal risks and uncertainties facing the Company; and

 

(b) DTR 4.1.11 of the Disclosure and Transparency Rules, being an indication of important events that have occurred since the end of the financial year and the likely future development of the Company.

 

Disclosure of Information to the Auditor

So far as each of the Directors is aware, there is no relevant audit information of which the Company's Auditor is unaware, and each has taken all the steps he ought to have taken as a Director to make himself aware of any relevant information and to establish that the Company's Auditor is aware of that information.

 

Signed on behalf of the Board by:

 

Andrew Sykes                                                                      Nicholas Fry

9th July 2013                                                                         9th July 2013

 

DIRECTORS' REMUNERATION REPORT

 

Introduction

An ordinary resolution for the approval of the annual remuneration report will be put to the Shareholders at the annual general meeting to be held in 2013.

 

Remuneration Policy

All Directors are non-executive and a Remuneration Committee has not been established. The Board as a whole considers matters relating to the Directors' remuneration with independent advice.

 

The Articles of Association provide that unless otherwise determined by ordinary resolution, the number of the Directors shall not be less than two and the aggregate remuneration of all Directors in any twelve month period or pro rata for any lesser period shall not exceed £150,000 or such higher amount as may be approved by ordinary resolution. Subject to this overall limit, it is the Board's policy to determine the level of Directors' fees having regard to the fees payable to non-executive directors in the industry generally, the role that individual Directors fulfil in respect of Board and Committee responsibilities and time committed to the Company's affairs.

 

The Directors shall also be entitled to be repaid all reasonable out of pocket expenses properly incurred by them in or with a view to the performance of their duties or in attending meetings of the Board or of committees or general meetings.

 

The Board shall have the power at any time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors may not at any time exceed the number fixed pursuant to the Articles of Association. Any Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election.

 

Remuneration

Each Director was paid a fee of £24,250 (31st March 2012: £24,250) per annum, except for the Chairman who was paid £35,000 (31st March 2012: £35,000) and the Audit Committee Chairman who was paid £29,500 (31st March 2012: £29,500).

 

For the years ended 31st March 2013 and 31st March 2012, the Directors' fees were as follows:

 





2013


2012





£


£








Andrew Sykes (Chairman)




35,000


33,500

Nicholas Fry (Audit Committee Chairman)



29,500


28,250

Nicholas Moss




24,250


23,125

Robert King




24,250


23,125

Graham Harrison (Appointed 1st January 2012)


24,250


6,063

Robin Rumboll (Retired 26th September 2012)


12,125


23,125

 

Signed on behalf of the Board by:

 

Andrew Sykes                                                                      Nicholas Fry

9th July 2013                                                                         9th July 2013

 

INVESTMENT POLICY

 

As at 31st March 2013

 

Following the approval of the Company's orderly wind-down at the EGM held on 7th September 2012, the investment objective and policy was revised as set out below:

 

·      The Company will be managed with the intention of realising all remaining assets in the portfolio with a view to returning invested capital to the Shareholders in an orderly manner.

·      Any cash retained by the Company as part of the realisation process, but prior to its distribution to Shareholders, will be held by the Company as cash on deposit and/or as cash equivalents.

·      The Company will not undertake new borrowing.

 

PORTFOLIO STATEMENT

 

As at 31st March 2013     

 





% of Total

% of Total



No. of shares

Fair

Value of

Value of

Description


held on

Value

Company as at

Company as at



31.3.2013

£

31.3.2013

31.3.2012







Hedge Funds






Brevan Howard Fund Ltd


7,693.01

1,590,127

2.84


Claren Road Credit Fund Ltd


3.00

274,702

0.49


Dabroes Offshore Investment Fund Ltd


7,140.21

5,127,213

9.16


Drawbridge Global Alpha V Fund Ltd


123.79

179,724

0.32


Drawbridge Global Macro Fund Ltd


237.53

119,426

0.21


Empyrean Capital Partners LP


5,360.41

3,590,841

6.42


Farallon Capital Management LLC


1.00

731,009

1.31


Harbinger Capital Partners Offshore Fund I, Ltd

6,387.80

1,419,425

2.54


Myriad Opportunities Offshore Fund Ltd


12,040.90

9,029,844

16.13


OZ Europe Overseas II Fund, Ltd


1.00

492,810

0.88


OZ Overseas Fund II, Ltd


1.00

20,799

0.04


Riva Ridge Offshore Fund, Ltd


2,658.75

1,861,904

3.33


Shepherd Investments International, Ltd


1,911.94

983,452

1.76


Vicis Capital Fund (International)


14,743.93

1,253,509

2.24








Total investments



26,674,785

47.67

104.22







Other net current assets/(liabilities)



29,278,573

52.33

(4.22)













Total value of Company (attributable to






Redeemable Participating Preference Shares)



55,953,358

100.00

100.00













 



 

INDEPENDENT AUDITOR'S REPORT

 

To the Members of Absolute Return Trust Limited

 

We have audited the Financial Statements of Absolute Return Trust Limited (the "Company") for the year ended 31st March 2013 which comprise the Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Financial Position, Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the European Union.  As described in Note 1, the Financial Statements have been prepared on a non going concern basis.

 

This report is made solely to the Company's members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008. 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 Statement of Directors' Responsibilities, the directors are responsible for the preparation of the Financial Statements and for being satisfied that they 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 Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Board of Directors; and the overall presentation of the Financial Statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited Financial Statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

 

Opinion on Financial Statements

 

In our opinion the Financial Statements:

 

·      give a true and fair view of the state of the Company's affairs as at 31st March 2013 and of its loss for the year then ended;

·    are in accordance with International Financial Reporting Standards as adopted by the European Union; and

·      comply with the Companies (Guernsey) Law, 2008.

 

Matters on which we are required to report by exception

 

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

 

·      the Company has not kept proper accounting records; or

·      the Financial Statements are not in agreement with the accounting records; or

·      we have not received all the information and explanations, which to the best of our knowledge and belief are necessary for the purpose of our audit.

 

Under the Listing Rules we are required to review the part of the Corporate Governance Statement relating to the Company's compliance with the nine provisions of the UK Corporate Governance Code specified for our review.  We have nothing to report with respect to our review.

 

Steven D Stormonth

For and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Recognised Auditors

 9th July 2013

STATEMENT OF COMPREHENSIVE INCOME

 

For the year ended 31st March 2013





1.4.2012 to

1.4.2011 to





31.3.2013

31.3.2012


Notes

Revenue

Capital

Total

Total



£

£

£

£







Investment Income






Bank interest income


12,193

-

12,193

16

Other income


-

-

-

11,042













Total investment income


12,193

-

12,193

11,058







Net gains/(losses) on financial assets at fair value through






profit or loss

1, 4

-

1,641,567

1,641,567

(8,804,486)

Losses on foreign exchange

1, 5

-

(529,660)

(529,660)

(2,131,969)













Total income/(loss)


12,193

1,111,907

1,124,100

(10,925,397)













Expenses






Management fee

6

(1,565,933)

-

(1,565,933)

(2,562,376)

Performance fee

7

-

-

-

(8,777)

Interest expense


(15,461)

-

(15,461)

(31,801)

Other expenses

10

(883,261)

-

(883,261)

(1,174,270)













Total expenses


(2,464,655)

-

(2,464,655)

(3,777,224)













(Loss)/gain for the year#


(2,452,462)

1,111,907

(1,340,555)

(14,702,621)













(Loss)/gain for the year attributable to:












Sterling Share Class


£(2,350,214)

£1,051,169

£(1,299,045)

£(13,546,426)













Euro Share Class


€(104,262)

€52,734

€(51,528)

€(790,172)







Earnings per Participating Redeemable Preference






Share - basic and diluted*;












Sterling Share Class


(2.42p)

1.08p

(1.34p)

(7.30p)







Euro Share Class


(1.75¢)

0.84¢

(0.91¢)

(7.61¢)

 

* Earnings per Participating Redeemable Preference Share are based on the weighted average number of Redeemable Participating Preference Shares. The weighted average number of Redeemable Participating Preference Shares for the year for the Sterling Share Class and the Euro Share Class respectively were 97,197,166 and 5,978,487 (31st March 2012: 185,628,547 and 10,390,317).

 

The 'Total' column of this statement represents the Company's Statement of Comprehensive Income, prepared in accordance with IFRS. The supplementary 'Revenue' and 'Capital' columns are both prepared under guidance published by the Association of Investment Companies.

 

All of the Company's income and expenses are included in the "Gain/(loss) for the year" and therefore the loss for the year is also the Company's total comprehensive income for the year, as defined by IAS 1 (revised).

All items in the above statement derive from continuing operations.

 

STATEMENT OF CHANGES IN EQUITY

 

For the year ended 31st March 2013

 






Share

Realised

Unrealised


Other







Capital

Capital

Capital

Revenue

Distributable







Account

Reserve

Reserve

Reserve

Reserve

Total






£

£

£

£

£

£

Balance brought forward








at 31st March 2012



-

22,246,886

24,688,955

(20,549,729)

185,729,018

212,115,130












Total comprehensive income for the year





-

26,903,461

(25,791,554)

(2,452,462)

-

(1,340,555)

Transactions with Shareholders;






Cancellation of Shares


-

-

-

-

(1,399,374)

(1,399,374)

Redemption of Shares


-

-

-

-

(153,421,843)

(153,421,843)























Balance carried forward at







at 31st March 2013



-

49,150,347

(1,102,599)

(23,002,191)

30,907,801

55,953,358












 

 

Net Assets attributable to holders of Redeemable Participating Preference Shares at the end of the year.


55,953,358


















 

For the year ended 31st March 2012
























Share

Realised

Unrealised


Other








Capital

Capital

Capital

Revenue

Distributable








Account

Reserve

Reserve

Reserve

Reserve

Total







£

£

£

£

£

£

Balance brought forward








at 31st March 2011



35,053,446

5,719,933

52,152,363

(16,783,563)

219,814,521

295,956,700

 

Total comprehensive income for the  year

-

16,526,953

(27,463,408)

(3,766,166)

-

(14,702,621)

Transactions with Shareholders;






Cancellation of Shares


(9,496,583)

-

-

-

(7,232,338)

(16,728,921)

Redemption of Shares


(26,314,391)

-

-

-

(26,095,637)

(52,410,028)

Net effect of Shares








conversion





757,528

-

-

-

(757,528)

-













Balance carried forward at








at 31st March 2012



-

22,246,886

24,688,955

(20,549,729)

185,729,018

212,115,130

 

Net Assets attributable to holders of Redeemable Participating Preference Shares at the end of the year

212,115,130

 



 

STATEMENT OF FINANCIAL POSITION

 

As at 31st March 2013

 





31.3.2013

31.3.2012



Notes


£

£

ASSETS






Non-current assets






Financial assets at fair value through profit or loss


1, 12


26,674,785

221,057,521

Current assets






Cash and cash equivalents


11


27,302,494

830,359

Unrealised gains on open forward foreign






currency contracts


22


55,321

4,038,132

Other receivables


13


2,092,966

7,990,425







Total assets




56,125,566

233,916,437







EQUITY AND LIABILITIES












CURRENT LIABILITIES






Bank overdraft


11


-

9,717,869

Redemptions payable


15


-

11,578,463

Other payables


14


167,156

462,026

Unrealised losses on open forward foreign






currency contracts


22


5,052

42,949







Total liabilities




172,208

21,801,307







EQUITY






Share Capital Account


15


-

-

Other Distributable Reserve


16


30,907,801

185,729,018

Retained Earnings




25,045,557

26,386,112













Total equity




55,953,358

212,115,130













Total equity and liabilities




56,125,566

233,916,437













Number of Sterling Redeemable Participating Preference



Shares in issue


17


40,174,321

154,549,902







Number of Euro Redeemable Participating Preference



Shares in issue


17


2,467,858

9,372,854













Net assets attributable to holders of Sterling Redeemable



Participating Preference Shares (per share)


17


134.2p

132.4p







Net assets attributable to holders of Euro Redeemable



Participating Preference Shares (per share)


17


97.0¢

96.4¢

 

The audited Financial Statements were approved on 9th July 2013 and signed on behalf of the Board of Directors by:

 

Andrew Sykes                                                                                      Nicholas Fry

 

STATEMENT OF CASH FLOWS

 

For the year ended 31st March 2013

 



1.4.2012 to

1.4.2011 to


Note

31.3.2013

31.3.2012



£

£

Cash flows from operating activities




Loss for the year


(1,340,555)

(14,702,621)

Adjusted for:




(Gains)/losses on financial assets at fair value through profit or loss

(1,641,567)

8,804,486

Realised and unrealised losses/(gains) on forward foreign



currency contracts


662,082

(4,362,914)

Exchange (gains)/losses on foreign currency revaluation


(76,731)

6,523,724

Exchange gains on translation


(55,691)

(28,841)









Operating cash flows before movements in working capital


(2,452,462)

(3,766,166)

Decrease in other receivables


6,102

20,637

Decrease in other payables


(134,217)

(566,422)









Net cash used in operating activities


(2,580,577)

(4,311,951)









Cash flows from investing activities




Purchase of financial assets at fair value through profit or loss

(3,814,307)

(55,425,171)

Net cash movement on receivables from broker


73,801

(7,137,436)

Sale of financial assets at fair value through profit or loss


205,656,166

133,945,485

Net receipts on  forward currency contracts


3,338,523

2,326,818









Net cash generated from investing activities


205,254,183

73,709,696









Cash flows from financing activities




Buyback of Redeemable Participating Preference Shares


(1,560,027)

(16,568,268)

Redemption of shares


(165,000,306)

(40,831,565)









Net cash used in financing activities


(166,560,333)

(57,399,833)









Net increase in cash and cash equivalents


36,113,273

11,997,912

Cash and cash equivalents at beginning of year


(8,887,510)

(14,361,698)

Effects of exchange rate changes


76,731

(6,523,724)









Cash and cash equivalents at end of year

11

27,302,494

(8,887,510)





Supplementary cash flow information




Cash flows from operating activities include:






1.4.2012 to

1.4.2011 to



31.3.2013

31.3.2012



£

£





Interest received


12,193

16

Interest paid


(15,461)

(31,801)

 

NOTES TO THE FINANCIAL STATEMENTS

 

For the year ended 31st March 2013

 

1.     ACCOUNTING POLICIES

The following accounting policies have been applied consistently in dealing with items which are considered to be material in relation to the Company's Financial Statements:

 

Basis of accounting

The Financial Statements give a true and fair view, are prepared in accordance with International Financial Reporting Standards ("IFRS") adopted for use in the European Union, which comprise standards and interpretations approved by the International Accounting Standards Board (IASB) and are in compliance with The Companies (Guernsey) Law, 2008. The Financial Statements have been prepared on a non going concern basis, and the accounting policies, presentation and methods of computation are consistent with this basis, as disclosed in the going concern paragraph below.

 

Going concern

The discount control provisions established when the Company was launched required a continuation vote to be proposed to Shareholders at the Company's Annual General Meeting when the Company's discount has exceeded 5.0  per cent. at each month end during the year to 31st March, and such vote requires not less than 50 per cent. of the total voting rights cast on the resolution to be in favour in order for the company to continue in its current format. If the resolution is not passed, the Directors are required to formulate proposals to be put to Shareholders within six months of such resolution being defeated for the winding up or other reorganisation or reconstruction of the Company.

 

After extensive shareholder consultation, the Board resolved not to seek continuation of the Company and proposed to Shareholders that the Company enter into a managed wind-down. This proposal was approved at an Extraordinary General Meeting ("EGM") held on 7th September 2012.

 

The Financial Statements have been prepared on a non going concern basis reflecting the orderly wind-down of the Company. Accordingly, the going concern basis of accounting is no longer considered appropriate. All assets and liabilities are carried at the expected net realisable values. The Board recognises that the liquidity of the restricted holdings is uncertain. The Board will review the most appropriate course of action with regard to these assets over the coming months. A provision for winding up costs has been included in the Financial Statements. Refer to note 10 for details.

 

Presentation of information

Where presentational guidance set out in the Statement of Recommended Practice ("SORP") for Investment Trust Companies issued by the Association of Investments ("AIC") in January 2009 is consistent with the requirements of IFRS, the Directors have sought to prepare the Financial Statements on a basis compliant with the SORP. Supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented within the Statement of Comprehensive Income. 

 

Standards, amendments and interpretations not yet effective

At the date of approval of these Financial Statements, the following standards and interpretations, which have not applied in these Financial Statements, were in issue but not yet effective:

 

The Board anticipates that the adoption of these standards in a future period will not have a material impact on the financial statements of the Company. IFRS 9, 'Financial Instruments was issued in December 2009 and addresses the classification and measurement of financial assets and is likely to affect the Company's accounting for financial assets. The standard is not applicable until 1 January 2015 but it is available for early adoption. The Company is currently in the process of evaluating the potential effect of this standard. The standard is not expected to have a significant impact on the financial statements since the majority of the Company's financial assets are designated at fair value through profit or loss.

 

IFRS 10 - Consolidated Financial Statements, IAS 27 Separate Financial Statements and IFRS 12 - Disclosure of Interests in Other Entities - are effective for periods beginning on or after 1 January 2013 but has not been adopted by the EU. IFRS 10 will be endorsed in the EU for periods after 1 January 2014, except for the section on investment entities. The Board is currently assessing the impact of these changes on the financial statements of the Company.

 

Under IFRS 11, the structure of the joint arrangement, although still an important consideration, is no longer the main factor in determining the type of joint arrangement and therefore the subsequent accounting.

·      The Company's interest in a joint operation, which is an arrangement in which the parties have rights to the assets and obligations for the liabilities, will be accounted for on the basis of the Group's interest in those assets and liabilities.

·      The Company's interest in a joint venture, which is an arrangement in which the parties have rights to the net assets, will be equity-accounted.

IFRS 12 brings together into a single standard all the disclosure requirements about an entity's interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. The Group is currently assessing the disclosure requirements for interests in subsidiaries, interests in joint arrangements and associates and unconsolidated structured entities in comparison with the existing disclosures. IFRS 12 requires the disclosure of information about the nature, risks and financial effects of these interests.

IFRS 11 and IFRS 12 are effective for annual periods beginning on or after 1 January 2013 with early adoption permitted. The Board does not believe this standard will have significant impact on the financial statements of the Company.

IFRS 13 - Fair Value Measurement is effective for periods beginning on or after 1 January 2013 and endorsed by the EU for the same period. IFRS 13 establishes a singles source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The Company is currently assessing the impact that this standard will have on the financial position and performance, but based on the preliminary analyses, no material impact is expected.

 

The amendments to IAS 32 alter the application guidance in IAS 32 and clarify some of the requirements for offsetting financial assets and liabilities on the Statement of Financial Position. The amendment is effective from 1st January 2014 and has not been early adopted.

 

Annual improvements to IFRS's were issued by the IASB on June 2011 and contain minor amendments to standards for periods beginning on or after 1st January 2013. No material changes to accounting policies are expected as a result of these changes.

 

Financial instruments

Financial assets and financial liabilities are recognised on the Company's Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities have been written down to net realisable values, which represent the fair value as at the year end.

 

Financial assets at fair value through profit or loss ("investments")

Purchases and sales of investments are recognised on the trade date (the date on which the Company commits to purchase or sell the investment). Investments purchased are initially recorded at fair value, being the consideration given and excluding transaction or other dealing costs associated with the investment. Gains and losses on investments sold are shown in Note 4 and recognised in capital in the Statement of Comprehensive Income in the period in which they arise. The investments are managed and their performance is evaluated on a fair value basis which is consistent with the Company's documented investment strategies. The information regarding the Company's portfolio is also provided on that basis to the Board.

 

Forward foreign currency contracts

Forward foreign currency contracts are derivative contracts and as such are recognised at fair value on the date on which they are entered into and subsequently remeasured at their fair value. Fair value is determined by rates in active currency markets. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. 

 

Other Financial Instruments

For other financial instruments, including other receivables and other payables, the carrying amounts as shown in the Statement of Financial Position are approximate to fair values due to the short term nature of these financial instruments.

 

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the Statement of Financial Position, if and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise assets and settle the liabilities simultaneously.

 

Fair value

Investments of the Company consist of shares or units in hedge funds and these are valued at the latest estimate of Net Asset Value from the administrator of the respective hedge fund i.e. most recent price is the best estimate of the amount for which holdings could have been disposed of at the statement of financial position date.  These values may be unaudited or may themselves be estimates. In addition, these entities or their administrators may not provide values at all or in a timely manner and to the extent that values are not available, those investments will be valued by the Board using valuation techniques appropriate for those investments. In determining fair value, the Board takes into consideration, where applicable, the impact of suspensions, redemptions, liquidation proceedings, investments in side pockets and other significant factors. Actual results may differ from these estimates.

 

Gains and losses arising from changes in the fair value of financial assets are shown as net gains or losses on financial assets through profit or loss in Note 4 and recognised in capital in the Statement of Comprehensive Income in the period in which they arise.

 

Derecognition of financial instruments

A financial asset is derecognised when:  (a) the rights to receive cash flows from the financial asset have expired, (b) the Company retains the right to receive cash flows from the financial asset, but has assumed an obligation to pay them in full without material delay to a third party under a "pass through arrangement"; or (c) the Company has transferred substantially all the risks and rewards of the financial asset, or has neither transferred nor retained substantially all the risks and rewards of the financial asset, but has transferred control of the financial asset.

 

A financial liability is derecognised when the contractual obligation under the liability is discharged, cancelled or expired.

 

Significant accounting judgements, estimates and assumptions

The preparation of the Company's Financial Statements requires the Directors to make judgements, estimates and assumptions that affect the reported amounts of income, expenses, assets and liabilities at the reporting date. However, uncertainties about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the assets or liabilities affected in future periods. Although some of the Company's underlying investments have imposed restrictions on redemptions the Directors believe it remains appropriate to estimate their fair values based on Net Asset Values as reported by the Administrators of the relevant investments. The Directors believe that such Net Asset Values represent fair value because subscriptions and redemptions in the underlying investments occur at these prices at the statement of financial position date.

 

Information about assumptions and estimation uncertainties that have significant risk of resulting in a material adjustment within the next financial year, as well as critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are included in note 22.

 

Income

All income is accounted for on an accruals basis and is recognised in the Statement of Comprehensive Income. Interest income is recognised on a time-proportionate basis using the effective interest rate method.

 

Expenses

Expenses are accounted for on an accruals basis. Expenses incurred on the acquisition of investments at fair value through profit or loss are charged to the Statement of Comprehensive Income in capital. All other expenses are charged to the Statement of Comprehensive Income in revenue.

 

Share issue expenses

Share issue expenses are fully written off against the Share Capital Account in the period of the share issue.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant changes in value.

 

Capital reserves

Gains and losses recorded on the realisation of investments and realised exchange differences of a capital nature are transferred to the realised capital reserve. Unrealised gains and losses recorded on the revaluation of investments held at period end and unrealised exchange differences of a capital nature are transferred to the unrealised capital reserve.

 

Translation of foreign currency

Items included in the Company's Financial Statements are measured using the currency of the primary economic environment in which it operates (the "functional currency"). The majority of the Company's Shares are denominated in Sterling (a small number are denominated in Euros) and its operating expenses are incurred in Sterling. While the Company's investments are denominated in US Dollars all exposure to these currencies was, until 8th May 2013, hedged by forward foreign currency contracts. Accordingly the Directors regard Sterling as the functional currency. The Company has also adopted Sterling as its presentation currency.

 

The assets and liabilities of the Company that are denominated in a currency other than the functional currency are translated using the exchange rate as at the statement of financial position date. The Statement of Changes in Equity is translated into Sterling for aggregation purposes using an average rate of exchange for the period, with the exception of the Share Capital Account which is translated at the rate ruling at the date of the transaction and the unrealised gains on investments which are translated at the rates ruling as at the statement of financial position date. Exchange differences arising on aggregation are taken to equity and subsequently transferred to net assets attributable to Redeemable Participating Preference Shares.

 

Translation differences on financial assets held at fair value through profit or loss are reported as part of net gains on financial assets at fair value through profit or loss in the Statement of Comprehensive Income under capital.

 

2.     TAXATION

During the year, the Company was exempt from taxation in Guernsey under the provisions of The Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 and has paid an annual exemption fee of £600 (31st March 2012: £600).

 

3.    DISTRIBUTION TO SHAREHOLDERS

Following the Company's placement into orderly wind-down, no distributions will be made to Shareholders other than the compulsory share redemptions.

 

4.    NET GAINS/(LOSSES) ON FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS  

 






1.4.2012 to

1.4.2011 to






31.3.2013

31.3.2012






£

£

Net gains/(losses) on financial assets at fair value through profit or loss



during the year comprise:














Gains realised on investments sold during the year


25,148,217

20,771,290

Movement in unrealised losses arising from changes in fair value during the year




(23,506,650)

(29,575,776)








Net gains/(losses) on financial assets at






fair value through profit or loss




1,641,567

(8,804,486)








 

5.    LOSSES ON FOREIGN EXCHANGE

 





1.4.2012 to

1.4.2011 to





31.3.2013

31.3.2012





£

£

Realised gains on forward foreign currency contracts

3,282,831

2,297,977

Unrealised (losses)/gains on forward foreign currency contracts

(3,944,913)

2,064,937

Exchange gains/(losses) on foreign currency revaluation

76,731

(6,523,724)

Exchange gains on translation




55,691

28,841











(529,660)

(2,131,969)







 

The Company's investment portfolio is denominated in US Dollars and the currency risk was, until 8th May 2013, hedged with forward foreign currency contracts.

 

6.     MANAGEMENT FEE

The Company's manager is Jubilee Asset Management Limited (the "Manager"), formerly Fauchier Partners Management Limited. On 13th March 2013, Fauchier Partners was acquired by Legg Mason and merged with Permal Group, its global asset management firm. Immediately thereafter, Fauchier Partner's investment team formed the Jubilee Portfolio Management Group.

 

The Manager is entitled to an annual management fee, calculated monthly and payable monthly in arrears, at the rate of 1.0  per cent. of the monthly gross assets of the Company. The Manager is also entitled to reimbursement of certain expenses incurred by it in connection with its duties. The Company's investment advisor is Permal Investment Managmenet Services Limited (the "Investment Advisor"). The Manager will be responsible for discharging all fees of the Investment Advisor out of its management fee.

 

During the year ended 31st March 2013 management fees of £1,565,933 were charged to the Company (31st March 2012: £2,562,376) and £90,267 was payable at the year end (31st March 2012: £189,677).

 

Following the approval of the Company's orderly wind-down, notice of termination of the Management Agreement was given at the EGM held on 7th September 2012.

 

7.    PERFORMANCE FEE

The Manager is also entitled to a performance fee if the Net Asset Value per Share for each class of Share at the end of the Performance Period (31st March each year and after adjustments for share issues/redemptions/ repurchases);

 

a)      Exceeds the Net Asset Value per Share at the start of the Performance Period by more than the Performance Hurdle; and

b)      Exceeds the highest previously recorded Net Asset Value of the relevant class of Share as at the end of a Performance Period in respect of which a performance fee was last paid;

 

The Performance Hurdle applicable in respect of a Performance Period is 110.0 per cent. of three month Sterling LIBOR or EURIBOR, as applicable, compounded quarterly and is pro-rated where the Performance Period is greater or shorter than one year.

 

If the Performance Hurdle for a Performance Period is met, then a performance fee will be calculated and payable to the Manager equal to 10.0 per cent. of the total increase in the Net Asset Value per Share on all share classes in issue at the end of the relevant Performance Period over the Net Asset Value per Share at the start of the relevant Performance Period multiplied by the aggregate number of shares in issue for each share class (having made adjustment for any issue and/or redemption and/or repurchase of shares of each class or other distributions made in respect thereof) at the end of the relevant Performance Period.

 

Following the approval of the Company's orderly wind-down , the Manager has agreed that Performance Fees will not be charged after the NAV date immediately following the EGM.

 

During the year ended 31st March 2013 performance fees of £Nil were charged to the Company (31st March 2012: £8,777) and £Nil was payable at the year end (31st March 2012: £802).

 

8.    ADMINISTRATION FEE

The Company's administrator is Northern Trust International Fund Administration Services (Guernsey) Limited (the "Administrator"). The Administrator is entitled to receive an annual fee, equal to 0.125  per cent. per annum on  the first £50.0 million, 0.10  per cent. per annum on the next £50.0 million and 0.075  per cent. per annum thereafter of the Net Asset Value of the Company, calculated monthly and payable monthly in arrears, subject to a minimum fee of £48,000 per annum. In addition, the Administrator and any of its delegates will also be entitled to reimbursement of certain expenses incurred by them in connection with their duties. During the year ended 31st March 2013 administration fees of £158,444 (31st March 2012: £234,300) were charged to the Company and £13,339 was payable at the year end (31st March 2012: £34,444).

 

With effect from 1st October 2012, the Company and the Administrator agreed to amend the terms of the Administration Agreement whereby the annual minimum fee increased from £48,000 per annum to £80,000.  Such minimum fee will be further amended to £40,000 per annum effective after the delisting of the Company from the London Stock Exchange following the Company's orderly wind-down.

 

9.    CUSTODIAN FEE

The Company's custodian is Northern Trust (Guernsey) Limited (the "Custodian"). The Custodian is entitled to receive an annual fee equal to 0.075  per cent. per annum of the Net Asset Value of the Company, calculated monthly and payable monthly in arrears, subject to a minimum fee of £24,000 per annum. In addition, the Custodian will receive £100 per transaction executed. During the year ended 31st March 2013 custodian fees of £117,443 (31st March 2012: £192,179) were charged to the Company and £6,770 was payable as at the year end (31st March 2012: £27,662).

 



 

10.    OTHER EXPENSES

 






1.4.2012 to


1.4.2011 to






31.3.2013


31.3.2012






£


£









Administration fee (Note 8)





158,444


234,300

Custodian fee (Note 9)





117,443


192,179

Liquidation costs





152,331


-

Commitment fee in respect of credit facility




132,083


285,417

General expenses





157,512


299,916

Directors' fees (Note 19)





149,375


137,188

Audit fee





16,073


25,270














883,261


1,174,270









 

Liquidation costs include legal fees, financial adviser fees and other fees relating to the orderly wind-down.

 

11.    CASH AND CASH EQUIVALENTS

 






31.3.2013


31.3.2012






£


£









Current deposits with banks





27,302,494


830,359

Bank overdraft





-


(9,717,869)














27,302,494


(8,887,510)









 

All cash balances attract interest at variable rates.

 

A committed credit facility covering borrowings and spot and forward foreign exchange was made available to the Company by its bankers. Prior to 7th September 2012, the aggregate amount outstanding under this facility should not exceed the lower of 20.0 per cent. of the Net Asset Value of the Company or £60.0 million (or the currency equivalent thereof).

 

The Company was charged a commitment fee of 0.5  per cent. per annum of the committed facility and interest of 1  per cent. above the base rate on any overdrawn balance. The facility was terminated effective 7th September 2012 following the approval of the Company's orderly wind-down.

 

12.    FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 






31.3.2013


31.3.2012






£


£









Cost of investments at end of year




32,841,425


203,717,512

Cumulative net unrealised (loss)/gain




(6,166,640)


17,340,009









Fair value at end of the year





26,674,785


221,057,521









 



 

13.    OTHER RECEIVABLES

 






31.3.2013


31.3.2012






£


£









Sale of investments awaiting settlement




2,092,966


2,166,767

Payment in advance for purchase of investments



-


5,817,556

Other receivables





-


6,102














2,092,966


7,990,425









 

The Directors consider that the carrying amount of the other receivables approximates their fair value.

 

14.    OTHER PAYABLES

 






31.3.2013


31.3.2012






£


£

Performance fee payable





-


802

Management fee payable





90,267


189,677

Share buybacks payable





-


160,653

Other creditors





76,889


110,894














167,156


462,026









 

The Directors consider that the carrying amount of the other payables approximates their fair value.

 

15.    SHARE CAPITAL ACCOUNT

 









31.3.2013


31.3.2012









Unclassified


Unclassified









Shares


Shares

Authorised Share Capital









Unclassified Shares at no par value




Unlimited


Unlimited












 

The Company is a closed-ended investment company with an unlimited life. The Redeemable Participating Preference Shares are not puttable instruments because redemption is conditional upon certain market conditions and/or Board approval. As such they are not required to be classified as debt under IAS 32 - Financial Instruments: Disclosure and Presentation.

 

As defined in the Articles of Association, redemption of Redeemable Participating Preference Shares is at the sole discretion of the Directors, therefore the Redeemable Participating Preference Shares have been classified as equity.

 

The discount control provisions established when the Company was launched requires a continuation vote to be proposed to Shareholders at the Company's Annual General Meeting when the Company's discount has exceeded 5.0  per cent. at each month end during the year to 31st March, and such vote requires not less than 50  per cent. of the total voting rights cast on the resolution to be in favour in order for the company to continue in its current format. If the resolution is not passed, the Directors are required to formulate proposals to be put to Shareholders within six months of such resolution being defeated for the winding up or other reorganisation or reconstruction of the Company. After extensive shareholder consultation, the Board resolved not to seek continuation of the Company and proposed to Shareholders that the Company enter into an orderly wind-down. This proposal was approved at the EGM held on 7th September 2012.

 

The Board also has the discretion to operate the Redemption Facility, offering Shareholders the possibility of redeeming part of their shareholding at the Net Asset Value, if it appears appropriate to do so.

 

 




1.4.2012 to



1.4.2011 to




31.3.2013



31.3.2012




Company



Company




Total



Total


Sterling

Euro

Number

Sterling

Euro

Number

Issued Share Capital

Shares

Shares

of shares

Shares

Shares

of shares








Equity Shares







Balance at start of the







year

154,549,902

9,372,854

163,922,756

207,761,831

12,385,490

220,147,321

Redemption of shares







during the year

(113,045,363)

(6,944,230)

(119,989,593)

(39,063,458)

(1,985,215)

(41,048,673)

Net effect of conversion







during the year

(24,218)

39,234

15,016

554,029

(847,421)

(293,392)

Bought back and cancelled during the year

(1,306,000)

 -

(1,306,000)

(14,702,500)

(180,000)

(14,882,500)








Balance at end of the







year

40,174,321

2,467,858

42,642,179

154,549,902

9,372,854

163,922,756








 

 




1.4.2012 to



1.4.2011 to




31.3.2013



31.3.2012


Sterling

Euro

Total Share

Sterling

Euro

Total Share


Shares

Shares

Capital

Shares

Shares

Capital

Issued Share Capital

£

£

£

£








Equity Shares







Balance at start of the






year

 -

 -

 -

35,053,446

 -

35,053,446

Redemption of shares







during the year

 -

 -

 -

(26,314,391)

 -

(26,314,391)

Net effect of conversion







during the year *

 -

 -

 -

757,528

 -

757,528

Bought back and cancelled 







during the year

 -

 -

 -

(9,496,583)

 -

(9,496,583)















Balance at end of the year

 -

 -

 -

 -

 -

 -








 

*During the previous financial year, the Share Capital Account for the Sterling Share Class was reduced to nil and any further cancellation of Sterling Shares was taken from Other Distributable Reserves.

 

The Company operates a Share Conversion Scheme which allows Shareholders of any one class of Shares to convert all or part of their holdings into any other class of Share.

 

Pursuant to the amended Memorandum and Articles, the Directors may, at their absolute discretion, direct that the Company compulsorily convert all or any portion of the Shares of any class (the "Compulsory Conversion Class") into Shares of another class (the "Resulting Class"). The number of Shares of the Resulting Class arising on conversion shall be determined by reference to the last reported NAV per Share of the Compulsory Class and of the Resulting Class as at the date of the compulsory conversion.

 

During the year at the request of existing Shareholders, the Company converted 47,327 Sterling Redeemable Participating Preference Shares to 79,250 Euro Redeemable Participating Preference Shares. The Company also converted 40,016 Euro Redeemable Participating Shares to 23,109 Sterling Redeemable Participating Preference Shares during the year.

 

The right of conversion may be suspended from time to time at the sole discretion of the Directors. Following the placing of the Company into orderly wind-down, the share conversion opportunities have been suspended.

 

During the year under the Share Buyback Programme, the Company purchased and cancelled the following of its own shares:







Number


Average

Percentage of







of  Shares


Price Per Share

Issued Share Capital











Sterling Shares






1,306,000


1.07

0.86%

 

Redemption Facility

There were no redemptions made during the period in respect of the redemption facility (31st March 2012: £52,410,028) and total accruals amounted to £Nil (31st March 2012: £11,578,463) as at 31st March 2013. No redemption facility fees in respect of the redemptions were paid during the year (31st March 2012: £258,031).

 

Pursuant to the Memorandum and Articles amended on 7th September 2012, the Directors may compulsorily redeem all or any number of shares of each class through a Compulsory Redemption Announcement made at least 10 business days before the Compulsory Redemption Date. The redemption monies payable to Shareholders will be paid in the currency in which their shares are denominated or as otherwise determined by the Directors. The table below shows details of the compulsory redemptions made during the year:

 


Number of


Amount






Shares


£


Payment date











Sterling

113,045,363


148,056,179


21st December 2012

Euro

6,944,230


5,365,664


21st December 2012

 

16.   REVENUE RESERVES AND OTHER DISTRIBUTABLE RESERVES

Revenue reserves

The revenue reserve is a distributable reserve account and income and expenses from transactions are transferred to this account.  This account can be used for among other things the payment of dividends, if any.

 

Other distributable reserves

Other distributable reserves account includes transfers from the previous Share Premium Account due to Guernsey legislation. Other distributable reserves can be used to cancel the nominal shares of the Company when they are redeemed or for share buy backs.

 

17.  NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE PARTICIPATING PREFERENCE SHARES











31.3.2013







Sterling


Euro


Company







Shares


Shares


Total







£



£












Total assets less liabilities






53,929,839


2,392,821


55,953,358












Amount attributable to Redeemable











Participating Preference Shares






53,929,839


2,392,821


55,953,358












Number of shares outstanding




40,174,321


2,467,858














Net Assets attributable to holders of Redeemable







Participating Preference Shares (per Share)


134.2p


97.0¢
















 











31.3.2012







Sterling


Euro


Company







Shares


Shares


Total







£



£












Total assets less liabilities






204,581,863


9,038,283


212,115,130












Amount attributable to Redeemable











Participating Preference Shares






204,581,863


9,038,283


212,115,130












Number of shares outstanding




154,549,902


9,372,854














Net Assets attributable to holders of Redeemable







Participating Preference Shares (per Share)


132.4p


96.4¢














 

18.  CONTINGENT LIABILITIES

There were no contingent liabilities as at the statement of financial position date (31st March 2012: Nil).

 

19. RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.

 

The Directors are responsible for the determination of the investment policy of the Company and have overall responsibility for the Company's activities. The Company's investment portfolio is managed by Jubilee Asset Management Limited (formerly Fauchier Partners Management Limited). On 13th March 2013, Fauchier Partners was acquired by Legg Mason and merged with Permal Group, its global asset management firm.

 

The Company and the Manager have entered into a Management Agreement dated 24th January 2005 under which the Manager has been given responsibility for the day-to-day discretionary management of the Company's assets (including uninvested cash) in accordance with the Company's investment objectives and policies, subject to the overall supervision of the Directors and in accordance with the investment restrictions in the Management Agreement and the Articles of Association. The Management Agreement may be terminated by the Company or the Manager giving to the other not less than 12 month's written notice. Notice to terminate the Management Agreement was served on 7th September 2012. Details of the management and performance fees to which the Manager is entitled are in Notes 6 and 7. 

 

The Company has five non-executive directors.

 

Each Director is entitled to a fee of £24,250 (31st March 2012: £24,250) per annum, except for the Chairman who is entitled to a fee of £35,000 (31st March 2012: £35,000) and £29,500 for the Audit Committee Chairman (31st March 2012: £29,500).

 

Total Directors' fees for the year, including outstanding Directors' fees at the end of the year, are set out below.

 








31.3.2013


31.3.2012








£


£











Directors' fees for the year







149,375


137,188











Payable at end of year







 -


 -











 

As at 31st March 2013 and 31st March 2012, Directors of the Company held the following numbers of shares beneficially:



 

Directors







Shares


Shares








31.3.2013


31.3.2012











Andrew Sykes







45,830


174,790

Nicholas Fry







49,818


190,000

Robert King







10,003


38,150

Nicholas Moss







Nil


Nil

Graham Harrison







2,622


10,000

Robin Rumboll (Retired 26th September 2012)



N/A


200,000

 

Effective 26th September 2012, Robin Rumboll retired as a Director of the Company.

 

20. OPERATING SEGMENTS

Information on realised gains and losses derived from sales of investments are disclosed in Note 4.

 

The Board has considered the requirements of IFRS 8 'Operating Segments', and is of the view that the Company's activities form a single segment under the standard, being investments in a diversified portfolio of Hedge Funds. From a geographical perspective, the Company's investments are managed on a global basis. The Board, as a whole, has been determined as constituting the chief operating decision maker of the Company. The key measure of performance used by the Board to assess the Company's performance and to allocate resources is the total return based on the NAV per share, as calculated under IFRS. Therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the Annual Audited Financial Statements.

 

The Company is domiciled in Guernsey. Entity wide disclosures are necessary as the Company is engaged in a single segment of business, investing in Hedge Funds. In presenting information on the basis of geographical segments, segment investments and derivative financial instruments and the corresponding segment total income/(expense) income arising thereon are determined based on the domicile countries of the respective investment entities and derivative counterparties.

 

Geographical segments based on country of domicile

 









Bermuda


BVI


Guernsey

Total


£


£


£

£

£

31st March 2013








Financial assets at fair value








through profit or loss

-


950,818


25,723,967

-

26,674,785

Unrealised gains on open








 forward foreign currency








 contracts

-


-


-

55,321

55,321

Unrealised losses on open








 forward foreign currency








 contracts

-


-


-

(5,052)

(5,052)

Total income/(expense)

46,814


(10,188)


1,604,941

(529,660)

1,111,907

 






Cayman




Bermuda


BVI


Islands

Guernsey

Total


£


£


£

£

£

31st March 2012








Financial assets at fair value








through profit or loss

12,598,075


1,589,298


206,870,148

-

221,057,521

Unrealised gains on open








 forward foreign currency








 contracts

-


-


-

4,038,132

4,038,132

Unrealised losses on open








 forward foreign currency








 contracts

-


-


-

(42,949)

(42,949)

Total income/(expense)

(120,291)


20,757


(8,693,894)

(2,131,969)

(10,925,397)

 

Based on the shareholder register as at 31st March 2013, there were two Sterling and one Euro Shareholder who held more than 10 per cent. of their respective Share Classes. Their holdings were 20.73 per cent. and  20.24  per cent. for the Sterling class and 82.83  per cent. for the Euro class. As at 31st March 2012, there was one Sterling and one Euro Shareholder who held more than 10 per cent. of their respective Share Classes. Their holdings were 12.32 per cent. and 81.24  per cent. respectively.

 

21.  FINANCIAL INSTRUMENTS

In accordance with its investment objectives and policies, the Company holds financial instruments which at any one time may comprise the following:

 

·          securities held in accordance with the investment objectives and policies;

·          cash and short-term receivables and payables arising directly from operations;

·          derivative instruments including forward foreign currency contracts; and

 

The financial instruments held by the Company are comprised principally of Hedge Fund investments.

 

Details of the Company's significant accounting policies and methods adopted, including the criteria for recognition, the basis  of measurement and the basis on which income and expenses are recognised, in respect of its financial assets and liabilities are disclosed in Note 1. The following table analyses the carrying amounts of the financial assets and liabilities by category as defined in IAS 39 - Financial Instruments: Recognition and Measurement.

 








31.3.2013


31.3.2012








Fair Value


Fair Value








£


£

Financial assets designated at fair value through profit or loss





Listed Investments







 -


8,371,685

Unlisted Investments







26,674,785


212,685,836

Unrealised gains on open forward foreign currency contracts


55,321


4,038,132











Total financial assets designated at fair value






through profit or loss







26,730,106


225,095,653











Other financial assets







29,395,460


8,820,784











 








31.3.2013

31.3.2012








Fair Value

Fair Value








£

£

Financial liabilities designated at fair value through profit or loss




Unrealised losses on open forward currency contracts







(5,052)

(42,949)

















(5,052)

(42,949)










Other financial liabilites









Redemptions payable







-

(11,578,463)

Bank overdraft







-

(9,717,869)

Other payables







(167,156)

(462,026)

















(167,156)

(21,758,358)










 



 

22.  FINANCIAL RISK MANAGEMENT AND ASSOCIATED RISKS

The Company is exposed to a variety of financial risks as a result of its activities. These risks include market risk (including price risk, interest rate risk and foreign currency risk), credit risk and liquidity risk. These risks, which have been applied throughout the year and the Manager's policies for managing them are summarised below.

 

Market risk

Market risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market prices. The Company's activities expose it primarily to the market risks of changes in market prices, interest rates and foreign currency exchange rates.

 

Market price risk

Market price risk arises mainly from the uncertainty about future prices of the financial instruments held by the underlying hedge funds. It represents the potential loss the Company may suffer through holding market positions in the face of price movements.

 

Market risk encompasses the potential for both gains and losses and is affected by three main components: changes in actual market prices, interest rate and foreign currency movements. Interest rate and foreign currency movement risks are covered elsewhere in this note. The overall market risk management strategy of each of the holdings of the Company is primarily driven by their respective investment objectives as previously detailed.

 

The Investment Manager does not use derivative instruments to hedge the investment portfolios against market risk, as in their opinion the cost of such a process would result in an unacceptable reduction in the potential for capital growth.

 

The maximum risk resulting from financial instruments is determined by their fair value. The overall market exposure as at 31st March 2013 is shown in the Statement of Financial Position.

 

The Investment Manager believes that analysis of value-at-risk (VaR) to be an inappropriate measure of market risk in a fund of hedge funds. Instead, the Investment Manager monitors market risk of the Company's investments via traditional statistical measures, such as correlation and beta. This is done on a monthly basis.

 

Beta is an estimate of the Company's response to swings in the market.  

 

Based on historical analysis, the Company's beta to the FTSE All Share Index and Citigroup UK Gilt Index as at 31st March 2013 and 31st March 2012 is estimated to be as follows:

 

Beta to FTSE All Share Index

 


31.3.2013

31.3.2012

Absolute Return Trust Limited

0.23

0.23

 

If the FTSE All Share Index as at 31st March 2013 had increased by 10 per cent. (31st March 2012: 10 per cent.) with all other variables held constant, the estimated increase in Net Assets attributable to holders of Redeemable Participating Preference Shares would have been US$1,954,135 (31st March 2012: US$7,794,854).

 

Conversely, if the FTSE All Share Index as at 31st March 2013 had decreased by 10 per cent. (31st March 2012: 10 per cent.) with all other variables held constant, the estimated decrease in Net Assets attributable to holders of Redeemable Participating Preference Shares would have been US$1,954,135 (31st March 2012: US$7,794,854).

 

The FTSE All-Share is used as a proxy for equity market performance from the perspective of a Sterling-based investor. It is a market-capitalisation weighted index representing the performance of all eligible companies listed on the London Stock Exchange's main market, which pass screening for size and liquidity. As at 31st March 2013 the FTSE All-Share Index covered 630 constituents with a combined value of nearly £1.8 trillion - approximately 98 per cent. of the UK's market capitalisation. source: FTSE group

 

Beta to Citigroup UK Gilt Index

 

Fund

31.3.2013

31.3.2012

Absolute Return Trust Limited

-0.20

-0.19

 

If the Citigroup UK Gilt Index at 31st March 2013 had increased by 10 per cent. (31st March 2012: 10 per cent.) with all other variables held constant, the estimated decrease in Net Assets attributable to holders of Redeemable Participating Shares would have been US$1,699,248 (31st March 2012: US$6,439,227).

 

Conversely, if the Citigroup UK Gilt Index at 31st March 2013 had decreased by 10 per cent. (31st March 2012: 10 per cent.) with all other variables held constant, the estimated increase in Net Assets attributable to holders of Redeemable Participating Shares would have been US$1,699,248 (31st March 2012: US$6,439,227).

 

Actual trading results may differ from the above sensitivity analysis and these differences could be material. The continuing wind-down process will also have an impact on the Company's beta to the market.

 

Foreign currency risk

Foreign currency risk arises from fluctuations in the value of a foreign currency. It represents the potential loss the Company may suffer through holding foreign currency assets in the face of foreign exchange movements. The Company's treatment of currency transactions is set out in Note 1 to the Financial Statements under "Translation of foreign currency" and "Forward foreign currency contracts".

 

The Company's Shares are denominated in Sterling (a small number are denominated in Euros) and its operating expenses are incurred in Sterling, while the Company's investments are denominated in US Dollars. The Company's presentation currency is Sterling; hence the Statement of Financial Position may be significantly affected by movements in the exchange rates between the US Dollar, Euro and Sterling. The Manager manages exposure to currency movements by using forward foreign currency and currency option contracts to hedge total exposure. With effect from 8th May 2013, the Board has approved the removal of the currency hedging programme (See note 24).

 

As at 31st March 2013, the Company had four (31st March 2012: thirty eight) open forward foreign currency contracts.







Mark to Market

Unrealised





Outstanding


Equivalent

gains



US$


Contracts


31.3.2013

31.3.2013

Two Sterling forward foreign currency






£

contracts totalling:


       (81,378,648)

£

53,656,795

£

53,601,476

55,317

Settlement date 30th April 2013








Two Euro forward foreign currency








contracts totalling:


         (3,038,377)

2,359,736

2,365,706

             (5,048)

Settlement date 30th April 2013








Total net unrealised gains at 31st March 2013





50,269

 







Mark to Market

Unrealised





Outstanding


Equivalent

losses



US$


Contracts


31.3.2012

31.3.2012

Thirty two Sterling forward foreign currency





£

contracts totalling:


     (338,116,429)

£

215,536,546

£

211,657,317

       3,879,229

Settlement date 30th April 2012








Six Euro forward foreign currency








contracts totalling:


       (12,162,539)

9,271,101

9,131,981

          115,954

Settlement date 30th April 2012








Total net Unrealised gains at 31st March 2012





       3,995,183

 

As at 31st March 2013 and 31st March 2012, the Company held the following assets and liabilities denominated in US Dollars:

 

 

 

 








31.3.2013


31.3.2012








£


£











Assets







55,804,075


229,047,946

Liabilities







-


(9,717,869)

Less: Forward foreign exchange contracts - Sterling



(53,601,476)


(211,657,317)

          Forward foreign exchange contracts - Euro



(2,365,706)


(9,131,981)


















(163,107)


(1,459,221)











 

Amounts in the above table are based on the carrying value of monetary assets and liabilities and the underlying principal amount of forward foreign currency contracts.

 

Foreign currency sensitivity analysis

The below details the Company's sensitivity to a 5 per cent. (31st March 2012: 5 per cent.) change in the Sterling exchange rate against the US Dollar and Euro currencies. The sensitivity analysis percentages represent the Manager's assessment, based on the foreign exchange rate movements over the relevant year and of the reasonably possible change in foreign exchange rates.

 








31.3.2013


31.3.2012








£


£

Impact on Statement of Comprehensive Income in response to a




 5% increase







               (2,130)


               (2,648)

 5% decrease







                 2,347


                 2,776

Impact on Equity in response to a








 5% increase







               (2,130)


               (2,648)

 5% decrease







                 2,347


                 2,776

 

Actual trading results may differ from the above sensitivity analysis and these differences may be material.

 

Interest rate risk

Interest rate risk represents the uncertainty of investment return due to changes in the market rates of interest. Interest receivable on bank deposits or payable on bank overdraft will be affected by fluctuations in interest rates. All cash balances are at variable rates. Increases in interest rates will also increase the borrowing costs of the Company should the committed credit facility be used.  Interest on the committed credit facility was charged at 1 per cent. above base rate, until its termination.

 

The Company is not exposed to significant interest rate risk as the interest income received from bank balances are minimal due to zero interest rates. Any significant cash balance is held short term as distributions are made, in accordance with the Company's mandatory distribution policies.

 

The Company's continuing position in relation to interest rate risk is monitored on a monthly basis by the Investment Manager as part of its review of the monthly Net Asset Value calculations prepared by the Company's Administrator, Northern Trust International Fund Administration Services (Guernsey) Limited.

 

Interest rate sensitivity

Cash and cash equivalents will be affected by movements in interest rates. However, no material impact on the Statement of Comprehensive Income or Statement of Financial Position is expected due to the immateriality of interest rate risk at the year end.

 

Credit risk

Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company. Failure of any relevant counterparty to perform its obligations in respect of these items may lead to a financial loss.

 

The Company is exposed to material credit risk in respect of cash and cash equivalents and debtors. Credit risk is mitigated by the Company's policy to transact only with leading commercial and investment banks. Currently all cash is placed with Northern Trust (Guernsey) Limited ("NTGL"). NTGL is a wholly owned subsidiary of The Northern Trust Corporation ("TNTC"). TNTC is publicly traded and a constituent of the S&P 500. TNTC has a credit rating of A+ (31st March 2012: A+) from Standard & Poor's and A1 (31st March 2012: A1) from Moody's. The credit risk associated with debtors is limited to the unrealised gains on open forward foreign currency contracts, as detailed above and other receivables. It is the opinion of the Board of Directors that the carrying amounts of these financial assets represent the maximum credit risk exposure as at the statement of financial position date.

 

Credit risk analysis

The Company's maximum credit exposure is limited to the carrying amount of financial assets recognised as at the statement of financial position date, as summarised below:

 








31.3.2013


31.3.2012








£


£











Cash and cash equivalents







27,302,494


830,359

Net unrealised gains on open forward foreign currency contracts

55,321


4,038,132

Other receivables







2,092,966


7,990,425


















29,450,781


12,858,916











Fair value

IFRS 7 requires the Company to classify fair value hierarchy that reflects the significance of the inputs used in making the measurements. It establishes a fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under IFRS 7 are as follows:

 

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 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); and

 

Level 3 Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

 

The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.

 

The determination of what constitutes 'observable' requires significant judgment by the Company. The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

 

The following table presents the Company's financial assets and liabilities by level within the valuation hierarchy as of 31st March 2013.

 

 









31.3.2013







Level 1

Level 2

Total







£

£

£

Assets









Financial assets at fair value through profit or loss:








Investments in Hedge Funds





-

21,199,930

5,474,855

26,674,785

Unrealised gains on open forward foreign









 currency contracts






-

55,321

55,321











Total assets






-

21,255,251

5,474,855

26,730,106

Liabilities










Financial assets at fair value through profit or loss:




Unrealised losses on open forward foreign








 currency contracts






-

(5,052)

(5,052)











Total liabilities






-

(5,052)

-

(5,052)

 










31.3.2012







Level 1

Level 2

Total







£

£

£

Assets









Financial assets at fair value through profit or loss:








Investments in Hedge Funds





-

211,834,894

9,222,627

221,057,521

Unrealised gains on open forward foreign









 currency contracts






-

4,038,132

4,038,132











Total assets






-

215,873,026

9,222,627

225,095,653











Liabilities










Financial assets at fair value through profit or loss:




Unrealised losses on open forward foreign








 currency contracts






-

(42,949)

(42,949)











Total liabilities






-

(42,949)

-

(42,949)

 

The Hedge Funds held by the Company are not quoted in active markets.

 

Assets classified in Level 2 are Hedge Funds fair-valued using the official month-end Net Asset Value of each fund as reported by each fund's independent administrator.

 

Assets classified in Level 3 are portions of eight Hedge Funds which are held in side pockets or where some kind of liquidity restriction is currently in place. The fair value of these assets is also derived from the official month-end Net Asset Values reported by each fund's independent administrator but is classified in Level 3 because the assets cannot be redeemed according to the headline liquidity terms of the funds. The assets classified in Level 3 represent 9.78 per cent. of the Company's Net Asset Value at 31st March 2013. The Directors have assessed month-end net asset values to be a reasonable reflection of the fair value of these Level 3 positions after consultation with the Investment Adviser with a view to establishing the probable realisable value of these investments. The Directors recognise that the liquidity of the restricted holdings is uncertain, and will review the most appropriate course of action with regard to these assets over the coming months.

 

There were no transfers between levels during the year.

 

The following table presents the movements in level 3 investments.

 








31.3.2013


31.3.2012








£


£











Opening balance







9,222,627


14,515,702

Purchases







51,016


3,459,385

Sales







(2,824,461)


(15,936,732)

(Losses)/gains recognised in profit and loss




(974,327)


7,184,272











Closing balance







5,474,855


9,222,627











Net unrealised loss for the year included in the Statement of Comprehensive Income for level 3 Investments held at year end



(3,134,038)


(1,707,463)

 

Liquidity risk

Liquidity risk is the risk that the Company will encounter in realising assets or otherwise raising funds to meet financial commitments in a reasonable timeframe or at a reasonable price. Following the Company's placement into orderly wind-down, the Company is exposed to the possibility that the realisation of assets may incur significant liquidity discounts.

 

The Company is exposed to the possibility of cash redemptions of Redeemable Participating Preference Shares, subject to the discretion of the Directors, as described in Note 23. It invests the majority of its assets in collective Hedge Funds with their own liquidity conditions. The Company's financial instruments include investments in other open-ended investment funds which are not traded in an organised public market and which generally may be illiquid. As a result, the Company may not be able to liquidate its investments in these instruments at an amount close to its fair value in order to meet its liquidity requirements, or to respond in a timely manner to specific events such as a deterioration in the credit worthiness of any particular issuer. At times of disrupted markets, this may include the imposition of "side pockets" and/or "redemption gates", sometimes at short notice.

 

The liquidity risk of the Company, which mainly consists of a possible mismatch of liquidity between the conditions offered at the Company level and those proposed by each collective investment fund at the underlying fund level, is carefully monitored by the Investment Manager on a monthly basis, including lock-ups, redemption penalties and gating provisions. 

   

The table below details the Company's liquidity analysis for its financial assets and liabilities. The table has been drawn up based on the undiscounted net cash flows on the financial assets and liabilities that settle on a net basis and the undiscounted gross cash flows on those financial assets and liabilities that require gross settlement.

 







Greater





Within 3



than

31.3.2013




Months

3-6 months

6-12 months

 12 months

Total




£

£

£

£

£

Financial assets at fair value






through profit or loss*

9,285,837

5,930,213

5,499,494

5,959,241

26,674,785

Cash and cash equivalents



27,302,494

 -

 -

 -

27,302,494

Unrealised gains on forward






foreign exchange contract

55,321

 -

 -

 -

55,321

Sale of investments awaiting








 settlement



2,092,966

 -

 -

 -

2,092,966

Unrealised loss on forward






foreign exchange contract

(5,052)

 -

 -

 -

(5,052)

Management fee payable

(90,267)

 -

 -

 -

(90,267)

Other creditors



(76,889)

 -

 -

 -

(76,889)









Total



38,564,410

5,930,213

5,499,494

5,959,241

55,953,358









 







Greater





Within 3



than

31.3.2012




Months

3-6 months

6-12 months

 12 months

Total




£

£

£

£

£

Financial assets at fair value








through profit or loss*

13,540,029

160,641,716

23,870,460

23,005,316

221,057,521

Cash and cash equivalents



830,359

 -

 -

 -

830,359

Unrealised gains on forward






foreign exchange contract

4,038,132

 -

 -

 -

4,038,132

Payment in advance for







purchase of investments



5,817,556

 -

 -

 -

5,817,556

Sale of investments awaiting








 settlement



2,166,767

 -

 -

 -

2,166,767

Other debtors



6,102

 -

 -

 -

6,102

Redemptions payable



(11,578,463)

 -

 -

 -

(11,578,463)

Unrealised loss on forward








    foreign exchange contract



(42,949)

 -

 -

 -

(42,949)

Bank overdraft



(9,717,869)

 -

 -

 -

(9,717,869)

Share buybacks payable


(160,653)

 -

 -

 -

(160,653)

Management fee payable



(189,677)

 -

 -

 -

(189,677)

Performance fee payable



(802)

 -

 -

 -

(802)

Other creditors



(110,894)

 -

 -

 -

(110,894)









Total



4,597,638

160,641,716

23,870,460

23,005,316

212,115,130









 

*The table above reflects the anticipated cash flow assuming notice was given to all underlying funds as at 31st March 2013 and 31st March 2012. It includes a provision for "audit hold back" which most hedge funds apply to full redemptions and any other known restrictions the managers of the underlying funds may have placed on redemptions. Where there is currently no firm indication from the underlying manager on the expected timing of the receipt of redemption proceeds, the relevant amount is included in the "greater than 12 months" category. The cash flow projections are therefore conservative, but remain estimates.

 

23. CAPITAL RISK MANAGEMENT

The Company's objective in managing capital is to ensure its orderly return to Shareholders.

 

The Directors terminated the credit facility on 7th September 2012. The Company will not undertake any new borrowing. The Company does not have any structural gearing. The Company is indirectly exposed to gearing to the extent that investee funds are themselves geared. Cash received by the Company as part of the realisation process, but prior to its distribution to Shareholders, will be held by the Company as cash in G8 currency-denominated accounts. The gearing ratio in the succeeding table is calculated as total liabilities divided by total equity.

 








31.3.2013

31.3.2012

 








£

£

 










 

Total assets







56,125,566

233,916,437

 

Less: Redemptions payable






-

(11,578,463)

 

          Other payables







(167,156)

(462,026)

 

          Unrealised losses on open forward foreign currency contracts

(5,052)

(42,949)

 

          Bank overdraft







-

(9,717,869)



















Total equity







55,953,358

212,115,130










Gearing ratio







0.31%

10.28%










Gearing ratio (excluding redemptions payable)







0.31%

4.82%










 

The Board considers this gearing ratio to be adequate since total liabilities above refer only to bank overdraft, other payables and unrealised losses on open forward foreign currency contracts.

 

Shareholders may liquidate their investments in the Company half-yearly, on 31st March and/or 30th September of each year (the "Redemption Day"), subject to certain limitations and the Directors exercising their discretion to operate the redemption facility. Shareholders may request the redemption of part of their holdings of Shares for cash at the prevailing Net Asset Value by giving notice to the Company not less than 65 days prior to the Redemption Date.

 

Pursuant to the amended Memorandum and Articles, the Directors, in their discretion, may determine to compulsorily redeem some or all Shares. Compulsory Redemption Announcements will be made not less than 10 days prior to any Compulsory Redemption Date with the particulars of such redemption. Refer to Note 15 for Compulsory Redemptions made during the year.

 

Redemption on any Redemption Day will be restricted to up to 25.0 per cent. of the Shares in issue (or such lesser amount as the Directors, in their discretion, may determine), with any excess redemption requests being scaled back pro rata.  Shareholders should note that the operation of this Redemption Facility is at the sole discretion of the Directors and they should place no reliance on the Directors exercising such discretion.  Accordingly, Shareholders should have no expectations that the Directors will exercise their discretion on these Redemption Days.

 

24.    SUBSEQUENT EVENTS

These Financial Statements were approved for issuance by the Board on 9th July 2013. Subsequent events have been evaluated until this date.

 

On 15th April 2013, the Board approved the second compulsory share redemption in relation to the Company's orderly wind-down by reference to the 31st March 2013 NAV. The following are the details of the redemption:

 

Date


Number of Shares

Amount

Payment date








Sterling


24,566,484

 £   32,979,099

24th May 2013

Euro


1,509,089

 €      1,463,193

24th May 2013

 

With effect from 8th May 2013, the Board has approved the removal of the currency hedging programme. As a result, the remaining hedge fund assets are no longer hedged for movements in the Sterling and Euro exchange rate against the US Dollar. Any cash holdings accumulated going forward will be held in US Dollars and converted into the appropriate currency prior to distribution through future compulsory share redemptions.

 

With effect from 1st July 2013, following completion of the acquisition of Fauchier Partners by Permal in March 2013, Permal Investment Management Services Limited assumed the role of investment adviser to the Company, in place of Jubilee Advisers LLP.

 

MANAGEMENT AND ADMINISTRATION

 

  DIRECTORS

 

  Andrew Sykes (Chairman)

  Nicholas Fry

  Robert King

  Nicholas Moss

  Robin Rumboll (Retired 26 September 2012)

  Graham Harrison

 

REGISTERED OFFICE

 

PO Box 255,

Trafalgar Court,

Les Banques,

St. Peter Port,

Guernsey, GY1 3QL

  MANAGER

 

 Permal Investment Management Services Limited  (formerly Jubilee Asset Management Limited, (formerly Fauchier Partners)) Management Limited)

  Suite A1, Hirzel Court,

  Hirzel Street,

  St. Peter Port,

  Guernsey, GY1 2NN

 

INDEPENDENT AUDITOR

 

KPMG Channel Islands Limited

20 New Street,                                      

St Peter Port,                                        

Guernsey, GY1 4AN

  INVESTMENT ADVISOR

 

 Jubilee Advisers LLP, (formerly Fauchier      Partners LLP)

  12 St. James Square,

  London, SW1Y 4LB

 

CORPORATE BROKER

 

JPMorgan Cazenove Limited,

20 Moorgate,

London, EC2A 6DA

 

  LEGAL ADVISORS (GUERNSEY)

 

  Mourant Ozannes,

  1 Le Marchant Street,

  St. Peter Port,

  Guernsey, GY1 4HP

LEGAL ADVISORS (UK)

 

Herbert Smith,

Exchange House,

Primrose Street,

London, EC2A 2HS

 

ADMINISTRATOR, SECRETARY AND    REGISTRAR

 

  Northern Trust International

  Fund Administration

  Services (Guernsey) Limited,

  PO Box 255

  Trafalgar Court,

  Les Banques,

  St. Peter Port,

  Guernsey, GY1 3QL

 

  CUSTODIAN

 

  Northern Trust (Guernsey) Limited,

  Trafalgar Court,

  Les Banques,

  St. Peter Port,

  Guernsey, GY1 3DA

RECEIVING AGENT AND UK PAYING AGENT

 

Computershare Investor Services PLC,

PO Box 859,

The Pavilions,

Bridgwater Road,

Bristol, BS99 1XZ

 

 

 

 

GLOSSARY OF INVESTMENT STRATEGIES

 

Macro (M)                                             These funds take directional positions based on their views of macroeconomic and market trends. They primarily use futures, forwards and options to implement trades in currency, bond or equity markets. Macro funds have historically delivered a strong and un-correlated performance, but with considerable volatility; they can be very attractive in a portfolio context as they tend to thrive at times of market stress.

 

Equity Long Bias (ELB)                      These managers seek to extract returns from both long and short positions in individual equities. However, they will have a structurally higher allocation to long positions than to shorts and will primarily incorporate short positions as a means of dampening volatility, rather than as a source of alpha. The Manager expects Equity Long Bias managers to show an average beta to the MSCI World Equity Index (USD) in excess of 0.5 over a market cycle.

 

Equity Hedged High Volatility           These managers seek to extract returns from both long and short positions

(EHH)                                                     in individual equities. The Manager does not expect these funds to show an average beta to the MSCI World Equity index (USD) of more than 0.5 over a market cycle and they should deliver the majority of their returns through stock-specific or sector-level risk.  Over a market cycle, the Manager expects these funds to exhibit at least two-thirds of the volatility of the MSCI World Equity Index (USD).

 

Equity Hedged Low Volatility            These managers seek to extract returns from both long and short positions

(EHL)                                                      in individual equities. The Manager does not expect these funds to show an average beta to the MSCI World Equity Index (USD) of more than 0.5 over a market cycle and they should deliver the majority of their returns through stock-specific or sector-level risk.  Over a market cycle, the Manager expects these funds to exhibit less than two-thirds of the volatility of the MSCI World Equity Index (USD).

 

Short Bias (SB)                                     A few managers run hedge funds with a consistent short bias, primarily in equities but also in corporate bonds. They vary the degree of gross and net exposure according to their perception of individual opportunities.  Unsurprisingly, these funds deliver performance which tends to be negatively correlated to markets, Equity Long Bias funds and to a number of other fundamentally-driven hedge fund strategies. They often perform well at times of high equity and bond market volatility and are attractive in a portfolio context as a form of "value added insurance".

 

Specialist Credit (SC)                           These funds generate their returns through long and short positions in corporate debt. Hedging instruments can include credit default swaps, equities and equity options. Managers often specialise in certain areas of the credit spectrum, ranging from Distressed and High Yield bonds to Investment Grade issues.

 

Event Driven (ED)                                The event driven strategy takes advantage of either announced corporate actions or other pre-defined events that provide an estimated rate of return over a defined time period.  Examples of such events include mergers, spin-offs and index rebalances. Often there is a "spread" between two or more involved securities or one security and a specified cash level.  The principal risk is that the event does not come to fruition or that the timeline is underestimated. Generally, only moderate leverage is employed in this strategy.

 

Volatility Trading (VT)                        Managers in this strategy seek to generate returns by exploiting inefficiencies in the pricing of implied and realised volatility in a variety of asset classes.  Managers can be sub-classified into those who capture cheap optionality embedded within convertible bonds ("Convertible Bond Arbitrage") and those who take stand-alone and relative positions in options of both individual securities and in indices ("Options Arbitrage").

 

Fixed Income (FI)                                 Funds within this strategy trade interest rate risk on a relative value and/or directional basis. Typically they express their views through G10 government bond markets, interest swaps and other OTC and exchange traded derivative contracts. As government bonds are low volatility instruments, considerable nominal leverage is often applied.

 

Multiple Strategy (MS)                       This group of hedge funds engages in a combination of the aforementioned strategies, adding value by dynamically allocating to in-house specialist teams in the areas which they think are likely to be most rewarding. These funds have further attractions in that they only charge a performance fee on the net returns achieved across the various strategies in aggregate.

 

 

 

 

 

 

 

 

 


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