RNS Number : 0299J
Oryx International Growth Fund Ld
26 November 2008
FOR IMMEDIATE RELEASE
RELEASED BY BNP PARIBAS FUND SERVICES (GUERNSEY) LIMITED
INTERIM RESULTS ANNOUNCEMENT
THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED ANNOUNCE UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2008
CHAIRMAN'S STATEMENT
As all shareholders are aware, the six months under review were a time of increasing uncertainty across World Stock Markets. This
affected the Net Asset Value of your company, which fell during the period by 15.7%.
Until markets stabilise and some confidence returns to the financial system, it is unlikely that we will see any substantial turnaround.
Our investment objective is to invest where we can see opportunities to realise value in the medium term. As our investment manager, North
Atlantic Value, states below, we have had some successes over the last six months and we expect to see some continued realisations during
the rest of the financial year.
As with a number of smaller company funds, we have seen our discount widen very considerably over this period of market turmoil. At the
recent AGM, we renewed our powers to acquire the company's shares if the discount widens to an unacceptable level. We have recently begun
purchasing shares in the market and will continue to do so when appropriate.
In line with our stated policy, your Board do not propose paying a dividend.
Nigel Cayzer
Chairman
26 November 2008
INVESTMENT ADVISER'S REPORT
During the six month period under review the Net Asset Value of the fund fell by 15.7%. This compares with a fall in the FTSE Small Cap
Index of 20.6%. The results for the period amounted to a loss of �10,192,120 (2007 interim: loss of �2,614,897).
The period under review saw an intensification of the global financial crisis with the failure of a number of major financial
institutions on both sides of the Atlantic, notably Lehman Brothers and Washington Mutual, and government backed rescues of others such as
AIG, Fortis and several UK clearing banks. Continued high levels of systemic and counterparty risk has contributed to the ongoing chronic
shortage of inter-bank and market liquidity and the situation has not been fully addressed by co-ordinated action by central banks and
policy initiatives such as the introduction of a TARP in the USA and the direct recapitalisation of financial institutions by governments in
other G7 economies. The easing of monetary policy through interest rate cuts and fiscal stimulus packages have failed to halt stock market
declines as asset prices have continued to fall due to forced de-leveraging by investors, including governments, institutions and
individuals, that need to raise cash. The financial crisis has spilled over into the real economy and we expect continued volatility and further market declines as the effects of corporate earnings downgrades
across most sectors is priced into shares. In the short term sentiment is also likely to be hit by the bleak retail environment, increasing
unemployment and the continued fall of house prices.
The quoted portfolio was not immune from these factors despite being underweight in the financial and property sectors. The majority of
the top ten holdings posted falls however BBA and RPC will both be major beneficiaries of falling oil prices and both have recently
confirmed profits in line with expectations. EDP has publicly announced that it is in takeover talks and recently sold a freehold property
at a substantial premium to net book value. Augean is in takeover talks with its largest shareholder One Fifty One.
The unquoted portfolio was more resilient and it is pleasing to report that Motherwell Bridge was sold at a substantial profit,
generating a circa. 4.4x return for the Fund. Orthoplastics was written-up following the sale of part of the holding at a substantial
premium.
Outlook
The outlook for markets during the coming period remains highly negative as global macro-economic conditions deteriorate further.
However, as mentioned the Fund should benefit from expected or announced takeover interest in at least seven of the quoted company holdings,
four of which are in the top ten holdings by net asset value, and continued resilient performance from the unquoted holdings.
North Atlantic Value LLP
26 November 2008
TEN LARGEST EQUITY HOLDINGS
as at 30 September 2008
Quarto Group Inc
Cost �2,470,609 (2,050,000 shares)
Market value �2,562,500 representing 4.95% of Net Asset Value
Quarto Group is a specialist publishing house. Along with its subsidiaries, the Company conducts an international business, whose
principal activity is as a publisher of illustrated non-fiction books in co-edition and under its own imprint, for both adults and children.
The Company operates in two business segments: co-edition publishing and publishing. The publishing segment's markets are in the principal
English-language countries. Some of its wholly owned subsidiaries include Quarto Publishing plc, Quarto Inc., Western Screen and Sign
Limited, Quarto Magazines Limited, Apple Press Limited, Quarto Australia Pty Ltd., RotoVision S.A., Rockport Publishers Inc. and Global Book
Publishing Pty. Limited. In August 2007, the Company announced the acquisition of MBI Publishing Company LLC (MBI), a publisher and
distributor of special interest titles, based in Minneapolis, the United States, from MBI Publishing Holdings LLC, a private equity vendor.
Quarto's results to 30 September 2008 were encouraging in the current climate, demonstrating the resilience of its business model, which relies upon creating books that will backlist and be of relevance
to the public for a long time. Quarto is solidly funded, with continuing substantial headroom in its credit lines, enabling it to exploit
any appropriate opportunities.
Dialight Plc
Cost �2,721,056 (1,777,207 shares)
Market value �2,541,406 representing 4.91% of Net Asset Value
The Group's principal activity is manufacturing and selling electronic lighting and electromagnetic products for the communications and
transportation markets. The Group's operations are carried out through two divisions. Signals/Illumination comprises Traffic and Rail
Signals, Obstruction Lights and Solid State Lighting products. This division provides safe and rugged LED lighting in hazardous industrial
locations, offshore drilling platforms, mines and petrochemical plants. Typical applications include military equipment, test and
measurement devices, and harsh environments including aviation and marine. Components comprise the indication businesses and the
electromagnetic components. This division provides panel mount indicators and covers a wide range of sizes, voltages, materials, finishes,
and colours. The Group operates in the United Kingdom, the United States of America and Germany. The components business will likely see a
slowdown as global capital expenditure programs are reigned in but they have significant market share and components they provide represent an insignificant cost in the OEM manufacturing process. Signals on the
other hand is still an emerging market as penetration rates of the product are low while the cost benefit advantages of the solid state
lighting products should help drive growth. They have a strong net cash balance sheet and a very undemanding valuation.
Castle Support Services plc
Cost �1,069,173 (3,118,175 shares)
Market value �2,525,723 representing 4.88% of Net Asset Value
Castle Support Services, a maintenance and repair specialist was formed following the de-merger of Castle Acquisitions from Lonhro
Africa in 2006. Castle is the holding company for DM Technical Services (DMTS). Strong demand from the oil, gas, mining and shipping sectors
led to increased revenues of �116 million in the year to June 30, compared with �87 million in the first 10 months of DMTS's trading.
Pre-tax profits climbed to �18.5 million from �17.6 million between the two periods. The Company is well placed to benefit from increasing
demand for inspection, maintenance, and repair services for generators, motors and ancillary equipment and the ever increasing demand for
energy and energy efficiency and therefore expects to make further progress during the course of the year. The strategic review, announced
earlier this year, is ongoing.
Electronic Data Processing PLC ("EDP")
Cost �2,609,049 (4,264,587 shares)
Market value �2,516,106 representing 4.86% of Net Asset Value
Electronic Data Processing PLC is engaged in the provision of computer solutions. It includes enterprise resource planning solutions for
the merchanting / wholesale distribution industry, e-business, application hosting and sales intelligence together with a range of customer
support and education services. The Company's software solutions include Quantum VS Highway, Quantum VS myViewpoint, Quantum VS e-Business
and Quantum VS Financials. The Quantum VS Highway provides two-way transmission of business document content from one business software
solution to another. The subsidiaries of the Company include BML (Office Computers) Ltd., BCT Software Solutions Ltd., Disys Associates Ltd,
Via Systems Inc. and Vecta Sales Solutions Limited. The subsidiaries are engaged in the sale of computer software, hardware and related
services. On October 16, 2006, the Company acquired Vecta Software Corporation Limited. EDP announced in August 2008 that it had exchanged
contracts to dispose of its freehold office in Warrington to Mambo Property Ltd. The consideration for the freehold was �1.6 million cash. Costs associated with the disposal were estimated to
be �30,000. EDP announced, in May 2008, that the Directors have resolved to pay an interim dividend of 0.713 pence per ordinary share as
well as a special dividend of 5 pence per share. For the six months ended 31 March 2008, EDP's revenues increased 5% to �3.5 million. Net
income totalled �1 million, up from �160,000. Revenues reflect higher income from the United Kingdom geographic segment. Net income also
reflects improved gross margins, decreased administrative expenses and the presence of profit on sale of property. The Company has a market
capitalisation of �12 million and net cash on the balance sheet of � 6 million. The Company is still in active take over talks.
Telecom plus plc
Cost �1,196,547 (700,000 shares)
Market value �2,334,500 representing 4.51% of Net Asset Value
Telecom plus plc is engaged in the supply of fixed telephony, mobile telephony, gas, electricity and Internet services to residential
and small business customers, who are acquired through a network of independent distributors. The Company is organized into two operating
divisions: Customer Management and Customer Acquisition. During the fiscal year ended March 31, 2008, the Company supplied a total of
591,981 services. The Company's whole owned subsidiary Telecommunications Management Limited, is involved in the supply of fixed wire and
mobile telecommunications services to business and public sector customers. The Company has a very strong balance sheet with �30 million net
cash and generating �17 to �20 million in annual EBITDA. The cash generative model has enabled the Company to have a progressive dividend
policy and an ongoing share buyback program.
Augean Plc
Cost �2,946,257 (2,500,000 shares)
Market value �2,200,000 representing 4.25% of Net Asset Value
Augean Plc is a leading UK provider of hazardous waste management services. These services include hazardous landfill and treatment
services. The Company is organized into principal three divisions: treatment division, landfill division and terramundo division. The
treatment division operates from a number of strategic locations around the United Kingdom providing regionally important collection,
process and transfer facilities tailored to meet its clients' needs. The landfill division operates three modern hazardous waste landfill
installations providing over 50% of the permitted hazardous waste landfill void in the United Kingdom. The Terramundo facility situated at
Port Clarence is fixed contaminated soil treatment and recycling centre. In November 2007, Augean acquired RNA Investments Limited and
Chemical Recoveries Limited. In December 2007, it acquired Hitech Equipment Limited. In June 2008, the Company announced the acquisition of
Astec Chemical Waste Services Limited. The Group has also announced that they have received a number of preliminary approaches which may or may not lead to an offer for the group. Discussions are ongoing and
the Board's priority is on delivering value to shareholders. We are awaiting a further announcement regarding these proposals.
Orthoplastics Limited
Cost �854,964 (275 shares)
Fair value �2,200,000 representing 4.25% of Net Asset Value
Orthoplastics is the established provider of the world's highest quality, medical-grade Ultra High Molecular Weight Polyethylene
(UHMWPE) for use in orthopaedic implants, particularly knee- and hip-joint replacements. It is one of only two manufacturers of orthopaedic
UHMWPE to the US$16.3 billion international orthopaedic implant and equipment market. The Company has a global customer-base of top
orthopaedic OEMs. A number of key customers are based in North America and are supported by the Company's warehousing and distribution unit
in North America. The Company continues to win and retain major new customers internationally. After prolonged negotiation with the UK
pension fund regulator to extinguish all pension fund liabilities and equity holdings in the Company, the business is now unencumbered by
pension issues. A rights issue, with a commensurate increase in valuation, was completed in the quarter.
RPC Group Plc ("RPC")
Cost �4,127,454 (1,820,650 shares)
Market value �2,080,093 representing 4.02% of Net Asset Value
RPC Group is Europe`s leading manufacturer of rigid plastic packaging. It has 50 operations in 13 countries and employs over 6,900
people. As detailed in RPC's July Interim Management Statement, the Group's operating profit (before restructuring costs and impairment
losses) for the first half is expected to be lower than that of the first half of 2007/8, due to increases in costs and challenging
underlying economic conditions in some of the markets the Group serves. They are making significant progress in increasing selling prices
across all markets and as a result we hope margins for the second half of 2008/9 will improve. The Board has initiated a detailed strategic
and performance review with emphasis on the sustainability and growth of return on invested capital and we await the conclusions from this
review.
Inspired Gaming Group Plc
Cost �1,800,000 (3,600,000 preference shares)
Market value �2,034,000 representing 3.93% of Net Asset Value
Inspired Gaming Group Plc is a provider of Server Based Gaming systems and is the pioneer of Open Server Based Gaming (Open SBG). The
Company provides Open SBG software systems and digital networked terminals in 10 countries. Its Open SBG software platform supports a range
of content and hardware from third parties. For the twenty eight weeks ended 12 April 2008, the Company's revenue decreased 8% to �40.8
million. Net loss from Continuing Operations decreased 47% to �1.2 million. Revenue reflects decreased revenue from licensed betting offices
and gaming segment. Lower loss reflects decreased cost of sales and presence of share based payments income versus a loss. The Company is
still in an ongoing offer period.
Bavaria Industriekapital AG
Cost �2,163,797 (240,000 shares)
Market value �1,991,433 representing 3.84% of Net Asset Value
Bavaria Industriekapital AG is an industrial holding company with more than 3,000 employees based in Germany. The Company acquires
European industrial companies in special situations such as low profitability and unresolved succession issues which have strong market
positions and stable customer base. The Company generally makes 3-4 acquisitions per year and holds them for 3 to 5 years with an exit
through trade sale or IPO. For the six months ended 30 June 2008, Bavaria Industriekapital AG's total revenues increased 35% to EUR275
million. Net profit for the period increased from EUR910,000 to EUR26.5 million. Total revenues reflect very strong organic growth and
continuation of the Company's portfolio expansion, as well as a significant increase in other operating income. Net profit benefited from
vastly improved operating profit margins. The Company is very well capitalised and continues to have a progressive policy of returning
capital to shareholders.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm to the best of their knowledge that:
* the interim accounts, which have been prepared in accordance with the applicable accounting standard IAS 34, give a true and fair
view of the assets, liabilities, financial position and loss of the Company and its undertakings included in the consolidation taken as a
whole as required by DTR 4.2.4R ;
* the Interim Management Report and Investment Adviser's Report include a fair review of the information required by DTR 4.2.7R
(indication of important events during the first six months and description of principal risks and uncertainties for the remaining six
months of the year); and
* the Interim Management Report includes a fair review of the information required by DTR4.2.8R (disclosure of related party
transactions and charges therein).
By order of the Board
Sidney Cabessa Walid Chatila
Director Director
26 November 2008 26 November 2008
INTERIM MANAGEMENT REPORT
Review of Business
A summary of the performance of the Group and future outlook is provided in the Investment Adviser's report on page 5.
Dividend
The Directors do not propose payment of a dividend (30 September 2007 - Nil, 31 March 2008 - Nil).
Capital values
At 30 September 2008 the value of the assets available to shareholders was �51,798,521 (30 September 2007 - �79,289,470, 31 March 2008 -
�63,308,152) and the Net Asset Value per share was �2.15 (30 September 2007 - �3.19 for ordinary shares and �1.10 for C shares, 31 March
2008 - �2.55).
Related party transactions
Related party transactions are disclosed in note 8 to the condensed financial statements.
Risks and uncertainties
The main risks arising from the Group's financial instruments are:
(i) market risk, including currency risk, interest rate risk and other price risk;
(ii) liquidity risk; and
(iii) credit risk
The Company Secretary, in close cooperation with the Board of Directors and the Investment Manager, coordinates the Group's risk
management. The policies for managing each of these risks are summarised below and have been applied throughout the period.
(i) Market risk
The fair value or future cash flows of a financial instrument held by the Group may fluctuate because of changes in market prices. This
market risk comprises currency risk, interest rate risk and other price risk. The Board of Directors reviews and agrees policies for
managing these risks, which policies have remained substantially unchanged from those applying in the year ended 31 March 2008. The
Investment Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk
on the whole of the investment portfolio on an ongoing basis.
Currency risk
The functional and presentational currency of the Group is Sterling and, therefore, the Group's principal exposure to foreign currency
risk comprises investments priced in other currencies, principally US Dollars. The Investment Manager monitors the Group's exposure to
foreign currencies and reports to the board on a regular basis. The Investment Manager measures the risk to the Group of the foreign
currency exposure by considering the effect on the net asset value and income of a movement in the rates of exchange to which the Group's
assets, liabilities, income and expenses are exposed.
Income denominated in foreign currencies is converted to Sterling on receipt.
The Group's financial assets comprise fixed and equity investments, trade receivables and cash balances.
The Group finances its investment activities through the Group's Ordinary Share capital, reserves and borrowings. The Group's financial
liabilities comprise trade payables and the loan facility.
Interest rate risk
Interest rate movements may affect:
* the fair value of the investments in fixed rate securities;
* the level of income receivable on cash deposits;
* the interest payable on the Group's variable rate borrowings.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when
making investment decisions and borrowings under the loan facility. The Board reviews on a regular basis the values of the unquoted loans to
companies in which private equity investment is made. Interest rate risk is not significant to the Group.
Other price risk
Other price risks (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value
of investments.
The Group's exposure to price risk comprises mainly movements in the value of the Group's investments.
The Board of Directors manages the market price risks inherent in the investment portfolios by ensuring full and timely access to
relevant investment information from the Investment Manager. The Board meets regularly and at each meeting reviews investment performance.
The Board monitors the Investment Manager's compliance with the Group's objectives and is directly responsible for investment strategy and
asset allocation.
(ii) Liquidity risk
This is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.
Liquidity risk is significant as the Group invests in unlisted equities and other investments that may not be readily realisable.
In accordance with the Group's policy, the Investment Manager monitors the Company's liquidity risk, and the Board of Directors reviews
it.
(iii) Credit risk
The Group does not have any significant exposure to credit risk arising from any one individual party. Credit risk is spread across a
number of counterparties, each having an immaterial effect on the Group's cash flows, should a default happen.
By order of the Board
Sidney Cabessa Walid Chatila
Director Director
26 November 2008 26 November 2008
INDEPENDENT REVIEW REPORT TO ORYX INTERNATIONAL GROWTH FUND LIMITED
Introduction
We have been engaged by the Company to review the financial statements in the half yearly financial report for the six months ended 30
September 2008 which comprise the entity's condensed balance sheet and related statements of income, changes in equity, cash flow and the
related explanatory notes that have been reviewed. We have read the other information contained in the half-yearly financial report and
considered whether it contains any apparent misstatements or material inconsistencies with the information in the financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for
preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial
Services Authority.
The financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting
Standard 34, "Interim Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the financial statements in the half-yearly financial report based on
our review.
Scope of review
We conducted our review in accordance with the International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim
Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United
Kingdom.
A review of interim financial information consists of making enquiries, primarily of persons responsible for the financial and
accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in an audit. Accordingly we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 September 2008 is not prepared, in all material respects, in accordance with
International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's
Financial Services Authority.
Grant Thornton Limited
Chartered Accountants
Guernsey, CI
26 November 2008
CONDENSED CONSOLIDATED INCOME STATEMENT
for the six months ended 30 September 2008, expressed in � sterling
Six months ended30 Six months ended30 Year
September September ended 31 March
2008 2007 2008
� � �
Income
Interest 317,768 232,646 800,130
Dividends and investment 1,549,868 1,163,233 1,529,522
income
1,867,636 1,395,879 2,329,652
Realised gains on investments 2,798,001 1,045,960 869,064
Movement in unrealised loss on (13,834,920) (3,841,229) (19,781,604)
revaluation of investments
Transaction costs (87,348) (184,911) (244,042)
Gain / (loss) on foreign 8,279 (1,767) 25,943
currency translation
Income and loss from (9,248,352) (1,586,068) (16,800,987)
investments
Expenses
Management and Investment 324,128 171,368 537,491
Adviser*s fee
Custodian fees 11,628 43,387 55,922
Administration fees 33,743 49,036 90,908
Registrar and transfer agent 52,980 16,374 49,434
fees
Directors* fees and expenses 77,302 45,515 129,565
Audit fees 13,534 47,089 58,589
Insurance 4,512 5,974 10,549
Interest expense 52,714 39 4,319
Legal and professional fees 118,729 338,178 567,065
Write back of excessive - - (668,000)
accruals in Baltimore Plc
Other expenses 37,415 197,668 430,242
Total expenses 726,685 914,628 1,266,084
Net loss for the period / year (9,975,037) (2,500,696) (18,067,071)
before taxation
Withholding tax on dividends 217,083 114,201 184,484
Net loss for the period / year (10,192,120) (2,614,897) (18,251,555)
Earnings per share * basic and
diluted:
Ordinary �(0.42) �(0.08) �(0.89)
C Share - �(0.05) �(0.05)
All items in the above statement are derived from continuing operations.
CONDENSED CONSOLIDATED BALANCE SHEET
As at 30 September 2008, expressed in � sterling
30 September 2008 30 September 2007 31 March
2008
� � �
Non-current assets
Investments at fair value 53,571,431 76,349,998 63,621,965
through profit or loss
Current assets
Other receivables 796,399 1,048,552 797,602
Dividends and interest 163,683 290,620 296,296
receivable
Amounts due from brokers - 292,334 248,428
Cash and cash equivalents 655,283 3,841,043 792,292
1,615,365 5,472,549 2,134,618
Total assets 55,186,796 81,822,547 65,756,583
Current liabilities
Amounts due to brokers 467,401 609,815 957,828
Interest bearing loans 2,250,000 - 750,000
Creditors and accrued expenses 670,874 1,923,262 740,603
3,388,275 2,533,077 2,448,431
Net assets 51,798,521 79,289,470 63,308,152
Shareholders' equity
Called up share capital 12,063,324 20,638,610 12,393,708
Share premium 42,894,039 34,993,797 42,894,039
Capital redemption reserve 1,246,500 1,246,500 1,246,500
Other reserves (4,405,342) 22,410,563 6,773,905
Total equity shareholders' 51,798,521 79,289,470 63,308,152
funds
Net Asset Value per Share -
basic and diluted:
Ordinary �2.15 �3.19 �2.55
C Share - �1.10 -
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2008, expressed in � sterling
Six months ended Six months ended
Year ended
30 September 2008 30 September 2007 31 March
2008
� � �
Equity at beginning of period 63,308,152 81,904,367 81,904,367
/ year
Loss for the period / year (10,192,120) (2,614,897) (18,251,555)
Total recognized income and (10,192,120) (2,614,897) (18,251,555)
expenses
Issued share capital during
period / year
- Ordinary shares - - 25,683,185
- - 25,683,185
Reduction in share capital
during the period / year
- Ordinary shares (1,317,511) - (89,886)
- C shares - - (25,937,959)
(1,317,511) - (26,027,845)
Equity at end of period / year 51,798,521 79,289,470 63,308,152
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the six months ended 30 September 2008, expressed in � sterling
Six months ended Six months ended
Year ended
30 September 2008 30 September 2007 31 March
2008
� � �
Net cash (outflow) from
operating activities (327,777) (1,750,699) (5,232,501)
Financing Activities
Reduction of shares (1,317,511) - (344,659)
Proceeds of borrowings 1,500,000 - 750,000
Cash flow from financing 182,489 - 405,341
activities
Net (decrease) / increase in
cash and cash equivalents (145,288) (1,750,699) (4,827,160)
Cash and cash equivalents at
beginning of period / year 792,292 5,593,509 5,593,509
Exchange movements 8,279 (1,767) 25,943
Cash and cash equivalents at
end of period / year 655,283 3,841,043 792,292
NOTES TO THE CONDENSED SET OF FINANCIAL STATEMENTS
1. General
Oryx International Growth Fund limited (the "Company") was incorporated in Guernsey on 2 December 1994 and commenced activities on 3
March 1995.
The above results comprise an abridged version of the Company's unaudited interim report and condensed financial statements for the six
months ended 30 September 2008. Copies of the accounts will be sent to shareholders by 30 November 2008 and will be available on the
Company's website www.oryxinternationalgrowthfund.co.uk and from the Company's registered office at BNP Paribas House, 1 St Julian's Avenue,
St Peter Port, Guernsey GY1 1WA.
Oryx C Shares
On 26 July 2006 the Company acquired the entire issued share capital of Baltimore plc. Under the terms of the offer, the consideration
payable for these shares was in the form of an issue of a new class of shares, Oryx C Shares, whereby each Baltimore shareholder was
entitled to 1,000 Oryx C Shares for every 5,319 Baltimore shares held.
On 26 July 2006, Oryx C Shares were issued as a result of Baltimore shareholders holding 140,286,701 Baltimore shares accepting the
offer.
At a Directors' meeting on 3 October 2006 it was resolved that the Company acquire all the remaining shares in Baltimore pursuant to a
compulsory acquisition procedure.
On 12 October 2007 the Oryx C Shares were converted into Oryx Ordinary Shares whereby each Oryx C Shareholder was entitled to 34,581
Oryx Ordinary shares for every 100,000 Oryx C Shares held.
AOT Merger
On 23 February 2007 the Company merged with American Opportunity Trust PLC ("AOT"). The merger was effected through a court approved
scheme whereby the share capital of AOT was cancelled and its assets and liabilities were transferred to the Company. Shareholders in AOT
received 5,586,686 new ordinary shares in the Company.
2. Accounting Policies
Basis of Accounting
The annual financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). The condensed set
of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard
(IAS) 34, Interim Financial Reporting. The same accounting policies, presentation and methods of computation are followed in the condensed
set of financial statements as applied in the Company's latest annual audited financial statements.
The financial statements have been prepared on the historical cost basis except for the revaluation of certain financial instruments.
The principal accounting policies are set out below. The preparation of financial statements in conformity with International Financial
Reporting Standards requires the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
a) Income Recognition
Dividends arising on the Group's listed and unlisted investments have been accounted for on an ex-dividend basis. Deposit interest is
accrued on a day-to-day basis. Loan interest is accounted for using the effective interest method. All income is shown gross of any
applicable withholding tax.
b) Investments
Classification
All investments of the Group are designated into the financial assets at fair value through profit or loss category. The investments are
purchased mainly for their capital growth and the portfolio is managed, and performance evaluated, on a fair value basis in accordance with
the Group's documented investment strategy. Therefore the Directors consider that this is the most appropriate classification.
This category comprises financial instruments designated at fair value though profit or loss upon initial recognition - these include
financial assets that are not held for trading purposes and which may be sold. These are principally investments in listed and unlisted
equities.
Measurement
Financial instruments are measured initially at fair value being the transaction price. Subsequent to initial recognition, all
instruments classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in the
Income Statement. Transaction costs are separately disclosed in the Income Statement.
Fair value measurement principles
Listed investments have been valued at the bid market price ruling at the balance sheet date. In the absence of the bid market price,
the closing price has been taken, or, in either case, if the market is closed on the Balance Sheet date, the bid market or closing price on
the preceding business day.
Unlisted investments traded on AIM have been valued at their published bid prices at the Balance Sheet date. Unlisted investments where
there is not an active market are valued using an appropriate valuation technique so as to establish fair value at the Balance Sheet date.
Cost is considered appropriate for early stage investments. The relevance of this methodology can be eroded over time and in these cases the
carrying values will be reduced to reflect fair value. Estimates are based on the best information at the time but actual results may vary
from these estimates.
Gains and losses arising from changes in the fair value of investments are included in the Income Statement in the period in which they
arise.
For certain of the Group's financial instruments, including cash and cash equivalents, interest and other receivables and accrued
expenses, the carrying amounts approximate fair value due to their immediate or short-term maturity.
Derecognition of financial assets occur when the rights to receive cash flows from financial instruments expire or are transferred and
substantially all of the risks and rewards of ownership have been transferred.
Transaction costs applicable to investment transactions have been recognised in the Income Statement.
c) Other receivables
Other receivables do not carry any interest and are short term in nature and are accordingly stated at their nominal value as reduced by
appropriate allowances for estimated irrecoverable amounts.
d) Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand and short term deposits in banks.
e) Other Accruals and Payables
Other accruals and payables are not interest bearing and are stated at their nominal value.
f) Foreign Currency Translation
Items included in the Group's financial statements are measured using the currency of the primary economic environment in which it
operates (the "functional currency"). This is the pound sterling which reflects the Group's primary activity of investing in sterling
securities. The Group's shares are also issued in sterling.
Foreign currency assets and liabilities have been translated at the exchange rates ruling at the Balance Sheet date. Transactions in
foreign currency during the period have been translated into pounds sterling at the spot exchange rate in effect at the date of the
transaction. Realised and unrealised gains and losses on currency translation are recognised in the Income Statement.
g) Realised and Unrealised Gains and Losses
Realised gains and losses arising on the disposal of investments are calculated by reference to the cost attributable to those
investments and the sales proceeds, and are included in the Income Statement. Unrealised gains and losses arising on investments held at the
Balance Sheet date are also included in the Income Statement.
h) Financial Liabilities
All bank loans and borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs
where applicable. After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost. Any
difference between cost and redemption value has been recognised in the Income Statement over the period of the borrowings on an effective
interest basis.
Financial liabilities are derecognised from the balance sheet only when the obligations are extinguished either through discharge,
cancellation or expiration.
i) Equity
Share Capital represents the nominal value of equity shares.
Share Premium Account represents the excess over nominal value of the fair value of consideration received for equity shares, net of
expenses of the share issue.
Reserves include all current and prior results as disclosed in the Income Statement.
j) Expenses
Expenses are recognised in the Income Statement upon utilisation of the service or at the date they are incurred. Expenses in relation
to the placing of C Shares were borne by the subscribers of the C Shares and have been written off against share premium.
k) Consolidation
These consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary undertakings,
Baltimore plc and American Opportunity Trust PLC. The results of the subsidiary undertakings and the businesses acquired are included in the
Consolidated Income Statement. The investments in the wholly owned subsidiaries are included in the accounts of the parent company at cost
less any provisions for impairment.
3. Share Capital and Share Premium
a) Authorised Share Capital
Number of Shares �
Authorised:
Ordinary shares of 50p each 90,000,000 45,000,000
b) Ordinary Shares cancelled - 1 April 2008 to 30 September 2008
Ordinary Shares of 50p each Number of Shares Share Capital Share Premium
and Management Shares of 50p � �
each
At 1 April 2008 24,787,416 12,393,708 42,894,039
Share reorganisation (135,767) (67,884) -
Share buy back (525,000) (262,500) -
At 30 September 2008 24,126,649 12,063,324 42,894,039
On 29 August 2008 the Company undertook a capital reorganisation that involved the consolidation and then subdivision of the Company's
share capital. This resulted in the purchase by the Company and then cancellation of 135,767 fractional shares.
On 4 September 2008, the Company purchased for cancellation 525,000 of its Ordinary Shares at a price of 200p per Ordinary Share.
4. Other Reserves
31 March Movement 30 September
2008 2008
� �
�
Net investment income 1,423,941 836,520 2,260,461
Realised gain on investments 24,508,308 2,798,001 27,306,309
Loss on foreign currency (888,413) 8,279 (880,134)
transactions
Unrealised loss on revaluation
of investments held (13,766,169) (13,834,920) (27,601,089)
Repurchase of ordinary shares (3,174,872) (987,127) (4,161,999)
Repurchase of warrants (8,179) - (8,179)
Discount on repurchase of
Convertible Loan Stock (1,320,711) - (1,320,711)
6,773,905 (11,179,247) (4,405,342)
5. Cash Flows from Operating Activities
Six months ended Six months ended Year ended
30 September 30 September 31 March
2008 2007 2008
� � �
Net loss for the period / year (10,192,120) (2,614,897) (18,251,555)
Realised gains on investments (2,798,001) (1,045,960) (869,064)
Movement in unrealised loss on
revaluation of investments 13,834,920 3,841,229 19,781,604
Loss / (gain) on foreign (8,279) 1,767 (25,943)
currency translation
11,028,640 2,797,036 18,886,597
Purchase of investments (19,964,966) (44,212,358) (51,947,456)
Proceeds from sale of 18,736,582 41,185,891 46,178,441
investments
(1,228,384) (3,026,467) (5,769,015)
Decrease in dividends and 132,613 114,639 108,963
interest receivable
Decrease in debtors 1,203 787,259 783,437
(Decrease) / increase in
creditors and accrued charges (69,729) 191,731 (990,928)
64,087 1,093,629 (98,528)
(327,777) (1,750,699) (5,232,501)
6. Reconciliation of Net Asset Value to Published Net Asset Value
30 September 30 September 31 March
2008 2007 2008
� � per share � � per share � � per share
Ordinary Shares
Published Net Asset Value 52,784,399 2.19 52,152,928 3.21 64,450,230 2.60
Management Shares in issue 1 - 1 -
Unrealised loss on revaluation
of investments at bid / mid
price (ref note 6(a) below)
(985,878) (0.04) (249,871) (0.02) (948,691) (0.04)
Reduction in value of
investment - - - (219,775) (0.01)
Adjustment to accruals - (125,058) - 26,387 -
Net Asset Value attributable
to shareholders 51,798,521 2.15 51,778,000 3.19 63,308,152 2.55
C Shares
Published Net Asset Value - - 27,493,392 1.11 - -
Unrealised loss on revaluation
of investments at bid / mid
price (ref note 6(a) below)
- - (193,920) (0.01) - -
Cancellation of C class shares
received as part of proceeds
on underlying investment (ref
note 6(b) below)
- - 254,772 - - -
Adjustment to accruals - - (42,774) - - -
Net Asset Value attributable
to shareholders - - 27,511,470 1.10 - -
(a) In accordance with International Financial Reporting Standards the Group's long investments have
been valued at bid price. However, in accordance with the Group's principal documents the Net Asset Value reported each month reflects
the investments being valued at the closing, last or mid- market (as the Directors in all circumstances consider appropriate) price as
notified to the Group on the valuation day by a member of the stock exchange concerned. Certain investments remain at fair value as
determined in good faith by the Directors.
(b) As part of the proceeds of the sale of an underlying investment in September 2007 the C Class
received a total of 249,777 Oryx C shares. Instructions for the cancellation of the shares were placed
immediately but the cancellations did not take place until October 2007.
7. Earnings per Share and Net Asset Value per Share
The calculation of basic earnings per share for the Ordinary Share is based on a loss of �10,192,120 (30 September 2007 - �1,343,476, 31
March 2008 - �18,251,555) and an average number of shares in issue during the period of 24,689,085 shares (30 September 2007 - 16,252,774
shares, 31 March 2008 - 20,529,829 shares). In accordance with IAS 33 - Earnings Per Share, the diluted earnings per share is also
disclosed. At 30 September 2008 there was no difference in the diluted earnings per share calculation for the Ordinary Shares.
The calculation of Net Asset Value per Ordinary Share is based on a Net Asset Value of �51,798,521 (30 September 2007 - �51,778,000, 31
March 2008 - �63,308,152) and the number of shares in issue at the period end of 24,126,649 shares (30 September 2007 - 16,252,772 shares,
31 March 2008 - 24,787,416 shares). In accordance with IAS 33 - Earnings Per Share, the diluted Net Asset Value per share is also disclosed.
At 30 September 2008 there was no difference in the diluted Net Asset Value per share calculation for the Ordinary Shares.
8. Related Parties
The Manager and Investment Adviser are considered to be related parties. The fees paid are included in the Consolidated Income
Statement. At 30 September 2008 �102,127 included in creditors and accrued expenses was payable to the Investment Adviser.
The Directors are also considered to be related parties and their fees are disclosed in the Consolidated Income Statement. At 30
September 2008 �33,523 included in creditors and accrued expenses was payable to the Directors.
There were no transactions between the Company and its subsidiaries in the period and at 30 September 2008 �26,912,000 was due to
Baltimore plc.
Enquiries:
Sara Radford
BNP Paribas Fund Services (Guernsey) Limited Tel: 01481 750858
Alastair Moreton
Richard Tulloch
Arbuthnot Securities Limited Tel: 020 7012 2000
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR DQLFLVFBFFBQ
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