TIDMOIG
RNS Number : 0765W
Oryx International Growth Fund Ld
22 July 2009
?
Replacement - website link corrected.
ORYX INTERNATIONAL GROWTH FUND LIMITED ("Oryx" or the "Company")
FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2009
CHAIRMAN'S STATEMENT
The period under review represented as challenging a time for fund managers as
anyone can remember. This particularly applied to the smaller companies sector
where valuations were marked down indiscriminately with no regard to either the
performance of the company or its future prospects. This applied to your
Company's portfolio with a consequence that net assets fell during the period by
37% of which nearly 16% occurred in the first half.
While this erosion of value is disappointing, it is interesting to note that
where transactions took place, as they did in several cases within the
portfolio, they were done at good prices and in all cases represented a healthy
profit over book value.
However, as the investment process undertaken by North Atlantic is structured
around companies where detailed research has been undertaken and in many cases a
strategy developed to realise value for shareholders, your Board is confident
that the portfolio has within it a resilience which, as market conditions move
back towards normality, will allow some of the value lost over the last eighteen
months to be made up. It will be a difficult period as the green shoots so
confidently predicted by some commentators could easily shrivel in the light of
the uncertainties that abound across the economy and the political arena.
We have been using the powers granted at the last AGM to acquire shares. During
the last six months, 1,065,824 shares have been purchased which has resulted in
the discount closing to the still too wide 18.88% at 31 May 2009. The Company
will seek to renew these powers at the next AGM. In line with our policy, no
dividend will be paid for the period.
Nigel Cayzer
Chairman
21 July 2009
INVESTMENT ADVISER'S REPORT
During the twelve month period under review the Net Asset Value of the fund fell
by 37.2% as compared to a fall in the FTSE Small Cap of 42.5%. Equity market
conditions can only be described as extremely difficult as the severe recession
started to decimate profits, liquidity in smaller companies fell to zero and
some institutions became significant sellers following redemptions in their
funds.
Our strategy during this period has been to focus on securing realisations of
our investments and maintaining cash balances.
UK Portfolio
Despite the market turmoil Whatman, Tinopolis, and Servis IT were all acquired,
whilst post the year end Electronic Data Processing has effectively been taken
over as a result of a large self tender. Unfortunately other stocks such as
Gleeson, Inspired Gaming, Georgica and Payzone (which was sold) performed very
poorly in the period. Good performance by Celsis, which was the only significant
new purchase in the last twelve months and Telecom Plus, which was sold, were
not enough to offset these losses. It is however important to note that most
companies in the portfolio have reported profits basically in line with
expectations, so the decline in the portfolio reflects market conditions rather
than company specific problems.
US Portfolio
This part of the fund benefited from the takeover of Meadow Valley and an
improvement in the US Dollar. The portfolio as a whole was sold at a value in
excess of that reported in the 2008 accounts.
Unquoted Portfolio
This also performed well despite the need to write off part of the investment.
Primesco and Motherwell Bridge were both sold at a premium to the prior year
valuation and at a GBP1,800,000 premium to cost. Orthoplastics achieved
outstanding results with profits up nearly 70% resulting in an uplift in value,
whilst Bionostics and PVC both benefited from the strength of the Dollar. Avanti
continues to perform in line with expectations and a further GBP380,000 of
interest was accrued.
Summary
The market recovered sharply in April, however this was mainly due to Financials
and Mining where the fund has no exposure. Nevertheless the Net Asset Value has
shown a reasonable recovery. Furthermore a number of the Fund's larger
acquisitions are in discussions with a view to be acquired and this should
assist performance in the current year. Cash balances are around 7.5% of gross
assets which provides flexibility for new investments and to continue the
Board's policy of buying back shares when appropriate.
Finally, although the stock market is showing signs of recovery, the reality is
that the economy is still extremely weak, house prices are falling and
Government debt is out of control. In these circumstances stock selection rather
than a benign market will remain the most important factor for securing any
meaningful improvement in the Net Asset Value.
North Atlantic Value LLP
21 July 2009
TEN LARGEST EQUITY HOLDINGS
as at 31 March 2009
Bavaria Industriekapital AG
Cost GBP2,118,718 (235,000 shares)
Market value GBP2,525,093 representing 6.35% of Net Asset Value
Bavaria is a small German industrial holding company. The company has no debt
and substantial cash balances. At 31 March 2009 the shares were trading on a
very low price earnings ratio with a yield of circa 23%.
Journey Group Plc
Cost GBP4,925,014 (53,314,341 shares)
Market value GBP2,399,145 representing 6.03% of Net Asset Value
The company is a supplier of catering and media services to the UK airline
industry. The Company also has operations in the United States.
Celsis International Plc
Cost GBP2,194,745 (1,500,000 shares)
Market value GBP2,370,000 representing 5.96% of Net Asset Value
Celsis is a world leader in the testing of liquid pathogens and the cryogenic
storing of human livers for laboratory testing. The Company has no debt and
results released at the end of March were in line with expectations.
Orthoplastics Limited
Cost GBP854,964 (275 shares)
Market value GBP2,200,000 representing 5.53% of Net Asset Value
Orthoplastics is one of two companies in the world capable of manufacturing
advanced plastic materials to the orthopedics industry. In addition the company
has a successful and rapidly growing plastic components for the same industry.
Orthoplastics had an outstanding year to end March 2009 with profits up circa
70%. The profit expectation for the current year is for a further 30% increase.
Since the year end the company has made an acquisition which will give good
exposure to metal components used by the orthopedics industry.
Dialight Plc
Cost GBP2,744,988 (1,800,000 shares)
Market value GBP2,016,000 representing 5.07% of Net Asset Value
The company is the world leader in LED lighting applications for applications
excluding consumer appliances. LED lighting has significant energy and
environmental benefits and demand is expected to grow strongly over the next
five years. The company is profitable and has no current debt.
RPC Group Plc
Cost GBP3,959,189 (1,750,000 shares)
Market value GBP2,012,500 representing 5.06% of Net Asset Value
RPC is the largest company in Europe manufacturing plastic packaging for the
food, health and beauty industries. A new chairman has recently been appointed.
Electronic Data Processing PLC ("EDP")
Cost GBP2,609,049 (4,264,587 shares)
Market value GBP1,961,710 representing 4.93% of Net Asset Value
EDP is a computer services company. The company completed a tender offer at 50p
per share subsequent to the end of the period. The Company now has no investment
in EDP.
Quarto Group Inc
Cost GBP2,470,609 (2,050,000 shares)
Market value GBP1,496,500 representing 3.76% of Net Asset Value
Quarto is the world's largest publisher of 'coffee table' books, but also has
more traditional publishing operations.
BBA Aviation plc
Cost GBP4,416,793 (1,750,000 shares)
Market value GBP1,435,000 representing 3.61% of Net Asset Value
BBA Aviation is a leading provider of flight support and aftermarket services
and systems to the aviation industry.
Avanti Communications Plc
Cost GBP1,538,107 (750,000 shares)
Market value GBP1,320,000 representing 3.32% of Net Asset Value
Avanti is launching a communications satellite into space early in 2010. The
majority of Company's investment is in the senior debt which yields LIBOR +
1000bp. Early bookings to date for the satellite are extremely encouraging.
INVESTMENT POLICY
The Company principally invests in small and mid-size quoted and unquoted
companies in the United Kingdom and United States. The Investment Manager
targets companies that have fundamentally strong business models but where there
may be specific factors which are constraining the maximisation or realisation
of shareholder value, which may be realised through the pursuit of an activist
shareholder agenda by the Investment Manager. Dividend income is a secondary
consideration when making investment decisions.
Achieving the Investment Policy
The investment approach of the Investment Manager is characterised by a rigorous
focus on research and financial analysis of potential investee companies so that
a thorough understanding of their business models is gained prior to investment.
Comprehensive due diligence, including one or more meetings with management as
well as site visits, are standard procedure before shares are acquired.
Typically the portfolio will comprise of 50 to 80 holdings (but without
restricting the Company from holding a more or less concentrated portfolio in
the future).
The Company may invest in derivatives, financial instruments, money market
instruments and currencies solely for the purpose of efficient portfolio
management (i.e. solely for the purpose of reducing, transferring or eliminating
investment risk in the Company's investments, including any technique or
instrument used to provide protection against exchange and credit risks).
The Investment Manager expects the Company's assets will normally be fully
invested. However, during periods in which changes in economic conditions or
other factors so warrant, the Company may reduce its exposure to securities and
increase its position in cash and money market instruments.
A detailed description of the investment process and risk controls employed by
the Manager is disclosed in the financial statements. A comprehensive analysis
of the Company's portfolio is also disclosed in the financial statements
including a description of the ten largest equity investments. At the year end
the Company's portfolio consisted of 40 holdings. The top 10 holdings
represented 49.62% of total net assets.
The Board is responsible for determining the gearing strategy for the Company.
Gearing is used selectively to leverage the Company's portfolio in order to
enhance returns where and to the extent this is considered appropriate to do so.
Borrowings are short term and particular care is taken to ensure that any bank
covenants permit maximum flexibility of investment policy.
The Company may only make material changes to its investment policies with the
approval of Shareholders (in the form of an ordinary resolution).
INVESTMENT RESTRICTIONS
The Company has adopted the following policies:
(a) it will not invest in securities carrying unlimited liability;
(b) short selling for the purpose of efficient portfolio management will be
permitted provided that the aggregate value of the securities subject to a
contract for sale that has not been settled and which are not owned by the
Company shall not exceed 20 per cent. of the Net Asset Value; in addition, the
Company may engage in uncollateralised stock lending on normal commercial terms
with counterparties whose ordinary business includes uncollateralised stock
lending provided that the aggregate exposure of the Company to any single
counterparty shall not exceed 20 per cent. of the Net Asset Value;
(c) it will not take legal or management control of investments in its
portfolio;
(d) it will not buy or sell commodities or commodity contracts or real estate or
interests in real estate although it may purchase and sell securities which are
secured by real estate or commodities and securities of companies which invest
in or deal in real estate commodities;
(e) it will not invest or lend more than 20 per cent. of its assets in
securities of any one company or single issuer;
(f) it will not invest more than 35 per cent. of its assets in securities not
listed or quoted on any
recognised stock exchange;
(g) it will not invest in any company where the investment would result in the
company holding more than 10 per cent. of the issued share capital of that
company or any class of that share capital, unless that company constitutes a
trading company (for the purposes of the relevant United Kingdom legislation) in
which case the company may not make any investment that would result in its
holding 50 per cent. or more of the issued share capital of that company or of
any class of that share capital;
(h) it will not invest more than 5 per cent. of its assets in units of unit
trusts or shares or other forms of participation in managed open-ended
investment vehicles; or
(i) the Company may use options, foreign exchange transactions on the forward
market, futures and contracts for differences for the purpose of efficient
portfolio management provided that:
(i) in the case of options, this is done on a covered basis;
(ii) in the case of futures and forward foreign exchange transactions, the face
value of all such contracts does not exceed 100 per cent. of the Net Asset Value
of the Company; or
(iii) in the case of contracts for differences (including stock index future or
options) the face value of all such contracts does not exceed 100 per cent. of
Net Asset Value of the Company. None of these restrictions, however, require the
realisation of any assets of the Company where any restriction is breached as a
result of an event outside the control of the Investment Manager which occurs
after the investment is made, but no further relevant assets may be acquired by
the Company until the relevant restriction can again be complied with. In the
event of any breach of these investment restrictions, the Board will as soon as
practicable make an announcement on a Regulatory Information Service and
subsequently write to Shareholders if appropriate.
(j) the Company will ensure gearing does not exceed 20% of net assets.
DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and Financial
Statements for each financial year which give a true and fair view of the state
of affairs of the Group and Company as at the end of the financial year and of
the net income or loss for that year in accordance with International Financial
Reporting Standards and are in accordance with applicable laws.
The Directors confirm, to the best of their knowledge, that:
(a) these Financial Statements, prepared in accordance with International
Financial Reporting Standards, give a true and fair view of the assets,
liabilities, financial position and loss of the Company and the undertakings
included in the consolidation taken as a whole; and
(b) these Financial Statements include information detailed in the Directors'
Report, the Investment Adviser's Report and Notes to the Financial Statements,
which provide a fair review of the development and performance of the business
and the position of the Company and the undertakings included in the
consolidation as a whole, together with a description of the principal risks and
uncertainties that they face.
In accordance with The Companies (Guernsey) Law, 2008 each Director confirms
that so far as they are aware, there in no relevant audit information of which
the Company's Auditor is unaware. Each Director also confirms that they have
taken all steps they ought to have taken as a Director to make themselves aware
of any relevant audit information and to establish that the Company's Auditor is
aware of that information.
Directors are also required to:
* properly select and apply accounting standards;
* present information, including accounting policies, in a manner that provides
relevant, reliable, comparable and understandable information;
* provide additional disclosures when compliance with the specific requirements of
IFRSs is insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the Company's financial position
and financial performance; and
* prepare the financial statements on a going concern basis unless it is
inappropriate to presume the Company will continue in business.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Group and Company and to enable them to ensure that the Financial Statements
comply with The Companies (Guernsey) Law, 2008. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the
Company's website. Legislation in the United Kingdom and in Guernsey governing
the preparation and dissemination of financial statements differs from
legislation in other jurisdictions.
CONSOLIDATED INCOME STATEMENT
for the year ended 31 March 2009
(Expressed in pounds sterling)
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | 2009 | 2008 |
+----------------+--------+--------+--------------+--------------+
| | | | GBP | GBP |
+----------------+--------+--------+--------------+--------------+
| Income | | | | |
+----------------+--------+--------+--------------+--------------+
| Interest | | | 532,972 | 800,130 |
+----------------+--------+--------+--------------+--------------+
| Dividends | | | 1,957,538 | 1,529,522 |
| and | | | | |
| investment | | | | |
| income | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | 2,490,510 | 2,329,652 |
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
| Realised | | | (536,343) | 869,064 |
| (losses)/gains | | | | |
| on investments | | | | |
+----------------+--------+--------+--------------+--------------+
| Movement | | | | |
| in | | | (21,891,039) | (19,781,604) |
| unrealised | | | | |
| loss on | | | | |
| revaluation | | | | |
| of | | | | |
| investments | | | | |
+----------------+--------+--------+--------------+--------------+
| Transaction | | | (107,757) | (244,042) |
| costs | | | | |
+----------------+--------+--------+--------------+--------------+
| Gain | | | 4,044 | 25,943 |
| on | | | | |
| foreign | | | | |
| currency | | | | |
| translation | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
| Income | | | (20,040,585) | (16,800,987) |
| and | | | | |
| loss | | | | |
| from | | | | |
| investments | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
| Expenses | | | | |
+----------------+--------+--------+--------------+--------------+
| Management | | | 550,833 | 537,491 |
| and | | | | |
| investment | | | | |
| advisers | | | | |
| fee | | | | |
+----------------+--------+--------+--------------+--------------+
| Custodian | | | 17,025 | 55,922 |
| fees | | | | |
+----------------+--------+--------+--------------+--------------+
| Administration | | | 59,161 | 90,908 |
| fees | | | | |
+----------------+--------+--------+--------------+--------------+
| Registrar | | | 112,314 | 49,434 |
| and | | | | |
| transfer | | | | |
| agent | | | | |
| fees | | | | |
+----------------+--------+--------+--------------+--------------+
| Directors | | | 133,000 | 129,565 |
| fees and | | | | |
| expenses | | | | |
+----------------+--------+--------+--------------+--------------+
| Audit | | | 36,000 | 58,589 |
| fees | | | | |
+----------------+--------+--------+--------------+--------------+
| Insurance | | | 9,000 | 10,549 |
+----------------+--------+--------+--------------+--------------+
| Legal | | | 294,206 | 567,065 |
| and | | | | |
| professional | | | | |
| fees | | | | |
+----------------+--------+--------+--------------+--------------+
| Loan | | | 117,942 | - |
| facility | | | | |
| interest | | | | |
+----------------+--------+--------+--------------+--------------+
| Write | | | (131,000) | (668,000) |
| back | | | | |
| of | | | | |
| accruals | | | | |
| in | | | | |
| Baltimore | | | | |
| Plc | | | | |
+----------------+--------+--------+--------------+--------------+
| Other | | | 321,646 | 434,561 |
| expenses | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
| Total | | | 1,520,127 | 1,266,084 |
| expenses | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
| Net | | | (21,560,712) | (18,067,071) |
| loss | | | | |
| for | | | | |
| the | | | | |
| year | | | | |
| before | | | | |
| taxation | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
| Withholding | | | 258,915 | 184,484 |
| tax on | | | | |
| dividends | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
| Net | | | (21,819,627) | (18,251,555) |
| loss | | | | |
| for | | | | |
| the | | | | |
| year | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
| Loss | | | | |
| per | | | | |
| share | | | | |
| - | | | | |
| basic | | | | |
| and | | | | |
| diluted: | | | | |
+----------------+--------+--------+--------------+--------------+
| Ordinary | | | GBP(0.90) | GBP(0.89) |
+----------------+--------+--------+--------------+--------------+
| C | | | - | GBP(0.05) |
| Share | | | | |
+----------------+--------+--------+--------------+--------------+
| | | | | |
+----------------+--------+--------+--------------+--------------+
All items in the above statement are derived from continuing operations.
CONSOLIDATED BALANCE SHEET
as at 31 March 2009
(Expressed in pounds sterling)
+----------------+--------+--------+--------------+------------+
| | | | 2009 | 2008 |
+----------------+--------+--------+--------------+------------+
| | | | GBP | GBP |
+----------------+--------+--------+--------------+------------+
| | | | | |
+----------------+--------+--------+--------------+------------+
| Non-current | | | | |
| assets | | | | |
+----------------+--------+--------+--------------+------------+
| Listed | | | | |
| investments | | | 29,388,138 | 53,835,923 |
| designated | | | | |
| at fair | | | | |
| value | | | | |
| through | | | | |
| profit or | | | | |
| loss Cost - | | | | |
| GBP64,662,030 | | | | |
| (2008: | | | | |
| GBP69,746,535) | | | | |
+----------------+--------+--------+--------------+------------+
| Unlisted | | | | |
| investments | | | 9,144,411 | 9,786,042 |
| designated | | | | |
| at fair | | | | |
| value | | | | |
| through | | | | |
| profit or | | | | |
| loss Cost - | | | | |
| GBP9,527,727 | | | | |
| (2008: | | | | |
| GBP7,641,599) | | | | |
+----------------+--------+--------+--------------+------------+
| | | | 38,532,549 | 63,621,965 |
+----------------+--------+--------+--------------+------------+
| Current | | | | |
| assets | | | | |
+----------------+--------+--------+--------------+------------+
| Other | | | 368,865 | 797,602 |
| receivables | | | | |
+----------------+--------+--------+--------------+------------+
| Dividends | | | 318,876 | 296,296 |
| and | | | | |
| interest | | | | |
| receivable | | | | |
+----------------+--------+--------+--------------+------------+
| Amounts | | | 3,032 | 248,428 |
| due | | | | |
| from | | | | |
| brokers | | | | |
+----------------+--------+--------+--------------+------------+
| Cash | | | 906,097 | 792,292 |
| and | | | | |
| cash | | | | |
| equivalents | | | | |
+----------------+--------+--------+--------------+------------+
| | | | 1,596,870 | 2,134,618 |
+----------------+--------+--------+--------------+------------+
| | | | | |
+----------------+--------+--------+--------------+------------+
| Total | | | 40,129,419 | 65,756,583 |
| assets | | | | |
+----------------+--------+--------+--------------+------------+
| | | | | |
+----------------+--------+--------+--------------+------------+
| Current | | | | |
| liabilities | | | | |
+----------------+--------+--------+--------------+------------+
| Amounts | | | 15,978 | 957,828 |
| due to | | | | |
| brokers | | | | |
+----------------+--------+--------+--------------+------------+
| Interest | | | - | 750,000 |
| bearing | | | | |
| loans | | | | |
+----------------+--------+--------+--------------+------------+
| Creditors | | | 348,420 | 740,603 |
| and | | | | |
| accrued | | | | |
| expenses | | | | |
+----------------+--------+--------+--------------+------------+
| | | | 364,398 | 2,448,431 |
+----------------+--------+--------+--------------+------------+
| | | | | |
+----------------+--------+--------+--------------+------------+
| Net | | | 39,765,021 | 63,308,152 |
| assets | | | | |
+----------------+--------+--------+--------------+------------+
| | | | | |
+----------------+--------+--------+--------------+------------+
| Shareholders | | | | |
| equity | | | | |
+----------------+--------+--------+--------------+------------+
| Called | | | 11,888,325 | 12,393,708 |
| up | | | | |
| share | | | | |
| capital | | | | |
+----------------+--------+--------+--------------+------------+
| Share | | | 42,696,509 | 42,894,039 |
| premium | | | | |
+----------------+--------+--------+--------------+------------+
| Capital | | | 1,246,500 | 1,246,500 |
| redemption | | | | |
| reserve | | | | |
+----------------+--------+--------+--------------+------------+
| Other | | | (16,066,313) | 6,773,905 |
| reserves | | | | |
+----------------+--------+--------+--------------+------------+
| | | | | |
+----------------+--------+--------+--------------+------------+
| Total | | | 39,765,021 | 63,308,152 |
| equity | | | | |
| shareholders | | | | |
| funds | | | | |
+----------------+--------+--------+--------------+------------+
| | | | | |
+----------------+--------+--------+--------------+------------+
| Net | | | GBP1.67 | GBP2.55 |
| Asset | | | | |
| Value | | | | |
| per | | | | |
| Share | | | | |
| - | | | | |
| basic | | | | |
| and | | | | |
| diluted | | | | |
+----------------+--------+--------+--------------+------------+
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2009
(Expressed in pounds sterling)
+------------+--------+--------+--------------+--------------+
| | | | 2009 | 2008 |
+------------+--------+--------+--------------+--------------+
| | | | GBP | GBP |
+------------+--------+--------+--------------+--------------+
| | | | | |
+------------+--------+--------+--------------+--------------+
| Equity | | | 63,308,152 | 81,904,367 |
| at | | | | |
| beginning | | | | |
| of year | | | | |
+------------+--------+--------+--------------+--------------+
| | | | | |
+------------+--------+--------+--------------+--------------+
| Loss | | | (21,819,627) | (18,251,555) |
| for | | | | |
| the | | | | |
| year | | | | |
+------------+--------+--------+--------------+--------------+
| | | | | |
+------------+--------+--------+--------------+--------------+
| Total | | | (21,819,627) | (18,251,555) |
| recognised | | | | |
| income and | | | | |
| expenses | | | | |
+------------+--------+--------+--------------+--------------+
| | | | | |
+------------+--------+--------+--------------+--------------+
| Issued | | | | |
| share | | | | |
| capital | | | | |
| during | | | | |
| year | | | | |
+------------+--------+--------+--------------+--------------+
| - | | | - | 25,683,185 |
| Ordinary | | | | |
| shares | | | | |
+------------+--------+--------+--------------+--------------+
| | | | | |
+------------+--------+--------+--------------+--------------+
| | | | - | 25,683,185 |
+------------+--------+--------+--------------+--------------+
| | | | | |
+------------+--------+--------+--------------+--------------+
| Cancelled | | | | |
| / | | | | |
| converted | | | | |
| share | | | | |
| capital | | | | |
| during | | | | |
| year | | | | |
+------------+--------+--------+--------------+--------------+
| - | | | (1,723,504) | (89,886) |
| Ordinary | | | | |
| shares | | | | |
+------------+--------+--------+--------------+--------------+
| - C | | | - | (25,937,959) |
| Shares | | | | |
+------------+--------+--------+--------------+--------------+
| | | | | |
+------------+--------+--------+--------------+--------------+
| | | | (1,723,504) | (26,027,845) |
+------------+--------+--------+--------------+--------------+
| | | | | |
+------------+--------+--------+--------------+--------------+
| Equity | | | 39,765,021 | 63,308,152 |
| at end | | | | |
| of | | | | |
| year | | | | |
+------------+--------+--------+--------------+--------------+
| | | | | |
+------------+--------+--------+--------------+--------------+
| | | | | |
+------------+--------+--------+--------------+--------------+
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2009
(Expressed in pounds sterling)
+---------------------+--------+--------+-------------+-------------+
| | | | 2009 | 2008 |
+---------------------+--------+--------+-------------+-------------+
| | | | GBP | GBP |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| Net | | | | |
| cash | | | 2,523,265 | (5,232,501) |
| inflow/(outflow) | | | | |
| from operating | | | | |
| activities | | | | |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| Financing | | | | |
| Activities | | | | |
+---------------------+--------+--------+-------------+-------------+
| Cancellation | | | (1,663,504) | (344,659) |
| of shares | | | | |
+---------------------+--------+--------+-------------+-------------+
| Proceeds | | | 6,400,000 | 750,000 |
| of | | | | |
| borrowings | | | | |
+---------------------+--------+--------+-------------+-------------+
| Repayment | | | (7,150,000) | - |
| of | | | | |
| borrowings | | | | |
+---------------------+--------+--------+-------------+-------------+
| Cash | | | (2,413,504) | 405,341 |
| flow | | | | |
| from | | | | |
| financing | | | | |
| activities | | | | |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| Net | | | | |
| increase/(decrease) | | | 109,761 | (4,827,160) |
| in cash and cash | | | | |
| equivalents | | | | |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| Cash | | | 792,292 | 5,593,509 |
| and | | | | |
| cash | | | | |
| equivalents | | | | |
| at | | | | |
| beginning | | | | |
| of year | | | | |
+---------------------+--------+--------+-------------+-------------+
| Exchange | | | 4,044 | 25,943 |
| movements | | | | |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| Cash | | | 906,097 | 792,292 |
| and | | | | |
| cash | | | | |
| equivalents | | | | |
| at end of | | | | |
| year | | | | |
+---------------------+--------+--------+-------------+-------------+
NOTES
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 full accounts
for the year ended 31 March 2009 ("Annual Report). Copies of the Annual Report
will be sent to shareholders shortly, together with a circular, containing
details of a proposed waiver of the Rule 9 provisions of the City Code on
Takeovers and Mergers which also contains the Notice convening the Company's
Annual General Meeting to be held at 10.00 a.m. on 2 September 2009.
The Annual Report and Circular will be available to view and download at the
Company's website www.oryxinternationalgrowthfund.co.uk and copies may also be
obtained from the Company's registered office at BNP Paribas House, 1 St
Julian's Avenue, St Peter Port, Guernsey GY1 1WA.
2. Accounting Policies
Basis of Accounting
The financial statements of the Company have been prepared in accordance with
International Financial Reporting Standards ("IFRS"), which comprise standards
and interpretations approved by the International Accounting Standards Board
(the "IASB"), and International Accounting Standards and Standing
Interpretations Committee interpretations approved by the International
Accounting Standards Committee ("IASC") that remain in effect, together with
applicable legal and regulatory requirements of Guernsey Law.
The financial statements have been prepared on the historical cost basis except
for the inclusion at fair value of certain financial instruments. The principal
accounting policies are set out below. The preparation of financial statements
in conformity with International Financial Reporting Standards requires the
Company to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting year.
Adoption of new standards
The Directors believe that any pronouncements which are in issue but not yet
operative or adopted by the Company will not have a material impact on the
financial statements of the Company.
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 through
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 on trade date, all instruments
classified as fair value through profit or loss are measured at fair value with
changes in their fair value recognised in the 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 are valued in accordance with the International Private
Equity and Venture Capital Association (IPEVCA) guidelines. Their valuation
includes all factors that market participants would consider in setting a price.
The primary valuation techniques employed to value the unlisted investments are
earnings multiples, recent transactions and the net asset basis. Cost is also
considered appropriate for early stage investments. The relevance of this
methodology can be eroded over time and in these cases the carrying values will
be adjusted to reflect fair value.
For certain of the Group's financial instruments, including cash and cash
equivalents, interest and 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.
c) Other receivables
Other receivables do not carry any interest and are short term in nature and
are accordingly stated at their
amortised cost as reduced by
appropriate allowances for impairment.
d) Cash and cash equivalents
Cash and cash equivalents consist of 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
amortised cost.
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.
k) Consolidation
These consolidated financial statements comprise the financial statements of the
Company and its wholly owned subsidiary undertakings, Baltimore plc and American
Opportunity Trust PLC, both UK regulated. 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 | | GBP |
| | | | | | Shares | | |
+------------------------+--------+--+----------+---+-------------+--+---------------+
| Authorised: | | | | | | | |
+------------------------+--------+--+----------+---+-------------+--+---------------+
| Ordinary shares of 50p | | | | | 90,000,000 | | 45,000,000 |
| each | | | | | | | |
+------------------------+--------+--+----------+---+-------------+--+---------------+
| | | | | | | | |
+------------------------+--------+--+----------+---+-------------+--+---------------+
b) Ordinary Shares Issued - 1 April 2008 to 31 March 2009
+--------------------+--------------+-------------+--+-------------+--+---------------+
| Ordinary Shares of | | Number | | Share | | Share Premium |
| 50p each and | | of | | Capital | | GBP |
| Management Shares | | Shares | | GBP | | |
| of 50p each | | | | | | |
+--------------------+--------------+-------------+--+-------------+--+---------------+
| At 1 April 2008 | | 24,787,416 | | 12,393,708 | | 42,894,039 |
+--------------------+--------------+-------------+--+-------------+--+---------------+
| Cancellation of | | (1,010,767) | | (505,383) | | (197,530) |
| shares | | | | | | |
+--------------------+--------------+-------------+--+-------------+--+---------------+
| At 31 March 2009 | | 23,776,649 | | 11,888,325 | | 42,696,509 |
+--------------------+--------------+-------------+--+-------------+--+---------------+
c) Ordinary Shares Issued - 1 April 2007 to 31 March 2008
+--------------------+--------------+------------+--+-------------+--+---------------+
| Ordinary Shares of | | Number | | Share | | Share Premium |
| 50p each and | | of | | Capital | | GBP |
| Management Shares | | Shares | | GBP | | |
| of 50p each | | | | | | |
+--------------------+--------------+------------+--+-------------+--+---------------+
| At 1 April 2007 | | 16,252,774 | | 8,126,387 | | 21,568,061 |
+--------------------+--------------+------------+--+-------------+--+---------------+
| Conversion of C | | 8,567,328 | | 4,283,664 | | 21,399,521 |
| shares | | | | | | |
+--------------------+--------------+------------+--+-------------+--+---------------+
| Cancellation of | | (32,686) | | (16,343) | | (73,543) |
| shares | | | | | | |
+--------------------+--------------+------------+--+-------------+--+---------------+
| At 31 March 2008 | | 24,787,416 | | 12,393,708 | | 42,894,039 |
+--------------------+--------------+------------+--+-------------+--+---------------+
+-------------------+-------------+--------------+--+--------------+--+---------------+
| C Shares of 50p | | | | | | |
| each | | | | | | |
+-------------------+-------------+--------------+--+--------------+--+---------------+
| At 1 April 2007 | | 25,024,445 | | 12,512,223 | | 13,425,736 |
+-------------------+-------------+--------------+--+--------------+--+---------------+
| Conversion of C | | (24,774,668) | | (12,387,334) | | (13,295,852) |
| shares | | | | | | |
+-------------------+-------------+--------------+--+--------------+--+---------------+
| Cancellation of | | (249,777) | | (124,889) | | (129,884) |
| shares | | | | | | |
+-------------------+-------------+--------------+--+--------------+--+---------------+
| At 31 March 2008 | | - | | - | | - |
+-------------------+-------------+--------------+--+--------------+--+---------------+
After the year end the Company has repurchased for cancellation a further
930,824 shares at an average cost of GBP1.468 per share.
4. 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 GBP21,819,627 (2008 - loss GBP18,251,555) and the weighted average
number of shares in issue during the year of 24,318,802 shares (2008 -
20,529,829 shares). In accordance with IAS 33 - Earnings per Share, the diluted
earnings per share is also disclosed. At 31 March 2009 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 GBP39,765,021 (2008 - GBP63,308,152) and the number of shares in issue
at the year end of 23,776,649 shares (2008 - 24,787,416 shares). The diluted Net
Asset Value per share is also disclosed. At 31 March 2009 there was no
difference in the diluted Net Asset Value per share calculation for the Ordinary
Shares.
Enquiries:
Sara Radford
BNP Paribas Fund Services (Guernsey) Limited Tel: 01481 750858
Alastair Moreton
Hannah Pearce
Arbuthnot Securities Limited Tel: 020 7012 2000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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