k) Consolidation
These consolidated financial statements comprise the financial
statements of the Company and its wholly owned subsidiary
undertakings, Baltimore plc and American Opportunity Trust PLC,
both UK registered. Subsidiaries are those entities controlled by
the Company. Control exists when the Company has the power to
govern the financial and operating policies of an entity so as to
obtain benefits from its activities.
The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control
commences until the date that control ceases. The financial
statements have been prepared using uniform accounting policies for
like transactions and other events in similar circumstances. All
intra-group balances and transactions are eliminated in full in
preparing the consolidated financial statements.
Baltimore plc liquidated on 21(st) March 2011.
l) Operating Segments
IFRS 8 'Operating segments' requires a 'management approach',
under which segment information is presented on the same basis as
that used for internal reporting purposes.
The Board has considered the requirements of IFRS 8 'Operating
Segments', and is of the view that the Company and its subsidiaries
are engaged in a single segment of business, being investment in
small and mid-sized companies. The Board, as a whole, has been
determined as constituting the chief operating decision maker of
the Group, The key measure of performance used by the Board to
assess the Group's performance and to allocate resources is the
total return on the Group's net asset value, as calculated under
IFRS, and therefore no reconciliation is required between the
measure of profit or loss used by the Board and that contained in
the financial statements. The Board of Directors is charged with
setting the Group's investment strategy in accordance with the
Prospectus.
They have delegated the day to day implementation of this
strategy to its Investment Adviser but retain responsibility to
ensure that adequate resources of the Group are directed in
accordance with their decisions. The Investment decisions of the
Investment Adviser are reviewed on a regular basis to ensure
compliance with me policies and legal responsibilities of the
Board. The Investment Adviser has been given full authority to act
on behalf of the Group, including the authority to purchase and
sell securities and other Investments on behalf of the Group and to
carry out other actions as appropriate to give effect thereto,
Whilst the Investment Adviser may make the investment decisions on
a day to day basis re the allocation of funds to different
Investments, any changes to the investment strategy or major
allocation decisions have to be approved by the Board, even though
they may be proposed by the Investment Adviser, The Board therefore
retains full responsibility as the major allocations decisions made
on an ongoing basis, The Investment Adviser will always act in
accordance with the Investment Policy and Investment restrictions
set out In the Group's latest Prospectus which cannot be radically
changed without the approval of the Board of Directors or where
relevant, Shareholders.
3. Interest Income
2011 2010
GBP GBP
Interest on bank deposits - 31,341
Interest on fixed income investments
designated at fair value through profit
and loss 311,423 419,969
-------- --------
311,423 451,310
-------- --------
4. Dividends
2011 2010
GBP GBP
Dividend income 879,884 1,766,236
879,884 1,766,236
-------- ----------
5. Management and Investment Adviser's Fee
North Atlantic Value LLP, the Manager and Investment Adviser, is
entitled to a fee of 1.25% on the first GBP15 million of the Net
Asset Value of the Company, and 1% of any excess, payable monthly
in arrears. The agreement can be terminated giving 12 months notice
or immediately should the Manager be placed into receivership or
liquidation. The Manager is entitled to all the fees accrued and
due up to the date of such termination but is not entitled to
compensation in respect of any termination. At 31 March 2011 an
amount of GBP202,563 payable to the Manager (2010 - GBP134,413) was
included in other payables and accrued expenses.
6. Performance Fee
In 2005 the Investment Manager agreed to waive its right to
exercise management options to subscribe for ordinary shares in
exchange for a discretionary bonus of GBP100,000 if the Company
outperforms in any calendar year. The Investment Adviser requested
that a payment of GBP100,000 be paid to North Atlantic Value LLP in
respect of the performance of the Company during the year ended
2011 (2010: nil) in light of the fact that the Company had
outperformed the FTSE Small Cap Index by 7.5% in NAV and 12% in
share price.
This payment was approved by the board and the disclosure is
made in accordance with Listing Rule 11.1.10.
7. Custodian Fee
BNP Paribas Fund Services (Guernsey) Limited was appointed as
Custodian on 1 April 2007 and is entitled to an annual safekeeping
fee based upon the value of investments held plus transactions
fees, subject to a minimum of GBP4,000 per annum. At 31 March 2011
an amount of GBP2,905 payable to the custodian (2010 - GBP1,475)
was included in other payables and accrued expenses.
8. Administration Fees
BNP Paribas Fund Services (Guernsey) Limited was appointed as
Secretary and Administrator on 1 April 2007 and is entitled to an
annual fee at a rate of 0.125% on the first GBP20 million, 0.10% on
the next GBP20 million and 0.075% of any excess of the Gross
Assets, subject to a minimum of GBP50,000 per annum. At 31 March
2011 an amount of GBP9,546 payable to the administrator (2010 -
GBP4,460) was included in other payables and accrued expenses.
9. Directors' Fees and Expenses
With the exception of the Chairman, who is entitled to a fee of
GBP25,000 per annum, each Director is entitled to GBP18,000 per
annum from the Company. In addition, all Directors are entitled
to
reimbursement of travel, hotel and other expenses incurred by
them in course of their duties relating to the Company.
10. Taxation
The Company is eligible for exemption from taxation in Guernsey
under the provisions of the Income Tax (Exempt Bodies) (Guernsey)
Ordinance, 1989. As such, the Company is only liable to pay a fixed
annual fee, currently GBP600.
11. Investments at Fair Value Through Profit and Loss
2011 2010
GBP GBP
Cost at beginning of year 73,387,192 74,189,757
Additions 26,740,038 26,561,718
Disposals (32,971,622) (25,883,608)
Realised losses on investments (3,369,053) (1,480,675)
------------- -------------
Cost at end of year 63,786,555 73,387,192
Unrealised loss on investments (9,319,971) (22,224,694)
------------- -------------
Market Value at end of the year 54,466,584 51,162,498
------------- -------------
Representing:
2011 2010
GBP GBP
Listed Equities 44,388,567 39,484,704
Listed Fixed Income 560,000 512,000
Unlisted Fixed Income - 2,949,907
Unlisted Warrants - 269,608
Unlisted Equities 9,518,017 7,946,279
----------- -----------
54,466,584 51,162,498
----------- -----------
12. Share Capital and Share Premium
a) Authorised Share Capital
Number of
Shares GBP
Authorised:
Ordinary shares of
50p each 90,000,000 45,000,000
----------- -----------
b) Ordinary Shares Issued - 1 April 2010 to 31 March 2011
Ordinary Shares Number Share Capital Share Premium
of 50p each of Shares GBP GBP
At 1 April 2010 22,505,823 11,252,912 42,696,509
Cancellation of
shares (1,945,054) (972,527) -
------------ -------------- --------------
At 31 March 2011 20,560,769 10,280,385 42,696,509
------------ -------------- --------------
Ordinary Shares Issued - 1 April 2009 to 31 March 2010
Ordinary Shares Number Share Capital Share Premium
of 50p each of Shares GBP GBP
At 1 April 2009 23,776,649 11,888,325 42,696,509
Cancellation of
shares (1,270,826) (635,413) -
------------ -------------- --------------
At 31 March 2010 22,505,823 11,252,912 42,696,509
------------ -------------- --------------
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