TIDMOIG
RNS Number : 0469S
Oryx International Growth Fund Ld
27 November 2012
27 November 2012
FOR IMMEDIATE RELEASE
THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED
ANNOUNCES UNAUDITED HALF-YEARLY RESULTS FOR THE SIX MONTH PERIOD
ENDED 30 SEPTEMBER 2012
CORPORATE SUMMARY
INVESTMENT OBJECTIVE
The investment objective of Oryx International Growth Fund
Limited (the "Company") is to seek to generate consistently high
absolute returns whilst maintaining a low level of risk for
Shareholders.
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.
STRUCTURE
The Company is an authorised closed-ended investment company
incorporated in Guernsey on 2 December 1994. The Company's shares
have been admitted to the Official List and to trading on the main
market of the London Stock Exchange. The issued capital during the
period comprises the Company's Ordinary Shares.
INVESTMENT MANAGER AND INVESTMENT ADVISER
The Investment Manager and the Investment Adviser during the
period was Harwood Capital LLP (formerly named North Atlantic Value
LLP), a United Kingdom limited liability partnership incorporated
under the Limited Partnerships Act 2000 (partnership number
OC304213) and regulated by the Financial Services Authority.
DIRECTORS
NIGEL CAYZER (Chairman) CHRISTOPHER MILLS
British British
Nigel Cayzer is Chairman of Aberdeen Christopher Mills is Chief Executive
Asian Smaller Companies Investment Officer of Harwood Capital LLP.
Trust PLC. He is also a director He is also Chief Executive and
of a number of private companies. Investment Manager of North Atlantic
He was Chairman of the Oriel Group Smaller Companies Investment Trust
PLC from 1989 until 1998, a non-executive plc, "NASCIT". NASCIT is winner
director of Caledonia Investments of numerous Micropal and S&P Investment
PLC from 1986 until 2002, the Alliance Trust awards.
Housing Bank SAOG from 1998 until
2006 and Chairman of the Oryx Fund
Ltd from 1994 until 2004.
SIDNEY CABESSA JOHN RADZIWILL
French British
Sidney Cabessa is also a director John Radziwill is currently a director
of Club-Sagem and Mercator. Mr of International Assets Holding
Cabessa was Chairman of CIC Finance Corp, Lionheart Partners, Inc.,
an Investment Fund and a subsidiary USA Micro Cap Value Co. Ltd, Goldcrown
of French banking group, CIC - Group Limited and Baltimore (Bermuda)
Credit Mutuel and was previously Ltd (formerly Acquisitor Holdings
a Director of other Investment Ltd) and Baltimore (Guernsey) Ltd
companies. (formerly New York Holdings Ltd).
In the past ten years, he also
served as a director of Acquisitor
Plc, Air Express International
Corp., Radix Ventures Inc and Radix
Organisation Inc. Mr Radziwill
is a member of the Bar of England
and Wales.
WALID CHATILA JOHN GRACE
Canadian New Zealander
Walid Chatila has more than 11 John Grace is actively involved
years of international audit and in the management of several global
special assignment experience in businesses including asset management,
the Middle East and North America. financial services, and real estate.
He is a Certified Public Accountant He is a Director and Founder of
(Texas 1984) and a Chartered Accountant Sterling Grace International Ltd.
(Ontario 1991). From 1994 to 2006 Sterling Grace manages investments
he was the Finance Director of for high net-worth investors, institutions
Emirates Holdings in Abu Dhabi, and investment partnerships. The
United Arab Emirates, and between company is active in global money
2006 and 2011, he assumed the role management, financial services,
of General Manager of Al Nowais private equity and real estate
Investment LLC. He is currently investments. Mr Grace is also Chairman
the General Manager of Arab Development of Trustees Executors Holdings
Establishment in Abu Dhabi. Ltd, the premier and oldest New
Zealand trust company established
in 1882. It is the market leader
in the corporate trust business.
Its clients include government
divisions, corporations and banks.
The company is active in wholesale
financial services including trust
accounting, securities custody
and mutual fund registry. It is
also actively engaged in the personal
trust business. Mr Grace graduated
from Georgetown University. Mr
Grace has served as a director
of numerous public companies and
charities. He currently supports
genetic research and education
initiatives in science at the University
of Lausanne.
RUPERT EVANS
British
Rupert Evans is a Guernsey Advocate
and was a partner in the firm of
Ozannes between 1982 and 2003,
since then he has been a consultant
to Ozannes (now Mourant Ozannes).
He is a non-executive director
of a number of other investment
companies some of which are quoted
on recognised stock exchanges.
He is a Guernsey resident.
CHAIRMAN'S STATEMENT
As the investment manager has reported, market conditions
continue to be difficult with numerous challenges facing both the
UK and the international markets. Against this background, I am
pleased to report that, for the six months ended 30th September
2012, net asset value per share rose by 4.6%. This is in line with
the rise in the FTSE Small Cap Index and follows on from the strong
performance last year when the NAV rose by 11%.
The Board continues with its policy of acquiring shares when the
discount allows and during the period 429,653 shares were purchased
for cancellation at a discount to the net asset value thereby
benefiting all shareholders.
The investment philosophy of Harwood Capital LLP is based on
identifying potential value in underperforming companies and then
realising that value through positive action. As Harwood Capital
LLP state in the Investment Adviser's report, there is considerable
potential activity within the portfolio and we look forward to
seeing this coming to fruition in the near future.
In line with our stated policy, no dividend will be paid for the
period.
Nigel Cayzer
Chairman
26 November 2012
INVESTMENT ADVISER'S REPORT
During the six months under review the net asset value per share
of the Fund rose by 4.6% as against a rise in the FTSE Small Cap
Index of 2.4%.
Quoted Portfolio:
During the period there was considerable activity with major new
investments in Bioquell, Mecom, IFG, Omega and Service Power. This
was offset by sales in RPC, BBA, Green Compliance and a partial
sale in Eckoh.
Stocks that performed notably well during the period included
RPC (10% prior to sale): CVS +10%; Augean (+10%); Eckoh (+30%);
Bioquell (+8%); Omega (+30%); Assetco (+50%) and Catalyst Media
(+25%). Companies that underperformed include Quarto (-6%) and
Mecom (-35%) although we expect a major recovery in Mecom, as the
Company moves to maximise shareholder value over the next few
months. Performance was also adversely impacted by the relatively
high level of cash balances held during the period of approximating
11% of assets.
Unquoted Portfolio:
Unquoted amount to approximately 15% of the portfolio and fell a
modest 2% during the period, as it was necessary to write off
Indicant due to poorer than expected trading. It is however
pleasing to note that all of the three largest unquoted holdings
(Nastor/Celsis, Bionostic and Orthoproducts) are trading in line or
are ahead of expectations.
Furthermore, investment banks have been appointed to realise all
or part of these investments over the next six months. Although it
is still too early to predict the outcome, we believe that, taken
as a whole, there could be a good uplift from current
valuations.
Conclusion:
The stock market is in a trading range and there are no obvious
reasons to believe that this will change in the near future.
Underlying demand remains subdued as real disposable incomes fall,
unemployment continues to rise whilst corporate profit margins
appear to have peaked. Against this background it is unlikely that
profits will grow and, indeed, many even fall.
The stock market is supported by further quantitative easing
which is unsustainable in the long term whilst low interest rates
are unlikely to persist unless economies deteriorate still
further.
Our investment policy remains focussed around identifying under
valued companies which can create shareholder value, despite the
current economic uncertainties.
Harwood Capital LLP
26 November 2012
TEN LARGEST EQUITY HOLDINGS
as at 30 September 2012
CVS Group Plc
Cost GBP3,306,064 (3,400,000 shares)
Market value GBP5,032,000 representing 8.33% of Net Asset
Value
The company owns the dominant chain of veterinary practices in
the United Kingdom. The company has grown both organically through
adding new services such as on line pet medication products and
through acquisitions. The veterinary practice industry is highly
fragmented and CVS is therefore well placed to acquire businesses
at favourable prices and improve profitability as a result of
superior buying power. The company's current debt is modest and the
business generates substantial free cash flow. Recent profits have
been in excess of market expectation and the shares have performed
well.
Gleeson (M.J.) Group Plc
Cost GBP7,118,533 (3,500,000 shares)
Market value GBP4,655,000 representing 7.71% of Net Asset
Value
The company operates two divisions, Gleeson Houses and Strategic
Land. Following a number of difficult years, the business is now
profitable with no debt and substantial cash balances. Poor sites
bought by the previous management team are being worked through and
the company is optimistic about its future prospects. Recent
results have been encouraging and the outlook is favourable.
Guinness Peat Group Plc
Cost GBP4,947,216 (15,000,000 shares)
Market value GBP4,205,476 representing 6.97% of Net Asset
Value
The company is an investment holding company which is in
liquidation and which is expected to take about another eighteen
months. Recently the company has sold a number of businesses at
good prices and we believe the ultimate break up value will be
significantly in excess of the current share price.
Bioquell Plc
Cost GBP3,586,360 (3,000,000 shares)
Market value GBP3,960,000 representing 6.56% of Net Asset
Value
Is the market leader in the United Kingdom providing tests and
measurement services to a variety of specialised components in the
aerospace and electronic industries. The company is also a world
leader in decontaminating pharmaceutical production facilities. The
company is currently introducing a number of new products which
could accelerate profit growth over the next few years.
IFG Group Plc
Cost GBP3,544,991 (3,000,000 shares)
Market value GBP3,370,040 representing 5.58% of Net Asset
Value
The company provides personal financial services such as pension
fund administration and personal advisory investment advice.
Through a subsidiary, James Hay, the company is one of the largest
UK SIPP providers. The company has no debt and over third of its
share price is net cash, which is being used to repurchase 20% of
the outstanding share capital. Assets under advice amount to circa
GBP12bn which compares with a market cap excluding cash of only
GBP100m.
AssetCo Plc
Cost GBP2,600,000 (1,050,000 shares)
Market value GBP3,097,500 representing 5.13% of Net Asset
Value
The company provides fire services to the government of Abu
Dhabi. Unprofitable contracts in London and Lincolnshire have now
been disposed of and the group is profitable. Future progress will
depend on winning additional contracts in the Middle East.
Catalyst Media Group Plc
Cost GBP1,444,779 (3,125,000 shares)
Market value GBP2,843,750 representing 4.71% of Net Asset
Value
The company owns a 21% interest in SIS, the largest provider of
broadcasting services to the brook making industry. Catalyst is
substantially profitable, has no debt and has recently commenced
paying dividends.
Orthoproducts Limited
Cost GBP1,206,964 (319,000 shares)
Market value GBP2,791,250 representing 4.62% of Net Asset
Value
Orthoproducts is one of only two companies in the world that
produces specialist plastics for the orthopaedic industry. The
company had a good year in the twelve months to end March 2012 and
the medium term outlook is most encouraging.
Quarto Group Inc
Cost GBP2,332,014 (1,935,000 shares)
Market value GBP2,709,000 representing 4.49% of Net Asset
Value
The company is the largest co-education publishing business in
the world and also publishes a range of "how to" books. The
company's performance has in recent years been at best mediocre but
we continue to believe there is substantial value in excess of the
current share price in the business.
Celsis AG
Cost GBP1,378,684 (2,879,028 shares)
Market value GBP2,552,081 representing 4.23% of Net Asset
Value
Celsis AG had an excellent year to March 2012 with EBITDA
growing on a proforma basis by nearly 15%. One division was sold at
a favourable multiple which significantly reduced debt and another
non core division is likely to be sold this year thereby allowing
for the majority if not all of the Company's investment to be
returned. Meanwhile, the company's core business, the rapid
detection of pathogens in liquids, continues to have excellent
prospects for growth.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm to the best of their knowledge that:
-- The half-yearly accounts, which have been prepared in
accordance with International Financial Reporting Standards, give a
true and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the undertakings included in
the consolidation taken as a whole as required by DTR 4.2.4R;
-- The Interim Management Report and Investment Adviser's Report
include a fair review of the information required by DTR 4.2.7R
(indication of important events during the first six months and
description of principal risks and uncertainties for the remaining
six months of the year); and
-- The Interim Management Report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related party
transactions and changes therein).
By order of the Board
Walid Chatila Rupert Evans
Director Director
26 November 2012 26 November 2012
INTERIM MANAGEMENT REPORT
Business review
A review of the Company's activities is given in the Corporate
Summary, the Chairman's Statement and the Investment Adviser's
Report.
These unaudited condensed consolidated financial statements
comprise the financial statements of the Company and its wholly
owned subsidiary undertaking Baltimore Capital PLC, which is UK
registered (together "the Group").
Dividend policy
To the extent that any dividends are paid they will be paid in
accordance with any applicable laws and regulations of the UK
Listing Authority and the requirements of the Companies (Guernsey)
Law, 2008, as amended. The Directors do not propose payment of a
dividend (30 September 2011 - Nil, 31 March 2012- Nil).
Capital values
At 30 September 2012 the value of net assets available to
Shareholders was GBP60,375,650 (30 September 2011 - GBP54,175,634,
31 March 2012 - GBP59,062,724) and the Net Asset Value per share
was GBP3.17 (30 September 2011 - GBP2.69, 31 March 2012 -
GBP3.03).
Related party transactions
Related party transactions are disclosed in note 8 to the
unaudited condensed consolidated 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 have remained
substantially unchanged from those applied in the year ended 31
March 2012. The Investment Manager assesses the exposure to market
risk when making each investment decision and monitors the overall
level of market risk on the whole of the investment portfolio on an
ongoing basis.
Currency risk
The functional and presentational currency of the Group is
Sterling and, therefore, the Group's principal exposure to foreign
currency risk comprises investments priced in other currencies,
principally US Dollars. The Investment Manager monitors the Group's
exposure to foreign currencies and reports to the board on a
regular basis. The Investment Manager measures the risk to the
Group of the foreign currency exposure by considering the effect on
the net asset value and income of a movement in the rates of
exchange to which the Group's assets, liabilities, income and
expenses are exposed.
Income denominated in foreign currencies is converted to
Sterling on receipt.
The Group's financial assets comprise fixed and equity
investments, trade receivables and cash balances.
The Group finances its investment activities through the Group's
Ordinary Share capital and reserves. The Group's financial
liabilities comprise trade payables.
Interest rate risk
Interest rate movements may affect:
-- the fair value of the investments in fixed rate securities;
-- the level of income receivable on cash deposits;
-- the interest payable on the Group's variable rate borrowings if any.
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 and preferred shares 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. The Group's maximum
credit risk exposure at the unaudited condensed consolidated
statement of financial position date is represented by the
respective carrying amounts of the financial assets in the
Unaudited Condensed Consolidated Statement of Financial
Position.
There is a risk that the custodians and banks used by the
Company to hold assets and cash balances could fail and that the
Company's assets may not be returned. Associated with this is the
additional risk of fraud or theft by employees of those third
parties. The Board manages this risk through the Investment Manager
monitoring the financial position of those custodians and banks
used by the Company.
The credit ratings of the custodian, BNP Paribas Fund Services
(Guernsey) Limited, are A+ with Standard & Poor's, A2 with
Moody's and A+ with Fitch's.
BY ORDER OF THE BOARD
Walid Chatila, Director Rupert Evans, Director
26 November 2012 26 November 2012
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
for the six month period ended 30 September 2012, expressed in
GBP Sterling
Six months Six months Year ended
ended 30 ended 30 31
September 2012 September 2011 March 2012
(Unaudited) (Unaudited) (Audited)
Notes GBP GBP GBP
Income
Dividends 710,358 673,789 918,010
Other Income - 79,220 79,268
--------------- --------------- ------------
710,358 753,009 997,278
Realised gains on investments 2(g) 355,572 1,052,942 5,252,355
Unrealised gain/(loss) on revaluation of investments 2(g) 2,127,250 (1,967,934) 485,482
(Loss)/gain on foreign currency translation 2(f) (11,085) 16,936 10,981
Total revenue 2,471,737 (898,056) 6,746,096
--------------- --------------- ------------
Expenses
Management and investment adviser's fees 2(j) 307,086 308,899 616,043
Consultancy fees 270,500 - -
Transaction costs 124,572 14,861 95,164
Directors' fees and expenses 2(j) 78,912 83,891 170,405
Audit fees 29,319 23,759 36,294
Administration fees 29,313 29,559 58,416
Legal and professional fees 19,029 64,218 120,986
Registrar and transfer agent fees 12,220 2,841 9,112
Custodian fees 11,239 7,275 20,316
Insurance fees 2,458 5,236 10,500
Regulatory fees 1,792 7,918 -
Printing fees 548 15,563 -
Performance fees - - 100,000
Other expenses 40,175 29,506 55,821
Total expenses 927,163 593,526 1,293,057
--------------- --------------- ------------
Total comprehensive income/(loss) for the period/year before
taxation 2,254,932 (738,573) 5,453,039
Withholding tax on dividends (24,735) (1,688) 1,688
Net income/(loss) for the period/year 2,230,197 (740,261) 5,451,351
--------------- --------------- ------------
Income/(loss) per share - basic and diluted:
Ordinary Share 7 GBP0.12 GBP(0.04) GBP0.28
--------------- --------------- ------------
All items in the above statement are derived from continuing
operations.
The accompanying notes form an integral part of these unaudited
condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
as at 30 September 2012, expressed in GBP Sterling
30 September 30 September 31
March
2012 2011 2012
(Unaudited) (Unaudited) (Audited)
Notes GBP GBP GBP
Non-current assets
Listed investments designated at fair value through profit or
loss (Cost - GBP50,776,696,
30 September 2011 - GBP58,922,871, 31 March 2012 -
GBP46,296,276) 42,303,252 45,059,918 36,590,222
Unlisted investments designated at fair value through profit or
loss (Cost - GBP10,555,922,
30 September 2011 - GBP5,800,928, 31 March 2012 -
GBP10,779,118) 12,322,124 8,375,974 11,650,683
54,625,376 53,435,892 48,240,905
------------- ------------- -------------
Current assets
Cash and cash equivalents 2(d) 6,776,621 - 10,768,581
Dividends and interest receivable 394,827 460,487 183,346
Amounts due from brokers 44,011 668,973 349,299
Other receivables and prepayments 2(c) 10,696 8,806 -
7,226,155 1,138,266 11,301,226
------------- ------------- -------------
Total assets 61,851,531 54,574,158 59,542,131
------------- ------------- -------------
Current liabilities
Other payables and accrued expenses 2(e) 293,382 284,568 451,327
Overdraft - 61,590 -
Amounts due to brokers 1,182,499 52,366 28,080
1,475,881 398,524 479,407
------------- ------------- -------------
Net assets 60,375,650 54,175,634 59,062,724
------------- ------------- -------------
Shareholders' equity
Called up share capital 3 9,516,858 10,070,385 9,731,685
Share premium 3 42,696,509 42,696,509 42,696,509
Capital redemption reserve 1,246,500 1,246,500 1,246,500
Other reserves 4 6,915,783 162,240 5,388,030
Total equity shareholders' funds 60,375,650 54,175,634 59,062,724
Net Asset Value per Share - basic and diluted 7 GBP3.17 GBP2.69 GBP3.03
------------- ------------- -------------
This interim report was approved by the Board of Directors on 26
November 2012 and signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
The accompanying notes form an integral part of these unaudited
condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
for the six month period ended 30 September 2012 (comparative:
year ended 31 March 2012), expressed in
GBP Sterling
Capital
redemption
Notes Share Capital Share Premium reserve Other reserves Total
GBP GBP GBP GBP GBP
Balance at 1 April
2011 10,280,385 42,696,509 1,246,500 1,658,501 55,881,895
-------------- -------------- ------------ --------------- ------------
Total Comprehensive
Income For the Year - - - 5,451,351 5,451,351
-------------- -------------- ------------ --------------- ------------
Transactions with owners,
recorded directly in
equity
Contributions, redemptions
and distributions to
shareholders
3,
- Cancellation of shares 4 (548,700) - - (1,721,822) (2,270,522)
Total transactions
with owners (548,700) - - (1,721,822) (2,270,522)
-------------- -------------- ------------ --------------- ------------
Balance at 31 March
2012 (Audited) 9,731,685 42,696,509 1,246,500 5,388,030 59,062,724
-------------- -------------- ------------ --------------- ------------
Capital
redemption
Notes Share Capital Share Premium reserve Other reserves Total
GBP GBP GBP GBP GBP
Balance at 1 April
2012 9,731,685 42,696,509 1,246,500 5,388,030 59,062,724
-------------- -------------- ------------ --------------- -----------
Total Comprehensive
Income For the Period - - - 2,230,197 2,230,197
-------------- -------------- ------------ --------------- -----------
Transactions with owners,
recorded directly in
equity
Contributions, redemptions
and distributions to
shareholders
3,
- Cancellation of shares 4 (214,827) - - (702,444) (917,271)
Total transactions
with owners (214,827) - - (702,444) (917,271)
-------------- -------------- ------------ --------------- -----------
Balance at 30 September
2012 (Unaudited) 9,516,858 42,696,509 1,246,500 6,915,783 60,375,650
-------------- -------------- ------------ --------------- -----------
The accompanying notes form an integral part of these unaudited
condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the six month period ended 30 September 2012, expressed in
GBP Sterling
Six months Six months Year
ended ended Ended
30 September 30 September 31 March
2012 2011 2012
(Unaudited) (Unaudited) (Audited)
Notes GBP GBP GBP
Net cash (outflow)/inflow from operating activities 5 (3,063,604) 6,729 12,147,377
------------- ------------- ------------
Financing Activities
Cancellation of shares (917,271) (966,000) (2,270,522)
Cash outflow from financing activities (917,271) (966,000) (2,270,522)
------------- ------------- ------------
Net (decrease)/increase in cash and cash equivalents (3,980,875) (959,271) 9,876,855
Cash and cash equivalents at beginning of period/year 10,768,581 880,745 880,745
Effect of exchange rate fluctuations on cash and cash equivalents (11,085) 16,936 10,981
Cash and cash equivalents at end of period/year 6,776,621 (61,590) 10,768,581
------------- ------------- ------------
The accompanying notes form an integral part of these unaudited
condensed consolidated financial statements.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED 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 Company was listed on the London
Stock Exchange on 3 March 1995.
The Company is a Guernsey Authorised Closed-Ended Investment
Scheme and is subject to the Authorised Closed-Ended Investment
Scheme Rules 2008.
The investment activities of the Company are managed by Harwood
Capital LLP, formerly named North Atlantic Value LLP, ('the
Investment Manager') and the administration of the Company is
delegated to BNP Paribas Fund Services (Guernsey) Limited ('the
Administrator').
2. Accounting Policies
Basis of Preparation
The financial statements of the Company are prepared in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union and International
Accounting Standards and Standing Interpretations Committee
interpretations approved by the International Accounting Standards
Committee ("IASC") that remain in effect, together with applicable
legal and regulatory requirements of Guernsey Law. The condensed
consolidated set of financial statements included in this
half-yearly financial report are unaudited and have been prepared
in accordance with International Accounting Standard (IAS) 34,
Interim Financial Reporting. The same accounting policies,
presentation and methods of computation are followed in the
condensed consolidated set of financial statements as applied in
the Company's latest annual audited financial statements.
These unaudited condensed consolidated financial statements
comprise the financial statements of the Company and its wholly
owned subsidiary undertaking Baltimore Capital PLC, which is UK
registered (together "the Group"). Baltimore Capital PLC is
currently in liquidation. 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 the subsidiary 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 condensed consolidated financial statements.
The Directors believe it is appropriate to adopt the going
concern basis in preparing the unaudited condensed consolidated
financial statements as, after due consideration, the Directors
consider that the Group has adequate resources to continue in
operational existence for the foreseeable future.
The unaudited condensed consolidated financial statements have
been prepared on the historical cost basis except for the inclusion
at fair value of certain financial instruments. The principal
accounting policies are set out below. The preparation of financial
statements in conformity with International Financial Reporting
Standards requires the Company to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. It also requires
the Board of Directors to exercise its judgement in the process of
applying the Company's accounting policies.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and
interpretations are not yet effective for the period ended 30
September 2012, and have not been applied in preparing these
financial statements. None of these will have an effect on the
financial statements of the Group, with the exception of the
following:
IFRS 9 Financial Instruments, published on 12 November 2009 as
part of phase I of the IASB's comprehensive project to replace IAS
39, deals with classification and measurement of financial
assets.
The requirements of this standard represent a significant change
from the existing requirements in IAS 39 in respect of financial
assets. The standard contains two primary measurement categories
for financial assets: amortised cost and fair value. A financial
asset would be measured at amortised cost if it is held within a
business model whose objective is to hold assets in order to
collect contractual cash flows, and the asset's contractual terms
give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal outstanding. All other
financial assets would be measured at fair value. The standard
eliminates the existing IAS 39 categories of held to maturity,
available for sale and loans and receivables. For an investment in
an equity instrument which is not held for trading, the standard
permits an irrevocable election, on initial recognition, on an
individual share-by-share basis, to present all fair value changes
from the investment in other comprehensive income. No amount
recognised in other comprehensive income would ever be reclassified
to profit or loss at a later date. However, dividends on such
investments are recognised in profit or loss, rather than other
comprehensive income unless they clearly represent a partial
recovery of the cost of the investment. Investments in equity
instruments in respect of which an entity does not elect to present
fair value changes in other comprehensive income would be measured
at fair value with changes in fair value recognised in profit or
loss.
The standard requires that derivatives embedded in contracts
with a host that is a financial asset within the scope of the
standard are not separated; instead the hybrid financial instrument
is assessed in its entirety as to whether it should be measured at
amortised cost or fair value.
IFRS 10 - Consolidated Financial Statements, IFRS 12 -
Disclosure of Interests in Other Entities, IFRS 13 - Fair Value
Measurements were issued by the IASB in May 2011.
Amendments to IFRS 7 - Financial Instruments: Disclosures and
IFRS 9 Financial Instruments were issued by the IASB in December
2011.
All of these standards are effective for annual periods
beginning on or after 1 January 2013. The Group is currently in the
process of assessing the impact, if any, of these standards on the
Group's financial statements. All of these standards have not yet
been endorsed by the EU.
Adoption of new standards
There were no new standards which came into force for periods
commencing 1 April 2012.
The adoption of these standards did not have a material impact
on the financial statements of the Company.
The Directors believe that other pronouncements which are in
issue but not yet operative or adopted by the Company will not have
a material impact on the financial statements of the Company.
a) Income Recognition
Dividend income is recognised when the right to receive income
is established. Usually this is the ex-dividend date for equity
securities. Deposit interest is accrued on a day-to-day basis. Loan
interest is accounted for using the effective interest method. All
income is shown gross of any applicable withholding tax.
b) Financial Assets
Classification
All investments of the Company, together with its subsidiary
('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.
Fair value measurement principles
Financial assets are measured initially at fair value being the
transaction price. Subsequent to initial recognition on trade date,
all assets classified as fair value through profit or loss are
measured at fair value with changes in their fair value recognised
in the Unaudited Condensed Consolidated Statement of Comprehensive
Income. Transaction costs are separately disclosed in the Unaudited
Condensed Consolidated Statement of Comprehensive Income.
Listed investments have been valued at the bid market price
ruling at the unaudited condensed consolidated statement of
financial position date. In the absence of the bid market price,
the closing price has been taken, or, in either case, if the market
is closed on the unaudited condensed consolidated statement of
financial position date, the bid market or closing price on the
preceding business day.
Fair Value of unlisted investments are derived in accordance
with the International Private Equity and Venture Capital Board
(IPEVCB) guidelines. Their valuation includes all factors that
market participants would consider in setting a price. The primary
valuation techniques employed to value the unlisted investments are
earnings multiples, recent transactions and the net asset basis.
Cost is considered appropriate for early stage investments. The
relevance of this methodology can be eroded over time and in these
cases the carrying values will be adjusted to reflect fair
value.
For certain of the Group's financial instruments, including cash
and cash equivalents, interest and dividends and interest
receivable and amounts due to and from broker, the carrying amounts
approximate fair value due to their immediate or short-term
maturity.
Derecognition of financial assets occur when the rights to
receive cash flows from financial instruments expire or are
transferred and substantially all of the risks and rewards of
ownership have been transferred.
Fair value measurement should be determined based on assumptions
that market participants would use in pricing an asset or
liability. As a basis for considering market participant
assumptions, IFRS 7 establishes a fair value hierarchy that gives
the highest priority to unadjusted quoted prices in active markets
(Level 1) and lowest priority to unobservable inputs (Level 3). The
three levels of the value hierarchy are as follows.
Level 1: Inputs that reflect unadjusted quoted prices in active
markets for identical assets or liabilities that the Company has
the ability to access at the measurement date;
Level 2: Inputs reflect quoted prices of similar assets and
liabilities in active markets and quoted prices of identical assets
and liabilities in markets that are considered to be inactive, as
well as inputs other than quoted prices that are observable for the
asset or liability either directly or indirectly; and
Level 3: Inputs that are unobservable for the asset or liability
and reflect the Investment Manager's own assumptions in accordance
with the accounting policies disclosed within note 2 to the
unaudited condensed consolidated financial statements.
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 with original maturities of less than three
months.
e) Other Payables and Accrued Expenses
Other payables and accrued expenses are not interest bearing and
are stated at their amortised cost.
f) Foreign Currency Translation
Items included in the Group's unaudited condensed consolidated
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 unaudited condensed consolidated
statement of financial position 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 Unaudited Condensed Consolidated
Statement of Comprehensive Income.
g) Realised and Unrealised Gains and Losses
Realised gains and losses arising on the disposal of investments
are calculated by reference to the cost attributable to those
investments and the sales proceeds, and are included in the
Unaudited Condensed Consolidated Statement of Comprehensive Income.
Unrealised gains and losses arising on investments held at the
unaudited condensed consolidated statement of financial position
date are also included in the Unaudited Condensed Consolidated
Statement of Comprehensive Income.
h) Financial Liabilities
All bank loans and borrowings are initially recognised at cost,
being the fair value of the consideration received, less issue
costs where applicable. After initial recognition, all interest
bearing loans and borrowings are subsequently measured at amortised
cost. Any difference between cost and redemption value has been
recognised in the Unaudited Condensed Consolidated Statement of
Comprehensive Income over the period of the borrowings on an
effective interest basis.
Financial liabilities are derecognised from the Unuadited
Condensed Consolidated Statement of Financial Position only when
the obligations are extinguished either through discharge,
cancellation or expiration.
i) Equity
Share Capital represents the nominal value of equity shares.
Share Premium represents the excess over nominal value of the
fair value of consideration received for equity shares, net of
expenses of the share issue.
Other Reserves and the Capital Redemption Reserve include all
current and prior results as disclosed in the Unaudited Condensed
Consolidated Statement of Comprehensive Income. Other Reserves also
includes the deduction for the excess of consideration paid over
nominal value on share buy-backs.
j) Expenses
Expenses are recognised in the Unaudited Condensed Consolidated
Statement of Comprehensive Income upon utilisation of the service
or at the date they are incurred.
3. Share Capital and Share Premium
a) Authorised Share Capital
Number of GBP
Shares
Authorised:
Ordinary shares of
50p each 90,000,000 45,000,000
----------- -----------
b) Ordinary Shares Issued - 1 April 2012 to 30 September 2012
Ordinary Shares Number Share Capital Share Premium
of 50p each of Shares GBP GBP
At 1 April 2012 19,463,377 9,731,685 42,696,509
Cancellation of
shares (429,653) (214,827) -
----------- -------------- --------------
At 30 September
2012 19,033,724 9,516,858 42,696,509
----------- -------------- --------------
Ordinary Shares Issued - 1 April 2011 to 31 March 2012
Ordinary Shares Number Share Capital Share Premium
of 50p each of Shares GBP GBP
At 1 April 2011 20,560,769 10,280,385 42,696,509
Cancellation of
shares (1,097,392) (548,700) -
------------ -------------- --------------
At 31 March 2012 19,463,377 9,731,685 42,696,509
------------ -------------- --------------
During April 2012, the Company repurchased for cancellation
379,653 shares at an average price of 210p per share. During August
2012, the Company repurchased for cancellation 25,000 shares at an
average price of 235p per share with a further 25,000 shares being
repurchased for cancellation at an average price of 245p per
share.
4. Other Reserves
31 March Movement 30 September
2012 2012
GBP GBP GBP
Net investment income 1,701,967 (241,540) 1,460,427
Realised loss on investments 24,374,592 355,572 24,730,164
Loss on foreign currency
transactions (761,870) (11,085) (772,955)
Unrealised gain on revaluation
of investments held (8,834,490) 2,127,250 (6,707,240)
Repurchase of ordinary shares (9,763,279) (702,444) (10,465,723)
Repurchase of warrants (8,179) - (8,179)
Discount on repurchase of
Convertible Loan Stock (1,320,711) - (1,320,711)
-------------- ------------ --------------
5,388,030 1,527,753 6,915,783
-------------- ------------ --------------
5. Cash Flows from Operating Activities
Six months Six months Year
ended 30 ended 30 ended
September September 31 March
2012 2011 2012
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Net income/(loss) for the period/year 2,230,197 (740,261) 5,451,351
------------- ------------- -------------
Realised gains on investments (355,572) (1,052,942) (5,252,355)
Unrealised (gain)/loss on revaluation
of investments (2,127,250) 1,967,934 (485,481)
Loss/(gain) on foreign currency
translation 11,085 (16,936) (10,981)
(2,471,737) 898,056 (5,748,817)
------------- ------------- -------------
Purchase of investments (14,724,369) (15,264,362) (21,603,132)
Proceeds from sale of investments 10,822,720 15,380,063 33,566,648
(3,901,649) 115,701 11,963,516
------------- ------------- -------------
Increase in dividends and interest
receivable (211,411) (104,655) (183,393)
(Increase)/decrease in other receivables (10,766) 66,378 75,255
Decrease in amounts due from brokers 305,288 - 675,482
Increase in amounts due to brokers 1,154,419 - 28,080
Decrease in other accruals and
payables (157,945) (228,490) (114,097)
------------- ------------- -------------
1,079,585 (266,767) 481,327
------------- ------------- -------------
(3,063,604) 6,729 12,147,377
------------- ------------- -------------
6. Reconciliation of Net Asset Value to Published Net Asset
Value
30 September 31 March
2012 (Unaudited) 2012 (Audited)
GBP GBP per GBP GBP per
Ordinary Shares share share
Published Net Asset Value 61,261,358 3.22 59,676,417 3.07
Unrealised loss on revaluation
of investments at bid
/ mid price (ref note
(a) below) (885,708) (0.05) (513,693) (0.03)
Performance fee accrual - - (100,000) (0.01)
Net Asset Value attributable
to shareholders 60,375,650 3.17 59,062,724 3.03
----------------- ---------- --------------- ----------
(a) In accordance with International Financial Reporting
Standards, as adopted by the European Union, the Group's long
investments have been valued at bid price in the unaudited
condensed consolidated financial statements. However, in accordance
with the Group's principal documents the Net Asset Value reported
each month reflects the investments being valued at the closing,
last or mid-market (as the Directors in all circumstances consider
appropriate) price as notified to the Group on the valuation day by
a member of the stock exchange concerned. Certain investments
remain at fair value as determined in good faith by the
Directors.
7. Earnings per Share and Net Asset Value per Share
The calculation of basic earnings per share for the Ordinary
Share is based on net income/(loss) of GBP2,230,197 (30 September
2011 - GBP(740,261), 31 March 2012 - GBP5,451,351) and the weighted
average number of shares in issue during the period of 19,033,724
shares (30 September 2011 - 20,337,481 shares, 31 March 2012 -
19,463,377). At 30 September 2012 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 GBP60,375,650 (30 September 2011 -
GBP54,175,634, 31 March 2012 - GBP59,062,724) and the number of
shares in issue at the period end of 19,033,724 shares (30
September 2011 - 20,140,769 shares, 31 March 2012 - 19,463,377
shares). At 30 September 2012 there was no difference in the
diluted Net Asset Value per share calculation for the Ordinary
Shares.
8. Related Parties
The Investment Adviser is considered to be a related party. The
fees paid are included in the Unaudited Condensed Consolidated
Statement of Comprehensive Income.
At 30 September 2012, GBP107,005 (September 2011 - GBP98,295,
March 2012 - GBP157,334) 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 Unaudited Condensed Consolidated
Statement of Comprehensive Income.
At 30 September 2012, GBP40,616 (September 2011 - GBP33,523,
March 2012 - GBP41,970) included in creditors and accrued expenses
was payable to the Directors.
Christopher Mills is a Director and shareholder of Oryx
International Growth Fund Limited. He is also a Member of Harwood
Capital LLP (previously North Atlantic Value LLP), the Manager and
Investment Adviser.
9. Going Concern
Given the nature of the Company's business, the Directors have a
reasonable expectation that the Company has adequate financial
resources to continue in operational existence for the foreseeable
future. Accordingly, these unaudited condensed consolidated
financial statements have been prepared on a going concern
basis.
- ENDS -
Enquiries:
BNP Paribas Fund Services (Guernsey) Limited 01481 750 850
Company Secretary
Sara Bourne
Winterflood Securities Limited 0203 100 0295
Jane Lewis
Copies of the Company's Unaudited Half-Yearly Report and
Condensed Consolidated Financial Statements are also available from
the Company Secretary, BNP Paribas Fund Services (Guernsey) Limited
at BNP Paribas House, 1 St Julian's Avenue, St Peter Port,
Guernsey, GY1 1WA, or on the Company's website,
www.oryxinternationalgrowthfund.co.uk
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR PGGWWGUPPGMQ
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