TIDMOIG
RNS Number : 8693T
Oryx International Growth Fund Ld
25 November 2013
25 November 2013
FOR IMMEDIATE RELEASE
RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A GUERNSEY
BRANCH
FINAL RESULTS ANNOUNCEMENT
THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND
LIMITED
ANNOUNCE HALF YEAR RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER
2013
A copy of the Company's Unaudited Condensed Consolidated Half
Year Financial Statements will be available via the following
link:
www.oryxinternationalgrowthfund.co.uk
Corporate summary
INVESTMENT OBJECTIVE
The investment objective of 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 the 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
year comprises the Company's Ordinary Shares.
INVESTMENT MANAGER
The Investment Manager during the period was Harwood Capital LLP
(formerly 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 Conduct Authority (formerly known as the Financial
Service 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 Investment Officer
of a number of private companies. of North Atlantic Smaller Companies
He was Chairman of the Oriel Group Investment Trust plc, "NASCIT".
PLC from 1989 until 1998, a non-executive NASCIT is winner of numerous Micropal
director of Caledonia Investments and S&P Investment Trust awards.
PLC from 1986 until 2002, the Alliance In addition, he is a non-executive
Housing Bank SAOG from 1998 until director of numerous UK companies
2006 and Chairman of the Oryx Fund which are either currently, or have
Ltd from 1994 until 2004. in the past five years been, publicly
quoted.
JAMIE BROOKE JOHN RADZIWILL
British British
Jamie Brooke is a fund manager in John Radziwill is currently a director
Henderson's award winning Volantis of International Assets Holding
Team where he has various responsibilities Corp, Lionheart Partners, Inc.,
including active engagement with USA Micro Cap Value Co. Ltd, Goldcrown
portfolio investments. He is a non-executive Group Limited and Baltimore (Bermuda)
director of a number of publicly Ltd (formerly Acquisitor Holdings
listed and private UK companies Ltd) and Baltimore (Guernsey) Ltd
such as Darwin, NetDimensions, Renovo (formerly New York Holdings Ltd).
and Chapel Down. He was previously In the past ten years, he has also
a private equity and venture capital served as a director of Acquisitor
investor at 3i Plc and Quester and Plc, Air Express International Corp.,
prior to that he trained for an Radix Ventures Inc and Radix Organisation
ACA qualification whilst at Deloitte. Inc. Mr Radziwill is a member of
He has an MA in Mathematics from the Bar of England and Wales.
Oxford University and a Masters
Degree in Internet and Networking
from UCL.
SIDNEY CABESSA RUPERT EVANS
French British
Sidney Cabessa is also a director Rupert Evans is a Guernsey Advocate
of Club-Sagem and Mercator. Mr Cabessa and was a partner in the firm of
was Chairman of CIC Finance, an Ozannes between 1982 and 2003, since
Investment Fund and a subsidiary then he has been a consultant to
of French banking group, CIC - Credit Ozannes (now Mourant Ozannes). He
Mutuel and was previously a Director is a non-executive director of a
of other investment companies. number of other investment companies
some of which are quoted on recognised
stock exchanges. He is a Guernsey
resident.
WALID CHATILA JOHN GRACE
Canadian New Zealander
Walid Chatila has more than 11 years John Grace is actively involved
of international audit and special in the management of several global
assignment experience in the Middle businesses including asset management,
East and North America. He is a financial services, and real estate.
Certified Public Accountant (Texas He is a Director and Founder of
1984) and a Chartered Accountant Sterling Grace International Ltd.
(Ontario 1991). From 1994 to 2006, Sterling Grace and its affiliates
he was the Finance Director of Emirates manage investments for high net-worth
Holdings in Abu Dhabi, United Arab investors, institutions and investment
Emirates, and between 2006 and 2011, partnerships. The company is active
he assumed the role of General Manager in global money management, financial
of Al Nowais Investment LLC. He services, private equity and real
is currently the General Manager estate investments. Mr Grace is
of Arab Development Establishment also Chairman of Trustees Executors
in Abu Dhabi. Holdings Ltd, owner of 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.
CHAIRMAN'S STATEMENT
I am pleased to report that the first half of the year saw
another period of good growth with the company outperforming the FT
small cap index. As is reported below the share price rose by
14.70%. This follows a rise of 22.44% for the year ended 31 March
2013.
As the Investment Manager has reflected in its statement, the
general state of the economy means that the fortunes of small
companies are still far from assured. It is, therefore, very
pleasing to note the strong performances from a number of our
investments.
The Fund continues to buy back shares when it is considered to
be in the interest of all shareholders and 735,988 were acquired
during the period under review.
In line with our stated policy, no dividend will be paid.
Nigel Cayzer
Chairman
20 November 2013
INVESTMENT MANAGER'S REPORT
During the six months under review, the net asset value per
share in the Company rose by 14.70%. This compares with a rise in
the FTSE small Cap of 10.40%.
The income for the period amounted to GBP995,120 (2012;
GBP710,358).
The Company continues to buy back shares when it is considered
to be in the interest of all shareholders and acquired 735,988
shares during the six month period.
Quoted Portfolio
The Company benefited from the exceptional performance of
Gleeson which was the Company's largest holding and rose by over
60% during the period. Goals Soccer rose 20%; CVS Group by 35%;
Active Risk nearly 80%; Eckoh 50%; Cyprotex over 25% and Walker
Crips 30%. The big disappointment during the period was Mecom which
fell by nearly 50%, although much of the decline has been recovered
since the end of September. GPG and Bioquell also underperformed,
although in both cases the companies' operations are performing
acceptably.
Unquoted Portfolio
One new investment was made during the period: Team Rock - a
buyout of the rock magazine business from Future plc. Bionostics
was sold at a significant premium to the March valuation and Sinav
was written up by 30% following the successful litigation against a
contractor. Sinav is now considering options to create liquidity
for investors following a period of outstanding performance.
Orthoproducts was also written up by 25% to reflect an offer for
the business which has been completed since the end of the
reporting period.
Outlook
Equity markets have risen to record highs as central banks
continue to provide liquidity through quantitative easing.
Nevertheless, companies in general struggle to achieve sales growth
against a background of anaemic economic growth. Corporate earnings
have been buoyed by rising margins as wages fail to match
inflation. Declining real disposable income for consumers is not,
in the long run, consistent with a prosperous economy. There is a
real risk that at some point profit margins are normalised with
adverse implications for equity markets.
Notwithstanding this, we remain optimistic from the performance
of the Company through the remainder of the year believing that
there remains good value in both the Company's unquoted and quoted
investments.
Harwood Capital LLP
20 November 2013
TEN LARGEST EQUITY HOLDINGS
as at 30 September 2013
Gleeson (M.J.) Group Plc
Cost GBP6,915,146 (3,400,000 shares)
Market Value GBP11,152,000 representing 14.47% 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 mostly worked through
and the company is optimistic about its future prospects. Recent
results have been excellent and the outlook for the current year is
most encouraging.
Goals Soccer Centres Plc
Cost GBP4,657,465 (3,600,000 shares)
Market Value GBP6,048,000 representing 7.85% of Net Asset
Value
The company is the largest 5-a-side soccer company in the UK. It
also has a small operation in the US where there are significant
prospects for growth in the medium term. The company generates
substantial quantities of free cash and the shares were bought at a
discount to private market values.
Quarto Group Inc
Cost GBP4,004,064 (3,000,000 shares)
Market Value GBP4,680,000 representing 6.07% of Net Asset
Value
The company is the largest co-edition publishing business in the
world and also publishes a range of "how to" books. The new
management and board appointments will refocus the business in
order to maximise share value over the medium term. In the
meantime, debt is being reduced through the disposal of non core
assets.
Orthoproducts Limited
Cost GBP1,206,964 (319,000 shares)
Market Value GBP4,434,100 representing 5.75% of Net Asset
Value
Orthoproducts is one of only two companies in the world that
produces specialist plastics for the orthopaedic industry. The
shares in the company have been sold since the end of the
period.
Guinness Peat Group Plc
Cost GBP4,947,216 (15,000,000 shares)
Market Value GBP representing 5.66% of Net Asset Value
The company is an investment holding company which is in
liquidation. The liquidation process is expected to take about a
further eighteen months. Recently the company has sold a number of
businesses at good prices and we believe the ultimate break up
value will be in excess of the current share price.
Bioquell Plc
Cost GBP3,586,360 (3,000,000 shares)
Market Value GBP4,290,000 representing 5.57% of Net Asset
Value
The company is the market leader in the UK providing tests and
measurements 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 over the next few years.
Journey Group Plc
Cost GBP5,735,418 (2,780,000 shares)
Market Value GBP4,058,800 representing 5.27% of Net Asset
Value
Journey provides catering and other services principally in
North America for the airline industry. Recent results have been
favourable and the company is trading profitably with no debt and a
significant cash balance.
Assetco Plc
Cost GBP2,600,000 (1,050,000 shares)
Market Value GBP3,412,500 representing 4.43% 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 with a
number of negotiations currently underway.
Catalyst Media Group Plc
Cost GBP1,444,779 (3,125,000 shares)
Market Value GBP3,343,750 representing 4.34% of Net Asset
Value
The company has just over 20% of SIS, the leading provider of
broadcasting facilities for the bookmaking industry. Recently the
company lost a major contract with the BBC which has adversely
affected performance and has resulted in a decline in the share
price since the end of September.
Celsis AG/Nastor Inv Ltd
Cost GBP3,639 (594,276 shares)
Market Value GBP2,642,218 representing 3.43% of Net Asset
Value
Celsis AG had an excellent year to March 2013 with EBITDA
growing on a proforma basis by nearly 15%. The company sold its IVT
division during the period which enabled 100% of the Fund's initial
capital to be returned. The company's RDS division continues to
trade favourably and is significantly ahead of budget at the end of
September.
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 Manager'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
Rupert Evans Walid Chatila
Director Director
20 November 2013 20 November 2013
INTERIM MANAGEMENT REPORT
Business review
A review of the Company's activities is given in the Corporate
Summary, the Chairman's Statement on and the Investment Manager'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 2012 - Nil, 31 March 2013- Nil).
Capital values
At 30 September 2013 the value of net assets available to
Shareholders was GBP77,051,436 (30 September 2012 - GBP60,375,650,
31 March 2013 - GBP69,889,424) and the Net Asset Value per share
was GBP4.27 (30 September 2012 - GBP3.17, 31 March 2013 -
GBP3.71).
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 2013. 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 Securities
Services S.C.A., Guernsey Branch, are A+ with Standard &
Poor's, A2 with Moody's and A+ with Fitch's.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
for the six month period ended 30 September 2013, expressed in
GBP Sterling
Six months Six months Year ended
ended 30 ended 30 31
September 2013 September 2012 March 2013
(Unaudited) (Unaudited) (Audited)
Notes GBP GBP GBP
Income
Dividends 994,494 710,358 894,295
Other Income 626 - 19,435
--------------- --------------- -------------
995,120 710,358 913,730
Realised gains on investments 2(g) 5,949,452 355,572 1,856,031
Unrealised gain on revaluation of investments 2(g) 3,301,489 2,127,250 11,421,987
Gain/(loss) on foreign currency translation 2(f) 7,230 (11,085) (6,125)
Total revenue 9,258,171 2,471,737 14,185,623
--------------- --------------- -------------
Expenses
Management and investment advisory fees 2(j) 387,395 307,086 660,057
Consultancy fees - 270,500 166,305
Transaction costs 80,457 124,572 277,756
Directors' fees and expenses 2(j) 69,054 78,912 100,000
Audit fees 18,162 29,319 66,930
Administration fees 35,558 29,313 61,777
Legal and professional fees 22,043 19,029 46,156
Registrar and transfer agent fees 5,849 12,220 20,794
Custodian fees 11,597 11,239 4,650
Insurance fees 2,459 2,458 20,062
Regulatory fees 14,030 1,792 6,646
Printing fees 141 548 5,592
Other expenses 40,110 40,175 346,416
Total expenses 686,855 927,163 1,783,141
--------------- --------------- -------------
Total comprehensive income for the period/year before
taxation 9,566,436 2,254,932 12,402,482
Withholding tax on dividends (61,710) (24,735) (53,511)
Net income for the period/year 9,504,726 2,230,197 12,348,971
--------------- --------------- -------------
Income per share - basic and diluted:
Ordinary Share 7 GBP0.53 GBP0.12 GBP0.65
--------------- --------------- -------------
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
as at 30 September 2013, expressed in GBP Sterling
30 September 2013 30 September 2012 31 March 2013
Notes GBP GBP GBP
(Unaudited) (Unaudited) (Audited)
Non-current assets
Listed investments designated at fair value through
profit or loss (Cost - 30 September 2013
GBP51,566,487: 31 March 2013 - GBP46,296,276) 66,644,572 42,303,252 51,298,682
Unlisted investments designated at fair value through
profit or loss (Cost - 30 September
2013 GBP9,589,095: 31 March 2013 - GBP9,905,856) 400,000 12,322,124 15,430,019
67,044,572 54,625,376 66,728,701
------------------ ------------------ --------------
Current assets
Cash and cash equivalents 2(d) 8,005,210 6,776,621 3,807,885
Amounts due from brokers 2,561,267 394,827 -
Dividends and interest receivable 100,500 44,011 17,500
Other receivables 2(c) 12,983 10,696 2,385
10,679,960 7,226,155 3,827,770
------------------ ------------------ --------------
Total assets 77,724,532 61,851,531 70,556,471
------------------ ------------------ --------------
Current liabilities
Other payables and accrued expenses 2(e) 320,239 293,382 667,047
Amounts due to brokers 352,857 1,182,499 -
673,096 1,475,881 667,047
------------------ ------------------ --------------
Net assets 77,051,436 60,375,650 69,889,424
------------------ ------------------ --------------
Shareholders' equity
Called up share capital 3 51,735,373 52,213,367 52,103,367
Capital redemption reserve 3 1,246,500 1,246,500 1,246,500
Other reserves 4 24,069,563 6,915,783 16,539,557
Total equity shareholders' funds 77,051,436 60,375,650 69,889,424
Net Asset Value per Share - basic and diluted 7 GBP4.27 GBP3.17 GBP3.71
------------------ ------------------ --------------
The consolidated financial statements were approved by the Board
of Directors on 20 November 2013 and are signed on its behalf
by:
Rupert Evans Walid Chatila
Director Director
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six month period ended 30 September 2013, expressed in
GBP Sterling
Capital
redemption
Notes Share Capital reserve Other reserves Total
GBP GBP GBP GBP
Balance at 1 April
2013 52,103,367 1,246,500 16,539,557 69,889,424
-------------- ------------ --------------- ------------
Total Comprehensive
Income
For the Year - - 9,504,726 9,504,726
-------------- ------------ --------------- ------------
Transactions with
owners,
recorded directly
in equity
Contributions, redemptions
and distributions
to shareholders
- Cancellation of
shares 3,4 (367,994) - (1,974,720) (2,342,714)
Total transactions
with owners - - -
-------------- ------------ --------------- ------------
Balance at 30 September
2013 51,735,373 1,246,500 24,069,563 77,051,436
-------------- ------------ --------------- ------------
Capital
redemption
Notes Share Capital reserve Other reserves Total
GBP GBP GBP GBP
Balance at 1 April
2012 52,428,194 1,246,500 5,388,030 59,062,724
-------------- ------------ --------------- ------------
Total Comprehensive
Income
For the Year - - 12,348,971 12,348,971
-------------- ------------ --------------- ------------
Transactions with
owners,
recorded directly
in equity
Contributions, redemptions
and distributions
to shareholders
- Cancellation of
shares 3,4 (324,827) - (1,197,444) (1,522,271)
Total transactions
with owners (324,827) - - -
-------------- ------------ --------------- ------------
Balance at 31 March
2013 52,103,367 1,246,500 16,539,557 69,889,424
-------------- ------------ --------------- ------------
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF
CASH FLOWS
for the period ended 30 September 2013, expressed in GBP
Sterling
Six months Six months Year
ended ended Ended
30 September 30 September 31 March
2013 2012 2013
Notes GBP GBP GBP
Net cash inflow/(outflow) from operating activities 5 6,532,809 (3,063,604) (5,432,300)
-------------- -------------- --------------
Financing Activities
Cancellation of shares (2,342,714) (917,271) (1,522,271)
Cash outflow from financing activities (2,342,714) (917,271) (1,522,271)
-------------- -------------- --------------
Net increase/(decrease) in cash and cash equivalents 4,190,095 (3,980,875) (6,954,571)
Cash and cash equivalents at beginning of period 3,807,885 10,768,581 10,768,581
Effect of exchange rate fluctuations on cash and cash
equivalents 7,230 (11,085) (6,125)
Cash and cash equivalents at end of period 8,005,210 6,776,621 3,807,885
-------------- -------------- --------------
For the period ended 30 September 2013, income received from
dividends and interest was GBP894,084.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General
Oryx International Growth Fund Limited (the "Company") was
registered 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 North Atlantic Value LLP) ('the Investment
Manager') and the administration of the Company is delegated to BNP
Paribas Securities Services S.C.A., Guernsey Branch ('the
Administrator').
2. Accounting Policies
Basis of Preparation
The financial statements of the Company, which give a true and
fair view, and comply with the Companies (Guernsey) Law, 2008 (as
amended), have been prepared in accordance with International
Financial Reporting Standards ("IFRS"), as adopted by the European
Union ("EU"). This comprises of 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.
These 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 consolidated financial statements.
The Directors believe it is appropriate to adopt the going
concern basis in preparing the 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 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.
Use of estimates and judgements
The preparation of consolidated financial statements in
accordance with IFRS adopted by the EU requires management to make
judgements, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets,
liabilities, income and expenses. These estimates and associated
assumptions are based on historical experience and other factors
that are considered to be relevant. Actual results may vary from
these estimates.
Judgement is exercised in terms of whether the price of recent
transaction remains the best indicator of fair value for financial
instruments at the consolidated statement of financial position
date. The manager reviews sector and market information and the
circumstances of the investee company to determine if the valuation
adopted at the consolidated statement of financial position date
remains the best indicator of fair value.
Use of estimates and judgements (continued)
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future
periods, if the revision affects both current and future
periods.
Information about areas of critical judgements in applying
accounting policies that have the most significant effect on the
amounts recognised in the financial statements are set out in Note
2(b).
New standards that became effective in the period and were
adopted by the Company
IFRS 13, 'Fair value measurement' - the standard improves
consistency and reduces complexity by providing a precise
definition of fair value and a single source of fair value
measurement and disclosure requirements for use across IFRSs. The
requirements do not extend the use of fair value accounting but
provide guidance on how it should be applied where its use is
already required or permitted by other standards within IFRS. If an
asset or a liability measured at fair value has a bid price and an
ask price, the standard requires valuation to be based on a price
within the bid-ask spread that is most representative of fair value
and allows the use of mid-market pricing or other pricing
conventions that are used by market participants as a practical
expedient for fair value measurement within a bid-ask spread. The
adoption of this standard did not have a significant impact on the
Company's financial position or performance but resulted in
additional disclosure in the notes to the financial statements.
New standards and interpretations not yet effective and not
early adopted
The table below lists the new standards, amendments to standards
and interpretations are not effective for the period ended 30
September 2013, and have not been early adopted for these financial
statements.
Effective for annual periods beginning
New Standards on or after
--------------------------------------- -------------------------------------------
Amendments to IFRS 9 'Hedge Accounting' 1 January 2015
Amendments to IAS 32, 'Offsetting 1 January 2014
financial assets
and financial liabilities'
Amendments to IFRS 10 'Investment 1 January 2014
Entities'
------------------------------------------- ------------------------------------
In the opinion of the Directors, these will not have a
significant impact on the financial statements of the Group,
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 assets 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 Consolidated Statement of Comprehensive Income. Transaction
costs are separately disclosed in the Consolidated Statement of
Comprehensive Income.
Listed investments have been valued at the bid market price
ruling at the 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 financial
reporting 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
(IPEVB) 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
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 financial statements are measured
using the currency of the primary economic environment in which it
operates (the "functional currency"). This is the company's pound
Sterling which reflects the Group's primary activity of investing
in Sterling securities. The Company's shares are also issued in
Sterling.
Foreign currency monetary assets and liabilities have been
translated at the exchange rates ruling at the 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 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
Consolidated Statement of Comprehensive Income. Unrealised gains
and losses arising on investments held at the financial reporting
date are also included in the Consolidated Statement of
Comprehensive Income.
The cost of investments disposed is determined by the weighted
average method.
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 Consolidated Statement of Comprehensive Income
over the period of the borrowings on an effective interest
basis.
Financial liabilities are derecognised from the 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 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 Consolidated Statement of
Comprehensive Income upon utilisation of the service or at the date
they are incurred.
k) Segmental reporting
Operating segments are reported in the manner consistent with
the internal reporting used by the chief operating decision-maker
('CODM'). The CODM, who is responsible for allocating resources and
assessing performance of the operating segments, has been
identified as the Board of Directors who makes strategic decisions
regarding the investment of the Fund.
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 2013 to 30 September 2013
Ordinary Shares Number Share Capital
of 50p each of Shares GBP
At 1 April 2013 18,813,724 52,103,367
Cancellation of
shares (735,988) (367,994)
----------- --------------
At 30 September
2013 18,077,736 51,735,373
----------- --------------
Ordinary Shares Issued - 1 April 2012 to 31 March 2013
Ordinary Shares Number Share Capital
of 50p each of Shares GBP
At 1 April 2012 19,463,377 52,428,194
Cancellation of
shares (649,653) (324,827)
----------- --------------
At 31 March 2013 18,813,724 52,103,367
----------- --------------
Between 1 April 2013 and 30 September 2013, the Company carried
out 10 share buybacks, resulting in a total reduction of 735,988
shares for a cost of GBP2,342,714. These shares were subsequently
cancelled.
4. Other Reserves
31 March Movement 30 September
2013 2013
GBP GBP GBP
Net income 28,829,170 9,504,726 38,333,896
Repurchase of ordinary shares (10,960,723) (1,974,720) (12,935,443)
Repurchase of warrants (8,179) - (8,179)
Discount on repurchase of
Convertible Loan Stock (1,320,711) - (1,320,711)
-------------- ------------ --------------
16,539,557 7,530,006 24,069,563
-------------- ------------ --------------
5. Cash Flows from Operating Activities
30 September 30 September 31 March
2013 2012 2013
GBP GBP
Net income for the year 9,504,726 2,230,197 12,348,971
-------------- -------------- ---------------
Realised (gains) on investments (5,949,452) (355,572) (1,856,031)
Unrealised (gain) on revaluation
of investments (3,301,489) (2,127,250) (11,421,987)
Loss/(Gain) on foreign currency
translation (7,230) 11,085 6,125
(9,258,171) (2,471,737) (13,271,893)
-------------- -------------- ---------------
Purchase of investments (10,475,994) (14,724,369) (23,622,446)
Proceeds from sale of investments 19,411,067 10,822,720 18,412,668
8,935,073 (3,901,649) (5,209,778)
-------------- -------------- ---------------
(Increase)/decrease in dividends
receivable (83,000) (211,411) 165,917
(Increase)/decrease in other
receivables (10,598) (10,766) (2,455)
(Increase)/decrease in amounts
due from brokers (2,561,267) 305,288 349,300
Increase/(decrease)in amounts
due to brokers 352,856 1,154,419 (28,080)
(Decrease)/increase in other
payables and accrued expenses (346,810) (157,945) 83,485
-------------- -------------- ---------------
(2,648,819) 1,079,585 700,400
-------------- -------------- ---------------
6,532,809 (3,063,604) (5,432,300)
-------------- -------------- ---------------
6. Reconciliation of the Net Asset Value to Published Net Asset Value
30 September 2013 31 March 2013
GBP GBP GBP GBP
Ordinary Shares per per
share share
Published Net Asset Value 78,030,434 4.32 71,032,504 3.78
Unrealised loss on revaluation
of investments at bid / mid price* (924,892) (0.05) (1,088,973) (0.07)
Brokers and audit fee accrual - - 11,154 -
adjustments
Write off of receivable and
payables (54,106) - (65,261) -
Net Asset Value attributable
to shareholders 77,051,436 4.27 69,889,424 3.71
------------- --------- -------------- ---------
* 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 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 of GBP9,504,726 (30 September 2012 -
GBP2,230,197) and the weighted average number of shares in issue
during the period of 18,569,729 shares (30 September 2012 -
19,033,724 shares). At 30 September 2013 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 GBP77,051,436 (31 March 2013 -
GBP69,889,424) and the number of shares in issue at the period end
of 18,077,736 shares (31 March 2013 - 18,813,724 shares).
8. Related Parties
The Investment Manager is considered to be a related party. The
fees paid to the Investment Manager are included in the Condensed
Consolidated Statement of Comprehensive Income.
At 30 September 2013 GBP67,272 (31 March 2013 - GBP240,821)
included in other accruals and payables was payable to the
Investment Manager.
The Directors are also considered to be related parties and
their fees are disclosed in the Condensed Consolidated Statement of
Comprehensive Income.
At 30 September 2013, GBP38,223 (31 March 2013 - GBP37,295)
included in other accruals and payables was payable to the
Directors.
Christopher Mills is a Director and shareholder of Oryx
International Growth Fund Limited. He is also the Chief Executive
and a Member of Harwood Capital LLP (formerly North Atlantic Value
LLP), the Company's Investment Manager.
9. Material events after the Statement of Financial Position date
T here were no material events subsequent the Statement of
Financial Position date up to and including the date of signing
these Unaudited Condensed Consolidated Financial Statements.
Enquiries:
BNP Paribas Securities Services S.C.A., Guernsey Branch 01481 750850
Company Secretary
Sara Bourne
Winterflood Securities Limited 020 3100 0295
Jane Lewis
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR PGGBAGUPWGCA
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