TIDMOIG
RNS Number : 7936X
Oryx International Growth Fund Ld
24 November 2014
24 November 2014
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 UNAUDITED INTERIM RESULTS FOR THE PERIOD ENDED 30
SEPTEMBER 2014
A copy of the Company's Unaudited Condensed Interim Report and
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.
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.
DIRECTORS
NIGEL CAYZER (Chairman)
British
Nigel Cayzer is Chairman of Aberdeen Asian Smaller Companies Investment
Trust PLC. He is also a director of a number of private companies.
He has been Chairman or a director of a number of Investment Companies
and was Chairman of Maggie's, a leading cancer charity, from 2005
until 2014.
JAMIE BROOKE
British
Jamie Brooke is a fund manager in Henderson's award winning Volantis
Team where he has various responsibilities including active engagement
with portfolio investments. He is a non-executive director of a
number of publicly listed companies such as NetDimensions, Renovo
and Chapel Down. He was previously a private equity and venture
capital investor at 3i Plc and Quester and prior to that he trained
for an ACA qualification whilst at Deloitte. He has an MA in Mathematics
from Oxford University and a Masters Degree in Internet and Networking
from UCL.
SIDNEY CABESSA
French
Sidney Cabessa is also a director of Club-Sagem and Mercator. Mr
Cabessa was Chairman of CIC Finance, an Investment Fund and a subsidiary
of French banking group, CIC - Credit Mutuel and was previously
a Director of other investment companies.
WALID CHATILA
Canadian
Walid Chatila has more than 11 years of international audit and
special assignment experience in the Middle East and North America.
He is a Certified Public Accountant (Texas 1984) and a Chartered
Accountant (Ontario 1991). From 1994 to 2006, he was the Finance
Director of Emirates Holdings in Abu Dhabi, United Arab Emirates,
and between 2006 and 2011, he assumed the role of General Manager
of Al Nowais Investment LLC. He is currently the General Manager
of Arab Development Establishment in Abu Dhabi.
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.
CHRISTOPHER MILLS
British
Christopher Mills is Chief Executive Officer of Harwood Capital
LLP. He is also Chief Investment Officer of North Atlantic Smaller
Companies Investment Trust plc, "NASCIT". NASCIT is winner of numerous
Micropal and S&P Investment Trust awards. In addition, he is a non-executive
director of numerous UK companies which are either currently, or
have in the past five years been, publicly quoted.
JOHN RADZIWILL
British
John Radziwill is currently a director of International Assets Holding
Corp, Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth
Street Capital Ltd, PingTone Communications Inc and Vendor Safe
Technologies LLC. In the past ten years, he also served as a director
of Acquisitor Plc and Acquisitor Holdings (Bermuda) Ltd, Air Express
International Corp., Radix Ventures Inc, Baltimore Capital Plc,
Lionheart Group Inc, USA Micro Cap Value Co Ltd and Radix Organisation
Inc. Mr Radziwill is a member of the Bar of England and Wales.
JOHN GRACE
New Zealander
John Grace is actively involved in the management of several global
businesses including asset management, financial services, and real
estate. He is a Director and Founder of Sterling Grace International
Ltd. Sterling Grace and its affiliates manage investments for high
net-worth investors, institutions and investment partnerships. The
company is active in global money management, financial services,
private equity and real estate investments. Mr Grace is also Chairman
of Trustees Executors 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
The six months results to 30(th) September 2014, showed
relatively flat results with net assets falling by 2.2%. This is
against a backdrop of considerable market uncertainty. Ukraine, the
uncertainties in the Middle East, the end of US Tapering and a
slowdown in China have all weighed on sentiment. For the same
period, the FTSE Small Cap index fell 4.5% and the Aim Index
11.8%.
As is reported below, we have taken the opportunity to increase
the cash balances to take advantage of any opportunities that may
emerge during this period of market weakness. The selective
investment process undertaken by our manager has served us well in
the last few years and this period of consolidation will hopefully
allow new investments to be made at reasonable prices
The company continues to buy back shares when it is considered
to be in the interests of all shareholders and acquired 16,636,611
shares during the six month period.
In accordance with our long established policy, the directors
are not recommending the payment of a dividend for the period under
review.
Nigel Cayzer
Chairman
20 November 2014
INVESTMENT MANAGER'S REPORT
During the six months under review, the net asset value fell
2.2% as compared to falls in the FTSE Small Cap of 4.5% and the AIM
Index of 11.8%.
Income for the period amounted to GBP604,361 (2013:
GBP995,120).
The company continues to buy back shares when it is considered
to be in the interests of all shareholders and acquired 14,381
shares during the six month period. (2013: 735,998 shares)
Quoted Portfolio:
The overall strategy during the period was to substantially
increase cash balances which rose from circa 3% of assets to
approximately 8% by the end of the period. Equity markets however
were difficult as investors deserted small cap stocks, causing
reduced liquidity and widespread market weakness.
Against this background, relatively few stocks performed well
during the period although notable exceptions ; Goals Soccer
Centres Plc up 2%, OMG Plc and Redcentric Plc both up 3%, Assetco
Plc up10%, Mecom Group Plc up 15% and Proactis Holdings Plc up
30%.
This was, however, offset by a notable weakness in Bioquell Plc
down 30% (although it has, since the end of the period, recovered);
Quarto down 20% due to a one time write off; Journey Group Plc down
15% and Parallel Media Group Plc down 50% following disappointing
results.
Unquoted Portfolio:
During the period, the company completed the sale of SINAV
Limited at a substantial profit relative to cost. Team Rock remains
somewhat behind on its business plan but Celsis AG continues to
perform in line with expectations.
Outlook:
Equity markets have continued to experience difficulties which,
given the weakness in European economies, are unlikely to abate in
the short term. Nevertheless, the corporate activity continues
apace and, indeed, our holding in Allocate Software was taken over
at a 40% premium post the end of the period.
In the unquoted portfolio Celsis AG is expected to seek
liquidity during the next six months so we remain optimistic that
the unquoted portfolio, taken as a whole, will positively impact
the net asset value through the remainder of the current financial
year.
It is already obvious that the exceptional increases in the net
asset value achieved over the past couple of years will be hard, if
not impossible, to replicate in the current year. Notwithstanding
this, we believe there remain a number of special situations within
the portfolio which will enhance value, whilst our imperative must
be to maintain the net asset value until a more favourable market
environment re-emerges.
Harwood Capital LLP
20 November 2014
TEN LARGEST EQUITY HOLDINGS
as at 30 September 2014
Gleeson (M.J.) Group Plc
Cost GBP6,915,146 (3,400,000 shares)
Market value GBP13,158,000 representing 15.20% of Net Asset
Value
The company operates two divisions, Gleeson Homes and Gleeson
Strategic Land. Revenues and profits for this year showed a strong
increase from the previous year driven by the need for increased
demand for affordable housing among the group's core customers base
in the North of England. Strategic Land continues to enjoy its
recent levels of success in securing residential planning
permission as well as progressing in the sale of a number of its
sites. The board anticipates further substantial improvements in
the Group's trading performance and for this year were able to
deliver results for the full year ahead of expectations.
Goals Soccer Centres Plc
Cost GBP4,569,864 (3,500,000 shares)
Market value GBP7,700,000 representing 8.90% of Net Asset
Value
The company is the leading 5-a-side soccer operator in the
United Kingdom. It also has a small operation in the United States
where there are significant prospects for growth in the long term.
The company generates substantial quantities of free cash and the
shares were bought at a discount to private market value. The
group's mid-year results were encouraging with an increase in sales
and profit reported. The completion of the balance sheet
restructuring has secured an efficient long term funding with plans
to expand further in the US and the UK. The board are confident of
delivering accelerated long term growth for the business.
OMG Plc
Cost GBP4,758,590 (17,500,000 shares)
Market value GBP4,812,500 representing 5.56% of Net Asset
Value
OMG plc is a group of technology service companies providing
image understanding products and services for the entertainment,
defence, life sciences and engineering industries. The group does
business through four operating companies: Vicon, 2d3 Sensing,
Yotta and OMG Life. Vicon is the world's largest motion capture and
movement analysis business. 2d3 sensing is a manufacturer of
specialised aerial imaging software for defence and industrial
applications. Yotta consists of software and services for
infrastructure asset management. OMG Life is a new division
involving new consumer products and has recently launched the
world's first intelligent wearable camera known as the Autographer.
During the second half of the year the three more established
businesses Vico, Yotta and 2d3 were all profitable for the year as
well as disposing of its House of Moves subsidiary by way of a
management buyout. OMG Life continues to underperform and reported
a loss in its second half similar to the first half.
Redcentric Plc
Cost GBP3,284,909 (3,600,000 shares)
Market value GBP4,428,000 representing 5.12% of Net Asset
Value
The company is a mid-market network-based managed service
business delivering ICT solutions and services to meet its customer
and client needs. The group benefits from an established reputation
as an end to end managed service provider delivering innovative
technology to improve business productivity and efficiency.
Recent announcements suggest that the company has been
successful at winning further business from its existing customer
base and new customers. The group released a buoyant trading update
for the six months to the end of September highlighting positive
organic growth, cash flow and a 23% EBITDA growth for the full
year. With InTechnology now largely integrated and significant
headway in the debt the group are now again considering further
expansion strategies.
TEN LARGEST EQUITY HOLDINGS (continued)
as at 30 September 2014
Quarto Group Plc
Cost GBP4,004,064 (3,000,000 shares)
Market value GBP4,140,000 representing 4.78% of Net Asset
Value
The company is the world's leading international co-edition
publishing business 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.
Interim results for the year were disappointing, however the
management has positive revenue visibility and the benefits of the
group restructuring are starting to flow through. Quarto's debt
reduction is well on track maintaining an interim dividend which
implies a yield of 5.5%.
Journey Group Plc
Cost GBP5,673,525 (2,750,000 shares)
Market value GBP3,712,500 representing 4.29% of Net Asset
Value
The company is a specialist air support business providing
in-flight products, catering and cabin management services to the
airline and travel industry. The group's operations are organised
into two divisions, Watermark products and Airfayre (USA).
Watermark Products supplies in-flight products primarily to the
international airline industry on a global basis. The Airfayre
brand provides in-flight catering to the international and domestic
airline industry in the United States through its patent protected
supply chain.
The group's strategy is to develop the two separate divisions
into independent businesses. The company is in a strong financial
position to exploit any opportunities that arise in the future. The
first half of 2014 showed that the Group continues to make good
financial and strategic progress with strong cash generation.
Performance has been in line with management expectations.
Celsis AG
Cost GBP3,639 (594,276 shares)
Market value GBP3,665,623 representing 4.24% of Net Asset
Value
The company is the leading provider of rapid detection systems
to identify pathogens in liquid. Celsis produces results that are
80 percent faster than traditional microbial methods during screen
tests on the release of new products. This method has proved
favourable with Health & Beauty, Food & Beverage and
Pharmaceutical companies as it allows them to reduce, hold times,
inventory requirements and costs without comprising quality.
Rapid Detection is performing in line with the budget. Strong
growth across the business but particularly in Asia, growing at
30%, and in Pharmaceuticals, which makes up just 10% of sales but
is growing at 25% p.a. Research on a new 8-hour test is nearly
complete and patented. The company is expected to achieve
investment liquidity in the coming year.
Guinness Peat Group Plc
Cost GBP4,122,680 (12,500,000 shares)
Market value GBP3,575,800 representing 4.13% of Net Asset
Value
The company is an investment holding company which is in
liquidation. 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, however, this process is
likely to continue well into 2015.
The group maintains its full outlook for the year and at a Group
level expect operating profit to be impacted further by Crafts
performance although attributing profit will be in line with the
expectations of the market. The industrial division is expected to
further deliver year on year sales growth with an increasing volume
growth through market share gains in new market entries and
underlying market growth.
TEN LARGEST EQUITY HOLDINGS (continued)
as at 30 September 2014
Assetco Plc
Cost GBP2,600,000 (1,050,000 shares)
Market Value GBP2,992,500 representing 3.46% of Net Asset
Value
The company has successfully negotiated a new three year
contract for services in Abu Dhabi. The company's priority is to
further expand operations in the region and negotiations to this
effect are ongoing. Assetco is now profitable and has a sustained
net cash balance.
Bioquell Plc
Cost GBP3,586,360 (3,000,000 shares)
Market value GBP2,580,000 representing 2.98% of Net Asset
Value
The company is a UK conglomerate with two divisions consisting
of Bio-decontamination and TRaC. The Bio-decontamination division
develops, designs and manufactures specialist surface sterilisation
and filtration technology as a component of life sciences, defence
sectors and health care and is a world leader in this market
sector. TRaC division provides specialist testing, regulatory and
compliance services to companies around the UK. The company is
currently introducing a number of new products which could enhance
profitability over the next few years. The first half of the year
was extremely tough for the Group's Bio division which has faced a
number of difficulties. However the business has started a cost
reduction program with an adjusted business model which should help
to generate financial returns from the divisions' core technology.
The single patient room pods and the HPV bio decontamination
equipment have become increasingly in demand as a result of the
outbreak of the Ebola virus. TRaC continues to trade well and is
looking at a number of interesting opportunities to scale up on
both technologically and geographically services provided to its
clients.
DIRECTORS' RESPONSIBILITY STATEMENT
The principal risks and uncertainties of the Company remain
unchanged from what was disclosed in the March 2014 annual report.
The Board's view is that these risks remain appropriate for the
remainder of 2014.
We confirm that to the best of our knowledge:
-- the unaudited condensed interim financial statements have
been prepared in conformity with IAS 34, 'Interim financial
Reporting', and give a true and fair view of the assets,
liabilities, financial position and return of the undertakings, as
required by DTR 4.2.4R;
-- the Chairman's Statement, the Investment Manager's Report,
the Interim Management Report and the notes to the unaudited
condensed interim financial statements meet the requirements of an
interim management report, and include a fair view of the
information required by:
1. DTR 4.2.7R of the Disclosure and Transparency Rules of the
UK's Financial Conduct Authority, being an indication of important
events that have occurred during the first six months of the
financial year and their impact on the set of financial statements;
and a description of the principal risks and uncertainties for the
remaining six months of the year; and
2. DTR 4.2.8R of the Disclosure and Transparency Rules of the
UK's Financial Conduct Authority, being related party transactions
that have taken place in the first six months of the current
financial year and that have materially affected the financial
position or performance of the Company during that period; and any
changes in the related party transactions described in the last
annual report that could do so.
By order of the Board
Walid Chatila Rupert Evans
Director Director
20 November 2014 20 November 2014
INTERIM MANAGEMENT REPORT
Business review
A review of the Company's activities is given in the Corporate
Summary on page 3, the Chairman's Statement on page 4 and the
Investment Manager's Report on page 5.
Company
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 2013 - Nil, 31 March 2014- Nil).
Capital values
At 30 September 2014 the value of net assets available to
Shareholders was GBP86,554,461 (30 September 2013 - GBP77,051,436,
31 March 2014 - GBP88,497,381) and the Net Asset Value per share
was GBP5.20 (30 September 2013 - GBP4.27, 31 March 2014 -
GBP5.31).
Related party transactions
Related party transactions are disclosed in note 8 to the
unaudited condensed financial statements.
Risks and uncertainties
The main risks arising from the Company'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 Company'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 Company 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 2014. 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 Company is
Sterling and, therefore, the Company's principal exposure to
foreign currency risk comprises investments priced in other
currencies, principally US Dollars. The Investment Manager monitors
the Company's exposure to foreign currencies and reports to the
board on a regular basis. The Investment Manager measures the risk
to the Company 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 Company's assets, liabilities, income and
expenses are exposed.
Income denominated in foreign currencies is converted to
Sterling on receipt.
The Company's financial assets comprise fixed and equity
investments, trade receivables and cash balances.
The Company finances its investment activities through the
Company's Ordinary Share capital and reserves. The Company's
financial liabilities comprise trade payables.
INTERIM MANAGEMENT REPORT (continued)
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 Company'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 Company.
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 Company's exposure to price risk comprises mainly movements
in the value of the Company'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 Company's objectives and is directly responsible for
investment strategy and asset allocation.
(ii) Liquidity risk
This is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities.
Liquidity risk is significant as the Company invests in unlisted
equities and other investments that may not be readily
realisable.
In accordance with the Company's policy, the Investment Manager
monitors the Company's liquidity risk, and the Board of Directors
reviews it.
(iii) Credit risk
The Company 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 Company's cash flows, should a default happen. The Company's
maximum credit risk exposure at the unaudited condensed statement
of financial position date is represented by the respective
carrying amounts of the financial assets in the Unaudited Condensed
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 STATEMENT OF COMPREHENSIVE INCOME
for the six month period ended 30 September 2014, expressed in
GBP Sterling
Six months Six months Year ended
ended 30 ended 30 31
September 2014 September 2013 March 2014
(Unaudited) (Unaudited) (Audited)
Notes GBP GBP GBP
Income
Dividends 581,716 994,494 1,283,063
Other Income 22,645 626 626
--------------- --------------- -------------
604,361 995,120 1,283,689
Realised gains on investments 6,404,263 5,949,452 9,575,555
Unrealised (loss)/gain on revaluation of investments (8,037,083) 3,301,489 16,834,944
(Loss)/Gain on foreign currency translation (3,460) 7,230 7,169
Total revenue (1,636,280) 9,258,171 26,417,668
--------------- --------------- -------------
Expenses
Management and investment advisory fees 465,896 387,395 972,241
Transaction costs 51,415 80,457 110,348
Directors' fees and expenses 100,058 69,054 145,610
Audit fees 18,860 18,162 36,488
Administration fees 42,463 35,558 74,783
Legal and professional fees 65,604 22,043 159,178
Registrar and transfer agent fees 9,820 5,849 22,580
Custodian fees 11,633 11,597 23,776
Insurance fees 2,577 2,459 4,777
Regulatory fees 3,414 14,030 16,255
Printing fees 6,016 141 12,000
Other expenses 8,215 40,110 134,433
--------------- --------------- -------------
Total expenses 785,971 686,855 1,712,469
--------------- --------------- -------------
Net (loss)/income for the period/year before taxation (1,817,890) 9,566,436 25,988,888
Withholding tax on dividends (71,100) (61,710) (94,344)
Other comprehensive income - - -
Total Comprehensive (loss)/income for the period/year (1,888,990) 9,504,726 25,894,544
--------------- --------------- -------------
(Loss)/Income per share - basic and diluted:
Ordinary Share 9 GBP(0.11) GBP0.53 GBP1.46
--------------- --------------- -------------
All items in the above statement are derived from continuing
operations.
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
as at 30 September 2014, expressed in GBP Sterling
30 September 2014 30 September 2013 31 March 2014
Notes GBP GBP GBP
(Unaudited) (Unaudited) (Audited)
Non-current assets
Listed investments designated at fair value through
profit or loss (Cost - 30 September 2014
GBP68,217069: 31 March 2014 - GBP59,038,000) 5 72,231,128 55,550,425 74,941,476
Unlisted investments designated at fair value
through profit or loss (Cost - 30 September
2014 GBP3,568,938: 31 March 2014 - GBP7,577,229) 5 7,399,113 11,494,147 11,096,195
79,630,241 67,044,572 86,037,671
------------------ ------------------ --------------
Current assets
Cash and cash equivalents 7,123,486 8,005,210 2,648,523
Amounts due from brokers 396,042 2,561,267 80,737
Dividends and interest receivable 70,350 100,500 65,400
Other receivables 8,596 12,983 6,716
7,598,474 10,679,960 2,801,376
------------------ ------------------ --------------
Total assets 87,228,715 77,724,532 88,839,047
------------------ ------------------ --------------
Current liabilities
Other payables and accrued expenses 407,137 320,239 316,993
Amounts due to brokers 267,117 352,857 24,673
674,254 673,096 341,666
------------------ ------------------ --------------
Net assets 86,554,461 77,051,436 88,497,381
------------------ ------------------ --------------
Shareholders' equity
Called up share capital 4 51,011,588 51,735,373 51,018,780
Capital redemption reserve 1,246,500 1,246,500 1,246,500
Other reserves 6 34,296,373 24,069,563 36,232,101
Total equity shareholders' funds 86,554,461 77,051,436 88,497,381
Net Asset Value per Share - basic and diluted 8,9 GBP5.20 GBP4.27 GBP5.31
------------------ ------------------ --------------
The condensed financial statements were approved by the Board of
Directors on 20 November 2014 and are signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
Six month period Capital
to Share redemption
30 September 2014 Capital reserve Other reserves Total
(Unaudited) Notes GBP GBP GBP GBP
--------------------- ------ ----------- ------------ --------------- ------------
Balance at 1 April
2014 51,018,780 1,246,500 36,232,101 88,497,381
Total Comprehensive
Income for the
period - - (1,888,990) (1,888,990)
Transactions with
owners
- Cancellation of
shares 4 (7,192) - (46,738) (53,930)
--------------------- ------ ----------- ------------ --------------- ------------
Total transactions
with owners (7,192) - (46,738) (53,930)
--------------------- ------ ----------- ------------ --------------- ------------
Balance at 30 September
2014 51,011,588 1,246,500 34,296,373 86,554,461
----------------------------- ----------- ------------ --------------- ------------
Six month period to
30 September 2013
(Unaudited)
-------------------------- ----------- ---------- ------------ ------------
Balance at 1 April
2013 52,103,367 1,246,500 16,539,557 69,889,424
Total Comprehensive
Income for the
period - - 9,504,726 9,504,726
Transactions with
owners
- Cancellation of
shares (367,994) - (1,974,720) (2,342,714)
-------------------------- ----------- ---------- ------------ ------------
Total transactions
with owners (367,994) - (1,974,720) (2,342,714)
-------------------------- ----------- ---------- ------------ ------------
Balance at 30 September
2013 51,011,588 1,246,500 24,069,563 77,051,436
-------------------------- ----------- ---------- ------------ ------------
Year to 31 March 2014 (Audited)
----------------------------------- ------------ ---------- ------------ ------------
Balance at 1 April
2013 52,103,367 1,246,500 16,539,557 69,889,424
Total Comprehensive
Income for the
period - - 25,894,544 25,894,544
Transactions with
owners
- Cancellation of
shares 4 (1,084,587) - (6,202,000) (7,286,587)
------------------------------- ------------ ---------- ------------ ------------
Total transactions
with owners (1,084,587) - (6,202,000) (7,286,587)
------------------------------- ------------ ---------- ------------ ------------
Balance at 31 March 2014 51,018,780 1,246,500 36,232,101 88,497,381
----------------------------------- ------------ ---------- ------------ ------------
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
for the period ended 30 September 2014, expressed in GBP
Sterling
Six months Six months Year
ended ended Ended
30 September 30 September 31 March
2014 2013 2014
GBP GBP GBP
Notes (Unaudited) (Unaudited) (Audited)
Net cash inflow from operating activities 7 4,478,423 6,532,809 6,120,056
Financing Activities
Cancellation of shares - (2,342,714) (7,286,587)
Cash outflow from financing activities - (2,342,714) (7,286,587)
------------- -------------- --------------
Net increase/(decrease) in cash and cash equivalents 4,478,423 4,190,095 (1,166,531)
------------- -------------- --------------
Cash and cash equivalents at beginning of the period/year 2,648,523 3,807,885 3,807,885
Effect of exchange rate fluctuations on cash and cash
equivalents (3,460) 7,230 7,169
Cash and cash equivalents at end of period/year 7,123,486 8,005,210 2,648,523
------------- -------------- --------------
For the period ended 30 September 2014, income received from
dividends and interest was GBP505,666.
NOTES TO THE CONDENSED 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. Basis of Preparation
These financial statements, which comply with the Companies
(Guernsey) Law, 2008 (as amended), have been prepared in accordance
with International Accounting Standard 34 ("IAS 34"), Interim
Financial Reporting. They do not include all the disclosures that
would otherwise be required in a complete set of financial
statements and should be read in conjunction with the Annual Report
prepared to 31 March 2014.
The Directors believe it is appropriate to adopt the going
concern basis in preparing the financial statements as, after due
consideration, including but not restricted to, the review of the
budget and cash flow forecast for the next financial period, the
Directors consider that the Company has adequate resources to
continue in operational existence for the foreseeable future.
The financial statements have also been prepared using the same
accounting policies applied for the year ended 31 March 2014
financial statements, which were prepared in accordance with IFRS,
and which received an unqualified audit opinion.
The only exception would relate to new accounting standards and
interpretations that became effective for the first time during the
period or any early adopted standards.
There were no new accounting standards adopted during the
period.
New standards and interpretations not yet effective and not
early adopted by the Company
The table below lists the new standards, amendments to standards
and interpretations are not effective for the period ended 30
September 2014, and have not been early adopted for these financial
statements.
New/Revised Standard(s) Effective for annual
periods
beginning on or after
------------------------------------------------ ---------------------------
IFRS 9, 'Financial Instruments' 1 January 2018
IFRS 7, - Amendments from annual improvements 1 January 2016
project
in September 2014
IFRS 10, IFRS 12, IAS 27, 'Investment Entities' 1 January 2016
- Amendments
Amendments to IAS 39 - Novation of Derivatives 1 January 2014
and
Continuation of Hedge Accounting
In the opinion of the Directors, these will not have a
significant impact on the financial statements of the Company.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
3. Use of estimates and judgements
The preparation of financial statements in accordance with IAS
34 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 condensed 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 condensed statement of financial position date
remains the best indicator of fair value.
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.
a) Financial Assets
Classification
All investments of the Company 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 Company's documented investment
strategy. Therefore the Directors consider that this is the most
appropriate classification.
Measurement
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 Statement of Comprehensive Income. Transaction costs are
separately disclosed in the Statement of Comprehensive Income.
Listed investments have been valued at the bid market price
ruling at the 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.
The fair value of unlisted investments is 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 Company'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
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.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
3. Use of estimates and judgements (continued)
a) Financial Assets (continued)
As a basis for considering market participant assumptions, IFRS
13 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 of the annual
report and financial statements to 31 March 2014.
b) 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 Condensed Statement of Comprehensive Income over
the period of the borrowings on an effective interest basis.
Financial liabilities are derecognised from the Condensed
Statement of Financial Position only when the obligations are
extinguished either through discharge, cancellation or
expiration.
4. Share Capital and Share Premium
a) Authorised share capital
Number of
Shares GBP
Authorised:
Ordinary shares of 50p
each 90,000,000 45,000,000
----------- -----------
b) Ordinary Shares Issued - 1 April 2014 to 30 September 2014
Number Share Capital
Ordinary Shares of 50p each of Shares GBP
At 1 April 2014 16,650,992 51,018,780
Cancellation of
shares (14,381) (7,192)
----------- --------------
At 30 September
2014 16,636,611 51,011,588
----------- --------------
Between 1 April 2014 and 30 September 2014, the Company carried
out 1 share buyback, resulting in a total reduction of 14,381
shares for a cost of GBP53,930. These shares were subsequently
cancelled.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
4. Share Capital and Share Premium (continued)
Ordinary Shares Issued - 1 April 2013 to 31 March 2014
Ordinary Shares of 50p each Number Share Capital
of Shares GBP
At 1 April 2013 18,813,724 52,103,367
Cancellation of
shares (2,162,732) (1,084,587)
------------ --------------
At 31 March 2014 16,650,992 51,018,780
------------ --------------
5. Financial Instruments
In accordance with IFRS 13, the table below analyses financial
instruments measured at fair value at the end of the reporting
period by the level in the fair value hierarchy into which the fair
value measurement is categorised.
30 September 2014 Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Financial assets at fair
value
through profit or loss
Listed securities 72,231,128 - - 72,231,128
Unlisted securities - - 7,399,113 7,399,113
72,231,128 - 7,399,113 79,630,241
----------- -------- ---------- -----------
Level
31 March 2014 Level 1 2 Level 3 Total
GBP GBP GBP GBP
Financial assets at
fair value
through profit or loss
Listed securities 74,941,476 - - 74,941,476
Unlisted securities 1,680,000 - 9,416,195 11,096,195
76,621,476 - 9,416,195 86,037,671
----------- ------ ---------- -----------
The following table summarises the changes in fair value of the
Company's Level 3 investments for the period ended 30 September
2014.
30 September 31 March
2014 2014
GBP GBP
Balance at the beginning of the period/year 9,416,195 11,807,519
Net realised gain on investments 2,419,763 4,557,221
Unrealised loss on investments (1,185,427) (249,817)
Purchase of investments 791,943 1,234,119
Sale of investments (4,043,361) (7,932,846)
Transfers into/(out of) level 3 - -
Balance at the end of the period/year 7,399,113 9,416,195
------------- ------------
Change in unrealised (loss)/gain on
investments included in Statement of
Comprehensive Income for Level 3 investments
held (1,471,467) 3,216,009
------------- ------------
There were no transfers between the levels in the period ended
30 September 2014 and for the year ended 31 March 2014.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
5. Financial Instruments (continued)
Transfers between levels are determined based on changes to the
significant inputs used in the fair value estimation. The directors
have selected an accounting policy to apply transfers between
levels in the fair value hierarchy at the beginning of the relevant
reporting period.
The table below sets out information about significant
unobservable inputs used at 30 September 2014 in measuring
financial instruments categorised as Level 3 in fair value
hierarchy.
Sensitivity
to changes
Fair Value in significant
at 30 September Unobservable unobservable
Valuation Method 2014 inputs Factor inputs
GBP
The estimated
fair value
would increase
if:
- the Earnings
Comparative Earnings multiple was
Company Multiples 3,899,743 multiple 7x increased
-------------------- ---------------------------------- ------------- ------- ----------------
The rest of the investments classified as level 3 have not been
included in the above analysis as they either have a fair value
that approximates to the transaction price or is cash held in
escrow pending the outcome of certain post sale conditions (i.e
warranties).
Although the Company believes that its estimates of fair value
are appropriate, the use of different methodologies or assumptions
could lead to different measurements of fair value. For fair value
measurements in Level 3, changing one or more of the assumptions
used to reasonably possible alternative assumptions would have the
following effects on the net assets attributable to the
shareholders.
Valuation Method Input Sensitivity used GBP
----------------------- ---------- ------------------ ------------------
Comparative Company
Multiples Multiple +/-10%(7.7/6.3) 342,230/(518,302)
6. Other Reserves
Revenue Repurchase
Reserves of Shares Total
GBP GBP GBP
At the beginning of the
period 54,728,261 (18,496,160) 36,232,101
Movement in the period (1,888,990) (46,738) (1,935,728)
At the end of the period 52,839,271 (18,542,898) 34,296,373
------------ ------------- ------------
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
7. Cash Flows from Operating Activities
30 September 30 September 31 March
2014 2013 2014
GBP GBP
Net (loss)/income for the
period/year (1,888,990) 9,504,726 25,894,544
------------- -------------- ---------------
Realised gains on investments (6,404,263) (5,949,452) (9,575,555)
Unrealised loss/(gain) on
revaluation of investments 8,037,083 (3,301,489) (16,834,944)
Net loss/(gain) on foreign currency
translation 3,460 7,230 (7,169)
1,636,280 (9,258,171) (26,417,668)
------------- -------------- ---------------
Purchase of investments (21,494,013) (10,475,994) (35,197,229)
Proceeds from sale of investments 26,214,693 19,411,067 42,298,757
4,720,680 8,935,073 7,101,528
------------- -------------- ---------------
Increase in dividends receivable (4,950) (83,000) (47,900)
Increase in other receivables (1,880) (10,598) (4,331)
(Increase)/decrease in amounts
due from brokers (315,305) (2,561,267) (80,737)
Increase in amounts due to
brokers 242,444 352,856 24,673
Increase/(decrease) in other
payables and accrued expenses 90,144 (346,810) (350,053)
------------- -------------- ---------------
10,453 (2,648,818) (458,348)
------------- -------------- ---------------
4,478,423 6,532,809 6,120,056
------------- -------------- ---------------
8. Reconciliation of the Net Asset Value to Published Net Asset Value
30 September 2014 31 March 2014
GBP GBP
Ordinary Shares GBP per GBP per
share share
Published Net Asset Value 88,020,231 5.29 90,030,373 5.41
Unrealised loss on revaluation
of
investments at bid / mid price* (1,465,770) (0.09) (1,532,992) (0.10)
Net Asset Value attributable
to shareholders 86,554,461 5.20 88,497,381 5.31
-------------- --------- -------------- ---------
* In accordance with International Financial Reporting
Standards, as adopted by the European Union, the Company's long
investments have been valued at bid price in the condensed
financial statements. However, in accordance with the Company'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 Company 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.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued)
9. Earnings per Share and Net Asset Value per Share
The calculation of basic earnings per share for the Ordinary
Share is based on a net loss of GBP(1,888,990) (30 September 2013 -
GBP9,504,726) and the weighted average number of shares in issue
during the period of 16,650,913 shares (30 September 2013 -
18,569,729 shares). At 30 September 2014 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 GBP88,554,461 (31 March 2014 -
GBP88,497,381) and the number of shares in issue at the period end
of 16,636,611 shares (31 March 2014 - 16,650,992 shares).
10. Related Parties
The Investment Manager is considered to be a related party. The
fees paid to the Investment Manager are included in the Condensed
Statement of Comprehensive Income.
At 30 September 2014 GBP231,837 (31 March 2014 - GBP150,470)
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 Statement of
Comprehensive Income.
At 30 September 2014, GBP33,523 (31 March 2014 - GBP32,795)
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.
11. 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 Interim Financial Statements.
ADMINISTRATION
Registered Office
BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey,
GY1 1WA
Investment Manager
Harwood Capital LLP
6 Stratton Street, Mayfair, London, W1J 8LD
Custodian
BNP Paribas Securities Services S.C.A., Guernsey Branch
P.O. Box 482, BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, Channel Islands, GY1 1WA
Secretary and Administrator
BNP Paribas Securities Services S.C.A., Guernsey Branch
P.O. Box 482, BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, Channel Islands, GY1 1WA
Registrars
Capita Registrars (Guernsey) Limited
PO Box 627, St Sampson, Guernsey, GY1 4PP
Stockbroker
Winterflood Securities Limited
The Atrium Building
Cannon Bridge House
25 Dowgate Hill
London
EC4R 2GA
Independent Auditors
KPMG Channel Islands Limited
Glategny Court, Glategny Esplanade, St Peter Port, Guernsey, GY1
1WR
Legal Advisors
To the Company as to Guernsey
law:
Mourant Ozannes
1, Le Marchant Street, St
Peter Port,
Guernsey, Channel Islands,
GY1 4HP
To the Company as to English
law:
Bircham Dyson Bell
50 Broadway
London, SW1H 0BL
Website
www.oryxinternationalgrowthfund.co.uk
Enquiries:
Jasper Cross
BNP Paribas Securities Services SCA, Guernsey Branch
Tel: 01481 750859
A copy of the Company's Annual Report and Financial Statements
is available from the Company Secretary, BNP Paribas Securities
Services S.C.A., Guernsey Branch at BNP Paribas House, 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 PGGMGGUPCUBC
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