TIDMOIG
RNS Number : 6306V
Oryx International Growth Fund Ld
24 July 2018
24 JULY 2018
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 FINAL RESULTS FOR THE YEARED 31 MARCH 2018
A copy of the Company's Annual Report and Financial Statements
will be available via the following link:
www.oryxinternationalgrowthfund.co.uk
STRATEGIC REPORT
COMPANY OVERVIEW
Key Figures
(GBP in millions, except per share data) At 31 March At 31 March
2018 2017
Net Asset Value ("NAV") attributable to
shareholders
- Ordinary Shares 125.24 119.23
Investments 107.39 110.54
Cash and cash equivalents 18.74 8.95
Net Asset Value per share attributable
to shareholders
- Ordinary Shares 8.82 8.02
Share Price 7.60 6.40
Discount to Net Asset Value (based on published
NAV) (15.56)% (21.86)%
Earnings per share 0.73 1.10
CHAIRMAN'S STATEMENT
I am very pleased to report another year of solid results for
the year ended 31 March 2018 with the Net Asset Value per share
rising by 10% which follows last year's increase of 16.4%. The 3, 5
and 10 year record shows NAV per share increasing by 55%, 138% and
246% respectively. This very satisfactory trend of delivering value
to shareholders is derived from our strategy of only investing in
companies where value can be identified and realised through
pro-active management.
In line with our stated policy, your Board do not propose paying
a dividend. However, it will be our intention to continue buying
back ordinary shares when the discount allows it to be enhancing to
net asset value. During the year under review, 667,000 ordinary
shares were purchased at an average discount of 18% which
represented 4.5% of the issued ordinary shares as at 31 March
2017.
The outlook for the economy generally seems fairly subdued with
the fortunes of smaller companies sensitive to the level of
confidence in the wider economy. We are therefore dependent on the
abilities of the Harwood Capital team, led by Christopher Mills to
continue to identify good investments with a view to creating and
realising value. Their long track record of doing this successfully
underpins your board's confidence in the future.
Nigel Cayzer
Chairman
23 July 2018
INVESTMENT ADVISER'S REPORT
It is pleasing to note that the Company had another year of
double digit growth in the net asset value per share which rose by
10.0% in the twelve month period, outperforming the broader small
cap market place.
During the year the Company repurchased for cancellation 667,000
shares at a discount to net asset value thereby benefitting all
long term shareholders.
Quoted Portfolio
The rise in the net asset value was positively impacted by the
takeovers of Quantum Pharma and Servelec at the end of 2017. EKF
also performed notably well during the period as results for 2017
exceeded market expectations. Ten Entertainment had a successful
public offering and the shares continued to perform well in the
aftermarket.
The principal disappointments during the year were Goals Soccer,
where the turnaround is taking longer than anticipated, and the
pharma companies Premethia, Sinclair Pharma and Midatech all of
which disappointed the market to a greater or lesser extent.
Unquoted Portfolio
As previously noted, Ten Entertainment went public during the
year. Jaguar Holdings successfully won a major contract from
American Airlines and was consequently marked up. Sherwood Holdings
on the other hand performed worse than expected and was written
down. Interactive Investor changed its name to Antler Holdco and
recent performance has been very encouraging. One new investment
was made during the year - Tradewise, a specialty UK and Gibraltar
based motor insurance company. Finally, Viking continues to trade
in line with management expectations.
Outlook
Once again it is unlikely that the smaller companies in the
United Kingdom will perform notably well in the coming year. The UK
economy has grown consistently since 2008, much of it on increased
consumer debt, and this must inevitably result in a period of
economic consolidation.
There are, however, a number of catalysts in the portfolio which
will hopefully enable the net asset value to show further progress
in the current year. Furthermore, approximately, 15% of the net
assets are held in cash thereby enabling the Company to participate
in new opportunities as they arise.
Harwood Capital LLP
23 July 2018
TEN LARGEST HOLDINGS
As at 31 March 2018 As at 31 March 2017
Holding Cost Fair % of Holding Cost Fair % of
Units Value NAV Units Value NAV
--------------------- ------------ ---------- ----------- ------ ----------- ---------- ----------- -------
EKF Diagnostics
Holdings Plc 39,000,000 5,363,494 10,530,000 8.41% 40,000,000 5,501,020 8,500,000 7.13%
------------ ---------- ----------- ------ ----------- ---------- ----------- -------
Satellite Solutions
Worldwide Group 100,000,000 6,548,358 8,600,000 6.87% - - - -
------------ ---------- ----------- ------ ----------- ---------- ----------- -------
Gleeson (M.J.)
Group Plc 1,000,000 2,033,867 7,260,000 5.80% 2,000,000 4,067,733 12,630,000 10.59%
------------ ---------- ----------- ------ ----------- ---------- ----------- -------
Minds + Machines
Group 51,000,000 4,203,082 4,896,000 3.91% 50,500,000 4,131,661 4,418,750 3.71%
------------ ---------- ----------- ------ ----------- ---------- ----------- -------
Bioquell Plc 1,500,000 1,793,180 4,800,000 3.83% 1,500,000 1,793,180 2,235,000 1.87%
------------ ---------- ----------- ------ ----------- ---------- ----------- -------
Sportech Plc 8,000,000 4,720,455 4,640,000 3.70% 3,600,000 2,673,429 3,636,000 3.05%
------------ ---------- ----------- ------ ----------- ---------- ----------- -------
Hargreaves Services
Plc 1,250,000 4,130,373 4,125,000 3.29% - - - -
------------ ---------- ----------- ------ ----------- ---------- ----------- -------
Avingtrans Plc 1,900,004 5,831,266 3,933,010 3.14% - - - -
------------ ---------- ----------- ------ ----------- ---------- ----------- -------
Lakehouse Plc 10,000,000 3,384,289 3,850,000 3.07% 10,000,000 3,384,289 4,575,000 3.84%
------------ ---------- ----------- ------ ----------- ---------- ----------- -------
Ten Entertainment
Group Plc 1,515,000 987,793 3,636,000 2.90% 2,040,960 1,754,663 4,533,223 3.80%
------------ ---------- ----------- ------ ----------- ---------- ----------- -------
EKF Diagnostics Holdings Plc
EKF Diagnostics is a global integrated market leader in the
medical diagnostics business, offering a large range of hemoglobin
and hematocrit analyzers. Essentially it focuses on diagnostics for
the Point of Care market, demonstrating a way to make blood and
anemia screening more accessible and affordable. The business also
has a clinical laboratory division where its liquid reagents can be
used widely in analyzers found in hospital laboratories.
EKF is now primed for the next phase of growth, having delivered
on its strategic review to reduce costs and improve operating and
gross margins. It has continued to win new significant contracts
and launch new products into key markets, with net cash generation
remaining positive. In January the group announced plans to launch
a spin off, Renalytix. Renalytix will be able to target diabetic
patients who are at risk of progressive kidney failure. Any value
created from Renalytix would represent significant upside.
Satellite Solutions Worldwide Group
Satellite Solutions Worldwide operates as a leading global
telecommunication offering very fast broadband to rural
communities, which traditional broadband providers cannot deliver.
The business uses a proprietary cloud-based software to integrate
customers and to reduce the cost base. The group is becoming the
distinguished alternative broadband provider in Australia and
Europe. There is significant upside to come through a combination
of organic growth, strategic well-placed acquisitions and joint
venture partnerships agreements.
Gleeson (M.J.) Group Plc
Gleeson Group operates two divisions, Gleeson Homes and Gleeson
Strategic Land. Gleeson Homes continues to show a strong increase
in revenues from the previous years. This has been driven by robust
demand for affordable housing among the group's core northern
customer base. Gleeson Strategic Land continues to enjoy continuing
success in securing residential planning permission as well as
progressing the sale of several of its southern UK sites, with a
strong future pipeline. This twin track strategy continues to build
momentum delivering increased revenues, profits, cash and margins
as management puts in place the infrastructure to deliver its
2,000-homes a year target.
Minds + Machines Group
Mind + Machines Group targets top level domain names and
operates as a sales and marking led business. The portfolio is
focused around geography names (.London, .Miami, .Boston), Consumer
interests (.Wedding, .Cooking, .Fashion), professional occupations
(.Law, .dds), Lifestyle (.Yoga, .Fit, .Surf), generic names (.VIP
and .Work) and also outdoor activities (.Garden and .Fishing).
The Group continue to target key demographic markets: U.S.,
Europe and Asia and continue to see strong growth in the .VIP
domain name, while focusing on being a pure-play registry. The
company is in the process of completing its strategic review, which
has seen the cost base reduced, achieving profitability across key
regional markets.
Bioquell Plc
Bioquell is a global leader in Bio-decontamination systems
developing, designing and manufacturing specialist surface
sterilisation and filtration technology. The group uses hydrogen
peroxide vapor to eliminate micro-organisms such as viruses,
bacteria and fungi. Bioquell acts as an important supplier to life
sciences and lead health care companies around the world
The group has been through transformational period and is now
focused as a pure play on bio decontamination solutions. Legacy
defence sales have further declined and the group will undertake a
strategic review of the business long term. The growth of the
business lies in opportunities in America, where the addressable
market is potentially very exciting.
Sportech Plc
Sportech is a world leader in pari mutuel pools betting and
operates through sixty-four venues, under three business segments
in the gaming industry. The strategy has focused upon improving
digital betting channels and winning exclusive new license deals in
certain States in America.
Following the sale of its UK business, the company has
significantly reduced its cost base which should result in an
improvement in profitability over the next twelve months. The
Supreme Court in the USA has now approved domestic sports betting.
This is expected to materially improve the company's long term
prospects.
Hargreaves Services Plc
Hargreaves Services aims to deliver returns in three key asset
classes; Energy, infrastructure and the property sector. The
business has evolved from a traditional model of industrial
services and logistics to incorporate renewable energy, civil
engineering, land restoration and remediation. The company has
developed a pipeline of opportunities with a land bank of 18,000
acres of land across the UK, which will have a mixed use purpose of
residential, commercial property and industrial use.
The group has seen a strong performance in its Germany and
industrial service, combined with substantial gains in the Property
and Energy portfolio. The spin off of Brockwell Energy is expected
to happen shortly which will reduce debt and produce a high quality
two year revenue stream. The strategy remains focused on
simplifying the business while delivering strong returns within the
group whilst generating cash.
Avingtrans Plc
Avingtrans is a leading provider of highly skilled engineering
components, systems and services to medial, energy and traffic
management industries worldwide. The business operates as a buy and
build strategy and looks to find undervalued business as add on's
in niche engineering sectors of the market.
The group recently purchased Hayward Tyler and is making strong
progress with integrating it into their existing business model.
They should be well advantaged to benefit from the recent U.S. tax
reforms, which should lead to opportunities to grow sales in the
Energy and Medical markets whilst improving margins.
Lakehouse Plc
Lakehouse has established itself as a leading asset and energy
support services group. The group has focused on four divisions:
regeneration, compliance, energy services and construction offering
a growing range of services across the public and private sectors.
The business has established a strategy based on organic growth
complemented by value added enhancing acquisitions.
The group has been through a restructuring process selling some
of its non-core assets, while increasing its presence in gas
compliance and energy services. The business has announced the
disposal of Orchard Energy which will strengthen the balance sheet.
The company's management continue to be tied to an incentive scheme
tied to shareholder value.
Ten Entertainment Group Plc
Ten Entertainment Group operates forty-two ten-pin bowling sites
across the UK. The group specialises in locating bowling sites on
mixed use retail and leisure which offers table tennis, arcade
machines and pool tables as well as offering food and beverages.
The Business was relisted on the AIM Market last year and has had a
strategy focusing on organic and acquisition growth. The group
continue to enhance growth through investment in technology with
the successful launch of pins and strings, while focusing on
refurbishing existing sites.
INVESTMENT SCHEDULE
as at 31 March 2018, expressed in GBP Sterling
Holding Fair Value Proportion
Units of Net Assets
GBP %
LISTED INVESTMENTS
Great Britain - Equities (77.03%,
2017: 81.30%)
1Spatial Plc 25,000,000 650,000 0.52
7 Digital Group Plc 7,500,000 337,500 0.27
Animalcare Group Plc 450,000 1,215,000 0.97
Arden Partners Plc 750,000 330,000 0.26
Assetco Plc 1,050,000 2,730,000 2.18
Augean Plc 8,300,000 2,324,000 1.86
Avingtrans Plc 1,900,004 3,933,010 3.14
Benchmark Holdings Plc 6,000,000 3,360,000 2.68
Bioquell Plc 1,500,000 4,800,000 3.83
Brady Plc 250,000 147,500 0.12
Catalyst Media Group Plc 3,125,000 2,187,500 1.75
Dialight Plc 20,000 99,600 0.08
Easyhotel Plc 750,000 825,000 0.66
Eckoh Plc 5,000,000 2,000,000 1.60
EKF Diagnostics Holdings Plc 39,000,000 10,530,000 8.41
Ergomed Plc 1,750,000 3,150,000 2.52
Frenkel Topping Group Plc 7,500,000 3,630,000 2.90
Goals Soccer Centres Plc 5,016,500 3,511,550 2.80
Hargreaves Services Plc 1,250,000 4,125,000 3.29
Harwood Wealth Management Group Plc 2,500,000 3,625,000 2.89
HML Holdings Plc 5,863,431 1,700,395 1.36
IDE Group Holdings Plc 750,000 105,000 0.08
Lakehouse Plc 10,000,000 3,850,000 3.07
Midatech Pharma Plc 1,250,000 325,000 0.26
Mission Marketing Group Plc 1,075,000 440,750 0.35
Gleeson (M.J.) Group Plc 1,000,000 7,260,000 5.80
Nasstar Plc 25,775,000 2,706,375 2.16
Omega Diagnostics Group Plc 3,100,000 449,500 0.36
Plastics Capital Plc 1,950,000 2,106,000 1.68
Premaitha Health Plc 17,000,000 680,000 0.54
Premier Veterinary Group Plc 200,000 64,000 0.05
Real Good Food Plc 1,945,000 291,750 0.23
Redcentric Plc 3,500,000 2,695,000 2.15
Redstoneconnect Plc 425,000 416,500 0.33
Satellite Solutions Worldwide Group 100,000,000 8,600,000 6.87
Sinclair Pharma Plc 2,500,000 487,500 0.39
Sportech Plc 8,000,000 4,640,000 3.70
Summit Therapeutics Plc 89,538 165,644 0.13
Tax Systems Plc 1,000,000 800,000 0.64
Ten Entertainment Group Plc 1,515,000 3,636,000 2.91
Water Intelligence Plc 700,000 1,540,000 1.23
96,470,074 77.02
British Virgin Islands - Equities (3.91%, 2017:
3.79%)
Minds + Machines Group Limited 51,000,000 4,896,000 3.91
4,896,000 3.91
France - Equities (0.18%, 2017: 0%)
Novacyt 350,000 220,500 0.18
220,500 0.18
USA - Equities (1.83%, 2017: 0.72%)
Spectra Systems Corp 835,000 751,500 0.60
751,500 0.60
Total listed investments 102,338,074 81.71
---------------------------------------- -------------- --------------- -------------------------
Holding Fair Value Proportion
Units of Net Assets
GBP %
UNLISTED INVESTMENTS
Great Britain - Debt (0.96%,
2017:
2.89%)
Sherwood Holdings Limited
Loan Notes 9,437,898 801,828 0.64
Loan - 398,766 0.32
--------------------------------- --------------------- ---------------------- -----------------------
1,200,594 0.96
Great Britain - Equities (1.26%,
2017: 2.56%)
365 Agile Group PLC 305,210 9,157 0.01
Antler Holdco Limited 5,853 228,267 0.18
Celsis Group Limited - - -
IPT Group Limited 112,498 - -
Public Services Properties
Investments
Limited 30,000 93,000 0.07
Sherwood Holdings Limited 8,333,333 - -
Sinav Limited - 155,770 0.12
Tradewise Group of Companies
Limited 1,094,528 1,094,528 0.87
1,580,722 1.26
Great Britain - Limited Partnership Interest
(0.50%, 2017: 0.42%)
BDB1 LLP - - -
Viking Investments 2 LP - 630,118 0.50
--------------------------------- --------------------- ---------------------- -----------------------
630,118 0.50
USA - Equities (1.31%, 2017:
1.05%)
Jaguar Holdings Limited 1,331,522 1,637,330 1.31
1,637,330 1.31
Total unlisted investments 5,048,764 4.03
--------------------------------- --------------------- ---------------------- -----------------------
Total investments 107,386,838 85.74
Cash 18,736,273 14.96
Other net current liabilities (881,598) (0.70)
Total net assets 125,241,513 100.00
--------------------------------- --------------------- ---------------------- -----------------------
Refer to Note 15 for further information on Segment
Information.
Principal Activities and Business Review
The principal activity of the Company is to carry out business
as an investment company. The Directors do not envisage any changes
in this activity for the foreseeable future.
Structure
The Company is a Guernsey Authorised Closed-Ended Collective
Investment Scheme pursuant to the Protection of Investors
(Bailiwick of Guernsey) Law 1987, as amended, and the Authorised
Closed Ended Investment Scheme Rules 2008 issued by the Guernsey
Financial Services Commission. It was incorporated and registered
with limited liability in Guernsey on 2 December 1994, with
registration number 28917. The Company has a premium listing on the
Main Market of the London Stock Exchange.
Investment Policy
The Company principally invests in small and mid-size quoted and
unquoted companies in the United Kingdom and United States. The
Investment Manager targets companies that have fundamentally strong
business models but where there may be specific factors which are
constraining the maximisation or realisation of shareholder value,
which may be realised through the pursuit of an activist
shareholder agenda by the Investment Manager. Dividend income is a
secondary consideration when making investment decisions.
Achieving the Investment Policy
The investment approach of the Investment Manager is
characterised by a rigorous focus on research and financial
analysis of potential investee companies so that a thorough
understanding of their business models is gained prior to
investment. Comprehensive due diligence, including one or more
meetings with management, as well as site visits, are standard
procedures before shares are acquired.
Typically the portfolio will comprise of 40 to 60 holdings (but
without restricting the Company from holding a more or less
concentrated portfolio in the future).
The Company may invest in derivatives, financial instruments,
money market instruments and currencies solely for the purpose of
efficient portfolio management (i.e. solely for the purpose of
reducing, transferring or eliminating investment risk in the
Company's investments, including any technique or instrument used
to provide protection against exchange and credit risks).
The Investment Manager expects that the Company's assets will
normally be fully invested. During periods in which changes in
economic conditions or other factors so warrant, the Company may
reduce its exposure to securities and increase its position in cash
and money market instruments.
A detailed description of the key risk controls employed by the
Investment Manager is disclosed in Note 16 of the financial
statements. An analysis of the Company's portfolio is disclosed
above including a description of the ten largest equity
investments. At the year end the Company's portfolio consisted of
55 holdings (2017: 54 holdings). The top 10 holdings represented
44.92% (2017: 51.99%) of total net assets.
The Board is responsible for determining the gearing strategy
for the Company. Gearing is used selectively to leverage the
Company's portfolio in order to enhance returns where, and to the
extent this is considered appropriate, to do so. Borrowings are
short term and particular care is taken to ensure that any bank
covenants permit maximum flexibility of the investment policy. The
Company does not currently have any borrowings.
The Company may only make material changes to its investment
policy with the approval of Shareholders (in the form of an
ordinary resolution).
Investment Restrictions
The Company has adopted the following policies:
(a) it will not invest in securities carrying unlimited liability;
(b) short selling for the purpose of efficient portfolio
management will be permitted provided that the aggregate value of
the securities subject to a contract for sale that has not been
settled and which are not owned by the Company shall not exceed 20
percent of the Net Asset Value. In addition, the Company may engage
in uncollateralised stock lending on normal commercial terms with
counterparties whose ordinary business includes uncollateralised
stock lending provided that the aggregate exposure of the Company
to any single counterparty shall not exceed 20 percent of the Net
Asset Value;
(c) it will not take legal or management control of investments in its portfolio;
(d) it will not buy or sell commodities or commodity contracts
or real estate or interests in real estate although it may purchase
and sell securities which are secured by real estate or commodities
and securities of companies which invest in or deal in real estate
commodities;
(e) it will not invest or lend more than 20 percent of its
assets in securities of any one company or single issuer;
(f) it will not invest more than 35 percent of its assets in
securities not listed or quoted on any recognised stock
exchange;
(g) it will not invest in any company where the investment would
result in the Company holding more than 10 percent of the issued
share capital of that company or any class of that share capital,
unless that company constitutes a trading company (for the purposes
or the relevant United Kingdom legislation) in which case the
company may not make any investment that would result in it holding
50 percent or more of the issued share capital of that company or
of any class of that share capital;
(h) it will not invest more than 5 percent of its assets in
units of unit trusts or shares or other forms of participation in
managed open-ended investment vehicles;
(i) the Company may use options, foreign exchange transactions
on the forward market, futures and contracts for differences for
the purpose of efficient portfolio management provided that:
(1) in the case of options, this is done on a covered basis;
(2) in the case of futures and forward foreign exchange
transactions, the face value of all such contracts does not exceed
100 percent of the Net Asset Value of the Company; or
(3) in the case of contracts for difference (including stock
index future or options) the face value of all such contracts does
not exceed 100 percent of Net Asset Value of the Company.
None of these restrictions, however, require the realisation of
any assets of the Company where any restriction is breached as a
result of an event outside the control of the Investment Manager
which occurs after the investment is made, but no further relevant
assets may be acquired by the Company until the relevant
restriction can again be complied with. In the event of any breach
of these investment restrictions, the Board will as soon as
practicable make an announcement on a Regulatory Information
Service and subsequently write to Shareholders if appropriate;
and
(j) the Company will ensure gearing does not exceed 20% of net assets.
Principal Risks and Uncertainties
The Directors confirm that they have carried out a robust
assessment of the principal risks facing the Company, including
those that would threaten its business model, future performance,
solvency, or liquidity.
The Board is responsible for the Company's system of internal
controls and for reviewing its effectiveness. The Board also
monitors the investment limits and restrictions set out in the
Company's investment objective and policy.
The principal risks that have been identified and the steps
taken by the Board to mitigate these are as follows:
Investment activity and performance
An inappropriate investment strategy may result in under
performance against the Company's objectives. The Board manages
these risks by ensuring a diversification of investments. The
Investment Manager operates in accordance with the investment
limits and restrictions policy determined by the Board. The
Directors review the limits and restrictions on a regular basis and
the Administrator monitors adherence to the limits and restrictions
every month and notifies the Board of any breach. The Investment
Manager provides the Board with management information including
performance data and reports, and the Stockbroker provides
shareholder analysis. The Directors monitor the implementation and
results of the investment process with the Investment Manager at
each Board meeting and monitor risk factors in respect of the
portfolio. Investment strategy is reviewed regularly.
Level of discount or premium
A discount or premium to NAV can occur for a variety of reasons,
including market conditions or to the extent investors undervalue
the management activities of the Investment Manager or discount
their valuation methodology and judgement. While the Directors may
seek to mitigate any discount to NAV per Share through share
buybacks, there can be no guarantee that they will do so and the
Directors accept no responsibility for any failure of any such
strategy to effect a reduction in any discount or premium.
Market price 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 Directors review and agree policies
for managing these risks. The policies have remained substantially
unchanged during the year under review. The Investment Manager
assesses the exposure to market risk when making each investment
decision and monitors the overall level of market price risk on the
investment portfolio on an ongoing basis.
Details of how the Board monitors the services provided by the
Investment Manager and the Administrator, and the key elements
designed to provide effective internal control are explained
further in the internal controls section of the Corporate
Governance Statement, which is set out below.
Management, Administration and Custody Arrangements
Pursuant to the Management Agreement dated 14 May 2002, which
was novated on 29 December 2003, Harwood Capital LLP provides
management services to the Company. The principal contents of the
Investment Management Agreement are disclosed in Note 4 to these
financial statements. The Management Agreement continues unless
terminated by either party on not less than twelve months' notice,
in writing or may be terminated forthwith as a result of a material
breach of the agreement or the insolvency of either party. No
compensation is payable on termination of the Agreement. The Board
reviews the performance of the Investment Manager, who carries out
the investment decisions for and on behalf of the Company. In the
opinion of the Directors, the continued appointment of the current
Investment Manager on the terms agreed is in the interests of the
Company's shareholders as a whole. The Investment Manager has wide
experience in managing and administering investment companies.
Please see Note 4 for details on the remuneration of the
Investment Manager and the Investment Adviser.
Harwood Capital LLP was authorised by the Financial Conduct
Authority ("FCA"), on 27 October 2014, as a Small Authorised UK
Alternative Investment Fund Manager ('AIFM') under the Alternative
Investment Fund Managers Directive (the 'AIFMD') and the Company
has been included in Harwood Capital LLP's Schedule of Alternative
Investment Funds ('AIFs'). As a Small Authorised UK AIFM, Harwood
Capital LLP is not subject to the full scope of the Directive but
must report to the FCA annually on the Company and the other AIFs
that it manages.
Administration, Custodian and Company Secretarial Services are
provided to the Company by BNP Paribas Securities Services S.C.A.,
Guernsey Branch.
Registrar services are provided by Link Market Services
(Guernsey) Limited.
Related Parties
The Investment Adviser and Directors are considered to be
related parties. Please refer to Note 18 for further detail.
Financial Review
At 31 March 2018, the net assets of the Ordinary Shares were
GBP125,241,513 (2017: GBP119,226,342). The Net Asset Value per
Ordinary Share was GBP8.82 (2017: GBP8.02). Details on the share
returns are under Note 14.
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 Rules and the requirements of the Companies (Guernsey) Law,
2008 (as amended). The Directors do not propose payment of a
dividend for the year ended 31 March 2018 (2017: Nil).
Performance Measurement and Key Performance Indicators
In order to measure the success of the Company in meeting its
objectives and to evaluate the performance of the Investment
Manager, the Directors take into account the following performance
indicators:
-- Returns and NAV - The Board reviews at each meeting the
performance of the portfolio as well as the NAV and share price of
the Company.
For and on behalf of the Board
Nigel Cayzer
Chairman
23 July 2018
DIRECTORS' REPORT
The Directors present the financial statements of the Company
and their report for the year ended 31 March 2018.
Share Capital
The Company's issued share capital as at 31 March 2018 consisted
of 14,192,125 Ordinary Shares of 50p nominal value each. All shares
hold equal rights with no restrictions and no shares carry special
rights with regard to the control of the Company.
During the year ended 31 March 2018, the Company purchased
667,000 Ordinary Shares for cancellation.
Since the year end 31 March 2018, the Company has not purchased
any Ordinary Shares for cancellation.
Buybacks
At the Annual General Meeting ("AGM") of the Company held in
August 2017, the Directors were granted the general authority to
purchase in the market up to 10% of the Ordinary Shares of each
class in issue (as at 31 August 2017). This authority will expire
at the forthcoming AGM. The Directors intend to seek annual renewal
of this authority from the Shareholders.
Pursuant to this authority, and subject to the Companies
(Guernsey) Law, 2008 and the discretion of the Directors, the
Company may purchase Ordinary Shares of a particular class in the
market on an ongoing basis with a view to addressing any imbalance
between the supply of and demand for Ordinary Shares of such class,
thereby increasing the Net Asset Value per Ordinary Share of that
class and assisting in controlling the discount to Net Asset Value
per Ordinary Share of that class in relation to the price at which
the Ordinary Shares of such class may be trading.
Substantial Share Interests
Based upon information deemed to be reliable as provided by the
Company's registrar, as at 31 March 2018 the following shareholders
owned 5% or more of the issued shares of the Company.
Number of Ordinary Percentage of share
shares class (%)
--------------------------------- ------------------- --------------------
The Bank of New York (Nominees)
Limited * 7,898,066 55.65%
Nortrust Nominees Limited 805,222 5.67%
--------------------------------- ------------------- --------------------
* The Bank of New York (Nominees) Limited is nominee for North
Atlantic Smaller Companies Investment Trust plc "NASCIT". NASCIT
has a holding of 7,106,467 Ordinary Shares. NASCIT is a related
party and further information is detailed in Note 18.
Notifications of Shareholdings
As at 31 March 2018, the Company had been notified in accordance
with Chapter 5 of the Disclosure Guidance and Transparency Rules
(which covers the acquisition and disposal of major shareholdings
and voting rights), of the following shareholders that had an
interest of greater than 5% in the Company's issued share
capital.
Number of Shares Percentage of total
voting rights (%)
--------------------- ----------------- --------------------
Harwood Capital LLP 7,106,467 50.07%
CG Asset Management 830,222 5.85%
Between 1 April 2018 and approval date of the financial
statements, no additional notifications were received.
Life of the Company
The Company does not have a fixed life. However, under Article
51 of the Articles of Incorporation, the Directors shall give due
notice of and propose or cause to be proposed a special resolution
that the Company be wound up at the AGM of the Company every two
years from 2011 onwards. Notices were tabled at the 2011, 2013,
2015 and 2017 AGMs, and in each case were not carried. This was in
line with the Board's recommendation to shareholders to vote
against these resolutions. The next notice will be given in the
2019 AGM documents, where the Board will recommend that
shareholders vote against this resolution.
Going Concern
The Directors have considered the Company's investment objective
and risk management policy, its assets and the expected income and
return from its investments. The Directors are of the opinion that
the Company is able to meet its liabilities and ongoing expenses as
they fall due and they have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for the foreseeable future. Accordingly, these financial statements
have been prepared on a going concern basis and the Directors
believe it is appropriate to continue to adopt this basis for a
period of at least 12 months from the date of approval of these
financial statements.
The going concern statement required by the Listing Rules and
the UK Corporate Governance Code is set out above and in the
"Directors' Responsibilities Report".
Viability Statement
At least once a year the Directors are required to carry out a
robust assessment of the principal risks and make a statement which
explains how they have assessed the prospects of the Company, over
what period they have done so and why they consider that period to
be appropriate, taking into account the Company's current position
and principal risks. The principal risks faced by the Company are
described above.
The prospects of the Company are driven by its investment
strategy, objectives and policy as summarised above, and also by
the conditions in the markets in which the Company invests and the
financial market in general.
In assessing the prospects of the Company, the Directors have,
in addition to taking into account the principal risks facing the
Company, taken into account the Company's current position, which
has included a process encompassing an examination of:
(i) the Investment Manager's view of the market conditions and
investment opportunities in the market to which the Company is
exposed, taking into consideration the financial markets
generally;
(ii) the liquidity and prospects of the underlying positions of the Company;
(iii) the extent to which the Company directly or indirectly uses gearing; and
(iv) the liquidity of the companies in which the Company invests.
Based on the results of their assessment process, the Directors
have concluded that a period of three years from the Statement of
Financial Position date is an appropriate period over which to
assess the prospects of the Company. Three years is deemed an
appropriate time period given the expected holding period needed to
realize the company's investment thesis from individual
investments, the general economic outlook, and the time needed for
realization of contingencies or claims. Consideration was also
given to the absence of bank borrowings as well as the Company
being a closed end investment company. Based on this, combined with
the level of cash held and listed investment holdings, the
Directors have a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as they fall
due within this period of assessment. This three year time period
assumes that the special resolution outlined in Article 51 of the
Articles of Incorporation, and under "Life of the Company" is not
passed at the AGM in 2019.
Disclosure of Information to Auditors
The Directors who were members of the Board at the time of
approving this Report are listed below. Each of those Directors
confirms that:
-- to the best of his knowledge and belief, there is no
information relevant to the preparation of their report of which
the Auditor is unaware; and
-- he has taken all steps a Director might reasonably be
expected to have taken to be aware of relevant audit information
and to establish that the Company's Auditor is aware of that
information.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from its
operations for the year to 31 March 2018 (2017: none), nor does it
have responsibility for any other emissions producing sources.
For and on behalf of the Board
Nigel Cayzer
Chairman
23 July 2018
CORPORATE GOVERNANCE REPORT
Applicable Corporate Governance Codes
The Board has considered how the principles and provisions of
The UK Corporate Governance Code 2016 ("the Code") have been
applied by the Company. A copy of the Code can be found at
www.frc.org.uk. The Board acknowledges and has reported on these
revisions to the Code (and the associated FRC Guidance on Audit
Committees).
The Guernsey Financial Services Commission ("GFSC") have stated
in the "Finance Sector Code of Corporate Governance" ("GFSC Code")
that companies which report against the UK Corporate Governance
Code are deemed to meet the GFSC Code, and need take no further
action.
Corporate Governance Statement
The Company has complied with the recommendations of the Code,
except as set out below and elsewhere in the Corporate Governance
Report.
The role of the chief executive
Since all the Directors are non-executive and day-to-day
management responsibilities are sub-contracted to the Investment
Manager, the Company does not have a Chief Executive Officer.
Executive directors' remuneration
As the Board has no executive directors, it is not required to
comply with the principles of the Code in respect of executive
directors' remuneration. Directors' fees are detailed in the
Directors' Remuneration Report.
Internal audit function
As the Company delegates to third parties its day-to-day
operations and has no employees, the Board has determined that
there is no requirement for an internal audit function. The
Directors review annually whether a function equivalent to an
internal audit is needed and will continue to monitor its systems
of internal controls in order to provide assurance that they
operate as intended.
The Company complies with the corporate governance statement
requirements pursuant to the FCA's Disclosure Guidance and
Transparency Rules by virtue of the information included in the
Corporate Governance section of the Annual Report together with
information contained in the Strategic Report and the Directors'
Report.
The Directors believe that this report and financial statements
presents a fair, balanced and understandable assessment of the
Company's position and prospects, and provides the information
necessary for shareholders to assess the Company's performance,
business model and strategy.
Remuneration and Management Engagement Committee
The Board has not deemed it necessary to appoint a Remuneration
or Management Engagement Committee as, being comprised of a
majority of independent Directors; the whole Board considers these
matters on an ongoing basis.
As the Company does not have any employees, the Board or Audit
Committee have not established arrangements by which staff of the
Company may, in confidence, raise concerns about possible
improprieties in matters of financial reporting or other
matters.
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.
Sidney Cabessa
French
Sidney Cabessa is also a director of Club-Sagem and
Mercator/Nature et découvertes. He 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. He has previously been Senior Adviser with Rothschild
and co (2012 to 2017); and is now Senior Adviser at Essling
Capital. He is also a director of Harwood Capital Management
Limited.
Walid Chatila
Canadian
Walid Chatila is a retired Certified Public Accountant (Texas
1984) and a Certified Professional Accountant (Ontario 1991). His
career includes international audit and special assignment
experience mostly in financial services in the Middle East and
North America from 1983 to 1993. A resident of Abu Dhabi, United
Arab Emirates, since 1993, he was the Finance Director of Emirates
Holdings from 1994 to 2006, and between 2006 and 2011, he assumed
the role of General Manager of Al Nowais Investment LLC. He was
also the General Manager of Arab Development Establishment until
June 2017.
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 a Partner and the Chief Executive Officer
of Harwood Capital LLP. He is also Chief Investment Officer of
North Atlantic Smaller Companies Investment Trust plc ("NASCIT").
NASCIT is the 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 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. He 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. He graduated from Georgetown University. He 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, EPFL École polytechnique fédérale de
Lausanne and CERN, the European Organization for Nuclear
Research.
John Radziwill
British
John Radziwill is currently a director of INTL FC Stone,
Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth Street
Capital Ltd and Netsurion Ltd. 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.
Our Governance Framework
Chairman
Nigel Cayzer
Responsibilities:
The leadership, operation and governance of the Board, ensuring effectiveness,
and setting the agenda for the Board.
--------------------------------------------------------------------------------------
The Board Members of Oryx International Growth Fund Limited:
Nigel Cayzer (Chairman), Sidney Cabessa, Walid Chatila, Rupert Evans,
John Grace, Christopher Mills and John Radziwill.
The board members, except for Christopher Mills who is a Partner
of the Investment Manager and Sidney Cabessa who is a Director of
Harwood Capital Management Limited, are all independent Directors.
Additionally, the board members are all non-executive Directors.
Responsibilities:
Overall conduct of the Company's business and setting the Company's
strategy.
More details below.
--------------------------------------------------------------------------------------
Nomination Committee Audit Committee
Members: Members:
Nigel Cayzer (Chairman) Walid Chatila (Chairman)
Sidney Cabessa Rupert Evans
Walid Chatila John Radziwill
Rupert Evans
John Grace
John Radziwill
Responsibilities: Responsibilities:
To ensure the Board comprises individuals The provision of effective governance
with the necessary skills, knowledge over the appropriateness of the
and experience to ensure that the Company's financial reporting including
Board is effective in discharging the adequacy of related disclosures,
its responsibilities and oversight the performance of the external
of all matters relating to corporate auditors, and the management of
governance. the Company's systems of internal
financial and operating controls
and business risks.
More details below.
More details below.
------------------------------------------- -----------------------------------------
Board Independence and Composition
The Board
The Board is comprised of five independent non-executive
Directors including the Chairman Nigel Cayzer and two
non-independent Directors, Christopher Mills who is an employee of
the Investment Manager and Sidney Cabessa who is a Director of
Harwood Capital Management Limited. The biographical details of the
Directors holding office at the date of this report are listed
above, and demonstrate a breadth of investment, accounting and
professional experience. The Board does not consider it necessary
to appoint a Senior Independent Director, as it is considered that
all the Directors have different qualities and areas of expertise
on which they may lead where issues arise and to whom concerns can
be conveyed. The performance of the Company is considered in detail
at each board meeting. An evaluation of Directors' performance,
their independence and the work of the Board as a whole and its
committees is reviewed annually by the Nominations Committee. The
Directors also review the Chairman's performance, without the
Chairman present. The Board considers that independence is not
compromised by the length of tenure and that it has the appropriate
balance of skills, experience, ages and length of service in the
circumstances. The majority of the Board is considered to be
independent.
The Investment Manager takes decisions as to the purchase and
sale of individual investments. The Directors have access to the
advice and services of the Company Secretary through its appointed
representatives who are responsible to the Board for ensuring that
Board procedures are followed and that applicable rules and
regulations are complied with. Directors are able to have access to
independent professional advice at the Company's expense if they
judge it necessary to discharge their responsibilities as
directors. To enable the Board to function effectively and allow
Directors to discharge their responsibilities, full and timely
access is given to all relevant information.
The Company Secretary, BNP Paribas Securities Services S.C.A.,
Guernsey Branch through its representative, acts as Secretary to
the Board and Committees and in doing so it:
-- assists the Chairman in ensuring that all Directors have full
and timely access to all relevant documentation;
-- organises induction of new Directors; and
-- is responsible for ensuring that the correct Board procedures
are followed and advises the Board on corporate governance
matters.
Dates of Directors' Appointment and Resignation
Director Date of Appointment Date of Resignation
------------------ -------------------- --------------------
Nigel Cayzer 3 December 1994
Sidney Cabessa 3 June 2003
Walid Chatila 27 September 2005
Rupert Evans 3 December 1994
John Grace 8 March 2011
Christopher Mills 3 December 1994
John Radziwill 1 May 2007
------------------ -------------------- --------------------
Directors' Appointment and Re-election
No Director has a service contract with the Company. Any
Director may resign in writing to the Board at any time.
The Articles of Incorporation provide that Directors are
initially appointed until the following AGM when, it is required
that they be re-elected by shareholders. The Articles of
Incorporation also provide that each year one-third of the
Directors shall retire by rotation. The retiring Directors will
then be eligible for reappointment. Accordingly, John Grace will
retire by rotation and, being eligible, will seek re-election to
the Board at the AGM.
Having served for more than nine years as non-executive
directors and in accordance with the Code, Nigel Cayzer, Sidney
Cabessa, Walid Chatila, Rupert Evans, and John Radziwill are
retiring and, being eligible, will seek re-election to the Board at
the forthcoming AGM.
In accordance with Listing Rule 15.2.13A, which requires
Directors or members of the Investment Manager to be subject to
annual election, Christopher Mills is a member of the Investment
Manager, and accordingly, is retiring and, being eligible, will
seek re-election to the Board.
The Board continues to believe that Mr Cayzer, Mr Chatila, Mr
Evans, Mr Radziwill and Mr Grace are independent and that all
Directors standing for re-election make an effective and valuable
contribution to the Board and that the Company should support their
re-election.
Responsibilities
The Board meets at least four times each year and deals with the
important aspects of the Company's affairs including the setting
and monitoring of investment strategy, and the review of investment
performance. The Investment Manager takes decisions as to the
purchase and sale of individual investments, in line with the
investment policy and strategy set by the Board. The Investment
Manager together with the Company Secretary also ensures that all
Directors receive, in a timely manner, all relevant management,
regulatory and financial information relating to the Company and
its portfolio of investments. A representative of the Investment
Manager attends each quarterly Board meeting, enabling Directors to
question any matters of concern or seek clarification on certain
issues. Matters specifically reserved for decision by the full
Board have been defined and a procedure adopted for Directors in
the furtherance of their duties to take independent professional
advice at the expense of the Company.
Tenure
The Board has adopted a policy on tenure that is considered
appropriate for an investment company. The Board does not believe
that length of service, by itself, leads to a closer relationship
with the Investment Manager or necessarily affects a Director's
independence. The Board's tenure and succession policy seeks to
ensure that the Board is well-balanced and will be refreshed from
time to time by the appointment of new Directors with the skills
and experience necessary to replace those lost by Directors'
retirements. Directors must be able to demonstrate their commitment
to the Company. The Board seeks to encompass relevant past and
current experience of various areas relevant to the Company's
business.
Conflict of Interests
Directors are required to disclose all actual and potential
conflicts of interest to the Board as they arise for consideration
and the Board may impose restrictions or refuse to authorise
conflicts if deemed appropriate. The Directors have undertaken to
notify the Company Secretary as soon as they become aware of any
new potential conflicts of interest that would need to be approved
by the Board. Only Directors who have no material interest in the
matter being considered will be able to participate in the Board
approval process.
It has also been agreed that the Directors will advise the
Chairman and the Company Secretary in advance of any proposed
external appointment. None of the Directors, except Christopher
Mills, had a material interest in any contract, which is
significant to the Company's business. Note 18 provides further
details on the material interests of Christopher Mills. The
Directors' Remuneration Report provides information on the
remuneration and interests of the Directors.
Performance evaluation
The Board has adopted a formal annual evaluation of its own
performance and that of its Committees and individual Directors.
The last evaluation took place in April 2018 and was led by the
Chairman. The Chairman was not involved in the evaluation of his
own performance.
The evaluation is conducted utilising a questionnaire. The Board
has developed criteria for use at the evaluation, which focuses on
the individual contribution to the Board and its Committees made by
each Director and the Chairman, each Director's independence and
the responsibilities, composition and agenda of the Committees and
of the Board itself. A review of Board composition and balance,
including succession planning for appointments to the Board, is
included as part of the annual performance evaluation. The
non-executive Directors also meet without the Chairman present to
appraise his performance.
During the annual board evaluation in April 2018, it was
concluded that all Directors with the exception of Messer's Mills
and Cabessa were independent. It was confirmed that the Chairman
and all Directors felt well prepared and able to participate fully
at Board meetings, with a good understanding of the markets and
investments of the Company. It was agreed that all relevant topics
were fully discussed at effective Board meetings, with the board
having a good range of competencies and skills.
The Board will continue to review its procedures, its
effectiveness and development in the year ahead.
Induction/Information and Professional Development
Directors are provided, on a regular basis, with key information
on the Company's policies, regulatory requirements and its internal
controls. Regulatory and legislative changes affecting Directors'
responsibilities are advised to the Board as they arise, along with
changes to best practice from, amongst others, the Company
Secretary and the Auditor. Advisers to the Company also prepare
reports for the Board from time to time on relevant topics and
issues.
When a new Director is appointed to the Board, they will be
provided with all relevant information regarding the Company and
their respective duties and responsibilities as a Director. In
addition, a new Director will also spend time with representatives
of the Investment Manager in order to learn more about their
processes and procedures.
Independent Advice
The Board recognises that there may be occasions when one or
more of the Directors feels it is necessary to take independent
legal advice at the Company's expense. A procedure has been adopted
to enable them to do so, which is managed by the Company
Secretary.
Directors' Indemnity
To the extent permitted by Guernsey law, the Company's Articles
of Incorporation provide an indemnity for the Directors against any
liability except such (if any) as they shall incur by or through
their own breach of trust, breach of duty or negligence.
During the year the Company has maintained insurance cover for
its Directors and Officers under a Directors' and Officers'
liability insurance policy.
Board Meetings
The Board meets at least quarterly. Certain matters are
considered at all Board meetings including the performance of the
investments, NAV and share price and associated matters such as
asset allocation and investor relations. Consideration is also
given to administration and corporate governance matters, and where
applicable, reports are received from the Board committees.
Directors unable to attend a board meeting are provided with the
board papers and can discuss issues arising in the meeting with the
Chairman or another non-executive Director.
Attendance at scheduled meetings of the Board and its committees
in the 2017/18 financial year
Board* Audit Nomination Committee
Committee * *
-------------------- ------- ------------- ---------------------
Number of meetings
during the year 4 3 1
-------------------- ------- ------------- ---------------------
Nigel Cayzer 4 - 1
Sidney Cabessa 4 - 1
Walid Chatila 4 3 1
Rupert Evans 4 3 1
Christopher Mills 4 - -
John Grace 3 - -
John Radziwill 3 2 -
-------------------- ------- ------------- ---------------------
* 4(th) Board Meeting for the period held on 12 April 2018,
along with the Nomination Committee and the 3(rd) Audit Committee
Meeting.
In addition to these meetings, 8 ad-hoc Committee meetings were
held during the year for various matters.
Board Committees
The Board has established a Nomination and an Audit Committee
with defined terms of reference and duties. Further details of
these committees can be found below. The terms of reference for
each committee can be found on the Company's website
www.oryxinternationalgrowthfund.co.uk
Nomination Committee
Membership:
Nigel Cayzer - Chairman (Independent non-executive Director)
Sidney Cabessa (Non-executive Director)
Walid Chatila (Independent non-executive Director)
Rupert Evans (Independent non-executive Director)
John Grace (Independent non-executive Director)
John Radziwill (Independent non-executive Director)
The Board believes it is appropriate for the Company Chairman to
also be Chairman of the Nomination Committee as he is an
independent non-executive Director.
Key Objectives
To evaluate the effectiveness of the Board and its Committees
and to evaluate the balance of skills, knowledge and experience on
the Board and the division of responsibilities between the Board
and the Investment Manager. The Nomination Committee also meets as
and when appropriate to replace Directors who retire from the
Board, leading the process for Board appointments and making
recommendations to the Board.
Responsibilities
-- Regularly reviews and makes recommendations in relation to
the structure, size and composition of the board including the
diversity and balance of skills, knowledge and experience, and the
independence of the non-executive Directors;
-- Oversees the performance evaluation of the Board, its committees and individual Directors;
-- Reviews the tenure of each of the non-executive Directors;
-- Leads the process for identifying and making recommendations
to the Board regarding candidates for appointment as Directors,
giving full consideration to succession planning and the leadership
needs of the Company;
-- Makes recommendations to the Board on the composition of the Board's committees; and
-- Is responsible for the oversight of all matters relating to
corporate governance, bringing any issues to the attention of the
Board.
Committee Meetings
Only members of the Nomination Committee have the right to
attend Committee meetings. Representatives of the Investment
Manager and Administrator are invited by the Nomination Committee
to attend meetings as and when appropriate. In the event of matters
arising concerning an individual's membership of the Board, they
would absent themselves from the meeting as required and another
independent non-executive Director would take the Chair, if this
applied to the Committee Chairman.
Main Activities during the Year
The Committee met just after the year end (12 April 2018) to
consider and review the results of the annual board evaluation and
considered that the balance of experience, skills, independence and
knowledge of the Company was appropriate.
There is a formal, rigorous and transparent procedure for the
appointment of new Directors. Candidates are identified and
selected on merit against objective criteria and with due regard to
the benefits of diversity on the Board.
The Board continues to focus on encouraging diversity of
business skills and experience, recognising that Directors with
diverse skills sets, capabilities and experience gained from
different backgrounds enhance the Board. The Board considers that
its members have a balance of skills and experience which are
relevant to the Company. The Board believes in the value and
importance of diversity in the boardroom but it does not consider
it appropriate or in the interests of the Company and its
shareholders to set prescriptive targets for gender or nationality
on the Board.
Nigel Cayzer
On behalf of the Nomination Committee
23 July 2018
Audit Committee
Membership:
Walid Chatila - Chairman (Independent non-executive
Director)
Rupert Evans (Independent non-executive Director)
John Radziwill (Independent non-executive Director)
Key Objectives
The provision of effective governance over the appropriateness
of the Company's financial reporting including the adequacy of
related disclosures, the performance of the external auditors, and
the management of the Company's systems of internal financial and
operating controls and business risks.
Responsibilities
-- Reviewing the Company's internal financial controls;
-- Reviewing the Company's financial results announcements,
financial statements and monitoring compliance with relevant
statutory and listing requirements;
-- Reporting to the Board on the appropriateness of the
Company's accounting policies and practices including critical
accounting policies and practices;
-- Advising the Board on whether the Audit Committee believes
the annual report and financial statements, taken as a whole, are
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's performance;
-- Overseeing the relationship with the external auditor;
-- Considering the financial and other implications on the
independence of the auditor arising from any non-audit services
provided by the auditors; and
-- Compile a report on its activities to be included in the Company's annual report.
The Committee members have a wide range of financial and
commercial expertise necessary to fulfil the Committee's
duties.
Committee Meetings
The Committee meets at least three times a year. Only members of
the Audit Committee have the right to attend Audit Committee
meetings. Representatives of the Investment Manager and
Administrator will be invited to attend Audit Committee meetings on
a regular basis and other non-members may be invited to attend all
or part of the meeting as and when appropriate and necessary. The
Company's external auditor, KPMG Channel Islands Limited ("KPMG"),
is also invited whenever it is appropriate. The Committee is also
able to meet separately with KPMG without the Investment Manager
being present.
Main Activities during the Year
The Committee assists the Board in carrying out its
responsibilities in relation to financial reporting requirements,
risk management and the assessment of internal financial and
operating controls. It also manages the Company's relationship with
the external auditor. Meetings of the Committee generally take
place prior to a Company Board meeting. The Committee reports to
the Board, as part of a separate agenda item, on the activity of
the Committee and matters of particular relevance to the Board in
the conduct of their work.
The Committee advises the Board on whether it believes the
annual report and financial statements, taken as a whole, are fair,
balanced and understandable and provides the information necessary
for shareholders to assess the Company's performance, business
model and strategy. The Committee's terms of reference can be found
on the Company's website www.oryxinternationalgrowthfund.co.uk.
At its meetings during the year, the Committee focused on:
Financial Reporting
The primary role of the Committee in relation to financial
reporting is to review in conjunction with the Investment Manager
and the Administrator the appropriateness of the half-year and the
audited annual financial statements concentrating on, amongst other
matters:
-- The quality and acceptability of accounting policies and practices;
-- The clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance reporting
requirements;
-- Material areas in which significant judgements have been
applied or there has been discussion with the external auditor;
-- Whether the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy; and
-- Any correspondence from regulators in relation to the quality of our financial reporting.
To aid its review, the Committee considers reports from the
Investment Manager, Administrator and also reports from the
external auditor on the outcome of their annual audit.
Significant Accounting Matters
In relation to the annual report and financial statements for
the year ended 31 March 2018, the following significant issues were
considered by the Audit Committee:
Significant How Addressed
Area
Valuation The Board periodically receive a report from the Investment
of Investments Manager on the valuation of the portfolio and on the
assumptions used in valuing the unlisted assets in the
portfolio. The Board regularly analyses the investment
portfolio of the Company in terms of investment mix,
fair value hierarchy and valuation. The Board has held
discussions with the Investment Manager with regards
to the methodology used in valuing the unlisted assets
in the portfolio. The Board has also considered the
auditor's approach to assess the valuation of the Company's
investments and discussed with KPMG, their approach
to testing the appropriateness and robustness of the
valuation methodology applied by the Investment Manager
to the Company's portfolio. The members of the Audit
Committee had a meeting with KPMG, where the audit findings
were reported. KPMG did not report any significant differences
between the valuations used by the Company and the work
performed during their testing process.
Based on their above review and analysis the Board confirmed
that they are satisfied with the valuation of the investments.
Internal Controls
The Board is responsible for the Company's system of internal
control and for reviewing its effectiveness, which was in place up
to the date the financial statements were signed. The Board has
delegated the responsibility of regularly reviewing the
effectiveness of the systems of internal controls in place to the
Audit Committee. The Audit Committee believes that the key risks
identified and implementation of the system to monitor, and manage
those risks, are appropriate to the Company's business as an
investment company.
The ongoing risk assessment includes the monitoring of the
financial, operational and compliance risks as well as an
evaluation of the scope and quality of the system of internal
control adopted by the third party service providers. The Audit
Committee regularly reviews the delegated services to ensure their
continued competitiveness and effectiveness. The system is designed
to ensure regular communication of the results of monitoring by the
third parties to the Board and the incidence of any significant
control failings or weaknesses that have been identified and the
extent to which they have resulted in unforeseen outcomes or
contingences that may have a material impact on the Company's
performance or operations. The Audit Committee believes that,
although robust, the Company's system of internal controls is
designed to manage rather than eliminate the risk of failure to
achieve business objectives.
The Committee is responsible overall for the Company's system of
internal financial and operating controls and for reviewing its
effectiveness. Such a system, however, is designed to manage rather
than eliminate risks of failure to achieve the Company's business
objectives and can only provide reasonable and not absolute
assurance against material misstatement or loss. The Board receives
each year a report from the Administrator on its internal controls
which includes a report from the Administrator's auditors on the
control policies and procedures in operation.
The Investment Manager has established an internal control
framework to provide reasonable but not absolute assurance on the
effectiveness of the internal controls operated on behalf of its
clients. The effectiveness of the internal controls is assessed by
the Investment Manager's compliance and risk department on an
ongoing basis.
In respect of the Company's system of internal controls and
reviewing its effectiveness, the Directors are satisfied that a
robust assessment of the principal risks facing the Company has
been carried out (as outlined above) and that having reviewed the
effectiveness of the risk management and internal control systems
including material financial, operational and compliance controls
(including those relating to the financial reporting process) no
significant failings or weaknesses were identified.
External Audit
The effectiveness of the external audit process is dependent on
appropriate audit risk identification at the start of the audit
cycle. The Committee received a detailed audit plan from KPMG
identifying their assessment of the significant audit risks. For
the 2018 financial year the significant audit risks identified were
the valuation of unlisted investments and fraud risk, including
management override of controls. The significant risks were tracked
through the year and the Committee reviewed the procedures
performed by the auditors to test management override of controls
and in addition the audit work undertaken in respect of valuations
of unlisted investments. The Committee assess the effectiveness of
the audit process in addressing these matters through the reporting
received from KPMG in relation to the year-end. In addition, the
Committee seeks feedback from the Investment Manager and the
Administrator on the effectiveness of the audit process. For the
2018 financial year, the Committee was satisfied that there had
been appropriate focus and challenge on the significant and other
key areas of audit risk and assessed the quality of the audit
process to be good.
Appointment and Independence
The Committee considers the reappointment of KPMG, including the
rotation of the audit engagement partner, and assesses their
independence on an annual basis, as well as the need to go to
tender for audit quality or independence reasons. In its assessment
of the independence of the external auditors, the Committee
receives details of any relationships between the Company and KPMG
that may have a bearing on their independence and receives
confirmation that the external auditor is independent of the
Company.
KPMG is required to rotate the engagement partner responsible
for the audit every five years. Mr Clark will have been the
engagement partner for five years once the 2018 audit is complete.
A new engagement partner has been identified and he will take over
as engagement partner for the 2019 audit. KPMG has been the
Company's external auditors since 31 March 2010. Due to the
Company's incorporation in Guernsey, it is not obliged to comply
with new mandatory audit tendering and audit firm rotation rules in
the UK and the EU. The Committee does, however, keep under review
legislation from the EU and the Competition Commission in the UK.
There are no contractual obligations restricting the Committee's
choice of external auditor and we do not indemnify our external
auditor.
The Committee has, therefore, recommended to the Board that KPMG
be reappointed as external auditor for the year ending 31 March
2019, and to authorise the Directors to determine their
remuneration. The auditor, KPMG, have indicated their willingness
to continue in office. Accordingly, a resolution proposing the
reappointment of KPMG as the external auditor will be put to the
shareholders at the 2018 AGM.
The Committee approved the fees for audit services for 2017/18
after a review of the level and nature of work to be performed, and
after being satisfied by KPMG that the fees were appropriate for
the scope of the work required. The external auditor was
remunerated GBP52,250 for their services rendered in 2017/18. The
entire amount relates to the year-end audit.
Non Audit Services
The external auditor and the Directors have agreed a policy for
non-audit services. All non-audit services are prohibited.
Committee Evaluation
The Committee's activities formed part of the Board evaluation
performed in the year. Details of this process can be found under
"Performance evaluation".
Walid Chatila
On behalf of the Audit Committee
23 July 2018
Relationship with the Investment Manager and the
Administrator
The Board has delegated various duties to external parties
including the management of the investment portfolio, the custodial
services (including the safeguarding of assets), the registration
services and the day-to-day company secretarial, administration and
accounting services.
The Board receives and considers reports regularly from the
Investment Manager and ad hoc reports and information are supplied
to the Board as required. The Investment Manager takes decisions as
to the purchase and sale of individual investments. The Investment
Manager and Administrator also ensure that all Directors receive,
in a timely manner, all relevant management, regulatory and
financial information. Representatives of the Investment Manager
and Administrator attend each Board meeting enabling the Directors
to probe further on matters of concern. A formal schedule of
matters specifically reserved for decision by the full Board has
been defined and a procedure adopted for Directors. The Directors
have access to the advice and service of the corporate Company
Secretary through its appointed representative who is responsible
to the Board for ensuring that Board procedures are followed and
that applicable rules and regulations are complied with.
Shareholder Engagement
Communications with Shareholders
The Board believes that the maintenance of good relations with
shareholders is important for the long-term prospects of the
Company. Where appropriate the Chairman, and other Directors are
available for discussion about governance and strategy with major
shareholders and the Chairman ensures communication of
shareholders' views to the Board. The Board receives feedback on
the views of shareholders from the Investment Manager and
Broker.
The Board believes that the AGM provides an appropriate forum
for investors to communicate with the Board, and encourages
participation. The AGM will be attended by at least one Director.
Details of proxy votes received in respect of each resolution will
be made available to shareholders at the meeting and will be posted
on the Company's website following the meeting.
The Annual and Half-year Reports are available to all
shareholders. The Board considers the format of the annual and
interim reports so as to ensure they are useful to all shareholders
and others taking an interest in the Company. In accordance with
best practice, the Annual Report, including the Notice of the AGM,
will be sent to shareholders at least 20 working days before the
meeting.
Institutional Investors - use of voting rights
The Investment Manager, in the absence of explicit instructions
from the Board, are empowered to exercise discretion in the use of
the Company's voting rights in respect of investments and then to
report to the Board, where appropriate, regarding decisions taken.
The Board has considered whether it was appropriate to adopt a
voting policy and an investment policy with regard to social,
ethical and environmental issues and concluded that it was not
appropriate to change the existing arrangements.
2018 Annual General Meeting
The AGM will be held in Guernsey on 30 August 2018 at 10:00 BST.
The notice for the AGM set out in the Shareholder Circular
accompanying this Annual Report sets out the ordinary and special
resolutions to be proposed at the meeting. Separate resolutions are
proposed for each substantive issue.
DIRECTORS' REMUNERATION REPORT
The Directors' remuneration for the year is as follows:
Director Year Ended 31 March 2018 Year Ended 31 March 2017
GBP GBP
------------------- ------------------------- -------------------------
Nigel Cayzer 27,500 25,625
Jamie Brooke - 18,500
Sidney Cabessa 20,000 18,500
Walid Chatila 25,000 19,750
Rupert Evans 20,000 18,500
Christopher Mills 20,000 18,500
John Grace 20,000 18,500
John Radziwill 20,000 18,500
------------------- ------------------------- -------------------------
Remuneration Policy
The determination of the Directors' fees is a matter dealt with
by the Board. The Board has not sought the advice or services by
any outside person in respect of its consideration of the
Directors' remuneration, although the Directors reviewed the fees
paid to the Boards of Directors of similar investment companies
during 2016 and revised the remuneration of the Chairmen and
Directors in 2017. No Director is involved in decisions relating to
their own remuneration.
No Director has a service contract with the Company and
Directors' appointments may be terminated at any time by one
month's written notice with no compensation payable at
termination.
The Company's policy is for the Directors to be remunerated in
the form of fees, payable quarterly in arrears. No Director has any
entitlement to a pension, and the Company has not awarded any share
options or long-term performance incentives to any of the
Directors. No element of the Directors' remuneration is performance
related. Directors are authorised to claim reasonable expenses from
the Company in relation to the performance of their duties.
The Company's policy is that the fees payable to the Directors
should reflect the time spent by the Board on the Company's affairs
and the responsibilities borne by the Directors and should be
sufficient to enable high calibre candidates to be recruited.
During the year 2017/18, the policy was for the Chairmen of the
Board and the Audit Committee to be paid higher fees than the other
Directors in recognition of their more onerous role and more time
spent. The Board may amend the level of remuneration paid within
the limits of the Company's Articles of Incorporation.
Service Contracts and Policy on Payment of Loss of Office
Directors are appointed with the expectation that they are
initially appointed until the following AGM when, it is required
that they be re-elected by shareholders. Directors will initially
serve for a period of three years, and will stand for re-election
every three years. In accordance with the Code, Directors who have
served for more than nine years as non-executive directors will
retire annually and seek re-election to the Board. Directors or
members of the Investment Manager are subject to annual election,
in accordance with Listing Rule 15.2.13A.
The names and biographies of the Directors holding office at the
date of this report are listed in the Annual Report.
Directors' Interests
The Company has not set any requirements or guidelines for
Directors to own shares in the Company. The beneficial interests of
the Directors and their connected persons in the Company's shares
are shown in the table below:
31 March 2018 31 March 2017
Ordinary Shares Ordinary Shares
------------------- ----------------- -----------------
Christopher Mills 350,000 328,716
John Grace * 130,000 130,000
346,607 346,607
------------------- ----------------- -----------------
* John Grace holds a beneficial interest of 130,000 Ordinary
Shares. Mr Grace is also a member of a class of beneficiaries which
holds an interest in 346,607 Ordinary Shares.
Christopher Mills is a Partner and Chief Executive Officer of
Harwood Capital LLP, the Investment Manager and Investment Adviser.
Harwood Capital LLP is entitled to fees as detailed in Notes 4 and
5. Rupert Evans is a consultant to the law firm Mourant Ozannes,
the legal adviser to the Company.
No fees were paid or are payable to Harwood Capital Management
Limited where Sidney Cabessa is a director.
Other than fees payable in the ordinary course of business,
there have been no material transactions with these related
parties.
Annual Report on Remuneration
Other than as shown above, no other remuneration or compensation
was paid or payable by the Company during the year to any of the
Directors, other than travel expenses of GBP44,196 (2017:
GBP28,933).
Advisers to the Remunerations Committee
The Board has not sought the advice or services by any outside
person in respect of its consideration of the Directors'
remuneration.
Nigel Cayzer
On behalf of the Board
23 July 2018
Statement of directors' responsibilities in respect of the
Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report
and financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law they are
required to prepare the financial statements in accordance with
International Financial Reporting Standards as adopted by the EU
and applicable law.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of its profit or
loss for that period. In preparing these financial statements, the
Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable, relevant and reliable;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
-- assess the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern;
and
-- use the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
The Directors are responsible for keeping proper accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
its financial statements comply with the Companies (Guernsey) Law,
2008. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the
Company and to prevent and detect fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
company's website. Legislation in Guernsey governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the
Annual Report and financial statements
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the Annual Report includes a fair review of the development
and performance of the business and the position of the issuer,
together with a description of the principal risks and
uncertainties that they face.
We consider the Annual Report and financial statements, taken as
a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company's
position and performance, business model and strategy.
By order of the Board
Walid Chatila Rupert Evans
Director Director
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF ORYX INTERNATIONAL
GROWTH FUND LIMITED
Our opinion is unmodified
We have audited the financial statements of Oryx International
Growth Fund Limited (the "Company"), which comprise the Statement
of Financial Position as at 31 March 2018, the Statements of
Comprehensive Income, Changes in Equity and Cash Flows for the year
then ended, and notes, comprising significant accounting policies
and other explanatory information.
In our opinion, the accompanying financial statements:
- give a true and fair view of the financial position of the
Company as at 31 March 2018, and of the Company's financial
performance and the Company's cash flows for the year then
ended;
- are prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the EU; and
- comply with the Companies (Guernsey) Law, 2008.
Basis for Opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities are described below. We have fulfilled our ethical
responsibilities under, and are independent of the Company in
accordance with, UK ethical requirements including FRC Ethical
Standards as applied to listed entities. We believe that the audit
evidence we have obtained is a sufficient and appropriate basis for
our opinion.
Key Audit Matters: our assessment of the risks of material
misstatement
Key audit matters are those matters that, in our professional
judgment, were of most significance in the audit of the financial
statements and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by
us, including those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In arriving at our
audit opinion above, the key audit matter was as follows (unchanged
from 2017):
GBP107,386,838; (2017: GBP110,544,934)
Refer to the Audit Committee section of the Corporate Governance
Report, note 2(b) (use of estimates and judgements), note
2(e) (financial assets) and note 17 (fair value hierarchy).
===================================================================================
Basis: Our audit procedures included:
As at 31 March 2018 the Company Controls evaluation:
had invested 86% of its net We assessed the design and implementation
assets in Investments. of controls over the valuation
The Company's holdings in listed of Investments and tested the
investments (representing 82% effectiveness of the control
of net assets by value) are over the valuation of listed
measured at fair value based investments.
on quoted bid prices.
Challenging managements' assumptions
The Company's holdings in unlisted and inputs including use of KPMG
investments (representing 4% valuation specialists:
of net assets by value) are For listed investments, we used
measured at fair value based our own valuation specialist
on the International Private to independently price all holdings
Equity and Venture Capital (IPEV) to a third party source.
valuation guidelines. The primary
measurement techniques employed For unlisted investments, we
at 31 March 2018 were price assessed and challenged the Investment
of recent investment, earnings Manager's key assumptions used
multiples and net assets. in preparing the valuations.
In particular, we focused on
Risk: the appropriateness of the valuation
The valuation of the Company's basis selected as well as the
Investments is considered a underlying assumptions, such
significant area of our audit, as the validity of the price
given that it represents the of recent investment being used
majority of the net assets of to value a holding, the choice
the Company and in view of the of benchmark for earnings multiples
significance of estimates and and discount provisions. We compared
judgments that may be involved key underlying financial data
in the determination of fair inputs to external sources, investee
value of unlisted investments. company audited accounts and
management information as applicable.
Assessing disclosures:
We also considered the Company's
disclosures (see note 2(b)) in
relation to the use of estimates
and judgements regarding the
fair value of Investments and
the Company's investment valuation
policies adopted and fair value
disclosures in note 2(e) and
note 17 for compliance with IFRS
as adopted by the EU.
===================================== ============================================
Our application of materiality and an overview of the scope of
our audit
Materiality for the financial statements as a whole was set at
GBP3,707,000 (2017: GBP3,477,000), determined with reference to a
benchmark of Net Assets of GBP125,241,513 (2017: GBP119,226,342) of
which it represents approximately 3% (2017: 3%).
We reported to the Audit Committee any corrected or uncorrected
identified misstatements exceeding GBP185,000 (2017: GBP173,000),
in addition to other identified misstatements that warranted
reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality level
specified above, which has informed our identification of
significant risks of material misstatement and the associated audit
procedures performed in those areas as detailed above.
We have nothing to report on going concern
We are required to report to you if we have anything material to
add or draw attention to in relation to the directors' statement in
note 2(a) to the financial statements on the use of the going
concern basis of accounting with no material uncertainties that may
cast significant doubt over the Company's use of that basis for a
period of at least twelve months from the date of approval of the
financial statements. We have nothing to report in this
respect.
We have nothing to report on the other information in the Annual
Report
The directors are responsible for the other information
presented in the Annual Report together with the financial
statements. Our opinion on the financial statements does not cover
the other information and we do not express an audit opinion or any
form of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether, based on our financial statements audit
work, the information therein is materially misstated or
inconsistent with the financial statements or our audit knowledge.
Based solely on that work we have not identified material
misstatements in the other information.
Disclosures of principal risks and longer-term viability
Based on the knowledge we acquired during our financial
statements audit, we have nothing material to add or draw attention
to in relation to:
-- the directors' confirmation within the Viability Statement
that they have carried out a robust assessment of the principal
risks facing the Company, including those that would threaten its
business model, future performance, solvency or liquidity;
-- the Principal Risks and Uncertainties disclosures describing
these risks and explaining how they are being managed or
mitigated;
-- the directors' explanation in the Viability Statement as to
how they have assessed the prospects of the Company, over what
period they have done so and why they consider that period to be
appropriate, and their statement as to whether they have a
reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period
of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Corporate governance disclosures
We are required to report to you if:
-- we have identified material inconsistencies between the
knowledge we acquired during our financial statements audit and the
directors' statement that they consider that the Annual Report and
financial statements taken as a whole is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company's position and performance,
business model and strategy; or
-- the section of the Annual Report describing the work of the
Audit Committee does not appropriately address matters communicated
by us to the Audit Committee.
We are required to report to you if the Corporate Governance
Statement does not properly disclose a departure from the eleven
provisions of the 2016 UK Corporate Governance Code specified by
the Listing Rules for our review.
We have nothing to report to you in these respects.
We have nothing to report on other matters on which we are
required to report by exception
We have nothing to report in respect of the following matters
where the Companies (Guernsey) Law, 2008 requires us to report to
you if, in our opinion:
-- the Company has not kept proper accounting records; or
-- the financial statements are not in agreement with the accounting records; or
-- we have not received all the information and explanations,
which to the best of our knowledge and belief are necessary for the
purpose of our audit.
Respective responsibilities
Directors' responsibilities
As explained more fully in their statement above, the Directors
are responsible for: the preparation of the financial statements
including being satisfied that they give a true and fair view; such
internal control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error; assessing the
Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and using the going
concern basis of accounting unless they either intend to liquidate
the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue our
opinion in an auditor's report. Reasonable assurance is a high
level of assurance, but does not guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial
statements.
A fuller description of our responsibilities is provided on the
FRC's website at www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and restrictions on its use by
persons other than the Company's members as a body
This report is made solely to the Company's members, as a body,
in accordance with section 262 of the Companies (Guernsey) Law,
2008. Our audit work has been undertaken so that we might state to
the Company's members those matters we are required to state to
them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's
members, as a body, for our audit work, for this report, or for the
opinions we have formed.
Lee Clark
For and on behalf of KPMG Channel Islands Limited
Chartered Accountants and Recognised Auditors
Glategny Court, Glategny Esplanade,
St Peter Port, Guernsey
GY1 1WR
24 July 2018
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2018, expressed in GBP Sterling
2018 2017
Notes GBP GBP
Income
Dividends 3 983,808 1,069,190
983,808 1,069,190
Realised gains on investments 10 22,723,813 9,015,466
Unrealised (losses)/gains on revaluation of investments 10 (10,850,161) 8,482,464
Net (losses)/gains on foreign currency translation (1,432) 1,092
Total income 11,872,220 17,499,022
------------- --------------
Expenses
Investment management and adviser's fee 4 1,314,391 1,121,331
Directors' fees and expenses 8 196,696 185,308
Legal and professional fees 106,886 117,251
Supplementary management fee 5 250,000 200,000
Transaction costs 174,379 107,674
Administration fees 7 116,501 95,083
Audit fees 52,785 51,525
Custodian fees 6 30,229 27,849
Insurance 5,115 5,101
Registrar and transfer agent fees 30,342 28,957
Printing costs 21,401 13,303
Other expenses 27,127 27,115
Total expenses 2,325,852 1,980,497
------------- --------------
Total profit for the year before taxation 10,530,176 16,587,715
Withholding tax on dividends 9 11,585 2,600
Profit and total comprehensive income for the year 10,518,591 16,585,115
------------- --------------
Earnings per Ordinary Share - basic and diluted 14 GBP0.73 GBP1.10
------------- --------------
All items in the above statement are derived from continuing
operations.
The accompanying notes form an integral part of these financial
statements.
STATEMENT OF FINANCIAL POSITION
as at 31 March 2018, expressed in GBP Sterling
2018 2017
Notes GBP GBP
Non-current assets
Listed investments designated at fair value through profit or loss (Cost
- GBP89,154,852 (2017
- GBP81,538,669)) 102,338,074 102,297,113
Unlisted investments designated at fair value through profit or loss
(Cost - GBP5,259,420
(2017 - GBP5,183,538)) 5,048,764 8,247,821
10 107,386,838 110,544,934
-------------- --------------
Current assets
Cash and cash equivalents 18,736,273 8,949,022
Amounts due from brokers - 332,705
Dividends and interest receivable 181,040 182,025
Prepayments 14,414 3,212
18,931,727 9,466,964
-------------- --------------
Total assets 126,318,565 120,011,898
-------------- --------------
Current liabilities
Other payables and accrued expenses 351,298 340,665
Amounts due to brokers 725,754 250,000
Amounts due for share buybacks - 194,891
1,077,052 785,556
-------------- --------------
Net assets 125,241,513 119,226,342
-------------- --------------
Shareholders' equity
Share capital 11 49,789,346 50,122,846
Capital redemption reserve 1,246,500 1,246,500
Other reserves 74,205,667 67,856,996
Total shareholders' equity 125,241,513 119,226,342
Net Asset Value per Ordinary Share - basic and diluted
13,14 GBP8.82 GBP8.02
-------------- --------------
The financial statements were approved by the Board of Directors
on 23 July 2018 and are signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
The accompanying notes form an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2018, expressed in GBP Sterling
Capital
redemption
Notes Share capital reserve Other reserves Total
GBP GBP GBP GBP
---------------------------- ------ -------------- ------------ --------------- ------------
Balance at 1 April
2017 50,122,846 1,246,500 67,856,996 119,226,342
Total comprehensive
income for the year - - 10,518,591 10,518,591
------------------------------------ -------------- ------------ --------------- ------------
Transactions with
owners,
recorded directly
in equity
Contributions, redemptions
and distributions
to shareholders:
- Cancellation of
shares 11,12 (333,500) - (4,169,920) (4,503,420)
---------------------------- ------ -------------- ------------ --------------- ------------
Total transactions
with owners (333,500) - (4,169,920) (4,503,420)
---------------------------- ------ -------------- ------------ --------------- ------------
Balance at 31 March
2018 49,789,346 1,246,500 74,205,667 125,241,513
---------------------------- ------ -------------- ------------ --------------- ------------
Capital
redemption
Notes Share capital reserve Other reserves Total
GBP GBP GBP GBP
---------------------------- ------ -------------- ------------ --------------- ------------
Balance at 1 April
2016 50,289,346 1,246,500 53,181,631 104,717,477
Total comprehensive
income for the year - - 16,585,115 16,585,115
------------------------------------ -------------- ------------ --------------- ------------
Transactions with
owners,
recorded directly
in equity
Contributions, redemptions
and distributions
to shareholders:
- Cancellation of
shares 11,12 (166,500) - (1,909,750) (2,076,250)
---------------------------- ------ -------------- ------------ --------------- ------------
Total transactions
with owners (166,500) - (1,909,750) (2,076,250)
---------------------------- ------ -------------- ------------ --------------- ------------
Balance at 31 March
2017 50,122,846 1,246,500 67,856,996 119,226,342
---------------------------- ------ -------------- ------------ --------------- ------------
The accompanying notes form an integral part of these financial
statements.
STATEMENT OF CASH FLOWS
for the year ended 31 March 2018, expressed in GBP Sterling
2018 2017
Note GBP GBP
Operating Activities
Profit for the year 10,518,591 16,585,115
Realised gains on investments (22,723,813) (9,015,466)
Unrealised losses / (gains) on
investments 10,850,161 (8,482,464)
Net losses / (gains) on foreign
currency translation 1,432 (1,092)
Decrease / (increase) / in dividends
and interest receivable 985 (92,025)
(Increase) / decrease in prepayments (11,202) 7,184
Decrease in amounts due from
brokers 332,705 46,534
Increase / (decrease) in amounts
due to brokers 475,754 (371,241)
Increase in other payables and
accrued expenses 10,633 19,932
Purchase of investments (42,647,674) (58,253,478)
Sale of investments 57,679,422 50,871,330
------------- ---------------
Net cash (outflow) / inflow from
operating activities 14,486,994 (8,685,671)
------------- ---------------
Financing Activities
Payments on cancellation of shares 12 (4,698,311) (1,881,359)
Cash outflow from financing activities (4,698,311) (1,881,359)
------------- ---------------
Net increase / (decrease) in
cash and cash equivalents 9,788,683 (10,567,030)
Cash and cash equivalents at
beginning of year 8,949,022 19,514,960
Effect of exchange rate fluctuations
on cash and cash equivalents (1,432) 1,092
Cash and cash equivalents at
end of year 18,736,273 8,949,022
------------- ---------------
For the year ended 31 March 2018, cash received from dividends
was GBP973,208 (2017: GBP977,165) and interest received was GBPNil
(2017: Nil).
The accompanying notes form an integral part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
1. General
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 (the "Investment Manager") and the administration of
the Company is delegated to BNP Paribas Securities Services S.C.A.,
Guernsey Branch (the "Administrator").
Legislation in Guernsey governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
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 (the
"Law"), have been prepared in accordance with International
Financial Reporting Standards ("IFRS"), as adopted by the European
Union ("EU"). This comprises standards and interpretations approved
by the International Accounting Standards Board, and International
Accounting Standards and Standing Interpretations Committee
interpretations approved by the International Accounting Standards
Committee that remain in effect.
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.
a) Going concern
Going concern refers to the assumption that the Company has the
resources to continue in operation for the next 12 months from the
date of approval of these financial statements. After analysing the
following, the Directors believe that it is appropriate to adopt
the going concern basis in preparing these financial
statements:
-- Working capital - As at 31 March 2018, there was a working
capital surplus of GBP17,854,675 (2017: GBP8,681,408). The
Directors noted that as at 31 March 2018 (i) the gross investment
income for the period from 1 April 2017 to 31 March 2018 was
GBP10,518,591 (2017:GBP16,585,115) and (ii) the Company had no
borrowings, as such it has sufficient capital in hand to cover all
expenses (which mainly consist of Investment Manager's fees,
Administration fees and Professional fees) and to meet all of its
obligations as they fall due.
-- Closed-ended Company --- The Company has been authorised by
the Guernsey Financial Services Commission as an Authorised
Closed-ended Collective Investment Scheme, as such there cannot be
any shareholder redemptions, and therefore no cash flows out of the
Company in this respect.
-- Investments - The Company has a tradable portfolio, as 95% of
the investments are listed and can therefore be readily sold for
cash.
Based on the above assessments, the Directors are of the opinion
that the Company is able to meet its liabilities as they fall due
for payment because it has and is expected to maintain adequate
cash resources. Given the nature of the Company's business, the
Directors have a reasonable expectation that the Company has
adequate financial resources to continue in operational existence
for the next 12 months from the date of approval of these financial
statements. Accordingly, these financial statements have been
prepared on a going concern basis.
The special resolution outlined in Article 51 of the Articles of
Incorporation was not passed at the AGM on 31 August 2017. Hence,
the Company will continue its operations until the 2019 AGM when
the special resolution outlined in Article 51 will be proposed to
the shareholders again.
b) Use of estimates and judgements
The preparation of financial statements in accordance with IFRS
as 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 statement of financial position date.
The Investment Manager reviews sector and market information and
the circumstances of the investee company to determine if the
valuation adopted at the statement of financial position date
remains the best indicator of fair value. The estimates and
underlying assumptions are reviewed on an on-going 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(e). Information about significant areas of estimation uncertainty
that have the most significant effects on the amounts recognised in
the financial statements are set out in Notes 16 and 17.
c) New standards, amendments and interpretations adopted in
these financial statements
There are no new standards, amendments or interpretations issued
and effective for the financial year beginning
1 April 2017 that have a significant impact on the Company.
A number of new standards, amendments to standards and
interpretations that are not yet effective have not yet been
applied in preparing these financial instruments. None of these are
expected to have a material impact on the Company as detailed
below:
IFRS 9 "Financial Instruments" ("IFRS 9"), addresses the
classification, measurement and recognition of financial assets and
financial liabilities and will become effective for the periods
beginning on or after 1 January 2018. IFRS 9 requires financial
assets to be classified into two measurement categories: those
measured at fair value and those measured at amortised cost. The
determination is made at initial recognition. The classification
depends on the entity's business model for managing its financial
instruments and the contractual cash flow characteristics of the
instrument. For financial liabilities, IFRS 9 retains most of the
IAS 39 requirements. The main change is that, in cases where the
fair value option is taken for financial liabilities, the part of a
fair value change due to an entity's own credit risk is recorded in
other comprehensive income rather than the profit or loss, unless
this creates an accounting mismatch. The Board has considered the
impact of IFRS 9 on the Company's financial statements and
concluded that there will be no material impact to the recognition
and measurement of the Company's financial assets and
liabilities, in particular Investments, which will continue to
be recognised and measured at fair value with changes in fair value
being recorded in profit or loss.
IFRS 15 "Revenue from contracts with customers" ("IFRS 15")
establishes a single comprehensive model for entities to use in
accounting for revenue arising from contracts with customers. IFRS
15 will supersede the current revenue recognition guidance
including IAS 18 Revenue, IAS 11 Construction Contracts and the
related interpretations when it becomes effective for the periods
beginning on or after 1 January 2018. The Board has undertaken an
assessment of the impact of IFRS 15 on the Company's financial
statements and concluded that there will be no impact to the
Company's financial statements.
There are no other new standards, amendments and interpretations
which have been issued but are not yet effective and not early
adopted, that will affect the Company's financial statements.
d) 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.
e) Financial assets
Classification
All investments of the Company are designated as financial
assets at fair value through profit or loss. 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.
Initial recognition
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 profit or loss in the Statement of Comprehensive Income.
Transaction costs are separately disclosed in profit or loss in the
Statement of Comprehensive Income.
Fair value measurement principles
Listed investments have been valued at the bid market price
ruling at the reporting 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 is derived in accordance with
the International Private Equity and Venture Capital (IPEV)
valuation 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 investments 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, dividends and interest receivable and
amounts due from brokers, the carrying amounts approximate fair
value due to their immediate or short-term maturity.
Derecognition
Derecognition of financial assets occurs 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 hierarchy
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 13 - "Fair Value measurement" (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 within level 1 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.
f) Prepayments, amounts due from brokers and dividends and interest receivable
Prepayments do not carry any interest and are short term in
nature and are accordingly stated at their amortised cost.
Amounts due from brokers and dividends and interest receivable
are measured at amortised cost as reduced by appropriate allowances
for impairment.
g) 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.
h) Other payables and accrued expenses
Other payables and accrued expenses are non-interest bearing and
are stated at their amortised cost.
i) Foreign currency translation
Items included in the Company's financial statements are
measured using the currency of the primary economic environment in
which it operates (the "functional currency"). This is Pound
Sterling which reflects the Company's activity of investing in
predominantly Sterling securities. The Company's shares are also
issued in Pound Sterling. Foreign currency monetary assets and
liabilities have been translated at the exchange rates ruling at
the statement of financial position date. Transactions in foreign
currency during the period have been translated into Pound 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 profit or loss in the Statement of Comprehensive
Income.
j) 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 profit or
loss in the Statement of Comprehensive Income. The change in
unrealised gains and losses arising on investments held at the
financial reporting date are also included in profit or loss in the
Statement of Comprehensive Income. The cost of investments partly
disposed is determined using the weighted average method.
k) Financial liabilities
Amounts due to brokers represent payables for investments that
have been contracted for but not yet settled or delivered at the
year end. Financial liabilities include other payables and accrued
expenses, amounts due to brokers and amounts due on redemption of
Ordinary Shares which are held at amortised cost using the
effective interest rate method.
Financial liabilities are recognised initially at fair value,
net of transaction costs incurred and are subsequently carried at
amortised cost using the effective interest rate method. Financial
liabilities are derecognised when the obligation specified in the
contract is discharged, cancelled or expires.
l) Equity
Share capital represents the nominal value of equity shares and
the excess of the paid up capital over the nominal value.
Other reserves and the capital redemption reserve include all
current and prior results as disclosed in the Statement of
Comprehensive Income. Other reserves also include the deduction for
the excess of consideration paid over nominal value on share
buybacks.
m) Expenses
Expenses are recognised in profit or loss in the Statement of
Comprehensive Income upon utilisation of the service or at the date
they are incurred.
n) 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 investments of the Company. Other than as disclosed
in Note 15, the CODM does not consider necessary to provide further
analysis for the Company.
3. Income
2018 2017
GBP GBP
Dividends 983,808 1,069,190
983,808 1,069,190
-------- ----------
4. Investment Manager and Adviser's fee
Harwood Capital LLP, the Investment Manager and Investment
Adviser, is entitled to an annual fee of 1.25% on the first GBP15
million of the Net Asset Value of the Company, and 1% of any
excess, payable monthly in arrears. The agreement can be terminated
giving 12 months' notice or immediately should the Investment
Manager be placed into receivership or liquidation. The Investment
Manager is entitled to all the fees accrued and due up to the date
of such termination but is not entitled to compensation in respect
of any termination. The fees due for the year ended 31 March 2018
are GBP1,314,391 (2017: GBP1,121,331) and as at the reporting date
an amount of GBP215,208 was still payable to the Investment Manager
(2017: GBP199,181). This amount is included in other payables and
accrued expenses.
5. Supplementary Management fee
The Investment Manager agreed to waive its right to exercise
management options to subscribe for Ordinary Shares in exchange for
a discretionary bonus (supplementary management fee).
During a meeting of the Board of Directors on 15 December 2017,
a payment of GBP250,000 (2017: GBP200,000) was recommended by the
Chairman in respect of the 2017 supplementary management fee. This
was approved by the Board of Directors during December 2017 and
paid in January 2018. The supplementary management fee is paid
annually in arrears.
6. Custodian fees
BNP Paribas Securities Services S.C.A., Guernsey Branch was
appointed as custodian on 1 April 2007 and is entitled to an annual
safekeeping fee based upon the value of investments held plus
transactions fees, subject to a minimum of GBP4,000 per annum. The
fees due for the year ended 31 March 2018 are GBP30,229 (2017:
GBP27,849) and as at the reporting date an amount of GBP4,412 was
still payable to the custodian (2017: GBP2,373). This amount is
included in other payables and accrued expenses.
7. Administration fees
BNP Paribas Securities Services S.C.A., Guernsey Branch was
appointed as secretary and administrator on 1 April 2007 and is
entitled to an annual fee at a rate of 0.125% on the first GBP20
million, 0.10% on the next GBP20 million and 0.075% of any excess
of the Total Assets, subject to a minimum of GBP50,000 per annum.
The fees due for the year ended 31 March 2018 are GBP116,501 (2017:
GBP95,083) and as at the reporting date an amount of GBP18,617
(2017: GBP16,540) was still payable to the administrator. This
amount is included in other payables and accrued expenses.
8. Directors' fees and expenses
Up to the 31 December 2016, each Director was entitled to a fee
of GBP18,000 per annum, with the exception of the Chairman who was
entitled to a fee of GBP25,000. Effective 1 January 2017, each
Director is entitled to a fee of GBP20,000 per annum, with the
exception of the Chairman who is entitled to a fee of GBP27,500 and
the Audit Committee Chairman who is entitled to a fee of GBP25,000.
In addition, all Directors are entitled to reimbursement of travel,
hotel and other expenses incurred by them in course of their duties
relating to the Company. As at 31 March 2018 an amount of GBP38,125
(2017: GBP37,708) was still payable to the Directors. This amount
is included in other payables and accrued expenses.
9. Taxation
The Company is eligible for exemption from taxation in Guernsey
under the provisions of the Income Tax (Exempt Bodies) (Guernsey)
Ordinance, 1989. As such, the Company is only liable to pay a fixed
annual fee, currently GBP1,200 (2017: GBP1,200). The withholding
tax shown in the Statement of Comprehensive Income account relates
to overseas dividends received or receivable.
10. Investments at fair value through profit or loss
2018 2017
GBP GBP
Cost at beginning of year 86,722,207 70,324,593
Additions 42,647,674 58,253,478
Disposals (57,679,422) (50,871,330)
Net realised gains on investments 22,723,813 9,015,466
------------- -------------
Cost at end of year 94,414,272 86,722,207
Unrealised gain on investments 12,972,566 23,822,727
------------- -------------
Fair value at end of the year 107,386,838 110,544,934
------------- -------------
Representing:
2018 2017
GBP GBP
Listed Equities 102,338,074 102,297,113
Unlisted Equities and Debt 5,048,764 8,247,821
------------ ------------
107,386,838 110,544,934
------------ ------------
11. Share capital
Authorised Share capital
Number of Shares GBP
Authorised:
Ordinary Shares of
50p each 90,000,000 45,000,000
----------------- -----------
Ordinary Shares Issued - 1 April 2017 to 31 March 2018
Ordinary Shares of 50p each Number of Shares Share capital
GBP
At 1 April 2017 14,859,125 50,122,846
Cancellation of
shares (667,000) (333,500)
----------------- --------------
At 31 March 2018 14,192,125 49,789,346
----------------- --------------
Ordinary Shares Issued - 1 April 2016 to 31 March 2017
Ordinary Shares of 50p each Number of Shares Share capital
GBP
At 1 April 2016 15,192,125 50,289,346
Cancellation of
shares (333,000) (166,500)
----------------- --------------
At 31 March 2017 14,859,125 50,122,846
----------------- --------------
Rights attributable to Ordinary Shares
In a winding-up, the holders of Ordinary Shares are entitled to
the repayment of the nominal amount paid up on their shares. In
addition, they have the right to receive surplus assets available
for distribution. The shares confer the right to dividends, and at
general meetings, on a poll, confer the right to one vote in
respect of each Ordinary Share held.
12. Share buybacks
In accordance with section 315 of the Law, the Company has been
granted authority to make one or more market acquisitions (as
defined in section 316 of the Law, of Ordinary Shares of 50 pence
each in the capital of the Company (the "Ordinary Shares") on such
terms and in such manner as the Directors of the Company may from
time to time determine, provided that:
a) the maximum aggregate number of Ordinary Shares authorised to
be acquired does not exceed 10 per cent. of the issued Ordinary
Share capital of the Company on the date the shareholders'
resolution is passed;
b) the minimum price (exclusive of expenses) payable by the
Company for each Ordinary Share is 50 pence and the maximum price
payable by the Company for each Ordinary Share is an amount equal
to 105 per cent of the average of the middle market quotations for
an Ordinary Share as derived from The London Stock Exchange Daily
Official List for the five business days immediately preceding the
day on which that Ordinary Share is purchased and that stipulated
by Article 5(1) of the Buyback and Stabilisation Regulation being
the higher of the price of the last independent trade and the
highest current independent bid available in the market;
c) subject to paragraph (d), this authority shall expire (unless
previously renewed or revoked) at the earlier of the conclusion of
the next annual general meeting of the Company or on the date which
is 18 months from the date of the previous shareholders'
resolution;
d) notwithstanding paragraph (c), the Company may make a
contract to purchase Ordinary Shares under the authority from the
shareholders' before its expiry which will or may be executed
wholly or partly after the expiry of the authority and may make a
purchase of Ordinary Shares in pursuance of any such contract after
such expiry; and
e) the price payable for any Ordinary Shares so purchased may be
paid by the Company to the fullest extent permitted by the Law.
A renewal of the authority to make purchases of the Company's
own Ordinary Shares will be sought from existing shareholders at
each annual general meeting of the Company.
Between 1 April 2017 and 31 March 2018, the Company carried out
7 share buybacks, resulting in a total reduction of 667,000 (2017:
333,000) shares for a cost of GBP4,503,420 (2017: GBP2,076,250).
These shares were subsequently cancelled.
13. Reconciliation of net asset value to published net asset value
2018 2017
GBP GBP per GBP GBP per
share share
Published net asset value 127,759,871 9.00 121,667,553 8.19
Unrealised loss on revaluation
of investments at bid / mid-price (2,518,358) (0.18) (2,441,211) (0.17)
-------------- --------- -------------- ---------
Net asset value attributable
to shareholders 125,241,513 8.82 119,226,342 8.02
-------------- --------- -------------- ---------
14. Earnings per Ordinary Share and net asset value per Ordinary Share
The calculation of basic earnings per share for the Ordinary
Share is based on net income of GBP10,518,591 (2017: GBP16,585,115)
and the weighted average number of shares in issue during the year
of 14,376,628 shares (2017: 15,055,580 shares). At 31 March 2018
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 GBP125,241,513 (2017: GBP119,226,342) and
the number of shares in issue at the year-end of 14,192,125 shares
(2017: 14,859,125 shares).
15. Segment information
The Chief Operating Decision Makers ("CODM") of the Company are
the Board of Directors. The Company has one reportable segment. The
Board of Directors review internal management reports on a
quarterly basis prepared in accordance with IFRS, as adopted by the
EU.
Information on realised gains and losses derived from sales of
investments are disclosed in Note 10 to the financial
statements.
The Company is domiciled in Guernsey. All of the Company's
income from investments is from underlying companies. The majority
of these companies are incorporated in countries other than
Guernsey (mainly Great Britain).
The geographical breakdown of the Company's investment portfolio
is set out above.
The Company has no non-financial assets classified as
non-current assets.
The Company also has a diversified shareholder population and
the significant holdings of 5% or more are disclosed in the Annual
Report.
16. Financial risk management
The Company's financial assets mainly comprise investments
designated at fair value through profit or loss, cash and cash
equivalents, amounts due from brokers and dividends and interest
receivable. Note 2 sets out the accounting policies, including
criteria for recognition and the basis for measurement, applied to
significant financial assets and liabilities.
Note 2 also includes the basis on which income and expenses
arising from financial assets and liabilities are recognised.
The carrying amount of financial assets designated at fair value
through profit or loss upon initial recognition as at 31 March 2018
is GBP107,386,838 (2017: GBP110,544,934). The carrying amount of
loans and receivables, consisting of cash and cash equivalents,
amounts due from brokers and dividends and interest receivable, as
at 31 March 2018 is GBP18,917,313 (2017: GBP9,463,752).
The carrying amount of financial liabilities measured at
amortised cost, consisting of other payables and accrued expenses,
amounts due to brokers and amounts due for share buybacks, is
GBP1,077,052 (2017: GBP785,556).
The Company finances its investment activities through the
Company's Ordinary Share capital, reserves and, if required,
borrowings. The Company's financial liabilities comprise trade
payables and expense accruals.
The main risks arising from the Company's activities 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 co-operation 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 year.
i) Market risk
The fair value of 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.
Currency risk
The functional and presentation currency of the company is Pound
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.
At 31 March 2018 the currency profile of those financial assets
and liabilities was:
GBP USD Total
GBP GBP GBP
Investments
at fair
value
through
profit or
loss 105,593,738 1,793,100 107,386,838
Dividends
and interest
receivable 181,040 - 181,040
Cash and
cash
equivalents 18,736,259 14 18,736,273
Trade and (1,077,052) - (1,077,052)
other
payables
Total net
foreign
currency
exposure 123,433,985 1,793,114 125,227,099
-------------------------------------------------- ------------------------------------------------ --------------------------------------------------
At 31 March 2017 the currency profile of those financial assets
and liabilities was:
GBP USD Total
GBP GBP GBP
Investments
at fair
value
through
profit or
loss 109,109,677 1,435,257 110,544,934
Dividends
and interest
receivable 182,025 - 182,025
Cash and
cash
equivalents 8,948,971 51 8,949,022
Trade and 335,917 - 335,917
other
receivables
Trade and (785,556) - (758,556)
other
payables
Total net
foreign
currency
exposure 117,791,034 1,435,308 119,226,342
-------------------------------------------------- ------------------------------------------------ --------------------------------------------------
Sensitivity analysis is based on the Company's monetary foreign
currency instruments held at each balance sheet date.
31 March 2018 31 March 2017
------------ --------------------- --------------------------------------- ----------------------------------------
Impact on Impact on
Increase/(decrease) Total Impact on Total Comprehensive Impact on
in the exchange Comprehensive Net Assets Income Net Assets
Currency rate Income
GBP GBP GBP GBP
------------ --------------------- ------------------- ------------------ -------------------- ------------------
USD 10%/(10%) (163,009)/199,233 (163,009)/199,233 (130,478)/159,473 (130,478)/159,473
------------ --------------------- ------------------- ------------------ -------------------- ------------------
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 and floating rate debt instruments; and
-- 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, if any. 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 as it has no significant fixed income
investments or borrowings.
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 of
movements in the value of the Company's investments. As at the
year-end, the spread of the Company's investment portfolio is
detailed above.
The Board of Directors manages the market price risks inherent
in the investment portfolio 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.
The Company's exposure to other changes in market prices at 31
March 2018 on its investments was as
follows:
2018 2017
GBP GBP
Financial
assets at
fair value
through
profit or
loss
-
Non-current
investments
at fair
value
through
profit or
loss 107,386,838 110,544,934
-------------------------------------------------------- ------------------------------------------------------
The following table illustrates the sensitivity of the profit
and net assets to an increase or decrease of 10% in the fair values
of the Company's investments. This level of change is considered to
be reasonably possible based on observation of current market
conditions. The sensitivity analysis is based on the Company's
investments at each balance sheet date, with all other variables
held constant.
2018 2017
Increase Increase Decrease
in fair Decrease in fair in fair
value in fair value value value
GBP GBP GBP GBP
Statement of
Comprehensive
Income
Profit/(loss)
for the 11,054,4
year 10,738,684 (10,738,684) 93 (11,054,493)
-------------------------------------------------- ---------------------------------------------------- ------------------------------------------------ ---------------------------------------------------
Net assets 11,054,4
10,738,684 (10,738,684) 93 (11,054,493)
-------------------------------------------------- ---------------------------------------------------- ------------------------------------------------ ---------------------------------------------------
ii) Liquidity risk
This is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities.
The Company is faced with some level of liquidity risk as 5% of
the Company's investments are 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
has overall responsibility.
The table below shows the split of investments with maturity
dates of less than a year and investments with no maturity
date.
31 March 2018 31 March 2017
Less Greater No Less Greater No
than than maturity Total than than 1 maturity Total
1 1 year date 1 year date
year year
GBP GBP GBP GBP GBP GBP GBP GBP
Listed - - 102,338,074 102,338,074 - - 102,297,113 102,297,113
Unlisted 398,373 802,221 3,848,170 5,048,764 - 3,451,505 4,796,316 8,247,821
------------------------------------------- ------------------------------------------------ ----------------------------------------------- --------------------------------------------- ------------------------------------------- --------------------------------------------- ---------------------------------------------- ---------------------------------------------
398,373 802,221 106,186,244 107,386,838 - 3,451,505 107,093,429 110,544,934
------------------------------------------- ------------------------------------------------ ----------------------------------------------- --------------------------------------------- ------------------------------------------- --------------------------------------------- ---------------------------------------------- ---------------------------------------------
The Company's financial liabilities are due to mature within one
year from the Statement of Financial Position date. The contractual
maturities of these financial liabilities equal their carrying
amount on the Statement of Financial Position. As the Company is in
a net current asset position, the Directors are satisfied that
there are adequate resources to meet these obligations as they fall
due.
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 statement of financial position
date is represented by the respective carrying amounts of the
financial assets in the Statement of Financial Position.
There is a risk that the custodian and bank 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 rating of the custodian and the bank, BNP Paribas
Securities Services S.C.A., Guernsey Branch, is A with Standard
& Poor's.
iv) Operational risk
Operational risk is the risk of direct or indirect loss arising
from a wide variety of causes associated with the processes,
technology and infrastructure supporting the Company's activities
with financial instruments either internally within the Company or
externally at the Company's service providers, and from external
factors other than credit, market and liquidity risks such as those
arising from legal and regulatory requirements and generally
accepted standards of investment management behaviour.
The Company's objective is to manage operational risk so as to
balance limiting of financial losses and damage to its reputation
with achieving its investment objective.
Capital management policies and procedures
The Company's capital management objectives are:
- to ensure that the Company will be able to continue as a going concern; and
- to maximise the income and capital return to its equity
shareholders through an appropriate balance of equity capital and
long-term debt. The policy is that gearing should not exceed 20% of
net assets.
The Company's capital at 31 March comprises:
2018 2017
Equity GBP GBP
Share
capital 49,789,346 50,122,846
Capital 1,246,500 1,246,500
redemption
reserve
and other
reserves
Other 74,205,667 67,856,996
reserves
--------------------------------------------------- --------------------------------------------------
125,241,513 119,226,342
------------------------------------------------------------------------------------------------------ --------------------------------------------------
The Company does not have any long term debt outstanding as at
31 March 2018 and 31 March 2017.
The Board, with the assistance of the Investment Manager,
monitors and reviews the broad structure of the Company's capital
on an ongoing basis. This review includes:
- the planned level of gearing, which takes account of the
Investment Manager's views on the market;
- the need to buy back equity shares for cancellation, which
takes account of the difference between the net asset value per
share and the share price (i.e. the level of share price discount
or premium);
- the need for new issues of equity shares; and
- the extent to which revenue in excess of that which is
required to be distributed should be retained.
The Company's objectives, policies and processes for managing
capital are unchanged from the preceding accounting period and
there are no imposed capital requirements.
17. Fair value hierarchy
Where an asset or liability's value is determined based on
inputs from different levels of the hierarchy, the level in the
fair value hierarchy assumed for the valuation assessment is the
lowest level input significant to the fair value measurement in its
entirety.
Investments whose values are based on quoted market prices in
active markets, and therefore classified within level 1, include
active listed equities. The Company does not adjust the quoted
price for these instruments.
Financial instruments that trade in markets that are not
considered to be active but are valued based on quoted market
prices, dealer quotations or alternative pricing sources supported
by observable inputs are classified within level 2. As level 2
investments include positions that are not traded in active markets
and/or are subject to transfer restrictions, valuations may be
adjusted to reflect illiquidity and/or non-transferability, which
are generally based on available market information.
Investments classified within level 3 have significant
unobservable inputs. Level 3 instruments consists of private equity
positions. As observable prices are not available for these
securities, the Company has used valuation techniques to derive the
fair value. For certain investments, the Company utilises
comparable trading multiples and recent transactions in arriving at
the valuation for these positions. The Investment Manager
determines comparable public companies (peers) based on industry,
size, developmental stage and strategy.
Management then calculates a trading multiple for each
comparable company identified. The multiple is calculated by
dividing the enterprise value of the comparable company by its
earnings before interest, taxes, depreciation and amortisation
(EBITDA). The trading multiple is then discounted for
considerations such as illiquidity and differences between the
comparable companies based on company-specific facts and
circumstances. New investments are initially carried at cost, for a
limited period, being the price of the most recent investment in
the investee company.
In accordance with IPEV valuation guidelines changes and events
since the acquisition date are monitored to assess the impact on
the fair value of the investment and the valuation derived from
investment cost is adjusted if necessary. Fair value is the price
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date.
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.
31 March
2018 Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Financial
assets at
fair
value
through
profit or
loss
Listed
securities 102,338,074 - - 102,338,074
Unlisted
securities - - 5,048,764 5,048,764
102,338,074 - 5,048,764 107,386,837
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
31 March 2017
Financial assets at
fair value
through profit or loss
Listed securities 102,297,113 - - 102,297,113
Unlisted securities - 4,533,223 3,714,598 8,247,821
102,297,113 4,533,223 3,714,598 110,544,934
------------ ---------- ---------- ------------
The following table summarises the changes in fair value of the
Company's Level 3 investments for the year ended 31 March 2018.
2018 2017
GBP GBP
Balance at 1 April 3,714,598 5,066,275
Net realised
(losses)/gains on
investments (159,207) (1,798,896)
Unrealised
gains/(losses) on
investments (580,661) 843,354
Purchase of
investments 1,981,034 -
Sale of investments - (1,631,997)
Transfers from level 1
into level 3 93,000 3,602,575
Transfers from level 3
into level 2 - (2,366,713)
------------------------------------------- -------------------------------------------
Balance at 31 March 5,048,764 3,714,598
------------------------------------------- -------------------------------------------
Change in unrealised
losses / (gains)
on investments
included in Statement
of Comprehensive
Income for Level 3
investments held 784,711 206,215
------------------------------------------- -------------------------------------------
During the year ended 31 March 2018, there was one transfer from
level 1 to level 3 resulting from an investee company's listing
being cancelled (31 March 2017: There were three transfers from
level 1 to level 3 and one transfer from level 3 to level 2).
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 31 March 2018 in measuring financial
instruments categorised as Level 3 in the fair value hierarchy.
Fair Value Sensitivity to changes
at 31 March Unobservable in significant unobservable
Valuation Method 2018 (GBP) inputs Factor inputs
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 1,200,594 multiple 14.0x multiple was increased
--------------------- ------------- ------------- -------- -----------------------------
The remaining investments classified as Level 3 have not been
included in the above analysis as they have either a fair value
that either approximates a recent 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.
As at 31 March 2018
Valuation Method Input Sensitivity used GBP
-------------------- ------------------- -------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/-10% (15.4/12.6) 140,096/(140,096)
-------------------- ------------------- -------------------- ------------------
A sensitivity of 10% has been considered appropriate given the
earnings (EBITDA) multiple for comparable company multiples lies
within this range.
No sensitivity analysis has been presented for the year ended 31
March 2017 given there were no significant unobservable inputs used
as at 31 March 2017 as the investments classified as Level 3 had
either a fair value that either approximated a recent transaction
price or was cash held in escrow pending the outcome of certain
post sale conditions (i.e. warranties).
18. Related parties
All transactions with related parties are carried out at arm's
length and the prices reflect the prevailing fair market value of
the assets on the date of the transaction.
The Investment Adviser is considered to be a related party. The
fees paid are included in the Statement of Comprehensive Income and
further detailed in Notes 4 and 5.
The Directors are also considered to be related parties and
their fees are disclosed in the Statement of Comprehensive Income.
At 31 March 2018, GBP38,125 (2017: GBP37,708) 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 a Partner and the
Chief Executive of Harwood Capital LLP, the Company's Investment
Manager and Investment Adviser and Chief Investment Officer of
North Atlantic Smaller Companies Investment Trust plc "NASCIT",
which is a substantial shareholder of Oryx as detailed in the
Annual Report.
Rupert Evans is a consultant to the law firm Mourant Ozannes,
the legal adviser to the Company. The Company neither paid fees to
Mourant Ozannes during the year, nor had any dues outstanding at
the Statement of Financial Position date (2017: Nil).
During the year, the Company acquired a further 150,000 shares
in Harwood Wealth Management Group. As at 31 March 2018, the
Company held 2,500,000 shares in Harwood Wealth Management Group
valued at GBP3,625,000. The Company considers Harwood Wealth
Management Group a related party as Mr Christopher Mills, a
non-executive director of Harwood Wealth Management Group, is also
a member of key management personnel of the Company.
Sidney Cabessa is a Director of Harwood Capital Management
Limited, the parent company of Harwood Capital LLP. No fees were
paid or are payable to Harwood Capital Management Limited.
19. Subsequent Events
There have been no significant events subsequent to the year
end, which, in the opinion of the directors, may have had an impact
on the financial statements for the year ended 31 March 2018.
COMPANY INFORMATION
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
Investment Adviser
Harwood Capital LLP
6 Stratton Street, Mayfair, London, W1J 8LD
Custodian
BNP Paribas Securities Services S.C.A., Guernsey Branch
BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Secretary and Administration
BNP Paribas Securities Services S.C.A., Guernsey Branch
BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Registrars
Link Market Services (Guernsey) Limited (formerly 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 Auditor
KPMG Channel Islands Limited
Glategny Court, Glategny Esplanade
St Peter Port, Guernsey, GY1 1WR
Legal Advisers
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:
Sarah Hendry
BNP Paribas Securities Services S.C.A., Guernsey Branch,
Tel: +44 (0) 1481 750 822
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, 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 news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR SESFLLFASELW
(END) Dow Jones Newswires
July 24, 2018 10:47 ET (14:47 GMT)
Oryx International Growth (LSE:OIG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Oryx International Growth (LSE:OIG)
Historical Stock Chart
From Jul 2023 to Jul 2024
