TIDMOIG
RNS Number : 4489K
Oryx International Growth Fund Ld
14 December 2018
14 December 2018
FOR IMMEDIATE RELEASE
RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A., GUERNSEY
BRANCH
HALF-YEARLY RESULTS ANNOUNCEMENT
THE BOARD OF DIRECTORS OF Oryx International Growth Fund Limited
ANNOUNCE UNAUDITED CONDENSED HALF-YEARLY RESULTS FOR THE SIX
MONTHSED 30 SEPTEMBER 2018
A copy of the Company's Unaudited Condensed Half Yearly
Financial Report will be available via the following link:
www.oryxinternationalgrowthfund.co.uk
HALF-YEARLY BOARD REPORT
PERFORMANCE SUMMARY AND DIVID HISTORY
Performance Summary
(GBP in millions, except per share data At 30 September At 31 March
and the number of Ordinary Shares in issue) 2018 2018
Number of Ordinary Shares in issue 14,192,125 14,192,125
Market capitalisation(1)
- Ordinary Shares 118.15 107.86
Net Asset Value ("NAV") attributable to
shareholders
- Ordinary Shares 132.29 125.24
Investments 127.02 107.39
Cash and cash equivalents 5.47 18.74
NAV per share attributable to shareholders
- Ordinary Shares 9.32 8.82
Share Price 8.33 7.60
Discount to NAV (based on published NAV) (13.46)% (15.56)%
Earnings per share(2) 0.50 0.73
Dividend history
No Ordinary Share dividend was declared during the period.
(1) - Source: Bloomberg - last price
(2) - The earnings per share of GBP0.50 relates to the six month
period from 1 April 2018 to 30 September 2018 whereas the earnings
per share of GBP0.73 relates to the financial year from 1 April
2017 to 31 March 2018
CHAIRMAN'S STATEMENT
I am very pleased to report another good set of results of your
Company, which has once again, outperformed the comparable indices.
The Net Asset Value of the Company increased by 5.7% in the six
month period ended 30 September 2018.
As you will see from the report of our Investment Manager, this
result was a consequence of the careful selection and husbanding of
assets through to eventual disposal. It is also dependent on
finding new investments at attractive prices. Periods of market
uncertainty may throw up good opportunities for active value
investors such as ourselves with a healthy cash position.
Nigel Cayzer
Chairman
13 December 2018
executive sUMMARY
This Executive Summary is designed to provide information about
the Company's business and results for the six month period ended
30 September 2018. It should be read in conjunction with the
Chairman's Statement and the Investment Adviser's Report which
gives a detailed review of investment activities for the period and
an outlook for the future.
Corporate summary
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.
The Company's share capital is denominated in Sterling and each
Ordinary Share carries equal voting rights.
The Investment Manager and Investment Adviser during the period
was Harwood Capital LLP (the "Investment Manager" and the
"Investment Adviser") a United Kingdom limited liability
partnership incorporated under the Limited Partnerships Act 2000
(partnership number OC304213) and regulated by the Financial
Conduct Authority.
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.
Company investment objective and policy
The investment objective of the Company is to seek to generate
consistently high absolute returns whilst maintaining a low level
of risk for shareholders.
The Company principally invests in small and mid-size quoted and
unquoted companies in the United Kingdom and the United States. The
Investment Manager targets companies that have fundamentally strong
business models, but where there may be specific factors which are
constraining the maximisation or realisation of shareholder value,
which may be realised through the pursuit of an activist
shareholder agenda by the Investment Manager. Dividend income is a
secondary consideration when making investment decisions.
Director interests
The Board comprises seven non-executive Directors, five of whom
are independent: Nigel Cayzer (Chairman), Walid Chatila, Rupert
Evans, John Grace and John Radziwill. Christopher Mills is an
employee of the Investment Manager and Sidney Cabessa is a Director
of Harwood Capital Management Limited and are therefore not
regarded as independent. Information on each Director is presented
below.
Walid Chatila, Rupert Evans and John Radziwill are members of
the Audit Committee and Nomination Committee. Nigel Cayzer, Sidney
Cabessa, and John Grace are also members of the Nomination
Committee.
Christopher Mills is a Partner and Chief Executive Officer of
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.
Information on the Directors' remuneration is detailed in note
8. Other than fees payable in the ordinary course of business,
there have been no material transactions with these related
parties.
The Company has not set any requirements or guidelines for
Directors to own shares in the Company. As at the date of approval
of the Half-Yearly Financial Report, Directors and their connected
persons held the following number of Ordinary Shares in the
Company:
Director Directors' holdings in the
Company's Ordinary Shares
------------------- ---------------------------
Christopher Mills 350,000
------------------- ---------------------------
John Grace (1) 130,000
346,607
------------------- ---------------------------
(1) 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.
Principal risks and uncertainties
When considering the total return of the Company, the Board
takes account of the risk which has been taken in order to achieve
that return. The Directors have carried out a robust assessment of
the principal risks facing the Company including those which would
threaten its business model, future performance, solvency or
liquidity. The Board looks at the following risk factors as listed
below:
-- Investment activity and performance
-- Level of discount or premium
-- Market price risk
Information on these risks and how they are managed is given in
the Annual Report and Financial Statements for the year ended 31
March 2018. In the view of the Board, these principal risks and
uncertainties were applicable to the six months under review and
are not expected to change for the remaining six months of the
financial year.
Events after the reporting date
The Directors are not aware of any developments that might have
a significant effect on the operations of the Company in subsequent
financial periods not already disclosed in this report or the
attached condensed financial statements.
Going concern
Under the UK Corporate Governance Code and applicable
regulations, the Directors are required to satisfy themselves that
it is reasonable to assume that the Company is a going concern from
the date of approval of this Half-Yearly Financial Report.
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
condensed financial statements.
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, where the Board will recommend that
shareholders vote against this resolution. Although the outcome of
such a vote remains uncertain, having assessed the principal risks
to the business and investment model, the Directors' current view
is that the shareholders will vote against the resolution.
Future strategy
The Board continues to believe that the investment strategy and
policy adopted by the Company is appropriate for and is capable of
meeting the Company's investment objective.
The overall strategy remains unchanged and it is the Board's
assessment that the Investment Manager's and Investment Adviser's
resources are appropriate to properly manage the Company's
portfolio in the current and anticipated investment
environment.
Please refer to the Investment Adviser's report for detail
regarding performance to date of the investment portfolio and the
main trends and factors likely to affect those investments.
BOARD MEMBERS
Directors
All Directors are non-executive.
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 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.
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.
INVESTMENT ADVISER'S REPORT
It is pleasing to note that the net asset value of the Company
for the six months to 30(th) September rose by 5.7% thereby
outperforming the comparable small cap indices.
Quoted equities:
Equity markets were volatile during the period and where
companies missed expectations there would be very significant falls
in the value of the business. The outperformance of the Company was
assisted by EKF, Bioquell, Catalyst Media, Assetco, Water
Intelligence, Augean and Tax Systems, all of which rose in excess
of 20%. This was to some extent offset by weakness in Minds &
Machines following a failed bid process, Satellite Solutions for no
particular reason and Frenkel Topping following disappointing
results.
The positions in Redcentric, ISpatial, Omega and Animalcare were
more than doubled whilst during the period covered by these
Financial Statements new positions were established in Ergomed,
NAHL and GBGI.
Unquoted portfolio:
One new investment was made during the period in Hansard
(Pelsis) a leading manufacturer and distributor of pest control
products. The value of Antler was increased during the period
reflecting a third party valuation. Jaguar continues to perform
extremely well and there has been a meaningful improvement in the
performance of Sherwood in the past nine months.
Liquidity:
As a result of the above transactions, the Company's cash
position fell from approximately GBP18m to just over GBP5m during
the period.
Outlook:
Since the end of the period global markets have been weak and
the UK is certainly no exception. Whilst this has inevitably led to
a fall in the net asset value of the Company, the impact has to
some extent been mitigated by the sale of the Company's interest in
GBGI and Bioquell, both at significant premiums to the end
September valuation.
As a consequence our pro forma cash holding is again approaching
GBP15m.
Our core philosophy of buying good businesses at a significant
discount to their private market value will, I believe, stand us in
good stead even if markets deteriorate further.
Our substantial cash balance also leaves us well placed to
benefit from further opportunities as they arise.
Harwood Capital LLP
13 December 2018
TEN LARGEST HOLDINGS
As at 30 September 2018
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. The company 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.
The business is now focused primarily on the next phase of
growth. winning new contracts and launching products into key
markets, having recently signed an exclusive distribution deal in
the U.S to support its diabetes strategy. Net cash generation has
remained strong, with an uplift of GBP5 million in free cash on the
balance sheet. The group successfully raised GBP22.25 million and
listed Renalytix on the AIM market through an IPO. Renalytix will
be able to target diabetic patients who are at risk of progressive
kidney failure. Any further value created from Renalytix will
represent significant upside. EKF has recently announced a GBP2
million share buyback program.
Bigblu Broadband Plc
Formerly known as Satellite Solutions Worldwide, Bigblu
Broadband operates as a leading global telecommunication provider
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 alternative broadband provider in
Australia and Europe, and there is significant upside to come
through a combination of organic growth, strategic well-placed
acquisitions and joint venture partnerships agreements.
MJ Gleeson Group Plc
Gleeson operates two divisions, Gleeson Homes and Gleeson
Strategic Land. Gleeson Homes continues to show a strong increase
in revenues. 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
by 2022. The board announced that the dividend policy will be
increased by 33%, after an exceptional year. The balance sheet has
strengthened, and the core business model continues to scale
upwards.
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 a transformational period and is now
focused as a pure play on bio decontamination solutions. The
strategic review was completed, with all non-core legacy defence
businesses sold. As a result, the business is now in a stronger
position for visibility on future earnings from bio decontamination
solutions and modular isolators. The growth of the business lies in
opportunities in America, where the addressable market is
potentially very exciting.
Redcentric Plc
The company is a leading UK IT managed services business that
provides IT and cloud services to meet its customer and client's
needs. The group benefits from an established reputation as an end
to end managed service provider delivering innovative technology to
improve business productivity and efficiency.
Redcentric has continued its period of recovery through a
strategic review by cutting the cost base, consolidating property
and systems from its legacy businesses throughout a challenging
business environment. The operating model has been transformed to
migrate more customers to the cloud. The group have been successful
in winning new large contracts recently demonstrated by the
Yorkshire and Humber Public Sector Network win, delivering an
additional GBP15 million of revenue. Cash control of the group has
been well managed and debt is falling rapidly. The focus is now on
the management team to continue to evolve the managed services
market through the cloud offering.
Hargreaves Services
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 Germany and its
industrial service segment, combined with substantial gains in the
Property and Energy portfolio. The group has successfully completed
the sale of Brockwell Energy Limited with funds from the sale being
applied to reducing short term overdraft. The strategy remains
focused on simplifying the business while delivering strong returns
within the group whilst generating cash.
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 and now has GBP15 million of
cash and no debt on the balance sheet. A recent Supreme Court
decision legalised sports betting across the US. As this is
implemented by the various States this will have a major impact on
the group's revenues and earnings visibility. Connecticut is
expected to pass legislation early next year, which will be
transformational for Sportech's venue business given its current
dominant market position. The stock has been weak recently due to a
profit warning.
Augean Plc
Augean is the market leader specialising in hazardous waste
management practices, and provides waste management solutions
across the United Kingdom. The group is strategically positioned to
provide compliance and commercial solutions operated through five
business units: Energy & Construction, Radioactive Waste
Services, Industry and Infrastructure, Augean Integrated Services
and Augean North Sea Services.
The group is currently engaged in a legal process with HMRC over
supposed un-paid landfill tax assessments, the group believes that
taxes have been collected and paid correctly and is challenging the
HMRC's position. The share price has increased over the last six
months reflecting delivery of strong underlying progress and
winning several new customers in industrial services and waste
management. The company has in the past few months twice increased
its profit forecasts for 2018.
Harwood Wealth Management Group Plc
Harwood Wealth Management Group is a substantial financial
planner and discretionary wealth firm and currently has more than
GBP4.3billion of assets under management or influence, a 30%
increase over the last six months. The group offers a platform of
services; investment management, pension and retirement planning;
inheritance planning; life cover and family protection and
mortgages.
Harwood Wealth additionally offers discretionary investment
services operating multi managed funds mainly the Discovery range.
The principal driver of growth has come from acquisitions of small
to medium sized independent financial advisors, completing nine
acquisitions in total this year. The group continues to win new
business and is highly cash generative and has a clear growth
strategy in place.
AssetCo Plc
AssetCo provides management and resources to fire emergency
Services in the Middle East and this includes training, the
provision of personnel and equipment. The group's profitable
contract for outsourcing fire services with the Abu Dhabi
government is expected to end in early 2019. The company is
currently pursuing a substantial claim for professional negligence
against Grant Thornton. The case has been tried, and a decision is
expected .
DIRECTORS' STATEMENT OF RESPONSIBILITIES
The Directors are responsible for preparing the Half-Yearly
Financial Report in accordance with applicable Guernsey law and
regulations.
The Directors confirm to the best of their knowledge that:
-- the unaudited condensed half-yearly financial statements have
been prepared in accordance with IAS 34 "Interim Financial
Reporting" and give a true and fair view of the assets,
liabilities, financial position and profit of the Company as at 30
September 2018, as required by the UK Listing Authority Disclosure
Guidance and Transparency Rule 4.2.4R;
-- the combination of the Chairman's Statement, the Investment
Adviser's Report, the Executive Summary and the notes to the
unaudited condensed half-yearly financial statements include a fair
view of the information required by:
1. Rule 4.2.7R of the Disclosure Guidance and Transparency Rules
of the UK's Listing Authority ("DTR"), being an indication of
important events that have occurred during the six months ended 30
September 2018 and their impact on the condensed financial
statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and
2. DTR 4.2.8R, being related party transactions that have taken
place during the six months ended 30 September 2018 and that have
materially affected the financial position or performance of the
Company during that period; and any changes in the related party
transactions described in the last annual report that could do
so.
By order of the Board
Walid Chatila Rupert Evans
Director Director
13 December 2018 13 December 2018
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 September 2018
Six months ended 30 September 2018 Six months ended 30 September 2017
(Unaudited) (Unaudited)
Notes GBP GBP
Income
Investment income 3 407,328 359,792
Realised gain on financial assets
designated at fair value through
profit or loss 549,812 7,166,200
Unrealised gain on financial assets
designated at fair value through
profit or loss 7,119,604 686,561
Loss on foreign currency
translation (5,219) (1,431)
------------------------------------ ------
Total income 8,071,525 8,211,122
------------------------------------ ------ ----------------------------------- -----------------------------------
Expenses
Investment manager and investment
advisory fees 4 701,118 648,035
Transaction costs 39,480 75,972
Directors' fees and expenses 8 94,634 107,224
Audit fees 25,069 27,853
Administration fees 7 58,653 62,425
Legal and professional fees 34,564 69,907
Registrar and transfer agent fees 11,925 9,281
Custodian fees 6 15,781 15,836
Insurance fees 2,564 2,564
Regulatory fees 2,374 8,755
Printing fees 15,174 14,304
Other expenses 9,191 15,620
------------------------------------ ------ ----------------------------------- -----------------------------------
Total expenses 1,010,527 1,057,776
------------------------------------ ------ ----------------------------------- -----------------------------------
Profit before taxation 7,060,998 7,153,346
------------------------------------ ------ ----------------------------------- -----------------------------------
Withholding tax on dividends (11,379) (11,585)
----------------------------------- -----------------------------------
Profit after taxation and total
comprehensive income 7,049,619 7,141,761
------------------------------------ ------ ----------------------------------- -----------------------------------
Basic and diluted earnings per
Ordinary Share 12 0.50 0.49
------------------------------------ ------ ----------------------------------- -----------------------------------
The Company has no items of other comprehensive income, and
therefore the profit for the period is also the total comprehensive
income.
All items in the above statement are derived from continuing
operations. No operations were acquired or discontinued during the
period.
The accompanying notes form an integral part of these condensed
financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
As at 30 September 2018
30 September 2018 31 March
2018
Notes (Unaudited) (Audited)
GBP GBP
------------------ --------------
Non-current assets
Listed investments designated at fair value through profit or loss
(Cost - GBP100,650,852
(31 March 2018 - GBP89,154,852)) 9 120,356,330 102,338,074
Unlisted investments designated at fair value through profit or loss
(Cost - GBP6,273,362
(31 March 2018 - GBP5,259,420)) 9 6,660,054 5,048,764
------------------ --------------
127,016,384 107,386,838
------------------ --------------
Current assets
Cash and cash equivalents 5,469,613 18,736,273
Amounts due from brokers 124,063 -
Dividends and interest receivable 68,400 181,040
Other receivables 16,578 14,414
Total current assets 5,678,654 18,931,727
------------------ --------------
Total assets 132,695,038 126,318,565
------------------ --------------
Current liabilities
Other payables and accrued expenses 329,935 351,298
Amounts due to brokers 73,971 725,754
Total current liabilities 403,906 1,077,052
------------------ --------------
Net assets 132,291,132 125,241,513
------------------ --------------
Shareholders' equity
Share capital 10 49,789,346 49,789,346
Capital redemption reserve 1,246,500 1,246,500
Other reserves 81,255,286 74,205,667
------------------ --------------
Total shareholders' equity 132,291,132 125,241,513
------------------ --------------
Net Asset Value per Ordinary Share - basic and diluted
11,13 GBP9.32 GBP8.82
------------------ --------------
The condensed financial statements were approved by the Board of
Directors on 13 December 2018 and are signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the six months ended 30 September 2018 (Unaudited)
Capital
redemption
Share Capital reserve Other reserves Total
GBP GBP GBP GBP
---------------------------- -------------- ------------ --------------- ------------
Balance at 1 April 2018 49,789,346 1,246,500 74,205,667 125,241,513
----------------------------- -------------- ------------ --------------- ------------
Total comprehensive income
for the period - - 7,049,619 7,049,619
----------------------------- -------------- ------------ --------------- ------------
Balance at 30 September
2018 49,789,346 1,246,500 81,255,286 132,291,132
----------------------------- -------------- ------------ --------------- ------------
For the six months ended 30 September 2017 (Unaudited)
Capital
redemption
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 period - - 7,141,761 7,141,761
Transactions with owners,
recorded directly to equity
- Cancellation of shares (222,000) - (2,560,500) (2,782,500)
------------------------------- -------------- ------------ --------------- ------------
Balance at 30 September
2017 49,900,846 1,246,500 72,438,257 123,585,603
------------------------------- -------------- ------------ --------------- ------------
CONDENSED STATEMENT OF CASH FLOWS
For the six months ended 30 September 2018
Six months ended 30 Six months ended 30
September 2018 September 2017
GBP GBP
(Unaudited) (Unaudited)
-------------------------------------------------------------- ------------------------ -------------------------
Cash outflow from operating activities
Profit after taxation and total comprehensive income for the
period 7,049,619 7,141,761
Adjustments to reconcile profit after tax to net cash flows:
* Realised gain on financial assets designated at fair
value through profit or loss (549,812) (7,166,200)
* Unrealised gain on financial assets designated at
fair value through profit or loss (7,119,604) (686,561)
* Net loss on foreign currency translation 5,219 1,431
Purchase of financial assets designated at fair value through
profit or loss (20,006,990) (23,609,924)
Proceeds from sale of financial assets designated at fair
value through profit or loss 8,046,860 21,491,768
Changes in working capital
Decrease in dividend and interest receivable 112,640 140,269
Increase in other receivables (2,164) (3,770)
(Decrease) / increase in amounts due from brokers (124,063) 306,908
Decrease in other payables and accrued expenses (21,363) (9,769)
Decrease in amounts due to brokers (651,783) (209,293)
Net cash outflow from operating activities (13,261,441) (2,603,380)
--------------------------------------------------------------- ------------------------ -------------------------
Cash outflow from financing activities
Cancellation of shares - (2,977,391)
Net cash outflow from financing activities - (2,977,391)
--------------------------------------------------------------- ------------------------ -------------------------
Net decrease in cash and cash equivalents in the period (13,261,441) (5,580,771)
--------------------------------------------------------------- ------------------------ -------------------------
Cash and cash equivalents at the beginning of the period 18,736,273 8,949,022
Effect of exchange rate fluctuations on cash and cash
equivalents (5,219) (1,432)
Cash and cash equivalents at the end of period 5,469,613 3,366,819
--------------------------------------------------------------- ------------------------ -------------------------
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
1. General information
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 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
The Annual Report and Financial Statements (the "Annual Report")
are prepared in accordance with the Disclosure Guidance and
Transparency Rules of the FCA and with International Financial
Reporting Standards ("IFRS") as adopted by the European Union which
comprise standards and interpretations approved by the
International Accounting Standards Board, and interpretations
issued by the International Financial Reporting Standards and
Standing Interpretations Committee as approved by the International
Accounting Standards Committee which remain in effect. The
Half-Yearly Financial Report has been prepared in accordance with
International Accounting Standards (IAS) 34 "Interim Financial
Reporting". The accounting policies adopted are consistent with
those of the previous financial year and corresponding interim
period, except for the adoption of new and amended standards as set
out below.
The Company has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet
effective.
The Company applied, for the first time as at 1 April 2018, IFRS
15 Revenue from Contracts with Customers ("IFRS 15") and IFRS 9
Financial Instruments ("IFRS 9") that became effective on 1 January
2018. These standards do not result in a restatement of previous
financial statements. As required by IAS 34, the nature and effect
of these changes are disclosed below.
(a) IFRS 15 replaces IAS 11 Construction Contracts, IAS 18
Revenue and related Interpretations
IFRS 15 requires entities to recognise revenue to depict the
transfer of promised goods or services to customers in an amount
that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services.
As disclosed in the Annual Report, the Directors believe that
the application of IFRS 15 is not be applicable as the Company does
not have any revenue that should be accounted for under IFRS
15.
(b) IFRS 9 replaces IAS 39 Financial Instruments: Recognition
and Measurement
IFRS 9 introduced a new approach to the classification of
financial assets which is driven by the business model in which the
asset is held and their cash flow characteristics. A new business
model approach was introduced which does allow certain financial
assets to be categorised as "fair value through other comprehensive
income" in certain circumstances. IFRS 9 carries forward the
derecognition requirements of financial assets and liabilities from
IAS 39.
The Board applied IFRS 9 from 1 April 2018 for the first time.
As disclosed in the Annual Report, the Board has undertaken an
assessment of the impact of IFRS 9 on the Company's financial
statements and concluded that there will be no impact to the
classification and measurement of the Company's financial assets
and financial liabilities. Refer to note 2.4 for the accounting
policies on financial instruments which detail the impact on
adoption of IFRS 9.
2.1 Going Concern
The Half-Yearly Financial Report has been prepared under a going
concern basis. 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 30 September 2018, there was a
working capital surplus of GBP5,274,748. The Directors noted that
as at 30 September 2018 (i) the profit after taxation and total
comprehensive income for the period from 1 April 2018 to 30
September 2018 was GBP7,049,619 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 and investment
advisory fees, directors' fees and expenses, administration fees
and legal 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.
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, where the Board will recommend that
shareholders vote against this resolution. Although the outcome of
such a vote remains uncertain, having assessed the principal risks
to the business and investment model, the Directors' current view
is that the shareholders will vote against the resolution.
2.2 Use of judgements and estimates
In preparing these condensed financial statements, management
has made judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets and liabilities, income and expenses. Actual results may
differ from these estimates.
The significant judgements made by management in applying the
Company accounting policies and the key sources of estimation
uncertainty were the same as those applied to the Annual Report and
Financial Statements for the year ended 31 March 2018.
2.3 Segment reporting
The Directors view the operations of the Company as one
operating segment, being the investment business. All significant
operating decisions are based upon analysis of the Company's
investments as one segment. The financial results from this segment
are equivalent to the financial results of the Company as a whole,
which are evaluated regularly by the chief operating decision-maker
(the Board with insight from the Investment Manager).
2.4 Financial instruments
Financial Assets
Classification
All investments of the Company are designated as financial
assets at fair value through profit or loss. The investments, which
include both equity and debt securities, are purchased mainly for
their capital growth. 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.
Equity securities at fair value through profit or loss at
inception
Under IAS 39, equity securities were classified as financial
assets at fair value through profit or loss. Under IFRS 9, equity
investments are required to be held as fair value through profit or
loss. There was therefore no impact on the amounts recognised in
relation to these assets from the adoption of IFRS 9.
Classification (continued)
Debt securities at fair value through profit or loss at
inception
Under IAS 39, debt securities were classified as financial
assets at fair value through profit or loss. This is due to the
fact that these debt instruments are managed, and their performance
is evaluated on a fair value basis in accordance with the Company's
documented investment strategy. Under IFRS 9 and the current
business model, these debt instruments are classified as financial
assets at fair value through profit or loss. There was no impact on
the amounts recognised in the Condensed Statement of Financial
Position in relation to these assets from the adoption of IFRS
9.
The Company's policy requires the Investment Manager and the
Board to evaluate the information about these financial assets on a
fair value basis together with other related financial
information.
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 the Condensed Statement of Comprehensive Income. Transaction
costs are separately disclosed in the Condensed Statement of
Comprehensive Income.
Fair value measurement principles
Listed investments have been valued at the bid price ruling at
the reporting date. In the absence of the bid price, the closing
price has been taken, or, in either case, if the market is closed
on the financial reporting date, the bid 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.
De-recognition
De-recognition 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.
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.
3. Investment income
Six months Six months
ended 30
September
2017
ended 30 (Unaudited)
September
2018
(Unaudited)
GBP GBP
Dividends 407,328 359,792
Total investment income 407,328 359,792
------------------------- ------------- -------------
4. Investment manager and investment advisory fees
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. Investment Manager and Investment Adviser fees
payable as at 30 September 2018: GBP237,300 (31 March 2018:
GBP215,208).
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").
As at approval of these condensed financial statements, no
recommendation was made in respect of the 2018 supplementary
management fee. 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.
Custodian fee payable as at 30 September 2018: GBP2,683 (31 March
2018: GBP4,412). This amount is included in other payables and
accrued expenses.
7. Administration fees
The Administrator was appointed 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.
Administration fee payable as at 30 September 2018: GBP10,120 (31
March 2018: GBP18,617). This amount is included in other payables
and accrued expenses.
8. Directors' fees, expenses and interests
With the exception of the Chairman and Audit Committee Chairman,
who are entitled to a fee of GBP27,500 and GBP25,000 per annum
respectively, each Director is entitled to GBP20,000 per annum from
the Company. In addition, all Directors are entitled to
reimbursement of travel, hotel and other expenses incurred by them
in course of their duties relating to the Company.
The Company has no employees other than the Directors.
Directors' fees payable as at 30 September 2018 were GBP38,438 (31
March 2018: GBP38,125). This amount is included in other payables
and accrued expenses.
As at the date of approval of these condensed financial
statements, Christopher Mills and John Grace held Ordinary Shares
in the Company. No other Director holds shares in the Company.
No pension contributions were payable in respect of any of the
Directors (31 March 2018: GBPnil).
9. Financial assets designated at fair value through profit or loss
30 September 31 March
2018 2018
(Unaudited) (Audited)
GBP GBP
Cost at beginning of period/year 94,414,272 86,722,207
Additions 20,006,990 42,647,674
Disposals (8,046,860) (57,679,422)
Net realised gains on investments 549,812 22,723,813
------------- -------------
Cost at end of period/year 106,924,214 94,414,272
Net unrealised gain on investments 20,092,170 12,972,566
------------- -------------
Fair value at end of the period/year 127,016,384 107,386,838
------------- -------------
Representing:
30 September 31 March
2018 2018
GBP GBP
(Unaudited) (Audited)
Listed equities 120,356,330 102,338,074
Unlisted equities 6,660,054 5,048,764
------------- ------------
127,016,384 107,386,838
------------- ------------
Investments are predominantly comprised of equity and
equity-related investments in small and mid-sized quoted and
unquoted companies in the United Kingdom and United States.
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.
30 September 2018 Level 1 Level 2 Level 3 Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
GBP GBP GBP GBP
Financial assets at fair
value
through profit or loss
Listed securities 120,356,330 - - 120,356,330
Unlisted securities - - 6,660,054 6,660,054
------------ ------------ ------------ ------------
120,356,330 - 6,660,054 127,016,384
------------ ------------ ------------ ------------
31 March
2018 Level 1 Level 2 Level 3 Total
(Audited) (Audited) (Audited) (Audited)
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
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
The following table summarises the changes in fair value of the
Company's Level 3 investments.
30 31 March
September 2018
2018
(Unaudited) (Audited)
GBP GBP
Opening
balance 5,048,764 3,714,598
Net realised
losses on
investments (228,908) (159,207)
Unrealised
gains
/(losses)on
investments 597,347 (580,661)
Purchase of
investments 1,242,851 1,981,034
Transfers from
level 1 into
level
3 - 93,000
Closing
balance 6,660,054 5,048,764
------------------------------------------------------------------------- -----------------------------------------------------------------------
Change in
unrealised
gains on
investments
included in
Condensed
Statement of
Comprehensive
Income for
Level 3
investments
held 597,347 784,711
------------------------------------------------------------------------- -----------------------------------------------------------------------
During the period ended 30 September 2018, there were no
transfers between the three levels of the fair value hierarchy (31
March 2018: One transfer from level 1 to level 3).
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.
Quantitative information of significant unobservable inputs -
Level 3
The table below sets out information about significant
unobservable inputs used at 30 September 2018 and 31 March 2018 in
measuring financial instruments categorised as Level 3 in the fair
value hierarchy.
Fair Value Sensitivity to
at 30 September Unobservable changes in significant
Valuation Method 2018 (GBP) inputs Factor unobservable inputs
The estimated fair
value would increase
if:
Earnings - the Earnings
Comparable (EBITDA) (EBITDA) multiple
Company Multiples 1,200,594 multiple 14.0x was increased
--------------------- ----------------- ------------- -------- ------------------------
Fair Value Sensitivity to
at 31 March Unobservable changes in significant
Valuation Method 2018 (GBP) inputs Factor unobservable inputs
The estimated fair
value would increase
if:
Earnings - the Earnings
Comparable (EBITDA) (EBITDA) multiple
Company Multiples 1,200,594 multiple 14.0x 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.
Sensitivity analysis to significant changes in unobservable
inputs within Level 3 hierarchy
As at 30 September 2018
Valuation Method Input Sensitivity GBP
used
-------------------- ------------------- -------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/-10% (15.4/12.6) 147,284/(147,284)
-------------------- ------------------- -------------------- ------------------
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.
Please refer to note 2.4 for valuation methodology of financial
assets designated at fair value through profit or loss.
10. Share Capital
Authorised share capital
Number
of Shares GBP
Authorised:
----------------------- ----------- -----------
Ordinary shares of 50
pence each 90,000,000 45,000,000
------------------------- ----------- -----------
Ordinary Shares Issued - 1 April 2018 to 30 September 2018
Ordinary Shares of 50 pence Number Share capital
each of Shares GBP
At 1 April 2018 14,192,125 49,789,346
Cancellation of shares - -
----------- --------------
At 30 September 2018 14,192,125 49,789,346
----------- --------------
Ordinary Shares Issued - 1 April 2017 to 31 March 2018
Ordinary Shares of 50 pence Number Share capital
each of Shares 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
----------- --------------
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.
Share buybacks
In accordance with section 315 of The Companies (Guernsey) Law
2008, (as amended) (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 ("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% 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% 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 Buy-back 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
Companies 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 2018 and 30 September 2018, the Company did not
carry out any share buybacks.
Between 1 April 2017 and 31 March 2018, the Company carried out
seven share buybacks, resulting in a total reduction of 667,000
shares for a cost of GBP4,503,420. These shares were subsequently
cancelled.
11. Reconciliation of the net asset value to published net asset
value
30 September 31 March
2018 2018
GBP GBP per GBP GBP per
share share
Published net asset value 136,524,762 9.62 127,759,871 9.00
Revaluation of investments
at bid price (4,233,630) (0.30) (2,518,358) (0.18)
------------ -------- ------------ --------
Net asset value attributable
to shareholders 132,291,132 9.32 125,241,513 8.82
------------ -------- ------------ --------
12. Basic and diluted earnings per Ordinary Share
Six months Six months
ended 30 ended 30
September September
2018 2017
(Unaudited) (Unaudited)
GBP GBP
Total comprehensive income for the
period 7,049,619 7,141,761
Weighted average number of shares during
the period 14,192,125 14,433,180
Basic and diluted earnings
per share 0.50 0.49
13. Net Asset Value per Ordinary Share
30 September 31 March
2018 2018
(Unaudited) (Audited)
GBP GBP
Net asset value 132,291,132 125,241,513
Number of shares at period/year
end 14,192,125 14,192,125
Net asset value per share 9.32 8.82
14. 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 Manager and Investment Adviser are considered to
be a related party. The fees paid are included in the Condensed
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 Condensed Statement of
Comprehensive Income. At 30 September 2018, GBP38,438 (31 March
2018: GBP38,125) included in other payables and accrued expenses
was payable to the Directors.
Christopher Mills is a Director and shareholder of Oryx
International Growth Fund Limited. He is also a 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.
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 period nor had any dues outstanding at
the Condensed Statement of Financial Position date (31 March 2018:
GBPnil).
As at 30 September 2018, the Company held 2,500,000 shares in
Harwood Wealth Management Group valued at GBP3,875,000. 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.
Christopher Mills and John Grace hold Ordinary Shares in the
Company.
14. Subsequent events
The Board of Directors has evaluated subsequent events for the
Company through 13 December 2018, the date the condensed financial
statements were available to be issued, and has concluded there are
no material events that require disclosure or adjustment of the
condensed financial statements.
COMPANY INFORMATION
Registered Office
BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey,
GY1 1WA
Investment Manager and Investment Adviser
Harwood Capital LLP
6 Stratton Street, Mayfair, London, W1J 8LD
Custodian
BNP Paribas Securities Services S.C.A., Guernsey Branch
P.O. Box 482, BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, Channel Islands, GY1 1WA
Secretary and Administrator
BNP Paribas Securities Services S.C.A., Guernsey Branch
P.O. Box 482, BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, Channel Islands, GY1 1WA
Registrars
Link Market Services (Guernsey) Limited
PO Box 627, St Sampson, Guernsey, GY1 4PP
Stockbroker
Winterflood Securities Limited
The Atrium Building, Cannon Bridge House
25 Dowgate Hill, London, EC4R 2GA
Independent Auditors
KPMG Channel Islands Limited
Glategny Court, Glategny Esplanade, St Peter Port, Guernsey, GY1
1WR
Legal 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 SCA, Guernsey Branch
Tel: 01481 750822
A copy of the Company's Half Yearly Financial Report will be
available shortly from the Company Secretary, BNP Paribas
Securities Services S.C.A., Guernsey Branch at BNP Paribas House,
St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA, or on the
Company's website (www.oryxinternationalgrowthfund.co.uk).
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This information is provided by RNS, the 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
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