TIDMOIG
RNS Number : 7462R
Oryx International Growth Fund Ld
08 July 2022
7 JULY 2022
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 2022
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
2022 2021
Net Asset Value ("NAV") attributable to
shareholders
- Ordinary Shares 219.41 230.31
Investments 208.89 225.87
Cash and cash equivalents 10.62 5.78
NAV per share attributable to shareholders
- Ordinary Shares 15.67 16.42
Share Price 14.80 14.90
Discount to NAV (5.55%) (9.26)%
(Loss)/earnings per share (0.75) 7.60
CHAIRMAN'S STATEMENT
After last year's excellent result with the NAV increasing
86.59% to GBP16.42, it was inevitable that markets would see a
correction, particularly in the light of the investment headwinds
that we saw in the last six months of the financial year which
included rising inflation, a correction in the bond markets and the
Ukrainian war. I am therefore pleased to report that the fall in
NAV was limited to 4.57%, with the year end NAV amounting to
GBP15.67 per share. As Harwood Capital Management (Gibraltar)
Limited LLP's (the "Investment Manager") report highlights, this
was exacerbated by a post-Covid-19 correction in biotech and
healthcare stocks.
As can be seen from the Investment Manager's report and the
descriptions attached to the top ten holdings supports, the company
holds a number of positions in companies across a wide range of
activities which position it in good stead in these rapidly
changing times. The focus on only investing in companies that have
good balance sheets, excellent prospects and experienced management
has seen us through turbulent stock market conditions in the past
and I am certain that this time will be no different.
While the Oryx International Growth Fund Limited (the "Company")
used the authority to buy back shares during the year sparingly, we
intend to renew it for a further year at the AGM to assist, if
appropriate, in the management of the discount and to enhance
shareholder value.
In line with our stated policy, the Board do not intend to pay a
dividend.
In view of the positioning of the portfolio in the market, your
Board remain confident that the strategy pursued by the Investment
Manager and the team led by Mr Christopher Mills will continue to
deliver, over the long term, favourable returns to the
shareholders.
Nigel Cayzer
Chairman
7 July 2022
INVESTMENT ADVISER'S REPORT
The Company's NAV per share shrunk by 4.57% in a disappointing
year, with the portfolio primarily hampered by a reversal in the
bond market sentiment towards the biotech and healthcare sectors,
which had driven much of the outperformance in 2021. It is
unfortunate to announce a loss of value for shareholders, though
important to note the relative positive result against the
comparable indexes which fell well over 10%.
The current market faces several challenges. The war in Ukraine
has created a socio-political European conflict not seen since
World War II. Global supply chain issues, rising inflation and
interest rates have all contributed to declines in every sector
outside of financials and mining/oil and gas related companies.
Additionally, mutual funds are facing heavy redemptions from
investors, creating forced sellers in the market that further
damage share prices.
As ever, we are grateful for the closed-ended nature of our
Company. This has allowed preservation of capital and ample
liquidity to target companies that have valuations well below their
fundamental operating strength. Many businesses in our portfolio
have gone from strength to strength in the last year and have not
been rewarded with appropriate share price appreciation. Market
timing has never been an exact science and we remain extremely
cautious in attitude towards allocating capital given the global
backdrop. That said, our deep understanding of the businesses we
own and close relationship with management teams will provide
fantastic opportunities to buy additional shares at significant
discounts to fair value. It is important to note we remain averse
to investing in companies that trade on high multiples relative to
sales or profit, focussing instead on cash flow generated per
share. Growth and technology sectors have seen investment at any
cost in recent years and we are now seeing that come back down to
earth.
The Company has rowed through stormy and tranquil seas since its
inception in 1995 and though the short-term outlook does not
contain many positives, we remain confident that our portfolio will
continue to outperform the broader market and generate positive
returns for shareholders.
Quoted equities:
The leading performers in the Company were Avingtrans Plc,
Hargreaves Services Plc, Circassia Plc and Centaur Media Plc. Most
of this strong performance was achieved through improved operations
within each business that boosted profitability through sales
growth and cost minimization. Hargreaves Services is perhaps the
outlier, with skyrocketing raw materials prices driving 'super
profits' in its German joint venture, though the other divisions
have also performed extremely well. Centaur and Avingtrans continue
to generate substantial cash flow and have generated significant
value for their shareholders, with the latter company now the
largest investment in the Company. Circassia has continued to beat
market expectations and is now profitable for the first time in its
history in the wake of expert management from the executive
team.
The primary underperformers of our significant holdings were EKF
Diagnostics, Renalytix AI, MJ Gleeson, Redcentric and Tribal Group.
EKF Diagnostics has suffered from the market not appreciating the
strength of the core business. The outperformance in 2021 was
driven by investor sentiment around its Covid-19 related products,
but the soaring share price has now been brought back down to earth
as the pandemic eases. The core business continues to deliver, with
GBP16 million of Earnings Before Interest, Taxes, Depreciation and
Amortisation ("EBITDA") anticipated this year, growing to GBP25
million by the end of 2024. The current valuation is low for a
high-quality diagnostics business and with time, we hope the market
will recognize this. Renalytix AI, the worst performing company in
the portfolio, has suffered alongside the broader biotech sell off
in the markets. The underlying business is well capitalized and has
continued to deliver a pipeline of contracts with major
institutions. Additional contracts as well as the still-awaited
grant of Medicaid/Medicare should allow this company to stand head
and shoulders above its peers, but patience from investors will be
needed. Tribal Group has faced Covid-19 headwinds and broader
market pressure on its share price, but the business is in good
shape and remains well funded.
Over the course of the year, several new positions were built in
the portfolio. Kitwave Group Plc, a United Kingdom ("UK") wholesale
distribution business, generates significant cash that it uses for
bolt-on Mergers and Acquisitions ("M&A") and an ample dividend.
Importantly, its energy costs are fixed at a much lower rate than
current prices until 2025, limiting cost inflation. Northbridge
Industrial Plc is another new investment. The company has recently
divested its non-core assets and is now focussed on the load bank
business, where it is a market leader, selling into multiple areas
including data centres. We believe the new, streamlined business
that operates in attractive growth markets will be an attractive
asset to a potential buyer. AssetCo has been created out of a cash
shell and developed into an asset management business headed by
Martin Gilbert, formerly of Aberdeen Asset Management. The company
recently announced its intentions to acquire River & Mercantile
and we await the conclusion of those negotiations. The share price
appreciation of +432% over the course of the year reflects investor
enthusiasm towards this scalable model and talented management
team.
Unquoted equities:
It was a successful year in the unquoted portfolio. Viking was
exited in January and a takeover of Antler Holdco was agreed, and
subsequently completed post the financial year-end, both at good
premiums to the March 2021 valuation. Moxico performed well as a
result of an oversubscribed placing and is expected to go public
this year at a further uplift. Tradewise had to be written off
following further disappointing trading although the loss
attributed to fiscal 2022 was modest.
Outlook:
At the year end March 2022, the global economic picture has
arguably rarely looked more uncertain. The positives of the world
gradually moving on from Covid-19 were undone as global supply
chains struggle, inflation soars, interest rates increase and worst
of all, Russia breaking its global ties by invading Ukraine.
Multiple 'Black Swan' events have rocked global equities markets
and particular damage has been inflicted on growth and technology
companies that have traded at historically high multiples. Though
the Company has not been immune to negative market forces, we have
successfully navigated the worst of the sell-off by our stated
mandate to invest in stable, cash generating businesses that can
survive negative market forces.
We are also identifying catalysts in many of our investments
which will hopefully continue to drive the net asset value upwards
even if market conditions remain difficult. Finally, the Company
has ample liquidity to invest in new opportunities as they
arrive.
Harwood Capital Management (Gibraltar) Limited
7 July 2022
TEN LARGEST HOLDINGS
As at 31 March 2022 As at 31 March 2021
Holding Cost Fair % of Holding Cost Fair % of
Units Value NAV Units Value NAV
----------------- ----------- ----------- ----------- ------ ----------- ----------- ----------- -------
Avingtrans
Plc 4,000,000 10,785,350 18,600,000 8.48% 4,000,000 10,785,350 12,960,000 5.63%
----------- ----------- ----------- ------ ----------- ----------- ----------- -------
Centaur Media
Plc 35,000,000 12,166,100 16,100,000 7.34% 25,000,000 6,647,256 9,500,000 4.12%
----------- ----------- ----------- ------ ----------- ----------- ----------- -------
EKF Diagnostics
Holdings Plc 35,362,500 4,690,119 15,276,600 6.96% 37,963,591 5,035,101 29,611,601 12.86%
----------- ----------- ----------- ------ ----------- ----------- ----------- -------
Circassia Group
Plc 40,000,000 7,715,505 14,400,000 6.56% 40,000,000 7,715,505 11,180,000 4.85%
----------- ----------- ----------- ------ ----------- ----------- ----------- -------
Hargreaves
Services Plc 2,450,000 7,912,696 13,818,000 6.30% 2,500,000 8,074,180 8,000,000 3.47%
----------- ----------- ----------- ------ ----------- ----------- ----------- -------
Curtis Banks
Group Plc 4,225,000 9,717,500 10,985,000 5.01% - - - -
----------- ----------- ----------- ------ ----------- ----------- ----------- -------
Redcentric
Plc 9,500,000 8,883,066 10,687,500 4.87% 10,000,000 9,350,596 12,500,000 5.43%
----------- ----------- ----------- ------ ----------- ----------- ----------- -------
Sureserve Group
Plc 10,000,000 3,376,149 8,100,000 3.69% 10,000,000 3,376,149 7,500,000 3.26%
----------- ----------- ----------- ------ ----------- ----------- ----------- -------
Renalytix AI
Plc 2,767,206 1,386,009 7,471,456 3.41% 2,780,000 1,392,417 25,020,000 10.86%
----------- ----------- ----------- ------ ----------- ----------- ----------- -------
Tribal Group
Plc 8,250,000 6,727,335 7,012,500 3.20% 6,750,000 4,055,781 6,952,500 3.02%
----------- ----------- ----------- ------ ----------- ----------- ----------- -------
Avingtrans Plc
Avingtrans is a buy and build strategy business that operates in
the engineering markets. The company's self-branded 'Pinpoint -
Invest - Exit' has consistently delivered high returns for
shareholders and the current portfolio contains some high value
assets which are supported by further investment in the medical and
industrial imaging space.
The company aims to exit at least one mature business next year
which will provide material uplift to the cash balance if
successful. Cash has been deployed into increasing equity share of
the medical businesses Adaptix and Magnetica, the latter of which
hopes to have Food and Drug Administration ("FDA") approval in
calendar 2023. We anticipate a spin out for the Adaptix business
onto Alternative Investment Market or National Association of
Securities Dealers Automated Quotations should market conditions
improve. The balance sheet remains well capitalized with circa
GBP18.2 million of net cash excluding International Financial
Reporting Standard ("IFRS") 16 leases.
Centaur Media Plc
Centaur Media is an international provider of business
information, training, and specialist consultancy across its Xeim
and The Lawyer business units. The company is actively engaged in
the marketing and legal sectors, offering a wide range of products
that add value to their customer base.
Over the last few years Centaur has refocused its business from
seven sectors to just two in 2021. The shift from print to digital
is largely complete, with just 2% of company revenue remaining in
the print business. This has led to improved subscriptions and
increased profitability, with a 23% EBITDA margin targeted by 2023.
The company continues to generate cash and strengthen its balance
sheet.
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 point of care tests. The business also has a
clinical laboratory division where its liquid reagents can be used
widely in analyzers found in hospital laboratories.
The company had a strong performance during the year, with sales
growing to GBP83 million from GBP65 million and Adjusted EBITDA of
GBP26.5 million. Sales will normalize in 2022 as the uplift from
pandemic related sales declines materially. The core business
continues to perform well, with GBP16 million of EBITDA anticipated
in 2022 as global healthcare systems come back online. The company
has deployed capital with the acquisition of ADL Health, a United
States ("US") Clinical Laboratory Improvement Amendments certified
laboratory as well as a new strategic partnership with Yourgene Plc
to broaden the product offering. The business is well capitalized
and has net liquidity of circa GBP17 million.
Circassia Group Plc
Circassia is a commercial-stage specialty pharmaceutical company
focused on respiratory diseases. Its gold standard core NIOX
product provides a diagnostic Fractional Exhaled Nitric-Oxide test
in asthma to international markets.
The company's management team continued to deliver on the stated
strategy of taking cost out of the business while driving sales
through its international distributor-led model. The company is now
profitable for the first time and expects to generate at least
GBP4.1 million of EBITDA in 2022, a remarkable achievement given
the group had lost GBP25 million of EBITDA as recently as 2019. The
balance sheet is robust with circa GBP13.5 million net cash and
management have expressed confidence in Circassia's ability to
outperform market expectations.
Hargreaves Services Plc
Hargreaves Services aims to deliver returns in two key asset
classes: industrials and property. 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 across the UK, which
will have a mixed-use purpose of residential, commercial property
and industrial use.
The company has had a remarkable year in 2022, with seven profit
upgrades over the course of twelve months leading to substantial
share price improvement in a difficult market. The vast proportion
of these upgrades were derived from its HRMS business, a joint
venture selling and trading raw materials in Germany. The prices of
pig iron and zinc have increased further against the backdrop of
the Russia-Ukraine conflict, but management remain extremely
cautious in profit estimates going forward given the opaque nature
of commodities pricing.
The management team recently presented the renewable opportunity
at its capital markets day and highlighted assets not yet
accommodated for in a sum-of parts valuation. The Hatfield site has
an opportunity to partner with an energy provider in developing a
windfarm, battery storage and hydrogen site. It is too early to
tell whether this will be successful (if there is enough wind for
example) but it is encouraging to see the company exploring
opportunities in lucrative areas.
Curtis Banks Group Plc
Curtis Banks Group is engaged in the provision of pension
administration services, primarily for self-invested personal
pension schemes ("SIPPs"). It is one of the largest providers in
the UK with circa GBP37.4 billion of assets under management.
The company faced Covid-19 related headwinds to core businesses
during the year but should benefit from rising interest rates. The
increased income should largely become evident in 2023 and the
company will continue to manage its cost base against rising
inflation. Recent deal activity in this sector suggests the
attractive nature of SIPP related businesses and Curtis Banks
offers an intriguing asset to an overseas buyer looking to gain
share in the UK.
Redcentric Plc
The company is a leading UK Information Technology ("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 resumed trading near historical pre-Covid-19
levels and large projects are gradually coming online with orders
significantly improved. The company has faced certain difficulties
with component shortages derived from global supply chain issues
and higher electricity costs, but strong cost management allowed
the business to deliver GBP24 million of EBITDA in line with
management expectations. The company deployed GBP9.5 million of
cash acquiring MSP Piksel Industry Solutions, a provider of IT
modernization and digital transformation services, in line with its
growth through acquisition strategy. The board reversed its
decision to sell the company and decided to scale up the business
via acquisition of asset light businesses.
Sureserve Group Plc
Sureserve Group provides Compliance and Energy services to
customers in the outsourced public and regulated services sectors
in the UK. It is the market leader in social housing gas compliance
and its markets are driven by government policy.
The company appointed a new Chief Executive Officer who has
planned two asset disposals and acquired one business, with future
M&A ambitions firmly stated. The order book has grown to GBP512
million from GBP341 million which covers 96% of anticipated 2022
sales. Cost increases have been largely mitigated by management
actions to pass through price increases to customers in 2023. The
group is targeting asset light companies that enhance both earnings
and services and has plenty of dry powder with circa GBP11.8
million of net cash.
Renalytix AI Plc
Renalytix AI was spun out of EKF Diagnostics in 2018. The
company manufactures artificial intelligence-enabled diagnostics
for kidney disease, serving patients on a global scale. The company
recently raised $26.8 million in gross equity and a convertible
bond issue to shore up the balance sheet and drive
commercialization as FDA approval and Medicaid/care coverage
continue to take time. It is important to note that no negative
information has been returned, but the approval pipeline remains
clogged in the wake of the global pandemic.
Insurance coverage continued to expand, with 22 private
insurance coverage contracts and 31 state Medicaid programs. The
company secured major contracts with the Veterans Health
Administration (0.5 - 1 million patients) and Atrium Health (7
million patients), underpinning the value placed KidneyIntelX by
the healthcare community. Cash and deposits stand at around $40
million, providing scope for additional product marketing and
commercial rollout.
Tribal Group Plc
Tribal Group is a provider of technology products and services
to the education, learning and training markets in the UK and
overseas. It is active in administrative functions in three fields:
student management services, professional services and analytics,
and quality assurance.
Trading in the group has recovered as Covid-19 gradually enters
the rear-view mirror in global economies. The Cloud and Edge
businesses were particularly strong and overall group annual
recurring revenue grew to GBP50.3 million. Generated cash flow from
operations stood at GBP15.5 million which has provided the company
with ample liquidity to develop better infrastructure to support
organic growth.
INVESTMENT SCHEDULE
as at 31 March 2022
Holding Fair Value Proportion
Units of Net Assets
LISTED INVESTMENTS GBP %
Great Britain - Equities (88.13%,
2021: 88.37%)
4Global Plc 549,450 450,549 0.21
Assetco Plc 300,000 3,960,000 1.80
Avingtrans Plc 4,000,000 18,600,000 8.48
Benchmark Holdings Plc 9,000,000 4,392,000 2.00
Bigblu Broadband Plc 6,500,000 4,680,000 2.13
Carrs Group Plc 1,100,000 1,650,000 0.75
Catalyst Media Group Plc 3,125,000 1,781,250 0.81
Centaur Media Plc 35,000,000 16,100,000 7.34
Circassia Group Plc 40,000,000 14,400,000 6.56
Curtis Banks Group Plc 4,225,000 10,985,000 5.01
Eckoh Plc 6,000,000 2,220,000 1.01
EKF Diagnostics Holdings Plc 35,362,500 15,276,600 6.96
Esken Ltd 15,000,000 1,644,000 0.76
Facilities by ADF Plc 1,000,000 680,000 0.31
Flowtech Fluidpower Plc 1,500,000 2,002,500 0.91
Fulcrum Utility Services Plc 14,250,000 1,068,750 0.49
Hargreaves Services Plc 2,450,000 13,818,000 6.30
Induction Healthcare Group Plc 4,500,000 1,710,000 0.78
Kitwave Group Plc 4,000,000 5,760,000 2.63
Maintel Holdings Plc 1,100,000 3,520,000 1.60
Mj Gleeson Plc 1,000,000 5,860,000 2.67
Nahl Group Plc 9,000,000 3,870,000 1.76
Northbridge Industrial Services
Plc 2,903,500 4,790,775 2.18
Onthemarket Plc 1,359,263 1,223,337 0.56
Pendragon Plc 6,000,000 1,686,000 0.77
Redcentric Plc 9,500,000 10,687,500 4.87
Renalytix AI Plc 2,767,206 7,471,456 3.41
Shearwater Group Plc 250,000 255,000 0.12
Silence Therapeutics Plc 189,841 2,739,475 1.25
Silver Bullet Data Services Plc 267,000 467,250 0.21
Sourcebio International Plc 2,500,000 2,750,000 1.25
Sureserve Group Plc 10,000,000 8,100,000 3.69
The Fulham Shore Plc 5,000,000 750,000 0.34
Tissue Regenix Group Plc 750,000,000 3,300,000 1.50
Totally Plc 5,115,000 1,841,400 0.84
Trellus Health Plc 5,000,000 950,000 0.43
Tribal Group Plc 8,250,000 7,012,500 3.20
Verici Dx Plc 6,214,286 1,988,571 0.91
Wandisco Plc 1,000,000 2,930,000 1.33
193,371,913 88.13
Spain - Equities (1.30%, 2021:
3.13%)
GYG Plc 9,500,000 2,850,000 1.30
--------------------------------------- ------------ ------------ ---------------
2,850,000 1.30
Bermuda Islands - Equities (1.29%,
2021: 1.48%)
Randall + Quilter Investment Holdings
Ltd 2,000,000 2,820,000 1.29
--------------------------------------- ------------ ------------ ---------------
2,820,000 1.29
USA - Equities (0.23%, 2021: 0.35%)
Spectra Systems Corp 350,000 511,000 0.23
511,000 0.23
Total listed investments 199,552,913 90.95
--------------------------------------- ------------ ------------ ---------------
UNLISTED INVESTMENTS
Great Britain - Equities (2.89%,
2021: 1.47%)
Antler Holdco Limited 5,853 4,038,570 1.84
IPT Group Limited 112,498 - -
Moxico Resources Plc 4,000,000 2,000,000 0.91
Prefcap Ltd 305,210 - -
Sinav Limited 437,033 165,962 0.08
Studio Retail Group Plc 250,000 - -
Tradewise Group of Companies Limited 1,094,528 - -
Urban Exposure Plc 2,700,000 135,000 0.06
6,339,532 2.89
Great Britain - Limited Partnership Interest
(0.00%, 2021: 0.36%)
BDB1 LLP (Rileys/Indicant) 1,258 - -
- -
USA - Equities (0.41%, 2021: 0.27%)
Jaguar Holdings Limited 665,761 910,154 0.41
910,154 0.41
USA - Debt (0.66%, 2021: 0.60%)
Jaguar Holdings Limited 665,761 1,441,076 0.66
-------------------------------------- ---------- ------------------ -------------------
1,441,076 0.66
British Virgin Islands - Equities
(0.29%, 2021: 1.35%)
Minds + Machines Group Limited 6,442,008 644,201 0.29
-------------------------------------- ---------- ------------------ -------------------
644,201 0.29
Total unlisted investments 9,334,963 4.25
-------------------------------------- ---------- ------------------ -------------------
Total investments 208,887,876 95.21
Cash 10,624,762 4.84
Net current liabilities (103,616) (0.05)
Total net assets 219,409,022 100.00
-------------------------------------- ---------- ------------------ -------------------
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 2020, as amended, and the Authorised
Closed Ended Investment Scheme Rules 2021 issued by the Guernsey
Financial Services Commission ("GFSC"). 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.
Purpose
The purpose of the Company is to generate above-market returns,
as measured against the appropriate index, over the medium and long
term through investment in small and medium size companies.
Investment Policy
The Company principally invests in small and mid-size quoted and
unquoted companies in the UK and US. 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 on
above including a description of the ten largest equity
investments. At the year end, the Company's portfolio consisted of
54 holdings (2021: 58 holdings). The top 10 holdings represented
55.81% (2021: 61.33%) 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 NAV. 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
NAV;
(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
of the relevant UK 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 NAV 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 NAV 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 and Emerging Risks and Uncertainties
The Directors confirm that they have carried out a robust
assessment of the principal and emerging 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 and emerging risks that have been identified and
the steps taken by the Board to mitigate these are as follows:
Principal risk Mitigating factor
--------------------------------------- -------------------------------------------
Investment activity and performance
--------------------------------------- -------------------------------------------
An inappropriate investment strategy The Investment Manager operates
may result in under performance in accordance with the investment
against the Company's objectives. limits and restrictions policy determined
The Board manages these risks by the Board. The Directors review
by ensuring a diversification the limits and restrictions on a
of investments. regular basis and BNP Paribas Securities
Services S.C.A., Guernsey Branch
(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 While the Directors may seek to
can occur for a variety of reasons, mitigate any discount to NAV per
including market conditions or Share through share buybacks, there
to the extent investors undervalue can be no guarantee that they will
the management activities of do so and the Directors accept no
the Investment Manager or discount responsibility for any failure of
their valuation methodology and any such strategy to effect a reduction
judgement. in any discount or premium.
Market price risk
--------------------------------------- -------------------------------------------
The fair value or future cash The Directors review and agree policies
flows of a financial instrument for managing these risks. The policies
held by the Company may fluctuate have remained substantially unchanged
because of changes in market during the year under review. The
prices. This market risk comprises Investment Manager assesses the
currency risk, interest rate exposure to market risk when making
risk and other price risk. each investment decision and monitors
the overall level of market price
risk on the investment portfolio
on an ongoing basis.
Emerging risk Mitigating factor
--------------------------------------- -------------------------------------------
Unusual Business Risks
--------------------------------------- -------------------------------------------
The Covid-19 pandemic has caused The speed with which effective SARS-Cov-2
unprecedented disruption to the vaccines
UK and world economy. Persistent have been developed and rolled out
and rising inflationary pressures, has been nothing short of impressive.
supply chain disruption, rising World economies have continued to
rates and bond yields have emerged open up, though slower than we would
and their impact is being exasperated have hoped due to the ability of
by the Russia-Ukraine conflict. the virus to mutate into strains
that can evade the immune system.
Nonetheless, the world economy is
adapting to the persistent presence
of the virus and is being helped
by the effectiveness of vaccines
to limit cases of serious illness
and death.
Fiscal and monetary policy initiatives
taken by governments and central
bankers worldwide to combat the
economic impact of the pandemic
were supporting to economic activity
and stock markets. However, persistent
supply chain disruptions and pent
up demand have resulted in greater
inflationary pressures than originally
envisaged as economies opened up.
This situation was made substantially
worse by the Russian invasion of
Ukraine and the expulsion of Russia,
a major energy and commodity producer,
from the world economic order.
The result has been high inflationary
pressures that central bankers are
beginning to combat by raising interest
rates. This has had a negative effect
of stock markets.
The Directors take comfort in the
fact that the Company's long held
strategy of having no, or minor,
borrowings and its no-dividend policy
will help it withstand short term
cash-flow pressures and not require
it to sell any material part of
its investments under these uncertain
conditions. Moreover, as stated
in the Investment Adviser's Report,
the Company's cautious investment
approach, targeting healthy and
growing businesses with solid financial
credentials and cash flows, combined
with the close relationship with
management teams should minimize
the impact of adverse market conditions.
It is hoped that this could even
provide fruitful opportunities to
buy additional shares at significant
discounts to fair value in the future.
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
Harwood Capital Management (Gibraltar) Limited (the " Investment
Manager" and the "Investment Adviser") is an authorised manager by
the Gibraltar Financial Services Commission as a small scheme
manager to manage Alternative Investment Funds under the
Alternative Investment Managers Regulations 2013.
Refer to note 4 for further details on the remuneration of the
Investment Manager and the Investment Adviser.
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, Investment Manager and Directors are
considered related parties. Please refer to note 18 of the
financial statements for further detail.
Financial Review
At 31 March 2022, the net assets of the Company were
GBP219,409,022 (2021: GBP230,311,323 ) . The NAV per Ordinary Share
was GBP15.67 (2021: GBP16.42). Details on the NAV and basic and
diluted loss/earnings per Ordinary Share are under note 14 of the
financial statements.
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 2022 (2021: 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
7 July 2022
DIRECTORS' REPORT
The Directors present their report and the financial statements
of the Company for the year ended 31 March 2022.
Share Capital
The Company's issued share capital as at 31 March 2022 consisted
of 14,000,000 (2021: 14,025,000) 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 2022 and up to the date of
approval of these financial statements the Company has not issued
any additional Ordinary Shares.
Buybacks
At the Annual General Meeting ("AGM") of the Company held in
August 2021, 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 27 August 2021). 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 NAV per Ordinary Share of that class and
assisting in controlling the discount to NAV per Ordinary Share of
that class in relation to the price at which the Ordinary Shares of
such class may be trading.
During the year ended 31 March 2022, 25,000 shares (2021:
167,125) were repurchased as follows:
Date of purchase Number of Shares purchased Price per share
------------------ --------------------------- ----------------
22 October 2021 3,250 GBP 16.38
25 October 2021 21,750 GBP 16.50
------------------ --------------------------- ----------------
Total 25,000
------------------ --------------------------- ----------------
Refer to notes 11 and 12 for more information.
Notifications of Shareholdings
As at 31 March 2022, 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 (1) 7,372,500 52.57%
------------------------- ----------------- --------------------
Harbor Advisors 1,038,738 7.40%
Between 1 April 2022 and approval date of the financial
statements, no additional notifications were received.
(1) Harwood Capital LLP as investment manager of North Atlantic
Smaller Companies Investment Trust plc ("NASCIT") made the
notification of shareholding. However the 7,372,500 shares are held
by NASCIT.
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, 2017, 2019 and 2021 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 2023 AGM documents, where the Board expect to 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 while factoring in the current economic
conditions caused by the outbreak of Covid-19, the Russian invasion
of Ukraine, inflation, rising rates and supply chain disruptions.
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. The
Directors have a reasonable expectation that the special resolution
outlined in Article 51 of the Articles of Incorporation and under
"Life of the Company" will not be passed at the AGM later in 2023.
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.
Viability Statement
At least once a year the Directors are required to carry out a
robust assessment of the principal and emerging 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 and emerging risks. The
principal and emerging risks faced by the Company are described
above.
The prospects of the Company are driven by its investment
strategy, objectives and policy as summarised on 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 and emerging 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,
including the potential impact of Covid-19, the conflict in Ukraine
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-ended 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 later in 2023.
Section 172(1) Statement
Although the Company is domiciled in Guernsey, the Board adheres
to the UK Corporate Governance Code and acknowledges its duty to
comply with section 172(1) of the UK Companies Act 2006 to act in a
way that promotes the success of the Company for the benefit of its
members as a whole, particularly having regard to the shareholders,
the service providers and the wider community and environment, as
detailed below:
Who Why we engage How we engage Outcome
------------------ ------------------ ---------------------------------------------------------- ------------------
Shareholders Shareholders The Company engages Shareholders
provide with Shareholders receive
the necessary by: relevant
capital * Publishing monthly NAV RNS announcements information
for the Company allowing them to
to pursue its make informed
purpose * Publishing the Half Yearly Report and Annual Report decisions
and strategy. about their
investments.
* Through interaction at the AGM
Service providers As an investment The Board receives The Board
Company with no formal reports receives
employees, the from its key service appropriate and
Company is providers (the timely advice and
reliant Investment Manager, guidance. The
on its service Administrator, Board's
providers to Broker and Registrar) engagement with
conduct at its quarterly its service
its business. Board meetings. providers
There is frequent enables it to
informal interaction help
with the Investment facilitate the
Manager outside effective running
of Board meetings. of the Company.
The wider The Company In making investment With every
community recognises decisions, the successful
and environment the benefits to Company, through investment comes
the greater good its Investment profit to the
that will come Adviser, identifies shareholders,
from all small and medium greater
companies sized business employment
being good social enterprises that for the community
citizens. have the potential at large, and
to grow their business growth
but lack the necessary in the innovative
funding or management small and medium
expertise. business sector
of the economy.
Such innovations
have included
advanced
and new products
in the key
healthcare
and medical
equipment
industries.
Reappointment of Auditor
RSM CI (Audit) Limited has expressed its willingness to continue
in office as auditor and a resolution to re-appoint it will be
proposed at the Company's forthcoming AGM.
Disclosure of Information to Auditors
The Directors who were members of the Board at the time of
approving this Report are listed on 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
RSM CI (Audit) Limited (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.
Dividend
The directors do not recommend the payment of a dividend for the
year (2021: GBPnil)
Financial Instruments
The financial instruments employed by the Company primarily
comprise equity and loan stock investments, although it does hold
cash and liquid instruments. Further details of the Company's risk
management objectives and policies relating to the use of financial
instruments can be found in note 16 of the financial
statements.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from its
operations for the year to 31 March 2022 (2021: none), nor does it
have responsibility for any other emissions producing sources.
For and on behalf of the Board
Nigel Cayzer
Chairman
7 July 2022
CORPORATE GOVERNANCE REPORT
Applicable Corporate Governance Codes
The Board has considered how the principles and provisions of
The UK Corporate Governance Code 2018 ("the Code") has been applied
by the Company and has reported against this Code (and the
associated FRC Guidance on Audit Committees). A copy of the Code
can be found at www.frc.org.uk.
The GFSC has 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 Chairman should not remain in post beyond nine years from
the date of their first appointment to the Board.
The Chairman of the Board has been the Chairman continuously
since the Company was founded 27 years ago. The shareholders have
given the Chairman their approval for his re-election at every
Annual General Meeting held since the Company's formation and
always with a high percentage of the shareholders voting in favour
of his re-election. Furthermore, the Directors have very high
regard for the Chairman's integrity, professionalism, and business
expertise. These considerations, combined with the excellent
performance of the Company over the past 27 years, are key in the
overwhelming support the Chairman has from shareholders and
Directors to continue in his role.
Remuneration Committee
The Board has not deemed it necessary to appoint a Remuneration
Committee as, being comprised of a majority of independent
Directors; the whole Board considers these matters on an ongoing
basis.
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 below.
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 consider the ability to place reliance on third party
service providers and reports therefrom and 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.
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 StoneX Group Inc.
(known as INTL FCStone Inc. up to 5 July 2021), 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 non-executive 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
Nomination 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.
The Culture and Values of the Board
The Board is comprised of seven male Directors from four
different nationalities and with diverse backgrounds and skill sets
in key areas including investment, business management,
accountancy, finance and law. The culture of the Board is to
discuss all matters in an open and professional manner. All members
of the Board have proven competence and a history of success in
their business ventures and careers. All are well regarded in their
communities and all acknowledge the responsibility placed on them
and the need to be ethical, professional and assertive in executing
their duties.
Directors' Appointment and Re-election
Director Date of Appointment
------------------ --------------------
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
------------------ --------------------
No Director has a service contract with the Company. Any
Director may resign in writing to the Board at any time.
In accordance with the Code, all Directors seek annual
re-election to the Board at the AGM.
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.
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 custodian
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.
Article 22(2)(e) & (f) of AIFMD requires the disclosure of
remuneration paid by the AIFM to senior management. Since the AIFM
has only one remunerated member of senior management, the directors
do not consider it appropriate to make this disclosure.
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.
2022 Annual General Meeting
The AGM will be held in Guernsey on 18 August 2022 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.
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 below 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 2022 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 2022, 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
for the year ended 31 March 2022
Board Audit Nomination Committee
Committee
-------------------- ------ ----------- ---------------------
Number of meetings
during the year 4 3 1
-------------------- ------ ----------- ---------------------
Nigel Cayzer 4 n/a 1
Sidney Cabessa 4 n/a 1
Walid Chatila 4 3 1
Rupert Evans 4 3 1
Christopher Mills 4 n/a n/a
John Grace 3 n/a -
John Radziwill 3 2 1
-------------------- ------ ----------- ---------------------
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.
Nomination 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 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 has not adopted a diversity policy in respect of age
or nationality, believing that prescriptive targets would not be
appropriate for, or in the interests of the Company and its
shareholders. Instead the Board focusses 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 and remains committed to the value and
importance of diversity in the Boardroom.
Nigel Cayzer
On behalf of the Nomination Committee
7 July 2022
AUDIT COMMITTEE REPORT
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.
Audit 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, is also invited whenever it is
appropriate. The Committee is also able to meet separately with the
external auditors 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 2022, 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 considered the risk
due to Covid-19 and the conflict in Ukraine in detail
as part of its periodic viability and risk assessments.
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 and emerging 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 RSM CI
(Audit) Limited identifying their assessment of the Key Audit
Matters, being the ownership and valuation of investments. This is
consistent with the Committee's own assessment which have been kept
under review throughout the year. The Committee assess the
effectiveness of the audit process in addressing these matters
through the reporting received from RSM CI (Audit) Limited 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 2022 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.
Independence
The Committee considers the independence of the external auditor
on an annual basis. In its assessment of the independence of the
external auditors, the Committee receives details of any
relationships between the Company and RSM CI (Audit) Limited that
may have a bearing on their independence and receives confirmation
that the external auditor is independent of the Company.
Tender and Appointment of the New Auditor
RSM CI (Audit) Limited was appointed on 25 March 2021 as the
Company's independent external auditors. RSM CI (Audit) Limited was
appointed following a competitive tender process overseen by the
Audit Committee. RSM CI (Audit) Limited has acted as auditor to the
Company for 2 year-end audits.
Non Audit Services
The external auditor and the Directors have agreed a policy for
non-audit services. All non-audit services are prohibited.
Auditor's Remuneration
The Committee approved the fees for audit services for 2021/22
after a review of the level and nature of work to be performed, and
after being satisfied by RSM CI (Audit) Limited that the fees were
appropriate for the scope of the work required. The external
auditor will be remunerated GBP58,500 for their services to be
rendered in 2021/22. This entire amount relates to the year-end
audit.
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" above.
Walid Chatila
Chairman of the Audit Committee
7 July 2022
DIRECTORS' REMUNERATION REPORT
The Directors' remuneration for the year is as follows:
Director Year Ended 31 March 2022 Year Ended 31 March 2021
GBP GBP
------------------- ------------------------- -------------------------
Nigel Cayzer 27,500 27,500
Sidney Cabessa 20,000 20,000
Walid Chatila 25,000 25,000
Rupert Evans 20,000 20,000
Christopher Mills 20,000 20,000
John Grace 20,000 20,000
John Radziwill 20,000 20,000
------------------- ------------------------- -------------------------
Remuneration Policy
The determination of the Directors' fees is a matter dealt with
by the Board. The Directors reviewed the fees paid to the Boards of
Directors of similar investment companies during 2016 and revised
the remuneration of the 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 ended 31 March 2022, the policy was for the
Chairman 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 biographies of the Directors holding office at the date of
this report are provided below.
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 2022 31 March 2021
Ordinary Shares Ordinary Shares
------------------- ----------------- -----------------
Christopher Mills 350,000 350,000
------------------- ----------------- -----------------
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 and a Director of Harwood Capital Management
(Gibraltar) Limited, the Company's Investment Manager and
Investment Adviser. Harwood Capital Management (Gibraltar) Limited
is entitled to fees as detailed in notes 4 and 6 of the financial
statements. 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.
Advisers to the Remuneration 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
7 July 2022
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.
The Companies (Guernsey) Law, 2008 (as amended) 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 (IFRS) as adopted by the UK 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 and emerging 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
7 July 2022 7 July 2022
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF ORYX INTERNATIONAL
GROWTH FUND LIMITED
Opinion
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 2022, and the statement of
comprehensive income, statement of changes in equity and statement
of cash flows for the year then ended, and notes 1 to 20 to the
financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied
in their preparation is applicable law and International Financial
Reporting Standards as adopted by the United Kingdom ('UK
IFRS').
In our opinion the financial statements of the Company:
-- give a true and fair view of the state of the Company's
affairs as at 31 March 2022 and of its loss for the year then
ended;
-- have been properly prepared in accordance with IFRS as adopted by the United Kingdom; and
-- have been prepared in accordance 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 under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in Guernsey, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Our approach to the audit
Our audit was scoped by obtaining an understanding of the
Company and its environment, including internal control, and
assessing the risks of material misstatement. Audit work to respond
to the risks of material misstatement was performed directly by the
audit engagement team.
Our consideration of the control environment
The Company has appointed BNP Paribas Securities Services
S.C.A., Guernsey Branch to provide the accounting function. The
accounting function has been delegated to BNP Paribas Securities
Services S.C.A., Jersey Branch ('BNP'). We have obtained BNP's ISAE
3402 controls assurance report for the period 1 October 2020 to 31
October 2021 which summarises the suitability of design and
implementation and operating effectiveness of controls. We have
reviewed the report and considered the controls relevant to the
accounting functions undertaken by BNP for the Company in order to
rely on controls. As the reporting date of the Company is 31 March
2022 we have obtained correspondence issued by BNP confirming that
there have not been any material changes to the internal control
environment nor any material deficiencies in the internal controls
to this date.
Key audit matters
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, the key audit matter was as follows:
Key Audit Matter How our scope addressed this
matter
Ownership and valuation of Investments
The Company's investments (see
note 10 and the investment schedule
within the Strategic Report) are
included at fair value of GBP208,887,876
(2021: GBP225,873,489). The portfolio
is made up of listed and unlisted
investments. Our procedures on the valuation
of listed investments included:
Listed investments (96% of NAV
(2021: 97%)) -- understanding the relevant
Listed investments are actively controls around listed valuation;
traded on recognised markets which
are measured at fair value based -- testing 100% of the valuations
on market prices and other prices of listed investments by agreeing
determined with reference to observable the prices directly to independent
inputs. third party sources;
Although all of the listed investments -- considering the trading history
have quoted market pricing data of listed investments to determine
available which is used to value whether they have been frequently
the investments, there is a risk traded, and values at which they
of material misstatement that have been traded to consider whether
the investments may be incorrectly the year end prices are stale.
valued due to stale prices, low
trading volumes or errors reported
in third party prices. Where investments
are not regularly traded there
is a greater risk of material Our procedures on ownership of
misstatement that the quoted price listed investments included:
is not reflective of fair value
and this should be taken into -- obtaining an understanding
consideration in management's of the relevant controls around
assessment. Valuation has a significant custody of listed investments
impact on the NAV. by reviewing the ISAE 3402 controls
assurance report of the custodian;
There is a risk that listed investments, and
a record of which is maintained
by a third party custodian, are -- agreeing the holdings to independent
not directly owned by the Company. third party confirmations provided
by the Company's custodian.
Listed investments are held by
the custodian. Ensuring that the
custodian records all the investments
correctly under the Company's
name is critical since the listed
investment portfolio represents
the principal element of the financial
statements, being the single largest
asset on the statement of financial
position.
Unlisted investments (4% of NAV
(2021: 3%))
Our procedures on the valuation
Unlisted investments are measured of unlisted listed investments
at fair value based on the International included:
Private Equity and Venture Capital
(IPEV) valuation guidelines. These -- utilising RSM valuation specialists;
valuations involve material judgements
and estimation, the primary measurement -- obtaining an understanding
techniques employed by the Directors of the Company's unlisted investments
at 31 March 2022 being earnings held at the year end, including
multiples and observable price. attendance at valuation meetings
with the investment manager and
reviewing other relevant documentation;
-- obtaining an understanding
of and challenging the key assumptions
and judgements affecting investee
company valuations, including
consideration of the appropriateness
There is a risk that unlisted of the valuation basis and sensitivities.
investments are not directly owned
by the Company. Our procedures on ownership of
unlisted investments included:
Unlisted investments represent
a variety of financial instruments, -- direct confirmation of ownership
not solely shares. Ensuring that from third party sources.
the Company records ownership
of all investments correctly is Key observations
critical. Based on the procedures, we concluded
that the ownership and valuation
of investments is appropriate.
--------------------------------------------
Our application of materiality
We define materiality as the magnitude of misstatement in the
financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning the scope of our
audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Materiality GBP3,310,000 (2021: GBP3,130,000)
Basis for determining materiality - Approximately 1.5% of the
Company's total assets (2021: 1.4%).
Rationale for the benchmark applied - The key users of the
financial statements are primarily focused on the valuation of the
Company's assets.
Performance materiality
We set performance materiality at a level lower than materiality
to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial
statements as a whole. Performance materiality was set at 75%
(2021: 75%) of materiality for the 2022 audit. In determining
performance materiality, we considered our understanding of the
entity, including our assessment of the overall control
environment.
Error reporting threshold
We agreed with the Audit Committee that we would report to them
all audit differences in excess of GBP160,000 (2021: GBP150,000),
as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We also report to the
Audit Committee on disclosure matters that we identified when
assessing the overall presentation of the financial statements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the Company's ability to
continue to adopt the going concern basis of accounting included
our review of the directors' statement in note 2(b) and their
identification of any material uncertainties to the Company's
ability to continue over a period of at least twelve months from
the date of approval of the financial statements.
We considered as part of our risk assessment the nature of the
Company, its business model and related risks including where
relevant the impact of the Covid-19 pandemic and conflict in
Ukraine, the requirements of the applicable financial reporting
framework and the system of internal control.
We evaluated the directors' assessment of the Company's ability
to continue as a going concern, including challenging the
underlying data and key assumptions used to make the assessment,
and evaluated the directors' plans for future actions in relation
to their going concern assessment.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
company's ability to continue as a going concern for a period of at
least twelve months from the date of approval of the financial
statements.
We are required to state whether we have anything material to
add or draw attention to in relation to that statement required by
Listing Rule 9.8.6R(3) and report if the statement is materially
inconsistent with our knowledge obtained in the audit. We confirm
that we have nothing to report in connection with this matter.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion
on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether there
is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the
work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in respect of these matters.
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;
-- adequate accounting records have not been kept; or
-- the financial statements are not in agreement with the accounting records and returns; or
-- we have not received all the information and explanations we require for our audit.
Corporate governance statement
The Listing Rules require us to review the directors' statement
in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the Company's
compliance with the provisions of the Listing Rule 9.8.10R(2)
specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of
the Strategic Report, Directors' Report, Audit Committee Report
and Statement of Directors' Responsibilities is materially
consistent with the financial statements or our knowledge obtained
during the audit:
-- Directors' statement with regards the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out above;
-- Directors' explanation as to its assessment of the entity's
prospects, the period this assessment covers and why they period is
appropriate set out above;
-- Directors' statement on fair, balanced and understandable set out below;
-- Board's confirmation that it has carried out a robust
assessment of the emerging and principal risks set out above;
-- The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set
out below; and;
-- The section describing the work of the audit committee set out below.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for 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 the
directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
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 an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a 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
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with ISAs (UK), we exercise
professional judgement and maintain professional scepticism
throughout the audit. We also:
Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than the one resulting
from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.
-- Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control.
-- Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related disclosures
made by the directors.
-- Conclude on the appropriateness of the directors' use of the
going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in
our auditors' report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditors' report. However, future events or
conditions may cause the Company to cease to continue as a going
concern.
-- Evaluate the overall presentation, structure and content of
the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
The extent to which the audit was considered capable of
detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and
regulations. The objectives of our audit are to obtain sufficient
appropriate audit evidence regarding compliance with laws and
regulations that have a direct effect on the determination of
material amounts and disclosures in the financial statements, to
perform audit procedures to help identify instances of
non-compliance with other laws and regulations that may have a
material effect on the financial statements, and to respond
appropriately to identified or suspected non-compliance with laws
and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to
identify and assess the risk of material misstatement of the
financial statements due to fraud, to obtain sufficient appropriate
audit evidence regarding the assessed risks of material
misstatement due to fraud through designing and implementing
appropriate responses and to respond appropriately to fraud or
suspected fraud identified during the audit.
However, it is the primary responsibility of management, with
the oversight of those charged with governance, to ensure that the
entity's operations are conducted in accordance with the provisions
of laws and regulations and for the prevention and detection of
fraud.
In identifying and assessing risks of material misstatement in
respect of irregularities, including fraud, we:
-- obtained an understanding of the nature of the industry and
sector, including the legal and regulatory frameworks that the
Company operates in and how the Company is complying with those
frameworks;
-- inquired of management, and those charged with governance,
about their own identification and assessment of the risks of
irregularities, including any known actual, suspected, or alleged
instances of fraud; and
-- discussed matters about non-compliance with laws and
regulations and how fraud might occur including assessment of how
and where the financial statements may be susceptible to fraud
having obtained an understanding of the effectiveness of the
control environment.
We also obtained an understanding of the legal and regulatory
frameworks that the Company operates in, focusing on provisions of
those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the financial
statements.
The key laws and regulations we considered in this context
included UK IFRS, the Companies (Guernsey) Law, 2008, Authorised
Closed Ended Investment Scheme Rules 2021, Listing and Disclosure
Transparency Rules and the UK Corporate Governance Code.
The audit procedures performed included:
-- a review of the financial statement disclosures and testing to supporting documentation;
-- completion of disclosure checklists to identify areas of non-compliance; and
-- review of the financial statement disclosures by a specialist
in the Listing and Disclosure Transparency Rules.
The area that we identified as being susceptible to material
misstatement due to fraud was management override of controls. The
audit procedures performed included:
-- testing the appropriateness of journal entries and other adjustments;
-- assessing whether the judgements made in determining
accounting estimates, in particular in respect of the fair value of
investments, are indicative of a potential bias; and
-- evaluation of the business rationale of any significant
transactions that are unusual or outside the normal course of
business.
Owing to the inherent limitations of an audit there is an
unavoidable risk that some material misstatement of the financial
statements may not be detected, even though the audit is properly
planned and performed in accordance with ISAs (UK). However, the
principal responsibility for ensuring that the financial statements
are free from material misstatement, whether caused by fraud or
error, rests with the directors who should not rely on the audit to
discharge those functions.
Following the recommendation of the audit committee, we were
appointed by the Board of directors on 25 March 2021 to audit the
financial statements for the year ending 31 March 2021 and
subsequent financial periods. The period of total uninterrupted
engagement is 15 months.
No non-audit services have been provided to the Company and we
remain independent of the Company in conducting our audit.
Our audit opinion is consistent with our reporting to the audit
committee we are required to provide in accordance with ISAs
(UK).
Use of our report
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.
Philip J Crosby
For & on behalf of
RSM CI (Audit) Limited
Chartered Accountants and Recognized Auditors
Guernsey, C.I.
7 July 2022
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2022
2022 2021
Notes GBP GBP
--------------------------------------------------------- ------ ------------- --------------
Income
Dividends 3 2,060,399 965,480
Net realised gains on investments 10 35,907,323 19,883,591
Unrealised (losses)/gains on revaluation of investments 10 (44,145,402) 89,365,329
Net losses on foreign currency translation (28,860) (307)
Other income - 150,113
------------------------------------------------------------- ------ ------------- --------------
Total income (6,206,540) 110,364,206
------------------------------------------------------------- ------ ------------- --------------
Expenses
Investment management and adviser's fee 4 (2,599,302) (2,041,467)
Directors' fees and expenses 5 (152,500) (152,076)
Legal and professional fees (18,684) (59,855)
Supplementary management fee 6 (420,000) (350,000)
Transaction costs (500,604) (168,647)
Administration fees 7 (170,000) (170,000)
Audit fees (59,400) (62,721)
Custodian fees 8 (30,000) (30,000)
Insurance (7,380) (6,410)
Registrar and transfer agent fees (26,119) (21,312)
Printing costs (31,899) (23,362)
Other expenses (193,825) (53,713)
------------------------------------------------------------- ------ --------------
Total expenses (4,209,713) (3,139,563)
------------------------------------------------------------- ------ ------------- --------------
Total (loss)/profit for the year before taxation (10,416,253) 107,224,643
------------------------------------------------------------- ------ ------------- --------------
Withholding tax on dividends 9 (9,748) (9,637)
Stamp duty tax 9 (64,200) -
Total (loss)/profit for the year (10,490,201) 107,215,006
------------------------------------------------------------- ------ ------------- --------------
(Loss)/earnings per Ordinary Share - basic and diluted 14 (GBP0.75) GBP7.60
------------------------------------------------------------- ------ ------------- --------------
There are no items of other comprehensive income, therefore
profit/(loss) after taxation is the total comprehensive income
attributable to shareholders.'
All items in the above statement are derived from continuing
operations.
The accompanying notes below form an integral part of these
financial statements.
STATEMENT OF FINANCIAL POSITION
as at 31 March 2022
2022 2021
Notes GBP GBP
-------------------------------------------------------------------------- ------- -------------- --------------
Non-current assets
Listed investments at fair value through profit or loss (Cost -
GBP157,707,331 (2021 - GBP130,704,265)) 199,552,913 218,222,726
Unlisted investments at fair value through profit or loss (Cost -
GBP5,268,633 (2021 - GBP5,111,911)) 9,334,963 7,650,763
--------------------------------------------------------------------------- ------- -------------- --------------
10 208,887,876 225,873,489
-------------------------------------------------------------------------- ------- -------------- --------------
Current assets
Cash and cash equivalents 10,624,762 5,783,656
Amounts due from brokers 150,753 128,447
Dividends receivable 128,600 219,500
Prepayments 2,373 16,108
--------------------------------------------------------------------------- ------- -------------- --------------
10,906,488 6,147,711
-------------------------------------------------------------------------- ------- -------------- --------------
Total assets 219,794,364 232,021,200
--------------------------------------------------------------------------- ------- -------------- --------------
Current liabilities
Other payables and accrued expenses (385,342) (378,911)
Amounts due to brokers - (1,330,966)
--------------------------------------------------------------------------- ------- -------------- --------------
(385,342) (1,709,877)
-------------------------------------------------------------------------- ------- -------------- --------------
Net assets 219,409,022 230,311,323
--------------------------------------------------------------------------- ------- -------------- --------------
Shareholders' equity
Share capital 11 49,693,283 49,705,783
Other reserves 169,715,739 180,605,540
--------------------------------------------------------------------------- ------- -------------- --------------
Total shareholders' equity 219,409,022 230,311,323
--------------------------------------------------------------------------- ------- -------------- --------------
NAV per Ordinary Share 13, 14 GBP15.67 GBP16.42
--------------------------------------------------------------------------- ------- -------------- --------------
The financial statements were approved by the Board of Directors
on 7 July 2022 and are signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
The accompanying notes below form an integral part of these
financial statements.
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2022
Capital
redemption
Share capital reserve Other reserves Total
Notes GBP GBP GBP GBP
-------------------------- ------- -------------- ------------ --------------- -------------
Balance at 1 April
2021 49,705,783 - 180,605,540 230,311,323
Total comprehensive
loss for the year - - (10,490,201) (10,490,201)
Transactions with owners,
recorded directly in
equity
Contributions, redemptions
and
distributions to shareholders:
11,
- Share repurchase 12 (12,500) - (399,600) (412,100)
-------------------------- ------- -------------- ------------ --------------- -------------
Balance at 31 March
2022 49,693,283 - 169,715,739 219,409,022
-------------------------- ------- -------------- ------------ --------------- -------------
Capital
redemption
Share capital reserve Other reserves Total
Notes GBP GBP GBP GBP
-------------------------- ------- -------------- ------------ --------------- ------------
Balance at 1 April
2020 49,789,346 1,246,500 73,836,590 124,872,436
Total comprehensive
income for the year - - 107,215,006 107,215,006
Transactions with owners,
recorded directly in
equity
Contributions, redemptions
and
distributions to shareholders:
11,
- Share repurchase 12 (83,563) (1,246,500) (446,056) (1,776,119)
-------------------------- ------- -------------- ------------ --------------- ------------
Balance at 31 March
2021 49,705,783 - 180,605,540 230,311,323
-------------------------- ------- -------------- ------------ --------------- ------------
The accompanying notes below form an integral part of these
financial statements.
STATEMENT OF CASH FLOWS
for the year ended 31 March 2022
2022 2021
Notes GBP GBP
------------------------------------------------ ------ ------------- --------------
Cash flows from Operating Activities
Total (loss)/profit for the year before
taxation (10,416,253) 107,224,643
Adjustments to reconcile total comprehensive
(loss)/income to net cash flows:
-Net realised gains on investments 10 (35,907,323) (19,883,591)
-Unrealised losses/(gains) on investments 10 44,145,402 (89,365,329)
-Net losses on foreign currency translation 28,860 307
Purchase of financial assets designated
at fair value through profit or loss(1) (69,486,653) (53,002,097)
Proceeds from sale of financial assets
designated at fair value through profit
or loss(2) 76,880,915 55,158,554
Changes in working capital
Decrease/(increase) in dividends receivable(3) 90,900 (101,000)
Decrease/(increase) in prepayments 13,735 (6,834)
Increase/(decrease) in other payables
and accrued expenses 6,431 (198,541)
Withholding tax paid on dividends 9 (9,748) (9,637)
Stamp duty tax paid 9 (64,200) -
Net cash generated/(used) from operating
activities 5,282,066 (183,525)
------------------------------------------------ ------ ------------- --------------
Cash flow from financing activities
11,
Share repurchase 12 (412,100) (1,776,119)
Net cash used from financing activities (412,100) (1,776,119)
------------------------------------------------ ------ ------------- --------------
Net increase/(decrease) in cash and
cash equivalents 4,869,966 (1,959,644)
Cash and cash equivalents at the beginning
of the year 5,783,656 7,743,607
Effect of exchange rate fluctuations
on cash and cash equivalents (28,860) (307)
Cash and cash equivalents at the end
of the year 10,624,762 5,783,656
------------------------------------------------ ------ ------------- --------------
(1) - Payables outstanding at 31 March 2022 relating to
purchases of financial assets designated at fair value through
profit amounted to GBPnil (31 March 2021: GBP1,330,966).
(2) - Receivables outstanding at 31 March 2022 relating to sales
of financial assets designated at fair value through profit
amounted to GBP150,753 (31 March 2021: GBP128,447).
(3) - For the year ended 31 March 2022, cash received from
dividends net withholding taxes was GBP2,141,551 (2021:
GBP854,843)
The accompanying notes below 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 2021.
The investment activities of the Company are managed by Harwood
Capital Management (Gibraltar) Limited (the "Investment Manager"
and the "Investment Adviser") 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
a) 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 UK. 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.
New standards, amendments and interpretations
Interest Rate Benchmark Reform - Phase 2: Amendments to IFRS 9,
IAS 39, IFRS 7, IFRS 4 and IFRS 16
The amendments to the above standards provide temporary reliefs
which address the financial reporting effects when an interbank
offered rate is replaced with an alternative nearly risk-free
interest rate. As the Company does not hold any instruments that
reference interbank offered rates, these amendments had no impact
on the financial statements.
COVID-19-Related Rent Concessions (Amendment to IFRS 16)
In May 2020, COVID-19-Related Rent Concessions were issued which
amended IFRS 16 Leases. These amendments had no impact on the
financial statements.
Standards, amendments and interpretations issued but not yet
effective
Standards that become effective in future accounting periods and
have not been adopted by the Company:
Effective for periods
beginning on or
International Financial Reporting Standards (IFRS) after
---------------------------------------------------------- ----------------------
1 January 2023
* IFRS 17 - Insurance Contracts 1 January 2023
* IAS 8 - Accounting Policies, Changes in Accounting
Estimates and Errors - amendments regarding the
definition of accounting estimates
As the Company does not participate in insurance contracts in
the normal course of its business, the Directors believe that the
application of this standard will not have an impact on the
Company's financial statements.
The new IAS 8 amendments introduce a new definition for
accounting estimates: clarifying that they are monetary amounts in
the financial statements that are subject to measurement
uncertainty. The amendments also clarify the relationship between
accounting policies and accounting estimates by specifying that a
Company develops an accounting estimate to achieve the objective
set out by an accounting policy. The definition of accounting
policies remains unchanged. The Directors believe that the
application of this amendment will not have an impact on the
Company's financial statements.
A number of amendments and interpretations to existing standards
have been issued, but are not yet effective, that are not relevant
to the Company's operations. The Directors believe that the
application of these amendments and interpretations will not impact
the Company's financial statements when they become effective.
b) 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 2022, there was a working
capital surplus of GBP10,521,146 (2021: GBP4,437,834).
-- 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. The cash position of the Company as at 31
March 2022 is GBP10,624,762 (2021: GBP5,783,656) which can
sufficiently cover annual operating expenses, investment management
and adviser's fees and finance costs amounting to GBP4,209,713 for
the year ended 31 March 2022 (2021: GBP3,139,563).
-- Investments - The Company has a tradable portfolio, as 96% of
the investments, amounting to GBP199,552,913 as at 31 March 2022
(2021: GBP218,222,726) are listed and can therefore be readily sold
for cash.
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 Annual
General Meeting ("AGM") of the Company every two years. The next
notice will be given in the 2023 AGM documents (the previous notice
was given at the 2021 AGM where the special resolution was not
passed) where the Board will recommend that shareholders vote
against resolution. The Directors, based on discussions with the
Company's most significant shareholder, have a reasonable
expectation that the special resolution outlined in Article 51 of
the Articles of Incorporation and under "Life of the Company" will
not be passed at the AGM in 2023.
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. Therefore, the Board consider it appropriate to adopt
the going concern basis in preparing the financial statements.
In making this assessment, the Board has considered the impact
of Covid-19 and the Ukraine conflict on the Company and are
confident that it remains appropriate to adopt the going concern
basis.
c) Use of estimates and judgements
The preparation of financial statements in accordance with IFRS
as adopted by the UK 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 and reassessed every year to ensure the fair
value remains appropriate.
Information about areas of critical judgements in applying
accounting policies that have the most significant effect on the
fair value of financial instruments 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 fair value of financial instruments recognised in
the financial statements are set out in notes 16 and 17.
d) Dividend income
Dividend income is recognised when the right to receive income
is established. This is the ex-dividend date for equity securities.
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 at 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 and the net asset basis. Cost (as indicator of
initial fair value) is considered appropriate for early stage
investments.
For certain of the Company's financial instruments, including
cash and cash equivalents, dividends 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", 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 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 receivable are measured
at amortised cost and reduced by any lifetime expected credit
losses.
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 (GBP) which reflects the Company's activity of investing
in predominantly Sterling securities. The Company's shares are also
issued in Pound Sterling (GBP). 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 (GBP) 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
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. 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 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 and the effect of share repurchases. 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 on an aggregated basis.
Strategic and financial management decisions are determined
centrally by the Board and, on this basis, the Company operates as
a single investment management business and no segmental reporting
is provided. Other than as disclosed in note 15, the CODM does not
consider necessary to provide further analysis for the Company.
3. Income
2022 2021
GBP GBP
Dividends 2,060,399 965,480
---------- --------
4. Investment Manager and Adviser's fee
In line with the Alternative Investment Fund Management
Agreement, dated 1 October 2019, the Investment Manager and
Investment Adviser, is entitled to an annual fee of 1.25% on the
first GBP15 million of the NAV 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 incurred for the year ended 31 March 2022 were
GBP2,559,302 (2021: GBP2,041,467) and as at the reporting date an
amount of GBP193,516 was still payable to the Investment Manager
(2021: GBP 203,266 ). This amount is included in other payables and
accrued expenses.
5. Directors' fees and expenses
Each Director is entitled to a fee of GBP20,000 per annum, the
Chairman is entitled to an additional fee of GBP7,500 and the Audit
Committee Chairman is entitled to an additional fee of GBP5,000. 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. The Directors' fees and expenses due for
the year ended 31 March 2022 are GBP152,500 (2021: GBP152,076) and
as at 31 March 2022 an amount of GBP38,125 (2021: GBP38,125) was
still payable to the Directors. This amount is included in other
payables and accrued expenses.
6. Supplementary management fee
During a meeting of the Board of Directors on 16 December 2021,
a payment of GBP420,000 (2021: GBP350,000) was recommended by the
Chairman in respect of the 2021 Supplementary management fee. This
was approved by the Board of Directors on 16 December 2021 and paid
on 14 January 2022. The Board of Directors consider the payment of
a Supplementary management fee annually based on the performance of
the Company. The recognition and subsequent payment of this fee is
at the discretion of the Board of Directors.
7. Administration fees
Administrator of the Company is appointed as secretary and
administrator and is entitled to an annual fixed fee of GBP170,000
per annum as per the revised fee schedule signed in November 2019.
The fees due for the year ended 31 March 2022 are GBP170,000 (2021:
GBP170,000) and as at the reporting date an amount of GBP42,500
(2021: GBP42,500) was still payable to the administrator. This
amount is included in other payables and accrued expenses.
8. Custodian fees
The Administrator of the Company is appointed as custodian and
is entitled to an annual safekeeping fee fixed at GBP30,000 per
annum as per the revised fee schedule signed in November 2019. The
fees due for the year ended 31 March 2022 are GBP30,000 (2021:
GBP30,000) and as at the reporting date an amount of GBP7,500 was
still payable to the custodian (2021: GBP7,500). 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 (2021: GBP1,200). The withholding
tax of GBP9,748 (2021: GBP9,637) in the Statement of Comprehensive
Income relates to overseas dividends received or receivable and is
irrecoverable. Stamp duty tax of GBP64,200 (2021: GBPnil) in the
Statement of Comprehensive Income was incurred during the
conversion of the Ordinary Shares held in Silence Therapeutics Plc
to American Depository Shares during the year and is also
irrecoverable.
10. Investments at fair value through profit or loss
2022 2021
GBP GBP
Cost at beginning of year 135,816,176 116,574,851
Additions 68,155,686 54,330,660
Disposals (76,903,221) (54,972,926)
Net realised gains on investments 35,907,323 19,883,591
------------- -------------
Cost at end of year 162,975,964 135,816,176
Net unrealised gains on investments 45,911,912 90,057,313
------------- -------------
Fair value at end of the year 208,887,876 225,873,489
------------- -------------
Representing:
2022 2021
GBP GBP
Listed Equities 199,552,913 218,222,726
Unlisted Equities and Debt 9,334,963 7,650,763
------------ ------------
208,887,876 225,873,489
------------ ------------
The net unrealised losses on revaluation of the investments
movement for the year is GBP44,145,402 (2021: net unrealised gains
of GBP89,365,329), which consists of unrealised losses worth
GBP75,880,048 (2021: GBP8,959,408) and unrealised gains worth
GBP31,734,646 (2021: GBP98,324,737).
11. Share capital
Authorised Share capital
Number of Shares GBP
Authorised:
Ordinary Shares of
50p each 90,000,000 45,000,000
----------------- -----------
Ordinary Shares - 1 April 2021 to 31 March 2022
Ordinary Shares of 50p each Number of Shares Share capital
GBP
At 1 April 2021 14,025,000 49,705,783
Share repurchase (25,000) (12,500)
At 31 March 2022 14,000,000 49,693,283
----------------- --------------
Ordinary Shares - 1 April 2020 to 31 March 2021
Ordinary Shares of 50p each Number of Shares Share capital
GBP
At 1 April 2020 14,192,125 49,789,346
Share repurchase (167,125) (83,563)
At 31 March 2021 14,025,000 49,705,783
----------------- --------------
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 2021 and 31 March 2022, the Company carried out
two share buybacks, resulting in a total reduction of 25,000 shares
for a cost of GBP412,100. These shares were subsequently cancelled.
Between 1 April 2020 and 31 March 2021, the Company carried out two
share buybacks, resulting in a total reduction of 167,125 shares
for a cost of GBP1,776,119. These shares were subsequently
cancelled.
13. Reconciliation of NAV to published NAV
2022 2021
GBP GBP per GBP GBP per
share share
Published NAV 223,906,248 15.99 235,375,735 16.78
Unrealised loss on revaluation
of investments at bid / mid-price (4,497,226) (0.32) (5,064,412) (0.36)
NAV attributable to shareholders 219,409,022 15.67 230,311,323 16.42
-------------- --------- -------------- ---------
The published monthly NAV is produced within 15 working days of
the month end and values the listed investments at mid-price. The
financial statements value listed investments at their bid
price.
14. Loss/earnings per Ordinary Share and NAV per Ordinary Share
The calculation of basic loss per Ordinary share of GBP0.75
(2021: earnings per Ordinary share of GBP7.60) is based on net loss
of GBP10,490,201 (2021: net profit of GBP107,215,006) and the
weighted average number of shares in issue during the year of
14,014,151 shares (2021: 14,109,853 shares). At 31 March 2022 there
was no difference in the diluted loss/earnings per share
calculation for the Ordinary Shares.
The calculation of NAV per Ordinary Share of GBP15.67 (2021:
GBP16.42) is based on a NAV of GBP219,409,022 (2021:
GBP230,311,323) and the number of shares in issue at the year-end
of 14,000,000 shares (2021: 14,025,000 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.
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 in the Annual Report.
The Company has no non-financial assets classified as
non-current assets. Shareholders with holdings of 5% or more are
disclosed in the Annual Report.
16. Financial risk management
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 (GBP) 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 NAV 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 2022 the currency profile of those financial assets
and liabilities was:
GBP EUR USD Total
GBP GBP GBP GBP
Investments
at fair
value
through
profit or
loss 203,631,209 - 5,256,667 208,887,876
Dividends -
receivable 128,600 - 128,600
Amounts due -
from brokers 150,753 - 150,753
Cash and -
cash
equivalents 10,622,128 2,634 10,624,762
Trade and (385,342) - - (385,342)
other
payables
Total net
foreign
currency
exposure 214,147,348 - 5,259,301 219,406,649
-------------------------------------------------- ------------------------------------------ -------------------------------------------------- --------------------------------------------------
At 31 March 2021 the currency profile of those financial assets
and liabilities was:
GBP EUR USD Total
GBP GBP GBP GBP
Investments
at fair
value
through
profit or 2,160,91
loss 222,279,949 1,432,622 8 225,873,489
Dividends -
and interest
receivable 219,500 - 219,500
Amounts due -
from brokers 128,447 - 128,447
Cash and -
cash
equivalents 5,781,143 2,513 5,783,656
Trade and (1,709,877) - - (1,709,877)
other
payables
Total net
foreign
currency
exposure 226,699,162 1,432,622 2,163,431 230,295,215
-------------------------------------------------- -------------------------------------------------- ----------------------------------------------- --------------------------------------------------
Sensitivity analysis is based on the Company's monetary foreign
currency instruments held at each balance sheet date.
31 March 2022 31 March 2021
---------- ----------------- ----------------------------------------- -----------------------------------
Currency Increase/ Impact on Impact on Impact on Impact on
(decrease) Total Comprehensive Net Assets Total Comprehensive Net Assets
in the exchange Income Income
rate
GBP GBP GBP GBP
---------- ----------------- --------------------- ------------------ --------------------- ------------
USD &
EUR vs (326,914) (326,914)
GBP 10%/(10%) (477,879)/584,074 (477,879)/584,074 / 399,561 / 399,561
---------- ----------------- --------------------- ------------------ --------------------- ------------
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 2022 on its investments was as follows:
2022 2021
GBP GBP
Financial assets at fair value through
profit or loss
-
Non-current 208,887,876 225,873,489
investments
at fair
value
through
profit or
loss
-------------------------------------------------------- ------------------------------------------------------
The following table illustrates the sensitivity of the profit
and net assets to an increase or decrease of 15% (2021:15%) 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.
2022 2021
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 (31,333,18
year 31,333,181 1) 33,881,023 (33,881,023)
-------------------------------------------------- -------------------------------------------------- ------------------------------------------------- ---------------------------------------------------
Net assets (31,333,18
31,333,181 1) 33,881,023 (33,881,023)
-------------------------------------------------- -------------------------------------------------- ------------------------------------------------- ---------------------------------------------------
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 4.25%
(2021: 3.3%) 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 2022 31 March 2021
Less Greater No Less Greater No
than than maturity Total than than maturity Total
1 1 year date 1 1 date
year year year
GBP GBP GBP GBP GBP GBP GBP GBP
Listed - - 199,552,913 199,552,913 - - 218,222,726 218,222,726
Unlisted - - 9,334,963 9,334,963 - 1,427,137 6,223,626 7,650,763
-------------------------------------------- -------------------------------------------------- ----------------------------------------------- --------------------------------------------- ------------------------------------------- --------------------------------------------- ---------------------------------------------- ---------------------------------------------
- - 208,887,876 208,887,876 - 1,427,137 224,446,352 225,873,489
-------------------------------------------- -------------------------------------------------- ----------------------------------------------- --------------------------------------------- ------------------------------------------- --------------------------------------------- ---------------------------------------------- ---------------------------------------------
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-1 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 2022 comprises:
2022 2021
Equity GBP GBP
Share 49,693,283 49,705,783
capital
Other 169,715,739 180,605,540
reserves
--------------------------------------------------- --------------------------------------------------
219,409,022 230,311,323
---------------------------------------------------------------------------------------------------- --------------------------------------------------
The Company does not have any long term debt outstanding as at
31 March 2022 and 31 March 2021.
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 NAV 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. A s 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 fair value 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
2022 Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Financial
assets at
fair value
through
profit or
loss
Listed
securities 199,552,913 - - 199,552,913
Unlisted
securities - - 9,334,963 9,334,963
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
199,552,913 - 9,334,963 208,887,876
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
31 March 2021
Financial assets at
fair value
through profit or loss
Listed securities 214,389,553 3,833,173 - 218,222,726
Unlisted securities - - 7,650,763 7,650,763
------------ ---------- ---------- ------------
214,389,553 3,833,173 7,650,763 225,873,489
------------ ---------- ---------- ------------
There were 2 listed positions which transferred from level 2 to
level 1. The transfer was considered appropriate because trading
volumes and liquidity in the market improved and therefore values
are based on quoted market prices in an active market.
The following table summarises the changes in fair value of the
Company's Level 3 investments for the year ended 31 March 2022.
2022 2021
GBP GBP
Balance at 1 April 7,650,763 8,874,788
Net realised gains on
investments 4,421,918 475,742
Unrealised
gains/(losses) on
investments 3,098,143 (127,216)
Sale of investments (12,864,339) (1,572,551)
Purchase of investments 2,108,675 -
Transfers between level
1 and level
3 4,919,803 -
Balance at 31 March 9,334,963 7,650,763
------------------------------------------- -------------------------------------------
There was 1 position which transferred from level 3 to level 1
since it became listed on the LSE during the year. There was 3
positions which transferred from level 1 to level 3 given that they
was put under administration/liquidation during the year. There
were no transfers to and from level 3 during the year ended 31
March 2021.
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 sensitivity to the earnings multiples
used at 31 March 2022 in measuring a significant investment
categorised as Level 3 in the fair value hierarchy and measured
based on comparable multiples approach.
Fair Value Sensitivity to changes
Valuation at 31 March Unobservable in significant unobservable
Method 2022 (GBP) inputs Factor inputs
-------------------- ------------- ------------- ------- -----------------------------
Earnings
Comparable (EBITDA) The estimated fair value
Company Multiples 2,351,230 multiple 6 would increase if:
- the Earnings (EBITDA)
.7x multiple was increased
-------------------- ------------- ------------- ------- -----------------------------
Fair Value Sensitivity to changes
Valuation at 31 March Unobservable in significant unobservable
Method 2021 (GBP) inputs Factor inputs
------------- -------
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 2,002,538 multiple 6x 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 2022
Valuation Method Input Sensitivity used GBP
-------------------- ------------------- --------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/- 10.0% (7.4/6.0) 186,507/(186,507)
-------------------- ------------------- --------------------- ------------------
As at 31 March 2021
Valuation Method Input Sensitivity used GBP
-------------------- ------------------- --------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/- 10.0% (6.6/5.4) 173,657/(173,657)
-------------------- ------------------- --------------------- ------------------
A sensitivity of 1.0x and 10% has been considered appropriate
given the earnings (EBITDA) multiple for comparable Company
multiples lies within this range.
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 Manager and Investment Adviser are considered to
be related parties. The fees paid are included in the Statement of
Comprehensive Income and further detailed in notes 4 and 6.
The Directors are also considered related parties and their
total fees during the year ended 31 March 2022 amounted to
GBP152,500 (2021: GBP152,076). At 31 March 2022, GBP38,125 (2021:
GBP38,125) included in other accruals and payables was payable to
the Directors. Please refer to note 5 for further details.
Christopher Mills is a Director and shareholder of the Company.
He is also a Director of 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 the Company as detailed above and note
19 of the Annual Report.
Rupert Evans is a consultant to the law firm Mourant Ozannes,
the legal adviser to the Company. The Company did not receive any
legal services from Mourant Ozannes during the year, nor did it
receive any services in the prior year.
On 29 October 2021, the Company entered into an agreement for a
short-term, unsecured and interest-free loan from Harwood Holdco in
order to finance new investments. The facility amounted to GBP
3,500,000 and were all repaid on 15 November 2021.
Sidney Cabessa is a Director of Harwood Capital Management
Limited, the parent Company of the Investment Adviser and
Investment Manager. No fees were paid or are payable to Harwood
Capital Management Limited.
19. Majority Shareholder
NASCIT holds 52.57% of the Ordinary shares of the Company.
20. 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 2022.
ALTERNATIVE PERFORMANCE MEASURES
NAV per Ordinary Share
NAV per Ordinary Share means an amount equal to, as at the
relevant date, the NAV attributable to Ordinary Shares divided by
the number of Ordinary Shares in issue as at such date.
Reason for use
Common industry performance benchmark for calculating the Total
Return and Share Price (Discount)/Premium to NAV per Ordinary Share
.
Recalculation
NAV per Ordinary Share is calculated as follows:
31 March 2022 31 March 2021
------------------------------------ --------------- ---------------
Net Assets as per Statement of GBP219,409,022 GBP230,311,323
Financial Position
Number of Ordinary Shares in issue
at year 14,000,000 14,025,000
------------------------------------ --------------- ---------------
NAV per Ordinary Share GBP15.67 GBP16.42
------------------------------------ --------------- ---------------
Share Price Discount to NAV per Ordinary Share
Closing price as at such date as published on the London Stock
Exchange divided by the NAV per Ordinary Share.
Reason for use
Common industry measure to understand the price of the Company's
shares relative to its net asset valuation.
Recalculation
31 March 2022 31 March 2021
----------------------------------------- -------------- --------------
Closing price as at 31 March as
published on the London Stock Exchange GBP14.80 GBP14.90
NAV per Ordinary Share GBP15.67 GBP16.42
----------------------------------------- -------------- --------------
Share Price Discount (5.55)% (9.26)%
----------------------------------------- -------------- --------------
COMPANY INFORMATION
Registered Office
BNP Paribas House,
St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Investment Manager and Investment Adviser
Harwood Capital Management (Gibraltar) Limited LLP
Suite 827 Europort, Europort Road, Gibraltar
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
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
RSM CI (Audit) Limited
P.O. Box 179, 40 Esplanade
St Helier, Jersey, JE4 9RJ
Legal Advisers
To the Company as to Guernsey law:
Mourant Ozannes
Royal Chambers, St. Julian's Avenue, St Peter Port,
Guernsey, Channel Islands, GY1 4HP
To the Company as to English law:
Bircham Dyson Bell
One Bartholomew CI
London, EC1A 7BL
Website
www.oryxinternationalgrowthfund.co.uk
Enquiries:
Colin Eastburn-Mallory
BNP Paribas Securities Services S.C.A., Guernsey Branch
Tel: +44 (0) 1481 750 859
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.
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