THE PROSPECT JAPAN FUND LIMITED
HALF YEARLY FINANCIAL REPORT
The financial information set out in this announcement does not
constitute the Company’s statutory financial statements for the
period ended 30 June, 2016. All
figures are based on the 30 June,
2016 unaudited condensed financial statements, approved by
the Board of Directors on 18 August,
2016.
The Company’s unaudited condensed financial statements will
shortly be available on the UK Listing Authority's National Storage
Mechanism, which is located at
http://www.morningstar.co.uk/uk/NSM.
CHAIRMAN’S REPORT
for the period from 1 January,
2016 to 30 June, 2016
Financial Results
The Prospect Japan Fund Limited (the “Company”) results for the
first half of 2016 show total comprehensive income of US$1.9 million compared with a loss of
US$15.9 million for the comparable
period in 2015. There has been a slight increase in NAV per share
from US cents 135.53 at 31 December 2015 to US cents 137.64 at 30 June,
2016.
Investment Performance
Your Company underperformed over the period with a gain of 0.7%
(based on published NAV) as against the MSCI Japan Small Cap Index
(Total Return) for the six months of 2.1%
After the strong performance of the stock market in 2015, this
year has so far been disappointing. The Tokyo First Section has
fallen 19.5% to the end of June in local currency terms. Two
significant sectors, banks and autos, have both performed very
poorly due to the introduction of negative interest rates and the
strength of the yen.
The Bank of Japan surprised
markets with a move to a Negative Interest Rate Policy (“NIRP”) at
the end of January and it was applied from 16 February. It has had
a number of consequences including the poor performance of bank
shares and yields on 10-year government bonds have turned
negative.
The labour market remains tight although wages and wage
increases generally remain on the low side particularly in the auto
and banking sectors where the unions held back partly because of
NIRP.
The numbers of foreign visitors continue to rise at a pace
easily achieving the Government targets which will be significant
for the Tokyo Olympics in 2020.
A further factor which is positive for Japan is the continued improvement in
corporate governance.
The strengthening yen is taking its toll on the Japanese
Economy. Prime Minister Abe has postponed the scheduled rise in the
consumption tax from April 2017 to
October 2019. Given the slowdown in
the world economies and the need for growth, a further US$45 billion fiscal stimulus package has
recently been announced.
Apart from global risks, the outlook remains uncertain and
questions remain with the Bank of Japan needing to boost growth and lift
inflation towards its 2 per cent target or indeed raise inflation
expectations. The move to negative interest rates has done nothing
to arrest the decline in consumer prices.
However, your Board supports the strategy of the Manager with
its objective of capital growth and a wide ranging investment
policy seeking to discover undervalued and special situations.
John
Hawkins
Chairman
18 August,
2016
INVESTMENT ADVISOR'S REPORT
for the period from 1 January,
2016 to 30 June, 2016
Market Performance (%), US$ NAV
|
YTD
2016
30.06.16 |
1
Year |
3
Year |
5
Year |
THE
PROSPECT JAPAN FUND LIMITED |
1.6%/0.7%* |
12.2% |
20.0% |
50.0% |
MSCI
Japan Small Cap Index |
2.6% |
3.6% |
32.0% |
48.7% |
The Prospect Japan Fund Limited
inception date is 20 December 1994.
The above performance of the Fund is net of fees and expenses and
includes reinvestment of dividends and capital gains. (Source:
Prospect Asset Management, Inc.) Although the Company is not
managed to a benchmark, it measures its performance against the
MSCI Japan Small Cap Index (Total Return) for comparison purposes
only. The MSCI Developed Markets Small Cap Indices offer an
exhaustive representation of this size segment by targeting
companies that are in the Investable Market Index but not in the
Standard Index in a particular developed market. The indices
include Value and Growth style indices and industry indices based
on the Global Industry Classification Standard (GICS®). (Source:
Bloomberg)
*Refers to
performance based on published NAV
Investment Manager’s Summary
The Prospect Japan Fund Limited’s (the “Company”) published NAV
underperformed during H1 2016, gaining 0.7% during the period
ending 30 June, 2016 vs the MSCI
Japan Small Cap Index’s 2.6% total return (the performance based on
valuations produced in accordance with International Financial
Reporting Standards (“IFRS”) increased by 1.6%). The broader
Japanese market performed weakly, with the Nikkei 225 index
reaching lows last seen in 2013.
Global equities entered 2016 with a risk-off period, dragged
down by massive selling in China.
Key oil gauges dropped to 12-year lows amidst an ongoing supply
glut, and the cloud of the Chinese economic slowdown drove Yen
strength. Japanese markets experienced the worst start to a year on
record, with six consecutive days of trading losses reversing most
of the gains seen in CY 2015. Toward the end of the half, global
currency and equity markets were shaken when the United Kingdom referendum on European Union
membership ended with an unexpected victory for “Leave”. The Yen
briefly strengthened past 100
Yen/dollar following the 23 June result, and 10-year JGB
yields reached a record low of -0.245%. Japanese equity markets
experienced their worst one day fall since the immediate aftermath
of the March 2011 earthquake.
Domestically, markets were plagued by political and monetary
missteps, including the resignation of Economic Minister
Akira Amari over bribery allegations
and the Bank of Japan (“BoJ”)
surprising the market by adopting a negative interest rate policy
in late January, while foregoing changes to its asset purchase
program. The new paradigm, entitled “Quantitative & Qualitative
Monetary Easing with a Negative Interest Rate” aims to mirror the
multi-tier system in place at the Swiss National Bank, in which the
negative rate is applied to a portion of a financial institution’s
current account balance. The reaction in the market was swift, with
the Yen gaining strongly, bond yields falling to record levels, and
shares of financials falling precipitously.
Quantitative & Qualitative Monetary Easing With a Negative
Interest Rate
Tier |
Description |
Interest
Rate Applied |
Basic Balance |
Existing balances with
Bank of Japan |
+0.1% |
Macro Add-on
Balance |
Required reserves and
reserves related to BoJ Lending support programs |
0.0% |
Policy-Rate
Balance |
Reserves in excess of
above tiers |
-0.1% |
Realignment of the regional bank space continued with an
announcement that Fukuoka Financial Group (8354) will absorb
Eighteenth Bank (8396). The consolidation is planned for completion
by April 2017, after which Eighteenth
Bank will merge with Fukuoka FG’s subsidiary, Shinwa Bank, by
April 2018. The combined entity will
have about 70% share of the Nagasaki
Prefecture loans market and 50% of deposits. Additionally,
Chiba Bank (8331; Chiba Prefecture) and Musashino Bank (8836;
Saitama Prefecture) announced
their intention to enter into a comprehensive partnership. While
the banks will stop short of a merger, the partnership will include
integration of back office operations, increased
cross-shareholdings and joint marketing of financial productions,
as well as an agreement to forego opening new branches in each
other’s territory.
During the half, the Company received shareholder approval of
the Exercise Agreement for the Prospect Co. (3528) stock
acquisition rights (“SARs”), valued at cost of ¥270 million
(US$2.242 million). At the end of the
half, the Company had successfully completed converting 90 of the
1,440 SARs it holds. 90 SARs is the equivalent of 9 million shares
of Prospect Co.
Holdings providing outsized contribution to positive performance
during the period included Fukushima
Bank (8562), Shaklee Global Group (8205) and Maruhachi
Warehouse (9313). Fukushima Bank, a
regional bank in Fukushima prefecture, fell sharply in February
along with other financial shares due to the implementation of the
BoJ’s negative interest rate policy, but rallied strongly in April
and June following technical adjustments by the BoJ that increased
the proportion of current account funds that will be considered
part of the “macro add-on balance” not subject to the negative
policy rate. Shaklee Global Group, a seller of nutrition and
personal care products, gained on low volume towards period end,
despite weak FY results. The Company reported lower revenue and
profits due to reduced sales and profits in Asia and a move to operating loss in
the United States. Maruhachi
Warehouse, a warehousing and logistics company, gained strongly
towards period end, following efforts to improve liquidity via a
2-for-1 reverse stock split and lowering of trading lots to 100
from 1,000 shares.
Weakness during the period came from holdings in Tri-Stage Inc
(2178) and Yasuda Logistics Corporation (9324). Tri-Stage (2178), a
marketing consultant service provider has retreated from its
six-year highs last seen in December
2015. Shares have started to recover towards the end of the
period, following strong FY 2016 results and better than expected
Q1 2016 results. Yasuda Logistics, a logistics and real estate
leasing company, underperformed following YoY declines in profits
owing to increased operating and personnel expenses and lower real
estate leasing revenue due to a redevelopment project. The Company
maintains ¥15.6 billion in unrealized gains on its rental real
estate holdings, more than 80% of its period end market cap.
The Company raised its holding in Fukushima Bank (8562) during the period from
4.4% of assets to 19.3%. The bank is similar in size and valuation
to Daito Bank (8563), with no large
institutional shareholders and is seen as a potential beneficiary
of ongoing regional bank consolidation. Fukushima prefecture is
particularly attractive, in light of the positive impact of
recovery efforts and victim compensation. Residential land price
increases led the nation in 2015, and employment growth has been
stronger than the national average. Fukushima prefecture
manufactured goods output growth strongly outpaced the national
rate over the last few years, nearly regaining the share of total
national output seen in 2010, despite a nearly 6% population
decline.
In March 2016, the Tokyo High
Court announced its decision on the appeal involving the Toho
(9602) TOB of Toho Real Estate. The High Court ruled that the
tender offer price amounted to fair value and has therefore
eliminated the award of ¥100 per share decided by The Tokyo District Court. The Company summarily
submitted an appeal of the High court decision to the Supreme
Court, which accepted the request for appeal in June 2016 (please refer to note 14 for further
information).
The Company is currently engaged in an appraisal rights
petition, challenging the fairness of the JPY 245 per share squeeze out price of Yukiguni
Maitake (1378), a manufacturer and seller of fresh mushrooms and
bean sprouts, by Bain Capital. A decision is expected around
mid-October 2016.
The Ministry of Land, Infrastructure, Transport and Tourism
(MLIT) published its 2016 land price data, reporting a 0.1% YoY
gain in land prices nationwide (all types), marking the first gain
since 2008.
Principal Risks and Uncertainties
Japan remains vulnerable to
slowdown in the global economy and geopolitical turmoil,
particularly in major trading partners, as well as by volatile
swings in currency exchange rates and interest environment due to
domestic and overseas monetary policy.
While the Abe administration and BoJ remain poised to provide
additional stimulus as needed, inflation expectations remain muted,
and CPI turned negative with the largest monthly decline since 2013
recorded during the period.
While the delay of the consumption tax increase is positive, the
Abe administration’s success rollout of stimulus spending and
regulatory reform remain necessary catalysts for long-term economic
growth. Fundamentals on the corporate level remain strong, and
while tangible effects of corporate governance reforms are
negligible, a widespread and ingrained refocusing on investor
return should be a long-term positive.
The principal risks facing the Company which include market and
financial risk and portfolio management and performance risk are
considered in detail, along with the risks relating to a vote to
wind up the Company, on pages 12 and 13 of the Company’s Annual
Report and Audited Financial Statements for the year ended
31 December 2015 which is available
on the Company’s website www.prospectjapanfund.com. The Directors
do not consider that these risks and uncertainties have materially
changed during the period ended 30 June,
2016 nor will they materially change for the remaining six
months of the financial period.
The Prospect Japan Fund Limited
Top 10 Holdings
30 June, 2016
Symbol |
Security |
% of
Total Assets |
8563 |
DAITO BANK
LTD/THE |
25.45 |
8562 |
FUKUSHIMA BANK
LTD/THE |
19.26 |
8205 |
SHAKLEE GLOBAL GROUP
INC |
10.54 |
2178 |
TRI-STAGE INC |
8.15 |
9313 |
MARUHACHI WAREHOUSE CO
LTD |
7.89 |
3001 |
KATAKURA INDUSTRIES CO
LTD |
5.08 |
8521 |
NAGANO BANK
LTD/THE |
4.85 |
1921 |
TOMOE CORP |
4.34 |
3528 |
PROSPECT CO LTD |
4.29 |
7404 |
SHOWA AIRCRAFT
INDUSTRY CO LTD |
2.57 |
The Prospect Japan Fund Limited
Sector Weighting**
30 June, 2016
Banks |
50.76 |
Retail |
10.54 |
Storage/Warehousing |
9.88 |
Real Estate |
9.37 |
Advertising |
8.15 |
Engineering &
Construction |
4.34 |
Machinery-Diversified |
2.57 |
Diversified Financial
Services |
0.02 |
Transportation |
0.02 |
REITs |
0.00 |
|
|
Total** |
95.65 |
No of Positions |
16 |
**Percentage weightings are Prospect
Asset Management, Inc.'s internal calculations and have not been
reconciled by the administrator. Results of calculations as
presented may not be exact due to rounding and precision of stored
values.
Prospect Asset Management, Inc.
18 August,
2016
PORTFOLIO OF INVESTMENTS
as at 30 June, 2016
Number
of |
|
|
|
Fair
Value |
|
Percentage of |
Securities |
|
Investments |
|
in
U.S. Dollars |
Net Asset Value |
|
|
Listed
investments |
|
|
|
|
|
|
Advertising |
|
|
|
|
614,300 |
|
Tri-stage Inc |
|
10,365,434 |
|
8.15 |
|
|
|
|
10,365,434 |
|
8.15 |
|
|
|
|
|
|
|
|
|
Banks |
|
|
|
|
19,428,000 |
|
The Daito Bank |
|
32,346,895 |
|
25.45 |
29,234,000 |
|
Fukushima Bank
Ltd |
|
24,479,081 |
|
19.26 |
3,316,000 |
|
The Nagano Bank
Ltd |
|
6,166,749 |
|
4.85 |
1,136,000 |
|
The Tohoku Bank
Ltd |
|
1,526,391 |
|
1.20 |
|
|
|
|
64,519,116 |
|
50.76 |
|
|
|
|
|
|
|
|
|
Engineering and
Construction |
|
|
|
|
1,763,900 |
|
Tomoe Corp |
|
5,512,993 |
|
4.34 |
|
|
|
|
5,512,993 |
|
4.34 |
|
|
|
|
|
|
|
|
|
Machinery |
|
|
|
|
373,800 |
|
Showa Aircraft
Industry Co Ltd |
|
3,268,316 |
|
2.57 |
|
|
|
|
3,268,316 |
|
2.57 |
|
|
|
|
|
|
|
|
|
Real
Estate |
|
|
|
|
589,600 |
|
Katakura Industries Co
Ltd |
|
6,458,303 |
|
5.08 |
6,706,000 |
|
Prospect Co Ltd+ |
|
2,807,634 |
|
2.22 |
|
|
|
|
9,265,937 |
|
7.30 |
|
|
|
|
|
|
|
|
|
Retail |
|
|
|
|
999,000 |
|
Shaklee Global Group
Inc |
|
13,403,651 |
|
10.54 |
|
|
|
|
13,403,651 |
|
10.54 |
|
|
|
|
|
|
|
|
|
REITs |
|
|
|
|
7,898,895 |
|
Prospect Epicure JORD
GBP# |
|
- |
|
- |
|
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
|
Storage/warehousing |
|
|
|
|
1,296,100 |
|
Maruhachi Warehouse Co
Ltd |
|
10,032,613 |
|
7.89 |
425,400 |
|
Yasuda Logistics |
|
2,530,738 |
|
1.99 |
|
|
|
|
12,563,351 |
|
9.88 |
|
|
|
|
|
|
|
|
|
Transportation |
|
|
|
|
5,000 |
|
Daiwa Motor
Transportation Co Ltd |
|
22,394 |
|
0.02 |
|
|
|
|
22,394 |
|
0.02 |
|
|
|
|
|
|
|
|
|
Total listed
investments |
|
118,921,192 |
|
93.56 |
|
|
|
|
|
|
|
|
|
Unlisted
investments |
|
|
|
|
|
|
Corporate
bond |
|
|
|
|
315,700,000 |
|
Takefuji
Corp# |
|
28,017 |
|
0.02 |
|
|
|
|
28,017 |
|
0.02 |
|
|
|
|
|
|
|
|
|
Real
Estate |
|
|
|
|
1,350 |
|
Prospect Co Ltd Stock
Acquisition Rights+ |
|
2,628,889 |
|
2.07 |
|
|
|
|
2,628,889 |
|
2.07 |
|
|
|
|
|
|
|
|
|
Total unlisted
investments |
|
2,656,906 |
|
2.09 |
|
|
|
|
|
|
|
|
|
Total
investments |
|
121,578,098 |
|
95.65 |
|
|
Net current
assets |
|
5,531,691 |
|
4.35 |
|
|
NET ASSETS |
|
127,109,789 |
|
100.00 |
# Currently in liquidation.
+ Prospect Co Ltd is classed as a related party as it is the
parent company of the Company’s manager, PAM(CI).
RESPONSIBILITY STATEMENT
for the period from 1 January,
2016 to 30 June, 2016
We confirm that to the best of our knowledge:
(a) the
Interim Unaudited Condensed Financial Statements have been prepared
in accordance with IAS 34 - Interim Financial Reporting as adopted
in the European Union;
(b)
the Chairman’s Report, Investment Advisor’s Report and Notes to the
Unaudited Condensed Financial Statements include:
· a fair review of the information required by
DTR 4.2.7R (indication of important events during the first six
months and description of principal risks and uncertainties for the
remaining six months of the year); and
· a fair review of the information required by
DTR 4.2.8R (disclosure of related parties’ transactions and changes
therein).
By order of the Board,
John Hawkins
Director
Richard Battey
Director
18 August, 2016
INDEPENDENT INTERIM REVIEW REPORT TO THE PROSPECT JAPAN FUND LIMITED
Introduction
We have been engaged by the Company to review the Unaudited
Condensed Financial Statements in the half-yearly Financial Report
for the six months ended 30 June,
2016 which comprise the Unaudited Condensed Statement of
Comprehensive Income, the Unaudited Condensed Statement of
Financial Position, the Unaudited Condensed Statement of Changes in
Equity, the Unaudited Condensed Statement of Cash Flows and the
related notes 1 to 16. We have read the other information contained
in the half-yearly Financial Report and considered whether it
contains any apparent misstatements or material inconsistencies
with the information in the Unaudited Condensed Financial
Statements.
This report is made solely to the Company in accordance with
guidance contained in International Standards on Review Engagements
2410 (UK and Ireland) "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" issued by the Auditing Practices Board. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company, for our work, for
this report, or for the conclusions we have formed.
Directors' Responsibilities
The half-yearly Financial Report is the responsibility of, and
has been approved by, the Directors. The Directors are responsible
for preparing the half-yearly Financial Report in accordance with
the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct
Authority.
As disclosed in note 1, the Annual Financial Statements of the
Company are prepared in accordance with International Financial
Reporting Standards as adopted by the European Union. The Unaudited
Condensed Financial Statements included in this half-yearly
Financial Report have been prepared in accordance with
International Accounting Standard 34, "Interim Financial
Reporting", as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on
the Unaudited Condensed Financial Statements in the half-yearly
Financial Report based on our review.
Scope of Review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity"
issued by the Auditing Practices Board for use in the United Kingdom. A review of Interim Financial
Information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing (UK and Ireland) and consequently does not enable us
to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the Unaudited Condensed Financial
Statements in the half-yearly Financial Report for the six months
ended 30 June, 2016 are not prepared,
in all material respects, in accordance with International
Accounting Standard 34 as adopted by the European Union and the
Disclosure and Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Ernst & Young LLP
Guernsey
18 August, 2016
The Financial Statements are
published on websites maintained by the Investment Advisor.
The maintenance and integrity of
these websites are the responsibility of the Investment Advisor;
the work carried out by the Auditors does not involve consideration
of these matters and, accordingly, the Auditors accept no
responsibility for any changes that may have occurred to the
Financial Statements since they were initially presented on the
website.
Legislation in Guernsey governing the preparation and
dissemination of Financial Statements may differ from legislation
in other jurisdictions.
UNAUDITED CONDENSED STATEMENT OF
COMPREHENSIVE INCOME
for the period from 1 January,
2016 to 30 June, 2016
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
01.01.2016 to |
01.01.2016 to |
01.01.2016 to |
01.01.2015 to |
01.01.2015 to |
01.01.2015 to |
|
|
30.06.2016 |
30.06.2016 |
30.06.2016 |
30.06.2015 |
30.06.2015 |
30.06.2015 |
Notes |
In
U.S. Dollars |
In
U.S. Dollars |
In
U.S. Dollars |
In
U.S. Dollars |
In
U.S. Dollars |
In
U.S. Dollars |
|
Investment income |
1,731,104 |
- |
1,731,104 |
1,274,158 |
- |
1,274,158 |
|
Interest income |
- |
- |
- |
299 |
- |
299 |
|
Foreign exchange
movements |
(204,576) |
1,071,626 |
867,050 |
378,772 |
(335,379) |
43,393 |
|
Gain/(loss) on
financial assets |
|
|
|
|
|
|
|
at fair value through
profit or loss |
- |
1,341,225 |
1,341,225 |
- |
(15,398,127) |
(15,398,127) |
|
Total
income/(loss) |
1,526,528 |
2,412,851 |
3,939,379 |
1,653,229 |
(15,733,506) |
(14,080,277) |
|
|
|
|
|
|
|
|
4 |
Management fee |
(915,258) |
- |
(915,258) |
(851,576) |
- |
(851,576) |
5 |
Other expenses |
(702,409) |
- |
(702,409) |
(445,308) |
- |
(445,308) |
|
Transaction costs |
- |
(146,087) |
(146,087) |
- |
(135,870) |
(135,870) |
|
Total
expenses |
(1,617,667) |
(146,087) |
(1,763,754) |
(1,296,884) |
(135,870) |
(1,432,754) |
|
|
|
|
|
|
|
|
|
Gain/(loss) for the
period before tax |
(91,139) |
2,266,764 |
2,175,625 |
356,345 |
(15,869,376) |
(15,513,031) |
3 |
Withholding tax |
(265,119) |
- |
(265,119) |
(434,415) |
- |
(434,415) |
|
Gain/(loss) for the
period after tax |
(356,258) |
2,266,764 |
1,910,506 |
(78,070) |
(15,869,376) |
(15,947,446) |
|
|
|
|
|
|
|
|
|
Total
comprehensive |
|
|
|
|
|
|
|
Income/(loss) for the
period |
(356,258) |
2,266,764 |
1,910,506 |
(78,070) |
(15,869,376) |
(15,947,446) |
|
|
|
|
|
|
|
|
2 |
Gain/(loss) per
Ordinary Share - |
|
|
|
|
|
|
|
Basic & Diluted
(in cents) |
(0.39) |
2.45 |
2.06 |
(0.08) |
(17.16) |
(17.24) |
The “Total” column of this statement represents the Company’s
Statement of Comprehensive Income, prepared in accordance with
IFRS. The supplementary ‘Revenue’ and ‘Capital’ columns are both
prepared under guidance published by the Association of Investment
Companies. There was no comprehensive income other than the
gain/(loss) for the period.
All items in the above statement derive from continuing
operations.
The notes form an integral part of the Unaudited Condensed
Financial Statements.
UNAUDITED CONDENSED STATEMENT OF
FINANCIAL POSITION
as at 30 June, 2016
|
|
|
30.06.2016 |
|
31.12.2015 |
Notes |
|
|
In U.S. Dollars |
|
In U.S. Dollars |
|
|
|
(Unaudited) |
|
(Audited) |
|
Non-current
assets |
|
|
|
|
6 |
Financial assets at
fair value through profit or loss |
|
121,578,098 |
|
106,417,543 |
|
|
|
|
|
|
|
Current
assets |
|
|
|
|
8 |
Receivables |
|
95,707 |
|
399,051 |
|
Cash and cash
equivalents |
|
6,229,913 |
|
19,009,538 |
|
Total current
assets |
|
6,325,620 |
|
19,408,589 |
|
Current
liabilities |
|
|
|
|
9 |
Payables |
|
793,929 |
|
529,153 |
|
Net current
assets |
|
5,531,691 |
|
18,879,436 |
|
Net assets |
|
127,109,789 |
|
125,296,979 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
10 |
Share capital |
|
92,352 |
|
92,452 |
10 |
Redemption
reserve |
|
85,435,381 |
|
85,533,077 |
10 |
Capital redemption
reserve |
|
323,157 |
|
323,057 |
|
Other reserves |
|
41,258,899 |
|
39,348,393 |
|
Total
equity |
|
127,109,789 |
|
125,296,979 |
|
|
|
|
|
|
|
Ordinary Shares in
issue |
|
92,352,602 |
|
92,452,602 |
|
|
|
|
|
|
2 |
Net Asset Value per
Ordinary Share (in cents) |
|
137.64 |
|
135.53 |
The Financial Statements were approved by the Board of Directors
on 18 August, 2016 and signed on its
behalf by:
John Hawkins
Director
Richard Battey
Director
The notes form an integral part of the Unaudited Condensed
Financial Statements.
UNAUDITED CONDENSED STATEMENT OF
CHANGES IN EQUITY
for the period from 1 January,
2016 to 30 June, 2016
|
|
|
Capital |
|
|
Capital |
Capital |
Capital Reserve/ |
|
|
|
Share
Capital |
Redemption |
Redemption |
Revenue |
Reserve/ |
Reserve/ |
Exchange |
|
|
|
Account |
Reserve |
Reserve |
Reserve |
Realised |
Unrealised |
Differences |
Total |
|
|
In U.S. Dollars |
In U.S. Dollars |
In
U.S. Dollars |
In U.S. Dollars |
In U.S. Dollars |
In U.S. Dollars |
In U.S. Dollars |
In U.S. Dollars |
Balances at 1 January, 2016 |
92,452 |
323,057 |
85,533,077 |
(16,365,019) |
67,395,805 |
(6,825,610) |
(4,856,783) |
125,296,979 |
Total
comprehensive (loss)/income |
|
|
|
|
|
|
|
for the
period |
|
|
|
|
|
|
|
|
(Loss)/gain for the period after tax |
- |
- |
- |
(356,258) |
(3,025,661) |
4,220,799 |
1,071,626 |
1,910,506 |
Capital
activities |
|
|
|
|
|
|
|
|
Repurchase
of shares |
(100) |
100 |
(97,696) |
- |
- |
- |
- |
(97,696) |
Balances at 30 June, 2016 |
92,352 |
323,157 |
85,435,381 |
(16,721,277) |
64,370,144 |
(2,604,811) |
(3,785,157) |
127,109,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
Capital |
Capital |
Capital Reserve/ |
|
|
|
Share
Capital |
Redemption |
Redemption |
Revenue |
Reserve/ |
Reserve/ |
Exchange |
|
|
|
Account |
Reserve |
Reserve |
Reserve |
Realised |
Unrealised |
Differences |
Total |
|
|
In U.S. Dollars |
In U.S. Dollars |
In U.S. Dollars |
In U.S. Dollars |
In U.S. Dollars |
In U.S. Dollars |
In U.S. Dollars |
In U.S. Dollars |
Balances at 1 January, 2015 |
92,452 |
323,057 |
85,533,077 |
(14,905,590) |
53,873,130 |
9,116,533 |
(4,609,222) |
129,423,437 |
Total
comprehensive (loss)/income |
|
|
|
|
|
|
|
for the
period |
|
|
|
|
|
|
|
|
(Loss)/gain for the period after tax |
- |
- |
- |
(78,070) |
8,140,362 |
(23,674,359) |
(335,379) |
(15,947,446) |
Balances at 30 June, 2015 |
92,452 |
323,057 |
85,533,077 |
(14,983,660) |
62,013,492 |
(14,557,826) |
(4,944,601) |
113,475,991 |
The notes form an integral part of the Unaudited Condensed
Financial Statements.
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
for the period from 1 January,
2016 to 30 June, 2016
|
|
|
01.01.2016 to |
|
01.01.2015 to |
|
|
|
30.06.2016 |
|
30.06.2015 |
Notes |
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
Cash flows from
operating activities |
|
|
|
|
11 |
Net cash outflow from
operating activities |
|
(2,104,435) |
|
(1,124,576) |
|
Interest received |
|
- |
|
299 |
|
Dividends
received |
|
1,930,373 |
|
1,417,438 |
|
Net cash
(outflow)/inflow from operating activities |
|
(174,062) |
|
293,161 |
|
|
|
|
|
|
|
Cash flows from
investing activities |
|
|
|
|
|
Purchase of
investments |
|
(57,792,527) |
|
(31,721,650) |
|
Sale of
investments |
|
44,213,034 |
|
34,296,774 |
|
Net cash
(outflow)/inflow from investing activities |
|
(13,579,493) |
|
2,575,124 |
|
|
|
|
|
|
|
Net cash
(outflow)/inflow before financing activities |
|
(13,753,555) |
|
2,868,285 |
|
|
|
|
|
|
|
Cash flows from
financing activities |
|
|
|
|
|
Repurchase of
shares |
|
(97,696) |
|
- |
|
Net cash outflow from
financing activities |
|
(97,696) |
|
- |
|
|
|
|
|
|
|
(Decrease)/increase
in cash and cash equivalents |
|
(13,851,251) |
|
2,868,285 |
|
|
|
|
|
|
|
Reconciliation of
net cash flow to movement in net funds |
|
|
|
|
|
Net cash
(outflow)/inflow |
|
(13,851,251) |
|
2,868,285 |
|
Effects of foreign
exchange rate changes |
|
1,071,626 |
|
(335,379) |
|
Cash and cash
equivalents at beginning of the period |
|
19,009,538 |
|
5,404,636 |
|
Cash and cash
equivalents at end of the period |
|
6,229,913 |
|
7,937,542 |
The notes form an integral part of the Unaudited Condensed
Financial Statements.
NOTES TO THE UNAUDITED CONDENSED
FINANCIAL STATEMENTS
for the period from 1 January,
2016 to 30 June, 2016
Note 1 Principal
Accounting Policies
The Unaudited Condensed Interim Financial Statements for the six
months ended 30 June, 2016 have been
prepared in accordance with IAS 34 “Interim Financial Reporting” as
adopted by the European Union, the Listing Rules of the London
Stock Exchange (“LSE”) and applicable legal and regulatory
requirements of the Companies (Guernsey) Law, 2008.
The Unaudited Condensed Interim Financial Statements do not
include all the information and disclosures required in the Annual
Financial Statements and should be read in conjunction with the
Company’s Annual Report and Audited Financial Statements for the
year ended 31 December, 2015.
The accounting policies and methods of computation followed in
this Interim Unaudited Condensed set of Financial Statements are
consistent with those of the latest Annual Audited Financial
Statements for the year ended 31 December,
2015 which were prepared in accordance with International
Financial Reporting Standards as adopted by the European Union.
The preparation of the Interim Unaudited Condensed Financial
Statements requires management to make estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and
liabilities at the date of the Interim Unaudited Condensed
Financial Statements. The estimates and associated assumptions are
based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of
which form the basis of making the judgements about carrying values
of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from those estimates.
Presentation of information
The Interim Unaudited Condensed Financial Statements have been
prepared on a going concern basis under the historical cost
convention adjusted to take account of the revaluation of the
Company's investments at fair value.
In order to better reflect the activities of an investment
company and in accordance with the guidance issued by the
Association of Investment Companies, supplementary information
which analyses the Statement of Comprehensive Income between items
of a capital and revenue nature has been presented within the
Statement of Comprehensive Income.
Going concern
The Directors believe that it is appropriate to continue to
adopt the going concern basis in preparing the Financial Statements
because the assets of the Company consist mainly of securities that
are readily realisable and, whilst the liquidity of these assets
needs to be managed, the Company has adequate financial resources
to meet its liabilities as they fall due.
In accordance with the Company’s Articles, the Board is required
every three years to include in the business to be considered by
shareholders at the Annual General Meeting (“AGM”) a Special
Resolution that the Company should be wound up. This resolution
requires 75% of votes in favour for it to be passed. The next such
resolution will be tabled at the Annual General Meeting to be held
in 2017.
The last such resolution was tabled at the eighteenth Annual
General Meeting held in 2014. The Shareholders voted against the
resolution, and in favour of the continuation of the Company. Based
on this vote and the fact that the assets of the Company consist
mainly of securities that are readily realisable, whilst the
Directors acknowledge that the liquidity of these assets needs to
be managed, the Directors believe that the Company has adequate
financial resources to meet its liabilities as they fall due in the
foreseeable future and at least twelve months from the date of this
report, and that it is appropriate for the Financial Statements to
be prepared on a going concern basis. The Directors have no reason
to believe that the Shareholders will not vote against the
resolution at the 2017 AGM to wind up the Company.
Standards, amendments and
interpretations effective during the period
The following amendments were applicable for the first time this
period but had no impact on the financial position or performance
of the Company.
- IFRS 10 (Amendments) - Consolidated Financial Statements
(effective 1 January, 2016)
- IFRS 12 (Amendments) - Disclosure of Interests in Other
Entities (effective 1 January,
2016)
- IAS 1 (Amendments) - Disclosure Initiative (effective
1 January, 2016)
- IAS 27 (Amendments) - Separate Financial Statements (effective
1 January, 2016)
- IAS 28 (Amendments) - Investments in Associates and Joint
Ventures (effective 1 January,
2016)
Standards, amendments and
interpretations issued but not yet effective
- IFRS 9 Financial Instruments - (effective 1 January, 2018)
- IAS 34 - Interim Financial Reporting (Disclosure of
information elsewhere in the interim accounts) (Annual improvements
process)
Note 2 Gain/(loss) per Ordinary
Share - Basic and Diluted and Net Asset Value per Ordinary Share -
Basic and Diluted
The gain/(loss) per Ordinary Share - Basic and Diluted has been
calculated based on the weighted average number of Ordinary Shares
of 92,432,930 and a net gain of US$1,910,506 (30 June,
2015: 92,452,602 Ordinary Shares and a net loss of
US$15,947,446).
There were no dilutive elements to shares issued or repurchased
during the period.
The Net Asset Value per Ordinary Share - Basic and Diluted has
been calculated based on the number of shares in existence at the
period end date of 92,352,602 (31 December,
2015: 92,452,602) and shareholders' funds attributable to
equity interests of US$127,109,789
(31 December, 2015: US$125,296,979).
Note 3 Taxation
The Company has been granted Exempt Status under the terms of
The Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 to income
tax in Guernsey. Its liability is an annual fee of £1,200
(2015: £1,200).
The amount disclosed as withholding tax in the Statement of
Comprehensive Income relates solely to withholding tax suffered at
source, on income in the investing country, Japan.
Note 4 Management
Fees
The management fee is payable to the Manager, Prospect Asset
Management (Channel Islands)
(“PAM(CI)”), monthly in arrears at a rate of 1.5% per annum of the
Net Asset Value, which is calculated as of the last business day of
each month. Total management fees for the period amounted to
US$915,258
(30 June, 2015: US$851,576) of which US$156,517 (30 June,
2015: US$150,262) is due and
payable at the period end. The Management Agreement dated
1 December, 1994 remains in force
until determined by the Company or by the Manager giving the other
party not less than three months' notice in writing, subject to
additional provisions included in the agreement regarding a breach
by either party.
Note 5 Other
Expenses
|
|
|
|
|
|
|
01.01.2016 to |
|
01.01.2015 to |
|
|
|
|
|
|
|
30.06.2016 |
|
30.06.2015 |
|
|
|
|
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
Administration and secretarial fees* |
|
|
|
|
152,543 |
|
141,929 |
Custodian's fees and charges** |
|
|
|
|
69,274 |
|
53,626 |
General
expenses |
|
|
|
|
|
183,224 |
|
119,782 |
Directors'
remuneration |
|
|
|
|
61,972 |
|
61,093 |
Legal fees |
|
|
|
|
|
|
195,294 |
|
41,253 |
Auditors' fees |
|
|
|
|
|
|
21,167 |
|
13,875 |
Non-audit fees |
|
|
|
|
|
|
18,935 |
|
13,750 |
|
|
|
|
|
|
|
702,409 |
|
445,308 |
*The administration and secretarial fees are payable to Northern
Trust International Fund Administration Services (Guernsey) Limited
monthly in arrears at a rate of 0.25% of the Net Asset Value of the
Company as at the last business day of the month. Total
administration and secretarial fees for the period amounted to
US$152,543 (30
June, 2015: US$141,929) of
which US$26,086 (30 June, 2015: US$25,044) is due and payable at the period
end.
** The custodian's fees and charges are payable to Northern
Trust (Guernsey) Limited monthly in arrears at a rate of 0.08% of
the value of the portfolio of the Company as at the last business
day of the month. Total custodian's fees and charges for the period
amounted to US$69,274 (30 June, 2015: US$53,626) of which US$11,856 (30 June,
2015: US$8,538) is due and
payable at the period end.
Note 6 Financial
Assets at Fair Value through Profit or Loss
|
|
|
|
|
|
|
01.01.2016 to |
|
01.01.2015 to |
|
01.01.2015 to |
|
|
|
|
|
|
|
30.06.2016 |
|
31.12.2015 |
|
30.06.2015 |
|
|
|
|
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
Opening
book cost |
|
|
|
|
113,243,153 |
|
114,885,517 |
|
114,885,517 |
Purchases
at cost |
|
|
|
|
|
57,977,630 |
|
109,096,236 |
|
31,746,128 |
Proceeds
on sale |
|
|
|
|
|
(44,158,300) |
|
(124,491,720) |
|
(50,630,616) |
Realised
(loss)/gain on sale |
|
|
|
|
(2,879,574) |
|
13,753,120 |
|
8,276,232 |
Closing
book cost |
|
|
|
|
124,182,909 |
|
113,243,153 |
|
104,277,261 |
Unrealised
loss |
|
|
|
|
|
(2,604,811) |
|
(6,825,610) |
|
(14,557,826) |
Fair value |
|
|
|
|
|
|
121,578,098 |
|
106,417,543 |
|
89,719,435 |
Note 7 Fair
Value
Financial assets at fair value through profit or loss are
carried at fair value. The valuation techniques for valuing
unlisted corporate bonds are described below. Listed entities are
valued at bid price and other assets and liabilities are carried at
amortised cost which approximate fair value.
IFRS 13 requires the Company to classify fair value measurements
using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements.
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 fair value
measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either:
(i) In the principal market for the asset or liability,
or
(ii) In the absence of a principal market, in the most
advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible
by the Company.
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest.
The Company uses valuation techniques that are appropriate in
the circumstances and for which sufficient data is available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All financial instruments for which fair value is recognised or
disclosed are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 - Quoted market prices (unadjusted) in an active market
for identical assets or liabilities.
Level 2 - Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or
indirectly observable.
Level 3 - Valuation techniques for which the lowest level input
that is significant to the fair value measurement is
unobservable.
For financial instruments that are recognised at fair value on a
recurring basis, the Company determines whether transfers have
occurred between Levels in the hierarchy by re-assessing
categorization, based on the lowest level input that is significant
to the fair value measurement as a whole, at the end of each
reporting period.
The following table analyses within the fair value hierarchy the
Company’s financial assets and liabilities (by class) measured at
fair value for the period ended 30 June,
2016.
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
Quoted
prices |
|
Significant |
|
unobservable |
|
|
|
|
|
in
active markets |
|
observable inputs |
|
inputs |
|
|
|
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total |
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
In
U.S. Dollars |
Financial
assets at fair value |
|
|
|
|
|
|
|
through profit or loss: |
|
|
|
|
|
|
|
|
-Equity
Securities |
|
118,921,192 |
|
- |
|
- |
|
118,921,192 |
-Derivative Instruments |
|
- |
|
- |
|
2,628,889 |
|
2,628,889 |
-Debt
Securities |
|
|
|
|
|
|
|
|
Corporate bonds |
|
- |
|
- |
|
28,017 |
|
28,017 |
Total
as at 30 June, 2016 |
118,921,192 |
|
- |
|
2,656,906 |
|
121,578,098 |
The following table analyses within the fair value hierarchy the
Company’s financial assets and liabilities (by class) measured at
fair value for the year ended 31 December,
2015.
|
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total |
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
Financial
assets at fair value |
|
|
|
|
|
|
|
through profit and loss: |
|
|
|
|
|
|
|
-Equity
Securities |
|
103,898,586 |
|
- |
|
- |
|
103,898,586 |
-Derivative Instruments |
|
- |
|
- |
|
2,391,431 |
|
2,391,431 |
-Debt
Securities |
|
|
|
|
|
|
|
|
Corporate bonds |
|
- |
|
- |
|
127,526 |
|
127,526 |
Total
as at 31 December, 2015 |
103,898,586 |
|
- |
|
2,518,957 |
|
106,417,543 |
The following table presents the movement in level 3 instruments
for the period ended 30 June, 2016 by
class of financial instrument.
|
|
|
|
|
|
Debt |
|
Derivative |
|
|
|
|
|
|
|
|
Securities |
|
Securities |
|
Total |
|
|
|
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
In
U.S. Dollars |
Opening
balance |
|
|
|
|
127,526 |
|
2,391,431 |
|
2,518,957 |
Purchases |
|
|
|
|
- |
|
- |
|
- |
Sales -
Takefuji |
|
|
|
|
(121,518) |
|
- |
|
(121,518) |
Conversions – Prospect Co Ltd (SAR) |
|
|
|
- |
|
(294,005) |
|
(294,005) |
Realised
gains during the period |
|
|
|
121,518 |
|
145,802 |
|
267,320 |
Unrealised
(losses)/gains during the period |
|
|
(99,509) |
|
385,661 |
|
286,152 |
Closing
balance |
|
|
|
|
28,017 |
|
2,628,889 |
|
2,656,906 |
|
|
|
|
|
|
|
|
|
|
|
Net
unrealised (loss)/gains for the period included in the Statement of
Comprehensive Income for level 3 Investments held at 30 June,
2016 |
|
(99,509) |
|
385,661 |
|
286,152 |
The following table presents the movement in level 3 instruments
for the year ended 31 December, 2015 by class of financial
instrument.
|
|
|
|
|
|
Debt |
|
Derivative |
|
|
|
|
|
|
|
|
Securities |
|
Securities |
|
Total |
|
|
|
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
In
U.S. Dollars |
Opening
balance |
|
|
|
|
56,008,526 |
|
- |
|
56,008,526 |
Purchases |
|
|
|
|
18,641,413 |
|
2,371,249 |
|
21,012,662 |
Sales |
|
|
|
|
|
(52,378,965) |
|
- |
|
(52,378,965) |
Realised
gains during the year |
|
|
|
|
3,131,464 |
|
- |
|
3,131,464 |
Unrealised
(losses)/gains during the year |
|
|
|
(25,274,912) |
|
20,182 |
|
(25,254,730) |
Closing
balance |
|
|
|
|
127,526 |
|
2,391,431 |
|
2,518,957 |
|
|
|
|
|
|
|
|
|
|
|
Net
unrealised gain for the year included in the Statement of
Comprehensive Income for level 3 Investments held at 31 December,
2015 |
|
127,526 |
|
20,182 |
|
147,708 |
Valuation techniques
Listed investments
Securities valued based on quoted market prices, in an active
market for identical assets without any adjustments, are included
within Level 1 of the hierarchy and are valued at bid price.
Unlisted Investments
The Company invests in debt securities and share acquisition
rights which are not quoted in an active market. Transactions in
such investments do not occur on a regular basis. These positions
are valued at the Directors estimate of their fair value in
accordance with IFRS 13.
Level 3 valuations are monitored closely by the Investment
Advisor who reports to the Board of Directors on a quarterly basis.
Valuations are based on the most appropriate method for each level
3 investment as at 30 June, 2016 as
discussed below.
As at 30 June, 2016, the Company
holds stock acquisition rights (“SARs”) in Prospect Co. Ltd. In
accordance with IFRS 13, the Directors have undertaken their
responsibility to approximate a fair value of this level 3
investment by way of utilising the Black-Scholes-Merton model. The
model uses observable, non-observable and contractual inputs. The
observable inputs are the underlying price of Prospect Co. Ltd
(30 June, 2016: ¥43.5, 31 December, 2015: ¥51.5) and the risk free rate
(30 June, 2016: 0.00%,
31 December, 2015: 0.00%). The
significant unobservable inputs are the dividend yield, which is
based on historic dividend payments (30 June, 2016:1.95%,
31 December, 2015: 1.95%) and the
volatility rate used (30 June, 2016:
23.16%, 31 December, 2015: 15.7%),
which was the implied rate of volatility having removed the peaks
created by the previous convertible bond and adjusted for the
dilution impact of the SARs issue on Prospect Co. Ltd. The
contractual inputs are the shares received for each right exercised
(100,000), the exercise date (21 December,
2015) the remaining exercise period (1 January, 2016 to
20 December, 2020), the strike price
of the SAR (¥54) and the number of SARs remaining (1,350). Using
this model with the implied rate would result in write down of
US$538,922 (31
December, 2015: US$490,243) in
the valuation of the SARs which the Directors believe to be
immaterially different to the cost price of the SARs. Therefore the
Directors believe the cost price of the SARs to approximate fair
value and is the value used in these financial statements. The
uplift in the value in these financial statements is due to foreign
exchange movements.
Note 8
Receivables
|
|
|
|
|
|
|
|
30.06.2016 |
|
31.12.2015 |
|
|
|
|
|
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
Amounts
due from brokers |
|
|
|
|
|
40,182 |
|
151,847 |
Dividends
receivable |
|
|
|
|
|
24,736 |
|
224,005 |
Other
receivables |
|
|
|
|
|
|
30,789 |
|
23,199 |
|
|
|
|
|
|
|
|
95,707 |
|
399,051 |
Note 9 Payables
|
|
|
|
|
|
|
|
|
30.06.2016 |
|
31.12.2015 |
|
|
|
|
|
|
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
Amounts
due to brokers |
|
|
|
|
|
|
446,877 |
|
172,618 |
Other creditors |
|
|
|
|
|
|
|
|
347,052 |
|
356,535 |
|
|
|
|
|
|
|
|
|
793,929 |
|
529,153 |
Note 10 Share Capital, Redemption Reserve &
Capital Redemption Reserve
Authorised Share Capital |
|
|
|
|
30.06.2016 |
|
31.12.2015 |
Number
of shares |
|
|
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
150,000,000 |
|
|
Ordinary Shares of US$0.001 each |
150,000 |
|
150,000 |
|
|
|
|
|
|
|
|
|
|
60,000,000 |
|
|
"C" Ordinary Shares of US$0.01 each |
600,000 |
|
600,000 |
As approved at the AGM on 10 August,
2015, the Company may purchase a maximum of 13,858,645
Ordinary Shares, equivalent to 14.99% of the issued share capital
of the Company as at the date of the AGM.
During the period, shares were purchased and cancelled as
follows:
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
|
|
|
|
|
|
|
Redemption |
|
Redemption |
Ordinary Shares |
|
|
|
|
|
|
Share
Capital |
|
Reserve |
|
Reserve |
Number
of shares |
|
|
|
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
In
U.S. Dollars |
92,452,602 |
|
Balance at
1 January, 2016 |
|
92,452 |
|
85,533,077 |
|
323,057 |
|
|
Shares
repurchased and |
|
|
|
|
|
|
|
(100,000) |
|
cancelled
during the period |
(100) |
|
(97,696) |
|
100 |
92,352,602 |
|
Balance at
30 June, 2016 |
|
92,352 |
|
85,435,381 |
|
323,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
|
|
|
|
|
|
|
Redemption |
|
Redemption |
Ordinary Shares |
|
|
|
|
|
|
Share
Capital |
|
Reserve |
|
Reserve |
Number
of shares |
|
|
|
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
|
In
U.S. Dollars |
92,452,602 |
|
Balance at
1 January, 2015 |
|
92,452 |
|
85,533,077 |
|
323,057 |
92,452,602 |
|
Balance at
31 December, 2015 |
92,452 |
|
85,533,077 |
|
323,057 |
The Redemption Reserve account is a distributable reserve
account which can be used for, among other things, the payment of
dividends, if any. The Directors do not recommend the payment of a
dividend for the period.
The Capital Redemption Reserve is used to cancel the shares of
the Company when they are redeemed or there is a share buyback.
Ordinary Shares carry the right to vote at general meetings of
the Company and to receive dividends and, in a winding-up will
participate in any surplus assets remaining after settlement of any
outstanding liabilities of the Company.
Note 11 Reconciliation of Return on Ordinary
Activities to Net Cash Inflow from Operating Activities
|
|
|
|
|
|
|
|
|
30.06.2016 |
|
30.06.2015 |
|
|
|
|
|
|
|
|
|
In
U.S. Dollars |
|
In
U.S. Dollars |
Revenue
loss on ordinary activities for the period |
|
|
(356,258) |
|
(78,070) |
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
Interest
received |
|
|
|
|
|
|
- |
|
(299) |
Dividends
received |
|
|
|
|
|
|
(1,731,104) |
|
(1,274,158) |
Decrease
in other receivables |
|
|
|
|
|
|
(7,590) |
|
- |
(Decrease)/increase in other creditors |
|
|
|
|
|
(9,483) |
|
227,951 |
Net cash
outflow from operating activities |
|
|
|
|
(2,104,435) |
|
(1,124,576) |
Note 12 Related Party
Transactions
Parties are considered to be related if one party has the
ability to control the other party or exercise significant
influence over the other party in making financial or operational
decisions.
The Directors are responsible for the determination of the
investment policy of the Company and have overall responsibility
for the Company's activities. The Company’s investment portfolio is
managed by PAM(CI) (the “Manager”) whose parent company is Prospect
Co Ltd (Kabushiki Kaisha Prospect (“KKP”), a Japanese Company).
Mr Rupert Evans is a Director of
the Manager.
Directors’ fees are disclosed in note 5. The basic fee payable
to Directors in 2016 is £25,000 (US$33,420), the Chairman of the Audit Committee
£27,500 (US$36,762) and the Chairman
of the Board £30,000 (US$40,104) per
annum (2015: Directors £25,000, Chairman of the Audit Committee
£27,500, Chairman £30,000). At 30 June,
2016, US$30,202 (2015:
US$27,349) of the fee remained
payable.
No Directors holding office at 30 June,
2016, or their associates, had any beneficial interest in
the Company's shares. There have been no changes in these interests
between the end of the period and up to the date of this
report.
Mr. Curtis Freeze is a Director
of PAM(CI), the Manager of The Prospect Japan Fund Limited, and is
the President of Prospect Co Ltd., the owner of PAMI, the
Investment Advisor to The Prospect Japan Fund Limited and PAM(CI),
the Manager of The Prospect Japan Fund Limited.
Management fees are disclosed in note 4.
During 2015, the Company purchased SARs in Prospect Co. Ltd, the
value of which is disclosed in note 7 under Unlisted Investments.
During the period, the Company exercised 90 SARs.
Note 13 Segmental Reporting
The Board is responsible for reviewing the Company’s entire
portfolio and considers the business to have a single operating
segment. The Board’s asset allocation decisions are based on a
single, integrated investment strategy, and the Company’s
performance is evaluated on an overall basis.
The Company invests in a diversified portfolio of Japanese
investments. The total fair value of the financial instruments held
by the Company, and the equivalent percentages of the total value
of the Company, are reported in the Portfolio of Investments.
Revenue earned is reported separately on the face of the Statement
of Comprehensive Income as investment income being dividend income
received from equities, and interest income being interest earned
from convertible and corporate bonds.
Note 14 Contingent asset
The Company declined to tender its shares for Toho Real Estate,
as the Company believed the true value to be considerably higher
than that stated in the tender offer, and entered into an
arbitration process. The Company has been involved in court
proceedings with Toho Real Estate arising from the tender offer. In
March 2015 the Company received
notice from the court presiding over its petition that it had ruled
in its favour. The court awarded the Company an aggregate amount of
¥121,600,000 (US$1.01 million).
Although an improvement, this was still significantly discounted to
the fair value of Toho Real Estate and as such, on 8 April, 2015 the Company filed an appeal against
the ruling. On 30 March, 2016, the
Company announced that the Tokyo High Court had ruled that the
tender offer price for Toho Real Estate amounted to fair value and
eliminated a previous award of ¥121,600,000 to the Company. The
Company has filed an appeal to this ruling.
With regard to Yukiguni Maitake, the Company feels that a tender
offer was unfair and feels that the shares were artificially
depressed due to poor management, which resulted in an accounting
violation around the payment of dividends. The holding bank
sold into the TOB and realised the collateral at what the Company
believes to be an unfair price. Alix Partners Asia LLC and
Nera Economic Consulting have been engaged to provide valuations
and although the results have not yet been received, the Company is
convinced the premium paid by Bain was too small by
far. Although at this point it would be difficult to put a per
share value on it, the Company believes a premium closer to 40% vs.
the 18.7% paid would be in line with the market.
Note 15 Reconciliation of
Published Valuation to Audited Financial Statements Prepared under
IFRS
|
|
|
|
|
|
30.06.2016 |
|
31.12.2015 |
|
|
|
|
|
|
In U.S.
Dollars |
|
In U.S.
Dollars |
Net
assets per Financial Statements |
|
|
|
|
127,109,789 |
|
125,296,979 |
Writeback
of prior year uplift on Toho Real Estate (note 14) |
|
- |
|
1,009,715 |
Net
assets per published valuation |
|
|
|
|
127,109,789 |
|
126,306,694 |
|
|
|
|
|
|
|
|
|
NAV per
share per Financial Statements (in cents) |
|
|
|
137.64 |
|
135.53 |
NAV per
share per published valuation (in cents) |
|
|
|
137.64 |
|
136.62 |
Note 16 Subsequent Events
These Unaudited Condensed Financial Statements were approved for
issuance by the Board on
18 August, 2016. Subsequent events
have been evaluated until this date.
No subsequent events have occurred from the Statement of
Financial Position date up to 18 August,
2016.
GENERAL INFORMATION
General
The Company is a close-ended investment company incorporated in
Guernsey in November 1994 and was
launched in December 1994 with an
initial asset value of US$70 million.
There are 92,352,602 Ordinary Shares in issue as at 30 June, 2016. The Company's Ordinary Shares are
listed on the London Stock Exchange.
The Ordinary Shares of the Company have not been registered
under the United States Securities Act of 1933 or the United States
Investment Companies Act of 1940. Accordingly, none of the Ordinary
Shares may be offered or sold directly or indirectly in
the United States or to any
United States persons (as defined
in Regulation ‘S’ under the 1933 Act) other than in accordance with
certain exemptions. Investment in the Company is suitable only for
sophisticated investors and should be regarded as long-term. Past
performance is no indication of future results.
The Company is a FATCA compliant organisation with FATCA entity
classification FFI and GIIN L0Q9R3.99999.SL.831.
The Company also complies with the Common Reporting Standard
(“CRS”). The CRS is a standard developed by the Organisation for
Economic Co-operation and Development (“OECD”) and is a global
approach to the automatic exchange of tax information. Guernsey has
now adopted the CRS which came into effect on 1 January 2016.
Investment Objective
The Company's investment objective is to achieve long-term
capital growth from a portfolio of securities primarily of smaller
Japanese companies listed or traded on Japanese Stock Markets. The
aim will be to achieve a long-term capital return on the Company's
portfolio and dividend income will be a secondary consideration in
making investment decisions. Although the Company is not managed to
a benchmark, it measures its performance against the MSCI Japan
Small Cap Index (Total Return) for comparison purposes only.
Investment Restrictions
The following investment restrictions were approved on
5 March, 2014, the Company will
not:
(i) invest in securities
carrying unlimited liability; or
(ii) deal short in
securities; or
(iii) take legal or management
control in investments in its portfolio; or
(iv) invest in any commodities,
land or interests in land; or
(v) invest or lend more than
25% of its assets at the time the investment is made in securities
of any one company or single issuer (other than obligations of the
Japanese Government or its agencies or of the US Government or its
agencies); or
(vi) invest more than 10% of its
assets at the time the investment is made in closed-end investment
funds which are listed on the Official List maintained by the
Financial Conduct Authority (except to the extent that those
investment funds have state investment policies to invest no more
than 15% of their total assets in other investment funds which are
listed on the Official List) and the Company will not invest more
than 15% of its assets at the time the investment is made in such
funds; or
(vii) invest more than 5% of its assets
at the time the investment is made in unit trusts, shares or other
forms of participation in managed open-ended investment vehicles;
or
(viii) commit its assets in the purchase of
foreign exchange contracts, financial futures contracts, put or
call options or in the purchase of securities on margin other than
in connection with or for the purpose of hedging transactions
effected on behalf of the Company; or
(ix) enter into borrowings
in excess of 20% of net assets at the time the borrowings are drawn
down.
NAV and Information
The prices of Ordinary Shares and the latest NAV are published
daily in the Financial Times. The price of the Ordinary Shares
appears within the section of the London Share Service entitled
"Investment Companies".
Life of the Company
From inception, the Directors have believed that Shareholders
should be able to review the progress of the Company so that a
decision can be taken as to whether Shareholders should have an
opportunity of realising the Company's underlying investments.
Accordingly, at the eighteenth Annual General Meeting of the
Company held on 27 August, 2014, the
Board included in the business to be considered by Shareholders a
special resolution that the Company should be wound up. The
resolution was not passed. The Board will include a similar
resolution in the business to be considered at every third Annual
General Meeting held. The next such resolution will be tabled at
the Annual General Meeting to be held in 2017.
Directors
Brief biographical details of the Directors are as follows:
Rupert Evans, age 78, is a
Guernsey advocate and former partner in the firm of the Guernsey
legal advisors, Mourant Ozannes. He is now a consultant to Mourant
Ozannes. He is a non-executive director of the Manager and of a
number of investment companies. Mr Evans is resident in Guernsey.
Mr Evans was appointed to the Board on 18
November, 1994.
John Hawkins, age 73, is a Fellow
of the Institute of Chartered Accountants in England and Wales. He was formerly Executive Vice
President and a member of the Corporate Office of The Bank of
Bermuda Limited, with whom he spent many years in Asia. He retired from the Bank of Bermuda in 2001 after 25 years with the Group.
He is a director of a range of funds which include hedge funds and
equity funds investing in Japan
and Asia. Mr Hawkins was appointed
to the Board on 4 April, 2004. Mr
Hawkins is resident in the United
Kingdom.
Richard Battey, age 64, is a
qualified chartered accountant. He is a non-executive director of a
number of investment companies and funds. Mr Battey joined the
Schroder Group in December 1977 and
was a director of Schroders (C.I.) Limited from April 1994 to December
2004, where he served as Finance Director and Chief
Operating Officer, and was a director of Schroder Group Guernsey
companies before retiring from his last Schroder directorship in
December 2008. Mr Battey is resident
in Guernsey. Mr Battey was appointed to the Board on
10 February, 2010.
Taxation Status
The Company has obtained exemption from Guernsey Income Tax
under The Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989.
There is no capital gains tax in Guernsey.