ATLANTIS JAPAN GROWTH FUND
LIMITED
(“AJGF” or the “Company”)
(a closed-ended investment company incorporated in Guernsey with
registration number 30709)
Annual Results for
the year ended 30 April 2015
28 August 2015
The financial information set out below does not constitute the
Company's statutory accounts for the year ended 30 April 2015. All figures are based on the
audited financial statements for the year ended 30 April 2015.
The financial information for the year ended 30 April 2015 noted below is derived from the
financial statements delivered to the UK Listing Authority.
The annual report and audited financial statements for the year
ended 30 April 2015 will shortly be
posted to shareholders and will also be available on the company
website: www.atlantisjapangrowthfund.com
Introduction
INVESTMENT OBJECTIVE
Atlantis Japan Growth Fund Limited (the “Company”) aims to
achieve long term capital growth through investment wholly or
mainly in listed Japanese equities.
INVESTMENT POLICY
The Company may invest up to 100 per cent of its gross assets in
companies quoted on any Japanese stock exchange including, without
limitation, the Tokyo Stock Exchange categorised as First Section,
Second Section, JASDAQ, Mothers and Tokyo PRO, or the regional
stock exchanges of Fukuoka, Nagoya, Sapporo and Osaka Securities
Exchange.
The Company may also invest up to 20 per cent of its Net Asset
Value (the “NAV”) at the time of investment in companies listed or
traded on other stock exchanges but which are either controlled and
managed from Japan or which have a material exposure to the
Japanese economy.
The Company may also invest up to 10 per cent of its NAV at the
time of investment in securities which are neither listed nor
traded on any stock exchange or over-the-counter market.
In general, investment will be through investments in equity
shares in, or debt issued by, investee companies. However,
the Company may also invest up to 20 per cent of its NAV at the
time of investment in equity warrants and convertible debt.
The Company will not invest in more than 10 per cent of any
class of securities of an investee company. The Company will not
invest in derivative instruments save for the purpose of efficient
portfolio management.
The Company may borrow, with a view to enhancing capital
returns, up to a maximum of an amount not exceeding 20 per cent of
NAV at the time of borrowing.
Investment Policy for the Redemption
Pool
In advance of each redemption point the Company notionally
allocates assets and liabilities into a separate pool (the
"redemption pool ").for the purpose of funding valid redemption
requests for that redemption point. With regard to the redemption
pool, the Company aims to liquidate the necessary assets to meet
qualifying redemption requests in a timely manner, and to minimise
the impact that such redemptions will have to existing shareholders
and the Company as a whole.
The management and impact of the risk associated with the
investment policies are described in detail in the Notes to the
Financial Statements (Note 18).
INVESTMENT MANAGER AND INVESTMENT
ADVISER
AFMG Limited was the Investment Manager of the Company up until
1st August 2014 on which date it was
replaced in that role by Tiburon Partners LLP which had previously
been the Investment Adviser.
Atlantis Investment Research Corporation (“AIRC”) was the Sub
Investment Adviser until 1st August
2014, on which date it was appointed as the Investment
Adviser to the Company.
AIRC, established in Tokyo, will, through Edwin Merner and his
colleagues, advise the Investment Manager on the day-to-day conduct
of the Company’s investment business, the role it has played since
the launch of the Company in May
1996.
Chairman’s Statement
For the year ended 30th April
2015
During the course of the year there have been a number of
developments, described more fully below, which I believe have been
very beneficial for the Company and placed it on a much sounder
footing for the future. First and foremost, the performance has
remained strong in both absolute and relative terms and this has
clearly been helpful to allow progress to be made in other
areas.
Following the introduction of the Subscription Right in
October 2014, the Company now has the
potential to increase its asset base each year for the next five
years and thereby reduce the expense ratio and increase liquidity.
For most of 2015, the subscription price has been at a discount to
the prevailing ordinary share price and Net Asset Value per
ordinary share. However, the market turmoil since mid-August, as a
result of fears of a Chinese economic slowdown, has had a
detrimental effect on Asian stock markets.
The changes made to the Redemption Facility in December 2014, increasing the exit charge have
served to reduce the number of redemption requests to an all-time
low and have also allowed shares tendered for redemption to be
successfully placed in the market for the first time. At the
redemption point in March 2015, only
a net 1.59% of issued shares were redeemed and not re-sold.
Significantly, these changes have been achieved without a material
increase in the level of the discount.
Cantor Fitzgerald Europe (“Cantor Fitzgerald”) was appointed in
January 2015 as the Company’s new
broker. Its experienced investment trust team has provided very
useful assistance to the Board and, in particular, has helped the
Company to pursue an efficient and prudent buy-back programme as a
key part of the discount control strategy. Also in January 2015 the Board appointed Aravis Partners
as the Company’s new marketing agent to assist with investor
relations and in raising the Company’s profile more generally
within the investment community. In March
2015 the Board appointed Edison, a leading independent
investment research company, to produce periodic research reports
aimed at increasing investors’ awareness and understanding of the
Company.
PERFORMANCE
Over the year the Company gained 40.0% in Net Asset Value
(‘NAV’) denominated in Japanese yen (“JPY”), which, after
translation into US dollars (“USD”), produced a 20.7% increase.
This compares to the benchmark TOPIX’s 20.3% rise on a total return
basis measured in USD. The three year and five year records of
outperformance remain very strong.
Since Company Inception
Net Asset Value
Total Return (USD) |
1
Year |
3
Years |
5
Years |
10
Years |
Since
Inception |
Atlantis Japan
Growth Fund |
+20.7% |
+56.2% |
+75.3% |
+10.1% |
+133.1% |
Benchmark Return
(USD) |
|
|
|
|
|
Topix TR |
+20.3% |
+41.8% |
+42.5% |
+49.0% |
+10.0% |
Net Asset Value
Total Return (GBP) |
1
Year |
3
Years |
Since
Inception† |
Atlantis Japan
Growth Fund |
+31.3% |
+64.5% |
+129.6% |
Benchmark Return
(GBP) |
|
|
|
Topix TR |
+30.9% |
+49.4% |
+8.3% |
† Inception date of the GBP return is
16th December 2010.
Year to 30th
April |
At
Inception |
2006 |
2007 |
2008 |
2009 |
2010 |
2011 |
2012 |
2013 |
2014 |
2015 |
Total Net Assets
(USDm) |
198 |
610 |
467 |
324 |
185 |
270 |
211# |
130# |
100# |
84# |
94# |
NAV per Share
(USD)* |
0.99* |
2.98* |
2.28* |
1.58* |
0.90* |
1.31* |
1.35 |
1.48 |
1.95 |
1.92 |
2.31 |
Source: Tiburon Partners and Bloomberg. As of 30th April 2015.
# Total Net Assets after redemptions during year see “Redemption
Facility”.
* The Company was subject to a 10:1 stock split in December 2010. These figures have been restated
showing the split for comparative purposes. The original figures
prior to the split were as follows;
Year to 30th
April |
At
Inception |
2005 |
2006 |
2007 |
2008 |
2009 |
2010 |
NAV per Share
(USD) |
9.92 |
21.01 |
29.87 |
22.84 |
15.85 |
9.04 |
13.19 |
SUBSCRIPTION RIGHT
As shareholders should be aware, the Board has for some time
been keen to increase the size of the Company in order to improve
the liquidity of the Company’s ordinary shares and to reduce the
total expense ratio. Together with the Company’s advisers, the
Board explored a number of different routes and structures for
increasing the Company’s asset base. In my capacity as Chairman, I
also met a number of the Company’s larger shareholders to seek
their views.
Following these deliberations, on 1st
October 2014, the Board announced details of proposals to
introduce an annual Subscription Right to enable shareholders to
subscribe for one new ordinary share for every five ordinary shares
held on 1st October in each year at a price equal to the undiluted
NAV per Share on 2nd October one year prior. The introduction of
the annual Subscription Right was duly approved by shareholders at
an EGM held on 22nd October 2014.
In the Circular sent to shareholders on 1st October 2014, I summarised the principal
benefits and impact of the proposals in the following terms:
- shareholders would gain an embedded Subscription Right that
would allow them to subscribe for new ordinary shares in the future
at a predetermined price;
- If the NAV per Share increased following the date by reference
to which the Subscription Price was calculated, the Subscription
Right would allow shareholders to subscribe for new ordinary shares
on the Subscription Date at a discount to the prevailing NAV per
Share;
- If the Subscription Rights were to be fully exercised for each
of the next five years, and absent any other changes to the
Company’s capital structure, the number of ordinary shares in issue
would more than double. This potential increase in the Company’s
ordinary share capital should have a significant impact on the
liquidity of the ordinary shares in the market;
- An increase in the Company’s issued ordinary share capital and
total assets through the exercise of Subscription Rights should
reduce the Company’s expense ratio as the fixed operating costs of
running the Company would be spread over a greater asset base;
- As a result of the intrinsic option value of the Subscription
Right, the value of an ordinary share should increase. If this
increase in the intrinsic value of an ordinary share were to be
reflected in the share price then it should help to narrow the
discount to NAV per Share at which the ordinary shares currently
trade;
- Any exercise of the Subscription Rights of the Company should
increase the market capitalisation and total assets of the Company.
As these grew, the Company might widen its appeal to new investors
thus increasing demand for the Company’s ordinary shares which
could have a positive effect on the Company’s share price and the
discount to NAV per Share at which the ordinary shares currently
trade;
- The Subscription Right would give shareholders a choice: they
would have the ability to maintain their pro rata percentage
shareholding in the Company but would not be obliged to do so;
- To protect the interests of shareholders who were unable or
failed to exercise their Subscription Rights and subject to the
Board’s overall discretion that exercise of the Subscription Rights
would be in the best interests of the Company, following a
Subscription Date the Board would appoint a trustee. The trustee,
provided that in such trustee’s opinion, on the basis of
considerations including the then market demand for the ordinary
shares, the net proceeds of sale after deduction of all costs and
expenses incurred by, and any fee payable to, such trustee would
exceed the costs of exercising the Subscription Rights, would
exercise all or part of the Subscription Rights which had not been
exercised on the terms on which the same could have been exercised
on the relevant Subscription Date and sell in the market the
ordinary shares resulting from such exercise;
- The Subscription Price would be reset every year, meaning that
if a Subscription Right was ‘out of the money’ for the purposes of
a Subscription Date, the ordinary shares would nevertheless offer a
future opportunity to subscribe for new ordinary shares at the
rebased Subscription Price set on the following Business Day (the
undiluted NAV per Share) for the Subscription Date in the following
year; and
- If shareholders elected to redeem their ordinary shares through
the Redemption Facility then they would lose the Subscription
Rights associated with the ordinary shares which are redeemed by
the Company. Accordingly, the level of Redemption Requests received
by the Company under the Redemption Facility might reduce as a
result supporting the Board’s desire to increase the size of the
Company.
For most of 2015, the subscription price has been at a discount
to the prevailing ordinary share price and Net Asset Value per
ordinary share. However, the market turmoil since mid-August, as a
result of fears of a Chinese economic slowdown, has had a
detrimental effect on Asian stock markets. As at 25th August 2015, the market price is 123.25p per
ordinary share and the Net Asset Value is 132.90p per ordinary
share. The Board cannot recommend to shareholders whether or not to
exercise their Subscription Rights but would encourage shareholders
to monitor the ordinary share price during September and seek
independent professional advice if necessary.
It is also very important to note that if shareholders elect to
redeem their ordinary shares through the Redemption Facility then
they would lose the Subscription Rights associated with the
ordinary shares which are redeemed by the Company. This may mean
giving up any intrinsic value.
CHANGES TO THE REDEMPTION FACILITY
Following the adoption of the Subscription Right and in the
light of shareholder feedback during that process, the Board
reviewed the operation of the Company's share Redemption Facility.
The conclusion was reached that the share Redemption Facility had
potentially disadvantaged some shareholders and was no longer
operating in the best interests of shareholders as a whole, a
particular concern being the increasing impact on the Company's
total expense ratio. Accordingly, the Board resolved to amend the
Redemption Facility, with effect from 31st
March 2015 in the following manner:
- The Exit Charge payable on redemptions of up to 5% of a
shareholder's entitlement under the Redemption Facility (the "Basic
Entitlement") would be increased to 4% from 2%; and
- Shareholders would continue to be entitled to request the
redemption of shares in excess of their Basic Entitlement to the
extent that other shareholders redeemed less than their Basic
Entitlement or did not seek to redeem their shares at the relevant
redemption point (an "Excess Request"). However, the Exit Charge on
Excess Requests would be the rolling 90 day average discount
calculated in accordance with the Company's existing discount
control mechanism, subject to an Exit Charge cap of 10%.
All other terms of the Redemption Facility were to remain
unaltered.
At the redemption point on 31st March
2015, 2,055,466 shares representing 5.00% of issued shares
were initially accepted for redemption. Of these, 1,402,046 shares
representing 3.41% of issued shares were placed back into the
market by the Company’s broker under the matched trade mechanism.
Accordingly, only a net 1.59% of issued shares were redeemed by the
Company in March 2015. It is
significant that the most recent revisions to the terms of the
Redemption Facility (as described above) have helped to enable such
a placing of shares under the matched trade mechanism for the first
time since the Redemption Facility was introduced in December 2010. The Board views this as strong
evidence that the Redemption Facility is now finally working in the
manner originally envisaged.
It is also significant and encouraging that the changes to the
Redemption Facility have been achieved without a material increase
in the level of the discount.
SHARE PRICE DISCOUNT
The discount or premium for the Company represents the share
price relative to its Net Asset Value. The discount for the Company
averaged 8.8% during the period under review compared with a 10.4%
peer group average discount over the past twelve months. The
discount was 6.1% on 30th April
2015.
DISCOUNT CONTROL MECHANISM
The Directors operate a hard discount control mechanism whereby
the Company is obliged to hold a continuation vote should the
shares have traded, on average, at a discount of more than 10% to
the Net Asset Value per share during any rolling 90 day period, in
normal market conditions. If the obligation to hold a continuation
vote is triggered, the vote will be held no later than the next
practicable annual general meeting of the Company.
SHARE BUY-BACKS
In order to assist in managing the discount at which the
Company’s shares trade and to enhance the NAV per share of
remaining shareholders, the Company exercised its authority to buy
back shares on 5 occasions during the year at an average discount
of 9.42%. The shares bought back, representing 6.68% of current
issued shares, are held in treasury. Since the year end the Company
has not bought back any further shares.
APPOINTMENT OF CORPORATE BROKER
The Board was pleased to announce the appointment of Cantor
Fitzgerald as the Company's sole corporate broker with effect from
1st January 2015. Cantor Fitzgerald
brings experience as a broker both in the areas of Japan and
investment trusts. Edmond de Rothschild continues to be retained as
the Company's sole financial adviser.
CHANGE OF AUDITOR
Following an audit tender process which was conducted as part of
the ongoing corporate governance responsibilities, at which three
firms, including the incumbent auditors were invited to tender for
the audit, the Company appointed PricewaterhouseCoopers CI LLP
("PwC CI LLP ") as the new auditors and tax advisers. PwC CI LLP
have undertaken the audit of the 30th April
2015 annual accounts and will be put forward for re-election
at the 2015 AGM.
CHANGE OF FUNCTIONAL CURRENCY
The Board have resolved to change the functional currency of the
Company from USD to pounds sterling (“GBP”) for these financial
statements (refer to Note 3 for more details). The Board have
elected not to change the presentation currency of the Financial
Statements which continue to be presented in USD.
MARKETING ARRANGEMENTS
As stated above, the Board is keen to build on the recent
adoption of the embedded Subscription Right in an effort to
increase the overall size of the Company. To that effect, AIRC, the
Company's Investment Adviser, has with effect from 1st January 2015 entered into an agreement with
Aravis Partners LLP, a specialist fund marketing firm, with the aim
of increasing the Company's market profile. The Company has also
commissioned Edison to produce periodic specialist investment
company research reports aimed at increasing investors’ awareness
and understanding of the Company.
OUTLOOK
The recent economic data from Japan suggests the economy has
absorbed the shock delivered by the April
2014 imposition of a higher consumption tax and has returned
to the growth track. Economists are forecasting economic expansion
continuing through the fiscal year ending in March 2016 thus providing the backdrop for
sustained corporate earnings growth. Edwin Merner, who heads the
Company’s investment advisory team, observes that Japanese equities
offer superior value in terms of Price-Earnings Ratio, Price to
Book Ratio, and yield compared to other developed economies’ equity
markets.
I am encouraged by the changes in the stance of Japanese
corporate management towards the issues of governance,
transparency, and cash distribution. Spurred by a new Corporate
Code that was implemented in June
2015, Japanese companies of all market capitalisations and
across all industries have been adopting shareholder friendly
policies. These include appointments of outside directors,
establishing financial goals and returning excess cash to
shareholders amongst other measures. I am confident these actions
will collectively lead to a positive reassessment of Japanese
equities by domestic and international investors alike over the
medium to longer term.
The recent decision of the Chinese authorities to allow a
devaluation of the Renminbi gave rise to extreme volatility in
emerging market currencies and equity markets which then spread to
Japan and other developed markets. As at the date of this report it
is still too early to assess the longer term implications of these
developments.
Noel Lamb
26th August 2015
Investment
Adviser’s Report
For the year ended 30th April 2015
PERFORMANCE
The Japanese stock market has been benefiting from the improving
economy and from hopes that we have now entered a period of
sustained growth. Some of the positives include the Bank of Japan’s
continuing quantitative easing, historically low interest rates and
a slow but steady recovery in investor confidence. There has also
been net buying in some months by pension funds (including
government controlled pension funds), trust banks, investment
trusts and corporations and of course overseas investors who
account for over 60% of daily trading. Corporate earnings have been
rising and the outlook for the current fiscal year ending
March 2016 indicates double-digit
earnings growth. Many investors are projecting continuing positive
GDP growth this fiscal year continuing into following fiscal year
ending 2017.
For the year ended 30th April 2015
the Topix advanced 20.3% and the Company’s NAV per share climbed
20.7% (all figures in USD and on a total return basis).
Total borrowings remain unchanged at ¥1.25 billion ($10.51 million) and cash stood at ¥163.46 million
($1.37 million) which means the
Company’s net gearing is around 9.8%. The JPY ended April at
¥118.90 against the USD, a loss of around 13.8% from the previous
year’s closing of ¥102.5. The Company has no foreign exchange
hedges and no exposure to bonds, convertible bonds, warrants or
derivatives of any kind. Excluding cash, the Company continues to
be invested entirely in listed Japanese securities.
The portfolio now includes 80 stocks compared to 82 one year
ago. In terms of contribution to overall performance for the year,
the Company’s five best performing stocks were TDK, Nihon M&A
Center Inc, Tokio Marine, Seibu Holdings, and Disco.
MARKET COMMENT & ECONOMIC
OUTLOOK
The Investment Adviser believes that the market will continue to
be influenced by earnings and expected earnings growth over the
coming 12-18 months. Low interest rates, quantitative easing,
expanding exports, rising private capital investment, wage hikes,
sideways to lower unemployment, and improving consumer spending
should all help to push up GDP growth. Prime Minister Abe and the
ruling Democratic Party are making concerted efforts to carry out
economic reforms which in turn should help improve the business
climate.
There are of course risks to the above scenario including a
stronger JPY. Other risks include weaker than expected world
economic growth, especially in the US, Europe, China, and South
East Asia, runaway commodity prices, or some type of geo-political
event.
The recent decision of the Chinese authorities to allow a
devaluation of the Renminbi gave rise to extreme volatility in
emerging market currencies and equity markets which then spread to
Japan and other developed markets. Nevertheless the Investment
Adviser thinks the market outlook remains favourable in the medium
to long-term.
INVESTMENT ADVISER’S STRATEGY
The Investment Adviser’s strategy remains unchanged and is very
much a bottom-up approach; but even so attention is paid to the big
picture including economic trends, expected GDP growth, the
perceived trend of corporate earnings, interest rates, money supply
and the monetary base, the JPY, the world economy and commodity
prices.
More than 75% of the Investment Adviser’s time is directly
focused on finding, buying, and holding companies that are
reasonably priced to cheap and that can also grow earnings for the
next several years or longer. Based on the Investment Adviser’s
formula, the best value and sales and earnings growth is now being
found in selected medium sized companies and smaller companies. Due
to liquidity risks the Company has only limited exposure to
micro-caps or illiquid stocks.
The economy is improving, valuations seem reasonable to highly
attractive in terms of projected Price-Earnings Ratio, Price to
Book Ratio, dividend yield, Price/Earnings to Growth, Return on
Equity and Return on Investment which indicates that there are
still many undervalued, attractive stocks from which to choose.
In the last year the Investment Adviser has moved away from
export related stocks, which in many cases now seem fully priced,
to domestic stocks, especially companies that should benefit from
the economic recovery and include companies in areas such as
retail, consumer, service, software, real estate, finance, and
selected technology. But as stated above, emphasis will continue to
be placed on stock picking, not sector allocation.
The Investment Adviser plans to keep up a busy schedule of
company visits ranging from small to big companies in all kinds of
businesses. The team visits or contacts over 1,000 companies per
year, which provide a long list of possible buy candidates, and
always remains on the outlook for new investment ideas. As in the
past the Investment Adviser will continue to place emphasis on long
term capital appreciation. The approach is not one of trading or
momentum investing and the Investment Adviser will continue to
find, buy, and hold stocks that look cheap and that can grow
earnings over the medium to longer term.
Atlantis Investment Research
Corporation
August 2015
Alternative
Investment Fund Manager’s Report
For the year ended 30th April 2015
Tiburon Partners LLP, which is registered in England as a
limited liability partnership, was authorised on 22nd July 2014 by the Financial Conduct Authority
of the UK as the Company’s Alternative Investment Fund Manager
(‘AIFM’) for the purposes of the Alternative Investment Funds
Managers Directive ‘(AIFMD’ or the ‘Directive’).
As the Company’s AIFM, Tiburon Partners LLP is required to make
available an annual report for each financial year of the Company
containing the following:
i.
A balance-sheet or a statement of assets and liabilities (see
Statement of Financial Position below).
ii.
An income and expenditure account for the financial year (see
Statement of Comprehensive Income below).
iii.
A report on the activities of the financial year (see Chairman’s
Statement, Investment Adviser’s Report, Details of Ten Largest
Investments below, Schedule of Investments and Directors’ Report
and Statement of Directors’ Responsibilities).
iv.
Details of material changes to the information set out under
Article 23 of the Directive. For these purposes, there are no
material changes to be noted to the information set out in the
Prospectus dated 1st October 2014
issued by the Company.
v.
Certain disclosures relating to remuneration paid by the AIFM to
its staff. In accordance, however, with confirmation issued by the
European Securities and Markets Authority (‘ESMA’) that the AIFMD
remuneration rules do not apply to an AIFM until completion of its
first full performance following authorisation, the Company is not
disclosing quantitative data on AIFM remuneration information in
the current report. The required remuneration disclosures will be
made in the AIFM Report made after the first full performance
period of the AIFM has been completed.
The remuneration disclosures referred to in paragraph (v) above
are a regulatory requirement and follow ESMA and FCA guidance. The
Executive Committee of the AIFM is responsible for formulating and
implementing the remuneration policy, the purpose of which is to
promote effective risk management. All executive partners, as well
as other members of the firm who are deemed to be risk takers, or
who otherwise hold FCA control functions are included within the
scope of the policy.
Tiburon Partners LLP
August 2015
Details of Ten
Largest Investments
The ten largest investments comprise a fair value of
$26,601,745 (2014: $26,930,619) representing 28.4% of Net Asset
Value (2014: 32.0%) with details as below:
Tokio Marine Holdings (94,500 shares,
cost $3,014,982)
Tokio is one of Japan’s leading insurance companies and has now
entered the life insurance business. It has expanded overseas
business with overseas sales expected to exceed 50% of total sales
in the near term. An expected decrease in the combined loss ratio
and expanding new premiums written should result in steadily rising
sales and earnings in coming years.
Fair value of $3,893,594
representing 4.2% of the Net Asset Value (2014: 0.0%)
TDK (39,000 shares, cost $1,669,759)
TDK is now focussing on producing parts and products used in
communication equipment, industrial equipment and disc drives which
marks a change from its previous emphasis on consumer related
products. Sales are rising, profit margins are improving and the
Investment Adviser is looking for good recovery/growth in coming
years.
Fair value of $2,836,056
representing 3.0% of the Net Asset Value (2014: 2.9%)
Sakai Moving Service (85,000 shares,
cost $2,078,400)
Sakai is a leading Japanese household moving company with a
nationwide network of moving centres and has been steadily gaining
market share in recent years. The company has been cutting costs
with the aim of improving profit margins. Sakai is well run but
sales and earnings are sensitive to the state of the
economy.
Fair value of $2,751,147
representing 2.9% of the Net Asset Value (2014: 2.8%)
Kito Corp (265,700 shares, cost
$2,534,827)
Kito makes a wide range of chain load handling machinery used in
lifting. The company has been increasing its world market share and
Asia has been a very high growth market in recent years. The world
economy is now showing signs of recovering and corporations are
streamlining their operations, helping to increase demand, sales
and earnings over the coming few years. The weaker JPY is another
positive for Kito.
Fair value of $2,606,733
representing 2.8% of the Net Asset Value (2014: 3.3%)
Hito Communications (158,200 shares,
cost $1,456,879)
Hito is an outsourcing company specializing in providing well
trained staff for stores selling electronics goods, mostly
electronic discount stores. The company is also now supplying staff
to several clothing chains. The economy is recovering and some of
Hito’s customers should do well as consumer spending climbs which
in turn will help lift the company’s sales and earnings.
Fair value of $2,597,424
representing 2.8% of the Net Asset Value (2014: 3.9%)
Ai Holdings (137,100 shares, cost
$1,959,684)
Ai has several businesses including security surveillance
equipment for installation in a variety of domestic applications.
The company offers a very competitive service and has been rapidly
gaining market share. Ai is also involved in cutting machines for
hobby use and issuing cards for hospital patient and credit use.
The company has been very successful in taking over poorly run
companies and then expanding their businesses. Continued high
growth is expected in coming years.
Fair value of $2,526,458
representing 2.7% of the Net Asset Value (2014: 2.8%)
Lintec (98,400 shares, cost
$2,029,752)
Lintec produces a wide range of products including specialty
paper, casting paper, adhesive paper and films for labels, labeling
materials, films for car windows, films used in building windows,
LCD films, interior decorative sheets, and many more. A growing
economy, expanding exports, and steady raw materials should help
lift earnings over the next few years. The company is well run, has
a strong balance sheet, and profit margins should increase in
coming years.
Fair value of $2,437,863
representing 2.6% of the Net Asset Value (2014: 0.0%)
Seibu Holdings (80,000 shares, cost
$1,555,096)
Seibu is one of Tokyo’s leading private railways but also owns
many hotels and a number of restaurants and resorts including ski
resorts. After going through a difficult period several years ago,
the company has relisted and is once again growing its sales and
earnings.
Fair value of $2,337,109
representing 2.5% of the Net Asset Value (2014: 0.0%)
Tokai Tokyo Financial (298,800 shares,
cost $2,200,252)
Tokai is a regional broker with its head office in Nagoya but
also has offices in other major Japanese cities and overseas. The
company is conservatively run and is involved in investment
banking, private banking, institutional sales, and other related
businesses. The company tends to do well when Japanese stocks are
rising and trading volume is at a high level.
Fair value of $2,326,086
representing 2.5% of the Net Asset Value (2014: 2.0%)
Kokusai (145,000 shares, cost
$2,149,859)
Kokusai produces and sells tyre balancing systems and has
indirectly been benefiting from the steadily growing demand for
tyres which in turn is sensitive to higher car sales in the US,
China, India, and other major economies, especially in Asia. The
business is somewhat cyclical but the Investment Adviser is
forecasting above average sales and earnings growth for the next
few years.
Fair value of $2,289,274
representing 2.4% of the Net Asset Value (2014: 0.0%)
Schedule of
Investments
|
|
Fair Value |
|
Holdings |
Investments held
at fair value through profit or loss |
$'000 |
%
of NAV |
|
|
|
|
|
Advertising:
0.60% (2014: 1.01%) |
|
|
121,400 |
Hakuten |
563 |
0.6 |
|
|
|
|
|
Apparel: 0.00%
(2014: 0.22%) |
- |
- |
|
|
|
|
|
Auto
Manufacturers: 0.00% (2014: 2.72%) |
- |
- |
|
|
|
|
|
Auto Parts &
Equipment: 2.32% (2014: 2.27%) |
|
|
71,100 |
Mitsuba |
1,521 |
1.63 |
8,000 |
Muro |
85 |
0.09 |
64,000 |
Seiren |
564 |
0.6 |
|
|
|
|
|
Banks: 3.20%
(2014: 3.34%) |
|
|
39,400 |
Sumitomo Mitsui
Financial Group |
1,736 |
1.86 |
281,000 |
Sumitomo Mitsui
Trust |
1,253 |
1.34 |
|
|
|
|
|
Building
Materials: 0.69% (2014: 1.95%) |
|
|
44,300 |
Japan Pile |
253 |
0.27 |
52,700 |
Toyo Shutter |
394 |
0.42 |
|
|
|
|
|
Chemicals:
10.08% (2014: 4.35%) |
|
|
44,400 |
Atect |
295 |
0.32 |
285,000 |
Kinugawa Rubber
Industrial |
1,323 |
1.41 |
98,400 |
Lintec |
2,438 |
2.61 |
88,600 |
MEC |
615 |
0.66 |
255,900 |
Mitsubishi
Chemical |
1,608 |
1.72 |
73,800 |
MORESCO |
1,337 |
1.43 |
138,600 |
Yushiro Chemical
Industry |
1,807 |
1.93 |
|
|
|
|
|
Commercial
Services: 10.64% (2014: 19.99%) |
|
|
78,700 |
Aeon Delight |
2,101 |
2.25 |
34,400 |
Altech |
652 |
0.7 |
10,900 |
Bengo4.com |
227 |
0.24 |
177,500 |
Gakujo |
1,989 |
2.13 |
158,200 |
Hito
Communications |
2,597 |
2.78 |
46,500 |
Kanamoto |
1,370 |
1.47 |
20,400 |
Nihon M&A
Center Inc |
716 |
0.77 |
25,000 |
PRAP Japan |
280 |
0.3 |
|
|
|
|
|
Computers: 3.03%
(2014: 5.02%) |
|
|
39,000 |
TDK |
2,836 |
3.03 |
|
|
|
|
|
Distribution/Wholesale: 4.05% (2014: 8.39%) |
|
|
137,100 |
Ai Holdings |
2,526 |
2.7 |
150,000 |
Morito |
1,267 |
1.35 |
|
|
|
|
|
Diversified
Financial Services: 8.76% (2014: 6.59%) |
|
|
30,000 |
Fuyo General
Lease |
1,237 |
1.32 |
41,300 |
IBJ Leasing |
934 |
1 |
339,500 |
Ichigo |
945 |
1.01 |
51,900 |
Imamura
Securities |
776 |
0.83 |
108,600 |
Kyokuto
Securities |
1,648 |
1.76 |
298,800 |
Tokai Tokyo
Financial |
2,326 |
2.49 |
34,700 |
UCS |
322 |
0.35 |
|
|
|
|
|
Electrical
Components and Equipment: 0.00% (2014: 0.43%) |
- |
- |
|
|
|
|
|
Electronics:
6.31% (2014: 4.98%) |
|
|
145,000 |
Kokusai |
2,289 |
2.45 |
80,700 |
Kyowa Electronics
Instruments |
332 |
0.36 |
135,000 |
Macnica Fuji
Electronics |
1,669 |
1.78 |
73,800 |
Marubun |
483 |
0.52 |
103,800 |
Suzuki |
1,121 |
1.2 |
|
|
|
|
|
Engineering
& Construction: 2.35% (2014: 1.41%) |
|
|
268,000 |
Giken Kogyo |
509 |
0.54 |
212,400 |
Raito Kogyo |
1,693 |
1.81 |
|
|
|
|
|
Food: 0.23%
(2014: 0.00%) |
|
|
15,000 |
Halows |
219 |
0.23 |
|
|
|
|
|
Gas: 0.62%
(2014: 0.00%) |
|
|
88,700 |
Shizuoka Gas |
582 |
0.62 |
|
|
|
|
|
Hand/Machine
Tools: 1.28% (2014: 2.20%) |
|
|
13,000 |
Disco |
1,198 |
1.28 |
|
|
|
|
|
Healthcare-Products: 0.72% (2014: 0.00%) |
|
|
58,100 |
Shofu |
671 |
0.72 |
|
|
|
|
|
Home Builders:
0.00% (2014: 0.36%) |
- |
- |
|
|
|
|
|
Home
Furnishings: 1.08% (2014: 0.21%) |
|
|
328,800 |
JVC Kenwood |
1,012 |
1.08 |
|
|
|
|
|
Insurance: 6.46%
(2014: 0.00%) |
|
|
147,600 |
T&D |
2,152 |
2.3 |
94,500 |
Tokio Marine
Holdings |
3,894 |
4.16 |
|
|
|
|
|
Internet: 1.41%
(2014: 3.49%) |
- |
- |
140,300 |
Matsui
Securities |
1,322 |
1.41 |
|
|
|
|
|
Leisure Time:
1.41% (2014: 0.00%) |
|
|
306,000 |
Tokyo Dome |
1,317 |
1.41 |
|
|
|
|
|
Lodging: 1.31%
(2014: 0.00%) |
|
|
499,000 |
Royal Hotel |
1,229 |
1.31 |
|
|
|
|
|
Machinery-Construction & Mining: 1.25% (2014:
1.78%) |
|
|
89,000 |
Mitsubishi
Electric |
1,170 |
1.25 |
|
Machinery-Diversified: 5.47% (2014: 7.40%) |
|
|
137,800 |
Aida
Engineering |
1,585 |
1.71 |
196,800 |
CKD |
1,822 |
1.95 |
138,300 |
Nittoku
Engineering |
1,695 |
1.81 |
|
|
|
|
|
Media: 0.97%
(2014: 0.88%) |
|
|
103,300 |
Nippon BS
Broadcasting |
909 |
0.97 |
|
|
|
|
|
Metal
Fabricate/Hardware: 2.48% (2014: 2.32%) |
|
|
110,700 |
Okada Aiyon |
1,013 |
1.08 |
394,000 |
Ryobi |
1,305 |
1.4 |
|
|
|
|
|
Miscellaneous
Manufacturing: 5.53% (2014: 4.21%) |
|
|
265,700 |
Kito Corp |
2,607 |
2.79 |
140,000 |
Tigers Polymer |
957 |
1.02 |
270,900 |
Towa |
1,606 |
1.72 |
|
|
|
|
|
Office
Furnishing: 0.00% (2014: 4.28%) |
- |
- |
|
|
|
|
|
Pharmaceuticals:
0.07% (2014: 0.88%) |
|
|
1,600 |
Medical Ikkou |
67 |
0.07 |
|
|
|
|
|
Real Estate:
9.29% (2014: 4.77%) |
|
|
122,000 |
Japan Property
Management Center |
1,692 |
1.81 |
260,800 |
Keihanshin
Building |
1,559 |
1.67 |
26,600 |
Pressance |
860 |
0.92 |
80,000 |
Seibu Holdings |
2,337 |
2.5 |
155,000 |
Sun Frontier
Fudousan |
1,499 |
1.6 |
46,500 |
Toubu Jyuhanco |
740 |
0.79 |
|
|
|
|
|
Retail: 9.60%
(2014: 3.67%) |
|
|
42,000 |
Amiyaki Tei |
1,681 |
1.8 |
22,400 |
Arcland
Service |
960 |
1.03 |
126,600 |
Hard Off Corp |
1,268 |
1.36 |
54,000 |
HUB |
843 |
0.9 |
85,000 |
Kirindo |
799 |
0.85 |
178,600 |
Misawa |
1,224 |
1.31 |
198,800 |
Nextage |
1,526 |
1.63 |
15,000 |
St Marc |
508 |
0.54 |
141,000 |
Watt Mann |
172 |
0.18 |
|
|
|
|
|
Semiconductors:
0.00% (2014: 4.69%) |
- |
- |
|
|
|
|
|
Software: 0.00%
(2014: 1.13%) |
- |
- |
|
|
|
|
|
Storage/Warehousing: 1.48% (2014: 0.00%) |
|
|
390,000 |
Mitsui-Soko |
1,380 |
1.48 |
|
|
|
|
|
Telecommunications: 1.28% (2014: 0.00%) |
|
|
40,800 |
WirelessGate |
1,201 |
1.28 |
|
Textiles: 0.00%
(2014: 2.29%) |
- |
- |
|
|
|
|
|
Transportation:
4.94% (2014: 5.07%) |
|
|
85,000 |
Sakai Moving
Service |
2,751 |
2.94 |
294,000 |
Senko |
1,874 |
2 |
|
|
|
|
|
Total Japan
(2014: 112.30%) |
101,843 |
108.91 |
|
|
|
|
|
Total Equities
(2014: 112.30%) |
101,843 |
108.91 |
|
|
|
|
|
Total
Investments |
101,843 |
108.91 |
|
|
|
|
|
Cash (2014:
0.83% |
1,374 |
1.47 |
|
|
|
|
|
Other Net
Liabilities (2014: (13.13%)) |
-9,708 |
-10.38 |
|
|
|
|
|
Net Assets
Attributable to Holders of Redeemable |
|
|
|
Participating
Shares at fair value |
93,509 |
100 |
Board of Directors
NOEL LAMB (Chairman , aged 58, appointed to the Board on
1st February 2011 and appointed as
Chairman on 1st May 2014), British,
graduated from Exeter College, Oxford University and is a
barrister-at-law. He joined Lazard Brothers & Co Limited in
1987 and from 1992 to 1997 he was the managing director of Lazard
Japan Asset Management where he was the fund manager for their
Japanese equities. In 1997, he moved to the Russell Investment
Group where he established the investment management capability of
Russell in London. In 2002, he was promoted to Chief Investment
Officer in North America where he managed assets of $150bn.
ANDREW MARTIN SMITH MCSI (aged 63, appointed to the Board
on 26th September 2002), British,
graduated from Exeter College, Oxford University with an MA in
Politics and Economics. He began his career with Allied Hambro Unit
Trust Company and worked in the corporate finance and capital
markets divisions of Hambros Bank Limited becoming a director in
1986. He was chief executive of Hambros’ fund management activities
from 1993 to 1997 prior to the merger with Guinness Flight. He
works as an adviser and consultant at Guinness Asset Management and
is a Director of Guinness Asset Management Funds in Dublin. He is
Chairman of Parmenion Capital Management LLP and a
non-executive Director of Church House Investments and M &
G High Income and TR European Growth Investment Trusts.
ERIC BOYLE FCSI (aged 61, appointed to the Board on
17th October 2000), British, is a
partner of Smith & Williamson Investment Management LLP. He has
over 30 years’ experience in stockbroking and investment banking
with NCL Investments – now part of Smith & Williamson. He
became a member of the London Stock Exchange in 1982 and has
specialised in Japan and emerging markets since 1989 in particular,
by way of country and regional closed or open-ended funds. With the
experience gained in studying a variety of companies in this
capacity, he has held directorships in a number of companies and
funds. During his career, he has raised new money for several
groups launching new products investing in both emerging and
developed markets.
PHILIP EHRMANN FCSI (aged 56, appointed to the Board on
25th October 2013), British, graduated from the London School
of Economics with a BSc in Economics. He started his investment
career in 1981 specialising in the North American market before
heading up Emerging Markets for Invesco Asset Management. In 1995
he joined Gartmore Investment Management to undertake a similar
role, before becoming Head of Pacific & Emerging Markets.
Whilst at Gartmore he managed the Gartmore Asia Pacific Trust Plc,
a pan-Asian Investment Trust. In 2006 he moved to Jupiter Asset
Management where he was Co-Head of Asia. At the beginning of 2015
he joined Manulife Asset Management as a Senior Managing Director,
responsible for overseeing Global Emerging Markets equity
portfolios.
TAKESHI MURAKAMI (aged 71, appointed to the Board on 29th
November 2007), Japanese, graduated from Doshisha University
in Kyoto with a BA in Economics. He has 38 years’ experience in
both stock broking and investment management. He started his
career at Sanyo Securities, Osaka in 1966 where
he was primarily engaged in international business
promotion at its New York office between 1972-1978 and at its
London office for two years between 1982-1984. He then joined
Schroder Securities in London in 1984, before moving
to its Tokyo office in 1986. He served as Schroder's
Tokyo Branch Manager for ten years until he moved to Schroder
Investment Management Japan in 1996 as Director, where he promoted
the Japanese pension fund management business. Having retired
from Schroder’s at the age of 60 in 2003, Takeshi resumed his
career at Instinet Japan as Chairman in 2004 for a year.
Directors’ Report
and Statement of Directors’ Responsibilities
The Directors are pleased to present their nineteenth Report and
the Audited Financial Statements of the Company for the year ended
30th April 2015.
PRINCIPAL ACTIVITY
The Company is a Guernsey authorised closed ended investment
company with UK investment trust status listed on the London Stock
Exchange. The Company has a premium listing on the London Stock
Exchange. Trading in the Company’s ordinary shares commenced on
10th May 1996.
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
The Directors are responsible for preparing Financial Statements
for each financial year which give a true and fair view of the
state of affairs of the Company and of the profit or loss of the
Company for that year. 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 and prudent;
– state whether applicable
accounting standards have been followed subject to any material
departures disclosed and explained in the Financial Statements;
and
– prepare the Financial Statements
on a going concern basis unless it is inappropriate to presume that
the Company will continue in business.
We confirm, to the best of our knowledge, that:
- this Annual Report and Financial
Statements, prepared in accordance with International Financial
Reporting Standards (“IFRS”) as adopted by the European Union, give
a true and fair view of the assets, liabilities, financial position
and profit of the Company; and
– this Annual Report and Financial
Statements includes information detailed in the Directors' Report,
the Investment Adviser’s Report and Notes to the Financial
Statements, which provides a fair review of the information
required by:
a) DTR 4.1.8 of the Disclosure and
Transparency Rules (“DTR”) being a fair review of the Company
business and a description of the principal risks and uncertainties
facing the Company; and
b) DTR 4.1.11 of
the DTR being an indication of important events that have occurred
since the beginning of the financial year, the likely future
development of the Company, the Company’s use of financial
instruments and where material, the Company’s financial risk
management objectives and policies and its exposure to price risk,
credit risk, liquidity risk and cash flow risk.
In the opinion of the Board, the Annual Report and Financial
Statements taken as a whole, are fair, balanced and understandable
and provide the information necessary to shareholders to assess the
Company’s performance, business model and strategy.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that
the Financial Statements comply with The Companies (Guernsey) Law,
2008. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the Directors’
Report and other information included in the Annual Report is
prepared in accordance with company law applicable in Guernsey.
They are also responsible for ensuring that the Annual Report
includes information required by the Listing Rules of the Financial
Conduct Authority.
The Directors who held office at the date of the approval of the
Financial Statements confirm that, so far as they are aware:
– There is no relevant audit
information of which the Company’s auditor is unaware; and
– They have taken all the steps
they ought to have taken as Directors to make themselves aware of
any relevant audit information and to establish that the Company’s
auditor is aware of that information.
The Directors confirm that these Financial Statements comply
with these requirements.
BUSINESS REVIEW AND TAX
STATUS
The Investment Trust Company regime was amended for accounting
periods commencing on or after 1st January
2012, whereby a formal application for initial entry into
the regime is required, supported by appropriate annual tax filings
to maintain ongoing investment trust status. This differs from the
previous regime whereby investment trust status was granted
annually on a retrospective basis after the company tax return was
submitted to HM Revenue and Customs.
A successful application for the Company to enter into the
investment trust regime has been made and accepted, subject to the
Company continuing to meet eligibility conditions. In the opinion
of the Directors, the Company has conducted its affairs so as to
enable it to maintain investment trust status, subject to
completion of the relevant audit work.
REDEMPTION FACILITY
The purpose of the facility is to provide a measure of liquidity
for those shareholders who may wish to redeem. The Redemption
Facility will operate at six-monthly intervals on 31st March and
30th September (or if such date is not a business day, the previous
business day).
The Directors shall be entitled at their absolute discretion to
determine the procedures for the redemption of the ordinary shares
(subject to the facilities and requirements of CREST and the
Companies Law). Without prejudice to the Directors discretion, it
is intended that the procedure described below shall apply.
Redemptions may take place on any redemption point. Upon
redemption all new ordinary shares so redeemed shall be
cancelled.
The total redemptions at each redemption point are limited to 5%
of the issued share capital at the time. At each redemption point,
each shareholder is entitled to request the redemption of 5% of
their holding of shares held at the immediately preceding
redemption point and held continuously at all times since that
date, rounded down to the nearest whole number (the “Basic
Entitlement’’). Until 31st March 2015
the redemption value was based upon the realisation value of the
portfolio, less an exit charge set at 2% on redemptions of up to a
shareholder's Basic Entitlement. Following a Board resolution to
amend the Redemption Facility, with effect from the same date, the
exit charge payable on redemptions of up to a shareholder's Basic
Entitlement will be be increased to 4%.
Shareholders are entitled to request the redemption of shares in
excess of their Basic Entitlement to the extent that other
shareholders redeem less than their Basic Entitlement or do not
seek to redeem their shares at the relevant redemption point (an
"Excess Request"). Following the amendment to the Redemption
Facility, with effect from 31st March
2015, the exit charge on Excess Requests will be the rolling
90 day average discount calculated in accordance with the Company's
existing discount control mechanism, subject to an exit charge cap
of 10%. Any such excess redemption requests will be satisfied pro
rata in proportion to the amount in excess of the Basic Entitlement
(rounded down to the nearest whole number of shares). For the
avoidance of doubt, the lending of shares will be regarded as a
disposal of beneficial interest.
The right of shareholders to request the redemption of their
ordinary shares on any redemption point shall be exercised by the
shareholder delivering to the receiving agent (or to such other
person as the Directors may designate for this purpose) a duly
completed redemption request. Redemption request forms are
available upon request from the Administrator. Redemption requests
shall not be valid (unless the Company otherwise agrees) unless
they are received by the receiving agent not earlier than 20 days
nor later than 10 days before the relevant redemption point.
SHARE BUY-BACKS
The Company has been granted the authority to make market
purchases of up to a maximum of 14.99% of the aggregate number of
ordinary shares in issue at a price not exceeding the higher of (i)
5% above the average of the mid-market values of the ordinary
shares for the 5 business days before the purchase is made or, (ii)
the higher of the price of the last independent trade and the
highest current investment bid for the ordinary shares.
In deciding whether to make any such purchases the Directors
will have regard to what they believe to be in the best interests
of shareholders as a whole, to the applicable legal requirements
and any other requirements in its Articles. The making and timing
of any buybacks will be at the absolute discretion of the Board and
not at the option of the shareholders, and is expressly subject to
the Company having sufficient surplus cash resources available
(excluding borrowed moneys). The Listing Rules prohibit the Company
from conducting any share buybacks during close periods immediately
preceding the publication of annual and interim results.
RESULTS
The results for the year are set out in the Statement of
Comprehensive Income.
DIVIDEND
As a UK investment trust the Company is subject to the
provisions of the Corporation Tax Act 2010, the provisions of
section 1158 of which (‘s.1158’) include a retention test which
states that the Company should not retain in respect of any
accounting period an amount which is greater than 15% of its
income. This has been modified for accounting periods beginning on
or after 28th June 2013 such that a
negative balance on a company's revenue reserve is taken into
account when calculating the amount of income. This is not relevant
however for the year ended 30th April
2015.
There were no distributions made during the year and the Company
met the retention test for the year ended 30th April 2015.
CAPITAL VALUES
At 30th April 2015 the value of
net assets available to shareholders was $93,509,272 (2014 - $84,086,197) (net of redemption liability) and
the Net Asset Value per share was $2.31/£1.50 (2014 - $1.92/£1.14).
PREPARATION OF FINANCIAL
STATEMENTS
The Financial Statements of the Company have been prepared in
accordance with IFRS, which comprise standards and interpretations
approved by the European Union, and International Accounting
Standards, and Standing Interpretations Committee interpretations
approved by the IASC that remain in effect.
SIGNIFICANT SHAREHOLDINGS
In accordance with the Company's Articles of Association the
Directors have the ability to request nominee shareholders to
disclose the beneficial shareholders they represent. Based on the
information received the following shareholders have a holding in
the Company in excess of 3%.
Shareholder |
|
|
% |
|
Ordinary Shares |
LIM Advisors |
|
|
15.78 |
|
6,485,974 |
South Yorkshire
Pension Authority |
|
|
14.80 |
|
6,085,500 |
1607 Capital
Partners |
|
|
8.34 |
|
3,430,418 |
Ecclesiastical
Investment Management |
|
|
5.59 |
|
2,296,807 |
Smith &
Williamson Investment Management |
|
|
4.55 |
|
1,870,807 |
Reliance Mutual
Insurance Society |
|
|
4.29 |
|
1,762,278 |
SECRETARY
The Secretary is Northern Trust International Fund
Administration Services (Guernsey) Limited.
AUDITORS
Following an audit tender process which was conducted as part of
the ongoing corporate governance responsibilities, at which three
firms, including the incumbent auditors were invited to tender for
the audit, the Company appointed PwC CI LLP as the new auditors and
tax advisers.
PwC CI LLP have indicated their willingness to continue in
office.
Resolutions re-appointing them and authorising the Directors to
fix their remuneration will be proposed at the Annual General
Meeting.
PRINCIPAL RISKS AND UNCERTANTIES
As an investment trust, the Company invests in securities for
the long term. The financial investments held as assets by the
Company comprise equity shares (see the Schedule of Investments for
a breakdown). As such, the holding of securities, investing
activities and financing associated with the implementation of the
investment policy involves certain inherent risks. Events may occur
that could result in either a reduction in the Company’s net assets
or a reduction of revenue profits available for distribution.
Set out below are the principal risks inherent in the Company’s
activities along with the actions taken to manage them. The Board
reviews and agrees policies for managing these risks and these
policies have remained substantially unchanged since 30th April 2006.
Performance
The Board regularly monitors the Company’s investment
performance against a number of indices and the peer group.
Discount
A disproportionate widening of the discount relative to the
Company’s peers could result in loss of value for shareholders. The
Board reviews the discount level regularly. The introduction of the
Redemption Facility has improved the liquidity in the Company’s
shares and helps to narrow the discount to the NAV at which the
shares trade.
The Company operates a shareholder approved discount control
mechanism whereby the Company will hold a continuation vote if the
shares have traded, on average, at a discount of more than 10% to
the Net Asset Value per share during any rolling 90 day period, in
normal market conditions. If the obligation to hold a continuation
vote is triggered, the vote will be held no later than the next
practicable annual general meeting of the Company. As of the date
of this report, the continuation vote has not been triggered.
Regulatory
The Company operates in a complex regulatory environment and
faces a number of regulatory risks. Breaches of regulations, such
as Section 1158 of the Corporation Tax Act 2010, The Companies
(Guernsey) Law, 2008 and the UKLA Listing Rules, could lead to a
number of detrimental outcomes and reputational damage. Section
1158 qualification criteria are continually monitored. The Board
relies on the services of the Administrator, Northern Trust
International Fund Administration Services (Guernsey) Limited and
its professional advisers to ensure compliance with The Companies
(Guernsey) Law, 2008 and the UKLA Listing Rules.
Operational
Like most other investment trust companies, the Company has no
employees. The Company therefore relies upon the services provided
by third parties and is dependent on the control systems of the
Investment Manager, Investment Adviser and the Company’s
Administrator. The security, for example, of the Company’s assets,
dealing procedures, accounting records and maintenance of
regulatory and legal requirements depends on the effective
operation of these systems. These are regularly tested and
monitored.
Financial
The financial risks faced by the Company are disclosed in Note
18 to the Financial Statements.
CORPORATE GOVERNANCE AND SHAREHOLDER
RELATIONS
Details of the Company’s compliance with corporate governance
best practice, including information on relations with
shareholders, are set out in the Corporate Governance Statement and
this statement forms part of the Directors’ Report.
GOING CONCERN
The Directors believe that the Company has adequate resources to
continue in operational existence for the foreseeable future.
Whilst the Company’s current liabilities exceed its current assets
the Directors do not believe this represents a liquidity risk as
the Company has invested in listed and readily realisable
investments. Whilst the Company may be obliged to hold a
continuation vote in accordance with its discount control
mechanism, the Directors do not believe this should automatically
trigger the adoption of a non-going concern basis in line with AIC
Statement of Recommended Practice which states that it is more
appropriate to prepare financial statements on a going concern
basis unless a continuation vote has already been triggered and
shareholders have voted against continuation. Therefore, the
Directors believe the use of the going concern basis is appropriate
as there are no material uncertainties relating to events or
conditions that may cast significant doubt about the ability of the
Company to continue to meet its ongoing obligations.
ALTERNATIVE INVESTMENT FUND MANAGERS
DIRECTIVE
The Company has entered into the arrangements necessary to
ensure compliance with the AIFM Directive. Following a review of
the Company's management arrangements, the Board approved the
appointment of Tiburon Partners LLP ("Tiburon"), effective
1st August 2014, who had been acting
as the Company's Investment Adviser, as the Company's Alternative
Investment Fund Manager on the terms of and subject to the
conditions of a new Investment Management Agreement between the
Company and Tiburon. The Company's previous Investment Management
Agreement between the Company and AFMG Limited ("AFMG”) has been
terminated, effective 1st August
2014, with AFMG no longer retaining a role in the management
of the Company's assets. Atlantis Investment Research Corporation
("AIRC”) has been re-appointed, effective 1st August 2014, by the Company and Tiburon to
act as Investment Adviser on the terms of and subject to the
conditions of a new Investment Advisory Agreement. Save for the
removal of AFMG from the Company's portfolio management structure,
the contractual terms to which the Company, Tiburon and AIRC are
subject have not changed in substance and, in particular, the
management fee which the Company pays remains unchanged. (Refer to
Note 7 for details of the new Investment Management Agreement)
The Board has also appointed Northern Trust (Guernsey) Limited
(the "Depositary") to act as the Company's depositary (as required
by the AIFM Directive), effective 1st August
2014, on the terms and subject to the conditions of a
Depositary Agreement between the Company, Tiburon and the
Depositary. (Refer to Note 8 for details of the Depositary
Agreement). Due to legislative and regulatory changes introduced by
virtue of the AIFM Directive, the Company has also amended and
re-stated its administration agreement with Northern Trust
International Fund Administration Services (Guernsey) Limited.
FOREIGN ACCOUNT TAX COMPLIANCE ACT
For purposes of the US Foreign Account Tax Compliance Act, the
Company registered with the US Internal Revenue Service (“IRS”) as
a Guernsey reporting Foreign Financial Institution (“FFI”),
received a Global Intermediary Identification Number, and can be
found on the IRS FFI list under the link
http://apps.irs.gov/app/fatcaFfiList/flu.jsf.
The Company is subject to Guernsey regulations and guidance
based on reciprocal information sharing inter-governmental
agreements which Guernsey has entered into with the United Kingdom
and the United States of America. The Board will take the necessary
actions to ensure that the Company is compliant with Guernsey
regulations and guidance in this regard.
Noel
Lamb
Andrew Martin
Smith
Chairman
Director
26th August 2015
Directors’
Remuneration Report
The Board has approved this report, in accordance with the rules
covering good communication to shareholders. An ordinary resolution
for the approval of this report will be put to the members at the
forthcoming Annual General Meeting.
REMUNERATION COMMITTEE
The Board as a whole fulfils the function of a Remuneration
Committee. The Company’s financial adviser, corporate broker and
company secretary, will be asked to provide advice when the
Directors consider the level of Directors’ fees.
POLICY ON DIRECTORS’ FEES
The Board’s policy is that the remuneration of non-executive
Directors should reflect the experience of the Board as a whole and
be fair and comparable to that of other investment trusts that are
similar in size, have a similar capital structure and have a
similar investment objective.
The fees for the non-executive Directors are determined within
the limits of £200,000 set out in the Company’s Articles of
Incorporation. The Directors are not eligible for bonuses, pension
benefits, share options, long-term incentive schemes or other
benefits.
DIRECTORS’ SERVICE CONTRACTS
It is the Board’s policy that none of the Directors have a
service contract. Directors are appointed initially until the
following Annual General Meeting when, under the Company’s Articles
of Incorporation it is required that they be re-elected by
shareholders. Thereafter two directors shall retire by rotation, or
if only one director is subject to retire by rotation he shall
retire. The retiring directors will then be eligible for
reappointment having been considered for reappointment by the
Chairman and other directors.
COMPANY’S PERFORMANCE
For the purpose of this report the Board is required to select
an index against which the Company’s performance can be measured.
Although performance is not measured against a single benchmark the
Topix TR (USD) and the Tokyo Second Market (USD) have been selected
for this purpose. The graphs below show the company price and total
return over five years and from inception (assuming all dividends
are reinvested) to ordinary shareholders against the Topix TR (USD)
and the Tokyo Second Market TR (USD) on a total return basis until
30th April 2015.
DIRECTORS’ EMOLUMENTS FOR THE YEAR
Directors’ emoluments are paid in sterling. The Directors who
served in the year received the following emoluments in the form of
fees:
|
|
|
|
|
Year ended |
Year ended |
|
|
|
|
|
30th April 2015 |
30th April 2014 |
Regular fees |
|
|
|
£ |
£ |
*Timothy Guinness |
|
|
|
- |
30,000 |
**Noel
Lamb |
|
|
|
30,000 |
25,000 |
Eric Boyle |
|
|
|
|
25,000 |
25,000 |
Andrew
Martin Smith |
|
|
|
27,500 |
27,500 |
Takeshi
Murakami |
|
|
|
25,000 |
25,000 |
***Philip Ehrmann |
|
|
|
25,000 |
6,250 |
|
|
|
|
|
132,500 |
138,750 |
*Timothy Guinness retired on 30th April 2014.
**Noel Lamb’s annual fees increased to £30,000 following his
appointment as Chairman on 1st May 2014.
***Philip Ehrmann’s annual fees increased to £25,000 as he was
appointed as a Director on 25th October
2013 and therefore only received a quarter of his annual fee
entitlement during the year ended 30th April
2014.
The following one-off additional payments were approved and paid
during the year ended 30th April 2015
for the extra work engaged in by the Board in relation to arranging
the change of Investment Manager and the preparation and review of
documentation relating to introduction of the annual Subscription
Right.
|
|
|
|
|
Year ended |
|
|
|
|
|
30th April 2015 |
Additional fees |
|
|
|
£ |
Noel Lamb |
|
|
|
|
12,000 |
Eric Boyle |
|
|
|
|
10,000 |
Andrew
Martin Smith |
|
|
|
10,000 |
Philip
Ehrmann |
|
|
|
8,000 |
|
|
|
|
|
40,000 |
DIRECTORS’ INTERESTS
The Directors served throughout the year under review.
Certain Directors had a beneficial interest in the Company by
way of their investment in the ordinary shares of the Company.
The details of these interests as at 30th
April 2015 and 30th April 2014
are as follows:
|
|
|
|
Ordinary Shares |
|
Ordinary Shares |
|
|
|
|
2015 |
|
2014 |
*Timothy
Guinness |
|
|
|
- |
|
100,000 |
Andrew Martin
Smith |
|
|
|
25,000 |
|
25,000 |
Noel Lamb |
|
|
|
10,000 |
|
10,000 |
*Timothy Guinness retired on 30th April
2014
The above interests were unchanged at the date of this
report.
There were no relevant contracts in force during or at the end
of the year in which any Director had an interest. There are no
service contracts in issue in respect of the Company’s
Directors.
No Directors had a non-beneficial interest in the Company during
the year under review.
DISCLOSURE OF DIRECTORSHIPS IN PUBLIC
COMPANIES LISTED ON RECOGNISED STOCK EXCHANGES
The following summarises the Directors’ directorships in other
public companies:
Company
Name |
|
|
|
|
|
Stock
Exchange |
|
|
|
|
|
|
|
A. Martin
Smith |
|
|
|
|
|
|
TR European Growth
Plc |
|
|
|
|
|
London |
M & G High
Income Investment Trust Plc |
|
|
|
|
|
London |
None of the other Directors held directorships in other public
companies:
APPROVAL
A resolution for the approval of the Directors’ Remuneration
Report for the year ended 30th April
2015 will be proposed at the Annual General Meeting.
By order of the Board
Noel
Lamb
Andrew Martin
Smith
Chairman
Director
26th August 2015
Corporate
Governance
INTRODUCTION
The following Corporate Governance statement forms part of the
Directors’ Report (DTR 7.2.1). The Board of the
Company has considered the principles and recommendations of
the AIC Code of Corporate Governance (“AIC Code”) by reference to
the AIC Corporate Governance Guide for investment Companies (“AIC
Guide”). The AIC Code, as explained by the AIC Guide, addresses all
the principles set out in the UK Corporate Governance Code 2012, as
well as setting out additional principles and recommendations on
issues that are of specific relevance to the Company.
On 22nd January 2013, the
Financial Reporting Council provided the AIC with an updated
endorsement letter to cover the fifth edition of the AIC Code. The
endorsement confirms that by following the AIC Code investment
company boards should fully meet their obligations in relation to
the UK Corporate Governance Code and paragraph LR 9.8.6 of the
Listing Rules.
The Company follows the Guernsey Financial Services Commission
("GFSC") Code of Corporate Governance (the "GFSC Code"). The GFSC
Code provides a framework that applies to all entities licensed by
the GFSC or which are registered or authorised as a collective
investment scheme. Companies reporting against the UK Corporate
Governance Code or the AIC Code are deemed to comply with the GFSC
Code.
The Company has complied with the recommendations of the AIC
Code and the relevant provisions of the UK
Corporate Governance Code, except as set out below.
- the role of the chief executive
- executive directors’ remuneration
- the need for an internal audit function
- the whistle blowing policy
For the reasons set out in the AIC Guide, and as explained in
the UK Corporate Governance Code, the Board considers these
provisions are not relevant to the position of the Company, being
an externally managed investment company. The Company has therefore
not reported further in respect of these provisions. The Directors
are non-executive and the Company does not have employees, hence no
whistle-blowing policy is required.
THE BOARD
Disclosures under Principle 5 of the
AIC Code
The Board comprises five independent non-executive directors
including the Chairman, Noel Lamb, who was appointed on
31st May 2014. Due to the size of the
Company, the nature of its activities and the fact that all of the
directors are independent, the Board does not consider it necessary
to appoint a senior independent director.
The Board has not appointed a remuneration committee but
comprising wholly independent directors, the whole Board considers
these matters regularly. The Board considers agenda items formally
laid out in the Notice and Agenda, which are formally circulated to
the Board in advance of the meeting as part of the Board
papers.
The primary focus at Board Meetings is a review of investment
performance and associated matters such as the discount,
redemptions, gearing, asset allocation, marketing and investor
relations, peer group information and industry issues. There were 6
board meetings (2013-2014: 4) and 1 audit committee meeting
(2013-2014: 2) held during the accounting year 1st May 2014 to 30th April
2015. The table below shows the number of formal meetings
attended by each director during the accounting year.
Director
Board Meetings Attended
Audit Committee Meetings
Attended
Eric
Boyle
5
1
Andrew Martin Smith
6
1
Takeshi Murakami
5
n/a
Noel
Lamb
6
1
Philip Ehrmann
6
1
In addition to the meetings held above there were also 6 other
committee meetings held during the year in relation to the
introduction of the annual Subscription Right, the amendment of the
Redemption Facility and other operational matters.
Directors are appointed initially until the following Annual
General Meeting when, under the Company’s Articles of Incorporation
it is required that they be re-elected by shareholders. Thereafter
two directors shall retire by rotation, or if only one director is
subject to retire by rotation he shall retire. The retiring
directors will then be eligible for reappointment having been
considered for reappointment by the Chairman and other
directors.
The Board evaluates its performance and considers the tenure of
each director on an annual basis, and considers that the mix of
skills, experience, ages and length of service to be appropriate to
the requirements of the Company.
When considering succession planning, the Board bears in mind
the balance of skills, knowledge, and experience and diversity
existing on the Board. The Board has noted amendments to the UK
Code to strengthen the principle on boardroom diversity following
the Davies Report. The Board considers diversity as part of the
annual performance evaluation and it is felt that there is a range
of backgrounds and each director brings different qualities to the
Board and its discussions. It is not felt appropriate for the
Company to have set targets in relation to diversity; candidates
will be assessed in relation to the relevant needs of the Company
at the time of appointment. A good knowledge of investment
management generally, Japan investment management specifically and
investment trust industry matters and sophisticated investor
concerns relevant to this company will nevertheless remain the key
criteria by which new Board candidates will be sought. The Board
will recommend when the recruitment of additional non-executive
directors is required. Once a decision is made to recruit
additional directors to the Board each director is invited to
submit nominations and these are considered in accordance with the
Board’s agreed procedures. The Board may also use external agencies
as and when the requirement to recruit an additional Board member
becomes necessary.
Having served on the Board for more than nine years Mr Eric
Boyle and Mr Andrew Martin Smith are subject to annual re-election
in accordance with the UK Corporate Governance Code and both
directors will offer themselves for re-election. The Board
considers that Messrs Boyle’s and Martin Smith’s length of service
and breadth of experience enhances the effective management of the
Company. In addition Mr Noel Lamb will retire by rotation in
accordance with the Articles of Incorporation and offers himself
for re-election. The Board confirms the performance of all
directors has been subject to formal evaluation and that they
continue to be effective in their role. The Board firmly recommends
to shareholders that all directors should be re-elected.
There is an agreed procedure for directors to take independent
professional advice if necessary, and at the Company’s expense.
This is in addition to the access which every director has to the
advice of the Company Secretary.
The Company has taken out insurance with Chubb Insurance Company
of Europe in respect of the directors liability. For the year
1st May 2014 to 30th April 2015 the charge was £17,485.
INTERNAL CONTROLS
The Board has delegated the responsibility for the management of
the Company’s investment portfolio, the provision of custody
services and the administration, registrar and corporate
secretarial functions including the independent calculation of the
Company’s Net Asset Value and the production of the Annual Report
and Financial Statements which are independently audited. Whilst
the Board delegates responsibility, it retains responsibility for
the functions it delegates out and is responsible for the risk
management and systems of internal control. Formal contractual
agreements have been put in place between the Company and providers
of these services.
The Board directly on an ongoing basis and via its Audit
Committee has implemented a system to identify and manage the risks
inherent in such contractual arrangements by assessing and
evaluating the performance of the service providers including
financial, operational and compliance controls and risk management
systems. On an ongoing basis compliance reports are provided at
each Board Meeting from the Administrator, Northern Trust
International Fund Administration Services (Guernsey) Limited and
the Audit Committee reviews the SOC 1 report on this service
provider.
The extent and quality of the systems of internal control and
compliance adopted by the Investment Manager and the Investment
Adviser are also reviewed on a regular basis, and the primary focus
at each Board Meeting is a review of investment performance and
associated matters such as gearing, asset allocations, marketing
and investment relations, peer group information and industry
issues. The Board also closely monitors the level of discount and
has the ability to buy back shares in the market.
The Board believes that it has implemented an effective system
for the assessment of risk, but the Company has no staff, has no
internal audit function and can only give reasonable but not
absolute assurance that there has been no material financial
misstatement or loss.
COMMITTEES
The Board has established an Audit Committee which is described
below.
The Board has not appointed a Management Engagement Committee or
Nomination Committee but has chosen to assess and review the
performance of the Board and contractual arrangements with the
Investment Manager and Investment Adviser on an annual basis by the
entire Board who are independent non-executive directors.
Details of the Investment Management Agreement are shown in Note 7
to the Financial Statements.
Audit Committee
The Audit Committee operates within defined terms of reference.
The Audit Committee’s responsibilities include, but are not limited
to:
- Review of draft annual and interim report and financial
statements.
- Review of independence, objectivity, qualifications and
experience of the Auditors.
- Review of audit fees.
The Audit Committee is appointed by the Board and comprises Mr
Martin Smith as Chairman, Mr Ehrmann, Mr Boyle and Mr Lamb.
In accordance with the AIC Code, the Board has determined that
Mr Martin Smith has recent and relevant financial experience. All
other members of the Audit Committee are deemed to have the
necessary ability and experience to understand the Financial
Statements.
The function of the Audit Committee is to ensure that the
Company maintains the highest standards of integrity, financial
reporting and internal control.
The Audit Committee meets with the Company’s external auditors
annually to review the Audited financial statements.
The Audit Committee meets at least twice a year and may meet
more frequently if the Audit Committee deems necessary or if
required by the Company’s Auditors.
The Company’s Auditors are advised of the timing of the Audit
Committee Meetings. The Audit Committee has access to the
Compliance officers of the Investment Adviser, the Administrator
and the Custodian.
The Company Secretary is the Secretary of the Audit Committee
and attends all Meetings of the Audit Committee.
The Audit Committee is satisfied that auditor objectivity and
independence is not impaired by the performance by PwC CI LLP of
non-audit tax services, which cover UK tax compliance services. The
Audit Committee considers that the appointment of a third party
unfamiliar with the Company to carry out non-audit services of UK
tax compliance would not benefit shareholders since they would
incur unnecessary additional expense.
The Audit Committee is authorised by the Board to investigate
any activity within its terms of reference. It is authorised to
obtain outside legal or other independent professional advice and
to secure the attendance of outsiders with relevant experience and
expertise if it considers this necessary.
SHAREHOLDER RELATIONS
The Board monitors the trading activity and shareholder profile
on a regular basis and maintains contact with the Company’s
stockbroker to ascertain the views of shareholders. Shareholders
where possible are contacted directly on a regular basis, and
shareholders are invited to attend the Company’s Annual General
Meeting in person and ask questions of the Board of Directors and
Investment Adviser. Following the Annual General Meeting each year
the Investment Adviser gives a presentation to the
shareholders.
The Company reports to shareholders twice a year and a proxy
voting card is sent to shareholders with the Annual Report and
Financial Statements. The Registrar monitors the voting of the
shareholders and proxy voting is taken into consideration when
votes are cast at the Annual General Meeting. Shareholders may
contact the Directors via the Company Secretary.
EVALUATION OF PERFORMANCE OF
INVESTMENT MANAGER
The investment performance is reviewed at each regular Board
meeting at which representatives of the Investment Manager are
required to provide answers to any questions raised by the Board.
The Board has instigated an annual formal review of the Investment
Manager which includes consideration of:
- performance compared with benchmark and peer group;
- investment resources dedicated to the Company;
- investment management fee arrangements and notice period
compared with peer group; and
- marketing effort and resources provided to the Company.
In the opinion of the Directors the continuing appointment of
the Investment Manager on the terms agreed is in the interests of
the Company’s shareholders as a whole.
By order of the Board
Noel
Lamb
Andrew Martin
Smith
Chairman
Director
26th August 2015
Audit Committee
Report
We present the Audit Committee's Report, setting out the
responsibilities of the Audit Committee and its key activities for
the year ended 30th April 2015.
The Audit Committee has continued its detailed scrutiny of the
appropriateness of the Company’s system of risk management and
internal controls, the robustness and integrity of the Company’s
financial reporting, along with the external audit process. The
Committee has devoted time to ensuring that controls and processes
have been properly established, documented and implemented.
During the course of the year, the information that the Audit
Committee has received has been timely and clear and has enabled
the Audit Committee to discharge its duties effectively.
The Audit Committee supports the aims of the UK Corporate
Governance Code (the “Code”) and the best practice recommendations
of other corporate governance organisations such as the Association
of Investment Companies (“AIC”), and believes that reporting
against the revised AIC Code allows the Audit Committee to further
strengthen its role as a key independent oversight Committee.
Role and Responsibilities
The primary function of the Audit Committee is to assist the
Board in fulfilling its oversight responsibilities. This includes
reviewing the financial reports and other financial information
before publication.
In addition, the Audit Committee reviews the systems of internal
controls on a continuing basis that the Investment Manager and the
Board have established with respect to finance, accounting, risk
management, compliance, fraud and audit. The Committee also reviews
the accounting and financial reporting processes, along with
reviewing the roles, independence and effectiveness of the external
auditor.
The ultimate responsibility for reviewing and approving the
Annual Report and other Financial Statements remains with the
Board.
The Audit Committee's full terms of reference can be obtained by
contacting the Company's Administrator.
Risk Management and Internal
Control
The Board, as a whole, including the Audit Committee members,
considers the nature and extent of the Company’s risk management
framework and the risk profile that is acceptable in order to
achieve the Company’s strategic objectives. As a result, it is
considered that the Board has fulfilled its obligations under the
Code.
The Audit Committee continues to be responsible for reviewing
the adequacy and effectiveness of the Company’s on-going risk
management systems and processes. Its system of internal controls,
along with its design and operating effectiveness, is subject to
review by the Audit Committee through reports received from the
Investment Manager, Investment Adviser and Depositary, along with
those from the Administrator and external auditor.
The Audit Committee has reviewed the need for an internal audit
function and has decided that the systems and procedures employed
by the Investment Manager, Investment Adviser, Administrator and
Depositary provide sufficient assurance that a sound system of risk
management and internal control, which safeguards shareholders’
investments and the Company’s assets, is maintained. An internal
audit function is therefore considered unnecessary.
Fraud, Bribery and Corruption
The Audit Committee has relied on the overarching requirement
placed on all service providers under the relevant agreements to
comply with applicable law. The Audit Committee reviews the service
provider policies and receives a confirmation from all service
providers that there have been no instances of fraud or
bribery.
Financial Reporting and Significant
Financial Issues
The Audit Committee assesses whether suitable accounting
policies have been adopted and whether the Investment Manager has
made appropriate estimates and judgements. The Audit Committee
reviews accounting papers prepared by the Investment Manager and
Administrator which provide details on the main financial reporting
judgements.
The Audit Committee also reviews reports by the external
auditors which highlight any issues with respect to the work
undertaken on the audit.
The significant issues considered during the year by the Audit
Committee in relation to the Financial Statements and how they were
addressed are detailed below:
(i) Valuation of Investments:
The Company’s investments had a fair value of $101,842,822 as at 30th
April 2015 and represent a substantial portion of assets of
the Company. As such this is the largest factor in relation to the
consideration of the Financial Statements. These investments are
valued in accordance with the Accounting Policies set out in Note 2
(f) to the Financial Statements. The Audit Committee considered the
valuation of the investments held by the Company as at 30th April 2015 to be reasonable from information
provided by the Investment Manager, Investment Adviser, Depositary
and Administrator on their processes for the valuation of these
investments.
(ii) Income Recognition:
The Audit Committee considered the calculation of income from
investments recorded in the Financial Statements as at 30th April 2015. Income from investments is
calculated in accordance with the Accounting Policies set out in
Note 2 (d) to the Financial Statements. The Audit Committee
reviewed the Investment Manager's process for calculating income
from investments and found it to be reasonable based on the
explanations provided and information obtained from the Investment
Manager. The Audit Committee was therefore satisfied that income
was correctly stated in the Financial Statements.
Following a review of the presentations and reports from the
Investment Manager and Administrator and consulting where necessary
with the external auditor, the Audit Committee is satisfied that
the Financial Statements appropriately address the critical
judgements and key estimates (both in respect of the amounts
reported and the disclosures). The Audit Committee is also
satisfied that the significant assumptions used for determining the
value of assets and liabilities have been appropriately
scrutinised, challenged and are sufficiently robust.
(iii) Change to Functional Currency
During the year ended 30th April
2015, having consulted with the Company’s Auditors, a
decision was made by the Directors to change the functional
currency from USD to GBP. It was acknowledged that the Company’s
share register had changed from having a base of US investors to
having a base of primarily UK investors and that the Company’s
price quotation on the London Stock Exchange had been changed to
GBP. These two changes led to the decision to change the functional
currency from USD to GBP. The presentation currency remains
unchanged as USD.
In accordance with the Accounting Policies set out in Note 2 (f)
to the Financial Statements, on initial recognition, investments
are recognised at cost and then are subsequently revalued at fair
value through profit or loss. When investments are acquired and
disposed of in parts their cost is calculated using the weighted
average cost method. To provide an accurate translation of realised
and unrealised gains/losses on investments held at fair value in
the new functional currency an analysis on a transaction by
transaction, and investment by investment basis would be required.
Given the lack of availability of underlying information and volume
of transactions this analysis is impractical and therefore gains
and losses on investments at fair value are based on a USD
functional and presentational currency basis in the current
year.
Although these realised and unrealised gains and losses on
investments held at fair value have not been translated using GBP
as the functional currency any resulting differences would have
been reflected as currency translation adjustments and reclassified
to the Capital reserve in the Statement of Changes In Equity.
Accordingly, there would have been no impact on the Net Asset Value
of the Company.
A restatement of the prior year as a result of the changes in
the functional currency to GBP from USD has not been practical for
the same reasons as detailed above.
(iv) Review of the Financial Statements
At the request of the Audit Committee, the Administrator
confirmed that, with the exception of the possible effects of the
matter described above, it was not aware of any material
misstatements, including matters relating to Financial Statement
presentation. At the Audit Committee meeting to review the Annual
Report and Audited Financial Statements, the Audit Committee
received and reviewed a report on the audit from the external
auditors. On the basis of its review of this report, the Audit
Committee is satisfied that the external auditor has fulfilled its
responsibilities with diligence and professional scepticism. The
Audit Committee advised the Board that this Annual Report and
Financial Statements, taken as a whole, with the exception of the
possible effects of the matter described above, are fair, balanced
and understandable and provide the information necessary to
shareholders to assess the Company’s performance, business model,
and strategy.
The Audit Committee is satisfied that the judgements made by the
Investment Manager and Administrator are reasonable, and that
appropriate disclosures have been included in the Financial
Statements.
External Auditors
The Audit Committee has responsibility for making a
recommendation on the appointment, reappointment and removal of the
external auditors. On 13 January
2015, the Company appointed PwC CI LLP as its new external
auditors.
During the year the Audit Committee received and reviewed audit
plans and reports from the external auditors. To assess the
effectiveness of the external audit process, the auditors were
asked to articulate the steps that they have taken to ensure
objectivity and independence, including where the auditor provides
non-audit services. The Audit Committee also reviewed the work done
during the year by the external auditors both as part of the audit
process and on non-audit matters and from time to time compares
their effectiveness as well as their costs with the benefit of the
experience they have had in other investment management houses and
relevant contexts. These steps enable the Audit Committee to
monitor the auditors’ performance, behaviour and effectiveness
during the exercise of their duties, which informs the decision to
recommend reappointment on an annual basis. The Audit Committee
under its terms of reference reviews the appointment and
re-appointment of the external auditor typically at its December
meeting in advance of the reviewing the audit approach for the
Annual Report and Financial Statements.
As a general rule, the Company does not utilise external
auditors for internal audit purposes, secondments or valuation
advice. Services which do not compromise auditor independence, such
as tax compliance, tax structuring, private letter rulings,
accounting advice, quarterly reviews and disclosure advice are
normally permitted but will be pre-approved by the Audit
Committee.
The following table summarises the remuneration paid for audit
and non-audit services during the year ended 30th April 2015 and the year ended 30th April 2014.
|
|
|
|
|
|
For
the year ended 30th April 2015 |
|
|
|
|
|
|
$ |
Annual audit |
|
|
|
|
|
49,649 |
Tax
consulting and compliance services |
|
|
|
|
3,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the year ended 30th April 2014 |
|
|
|
|
|
|
$ |
Annual audit |
|
|
|
|
|
36,074 |
Tax
consulting and compliance services |
|
|
|
|
4,977 |
For any questions on the activities of the Audit Committee not
addressed in the foregoing, a member of the Audit Committee will
attend each Annual General Meeting to respond to such
questions.
The Audit Committee Report was approved on 26th August 2015 and signed on behalf by:
Andrew Martin Smith
Chairman, Audit Committee
Depositary
Statement
For the period from 1st August 2014 to 30th
April 2015
Report of the Depositary to the
Shareholders
Northern Trust (Guernsey) Limited has been appointed as
Depositary, effective 1st August
2014, to Atlantis Japan Growth Fund Limited (the
“Company”) in accordance with the requirements of Article 36 and
Articles 21(7), (8) and (9) of the Directive 2011/61/EU of the
European Parliament and of the Council of 8
June 2011 on Alternative Investment Fund Managers and
amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC)
No 1060/2009 and (EU) No 1095/2010 (the “AIFM Directive”).
We have enquired into the conduct of Tiburon Partners LLP (the
“AIFM”) for the period from 1st August
2014 to 30th April 2015, in
our capacity as Depositary to the Company.
This report including the review provided below has been
prepared for and solely for the shareholders in the Company. We do
not, in giving this report, accept or assume responsibility for any
other purpose or to any other person to whom this report is
shown.
Our obligations as Depositary are stipulated in the relevant
provisions of the AIFM Directive and the relevant sections of
Commission Delegated Regulation (EU) No 231/2013 (collectively the
“AIFMD legislation”).
Amongst these obligations is the requirement to enquire into the
conduct of the AIFM and the Company and their delegates in each
annual accounting period.
Our report shall state whether, in our view, the Company has
been managed in that period in accordance with the AIFMD
legislation. It is the overall responsibility of the AIFM to comply
with these provisions. If the AIFM or their delegates have not so
complied, we, as the Depositary, will state why this is the case
and outline the steps which we have taken to rectify the
situation.
Basis of Depositary Review
The Depositary conducts such reviews as it, in its reasonable
discretion, considers necessary in order to comply with its
obligations and to ensure that, in all material respects, the
Company has been managed (i) in accordance with the limitations
imposed on its investment and borrowing powers by the provisions of
its constitutional documentation and the appropriate regulations
and (ii) otherwise in accordance with the constitutional
documentation and the appropriate regulations. Such reviews vary
based on the type of Company, the assets in which a Company invests
and the processes used, or experts required, in order to value such
assets.
Review
In our view, the Company has been managed during the period, in
all material respects:
(i) in accordance with the limitations imposed on the investment
and borrowing powers of the Company by the constitutional document;
and by the AIFMD legislation; and
(ii) otherwise in accordance with the provisions of the
constitutional document and the AIFMD legislation.
For and on behalf of
Northern Trust (Guernsey) Limited
26th August 2015
Independent
Auditor’s Report to the Members of
Atlantis Japan
Growth Fund Limited
For the year ended 30th April 2015
Report on the Financial Statements
We have audited the accompanying financial statements of
Atlantis Japan Growth Fund (the “Company”) which comprise the
Statement of Financial Position as of 30th
April 2015 and the Statement of Comprehensive Income, the
Statement of Changes in Equity and the Statement of Cash Flows for
the year then ended and a summary of significant accounting
policies and other explanatory information.
Directors’ Responsibility for the
Financial Statements
The directors are responsible for the preparation of financial
statements that give a true and fair view in accordance with
International Financial Reporting Standards as adopted by the
European Union and with the requirements of Guernsey law. The
directors are also 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.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with International Standards on Auditing. Those Standards require
that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance whether the Financial
Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors’ judgement, including
the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the
financial statements 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 entity’s internal
control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion.
Qualified Opinion
In our opinion, except for the possible effects of the matter
described in the Basis for our qualified opinion paragraph below,
the financial statements give a true and fair view of the financial
position of the Company as of 30th April
2015, and of its financial performance and its cash flows
for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union and have been
properly prepared in accordance with the requirements of The
Companies (Guernsey) Law, 2008.
Basis for our qualified opinion
As detailed in note 3, during the year there has been a change
in the application of functional currency from US Dollars ("USD")
to pounds sterling ("GBP"). This change has not been applied to Net
gains on investments held at fair value through profit or loss and
the Capital reserve in the statement of financial position because
the lack of underlying information and volume of transactions means
that it cannot be estimated reliably. Given the fact the company
has not been able to estimate this amount reliably we have not been
able to obtain sufficient audit evidence for us to audit the
potential impact of the functional currency change on these line
items.
Report on other Legal and Regulatory
Requirements
We read the other information contained in the Annual Report and
consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the
financial statements. The other information is as per the table of
contents.
In our opinion the information given in the Directors’ Report is
consistent with the financial statements.
This report, including the opinion, has been prepared for, and
only for, the Company’s members as a body in accordance with
Section 262 of The Companies (Guernsey) Law, 2008 and for no other
purpose. We do not, in giving this opinion, accept or assume
responsibility for any other purpose or to any other person to whom
this report is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
Matters on which we are required to
report by exception
We have nothing to report in respect of the following matters
which we are required to review under the Listing Rules:
- the directors’ statement in relation to going concern;
- the part of the Corporate Governance Statement relating to the
Company’s compliance with the ten provisions of the UK Corporate
Governance Code specified for our review; and
- certain elements of the report to shareholders by the Board on
Directors’ remuneration.
Evelyn Brady
For and on behalf of
PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognised Auditor
Guernsey, Channel Islands
27th August 2015
- The maintenance and integrity of the Company’s website is the
responsibility of the Directors; 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.
Statement of
Comprehensive Income
For the year ended 30th April 2015
|
|
2015 |
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
Capital |
Total |
|
Revenue |
Capital |
Total |
Notes |
|
$'000 |
$'000 |
$'000 |
|
$'000 |
$'000 |
$'000 |
|
Income |
|
|
|
|
|
|
|
4 |
Net gains on
investments held at fair value through profit or loss |
- |
15,709 |
15,709 |
|
- |
- |
- |
|
Net gains on
foreign exchange |
- |
478 |
478 |
|
- |
335 |
335 |
|
Dividend
income |
1,987 |
- |
1,987 |
|
2,223 |
- |
2,223 |
|
|
|
|
|
|
|
|
|
|
|
1,987 |
16,187 |
18,174 |
|
2,223 |
335 |
2,558 |
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
4 |
Net losses on
investments held at fair value through profit or loss |
- |
- |
- |
|
- |
1,551 |
1,551 |
5 |
Investment
management fee |
892 |
- |
892 |
|
944 |
- |
944 |
6 |
Depositary
fees |
118 |
- |
118 |
|
71 |
- |
71 |
7 |
Administration
fees |
143 |
- |
143 |
|
150 |
- |
150 |
|
Redemption facility
expenses |
8 |
- |
8 |
|
20 |
- |
20 |
7 |
Registrar and
transfer agent fees |
7 |
- |
7 |
|
16 |
- |
16 |
8 |
Directors' fees and
expenses |
345 |
- |
345 |
|
323 |
- |
323 |
|
Insurance fees |
15 |
- |
15 |
|
28 |
- |
28 |
|
Audit fee |
43 |
- |
43 |
|
56 |
- |
56 |
|
Printing and
advertising fees |
57 |
- |
57 |
|
38 |
- |
38 |
9 |
Legal and
professional fees |
563 |
- |
563 |
|
172 |
- |
172 |
|
Listing fees |
1 |
- |
1 |
|
13 |
- |
13 |
|
Miscellaneous
expenses |
41 |
- |
41 |
|
27 |
- |
27 |
|
|
|
|
|
|
|
|
|
|
|
2,233 |
- |
2,233 |
|
1,858 |
1,551 |
3,409 |
|
|
|
|
|
|
|
|
|
|
Finance
cost |
|
|
|
|
|
|
|
|
Interest expense
and bank charges |
180 |
- |
180 |
|
155 |
- |
155 |
|
|
|
|
|
|
|
|
|
|
(Loss)/profit
before taxation |
(426) |
16,187 |
15,761 |
|
210 |
(1,216) |
(1,006) |
|
|
|
|
|
|
|
|
|
10 |
Taxation |
(304) |
- |
(304) |
|
(267) |
- |
(267) |
|
(Loss)/profit and total comprehensive income/(loss) for the
year |
|
|
|
|
|
|
|
|
(730) |
16,187 |
15,457 |
|
(57) |
(1,216) |
(1,273) |
|
|
|
|
|
|
|
|
|
|
Basic and diluted (deficit)/earnings per ordinary share |
|
|
|
|
|
|
|
11 |
$(0.017) |
$0.383 |
$0.366 |
|
$(0.001) |
$(0.026) |
$(0.027) |
|
|
|
|
|
|
|
|
|
All of the Company’s income and expenses are included in the
above profit/loss for the year and therefore the profit for the
year is also the Company’s comprehensive profit for the year, as
defined by IAS 1(revised). In arriving at the result for the year,
all amounts above relate to continuing activities.
The total column in 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.
The notes form part of these
financial statements
Statement of
Changes In Equity
For the year ended 30th April 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
Capital |
|
Reserve/ |
|
|
|
|
|
Ordinary Share |
|
Share |
|
Revenue |
|
Reserve/ |
|
Reserve/ |
|
Exchange |
|
|
|
|
|
Capital |
|
Premium |
|
Reserve |
|
Realised |
|
Unrealised |
|
Differences |
|
Total |
Notes |
|
|
$'000 |
|
$'000 |
|
$'000 |
|
$'000 |
|
$'000 |
|
$'000 |
|
$'000 |
|
Balances at 1st May 2014 |
- |
|
- |
|
(24,111) |
|
109,657 |
|
10,173 |
|
(11,633) |
|
84,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements during the year |
|
|
|
|
|
|
|
|
|
|
|
|
18 |
Redemptions |
|
- |
|
(5,788) |
|
- |
|
- |
|
- |
|
- |
|
(5,788) |
|
Shares bought into
treasury |
|
- |
|
- |
|
(1,537) |
|
- |
|
- |
|
- |
|
(1,537) |
|
Proceeds from
reissue of treasury shares |
|
- |
|
- |
|
383 |
|
- |
|
- |
|
- |
|
383 |
|
Transfer from
capital reserve |
|
- |
|
5,788 |
|
- |
|
- |
|
- |
|
- |
|
5,788 |
|
Transfer to share premium |
- |
|
- |
|
- |
|
(5,788) |
|
- |
|
- |
|
(5,788) |
4 |
Net realised gains
on investments held at fair value through profit or loss |
|
- |
|
- |
|
(10,077) |
|
10,077 |
|
- |
|
- |
|
- |
4 |
Net unrealised
gains on investments held at fair value through profit or loss |
|
- |
|
- |
|
(5,632) |
|
- |
|
5,632 |
|
- |
|
- |
|
Gains
on foreign exchange |
- |
|
- |
|
(478) |
|
- |
|
- |
|
478 |
|
- |
|
Reclassification of
gains on foreign exchange on
translation |
|
- |
|
- |
|
- |
|
- |
|
- |
|
908 |
|
908 |
|
Total comprehensive
income |
|
- |
|
- |
|
15,457 |
|
- |
|
- |
|
- |
|
15,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at 30th April 2015 |
- |
|
- |
|
(25,995) |
|
113,946 |
|
15,805 |
|
(10,247) |
|
93,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes form part of these
financial statements
Statement of
Changes In Equity
For the year ended 30th April 2014
|
|
|
|
|
|
|
|
|
Capital |
|
Capital |
|
Reserve/ |
|
|
|
|
|
Ordinary Share |
|
Share |
|
Revenue |
|
Reserve/ |
|
Reserve/ |
|
Exchange |
|
|
|
|
|
Capital |
|
Premium |
|
Reserve |
|
Realised |
|
Unrealised |
|
Differences |
|
Total |
Notes |
|
|
$'000 |
|
$'000 |
|
$'000 |
|
$'000 |
|
$'000 |
|
$'000 |
|
$'000 |
|
Balances at 1st May 2013 |
- |
|
- |
|
(23,951) |
|
100,365 |
|
30,472 |
|
(11,968) |
|
94,918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements during the year |
|
|
|
|
|
|
|
|
|
|
|
|
18 |
Redemptions |
|
- |
|
(9,456) |
|
- |
|
- |
|
- |
|
- |
|
(9,456) |
|
Shares bought into
treasury |
|
- |
|
- |
|
(103) |
|
- |
|
- |
|
- |
|
(103) |
|
Transfer from
capital reserve |
|
- |
|
9,456 |
|
- |
|
- |
|
- |
|
- |
|
9,456 |
|
Transfer to share premium |
- |
|
- |
|
- |
|
(9,456) |
|
- |
|
- |
|
(9,456) |
4 |
Net realised gains
on investments held at fair value through profit or loss |
|
- |
|
- |
|
(18,748) |
|
18,748 |
|
- |
|
- |
|
- |
4 |
Net unrealised
losses on investments held at fair value through profit or
loss |
|
- |
|
- |
|
20,299 |
|
- |
|
(20,299) |
|
- |
|
- |
|
Gains
on foreign exchange |
- |
|
- |
|
(335) |
|
- |
|
- |
|
335 |
|
- |
|
Total
comprehensive loss |
- |
|
- |
|
(1,273) |
|
- |
|
- |
|
- |
|
(1,273) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at 30th April 2014 |
- |
|
- |
|
(24,111) |
|
109,657 |
|
10,173 |
|
(11,633) |
|
84,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes form part of these
financial statements
Statement of
Financial Position
As at 30th
April 2015
|
|
30th April 2015 |
|
30th April 2014 |
Notes |
|
$'000 |
|
$'000 |
|
Non Current
Assets |
|
|
|
12 |
Investments held at
fair value through profit or loss |
101,843 |
|
94,434 |
|
|
|
|
|
|
Current
Assets |
|
|
|
|
Due from
brokers |
2,112 |
|
1,262 |
|
Dividends
receivable |
823 |
|
946 |
|
Prepaid expenses
and other receivables |
73 |
|
- |
|
Cash and cash
equivalents |
1,374 |
|
695 |
|
|
|
|
|
|
|
4,382 |
|
2,903 |
|
|
|
|
|
|
Current
Liabilities |
|
|
|
|
Due to brokers |
(1,891) |
|
(846) |
|
Payables and
accrued expenses |
(316) |
|
(210) |
13 |
Loans payable |
(10,509) |
|
(12,195) |
|
|
|
|
|
|
|
(12,716) |
|
(13,251) |
|
|
|
|
|
|
Net Current
Liabilities |
(8,334) |
|
(10,348) |
|
|
|
|
|
17 |
Net
Assets |
93,509 |
|
84,086 |
|
|
|
|
|
|
Equity |
|
|
|
15 |
Ordinary share
capital |
- |
|
- |
15 |
Share premium |
- |
|
- |
|
Revenue
reserve |
(25,995) |
|
(24,111) |
|
Capital
reserve |
119,504 |
|
108,197 |
|
|
|
|
|
17 |
Net Assets
Attributable to Equity Shareholders |
93,509 |
|
84,086 |
|
|
|
|
|
|
Net Asset Value
per Ordinary Share* |
$2.31 |
|
$1.92 |
|
|
|
|
|
*Based on the Net Asset Value at the year end divided by the
number of shares in issue: 40,455,909 (30th
April 2014 – 43,894,158) (See Note 17)
Approved by the Board of Directors on 26th August 2015 and signed on its behalf by:
Noel
Lamb
Andrew Martin
Smith
Chairman
Directo
The notes form part of these
financial statements
Statement of Cash
Flows
For the year ended 30th April 2015
|
|
|
30th April 2015 |
|
30th April 2014 |
Notes |
|
|
$'000 |
|
$'000 |
|
Reconciliation
of profit/(loss) for the year to net cash flows |
|
|
|
|
|
from operating
activities |
|
|
|
|
|
Profit/(loss)
before taxation |
|
15,761 |
|
(1,006) |
4 |
Net (gains)/losses
on investments held at fair value through profit or loss |
|
(15,709) |
|
1,551 |
|
Net gains on
foreign exchange |
|
(478) |
|
(335) |
|
Interest expense
and bank charges |
|
180 |
|
155 |
|
Decrease/(increase)
in dividends receivable |
|
123 |
|
(126) |
|
(Increase)/decrease in prepaid expenses and other receivables |
(73) |
|
1 |
|
Increase/(decrease)
in payables and accrued expenses |
|
106 |
|
(25) |
10 |
Taxation paid |
|
(304) |
|
(267) |
|
|
|
|
|
|
|
Net cash outflow
from operating activities |
|
(394) |
|
(52) |
|
|
|
|
|
|
|
Investing
Activities |
|
|
|
|
|
Purchase of
investments held at fair value through profit or loss |
|
(81,337) |
|
(69,908) |
|
Sale of
investments held at fair value through profit or loss |
|
89,967 |
|
80,918 |
|
|
|
|
|
|
|
Net cash inflow
from investing activities |
|
8,630 |
|
11,010 |
|
|
|
|
|
|
|
Net cash inflow
before financing |
|
8,236 |
|
10,958 |
|
|
|
|
|
|
|
Cash flows from
financing activities |
|
|
|
|
|
Interest paid |
|
(181) |
|
(125) |
|
Redemptions |
|
(5,788) |
|
(14,336) |
|
Shares bought into
treasury |
|
(1,537) |
|
(103) |
|
Net loans drawn
down |
|
- |
|
3,948 |
|
|
|
|
|
|
|
Net cash outflow
from financing activities |
|
(7,506) |
|
(10,616) |
|
|
|
|
|
|
|
Net increase in
cash and cash equivalents |
|
730 |
|
342 |
|
|
|
|
|
|
|
Exchange
movements |
|
(51) |
|
(250) |
|
|
|
|
|
|
|
Movement in cash
and cash equivalents in the year |
|
679 |
|
92 |
|
|
|
|
|
|
|
Cash and cash
equivalents at beginning of year |
|
695 |
|
603 |
|
|
|
|
|
|
|
Cash and cash
equivalents at end of year |
|
1,374 |
|
695 |
|
|
|
|
|
|
The notes form part of these
financial statements
Notes to the
Financial Statements
For the year ended 30th April 2015
1.
GENERAL
Atlantis Japan Growth Fund Limited (the “Company”) was incorporated
in Guernsey on
13th March 1996. The Company
commenced activities on 10th May
1996.
2. ACCOUNTING
POLICIES
a) Statement of Compliance
The Financial Statements of the Company have, with the exception
of the matter described in the basis for the auditors qualified
opinion paragraph, been prepared in accordance with International
Financial Reporting Standards as adopted by the European Union
(“IFRS”). IFRS comprise standards and interpretations approved by
the European Union and International Accounting Standards, and
Standing Interpretations Committee interpretations approved by the
IASC that remain in effect.
Basis of accounting
The annual Financial Statements have been prepared under the
historical cost convention, as modified by the revaluation of
investments held at fair value through profit or loss
(“investments”), and in accordance with IFRS, and The Association
of Investment Companies (“AIC”) Statement of Recommended Practice
(“SORP”) for Investment Trust Companies and Venture Capital Trusts
to the extent it is not in conflict with IFRS and the Principal
Documents.
The preparation of the Financial Statements in conformity with
IFRS requires management to make judgements, estimates and
assumptions that affect the application of policies and the
reported amounts of assets and liabilities, income and expenses.
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. As at the year
ended 30th April 2015, the Company,
being solely invested in listed equities, did not hold any
investment requiring the use of estimates to determine their
value.
The accounting policies adopted, with the exception of the
changes set out in Note 2 (l), are consistent with those of the
previous financial year and are set out below:
Applicable new standards and
interpretations not yet adopted
IFRS 9 Financial Instruments
IFRS 9, Financial Instruments issued in November 2009 and October
2010, is being issued in phases and introduces new
requirements dealing with recognition, classification, and
measurement and derecognition of financial assets and liabilities.
These chapters are tentatively effective for annual periods
beginning 1st January 2018. Further
chapters dealing with impairment methodology and hedge accounting
are still being developed. The Company’s management have yet to
assess the impact of this new standard on the Company’s Financial
Statements. However, they do not expect to implement IFRS 9 until
all of its chapters have been published and they can
comprehensively assess the impact of all changes.
IFRS 15 Revenue from Contracts with
Customers
IFRS 15, Revenue from contracts with customers deals with
revenue recognition and establishes principles for reporting useful
information to users of Financial Statements about the nature,
amount, timing and uncertainty of revenue and cash flows arising
from an entity’s contracts with customers. Revenue is recognised
when a customer obtains control of a good or service and thus has
the ability to direct the use and obtain the benefits from the good
or service. The standard replaces IAS 18, Revenue and IAS 11,
Construction contracts and related interpretations. The standard is
effective for annual periods beginning on or after 1st January 2017 and earlier application is
permitted subject to EU endorsement. The Company’s management is
assessing the impact of this new standard on the Company’s
Financial Statements.
Accounting standards and amendments to
standards now effective
IAS 32 Amendments – Offsetting
Financial Assets and Financial Liabilities
These amendments to IAS 32 clarify the meaning of “currently has
a legally enforceable right to set-off”. It is applicable for
annual periods beginning on or after 1st
January 2014. The IAS 32 offsetting criteria require the
reporting entity to intend either to settle on a net basis, or to
realise the asset and settle the liability simultaneously. The
amendments clarify those only gross settlement mechanisms with
features that eliminate or result in insignificant credit and
liquidity risk and that process receivables and payables in a
single settlement process or cycle would be, in effect, equivalent
to net settlement and, therefore, meet the net settlement
criterion.
b) Going Concern
The Financial Statements have been prepared on a going concern
basis in line with the Directors belief that it is appropriate to
presume that the Company will continue in business.
c) Presentation of Statement of
Comprehensive Income
In order to better reflect the activities of an investment trust
company supplementary information which analyses the Statement of
Comprehensive Income between items of a revenue and capital nature
has been presented alongside the Statement of Comprehensive
Income.
d) Income Recognition
Dividend income arising on the Company’s investments is
accounted for gross of withholding tax on an ex-dividend basis.
e) Expenses
All expenses are recognised on an accruals basis and have been
charged against revenue.
f) Investments held at fair value
through profit or loss
The Company’s business is investing in securities with a view to
profiting from their total return in the form of income and capital
growth. This portfolio of investments is managed and its
performance evaluated on a fair value basis, in accordance with a
documented investment strategy, and information about the portfolio
is provided internally on that basis to the Company’s Board of
Directors.
Investments are initially recognised at the settlement date of
purchase. Accordingly, upon initial recognition the investments are
designated by the Company as ‘at fair value through profit or
loss’. They are included initially at fair value, which is taken to
be their cost (excluding expenses incidental to the acquisition
which are written off in the Statement of Comprehensive Income, and
allocated to the capital column of the Statement of Comprehensive
Income at the time of acquisition). Subsequently, the investments
are valued at ‘fair value’, which is their mid-market price based
on published price quotations.
Gains and losses on investments are included in the Statement of
Comprehensive Income as capital in accordance with the Accounting
Policies set out in Note 2 (l).
g) Due from and due to brokers
Amounts due from and to brokers represent receivables for
securities sold and payables for securities purchased that have
been contracted for but not yet settled or delivered on the
Statement of Financial Position date respectively. These amounts
are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest rate method.
h) Other receivables
Other receivables are amounts due in the ordinary course of
business. If collection is expected in one year or less, they are
classified as current assets. If not, they are presented as non
current assets. Other receivables are recognised initially at fair
value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
i) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and
short-term deposits with an original maturity of three months or
less.
For the purposes of the Statement of Cash Flows, cash and cash
equivalents consist of cash and cash equivalents, as defined above,
net of outstanding bank overdrafts.
j) Other payables
Other payables are obligations to pay for services that have
been acquired in the ordinary course of business. Other payables
are classified as current liabilities if payment is due within one
year or less. If not, they are presented as non current
liabilities. Other payables are recognised initially at fair value
and subsequently measured at amortised cost using the effective
interest method.
k) Loans payable
All loans are initially recognised at cost, being the fair value
of the consideration received, less issue costs where applicable.
After initial recognition, all interest bearing loans and
borrowings are subsequently measured at amortised cost. Amortised
cost is calculated by taking into account discount or premium on
settlement. Any costs of arranging any interest-bearing loans are
capitalised and amortised over the life of the loan.
The Company’s loans are denominated in JPY. Gains and losses on
foreign exchange on loans are included in the Statement of
Comprehensive Income as capital in accordance with the Accounting
Policies set out in Note 2 (l).
l) Foreign Currencies
The Company’s investments are predominately denominated in JPY.
Since incorporation the Company’s obligation to shareholders was in
USD and therefore the functional currency was USD. As set out in
more detail in Note 3, changes to the characteristics of the
Company’s obligations have occurred which have caused the Directors
to reconsider the Company’s functional currency during the year
ended 30th April 2015. As a result of
this reconsideration the Directors resolved to change the
functional currency of the Company to GBP. The Directors have
elected to continue to present the Financial Statements in USD for
the purposes of consistency, as the presentation currency of the
Company has been USD since incorporation.
Transactions involving currencies other than the Company’s
functional currency are recorded at the exchange rate ruling on the
transaction date. At each Statement of Financial Position date,
monetary items and non-monetary assets and liabilities that are
fair valued, which are denominated in foreign currencies, are
retranslated at the closing rates of exchange.
Exchange differences arising from retranslating at the Statement of
Financial Position date are;
– investments and other financial instruments measured at fair
value through profit or loss;
– other monetary items; and
– exchange differences arising on settlement of monetary items;
are included in the Statement of Comprehensive Income and allocated
as capital if they are of a capital nature, or as revenue if they
are of a revenue nature.
m) Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax. In addition, the Company incurs withholding taxes
imposed by certain countries on dividend and interest income. Such
income is recognised gross of the taxes and the corresponding
withholding tax is recognised as a tax expense.
The tax currently payable is based on the taxable profit for the
year. Any taxable profit differs from the net profit, if any, as
reported in the Statement of Comprehensive Income because it
excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable
or deductible. The Company’s liability for current tax is
calculated using tax rates that were applicable at the Statement of
Financial Position date.
In line with the recommendations of the AIC SORP, the allocation
method used to calculate tax relief on expenses presented against
capital returns in the supplementary information in the Statement
of Comprehensive Income is the “marginal basis”. Under this basis,
if taxable income is capable of being offset entirely by expenses
presented in the revenue return column of the Statement of
Comprehensive Income, then no tax relief is transferred to the
capital return column.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the Financial Statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method. A deferred tax liability is
recognised in full for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Investment trusts
which have approval as such under section 1158 of the Corporation
Tax Act 2010 are not liable for taxation on capital gains.
The carrying amount of deferred tax assets is reviewed at each
Statement of Financial Position date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the Statement of
Comprehensive Income, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also
dealt with in equity.
n) Capital Reserve
The capital reserve distinguishes between gains/(losses) on sale
or disposals and valuation gains/(losses) on investments. The
capital reserve consists of realised gains/(losses) on investments,
movement in valuation gains/(losses) on investments and
gains/(losses) relating to foreign exchange.
o) Treasury Shares
Where the Company purchases its own share capital (whether into
treasury or cancellation), the consideration paid, which includes
any directly attributable costs (net of income taxes) is recognised
as a deduction from equity shareholders’ funds through the revenue
reserve, which is a distributable reserve.
When such shares are subsequently sold or reissued, and
consideration received, net of any directly attributable
incremental transaction costs and the related income tax effects,
is recognised as an increase in equity and proceeds from the
reissue of treasury shares are transferred to/from the revenue
reserve.
Shares held in treasury are not taken into account in
determining earnings per share detailed in Note 13 and NAV per
share detailed in Note 19.
3. CHANGE IN
FUNCTIONAL CURRENCY
During the year ended 30th April
2015, the Directors assessed changes in the Company’s
operations since inception which affected the determination of the
Company’s functional currency. In accordance with IAS 21, key
considerations included the change in currency in which funds from
financing activities (i.e. issuing debt and equity instruments) are
generated. The Directors consider, having conducted this analysis,
that the functional currency has changed from USD to GBP. The
Directors’ analysis has indicated no single date from which the
change might have taken effect.
In accordance with the Accounting Policies set out in Note 2
(f), on initial recognition, investments are recognised at cost and
then are subsequently revalued at fair value through profit or
loss. When investments are acquired and disposed of in parts their
cost is calculated using the weighted average cost method. To
provide an accurate translation of realised and unrealised gains
and losses on investments held at fair value in the new functional
currency an analysis on a transaction by transaction, and
investment by investment basis would be required. Given the lack of
availability of underlying information and volume of transactions
this analysis is impractical and therefore realised and unrealised
gains and losses on investments at fair value are based on a USD
functional and presentation currency basis in the current year.
Although these realised and unrealised gains and losses on
investments held at fair value have not been translated using GBP
as the functional currency any resulting differences would have
been reflected as currency translation adjustments and reclassified
to the Capital reserve in the Statement of Changes In Equity.
Accordingly, there would have been no impact on the Net Asset Value
of the Company.
A restatement of the prior year as a result of the changes in
the functional currency to GBP from USD has not been practical for
the same reasons as detailed above.
4.
OPERATING
SEGMENTS
The Board of Directors makes the strategic resource allocations
on behalf of the Company and is responsible for the Company’s
entire portfolio. The Board is of the opinion that the Company is
engaged in a single geographic and economic segment business. The
asset allocation decisions are based on a single, integrated
investment strategy, and the Company’s performance is evaluated on
an overall basis.
The internal reporting provided to the Directors for the
Company’s assets, liabilities and performance is prepared on a
consistent basis with the measurement and recognition principles of
IFRS.
The 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 Schedule of Investments.
5. NET
GAINS/(LOSSES) ON INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR
LOSS
|
|
2015 |
|
2014 |
|
|
$'000 |
|
$'000 |
Realised gains on
investments held at fair value through profit or loss |
|
15,975 |
|
21,531 |
Realised losses on
investments held at fair value through profit or loss |
|
(5,898) |
|
(2,783) |
Net realised gains
on investments held at fair value through profit or loss |
|
10,077 |
|
18,748 |
|
|
|
|
|
Unrealised gains on
investments held at fair value through profit or loss |
|
16,205 |
|
6,995 |
Unrealised losses
on investments held at fair value through profit or loss |
|
(10,573) |
|
(27,294) |
Net unrealised
gains/(losses) on investments held at fair value through profit or
loss |
|
5,632 |
|
(20,299) |
Net gains/(losses)
on investments held at fair value through profit or loss |
|
15,709 |
|
(1,551) |
|
|
|
|
|
6.
RELATED PARTY
DISCLOSURES
The Investment Manager, Depositary, Administrator and Directors
are considered related parties to the Company under IAS 24 as they
have the ability to control, or exercise significant influence
over, the Company in making financial or operational decisions.
(See notes 7 to 10 for details of transactions with these related
parties during the year ended 30th April
2015 and the year ended 30th April
2014.)
Certain Directors had a beneficial interest in the Company by
way of their investment in the ordinary shares of the Company.
The details of these interests as at 30th
April 2015 and 30th April 2014
are as follows:
|
|
|
Ordinary Shares |
Ordinary Shares |
|
|
|
2015 |
2014 |
*Timothy
Guinness |
|
|
- |
100,000 |
Andrew Martin
Smith |
|
|
25,000 |
25,000 |
Noel Lamb |
|
|
10,000 |
10,000 |
*Timothy Guinness retired on 30th April
2014
The above interests were unchanged at the date of this
report.
As at 30th April 2015, a family
member of the President of the Investment Adviser held 946,000
ordinary shares of the Company.
7. INVESTMENT
MANAGEMENT FEE
On 1st August 2014 the Company
appointed Tiburon Partners LLP ("Tiburon") as its Investment
Manager replacing AFMG Limited, pursuant to a new Investment
Management Agreement dated 1st August
2014. Under the terms of the Investment Management
Agreement, the Investment Manager, Tiburon, will continue in office
until a resignation is tendered or the contract is terminated. In
both circumstances, a resignation or termination must be given with
a notice period which must not be less than three months, and be in
accordance with the Investment Management Agreement. Fees payable
to the Investment Adviser are met by the Investment Manager.
For the period 1st May 2014 to
31st July 2014, the Company paid to
the Investment Manager, AFMG Limited, a fee accrued weekly and paid
monthly in arrears at the annual rate of 1 per cent of the weekly
Net Asset Value of the Company. From 1st
August 2014, the Company pays to the Investment Manager,
Tiburon, a fee accrued daily and paid monthly in arrears at the
annual rate of 1 per cent of the weekly Net Asset Value of the
Company.
Redemption Pool Fees
For the period 1st May 2014 to
31st July 2014, the Investment
Manager, AFMG Limited, was also entitled to receive a fee from the
Company of 1 per cent per annum of the weekly Net Asset Value of
any redemption pool together with transaction charges. From
1st August 2014, the Investment
Manager, Tiburon, shall also be entitled to receive a fee from the
Company of 1 per cent per annum of the daily Net Asset Value of any
redemption pool together with transaction charges.
For the year ended 30th April
2015, total investment management fees were $891,959 (2014 - $943,593) of which $76,444 (2014 - $70,933) is due and payable as at that date.
8. DEPOSITARY
FEES
On 1st August 2014, the Company
appointed Northern Trust (Guernsey) Limited as Depositary (the
“Depositary”), pursuant to a Depositary Agreement dated
1st August 2014. The Depositary
Agreement replaced the previous custody agreement between the
Company and its Custodian, Northern Trust (Guernsey) Limited (the
“Custodian”).
For the period 1st May 2014 to
31st July 2014, the Company paid to
the Custodian a fee accrued weekly at a rate of 0.03 per cent of
the total weekly Net Asset Value of the assets held by the
Custodian, together with transaction charges. From 1st August 2014, fees are payable to the
Depositary, monthly in arrears, on the Gross Asset Value of the
Company as at the last business day of the month at an annual rate
of:
Gross Asset Value
Annual Rate
Up to $50,000,000
0.035%
$50,000,001 to $100,000,000
0.025%
Thereafter
0.015%
The Depositary is also entitled to a global custody fee of 0.03%
per annum of the Net Asset Value of the Company, subject to a
minimum fee of $20,000, and
transaction fees as per the Depositary Agreement.
Redemption Pool Fees
For the period 1st May 2014 to
31st July 2014 the Custodian was also
entitled to receive a fee from the Company of 0.03 per cent per
annum of the Net Asset Value of any redemption pool together with
transaction charges. From 1st August
2014, the Depositary shall also be entitled to receive a fee
from the Company of the Gross Asset Value of any redemption pool,
together with transaction charges, at an annual rate of:
Gross Asset
Value Annual
Rate
Up to $25,000,000
0.035%
$25,000,001 to $50,000,000
0.025%
Thereafter
0.015%
For the year ended 30th April
2015, total custodian fees and depositary fees were
$118,375 (2014 - $70,541) of which $21,784 (2014 - $8,896) is due and payable as at that date.
9.
ADMINISTRATION FEES
The Company pays to the Administrator a fee accrued weekly and paid
monthly in arrears at the annual rate of:
Net Asset Value
Annual
Rate
Up to $50,000,000
0.18%
$50,000,001 to $100,000,000
0.135%
$100,000,001 to $200,000,000
0.0675%
Thereafter
0.02%
Redemption Pool Administration
Fees
At each redemption date a charge in respect of the preparatory
work for the set-up and calculation of investment and redemption
prices at £7,500 will be payable.
An additional fee will be payable on the fair value of the
assets of that redemption pool of:
Net Asset Value
Annual Rate
Up to $25,000,000
0.18%
$25,000,001 to $50,000,000
0.135%
Thereafter
0.0675%
For the year ended 30th April
2015, total administration and registrar fees were
$150,694 (2014 - $166,465) of which $12,595 (2014 - $13,632) is due and payable as at that date.
10.
DIRECTORS’ FEES AND EXPENSES
Each of the Directors is entitled to receive a fee from the
Company, being £30,000 per annum for the Chairman, £27,500 per
annum for the Chairman of the audit committee and £25,000 per annum
for each of the other Directors. In addition, the Company
reimburses all reasonably incurred out-of-pocket expenses of the
Directors.
The following one-off additional payments were approved and paid
during the year ended 30th April 2015
for the extra work engaged in by the Board in relation to arranging
the change of Investment Manager and the preparation and review of
documentation relating to the introduction of the annual
Subscription Right.
|
|
|
|
|
Year ended |
|
|
|
|
|
30th April 2015 |
Additional fees |
|
|
|
£ |
Noel Lamb |
|
|
|
|
12,000 |
Eric Boyle |
|
|
|
|
10,000 |
Andrew
Martin Smith |
|
|
|
10,000 |
Philip
Ehrmann |
|
|
|
8,000 |
|
|
|
|
|
40,000 |
For the year ended 30th April
2015, total directors’ fees and expenses were $345,234 (2014 - $322,922) of which $107,827 (2014 - $22,790) is due and payable as at that
date.
11.
LEGAL AND PROFESSIONAL FEES
For the year ended 30th April
2015, total legal and professional fees were $562,966 (2014 - $171,735). The increase in legal and professional
fees was due to costs and expenses associated with the introduction
of the annual Subscription Right, which were borne by the Company
and amounted to approximately £250,000.
12. TAXATION
The Company is exempt from taxation in Guernsey under the
provisions of The Income Tax (Exempt Bodies) (Guernsey) Ordinance,
1989 and has paid an annual exemption fee of £1,200 (2014: £600),
however the Company is subject to UK tax being a UK tax resident to
comply with the Section 1158 of the Corporation Tax Act 2010.
The main rate of corporation tax in the UK was 21% for 2014
which reduced to 20% on 1st April
2015. As the Company has augmented profits below the lower
limit, the applicable tax charge for the year is based on the
“small profits” rate of 20%.
|
|
2015 |
|
2014 |
|
|
$'000 |
|
$'000 |
|
|
|
|
|
Corporation tax at
20% (2014: 20%) |
|
- |
|
- |
Irrecoverable
overseas tax |
|
304 |
|
267 |
Tax charge in
respect of the current year |
|
304 |
|
267 |
|
|
|
|
|
Current Taxation
The current taxation charge for the year is different from the
standard rate of corporation tax in the UK. The differences are
explained below.
|
|
2015 |
|
2014 |
|
|
$'000 |
|
$'000 |
Profit/(loss)
before tax |
|
15,761 |
|
(1,006) |
Capital
(profit)/loss for the year |
|
(16,187) |
|
1,216 |
Revenue
(loss)/profit for the year |
|
(426) |
|
210 |
|
|
|
|
|
Theoretical tax at
UK corporation tax rate of 20% (2014 - 20%) |
|
(85) |
|
42 |
|
|
|
|
|
Effects of: |
|
|
|
|
Excess management
expenses |
|
146 |
|
11 |
Relief for overseas
tax suffered |
|
(61) |
|
(53) |
Overseas tax
written off |
|
304 |
|
267 |
Actual current tax
charge |
|
304 |
|
267 |
|
|
|
|
|
The Company is an investment trust and therefore is not taxable
on capital gains.
Factors that may affect future tax
charges
As at 30th April 2015, the Company
has excess management expenses of $27,545,540 that are available to offset future
taxable revenue. Whilst this represents management’s best estimate
based on the carried forward balance in the previous year of
$26,816,393, the estimated value
could differ from actual amounts. However, the potential impact is
not expected to be significant.
A deferred tax asset has not been recognised in respect of these
amounts as they will be recoverable only to the extent that there
is sufficient future taxable revenue.
13. BASIC AND DILUTED
EARNINGS/(DEFICIT) PER ORDINARY SHARE
The basic and diluted earnings/(deficit) per ordinary share
figure is based on the profit/(loss) and total comprehensive
income/(loss) for the year of $15,456,680 (2014 – ($1,272,356)) and on 42,233,514 being the
weighted average number of shares in issue at 30th April 2015 (2014: 47,042,798).
The earnings/(deficit) per ordinary share figure can be further
analysed between revenue and capital, as below.
|
|
2015 |
|
2014 |
|
|
$'000 |
|
$'000 |
|
|
|
|
|
Net revenue
loss |
|
(730) |
|
(57) |
Net capital
profit/(loss) |
|
16,187 |
|
(1,216) |
Net total
profit/(loss) |
|
15,457 |
|
(1,273) |
|
|
|
|
|
Weighted average
number of ordinary shares |
|
|
|
|
in issue during the
year |
|
42,233,514 |
|
47,042,798 |
|
|
|
|
|
|
|
$ |
|
$ |
Revenue loss per
ordinary share |
|
(0.017) |
|
(0.001) |
Capital
profit/(loss) per ordinary share |
|
0.383 |
|
(0.026) |
Total profit/(loss)
per ordinary share |
|
0.366 |
|
(0.027) |
|
|
|
|
|
14. INVESTMENTS HELD AT FAIR
VALUE THROUGH PROFIT OR LOSS
|
|
2015 |
|
2014 |
|
|
$'000 |
|
$'000 |
|
|
|
|
|
Cost of investments
held at fair value through profit or loss brought forward |
|
84,261 |
|
76,968 |
Cost of purchase of
investments held at fair value through profit or loss |
|
82,517 |
|
70,725 |
Proceeds on
disposal of investments held at fair value through profit or
loss |
|
(90,817) |
|
(82,180) |
Realised gain on
disposal of investments held at fair value through profit or
loss |
|
10,077 |
|
18,748 |
Cost of investments
held at fair value through profit or loss carried forward |
|
86,038 |
|
84,261 |
|
|
|
|
|
Cost of investments
held at fair value through profit or loss |
|
86,038 |
|
84,261 |
Unrealised gain on
valuation held at fair value through profit or loss |
|
15,805 |
|
10,173 |
Fair value of
investments held at fair value through profit or loss at year
end |
|
101,843 |
|
94,434 |
|
|
|
|
|
15. LOANS PAYABLE
Loan |
Interest |
Maturity |
2015 |
|
2014 |
Amount |
Rate |
Date |
$'000 |
|
$'000 |
|
|
|
|
|
|
3 year committed
variable rate |
|
|
|
|
|
credit
facility |
|
|
|
|
|
¥1,250,000,000 |
1.49% |
11th
July 2014 |
- |
|
12,195 |
¥1,250,000,000 |
1.44% |
10th
July 2015 |
10,509 |
|
- |
|
|
|
|
|
|
Loan
due for repayment within one year |
|
10,509 |
|
12,195 |
|
|
|
|
|
|
The credit facility is provided by Royal Bank of Scotland
International Limited (“RBS”). As at 30th April 2015, the Company had drawn down
¥1,250,000,000 ($10,508,583) (2014:
¥1,250,000,000/$12,194,527) of the
¥1,500,000,000 borrowable under the terms of the credit
facility,
Gains on foreign exchange on the Company’s loan amounted to
$769,974 during the year ended
30th April 2015 (2014: $332,713).
16. FORWARD CURRENCY
CONTRACTS
There were no forward currency contracts held during the year
ended 30th April 2015 or the year
ended 30th April 2014.
17. SHARE CAPITAL AND SHARE
PREMIUM
a) Authorised
The Company is authorised to issue an unlimited number of
ordinary shares of no par value.
The Company may also issue C shares being a convertible share in
the capital of the Company of no par value. C shares shall not have
the right to attend or vote at any general meeting of the Company.
The holders of C shares of the relevant class shall be entitled, in
that capacity to receive a special dividend such amount as the
directors may resolve to pay out of the net assets attributable to
the relevant C share class and from income received and accrued
attributable to the relevant C share class for the period up to the
conversion date payable on a date falling before, on or after the
conversion date as the Directors may determine. There are no C
shares currently in issue.
The rights which the ordinary shares confer upon the holders
thereof are as follows:
Voting Rights
On a show of hands, every Member who is present shall have one
vote; and on a poll, a Member present in person or by proxy shall
be entitled to one vote per ordinary share held.
Entitlement to Dividends
The Company may declare dividends in respect of the ordinary
shares.
Rights in a Winding-up
The holders of ordinary shares will be entitled to share in the
Net Asset Value of the Company as determined by the Liquidator.
b)
Issued |
|
|
|
|
|
Ordinary
Shares |
Number of Shares |
|
Share Capital |
|
Share Premium |
|
|
|
$’000 |
|
$’000 |
|
|
|
|
|
|
In issue at 30th
April 2015 |
40,455,909 |
|
- |
|
- |
|
|
|
|
|
|
In issue at 30th
April 2014 |
43,894,158 |
|
- |
|
- |
|
|
|
|
|
|
Reconciliation
of number of shares |
|
Number of Shares |
Number of Shares |
|
|
2015 |
2014 |
Shares of no par
value |
|
|
|
Issued shares at
the start of the year |
|
43,894,158 |
48,693,711 |
Re-issue of
treasury shares |
|
200,000 |
- |
Redemption of
shares |
|
(2,839,174) |
(4,743,553) |
Purchase of shares
into Treasury |
|
(799,075) |
(56,000) |
Number of shares
at the end of the year |
|
40,455,909 |
43,894,158 |
|
|
|
|
Shares held in
Treasury |
|
|
|
Opening
balance |
|
2,102,611 |
2,046,611 |
Shares bought in to
Treasury during the year |
|
799,075 |
56,000 |
Treasury shares
re-issued |
|
(200,000) |
- |
Number of shares
at the end of the year |
|
2,701,686 |
2,102,611 |
|
|
|
|
Shareholders are entitled to receive any dividends or other
distributions out of profits lawfully available for distribution
and on winding up they are entitled to the surplus assets remaining
after payment of all the creditors of the Company.
The shares redeemed in the current year were cancelled
immediately.
18. FINANCIAL RISK MANAGEMENT
OBJECTIVES AND POLICIES
In accordance with its investment objectives and policies, the
Company holds financial instruments which at any one time may
comprise the following:
– securities held in accordance with the investment objectives
and policies
– cash and cash equivalents and short-term receivables and
payables arising directly from operations
– loans used to finance investment activity
– derivative transactions including investment in warrants and
forward currency contracts
– options or futures for hedging purposes
The financial instruments held by the Company principally
comprise equities listed on the stock markets in Japan including,
without limitation, the Tokyo Stock Exchange categorised as First
Section, Second Section, JASDAQ, Mothers and Tokyo PRO, or the
regional stock exchanges of Fukuoka, Nagoya, Sapporo and Osaka
Securities Exchange.
The specific risks arising from the Company's exposure to these
instruments, and the Investment Manager/Investment Adviser's
policies for managing these risks, which have been applied
throughout the year, are summarised below.
Capital Management
The Company’s objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital.
The Company may not borrow or otherwise use leverage exceeding
20% of its net assets for investment purposes, to settle facilities
for specific investments such as bridge financing. In connection
with the facility agreement, the Company entered into an English
law multicurrency revolving credit facility with RBS over its
depositary accounts held with Northern Trust (Guernsey) Limited.
(See Note 15)
The Company does not have any externally imposed capital
requirements apart from the fact that it should not retain more
than 15% of income, in order to comply with section 1158 of
Corporation Tax Act 2010. The Company has complied with this
requirement.
The Company is a closed-ended investment company. The Company’s
capital is represented by ordinary shares of no par and each share
carries one vote. They are entitled to dividends when
declared.
In addition to the shares redeemed during the year via the
Redemption Facility (refer to Note 20 for details), 799,075 shares
were repurchased in to treasury during the year ended 30th April 2015 (2014: 56,000).
Market Price Risk
The Company's investment portfolio - particularly its equity
investments - is exposed to market price fluctuations which are
monitored by the Investment Manager/Investment Adviser in pursuance
of the investment objectives and policies.
At 30th April 2015, the Company’s
market price risk is affected by three main components: changes in
market prices, currency exchange rates and interest rate risk.
Currency exchange rate movements and interest rate movements, which
are dealt with under the relevant headings below, primarily affect
the fair values of the Company’s exposures to equity securities,
related derivatives and other instruments. Changes in market prices
primarily affect the fair value of the Company’s exposures to
equity securities, related derivatives and other instruments.
Exceptional risks associated with investment in Japanese smaller
companies may include:
- greater price volatility, substantially less liquidity and
significantly smaller market capitalisation, and
- more substantial government intervention in the economy,
including restrictions on investing in companies or in industries
deemed sensitive to relevant national interests.
Market price sensitivity analysis
If the price of each of the equity securities to which the
Company had exposure at 30th April
2015 had increased or decreased by 5% with all other
variables held constant, this would have increased or decreased
profit and net assets attributable to holders of ordinary shares of
the Company by:
|
|
2015 |
|
2014 |
|
|
+/- |
|
+/- |
Net Asset
Value |
|
5,092,141 |
|
4,721,685 |
Net Asset Value per
share |
|
$0.13 |
|
$0.11 |
|
|
|
|
|
Total comprehensive
income |
|
$5,092,141 |
|
$4,721,685 |
Earnings per
share |
|
$0.13 |
|
$0.11 |
Foreign Currency Risk
The Company principally invests in securities denominated in
currencies other than GBP, the functional currency of the Company.
Therefore, the Statement of Financial Position will be affected by
movements in the exchange rates of such currencies against the GBP.
The Investment Manager/Investment Adviser has the power to manage
exposure to currency movements by using forward currency contracts.
No such instruments were held at the date of these Financial
Statements.
It is not the present intention of the Directors to hedge the
currency exposure of the Company, but the Directors reserve the
right to do so in the future if they consider this to be
desirable.
The treatment of currency transactions other than in GBP is set
out in Note 2(l) to the Financial Statements.
The Company has a USD cash exposure in USD terms of $63,595 (2014: $91,589)
The Company's net JPY exposure in USD terms is as follows:
As at 30th April
2015: |
|
|
|
|
$’000 |
|
|
|
|
|
|
Assets |
|
|
|
|
|
Investments held at fair value through profit or loss |
|
|
101,843 |
Due from
brokers |
|
|
|
|
2,112 |
Dividends
receivable |
|
|
|
|
823 |
Cash and cash
equivalents |
|
|
|
|
1,297 |
Total
assets |
|
|
|
|
106,075 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Due to brokers |
|
|
|
|
(1,891) |
Payables and
accrued expenses |
|
|
|
|
(9) |
Loans payable |
|
|
|
|
(10,509) |
Total
liabilities |
|
|
|
|
(12,409) |
|
|
|
|
|
|
Total net
assets |
|
|
|
|
93,666 |
|
|
|
|
|
|
|
|
|
|
|
|
As at 30th April
2014: |
|
|
|
|
$’000 |
|
|
|
|
|
|
Assets |
|
|
|
|
|
Investments held at fair value through profit or loss |
|
|
94,434 |
Due from
brokers |
|
|
|
|
1,262 |
Dividends
receivable |
|
|
|
|
946 |
Cash and cash
equivalents |
|
|
|
|
577 |
Total
assets |
|
|
|
|
97,219 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Due to brokers |
|
|
|
|
(846) |
Payables and
accrued expenses |
|
|
|
|
(10) |
Loans payable |
|
|
|
|
(12,195) |
Total
liabilities |
|
|
|
|
(13,051) |
|
|
|
|
|
|
Total net
assets |
|
|
|
|
84,168 |
|
|
|
|
|
|
Foreign Currency Sensitivity
Analysis
If the exchange rate at 30th April
2015, between the functional currency and all other
currencies had increased or decreased by a 5% currency movement
(2014: 5%) this should be a reasonably possible change for a period
of one year, or less if the next financial period will be less than
one year with all other variables held constant, this would have
increased or reduced profit and net assets attributable to holders
of ordinary shares of the Company by:
|
|
2015 |
2014 |
|
|
+/- |
+/- |
Net Asset
Value |
|
$4,686,467 |
$4,212,966 |
Net Asset Value per
share |
|
$0.12 |
$0.10 |
|
|
|
|
Total comprehensive
income |
|
$473,501 |
$782,638 |
Earnings per
share |
|
$0.01 |
$0.02 |
No benchmark is used in the calculation of the above
information. The only foreign currency the Company has a
significant exposure to is JPY, hence the above foreign currency
sensitivity analysis has not been disclosed on a currency by
currency basis.
Interest Rate Risk
Substantially all the Company’s assets and its liabilities are
non-interest bearing except for the one outstanding loan payable
detailed in Note 15, and any excess cash and cash equivalents are
invested at short-term market interest rates.
As at 30th April 2015, the Company
has a small exposure to interest rate risk regarding the loan
facility and cash and cash equivalents.
Increases in interest rates may increase the costs of the
Company's borrowings. The rate of interest on each RBS drawdown
loan for each interest period is the percentage rate per annum
which is the aggregate of the applicable; (i) margin, (ii) LIBOR
and (iii) mandatory cost. Interest on the loan is payable on the
last day of each interest period. For the year ended 30th April 2015 the interest accrued on the loan
was $8,854 (2014: $10,060).
The following assets and liabilities disclosures exclude
prepayments and taxation receivables and payables:
|
Less than |
|
1
month |
|
|
|
1
month |
|
- 1
year |
|
Total |
As at 30th April
2015: |
$’000 |
|
$’000 |
|
$’000 |
|
|
|
|
|
|
Financial
assets |
|
|
|
|
|
Cash and cash
equivalents |
1,374 |
|
- |
|
1,374 |
|
|
|
|
|
|
Financial
liabilities |
|
|
|
|
|
Loans payable |
- |
|
(10,509) |
|
(10,509) |
|
|
|
|
|
|
Net financial
assets/(liabilities) |
1,374 |
|
(10,509) |
|
(9,135) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than |
|
1
month |
|
|
|
1
month |
|
- 1
year |
|
Total |
As at 30th April
2014: |
$’000 |
|
$’000 |
|
$’000 |
|
|
|
|
|
|
Financial
assets |
|
|
|
|
|
Cash and cash
equivalents |
695 |
|
- |
|
695 |
|
|
|
|
|
|
Financial
liabilities |
|
|
|
|
|
Loans payable |
- |
|
(12,195) |
|
(12,195) |
|
|
|
|
|
|
Net financial
assets/(liabilities) |
695 |
|
(12,195) |
|
(11,500) |
|
|
|
|
|
|
The cash flow interest rate risk comprises those assets and
liabilities with a floating interest rate, for example cash
deposits at local market rates. Cash and cash equivalents earn
interest at the prevailing market interest rate. Although this
portion of the Net Asset Value is not subject to fair value risk as
a result of possible fluctuations in the prevailing market interest
rates, the future cashflows of the Company could be adversely or
positively impacted by decreases or increases in those prevailing
market interest rates.
The fair value interest rate risk comprises those assets and
liabilities with a fixed interest rate, for example loans payable
and loan interest payable.
|
Weighted
average interest rate |
|
|
Weighted
average period for which rate is fixed
(years) |
|
2015 |
2014 |
|
2015 |
2014 |
Japanese
Yen |
|
|
|
|
|
Loans payable |
1.44% |
1.49% |
|
0.19 |
0.20 |
Fair Value
All assets and liabilities are carried at fair value with the
exception of cash and cash equivalents, which are carried at
amortised cost, and loans payable, which are carried at amortised
cost using the effective interest rate method.
Short term receivables and payables
Receivables and payables do not carry interest and are short
term in nature. They are stated at amortised cost, as reduced by
appropriate allowances for irrecoverable amounts in the case of
receivables.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter in
realising assets or otherwise raising funds to meet financial
commitments.
As at 30th April 2015, the Company
had drawn down a loan facility (amended 10th
April 2015) of ¥1,250,000,000/$10,508,583 (2014: ¥1,250,000,000/$12,194,527). In connection with the facility
agreement, the Company entered into a English law multi currency
revolving credit facility with RBS over its depositary accounts
held with Northern Trust (Guernsey) Limited.
The loan may be used for the following purposes:-
- the acquisition of investments in accordance with the
investment policy;
- its working capital requirements in the ordinary course of
business; and
- funding permitted redemptions which in each case will be repaid
other than by way of rollover loan within 30 days of the relevant
drawing.
and must be repaid on the last day of its interest period.
The Company invests primarily in listed securities which are
liquid in nature.
The Company’s liquidity risk is managed by the Investment
Manager who monitors the cash positions on a regular basis.
The maturity analysis of the Company’s financial liabilities
(excluding tax balances) at 30th April
2015 is as follows:
|
|
|
Up
to 1 year |
|
1
to 5 |
|
Total |
|
|
|
or
on demand |
|
years |
|
|
As at 30th April
2015: |
|
|
$’000 |
|
$’000 |
|
$’000 |
|
|
|
|
|
|
|
|
Financial
liabilities |
|
|
|
|
|
|
|
Loans payable |
|
|
(10,547) |
|
- |
|
(10,547) |
Other financial
liabilities |
|
|
(2,207) |
|
- |
|
(2,207) |
Total financial
liabilities |
|
|
(12,754) |
|
- |
|
(12,754) |
|
|
|
|
|
|
|
|
|
|
|
Up
to 1 year |
|
1
to 5 |
|
Total |
|
|
|
or
on demand |
|
years |
|
|
As at 30th April
2014: |
|
|
$’000 |
|
$’000 |
|
$’000 |
|
|
|
|
|
|
|
|
Financial
liabilities |
|
|
|
|
|
|
|
Loans payable |
|
|
(12,242) |
|
- |
|
(12,242) |
Other financial
liabilities |
|
|
(1,056) |
|
- |
|
(1,056) |
Total financial
liabilities |
|
|
(13,298) |
|
- |
|
(13,298) |
|
|
|
|
|
|
|
|
Credit risk
Credit risk is the risk that an issuer or counterparty will be
unable or unwilling to meet a commitment that it has entered into
with the Company.
In accordance with the investment restrictions as described in
its placing Memorandum, the Company may not invest more than 10% of
the Company’s gross assets in securities of any one company or
issuer. However, this restriction shall not apply to securities
issued or guaranteed by a government or government agency of the
Japanese or US Governments. In adhering to these investment
restrictions, the Company mitigates the risk of any significant
concentration of credit risk arising on broker and dividend
receivables.
As the Company invests primarily in publicly traded equity
securities the Company is not exposed to credit risk from these
positions. However, the Company will be exposed to a credit risk on
parties with whom it trades and will bear the risk of settlement
default. The Company minimises concentrations of credit risk by
undertaking transactions with a large number of regulated
counterparties on recognised and reputable exchanges. All
transactions in listed securities are settled/paid for upon
delivery using approved brokers. The risk of default is considered
minimal, as delivery of securities sold is only made once the
broker has received payment. Payment is made on a purchase
once the securities have been received by the broker. The trade
will fail if either party fails to meet its obligation. The Company
is exposed to credit risk on cash and investment balances held with
the Depositary. The Investment Manager regularly reviews
concentrations of credit risk.
All of the cash assets are held with the Northern Trust Company,
London Branch (NTC). Cash deposited with NTC is deposited as banker
and is held on its Balance Sheet. Accordingly, in accordance with
usual banking practice, NTC’s liability to the Company in respect
of such cash deposits shall be that of debtor and the Company will
rank as a general creditor of NTC. The financial assets are held
with the Depositary, Northern Trust (Guernsey) Limited. These
assets are held distinct and separately from the proprietary assets
of the Depositary. Securities are clearly recorded to ensure they
are held on behalf of the Company. Bankruptcy or insolvency of the
Depositary and or one of its agents or affiliates may cause the
Company’s rights with respect to the securities held by the
Depositary to be delayed or limited.
NTC is a wholly owned subsidiary of Northern Trust Corporation.
As at 30th April 2015 Northern Trust
Corporation had a long term rating from Standard & Poor’s of
A+. Risk is managed by monitoring the credit quality and financial
positions of the Depositary the Company uses. Northern Trust acts
as its own sub-depositary in the U.S., the U.K., Ireland and
Canada. In all other markets Northern Trust appoints a local
sub-depositary. Northern Trust continually reviews its
sub-depositary network to ensure clients have access to the most
efficient, creditworthy and cost-effective provider in each
market.
The securities held by the Company are legally held with the
Depositary, which holds the securities in segregated accounts, and
subject to any security given by the Company to secure its
overdraft facilities, the Company’s securities should be returned
to the Company in the event of the insolvency of the Depositary or
its appointed agents, although it may take time for the Company to
prove its entitlement to the securities and for them to be released
by the liquidator of the insolvent institution. The Company
will however only rank as an unsecured creditor in relation to any
cash deposited or derivative positions with the Depositary, their
related companies and their appointed agents, and is therefore
subject to the credit risk of the relevant institution in this
respect.
The assets exposed to credit risk at year end amounted to
$1,374,211 (2014: $695,450).
Fair Value Hierarchy
The fair value of investments traded in active markets (such as
publicly traded derivatives and trading securities) are based on
quoted market prices at the close of trading on the Statement of
Financial Position date. The quoted market price used for
investments held by the Company is the current mid price; the
appropriate quoted market price for financial liabilities is the
current asking price.
A financial instrument is regarded as quoted in an active market
if quoted prices are readily and regularly available from an
exchange, dealer, broker, industry group, pricing service, or
regulatory agency, and those prices represent actual and regularly
occurring market transactions on an arm’s length basis.
The fair value of investments that are not traded in an active
market is determined by using valuation techniques.
For instruments for which there is no active market, the Company
may use internally developed models, which are usually based on
valuation methods and techniques generally recognised as standard
within the industry. Valuation models may be used primarily to
value unlisted equity, debt securities and other debt instruments
for which markets were or have been inactive during the financial
year. Some of the inputs to these models may not be market
observable and are therefore estimated based on assumptions.
The following table sets out fair value measurements using the
IFRS 13 fair value hierarchies:
At 30th April
2015 |
|
|
|
|
Financial assets at fair value through profit or loss |
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
$’000 |
$’000 |
$’000 |
$’000 |
Equity
Investments |
101,843 |
- |
- |
101,843 |
|
101,843 |
- |
- |
101,843 |
|
|
|
|
|
|
|
|
|
|
At 30th April
2014 |
|
|
|
|
Financial assets at fair value through profit or loss |
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
$’000 |
$’000 |
$’000 |
$’000 |
Equity
Investments |
94,434 |
- |
- |
94,434 |
|
94,434 |
- |
- |
94,434 |
|
|
|
|
|
Categorisation within the hierarchy has been determined on the
basis of the lowest level input that is significant to the fair
value measurement of the relevant asset as follows:
Level 1 - valued using quoted prices in active markets for
identical assets or liabilities.
Level 2 - valued by reference to valuation techniques using
observable inputs other than quoted prices included within level
1.
Level 3 - valued by reference to valuation techniques using
inputs that are not based on observable market data.
19. NET
ASSET VALUE HISTORY
|
|
30th April 2015 |
|
30th April 2014 |
|
30th April 2013 |
|
|
|
|
|
|
|
Net Asset
Value |
|
$93,509,272 |
|
$84,086,197 |
|
$94,917,916 |
Number of Shares in
Issue |
|
40,455,909 |
|
43,894,158 |
|
48,693,711 |
NAV per Ordinary
Share |
|
$2.31 |
|
$1.92 |
|
$1.95 |
20.
REDEMPTION FACILITY
Shareholders have the opportunity to make redemptions of part or
all of their shareholding on a six-monthly basis with the Board’s
discretion in declining any redemption requests. The following
redemptions were made during the year:-
Redemption
date |
|
Shares redeemed |
|
$’000 |
|
|
2015 |
|
2015 |
|
|
|
|
|
29/09/2014 |
|
2,185,754 |
|
(4,412) |
30/03/2015 |
|
653,420 |
|
(1,376) |
|
|
|
|
|
|
|
2,839,174 |
|
(5,788) |
|
|
|
|
|
Redemption
date |
|
Shares redeemed |
|
$’000 |
|
|
2014 |
|
2014 |
|
|
|
|
|
29/09/2013 |
|
2,433,335 |
|
(4,667) |
30/03/2014 |
|
2,310,218 |
|
(4,789) |
|
|
|
|
|
|
|
4,743,553 |
|
(9,456) |
|
|
|
|
|
As at the year ended 30th April
2015, a total of $5,787,882
was paid to redeeming shareholders. The balance of $Nil is due and
payable as at that date.
21. DIVIDENDS
All amounts held in the Company’s revenue reserve are
distributable to shareholders by way of dividends.
There were no dividends declared by the Board of Directors
during the year ended 30th April 2015
or the year ended 30th April
2014.
22.
ONGOING CHARGES
The ongoing charges using the AIC recommended methodology was
2.49% as at 30th April 2015 (2014
1.98%).
23.
EXCHANGE RATES
The following exchange rates were used to translate assets and
liabilities into the reporting currency (USD) at 30th April 2015, 30th
April 2014 and 30th April
2013:
|
|
30th April 2015 |
|
30th April 2014 |
|
30th April 2013 |
|
|
USD |
|
USD |
|
USD |
GBP |
|
0.6468 |
|
0.5948 |
|
0.6453 |
JPY |
|
118.8950 |
|
102.5050 |
|
97.8100 |
24.
CHANGES IN THE PORTFOLIO
A list, specifying for each investment the total purchases and
sales which took place during the year ended 30th April 2015 may be obtained, upon request, at
the registered office of the Company.
25.
EVENTS DURING THE YEAR
In accordance with Directive 2011/61/EU of the European
Parliament and of the Council of 8th June
2011 on Alternative Investment Fund Managers and the UK
Alternative Investment Fund Managers Regulation 2013 as amended the
Company is considered to be an Alternative Investment Fund (“AIF”).
Effective 1st August 2014, AFMG
Limited resigned as Investment Manager and the Company appointed
Tiburon Partners LLP as its Investment Manager and Alternative
Investment Fund Manager (“AIFM”) pursuant to a new Investment
Management Agreement dated 1st August
2014.
On 1st August 2014, Atlantis
Investment Research Corporation, (“AIRC”), Sub Investment Adviser
to the Company until that date, was appointed as the Investment
Adviser to the Company.
On 1st August 2014, the Company
appointed Northern Trust (Guernsey) Limited as Depositary (the
“Depositary”). The Depositary Agreement replaced the previous
custody agreement between the Company and its Custodian, Northern
Trust (Guernsey) Limited.
As a result of the above AIFM changes a new Administration
Agreement has also been issued effective 1st
August 2014.
The Company introduced an annual Subscription Right which was
approved by shareholders at an EGM held on 22nd October 2014.
On 13 January 2015, Grant Thornton
Limited resigned as Auditors and the Company appointed
PricewaterhouseCoopers CI LLP as its Auditors.
On 1st January 2015, Nplus 1
Singer Advisory LLP resigned as Corporate Broker and the Company
appointed Cantor Fitzgerald Europe as its Corporate Broker.
On 1st January 2015, the Company
appointed Aravis Partners LLP as its Marketing Agent.
With effect from 31st March 2015,
the Company amended the terms of the Redemption Facility.
There were no other significant events during the year ended
30th April 2015 which require
adjustment to or additional disclosure in the Financial
Statements.
26.
SUBSEQUENT EVENTS
There were no significant events subsequent to the year ended
30th April 2014 which require
adjustment to or additional disclosure in the Financial
Statements.
27.
ULTIMATE CONTROLLING PARTY
There is no one entity with ultimate control over the
Company.