TIDMAGOL TIDMAGOU
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Ashmore Global Opportunities Limited ("AGOL", or the "Company")
a Guernsey incorporated and registered limited liability closed-ended
investment company with a Premium Listing of its US Dollar and Sterling share
classes on the Official List.
Interim Results
For the period ended 30 June 2015
The financial information set out in this announcement does not constitute the
Company's statutory accounts for the period ended 30 June 2015. All figures are
based on the unaudited financial statements for the period ended 30 June 2015.
The financial information for the period ended 30 June 2015 is derived from the
financial statements delivered to the UK Listing Authority.
The unaudited interim report and financial statements for the period ended 30
June 2014 will shortly be posted to shareholders and will also be available on
the company website: www.agol.com
Financial Highlights
30 June 2015 31 December 2014
Total Net Assets US$107,569,803 US$170,431,338
Net Asset Value per Share
US$ shares US$5.20 US$5.28
GBP shares GBP5.11 GBP5.21
Closing-Trade Share Price
US$ shares US$3.85 US$4.05
GBP shares GBP3.70 GBP3.93
Discount to Net Asset Value
US$ shares (25.96)% (23.30)%
GBP shares (27.59)% (24.57)%
Chairman's Statement
The Company's Net Asset Values ("NAVs") per share have fallen slightly from
US$5.28 and GBP5.21 at the end of 2014 to US$5.20 and GBP5.11 as at 30 June 2015.
The US$ and GBP share prices stood at US$3.85 and GBP3.70 respectively as at 30
June 2015, decreases of 4.94% and 5.85% respectively against 31 December 2014
levels. As at 30 June 2015, the NAV of the Company was US$107.57 million and
its market capitalisation was US$78.64 million, reflecting an average discount
of 26.90% between the NAVs and the share prices. The discounts widened slightly
over the period.
The main contributors to negative performance were Asian Genco, Largo Resources
and Bedfordbury (previously Alphaland). These detractors were substantially
off-set by positive contributions from Microvast, AEI, the Everbright Ashmore
China Real Estate Fund, and a further earn-out from GEMS/Utileco (which was
sold during the previous financial year). Further details on these companies
are given in the Investment Manager's Report.
In terms of realisations during the period, AGOL sold its direct and indirect
positions in MCX; indirect positions in Al-Noor Medical, Indostar and Pacnet;
and most of its indirect position in ISM. Within Bedfordbury, the Alphaland
Tower was sold, which was one of the three assets resulting from the Alphaland
asset split.
AGOL shareholders received proceeds from these realisations of US$46.75 million
(including the distribution announced on 21 July 2015 with reference to the NAV
as at 30 June 2015, and excluding the distribution paid in January 2015 with
reference to the NAV as at 31 December 2014). Since the announcement of the
managed wind-down of the Company, total distributions including the above have
amounted to US$284.4 million.
The Board continues to receive regular updates from the Investment Manager on
the progress made towards further realisations. A number of exit discussions
are at an advanced stage and are expected to be completed by the end of the
year. The Board is confident that the target set in the 2014 Annual Report
remains achievable, namely; to realise approximately half of the Company's
remaining NAV as at 31 December 2014 after January's distribution of US$40.5
million, during 2015. This of course remains subject to market conditions being
conducive to the sale of the Company's holdings by the Investment Manager.
Richard Hotchkis
27 August 2015
Investment Manager's Report
Performance
As at 30 June 2015, the Net Asset Values ("NAVs") per share of the US$ and GBP
share classes stood at US$5.20 and GBP5.11, returns of -1.52% and -1.92% over the
six months to 30 June 2015.
Portfolio
In the first six months of the year, Ashmore Global Opportunities Limited
("AGOL") realised a number of underlying portfolio positions as detailed below.
This enabled the declaration of a further US$46.75m of distributions (excluding
the distribution announced in the annual report, which was based on the 31
December 2014 NAV, and including the distribution announced on 21 July 2015
with reference to the NAV at 30 June 2015).
In April 2015, the Ashmore Funds realised their holdings in Pacnet, which was
sold to Telstra, an Australian telecoms company. Investors received 85% of the
sale price in cash with the remainder to be disbursed on the attainment of
certain performance hurdles.
An agreement was reached in 2014 between Alphaland Corporation and its local
Filipino shareholder group to split the assets of the business. Bedfordbury
Development Corporation ("BDC"), a Philippines company in which the Ashmore
Funds are indirect shareholders, acquired the main commercial asset (the
"Alphaland Tower") and the two main land banks (Alphaland Bay City and Boracay
Gateway). BDC agreed the sale of the Alphaland Tower in early February 2015
with proceeds applied; to meet certain obligations of the 2014 asset split
transaction, to pay down senior debt, and to provide working capital. BDC
management is now discussing the potential sale of the remaining land bank
assets.
Also in February, the Ashmore Funds realised their investment in Indostar, the
Indian non-bank finance company. Indostar was performing in line with
expectations; both in terms of growth and profitability, and the final sale
price was higher than its most recent mark which had been revalued upward by
22% in late 2014.
A part realisation of ISM was made in the first quarter of 2015, when ISM used
the proceeds of its sale of The Philippine Bank of Communications ("PBCom") to
buy back shares from investors.
AGOL realised its direct and indirect positions in MCX, the Mumbai Stock
Exchange listed Multi Commodity Exchange, by selling its holdings on the stock
exchange; a gradual process which started in November 2014 and was completed in
early 2015.
Following its June 2013 listing, the Ashmore Funds realised their holdings in
Al Noor, the UAE healthcare business, via a joint placement of shares into the
public market in April 2015.
Aside from the realisations mentioned above, the result for the six months to
30 June 2015 was negatively affected by write downs, while some mark to market
price movements contributed to performance.
AEI continues to focus on its two remaining greenfield projects; "Fenix" in
Peru and "Jaguar" in Guatemala, while further non-core assets have been sold
off. Fenix is generating full cash flows through the transmission of power to
the state grid and management have initiated a sale process which is expected
to complete later this year. Jaguar achieved commercial operation in May 2015
and at the time of writing, is expected to be fully operational by August 2015.
Once this has been achieved, management will begin the sale process which is
expected to complete by summer 2016. AEI was marked up 5% during the period by
the third party valuation agent.
Microvast, which develops and manufactures fast-charge batteries for electric
vehicles, performed strongly over the period. The company continues to supply
batteries to the Chongqing region of China, and there are now over 1,000
Microvast powered buses in operation. With a steady flow of orders and signed
contracts to supply batteries to bus companies in both London and Belgium, the
business is now looking to expand further including into the USA and Germany.
Far East Energy engages in the acquisition, exploration, development and
production of coal bed methane gas assets in China. Demand for energy in China
has been strong, and the company has continued to actively "spud" new wells
across its fields. We see this domestic producer, which is backed by global
investors and industry experts, as well placed to benefit from China's desire
to reduce its dependence on imported energy.
GZ Industries is an aluminium can manufacturer based in Nigeria. The Nigerian
market has experienced difficult macro-economic conditions for the last 12-18
months but despite this, GZ has achieved 2014 results close to budget.
Management is focussed on getting the new plants in Nigeria and Kenya fully
contracted and on protecting the relatively flat Nigerian market from
competitor Nampak, while exploring opportunities for further international
diversification.
Largo, the Brazilian metals and mining producer, was a detractor from
performance over the period. Production is below capacity and vanadium is
trading at a five year low. Largo recently agreed to settle arbitration with
Global Tungsten & Powders ("GTP") for US$11m after an award in GTP's favour. A
private placement and debt restructuring have resulted in the dilution of the
Ashmore Funds to 5% of equity.
Asian Genco agreed to a restructuring in which the Government of Sikkim,
previously a 26% partner in the hydro project, increased its stake to 51%
converting the project from private to a public venture. As a result the
Ashmore Funds saw their positions diluted.
Outlook
(MORE TO FOLLOW) Dow Jones Newswires
August 27, 2015 08:22 ET (12:22 GMT)
The Investment Manager is focussed on the orderly realisation of the Company's
remaining assets. Further realisations are expected before the end of the
financial year.
Details on the Top 10 Underlying Holdings (on a look through basis)
The tables below show the top 10 underlying investments, along with country and
industry exposures as at 30 June 2015.
Investment Name Holding Country Business Description
AEI 24.77% Cayman Developer of Latin American power generation
Islands assets
Bedfordbury 19.34% Philippines Real estate development
Microvast 4.98% China Manufacturer of fast-charge batteries
Far East Energy 3.26% China Gas exploration and production
Bermuda
GZ Industries 1.97% Nigeria Aluminium can manufacturing
Largo Resources 1.85% Brazil Brazilian provider of mining services
Pacnet 0.96% Singapore Asian telecoms infrastructure and service
provider
Emerald
Plantation 0.56% China Forestry management
Holdings
Arcil 0.36% India Reconstruction of non-performing loans
ISM 0.26% Philippines Telecommunications, multimedia and information
technology
Country % of NAV Industry % of NAV
Cayman Islands 24.77% Electric Integration/ 24.77%
Generation
Philippines 19.61% Real Estate 23.86%
China 14.62% Electrical Components/ 4.98%
Equipment
India 5.40% Diversified Financial Services 3.77%
Russia 3.81% Oil and Gas 3.29%
United Arab Emirates 3.10% Retail 2.62%
South Korea 2.16% Miscellaneous Manufacturing 1.97%
Nigeria 1.97% Mining 1.85%
Brazil 1.85% Telecommunications 0.96%
Qatar 1.08% Environmental Control 0.59%
Details on a Selection of the Underlying Holdings
AEI
Industry: Power Generation
Country: Regional Latin America
Website: www.aeienergy.com
Company Status: Private
Deal Type: Private Equity
Investment Risk: Equity
To develop and sell the remaining assets by mid-2016
Operational update
* The company now consists of two operating assets (San Felippe and Fenix)
and one greenfield project (Jaguar). Management's focus is on selling the
operating assets and completing the remaining greenfield project prior to
its sale.
* Fenix achieved its commercial operation date (COD) on January 15 and is now
generating full cash flows through transmission of power to the state grid.
Active financing and disposal processes are ongoing and expected to
conclude this quarter.
* At the time of writing Jaguar is undergoing commissioning, with
certificates expected in August. Arbitration proceedings are ongoing with
the previous EPC contractor, the final decision on which is also expected
in August.
Key risks
* Jaguar project completion on budget/time
* CMNC arbitration
* Retention of key people to support the wind down
2015 operational strategy/priorities
* Disposal planning for all assets
* Closure on Jaguar arbitration
* HQ cost reduction
Exit strategy
* Sale of assets individually
Bedfordbury Development Corporation
Industry: Real Estate Development
Country: Philippines
Website: N/A
Company Status: Private
Deal Type: Private Equity
Investment Risk: Equity
Sale of the individual assets
Exit strategy
* Proceeds of US$37m from the sale of the Ayala Avenue Tower were used to pay
down the senior debt which had been raised at the time of the Alphaland
separation and to provide working capital. A further US$25m of senior debt
remains outstanding.
* Ashmore and BDC staff are now discussing the potential sale of the two
remaining undeveloped assets: a 50% interest in the Bay City JV and a 60%
interest in the Boracay Gateway JV.
Microvast
Industry: Technology/Clean-tech
Country: China
Website: www.microvast.com
Company Status: Private
Deal Type: Private Equity
Investment Risk: Equity
China EV market in fast growth mode
Operational update
* Microvast continues to supply batteries for both pure e-buses and plug-in
hybrid electric vehicles (PHEV) to a large number of Chinese original
equipment manufacturers (OEMs). The resulting buses have been deployed in
19 cities in China. Wright Bus has received follow-on orders for the London
market and VDL recently deployed 4 pure e-bus systems in Munster.
* The Company is achieving gross margins of c. 37% and net margins of c.16%.
It is on track to grow year-on-year revenues by 300%.
* Production capacity has been successfully increased to 384MW per annum with
further capacity increases planned, all fully funded from operating cash
flow.
* The Company is also working on Li-B systems for passenger vehicles with
some of the leading Chinese auto OEMs.
2015 operational priorities
* Managing fast growth by adding new facilities, increasing production
capacity and hiring/training new employees
* Large scale production of Li-B systems for passenger vehicles
* Meeting short order timeframes from Chinese bus OEMs
* IPO planning
Key risks
* Potential over-capacity from battery production volumes both in China and
globally
* Warranty claims arising from defective cells or modules
* The Chinese government making unfavourable changes to its New Energy
Vehicle policy
Exit strategy
* Block sale pre- or post-IPO
GZ Industries Limited
Industry: Aluminium Can Manufacturing
Country: Nigeria
Website: www.gzican.com
Company Status: Active
Deal Type: Private Equity
Investment Risk: Underlying Equity
Tough trading in Nigeria; pan-African growth being pursued
Operational update
* The African growth strategy is progressing with two new plants being built
in Nigeria and Kenya. GZ has signed a technical partnership with Rexam Plc
to support the construction of new plants.
* Macro conditions in Nigeria have been tough for 12-18 months which has
adversely impacted growth forecasts. Mitigation plans include
diversification by exploring opportunities in South Africa and Israel and
exporting cans to neighbouring countries.
* Results for 2014 were close to budget. Management is focussed on getting
the new plants fully contracted and protecting the relatively flat Nigerian
market from competitor Nampak. Operational cost cutting measures are in
place to deliver budget.
* The company is pursuing an acquisition of Frigoglass, Nigeria's largest
glass bottles business, subject to finance and shareholder approval.
2015 operational strategy/priorities
* Commission and contract new plants
* Launch 500ml can size in Nigeria to grow can segment and maintain premium
pricing
* Replace CEO (candidate already selected)
* Establish one additional plant with US$15-US$20m EBITDA potential
Key risks
* Slowdown in African beverages markets
* Nampak reducing prices in Nigeria
* Commissioning delays
* Talent sourcing
Exit strategy and timing
* 2017 exit through IPO or strategic sale
Largo Resources
Industry: Metals and Mining
Country: Brazil
Website: www.largoresources.com
Company Status: Public
Deal Type: Private Equity
Investment Risk: Equity
Ramping up production
Operational update
* Production proper commenced in August 2014. Certain days in July delivered
90-100% of nameplate capacity with capacity near 80% for the remainder.
* Vanadium pricing is currently at circa US$5 per pound, a five year low and
15% down on prior year. Largo's cash cost is somewhat misleading, but is
currently less than US$5 and should decline as production increases.
* Largo completed a CAD 75m private placement and debt restructuring,
extending two thirds of its BRL 461m bank debt by three years and agreeing
a one year deferral on amortisation. As a result of the equity raise,
Ashmore Funds have been diluted to 5%.
* Largo reached a US$11m settlement with Global Tungsten & Powders concerning
a contract for the supply of tungsten from Currais Novos. Largo is due to
start making repayments on this in 2016.
2015 operational priorities
* Ramp up production to the design capacity of 9,600 tonnes of V2O5
concentrate by Q3 2015
* Raise equity to restructure the bank loans, including; amortisation
rescheduling, extension of maturities, repayment of the CAD 12m bridging
loan received in March 2015 and provision of working capital needs for
2015. (Completed in H1)
Key risks
* Vanadium pricing remains low in the commodity cycle
* Price shocks and commissioning delays would cause funding gaps and
negatively impact investor sentiment. At current share prices funding gaps
would likely result in further dilution
Exit strategy and timing
* Re-listing on main TSX exchange in 2015, and/or strategic sale in 2016
Pacnet
Industry: Telecommunications
Country: Hong Kong and Singapore
Website: www.pacnet.com
Company Status: Private
Deal Type: Private Equity
Investment Risk: Equity
(MORE TO FOLLOW) Dow Jones Newswires
August 27, 2015 08:22 ET (12:22 GMT)
Deferred consideration from Telstra - final payment due 2016
Exit strategy and timing
* The deal with Telstra completed in April 2015 with sale proceeds of $350m.
85% in cash, a deferred closing adjustment fund of US$20m and a warranty
fund of US$32.5m.
* The adjustment fund was received in June 2015; once the Closing Statement
was agreed the final figure was US$19.2m of which the Ashmore Funds
received US$8.9m.
* Provided that no warranty claims are made by Telstra, the latter will be
returned in 2 tranches - US$17.5m in April 2016 and US$15m in November
2016.
ISM
Industry: Telecom/Banking
Country: Philippines
Website: www.ismcorp.com.ph
Company Status: Public
Deal Type: Private Equity
Investment Risk: Equity
Deferred sale process is due to complete in May 2016
ISM Holdco
* ISM used proceeds from its sale of The Philippine Bank Of Communications
(PBCom) to buy back shares from investors in Q1 2015.
* Besides the proceeds from the sale of PBCom, ISM holds a 32.5% equity stake
in Acentic (a provider of hotel-based interactive multimedia) and has a
claim for contingent consideration on its sale of Eastern Telecom.
Exit strategy and timing
* Ashmore Funds now hold 185m shares in ISM (circa 14% of the original
position), and have agreed a price for a deferred sale transaction which is
scheduled to complete in May 2016.
Ashmore Investment Advisors Limited
Investment Manager
27 August 2015
Board Members
As at 30 June 2015, the Board consisted of four non-executive Directors. The
Directors are responsible for the determination of the investment policy of
Ashmore Global Opportunities Limited (the "Company" or "AGOL") and have overall
responsibility for the Company's activities. As required by the AIC Code on
Corporate Governance (the "Code"), the majority of the Board of Directors are
independent of the Investment Manager. In preparing this interim report, the
independence of each Director has been considered.
Richard Hotchkis, Independent Chairman, (Guernsey resident) appointed 18 April
2011
Richard Hotchkis has 39 years of investment experience. Until 2006, he was an
investment manager at the Co-operative Insurance Society, where he started his
career in 1976. He has a breadth of investment experience in both UK and
overseas equities, including in emerging markets, and in particular, investment
companies and other closed ended funds, offshore funds, hedge funds and private
equity funds. Richard is currently a director of a number of funds, including
Advance Frontier Markets Fund Limited.
Steve Hicks, Non-Independent Director (connected to the Investment Manager),
(UK resident) appointed 16 January 2014
Steve Hicks, who is a qualified UK lawyer, has held a number of legal and
compliance roles over a period of more than 25 years. From June 2010 until
January 2014 he was the Ashmore Group Head of Compliance. Prior thereto he was
Director, Group Compliance at the London listed private equity company 3i Group
plc.
Nigel de la Rue, Independent Director, (Guernsey resident) appointed 16 October
2007
Nigel de la Rue graduated in 1978 from Pembroke College, Cambridge with a
degree in Social and Political Sciences. He is qualified as an Associate of
the Chartered Institute of Bankers, as a Member of the Society of Trust and
Estate Practitioners (STEP) and as a Member of the Institute of Directors. He
was employed for 23 years by Baring Asset Management's Financial Services
Division, where he was responsible for the group's Fiduciary Division and sat
on the Executive Committee. He left Baring in December 2005, one year after
that Division was acquired by Northern Trust. He has served on the Guernsey
Committees of the Chartered Institute of Bankers and STEP, and on the Guernsey
Association of Trustees, and currently holds a number of directorships in the
financial services sector.
Christopher Legge, Independent Director, (Guernsey resident) appointed 27
August 2010
Christopher Legge has over 25 years' experience in financial services. He
qualified as a Chartered Accountant in London in 1980 and spent the majority of
his career based in Guernsey with Ernst & Young, including being the Senior
Partner of Ernst & Young in the Channel Islands. Christopher retired from Ernst
& Young in 2003 and currently holds a number of directorships in the financial
sector, including at BH Macro Limited where he is Senior Independent Director
and chairs the Audit Committee.
Disclosure of Directorships in Public Companies Listed on Recognised Stock
Exchanges
The following summarises the Directors' directorships in other public
companies:
Company Name Exchange
Richard Hotchkis
Advance Frontier Markets Fund Limited AIM and CISE
Steve Hicks Nil
Nigel de la Rue Nil
Christopher Legge
Baring Vostok Investments PCC Limited CISE
BH Macro Limited London, Bermuda and Dubai
John Laing Environmental Assets Group Limited London
Schroder Global Real Estate Securities Limited London
Sherborne Investors (Guernsey) B Limited London
Third Point Offshore Investors Limited London
TwentyFour Select Monthly Income Fund Limited London
Directors' Responsibility Statement
We confirm that to the best of our knowledge:
* the condensed set of financial statements in the interim financial report
has been prepared in accordance with IAS 34 Interim Financial Reporting;
and
* the interim financial report includes a fair view of the information
required by:
a. DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of
the important events that have occurred during the first six months of the
financial year and their impact on the condensed set of interim financial
statements; and a description of the principal risks and uncertainties for
the remaining six months of the year ending 31 December 2015; and
a. DTR 4.2.8R of the Disclosure and Transparency Rules, being related party
transactions that have taken place in the first six months of the current
financial year and that have materially affected the financial position or
performance of the entity during that period, and any changes in the
related party transactions described in the last annual report that could
do so.
Signed on behalf of the Board of Directors on 27 August 2015
Richard Hotchkis Christopher Legge
Chairman Chairman of
the Audit Committee
Unaudited Schedule of Investments
As at 30 June 2015
Fair value % of
Description of investment US$ net
assets
Ashmore SICAV 2 Global Liquidity US$ Fund 28,501,780 26.50
Ashmore Global Special Situations Fund 4 LP 24,471,288 22.75
AEI Inc - Equity 15,942,888 14.82
Ashmore Global Special Situations Fund 5 LP 15,076,589 14.01
AA Development Capital India Fund 1, LLC 6,509,781 6.05
Ashmore Asian Recovery Fund 5,527,891 5.14
VTBC Ashmore Real Estate Partners 1 LP 4,020,481 3.74
Ashmore Global Special Situations Fund 3 LP 2,572,949 2.39
Aginyx Ordinary Shares 1,944,187 1.81
Everbright Ashmore China Real Estate Fund LP 1,803,148 1.68
Ashmore Global Special Situations Fund 2 Limited 726,652 0.67
Ashmore Asian Special Opportunities Fund Limited 336,362 0.31
Ashmore Private Equity Turkey Fund 1 LP 469 0.00
Renovavel Investments BV New PIK/PPN - 0.00
Aginyx Enterprises Ltd Redeemable Preference Shares - 0.00
Total investments at fair value 107,434,465 99.87
Net other current assets 135,338 0.13
Total net assets 107,569,803 100.00
Unaudited Condensed Statement of Financial Position
As at 30 June 2015
30 June 2015 31 December 2014
Note US$ US$
Assets
Cash and cash equivalents 1,697,037 14,383,849
Other financial assets 5a 24,512 24,730,545
Financial assets at fair value through 3 107,959,164 134,464,226
profit or loss
Total assets 109,680,713 173,578,620
Equity
Capital and reserves attributable to
equity holders of the Company
Special reserve 456,676,142 515,783,066
Retained earnings (349,106,339) (345,351,728)
Total equity 107,569,803 170,431,338
Liabilities
Current liabilities
Other financial liabilities 5b 2,110,910 2,608,411
Financial liabilities at fair value 3 - 538,871
through profit or loss
Total liabilities 2,110,910 3,147,282
(MORE TO FOLLOW) Dow Jones Newswires
August 27, 2015 08:22 ET (12:22 GMT)
Total equity and liabilities 109,680,713 173,578,620
Net asset values
Net assets per US$ share 8 US$5.20 US$5.28
Net assets per GBP share 8 GBP5.11 GBP5.21
The unaudited condensed interim financial statements were approved by the Board
of Directors on 27 August 2015, and were signed on its behalf by:
Richard Hotchkis
Christopher Legge
Chairman Chairman of
the Audit Committee
The accompanying notes form an integral part of these financial statements.
Unaudited Condensed Statement of Comprehensive Income
For the six months ended 30 June 2015
Six months ended Six months ended
30 June 2015 30 June 2014
Note US$ US$
Interest income 1,791 65
Dividend income 33,746,388 1,227,097
Net foreign currency loss (295,318) (189,997)
Other net changes in fair value on
financial assets and liabilities at fair 4 (37,072,063) (6,925,485)
value through profit or loss
Total net loss (3,619,202) (5,888,320)
Expenses
Net investment management fees (360,451) (1,900,316)
Incentive fees (163,381) 138,519
Directors' remuneration (72,292) (113,583)
Fund administration fees (11,524) (21,102)
Custody fees (6,126) (10,551)
Other operating expenses 478,365* (355,073)
Total operating expenses (135,409) (2,262,106)
Operating loss for the period (3,754,611) (8,150,426)
Other comprehensive income - -
Total comprehensive loss for the period (3,754,611) (8,150,426)
Earnings per share
Basic and diluted loss per US$ share 9 US$(0.09) US$(0.34)
Basic and diluted loss per GBP share 9 US$(0.31) US$(0.22)
All items derive from continuing activities.
* The credit to other expenses represents the reversal of accruals as a result
of a reduction in expenses as the Company continues to wind down.
The accompanying notes form an integral part of these financial statements.
Unaudited Condensed Statement of Changes in Equity
For the six months ended 30 June 2015
Special Retained
reserve earnings Total
Note US$ US$ US$
Total equity as at 1 January 2015 515,783,066 (345,351,728) 170,431,338
Total comprehensive loss for the - (3,754,611) (3,754,611)
period
Capital distribution 7 (59,106,924) - (59,106,924)
Total equity as at 30 June 2015 456,676,142 (349,106,339) 107,569,803
Total equity as at 1 January 2014 579,014,573 (300,822,334) 278,192,239
Total comprehensive loss for the - (8,150,426) (8,150,426)
period
Capital distribution 7 (35,245,636) - (35,245,636)
Total equity as at 30 June 2014 543,768,937 (308,972,760) 234,796,177
The accompanying notes form an integral part of these financial statements.
Unaudited Condensed Statement of Cash Flows
For the six months ended 30 June 2015
Six months ended Six months ended
30 June 2015 30 June 2014
US$ US$
Cash flows from operating activities
Net bank interest received 1,791 65
Dividends received 50,921,982 1,227,097
Operating expenses paid (647,256) (2,986,720)
Net cash from/(used in) operating activities 50,276,517 (1,759,558)
Cash flows from investing activities
Sales of investments and returns of capital 76,424,671 -
Purchases of investments in liquidity funds (78,001,780) -
Net cash flows on derivative instruments and (2,279,296) 6,224,390
foreign exchange
Net cash (used in)/from investing activities (3,856,405) 6,224,390
Cash flows from financing activities
Capital distributions (59,106,924) (35,245,636)
Net cash used in financing activities (59,106,924) (35,245,636)
Net decrease in cash and cash equivalents (12,686,812) (30,780,804)
Reconciliation of net cash flows to movement in cash and cash
equivalents
Cash and cash equivalents at the beginning of 14,383,849 41,013,703
the period
Decrease in cash and cash equivalents (12,686,812) (30,780,804)
Cash and cash equivalents at the end of the 1,697,037 10,232,899
period
The accompanying notes form an integral part of these financial statements.
Notes to the Unaudited Condensed Interim Financial Statements
1. Basis of Preparation
a) Statement of Compliance
These unaudited condensed interim financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting and on a going concern
basis, despite the managed wind-down of the Company approved by the
shareholders on 13 March 2013. The Directors have examined significant areas of
possible financial going concern risk and are satisfied that no material
exposures exist. The Directors therefore consider that the Company has adequate
resources to continue in operational existence for the foreseeable future and
after due consideration believe that it is appropriate to adopt the going
concern basis despite the managed wind-down of the Company over the next few
years.
These unaudited condensed interim financial statements do not include as much
information as the annual financial statements, and should be read in
conjunction with the audited financial statements of the Company for the year
ended 31 December 2014. Selected explanatory notes are included to explain
events and transactions that are relevant to understanding the changes in
financial position and performance of the Company since the last annual
financial statements.
These unaudited condensed interim financial statements were authorised for
issue by the Board of Directors on 27 August 2015.
b) Judgements and Estimates
Preparing the unaudited condensed interim financial statements requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities income and expenses. Actual results may differ from these
estimates. The significant judgements made by management in applying the
Company's accounting policies, and the key sources of estimation uncertainty,
were the same as those that applied to the audited financial statements of the
Company for the year ended 31 December 2014.
1. Summary of Significant Accounting Policies
The Board has concluded that at present the managed wind-down of the Company
has no significant impact on the valuation of the Company's investments.
The accounting policies applied in these unaudited condensed interim financial
statements are the same as those applied in the Company's audited financial
statements for the year ended 31 December 2014.
1. Financial Assets and Liabilities at Fair Value through Profit or Loss
30 June 2015 31 December
2014
US$ US$
Financial assets held for trading:
- Derivative financial assets 524,699 16,430
Total financial assets held for trading 524,699 16,430
Designated at fair value through profit or loss at
inception:
- Equity investments 107,434,465 134,447,796
Total designated at fair value through profit or loss 107,434,465 134,447,796
at inception
Total financial assets at fair value through profit or 107,959,164 134,464,226
loss
There were no significant changes to the Company's direct equity other than
valuation movements.
As at 30 June 2015, derivative financial assets comprised forward foreign
currency contracts as follows:
Currency Amount Currency Amount Maturity Unrealised
Bought Bought Sold Sold Date Gain
GBP 36,842,698 US$ 57,400,555 14/08/2015 524,699
Derivative financial assets 524,699
As at 31 December 2014, derivative financial assets comprised forward foreign
currency contracts as follows:
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Currency Amount Currency Amount Maturity Unrealised
Bought Bought Sold Sold Date Gain
US$ 3,198,215 GBP 2,041,330 17/02/2015 16,430
Derivative financial assets 16,430
30 June 2015 31 December
2014
US$ US$
Financial liabilities held for trading:
- Derivative financial liabilities - (538,871)
Total financial liabilities held for trading - (538,871)
As at 30 June 2015, there were no derivative financial liabilities held by the
Company.
As at 31 December 2014, derivative financial liabilities comprised forward
foreign currency contracts as follows:
Currency Amount Currency Amount Maturity Unrealised
Bought Bought Sold Sold Date Loss
GBP 67,358,975 US$ 105,530,125 17/02/2015 (538,871)
Derivative financial liabilities (538,871)
1. Net Gain/Loss from Financial Assets and Liabilities at Fair Value through
Profit or Loss
30 June 2015 31 December
2014
US$ US$
Other net changes in fair value through profit or loss:
- Realised (6,014,127) (20,853,104)
- Change in unrealised (31,057,936) (71,233,323)
Total loss (37,072,063) (92,086,427)
Other net changes in fair value on derivative assets held (936,838) (6,576,846)
for trading
Other net changes in fair value on assets designated at (36,135,225) (85,509,581)
fair value through profit or loss
Total net loss (37,072,063) (92,086,427)
1. Other Financial Assets and Liabilities
a. Other financial assets:
Other financial assets relate to prepaid expenses and comprised the following:
30 June 2015 31 December
2014
US$ US$
Dividends receivable - 17,175,594
Due from brokers - 7,544,785
Prepaid Directors' insurance 24,364 10,166
Prepaid regulatory fees 148 -
24,512 24,730,545
a. Other financial liabilities:
Other financial liabilities relate to accounts payable and accrued expenses,
and comprised the following:
30 June 2015 31 December
2014
US$ US$
Management fee payable (net) 79,721 117,712
Incentive fee payable 1,890,098 1,726,717
Other accruals 141,091 763,982
2,110,910 2,608,411
The net management fee payable includes a rebate of US$16,323 (31 December
2014: US$102,437) due from the Investment Manager in accordance with the
Investment Management Agreement.
1. Financial Instruments
a) Financial risk management
The Company's financial risk management objectives and policies are consistent
with those disclosed in the audited financial statements of the Company for the
year ended 31 December 2014.
b) Carrying amounts versus fair values
As at 30 June 2015, the carrying values of financial assets and liabilities
presented in the Unaudited Condensed Statement of Financial Position
approximate their fair values.
c) Financial instruments carried at fair value - fair value hierarchy
The Company classifies fair value measurements using a fair value hierarchy
that reflects the significance of the inputs used in making the measurements.
The fair value hierarchy has the following levels:
* Level 1: Quoted prices (unadjusted) in an active market for identical
instruments.
* Level 2: Valuation techniques based on observable inputs, either directly
(i.e. as prices) or indirectly (i.e. derived from prices). This category
includes instruments valued using: quoted prices in active markets for
similar instruments; quoted prices for identical or similar instruments in
markets that are considered less than active; or other valuation techniques
for which all significant inputs are directly or indirectly observable from
market data.
* Level 3: Valuation techniques using significant unobservable inputs. This
category includes all instruments for which the valuation technique
includes inputs not based on observable market data and the unobservable
inputs have a significant effect on the instrument's valuation. This
category includes instruments that are valued based on quoted prices for
similar instruments for which significant unobservable adjustments or
assumptions are required to reflect differences between the instruments.
The level in the fair value hierarchy within which the fair value measurement
is categorised is determined on the basis of the lowest level input that is
significant to the fair value measurement. For this purpose, the significance
of an input is assessed against the fair value measurement in its entirety. If
a fair value measurement uses observable inputs that require significant
adjustment based on unobservable inputs, that measurement is a level 3
measurement. Assessing the significance of a particular input to the fair value
measurement in its entirety requires judgement, considering factors specific to
the asset or liability.
The Company considers observable market data to be that market data which is
readily available, regularly distributed or updated, reliable and verifiable,
not proprietary, and provided by independent sources that are actively involved
in the relevant market.
The Company recognises transfers between levels 1, 2 and 3 based on the date of
the event or change in circumstances that caused the transfer. This policy on
the timing of recognising transfers is the same for transfers into a level as
for transfers out of a level.
There were no transfers to or from level 3 during the period.
The following table analyses within the fair value hierarchy the Company's
financial assets and liabilities at fair value through profit and loss (by
class) measured at fair value as at 30 June 2015:
Level 1 Level 2 Level 3 Total balance
Financial assets at fair value
through profit and loss
Financial assets held for trading:
- Derivative financial assets - 524,699 - 524,699
Financial assets designated at
fair value through profit or loss
at inception:
- Equity investments 30,445,967 - 76,988,498 107,434,465
Total 30,445,967 524,699 76,988,498 107,959,164
The following table analyses within the fair value hierarchy the Company's
financial assets and liabilities at fair value through profit and loss (by
class) measured at fair value as at 31 December 2014:
Level 1 Level 2 Level 3 Total balance
Financial assets at fair value
through profit and loss
Financial assets held for trading:
- Derivative financial assets - 16,430 - 16,430
Financial assets designated at
fair value through profit or loss
at inception:
- Equity investments 8,779,524 - 125,668,272 134,447,796
Total 8,779,524 16,430 125,668,272 134,464,226
Financial liabilities at fair
value
through profit and loss
Financial liabilities held for
trading:
- Derivative financial liabilities - 538,871 - 538,871
Total - 538,871 - 538,871
Level 1 assets include Aginyx Ordinary Shares (MCX) and the Ashmore SICAV 2
Global Liquidity US$ Fund.
Level 2 assets and liabilities include forward foreign currency contracts that
are calculated internally using observable market data.
Level 3 assets include all unquoted funds, limited partnerships and unquoted
investments. Investments in unquoted funds and limited partnerships are valued
on the basis of the latest Net Asset Value, which represents the fair value, as
provided by the administrator of the unquoted fund at the close of business on
the relevant valuation day. Unquoted funds have been classified as level 3
assets after consideration of their underlying investments, lock-up periods and
liquidity.
The following table presents the movement in level 3 instruments for the period
ended 30 June 2015.
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Equity securities
Opening balance as at 1 January 125,668,272
2015
Sales and returns of capital (20,151,086)
Gains and losses recognised in profit and (28,528,688)
loss *
Closing balance as at 30 June 76,988,498
2015
* Gains and losses recognised in profit and loss include unrealised results of
US$(389,498,518) on existing level 3 instruments as at 30 June 2015.
Total gains and losses included in the Unaudited Condensed Statement of
Comprehensive Income are presented in "Other net changes in fair value on
financial assets and liabilities at fair value through profit or loss".
Valuation methodology of level 3 assets held directly by the Company and
indirectly by the Company through its investments in the underlying Ashmore
Funds
The Pricing Methodology and Valuation Committee (PMVC) which has been
authorised as an Approved Person to provide valuations to the Administrator,
operates and meets to consider the methods for pricing hard-to-value
investments where a reliable pricing source is not available, if an asset does
not trade regularly, or in the case of a significant event (such as a major
economic event or market volatility outside of local market hours). These
assets, which are classified within level 3, may include all asset types but
are frequently 'Special Situations' style investments, typically incorporating
distressed, illiquid or private equity assets.
For these hard-to-value investments, the methodology and models used to
determine fair value are created in accordance with the International Private
Equity and Venture Capital Valuation (IPEV) guidelines by experienced personnel
at an independent third-party valuation specialist. The valuation is then
subject to review, amendment if necessary, then approval, firstly by the PMVC,
and then by the Board of Directors of the Company.
Valuation techniques used by the third-party valuation specialists include the
market approach, the income approach or the cost approach for which sufficient
and reliable data is available. Within level 3, the use of the market approach
generally consists of using comparable market transactions, while the use of
the income approach generally consists of the net present value of estimated
future cash flows, adjusted as deemed appropriate for liquidity, credit, market
and/or other risk factors.
Inputs used by the third-party valuation specialist in estimating the value of
level 3 investments may include the original transaction price, recent
transactions in the same or similar instruments, completed or pending
third-party transactions in the underlying investment or comparable issuers,
subsequent rounds of financing, recapitalisations and other transactions across
the capital structure, offerings in the equity or debt capital markets, and
changes in financial ratios or cash flows. Level 3 investments may also be
adjusted to reflect illiquidity and/or non-transferability.
The following tables show the valuation techniques and the key unobservable
inputs used in the determination of the fair value of level 3 direct
investments:
Balance as at Valuation Unobservable inputs Range
30 June 2015 methodology
US$
Equity in private 15,942,888 Comparable and - Forecast annual N/A
companies revenue growth rate
Discounted - Forecast EBITDA margin
Cashflows
- Risk adjusted discount
rate
- Market multiples
Investments in 61,045,610 Net Asset Value Inputs to Net Asset N/A
unlisted Funds Value
Balance as at Valuation
31 December methodology Unobservable inputs Range
2014
US$
Equity in private 15,125,986 Comparable and - Forecast annual N/A
companies revenue growth rate
Discounted - Forecast EBITDA margin
Cashflows
- Risk adjusted discount
rate
- Market multiples
Investments in 110,542,286 Net Asset Value Inputs to Net Asset N/A
unlisted Funds Value
The Company believes that its estimates of fair value are appropriate; however
the use of different methodologies or assumptions could lead to different
measurements of fair value. For fair value investments in level 3, changing one
or more of the assumptions used to alternative assumptions would result in an
increase or decrease in net assets attributable to investors. Due to the
numerous different factors affecting the assets, the impact cannot be reliably
quantified. It is reasonably possible on the basis of existing knowledge, that
outcomes within the next financial period that are different from the
assumptions used could require a material adjustment to the carrying amounts of
affected assets.
1. Capital and Reserves
Share Conversion
The following share conversions took place during the period ended 30 June
2015:
Transfers from Transfers to Number of shares Number of shares
to switch out to switch in
GBP shares US$ shares 1,046,982 1,594,254
Compulsory Redemptions
Following the approval by the Company's shareholders of the wind-down proposal
as described in the circular published on 20 February 2013, during the period
ended 30 June 2015, the Company announced partial returns of capital to
shareholders by way of compulsory partial redemptions of shares with the
following redemption dates:
* 30 January 2015, using the 31 December 2014 Net Asset Value; and
* 1 May 2015, using the 31 March 2015 Net Asset Value.
The amounts applied to the partial redemptions of shares comprised monies from
the realisation of the Company's investments up to and including the reference
NAV calculation dates pursuant to the wind-down of the Company.
During the period, the following shares were redeemed by way of compulsory
partial redemptions of shares:
Number of ordinary Consideration in US$
shares redeemed
US$ shares 4,882,690 25,373,355
GBP shares 4,394,592 33,733,569
59,106,924
Voting rights
The voting rights each share is entitled to in a poll at any general meeting of
the Company (applying the Weighted Voting Calculation as described in the
Prospectus published by the Company on 6 November 2007) are as follows:
US$ shares: 1.0000
GBP shares: 2.0288
The above figures may be used by shareholders as the denominator for
calculations to determine if they are required to notify their interest in, or
a change to their interest in the Company under the FCA's Disclosure and
Transparency Rules.
1. Net Asset Value
The Net Asset Value of each US$ and GBP share is determined by dividing the total
net assets of the Company attributable to the US$ and GBP share classes by the
number of US$ and GBP shares in issue respectively at the period end as follows:
Net assets Net assets Net assets
As at 30 June 2015 attributable to Shares in issue per share per share
each in US$ in local
share class in US$ currency
US$ shares 50,249,255 9,660,205 5.20 5.20
GBP shares 57,320,548 7,130,476 8.04 5.11
107,569,803
Net assets Net assets Net assets
As at 31 December attributable to Shares in issue per share per share
2014 each in US$ in local
share class in US$ currency
US$ shares 68,325,380 12,948,641 5.28 5.28
GBP shares 102,105,958 12,572,050 8.12 5.21
170,431,338
The allocation of the Company's Net Asset Value between share classes is
further described in the Company's Prospectus.
1. Earnings per Share (EPS)
The calculation of the earnings per US$ and GBP share is based on the gain/(loss)
for the period attributable to US$ and GBP shareholders and the respective
weighted average number of shares in issue for each share class during the
period.
The loss attributable to each share class for the period ended 30 June 2015 was
as follows:
US$ share GBP share
Issued shares at the beginning of 12,948,641 12,572,050
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the period
Effect on the weighted average number of shares:
- Conversion of shares 718,492 (470,522)
- Compulsory redemption of shares (3,161,872) (2,955,678)
Weighted average number of shares 10,505,261 9,145,850
Loss per share class (US$) (900,731) (2,853,880)
EPS (US$) (0.09) (0.31)
There were no dilutive instruments in issue during the period.
The loss attributable to each share class for the period ended 30 June 2014 was
as follows:
US$ share GBP share
Issued shares at the beginning of 15,462,002 17,690,012
the period
Effect on the weighted average number of shares:
- Conversion of shares 266,330 (160,485)
- Compulsory redemption of shares (1,646,498) (1,883,715)
Weighted average number of shares 14,081,834 15,645,812
Loss per share class (US$) (4,746,356) (3,404,069)
EPS (US$) (0.34) (0.22)
There were no dilutive instruments in issue during the period.
1. Segmental Reporting
Although the Company has two share classes and invests in various investment
themes, it is organised and operates as one business and one geographical
segment, as the principal focus is on emerging market strategies, mainly
achieved via investments in funds domiciled in Europe but investing globally.
Accordingly, all significant operating decisions are based upon analysis of the
Company as one segment. The financial results from this segment are equivalent
to the financial statements of the Company as a whole. Additionally, the
Company's performance is evaluated on an overall basis. The Company's
management receives financial information prepared under IFRS and, as a result,
the disclosure of separate segmental information is not required.
1. Ultimate Controlling Party
In the opinion of the Directors and on the basis of shareholdings advised to
them, the Company has no ultimate controlling party.
1. Involvement with Unconsolidated Structured Entities
The table below describes the types of structured entities that the Company
does not consolidate but in which it holds an interest.
Type of structured Nature and purpose Interest held by the Company
entity
To manage assets on behalf
of third party investors. Investments in units issued
Investment funds These vehicles are financed by the Funds
through the issue of units
to investors.
The table below sets out interests held by the Company in unconsolidated
structured entities. The maximum exposure to loss is the carrying amount of the
financial assets held.
Carrying amount
Investment in unlisted Number of Total net included in "Financial
investment funds investee assets assets at fair value
funds through profit or
loss"
Special Situations Private 8 319,196,850 55,221,981
Equity Funds
Real Estate Funds 2 60,739,310 5,823,629
During the period, the Company did not provide financial support to these
unconsolidated structured entities and the Company has no intention of
providing financial or other support, except for the outstanding commitments
disclosed in note 14 to the financial statements.
1. Related Party Transactions
Parties are considered to be related if one party has the ability to control
the other party or to exercise significant influence over the other party in
making financial or operational decisions.
The Directors are responsible for the determination of the investment policy of
the Company and have overall responsibility for the Company's activities. The
Company's investment portfolio is managed by Ashmore Investment Advisors
Limited*.
The Company and the Investment Manager entered into an Investment Management
Agreement under which the Investment Manager has been given responsibility for
the day-to-day discretionary management of the Company's assets (including
uninvested cash) in accordance with the Company's investment objectives and
policies, subject to the overall supervision of the Directors and in accordance
with the investment restrictions in the Investment Management Agreement and the
Articles of Incorporation.
During the period ended 30 June 2015, the Company had the following related
party transactions:
Income/ Receivable/
(Expense) (Payable)
Related Party Nature US$ US$
Ashmore Investment Advisors Limited* Management fees (360,451) (79,721)
(net)
Ashmore Investment Advisors Limited* Incentive fees (163,381) (1,890,098)
Board of Directors Directors' fees (72,292) (14,208)
Investment
Activity
US$
Related funds Purchases (78,000,000)
Related funds Sales 65,805,865
Related funds Dividends 33,092,688
* Ashmore Investment Management Limited until 18 July 2014.
During the period ended 30 June 2014, the Company engaged in the following
related party transactions:
Income/ Receivable/
(Expense) (Payable)
Related Party Nature US$ US$
Ashmore Investment Management Management fees (1,900,316) (144,647)
Limited (net)
Ashmore Investment Management Incentive fees 138,519 (1,779,391)
Limited
Ashmore Investment Management Promotional fees (79,430) (172,334)
Limited
Board of Directors Directors' fees (113,583) (56,108)
Investment
Activity
US$
Related funds Dividends 1,227,097
Related funds are other funds managed by Ashmore Investment Advisors Limited or
its associates.
During the period ended 30 June 2015, Directors' remuneration was as follows:
Chairman: GBP31,500 per annum
Chairman of the Audit Committee: GBP31,500 per annum
Independent Directors: GBP29,700 per annum
Non-Independent Director: waived
The Directors had the following beneficial interests in the Company:
30 June 2015 31 December 2014
GBP ordinary shares GBP ordinary
shares
Nigel de la Rue 1,390 2,177
Christopher Legge 870 1,360
Richard Hotchkis 524 818
Purchases and sales of the Ashmore SICAV 2 Global Liquidity Fund ("Global
Liquidity Fund") were solely related to the cash management of US dollars on
account. Funds are swept into the S&P AAAm rated Global Liquidity Fund and
returned as and when required for asset purchases or distributions. The Global
Liquidity Fund is managed under the dual objectives of the preservation of
capital and the provision of daily liquidity, investing exclusively in very
highly rated short-term liquid money market securities.
1. Commitments
During the year ended 31 December 2010, the Company entered into a subscription
agreement with Everbright Ashmore China Real Estate Fund LP for a total
commitment of US$10 million. As at 30 June 2015, the outstanding commitment was
US$529,455 (31 December 2014: US$529,455).
During the year ended 31 December 2011, the Company increased its commitment to
VTBC Ashmore Real Estate Partners 1 LP to a total of EUR11.4 million. As at 30
June 2015, the outstanding commitment was EUR243,474 (31 December 2014: EUR
243,474).
During the year ended 31 December 2011, the Company entered into a subscription
agreement with AA Development Capital India Fund LP for an initial commitment
of US$4,327,064, which was subsequently increased to US$23,581,027. AA
Development Capital India Fund LP was dissolved by its General Partner on 28
June 2013 with all outstanding commitments transferred to AA Development
Capital India Fund 1 LLC. As at 30 June 2015, the outstanding commitment was
US$6,261,340 (31 December 2014: US$6,261,340).
1. Subsequent Events
Compulsory Redemption of Shares
The following compulsory redemption of shares occurred on 31 July 2015 with
reference to the 30 June 2015 Net Asset Value:
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