TIDMAJG
RNS Number : 0998A
Atlantis Japan Growth Fund Ld
17 December 2014
ATLANTIS JAPAN GROWTH FUND LIMITED ("AJGF" or the "Company")
(A closed-ended investment company incorporated in Guernsey with
registration number 30709)
Statement of Interim Results
17 December 2014
The financial information set out in this announcement does not
constitute the Company's statutory accounts for the period ending
31st October 2014
The financial information for the period ended 31st October 2014
is derived from the financial statements delivered to the UK
Listing Authority.
Interim Management Report and Investment Manager's Report
For the six months ended 31st October 2014
Performance
Since
3M 6M 1Y 3Y 5Y launch
---------------- ------ ------ ------ ------- ------ --------
AJGF (US$) -6.9% 6.4% -0.5% 53.1% 64.3% 105.5%
---------------- ------ ------ ------ ------- ------ --------
TOPIX TR (US$) -3.9% 6.4% 0.4% 30.3% 35.4% -2.8%
---------------- ------ ------ ------ ------- ------ --------
YTD 2013 2012 2011 2010 2009
---------------- ------ ------ ------ ------- ------ --------
AJGF (US$) -6.4% 44.5% 15.7% -4.8% 14.5% 8.3%
---------------- ------ ------ ------ ------- ------ --------
TOPIX TR (US$) -1.6% 26.4% 9.0% -13.0% 14.7% 5.3%
---------------- ------ ------ ------ ------- ------ --------
Despite some profit taking in May, Japanese stock markets moved
sideways to higher through September, and then experienced selling
during most of October before rising sharply at the end of the
month due to the Bank of Japan's decision to expand quantitative
easing aggressively. For the six month period ended 31st October
the Topix gained 6.4% with the Fund also rising 6.4%, note all
figures calculated in US dollars and on a total return basis.
October was one of the most volatile months we can remember.
The Fund's total borrowings remain unchanged at Yen1.25 billion
with cash ending October at Yen138 million at which point the Fund
was approximately 12% leveraged. Against the US dollar the yen
ended October at Yen111.51, a loss of 8.1% from the closing rate of
Yen102.505 on 30th April 2014.
The Fund has no foreign exchange hedges and excluding cash is
invested entirely in Japanese equities and has no exposure to
convertible bonds, bonds, or derivatives. As at 31(st) October
2014, the Fund was invested in 78 holdings, all stocks, compared
with 82 at the end of April.
Market Comment
Many investors were disappointed by Japan's slow economic
recovery from the beginning of April, due primarily to the impact
of the April hike in the consumption tax from 5% to 8%. Areas most
affected included consumer spending, private capital investments
and housing starts with GDP figures especially weak for the quarter
ended June. We think that Mr. Kuroda, Governor of the Bank of
Japan, and Prime Minister Abe realized that the economic recovery
was slower than expected and that the government needed to take
aggressive measures to kick start the economy.
The Japanese markets have in fact responded very favourably to
the Bank of Japan's new aggressive plan. The yen has continued to
weaken which is perceived as a major plus for the exporters
including most manufacturing companies.
Some domestic and overseas investors have recently been net
buyers of Japanese equities and the market has moved steadily
higher. However eventually investors will be looking at GDP growth
and the trend of corporate earnings. For the fiscal year ending
March 2015 many economists are now suggesting that corporate
earnings will expand around 10% and hopefully the following year
will also be characterized by above sub-average growth.
Even after the recent rally, the market looks attractively
valued in our opinion in terms of PER, PBR, and dividend yield
versus bond yield. We expect interest rates to move sideways for
the time being and also see easy money continuing for some time.
Another positive is that the economy is not over heated and there
are no bubbles that we are aware of.
Possible challenges include a stronger yen, unlikely in our
opinion, a serious world recession, geo-political events, weak
economic growth in China or Southeast Asia, or runaway commodity
prices, again unlikely at this time. We think the economic outlook
has improved and will continue to improve further in coming months.
This should be good for both corporate earnings and the Tokyo Stock
Market.
Investment Strategy
We plan to stick to our investment style and will continue to
place stress on value and growth. We will try to avoid getting
caught up in manias, and will continue to visit a wide range of
companies in all kinds of businesses. Emphasis will be placed on
finding and buying undervalued growth companies. We realize that
this takes patience and we will continue to place stress on the
medium to longer term and will buy with the idea of holding a
position for an extended period of time. However if a stock goes up
too quickly we will not be afraid to take some profits and if
earnings do not come through as expected we will consider selling
our holding, even if it means selling at a loss.
We have no intention of playing short term trends but do aim to
have exposure to cyclical growth companies and to some long term
recovery situations. We will continue to place stress on buying
undervalued companies that can grow earnings over the next few
years or longer.
We also believe that risk control is important and therefore
will normally not invest more than 3-4% of our total assets in any
one company, especially in medium sized and smaller companies that
can often be relatively illiquid.
As always we will be aiming for long term capital
appreciation.
Atlantis Investment Research Corporation
Tiburon Partners LLP
November 2014
Directors' Interim Report and Statement of Directors
Responsibilities
For the six months ended 31st October 2014
The Directors are pleased to present their interim Report and
the Unaudited Financial Statements of the Company for the six month
period ended 31st October 2014.
In the opinion of the Company's Directors, the condensed
Directors' Interim Report enables investors to make an informed
assessment of the results and activities of the company for the
period. The Interim Report and Financial Statements are
unaudited.
CAPITAL VALUES
At 31st October 2014 the value of net assets available to
shareholders was $85,052,641 (30th April 2014 - $84,086,197) and
the Net Asset Value per share was $2.04 (30th April 2014 -
$1.92).
These capital values are inclusive of 200,000 treasury shares
issued on 31st October 2014 for $382,859 (please see note 8).
COMPANY'S OBJECTIVES, POLICIES AND STRATEGIES IN RESPECT OF
FINANCIAL ASSETS
As an investment trust, the Company invests in securities for
the long term. The financial investments held as assets by the
Company comprise of equity shares. 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.
Market risk
Market risk arises mainly from uncertainty about future prices
of financial instruments used in the Company's business. It
represents the potential loss the Company might suffer through
holding market positions in the face of price movements.
The market risk is monitored by the Board on a quarterly basis
and on a daily basis by the Investment Manager.
Currency risk
The Company's results for the period and net assets could be
significantly affected by currency movements as most of the
Company's assets are denominated in yen. In order to reduce this
risk the Company may hedge **its exposure to the Japanese currency.
The Company did not have any hedging arrangements in place at the
period end.
Borrowing and Interest rate risk
The Company finances its operations mainly through its share
capital and retained profits, including realised and unrealised
capital profits. Additional bank borrowings may be used with a view
to enhancing capital returns. However, the Company's Articles of
Association provide that borrowing levels should not exceed 20% of
Net Asset Value at the time any borrowing is effected. The level of
gross borrowing as at 31st October 2014 was 13.2%, and at 30th
April 2014 it was 14.5%.
The facility for yen 1,250,000,000 was rolled over every three
months in accordance with its terms most recently on 10th October
2014.
Liquidity risk and cash flow risk
Assuming a normal market environment, the majority of the
Company's assets comprise readily realisable securities, which can
be sold to meet funding commitments as necessary. As at 31st
October 2014 based on the assumption of one third of the volume for
the last 3 months average volume, 71.1% of the Company's assets can
be realised within two weeks, 19.1% can be realised between two
weeks and one month and the remaining 9.8% in excess of one
month.
GOING CONCERN
The Directors believe that the Company has adequate resources to
continue in operational existence for the foreseeable future. The
Company has introduced a redemption facility and as a result the
Company has reduced in size since this was implemented. Because the
Company is invested in listed and readily realisable assets these
outflows have had no material effect on the Company's ability to
meet its ongoing obligations therefore the Directors believe the
use of the going concern basis is still 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
as a going concern.
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"), 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 existing investment management
agreement between the Company and AFMG Limited ("AFMG") has been
terminated with AFMG no longer retaining a role in the management
of the Company's assets. Atlantis Investment Research Corporation
has been re-appointed 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. The Board has also appointed
Northern Trust (Guernsey) Limited (the "Depositary") to act as the
Company's depositary (as required by the AIFM Directive) on the
terms and subject to the conditions of a depositary agreement
between the Company, Tiburon and the Depositary. 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.
BOARD COMPOSITION
There were no changes to the board during the period.
DIRECTORS' RESPONSIBILITY STATEMENT
We confirm, to the best of their knowledge, state that:
- the condensed set of interim financial statements have been
prepared in accordance with IAS 34 Interim Financial
Reporting.;
- as required by DTR 4.2.7R of the FCA's Disclosure and
Transparency Rules, the interim management report includes a fair
review of 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
financial year; and
- the interim management report includes a fair review of the
information concerning related party transactions required by DTR
4.2.8R
Details of Ten Largest Investments
As at 31st October 2014 the ten largest investments comprise a
fair value of $27,012,267 (30th April 2014: $26,930,619)
representing 31.9% of Net Asset Value (30th April 2014: 32.0%) with
details as below:
Kito Corp (288,800 shares, cost $2,755,205)
The company 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 which should help
increase demand, sales, and earnings over the coming few years. The
weaker yen is another plus and the Investment Adviser expects
steady sales and earnings growth in coming years.
Fair value of $3,258,097 representing 3.9% of the Net Asset
Value (2013: 0.0%)
Tokio Marine Holdings (96,000 shares, cost $3,062,838)
Tokio is one of Japan's leading insurance companies and has now
entered the life insurance business and 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 $3,024,374 representing 3.6% of the Net Asset
Value (2013: 0.0%)
TDK (54,200 shares, cost $2,320,536)
TDK is now placing stress on producing parts and products used
in communication equipment, industrial equipment, disc drives,
etc., note the company had been heavily weighted in consumer
related products in former years. Sales are rising, profit margins
are improving and the Investment Adviser expects good
recovery/growth in coming years.
Fair value of $2,994,099 representing 3.5% of the Net Asset
Value (2013: 0.0%)
Hito Communications (179,800 shares, cost $1,655,796)
Hito is an outsourcing company specializing in providing well
trained staff for stores selling electronics goods, mostly
electronic discount stores. The company also is 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 $2,770,123 representing 3.3% of the Net Asset
Value (2013: 3.2%)
Ai Holdings (139,300 shares, cost $1,991,131)
Ai has several businesses including security surveillance
equipment installed in apartments including lobbies, hallways,
elevators, parking garages, etc. The company offers a very
competitive service and has been rapidly gaining market share. The
company is also involved in cutting machines for hobby use, issuing
cards for hospital patient use, credit use, etc. The company has
been very successful in taking over poorly run companies and then
growing their businesses. The Investment Adviser expects continued
high growth in coming years.
Fair value of $2,710,797 representing 3.2% of the Net Asset
Value (2013: 0.4%)
Aeon Delight (109,300 shares, cost $2,241,195)
Delight, which is part of the Aeon Group, is involved in
cleaning, maintenance, vending machines, building security with a
large portion of sales coming from the Aeon Group. In recent years
the company has been increasing its overseas sales, especially in
China. The company has been steadily expanding sales and earnings
and the Investment Adviser expects good growth in coming years.
Fair value of $2,657,271 representing 3.1% of the Net Asset
Value (2013: 0.0%)
EDION Corp (365,800 shares, cost $2,564,003)
Edion has a chain of stores selling electrical appliances and is
also involved in selling products related to housing renovation,
note one of the company's largest shareholders is LIXIL which
produces and sells housing fixtures and equipment. Sales fell after
the consumption price hike in April but have in recent months been
slowly recovering. Expected new store openings and a recovery in
consumer spending should help boost sales and earnings over the
next few years.
Fair value of $2,594,815 representing 3.1% of the Net Asset
Value (2013: 0.0%)
Nihon M&A Center (85,500 shares, cost $720,160)
The company puts together buyers and sellers of small
businesses, often smaller family run operations. Nihon works
closely with accounting companies and local banks who help to
introduce buyers and sellers to Nihon. The Investment Adviser
expects steadily expanding sales and earnings as the company opens
new offices and hires and trains new consultants.
Fair value of $2,434,423 representing 2.9% of the Net Asset
Value (2013: 4.0%)
Kokusai (147,300 shares, cost $2,183,960)
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
several years.
Fair value of $2,344,700 representing 2.8% of the Net Asset
Value (2013: 0.0%)
Fuyo General Lease (57,000 shares, cost $2,190,886)
Fuyo is backed up by the Mizuho Financial Group and is now
benefiting from low interest rates and should also profit from the
expected economic recovery and subsequent widening of spreads. The
Investment Adviser expects steadily rising earnings over the coming
few years. The company plans to raise the dividend.
Fair value of $2,223,567 representing 2.6% of the Net Asset
Value (2013: 1.8%)
Comparisons at 31st October
2014 are as follows:-
Fair Percentage
Investment Shares Cost $ Value $ of NAV
Kito Corp 288,800 2,755,205 3,258,097 3.8
Tokio Marine Holdings 96,000 3,062,838 3,024,375 3.6
TDK 54,200 2,320,536 2,994,099 3.5
Hito Communications 179,800 1,655,796 2,770,123 3.3
Ai Holdings 139,300 1,991,131 2,710,797 3.2
Aeon Delight 109,300 2,241,195 2,657,271 3.1
EDION Corp 365,800 2,564,003 2,594,815 3.1
Nihon M&A Center 85,500 720,160 2,434,423 2.9
Kokusai 147,300 2,183,960 2,344,700 2.8
Fuyo General Lease 57,000 2,190,886 2,223,567 2.6
Comparisons at 30th April 2014
are as follows
Fair Percentage
Investment Shares Cost $ Value $ of NAV
Hito Communications 193,900 1,785,644 3,217,637 3.9
Inaba Denki Sangyo 103,800 2,682,915 3,169,543 3.8
Sumitomo Mitsui Financial
Group 71,300 2,248,959 2,805,257 3.3
Nihon M&A Center 120,000 1,010,751 2,794,400 3.3
Kito Corp 152,000 2,900,216 2,774,421 3.3
Toyota Tsusho 104,500 1,108,942 2,741,335 3.3
TDK 57,000 2,440,416 2,424,467 2.9
Sakai Moving Service 69,900 1,595,831 2,352,617 2.8
Ai Holdings 146,600 2,095,476 2,328,324 2.8
Itoki 310,000 2,037,542 2,322,618 2.8
Comparisons at 31st October
2013 are as follows:-
Fair Percentage
Investment Shares Cost $ Value $ of NAV
Daikin Industries 71,200 1,910,415 4,064,018 4.3
Nihon M&A Center 48,400 1,223,009 3,727,812 3.9
Toyota Motor 57,000 2,225,032 3,682,658 3.9
Sumitomo Mitsui Financial
Group 75,100 2,368,820 3,598,932 3.8
Inaba Denki Sangyo 109,300 2,825,073 3,283,949 3.5
Toyota Tsusho 118,800 1,260,691 3,284,119 3.5
Tanseisha 477,000 3,340,382 3,207,987 3.4
Hito Communications 204,100 1,879,577 2,998,631 3.2
Mitsui Fudosan 86,000 1,553,070 2,830,646 3.0
Saint Marc Holdings 54,900 2,071,442 2,815,241 3.0
Unaudited Schedule of Investments
Fair Value
Financial assets at fair value % of
Holdings through profit or loss USD 000s NAV
Advertising: 0.73% (30 Apr
2014: 1.01%)
123,400 Hakuten 619 0.73
Apparel: 0.00% (30 Apr 2014:
0.22%) - -
Auto Manufacturers: 0.00% (30 Apr 2014:
2.72%) - -
Auto Parts & Equipment: 1.92% (30 Apr
2014: 2.27%)
72,200 Mitsuba 1,123 1.32
59,300 Muro 511 0.60
Banks: 2.20% (30 Apr 2014:
3.34%)
47,500 Sumitomo Mitsui Financial Group 1,874 2.20
Building Materials: 0.00% (30
Apr 2014: 1.95%) - -
Chemicals: 10.23% (30 Apr 2014:
4.35%)
316,000 Kinugawa Rubber Industrial 1,315 1.55
85,000 Lintec 1,756 2.06
130,900 MORESCO 2,093 2.46
133,000 Nippon Shokubai 1,574 1.85
Yushiro Chemical
156,800 Industry 1,963 2.31
Commercial Services: 16.08% (30 Apr
2014: 19.99%)
109,300 Aeon Delight 2,657 3.12
133,400 Daiohs 1,086 1.28
180,400 Gakujo 1,691 1.99
179,800 Hito Communications 2,770 3.26
37,300 Kanamoto 1,335 1.57
85,500 Nihon M&A Center 2,434 2.86
72,200 Outsourcing 1,023 1.20
40,700 Trust Tech 684 0.80
Computers: 3.95% (30 Apr 2014:
5.02%)
8,700 Roland DG 366 0.43
54,200 TDK 2,994 3.52
Distribution/Wholesale: 6.21% (30 Apr
2014: 8.39%)
139,300 Ai Holdings 2,711 3.19
42,800 Maruka Machinery 511 0.60
194,800 Morito 1,321 1.55
30,000 Toyota Tsusho 740 0.87
Diversified Financial Services: 7.95%
(30 Apr 2014: 6.59%)
Fuyo General
57,000 Lease 2,224 2.61
42,000 IBJ Leasing 983 1.16
110,400 Kyokuto Securities 1,829 2.15
233,600 Tokai Tokyo Financial 1,548 1.82
23,800 UCS 180 0.21
Electrical Components & Equipment: 0.66% (30
Apr 2014: 0.43%)
99,800 Onamba 564 0.66
Electronics: 6.49% (30 Apr
2014: 4.98%)
147,300 Kokusai 2,345 2.76
82,000 Kyowa Electronics Instruments 338 0.40
166,300 Marubun 1,050 1.23
23,800 Nihon Denkei 286 0.34
71,300 Sigma Koki 636 0.75
105,500 Suzuki 857 1.01
Engineering & Construction: 2.88% (30
Apr 2014: 1.41%)
295,000 Giken Kogyo 661 0.78
185,800 Raito Kogyo 1,788 2.10
Hand/Machine Tools: 3.16% (30 Apr 2014:
2.20%)
26,400 Disco 1,769 2.08
76,000 Nitto Seiko 251 0.30
93,800 Takamatsu Machinery 665 0.78
Home Builders: 0.00% (30 Apr
2014: 0.36%) - -
Home Furnishings: 0.94% (30 Apr
2014: 0.21%)
128,000 Zojirushi 802 0.94
Insurance: 3.56% (30 Apr 2014:
0.00%)
96,000 Tokio Marine Holdings 3,024 3.56
Internet: 1.56% (30 Apr 2014:
3.49%)
142,600 Matsui Securities 1,330 1.56
Machinery-Construction & Mining: 0.00%
(30 Apr 2014: 1.78%) - -
Machinery-Diversified: 5.71% (30 Apr
2014: 7.40%)
150,000 Aida Engineering 1,416 1.67
228,000 CKD 1,947 2.29
85,500 Nittoku Engineering 826 0.97
95,000 OKUMA 665 0.78
Media: 0.81% (30 Apr 2014:
0.88%)
84,300 Nippon BS Broadcasting 691 0.81
Metal Fabricate/Hardware: 1.69% (30
Apr 2014: 2.32%)
3,300 Okaya 213 0.25
437,000 Ryobi 1,172 1.38
14,300 SANNO 51 0.06
Miscellaneous Manufacturing: 5.93% (30
Apr 2014: 4.21%)
288,800 Kito Corp 3,258 3.83
69,400 Kuriyama 750 0.88
171,000 Tigers Polymer 1,035 1.22
Office Furnishings: 2.29% (30
Apr 2014: 4.28%)
351,500 Itoki 1,948 2.29
Pharmaceuticals: 0.00% (30 Apr
2014: 0.88%) - -
Real Estate: 5.47% (30 Apr
2014: 4.77%)
713,000 Arealink 902 1.06
138,800 Fuji 785 0.92
85,500 Japan Property Management Center 1,556 1.83
105,200 Nisshin Fudosan 458 0.54
50,000 Seibu 956 1.12
Retail: 10.70% (30 Apr 2014:
3.67%)
42,700 Amiyaki Tei 1,530 1.80
22,800 Arcland Service 701 0.82
365,800 EDION Corp 2,595 3.05
106,100 Hard Off Corp 856 1.01
123,500 Himaraya 1,060 1.25
18,300 HUB 711 0.84
60,500 Misawa 1,242 1.46
7,600 St Marc 397 0.47
Semiconductors: 2.28% (30 Apr
2014: 4.69%)
43,500 Samco 389 0.46
334,700 UT 1,549 1.82
Software: 1.30% (30 Apr 2014:
1.13%)
52,100 Pro-Ship 1,105 1.30
Storage/Warehousing: 0.22% (30 Apr 2014:
0.00%)
50,000 Mitsui-Soko 187 0.22
Telecommunications: 1.39% (30 Apr 2014:
0.00%)
320,000 Nakayo 1,004 1.18
4,800 WirelessGate 180 0.21
Textiles: 1.60% (30 Apr 2014:
2.29%)
285,000 Suminoe Textile 769 0.90
90,000 Toray Industries 596 0.70
Transportation: 2.98% (30 Apr
2014: 5.07%)
Sakai Moving
66,400 Service 2,093 2.46
104,000 Senko 441 0.52
Total Japan (30 Apr 2014: 112.30%) 94,315 110.89
----------------------- ----------------
Total Equities (30 Apr 2014:
112.30%) 94,315 110.89
----------------------- ----------------
Total Investments 94,315 110.89
Cash (30 Apr 2014:
0.83%) 614 0.72
Other Net Liabilities (30 Apr
2014: (13.13%)) (9,876) (11.61)
Net Assets Attributable to Holders
of Redeemable
Participating Shares at fair
value 85,053 100.00
======================= ================
Unaudited Statement of Comprehensive Income
For the six months ended 31st October 2014
(Unaudited) (Unaudited)
01-May-14 to 31-Oct-14 01-May-13 to 31-Oct-13
Revenue Capital Total Revenue Capital Total
Notes $'000 $'000 $'000 $'000 $'000 $'000
Income
Gains on investments
3 held at fair value - 4,911 4,911 - 4,413 4,413
Gain on foreign exchange - 900 900 - 28 28
Dividend income 851 - 851 876 - 876
851 5,811 6,662 876 4,441 5,317
---------- -------- -------- ---------- -------- --------
Expenses
Losses on investments
3 held at fair value - - - - - -
Investment management
4 fee 459 - 459 472 - 472
5 Depositary fees 57 - 57 38 - 38
6 Administration fees 73 - 73 75 - 75
Registrar and transfer
agent fees 7 - 7 18 - 18
7 Directors' fees and expenses 145 - 145 96 - 96
Insurance fees 9 - 9 8 - 8
Audit fee 27 - 27 21 - 21
Printing and advertising
fees 23 - 23 5 - 5
Legal and professional
fees 271 - 271 37 - 37
Listing fees 1 - 1 8 - 8
Miscellaneous expenses 13 - 13 2 - 2
1,085 - 1,085 780 - 780
---------- -------- -------- ---------- -------- --------
Finance cost
Interest expense and
bank charges 98 - 98 66 - 66
---------- -------- -------- ---------- -------- --------
(Loss)/Profit before
tax (332) 5,811 5,479 30 4,441 4,471
Taxation (131) - (131) (64) - (64)
---------- -------- -------- ---------- -------- --------
Profit and total
comprehensive (loss)/income
for the year (463) 5,811 5,348 (34) 4,441 4,407
========== ======== ======== ========== ======== ========
(Deficit)/earnings per
9 ordinary share $(0.011) $0.134 $0.123 $(0.001) $0.092 $0.091
========== ======== ======== ========== ======== ========
All of the Company's income and expenses are included in the
profit/loss for the period and therefore the profit for the period
is also the Company's comprehensive income for the period, as
defined by IAS 1 (revised). In arriving at the result for the
period, 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.
Uuaudited Statement of Changes In Equity
For the six months ended 31st October 2014
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
(#restated) - - (21,539) # 107,085 # 10,173 (11,633) 84,086
Movements
during the
period
17 Redemptions - (4,029) - - - - (4,029)
Shares bought
into
treasury - - (735) - - - (735)
Proceeds from
reissue
of treasury
shares - - 383 - - - 383
Transfer from
capital
reserve - 4,029 - - - - 4,029
Transfer to
share
premium - - - (4,029) - - (4,029)
Gain on
investments
4 sold - - (6,376) 6,376 - - -
Movement on
loss on
valuation of
4 investments - - 1,465 - (1,465) - -
Loss on
foreign
exchange - - (900) - - 900 -
Total
comprehensive
gain - - 5,348 - - - 5,348
Balances at
31st October
2014 - - (22,354) 109,432 8,708 (10,733) 85,053
========= ======== ========= ========= =========== ============ ========
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
2013 (#restated) - - (21,379) # 97,793 # 30,472 (11,968) 94,918
Movements during
the year
17 Redemptions - (4,789) - - - - (4,789)
Shares bought
into
treasury - - (49) - - - (49)
Proceeds from
reissue
of treasury
shares - - - - - - -
Transfer from
capital
reserve - 4,789 - - - - 4,789
Transfer to share
premium - - - (4,789) - - (4,789)
Gain on
investments
4 sold - - (8,857) 8,857 - - -
Movement on loss
on valuation of
4 investments - - 4,444 - (4,444) - -
Gain on foreign
exchange - - (28) - - 28 -
18 Distribution - - - - - - -
Total
comprehensive
loss - - 4,407 - - - 4,407
Balances at 31st October
2013 (#restated) - - (21,462) 101,861 26,028 (11,940) 94,487
========== ========= ================= ============= ============= ============= ===============
#Prior period adjustment
During the year ended 30th April 2014 an adjustment has been
made to the brought forward excess management expenses from the
year ended 30th April 2013 to reflect the allocation of tax relief
between revenue and capital reserve. This arose from the offset of
management expenses in that year to cover taxable capital gains
arising from the absence of Investment Trust Company status for the
year ended 30th April 2013. The tax effect of this offset of
management expenses amounting to $2,572,203 had not been reflected
in the Statement of Changes in Equity last year. This therefore has
been reflected in the opening balance of the comparative statement
of changes in Equity.
Capital
Capital Capital Reserve/
Ordinary
Share Share Revenue Reserve/ Reserve/ Exchange
Capital Premium Reserve Realised Unrealised Differences Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000
Balances at 30th
April
2013 as previously
stated - - (23,951) 100,365 30,472 (11,968) 94,918
Prior period
adjustment:
Restatement of tax
charged to capital 2,572 (2,572)
Balances at 30th
April
2013 as restated - - (21,379) 97,793 30,472 (11,968) 94,918
=========== ========== ========= ========= =========== ============ =======
Unaudited Statement of Financial Position
For the six months ended 31st October 2014
31st October 30th April
2014 2014
Notes $'000 $'000
Non Current Assets
2(f),
11 Financial assets at fair value
through profit or loss 94,315 94,434
--------------------------- ----------------------------
Current Assets
Due from brokers 2,241 1,262
2(d) Dividends and other receivables 1,043 946
2(g) Cash and cash equivalents 614 695
--------------------------- ----------------------------
3,898 2,903
--------------------------- ----------------------------
Current Liabilities
Due to brokers (1,661) (846)
Payables and accrued expenses (289) (210)
2(h),
12 Loans payable (11,210) (12,195)
--------------------------- ----------------------------
(13,160) (13,251)
Net Current Liabilities (9,262) (10,348)
--------------------------- ----------------------------
Net Assets 85,053 84,086
=========================== ============================
Equity
8 Ordinary share capital - -
8 Share premium - -
Revenue reserve (22,354) (24,111)
2(l) Capital reserve 107,407 108,197
--------------------------- ----------------------------
Net Assets Attributable to
Equity Shareholders 85,053 84,086
=========================== ============================
Net Asset Value per Ordinary
Share* $2.04 $1.92
=========================== ============================
*Based on the Net Asset Value at the period end divided by the
number of shares in issue: 41,729,329 (30th April 2014 -
43,894,158) (See Note 8)
Approved by the Board of Directors on 16 December 2014 and
signed on its behalf by:
Noel Lamb Andrew Martin Smith
Chairman Director
Uuaudited Statement of Cash Flows
For the six months ended 31st October 2014
31st October 30th April
2014 2014
Notes $'000 $'000
Reconciliation of profit for the
period to net cash flows
from operating activities
Profit/(loss) before taxation 5,479 (1,006)
(Gain)/loss on investments held
3 at fair value (4,911) 1,551
Gain on foreign exchange (900) (335)
Interest expense and bank charges 98 155
Increase in dividends and other
receivables (97) (125)
Increase/(decrease) in payables
and accrued expenses 79 (25)
Taxation paid (131) (267)
Net cash outflow from operating
activities (383) (52)
------------- -----------
Investing Activities
Purchase of investments (43,541) (69,908)
Sale of investments 48,575 80,918
------------- -----------
Net cash inflow from investing activities 5,034 11,010
------------- -----------
Net cash inflow before financing 4,651 10,958
------------- -----------
Cash flows from financing activities
Interest paid (98) (125)
Redemptions (4,029) (14,336)
Treasury shares (352) (103)
Net loans drawn down - 3,948
Net cash outflow from financing
activities (4,479) (10,616)
------------- -----------
Net increase in cash and cash equivalents 172 342
Exchange movements (253) (250)
------------- -----------
Movement in cash and cash equivalents
in the period/year (81) 92
Cash and cash equivalents at beginning
of period/year 695 603
------------- -----------
Cash and cash equivalents at end
of period/year 614 695
============= ===========
Notes to the Unaudited Financial Statements
For the six months ended 31st October 2014
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 been prepared in
accordance with International Financial Reporting Standards
("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.
The condensed interim financial statements for the half year
ended 31st October 2014 have been prepared in accordance with IAS
34, 'Interim Financial Reporting' and the Disclosures and
Transparency Rules ("DTRs") of the UK's Financial Conduct
Authority.
The condensed interim financial statements do not include all of
the information required for full financial statements, and should
be read in conjunction with the financial statements for the
Company as at and for the year ended 30th April 2014. The financial
statements of the Company as at and for the year ended 30th April
2014 were prepared in accordance with International Financial
Reporting Standards ("IFRS").
Except as described below, the accounting policies applied by
the Company in these condensed interim financial statements are the
same as those applied by the Company in its financial statements as
at and for the year ended 30th April 2014.
Basis of accounting
The Financial Statements have been prepared under the historical
cost convention, as modified by the revaluation of financial assets
and financial liabilities held at fair value through profit or
loss, and in accordance with International Financial Reporting
Standards ("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 Company's 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 expense. 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.
The accounting policies adopted are consistent with those of the
previous financial year and are set out below:
b) Going Concern
The Directors believe that the Company has adequate resources to
continue in operational existence for the foreseeable future. The
Company has introduced a redemption facility and as a result the
Company has reduced in size since this was implemented. Because the
Company is invested in listed and readily realisable assets these
outflows have had no material effect on the Company's ability to
meet its on going obligations therefore the Directors believe the
use of the going concern basis is still 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
as a going concern.
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
Dividends arising on the Company's investments are accounted for
on an ex-dividend basis. Investment income is accounted for gross
of withholding tax.
e) Expenses
All expenses are recognised on an accruals basis and have been
charged against revenue.
f) Investments
The Company's business is investing in financial assets with a
view to profiting from their total return in the form of income and
capital growth. This portfolio of financial assets 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.
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
listed overseas are valued at 'fair value', which is mid-market
price based on published price quotations.
Gains and losses on non-current asset investments are included
in the Statement of Comprehensive Income as capital.
g) 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.
h) 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.
i) Foreign Currencies
The Company's investments are predominately denominated in
Japanese yen. The Company's obligation to shareholders is
denominated in US dollars and when appropriate, the Company may
hedge the exchange rate risk from yen to US dollars. Therefore, the
functional currency is US dollars, which is also the presentation
currency of the Company. Transactions involving currencies other
than US dollars, 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 of;
- investments and other financial instruments measured at fair
value through profit or loss; and
- other monetary items;
and 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.
j) 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.
There is no tax currently payable as the company incurred a loss
during the period. 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.
k) Financial Liabilities
Financial liabilities are recognised when the Company becomes a
party to the contractual agreements of the instrument. Trade and
other payables are initially recognised at their nominal value and
subsequently measured at amortised cost less settlement payments.
Financial liabilities are derecognised from the Statement of
Financial Position only when the obligations are extinguished
either through discharge, cancellation or expiration.
l) 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.
m) 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 NAV per share detailed In Note 9 Earnings/(Deficit) Per
Ordinary Share.
3. GAINS/(LOSSES) ON INVESTMENTS HELD AT FAIR VALUE
31st October 31st October
2014 2013
$'000 $'000
Proceeds from sales of investments 49,387 47,067
Original cost of investments sold (43,011) (38,210)
----------------------------- -----------------------------
Gains on investments sold during
the period 6,376 8,857
Net valuation loss for the period (1,465) (4,444)
Gains on investments held at fair
value 4,911 4,413
============================= =============================
4. INVESTMENT MANAGEMENT FEE
On 1st August 2014, AFMG Limited resigned as Investment Manager
and the Company appointed Tiburon Partners LLP as its Investment
Manager (the "Manager").
For the period 1st May 2014 to 31st July 2014 The Company paid
to the Investment Manager 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 paid to the Manager a fee
accrued daily and payable monthly in arrears, at a rate of 1% of
the weekly adjusted Net Asset Value of the Company.
For the period ended 31st October 2014, total investment
management fees and manager fees were $458,550 (2013 - $471,897) of
which $71,668 (2013 - $79,860) is due and payable as at that
date.
5. DEPOSITARY FEES
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.
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 or Sub-Custodian, together with transaction charges.
From 1st August 2014, depositary fees are payable to the
Depositary, monthly in arrears, at a rate of 0.035% of the Gross
Asset Value of the Company up to $50 million, 0.025% on Gross
Assets between $50 million and $100 million and 0.015% on Gross
Assets in excess of $100 million as at the last business day of the
month. 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 Fees
For the period 1st May 2014 to 31st July 2014 the Custodian
shall also be entitled to receive a fee from the Company of 0.03
per cent per annum of the Net Asset Value of any redemption
together with transaction charges. (Please refer to Note 11 for
details of the redemption facility).
From 1st August 2014, depositary fees are payable to the
Depositary, monthly in arrears, at a rate of 0.035% of the Gross
Asset Value of the Company up to $50 million, 0.025% on Gross
Assets between $50 million and $100 million and 0.015% on Gross
Assets in excess of $100 million as at the last business day of the
month. 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.
For the period ended 31st October 2014, total custodian and
depositary fees were $57,437 (2013 - $35,576) of which $20,623
(2013- $12,827) is due and payable as at that date.
6. ADMINISTRATION FEES
The Company pays to the Administrator a fee accrued weekly and
paid monthly in arrears at the annual rate of:
Fair Value Annual Rate
Up to USD50,000,000 0.18%
USD50,000,001 to USD100,000,000 0.135%
USD100,000,001 to USD200,000,000 0.0675%
Thereafter 0.02%
Redemption 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 GBP7,500 will be payable. (Please refer to Note 11 for
details of the redemption facility).
An additional fee will be payable on the fair value of the
assets of that redemption pool of:
Fair Value Annual Rate
Up to USD25,000,000 0.18%
USD25,000,001 to USD50,000,000 0.135%
Thereafter 0.0675%
For the period ended 31st October, total administration and
registrar fees were $80,655 (2013 - $93,230) of which $12,011 (2013
- $13,117) is due and payable as at that date.
7. DIRECTORS' FEES AND EXPENSES
Each of the Directors is entitled to receive a fee from the
Company, being GBP30,000 per annum for the Chairman, GBP27,500 per
annum for the Chairman of the audit committee and GBP25,000 per
annum for each of the other Directors. In addition, the Company
reimburses all reasonably incurred out-of-pocket expenses of the
Directors. For the period ended 31st October 2014, total directors'
fees and expenses were $145,148 (2013 - $96,624) of which $63,797
(2013 - $17,868) is due and payable as at that date.
In relation to the change of Investment Management arrangements
see Investment Manager and Investment Adviser and in relation to
the preparation and review of documentation relating to the issue
of annual embedded subscription rights passed at the EGM on 22nd
October 2014 the following one off additional payments were
approved for the extra work engaged by the board in relation to
this and paid on 5th November 2014. The Directors fees shown on the
Unaudited Statement of Comprehensive Income excludes the additional
payment. (Please refer to note 17).
Noel Lamb GBP12,000
Andrew Martin Smith GBP10,000
Eric Boyle GBP10,000
Philip Ehrmann GBP8,000
8. SHARE CAPITAL AND SHARE PREMIUM
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 convey upon the holders
thereof are as follows:
Voting Rights
(i) on a show of hands, every Member who is present shall have
one vote; and ii) 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
Number of
Ordinary Shares Shares Share Capital Share Premium
$'000 $'000
In issue at 31st
October 2014 41,729,329 - -
=============== ================== ================
In issue at 30th
April 2014 43,894,158 - -
=============== ================== ================
Reconciliation of number of
shares Number of Shares Number of Shares
31st October 2014 30th April 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 (2,185,754) (4,743,553)
Purchase of shares into Treasury (179,075) (56,000)
Number of shares at the end
of the period/year 41,729,329 43,894,158
-------------------- -------------------
Shares held in Treasury
Opening balance 2,102,611 2,046,611
Shares bought in to Treasury
during the period/year 179,075 56,000
Treasury shares re-issued (200,000) -
Number of shares at the end
of the period/year 2,081,686 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 period were cancelled
immediately.
9. EARNINGS/(DEFICIT) PER ORDINARY SHARE
The earnings per ordinary share figure is based on the net
earnings for the period of $5,347,665 (2013 $4,406,739) and on
43,458,353 being the weighted average number of shares in issue at
31st October 2014 (2013 48,256,142).
The earnings/(deficit) per ordinary share figure can be further
analysed between revenue and capital, as below.
31st October 31st October
2014 2013
$'000 $'000
Net revenue loss (463) (34)
Net capital profit/(loss) 5,811 4,441
Net total profit/(loss) 5,348 4,407
=============== ===============
Weighted average number of ordinary
shares
in issue during the year 43,458,353 48,256,142
$ $
Revenue loss per ordinary share (0.011) (0.001)
Capital profit/(loss) per ordinary
share 0.134 0.092
Total profit/(loss) per ordinary
share 0.123 0.091
=============== ===============
10. RELATED PARTY TRANSACTIONS
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 at 31st October 2014 are as follows:
Ordinary
Shares Ordinary Shares
31st October 31st October
2014 2013
------------------------ ------------- ----------------
*T. Guinness - 100,000
A. Martin Smith 25,000 25,000
N. Lamb 10,000 10,000
-------------------------- ------------- ----------------
* T Guiness retired on
30th April 2014
There were no relevant contracts in force during or at the end
of the period 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 period under review.
11. REDEMPTION FACILITY
Until 12th March 2013 shareholders had the opportunity to make
redemptions of part or all of their shareholding on a four-monthly
basis with the Board's discretion in declining any redemption
requests. At the Extraordinary General Meeting on the same date the
terms were amended to operate the redemption facility at
six-monthly intervals. The following redemptions were made during
the period:-
Redemption date Shares redeemed USD'000
31st October 31st October
2014 2014
30/09/2014 2,185,754 (4,029)
2,185,754 (4,029)
================ =============
Redemption date Shares redeemed USD'000
31st October 31st October
2013 2013
29/09/2013 2,433,335 (4,789)
2,433,335 (4,789)
================ =============
As at the period ended 31st October 2014, a total of USD
4,029,219 was paid to redeeming shareholders. The balance of USD
Nil is due and payable as at that date.
12. LOAN REPAYMENTS
Yen 1,250,000,000 was repaid on 11th July 2014 and a new
facility for yen 1,250,000,000 was drawn on 11th July 2014. Yen
1,250,000,000 was repaid on 10th October 2014 and a new facility
for yen 1,250,000,000 was drawn on 10th October 2014.
13. DIVIDENDS
There were no distributions declared during the period.
14. SOFT COMMISSION ARRANGEMENTS
There were no soft commission arrangements in operation during
the period under review. Underlying Funds in which the Company
invest may engage in soft commission arrangements.
15. EXCHANGE RATES
The following exchange rates were used to translate assets and
liabilities into the reporting currency (USD) at 31st October 2014
and 31st October 2014:
Currency USD$ USD$
31 October 31 October
2014 2013
Yen 111.5100 98.2850
16. CHANGES IN THE PORTFOLIO
A list, specifying for each investment the total purchases and
sales which took place during the period under review may be
obtained, upon request, at the registered office of the Company
17. EVENTS DURING THE PERIOD
In accordance with Directive 2011/61/EU of the European
Parliament and of the Council of 8th June2011 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"). Tiburon Partners LLP has
been appointed as the Alternative Investment Fund Manager ("AIFM")
effective 1st August 2014 pursuant to a new investment Management
Agreement dated 1st August 2014.
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.
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. AFMG
Limited resigned as Investment Manager and the Company appointed
Tiburon Partners LLP as its Investment Manager.
As a result of the above AIFM changes a new Administration
Agreement has also been issued effective 1st August 2014.
The Company has also introduced an annual embedded subscription
right for the ordinary shares in order to raise additional capital.
This proposal was passed at the EGM on 22nd October 2014. In
relation to the preparation of the prospectus issued in connection
with the subscription rights other professional fees amounting to
$175,644 have been paid during the period and are included in the
legal and professional fees disclosed in the unaudited statement of
comprehensive income..
18. PRIOR PERIOD ADJUSTMENT
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.
HMRC approval has been granted for all periods up to and
including 30th April 2012. Due to the late filing of the formal
application with HMRC to enter the investment trust regime, which
was subsequently not accepted, the Company did not have investment
trust status for the year ended 30th April 2013. No corporation tax
was payable as a consequence of this and a successful application
for the Company to enter into the investment trust regime from 1st
May 2013 has been made and accepted, subject to the Company
continuing to meet eligibility conditions.
The Company was not granted investment trust status for the year
ended 30th April 2013. The accounts for the year ended 30th April
2013 had previously been prepared on the assumption that investment
trust status would be granted. In order to adjust for this error in
the assumed basis of taxation, the figures for the year ended 30th
April 2013 have been restated. These restatements had no overall
impact on the profit for the year, nor on the net assets of the
Company and are further explained in the Unaudited Statement of
Changes in Equity..
19. SUBSEQUENT EVENTS
There have been no events subsequent to the period ended 31st October 2014. .
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR GGGGAPUPCGQM
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