TIDMVOC
RNS Number : 7035D
Vision Opportunity China Fund Ltd
21 May 2012
VISION OPPORTUNITY CHINA FUND LIMITED
INTERIM REPORT AND UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE PERIOD FROM 1 OCTOBER 2011 TO 31 MARCH 2012
Chairman's Statement
Period ended 31 March 2012
In the Annual Report which was published on 20 February 2012, I
explained to Shareholders that the previous financial year had been
very difficult, although the Company was able to fully exit six
investments and opportunistically reduce its two largest holdings,
QKL Stores and Shengkai Innovations, as liquidity in those stocks
emerged. As a result, at 30 September 2011, the Company held six
investments with a total value of US$10.55 million and cash and
cash equivalents of US$8.37 million. If I were writing purely about
the half year period ending 31 March 2012, I would not be able to
report any significant progress in realising the Company's
remaining investments. During much of that period, the Company was
engaged in discussions regarding the potential sale of its entire
investment portfolio which prevented it from reducing its holdings
through the market. Those discussions were terminated in late
March. Accordingly, at the period end, the Company's investment
portfolio still comprised of six companies, which had an aggregate
value of US$6.32 million, and the Company held US$7.21 million in
cash and cash equivalents.
I am pleased to report that since then, the situation has
improved slightly. As announced on 27 April 2012, since the period
end the Company managed to monetise its remaining holding in
Shengkai Innovations (VALV) and all its warrants in VALV, Tianyin
Pharmaceuticals and Keyuan Petrochemicals, achieving gross sale
proceeds of US$2.85 million. Whilst the Investment Manager reported
to us that the sales were at prices near the historic lows for
these positions, the market value of the companies had been falling
for some time and, historically, liquidity had been scarce. We
endorsed the Investment Manager's recommendation to sell at that
time to capitalise on the available liquidity and in the knowledge
that the market value of these companies could decline even
further.
At 11 May 2012, the Company's portfolio comprised of three
companies with an aggregate value of US$3.22 million and cash and
cash equivalents of US$9.79 million. The Company's largest holding,
QKL Stores, which represented 98.2% of the investment portfolio at
11 May 2012, reported in April the resignation of the director who
served as Chairman of the Nominating and Corporate Governance
committees and a member of the Audit and Compensation committees.
Whilst that director confirmed to QKL Stores that he had no
disagreements relating to its operations, policies or practices, he
did recommend that it would benefit from a stronger internal
governance mechanism and should review its development strategies.
Although the Investment Manager has not informed us of any specific
concerns flowing from such resignation, the resigning director's
recommendations cause us concern in the current environment of
heightened sensitivity for US-listed Chinese companies.
Your Board remains focussed on ensuring the Company's ongoing
expenditure is kept to a minimum and remains focussed on returning
cash to Shareholders once the Company is in a position to do
so.
Until the Astrata matter becomes more clear, we are monitoring
the market value of the shares in QKL Stores in the hope that the
value can recover during the remaining life of the Company. In
accordance with International Financial Reporting Standards, the
Company's investment in QKL Stores is valued at fair value, which
assumes that it will be realised in an orderly manner and sold at
closing bid prices without any discount or premium resulting from
the large stake the Company holds in it or the illiquid nature of
its stock. The exact timing of the realisation of this investment,
together with market conditions at the relevant time, could result
in actual realised amounts differing significantly from its
valuation at that time.
Christopher Fish
Chairman
Vision Opportunity China Fund Limited
Date:18 May 2012
Investment Manager's Report
Period ended 31 March 2012
The Company had net assets of US$13.47 million as at 31 March
2012 (US$0.206 per Ordinary Share), including investments in six
portfolio companies valued at US$6.32 million and US$7.21 million
in cash and cash equivalents. This level of net assets represents a
decline of 25.7% from 30 September 2011, when the Company had net
assets of US$18.50 million (US$0.283 per Ordinary Share). The
decline is attributable to the performance of the Company's
portfolio companies and net expenses of US$0.86 million.
As at 11 May 2012, the Company had net assets of US$13.01
million (US$0.197 per Ordinary Share) including investments valued
at US$3.22 million and US$9.79 million in cash and cash
equivalents.
Performance
The market value of the Company's portfolio companies fell 40.1%
during the six month period ending 31 March 2012. This
underperformance far exceeds that of weighted indices such as the
MSCI China Index which gained 18.8%, Bloomberg China Reverse
Mergers Index which gained 10.6% and Halter USX China Index which
gained 12.9%. This underperformance is attributable to significant
stock price declines of the Company's two largest holdings, QKL
Stores (QKLS) and Shengkai Innovations (VALV). QKLS' stock price,
already on a downtrend since it missed projected earnings in
November 2010, declined further when, on 15 November 2011, QKLS
announced earnings for the quarter ended 30 September 2011 which
had missed its expectations. During the six month period ending 31
March 2012, QKLS' stock price declined 37.5%. During the period
between 31 March 2012 and 11 May 2012, QKLS' stock price declined
17.3%. The market has also reacted very negatively to VALV's
reports of its earnings for the quarters ending 30 September 2011
and 31 December 2011 (announced on 10 November 2011 and 9 February
2012, respectively), during which management issued guidance for
each subsequent quarter that indicated further deterioration.
During the six month period ending 31 March 2012, VALV's stock
price declined 34.4%.
Portfolio Positions
During the 6 months ending 31 March 2012, the Company generated
gross proceeds of US$0.54 million from sales of securities. The
sale of these positions resulted in an aggregate of US$0.14 million
in realised losses.
As at 31 March 2012, the Company's portfolio included two major
positions, four minor positions, cash and cash equivalents.
QKL Stores (QKLS) is the Company's largest holding which
represented 61.1% of the Company's non-cash portfolio as at 31
March 2012. As at 11 May 2012, QKLS represented 98.2% of the
Company's non-cash portfolio. QKLS operates a chain of supermarkets
and hypermarkets in Northern China. As at 11 May 2012, QKLS had had
53 store locations. This comprised 33 supermarkets, 16 hypermarkets
and four department stores. QKLS has announced plans to open five
additional store locations in 2012. On 25 April 2012, QKLS
announced that Mr. Zhiguo Jin had resigned as a member of the Board
of Directors of QKLS. Although Mr. Jin confirmed to QKLS that he
had no disagreements with QKLS relating to its operations, policies
or practices, he did suggest that QKLS would benefit from a
stronger internal governance mechanism and should review its
development strategies. Prior to his resignation, Mr. Jin also
served as Chairman of the Nominating and Corporate Governance
Committee and as a member of the Audit Committee and Compensation
Committee.
As at 31 March 2012, Shengkai Innovations (VALV) was the
Company's second largest holding, representing 36.7% of the
Company's portfolio. As previously announced on 27 April 2012, the
Company sold its entire holdings in VALV through a series of
on-market transactions at close to market prices. The Company first
undertook a partial realisation of its investment in VALV on 11 May
2009. The total proceeds from all sales of approximately US$11.94
million in cash had resulted in a realised loss of US$3.38 million
on the Company's investment in VALV.
In addition, as at 31 March 2012, the Company had a small
holding of shares in Wuhan General Group (WUHN) valued at US$69,582
and small warrant positions in Tianyin Pharmaceuticals (TPI),
valued at US$68,248, and Keyuan Petrochemicals (KEYP), valued at
US$5,160, accounting for a combined total of 2.3% of the non-cash
portfolio. As previously announced, on 23 April 2012, the Company
sold all its warrants in VALV, TPI and KEYP through a private sale
for aggregate proceeds of US$46,250.
Investment Manager's Report, continued
Period ended 31 March 2012
The Company also continues to hold shares in China Integrated
Energy (CBEH), a vertically integrated producer and distributor of
biodiesel and petroleum-based fuels in China, which were written
down to zero on 30 April 2011 after the NASDAQ halted trading in
its shares. CBEH was at one time the Company's third-largest
holding. Prior to the halt, the Company was able to realise 82.1%,
or US$12.1 million, of the Company's total investment in CBEH.
As previously communicated, we are continuing to explore several
avenues for generating liquidity in the remaining portfolio
holdings.
Adam Benowitz
Chief Investment Officer, Senior Managing Director
Vision Capital Advisors
Date: 18 May 2012
DIRECTORS
At the date of this interim report, the Board comprises three Directors,
all of whom are non-executive and entirely independent of the Investment
Manager.
Christopher Fish, Chairman, age 67
Mr Fish retired as Managing Director of Close International Private
Banking in 2004 and as Chairman of Close Private Bank in 2011.
He has over 40 years' experience in banking, investment and fiduciary
businesses. Mr Fish was a Senior Executive Director and Group Head
of Trusts for Rea Brothers (Guernsey) Limited from 1998 until it
was acquired by Close Brothers Plc in 1999. Prior to joining Rea
Brothers (Guernsey) Limited he worked for six years at Coutts &
Co. in various senior roles including Managing Director of Coutts
& Co (Cayman) Ltd and Senior Client Partner and Director of Coutts
Offshore Businesses. Mr Fish worked from 1989 to 1992 as Chief
Executive of Leopold Joseph Holdings (Guernsey) Limited and he
worked from 1973 to 1989 in a number of senior positions for The
Royal Bank of Canada. He started his banking career in 1963 at
Lloyds Bank, where he remained for 10 years. Mr Fish is a director
of a number of other investment funds.
John Hallam, age 63
Mr Hallam is a Fellow of the Institute of Chartered Accountants
in England and Wales and qualified as an accountant in 1971. Previously,
he was a Partner at PricewaterhouseCoopers and retired in 1999
after 27 years with the firm in Guernsey and in other countries.
Mr Hallam is currently Chairman of Cazenove Absolute Equity Ltd,
Dexion Absolute Ltd and Partners Group Global Opportunities Ltd.
He is also a director of a number of other financial services companies,
some of which are traded on the London Stock Exchange. Mr Hallam
served for many years as a member and latterly Chairman of the
Guernsey Financial Services Commission, from which he retired in
2006. He is chairman of the Board's audit committee.
Dr Christopher Polk, age 43
Dr Polk is a Professor of Finance at the London School of Economics
and Political Science ("LSE"). He specialises in the behaviour
of security prices and investment strategies and researches a wide
range of topics, including stock market efficiency, behavioural
finance and corporate investment decisions. He has advised several
asset management companies on the effectiveness of their investment
strategies. Prior to joining the faculty at LSE, Dr Polk was an
Assistant Professor of Finance at Northwestern University's Kellogg
School of Management for eight years. From 1990 to 1993 he was
a senior consultant for Andersen Consulting before leaving to pursue
a PhD. He received a BS in Physics and Economics from Duke University
in 1990 and a PhD in Finance from the University of Chicago in
1998.
INVESTMENT POLICY
On 12 August 2011, Shareholders approved the Board's proposed
new investment policy, which aimed to maximise Shareholder value
through the orderly realisation of the Company's investments and to
return surplus cash to Shareholders. Following the approval of the
new investment policy at an extraordinary general meeting, the
Board instructed the Investment Manager to make no further
investments other than in cash equivalents.
In line with the new investment policy and in order to return
surplus cash from realisations to Shareholders, on 30 August 2011
the Company returned US$20 million (US$0.3063 or GBP0.1850 per
Ordinary Share) of its capital to Shareholders on the register as
at 19 August 2011.
The Board continues to seek to implement the new investment
policy in as effective and efficient a manner as possible. As
announced on 27 April 2012, the Company sold its entire holding in
Shangkai Innovations (VALV), which was the Company's second largest
holding. However, the rate at which the Company's assets are
realised and the subsequent returns of value will depend, in
particular, on the ease and speed with which investments can be
realised and the Board continues to monitor closely the Investment
Manager's selling efforts. The timing and quantum of distributions
to Shareholders are uncertain and will, in part, depend on the
timing and quantum of the disposal of the assets and the
liabilities resulting from the operations and management of the
Group.
In the event of any breach of the Company's investment policy,
Shareholders will be informed of the actions to be taken by the
Investment Manager by an announcement issued through a Regulatory
Information Service or a notice sent to Shareholders at their
registered addresses in accordance with the Articles.
The Company's investment policy is:
The Company will not purchase or subscribe for new equity
investments other than in connection with an exchange of its
existing investments. The Company may, however, exercise warrants
and convert its preferred stock so that the value of the resulting
common stock may be realised.
The Company may invest in short-dated bonds or near cash
equivalent securities pending distribution of cash to
Shareholders.
The Company may not make any other investments or borrow, save
to provide working capital.
Returns to Shareholders will be in such quantum, on such terms
and in such manner as the Board may determine in its absolute
discretion.
PERFORMANCE STATISTICS
Announced % change
NAV per in NAV per
Ordinary Ordinary % change
Date Share Share Share Price in Share
Price
------------------------ ----------- ------------ ------------- ----------
28 November 2007 (date US$0.944 - US$1.000 -
of Admission)
------------------------ ----------- ------------ ------------- ----------
31 December 2007 US$0.953 0.95% US$1.050 5.00%
------------------------ ----------- ------------ ------------- ----------
31 March 2008 US$0.957 0.42% US$1.040 -0.95%
------------------------ ----------- ------------ ------------- ----------
30 June 2008 US$1.302 36.05% US$1.080 3.85%
------------------------ ----------- ------------ ------------- ----------
30 September 2008 US$1.219 -6.37% US$1.030 -4.63%
------------------------ ----------- ------------ ------------- ----------
31 December 2008 US$0.931 -23.63% US$0.800 -22.33%
------------------------ ----------- ------------ ------------- ----------
31 March 2009 US$0.951 2.15% US$0.780 -2.50%
------------------------ ----------- ------------ ------------- ----------
30 June 2009 US$1.304 37.12% US$0.760 -2.56%
------------------------ ----------- ------------ ------------- ----------
30 September 2009 US$2.095 60.07% US$1.220 60.53%
------------------------ ----------- ------------ ------------- ----------
31 December 2009 US$2.256 7.68% US$1.600 31.15%
------------------------ ----------- ------------ ------------- ----------
31 March 2010 US$2.752 21.99% US$1.990 24.38%
------------------------ ----------- ------------ ------------- ----------
30 June 2010 US$2.314 -15.92% US$1.810 -9.05%
------------------------ ----------- ------------ ------------- ----------
30 September 2010 US$2.105 -9.03% US$1.580 -12.71%
------------------------ ----------- ------------ ------------- ----------
31 December 2010 US$1.797 -14.63% US$1.525 -3.48%
------------------------ ----------- ------------ ------------- ----------
31 March 2011 US$1.138 -36.67% US$1.085 -28.85%
------------------------ ----------- ------------ ------------- ----------
30 June 2011 US$0.709 -37.70% US$0.565 -47.93%
------------------------ ----------- ------------ ------------- ----------
30 September 2011* US$0.288 -59.38% US$0.230 -59.29%
------------------------ ----------- ------------ ------------- ----------
31 December 2011* US$0.214 -25.69% US$0.175 -23.92%
------------------------ ----------- ------------ ------------- ----------
31 March 2012* US$0.211 1.40% US$0.165 -5.72%
------------------------ ----------- ------------ ------------- ----------
* announced NAV per Ordinary Share differs to the NAV per
Ordinary Share for statutory reporting purposes. A reconciliation
of this difference is provided in Note 12 to these financial
statements.
RETURNS OF CAPITAL
Payment Date Capital Returned (in Record Date
Cash per Ordinary Share)
--------------- -------------------------- ---------------
28 May 2010 US$0.0500 7 May 2010
--------------- -------------------------- ---------------
30 August 2011 US$0.3063 19 August 2011
--------------- -------------------------- ---------------
Consolidated Statement of Financial Position (Unaudited)
As at 31 March 2012
Notes Unaudited Audited Unaudited
31 March 30 September 31 March
2012 2011 2011
----------------------------- ----- ------------ ------------- -----------
US$ US$
Investments: 6
Investment designated
as:
Fair value through profit
or loss 6,190,505 9,787,168 52,202,445
Held for trading 127,315 767,629 10,193,120
------------ ------------- -----------
Total investments 6,317,820 10,554,797 62,395,565
------------ ------------- -----------
Current assets:
Cash and cash equivalents 7 7,205,618 8,372,118 9,799,671
Other receivables 8 343,193 59,195 2,302,238
------------
7,548,811 8,431,313 12,101,909
------------ ------------- -----------
Total assets 13,866,631 18,986,110 74,497,474
------------ ------------- -----------
Current liabilities:
Bank overdraft 7 - - 3
Other payables 9 280,173 368,601 70,588
------------ ------------- -----------
280,173 368,601 70,591
------------ ------------- -----------
Non-current liabilities:
C Ordinary Shares of
GPCo 11 16,024 16,024 16,024
B Redeemable Preference
Shares of GPCo 11 100,000 100,000 100,000
------------ ------------- -----------
116,024 116,024 116,024
Total liabilities 396,197 484,625 186,615
------------ ------------- -----------
Total net assets 13,470,434 18,501,485 74,310,859
------------ ------------- -----------
Represented by Shareholders'
equity:
Share capital 11 39,821,755 39,821,755 59,819,952
Reserves 10 (26,351,321) (21,320,270) 14,490,907
------------ ------------- -----------
Total net assets 13,470,434 18,501,485 74,310,859
------------ ------------- -----------
NAV per Ordinary Share 12 0.2063 0.2834 1.1382
------------ ------------- -----------
The accompanying notes on pages 11 to 20 form an integral part
of these financial statements.
Consolidated Statement of Comprehensive Income (Unaudited)
For the period 1 October 2011 to 31 March 2012
1 October 2011 1 October 2010
Notes to to
31 March 2012 31 March 2011
------------------------------------ ------ --------------- ---------------
US$ US$
Income
Bank interest 622 1
Dividend income 331 64,787
Movement in net unrealised losses
on investments 6 (4,046,293) (61,497,235)
Net realised (losses)/gains
on investments 6 (137,033) 16,253
Net foreign exchange gains/(losses) 12,368 (4,129)
--------------- ---------------
Net investment deficit (4,170,005) (61,420,323)
--------------- ---------------
Expenses
Investment Manager's fees 3 163,846 1,284,732
Income allocation on B Redeemable
Preference Shares of GPCo - (230,635)
Administrator's fees 3 101,550 127,483
Directors' fees 4 98,592 112,668
Auditor's remuneration 37,795 40,510
Custodian's fees 3 (36,243) 51,693
Registrar's fees 3 28,283 13,329
NOMAD & Broker's fees 3 47,436 47,659
Prime Broker's commissions 3 772 88,306
D&O insurance 143,824 61,555
Annual listing fees 4,762 5,372
Legal costs and other professional
fees 157,057 126,467
Transaction costs 82,972 307,782
Marketing fees 30,509 37,828
Other expenses (109) 68,502
--------------- ---------------
Total expenses 861,046 2,143,251
--------------- ---------------
Deficit for the period attributable
to Shareholders from operations (5,031,051) (63,563,574)
--------------- ---------------
Total comprehensive deficit
for the period 10 (5,031,051) (63,563,574)
--------------- ---------------
Deficit per Ordinary Share (basic
and diluted) 5 (0.0771) (0.9681)
--------------- ---------------
The results from the current and prior periods are derived from
continuing operations.
The accompanying notes on pages 11 to 20 form an integral part
of these financial statements.
Consolidated Statement of Changes in Equity (Unaudited)
For the period 1 October 2011 to 31 March 2012
1 October 2011 to 31 March 2012
Revenue Share Capital Treasury Total
Notes Reserve Shares
------------------------- ------ ------------- ------------- -------- ------------
US$ US$ US$ US$
Balance brought forward (21,320,270) 39,821,755 - 18,501,485
Total comprehensive
deficit for the period 10 (5,031,051) - - (5,031,051)
Balance carried forward (26,351,321) 39,821,755 - 13,470,434
------------- ------------- -------- ------------
For the period 1 October 2010 to 31 March 2011
1 October 2010 to 31 March 2011
Revenue Share Capital Treasury Total
Notes Reserve Shares
---------------------------- ------ ------------- ------------- -------- -------------
US$ US$ US$ US$
Balance brought forward 78,054,481 61,259,952 - 139,314,433
Repurchase and cancellation
of Ordinary Shares 11 (1,440,000) (1,440,000)
Total comprehensive
deficit for the period 10 (63,563,574) - - (63,563,574)
Balance carried forward 14,490,907 59,819,952 - 74,310,859
------------- ------------- -------- -------------
The accompanying notes on pages 11 to 20 form an integral part
of these financial statements.
Consolidated Statement of Cash Flows (Unaudited)
For the period 1 October 2011 to 31 March 2012
1 October 2011 1 October 2010
to to
Notes 31 March 2012 31 March 2011
--------------------------------------- ------ -------------- --------------
US$ US$
Cash flows from/(used in) operating
activities
Bank interest received 622 1
Dividends received 331 64,787
Operating expenses paid (1,233,473) (2,759,092)
Amounts paid on purchases of
investments - (5,192,853)
Sales proceeds received from
disposal of investments 53,651 12,952,840
--------------
Net cash (used in)/from operating
activities (1,178,869) 5,065,683
-------------- --------------
Cash flows from/(used in) financing
activities
Amounts received on issue of
C Ordinary Shares in GPCo 11 - 16,024
Amounts paid re buyback of Ordinary
Shares 11 - (1,440,000)
Net cash used in financing activities - (1,423,976)
-------------- --------------
Net (decrease)/increase in cash
and cash equivalents during
the period (1,178,869) 3,641,707
Cash and cash equivalents, start
of the period 8,372,118 6,162,090
Effect of exchange rate changes
during the period 12,369 (4,129)
-------------- --------------
Cash and cash equivalents, end
of the period 7 7,205,618 9,799,668
-------------- --------------
Cash and cash equivalents comprise
the following amounts:
Bank deposits 7,205,618 9,799,671
Bank overdrafts - (3)
7,205,618 9,799,668
--------- ---------
The accompanying notes on pages 11 to 20 form an integral part
of these financial statements.
Notes to the Consolidated Financial Statements (Unaudited)
For the period 1 October 2011 to 31 March 2012
1. The Company:
The Company is a Guernsey registered, closed-ended investment
company and is subject to the Registered Collective Investment
Scheme Rules 2008. The Company commenced business on 28 November
2007 when the Ordinary Shares were admitted to trading on AIM. The
registered office of the Company is Sarnia House, Le Truchot, St
Peter Port, Guernsey, GY1 4NA.
The Company's investment policy is disclosed on page 6.
The underlying investments of the Group are held by the Limited
Partnership which was registered as a limited partnership in
Guernsey under the Limited Partnership (Guernsey) Law, 1995. The
Company is the limited partner of the Limited Partnership and the
Company's subsidiary, GPCo, is the general partner of the Limited
Partnership.
GPCo was incorporated in Guernsey and is licensed under The
Protection of Investors (Bailiwick of Guernsey) Law 1987, as
amended. GPCo's principal activity is to manage the Limited
Partnership which it does by employing the services of Vision
Capital Advisors under the Investment Management Agreement. GPCo is
responsible for the continuing fees of the Investment Manager.
The Company owns all of the issued A Ordinary Share capital of
GPCo. The A Ordinary Shares give the Company the sole control
rights over GPCo.
Vision Capital Advisors owns all of the issued B Redeemable
Preference Share capital of GPCo. The B Redeemable Preference
Shares give the Investment Manager the sole economic rights to the
performance allocation to which GPCo is entitled under the terms of
the Limited Partnership and the return on the US$100,000 capital
invested by Vision Capital Advisors for the B Redeemable Preference
Shares. It is not anticipated, based on the current wind down and
performance of the Company, that Performance Partnership Units
("PPUs") will be issued in the future.
The C Ordinary Share of the GPCo issued to the Investment
Manager entitles the Investment Manager to GBP10,000 which has been
fully paid up (or equivalent) on liquidation or winding up of the
Company and to no other rights.
Through its interest as a limited partner in the Limited
Partnership, the Company is entitled to a return on the amount
invested in the Limited Partnership.
The Company, GPCo and the Limited Partnership together form an
integrated fund structure and consequently the Company has
consolidated its interests in GPCo and the Limited Partnership.
2. Principal Accounting Policies:
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the Group's financial statements:
(a) Basis of Preparation:
The condensed interim financial statements have been prepared in
accordance with International Accounting Standard ("IAS") 34
"Interim Financial Reporting", as adopted by the European Union and
are in compliance with the Companies (Guernsey) Law, 2008.
(b) Significant Accounting Policies:
The same accounting policies, presentation and methods of
computation are followed in the condensed interim financial
statements as those followed in the preparation of the Group's
annual audited financial statements for the year ended 30 September
2011.
These financial statements have been prepared on a break up
basis as the Company may go into voluntary liquidation during the
next 12 months. The only impact of adopting the break-up basis
compared to the going concern basis on the financial statements is
the provision of liquidation costs, because in the Directors
opinion the Company's investments are being carried at the best
estimate of their realisable value as at the period end.
Notes to the Consolidated Financial Statements, continued
For the period 1 October to 31 March 2012
3. Related Parties & Material Contracts:
The Company is responsible for the continuing fees of GPCo, the
Administrator, the Custodian, the Prime Broker, the NOMAD &
Broker and the Registrar in accordance with the Limited
Partnership, Administration, Custodian, Prime Broker, NOMAD &
Broker and Registrar agreements, respectively.
The Investment Manager is a related party of the Group.
Limited Partnership Agreement
Pursuant to the provisions of the Limited Partnership Agreement
dated 22 November 2007, GPCo's compensation consists of all
expenses incurred in relation to the constitution, administration
and business of the Limited Partnership, without limitation or
exception.
The GPCo is responsible for the continuing fees of the
Investment Manager in accordance with the Investment Management
Agreement.
Investment Management Agreement
Pursuant to the Investment Management Agreement, GPCo pays a
management fee to the Investment Manager of 0.5% of the final
month-end NAV of the previous quarter, paid quarterly in advance.
The Investment Management Agreement will terminate with effect from
30 June 2012 unless the Company and the Investment Manager agree to
extend it in writing.
As at 31 March 2012, the management fee creditor was US$Nil (30
September 2011: US$Nil & 31 March 2011: prepaid US$16,053).
Under the terms of the Investment Management Agreement. the
Investment Manager is entitled to a performance allocation, details
of the circumstances under which it could become entitled to such
an allocation are set out in the Company's Annual Report for the
year end 30 September 2011. It is not anticipated based on the
current wind down and performance that there will be any
performance allocations in the future.
Administration Agreement
Praxis Fund Services Limited was appointed as Administrator to
the Group under an administration agreement dated 16 November 2007
(the "Administration Agreement"). The Administrator provides
day-to-day administration and secretarial services to the
Group.
The Administration Agreement may be terminated by either party
on not less than 180 days' written notice, or earlier upon certain
breaches of the Administration Agreement or the insolvency or
receivership of either party or if the Administrator ceases to be
qualified to act as such.
Pursuant to the provisions of the Administration Agreement, the
Administrator is entitled to receive the following administration
fees from the Group:
-- Accounting and NAV calculation- a fee based upon 0.10% of NAV
subject to a minimum of GBP4,500 per month;
-- Company Secretarial & US Shareholder Reporting- time based fee; and
-- GPCo - time based fee subject to a minimum of GBP10,000 per annum.
As at 31 March 2012, the administration fee creditor was
US$19,930 (30 September 2011: US$15,201 & 31 March 2011:
US$19,582).
Other support services
In addition to the services catalogued above, the Group utilises
support services from other providers. As at 31 March 2012, the fee
creditor for such support services was US$3,882 (30 September 2011:
US$3,827 & 31 March 2011: US$3,857).
Notes to the Consolidated Financial Statements, continued
For the period 1 October to 31 March 2012
3. Related Parties & Material Contracts, continued:
Custodian & Prime Broker Agreement
Jefferies & Company Inc. was appointed as custodian to the
Group and in that capacity currently has custody of all of the
Group's investments. In accordance with US securities laws, the
assets of the Custodian's customers are required to be segregated
from the Custodian's proprietary assets.
As at 31 March 2012, the custodian and prime broker fee creditor
was US$863 (30 September 2011: US$2,872 & 31 March 2011:
US$8,806).
Jefferies & Company Inc. has also been appointed as prime
broker to the Limited Partnership. The Limited Partnership pays the
Prime Broker commissions and other transaction fees (for the
execution of sales of securities). These fees are payable at the
Prime Broker's prevailing rates.
NOMAD & Broker Agreement
Canaccord is the NOMAD & Broker to the Company under a
nominated adviser and Broker agreement dated 1 October 2009 between
the Company and Canaccord (the "NOMAD & Broker Agreement"). The
NOMAD & Broker Agreement is on normal market terms, and under
those terms the Company has agreed, inter alia, to consult and
discuss with Canaccord all of its announcements and statements and
to provide Canaccord with any information which Canaccord
reasonably requires to enable it to carry out its obligations as a
NOMAD and Broker. The NOMAD & Broker Agreement is terminable by
either party on 2 months' written notice and in certain other
circumstances.
As at 31 March 2012, the fees paid in advance to Canaccord were
US$Nil (30 September 2011 US$Nil & 31 March 2011:
US$1,918).
Co-investments with the Master Fund
The Master Fund is a related party as a result of also being
managed by the Investment Manager. As at 31 March 2012, the Group
held investments in the two underlying investment companies noted
below, which the Master Fund also held an interest in:
-- China Integrated Energy Inc
-- Wuhan General Group (China) Inc
The Limited Partnership, collectively with the Master Fund, does
not hold an aggregated controlling interest in any of the above
co-investments.
Directors Interests
As at 31 March 2012, the Directors, who held office during the
period, had no interests in Ordinary Shares. There were no changes
in the interests of the Directors prior to the date of this
report.
No Director and no connected person of any Director has an
interest in the Ordinary Shares which, is known to, (or could with
reasonable diligence be ascertained by) the Directors, whether held
directly or through a third party.
Additionally, as at 31 March 2012, Carl Kleidman and Lisa Snow,
employees of Vision Capital Advisors, held a collective 85,000 (30
September 2011: Carl Kleidman and Lisa Snow, employees of Vision
Capital Advisors, held a collective 85,000; 31 March 2011: Carl
Kleidman, Lisa Snow and Jonathan Shane, employees of Vision Capital
Advisors, held a collective 585,000) Ordinary Shares that carry
certain restrictions.
Adam Benowitz and Randolph Cohen (a former Director of the
Company), the principals of VCA, together beneficially hold
7,187,845 Ordinary Shares in the Company, which are held indirectly
through their wholly owned holding company Tiberius Jersey.
Notes to the Consolidated Financial Statements, continued
For the period 1 October 2011 to 31 March 2012
4. Directors' Fees:
Each of the Directors has entered into an agreement with the
Company providing for them to act as a non-executive Director of
the Company. Their annual fees, excluding all reasonable expenses
incurred in the course of their duties which will be reimbursed by
the Company and are included in other expense, are as follows:
31 March 2012 30 September2011 31 March
2011
Annualised Annualised Annualised
Fee Fee Fee
-------------- ----------------- -----------
US$ US$ US$
Christopher Fish (Chairman) 52,500 70,000 70,000
David Benway (resigned - - -
24 January 2012)
Ruiping Wang (resigned
21 March 2012) - 50,000 50,000
Dr Christopher Polk 37,500 50,000 50,000
John Hallam* 41,250 55,000 55,000
* as chairman of the Audit Committee, Mr Hallam's fee includes a
further US$5,000 per annum.
All the Directors have taken a 25% reduction in fees with effect
from 1 January 2012.
Mr Benway was not entitled to any Directors' fees during the
period. As at 31 March 2012, the Directors' fees creditor was
US$10,313 (30 September 2011 & 31 March 2011: US$Nil).
For the period ended 31 March 2012, Directors' fees were
US$98,592 (30 September 2011: US$233,383 & 31 March 2011:
US$112,668).
5. Basic & Diluted Deficit per Ordinary Share:
Basic and diluted deficit per Ordinary Share is based on the
deficit for the period of US$5,031,051 (31 March 2011:
US$63,563,574 loss) and on a weighted average of 65,289,574 (31
March 2011: 65,660,453) Ordinary Shares in issue.
6. Investments:
1 October 2011 1 October 2010 1 October
Fair Value Through Profit to to 2010
or Loss Investments: 31 March 2012 30 September to
2011 31 March 2011
--------------- --------------- ---------------
US$ US$ US$
Listed equity securities
(freely tradeable) 6,190,505 4,180,905 15,875,148
Listed equity securities
(restricted) - 5,606,263 36,327,297
--------------- ---------------
6,190,505 9,787,168 52,202,445
--------------- --------------- ---------------
Opening fair value 9,787,168 99,696,687 99,696,687
Purchases - 5,201,963 5,192,853
Sales - proceeds (53,651) (32,990,882) (15,098,022)
Sales - realised (losses)/gains
on disposals (137,033) (5,558,528) 16,253
Movement in net unrealised
(losses) (3,405,979) (56,562,072) (37,605,326)
--------------- --------------- ---------------
Closing fair value 6,190,505 9,787,168 52,202,445
--------------- --------------- ---------------
Closing book cost 19,423,148 21,094,831 44,553,362
Closing net unrealised
(losses)/gains 13,232,643 (11,307,663) 7,649,083
--------------- --------------- ---------------
Closing fair value 6,190,505 9,787,168 52,202,445
--------------- --------------- ---------------
Notes to the Consolidated Financial Statements, continued
For the period 1 October 2011 to 31 March 2012
6. Investments, continued:
1 October 2010
Held for Trading Investments: 1 October to 1 October 2010
2011 30 September to
to 2011 31 March 2011
31 March 2012
--------------- --------------- ----------------
US$ US$ US$
Unlisted investments-warrants 127,315 767,629 10,193,120
--------------- --------------- ----------------
Opening fair value 767,629 34,089,070 34,089,070
Purchases - - -
Sales - proceeds - - (4,041)
Movement in net unrealised
losses (640,314) (33,321,441) (23,891,909)
--------------- --------------- ----------------
Closing fair value 127,315 767,629 10,193,120
--------------- --------------- ----------------
Closing book cost 93,486 93,486 89,445
Closing net unrealised
gains 33,829 674,143 10,103,675
--------------- --------------- ----------------
Closing fair value 127,315 767,629 10,193,120
--------------- --------------- ----------------
1 October 1 October 2010 1 October 2010
2011 to to
Total Investments: to 30 September 31 March 2011
31 March 2012 2011
--------------- --------------- ---------------
US$ US$ US$
Listed equity securities
(freely tradeable) 6,190,505 4,180,905 15,875,148
Listed equity securities
(restricted) - 5,606,263 36,327,297
Warrants 127,315 767,629 10,193,120
--------------- --------------- ---------------
6,317,820 10,554,797 62,395,565
--------------- --------------- ---------------
Opening fair value 10,554,797 133,785,757 133,785,757
Purchases - 5,201,963 5,192,853
Sales - proceeds (53,652) (32,990,882) (15,102,063)
Sales - realised (losses)/gains
on disposals (137,032) (5,558,528) 16,253
Movement in net unrealised
losses (4,046,293) (89,883,513) (61,497,235)
--------------- --------------- ---------------
Closing fair value 6,317,820 10,554,797 62,395,565
--------------- --------------- ---------------
Closing book cost 20,997,632 21,188,317 44,642,807
Closing net unrealised
gains (14,679,812) (10,633,520) 17,752,758
--------------- --------------- ---------------
Closing fair value 6,317,820 10,554,797 62,395,565
--------------- --------------- ---------------
7. Cash and Cash Equivalents:
31 March 2012 30 September 31 March 2011
2011
-------------- ------------- --------------
US$ US$ US$
Cash at bank 7,205,618 8,372,118 9,799,671
Bank overdraft - - (3)
-------------- ------------- --------------
7,205,618 8,372,118 9,799,668
-------------- ------------- --------------
Notes to the Consolidated Financial Statements, continued
For the period 1 Ocrober 2011 to 31 March 2012
8. Other Receivables:
31 March 2012 30 September 31 March 2011
2011
-------------- ------------- --------------
US$ US$ US$
Unsettled investment
sales - - 2,149,224
Prepayments 343,193 59,195 153,014
-------------- ------------- --------------
343,193 59,195 2,302,238
-------------- ------------- --------------
The Directors consider that the carrying amount of other
receivables approximates fair value.
9. Other Payables:
31 March 2012 30 September 31 March 2011
2011
-------------- ------------- --------------
US$ US$ US$
Income allocation on
B Redeemable Preference
Shares (101,293) (101,293) (101,293)
Administrator's fee 19,930 15,201 19,582
Registrar's fee 3,882 3,827 3,857
NOMAD & Broker's fees - - 1,918
Prime Broker fees 863 2,872 8,806
Legal & professional
fees 273,523 325,444 69,566
Consultancy fees 5,387 5,387 8,558
Audit fee 40,408 74,803 48,581
Travel & marketing 4,513 4,790 -
Directors' fees 10,313 - -
Sundry payables 22,647 37,570 11,013
-------------- ------------- --------------
280,173 368,601 70,588
-------------- ------------- --------------
The Directors consider that the carrying amount of other
payables approximates fair value.
10. Reserves:
1 October 2011 1 October 2010 1 October 2010
to to to
31 March 2012 30 September 31 March 2011
2011
-------------- -------------- --------------
US$ US$ US$
Opening revenue reserve (21,320,270) 78,054,481 78,054,481
Total comprehensive deficit
for the period/year (5,031,051) (99,374,751) (63,563,574)
-------------- -------------- --------------
Closing revenue reserve (26,351,321) (21,320,270) 14,490,907
-------------- -------------- --------------
Notes to the Consolidated Financial Statements, continued
For the period 1 October 2011 to 31 March 2012
11. Share Capital:
31 March 2012,
30 September
2011 & 31 March
2011
-----------------
Authorised Share Capital: US$
Unlimited shares of no par value that may be
issued as Ordinary Shares -
-----------------
1 October 2011 1 October 2010 1 October 2010
to to to
31 March 2012 30 September 31 March 2011
2011
-------------- -------------- --------------
Allotted, Issued and No. No. No.
Fully Paid:
Brought forward 65,289,574 66,189,574 66,189,574
Repurchased Ordinary
Shares cancelled - (900,000) (900,000)
Carried forward 65,289,574 65,289,574 65,289,574
-------------- -------------- --------------
1 October 2011 1 October 2010 1 October 2010
to to to
31 March 2012 30 September 31 March 2011
2011
-------------- -------------- --------------
Share Capital: US$ US$ US$
Share capital brought
forward 39,821,755 61,259,952 61,259,952
Capital distribution - (19,998,197) -
Repurchase and cancellation
of Ordinary Shares held
in treasury during the
period/year - (1,440,000) (1,440,000)
-------------- -------------- --------------
Share capital carried
forward 39,821,755 39,821,755 59,819,952
-------------- -------------- --------------
On 14 December 2010, in accordance with the Company's buy-back
programme in relation to its distribution policy in respect of the
year ended 30 September 2010, the Company acquired 900,000 Ordinary
Shares from Shareholders for an aggregate price of US$1.44 million.
On 17 December 2010, those Ordinary Shares of the Company that were
being held in treasury were cancelled. Following the cancellation,
as at 31 March 2012, the number of issued Ordinary Shares of the
Company was 65,289,574.
On 30 August 2011, in accordance with the Company's distribution
policy, the Company paid to Shareholders (on the register as at
close of business on 19 August 2011) a return of capital of
US$0.3063 per Ordinary Share, amounting to US$20.0million in
aggregrate.
The repurchase of Ordinary Shares by the Company was funded from
the Company's cash resources.
The Company's authorised capital structure comprises an
unlimited number of shares of no par value.
Notes to the Consolidated Financial Statements, continued
For the period 1 October 2011 to 31 March 2012
11. Share Capital, continued:
Ordinary Shareholders have the following rights:
(i) Dividends
During the year Shareholders (other than the Company itself
where it holds its own Ordinary Shares as treasury Ordinary Shares)
are entitled to receive, and participate in, any dividends or other
distributions out of the profits of the Company available for
dividend and resolved to be distributed in respect of any
accounting period or other income or right to participate
therein.
(ii) Winding up
On a winding up, Shareholders (other than the Company itself
where it holds its own Ordinary Shares as treasury Ordinary Shares)
shall be entitled to the surplus assets remaining after payment of
all the creditors of the Company.
(iii) Voting
Shareholders (other than the Company itself where it holds its
own Ordinary Shares as treasury Ordinary Shares) shall have the
right to receive notice of and to attend and vote at general
meetings of the Company and each Shareholder being present in
person or by proxy or by a duly authorised representative (if a
corporation) at a meeting shall upon a show of hands have one vote
and upon a poll each such holder present in person or by proxy or
by a duly authorised representative (if a corporation) shall have
one vote in respect of every Ordinary Share held by him.
B Redeemable Preference Shares
Proceeds from the issue of B Redeemable Preference Shares in the
GPCo are classified as debt in these financial statements in
accordance with IFRS and have the following special rights:
a) At any time the B Redeemable Preference Shareholders of the
GPCo shall be entitled on liquidation of the Company to a sum equal
to any undistributed vested performance allocation, due from the
Limited Partnership, plus any amounts due to the Company under the
Limited Partnership Agreement allocated between such Shareholders
pro rata to the number of B Redeemable Preference Shares they hold
at the date of distribution in priority to any other distributions
on the A Ordinary Shares of the GPCo.
b) Subject to the provisions of the Law, on each annual NAV
publication date, of the Limited Partnership, an amount equal to
any undistributed vested performance allocation, in the Limited
Partnership, shall become distributable to the B Redeemable
Preference Shareholders of the GPCo.
c) Should the Company be unable to pay a dividend equal to any
undistributed vested performance allocation, due from the Limited
Partnership, in accordance with (b) above, the Company shall pay a
maximum dividend it is permitted to pay to the B Redeemable
Preference Shareholders of the GPCo and the remainder of the
undistributed vested performance allocation shall be dealt with in
accordance with (d) below. There is no vested performance
allocation at 31 March 2012 and it is not expected that any further
performance allocation will vest in future.
Notes to the Consolidated Financial Statements, continued
For the period 1 October 2011 to 31 March 2012
11. Share Capital, continued:
d) The B Redeemable Preference Shares of the GPCo shall have no
voting rights, save where any undistributed vested performance
allocation remains outstanding for more than 5 business days when
each B Redeemable Preference Share in the GPCo shall carry 10 votes
at any general meeting of the GPCo.
e) The B Redeemable Preference Shareholders of the GPCo have the
sole economic rights to the performance allocation to which the
Company is entitled under the terms of the limited partnership
agreement and the return on the US$100,000 capital invested by the
B Redeemable Preference Shareholders of the GPCo for the B
Redeemable Preference Shares in the GPCo. The value of the B
Redeemable Preference Shares is classified as a liability in these
financial statements.
C Ordinary Share
A C Ordinary Share in GPCo was issued to VCA to enable it to
comply with certain capital adequacy requirements. The Share
carries no rights to vote at general meetings, no rights to
dividends or other distributions (including on a return of capital)
and only the right to receive GBP10,000 on a liquidation or winding
up of GPCo. The value of the C Ordinary Share is classified as a
liability in these financial statements.
12. NAV per Ordinary Share:
The NAV per Ordinary Share is based on the net assets
attributable to Shareholders of US$13,470,434 (30 September 2011:
US$18,501,485 & 31 March 2011: US$74,310,859) and on the
Ordinary Shares at the period end in issue of 65,289,574 (30
September 2011 & 31 March 2011: 65,289,574).
31 March 2012 30 September 31 March 2011
2011
-------------- ------------- --------------
US$ US$ US$
Announced NAV per Ordinary
Share 0.210 0.288 1.138
Adjustment re litigation
and liquidation fees 0.004 0.004 -
-------------- ------------- --------------
Statutory financial statements
NAV per Ordinary Share 0.206 0.284 1.138
-------------- ------------- --------------
13. Dividend:
The Directors do not recommend the payment of a dividend for the
period ended 31 March 2012 (31 March 2011: US$Nil).
14. Distribution:
On 14 December 2010, in accordance with the Company's buy-back
programme in relation to its distribution policy in respect of the
year ended 30 September 2010, the Company acquired 900,000 Ordinary
Shares from Shareholders for an aggregate price of US$1.44 million.
On 17 December 2010, those Ordinary Shares of the Company that were
being held in treasury were cancelled. Following the cancellation,
as at 31 March 2012, the number of issued Ordinary Shares of the
Company was 65,289,574.
On 30 August 2011, the Company paid to Shareholders a return of
capital amounting to US$20 million in aggregate. The remaining
amount to be distributed to Shareholders as at 30 September 2011
was US$Nil.
15. Taxation:
The Company is exempt from Guernsey income tax under the Income
Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and is charged an
annual exemption fee of GBP600.
Notes to the Consolidated Financial Statements, continued
For the period 1 October 2011 to 31 March 2012
16. Capital Management:
The Company has the ability to borrow up to 25% of net assets in
order to meet ongoing expenses and obligations. Any such borrowing
requires Board approval.
The Company has been granted authority to make market purchases
of up to 14.99% of its own Ordinary Shares. Any such purchases
require Shareholders' approval.
17. Contingent Liability:
In 2010, legal proceedings were brought against the Company, the
Limited Partnership and other defendants in the United States
Bankruptcy Court for the District of Nevada by the Trustee of the
Litigation Trust of Astrata Group, Inc., a former Investee of the
Company. At a hearing on 23 January 2012, the court allowed certain
causes of action against the Company and the Limited Partnership to
continue but dismissed the more substantial damage claims related
to the loss of certain contracts. The remaining damage claims
alleged in the complaint are those related to other lost "key
contracts", bankruptcy administrative costs, the loss of
"enterprise value" and cash flow, disgorgement and restitution.
Based on the advice of counsel that has been engaged to defend the
Company, the Company disputes the merits of the remaining claims.
However, mindful of the potential litigation costs in this matter,
and also with the advice and assistance of counsel, the Company is
engaged in settlement negotiations with the Litigation Trustee.
Based on the complaint, the alleged value of the claims relating
to other lost "key contracts" and bankruptcy administrative costs
is now approximately US$35 million. An amount has not yet been
alleged in relation to the claims for loss of "enterprise value"
and cash flow, or for punitive and exemplary damages, attorneys'
fees, pre-judgment interest, disgorgement or restitution. At the
present time, the Company considers it not possible to know the
outcome of the remaining claims. The legal costs incurred to date
have been expensed. The Directors have decided to make a provision
of US$250,000 against the future costs of vigorously defending or
otherwise settling the proceedings and pursuing counterclaims
and/or setoffs and defences against the plaintiff.
18. Post Period End Events:
Since the period end the Company managed to monetise its
remaining holding in Shengkai Innovations (VALV) and all its
warrants in VALV, Tianyin Pharmaceuticals and Keyuan
Petrochemicals, achieving gross sale proceeds of US$2.86
million.
There were no other significant post period end events that
require disclosure in these financial statements.
DEFINITIONS
Adjusted Closing NAV the NAV at the end of a performance period
per Ordinary Share (for the avoidance of doubt, after deducting
the performance allocation accrued in any previous
performance period) divided by the number of
Ordinary Shares in issue at the time
Administrator Praxis Fund Services Limited
Admission the admission of the Ordinary Shares to trading
on AIM which occurred on 28 November 2007
AIM AIM, a market operated by the London Stock
Exchange
AIM Rules the AIM Rules for Companies of the London Stock
Exchange
A Ordinary Shares A Ordinary Shares issued by GPCo
B Redeemable Preference B Redeemable Preference Shares issued by GPCo
Shares
Board the board of directors of the Company
Canaccord Canaccord Genuity Limited, the Company's nominated
adviser & broker
Company or VOC Vision Opportunity China Fund Limited
C Ordinary Shares C Ordinary Shares issued by GPCo
Custodian Jefferies & Company Inc.
Directors the directors of the Company
GPCo Vision Opportunity China GP Limited
Group the Company, GPCo, the Limited Partnership
and their subsidiary undertakings from time
to time
High Watermark the highest previously recorded Opening NAV
per Ordinary Share as reduced by the sum of
all dividends and distributions paid, made
or declared per Ordinary Share since the date
such highest Opening NAV per Ordinary Share
was established
Hurdle NAV the greater of (a) the Opening NAV per Ordinary
Share and (b) the High Watermark, increased
over the relevant performance period by a rate
equal to 10% per annum
Investee Company a company in which an investment is held
Investment Management the investment management agreement dated 16
Agreement November 2007, amended and restated investment
management agreement dated 12 August 2011 and
the 3 month extension agreement dated 31 March
2012 between the Company and the Investment
Manager
Investment Manager Vision Capital Advisors, LLC, a limited liability
or Vision Capital Advisors corporation incorporated in Delaware, US and
the investment manager of the Company
Limited Partnership Vision Opportunity China LP
Limited Partnership the agreement between VOC and GPCo establishing
Agreement the Limited Partnership
London Stock Exchange London Stock Exchange plc
Master Fund Vision Opportunity Master Fund, Ltd, a Cayman
Island exempt corporation managed by Vision
Capital Advisors, including any other fund
to which Vision Opportunity Master Fund, Ltd
transfers a portion of its assets and which
will continue to be managed by Vision Capital
Advisors
DEFINITIONS, continued
NAV the net asset value of the Group or of an Ordinary
Share (as the context requires) calculated
in accordance with the investment valuation
policy and the accounting policies of the Group
from time to time
NOMAD & Broker Canaccord
Opening NAV per Ordinary the NAV at the beginning of a performance period
Share (for the avoidance of doubt, after deducting
the performance allocation accrued in any previous
performance period) divided by the number of
Ordinary Shares in issue at the time
Ordinary Shares or ordinary shares of no par value in the share
Shares capital of the Company
Prime Broker Jefferies & Company Inc.
Registrar Capita Registrars (Guernsey) Limited
Shareholders the shareholders of the Company
Treasury Shares Ordinary Shares held in treasury by the Company
US the United States of America
US$ US dollars, the lawful currency of the US
GBP or Sterling pounds sterling, the lawful currency of the
United Kingdom
COMPANY INFORMATION
Directors: Christopher Fish (Non-executive Independent
Chairman)
John Hallam(Non-executive Independent Director)
Dr Christopher Polk (Non-executive Independent Director)
David Benway (Non-executive Director), (resigned 24 January
2012)
Ruiping Wang (Non-executive Independent Director), (resigned 21
March 2012)
Registered Office: Sarnia House
Le Truchot
St Peter Port
Guernsey, GY1 4NA
Administrator & Secretary Praxis Fund Services Limited
Sarnia House
Le Truchot
St Peter Port
Guernsey, GY1 4NA
Registrar: Capita Registrars (Guernsey) Limited
Mont Crevelt House
Bulwer Avenue
St Sampson
Guernsey, GY2 4LH
Investment Manager: Vision Capital Advisors, LLC
20 West 55(th) Street
5(th) Floor
New York, NY10019
USA
Auditors: KPMG Channel Islands Limited
PO Box 20
New Street, St Peter Port
Guernsey, GY1 4AN
Nominated Adviser & Broker: Canaccord Genuity Limited
9(th) Floor
88 Wood Street
London, EC2V 7QR
English Solicitors: Travers Smith LLP
10 Snow Hill
London, EC1A 2AL
Guernsey Advocates: Mourant Ozannes
1 Le Marchant Street
St Peter Port
Guernsey, GY1 4HP
Custodian, Prime Broker & Banker: Jefferies & Company Inc.
520 Madison Avenue
12(th) Floor
New York, NY10022
USA
Banker: Lloyds TSB Offshore Limited
Corporate Banking
PO Box 123
Sarnia House
Le Truchot
St Peter Port
Guernsey, GY1 4EF
Company Number: 47999 (Registered in Guernsey)
Sources of Further Information:
The Ordinary Shares are quoted on AIM. Information updates are
available on the Company's website, www.vocfund.com.
Frequency of NAV Publication:
The Company's NAV is released via a Regulatory Information
Service weekly.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BLGDUUBBBGDI
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