TIDMOIG
RNS Number : 7339W
Oryx International Growth Fund Ld
13 December 2019
13 December 2019
FOR IMMEDIATE RELEASE
RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A., GUERNSEY
BRANCH
HALF-YEARLY RESULTS ANNOUNCEMENT
THE BOARD OF DIRECTORS OF Oryx International Growth Fund Limited
ANNOUNCE UNAUDITED CONDENSED HALF-YEARLY RESULTS FOR THE SIX
MONTHSED 30 SEPTEMBER 2019
A copy of the Company's Unaudited Condensed Half Yearly
Financial Report will be available via the following link:
www.oryxinternationalgrowthfund.co.uk
HALF-YEARLY BOARD REPORT
PERFORMANCE SUMMARY AND DIVID HISTORY
Performance Summary
At 30 September At 31 March
2019 2019
(GBP in millions, except per share data
and the number of Ordinary Shares in
issue)
Number of Ordinary Shares in issue 14,192,125 14,192,125
Net Asset Value ("NAV") attributable
to shareholders
- Ordinary Shares 145.31 133.33
Investments 143.44 125.65
Cash and cash equivalents 2.12 7.93
NAV per share attributable to shareholders
- Ordinary Shares 10.24 9.39
Share Price 7.53 7.68
Discount to NAV (26.46)% (18.21)%
Earnings per share(1) 0.84 0.57
Dividend history
No Ordinary Share dividend was declared during the period.
(1) - The earnings per share of GBP0.84 relates to the six month
period from 1 April 2019 to 30 September 2019 whereas the earnings
per share of GBP0.57 relates to the financial year from 1 April
2018 to 31 March 2019.
CHAIRMAN'S STATEMENT
I am pleased to report another excellent set of results for the
period ended 30 September 2019. The Net Asset Value per share rose
by 9% during the period. During the same period, the relevant
smaller companies' index reported a decline of approximately
7%.
The continued strong performance of Oryx International Growth
Fund Limited (the "Company") is a reflection of the skills of
Christopher Mills and the team at Harwood to invest in companies
where they see opportunities for value creation through active
management and, when appropriate, realisation of capital gains.
On 1 October 2019, we appointed Harwood Capital (Gibraltar)
Limited as the Company's new Alternative Investment Fund Manager
and Adviser with immediate effect as noted below under the events
after the reporting period.
In line with the Company's stated policy, no dividend will be
paid.
Nigel Cayzer
Chairman
12 December 2019
executive sUMMARY
This Executive Summary is designed to provide information about
the Company's business and results for the six month period ended
30 September 2019. It should be read in conjunction with the
Chairman's Statement and the Investment Adviser's Report which
gives a detailed review of investment activities for the period and
an outlook for the future.
Corporate summary
The Company is a Guernsey Authorised Closed-Ended Collective
Investment Scheme pursuant to the Protection of Investors
(Bailiwick of Guernsey) Law 1987, as amended, and the Authorised
Closed Ended Investment Scheme Rules 2008 issued by the Guernsey
Financial Services Commission. It was incorporated and registered
with limited liability in Guernsey on 2 December 1994, with
registration number 28917. The Company has a premium listing on the
Main Market of the London Stock Exchange.
The Company's share capital is denominated in Sterling and each
Ordinary Share carries equal voting rights.
The investment manager and investment adviser during the six
month period ended 30 September 2019 was Harwood Capital LLP (the
"Investment Manager" and the "Investment Adviser") a United Kingdom
limited liability partnership incorporated under the Limited
Partnerships Act 2000 (partnership number OC304213) and regulated
by the Financial Conduct Authority.
Harwood Capital LLP was authorised by the Financial Conduct
Authority ("FCA"), on 27 October 2014, as a Small Authorised UK
Alternative Investment Fund Manager ("AIFM") under the Alternative
Investment Fund Managers Directive (the "AIFMD") and the Company
has been included in Harwood Capital LLP's Schedule of Alternative
Investment Funds ("AIFs"). As a Small Authorised UK AIFM, Harwood
Capital LLP is not subject to the full scope of the Directive but
must report to the FCA annually on the Company and the other AIFs
that it manages.
Company investment objective and policy
The investment objective of the Company is to seek to generate
consistently high absolute returns whilst maintaining a low level
of risk for shareholders.
The Company principally invests in small and mid-size quoted and
unquoted companies in the United Kingdom and the United States. The
Investment Manager targets companies that have fundamentally strong
business models, but where there may be specific factors which are
constraining the maximisation or realisation of shareholder value,
which may be realised through the pursuit of an activist
shareholder agenda by the Investment Manager. Dividend income is a
secondary consideration when making investment decisions.
Director interests
The Board comprises seven non-executive Directors, five of whom
are independent: Nigel Cayzer (Chairman), Walid Chatila, Rupert
Evans, John Grace and John Radziwill. Christopher Mills is an
employee of the Investment Manager and Sidney Cabessa is a director
of Harwood Capital Management Limited, the parent company of
Harwood Capital LLP and are therefore not regarded as independent.
Information on each Director is presented below.
Walid Chatila, Rupert Evans and John Radziwill are members of
the Audit Committee and Nomination Committee. Nigel Cayzer, Sidney
Cabessa, and John Grace are also members of the Nomination
Committee.
Christopher Mills is a Partner and Chief Executive Officer of
the Investment Manager and Investment Adviser. Harwood Capital LLP
is entitled to fees as detailed in notes 3 and 4. Rupert Evans is a
consultant to the law firm Mourant Ozannes, the legal adviser to
the Company.
No fees were paid or are payable to Harwood Capital Management
Limited of which Sidney Cabessa is a Director.
Information on the Directors' remuneration is detailed in note
7. Other than fees payable in the ordinary course of business,
there have been no material transactions with these related
parties.
The Company has not set any requirements or guidelines for
Directors to own shares in the Company. As at the date of approval
of the Half-Yearly Financial Report, Directors and their connected
persons held the following number of Ordinary Shares in the
Company:
Director Directors' holdings in the Company's
Ordinary Shares
------------------- -------------------------------------
Christopher Mills 350,000
------------------- -------------------------------------
John Grace (1) 130,000
346,607
------------------- -------------------------------------
(1) John Grace holds a beneficial interest of 130,000 Ordinary
Shares and is also a member of a class of beneficiaries which holds
an interest in 346,607 Ordinary Shares.
Principal risks and uncertainties
When considering the total return of the Company, the Board
takes account of the risk which has been taken in order to achieve
that return. The Directors have carried out a robust assessment of
the principal risks facing the Company including those which would
threaten its business model, future performance, solvency or
liquidity. The Board looks at the following risk factors as listed
below:
-- Investment activity and performance
-- Level of discount or premium
-- Market price risk
Information on these risks and how they are managed is given in
the Annual Report and Financial Statements for the year ended 31
March 2019. In the view of the Board, these principal risks and
uncertainties were applicable to the six months under review and
are not expected to change for the remaining six months of the
financial year.
Events after the reporting date
On the 1 October 2019, the Alternative Investment Fund
Management Agreement, dated 22 July 2014, was restated and amended.
The Alternative Investment Fund Management Restated and Amended
Agreement (the "Restated Agreement"), dated 1 October 2019,
appointed Harwood Capital Management (Gibraltar) Limited as the
Company investment manager and adviser, replacing Harwood Capital
LLP with effect from 1 October 2019. Under the Restated Agreement,
no changes were made to the management fee and supplementary
management fee as detailed in notes 3 and 4 respectively.
Going concern
Under the UK Corporate Governance Code and applicable
regulations, the Directors are required to satisfy themselves that
it is reasonable to assume that the Company is a going concern from
the date of approval of this Half-Yearly Financial Report.
The Directors have considered the Company's investment objective
and risk management policy, its assets and the expected income and
return from its investments. The Directors are of the opinion that
the Company is able to meet its liabilities and ongoing expenses as
they fall due and they have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for the foreseeable future. Accordingly, these condensed financial
statements have been prepared on a going concern basis and the
Directors believe it is appropriate to continue to adopt this basis
for a period of at least 12 months from the date of approval of
these condensed financial statements.
The special resolution outlined in Article 51 of the Articles of
Incorporation was not passed at the AGM on 28 August 2019. Hence,
the Company will continue its operations until the 2020 AGM when
the special resolution outlined in Article 51 will be proposed to
the shareholders again, where the Board will recommend that
shareholders vote against this resolution. Although the outcome of
such a vote remains uncertain, having assessed the principal risks
to the business and investment model, the Directors' current view
is that the shareholders will vote against the resolution.
Future strategy
The Board continues to believe that the investment strategy and
policy adopted by the Company is appropriate for and is capable of
meeting the Company's investment objective.
The overall strategy remains unchanged and it is the Board's
assessment that the Investment Manager's and Investment Adviser's
resources are appropriate to properly manage the Company's
portfolio in the current and anticipated investment
environment.
Refer to the Investment Adviser's report for detail regarding
performance to date of the investment portfolio and the main trends
and factors likely to affect those investments.
BOARD MEMBERS
Directors
All Directors are non-executive.
Nigel Cayzer (Chairman)
British
Nigel Cayzer is Chairman of Aberdeen Asian Smaller Companies
Investment Trust PLC. He is also a director of a number of private
companies. He has been Chairman or a director of a number of
Investment Companies and was Chairman of Maggie's, a leading cancer
charity, from 2005 until 2014.
Sidney Cabessa
French
Sidney Cabessa is also a director of Club-Sagem and
Mercator/Nature et découvertes. He was Chairman of CIC Finance, an
Investment Fund and a subsidiary of French banking group, CIC -
Credit Mutuel and was previously a Director of other investment
companies. He has previously been Senior Adviser with Rothschild
and co (2012 to 2018); and is now Senior Adviser at Essling
Capital. He is also a director of Harwood Capital Management
Limited.
Walid Chatila
Canadian
Walid Chatila is a retired Certified Public Accountant (Texas
1984) and a Certified Professional Accountant (Ontario 1991). His
career includes international audit and special assignment
experience mostly in financial services in the Middle East and
North America from 1983 to 1993. A resident of Abu Dhabi, United
Arab Emirates, since 1993, he was the Finance Director of Emirates
Holdings from 1994 to 2006, and between 2006 and 2011, he assumed
the role of General Manager of Al Nowais Investment LLC. He was
also the General Manager of Arab Development Establishment until
June 2017.
Rupert Evans
British
Rupert Evans is a Guernsey Advocate and was a partner in the
firm of Ozannes between 1982 and 2003, since then he has been a
consultant to Ozannes (now Mourant Ozannes). He is a non-executive
director of a number of other investment companies some of which
are quoted on recognised stock exchanges. He is a Guernsey
resident.
Christopher Mills
British
Christopher Mills is a Partner and the Chief Executive Officer
of Harwood Capital LLP. He is also Chief Investment Officer of
North Atlantic Smaller Companies Investment Trust plc ("NASCIT").
NASCIT is the winner of numerous Micropal and S&P Investment
Trust awards. In addition, he is a non-executive director of
numerous UK companies which are either currently, or have in the
past five years been, publicly quoted.
John Radziwill
British
John Radziwill is currently a director of INTL FC Stone,
Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth Street
Capital Ltd and Netsurion Ltd. In the past ten years, he also
served as a director of Acquisitor Plc and Acquisitor Holdings
(Bermuda) Ltd, Air Express International Corp., Radix Ventures Inc,
Baltimore Capital Plc, Lionheart Group Inc, USA Micro Cap Value Co
Ltd and Radix Organisation Inc. Mr Radziwill is a member of the Bar
of England and Wales.
John Grace
New Zealander
John Grace is actively involved in the management of several
global businesses including asset management, financial services,
and real estate. He is a Director and Founder of Sterling Grace
International Ltd. Sterling Grace and its affiliates manage
investments for high net-worth investors, institutions and
investment partnerships. The company is active in global money
management, financial services, private equity and real estate
investments. He is also Chairman of Trustees Executors Holdings
Ltd, owner of the premier and oldest New Zealand trust company
established in 1882. It is the market leader in the corporate trust
business. Its clients include government divisions, corporations
and banks. The company is active in wholesale financial services
including trust accounting, securities custody and mutual fund
registry. It is also actively engaged in the personal trust
business. He graduated from Georgetown University. He has served as
a director of numerous public companies and charities. He currently
supports genetic research and education initiatives in science at
the university of Lausanne, EPFL École polytechnique fédérale de
Lausanne and CERN, the European Organization for Nuclear
Research.
INVESTMENT ADVISER'S REPORT
The Company had another successful period of performance,
despite a challenging period. The NAV per share rose by 9% which
compares favourably with a decline of approximately 7% of the
appropriate indices during the six-month period under review.
Quoted equities:
The rise in NAV was positively impacted by a strong performance
from top ten holdings Ergomed plc and Renalytix AI plc, which have
gained 77% and 76% respectively in the six months through
September. A significant investment in Stobart Group plc was
initiated and has seen positive momentum in recent trading. The
Southend Airport asset offers exciting potential for future upside
in the business.
The principal disappointment in the interim was Hargreaves
Services plc, which declined 21% through September. Despite a
challenging year, we remain confident that management can fulfil
its strategic objectives to release capital, manage risk and
improve margins. Goals Soccer Centres plc also had to be written
off following the discovery of fraud.
Unquoted equities:
The relatively small unquoted portfolio, amounting to 5.7% of
assets, fell modestly as it was necessary to write down Jaguar
Holdings Limited following the loss of the American Airlines
contract. Antler Holdco Limited was, however, written up following
very strong results.
Outlook:
We continue to invest in our existing holdings, as strong
management teams have proven their capabilities in navigating the
uncertain socio-economic environment. Markets have been stagnant as
liquidity remains limited. Brexit negotiations with Europe have
advanced which should bring clarity to the market, thus allowing
share prices and volumes to improve.
We have benefited from three takeovers in recent months and
there are several catalysts in the portfolio that we expect to
contribute to underlying growth in the NAV of the Company in the
current financial year.
Harwood Capital LLP
12 December 2019
TEN LARGEST HOLDINGS
As at 30 September 2019
EKF Diagnostics Holdings plc
EKF Diagnostics is a global integrated market leader in the
medical diagnostics business, offering a large range of haemoglobin
and haematocrit analysers. The company focuses on diagnostics for
the Point of Care market, demonstrating a way to make blood and
anaemia screening more accessible and affordable. The business also
has a clinical laboratory division where its liquid reagents can be
used widely in analysers found in hospital laboratories.
Management has provided positive outlook statements as strong
margin performance has driven cash generation. The company is
expected to declare a maiden dividend of 1p, equating to a yield in
excess of 3%. Following the great success of the Renalytix AI plc
spin out and IPO, EKF Diagnostics has signed a Preferred Provider
Agreement with Mt Sinai, giving it early access to new commercial
opportunities.
Ergomed plc
Ergomed provides specialised services to the pharmaceutical
industry, which include clinical development and trial management
for drug development companies. The company undertakes all facets
of clinical trial management from Phase I to Phase IV on behalf of
their clients. The group has continued to cut costs while
continuing its path to leadership positions in the attractive
PrimeVigilance and orphan drug development markets and has a strong
order book underpinning future growth.
Ergomed has re-focused its business strategy and appointed new
directors to the board that add significant expertise to the
company's healthcare advisor committee. The company has received a
strong order intake over the period, including a late-stage
clinical trial win with a European specialty biotech business. The
share price has appreciated significantly this year, but still
remains at a discounted valuation to its various peers, suggesting
further upside is available.
Augean plc
Augean is the market leader specialising in hazardous waste
management practices, and provides waste management solutions
across the United Kingdom. The group is strategically positioned to
provide compliance and commercial solutions operated through five
business units: Energy & Construction, Radioactive Waste
Services, Industry and Infrastructure, Augean Integrated Services
and Augean North Sea Services.
The group is currently engaged in a legal process with HMRC over
supposed un-paid landfill tax assessments, the group believes that
taxes have been collected and paid correctly and is challenging the
HMRC's position. Cost savings in the business have climbed to GBP6
million per annum, and market drivers have remained strong in key
segments. The company's net cash position has continued to
strengthen, climbing to GBP23 million from GBP15 million since the
beginning of the year.
MJ Gleeson plc
Gleeson operates two divisions, Gleeson Homes and Gleeson
Strategic Land. Gleeson Homes continues to show a strong increase
in revenues from the previous years. This has been driven by
relentless demand for affordable housing among the group's core
northern customer base. Gleeson Strategic Land continues to enjoy
continuing success in securing residential planning permission as
well as progressing the sale of several of its southern UK sites,
with a strong future pipeline. The decision has been made to retain
the business within the group.
This twin track strategy continues to build momentum delivering
increased revenues, profits, cash and margins as management puts in
place the infrastructure to deliver its 2,000 homes a year target
by 2022.
Bigblu Broadband plc
Bigblu Broadband, formerly "Satellite Solutions Worldwide",
operates as a leading global telecommunication offering very fast
broadband to rural communities, which traditional broadband
providers cannot deliver. The company has established a strong
position as an alternative and rural broadband provider across
multiple geographies using satellite, fixed wireless and 4G/5G
technologies. Organic growth is expected to accelerate, while
increased scale and further integration of previous acquisitions
should lead to improved margins and cash
generation. A recent partnership with Eutelsat will boost
subscriber growth as the company expands its sales network.
During the interim period, the company accelerated organic
growth and improved operating cash flow to GBP2.6 million from zero
previously. Margins continue to improve amid operational gearing
and streamlining of customer service costs. We expect satellite
connectivity in Europe and Australia to continue to drive the
business forward.
Renalytix AI plc
Renalytix AI plc was spun out of EKF Diagnostics Holdings plc in
2018. The company manufactures artificial intelligence-enabled
diagnostics for kidney disease, serving patients on a global scale.
The company recently announced the completion of a joint venture
with AKESOgen, an industry leading commercial laboratory facility
and provider of clinical trial precision medicine services. The
partnership will allow RenalytixAI to immediately scale operations
to support additional partnerships without incurring additional
fixed overhead. The business has a strong management team and is
supported by the Icahn School of Medicine at Mt Sinai.
The share price has performed well as strong markers for future
take-up and broad payer acceptance have been achieved. The
preliminary determination by CMS for national US Medicare pricing
of the KidneyIntelX at $950 (vs $750 est) was extremely positive
news and provides additional upside to the business.
Redcentric plc
The company is a leading UK IT managed services business that
provides IT and cloud services to meet its customer and client's
needs. The group benefits from an established reputation as an end
to end managed service provider delivering innovative technology to
improve business productivity and efficiency.
Redcentric is implementing a strategic review by cutting the
cost base, consolidating property and systems from its legacy
businesses throughout a challenging business environment. The
operating model has been transformed to migrate more customers to
the cloud. The company has delivered strong free cash flow and has
demonstrated balance sheet improvement with net debt reduction.
Cost savings have been ahead of expectations and a refreshed sales
team continues to deliver on revenue targets.
Hargreaves Services plc
Hargreaves Services aims to deliver returns in three key asset
classes; Energy, infrastructure and the property sector. The
business has evolved from a traditional model of industrial
services and logistics to incorporate renewable energy, civil
engineering, land restoration and remediation. The company has
developed a pipeline of opportunities with a land bank of 18,000
acres of land across the UK, which will have a mixed-use purpose of
residential, commercial property and industrial use.
The group has faced challenging conditions but good strategic
progress has been made towards a recovery in profitability. There
is an increasing contribution from Hargreaves Land and German
Associate HRMS as well as ongoing progress in Industrial Services.
The company has announced its intention to introduce a dividend of
20p per share (equivalent of an 8% yield) funded by HMRS profits as
the Carbon Pulverisation Plant comes on stream.
NAHL Group plc
NAHL Group consists of a group of businesses providing products
and services to consumers in the UK legal services market. The
company is mid-way through a strategic transition as regulatory
changes lowered demand for the previous business model. NAHL is
building a new brand of technology enabled law firm that focuses on
customer experience and high-volume processing of claims through to
final settlement through joint ventures with law firms and has
recently launched its own wholly owned law firm.
The company has shown that its strategic transformation in the
personal injury market from a marketing business to a full legal
services provider is yielding positive results. The critical care
division continues to grow on an organic basis and underpins the
strong performance of the overall business.
Stobart Group plc
Stobart Group is a leading UK infrastructure and support service
company that operates in aviation, energy and rail and civil
engineering markets. It is the operator of London Southend Airport
and Stobart Air provides passenger flights under license from Aer
Lingus and FlyBe. The Energy division supplies biomass plants in
the UK with waste wood and other waste fuels while the rail
division targets infrastructure companies such as National Rail.
The company has a 12.5% interest in Eddie Stobart Logistics (ESL
LN) which has been subject to takeover speculation from third
parties.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Half-Yearly
Financial Report in accordance with applicable Guernsey law and
regulations.
The Directors confirm to the best of their knowledge that:
-- the condensed financial statements contained within the
Half-Yearly Financial Report have been prepared in accordance with
IAS 34 "Interim Financial Reporting" and provides a fair, balanced
and understandable view of the affairs of the Company as at 30
September 2019, as required by the Financial Conduct Authority
("FCA") through the Disclosure Guidance and Transparency Rule
("DTR") 4.2.4R; and
-- the Chairman's Statement, the Investment Adviser's Report,
the Executive Summary and the notes to the condensed financial
statements include a fair view of the information required by:
1. DTR 4.2.7R, being an indication of important events that have
occurred during the six months ended 30 September 2019 and their
impact on the condensed financial statements; and a description of
the principal risks and uncertainties for the remaining six months
of the year; and
2. DTR 4.2.8R, being related party transactions that have taken
place during the six months ended 30 September 2019 and that have
materially affected the financial position or performance of the
Company during that period; and any changes in the related party
transactions from the annual report that could have a material
impact on the financial position or financial performance of the
Company in the first six months of the current financial year.
By order of the Board
Walid Chatila Rupert Evans
Director Director
12 December 2019 12 December 2019
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 September 2019
Six months ended Six months ended
30 September 2019 30 September 2018
(Unaudited) (Unaudited)
Notes GBP GBP
------------------------------------------------------ ------ ------------------- -------------------
Income
Dividends 955,376 407,402
------------------- -------------------
Net realised (losses)/gains on investments (616,682) 549,812
Unrealised gains on revaluation of investments 12,721,697 7,119,604
Net losses on foreign currency translation (22) (5,219)
------------------------------------------------------ ------
Total income 13,060,369 8,071,599
------------------------------------------------------ ------ ------------------- -------------------
Expenses
Investment manager and adviser's fees 3 748,732 701,118
Transaction costs 26,340 39,480
Directors' fees and expenses 7 79,003 94,634
Audit fees 28,468 25,069
Administration fees 6 62,212 58,653
Legal and professional fees 32,553 34,564
Registrar and transfer agent fees 10,248 11,925
Custodian fees 5 16,612 15,781
Insurance fees 2,819 2,564
Regulatory fees 7,709 2,374
Printing fees 27,055 15,174
Interest and similar expense - 74
Other expenses 28,185 9,191
------------------------------------------------------ ------ ------------------- -------------------
Total expenses 1,069,936 1,010,601
------------------------------------------------------ ------ ------------------- -------------------
Total profit for the period before taxation 11,990,433 7,060,998
------------------------------------------------------ ------ ------------------- -------------------
Withholding tax on dividends (10,737) (11,379)
------------------- -------------------
Profit and total comprehensive income for the period 11,979,696 7,049,619
------------------------------------------------------ ------ ------------------- -------------------
Earnings per Ordinary Share - basic and diluted 11 0.84 0.50
------------------------------------------------------ ------ ------------------- -------------------
The Company has no items of other comprehensive income, and
therefore the profit for the period is also the total comprehensive
income.
All items in the above statement are derived from continuing
operations. No operations were acquired or discontinued during the
period.
The accompanying notes form an integral part of these condensed
financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
as at 30 September 2019
30 September 2019 31 March 2019
Notes (Unaudited) (Audited)
GBP GBP
-------------------------------------------------------------------- -------- ------------------ ---------------
Non-current assets
Listed investments at fair value through profit or loss (Cost -
GBP104,842,138 (31 March 2019
- GBP99,771,365)) 8 134,144,627 116,042,185
Unlisted investments at fair value through profit or loss (Cost -
GBP12,405,701 (31 March
2019 - GBP12,405,701)) 8 9,293,013 9,602,986
--------------------------------------------------------------------- -------- ------------------ ---------------
143,437,640 125,645,171
-------------------------------------------------------------------- -------- ------------------ ---------------
Current assets
Cash and cash equivalents 2,117,474 7,934,548
Dividends and interest receivable 255,370 210,500
Other receivables and prepayments 100,071 16,633
--------------------------------------------------------------------- -------- ------------------ ---------------
Total current assets 2,472,915 8,161,681
--------------------------------------------------------------------- -------- ------------------ ---------------
Total assets 145,910,555 133,806,852
--------------------------------------------------------------------- -------- ------------------ ---------------
Current liabilities
Other payables and accrued expenses 376,430 370,787
Amounts due to brokers 228,531 110,167
--------------------------------------------------------------------- --------
Total current liabilities 604,961 480,954
--------------------------------------------------------------------- -------- ------------------ ---------------
Net assets 145,305,594 133,325,898
--------------------------------------------------------------------- -------- ------------------ ---------------
Shareholders' equity
Share capital 9 49,789,346 49,789,346
Capital redemption reserve 1,246,500 1,246,500
Other reserves 94,269,748 82,290,052
--------------------------------------------------------------------- -------- ------------------ ---------------
Total shareholders' equity 145,305,594 133,325,898
--------------------------------------------------------------------- -------- ------------------ ---------------
Net Asset Value per Ordinary Share - basic and diluted
10,12 GBP10.24 GBP9.39
--------------------------------------------------------------------- -------- ------------------ ---------------
The condensed financial statements were approved by the Board of
Directors on 12 December 2019 and are signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
for the six months ended 30 September 2019 (Unaudited)
Capital
redemption
Share Capital reserve Other reserves Total
GBP GBP GBP GBP
---------------------------- -------------- ------------ --------------- ------------
Balance at 1 April 2019 49,789,346 1,246,500 82,290,052 133,325,898
----------------------------- -------------- ------------ --------------- ------------
Total comprehensive income
for the period - - 11,979,696 11,979,696
----------------------------- -------------- ------------ --------------- ------------
Balance at 30 September
2019 49,789,346 1,246,500 94,269,748 145,305,594
----------------------------- -------------- ------------ --------------- ------------
for the six months ended 30 September 2018 (Unaudited)
Capital
redemption
Share Capital reserve Other reserves Total
GBP GBP GBP GBP
---------------------------- -------------- ------------ --------------- ------------
Balance at 1 April 2018 49,789,346 1,246,500 74,205,667 125,241,513
----------------------------- -------------- ------------ --------------- ------------
Total comprehensive income
for the period - - 7,049,619 7,049,619
----------------------------- -------------- ------------ --------------- ------------
Balance at 30 September
2018 49,789,346 1,246,500 81,255,286 132,291,132
----------------------------- -------------- ------------ --------------- ------------
CONDENSED STATEMENT OF CASH FLOWS
for the six months ended 30 September 2019
Six months ended 30 September 2019 Six months ended 30 September 2018
GBP GBP
(Unaudited) (Unaudited)
----------------------------------------- ----------------------------------- -----------------------------------
Cash flow from operating activities
Profit for the period 11,979,696 7,049,619
Net realised losses/(gains) on
investments 616,682 (549,812)
Unrealised gains on revaluation of
investments (12,721,697) (7,119,604)
Net losses on foreign currency
translation 22 5,219
(Increase)/decrease in dividends and
interest receivable (44,870) 112,640
Increase in other receivables and
prepayments (83,438) (2,164)
Decrease in amounts due from brokers - (124,063)
Increase/(decrease) other payables and
accrued expenses 5,643 (21,363)
Increase/(decrease) in amounts due to
brokers 118,364 (651,783)
Purchase of investments (13,188,427) (20,006,990)
Sale of investments 7,500,973 8,046,860
Net cash outflow from operating
activities (5,817,052) (13,261,441)
------------------------------------------ ----------------------------------- -----------------------------------
Net decrease in cash and cash equivalents
in the period (5,817,052) (13,261,441)
------------------------------------------ ----------------------------------- -----------------------------------
Cash and cash equivalents at the
beginning of the period 7,934,548 18,736,273
Effect of exchange rate fluctuations on
cash and cash equivalents (22) (5,219)
Cash and cash equivalents at the end of
period 2,117,474 5,469,613
------------------------------------------ ----------------------------------- -----------------------------------
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
1. General information
The Company was registered in Guernsey on 2 December 1994 and
commenced activities on 3 March 1995. The Company was listed on the
London Stock Exchange on 3 March 1995.
The Company is a Guernsey Authorised Closed-Ended Investment
Scheme and is subject to the Authorised Closed-Ended Investment
Scheme Rules 2008.
The investment activities of the Company are managed by the
Investment Manager and the administration of the Company is
delegated to BNP Paribas Securities Services S.C.A., Guernsey
Branch (the "Administrator").
Legislation in Guernsey governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
2. Accounting policies
The Annual Report and Financial Statements (the "Annual Report")
are prepared in accordance with International Financial Reporting
Standards ("IFRS") as adopted by the European Union which comprise
standards and interpretations approved by the International
Accounting Standards Board, and International Accounting Standards
and Standing Interpretations Committee as approved by the
International Accounting Standards Committee which remain in
effect. The Half-Yearly Financial Report has been prepared in
accordance with International Accounting Standards IAS 34 "Interim
Financial Reporting". The accounting policies adopted are
consistent with those of the previous financial year and
corresponding interim period, except for the adoption of new and
amended standards as set out below.
The Company applies for the first time IFRS 16 - Leases which
became effective on 1 January 2019. As the Company does not
participate in leasing arrangements as at 30 September 2019, the
application of IFRS 16 - Leases does not have an impact on the
Company's condensed financial statements.
Several other amendments and interpretations apply for the first
time in 2019, but these do not have an impact on the condensed
financial statements.
2.1 Going Concern
The Half-Yearly Financial Report has been prepared under a going
concern basis. After analysing the following, the Directors believe
that it is appropriate to adopt the going concern basis in
preparing these financial statements:
-- Working capital - As at 30 September 2019, there was a
working capital surplus of GBP1,867,954. The Directors noted that
as at 30 September 2019 (i) the profit and total comprehensive
income for the period from 1 April 2019 to 30 September 2019 was
GBP11,979,696 and (ii) the Company had no borrowings, as such it
has sufficient capital in hand to cover all expenses (which mainly
consist of investment manager and investment advisory fees,
directors' fees and expenses, administration fees and legal and
professional fees) and to meet all of its obligations as they fall
due.
-- Closed-ended Company --- The Company has been authorised by
the Guernsey Financial Services Commission as an Authorised
Closed-ended Collective Investment Scheme, as such there cannot be
any shareholder redemptions, and therefore no cash flows out of the
Company in this respect.
-- Investments - The Company has a tradable portfolio, as 94% of
the investments are listed and can therefore be readily sold for
cash.
The special resolution outlined in Article 51 of the Articles of
Incorporation was not passed at the AGM on 28 August 2019. Hence,
the Company will continue its operations until the 2020 AGM when
the special resolution outlined in Article 51 will be proposed to
the shareholders again, where the Board will recommend that
shareholders vote against this resolution. Although the outcome of
such a vote remains uncertain, having assessed the principal risks
to the business and investment model, the Directors' current view
is that the shareholders will vote against the resolution.
2.2 Use of judgements and estimates
In preparing these condensed financial statements, management
has made judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets and liabilities, income and expenses. Actual results may
differ from these estimates.
The significant judgements made by management in applying the
Company's accounting policies and the key sources of estimation
uncertainty were the same as those applied to the Annual Report and
Financial Statements for the year ended 31 March 2019.
2.3 Segment reporting
The Directors view the operations of the Company as one
operating segment, being the investment business. All significant
operating decisions are based upon analysis of the Company's
investments as one segment. The financial results from this segment
are equivalent to the financial results of the Company as a whole,
which are evaluated regularly by the chief operating decision-maker
(the Board with insight from the Investment Manager).
2.4 Financial instruments
Financial Assets
Classification
All investments of the Company are designated as financial
assets at fair value through profit or loss. The investments are
purchased mainly for their capital growth and the portfolio is
managed, and performance evaluated, on a fair value basis in
accordance with the Company's documented investment strategy,
therefore the Directors consider that this is the most appropriate
classification.
Initial recognition
Financial assets are measured initially at fair value being the
transaction price. Subsequent to initial recognition on trade date,
all assets classified as fair value through profit or loss are
measured at fair value with changes in their fair value recognised
in profit or loss in the Statement of Comprehensive Income.
Transaction costs are separately disclosed in profit or loss in the
Statement of Comprehensive Income.
Fair value measurement principles
Listed investments have been valued at the bid market price
ruling at the reporting date. In the absence of the bid market
price, the closing price has been taken, or, in either case, if the
market is closed on the financial reporting date, the bid market or
closing price on the preceding business day.
Fair value of unlisted investments is derived in accordance with
the International Private Equity and Venture Capital (IPEV)
valuation guidelines. Their valuation includes all factors that
market participants would consider in setting a price. The primary
valuation techniques employed to value the unlisted investments are
earnings multiples and the net asset basis. Cost is considered
appropriate for early stage investments. The relevance of this
methodology can be eroded over time and in these cases the carrying
values will be adjusted to reflect fair value.
For certain of the Company's financial instruments, including
cash and cash equivalents, dividends and interest receivable and
amounts due from brokers, the carrying amounts approximate fair
value due to their immediate or short-term maturity.
De-recognition
De-recognition of financial assets occurs when the rights to
receive cash flows from financial instruments expire or are
transferred and substantially all of the risks and rewards of
ownership have been transferred.
Financial liabilities
Amounts due to brokers represent payables for investments that
have been contracted for but not yet settled or delivered at the
year end. Financial liabilities include other payables and accrued
expenses and amounts due to brokers which are held at amortised
cost using the effective interest rate method.
Financial liabilities are recognised initially at fair value,
net of transaction costs incurred and are subsequently carried at
amortised cost using the effective interest rate method. Financial
liabilities are derecognised when the obligation specified in the
contract is discharged, cancelled or expires.
3. Investment manager and adviser's fees
In line with the Alternative Investment Fund Management
Agreement, dated 22 July 2014, the Investment Manager and
Investment Adviser, is entitled to an annual fee of 1.25% on the
first GBP15 million of the Net Asset Value of the Company, and 1%
of any excess, payable monthly in arrears. The agreement can be
terminated giving 12 months' notice or immediately should the
Investment Manager be placed into receivership or liquidation. The
Investment Manager is entitled to all the fees accrued and due up
to the date of such termination but is not entitled to compensation
in respect of any termination. Investment Manager and Investment
Adviser fees payable as at 30 September 2019: GBP250,539 (31 March
2019: GBP226,351).
Refer to note 14 for detail of the restatement and amendment of
the Alternative Investment Fund Management Agreement with effect
from 1 October 2019.
4. Supplementary management fee
The Investment Manager agreed to waive its right to exercise
management options to subscribe for Ordinary Shares in exchange for
a discretionary bonus ("supplementary management fee").
As at approval of these condensed financial statements, no
recommendation was made in respect of the 2019 supplementary
management fee. The supplementary management fee is paid annually
in arrears.
Refer to note 14 for detail of the restatement and amendment of
the Alternative Investment Fund Management Agreement with effect
from 1 October 2019.
5. Custodian fees
BNP Paribas Securities Services S.C.A., Guernsey Branch was
appointed as custodian on 1 April 2007 and is entitled to an annual
safekeeping fee based upon the value of investments held plus
transactions fees, subject to a minimum of GBP4,000 per annum.
Custodian fee payable as at 30 September 2019: GBP8,818 (31 March
2019: GBP4,774). This amount is included in other payables and
accrued expenses.
6. Administration fees
The Administrator was appointed on 1 April 2007 and is entitled
to an annual fee at a rate of 0.125% on the first GBP20 million,
0.10% on the next GBP20 million and 0.075% of any excess of the
Total Assets, subject to a minimum of GBP50,000 per annum.
Administration fee payable as at 30 September 2019: GBP21,463 (31
March 2019: GBP18,617). This amount is included in other payables
and accrued expenses.
7. Directors' fees, expenses and interests
With the exception of the Chairman and Audit Committee Chairman,
who are entitled to a fee of GBP27,500 and GBP25,000 per annum
respectively, each Director is entitled to GBP20,000 per annum from
the Company. In addition, all Directors are entitled to
reimbursement of travel, hotel and other expenses incurred by them
in course of their duties relating to the Company.
The Company has no employees other than the Directors.
Directors' fees payable as at 30 September 2019 were GBP38,972 (31
March 2019: GBP38,125). This amount is included in other payables
and accrued expenses.
As at the date of approval of these condensed financial
statements, Christopher Mills and John Grace held Ordinary Shares
in the Company. No other Director holds shares in the Company.
No pension contributions were payable in respect of any of the
Directors (31 March 2019: GBPnil).
8. Investments at fair value through profit or loss
30 September 31 March 2019
2019
(Unaudited) (Audited)
GBP GBP
-------------------------------------------- ------------- --------------
Cost at beginning of period/year 112,177,066 94,414,272
Additions 13,188,427 38,400,059
Disposals (7,500,973) (27,549,515)
Net realised (losses)/gains on investments (616,682) 6,912,250
-------------------------------------------- ------------- --------------
Cost at end of period/year 117,247,838 112,177,066
Net unrealised gains on investments 26,189,802 13,468,105
-------------------------------------------- ------------- --------------
Fair value at end of the period/year 143,437,640 125,645,171
-------------------------------------------- ------------- --------------
Representing:
30 September 31 March 2019
2019
(Unaudited) (Audited)
GBP GBP
------------------- ------------- --------------
Listed equities 134,144,627 116,042,185
Unlisted equities 9,293,013 9,602,986
------------------- ------------- --------------
143,437,640 125,645,171
------------------- ------------- --------------
Investments are predominantly comprised of equity and
equity-related investments in small and mid-sized quoted and
unquoted companies in the United Kingdom and United States.
Fair value hierarchy
Fair value measurement should be determined based on assumptions
that market participants would use in pricing an asset or
liability. As a basis for considering market participant
assumptions, IFRS 13 Fair Value measurement, establishes a fair
value hierarchy that gives the highest priority to unadjusted
quoted prices in active markets (Level 1) and lowest priority to
unobservable inputs (Level 3). The three levels of the value
hierarchy are as follows.
Level 1: Inputs that reflect unadjusted quoted prices in active
markets for identical assets or liabilities that the Company has
the ability to access at the measurement date;
Level 2: Inputs reflect quoted prices of similar assets and
liabilities in active markets and quoted prices of identical assets
and liabilities in markets that are considered to be inactive, as
well as inputs other than quoted prices within level 1 that are
observable for the asset or liability either directly or
indirectly; and
Level 3: Inputs that are unobservable for the asset or liability
and reflect the Investment Manager's own assumptions in accordance
with the accounting policies disclosed within note 2 to the
financial statements.
30 September 2019 Level 1 Level 2 Level 3 Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
GBP GBP GBP GBP
-------------------------- ------------ ------------ ------------ ------------
Financial assets at fair
value
through profit or loss
Listed securities 126,037,127 8,107,500 - 134,144,627
Unlisted securities - - 9,293,013 9,293,013
-------------------------- ------------ ------------ ------------ ------------
126,037,127 8,107,500 9,293,013 143,437,640
-------------------------- ------------ ------------ ------------ ------------
31 March
2019 Level 1 Level 2 Level 3 Total
(Audited) (Audited) (Audited) (Audited)
GBP GBP GBP GBP
------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
Financial
Assets at
fair
value
through
profit or
loss
Listed
securities 107,412,185 8,630,000 - 116,042,185
Unlisted
securities - - 9,602,986 9,602,986
------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
107,412,185 8,630,000 9,602,986 125,645,171
------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
The following table summarises the changes in fair value of the
Company's Level 3 investments.
30 31 March
September 2019
2019
(Unaudited) (Audited)
GBP GBP
--------------- ------------------------------------------------------------------------- -----------------------------------------------------------------------
Opening
balance 9,602,986 5,048,764
Net realised
losses on
investments - (228,908)
Unrealised
losses on
investments (309,973) (23,021)
Purchase of
investments - 1,294,600
Transfers from
level 1 into
level
3 - 3,511,551
---------------
Closing
balance 9,293,013 9,602,986
--------------- ------------------------------------------------------------------------- -----------------------------------------------------------------------
Change in
unrealised
losses on
investments
included in
Condensed
Statement of
Comprehensive
Income for
Level 3
investments
held (309,973) (23,021)
--------------- ------------------------------------------------------------------------- -----------------------------------------------------------------------
During the period ended 30 September 2019, there were no
transfers between the three levels of the fair value hierarchy (31
March 2019: One transfer from level 1 to level 3 resulting from the
investee company's listing being suspended).
Transfers between levels are determined based on changes to the
significant inputs used in the fair value estimation. The Directors
have selected an accounting policy to apply transfers between
levels in the fair value hierarchy at the beginning of the relevant
reporting period.
Quantitative information of significant unobservable inputs -
Level 3
The table below sets out information about significant
unobservable inputs used at 30 September 2019 and 31 March 2019 in
measuring financial instruments categorised as Level 3 in the fair
value hierarchy.
Fair Value at
30 September
2019
Sensitivity to changes
Unobservable in significant unobservable
Valuation Method (GBP) inputs Factor inputs
The estimated fair value
would increase if:
Comparable Earnings (EBITDA) - the Earnings (EBITDA)
Company Multiples 1,360,046 multiple 16x multiple was increased
--------------------- -------------- -------------------- ------- -----------------------------
The estimated fair value
would increase if:
Comparable Earnings (EBITDA) - the Earnings (EBITDA)
Company Multiples 2,701,334 multiple 8.5x multiple was increased
--------------------- -------------- -------------------- ------- -----------------------------
Fair Value Sensitivity to changes
at 31 March Unobservable in significant unobservable
Valuation Method 2019 (GBP) inputs Factor inputs
--------------------- ------------- ------------- -------- -----------------------------
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 1,332,459 multiple 15.1x multiple was increased
--------------------- ------------- ------------- -------- -----------------------------
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 3,499,800 multiple 7.5x multiple was increased
--------------------- ------------- ------------- -------- -----------------------------
The remaining investments classified as Level 3 have not been
included in the above analysis as they have either a fair value
that either approximates a recent transaction price or is cash held
in escrow pending the outcome of certain post sale conditions (i.e.
warranties).
Although the Company believes that its estimates of fair value
are appropriate, the use of different methodologies or assumptions
could lead to different measurements of fair value. For fair value
measurements in Level 3, changing one or more of the assumptions
used to reasonably possible alternative assumptions would have the
following effects on the net assets attributable to the
shareholders.
Sensitivity analysis to significant changes in unobservable
inputs within Level 3 hierarchy
As at 30 September 2019
Valuation Method Input Sensitivity used GBP
-------------------- ------------------- -------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/-10% (17.6/14.4) 155,725/(176,488)
-------------------- ------------------- -------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/-10% (9.5/7.7) 279,563/(279,563)
-------------------- ------------------- -------------------- ------------------
As at 31 March 2019
Valuation Method Input Sensitivity used GBP
-------------------- ------------------- -------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/-10% (16.1/15.1) 117,758/(98,384)
-------------------- ------------------- -------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/-10% (8.3/6.8) 387,267/(387,267)
-------------------- ------------------- -------------------- ------------------
A sensitivity of 10% has been considered appropriate given the
earnings (EBITDA) multiple for comparable company multiples lies
within this range.
Please refer to note 2.4 for valuation methodology of financial
assets at fair value through profit or loss.
9. Share Capital
Authorised share capital
Number of
Shares GBP
Authorised:
----------------------- ----------- -----------
Ordinary shares of 50
pence each 90,000,000 45,000,000
------------------------- ----------- -----------
Ordinary Shares Issued - 1 April 2019 to 30 September 2019
Ordinary Shares of 50 pence Number of Share capital
each Shares GBP
At 1 April 2019 14,192,125 49,789,346
----------- --------------
At 30 September 2019 14,192,125 49,789,346
----------- --------------
Ordinary Shares Issued - 1 April 2018 to 31 March 2019
Ordinary Shares of 50 pence Number of Share capital
each Shares GBP
At 1 April 2018 14,192,125 49,789,346
At 31 March 2019 14,192,125 49,789,346
----------- --------------
Rights attributable to Ordinary Shares
In a winding-up, the holders of Ordinary Shares are entitled to
the repayment of the nominal amount paid up on their shares. In
addition, they have the right to receive surplus assets available
for distribution. The shares confer the right to dividends, and at
general meetings, on a poll, confer the right to one vote in
respect of each Ordinary Share held.
Share buybacks
In accordance with section 315 of The Companies (Guernsey) Law
2008, (as amended) (the "Law"), the Company has been granted
authority to make one or more market acquisitions (as defined in
section 316 of the Law, of Ordinary Shares of 50 pence each in the
capital of the Company ("Ordinary Shares") on such terms and in
such manner as the Directors of the Company may from time to time
determine, provided that:
a) the maximum aggregate number of Ordinary Shares authorised to
be acquired does not exceed 10% of the issued Ordinary Share
capital of the Company on the date the shareholders' resolution is
passed;
b) the minimum price (exclusive of expenses) payable by the
Company for each Ordinary Share is 50 pence and the maximum price
payable by the Company for each Ordinary Share is an amount equal
to 105% of the average of the middle market quotations for an
Ordinary Share as derived from The London Stock Exchange Daily
Official List for the five business days immediately preceding the
day on which that Ordinary Share is purchased and that stipulated
by Article 5(1) of the Buy-back and Stabilisation Regulation being
the higher of the price of the last independent trade and the
highest current independent bid available in the market;
c) subject to paragraph (d), this authority shall expire (unless
previously renewed or revoked) at the earlier of the conclusion of
the next annual general meeting of the Company or on the date which
is 18 months from the date of the previous shareholders'
resolution;
d) notwithstanding paragraph (c), the Company may make a
contract to purchase Ordinary Shares under the authority from the
shareholders' before its expiry which will or may be executed
wholly or partly after the expiry of the authority and may make a
purchase of Ordinary Shares in pursuance of any such contract after
such expiry; and
e) the price payable for any Ordinary Shares so purchased may be
paid by the Company to the fullest extent permitted by the
Companies Law.
A renewal of the authority to make purchases of the Company's
own Ordinary Shares will be sought from existing shareholders at
each annual general meeting of the Company.
Between 1 April 2019 to 30 September 2019 and 1 April 2018 to 30
September 2018, the Company did not carry out any share
buybacks.
10. Reconciliation of the net asset value to the published net
asset value
30 September 2019 31 March 2019
GBP GBP per GBP GBP per
share share
------------------------------- ------------ -------- ------------ --------
Published net asset value 146,898,469 10.35 135,880,966 9.57
Adjustment due to revaluation
of investments at bid price (1,592,875) (0.11) (2,546,871) (0.18)
Adjustment - accrued expenses - - (8,197) (0.00)
------------------------------- ------------ -------- ------------ --------
Net asset value attributable
to shareholders 145,305,594 10.24 133,325,898 9.39
------------------------------- ------------ -------- ------------ --------
11. Basic and diluted earnings per Ordinary Share
Six months ended Six months ended
30 September 30 September
2019 2018
(Unaudited) (Unaudited)
GBP GBP
----------------- ---------- -------------------- ----------------- -----------------
Total comprehensive income for the
period 11,979,696 7,049,619
Weighted average number of shares during
the period 14,192,125 14,192,125
Basic and diluted earnings
per share 0.84 0.50
12. Net Asset Value per Ordinary Share
30 September 2019 31 March 2019
(Unaudited) (Audited)
GBP GBP
------------------------------ ---- --- --- ------------------ ------------------
Net asset value 145,305,594 133,325,898
Number of shares at period/year
end 14,192,125 14,192,125
Net asset value per share 10.24 9.39
13. Related Parties
All transactions with related parties are carried out at arm's
length and the prices reflect the prevailing fair market value of
the assets on the date of the transaction.
The Investment Manager and Investment Adviser are considered to
be a related party. The fees paid are included in the Condensed
Statement of Comprehensive Income and further detailed in notes 3
and 4.
The Directors are also considered to be related parties and
their fees are disclosed in the Condensed Statement of
Comprehensive Income. At 30 September 2019, GBP38,972 (31 March
2019: GBP38,125) included in other payables and accrued expenses
was payable to the Directors.
Christopher Mills is a Director and shareholder of Oryx
International Growth Fund Limited. He is also a Partner and the
Chief Executive of Harwood Capital LLP, the Company's Investment
Manager and Investment Adviser and Chief Investment Officer of
North Atlantic Smaller Companies Investment Trust plc "NASCIT",
which is a substantial shareholder of the Company.
Rupert Evans is a consultant to the law firm Mourant Ozannes,
the legal adviser to the Company. The Company neither paid fees to
Mourant Ozannes during the period nor had any dues outstanding at
the Condensed Statement of Financial Position date (31 March 2019:
GBPnil).
As at 30 September 2019, the Company held 2,500,000 (31 March
2019: 2,500,000) shares in Harwood Wealth Management Group valued
at GBP3,125,000 (31 March 2019: GBP3,250,000). The Company
considers Harwood Wealth Management Group a related party as Mr
Christopher Mills, a non-executive director of Harwood Wealth
Management Group, is also a member of key management personnel of
the Company.
Sidney Cabessa is a director of Harwood Capital Management
Limited, the parent company of Harwood Capital LLP. No fees were
paid or are payable to Harwood Capital Management Limited.
Christopher Mills and John Grace hold Ordinary Shares in the
Company.
14. Subsequent events
On 1 October 2019, the Alternative Investment Fund Management
Agreement, dated 22 July 2014, was restated and amended. The
Alternative Investment Fund Management Restated and Amended
Agreement (the "Restated Agreement"), dated 1 October 2019,
appointed Harwood Capital Management (Gibraltar) Limited as the
Company Investment Manager and Adviser, replacing Harwood Capital
LLP with effect from 1 October 2019. Under the Restated Agreement,
no changes were made to the management fee and supplementary
management fee as detailed in notes 3 and 4 respectively.
COMPANY INFORMATION
Registered Office
BNP Paribas House,
St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Investment Manager and Investment Adviser
(Resigned 1 October 2019)
Harwood Capital LLP
6 Stratton Street, Mayfair, London, W1J 8LD
Investment Manager and Investment Adviser
(Effective 1 October 2019)
Harwood Capital Management (Gibraltar) Limited
Suite 827 Europort, Europort Road, Gibraltar
Custodian
BNP Paribas Securities Services S.C.A., Guernsey Branch
BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, Channel Islands, GY1 1WA
Secretary and Administrator
BNP Paribas Securities Services S.C.A., Guernsey Branch
BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, Channel Islands, GY1 1WA
Registrars
Link Market Services (Guernsey) Limited
PO Box 627, St Sampson, Guernsey, GY1 4PP
Stockbroker
Winterflood Securities Limited
The Atrium Building, Cannon Bridge House
25 Dowgate Hill, London, EC4R 2GA
Independent Auditors
KPMG Channel Islands Limited
Glategny Court, Glategny Esplanade, St Peter Port, Guernsey, GY1
1WR
Legal Advisers
To the Company as to Guernsey
law:
Mourant Ozannes
1, Le Marchant Street, St
Peter Port,
Guernsey, Channel Islands,
GY1 4HP
To the Company as to English
law:
Bircham Dyson Bell
50 Broadway
London, SW1H 0BL
Website
www.oryxinternationalgrowthfund.co.uk
Enquiries:
Jasper Cross
BNP Paribas Securities Services SCA, Guernsey Branch
Tel: 01481 750859
A copy of the Company's Half Yearly Financial Report will be
available shortly from the Company Secretary, BNP Paribas
Securities Services S.C.A., Guernsey Branch at BNP Paribas House,
St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA, or on the
Company's website (www.oryxinternationalgrowthfund.co.uk).
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR BLBDDDBBBGCD
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