RNS Number : 3765Z
Oryx International Growth Fund Ld
18 July 2008
ORYX INTERNATIONAL GROWTH FUND LIMITED
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2008
CHAIRMAN*S STATEMENT
As you will see from the report of the Investment Manager, the second half of the year saw some substantial falls in shares prices,
particularly in the smaller company sector. This did not seem to discriminate between the good and the bad. The consequence was a fall in
the Net Asset Value by 23% which was marginally better than the comparable index which fell by 24%.
The investment policy pursued by your Company is to invest in companies where our Investment Adviser, Christopher Mills of North Atlantic,
can see an opportunity to enhance value by active management. While it would be foolhardy to make any kind of prediction in the current
market, it is interesting to note his comment that 25% of the portfolio is subject to some kind of corporate action. We would therefore hope
to see a better result emerging as these actions begin to flow into the share prices of the companies concerned. We can also draw some
considerable comfort from the fact that, even in these difficult markets, where transactions have taken place, they have been done at prices
that have shown good returns to your Company.
In line with our stated policy, your Board do not propose paying a dividend. However, we will be seeking a Rule 9 whitewash at the AGM so
that we can continue with our policy of buying back shares when discounts allow. We will also be seeking to reduce the number of
shareholders on the register who, through legacy holdings in Baltimore hold a tiny number, by proposing a 100 for 1 consolidation followed
immediately by a sub-division. This will reduce administrative costs to the benefit of the remaining shareholders.
We continue to believe that the investment policy pursued by the Company will prove resilient in the medium term but until the current
uncertainty ends, the short term future is difficult to predict.
Nigel Cayzer
Chairman
18 July 2008
INVESTMENT ADVISER*S REPORT
During the twelve month period under review the Net Asset Value of the fund fell by 23%. This compares with a fall in the FTSE Small Cap
Index of 24% over the same period.
Results for the period amounted to a loss of �18,251,555 (2007: gain of �5,750,614). Consistent with past practice no dividend has been
declared.
The debt led boom in the British economy came to a shuddering halt in the fourth quarter of 2007, with the collapse of Northern Rock. This
in turn resulted in a crisis of confidence in the whole banking system leading to a liquidity crisis which is paralysing the economy. Higher
energy and food prices have seen a resurgence in inflation, squeezed disposable income which in turn has led to falling house prices, the
lowest level of new housing starts since 1948 and falling retail sales. Although interest rates have been reduced there is little scope for
further reductions due to rising inflation. Consequently it is almost certain that the economy will weaken further over the next few
months.
The quoted portfolio suffered despite its lack of exposure to Bank and Property companies which have led the market down. Particularly
disappointing was BBA Aviation, which was downrated despite meeting profit targets and Georgica and Inspired Gaming which both fell
following failed takeover offers. Cardpoint, which is now known as Payzone, was also disappointing following its merger with Alphyra.
The unquoted portfolio however performed well. Carwash and Primesco were taken over while DM Technical Services went public at a substantial
uplift. Motherwell Bridge was written up following excellent results (and following the year end, was recently sold at an even higher
price).
Outlook
Markets are likely to remain extremely difficult in the current year as the economy continues to deteriorate. However, approximately 25% of
the portfolio is either in discussions to be acquired or has announced a strategic review. In addition the Company had, at the end of June,
approximately 8% of its assets in cash. It is therefore expected that the Company will resume its growth in Net Asset Value over the coming
year.
North Atlantic Value LLP
18 July 2008
TEN LARGEST EQUITY HOLDINGS
as at 31 March 2008
Telecom plus plc - Cost �3,131,582 (1,900,000 shares)
The Company is the UK*s leading bill aggregate for the utility industry offering its clients all of the major utilities through a simple
monthly payment. The Company has substantial cash balances and no debt. Telecom plus plc is engaged in the supply of fixed and mobile
telephony, gas, electricity and internet services to residential and small business customers, who are acquired through a network of
independent distributors. The Company is organised into two operating divisions: Customer Management and Customer Acquisition. During the
fiscal year ended 31 March 2008, the Company supplied a total of 591,981 services and reported an increase in profits of 39% to
�11.95million. The Company also owns 100% of Telecommunications Management Limited (TML). TML is involved in the supply of fixed wire and
mobile telecommunications services to business and public sector customers.
Market value �4,693,000 representing 7.41% of Net Asset Value.
Gleeson (MJ) Group plc - Cost �4,779,136 (1,400,000 shares)
Gleeson (MJ) Group plc is a construction operations company. The Group builds houses and private purchases housing associations and local
authorities, in addition to providing electrical / mechanical engineering contracting, property investment, and residential and commercial
development services.
The Company has recently announced a number of measures it intends to take to protect shareholder*s interests in the current difficult
climate for house builders. This will focus on the reduction of operational costs and generation of additional cash to further strengthen
its balance sheet.
Market value �3,290,000 representing 5.20% of Net Asset Value.
AssetCo plc - Cost �2,710,774 (1,590,000 shares)
AssetCo is a leading provider of total managed services to UK fire and rescue authorities. The Company designs, builds and converts
specialist vehicles and equipment for emergency and mission critical service clients. AssetCo employ around 500 people in 8 locations.
The business is organised into two distinct operating divisions:
The Emergency Service Division brings together the combination of operational management expertise and strength of Vehicles and Equipment
within the emergency services supply chain to deliver a range of fully managed services. The Emergency Equipment Division was established to
ensure that clients have access to an extensive range of specialist vehicles and equipment all from under one roof.
The Company has released a strong set of results for the year ended 31 March 2008 with EPS up by 80%. The Chairman also stated that trading
in the first two months of the new financial year is in line with the Board's expectations.
Market Value �2,782,500 representing 4.40% of Net Asset Value.
Georgica PLC - Cost �4,683,710 (6,000,000 shares)
Georgica is the UK*s largest operator of ten pin bowling alleys and operates under the Tenpin brand name. Georgica is well funded and
profitable and we believe the fall is overdone and the Company represents very compelling value. The Board has announced it is in
preliminary talks which may or may not lead to an offer being made for the Company. We await a further announcement in due course.
Market value �2,505,000 representing 3.96% of Net Asset Value.
BBA Aviation plc - Cost �4,262,785 (1,650,000 shares)
BBA Aviation serves two primary markets * Flight Support and Aftermarket Services and Systems. Flight Support services include refuelling,
cargo handling, ground handling and other services to the business and commercial aviation market. Aftermarket Services and Systems
activities include overhaul of jet engines, supply of aircraft parts, design, manufacture and overhaul of landing gear, aircraft hydraulics
and other aircraft equipment. These are attractive niches in a $250 billion market with clear barriers to entry, where BBA has leading
positions, well-known and reputable brands and a proven track record of organic and acquisition-led growth.
Market value �2,479,125 representing 3.92% on Net Asset Value.
Bavaria Industriekapital AG - Cost �2,431,238 (270,000 shares)
Bavaria Industriekap AG is an industrial holding company with more than 3,000 employees. The Company invests in European businesses that
match one or more of the following criteria:
i) Industrial manufacturing or services businesses with a minimum turnover of EUR 50 million;
ii) Strong market position with a good reputation and stable customer base; and or
iii) Special situations / businesses in a state of upheaval (e.g. change in management or strategy required, unresolved succession
issues, low profitability).
They usually acquire the majority of the equity in the portfolio companies and actively manage investments to increase the return on
investment and to ensure the long-term success of the business. On the back of strong results and a strong balance sheet the Company has
paid a special dividend to shareholders in the form of a return of capital in the amount of EUR3.00 per share compared to the
pre-announcement share price of EUR12.00 per share.
Market value �2,389,508 representing 3.77% of Net Asset Value.
Castle Support Services plc - Cost �1,069,173 (3,118,175 shares)
Castle Support Services was formed following the de-merger of Castle Acquisitions from Lonhro Africa in 2006, at which time its major asset
was a statutory pension surplus of approximately �23m. The Company announced its results for the ten month period ended 30 June 2007 on 27
September 2007 and reported a significant improvement in trading at Dowding & Mills Technical Services, the business acquired in a reverse
merger transaction in June 2007, with operating profit rising 106% before the settlement of the pension surplus. The Company achieved a
�3.5m gain on the pension settlement as well as a �5.6m profit on the disposal of fixed assets and a net benefit of �1.7m relating to the
waiver on acquisition of interest payable to the preference shareholders of DMTS. The Board has recently announced a strategic review of the
business to consider how growth may be accelerated and value enhanced to shareholders. The strategic review will consider all alternatives,
including alliances, joint ventures or mergers and acquisitions and may lead to an offer being made for the Company.
Market value �2,338,631 representing 3.69% of Net Asset Value.
Communisis plc - Cost �2,764,166 (3,500,000 shares)
Communisis is a leading provider of print and marketing communication services. The Company instigated a recovery strategy in 2007, and the
Board have recently stated that both trading and progress with the Company's strategy have continued well during the period and the long
term prospects look good.
Market value �2,213,750 representing 3.50% of Net Asset Value.
Electronic Data Processing PLC (*EDP*) - Cost �2,561,049 (4,164,587 shares)
EDP is a computer services company. The Company supplies Software Solutions, sells and maintains computer equipment, and provides data
processing, advising, consulting, and technical services. EDP operates in the United Kingdom, the United States, and Canada. Turnover was
up 5% at �3.47 million, adjusted operating profit was �505,000. Hosting revenues represent 19% of total revenues and contracted recurring
revenues represent 67% of total revenues. Cash balances of �8.0 million reflected strong operating cash flows and property disposal. The
Company has significant property assets which could be disposed, which would further strengthen the cash position. The Company*s recent
market capitalisation was �13 million and they have no debt. Following press speculation, EDP confirmed it is in early stage discussions
regarding a possible offer for the Company from its management which may or may not lead to an offer being made.
Market value �2,207,231 representing 3.49% of Net Asset Value.
Payzone plc - Cost �3,713,035 (4,450,000 shares)
Payzone was formed from the merger of Cardpoint Plc and Alphyra in December 2007. The merged entity is a European market leader in payment
systems, mobile-phone top up cards and ATMs, operating in several different countries including the UK. Payzone has a particularly strong
presence in Germany and a key benefit of the merger will be the upside to be gained from the roll-out of Cardpoint*s ATM product in that
market as well as an estimated EUR6.5m of cost synergies. In addition, the combined companies have a strong position in a number of Eastern
European markets such as Romania, Greece and Poland, including important contacts with local government agencies that should be an important
source of revenue going forward.
Market value �2,136,000 representing 3.37% of Net Asset Value.
INVESTMENT POLICY
The Company principally invests in small and mid-size quoted and unquoted companies in the United Kingdom and 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.
Achieving the Investment Policy
The investment approach of the Investment Manager is characterised by a rigorous focus on research and financial analysis of potential
investee companies so that a thorough understanding of their business models is gained prior to investment. Comprehensive due diligence,
including one or more meetings with management as well as site visits, are standard procedure before shares are acquired.
Typically the portfolio will comprise of 50 to 80 holdings (but without restricting the Company from holding a more or less concentrated
portfolio in the future).
The Company may invest in derivatives, financial instruments, money market instruments and currencies solely for the purpose of efficient
portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the Company*s investments,
including any technique or instrument used to provide protection against exchange and credit risks).
The Investment Manager expects the Company*s assets will normally be fully invested. However, during periods in which changes in economic
conditions or other factors so warrant, the Company may reduce its exposure to securities and increase its position in cash and money market
instruments.
A detailed description of the investment process and risk controls employed by the Manager is disclosed in the financial statements. A
comprehensive analysis of the Company*s portfolio is also disclosed in the financial statements including a description of the ten largest
investments. At the year end the Company*s portfolio consisted of 68 holdings. The top 10 holdings represented 42.71% of total net assets.
The Board is responsible for determining the gearing strategy for the Company. Gearing is used selectively to leverage the Company*s
portfolio in order to enhance returns where and to the extent this is considered appropriate to do so. The Company currently has a �7.5
million multi-currency loan facility with Allied Irish Bank, which matures in March 2009. At the year end �750,000 had been drawn down.
Borrowings are short term and particular care is taken to ensure that any bank covenants permit maximum flexibility of investment policy.
The Company may only make material changes to its investment policies with the approval of Shareholders (in the form of an ordinary
resolution).
INVESTMENT RESTRICTIONS
The Company has adopted the following policies:
(a) it will not invest in securities carrying unlimited liability;
(b) short selling for the purpose of efficient portfolio management will be permitted provided that the aggregate value of the securities
subject to a contract for sale that has not been settled and which are not owned by the Company shall not exceed 20 per cent. of the Net
Asset Value; in addition, the Company may engage in uncollateralised stock lending on normal commercial terms with counterparties whose
ordinary business includes uncollateralised stock lending provided that the aggregate exposure of the Company to any single counterparty
shall not exceed 20 per cent. of the Net Asset Value;
(c) it will not take legal or management control of investments in its portfolio;
(d) it will not buy or sell commodities or commodity contracts or real estate or interests in real estatealthough it may purchase and sell
securities which are secured by real estate or commodities andsecurities of companies which invest in or deal in real estate commodities;
(e) it will not invest or lend more than 20 per cent. of its assets in securities of any one company or single issuer;
(f) it will not invest more than 35 per cent. of its assets in securities not listed or quoted on any
recognised stock exchange;
(g) it will not invest in any company where the investment would result in the company holding more than 10 per cent. of the issued share
capital of that company or any class of that share capital, unless that company constitutes a trading company (for the purposes or the
relevant United Kingdom legislation) in which case the company may not make any investment that would result in its holding 50 per cent. or
more of the issued share capital of that company or of any class of that share capital;
(h) it will not invest more than 5 per cent. of its assets in units of unit trusts or shares or other forms of participation in managed
open-ended investment vehicles; or
(i) the Company may use options, foreign exchange transactions on the forward market, futures and contracts for differences for the purpose
of efficient portfolio management provided that:
(i) in the case of options, this is done on a covered basis;
(ii) in the case of futures and forward foreign exchange transactions, the face value of all such contracts does not exceed 100 per cent. of
the Net Asset Value of the Company; or
(iii) in the case of contracts for difference (including stock index future or options) the face value of all such contracts does not exceed
100 per cent. of Net Asset Value of the Company. None of these restrictions, however, require the realisation of any assets of the Company
where any restriction is breached as a result of an event outside the control of the Investment Manager which occurs after the investment is
made, but no further relevant assets may be acquired by the Company until the relevant restriction can again be complied with. In the event
of any breach of these investment restrictions, the Board will as soon as practicable make an announcement on a Regulatory Information
Service and subsequently write to Shareholders if appropriate.
(j) the Company will ensure gearing does not exceed 20% of net assets.
DIRECTORS* RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and Financial Statements for each financial year which give a true and fair
view of the state of affairs of the Group and Company as at the end of the financial year and of the net income or loss for that year in
accordance with International Financial Reporting Standards and are in accordance with applicable laws.
The Directors confirm, to the best of their knowledge, that
(a) this Annual Report and Financial Statements, prepared in accordance with International Financial Reporting Standards, give a true and
fair view of the assets, liabilities, financial position and loss of the Company and the undertakings included in the consolidation taken as
a whole; and
(b) this Annual Report and Financial Statements includes information detailed in the Directors' Report, the Investment Adviser's Report and
Notes to the Financial Statements, which provide a fair review of the development and performance of the business and the position of the
Company and the undertakings included in the consolidation as a whole, together with a description of the principal risks and uncertainties
that they face.
In accordance with The Companies (Guernsey) Law, 2008 each Director confirms that so far as they are aware, there in no relevant audit
information of which the Company*s Auditor is unaware. Each Director also confirms that they have taken all steps they ought to have taken
as a Director to make themselves aware of any relevant audit information and to establish that the Company*s Auditor is aware of that
information.
Directors are also required to:
* properly select and apply accounting standards;
* present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable
information; and
* provide additional disclosures when compliance with the specific requirements of IFRSs is insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the Company*s financial position and financial performance.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial
position of the Group and Company and to enable them to ensure that the Financial Statements comply with The Companies (Guernsey) Law, 2008.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the Company*s website. Legislation in the United Kingdom and in
Guernsey governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.
CONSOLIDATED INCOME STATEMENT
for the year ended 31 March 2008
(Expressed in pounds sterling)
2008 2007
� �
Income
Interest 800,130 744,706
Dividends and investment income 1,529,522 1,823,920
2,329,652 2,568,626
Realised gains on investments 869,064 5,626,070
Movement in unrealised (loss)/gain on (19,781,604) 878,445
revaluation of investments
Transaction costs (244,042) (693,472)
Gain/(loss) on foreign currency translation 25,943 (139,228)
Income and (loss)/gain from investments (16,800,987) 8,240,441
Expenses
Management and investment adviser*s fee 537,491 610,796
Custodian fees 55,922 33,649
Administration fees 90,908 99,009
Registrar and transfer agent fees 49,434 76,554
Directors* fees and expenses 129,565 184,488
Audit fees 58,589 21,410
Insurance 10,549 9,651
Legal and professional fees 567,065 823,668
Performance fee - 100,000
Setting up costs - 423,228
Write back of excessive accruals in Baltimore (668,000) (717,000)
Plc
Other expenses 434,561 725,629
Total expenses 1,266,084 2,391,082
Net (loss) income for the year before (18,067,071) 5,849,359
taxation
Withholding tax on dividends 184,484 98,745
Net (loss)/income for the year (18,251,555) 5,750,614
Earnings per share * basic and diluted:
Ordinary �(0.89) �0.26
C Share �(0.05) �0.20
All items in the above statement are derived from continuing operations.
CONSOLIDATED BALANCE SHEET
as at 31 March 2008
(Expressed in pounds sterling)
2008 2007
� �
Non-current assets
Listed investments at fair value through profit 54,131,520 74,520,353
or loss
(Cost - �70,035,781: 2007 - �69,053,959)
Unlisted investments at fair value through 9,490,445 4,207,724
profit or loss
(Cost - �7,352,353: 2007 - �3,658,683)
63,621,965 78,728,077
Current assets
Other receivables 797,602 1,581,039
Dividends and interest receivable 296,296 405,259
Amounts due from brokers 248,428 -
Cash and cash equivalents 792,292 5,593,509
2,134,618 7,579,807
Total assets 65,756,583 86,307,884
Current liabilities
Amounts due to brokers 957,828 2,671,986
Interest bearing loans 750,000 -
Creditors and accrued expenses 740,603 1,731,531
2,448,431 4,403,517
Net assets 63,308,152 81,904,367
Shareholders* equity
Called up share capital 12,393,708 20,638,610
Share premium 42,894,039 34,993,797
Capital redemption reserve 1,246,500 1,246,500
Other reserves 6,773,905 25,025,460
Total equity shareholders* funds 63,308,152 81,904,367
Net Asset Value per Share * basic and diluted
Ordinary �2.55 �3.27
C Share - �1.15
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2008
(Expressed in pounds sterling)
2008 2007
� �
Equity at beginning of year 81,904,367 31,532,800
(Loss)/profit for the year (18,251,555) 5,750,614
Total recognised income and expenses (18,251,555) 5,750,614
Issued share capital during year
- Ordinary shares 25,683,185 18,682,994
- C Shares - 25,937,959
25,683,185 44,620,953
Cancelled / converted share capital during
year
- Ordinary shares (89,886) -
- C Shares (25,937,959) -
(26,027,845) -
Equity at end of year 63,308,152 81,904,367
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2008
(Expressed in pounds sterling)
2008 2007
� �
Net cash (outflow)/inflow from operating (5,232,501) 331,348
activities
Financing Activities
Costs associated with issue of shares - (1,315,318)
Cancellation of shares (344,659) -
Proceeds of borrowings 750,000 -
Cash flow from financing activities 405,341 (1,315,318)
Net (decrease)/increase in cash and cash (4,827,160) (983,970)
equivalents
Cash and cash equivalents at beginning of 5,593,509 6,716,707
year
Exchange movements 25,943 (139,228)
Cash and cash equivalents at end of year 792,292 5,593,509
NOTES
1. General
Oryx International Growth Fund Limited (the *Company*) was incorporated in Guernsey on 2 December 1994 and commenced activities on 3 March
1995.
The above results comprise an abridged version of the Company*s full accounts for the year ended 31 March 2008. Copies of the accounts will
be sent to shareholders by 31 July 2008 and will be available on the Company*s website www.oryxinternationalgrowthfund.co.uk and from the
Company*s registered office at BNP Paribas House, 1 St Julian*s Avenue, St Peter Port, Guernsey GY1 1WA.
2. Accounting Policies
Basis of Accounting
The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (*IFRS*), which
comprise standards and interpretations approved by the International Accounting Standards Board (the *IASB*), and International Accounting
Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee (*IASC*) that
remain in effect in effect, together with applicable legal and regulatory requirements of Guernsey Law. These are the Group*s first results
prepared in conformity with IFRS and IFRS 1: First Time Adoption has been applied with 1 April 2006 as the transition date. All accounting
policies are consistent with the policies used in previous UK Generally Accepted Accounting Principles (*GAAP*) financial statements.
The transition from UK GAAP to IFRS had no effect on the reported financial position and financial performance of the Group.
IFRS 8 Operating Segments will come into force for periods commencing 1 January 2009. The Directors anticipate that the adoption of this
standard in future years will not have a material impact on the financial statements of the Group.
The Directors believe that other pronouncements which are in issue but not yet operative or adopted by the Group will not have a material
impact on the financial statements of the Group.
The financial statements have been prepared on the historical cost basis except for the measurement at fair value of certain financial
instruments. The principal accounting policies are set out below. The preparation of financial statements in conformity with International
Financial Reporting Standards requires the Group to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year.
a) Income Recognition
Dividends arising on the Group*s listed and unlisted investments have been accounted for on an ex-dividend basis. Deposit interest is
accrued on a day-to-day basis. Loan interest is accounted for using the effective interest method. All income is shown gross of any
applicable withholding tax.
b) Investments
Classification
All investments of the Group are designated into the financial assets at fair value through profit or loss category. 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 Group*s documented investment strategy. Therefore the Directors consider that this is the most appropriate classification.
This category comprises financial instruments designated at fair value though profit or loss upon initial recognition * these include
financial assets that are not held for trading purposes and which may be sold. These are principally investments in listed and unlisted
equities.
Measurement
Financial instruments are measured initially at fair value being the transaction price. Subsequent to initial recognition, all instruments
classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Income
Statement. Transaction costs are separately disclosed in the Income Statement.
Fair value measurement principles
Listed investments have been valued at the bid market price ruling at the balance sheet 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 Balance Sheet date, the bid market or closing price on the
preceding business day.
Unlisted investments traded on AIM have been valued at their published bid prices at the Balance Sheet date. Unlisted investments where
there is not an active market are valued using an appropriate valuation technique so as to establish fair value at the Balance Sheet date.
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 reduced to reflect fair value. Estimates are based on the best information at the time but actual results may vary
from these estimates.
Gains and losses arising from changes in the fair value of investments are included in the income statement in the year in which they
arise.
For certain of the Group*s financial instruments, including cash and cash equivalents, interest and other receivables and accrued expenses,
the carrying amounts approximate fair value due to their immediate or short-term maturity.
Derecognition of financial assets occur 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.
Transaction costs applicable to investment transactions have been recognised in the Income Statement.
c) Other receivables
Other receivables do not carry any interest and are short term in nature and are accordingly stated at their nominal value as reduced by
appropriate allowances for estimated irrecoverable amounts.
d) Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand and short term deposits in banks.
e) Other Accruals and Payables
Other accruals and payables are not interest bearing and are stated at their nominal value.
f) Foreign Currency Translation
Items included in the Group*s financial statements are measured using the currencyof the primary economic environment in which it operates
(the *functional currency*). This is the pound sterling which reflects the Group*s primary activity of investing in sterling securities. The
Group*s shares are also issued in sterling.
Foreign currency assets and liabilities have been translated at the exchange rates ruling at the Balance Sheet date. Transactions in foreign
currency during the period have been translated into pounds sterling at the spot exchange rate in effect at the date of the transaction.
Realised and unrealised gains and losses on currency translation are recognised in the Income Statement.
g) Realised and Unrealised Gains and Losses
Realised gains and losses arising on the disposal of investments are calculated by reference to the cost attributable to those investments
and the sales proceeds, and are included in the Income Statement. Unrealised gains and losses arising on investments held at the Balance
Sheet date are also included in the Income Statement.
h) Financial Liabilities
All bank loans and borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs where
applicable. After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost. Any difference
between cost and redemption value has been recognised in the Income Statement over the period of the borrowings on an effective interest
basis.
Financial liabilities are derecognised from the balance sheet only when the obligations are extinguished either through discharge,
cancellation or expiration.
i) Equity
Share Capital represents the nominal value of equity shares.
Share Premium Account represents the excess over nominal value of the fair value of consideration received for equity shares, net of
expenses of the share issue.
Reserves include all current and prior results as disclosed in the income statement.
j) Expenses
Expenses are recognised in the Income Statement upon utilisation of the service or at the date they are incurred. Expenses in relation to
the placing of C Shares were borne by the subscribers of the C Shares and have been written off against share premium.
k) Consolidation
These consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary undertakings,
Baltimore plc and American Opportunity Trust PLC. The results of the subsidiary undertakings and the businesses acquired are included in the
Consolidated Income Statement. The investments in the wholly owned subsidiaries are included in the accounts of the parent company at cost
less any provisions for impairment.
3. Share Capital and Share Premium
a) Authorised Share Capital
Number of Shares �
Authorised:
Ordinary shares of 50p each 90,000,000 45,000,000
b) Ordinary Shares Issued * 1 April 2007 to 31 March 2008
Ordinary Shares of 50p each Number of Shares Share Share
and Management Shares of 50p Capital� Premium�
each
At 1 April 2007 16,252,774 8,126,387 21,568,061
Conversion of C shares 8,567,328 4,283,664 21,399,521
Cancellation of shares (32,686) (16,343) (73,543)
At 31 March 2008 24,787,416 12,393,708 42,894,039
C Shares of 50p each Number of Shares Share Share
Capital� Premium�
At 1 April 2007 25,024,445 12,512,223 13,425,736
Conversion of C shares (24,774,668) (12,387,334) (13,295,852)
Cancellation of shares (249,777) (124,889) (129,884)
At 31 March 2008 - - -
Ordinary Shares Issued * 1 April 2006 to 31 March 2007
Ordinary Shares of 50p each Number of Shares Share Share
and Management Shares of 50p Capital� Premium�
each
At 1 April 2006 10,666,088 5,333,044 5,678,410
Issued during the year 5,586,686 2,793,343 15,889,651
At 31 March 2007 16,252,774 8,126,387 21,568,061
C Shares of 50p each Number of Shares Share Share
Capital� Premium�
At 1 April 2006 - - -
Issued during the year 25,024,445 12,512,223 13,425,736
At 31 March 2007 25,024,445 12,512,223 13,425,736
4. Earnings per Share and Net Asset Value per Share
The calculation of basic earnings per share for the Ordinary Share is based on a deficit of �18,251,555 (2007 * surplus �2,905,680) and the
weighted average number of shares in issue during the year of 20,529,829 shares (2007 * 11,176,184 shares). In accordance with IAS 33 *
Earnings Per Share, the diluted earnings per share is also disclosed. At 31 March 2008 there was no difference in the diluted earnings per
share calculation for the Ordinary Shares.
The calculation of Net Asset Value per Ordinary Share is based on a Net Asset Value of �63,308,152 (2007 - �53,121,474) and the number of
shares in issue at the year end of 24,787,416 shares (2007 * 16,257,772 shares). The diluted Net Asset Value per share is also disclosed. At
31 March 2008 there was no difference in the diluted Net Asset Value per share calculation for the Ordinary Shares.
Enquiries:
Sara Radford
BNP Paribas Fund Services (Guernsey) Limited Tel: 01481 750858
Alastair Moreton
Richard Tulloch
Arbuthnot Securities Limited Tel: 020 7012 2000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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