TIDMOIG
RNS Number : 0722O
Oryx International Growth Fund Ld
23 June 2010
ORYX INTERNATIONAL GROWTH FUND LIMITED ("Oryx" or the "Company")
FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2010
CHAIRMAN'S STATEMENT
As can be seen from the Investment Manager's report, the year under review has
thrown up some varied results. The overall net asset value per share rose by
32.9% to 222p, however, while this reflects a substantial rise from the lows of
2009, it is disappointing when compared to the rises in the indices.
With this result in mind, it is worth examining the makeup of the portfolio so
that the result can be put in context. The Company invests in companies where
the Investment Manager believes that the valuation is wrong and by instigating
action over a medium time frame, the value can be unlocked. The investments are
made into small to medium sized businesses. The results therefore reflect the
following factors.
In the market crash, the value of the quoted investments was marked down by the
market. While some of our investments have seen a re-rating, this is not uniform
across the board. We therefore anticipate that as the recovery hopefully takes
hold, some of the portfolio will be re-rated to reflect underlying value.
The second group, albeit very limited, are those companies that were adversely
affected by the recession. While this value may be recaptured, this will take
time.
The third group are those companies where management action has been instigated.
During the year disposals were made at good profits. There are a number of
potential negotiations in progress where we expect to see a good result in the
current year. While some of this potential may be reflected in the price, the
value is not normally fully recognised until a deal is finalised and announced.
The unlisted portfolio also represents a lag effect as valuations may only
reflect full value when they are ultimately sold.
These four factors have had a dampening effect on the portfolio during the year
ended 31st March 2010.
Since the year end, Castle Support Services, one of our largest holdings, has
been acquired at a premium to the share price at the end of March of 59%.
We have been using the powers granted at the last AGM to acquire shares. During
the year, 1,270,826 shares were acquired for cancellation. As the shares were
acquired for a discount, this has benefited all long term shareholders. The
closing discount however is still too wide. The Company will seek to renew these
powers at the next AGM. In line with our policy, no dividend will be paid for
the period.
It is very difficult to predict the future with the economy emerging tentatively
from recession, the banks still constrained from lending and business confidence
fragile. Your board believes that the portfolio has good prospects for value
creation as has been demonstrated with the recently completed disposal of Castle
Support Services Plc.
Nigel Cayzer
Chairman
22 June 2010
INVESTMENT ADVISER'S REPORT
During the twelve month period under review the net asset value of the Company
rose by 25.8% as compared to a rise in the FTSE of just under 51%. This
performance was obviously disappointing but needs to be seen in the context that
the unquoted portfolio which amounted to around 22.9% of the assets at the
beginning of the period was essentially flat. The quoted portfolio excluding
this therefore rose by approximately 45%.
Income for the period amounted to GBP12,238,319 (loss in 2009:GBP21,819,627).
During the year, 1,270,826 shares were acquired for cancellation. As the shares
were acquired for a discount, this has benefited all long term shareholders.
Quoted Portfolio:
The principal successes during the year where the performance rose on average by
100% were Dialight, RPC, BBA, Inspired Preference Shares, Catalyst Media Group,
Gleeson and Assetco. Sadly this was partly offset by the fact that the Fund's
two largest investments at the end of March 2009, Bavaria and Journey Group,
both fell and Journey Group by nearly 50% reducing the overall performance of
the quoted portfolio by nearly 5% relative to the Index.
During the period the holding in Avanti's equity was sold having risen by over
50% thereby reducing the Fund's exposure to the company given the large holding
in the senior debt which accrues interest at 20% per annum. Two new large
holdings, Chrysalis and Tenon were acquired and further details on these
investments can be found on pages 6 and 7 of this report.
Unquoted Portfolio:
The principal successes during the year were the uplift in Bionostics following
a third party transaction and the takeover of PVC Container. This unfortunately
was offset by the need to write off Payzone following very disappointing
operating results. Only one new investment was made during the period, Nastor,
which was the buyout of Celsis. To date, the company has significantly exceeded
expectations.
Conclusion:
The current outlook for the UK economy remains highly uncertain. The economic
recovery so far has been feeble and the Government deficit, which will need to
be financed, will crowd out other financial markets. Corporate profits are
generally expected to hold up because of the devaluation of Sterling and the
resultant recovery in exports. However, it is unlikely in these circumstances
the UK equity market will make significant progress over the next twelve months.
Nevertheless, a number of the Company's largest holdings are in discussions to
be acquired and should these talks be successful, the Fund should achieve
reasonable progress in the current year.
North Atlantic Value LLP
22 June 2010
TEN LARGEST EQUITY HOLDINGS
as at 31 March 2010
RPC Group Plc
Cost GBP3,697,810 (1,623,985 shares)
Market value GBP4,059,963 representing 8.11% of Net Asset Value
RPC is the largest company plastic packaging company in Europe. A new chairman
has restructured the business and this will lead to a significant improvement in
profitability over the next few years.
Chrysalis Group Plc
Cost GBP3,500,715 (3,500,000 shares)
Market value GBP3,675,000 representing 7.34% of Net Asset Value
Chrysalis Group's principal asset is a substantial music library which is
believed to be worth significantly above the current share price.
BBA Aviation Plc
Cost GBP3,833,691 (1,600,000 shares)
Market value GBP3,115,200 representing 6.23% of Net Asset Value
BBA Aviation's principal business is Signature which is the leading provider of
aviation support facilities for private jets throughout the world. The company
has modest debt and is seeing good growth as the US in particular emerges from
recession.
Catalyst Media Group Plc
Cost GBP1,444,779 (3,125,000 shares)
Market value GBP3,000,000 representing 6.00% of Net Asset Value
Catalyst Media Group's principal asset is a 21% stake in SIS the leading
provider of data and racing programmes to the bookmaking industry. The company
has recently announced that it is seeking to be acquired.
Gleeson (M.J.) Group Plc
Cost GBP5,552,664 (2,105,227 shares)
Market value GBP2,752,584 representing 5.50% of Net Asset Value
Gleeson is a small builder with operations in the Midlands and North of England.
The company has no debt and was modestly profitable for the six months ended
December. Our estimated private market value of the business is over 50% higher
than the current share price.
Castle Support Services Plc
Cost GBP1,603,016 (3,914,037 shares)
Market value GBP2,661,454 representing 5.32% of Net Asset Value
Castle Support Services is the largest electro and electro mechanical repair
business in the U.K. Recent trading conditions have been favourable. The company
has no debt.
Orthoproducts Limited
Cost GBP1,206,964 (319 shares)
Market value GBP2,552,000 representing 5.10% of Net Asset Value
Orthoplastics is one of two companies in the world capable of manufacturing
advanced plastic materials to the orthopedics industry. In addition the company
is successful in rapidly growing plastic components for the same industry.
Inspired Gaming Group Plc
Cost GBP6,107,629 (5,040,834 shares)
Market value GBP2,520,417 representing 5.04% of Net Asset Value
Inspired Gaming Group is the largest server based gaming company in the UK and
possibly the world. The company is in talks to be acquired.
Tenon Group Plc
Cost GBP2,690,000 (6,000,000 shares)
Market value GBP2,520,000 representing 5.04% of Net Asset Value
Tenon Group Plc is a large Midlands based accountancy group providing services
to SME's. A recent acquisition is expected to significantly boost earnings per
share. The company is a leading beneficiary of the rise in insolvency work due
to the UK recession.
Bavaria Industriekapital AG
Cost GBP1,886,885 (209,286 shares)
Market value GBP2,371,008 representing 4.74% of Net Asset Value
Bavaria Industriekapital AG is a small German industrial conglomerate. The
company has no debt and sells on a modest price earnings ratio. The stock is
very liquid and the holding was reduced over the period.
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 40 to 60 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 Note 18 to the consolidated financial statements. A
comprehensive analysis of the Company's portfolio is disclosed on pages 6 to 9
including a description of the ten largest equity investments. At the year end
the Company's portfolio consisted of 47 holdings. The top 10 holdings
represented 58.42% 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. 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 estate although it may purchase and sell securities which are
secured by real estate or commodities and securities 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:
(1) in the case of options, this is done on a covered basis;
(2) 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
(3) 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 consolidated
Financial Statements for each financial year which give a true and fair view of
the state of affairs of the Group 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) these consolidated 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) these consolidated Financial Statements include information detailed in the
Directors' Report, the Investment Adviser's Report and Notes to the consolidated
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 is 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;
· provide additional disclosures when compliance with the specific
requirements of IFRS's 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; and
· prepare the consolidated Financial Statements on a going concern basis
unless it is inappropriate to presume the Company will continue in business.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Group and to enable them to ensure that the consolidated 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 consolidated financial statements differs
from legislation in other jurisdictions.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2010, expressed in GBP sterling
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | 2010 | 2009 |
+----------------+--------+--------+-------------+--------------+
| | | Notes | GBP | GBP |
+----------------+--------+--------+-------------+--------------+
| Income | | | | |
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Interest | | 3 | 451,310 | 532,972 |
+----------------+--------+--------+-------------+--------------+
| Dividends | | 4 | 1,766,236 | 1,957,538 |
| and | | | | |
| investment | | | | |
| income | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | 2,217,546 | 2,490,510 |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Realised | | 10 | (1,480,675) | (536,343) |
| (losses)/gains | | | | |
| on investments | | | | |
+----------------+--------+--------+-------------+--------------+
| Unrealised | | | | |
| gain/(loss) | | 10 | 13,432,513 | (21,891,039) |
| on | | | | |
| revaluation | | | | |
| of | | | | |
| investments | | | | |
+----------------+--------+--------+-------------+--------------+
| Loss/(gain) | | | (18,297) | 4,044 |
| on foreign | | | | |
| currency | | | | |
| translation | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Income | | | 14,151,087 | (19,932,828) |
| and | | | | |
| loss | | | | |
| from | | | | |
| investments | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Expenses | | | | |
+----------------+--------+--------+-------------+--------------+
| Management | | 5 | 523,255 | 550,833 |
| and | | | | |
| investment | | | | |
| adviser's | | | | |
| fee | | | | |
+----------------+--------+--------+-------------+--------------+
| Custodian | | 6 | 17,894 | 17,025 |
| fees | | | | |
+----------------+--------+--------+-------------+--------------+
| Administration | | 7 | 51,496 | 59,161 |
| fees | | | | |
+----------------+--------+--------+-------------+--------------+
| Registrar | | | 14,763 | 112,314 |
| and | | | | |
| transfer | | | | |
| agent | | | | |
| fees | | | | |
+----------------+--------+--------+-------------+--------------+
| Transaction | | | 132,580 | 107,757 |
| costs | | | | |
+----------------+--------+--------+-------------+--------------+
| Directors' | | 8 | 132,580 | 133,000 |
| fees and | | | | |
| expenses | | | | |
+----------------+--------+--------+-------------+--------------+
| Audit | | | 36,500 | 36,000 |
| fees | | | | |
+----------------+--------+--------+-------------+--------------+
| Insurance | | | 10,500 | 9,000 |
+----------------+--------+--------+-------------+--------------+
| Legal | | | 225,544 | 294,206 |
| and | | | | |
| professional | | | | |
| fees | | | | |
+----------------+--------+--------+-------------+--------------+
| Loan | | | - | 117,942 |
| facility | | | | |
| interest | | | | |
+----------------+--------+--------+-------------+--------------+
| Other | | | 492,593 | 190,646 |
| expenses | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Total | | | 1,637,705 | 1,627,884 |
| expenses | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Net | | | 12,513,382 | (21,560,712) |
| income/(loss) | | | | |
| for the year | | | | |
| before | | | | |
| taxation | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Withholding | | | 275,063 | 258,915 |
| tax on | | | | |
| dividends | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Net | | | 12,238,319 | (21,819,627) |
| income/(loss) | | | | |
| for the year | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Income/(loss) | | | | |
| per share - | | | | |
| basic and | | | | |
| diluted: | | | | |
+----------------+--------+--------+-------------+--------------+
| Ordinary | | 16 | GBP0.54 | GBP(0.90) |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
All items in the above statement are derived from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 March 2010, expressed in GBP sterling
+----------------+--------+--------+-------------+--------------+
| | | | 2010 | 2009 |
+----------------+--------+--------+-------------+--------------+
| | | Notes | GBP | GBP |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Non-current | | | | |
| assets | | | | |
+----------------+--------+--------+-------------+--------------+
| Listed | | 10 | | |
| investments | | | 39,996,704 | 29,388,138 |
| designated | | | | |
| at fair | | | | |
| value | | | | |
| through | | | | |
| profit or | | | | |
| loss (Cost | | | | |
| - | | | | |
| GBP65,081,145: | | | | |
| 2009 - | | | | |
| GBP64,662,030) | | | | |
+----------------+--------+--------+-------------+--------------+
| Unlisted | | 10 | | |
| investments | | | 11,165,794 | 9,144,411 |
| designated | | | | |
| at fair | | | | |
| value | | | | |
| through | | | | |
| profit or | | | | |
| loss (Cost | | | | |
| - | | | | |
| GBP8,306,047: | | | | |
| 2009 - | | | | |
| GBP9,527,727) | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | 51,162,498 | 38,532,549 |
+----------------+--------+--------+-------------+--------------+
| Current | | | | |
| assets | | | | |
+----------------+--------+--------+-------------+--------------+
| Other | | | 102,333 | 368,865 |
| receivables | | | | |
+----------------+--------+--------+-------------+--------------+
| Dividends | | | 173,230 | 318,876 |
| and | | | | |
| interest | | | | |
| receivable | | | | |
+----------------+--------+--------+-------------+--------------+
| Amounts | | | 12,687 | 3,032 |
| due | | | | |
| from | | | | |
| brokers | | | | |
+----------------+--------+--------+-------------+--------------+
| Cash | | | 195,000 | 906,097 |
| and | | | | |
| cash | | | | |
| equivalents | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | 483,250 | 1,596,870 |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Total | | | 51,645,748 | 40,129,419 |
| assets | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Current | | | | |
| liabilities | | | | |
+----------------+--------+--------+-------------+--------------+
| Overdraft | | | 1,116,352 | - |
+----------------+--------+--------+-------------+--------------+
| Amounts | | | 34,632 | 15,978 |
| due to | | | | |
| brokers | | | | |
+----------------+--------+--------+-------------+--------------+
| Other | | | 456,761 | 348,420 |
| payables | | | | |
| and | | | | |
| accrued | | | | |
| expenses | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | 1,607,745 | 364,398 |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Net | | | 50,038,003 | 39,765,021 |
| assets | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Shareholders' | | | | |
| equity | | | | |
+----------------+--------+--------+-------------+--------------+
| Called | | 11 | 11,252,912 | 11,888,325 |
| up | | | | |
| share | | | | |
| capital | | | | |
+----------------+--------+--------+-------------+--------------+
| Share | | 11 | 42,696,509 | 42,696,509 |
| premium | | | | |
+----------------+--------+--------+-------------+--------------+
| Capital | | | 1,246,500 | 1,246,500 |
| redemption | | | | |
| reserve | | | | |
+----------------+--------+--------+-------------+--------------+
| Other | | 12 | (5,157,918) | (16,066,313) |
| reserves | | | | |
+----------------+--------+--------+-------------+--------------+
| Total | | | 50,038,003 | 39,765,021 |
| equity | | | | |
| shareholders' | | | | |
| funds | | | | |
+----------------+--------+--------+-------------+--------------+
| | | | | |
+----------------+--------+--------+-------------+--------------+
| Net | | 16 | GBP2.22 | GBP1.67 |
| Asset | | | | |
| Value | | | | |
| per | | | | |
| Share | | | | |
| - | | | | |
| basic | | | | |
| and | | | | |
| diluted | | | | |
+----------------+--------+--------+-------------+--------------+
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2010, expressed in GBP sterling
+--------------------+-------+------------+------------+------------+--------------+-------------+
| |Notes | Share | Share | Capital | Other | Total |
| | | Capital | Premium |redemption | reserves | |
| | | | | reserve | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| | | GBP | GBP | GBP | GBP | GBP |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| Balance at 1 April | | 11,888,325 | 42,696,509 | 1,246,500 | (16,066,313) | 39,765,021 |
| 2009 | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| Total | | | | | | |
| Comprehensive | | | | | | |
| Income | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| For the Year | | | | | 12,238,319 | 12,238,319 |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| Transactions with | | | | | | |
| owners, | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| recorded directly | | | | | | |
| in equity | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| Contributions, | | | | | | |
| redemptions and | | | | | | |
| distributions to | | | | | | |
| shareholders | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| - Cancellation of | 11,12 | (635,413) | | | (1,329,924) | (1,965,337) |
| shares | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| Total transactions | | (635,413) | - | - | (1,329,924) | (1,965,337) |
| with owners | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
| Balance at 31 | | 11,252,912 | 42,696,509 | 1,246,500 | (5,157,918) | 50,038,003 |
| March 10 | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+-------------+
+--------------------+-------+------------+------------+------------+--------------+--------------+
| |Notes | Share | Share | Capital | Other | Total |
| | | Capital | Premium |redemption | reserves | |
| | | | | reserve | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| | | GBP | GBP | GBP | GBP | GBP |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| Balance at 1 April | | 12,393,708 | 42,894,039 | 1,246,500 | 6,773,905 | 63,308,152 |
| 2008 | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| Total | | | | | | |
| Comprehensive | | | | | | |
| Income | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| For the Year | | | | | (21,819,627) | (21,819,627) |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| Transactions with | | | | | | |
| owners, | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| recorded directly | | | | | | |
| in equity | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| Contributions, | | | | | | |
| redemptions and | | | | | | |
| distributions to | | | | | | |
| shareholders | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| - Cancellation of | 11,12 | (505,383) | (197,530) | | (1,020,591) | (1,723,504) |
| shares | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| Total transactions | | (505,383) | (197,530) | - | (1,020,591) | (1,723,504) |
| with owners | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
| Balance at 31 | | 11,888,325 | 42,696,509 | 1,246,500 | (16,066,313) | 39,765,021 |
| March 09 | | | | | | |
+--------------------+-------+------------+------------+------------+--------------+--------------+
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2010, expressed in GBP sterling
+---------------------+--------+--------+-------------+-------------+
| | | | 2010 | 2009 |
+---------------------+--------+--------+-------------+-------------+
| | | Notes | GBP | GBP |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| Net | | | | |
| cash | | 14 | 156,185 | 2,523,265 |
| inflow | | | | |
| from | | | | |
| operating | | | | |
| activities | | | | |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| Financing | | | | |
| Activities | | | | |
+---------------------+--------+--------+-------------+-------------+
| Cancellation | | | (1,965,337) | (1,663,504) |
| of shares | | | | |
+---------------------+--------+--------+-------------+-------------+
| Proceeds | | | - | 6,400,000 |
| of | | | | |
| borrowings | | | | |
+---------------------+--------+--------+-------------+-------------+
| Repayment | | | - | (7,150,000) |
| of | | | | |
| borrowings | | | | |
+---------------------+--------+--------+-------------+-------------+
| Bank | | | 1,116,352 | - |
| overdraft | | | | |
+---------------------+--------+--------+-------------+-------------+
| Cash | | | (848,985) | (2,413,504) |
| outflow | | | | |
| from | | | | |
| financing | | | | |
| activities | | | | |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| Net | | | | |
| increase/(decrease) | | | (692,800) | 109,761 |
| in cash and cash | | | | |
| equivalents | | | | |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| Cash | | | 906,097 | 792,292 |
| and | | | | |
| cash | | | | |
| equivalents | | | | |
| at | | | | |
| beginning | | | | |
| of year | | | | |
+---------------------+--------+--------+-------------+-------------+
| Effect | | | | |
| of | | | (18,297) | 4,044 |
| exchange | | | | |
| rate | | | | |
| fluctuations | | | | |
| on cash and | | | | |
| cash | | | | |
| equivalents | | | | |
+---------------------+--------+--------+-------------+-------------+
| | | | | |
+---------------------+--------+--------+-------------+-------------+
| Cash | | | 195,000 | 906,097 |
| and | | | | |
| cash | | | | |
| equivalents | | | | |
| at end of | | | | |
| year | | | | |
+---------------------+--------+--------+-------------+-------------+
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 2009 ("Annual Report). Copies of the Annual Report
will be sent to shareholders shortly, together with a circular, containing
details of a proposed waiver of the Rule 9 provisions of the City Code on
Takeovers and Mergers which also contains the Notice convening the Company's
Annual General Meeting to be held at 10.00 a.m. on 20 August 2010.
The Annual Report and Circular will be available to view and download at the
Company's website www.oryxinternationalgrowthfund.co.uk and copies may also be
obtained 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 Preparation
The financial statements of the Company, which give a true and fair view have
been prepared in accordance with International Financial Reporting Standards
("IFRS"), as adopted by the EU 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 and comply with the Companies (Guernsey) Law,
2008. The financial statements have been prepared on the going concern basis.
The financial statements have been prepared on the historical cost basis except
for the inclusion at fair value of certain financial instruments. The principal
accounting policies are set out below.
Use of estimates and judgements
The preparation of consolidated financial statements in accordance with IFRS
adopted by the EU requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. These estimates and
associated assumptions are based on historical experience and other factors that
are considered to be relevant. Actual results may vary from these estimates.
Judgement is exercised in terms of whether the price of recent transaction
remains the best indicator of fair value at the balance sheet date. The manager
reviews sector and market information and the circumstances of the investee
company to determine if the valuation adopted at the balance sheet date remains
the best indicator of fair value
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods, if the revision affects both current and
future periods.
Information about significant areas of estimation uncertainty and critical
judgements in applying accounting policies that have the most significant effect
on the amounts recognised in the financial statements are set out in Note 2(b)
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not
yet effective for the year ended 31 March 2010, and have not been applied in
preparing these financial statements. None of these will have an effect on the
financial statements of the Group, with the exception of the following:
IFRS 9 Financial Instruments, published on 12 November 2009 as part of phase I
of the IASB's comprehensive project to replace IAS 39, deals with classification
and measurement of financial assets. The requirements of this standard represent
a significant change from the existing requirements in IAS 39 in respect of
financial assets. The standard contains two primary measurement categories for
financial assets: amortised cost and fair value. A financial asset would be
measured at amortised cost if it is held within a business model whose objective
is to hold assets in order to collect contractual cash flows, and the asset's
contractual terms give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal outstanding. All
other financial assets would be measured at fair value. The standard eliminates
the existing IAS 39 categories of held to maturity, available for sale and loans
and receivables. For an investment in an equity instrument which is not held for
trading, the standard permits an irrevocable election, on initial recognition,
on an individual share-by-share basis, to present all fair value changes from
the investment in other comprehensive income. No amount recognised in other
comprehensive income would ever be reclassified to profit or loss at a later
date. However, dividends on such investments are recognised in profit or loss,
rather than other comprehensive income unless they clearly represent a partial
recovery of the cost of the investment. Investments in equity instruments in
respect of which an entity does not elect to present fair value changes in other
comprehensive income would be measured at fair value with changes in fair value
recognised in profit or loss.
The standard requires that derivatives embedded in contracts with a host that is
a financial asset within the scope of the standard are not separated; instead
the hybrid financial instrument is assessed in its entirety as to whether it
should be measured at amortised cost or fair value.
The standard is effective for annual periods beginning on or after 1 January
2013. Earlier application is permitted.
The Group is currently in the process of evaluating the potential effect of this
standard on the Group's financial statements.
Amendments to IAS 39 Financial Instruments: Recognition and Measurement -
Eligible Hedged Items clarifies the application of existing principles that
determine whether specific risks or portions of cash flows are eligible for
designation in a hedging relationship. The amendments became mandatory for the
Group's 2010 consolidated financial statements, with retrospective application
required. The amendments are not expected to have a significant impact on the
company's financial statements.
Adoptions of new standards
The following new standards and amendments are mandatory for the financial year
beginning 1 January 2009.
IAS 1 (revised), 'Presentation of Financial Statements.' The revised standard
prohibits the presentation of items of income and expenses (that is 'non-owner
changes in equity' in the statement of changes in equity, requiring 'non-owner
changes in equity' to be presented separately from owner changes in equity. All
'non-owner changes in equity' are required to be shown in a performance
statement.
Entities can choose whether to present one performance statement (the statement
of comprehensive income) or two statements (the income statement and statement
of comprehensive income). The Group has elected to present one statement: the
statement of comprehensive income.
IFRS 8, 'Operating Segments' replaces IAS 14 Segment Reporting. The new standard
requires a 'management approach', under which segment information is presented
on the same basis as that used for internal reporting purposes.
The Board has considered the requirements of IFRS 8 'Operating Segments', and is
of the view that the Company is engaged in a single segment of business, being
investment in listed and unlisted funds. The Board, as a whole, has been
determined as constituting the chief operating decision maker of the Company.
The key measure used by the Board to assess the Company's performance and to
allocate resources is the total return on the Company's net asset value ("NAV")
as a whole, as calculated under IFRS and therefore no reconciliation is required
between the measure of profit or loss used by the Board and that contained in
the consolidated financial statements.
Other accounting developments
The Fund has applied Improving Disclosures about Financial Instruments
(Amendments to IFRS 7), issued in March 2009, that require enhanced disclosures
about fair value measurements and liquidity risk in respect of financial
instruments.
The amendments require that fair value measurement disclosures use a three-level
fair value hierarchy that reflects the significance of the inputs used in
measuring fair values of financial instruments. Specific disclosures are
required when fair value measurements are categorised as Level 3 (significant
unobservable inputs) in the fair value hierarchy. The amendments require that
any significant transfers between Level 1 and Level 2 of the fair value
hierarchy be disclosed separately, distinguishing between transfers into and out
of each level. Furthermore, changes in valuation techniques from one period to
another, including the reasons therefore, are required to be disclosed for each
class of financial instruments.
Revised disclosures in respect of fair values of financial instruments are
included in note 18. Further, the definition of liquidity risk has been amended
and it is now defined as the risk that an entity will encounter difficulty in
meeting obligations associated with financial liabilities that are settled by
delivering cash or another financial asset.
The amendments require disclosure of a maturity analysis for non-derivative and
derivative financial liabilities, but contractual maturities are required to be
disclosed for derivative financial liabilities only when contractual maturities
are essential for an understanding of the timing of cash flows. Revised
disclosures in respect of liquidity risk are included in note 18.
a) Income Recognition
Dividend income is recognised when the right to receive income is established.
Usually this is the ex-dividend date for equity securities. 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 Company, together with its subsidiaries ('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.
Fair value measurement principles
Financial instruments are measured initially at fair value being the transaction
price. Subsequent to initial recognition on trade date, all instruments
classified as fair value through profit or loss are measured at fair value with
changes in their fair value recognised in the Statement of Comprehensive Income.
Transaction costs are separately disclosed in the Statement of Comprehensive
Income.
Listed investments have been valued at the bid market price ruling at the
Statement of Financial Position 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 Statement of Financial Position date, the bid market or closing price on the
preceding business day.
Unlisted investments are valued in accordance with the International Private
Equity and Venture Capital Association (IPEVCA) 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, recent transactions 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 Group's financial instruments, including cash and cash
equivalents, interest and dividends and interest receivable and amounts due to
and from broker, 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.
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 7 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
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.
c) Other receivables
Other receivables do not carry any interest and are short term in nature and are
accordingly stated at their amortised cost as reduced by appropriate allowances
for impairment.
d) Cash and cash equivalents
Cash and cash equivalents consist of cash in hand and short term deposits in
banks with original maturities of less than three months.
e) Other Accruals and Payables
Other accruals and payables are not interest bearing and are stated at their
amortised cost.
f) Foreign Currency Translation
Items included in the Group's financial statements are measured using the
currency of 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 consolidated Statement of
Comprehensive Income.
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 consolidated Statement of Comprehensive
Income. Unrealised gains and losses arising on investments held at the
consolidated Statement of Financial Position date are also included in the
consolidated Statement of Comprehensive Income.
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 consolidated Statement of Comprehensive Income over
the period of the borrowings on an effective interest basis.
Financial liabilities are derecognised from the consolidated Statement of
Financial Position 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 represents the excess over nominal value of the fair value of
consideration received for equity shares, net of expenses of the share issue.
Share premium is debited for the excess of redemption price over par value of
shares.
Other Reserves and the Capital Redemption Reserve include all current and prior
results as disclosed in the consolidated Statement of Comprehensive Income.
Other Reserves also includes the excess over nominal value of the fair value of
consideration deducted on share buy-backs.
j) Expenses
Expenses are recognised in the consolidated Statement of Comprehensive Income
upon utilisation of the service or at the date they are incurred.
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, both UK registered. Subsidiaries are those entities
controlled by the Company. Control exists when the Company has the power to
govern the financial and operating policies of an entity so as to obtain
benefits from its activities.
The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that
control ceases. The financial statements have been prepared using uniform
accounting policies for like transactions and other events in similar
circumstances. All intra-group balances and transactions are eliminated in full
in preparing the consolidated financial statements.
3. Share Capital and Share Premium
a) Authorised Share Capital
+--------------------+------+----------+------+-+------------+----------+------------+
| | | | | | Number | | GBP |
| | | | | | of | | |
| | | | | | Shares | | |
+--------------------+------+----------+------+-+------------+----------+------------+
| Authorised: | | | | | | | |
+--------------------+------+----------+------+-+------------+----------+------------+
| Ordinary shares of | | | | | 90,000,000 | | 45,000,000 |
| 50p each | | | | | | | |
+--------------------+------+----------+------+-+------------+----------+------------+
b) Ordinary Shares Issued - 1 April 2009 to 31 March 2010
+----------------+----------+-------------+----------+------------+----------+------------+
| Ordinary | | Number | | Share | | Share |
| Shares of 50p | | of | | Capital | | Premium |
| each | | Shares | | GBP | | GBP |
+----------------+----------+-------------+----------+------------+----------+------------+
| At 1 April | | 23,776,649 | | 11,888,325 | | 42,696,509 |
| 2009 | | | | | | |
+----------------+----------+-------------+----------+------------+----------+------------+
| Cancellation | | (1,270,824) | | (635,413) | | - |
| of shares | | | | | | |
+----------------+----------+-------------+----------+------------+----------+------------+
| At 31 March | | 22,505,825 | | 11,252,912 | | 42,696,509 |
| 2010 | | | | | | |
+----------------+----------+-------------+----------+------------+----------+------------+
Ordinary Shares Issued - 1 April 2008 to 31 March 2009
+----------------+----------+-------------+----------+------------+----------+------------+
| Ordinary | | Number | | Share | | Share |
| Shares of 50p | | of | | Capital | | Premium |
| each | | Shares | | GBP | | GBP |
+----------------+----------+-------------+----------+------------+----------+------------+
| At 1 April | | 24,787,416 | | 12,393,708 | | 42,894,039 |
| 2008 | | | | | | |
+----------------+----------+-------------+----------+------------+----------+------------+
| Cancellation | | (1,010,767) | | (505,383) | | (197,530) |
| of shares | | | | | | |
+----------------+----------+-------------+----------+------------+----------+------------+
| At 31 March | | 23,776,649 | | 11,888,325 | | 42,696,509 |
| 2009 | | | | | | |
+----------------+----------+-------------+----------+------------+----------+------------+
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
gain of GBP12,238,319 (2009 - loss GBP21,819,627) and the weighted average
number of shares in issue during the year of 22,855,527 shares (2009 -
24,318,802 shares). In accordance with IAS 33 - Earnings per Share, the diluted
earnings per share is also disclosed. At 31 March 2010 there was no difference
in the diluted earnings per share calculation for the Ordinary Shares.
Enquiries:
Sara Bourne
BNP Paribas Fund Services (Guernsey) Limited Tel: 01481 750858
Alastair Moreton
Hannah Pearce
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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