TIDMOIG
RNS Number : 6956E
Oryx International Growth Fund Ld
05 July 2019
5 JULY 2019
FOR IMMEDIATE RELEASE
RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A., GUERNSEY
BRANCH FINAL RESULTS ANNOUNCEMENT
THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED
ANNOUNCE FINAL RESULTS FOR THE YEARED 31 MARCH 2019
A copy of the Company's Annual Report and Financial Statements
will be available via the following link:
www.oryxinternationalgrowthfund.co.uk
STRATEGIC REPORT
COMPANY OVERVIEW
Key Figures
(GBP in millions, except per share data) At 31 March At 31 March
2019 2018
Net Asset Value ("NAV") attributable to
shareholders
- Ordinary Shares 133.33 125.24
Investments 125.65 107.39
Cash and cash equivalents 7.93 18.74
Net Asset Value per share attributable
to shareholders
- Ordinary Shares 9.39 8.82
Share Price 7.68 7.60
Discount to Net Asset Value (18.21)% (13.83)%
Earnings per share 0.57 0.73
CHAIRMAN'S STATEMENT
I am pleased to report another good year of progress. For the
year ended 31 March 2019, the Net Asset Value per share rose by
6.5% following an increase last year of 10%. The cumulative three,
five and ten year returns are respectively 36%, 77% and 463% which
represents an outstanding decade of success of investing in smaller
companies. As I have said in the past, this validates the strategy
pursued by Christopher Mills and his management team of investing
in companies where value can be created through active
management.
The Company retains the authority to buy back shares both to
help manage the discount and to enhance shareholder value. In the
year under review, this authority was not used but it is the
Board's intention to renew it for a further year at the Annual
General Meeting. In line with our stated policy, the Board do not
intend paying a dividend.
Your Board continues to remain optimistic for the future. The
style of investment, while not immune to the ebbs and flows of the
stock market, is dependent on the skills built up over many years
by the Investment Manager, Harwood Capital LLP. While Britain and
the world economies as a whole faces many challenges, we still
continue to see new investment opportunities and successful
realisations which should underpin future growth.
Nigel Cayzer
Chairman
4 July 2019
INVESTMENT ADVISER'S REPORT
It is pleasing to note that the Company has had another
successful period of performance despite a challenging environment.
The net asset value per share rose by 6.5% which compares
favourably with an average fall of approximately 8% in the
appropriate indices during the twelve-month period under
review.
Quoted equities:
The rise in net asset value was positively impacted by the
takeovers of Bioquell Plc at a premium of 81% to its value at the
start of the year. The acquisitions of GBGI Limited and Tax Systems
Plc further contributed to the Company's outperformance of the
index. Finally, Augean Plc performed extremely well in 2018 as
management carried out its restructuring strategy and established
cash reserves to suitably cover any tax liability from the
HMRC.
The principal disappointment for the year was Goal Soccer
Centres Plc, which suffered several setbacks outside of its core
operations and Sportech, which fell following a modest profit
downgrade.
Unquoted equities:
The relatively small portfolio of unquoted holdings performed
well, mainly due to an upward revaluation of Jaguar following
excellent operating results. Antler Holdco Ltd was also revalued
following better than expected earnings. One new investment was
made in Hamsard Ltd, the leading European manufacturer of pest
control products.
Outlook:
Your Company continues to invest in existing holdings, as the
strong management teams have proven their capabilities in
navigating the uncertain socio-economic environment. Markets
recovered dramatically at the start of 2019 after showing signs of
a bear market in late 2018. While we are encouraged by this
recovery, the macro environment remains uncertain as Brexit, US
trade renegotiations and further political challenges in developed
markets continue to generate volatility.
We, however, remain confident in the portfolio and we expect it
to contribute to further growth in the net asset value of your
Company in the current year.
Harwood Capital LLP
4 July 2019
TEN LARGEST HOLDINGS
As at 31 March 2019 As at 31 March 2018
Holding Cost Fair % of Holding Cost Fair % of
Units Value NAV Units Value NAV
--------------------- ----------- ---------- ----------- ------ ------------ ---------- ----------- ------
EKF Diagnostics
Holdings Plc 37,963,591 4,317,714 11,996,495 9.00% 39,000,000 5,363,494 10,530,000 8.41%
----------- ---------- ----------- ------ ------------ ---------- ----------- ------
Augean Plc 8,500,000 3,453,810 8,075,000 6.06% - - - -
----------- ---------- ----------- ------ ------------ ---------- ----------- ------
Gleeson (M.J.)
Group Plc 1,000,000 1,959,223 8,040,000 6.03% 1,000,000 2,033,867 7,260,000 5.80%
----------- ---------- ----------- ------ ------------ ---------- ----------- ------
Bigblu Broadband
Plc 7,000,001 6,946,358 7,700,000 5.78% 100,000,000 6,548,358 8,600,000 6.87%
----------- ---------- ----------- ------ ------------ ---------- ----------- ------
Hargreaves Services
Plc 2,500,000 8,088,872 7,500,000 5.63% 1,250,000 4,130,373 4,125,000 3.29%
----------- ---------- ----------- ------ ------------ ---------- ----------- ------
Ergomed 4,000,000 6,855,833 6,600,000 4.95% - - - -
----------- ---------- ----------- ------ ------------ ---------- ----------- ------
Redcentric Plc 7,500,000 7,048,181 5,625,000 4.22% - - - -
----------- ---------- ----------- ------ ------------ ---------- ----------- ------
NAHL Group Plc 4,500,000 4,238,746 4,747,500 3.56% - - - -
----------- ---------- ----------- ------ ------------ ---------- ----------- ------
Renalytix Plc 2,780,001 2,138,298 3,753,000 2.81% - - - -
----------- ---------- ----------- ------ ------------ ---------- ----------- ------
Avingtrans Plc 1,760,000 5,390,891 3,500,000 2.64% - - - -
----------- ---------- ----------- ------ ------------ ---------- ----------- ------
EKF Diagnostics Holdings Plc
EKF Diagnostics is a global integrated market leader in medical
diagnostics, offering a large range of haemoglobin and haematocrit
analysers. Essentially, it focuses on diagnostics for the Point of
Care market, demonstrating a way to make blood and anaemia
screening more accessible and affordable. The business also has a
clinical laboratory division where its liquid reagents can be used
widely in analysers found in hospital laboratories.
The business is now focused primarily on the next phase of
growth, winning new contracts and launching products into key
markets, having recently signed an exclusive distribution deal in
the U.S to support its diabetes strategy. Net cash generation has
remained strong, with an uplift of GBP5 million in free cash on the
balance sheet. The group successfully raised GBP22.25 million and
spun-off Renalytix which was listed on the AIM market through an
IPO. Renalytix will be able to target diabetic patients who are at
risk of progressive kidney failure. Any further value created from
Renalytix will represent significant upside. EKF has recently
announced a GBP2 million share buyback program.
Augean Plc
Augean is the market leader specializing in hazardous waste
management practices, and provides waste management solutions
across the United Kingdom. The group is strategically positioned to
provide compliance and commercial solutions operated through five
business units: Energy & Construction, Radioactive Waste
Services, Industry and Infrastructure, Augean Integrated Services
and Augean North Sea Services.
The group is currently engaged in a legal process with HMRC over
supposed un-paid landfill tax assessments, the group believes that
taxes have been collected and paid correctly and is challenging the
HMRC's position.
The share price has increased over the last six months
reflecting delivery of strong underlying progress and winning
several new customers in industrial services and waste management.
The Company has reinvigorated its core businesses, exited
unprofitable operations and focused on cash generation, building
its net cash position to approximately GBP15 million.
Gleeson (M.J.) Group Plc
Gleeson Group operates two divisions, Gleeson Homes and Gleeson
Strategic Land. Gleeson Homes continues to show a strong increase
in revenues from previous years, driven by robust demand for
affordable housing among the group's core northern customer base.
Gleeson Strategic Land continues to enjoy continuing success in
securing residential planning permission as well as progressing the
sale of several of its southern UK sites, with a strong future
pipeline.
This twin track strategy continues to build momentum delivering
increased revenues, profits, cash and margins as management puts in
place the infrastructure to deliver its 2,000-homes a year target
by 2022. The Board announced that the dividend policy will be
increased by 33%, after an exceptional year. The balance sheet has
strengthened, and the core business model continues to scale
upwards.
Bigblu Broadband Plc
Bigblu Broadband, formerly "Satellite Solutions Worldwide",
operates as a leading global telecommunication offering very fast
broadband to rural communities, which traditional broadband
providers cannot deliver. The Company has established a strong
position as an alternative and rural broadband provider across
multiple geographies using satellite, fixed, wireless and 4G/5G
technologies. Organic growth is expected to accelerate, while
increased scale and further integration of previous acquisitions
should lead to improved margins and cash generation. A recent
partnership with Eutelsat will boost subscriber growth as the
Company expands its sales network.
The group is becoming the principal alternative broadband
provider in Australia and Europe. There is significant upside to
come through a combination of organic growth, strategic well-placed
acquisitions and joint venture partnerships agreements.
Hargreaves Services Plc
Hargreaves Services aims to deliver returns in three key asset
classes; Energy, infrastructure and the property sector. The
business has evolved from a traditional model of industrial
services and logistics to incorporate renewable energy, civil
engineering, land restoration and remediation. The Company has
developed a pipeline of opportunities with a land bank of 18,000
acres across the UK, which will have a mixed-use purpose of
residential, commercial property and industrial use.
The group has seen a strong performance in Germany and in its
industrial service segment, combined with substantial gains in the
Property and Energy portfolio. The group has successfully completed
the sale of Brockwell Energy Limited with funds from the sale being
applied to reducing short term debt. In January, the Company
announced the signing of a conditional contract with a housebuilder
for a plot at Blindwells, a development that is anticipated to
contribute to revenue for many years. The strategy remains focused
on simplifying the business while delivering strong returns within
the group whilst generating cash. The shares offer attractive
upside potential given the current price trades at a 30% discount
to book value.
Ergomed
Ergomed provides specialized services to the pharmaceutical
industry, which include clinical development and trial management
for drug development companies. The Company undertakes all facets
of clinical trial management, from Phase I to Phase IV, on behalf
of their clients. The group has continued to cut costs while
continuing its path to leadership positions in the attractive Prime
Vigilance and orphan drug development markets and has a strong
order book underpinning future growth.
Redcentric Plc
The Company is a leading UK IT managed services business that
provides IT and cloud services to meet its customer and client's
needs. The group benefits from an established reputation as an end
to end managed service provider delivering innovative technology to
improve business productivity and efficiency.
Redcentric is implementing a strategic review by cutting the
cost base, consolidating property and systems from its legacy
businesses throughout a challenging business environment. The
operating model has been transformed to migrate more customers to
the cloud. The group has been successful in winning new large
contracts recently demonstrated by the Yorkshire and Humber Public
Sector Network win, delivering an additional GBP15 million of
revenue. Cash control of the group has been well managed and debt
is falling rapidly. The focus is now on the management team to
continue to evolve the managed services market through the cloud
offering.
NAHL Group Plc
NAHL Group consists of a group of businesses providing products
and services to consumers in the UK legal services market. The
Company is mid-way through a strategic transition as regulatory
changes lowered demand for the previous business model. NAHL is
building a new brand of technology enabled law firm that focuses on
customer experience and high-volume processing of claims through to
final settlement through joint ventures with law firms and has
recently launched its own wholly owned law firm.
The Critical Care division is the brand leader in the
catastrophic injury segment of the medical reporting and
rehabilitation market and highlights the Company's growth
opportunity. Several new partnerships and contracts announced in
2018 that will contribute to increased profit in the coming
years.
Renalytix AI Plc
Renalytix AI plc was spun out of EKF Diagnostics in 2018. The
Company manufacturers artificial intelligence-enabled diagnostics
for kidney disease, serving patients on a global scale. The Company
recently announced the completion of a joint venture with AKESOgen,
an industry leading commercial laboratory facility and provider of
clinical trial precision medicine services. The partnership will
allow RenalytixAI to immediately scale operations to support
additional partnerships without incurring additional fixed
overhead. The Company has a strong management team and is supported
by the Icahn School of Medicine at Mt Sinai Hospital in New
York.
Avingtrans Plc
Avingtrans Plc is a leading provider of highly skilled
engineering components, systems and services to medial, energy and
traffic management industries worldwide. The business operates as a
buy and build strategy and looks to find undervalued business as
add-ons in niche engineering sectors of the market. The company
recently announced 2 material aftermarket contracts in the US and
South Korea to upgrade and refurbish nuclear reactors.
INVESTMENT SCHEDULE
as at 31 March 2019, expressed in GBP Sterling
Holding Fair Value Proportion of
Units Net Assets
GBP %
LISTED INVESTMENTS
Great Britain - Equities (84.32%,
2018: 77.02%)
1Spatial Plc 5,000,000 1,500,000 1.13
7 Digital Group Plc 10,000,000 115,000 0.09
Animalcare Group Plc 1,297,500 1,518,075 1.14
Apc Technology Group Plc 9,000,000 562,500 0.42
Arden Partners Plc 600,000 144,000 0.11
Assetco Plc 1,050,000 3,255,000 2.44
Audioboom Group Plc 15,000,000 337,500 0.25
Augean Plc 8,500,000 8,075,000 6.06
Avingtrans Plc 1,760,000 3,520,000 2.64
Benchmark Holdings Plc 7,000,000 3,500,000 2.63
Bigblu Broadband Plc 7,000,001 7,700,000 5.78
Brady Plc 1,000,000 570,000 0.43
Catalyst Media Group Plc 3,125,000 2,125,000 1.59
Drives Group Plc 52,500 29,925 0.02
Easyhotel Plc 2,375,000 1,591,250 1.19
Eckoh Plc 5,000,000 1,850,000 1.38
EKF Diagnostics Holdings Plc 37,963,591 11,996,495 9.00
Ergomed Plc 4,000,000 6,600,000 4.95
Flowtech Fluidpower Plc 1,485,000 1,574,100 1.18
Gordon Dadds Plc 225,000 270,000 0.20
Hargreaves Services Plc 2,500,000 7,500,000 5.63
Harwood Wealth Management Group
Plc 2,500,000 3,250,000 2.44
HML Holdings Plc 6,120,071 1,774,820 1.33
Lakehouse Plc 10,000,000 2,850,000 2.14
Gleeson (M.J.) Group Plc 1,000,000 8,040,000 6.03
Nahl Group Plc 4,500,000 4,747,500 3.56
Nasstar Plc 30,000,000 3,480,000 2.61
Omega Diagnostics Group Plc 14,221,692 1,848,820 1.38
Photo-Me International Plc 1,000,000 798,000 0.60
Plastics Capital Plc 1,925,000 1,828,750 1.37
Yourgene Health Plc 10,000,000 1,200,000 0.90
Premier Technical Services Group
Plc 125,000 156,250 0.12
Real Good Food Plc 2,500,000 137,500 0.10
Redcentric Plc 7,500,000 5,625,000 4.22
Smartspace Software Plc 425,000 352,750 0.26
Renalytix Al Plc 2,780,001 3,753,000 2.81
Sportech Plc 8,750,000 3,281,250 2.46
Ten Entertainment Group Plc 1,500,000 3,300,000 2.48
Tekmar Group Plc 1,000,000 1,050,000 0.79
Warpaint London Plc 200,000 190,000 0.14
Water Intelligence Plc 150,000 420,000 0.32
112,417,485 84.32
British Virgin Islands - Equities (2.12%,
2018: 3.91%)
Minds + Machines Group Limited 50,450,000 2,825,200 2.12
2,825,200 2.12
France - Equities (0.00%, 2018: 0.18%)
Novacyt - - 0.00
- 0.00
USA - Equities (0.60%, 2018:
0.60%)
Spectra Systems Corp 650,000 799,500 0.60
799,500 0.60
Total listed investments 116,042,185 87.04
----------------------------------- ------------ ------------ --------------------
UNLISTED INVESTMENTS
Great Britain - Debt (1.90%,
2018: 0.96%)
Sherwood Holdings Limited
Loan Notes 10,381,688 882,443 0.66
Loan 450,016 450,016 0.34
Hamsard Limited
Loan Notes 557,424 480,333 0.36
Loan 836,136 720,498 0.54
---------------------------------------- ------------------ -------------------- ---------------------
2,533,290 1.90
Great Britain - Equities (2.21%,
2018: 1.26%)
365 Agile Group Plc 305,210 - -
Antler Holdco Limited 5,853 458,875 0.35
Goals Soccer Centres Plc 5,091,500 1,120,130 0.84
Celsis Group Limited 7,129 - -
IPT Group Limited 112,498 - -
Public Services Properties Investments
Limited 30,000 93,000 0.07
Sherwood Holdings Limited 8,333,333 - -
Hamsard Limited 6,440 5,549 0.00
Sinav Limited 437,033 167,696 0.13
Tradewise Group of Companies
Limited 1,094,528 1,094,528 0.82
2,939,778 2.21
Great Britain - Limited Partnership Interest
(0.47%, 2018: 0.50%)
BDB1 LLP - - -
Viking Investments 2 LP 630,118 630,118 0.47
---------------------------------------- ------------------ -------------------- ---------------------
630,118 0.47
USA - Equities (2.62%, 2018:
1.31%)
Jaguar Holdings Limited 1,331,522 3,499,800 2.62
3,499,800 2.62
Total unlisted investments 9,602,986 7.20
---------------------------------------- ------------------ -------------------- ---------------------
Total investments 125,645,171 94.24
Cash 7,934,548 5.95
Other net current liabilities (253,821) (0.19)
Total net assets 133,325,898 100.00
---------------------------------------- ------------------ -------------------- ---------------------
Refer to Note 15 for further information on Segment
Information.
Principal Activities and Business Review
The principal activity of the Company is to carry out business
as an investment company. The Directors do not envisage any changes
in this activity for the foreseeable future.
Structure
The Company is a Guernsey Authorised Closed-Ended Collective
Investment Scheme pursuant to the Protection of Investors
(Bailiwick of Guernsey) Law 1987, as amended, and the Authorised
Closed Ended Investment Scheme Rules 2008 issued by the Guernsey
Financial Services Commission. It was incorporated and registered
with limited liability in Guernsey on 2 December 1994, with
registration number 28917. The Company has a premium listing on the
Main Market of the London Stock Exchange.
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
procedures 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 that the Company's assets will
normally be fully invested. 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 key risk controls employed by the
Investment Manager is disclosed in Note 16 of the financial
statements. An analysis of the Company's portfolio is disclosed
above including a description of the ten largest equity
investments. At the year end the Company's portfolio consisted of
56 holdings (2018: 55 holdings). The top 10 holdings represented
50.68% (2018: 44.92%) 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 the investment policy. The
Company does not currently have any borrowings.
The Company may only make material changes to its investment
policy 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
percent 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 percent 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 percent of its
assets in securities of any one company or single issuer;
(f) it will not invest more than 35 percent 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 percent 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 it holding
50 percent 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 percent of its assets in
units of unit trusts or shares or other forms of participation in
managed open-ended investment vehicles;
(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 percent 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 percent 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;
and
(j) the Company will ensure gearing does not exceed 20% of net assets.
Principal Risks and Uncertainties
The Directors confirm that they have carried out a robust
assessment of the principal risks facing the Company, including
those that would threaten its business model, future performance,
solvency, or liquidity.
The Board is responsible for the Company's system of internal
controls and for reviewing its effectiveness. The Board also
monitors the investment limits and restrictions set out in the
Company's investment objective and policy.
The principal risks that have been identified and the steps
taken by the Board to mitigate these are as follows:
Investment activity and performance
An inappropriate investment strategy may result in under
performance against the Company's objectives. The Board manages
these risks by ensuring a diversification of investments. The
Investment Manager operates in accordance with the investment
limits and restrictions policy determined by the Board. The
Directors review the limits and restrictions on a regular basis and
the Administrator monitors adherence to the limits and restrictions
every month and notifies the Board of any breach. The Investment
Manager provides the Board with management information including
performance data and reports, and the Stockbroker provides
shareholder analysis. The Directors monitor the implementation and
results of the investment process with the Investment Manager at
each Board meeting and monitor risk factors in respect of the
portfolio. Investment strategy is reviewed regularly.
Level of discount or premium
A discount or premium to NAV can occur for a variety of reasons,
including market conditions or to the extent investors undervalue
the management activities of the Investment Manager or discount
their valuation methodology and judgement. While the Directors may
seek to mitigate any discount to NAV per Share through share
buybacks, there can be no guarantee that they will do so and the
Directors accept no responsibility for any failure of any such
strategy to effect a reduction in any discount or premium.
Market price risk
The fair value or future cash flows of a financial instrument
held by the Company may fluctuate because of changes in market
prices. This market risk comprises currency risk, interest rate
risk and other price risk. The Directors review and agree policies
for managing these risks. The policies have remained substantially
unchanged during the year under review. The Investment Manager
assesses the exposure to market risk when making each investment
decision and monitors the overall level of market price risk on the
investment portfolio on an ongoing basis.
Details of how the Board monitors the services provided by the
Investment Manager and the Administrator, and the key elements
designed to provide effective internal control are explained
further in the internal controls section of the Corporate
Governance Statement, which is set out on below.
Management, Administration and Custody Arrangements
Pursuant to the Management Agreement dated 14 May 2002, which
was novated on 29 December 2003, Harwood Capital LLP provides
management services to the Company. The principal contents of the
Investment Management Agreement are disclosed in Note 4 to these
financial statements. The Management Agreement continues unless
terminated by either party on not less than twelve months' notice,
in writing or may be terminated forthwith as a result of a material
breach of the agreement or the insolvency of either party. No
compensation is payable on termination of the Agreement. The Board
reviews the performance of the Investment Manager, who carries out
the investment decisions for and on behalf of the Company. In the
opinion of the Directors, the continued appointment of the current
Investment Manager on the terms agreed is in the interests of the
Company's shareholders as a whole. The Investment Manager has wide
experience in managing and administering investment companies.
Please see Note 4 of the Financial Statements for details on the
remuneration of the Investment Manager and the Investment
Adviser.
Harwood Capital LLP was authorised by the Financial Conduct
Authority ("FCA"), on 27 October 2014, as a Small Authorised UK
Alternative Investment Fund Manager ('AIFM') under the Alternative
Investment Fund Managers Directive (the "AIFMD") and the Company
has been included in Harwood Capital LLP's Schedule of Alternative
Investment Funds ("AIFs"). As a Small Authorised UK AIFM, Harwood
Capital LLP is not subject to the full scope of the Directive but
must report to the FCA annually on the Company and the other AIFs
that it manages.
Administration, Custodian and Company Secretarial Services are
provided to the Company by BNP Paribas Securities Services S.C.A.,
Guernsey Branch.
Registrar services are provided by Link Market Services
(Guernsey) Limited.
Related Parties
The Investment Adviser and Directors are considered to be
related parties. Please refer to Note 18 of the Financial
Statements for further detail.
Financial Review
At 31 March 2019, the net assets of the Company were
GBP133,325,898 (2018: GBP125,241,513). The Net Asset Value per
Ordinary Share was GBP9.39 (2018: GBP8.82). Details on the share
returns are under Note 14 of the Financial Statements.
Dividend Policy
To the extent that any dividends are paid they will be paid in
accordance with any applicable laws and regulations of the UK
Listing Rules and the requirements of the Companies (Guernsey) Law,
2008 (as amended). The Directors do not propose payment of a
dividend for the year ended 31 March 2019 (2018: Nil).
Performance Measurement and Key Performance Indicators
In order to measure the success of the Company in meeting its
objectives and to evaluate the performance of the Investment
Manager, the Directors take into account the following performance
indicators:
-- Returns and NAV - The Board reviews at each meeting the
performance of the portfolio as well as the NAV and share price of
the Company.
For and on behalf of the Board
Nigel Cayzer
Chairman
4 July 2019
DIRECTORS' REPORT
The Directors present their report and the financial statements
of the Company for the year ended 31 March 2019.
Share Capital
The Company's issued share capital as at 31 March 2019 consisted
of 14,192,125 Ordinary Shares of 50p nominal value each. All shares
hold equal rights with no restrictions and no shares carry special
rights with regard to the control of the Company.
During the year ended 31 March 2019 and up to the date of
approval of these financial statements the Company has not
purchased any Ordinary Shares for cancellation.
Buybacks
At the Annual General Meeting ("AGM") of the Company held in
August 2018, the Directors were granted the general authority to
purchase in the market up to 10% of the Ordinary Shares of each
class in issue (as at 30 August 2018). This authority will expire
at the forthcoming AGM. The Directors intend to seek annual renewal
of this authority from the shareholders.
Pursuant to this authority, and subject to the Companies
(Guernsey) Law, 2008 and the discretion of the Directors, the
Company may purchase Ordinary Shares of a particular class in the
market on an ongoing basis with a view to addressing any imbalance
between the supply of and demand for Ordinary Shares of such class,
thereby increasing the Net Asset Value per Ordinary Share of that
class and assisting in controlling the discount to Net Asset Value
per Ordinary Share of that class in relation to the price at which
the Ordinary Shares of such class may be trading.
Substantial Share Interests
Based upon information deemed to be reliable as provided by the
Company's registrar, as at 31 March 2019 the following shareholders
owned 5% or more of the issued ordinary shares of the Company.
Number of Ordinary Percentage of share
shares class (%)
--------------------------------- ------------------- --------------------
The Bank of New York (Nominees)
Limited * 8,336,965 58.74%
* The Bank of New York (Nominees) Limited is nominee for North
Atlantic Smaller Companies Investment Trust plc "NASCIT". NASCIT
has a holding of 7,360,000 Ordinary Shares in the Company. NASCIT
is a related party and further information is detailed in Note 18
to these Financial Statements.
Notifications of Shareholdings
As at 31 March 2019, the Company had been notified in accordance
with Chapter 5 of the Disclosure Guidance and Transparency Rules
(which covers the acquisition and disposal of major shareholdings
and voting rights), of the following shareholders that had an
interest of greater than 5% in the Company's issued share
capital.
Number of Shares Percentage of total
voting rights (%)
------------------------- ----------------- --------------------
Harwood Capital LLP (1) 7,360,000 51.86%
Between 1 April 2019 and approval date of the financial
statements, no additional notifications were received.
(1) Harwood Capital LLP as Investment Manager of NASCIT made the
notification of shareholding. However the 7,360,000 shares are held
by NASCIT.
Life of the Company
The Company does not have a fixed life. However, under Article
51 of the Articles of Incorporation, the Directors shall give due
notice of and propose or cause to be proposed a special resolution
that the Company be wound up at the AGM of the Company every two
years from 2011 onwards. Notices were tabled at the 2011, 2013,
2015 and 2017 AGMs, and in each case were not carried. This was in
line with the Board's recommendation to shareholders to vote
against these resolutions. The next notice will be given in the
2019 AGM documents, where the Board will recommend that
shareholders vote against this resolution.
Going Concern
The Directors have considered the Company's investment objective
and risk management policy, its assets and the expected income and
return from its investments. The Directors are of the opinion that
the Company is able to meet its liabilities and ongoing expenses as
they fall due and they have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for the foreseeable future. The Directors have a reasonable
expectation that the special resolution outlined in Article 51 of
the Articles of Incorporation and under "Life of the Company" will
not be passed at the AGM in 2019. Accordingly, these financial
statements have been prepared on a going concern basis and the
Directors believe it is appropriate to continue to adopt this basis
for a period of at least 12 months from the date of approval of
these financial statements.
The going concern statement required by the Listing Rules and
the UK Corporate Governance Code is set out above and in the
Statement of Directors' Responsibilities.
Viability Statement
At least once a year the Directors are required to carry out a
robust assessment of the principal risks and make a statement which
explains how they have assessed the prospects of the Company, over
what period they have done so and why they consider that period to
be appropriate, taking into account the Company's current position
and principal risks. The principal risks faced by the Company are
described above.
The prospects of the Company are driven by its investment
strategy, objectives and policy as summarised above, and also by
the conditions in the markets in which the Company invests and the
financial market in general.
In assessing the prospects of the Company, the Directors have,
in addition to taking into account the principal risks facing the
Company, taken into account the Company's current position, which
has included a process encompassing an examination of:
(i) the Investment Manager's view of the market conditions and
investment opportunities in the market to which the Company is
exposed, taking into consideration the financial markets
generally;
(ii) the liquidity and prospects of the underlying positions of the Company;
(iii) the extent to which the Company directly or indirectly uses gearing; and
(iv) the liquidity of the companies in which the Company invests.
Based on the results of their assessment process, the Directors
have concluded that a period of three years from the Statement of
Financial Position date is an appropriate period over which to
assess the prospects of the Company. Three years is deemed an
appropriate time period given the expected holding period needed to
realize the company's investment thesis from individual
investments, the general economic outlook, and the time needed for
realization of contingencies or claims. Consideration was also
given to the absence of bank borrowings as well as the Company
being a closed end investment company. Based on this, combined with
the level of cash held and listed investment holdings, the
Directors have a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as they fall
due within this period of assessment. This three year time period
assumes that the special resolution outlined in Article 51 of the
Articles of Incorporation, and under "Life of the Company" is not
passed at the AGM in 2019.
Disclosure of Information to Auditors
The Directors who were members of the Board at the time of
approving this Report are listed below. Each of those Directors
confirms that:
-- to the best of his knowledge and belief, there is no
information relevant to the preparation of their report of which
the Auditor is unaware; and
-- he has taken all steps a Director might reasonably be
expected to have taken to be aware of relevant audit information
and to establish that the Company's Auditor is aware of that
information.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from its
operations for the year to 31 March 2019 (2018: none), nor does it
have responsibility for any other emissions producing sources.
For and on behalf of the Board
Nigel Cayzer
Chairman
4 July 2019
CORPORATE GOVERNANCE REPORT
Applicable Corporate Governance Codes
The Board has considered how the principles and provisions of
The UK Corporate Governance Code 2016 ("the Code") have been
applied by the Company and has reported against this Code (and the
associated FRC Guidance on Audit Committees). A copy of the Code
can be found at www.frc.org.uk. The Board acknowledges the
publication of The UK Corporate Governance Code 2018 (published in
July 2018) which applies to accounting periods beginning on or
after 1 January 2019 and, therefore, the Company will report
against it in its financial statements for the year ending 31 March
2020.
The Guernsey Financial Services Commission ("GFSC") have stated
in the "Finance Sector Code of Corporate Governance" ("GFSC Code")
that companies which report against the UK Corporate Governance
Code are deemed to meet the GFSC Code, and need take no further
action.
Corporate Governance Statement
The Company has complied with the recommendations of the Code,
except as set out below and elsewhere in the Corporate Governance
Report.
The role of the chief executive
Since all the Directors are non-executive and day-to-day
management responsibilities are sub-contracted to the Investment
Manager, the Company does not have a Chief Executive Officer.
Executive directors' remuneration
As the Board has no executive directors, it is not required to
comply with the principles of the Code in respect of executive
directors' remuneration. Directors' fees are detailed in the
Directors' Remuneration Report.
Internal audit function
As the Company delegates to third parties its day-to-day
operations and has no employees, the Board has determined that
there is no requirement for an internal audit function. The
Directors review annually whether a function equivalent to an
internal audit is needed and will continue to monitor its systems
of internal controls in order to provide assurance that they
operate as intended.
The Company complies with the corporate governance statement
requirements pursuant to the FCA's Disclosure Guidance and
Transparency Rules by virtue of the information included in the
Corporate Governance section of the Annual Report together with
information contained in the Strategic Report and the Directors'
Report.
The Directors believe that this report and financial statements
presents a fair, balanced and understandable assessment of the
Company's position and prospects, and provides the information
necessary for shareholders to assess the Company's performance,
business model and strategy.
Remuneration and Management Engagement Committee
The Board has not deemed it necessary to appoint a Remuneration
or Management Engagement Committee as, being comprised of a
majority of independent Directors; the whole Board considers these
matters on an ongoing basis.
As the Company does not have any employees, the Board or Audit
Committee have not established arrangements by which staff of the
Company may, in confidence, raise concerns about possible
improprieties in matters of financial reporting or other
matters.
Directors
Nigel Cayzer (Chairman)
British
Nigel Cayzer is Chairman of Aberdeen Asian Smaller Companies
Investment Trust PLC. He is also a director of a number of private
companies. He has been Chairman or a director of a number of
Investment Companies and was Chairman of Maggie's, a leading cancer
charity, from 2005 until 2014.
Sidney Cabessa
French
Sidney Cabessa is also a director of Club-Sagem and
Mercator/Nature et découvertes. He was Chairman of CIC Finance, an
Investment Fund and a subsidiary of French banking group, CIC -
Credit Mutuel and was previously a Director of other investment
companies. He has previously been Senior Adviser with Rothschild
and Co (2012 to 2017); and is now Senior Adviser at Essling
Capital. He is also a director of Harwood Capital Management
Limited.
Walid Chatila
Canadian
Walid Chatila is a retired Certified Public Accountant (Texas
1984) and a Certified Professional Accountant (Ontario 1991). His
career includes international audit and special assignment
experience mostly in financial services in the Middle East and
North America from 1983 to 1993. A resident of Abu Dhabi, United
Arab Emirates, since 1993, he was the Finance Director of Emirates
Holdings from 1994 to 2006, and between 2006 and 2011, he assumed
the role of General Manager of Al Nowais Investment LLC. He was
also the General Manager of Arab Development Establishment until
June 2017.
Rupert Evans
British
Rupert Evans is a Guernsey Advocate and was a partner in the
firm of Ozannes between 1982 and 2003, since then he has been a
consultant to Ozannes (now Mourant Ozannes). He is a non-executive
director of a number of other investment companies some of which
are quoted on recognised stock exchanges. He is a Guernsey
resident.
Christopher Mills
British
Christopher Mills is a Partner and the Chief Executive Officer
of Harwood Capital LLP. He is also Chief Investment Officer of
North Atlantic Smaller Companies Investment Trust plc ("NASCIT").
NASCIT is the winner of numerous Micropal and S&P Investment
Trust awards. In addition, he is a non-executive director of
numerous UK companies which are either currently, or have in the
past five years been, publicly quoted.
John Grace
New Zealander
John Grace is actively involved in the management of several
global businesses including asset management, financial services,
and real estate. He is a Director and Founder of Sterling Grace
International Ltd. Sterling Grace and its affiliates manage
investments for high net-worth investors, institutions and
investment partnerships. The Company is active in global money
management, financial services, private equity and real estate
investments. He is also Chairman of Trustees Executors Holdings
Ltd, owner of the premier and oldest New Zealand trust company
established in 1882. It is the market leader in the corporate trust
business. Its clients include government divisions, corporations
and banks. The Company is active in wholesale financial services
including trust accounting, securities custody and mutual fund
registry. It is also actively engaged in the personal trust
business. He graduated from Georgetown University. He has served as
a director of numerous public companies and charities. He currently
supports genetic research and education initiatives in science at
the university of Lausanne, EPFL École polytechnique fédérale de
Lausanne and CERN, the European Organization for Nuclear
Research.
John Radziwill
British
John Radziwill is currently a director of INTL FC Stone,
Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth Street
Capital Ltd and Netsurion Ltd. In the past ten years, he also
served as a director of Acquisitor Plc and Acquisitor Holdings
(Bermuda) Ltd, Air Express International Corp., Radix Ventures Inc,
Baltimore Capital Plc, Lionheart Group Inc, USA Micro Cap Value Co
Ltd and Radix Organisation Inc. Mr Radziwill is a member of the Bar
of England and Wales.
Our Governance Framework
Chairman
Nigel Cayzer
Responsibilities:
The leadership, operation and governance of the Board, ensuring effectiveness,
and setting the agenda for the Board.
--------------------------------------------------------------------------------------
The Board Members of Oryx International Growth Fund Limited:
Nigel Cayzer (Chairman), Sidney Cabessa, Walid Chatila, Rupert Evans,
John Grace, Christopher Mills and John Radziwill.
The Board members, except for Christopher Mills who is a Partner
of the Investment Manager and Sidney Cabessa who is a Director of
Harwood Capital Management Limited, are all independent Directors.
Additionally, the Board members are all non-executive Directors.
Responsibilities:
Overall conduct of the Company's business and setting the Company's
strategy.
More details below.
--------------------------------------------------------------------------------------
Nomination Committee Audit Committee
Members: Members:
Nigel Cayzer (Chairman) Walid Chatila (Chairman)
Sidney Cabessa Rupert Evans
Walid Chatila John Radziwill
Rupert Evans
John Grace
John Radziwill
Responsibilities: Responsibilities:
To ensure the Board comprises individuals The provision of effective governance
with the necessary skills, knowledge over the appropriateness of the
and experience to ensure that the Company's financial reporting including
Board is effective in discharging the adequacy of related disclosures,
its responsibilities and oversight the performance of the external
of all matters relating to corporate auditors, and the management of
governance. the Company's systems of internal
financial and operating controls
and business risks.
------------------------------------------- -----------------------------------------
Board Independence and Composition
The Board
The Board is comprised of five independent non-executive
Directors including the Chairman Nigel Cayzer and two
non-independent Directors, Christopher Mills who is an employee of
the Investment Manager and Sidney Cabessa who is a Director of
Harwood Capital Management Limited. The biographical details of the
Directors holding office at the date of this report are listed
above, and demonstrate a breadth of investment, accounting and
professional experience. The Board does not consider it necessary
to appoint a Senior Independent Director, as it is considered that
all the Directors have different qualities and areas of expertise
on which they may lead where issues arise and to whom concerns can
be conveyed. The performance of the Company is considered in detail
at each board meeting. An evaluation of Directors' performance,
their independence and the work of the Board as a whole and its
committees is reviewed annually by the Nominations Committee. The
Directors also review the Chairman's performance, without the
Chairman present. The Board considers that independence is not
compromised by the length of tenure and that it has the appropriate
balance of skills, experience, ages and length of service in the
circumstances. The majority of the Board is considered to be
independent.
The Investment Manager takes decisions as to the purchase and
sale of individual investments. The Directors have access to the
advice and services of the Company Secretary through its appointed
representatives who are responsible to the Board for ensuring that
Board procedures are followed and that applicable rules and
regulations are complied with. Directors are able to have access to
independent professional advice at the Company's expense if they
judge it necessary to discharge their responsibilities as
directors. To enable the Board to function effectively and allow
Directors to discharge their responsibilities, full and timely
access is given to all relevant information.
The Company Secretary, BNP Paribas Securities Services S.C.A.,
Guernsey Branch through its representative, acts as Secretary to
the Board and Committees and in doing so it:
-- assists the Chairman in ensuring that all Directors have full
and timely access to all relevant documentation;
-- organises induction of new Directors; and
-- is responsible for ensuring that the correct Board procedures
are followed and advises the Board on corporate governance
matters.
Dates of Directors' Appointment and Resignation
Director Date of Appointment Date of Resignation
------------------ -------------------- --------------------
Nigel Cayzer 3 December 1994
Sidney Cabessa 3 June 2003
Walid Chatila 27 September 2005
Rupert Evans 3 December 1994
John Grace 8 March 2011
Christopher Mills 3 December 1994
John Radziwill 1 May 2007
------------------ -------------------- --------------------
Directors' Appointment and Re-election
No Director has a service contract with the Company. Any
Director may resign in writing to the Board at any time.
The Articles of Incorporation provide that Directors are
initially appointed until the following AGM when, it is required
that they be re-elected by shareholders. The Articles of
Incorporation also provide that each year one-third of the
Directors shall retire by rotation. The retiring Directors will
then be eligible for reappointment. Accordingly, John Grace will
retire by rotation and, will seek re-election to the Board at the
AGM.
Having served for more than nine years as non-executive
directors and in accordance with the Code, Nigel Cayzer, Sidney
Cabessa, Walid Chatila, Rupert Evans, and John Radziwill are
retiring and, being eligible, will seek re-election to the Board at
the forthcoming AGM.
In accordance with Listing Rule 15.2.13A, which requires
Directors or members of the Investment Manager to be subject to
annual election, Christopher Mills is a member of the Investment
Manager, and accordingly, is retiring and, being eligible, will
seek re-election to the Board.
The Board continues to believe that Mr Cayzer, Mr Chatila, Mr
Evans, Mr Radziwill and Mr Grace are independent and that all
Directors standing for re-election make an effective and valuable
contribution to the Board and that the Company should support their
re-election.
Responsibilities
The Board meets at least four times each year and deals with the
important aspects of the Company's affairs including the setting
and monitoring of investment strategy, and the review of investment
performance. The Investment Manager takes decisions as to the
purchase and sale of individual investments, in line with the
investment policy and strategy set by the Board. The Investment
Manager together with the Company Secretary also ensures that all
Directors receive, in a timely manner, all relevant management,
regulatory and financial information relating to the Company and
its portfolio of investments. A representative of the Investment
Manager attends each quarterly Board meeting, enabling Directors to
question any matters of concern or seek clarification on certain
issues. Matters specifically reserved for decision by the full
Board have been defined and a procedure adopted for Directors in
the furtherance of their duties to take independent professional
advice at the expense of the Company.
Tenure
The Board has adopted a policy on tenure that is considered
appropriate for an investment company. The Board does not believe
that length of service, by itself, leads to a closer relationship
with the Investment Manager or necessarily affects a Director's
independence. The Board's tenure and succession policy seeks to
ensure that the Board is well-balanced and will be refreshed from
time to time by the appointment of new Directors with the skills
and experience necessary to replace those lost by Directors'
retirements. Directors must be able to demonstrate their commitment
to the Company. The Board seeks to encompass relevant past and
current experience of various areas relevant to the Company's
business.
Conflict of Interests
Directors are required to disclose all actual and potential
conflicts of interest to the Board as they arise for consideration
and the Board may impose restrictions or refuse to authorise
conflicts if deemed appropriate. The Directors have undertaken to
notify the Company Secretary as soon as they become aware of any
new potential conflicts of interest that would need to be approved
by the Board. Only Directors who have no material interest in the
matter being considered will be able to participate in the Board
approval process.
It has also been agreed that the Directors will advise the
Chairman and the Company Secretary in advance of any proposed
external appointment. None of the Directors, except Christopher
Mills, had a material interest in any contract, which is
significant to the Company's business. Note 18 provides further
details on the material interests of Christopher Mills. The
Directors' Remuneration Report provides information on the
remuneration and interests of the Directors.
Performance evaluation
The Board has adopted a formal annual evaluation of its own
performance and that of its Committees and individual Directors.
The last evaluation took place in 2019 and was led by the Chairman.
The Chairman was not involved in the evaluation of his own
performance.
The evaluation is conducted utilising a questionnaire. The Board
has developed criteria for use at the evaluation, which focuses on
the individual contribution to the Board and its Committees made by
each Director and the Chairman, each Director's independence and
the responsibilities, composition and agenda of the Committees and
of the Board itself. A review of Board composition and balance,
including succession planning for appointments to the Board, is
included as part of the annual performance evaluation. The
non-executive Directors also meet without the Chairman present to
appraise his performance.
During the annual Board evaluation in 2019, it was concluded
that all Directors with the exception of Messer's Mills and Cabessa
were independent. It was confirmed that the Chairman and all
Directors felt well prepared and able to participate fully at Board
meetings, with a good understanding of the markets and investments
of the Company. It was agreed that all relevant topics were fully
discussed at effective Board meetings, with the board having a good
range of competencies and skills.
The Board will continue to review its procedures, its
effectiveness and development in the year ahead.
Induction/Information and Professional Development
Directors are provided, on a regular basis, with key information
on the Company's policies, regulatory requirements and its internal
controls. Regulatory and legislative changes affecting Directors'
responsibilities are advised to the Board as they arise, along with
changes to best practice from, amongst others, the Company
Secretary and the Auditor. Advisers to the Company also prepare
reports for the Board from time to time on relevant topics and
issues.
When a new Director is appointed to the Board, they will be
provided with all relevant information regarding the Company and
their respective duties and responsibilities as a Director. In
addition, a new Director will also spend time with representatives
of the Investment Manager in order to learn more about their
processes and procedures.
Independent Advice
The Board recognises that there may be occasions when one or
more of the Directors feels it is necessary to take independent
legal advice at the Company's expense. A procedure has been adopted
to enable them to do so, which is managed by the Company
Secretary.
Directors' Indemnity
To the extent permitted by Guernsey law, the Company's Articles
of Incorporation provide an indemnity for the Directors against any
liability except such (if any) as they shall incur by or through
their own breach of trust, breach of duty or negligence.
During the year the Company has maintained insurance cover for
its Directors and Officers under a Directors' and Officers'
liability insurance policy.
Board Meetings
The Board meets at least quarterly. Certain matters are
considered at all Board meetings including the performance of the
investments, NAV and share price and associated matters such as
asset allocation and investor relations. Consideration is also
given to administration and corporate governance matters, and where
applicable, reports are received from the Board committees.
Directors unable to attend a Board meeting are provided with the
Board papers and can discuss issues arising in the meeting with the
Chairman or another non-executive Director.
Attendance at scheduled meetings of the Board and its committees
in the 2018/19 financial year
Board* Audit Nomination Committee
Committee * *
-------------------- ------- ------------- ---------------------
Number of meetings
during the year 4 3 1
-------------------- ------- ------------- ---------------------
Nigel Cayzer 3 - 1
Sidney Cabessa 4 - 1
Walid Chatila 3 3 1
Rupert Evans 3 3 1
Christopher Mills 3 - -
John Grace 4 - -
John Radziwill 4 3 -
-------------------- ------- ------------- ---------------------
* The 4(th) Board Meeting, the Nomination Committee and 3(rd)
Audit Committee Meetings for the period ended 31 March 2018 were
held on 12 April 2018. These meetings have, therefore, not been
included in the attendance schedule above.
The 4(th) Board Meeting for the period ended 31 March 2019 was
attended by Messrs Evans and Cayzer by telephone but did not form
part of the quorum. Mr Mills attended this meeting in his capacity
as representative of the Investment Manager but did not form part
of the quorum.
The Nomination Committee was held on 4 July 2019.
In addition to these meetings, an ad-hoc Board meeting was held
during the year to signoff for the Financial Statements.
Board Committees
The Board has established a Nomination and an Audit Committee
with defined terms of reference and duties. Further details of
these committees can be found below. The terms of reference for
each committee can be found on the Company's website
www.oryxinternationalgrowthfund.co.uk
Nomination Committee
Membership:
Nigel Cayzer - Chairman (Independent non-executive Director)
Sidney Cabessa (Non-executive Director)
Walid Chatila (Independent non-executive Director)
Rupert Evans (Independent non-executive Director)
John Grace (Independent non-executive Director)
John Radziwill (Independent non-executive Director)
The Board believes it is appropriate for the Company Chairman to
also be Chairman of the Nomination Committee as he is an
independent non-executive Director.
Key Objectives
To evaluate the effectiveness of the Board and its Committees
and to evaluate the balance of skills, knowledge and experience on
the Board and the division of responsibilities between the Board
and the Investment Manager. The Nomination Committee also meets as
and when appropriate to replace Directors who retire from the
Board, leading the process for Board appointments and making
recommendations to the Board.
Responsibilities
-- Regularly reviews and makes recommendations in relation to
the structure, size and composition of the board including the
diversity and balance of skills, knowledge and experience, and the
independence of the non-executive Directors;
-- Oversees the performance evaluation of the Board, its committees and individual Directors;
-- Reviews the tenure of each of the non-executive Directors;
-- Leads the process for identifying and making recommendations
to the Board regarding candidates for appointment as Directors,
giving full consideration to succession planning and the leadership
needs of the Company;
-- Makes recommendations to the Board on the composition of the Board's committees; and
-- Is responsible for the oversight of all matters relating to
corporate governance, bringing any issues to the attention of the
Board.
Nomination Committee Meetings
Only members of the Nomination Committee have the right to
attend Committee meetings. Representatives of the Investment
Manager and Administrator are invited by the Nomination Committee
to attend meetings as and when appropriate. In the event of matters
arising concerning an individual's membership of the Board, they
would absent themselves from the meeting as required and another
independent non-executive Director would take the Chair, if this
applied to the Committee Chairman.
Main Activities during the Year
The Committee met after the year end, prior to the publication
of these Financial Statements to consider and review the results of
the annual Board evaluation and considered that the balance of
experience, skills, independence and knowledge of the Company was
appropriate.
There is a formal, rigorous and transparent procedure for the
appointment of new Directors. Candidates are identified and
selected on merit against objective criteria and with due regard to
the benefits of diversity on the Board.
The Board continues to focus on encouraging diversity of
business skills and experience, recognising that Directors with
diverse skills sets, capabilities and experience gained from
different backgrounds enhance the Board. The Board considers that
its members have a balance of skills and experience which are
relevant to the Company. The Board believes in the value and
importance of diversity in the boardroom but it does not consider
it appropriate or in the interests of the Company and its
shareholders to set prescriptive targets for gender or nationality
on the Board.
Nigel Cayzer
On behalf of the Nomination Committee
4 July 2019
Audit Committee
Membership:
Walid Chatila - Chairman (Independent non-executive
Director)
Rupert Evans (Independent non-executive Director)
John Radziwill (Independent non-executive Director)
Key Objectives
The provision of effective governance over the appropriateness
of the Company's financial reporting including the adequacy of
related disclosures, the performance of the external auditors, and
the management of the Company's systems of internal financial and
operating controls and business risks.
Responsibilities
-- Reviewing the Company's internal financial controls;
-- Reviewing the Company's financial results announcements,
financial statements and monitoring compliance with relevant
statutory and listing requirements;
-- Reporting to the Board on the appropriateness of the
Company's accounting policies and practices including critical
accounting policies and practices;
-- Advising the Board on whether the Audit Committee believes
the annual report and financial statements, taken as a whole, are
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's performance;
-- Overseeing the relationship with the external auditor;
-- Considering the financial and other implications on the
independence of the auditor arising from any non-audit services
provided by the auditors; and
-- Compile a report on its activities to be included in the Company's annual report.
The Committee members have a wide range of financial and
commercial expertise necessary to fulfil the Committee's
duties.
Audit Committee Meetings
The Committee meets at least three times a year. Only members of
the Audit Committee have the right to attend Audit Committee
meetings. Representatives of the Investment Manager and
Administrator will be invited to attend Audit Committee meetings on
a regular basis and other non-members may be invited to attend all
or part of the meeting as and when appropriate and necessary. The
Company's external auditor, KPMG Channel Islands Limited ("KPMG" or
the "Auditor"), is also invited whenever it is appropriate. The
Committee is also able to meet separately with KPMG without the
Investment Manager being present.
Main Activities during the Year
The Committee assists the Board in carrying out its
responsibilities in relation to financial reporting requirements,
risk management and the assessment of internal financial and
operating controls. It also manages the Company's relationship with
the external auditor. Meetings of the Committee generally take
place prior to a Company Board meeting. The Committee reports to
the Board, as part of a separate agenda item, on the activity of
the Committee and matters of particular relevance to the Board in
the conduct of their work.
The Committee advises the Board on whether it believes the
annual report and financial statements, taken as a whole, are fair,
balanced and understandable and provides the information necessary
for shareholders to assess the Company's performance, business
model and strategy. The Committee's terms of reference can be found
on the Company's website www.oryxinternationalgrowthfund.co.uk.
At its meetings during the year, the Committee focused on:
Financial Reporting
The primary role of the Committee in relation to financial
reporting is to review in conjunction with the Investment Manager
and the Administrator the appropriateness of the half-year and the
audited annual financial statements concentrating on, amongst other
matters:
-- The quality and acceptability of accounting policies and practices;
-- The clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance reporting
requirements;
-- Material areas in which significant judgements have been
applied or there has been discussion with the external auditor;
-- Whether the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy; and
-- Any correspondence from regulators in relation to the quality of our financial reporting.
To aid its review, the Committee considers reports from the
Investment Manager, Administrator and also reports from the
external auditor on the outcome of their annual audit.
Significant Accounting Matters
In relation to the annual report and financial statements for
the year ended 31 March 2019, the following significant issues were
considered by the Audit Committee:
Significant How Addressed
Area
Valuation The Board periodically receive a report from the Investment
of Investments Manager on the valuation of the portfolio and on the
assumptions used in valuing the unlisted assets in the
portfolio. The Board regularly analyses the investment
portfolio of the Company in terms of investment mix,
fair value hierarchy and valuation. The Board has held
discussions with the Investment Manager with regards
to the methodology used in valuing the unlisted assets
in the portfolio. The Board has also considered the
auditor's approach to assess the valuation of the Company's
investments and discussed with KPMG, their approach
to testing the appropriateness and robustness of the
valuation methodology applied by the Investment Manager
to the Company's portfolio. The members of the Audit
Committee had a meeting with KPMG, where the audit findings
were reported. KPMG did not report any significant differences
between the valuations used by the Company and the work
performed during their testing process.
Based on their above review and analysis the Board confirmed
that they are satisfied with the valuation of the investments.
Internal Controls
The Board is responsible for the Company's system of internal
control and for reviewing its effectiveness, which was in place up
to the date the financial statements were signed. The Board has
delegated the responsibility of regularly reviewing the
effectiveness of the systems of internal controls in place to the
Audit Committee. The Audit Committee believes that the key risks
identified and implementation of the system to monitor, and manage
those risks, are appropriate to the Company's business as an
investment company.
The ongoing risk assessment includes the monitoring of the
financial, operational and compliance risks as well as an
evaluation of the scope and quality of the system of internal
control adopted by the third party service providers. The Audit
Committee regularly reviews the delegated services to ensure their
continued competitiveness and effectiveness. The system is designed
to ensure regular communication of the results of monitoring by the
third parties to the Board and the incidence of any significant
control failings or weaknesses that have been identified and the
extent to which they have resulted in unforeseen outcomes or
contingences that may have a material impact on the Company's
performance or operations. The Audit Committee believes that,
although robust, the Company's system of internal controls is
designed to manage rather than eliminate the risk of failure to
achieve business objectives.
The Committee is responsible overall for the Company's system of
internal financial and operating controls and for reviewing its
effectiveness. Such a system, however, is designed to manage rather
than eliminate risks of failure to achieve the Company's business
objectives and can only provide reasonable and not absolute
assurance against material misstatement or loss. The Board receives
each year a report from the Administrator on its internal controls
which includes a report from the Administrator's auditors on the
control policies and procedures in operation.
The Investment Manager has established an internal control
framework to provide reasonable but not absolute assurance on the
effectiveness of the internal controls operated on behalf of its
clients. The effectiveness of the internal controls is assessed by
the Investment Manager's compliance and risk department on an
ongoing basis.
In respect of the Company's system of internal controls and
reviewing its effectiveness, the Directors are satisfied that a
robust assessment of the principal risks facing the Company has
been carried out (as outlined above) and that having reviewed the
effectiveness of the risk management and internal control systems
including material financial, operational and compliance controls
(including those relating to the financial reporting process) no
significant failings or weaknesses were identified.
External Audit
The effectiveness of the external audit process is dependent on
appropriate audit risk identification at the start of the audit
cycle. The Committee received a detailed audit plan from KPMG
identifying their assessment of the significant audit risks. For
the 2019 financial year the significant audit risks identified were
the valuation of unlisted investments and fraud risk, resulting
from management override of controls. The significant risks were
tracked through the year and the Committee reviewed the procedures
performed by the auditors to test management override of controls
and in addition the audit work undertaken in respect of valuations
of unlisted investments. The Committee assess the effectiveness of
the audit process in addressing these matters through the reporting
received from KPMG in relation to the year-end. In addition, the
Committee seeks feedback from the Investment Manager and the
Administrator on the effectiveness of the audit process. For the
2019 financial year, the Committee was satisfied that there had
been appropriate focus and challenge on the significant and other
key areas of audit risk and assessed the quality of the audit
process to be good.
Appointment and Independence
The Committee considers the reappointment of KPMG, including the
rotation of the audit engagement partner, and assesses their
independence on an annual basis, as well as the need to go to
tender for audit quality or independence reasons. In its assessment
of the independence of the external auditors, the Committee
receives details of any relationships between the Company and KPMG
that may have a bearing on their independence and receives
confirmation that the external auditor is independent of the
Company.
KPMG is required to rotate the engagement partner responsible
for the audit every five years. In this respect, Mr Clark, having
completed his five year tenure has been replaced by Mr Salisbury.
KPMG has been the Company's external auditors since 31 March 2010.
Due to the Company's incorporation in Guernsey, it is not obliged
to comply with new mandatory audit tendering and audit firm
rotation rules in the UK and the EU. The Committee does, however,
keep under review legislation from the EU and the Competition
Commission in the UK. There are no contractual obligations
restricting the Committee's choice of external auditor and the
Company does not indemnify our external auditor.
The Committee has, therefore, recommended to the Board that KPMG
be reappointed as external auditor for the year ending 31 March
2020, and to authorise the Directors to determine their
remuneration. The auditor, KPMG, has indicated their willingness to
continue in office. Accordingly, a resolution proposing the
reappointment of KPMG as the external auditor will be put to the
shareholders at the 2019 AGM.
The Committee approved the fees for audit services for 2018/19
after a review of the level and nature of work to be performed, and
after being satisfied by KPMG that the fees were appropriate for
the scope of the work required. The external auditor was
remunerated GBP53,800 for their services rendered in 2018/19. The
entire amount relates to the year-end audit.
Non Audit Services
The external auditor and the Directors have agreed a policy for
non-audit services. All non-audit services are prohibited.
Committee Evaluation
The Committee's activities formed part of the Board evaluation
performed in the year. Details of this process can be found under
"Performance evaluation".
Walid Chatila
On behalf of the Audit Committee
4 July 2019
Relationship with the Investment Manager and the
Administrator
The Board has delegated various duties to external parties
including the management of the investment portfolio, the custodian
services (including the safeguarding of assets), the registration
services and the day-to-day company secretarial, administration and
accounting services.
The Board receives and considers reports regularly from the
Investment Manager and ad hoc reports and information are supplied
to the Board as required. The Investment Manager takes decisions as
to the purchase and sale of individual investments. The Investment
Manager and Administrator also ensure that all Directors receive,
in a timely manner, all relevant management, regulatory and
financial information. Representatives of the Investment Manager
and Administrator attend each Board meeting enabling the Directors
to probe further on matters of concern. A formal schedule of
matters specifically reserved for decision by the full Board has
been defined and a procedure adopted for Directors. The Directors
have access to the advice and service of the corporate Company
Secretary through its appointed representative who is responsible
to the Board for ensuring that Board procedures are followed and
that applicable rules and regulations are complied with.
Shareholder Engagement
Communications with shareholders
The Board believes that the maintenance of good relations with
shareholders is important for the long-term prospects of the
Company. Where appropriate the Chairman, and other Directors are
available for discussion about governance and strategy with major
shareholders and the Chairman ensures communication of
shareholders' views to the Board. The Board receives feedback on
the views of shareholders from the Investment Manager and
Broker.
The Board believes that the AGM provides an appropriate forum
for investors to communicate with the Board, and encourages
participation. The AGM will be attended by at least one Director.
Details of proxy votes received in respect of each resolution will
be made available to shareholders at the meeting and will be posted
on the Company's website following the meeting.
The Annual and Half-year Reports are available to all
shareholders. The Board considers the format of the annual and
interim reports so as to ensure they are useful to all shareholders
and others taking an interest in the Company. In accordance with
best practice, the Annual Report, including the Notice of the AGM,
will be sent to shareholders at least 20 working days before the
meeting.
Institutional Investors - use of voting rights
The Investment Manager, in the absence of explicit instructions
from the Board, are empowered to exercise discretion in the use of
the Company's voting rights in respect of investments and then to
report to the Board, where appropriate, regarding decisions taken.
The Board has considered whether it was appropriate to adopt a
voting policy and an investment policy with regard to social,
ethical and environmental issues and concluded that it was not
appropriate to change the existing arrangements.
2019 Annual General Meeting
The AGM will be held in Guernsey on 28 August 2019 at 10:00 BST.
The notice for the AGM set out in the Shareholder Circular
accompanying this Annual Report sets out the ordinary and special
resolutions to be proposed at the meeting. Separate resolutions are
proposed for each substantive issue.
DIRECTORS' REMUNERATION REPORT
The Directors' remuneration for the year is as follows:
Director Year Ended 31 March 2019 Year Ended 31 March 2018
GBP GBP
------------------- ------------------------- -------------------------
Nigel Cayzer 27,500 27,500
Sidney Cabessa 20,000 20,000
Walid Chatila 25,000 25,000
Rupert Evans 20,000 20,000
Christopher Mills 20,000 20,000
John Grace 20,000 20,000
John Radziwill 20,000 20,000
------------------- ------------------------- -------------------------
Remuneration Policy
The determination of the Directors' fees is a matter dealt with
by the Board. The Board has not sought the advice or services by
any outside person in respect of its consideration of the
Directors' remuneration, although the Directors reviewed the fees
paid to the Boards of Directors of similar investment companies
during 2016 and revised the remuneration of the Chairmen and
Directors in 2017. No Director is involved in decisions relating to
their own remuneration.
No Director has a service contract with the Company and
Directors' appointments may be terminated at any time by one
month's written notice with no compensation payable at
termination.
The Company's policy is for the Directors to be remunerated in
the form of fees, payable quarterly in arrears. No Director has any
entitlement to a pension, and the Company has not awarded any share
options or long-term performance incentives to any of the
Directors. No element of the Directors' remuneration is performance
related. Directors are authorised to claim reasonable expenses from
the Company in relation to the performance of their duties.
The Company's policy is that the fees payable to the Directors
should reflect the time spent by the Board on the Company's affairs
and the responsibilities borne by the Directors and should be
sufficient to enable high calibre candidates to be recruited.
During the year 2018/19, the policy was for the Chairmen of the
Board and the Audit Committee to be paid higher fees than the other
Directors in recognition of their more onerous role and more time
spent. The Board may amend the level of remuneration paid within
the limits of the Company's Articles of Incorporation.
Service Contracts and Policy on Payment of Loss of Office
Directors are appointed with the expectation that they are
initially appointed until the following AGM when, it is required
that they be re-elected by shareholders. Directors will initially
serve for a period of three years, and will stand for re-election
every three years. In accordance with the Code, Directors who have
served for more than nine years as non-executive directors will
retire annually and seek re-election to the Board. Directors or
members of the Investment Manager are subject to annual election,
in accordance with Listing Rule 15.2.13A.
The names and biographies of the Directors holding office at the
date of this report are listed in the Annual Report.
Directors' Interests
The Company has not set any requirements or guidelines for
Directors to own shares in the Company. The beneficial interests of
the Directors and their connected persons in the Company's shares
are shown in the table below:
31 March 2019 31 March 2018
Ordinary Shares Ordinary Shares
------------------- ----------------- -----------------
Christopher Mills 350,000 350,000
John Grace * 130,000 130,000
346,607 346,607
------------------- ----------------- -----------------
* John Grace holds a beneficial interest of 130,000 Ordinary
Shares. Mr Grace is also a member of a class of beneficiaries which
holds an interest in 346,607 Ordinary Shares.
Christopher Mills is a Partner and Chief Executive Officer of
Harwood Capital LLP, the Investment Manager and Investment Adviser.
Harwood Capital LLP is entitled to fees as detailed in Notes 4 and
5 of the Financial Statements. Rupert Evans is a consultant to the
law firm Mourant Ozannes, the legal adviser to the Company.
No fees were paid or are payable to Harwood Capital Management
Limited where Sidney Cabessa is a director.
Other than fees payable in the ordinary course of business,
there have been no material transactions with these related
parties.
Annual Report on Remuneration
Other than as shown above, no other remuneration or compensation
was paid or payable by the Company during the year to any of the
Directors, other than travel expenses of GBP36,856 (2018:
GBP44,196).
Advisers to the Remunerations Committee
The Board has not sought the advice or services by any outside
person in respect of its consideration of the Directors'
remuneration.
Nigel Cayzer
On behalf of the Board
4 July 2019
Statement of directors' responsibilities in respect of the
Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report
and financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law they are
required to prepare the financial statements in accordance with
International Financial Reporting Standards as adopted by the EU
and applicable law.
Under Company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of its profit or
loss for that period. In preparing these financial statements, the
Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable, relevant and reliable;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
-- assess the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern;
and
-- use the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
The Directors are responsible for keeping proper accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
its financial statements comply with the Companies (Guernsey) Law,
2008. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the
Company and to prevent and detect fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
company's website. Legislation in Guernsey governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the
Annual Report and financial statements
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the Annual Report includes a fair review of the development
and performance of the business and the position of the issuer,
together with a description of the principal risks and
uncertainties that they face.
We consider the Annual Report and financial statements, taken as
a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company's
position and performance, business model and strategy.
By order of the Board
Walid Chatila Rupert Evans
Director Director
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF ORYX INTERNATIONAL
GROWTH FUND LIMITED
Our opinion is unmodified
We have audited the financial statements (the "Financial
Statements") of Oryx International Growth Fund Limited (the
"Company"), which comprise the Statement of Financial Position as
at 31 March 2019, the Statements of Comprehensive Income, Changes
in Equity and Cash Flows for the year then ended, and notes,
comprising significant accounting policies and other explanatory
information.
In our opinion, the accompanying financial statements:
- give a true and fair view of the financial position of the
Company as at 31 March 2019, and of the Company's financial
performance and the Company's cash flows for the year then
ended;
- are prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the EU; and
- comply with the Companies (Guernsey) Law, 2008.
Basis for Opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities are described below. We have fulfilled our ethical
responsibilities under, and are independent of the Company in
accordance with, UK ethical requirements including FRC Ethical
Standards as applied to listed entities. We believe that the audit
evidence we have obtained is a sufficient and appropriate basis for
our opinion.
Key Audit Matters: our assessment of the risks of material
misstatement
Key audit matters are those matters that, in our professional
judgment, were of most significance in the audit of the Financial
Statements and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by
us, including those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the Financial Statements
as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In arriving at our
audit opinion above, the key audit matters were as follows
(unchanged from 2018):
Valuation of Basis: Our audit procedures
both listed and As at 31 March 2019 included:
unlisted investments the Company had invested Controls evaluation:
(together, the 94% of its net assets We assessed the design
"Investments") in Investments. and implementation of
designated at The Company's holdings controls over the valuation
fair value through in listed investments of Investments and tested
profit or loss (representing 87% of the effectiveness of
net assets by value) the control over the
GBP125,645,171; are measured at fair valuation of listed investments.
(2018: GBP107,386,838) value based on quoted
bid prices. Challenging managements'
Refer to the assumptions and inputs
Audit Committee The Company's holdings including use of KPMG
section of the in unlisted investments valuation specialists:
Corporate Governance (representing 7% of For listed investments,
Report, note net assets by value) we used our own valuation
2(b) (use of are measured at fair specialist to independently
estimates and value based on the International price all holdings to
judgements), Private Equity and Venture a third party source.
note 2(e) (financial Capital (IPEV) valuation
assets), note guidelines. The primary For unlisted investments,
10 (Investments measurement techniques we assessed and challenged
at fair value employed at 31 March the Investment Manager's
through profit 2019 were earnings multiples key assumptions used
and loss) and and net assets. in preparing the valuations.
note 17 (fair In particular, we focused
value hierarchy) Risk: on the appropriateness
The valuation of the of the valuation basis
Company's Investments selected as well as the
is considered a significant underlying assumptions,
area of our audit, given such as the choice of
that it represents the benchmark for earnings
majority of the net multiples and discount
assets of the Company provisions. We compared
and in view of the significance key underlying financial
of estimates and judgments data inputs to external
that may be involved sources, investee company
in the determination audited accounts and
of fair value of unlisted management information
investments. as applicable.
Assessing disclosures:
We also considered the
Company's disclosures
(see note 2(b)) in relation
to the use of estimates
and judgements regarding
the fair value of Investments
and the Company's investment
valuation policies adopted
and fair value disclosures
in note 2(e), note 10
(Investments at fair
value through profit
and loss) and note 17
for compliance with IFRS
as adopted by the EU.
========================= =================================== ===================================
Our application of materiality and an overview of the scope of
our audit
Materiality for the Financial Statements as a whole was set at
GBP3.9 million (2018: GBP3.7 million) determined with reference to
a benchmark of Net Assets of GBP133.3 million (2018: GBP125.2
million) of which it represents approximately 3% (2018: 3%).
We reported to the Audit Committee any corrected or uncorrected
identified misstatements exceeding GBP197.000 (2018: GBP185.000),
in addition to other identified misstatements that warranted
reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality level
specified above, which has informed our identification of
significant risks of material misstatement and the associated audit
procedures performed in those areas as detailed above.
We have nothing to report on going concern
We are required to report to you if we have anything material to
add or draw attention to in relation to the directors' statement in
note 2 (a) to the Financial Statements on the use of the going
concern basis of accounting with no material uncertainties that may
cast significant doubt over the Company's use of that basis for a
period of at least twelve months from the date of approval of the
Financial Statements. We have nothing to report in this
respect.
We have nothing to report on the other information in the Annual
Report
The directors are responsible for the other information
presented in the Annual Report together with the Financial
Statements. Our opinion on the Financial Statements does not cover
the other information and we do not express an audit opinion or any
form of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether, based on our financial statements audit
work, the information therein is materially misstated or
inconsistent with the Financial Statements or our audit knowledge.
Based solely on that work we have not identified material
misstatements in the other information.
Disclosures of principal risks and longer-term viability
Based on the knowledge we acquired during our financial
statements audit, we have nothing material to add or draw attention
to in relation to:
-- the directors' confirmation within the Viability Statement
that they have carried out a robust assessment of the principal
risks facing the Company, including those that would threaten its
business model, future performance, solvency or liquidity;
-- the Principal Risks and Uncertainties disclosures describing
these risks and explaining how they are being managed or
mitigated;
-- the directors' explanation in the Viability Statement as to
how they have assessed the prospects of the Company, over what
period they have done so and why they consider that period to be
appropriate, and their statement as to whether they have a
reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period
of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Corporate governance disclosures
We are required to report to you if:
-- we have identified material inconsistencies between the
knowledge we acquired during our financial statements audit and the
directors' statement that they consider that the Annual Report and
Financial Statements taken as a whole is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company's position and performance,
business model and strategy; or
-- the section of the Annual Report describing the work of the
Audit Committee does not appropriately address matters communicated
by us to the Audit Committee.
We are required to report to you if the Corporate Governance
Statement does not properly disclose a departure from the eleven
provisions of the 2016 UK Corporate Governance Code specified by
the Listing Rules for our review.
We have nothing to report to you in these respects.
We have nothing to report on other matters on which we are
required to report by exception
We have nothing to report in respect of the following matters
where the Companies (Guernsey) Law, 2008 requires us to report to
you if, in our opinion:
-- the Company has not kept proper accounting records; or
-- the Financial Statements are not in agreement with the accounting records; or
-- we have not received all the information and explanations,
which to the best of our knowledge and belief are necessary for the
purpose of our audit.
Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out above, the
directors are responsible for: the preparation of the Financial
Statements including being satisfied that they give a true and fair
view; such internal control as they determine is necessary to
enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error; assessing the
Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and using the going
concern basis of accounting unless they either intend to liquidate
the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether
the Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue our
opinion in an auditor's report. Reasonable assurance is a high
level of assurance, but does not guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of the Financial
Statements.
A fuller description of our responsibilities is provided on the
FRC's website at www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and restrictions on its use by
persons other than the Company's members as a body
This report is made solely to the Company's members, as a body,
in accordance with section 262 of the Companies (Guernsey) Law,
2008. Our audit work has been undertaken so that we might state to
the Company's members those matters we are required to state to
them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's
members, as a body, for our audit work, for this report, or for the
opinions we have formed.
Andrew J. Salisbury
For and on behalf of KPMG Channel Islands Limited
Chartered Accountants and Recognised Auditors, Guernsey
5 July 2019
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2019, expressed in GBP Sterling
2019 2018
Notes GBP GBP
Income
Dividends 3 2,998,767 983,808
2,998,767 983,808
------------ ---------------
Net realised gains on investments 10 6,912,250 22,723,813
Unrealised gains /(losses) on revaluation of investments 10 495,540 (10,850,161)
Net (losses) on foreign currency translation (4,596) (1,432)
Total income 10,401,961 12,856,028
------------ ---------------
Expenses
Investment management and adviser's fee 4 1,379,791 1,314,391
Directors' fees and expenses 8 189,356 196,696
Legal and professional fees 91,761 106,886
Supplementary management fee 5 250,000 250,000
Transaction costs 69,905 174,379
Administration fees 7 116,098 116,501
Audit fees 53,800 52,785
Custodian fees 6 31,251 30,229
Insurance 5,115 5,115
Registrar and transfer agent fees 26,819 30,342
Printing costs 21,310 21,401
Interest and similar expense 74 -
Other expenses 70,917 27,127
Total expenses 2,306,197 2,325,852
------------ ---------------
Total profit for the year before taxation 8,095,764 10,530,176
Withholding tax on dividends 9 (11,379) (11,585)
Profit and total comprehensive income for the year 8,084,385 10,518,591
------------ ---------------
Earnings per Ordinary Share - basic and diluted 14 GBP0.57 GBP0.73
------------ ---------------
All items in the above statement are derived from continuing
operations.
The accompanying notes form an integral part of these financial
statements.
STATEMENT OF FINANCIAL POSITION
as at 31 March 2019, expressed in GBP Sterling
2019 2018
Notes GBP GBP
Non-current assets
Listed investments at fair value through profit or loss (Cost -
GBP99,771,365 (2018 - GBP89,154,852)) 116,042,185 102,338,074
Unlisted investments at fair value through profit or loss (Cost -
GBP12,405,701 (2018 - GBP5,259,420)) 9,602,986 5,048,764
10 125,645,171 107,386,838
-------------- --------------
Current assets
Cash and cash equivalents 7,934,548 18,736,273
Dividends and interest receivable 210,500 181,040
Prepayments 16,633 14,414
8,161,681 18,931,727
-------------- --------------
Total assets 133,806,852 126,318,565
-------------- --------------
Current liabilities
Other payables and accrued expenses 370,787 351,298
Amounts due to brokers 110,167 725,754
480,954 1,077,052
-------------- --------------
Net assets 133,325,898 125,241,513
-------------- --------------
Shareholders' equity
Share capital 11 49,789,346 49,789,346
Capital redemption reserve 1,246,500 1,246,500
Other reserves 82,290,052 74,205,667
Total shareholders' equity 133,325,898 125,241,513
Net Asset Value per Ordinary Share - basic and diluted
13,14 GBP9.39 GBP8.82
-------------- --------------
The financial statements were approved by the Board of Directors
on 4 July 2019 and are signed on its behalf by:
Walid Chatila Rupert Evans
Director Director
The accompanying notes form an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2019, expressed in GBP Sterling
Capital
redemption
Notes Share capital reserve Other reserves Total
GBP GBP GBP GBP
--------------------- ------- -------------- ------------ --------------- ------------
Balance at 1 April
2018 49,789,346 1,246,500 74,205,667 125,241,513
Total comprehensive
income for the year - - 8,084,385 8,084,385
------------------------------ -------------- ------------ --------------- ------------
Balance at 31 March
2019 49,789,346 1,246,500 82,290,052 133,325,898
------------------------------ -------------- ------------ --------------- ------------
Capital
redemption
Notes Share capital reserve Other reserves Total
GBP GBP GBP GBP
---------------------------- ------ -------------- ------------ --------------- ------------
Balance at 1 April
2017 50,122,846 1,246,500 67,856,996 119,226,342
Total comprehensive
income for the year - - 10,518,591 10,518,591
------------------------------------ -------------- ------------ --------------- ------------
Transactions with
owners,
recorded directly
in equity
Contributions, redemptions
and distributions
to shareholders:
- Cancellation of
shares 11,12 (333,500) - (4,169,920) (4,503,420)
---------------------------- ------ -------------- ------------ --------------- ------------
Total transactions
with owners (333,500) - (4,169,920) (4,503,420)
---------------------------- ------ -------------- ------------ --------------- ------------
Balance at 31 March
2018 49,789,346 1,246,500 74,205,667 125,241,513
---------------------------- ------ -------------- ------------ --------------- ------------
The accompanying notes form an integral part of these financial
statements.
STATEMENT OF CASH FLOWS
for the year ended 31 March 2019, expressed in GBP Sterling
2019 2018
GBP GBP
Operating Activities
Profit for the year 8,084,385 10,518,591
Net Realised gains on investments (6,912,250) (22,723,813)
Unrealised (gains)/ losses on
investments (495,540) 10,850,161
Net losses on foreign currency
translation 4,596 1,432
(Increase)/decrease in dividends
and interest receivable (29,459) 985
(Increase) in prepayments (2,219) (11,202)
Decrease in amounts due from
brokers - 332,705
(Decrease) /increase in amounts
due to brokers (615,587) 475,754
Increase in other payables and
accrued expenses 19,489 10,633
Purchase of investments (38,400,059) (42,647,674)
Sale of investments 27,549,515 57,679,422
--------------- -------------
Net cash (outflow) / inflow from
operating activities (10,797,129) 14,486,994
--------------- -------------
Financing Activities
Payments on cancellation of shares - (4,698,311)
Cash outflow from financing activities - (4,698,311)
--------------- -------------
Net (decrease) /increase in cash
and cash equivalents (10,797,129) 9,788,683
Cash and cash equivalents at
beginning of year 18,736,273 8,949,022
Effect of exchange rate fluctuations
on cash and cash equivalents (4,596) (1,432)
Cash and cash equivalents at
end of year 7,934,548 18,736,273
--------------- -------------
For the year ended 31 March 2019, cash received from dividends
was GBP2,957,928 (2018: GBP973,208) and interest received was
GBPNil (2018: Nil).
The accompanying notes form an integral part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
1. General
The Company was registered in Guernsey on 2 December 1994 and
commenced activities on 3 March 1995. The Company was listed on the
London Stock Exchange on 3 March 1995.
The Company is a Guernsey Authorised Closed-Ended Investment
Scheme and is subject to the Authorised Closed-Ended Investment
Scheme Rules 2008.
The investment activities of the Company are managed by Harwood
Capital LLP (the "Investment Manager") and the administration of
the Company is delegated to BNP Paribas Securities Services S.C.A.,
Guernsey Branch (the "Administrator").
Legislation in Guernsey governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
2. Accounting policies
Basis of preparation
The financial statements of the Company, which give a true and
fair view, and comply with the Companies (Guernsey) Law, 2008 (the
"Law"), have been prepared in accordance with International
Financial Reporting Standards ("IFRS"), as adopted by the European
Union ("EU"). This comprises standards and interpretations approved
by the International Accounting Standards Board, and International
Accounting Standards and Standing Interpretations Committee
interpretations approved by the International Accounting Standards
Committee that remain in effect.
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.
In preparing these financial statements the Company has applied,
IFRS 9 - Financial Instruments ("IFRS 9") and IFRS 15 - Revenue
from Contracts with Customers ("IFRS 15") for the first time. These
standards do not result in a restatement of previous financial
statements.
IFRS 9
IFRS 9 introduced a new approach to the classification of
financial assets which is driven by the business model in which the
asset is held and their cash flow characteristics. A new business
model approach was introduced which does allow certain financial
assets to be categorised as "fair value through other comprehensive
income" in certain circumstances. IFRS 9 carries forward the
derecognition requirements of financial assets and liabilities from
IAS 39. Interests in subsidiaries that are accounted for in
accordance with IFRS 10 are not within the scope of IFRS 9.
The Board has undertaken an assessment of the impact of IFRS 9
and IFRS 15 on the Company's financial statements and have
concluded that there is no impact to the classification and
measurement of the Company's financial assets and financial
liabilities.
a) Going concern
Going concern refers to the assumption that the Company has the
resources to continue in operation for the next 12 months from the
date of approval of these financial statements. After analysing the
following, the Directors believe that it is appropriate to adopt
the going concern basis in preparing these financial
statements:
-- Working capital - As at 31 March 2019, there was a working
capital surplus of GBP7,680,727 (2018: GBP17,854,675). The
Directors noted that as at 31 March 2019 (i) the total
comprehensive income for the period from 1 April 2018 to 31 March
2019 was GBP8,084,385 (2018:GBP 10,518,591) and (ii) the Company
had no borrowings, as such it has sufficient capital in hand to
cover all expenses (which mainly consist of Investment Manager's
fees, Administration fees and Professional fees) and to meet all of
its obligations as they fall due.
-- Closed-ended Company --- The Company has been authorised by
the Guernsey Financial Services Commission as an Authorised
Closed-ended Collective Investment Scheme, as such there cannot be
any shareholder redemptions, and therefore no cash flows out of the
Company in this respect.
-- Investments - The Company has a tradable portfolio, as 92% of
the investments are listed and can therefore be readily sold for
cash.
Under Article 51 of the Articles of Incorporation, the Directors
shall give due notice of and propose or cause to be proposed a
special resolution that the Company be wound up at the Annual
General Meeting ("AGM") of the Company every two years. The next
notice will be given in the 2019 AGM documents, where the Board
will recommend that shareholders vote against resolution. The
Directors, based on discussions with the Company's most significant
shareholder, have a reasonable expectation that the special
resolution outlined in Article 51 of the Articles of Incorporation
and under "Life of the Company" will not be passed at the AGM in
2019.
Based on the above assessments, the Directors are of the opinion
that the Company is able to meet its liabilities as they fall due
for payment because it has and is expected to maintain adequate
cash resources. Given the nature of the Company's business, the
Directors have a reasonable expectation that the Company has
adequate financial resources to continue in operational existence
for the next 12 months from the date of approval of these financial
statements. Accordingly, these financial statements have been
prepared on a going concern basis.
b) Use of estimates and judgements
The preparation of financial statements in accordance with IFRS
as 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 for financial
instruments at the statement of financial position date.
The Investment Manager reviews sector and market information and
the circumstances of the investee company to determine if the
valuation adopted at the statement of financial position date
remains the best indicator of fair value. The estimates and
underlying assumptions are reviewed on an on-going 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 areas of 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(e). Information about significant areas of estimation uncertainty
that have the most significant effects on the amounts recognised in
the financial statements are set out in Notes 16 and 17.
c) New standards, amendments and interpretations adopted in
these financial statements
Standards, amendments and interpretations to existing standards
that become effective in future accounting periods and have not
been adopted by the Company are as follows:
Effective for annual periods
IFRS beginning on or after
IFRS 16 - Leases 1 January 2019
IFRS 17 - Insurance contracts 1 January 2021
The Board believes that the application of these standards will
have no impact on the Company's financial statements.
There are no other new standards, amendments and interpretations
which have been issued but are not yet effective and not early
adopted, that will affect the Company's financial statements.
d) 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.
e) Financial assets
Classification
All investments of the Company are designated as financial
assets at fair value through profit or loss. The investments are
purchased mainly for their capital growth and the portfolio is
managed, and performance evaluated, on a fair value basis in
accordance with the Company's documented investment strategy,
therefore the Directors consider that this is the most appropriate
classification.
Initial recognition
Financial assets are measured initially at fair value being the
transaction price. Subsequent to initial recognition on trade date,
all assets classified as fair value through profit or loss are
measured at fair value with changes in their fair value recognised
in profit or loss in the Statement of Comprehensive Income.
Transaction costs are separately disclosed in profit or loss in the
Statement of Comprehensive Income.
Fair value measurement principles
Listed investments have been valued at the bid market price
ruling at the reporting date. In the absence of the bid market
price, the closing price has been taken, or, in either case, if the
market is closed on the financial reporting date, the bid market or
closing price on the preceding business day.
Fair value of unlisted investments is derived in accordance with
the International Private Equity and Venture Capital (IPEV)
valuation guidelines. Their valuation includes all factors that
market participants would consider in setting a price. The primary
valuation techniques employed to value the unlisted investments are
earnings multiples and the net asset basis. Cost is considered
appropriate for early stage investments. The relevance of this
methodology can be eroded over time and in these cases the carrying
values will be adjusted to reflect fair value.
For certain of the Company's financial instruments, including
cash and cash equivalents, dividends and interest receivable and
amounts due from brokers, the carrying amounts approximate fair
value due to their immediate or short-term maturity.
Derecognition
Derecognition of financial assets occurs when the rights to
receive cash flows from financial instruments expire or are
transferred and substantially all of the risks and rewards of
ownership have been transferred.
Fair value hierarchy
Fair value measurement should be determined based on assumptions
that market participants would use in pricing an asset or
liability. As a basis for considering market participant
assumptions, IFRS 13 - "Fair Value measurement" (IFRS 13),
establishes a fair value hierarchy that gives the highest priority
to unadjusted quoted prices in active markets (Level 1) and lowest
priority to unobservable inputs (Level 3). The three levels of the
value hierarchy are as follows.
Level 1: Inputs that reflect unadjusted quoted prices in active
markets for identical assets or liabilities that the Company has
the ability to access at the measurement date;
Level 2: Inputs reflect quoted prices of similar assets and
liabilities in active markets and quoted prices of identical assets
and liabilities in markets that are considered to be inactive, as
well as inputs other than quoted prices within level 1 that are
observable for the asset or liability either directly or
indirectly; and
Level 3: Inputs that are unobservable for the asset or liability
and reflect the Investment Manager's own assumptions in accordance
with the accounting policies disclosed within Note 2 to the
financial statements.
f) Prepayments, amounts due from brokers and dividends and interest receivable
Prepayments do not carry any interest and are short term in
nature and are accordingly stated at their amortised cost.
Amounts due from brokers and dividends and interest receivable
are measured at amortised cost as reduced by appropriate allowances
for impairment.
g) 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.
h) Other payables and accrued expenses
Other payables and accrued expenses are non-interest bearing and
are stated at their amortised cost.
i) Foreign currency translation
Items included in the Company's financial statements are
measured using the currency of the primary economic environment in
which it operates (the "functional currency"). This is Pound
Sterling which reflects the Company's activity of investing in
predominantly Sterling securities. The Company's shares are also
issued in Pound Sterling. Foreign currency monetary assets and
liabilities have been translated at the exchange rates ruling at
the statement of financial position date. Transactions in foreign
currency during the period have been translated into Pound 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 profit or loss in the Statement of Comprehensive
Income.
j) 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 profit or
loss in the Statement of Comprehensive Income. The change in
unrealised gains and losses arising on investments held at the
financial reporting date are also included in profit or loss in the
Statement of Comprehensive Income. The cost of investments partly
disposed is determined using the weighted average method.
k) Financial liabilities
Amounts due to brokers represent payables for investments that
have been contracted for but not yet settled or delivered at the
year end. Financial liabilities include other payables and accrued
expenses, amounts due to brokers and amounts due on redemption of
Ordinary Shares which are held at amortised cost using the
effective interest rate method.
Financial liabilities are recognised initially at fair value,
net of transaction costs incurred and are subsequently carried at
amortised cost using the effective interest rate method. Financial
liabilities are derecognised when the obligation specified in the
contract is discharged, cancelled or expires.
l) Equity
Share capital represents the nominal value of equity shares and
the excess of the paid up capital over the nominal value.
Other reserves and the capital redemption reserve include all
current and prior results as disclosed in the Statement of
Comprehensive Income. Other reserves also include the deduction for
the excess of consideration paid over nominal value on share
buybacks.
m) Expenses
Expenses are recognised in profit or loss in the Statement of
Comprehensive Income upon utilisation of the service or at the date
they are incurred.
n) Segmental reporting
Operating segments are reported in the manner consistent with
the internal reporting used by the chief operating decision-maker
('CODM'). The CODM, who is responsible for allocating resources and
assessing performance of the operating segments, has been
identified as the Board of Directors who makes strategic decisions
regarding the investments of the Company. Other than as disclosed
in Note 15, the CODM does not consider necessary to provide further
analysis for the Company.
3. Income
2019 2018
GBP GBP
Dividends 2,998,767 983,808
2,998,767 983,808
---------- --------
4. Investment Manager and Adviser's fee
Harwood Capital LLP, the Investment Manager and Investment
Adviser, is entitled to an annual fee of 1.25% on the first GBP15
million of the Net Asset Value of the Company, and 1% of any
excess, payable monthly in arrears. The agreement can be terminated
giving 12 months' notice or immediately should the Investment
Manager be placed into receivership or liquidation. The Investment
Manager is entitled to all the fees accrued and due up to the date
of such termination but is not entitled to compensation in respect
of any termination. The fees due for the year ended 31 March 2019
are GBP1,379,791 (2018: GBP1,314,391) and as at the reporting date
an amount of GBP226,351 was still payable to the Investment Manager
(2018: GBP215,208). This amount is included in other payables and
accrued expenses.
5. Supplementary Management fee
During a meeting of the Board of Directors on 13 December 2018,
a payment of GBP250,000 (2018: GBP250,000) was recommended by the
Chairman in respect of the 2018 supplementary management fee. This
was approved by the Board of Directors during December 2018 and
paid in January 2019. The supplementary management fee is paid
annually in arrears.
6. Custodian fees
BNP Paribas Securities Services S.C.A., Guernsey Branch was
appointed as custodian on 1 April 2007 and is entitled to an annual
safekeeping fee based upon the value of investments held plus
transactions fees, subject to a minimum of GBP4,000 per annum. The
fees due for the year ended 31 March 2019 are GBP31,251 (2018:
GBP30,229) and as at the reporting date an amount of GBP4,774 was
still payable to the custodian (2018: GBP4,412). This amount is
included in other payables and accrued expenses.
7. Administration fees
BNP Paribas Securities Services S.C.A., Guernsey Branch was
appointed as secretary and administrator on 1 April 2007 and is
entitled to an annual fee at a rate of 0.125% on the first GBP20
million, 0.10% on the next GBP20 million and 0.075% of any excess
of the Total Assets, subject to a minimum of GBP50,000 per annum.
The fees due for the year ended 31 March 2019 are GBP116,098 (2018:
GBP116,501) and as at the reporting date an amount of GBP18,617
(2018: GBP18,617) was still payable to the administrator. This
amount is included in other payables and accrued expenses.
8. Directors' fees and expenses
Effective 1 January 2017, each Director is entitled to a fee of
GBP20,000 per annum, with the exception of the Chairman who is
entitled to a fee of GBP27,500 and the Audit Committee Chairman who
is entitled to a fee of GBP25,000. In addition, all Directors are
entitled to reimbursement of travel, hotel and other expenses
incurred by them in course of their duties relating to the Company.
The Directors' fees and expenses due for the year ended 31 March
2019 are GBP189,356 (2018: GBP196,696) and as at 31 March 2019 an
amount of GBP38,125 (2018: GBP38,125) was still payable to the
Directors. This amount is included in other payables and accrued
expenses.
9. Taxation
The Company is eligible for exemption from taxation in Guernsey
under the provisions of the Income Tax (Exempt Bodies) (Guernsey)
Ordinance, 1989. As such, the Company is only liable to pay a fixed
annual fee, currently GBP1,200 (2018: GBP1,200). The withholding
tax of GBP11,379 (2018: GBP11,585) in the Statement of
Comprehensive Income account relates to overseas dividends received
or receivable.
10. Investments at fair value through profit or loss
2019 2018
GBP GBP
Cost at beginning of year 94,414,272 86,722,207
Additions 38,400,059 42,647,674
Disposals (27,549,515) (57,679,422)
Net realised gains on investments 6,912,250 22,723,813
------------- -------------
Cost at end of year 112,177,066 94,414,272
Unrealised gains on investments 13,468,105 12,972,566
------------- -------------
Fair value at end of the year 125,645,171 107,386,838
------------- -------------
Representing:
2019 2018
GBP GBP
Listed Equities 116,042,185 102,338,074
Unlisted Equities and Debt 9,602,986 5,048,764
------------ ------------
125,645,171 107,386,838
------------ ------------
The unrealised gains on revaluation of the investment for the
year is GBP495,540 (2018: GBP10,850,161 loss).
11. Share capital
Authorised Share capital
Number of Shares GBP
Authorised:
Ordinary Shares of
50p each 90,000,000 45,000,000
----------------- -----------
Ordinary Shares Issued - 1 April 2018 to 31 March 2019
Ordinary Shares of 50p each Number of Shares Share capital
GBP
At 1 April 2018 14,192,125 49,789,346
At 31 March 2019 14,192,125 49,789,346
----------------- --------------
Ordinary Shares Issued - 1 April 2017 to 31 March 2018
Ordinary Shares of 50p each Number of Shares Share capital
GBP
At 1 April 2017 14,859,125 50,122,846
Cancellation of
shares (667,000) (333,500)
----------------- --------------
At 31 March 2018 14,192,125 49,789,346
----------------- --------------
Rights attributable to Ordinary Shares
In a winding-up, the holders of Ordinary Shares are entitled to
the repayment of the nominal amount paid up on their shares. In
addition, they have the right to receive surplus assets available
for distribution. The shares confer the right to dividends, and at
general meetings, on a poll, confer the right to one vote in
respect of each Ordinary Share held.
12. Share buybacks
In accordance with section 315 of the Law, the Company has been
granted authority to make one or more market acquisitions (as
defined in section 316 of the Law, of Ordinary Shares of 50 pence
each in the capital of the Company (the "Ordinary Shares") on such
terms and in such manner as the Directors of the Company may from
time to time determine, provided that:
a) the maximum aggregate number of Ordinary Shares authorised to
be acquired does not exceed 10 per cent. of the issued Ordinary
Share capital of the Company on the date the shareholders'
resolution is passed;
b) the minimum price (exclusive of expenses) payable by the
Company for each Ordinary Share is 50 pence and the maximum price
payable by the Company for each Ordinary Share is an amount equal
to 105 per cent of the average of the middle market quotations for
an Ordinary Share as derived from The London Stock Exchange Daily
Official List for the five business days immediately preceding the
day on which that Ordinary Share is purchased and that stipulated
by Article 5(1) of the Buyback and Stabilisation Regulation being
the higher of the price of the last independent trade and the
highest current independent bid available in the market;
c) subject to paragraph (d), this authority shall expire (unless
previously renewed or revoked) at the earlier of the conclusion of
the next annual general meeting of the Company or on the date which
is 18 months from the date of the previous shareholders'
resolution;
d) notwithstanding paragraph (c), the Company may make a
contract to purchase Ordinary Shares under the authority from the
shareholders' before its expiry which will or may be executed
wholly or partly after the expiry of the authority and may make a
purchase of Ordinary Shares in pursuance of any such contract after
such expiry; and
e) the price payable for any Ordinary Shares so purchased may be
paid by the Company to the fullest extent permitted by the Law.
A renewal of the authority to make purchases of the Company's
own Ordinary Shares will be sought from existing shareholders at
each annual general meeting of the Company. Between 1 April 2018
and 31 March 2019, the Company carried out no share buybacks.
13. Reconciliation of net asset value to published net asset value
2019 2018
GBP GBP per GBP GBP per
share share
Published net asset value 135,880,966 9.57 127,759,871 9.00
Unrealised loss on revaluation
of investments at bid / mid-price (2,546,871) (0.18) (2,518,358) (0.18)
Adjustment - accrued expenses (8,197) (0.00) - -
-------------- --------- -------------- ---------
Net asset value attributable
to shareholders 133,325,898 9.39 125,241,513 8.82
-------------- --------- -------------- ---------
14. Earnings per Ordinary Share and net asset value per Ordinary Share
The calculation of basic earnings per share for the Ordinary
Share is based on net income of GBP8,084,385 (2018: GBP10,518,591)
and the weighted average number of shares in issue during the year
of 14,192,125 shares (2018: 14,376,628 shares). At 31 March 2019
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 GBP133,325,898 (2018: GBP125,241,513) and
the number of shares in issue at the year-end of 14,192,125 shares
(2018: 14,192,125 shares).
15. Segment information
The Chief Operating Decision Makers ("CODM") of the Company are
the Board of Directors. The Company has one reportable segment. The
Board of Directors review internal management reports on a
quarterly basis prepared in accordance with IFRS, as adopted by the
EU.
Information on realised gains and losses derived from sales of
investments are disclosed in Note 10 to the financial
statements.
The Company is domiciled in Guernsey. All of the Company's
income from investments is from underlying companies. The majority
of these companies are incorporated in countries other than
Guernsey (mainly Great Britain).
The geographical breakdown of the Company's investment portfolio
is set out in the Annual Report.
The Company has no non-financial assets classified as
non-current assets.
The Company also has a diversified shareholder population and
the significant holdings of 5% or more are disclosed in the Annual
Report.
16. Financial risk management
The Company's financial assets mainly comprise investments
designated at fair value through profit or loss, cash and cash
equivalents, amounts due from brokers and dividends and interest
receivable. Note 2 sets out the accounting policies, including
criteria for recognition and the basis for measurement, applied to
significant financial assets and liabilities.
Note 2 also includes the basis on which income and expenses
arising from financial assets and liabilities are recognised.
The carrying amount of financial assets designated at fair value
through profit or loss upon initial recognition as at 31 March 2019
is GBP125,645,171 (2018: GBP107,386,838). The carrying amount of
loans and receivables, consisting of cash and cash equivalents,
amounts due from brokers and dividends and interest receivable, as
at 31 March 2019 is GBP8,145,048 (2018: GBP18,917,313).
The carrying amount of financial liabilities measured at
amortised cost, consisting of other payables and accrued expenses,
amounts due to brokers and amounts due for share buybacks, is
GBP480,954 (2018: GBP1,077,052).
The Company finances its investment activities through the
Company's Ordinary Share capital, reserves and, if required,
borrowings. The Company's financial liabilities comprise trade
payables and expense accruals.
The main risks arising from the Company's activities are:
(i) market risk, including currency risk, interest rate risk and other price risk;
(ii) liquidity risk; and
(iii) credit risk
The Company Secretary, in close co-operation with the Board of
Directors and the Investment Manager, coordinates the Company's
risk management. The policies for managing each of these risks are
summarised below and have been applied throughout the year.
i) Market risk
The fair value of future cash flows of a financial instrument
held by the Company may fluctuate because of changes in market
prices. This market risk comprises currency risk, interest rate
risk and other price risk. The Board of Directors reviews and
agrees policies for managing these risks.
Currency risk
The functional and presentation currency of the company is Pound
Sterling and, therefore, the Company's principal exposure to
foreign currency risk comprises investments priced in other
currencies, principally US Dollars. The Investment Manager monitors
the Company's exposure to foreign currencies and reports to the
Board on a regular basis. The Investment Manager measures the risk
to the Company of the foreign currency exposure by considering the
effect on the net asset value and income of a movement in the rates
of exchange to which the Company's assets, liabilities, income and
expenses are exposed.
At 31 March 2019 the currency profile of those financial assets
and liabilities was:
GBP EUR USD Total
GBP GBP GBP
Investments
at fair
value
through
profit or
loss 120,771,296 1,206,380 3,667,495 125,645,171
Dividends -
and interest
receivable 210,500 - 210,500
Cash and -
cash
equivalents 7,934,533 15 7,934,548
Trade and (480,954) - - (480,954)
other
payables
Total net
foreign
currency
exposure 128,435,375 1,206,380 3,667,510 133,309,265
-------------------------------------------------- -------------------------------------------------- ------------------------------------------------ --------------------------------------------------
At 31 March 2018 the currency profile of those financial assets
and liabilities was:
GBP USD Total
GBP GBP GBP
Investments
at fair
value
through
profit or
loss 105,593,738 1,793,100 107,386,838
Dividends
and interest
receivable 181,040 - 181,040
Cash and
cash
equivalents 18,736,259 14 18,736,273
Trade and (1,077,052) - (1,077,052)
other
payables
Total net
foreign
currency
exposure 123,433,985 1,793,114 125,227,099
-------------------------------------------------- ------------------------------------------------ --------------------------------------------------
Sensitivity analysis is based on the Company's monetary foreign
currency instruments held at each balance sheet date.
31 March 2019 31 March 2018
------------ ---------------------- ------------------------------- ------------------------------------
Impact on Total Impact on
Increase/(decrease) Comprehensive Impact on Total Comprehensive Impact on
in the exchange Income Net Assets Income Net Assets
Currency rate
GBP GBP GBP GBP
------------ ---------------------- ---------------- ------------- --------------------- -------------
10%/ (443,080)/ (443,080)/ (163,009)/ (163,009)/
USD (10%) 541,542 541,542 199,233 199,233
------------ ---------------------- ---------------- ------------- --------------------- -------------
Interest rate risk
Interest rate movements may affect:
-- the fair value of the investments in fixed rate securities;
-- the level of income receivable on cash deposits and floating rate debt instruments; and
-- the interest payable on the Company's variable rate borrowings, if any.
The possible effects on fair value and cash flows that could
arise as a result of changes in interest rates are
taken into account when making investment decisions and
borrowings, if any. The Board reviews on a regular basis the values
of the unquoted loans and preferred shares to companies in which
private equity investment is made. Interest rate risk is not
significant to the Company as it has no significant fixed income
investments or borrowings.
Other price risk
Other price risks (i.e. changes in market prices other than
those arising from currency risk or interest rate risk) may affect
the value of investments.
The Company's exposure to price risk comprises mainly of
movements in the value of the Company's investments. As at the
year-end, the spread of the Company's investment portfolio is
detailed above.
The Board of Directors manages the market price risks inherent
in the investment portfolio by ensuring full and timely access to
relevant investment information from the Investment Manager. The
Board meets regularly and at each meeting reviews investment
performance. The Board monitors the Investment Manager's compliance
with the Company's objectives and is directly responsible for
investment strategy and asset allocation.
The Company's exposure to other changes in market prices at 31
March 2019 on its investments was as
follows:
2019 2018
GBP GBP
Financial
assets at
fair value
through
profit or
loss
-
Non-current
investments
at fair
value
through
profit or
loss 125,645,171 107,386,838
----------------------------------------------------- ----------------------------------------------------
The following table illustrates the sensitivity of the profit
and net assets to an increase or decrease of 10% in the fair values
of the Company's investments. This level of change is considered to
be reasonably possible based on observation of current market
conditions. The sensitivity analysis is based on the Company's
investments at each balance sheet date, with all other variables
held constant.
2019 2018
Increase Increase Decrease
in fair Decrease in fair in fair
value in fair value value value
GBP GBP GBP GBP
Statement of
Comprehensive
Income
Profit/(loss)
for the 10,738,6
year 12,564,517 (12,564,517) 84 (10,738,684)
-------------------------------------------------- ---------------------------------------------------- ------------------------------------------------ ---------------------------------------------------
Net assets 10,738,6
12,564,517 (12,564,517) 84 (10,738,684)
-------------------------------------------------- ---------------------------------------------------- ------------------------------------------------ ---------------------------------------------------
i) Liquidity risk
This is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities.
The Company is faced with some level of liquidity risk as 5% of
the Company's investments are in unlisted equities and other
investments that may not be readily realisable.
In accordance with the Company's policy, the Investment Manager
monitors the Company's liquidity risk, and the Board of Directors
has overall responsibility.
The table below shows the split of investments with maturity
dates of less than a year and investments with no maturity
date.
31 March 2019 31 March 2018
Less Greater No Less Greater No
than than maturity Total than than 1 maturity Total
1 1 year date 1 year date
year year
GBP GBP GBP GBP GBP GBP GBP GBP
Listed - - 116,042,185 116,042,185 - - 102,338,074 102,338,074
Unlisted - 2,533,290 7,069696 9,602,986 398,373 802,221 3,848,170 5,048,764
-------------------------------------------- ------------------------------------------------ ----------------------------------------------- --------------------------------------------- ------------------------------------------- --------------------------------------------- ---------------------------------------------- ---------------------------------------------
- 2,533,290 123,111,881 125,645,171 398,373 802,221 106,186,244 107,386,838
------------------------------------------------------- ------------------------------------------------ ----------------------------------------------- --------------------------------------------- ------------------------------------------- --------------------------------------------- ---------------------------------------------- ---------------------------------------------
The Company's financial liabilities are due to mature within one
year from the Statement of Financial Position date. The contractual
maturities of these financial liabilities equal their carrying
amount on the Statement of Financial Position. As the Company is in
a net current asset position, the Directors are satisfied that
there are adequate resources to meet these obligations as they fall
due.
ii) Credit risk
The Company does not have any significant exposure to credit
risk arising from any one individual party. Credit risk is spread
across a number of counterparties, each having an immaterial effect
on the Company's cash flows, should a default happen. The Company's
maximum credit risk exposure at the statement of financial position
date is represented by the respective carrying amounts of the
financial assets in the Statement of Financial Position.
There is a risk that the custodian and bank used by the Company
to hold assets and cash balances could fail and that the Company's
assets may not be returned.
Associated with this is the additional risk of fraud or theft by
employees of those third parties. The Board manages this risk
through the Investment Manager monitoring the financial position of
those custodians and banks used by the Company.
The credit rating of the custodian and the bank, BNP Paribas
Securities Services S.C.A., Guernsey Branch, is A with Standard
& Poor's.
iii) Operational risk
Operational risk is the risk of direct or indirect loss arising
from a wide variety of causes associated with the processes,
technology and infrastructure supporting the Company's activities
with financial instruments either internally within the Company or
externally at the Company's service providers, and from external
factors other than credit, market and liquidity risks such as those
arising from legal and regulatory requirements and generally
accepted standards of investment management behaviour.
The Company's objective is to manage operational risk so as to
balance limiting of financial losses and damage to its reputation
with achieving its investment objective.
Capital management policies and procedures
The Company's capital management objectives are:
- to ensure that the Company will be able to continue as a going concern; and
- to maximise the income and capital return to its equity
shareholders through an appropriate balance of equity capital and
long-term debt. The policy is that gearing should not exceed 20% of
net assets.
The Company's capital at 31 March comprises:
2019 2018
Equity GBP GBP
Share
capital 49,789,346 49,789,346
Capital 1,246,500 1,246,500
redemption
reserve
and other
reserves
Other 82,290,052 74,205,667
reserves
--------------------------------------------------- --------------------------------------------------
133,325,898 125,241,513
------------------------------------------------------------------------------------------------------ --------------------------------------------------
The Company does not have any long term debt outstanding as at
31 March 2019 and 31 March 2018.
The Board, with the assistance of the Investment Manager,
monitors and reviews the broad structure of the Company's capital
on an ongoing basis. This review includes:
- the planned level of gearing, which takes account of the
Investment Manager's views on the market;
- the need to buy back equity shares for cancellation, which
takes account of the difference between the net asset value per
share and the share price (i.e. the level of share price discount
or premium);
- the need for new issues of equity shares; and
- the extent to which revenue in excess of that which is
required to be distributed should be retained.
The Company's objectives, policies and processes for managing
capital are unchanged from the preceding accounting period and
there are no imposed capital requirements.
17. Fair value hierarchy
Where an asset or liability's value is determined based on
inputs from different levels of the hierarchy, the level in the
fair value hierarchy assumed for the valuation assessment is the
lowest level input significant to the fair value measurement in its
entirety.
Investments whose values are based on quoted market prices in
active markets, and therefore classified within level 1, include
active listed equities. The Company does not adjust the quoted
price for these instruments.
Financial instruments that trade in markets that are not
considered to be active but are valued based on quoted market
prices, dealer quotations or alternative pricing sources supported
by observable inputs are classified within level 2. As level 2
investments include positions that are not traded in active markets
and/or are subject to transfer restrictions, valuations may be
adjusted to reflect illiquidity and/or non-transferability, which
are generally based on available market information.
Investments classified within level 3 have significant
unobservable inputs. Level 3 instruments consists of private equity
positions. As observable prices are not available for these
securities, the Company has used valuation techniques to derive the
fair value. For certain investments, the Company utilises
comparable trading multiples and recent transactions in arriving at
the valuation for these positions. The Investment Manager
determines comparable public companies (peers) based on industry,
size, developmental stage and strategy.
Management then calculates a trading multiple for each
comparable company identified. The multiple is calculated by
dividing the enterprise value of the comparable company by its
earnings before interest, taxes, depreciation and amortisation
(EBITDA). The trading multiple is then discounted for
considerations such as illiquidity and differences between the
comparable companies based on company-specific facts and
circumstances. New investments are initially carried at cost, for a
limited period, being the price of the most recent investment in
the investee company.
In accordance with IPEV valuation guidelines changes and events
since the acquisition date are monitored to assess the impact on
the fair value of the investment and the valuation derived from
investment cost is adjusted if necessary. Fair value is the price
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date.
The table below analyses financial instruments measured at fair
value at the end of the reporting period by the level in the fair
value hierarchy into which the fair value measurement is
categorised.
31 March
2019 Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Financial
assets at
fair
value
through
profit or
loss
Listed
securities 107,412,185 8,630,000 - 116,042,185
Unlisted
securities - - 9,602,986 9,602,986
107,412,185 8,630,000 9,602,986 125,645,171
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
31 March 2018
Financial assets at
fair value
through profit or loss
Listed securities 102,338,074 - - 102,338,074
Unlisted securities - - 5,048,764 5,048,764
102,338,074 - 5,048,764 107,386,837
------------ ---------- ------------
The following table summarises the changes in fair value of the
Company's Level 3 investments for the year ended 31 March 2019.
2019 2018
GBP GBP
Balance at 1 April 5,048,764 3,714,598
Net realised
(losses)/gains on
investments (228,908) (159,207)
Unrealised
gains/(losses) on
investments (23,021) (580,661)
Purchase of investments 1,294,600 1,981,034
Sale of investments - -
Transfers from level 1
into level 3 3,511,551 93,000
Transfers from level
3 into level 2 - -
------------------------------------------- -------------------------------------------
Balance at 31 March 9,602,986 5,048,764
------------------------------------------- -------------------------------------------
Change in unrealised
losses / (gains)
on investments
included in Statement
of Comprehensive
Income for Level 3
investments held (23,021) 784,711
------------------------------------------- -------------------------------------------
During the year ended 31 March 2019, there was one transfer from
level 1 to level 3 resulting from an investee company's listing
being suspended (31 March 2018: There was one transfer from level 1
to level 3 resulting from an investee company's listing being
cancelled). There were three transfers from Level 1 to Level 2 as a
result of low market activity.
Transfers between levels are determined based on changes to the
significant inputs used in the fair value estimation. The directors
have selected an accounting policy to apply transfers between
levels in the fair value hierarchy at the beginning of the relevant
reporting period.
The table below sets out information about significant
unobservable inputs used at 31 March 2019 in measuring financial
instruments categorised as Level 3 in the fair value hierarchy.
Fair Value Sensitivity to changes
at 31 March Unobservable in significant unobservable
Valuation Method 2019 (GBP) inputs Factor inputs
-------------------- ------------- ------------- ------- -----------------------------
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 1,332,459 multiple 15.1x multiple was increased
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 3,499,800 multiple 7.5x multiple was increased
-------------------- ------------- ------------- ------- -----------------------------
Fair Value Sensitivity to changes
at 31 March Unobservable in significant unobservable
Valuation Method 2018 (GBP) inputs Factor inputs
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 1,200,594 multiple 14.0x multiple was increased
-------------------- ------------- ------------- ------- -----------------------------
The remaining investments classified as Level 3 have not been
included in the above analysis as they have either a fair value
that either approximates a recent transaction price or is cash held
in escrow pending the outcome of certain post sale conditions (i.e.
warranties).
Although the Company believes that its estimates of fair value
are appropriate, the use of different methodologies or assumptions
could lead to different measurements of fair value. For fair value
measurements in Level 3, changing one or more of the assumptions
used to reasonably possible alternative assumptions would have the
following effects on the net assets attributable to the
shareholders.
As at 31 March 2019
Valuation Method Input Sensitivity used GBP
-------------------- ------------------- ---------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/- 1.0x (16.1/15.1) 117,758/(98,384)
-------------------- ------------------- ---------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/- 10.0% (8.3/6.8) 387,267/(387,267)
-------------------- ------------------- ---------------------- ------------------
As at 31 March 2018
Valuation Method Input Sensitivity used GBP
-------------------- ------------------- --------------------- ------------------
Comparable Company Earnings (EBITDA)
Multiples multiple +/- 10% (15.4/12.6) 140,096/(140,096)
-------------------- ------------------- --------------------- ------------------
A sensitivity of 1.0x and 10% has been considered appropriate
given the earnings (EBITDA) multiple for comparable company
multiples lies within this range.
18. Related parties
All transactions with related parties are carried out at arm's
length and the prices reflect the prevailing fair market value of
the assets on the date of the transaction.
The Investment Manager and Investment Adviser are considered to
be related parties. The fees paid are included in the Statement of
Comprehensive Income and further detailed in Notes 4 and 5.
The Directors are also considered to be related parties and
their fees are disclosed in the Statement of Comprehensive Income.
At 31 March 2019, GBP38,125 (2018: GBP38,125) included in other
accruals and payables was payable to the Directors.
Christopher Mills is a Director and shareholder of Oryx
International Growth Fund Limited. He is also a Partner and the
Chief Executive of Harwood Capital LLP, the Company's Investment
Manager and Investment Adviser and Chief Investment Officer of
North Atlantic Smaller Companies Investment Trust plc "NASCIT",
which is a substantial shareholder of Oryx as detailed in the
Annual Report.
Rupert Evans is a consultant to the law firm Mourant Ozannes,
the legal adviser to the Company. The Company neither paid fees to
Mourant Ozannes during the year, nor had any dues outstanding at
the Statement of Financial Position date (2018: Nil).
As at 31 March 2019, the Company held 2,500,000 (2018:
2,500,000) shares in Harwood Wealth Management Group valued at
GBP3,250,000 (2018: GBP3,625,000). The Company considers Harwood
Wealth Management Group a related party as Mr Christopher Mills, a
non-executive director of Harwood Wealth Management Group, is also
a member of key management personnel of the Company.
Sidney Cabessa is a Director of Harwood Capital Management
Limited, the parent company of Harwood Capital LLP. No fees were
paid or are payable to Harwood Capital Management Limited.
19. Majority Shareholder
NASCIT holds 51.86% of the Ordinary shares of the Company
20. Subsequent Events
There have been no significant events subsequent to the year
end, which, in the opinion of the Directors, may have had an impact
on the financial statements for the year ended 31 March 2019.
COMPANY INFORMATION
Registered Office
BNP Paribas House,
St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Investment Manager
Harwood Capital LLP
6 Stratton Street, Mayfair, London, W1J 8LD
Investment Adviser
Harwood Capital LLP
6 Stratton Street, Mayfair, London, W1J 8LD
Custodian
BNP Paribas Securities Services S.C.A., Guernsey Branch
BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Secretary and Administration
BNP Paribas Securities Services S.C.A., Guernsey Branch
BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Registrars
Link Market Services (Guernsey) Limited (formerly Capita
Registrars (Guernsey) Limited)
PO Box 627, St Sampson, Guernsey, GY1 4PP
Stockbroker
Winterflood Securities Limited
The Atrium Building, Cannon Bridge House
25 Dowgate, Hill, London, EC4R 2GA
Independent Auditor
KPMG Channel Islands Limited
Glategny Court, Glategny Esplanade
St Peter Port, Guernsey, GY1 1WR
Legal Advisers
To the Company as to Guernsey law:
Mourant Ozannes
Royal Chambers, St. Julian's Avenue, St Peter Port,
Guernsey, Channel Islands, GY1 4HP
To the Company as to English law:
Bircham Dyson Bell
50 Broadway
London, SW1H 0BL
Website
www.oryxinternationalgrowthfund.co.uk
Enquiries:
Sarah Hendry
BNP Paribas Securities Services S.C.A., Guernsey Branch
Tel: +44 (0) 1481 750 822
A copy of the Company's Annual Report and Financial Statements
is available from the Company Secretary, (BNP Paribas Securities
Services S.C.A., Guernsey Branch, St Julian's Avenue, St Peter
Port, Guernsey,GY1 1WA), or on the Company's website
(www.oryxinternationalgrowthfund.co.uk).
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR SSFFIIFUSELW
(END) Dow Jones Newswires
July 05, 2019 11:45 ET (15:45 GMT)
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