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OIG Oryx International Growth Fund Ltd

1,172.50
2.50 (0.21%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Oryx International Growth Fund Ltd LSE:OIG London Ordinary Share GG00B3BTVQ94 ORD 50P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  2.50 0.21% 1,172.50 1,145.00 1,200.00 1,145.00 1,145.00 1,145.00 17,920 16:35:01
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Unit Inv Tr, Closed-end Mgmt -10M -12.98M -0.9269 -12.35 160.3M

Oryx International Growth Fund Ld Half-year Report (5042Z)

15/12/2017 3:48pm

UK Regulatory


Oryx International Growth (LSE:OIG)
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TIDMOIG

RNS Number : 5042Z

Oryx International Growth Fund Ld

15 December 2017

15 December 2017

FOR IMMEDIATE RELEASE

RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A., GUERNSEY BRANCH

HALF-YEARLY RESULTS ANNOUNCEMENT

THE BOARD OF DIRECTORS OF Oryx International Growth Fund Limited ANNOUNCE UNAUDITED CONDENSED HALF-YEARLY RESULTS FOR THE SIX MONTHSED 30 SEPTEMBER 2017

A copy of the Company's Unaudited Condensed Half Yearly Financial Report will be available via the following link:

www.oryxinternationalgrowthfund.co.uk

HALF-YEARLY BOARD REPORT

FINANCIAL HIGHLIGHTS, PERFORMANCE SUMMARY AND DIVID HISTORY

Financial highlights

Share buybacks

In the six month period ended 30 September 2017, Oryx International Growth Fund Limited (the "Company") carried out 2 share buybacks, resulting in a total reduction of 444,000 shares for a cost of GBP2,782,500. These shares were subsequently cancelled.

 
 (GBP in millions, except per            At 30 September   At 31 March 
  share data and the number of                      2017          2017 
  Ordinary Shares in issue) 
 
 Number of Ordinary Shares in 
  issue                                       14,415,125    14,859,125 
 
 Market capitalisation(1) 
 - Ordinary Shares                                100.55          95.1 
 
 Net Asset Value ("NAV") attributable 
  to shareholders 
  - Ordinary Shares                               123.59        119.23 
 
 Investments                                      120.52        110.54 
 
 Cash and cash equivalents                          3.37          8.95 
 
 NAV per share attributable to 
  shareholders 
  - Ordinary Shares                                 8.57          8.02 
 
 Share Price                                        6.98          6.40 
 
 Discount to NAV (based on published 
  NAV)                                          (20.10)%      (21.86)% 
 
 Earnings per share                                 0.49          1.10 
 

Dividend history

No Ordinary Share dividend was declared during the period.

(1) - Source: Bloomberg

CHAIRMAN'S STATEMENT

It is again my pleasure to report a good set of results for the six months ended 30 September 2017. The net asset value per share increased by 6.9% which compares favourably with the rise in appropriate indices. These results consolidate a period of strong growth over the last five years where the Company's NAV has increased by 120%.

As has been stated on many occasions in the past, the success of this Company is derived from investing in situations where the Manager, Harwood Capital, led by Christopher Mills, is able to influence the maximisation of value in our holdings. This long term approach has been very successful and has given shareholders very strong returns over the last five years. Harwood Capital continue to look for new investments at attractive prices but this process can be time consuming and, in a rising market, frustrating. As is reported below, there are grounds for optimism in the medium term as investments continue to mature with good prices being achieved on exit and new opportunities identified.

We continue to buy back shares and during the period, the Company purchased for cancellation 444,000 shares at an average discount of 18%. This policy continues to benefit shareholders.

In accordance with our long established policy, the directors are not recommending a dividend.

Nigel Cayzer

Chairman

15 December 2017

executive sUMMARY

This Executive Summary is designed to provide information about the Company's business and results for the six month period ended 30 September 2017. It should be read in conjunction with the Chairman's Statement and the Investment Manager's Report which gives a detailed review of investment activities for the period and an outlook for the future.

Corporate summary

The Company is a Guernsey Authorised Closed-Ended Collective Investment Scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended, and the Authorised Closed Ended Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission. It was incorporated and registered with limited liability in Guernsey on 2 December 1994, with registration number 28917. The Company has a premium listing on the Main Market of the London Stock Exchange.

The Company's share capital is denominated in Sterling and each Ordinary Share carries equal voting rights.

The Investment Manager and Investment Adviser during the period was Harwood Capital LLP (the "Investment Manager" and the "Investment Adviser") a United Kingdom limited liability partnership incorporated under the Limited Partnerships Act 2000 (partnership number OC304213) and regulated by the Financial Conduct Authority.

Harwood Capital LLP was authorised by the Financial Conduct Authority ("FCA"), on 27 October 2014, as a Small Authorised UK Alternative Investment Fund Manager ('AIFM') under the Alternative Investment Fund Managers Directive (the 'AIFMD') and the Company has been included in Harwood Capital LLP's Schedule of Alternative Investment Funds ('AIFs'). As a Small Authorised UK AIFM, Harwood Capital LLP is not subject to the full scope of the Directive but must report to the FCA annually on the Company and the other AIFs that it manages.

Significant events

In the six month period ended 30 September 2017, the Company carried out 2 share buybacks, resulting in a total reduction of 444,000 shares for a cost of GBP2,782,500. These shares were subsequently cancelled. Please refer to note 10 for more detail.

Company investment objective and policy

The investment objective of the Company is to seek to generate consistently high absolute returns whilst maintaining a low level of risk for shareholders.

The Company principally invests in small and mid-size quoted and unquoted companies in the United Kingdom and the United States. The Investment Manager targets companies that have fundamentally strong business models, but where there may be specific factors which are constraining the maximisation or realisation of shareholder value, which may be realised through the pursuit of an activist shareholder agenda by the Investment Manager. Dividend income is a secondary consideration when making investment decisions.

Director interests

The Board comprises seven non-executive Directors, five of whom are independent: Nigel Cayzer (Chairman), Walid Chatila, Rupert Evans, John Grace and John Radziwill. Christopher Mills is an employee of the Investment Manager and Sidney Cabessa is a Director of Harwood Capital Management Limited and are therefore not regarded as independent. Information on each director is presented below.

Walid Chatila, Rupert Evans and John Radziwill are members of the Audit Committee and Nomination Committee. Nigel Cayzer, Sidney Cabessa, and John Grace are also members of the Nomination Committee.

Christopher Mills is a Partner and Chief Executive Officer of the Investment Manager and Investment Adviser. Harwood Capital LLP is entitled to fees as detailed in notes 4 and 5. 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. (30 September 2016: Nil)

Information on the Directors' remuneration is detailed in note 8. Other than fees payable in the ordinary course of business, there have been no material transactions with these related parties.

The Company has not set any requirements or guidelines for Directors to own shares in the Company. As at the date of approval of the Half-Yearly Financial Report, Directors and their connected persons held the following number of Ordinary Shares in the Company:

 
 Director             Directors' holdings in the 
                       Company's Ordinary Shares 
-------------------  --------------------------- 
 Christopher Mills                       328,716 
-------------------  --------------------------- 
 John Grace (1)                          130,000 
                                         346,607 
-------------------  --------------------------- 
 

(1) 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.

Principal risks and uncertainties

When considering the total return of the Company, the Board takes account of the risk which has been taken in order to achieve that return. The Board looks at the following risk factors as listed below:

   --     Investment activity and performance 
   --     Level of discount or premium 
   --     Market price risk 

Information on these risks and how they are managed is given in the Annual Report and Financial Statements for the year ended 31 March 2017. In the view of the Board, these principal risks and uncertainties are as applicable to the remaining six months of the financial year as they were in the six months under review.

Going concern

Under the UK Corporate Governance Code and applicable regulations, the Directors are required to satisfy themselves that it is reasonable to assume that the Company is a going concern from the date of approval of the condensed financial statements.

The Directors have considered the Company's investment objective and risk management policy, its assets and the expected income and return from its investments. The Directors are of the opinion that the Company is able to meet its liabilities and ongoing expenses as they fall due and they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, these 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 special resolution outlined in Article 51 of the Articles of Incorporation was not passed at the AGM on 31 August 2017. Hence, the Company will continue its operations until the 2019 AGM when the special resolution outlined in Article 51 will be proposed to the shareholders again.

Events after the reporting date

The Directors are not aware of any developments that might have a significant effect on the operations of the Company in subsequent financial periods not already disclosed in this report or the attached condensed financial statements.

Future strategy

The Board continues to believe that the investment strategy and policy adopted by the Company is appropriate for and is capable of meeting the Company's investment objective.

The overall strategy remains unchanged and it is the Board's assessment that the Investment Manager resources are appropriate to properly manage the Company's portfolio in the current and anticipated investment environment.

Please refer to the Investment Manager's report for detail regarding performance to date of the investment portfolio and the main trends and factors likely to affect those investments.

BOARD MEMBERS

Directors

All Directors are non-executive.

Nigel Cayzer (Chairman)

British

Nigel Cayzer is Chairman of Aberdeen Asian Smaller Companies Investment Trust PLC. He is also a director of a number of private companies. He has been Chairman or a director of a number of Investment Companies and was Chairman of Maggie's, a leading cancer charity, from 2005 until 2014.

Sidney Cabessa

French

Sidney Cabessa is also a director of Club-Sagem and Mercator/Nature et découvertes. He was Chairman of CIC Finance, an Investment Fund and a subsidiary of French banking group, CIC - Credit Mutuel and was previously a Director of other investment companies.

Walid Chatila

Canadian

Walid Chatila has more than 11 years of international audit and special assignment experience in the Middle East and North America. He is a Certified Public Accountant (Texas 1984) and a Certified Professional Accountant (Ontario 1991). From 1994 to 2006, he was the Finance Director of Emirates Holdings in Abu Dhabi, United Arab Emirates, and between 2006 and 2011, he assumed the role of General Manager of Al Nowais Investment LLC. He is currently advisor to the Chairman of Arab Development Establishment in Abu Dhabi.

Rupert Evans

British

Rupert Evans is a Guernsey Advocate and was a partner in the firm of Ozannes between 1982 and 2003, since then he has been a consultant to Ozannes (now Mourant Ozannes). He is a non-executive director of a number of other investment companies some of which are quoted on recognised stock exchanges. He is a Guernsey resident.

Christopher Mills

British

Christopher Mills is a Partner and the Chief Executive Officer of Harwood Capital LLP. He is also Chief Investment Officer of North Atlantic Smaller Companies Investment Trust plc ("NASCIT"). NASCIT is the winner of numerous Micropal and S&P Investment Trust awards. In addition, he is a non-executive director of numerous UK companies which are either currently, or have in the past five years been, publicly quoted.

John Radziwill

British

John Radziwill is currently a director of INTL FC Stone, Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth Street Capital Ltd and Vendor Safe Technologies LLC. In the past ten years, he also served as a director of Acquisitor Plc and Acquisitor Holdings (Bermuda) Ltd, Air Express International Corp., Radix Ventures Inc, Baltimore Capital Plc, Lionheart Group Inc, USA Micro Cap Value Co Ltd and Radix Organisation Inc. Mr Radziwill is a member of the Bar of England and Wales.

John Grace

New Zealander

John Grace is actively involved in the management of several global businesses including asset management, financial services, and real estate. He is a Director and Founder of Sterling Grace International Ltd. Sterling Grace and its affiliates manage investments for high net-worth investors, institutions and investment partnerships. The company is active in global money management, financial services, private equity and real estate investments. He is also Chairman of Trustees Executors Holdings Ltd, owner of the premier and oldest New Zealand trust company established in 1882. It is the market leader in the corporate trust business. Its clients include government divisions, corporations and banks. The company is active in wholesale financial services including trust accounting, securities custody and mutual fund registry. It is also actively engaged in the personal trust business. Mr Grace graduated from Georgetown University. Mr Grace has served as a director of numerous public companies and charities. He currently supports genetic research and education initiatives in science at the university of Lausanne, EPFL École polytechnique fédérale de Lausanne and CERN, the European Organization for Nuclear Research.

INVESTMENT MANAGER'S REPORT

During the six month period under review, the net asset value per share rose by 6.9% which compares favourably with the rise in appropriate indices.

Quoted equities:

The major success for the period was a 100% rise in the value of Quantum Pharma following a takeover bid. Other stocks that performed well include EKF Diagnostics Holdings Plc (+10%), Minds Plus Machines Group (+20%), Bioquell Plc (+50%), Anpario Plc (+30%) and Ten Entertainment Group which is up 13% since the IPO in early April.

The successes were offset by weakness in our two wealth management stocks, Harwood Wealth Management Group Plc and Frenkel Topping Group Plc which fell by around 15%. Lakehouse Plc also fell by over 25% due to its modest exposure to the Grenfell Towers disaster, although the share price has recovered in October. Augean Plc also fell by over 50% following an HMRC notice that it has underpaid landfill tax. The company intends to vigorously defend its position so we are optimistic that there could be a substantial recovery from the current price.

Unquoted equities:

No new investments were made during the period. Unfortunately, it was necessary to write down Sherwood Holdings Limited due to poor trading. This was partly offset by an increase in the valuation of Jaguar Holdings Limited as a result of significant new contract wins.

Outlook:

We continue to believe that equities are fairly valued and there is significant market risk where companies report disappointing results.

MIFID II will, in our opinion, further reduce market liquidity and therefore lead to increased volatility. The short term impact of this on the portfolio might be unfavourable although, in the long term, we believe it will create significant opportunities given our different investment strategy.

Finally, we continue to expect further corporate activity over the next twelve months which should help build the net asset value over the medium term.

Harwood Capital LLP

15 December 2017

LARGEST EQUITY HOLDINGS

As at 30 September 2017

M J Gleeson Plc

Gleeson is a market leader in building affordable homes in the North of England. The company continues to perform well relative to market expectations. Recent results confirmed a significantly higher than expected dividend which should support further growth in the share price over the medium term.

Quantum Pharma Plc

The company is being taken over by Clinigen Group plc with the proceeds expected prior to the end of the calendar year.

EKF Diagnostics Holdings Plc

The company is a leading supplier of point of care product for the hemoglobin and diabetes markets. Recent results have been very strong. The company has no net debt with cash balances rising strongly as the company completes its capital expenditure programme.

Sportech Plc

The company provides services to the gaming industry. Following the sale of its UK business, the company is significantly reducing its cost base which should result in a significant improvement in profitability over the next twelve months.

The company also has very substantial cash balances which are expected to be returned to shareholders in the near future.

Satellite Solutions Worldwide Group Ltd

The company provides fast broadband services for people living in remote locations. The company is a market leader with excellent prospects due to strong organic growth and add-on acquisitions.

Minds Plus Machines Group

The company is a worldwide company selling domain names including .London and .VIP. In particular .VIP has been very popular in China. The company has substantial net cash balances and is now profitable.

TEN Entertainment Group Plc

The company is the second largest indoor bowling business. The stock has performed well since the IPO and the recent trading statement shows that good progress is being made in the current year.

Goals Soccer Centres Plc

The company is the leading five-a-side soccer business in the UK. The company is in the midst of a major turnaround following years of under investment in the sites. A recent joint venture with City Football in the USA could materially improve profitability over the long term.

Frenkel Topping Group Plc

The company is a market leader in providing financial advisory services to people who have suffered catastrophic injuries. In addition, the company has a fund management business that is growing rapidly. The company has substantial net cash with profits also growing rapidly.

Lakehouse Plc

The company provides compliance services mainly for the public sector. The share price was adversely impacted by the Grenfell Tower disaster but has recently won substantial new contracts. A non-core division was sold in early October which has significantly reduced group debt. The outlook for 2018 is encouraging.

DIRECTORS' STATEMENT OF RESPONSIBILITIES

The Directors are responsible for preparing the Half-Yearly Financial Report in accordance with applicable Guernsey law and regulations.

The Directors confirm to the best of their knowledge that:

-- the unaudited condensed half-yearly financial statements have been prepared in accordance with IAS 34, "Interim Financial Reporting" and give a true and fair view of the assets, liabilities, financial position and profit of the Company as at 30 September 2017, as required by the UK Listing Authority Disclosure Guidance and Transparency Rule 4.2.4R;

-- the combination of the Chairman's Statement, the Investment Manager's Report, the Executive Summary and the notes to the unaudited condensed half-yearly financial statements include a fair view of the information required by:

1. Rule 4.2.7R of the Disclosure Guidance and Transparency Rules of the UK's Listing Authority ("DTR"), being an indication of important events that have occurred during the six months ended 30 September 2017 and their impact on the condensed financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

2. DTR 4.2.8R, being related party transactions that have taken place during the six months ended 30 September 2017 and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last annual report that could do so.

By order of the Board

   Walid Chatila                                                                          Rupert Evans 

Director Director

15 December 2017 15 December 2017

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 September 2017

 
                                               Six months ended 30 September 2017   Six months ended 30 September 2016 
                                                                      (Unaudited)                          (Unaudited) 
                                       Notes                                  GBP                                  GBP 
 Income 
 Investment income                         3                              359,792                              287,988 
 Realised gain on financial assets 
  designated at fair value through 
  profit or loss                           9                            7,166,200                            5,823,562 
 Unrealised gain on financial assets 
  designated at fair value through 
  profit or loss                                                          686,561                            6,726,551 
 (Loss) / gain on foreign currency 
  translation                                                             (1,431)                                1,738 
------------------------------------  ------ 
 Total income                                                           8,211,122                           12,839,839 
------------------------------------  ------  -----------------------------------  ----------------------------------- 
 
 Expenses 
 Investment manager and investment 
  advisory fees                            4                              648,035                              519,367 
 Transaction costs                                                         75,972                               47,850 
 Directors' fees and expenses              8                              107,224                               83,956 
 Audit fees                                                                27,853                               26,594 
 Administration fees                       7                               62,425                               43,268 
 Legal and professional fees                                               69,907                               38,653 
 Registrar and transfer agent fees                                          9,281                               17,829 
 Custodian fees                            6                               15,836                               13,577 
 Insurance fees                                                             2,564                                2,550 
 Regulatory fees                                                            8,755                                8,640 
 Printing fees                                                             14,304                                8,832 
 Other expenses                                                            15,620                               17,165 
------------------------------------  ------  -----------------------------------  ----------------------------------- 
 Total expenses                                                         1,057,776                              828,281 
------------------------------------  ------  -----------------------------------  ----------------------------------- 
 
 Profit before taxation                                                 7,153,346                           12,011,558 
------------------------------------  ------  -----------------------------------  ----------------------------------- 
 Withholding tax on dividends                                            (11,585)                              (2,600) 
                                              -----------------------------------  ----------------------------------- 
 Profit after taxation and total 
  comprehensive income                                                  7,141,761                           12,008,958 
------------------------------------  ------  -----------------------------------  ----------------------------------- 
 
 
 Basic and diluted earnings per 
  Ordinary Share                          12                                 0.49                                 0.79 
------------------------------------  ------  -----------------------------------  ----------------------------------- 
 

The Company has no items of other comprehensive income, and therefore the profit for the period is also the total comprehensive income.

All items in the above statement are derived from continuing operations. No operations were acquired or discontinued during the period.

The accompanying notes form an integral part of these financial statements.

CONDENSED STATEMENT OF FINANCIAL POSITION

As at 30 September 2017

 
                                                                                   30 September 2017        31 March 
                                                                                                                2017 
                                                                           Notes         (Unaudited)       (Audited) 
                                                                                                 GBP             GBP 
                                                                                  ------------------  -------------- 
 Non-current assets 
 Listed investments designated at fair value through profit or loss 
  (Cost - GBP91,837,445 ( 
  31 March 2017 - GBP81,538,669))                                              9         116,576,177     102,297,113 
 Unlisted investments designated at fair value through profit or loss 
  (Cost - GBP4,169,118 
  (31 March 2017 - GBP5,183,538))                                              9           3,939,675       8,247,821 
                                                                                  ------------------  -------------- 
                                                                                         120,515,852     110,544,934 
                                                                                  ------------------  -------------- 
 
 Current assets 
 Cash and cash equivalents                                                                 3,366,819       8,949,022 
 Amounts due from brokers                                                                     25,797         332,705 
 Dividends and interest receivable                                                            41,756         182,025 
 Other receivables                                                                             6,982           3,212 
 Total current assets                                                                      3,441,354       9,466,964 
                                                                                  ------------------  -------------- 
 
 Total assets                                                                            123,957,206     120,011,898 
                                                                                  ------------------  -------------- 
 
 Current liabilities 
 Other payables and accrued expenses                                                         330,896         340,665 
 Amounts due to brokers                                                                       40,707         250,000 
 Amounts due for share buybacks                                                                    -         194,891 
 Total current liabilities                                                                   371,603         785,556 
                                                                                  ------------------  -------------- 
 
 Net assets                                                                              123,585,603     119,226,342 
                                                                                  ------------------  -------------- 
 
 Shareholders' equity 
 Share capital                                                                10          49,900,846      50,122,846 
 Capital redemption reserve                                                                1,246,500       1,246,500 
 Other reserves                                                                           72,438,257      67,856,996 
                                                                                  ------------------  -------------- 
 Total shareholders' equity                                                              123,585,603     119,226,342 
                                                                                  ------------------  -------------- 
 
 Net Asset Value per Ordinary Share - basic and diluted 
                                                                           11,13             GBP8.57         GBP8.02 
                                                                                  ------------------  -------------- 
 

The condensed financial statements were approved by the Board of Directors on 15 December 2017 and are signed on its behalf by:

   Walid Chatila                                                                   Rupert Evans 
   Director                                                                         Director 

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the six months ended 30 September 2017 (Unaudited)

 
                                                    Capital 
                                        Share    redemption         Other 
                                      Capital       reserve      reserves         Total 
                            Note          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 period                     -             -     7,141,761     7,141,761 
 Transactions with 
  owners, recorded 
  directly to equity 
 - Cancellation of 
  shares                     10     (222,000)             -   (2,560,500)   (2,782,500) 
-------------------------  -----  -----------  ------------  ------------  ------------ 
 Balance at 30 September 
  2017                             49,900,846     1,246,500    72,438,257   123,585,603 
-------------------------  -----  -----------  ------------  ------------  ------------ 
 

For the six months ended 30 September 2016 (Unaudited)

 
                                              Capital 
                                  Share    redemption        Other 
                                Capital       reserve     reserves         Total 
                                    GBP           GBP          GBP           GBP 
-------------------------   -----------  ------------  -----------  ------------ 
 Balance at 1 April 
  2016                       50,289,346     1,246,500   53,181,631   104,717,477 
--------------------------  -----------  ------------  -----------  ------------ 
 Total comprehensive 
  income for the period               -             -   12,008,958    12,008,958 
 Transactions with 
  owners, recorded 
  directly to equity 
 - Cancellation of 
  shares                       (69,000)             -    (744,750)     (813,750) 
--------------------------  -----------  ------------  -----------  ------------ 
 Balance at 30 September 
  2016                       50,220,346     1,246,500   64,445,839   115,912,685 
--------------------------  -----------  ------------  -----------  ------------ 
 

CONDENSED STATEMENT OF CASH FLOWS

For the six months ended 30 September 2017

 
                                                                          Six months ended 30      Six months ended 30 
                                                                               September 2017           September 2016 
                                                                                          GBP                      GBP 
                                                                 Note             (Unaudited)              (Unaudited) 
--------------------------------------------------------------  -----  ----------------------  ----------------------- 
 Cash outflow from operating activities 
 
 Profit after taxation and total comprehensive income for the 
  period                                                                            7,141,761               12,008,958 
 
 Adjustments to reconcile profit after tax to net cash flows: 
 
     *    Realised gain on financial assets designated at fair 
          value through profit or loss                            9               (7,166,200)              (5,823,562) 
 
     *    Unrealised gain on financial assets designated at 
          fair value through profit or loss                                         (686,561)              (6,726,551) 
 
     *    Net loss / (gain) on foreign currency translation                             1,431                  (1,738) 
 
 Purchase of financial assets designated at fair value through 
  profit or loss                                                                 (23,609,924)             (27,358,570) 
 Proceeds from sale of financial assets designated at fair 
  value through profit or loss                                                     21,491,768               23,148,197 
 
 Changes in working capital 
 Decrease in other receivables                                                        136,499                   81,008 
 Decrease in amounts due from brokers                                                 306,908                  158,381 
 Decrease in other payables and accrued expenses                                      (9,769)                 (19,220) 
 Decrease in amounts due to brokers                                                 (209,293)                (354,959) 
 
 Net cash outflow from operating activities                                       (2,603,380)              (4,888,056) 
--------------------------------------------------------------  -----  ----------------------  ----------------------- 
 
 Cash outflow from financing activities 
 Cancellation of shares                                                           (2,977,391)                (813,750) 
 Net cash outflow from financing activities                                       (2,977,391)                (813,750) 
--------------------------------------------------------------  -----  ----------------------  ----------------------- 
 
 Net decrease in cash and cash equivalents in the period                          (5,580,771)              (5,701,806) 
--------------------------------------------------------------  -----  ----------------------  ----------------------- 
 
 Cash and cash equivalents at the beginning of the period                           8,949,022               19,514,960 
 Effect of exchange rate fluctuations on cash and cash 
  equivalents                                                                         (1,432)                    1,738 
 Cash and cash equivalents at the end of period                                     3,366,819               13,814,892 
--------------------------------------------------------------  -----  ----------------------  ----------------------- 
 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

   1.   General information 

The Company was registered in Guernsey on 2 December 1994 and commenced activities on 3 March 1995. The Company was listed on the London Stock Exchange on 3 March 1995.

The Company is a Guernsey Authorised Closed-Ended Investment Scheme and is subject to the Authorised Closed-Ended Investment Scheme Rules 2008.

The investment activities of the Company are managed by the Investment Manager and the administration of the Company is delegated to BNP Paribas Securities Services S.C.A., Guernsey Branch (the "Administrator").

Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

   2.   Accounting policies 

The Annual Report and Financial Statements is prepared in accordance with the Disclosure Guidance and Transparency Rules of the FCA and with International Financial Reporting Standards as adopted by the European Union ("IFRS") which comprise standards and interpretations approved by the International Accounting Standards Board (IASB), and interpretations issued by the International Accounting Standards and Standing Interpretations Committee as approved by the International Accounting Standards Committee which remain in effect. The Half-Yearly Financial Report has been prepared in accordance with International Accounting Standards (IAS) 34 - "Interim Financial Reporting". They have also been prepared using the same accounting policies applied for the year ended 31 March 2017 Annual Report and Financial Statements.

The Half-Yearly Financial Report has been prepared under a going concern basis. After analysing the following, the Directors believe that it is appropriate to adopt the going concern basis in preparing these financial statements:

-- Working capital - As at 30 September 2017, there was a working capital surplus of GBP3,069,751. The Directors noted that as at 30 September 2017 (i) the net investment income for the period from 1 April 2017 to 30 September 2017 was GBP7,141,761 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, Directors' fees, Administration fees and Legal and Professional fees) and to meet all of its obligations as they fall due.

-- Closed-ended Company --- The Company has been authorised by the Guernsey Financial Services Commission as an Authorised Closed-ended Collective Investment Scheme, as such there cannot be any shareholder redemptions, and therefore no cash flows out of the Company in this respect.

-- Investments - The Company has a tradable portfolio, as 97% of the investments are listed and can therefore be readily sold for cash.

The special resolution outlined in Article 51 of the Articles of Incorporation was not passed at the AGM on 31 August 2017. Hence, the Company will continue its operations until the 2019 AGM when the special resolution outlined in Article 51 will be proposed to the shareholders again.

There have been no changes in accounting policies during the period. The accounting policies in respect of financial instruments are set out below at 2.3 due to the significance of financial instruments to the Company.

2.1 Use of judgements and estimates

In preparing these half-yearly financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgements made by management in applying the Company accounting policies and the key sources of estimation uncertainty were the same as those applied to for the year ended 31 March 2017 Annual Report and Financial Statements.

2.2 Segment reporting

The Directors view the operations of the Company as one operating segment, being the investment business. All significant operating decisions are based upon analysis of the Company's investments as one segment. The financial results from this segment are equivalent to the financial results of the Company as a whole, which are evaluated regularly by the chief operating decision-maker (the Board with insight from the Investment Manager).

2.3 Financial instruments

Financial Assets

Classification

All investments of the Company are designated as financial assets at fair value through profit or loss. The investments are purchased mainly for their capital growth and the portfolio is managed, and performance evaluated, on a fair value basis in accordance with the Company's documented investment strategy, therefore the Directors consider that this is the most appropriate classification.

Initial recognition

Financial assets are measured initially at fair value being the transaction price. Subsequent to initial recognition on trade date, all assets classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income. Transaction costs are separately disclosed 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, recent investments and the net asset basis. Cost is considered appropriate for early stage investments. The relevance of this methodology can be eroded over time and in these cases the carrying values will be adjusted to reflect fair value.

For certain of the Company's financial instruments, including cash and cash equivalents, dividends and interest receivable and amounts due from brokers, the carrying amounts approximate fair value due to their immediate or short-term maturity.

De-recognition

De-recognition of financial assets occurs when the rights to receive cash flows from financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.

Financial liabilities

Amounts due to brokers represent payables for investments that have been contracted for but not yet settled or delivered at the year end. Financial liabilities include other payables and accrued expenses, 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.

   3.   Investment income 
 
                              Six months     Six months 
                                ended 30       ended 30 
                               September      September 
                                    2017           2016 
                             (Unaudited)    (Unaudited) 
                                     GBP            GBP 
 Dividends                       359,792        287,988 
 Total investment income         359,792        287,988 
-------------------------  -------------  ------------- 
 
   4.   Investment manager and investment advisory fees 

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. Investment Manager and Investment Adviser fees payable as at 30 September 2017: GBP216,684 (31 March 2017: GBP199,181).

   5.   Supplementary management fee 

The Investment Manager agreed to waive its right to exercise management options to subscribe for Ordinary Shares in exchange for a discretionary bonus ("supplementary management fee").

As at approval of these condensed financial statements, no recommendation was made in respect of the 2017 supplementary management fee. 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. Custodian fee payable as at 30 September 2017: GBP2,571 (31 March 2017: GBP2,373). This amount is included in other payables and accrued expenses.

   7.   Administration fees 

The Administrator was appointed on 1 April 2007 and is entitled to an annual fee at a rate of 0.125% on the first GBP20 million, 0.10% on the next GBP20 million and 0.075% of any excess of the Total Assets, subject to a minimum of GBP50,000 per annum. Administration fee payable as at 30 September 2017: GBP18,212 (31 March 2017: GBP16,540). This amount is included in other payables and accrued expenses.

   8.   Directors' fees, expenses and interests 

With the exception of the Chairman and Audit Committee Chairman, who are entitled to a fee of GBP27,500 and GBP25,000 per annum respectively, each Director is entitled to GBP20,000 per annum from the Company. In addition, all Directors are entitled to reimbursement of travel, hotel and other expenses incurred by them in course of their duties relating to the Company.

The Company has no employees other than the Directors. Directors' fees payable as at 30 September 2017 were GBP38,438 (31 March 2017: GBP37,708). This amount is included in other payables and accrued expenses.

As at the date of approval of these condensed financial statements, Christopher Mills and John Grace held Ordinary Shares in the Company. Please refer to section entitled Director interests for further details. No other Director holds shares in the Company.

No pension contributions were payable in respect of any of the Directors (31 March 2017: GBPnil).

   9.   Financial assets designated at fair value through profit or loss 
 
                                       30 September       31 March 
                                               2017           2017 
                                                GBP            GBP 
 Cost at beginning of period 
  / year                                 86,722,207     70,324,593 
 Additions                               23,609,924     58,253,478 
 Disposals                             (21,491,768)   (50,871,330) 
 Net realised gains on investments        7,166,200      9,015,466 
                                      -------------  ------------- 
 Cost at end of period / year            96,006,563     86,722,207 
 Net unrealised gain on investments      24,509,289     23,822,727 
                                      -------------  ------------- 
 Fair value at end of the period 
  / year                                120,515,852    110,544,934 
                                      -------------  ------------- 
 

Representing:

 
                      30 September      31 March 
                              2017          2017 
                               GBP           GBP 
 Listed equities       116,576,177   102,297,113 
 Unlisted equities       3,939,675     8,247,821 
                     -------------  ------------ 
                       120,515,852   110,544,934 
                     -------------  ------------ 
 

Investments are predominantly comprised of equity and equity-related investments in small and mid-sized quoted and unquoted companies in the United Kingdom and United States.

Fair value hierarchy

Fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions, IFRS 13 - "Fair Value measurement" (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.

 
                              Level         Level         Level 
 30 September 2017                1             2             3         Total 
                        (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
                                GBP           GBP           GBP           GBP 
 Financial assets at 
  fair value 
 through profit or 
  loss 
 Listed securities      116,576,177             -             -   116,576,177 
 Unlisted securities              -             -     3,939,675     3,939,675 
                       ------------  ------------  ------------  ------------ 
                        116,576,177             -     3,939,675   120,515,852 
                       ------------  ------------  ------------  ------------ 
 
 
 31 March 2017              Level 1     Level 2     Level 3         Total 
                          (Audited)   (Audited)   (Audited)     (Audited) 
                                GBP         GBP         GBP           GBP 
 Financial assets 
  at fair value 
 through profit 
  or loss 
 Listed securities      102,297,113           -           -   102,297,113 
 Unlisted securities              -   4,533,223   3,714,598     8,247,821 
                       ------------  ----------  ----------  ------------ 
                        102,297,113   4,533,223   3,714,598   110,544,934 
                       ------------  ----------  ----------  ------------ 
 

The following table summarises the changes in fair value of the Company's Level 3 investments.

 
                                          30 September   31 March 2017 
                                                  2017 
                                           (Unaudited)       (Audited) 
                                                   GBP             GBP 
 Opening balance                             3,714,598       5,066,275 
 Net realised losses on investments          (146,262)     (1,798,896) 
 Unrealised (losses) / gains 
  on investments                             (608,167)         843,354 
 Purchase of investments                       886,506               - 
 Sale of investments                                 -     (1,631,997) 
 Transfers from level 1 into 
  level 3                                       93,000       3,602,575 
 Transfers from level 3 into 
  level 2                                            -     (2,366,713) 
                                         -------------  -------------- 
 Closing balance                             3,939,675       3,714,598 
                                         -------------  -------------- 
 
 Change in unrealised losses 
  on investments included in 
  Condensed Statement of Comprehensive 
  Income for Level 3 investments 
  held                                         608,167         206,215 
                                         -------------  -------------- 
 

During the period ended 30 September 2017, there was one transfer from level 1 to level 3 resulting from an investee company's listing being suspended. There was one transfer from level 2 to level 1 resulting from one investee company being listed. (31 March 2017: There were three transfers from level 1 to level 3 and one transfer from level 3 to level 2).

Transfers between levels are determined based on changes to the significant inputs used in the fair value estimation. The directors have selected an accounting policy to apply transfers between levels in the fair value hierarchy at the beginning of the relevant reporting period.

Quantitative information of significant unobservable inputs - Level 3

There were no significant unobservable inputs used at 30 September 2017 and 31 March 2017 in measuring financial instruments categorised as Level 3 in the fair value hierarchy. The financial instruments categorised as Level 3 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).

Sensitivity analysis to significant changes in unobservable inputs within Level 3 hierarchy - Level 3

No sensitivity analyses have been presented for the period ended 30 September 2017 and the year ended 31 March 2017 given, as mentioned above, there were no significant unobservable inputs used at 30 September 2017 or 31 March 2017.

Please refer to note 2.3 for valuation methodology of financial assets designated at fair value through profit or loss.

10. Share Capital

Authorised share capital

 
                            Number 
                         of Shares          GBP 
 Authorised: 
-------------------    -----------  ----------- 
 Ordinary shares 
  of 50 pence each      90,000,000   45,000,000 
---------------------  -----------  ----------- 
 

Ordinary Shares Issued - 1 April 2017 to 30 September 2017

 
 Ordinary Shares of             Number        Share 
  50 pence each              of Shares      capital 
                                                GBP 
 At 1 April 2017            14,859,125   50,122,846 
 Cancellation of shares      (444,000)    (222,000) 
                           -----------  ----------- 
 At 30 September 2017       14,415,125   49,900,846 
                           -----------  ----------- 
 

Ordinary Shares Issued - 1 April 2016 to 31 March 2017

 
 Ordinary Shares of             Number        Share 
  50 pence each              of Shares      capital 
                                                GBP 
 At 1 April 2016            15,192,125   50,289,346 
 Cancellation of shares      (333,000)    (166,500) 
                           -----------  ----------- 
 At 31 March 2017           14,859,125   50,122,846 
                           -----------  ----------- 
 

Rights attributable to Ordinary Shares

In a winding-up, the holders of Ordinary Shares are entitled to the repayment of the nominal amount paid up on their shares. In addition, they have the right to receive surplus assets available for distribution. The shares confer the right to dividends, and at general meetings, on a poll, confer the right to one vote in respect of each Ordinary Share held.

Share buybacks

In accordance with section 315 of The Companies (Guernsey) Law 2008, (as amended) (the "Law"), the Company has been granted authority to make one or more market acquisitions (as defined in section 316 of the Law, of Ordinary Shares of 50 pence each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

a) the maximum aggregate number of Ordinary Shares authorised to be acquired does not exceed 10% of the issued Ordinary Share capital of the Company on the date the shareholders' resolution is passed;

b) the minimum price (exclusive of expenses) payable by the Company for each Ordinary Share is 50 pence and the maximum price payable by the Company for each Ordinary Share is an amount equal to 105% of the average of the middle market quotations for an Ordinary Share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased and that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation being the higher of the price of the last independent trade and the highest current independent bid available in the market;

c) subject to paragraph (d), this authority shall expire (unless previously renewed or revoked) at the earlier of the conclusion of the next annual general meeting of the Company or on the date which is 18 months from the date of the previous shareholders' resolution;

d) notwithstanding paragraph (c), the Company may make a contract to purchase Ordinary Shares under the authority from the shareholders' before its expiry which will or may be executed wholly or partly after the expiry of the authority and may make a purchase of Ordinary Shares in pursuance of any such contract after such expiry; and

e) the price payable for any Ordinary Shares so purchased may be paid by the Company to the fullest extent permitted by the Companies Law.

A renewal of the authority to make purchases of the Company's own Ordinary Shares will be sought from existing shareholders at each annual general meeting of the Company.

Between 1 April 2017 and 30 September 2017, the Company carried out two share buybacks, resulting in a total reduction of 444,000 shares for a cost of GBP2,782,500. These shares were subsequently cancelled.

Between 1 April 2016 and 31 March 2017, the Company carried out six share buybacks, resulting in a total reduction of 1,179,486 shares for a cost of GBP6,161,989. These shares were subsequently cancelled.

11. Reconciliation of the net asset value to published net asset value

 
                                             30 September              31 March 2017 
                                                     2017 
                                           GBP    GBP per             GBP    GBP per 
                                                    share                      share 
 Published net asset value         125,854,893       8.73     121,667,553       8.19 
 Revaluation of investments 
  at bid price                     (2,269,290)     (0.16)     (2,441,211)     (0.17) 
                                --------------  ---------  --------------  --------- 
 Net asset value attributable 
  to shareholders                  123,585,603       8.57     119,226,342       8.02 
                                --------------  ---------  --------------  --------- 
 

12. Basic and diluted earnings per Ordinary Share

 
                                          Six months      Six months 
                                            ended 30        ended 30 
                                           September       September 
                                                2017            2016 
                                         (Unaudited)     (Unaudited) 
                                                 GBP             GBP 
 Total comprehensive income 
  for the period                           7,141,761      12,008,958 
 Weighted average number of 
  shares during the period                14,433,180      15,116,835 
 Basic and diluted 
  earnings per share                            0.49            0.79 
 
 

13. Net Asset Value per Ordinary Share

 
                                     30 September            31 March 
                                             2017                2017 
                                      (Unaudited)           (Audited) 
                                              GBP                 GBP 
 Net asset 
  value                               123,585,603         119,226,342 
 Number of shares 
  at period/year end                   14,415,125          14,859,125 
 Net asset value per 
  share                                      8.57                8.02 
 

14. 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 Adviser is considered to be a related party. The fees paid are included in the Condensed 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 30 September 2017, GBP43,479 (31 March 2017: GBP37,708) included in other payables and accrued expenses was payable to the Directors.

Christopher Mills is a Director and shareholder of Oryx International Growth Fund Limited. He is also a Partner and the Chief Executive of Harwood Capital LLP, the Company's Investment Manager and Investment Adviser and Chief Investment Officer of North Atlantic Smaller Companies Investment Trust plc "NASCIT", which is a substantial shareholder of Oryx.

Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company. The Company neither paid fees to Mourant Ozannes during the period, nor had any dues outstanding at the Condensed Statement of Financial Position date (31 March 2017: GBPnil).

As at 30 September 2017, the Company held 2,500,000 shares in Harwood Wealth Management Group valued at GBP3,250,000. The Company considers Harwood Wealth Management Group a related party as Mr Christopher Mills, a non-executive director of Harwood Wealth Management Group, is also a member of key management personnel of the Company.

Sidney Cabessa is a Director of Harwood Capital Management Limited, the parent company of Harwood Capital LLP. No fees were paid or are payable to Harwood Capital Management Limited.

Christopher Mills and John Grace hold Ordinary Shares in the Company. Refer to Directors' Interests above for further details

14. Subsequent events

Management has evaluated subsequent events for the Company through 15 December 2017, the date the condensed financial statements were available to be issued, and had concluded there are not any material events that require disclosure or adjustment of the condensed financial statements.

COMPANY INFORMATION

Registered Office

BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA

Investment Manager and Investment Adviser

Harwood Capital LLP

6 Stratton Street, Mayfair, London, W1J 8LD

Custodian

BNP Paribas Securities Services S.C.A., Guernsey Branch

P.O. Box 482, BNP Paribas House, St Julian's Avenue,

St Peter Port, Guernsey, Channel Islands, GY1 1WA

Secretary and Administrator

BNP Paribas Securities Services S.C.A., Guernsey Branch

P.O. Box 482, BNP Paribas House, St Julian's Avenue,

St Peter Port, Guernsey, Channel Islands, GY1 1WA

Registrars

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 Auditors

KPMG Channel Islands Limited

Glategny Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WR

Legal Advisors

 
 To the Company as 
  to Guernsey law: 
 Mourant Ozannes 
 1, Le Marchant Street, 
  St Peter Port, 
 Guernsey, Channel 
  Islands, GY1 4HP 
 
 To the Company as 
  to English law: 
 Bircham Dyson Bell 
 50 Broadway 
 London, SW1H 0BL 
 

Website

www.oryxinternationalgrowthfund.co.uk

Enquiries:

Sarah Hendry

BNP Paribas Securities Services SCA, Guernsey Branch

Tel: 01481 750822

A copy of the Company's Half Yearly Financial Report will be available shortly from the Company Secretary, BNP Paribas Securities Services S.C.A., Guernsey Branch at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA, or on the Company's website (www.oryxinternationalgrowthfund.co.uk).

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR BUBDDUSBBGRU

(END) Dow Jones Newswires

December 15, 2017 10:48 ET (15:48 GMT)

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