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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Altus Res. | LSE:ARCL | London | Ordinary Share | GG00B54BPN15 | ORD 100P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 58.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMARCL
RNS Number : 6612T
Altus Resource Capital Limited
07 October 2014
Altus Resource Capital Limited
Annual Report
and
Consolidated Financial Statements
for the year ended 30 June 2014
SUMMARY INFORMATION
Company Overview
Overview
Altus Resource Capital Limited ("ARCL" or the "Company") is a Guernsey authorised, closed-ended investment company incorporated on 30 April 2009, the ordinary shares of which were admitted to trading on the Specialist Fund Market (the "SFM") of the London Stock Exchange on 30 June 2009 and the Channel Islands Stock Exchange (the "CISX") on 22 December 2009.
On 20 December 2013 the Royal Court of Guernsey approved the scheme of arrangement (the "Scheme") between the CISX and The Channel Islands Securities Exchange (the "CISE"). In accordance with the Scheme, the business of the CISX has been acquired by CISE. All securities that were listed on the Official List of the CISX have been transferred and are now listed on the Official List of CISE.
The Company's objective is to realise capital growth from a concentrated portfolio of Junior Resource Equities and to generate a significant capital return to shareholders.
The Company's investment activities are managed by Altus Capital Limited (the "Investment Manager") who report to the Board. The Investment Manager is a Financial Conduct Authority ("FCA") authorised and regulated wholly-owned subsidiary of Altus Strategies Limited.
The Company issued 26,000,000 Ordinary Shares at GBP1.00 per share on 30 June 2009 and a further 10,997,233 Ordinary Shares at GBP1.33 on 22 December 2009. On 2 August 2010 a further 2,722,336 Ordinary Shares were issued at GBP1.40 per share.
The group comprises the Company and its subsidiary Altus Global Gold Limited (together the "Group") as detailed in Note 7 to the Consolidated Financial Statements.
Altus Global Gold Limited is an authorised open-ended investment company incorporated under the laws of Guernsey on 10 October 2011 with registered number 54069. It was listed on the CISE on 1 November 2011.
Altus Global Gold Limited was established to realise capital growth from a portfolio of gold and precious metals equities, with the aim of generating a significant capital return to shareholders. It invests in mid-tier and major gold and precious metals companies with a focus on mid-tier producers.
The Company invested GBP5,000,000 in its subsidiary company Altus Global Gold Limited in October 2011.
The financial year end of Altus Global Gold Limited is 30 June, which is co-terminus with the financial year end of the Company.
Investment Objectives and Policy
The Company's objective is to realise capital growth from a concentrated portfolio of Junior Resource Equities and to generate a significant capital return to shareholders.
The Company invests in companies engaged in the exploration, development and/or mining of metals and minerals with a focus on companies that operate in the gold sector. Portfolio companies will be predominantly, but not exclusively, listed or quoted on either UK markets or other recognised stock exchanges including the Canadian and Australian markets. They will typically be capitalised at less than GBP500 million at the time of investment by the Company.
Discount Management
The Directors have general shareholder authority to purchase, from time to time, up to 14.99% of the Company's Ordinary Shares in issue with a view to addressing any imbalance between the supply and demand for Ordinary Shares. The Directors intend to seek annual renewal of this authority from Shareholders at each future general meeting held under section 199 of The Companies (Guernsey) Law, 2008, as amended (the "Law").
In accordance with the Law any Ordinary Share buy backs will be effected by the purchase of Ordinary Shares in the market for cash at a price below the estimated prevailing net asset value per Ordinary Share where the Directors believe such a purchase will enhance shareholder value. Ordinary Shares which are purchased may be cancelled or held in treasury.
FINANCIAL HIGHLIGHTS
ARCL Month End NAV / Share & Share Price
Performance Statistics
Note: The tables above set out the performance of the gold price and a number of mining market indices. These metrics illustrate the performance of the mining sector in general and are not direct benchmarks for the Company given the composition of its portfolio.
Source: Altus Capital Limited
CHAIRMAN'S STATEMENT
I have pleasure in presenting the Annual Report and Consolidated Financial Statements of the Company for the year ended 30 June 2014 (the "Year"). The Company's Net Asset Value ("NAV") as announced on 30 June 2014 was GBP31.7 million or GBP0.80* per Ordinary Share, a gain of 10.5%* over the Year.
Political and economic uncertainty, highlighted in the last two annual reports, has continued throughout the Year. In the Middle East, civil war continues to ravage Syria, hostilities between Israel and Palestine escalated alarmingly and ISIS appears to have secured a stronghold within Iraq. On the edge of Europe, tensions in Ukraine continue to rise following Russia's annexation of Crimea and the apparent shooting down of a civilian Malaysian Airlines jet. However, global equity markets are pricing in a sustained economic recovery in the West and growth from China and other BRIC economies. The S&P 500 and Dow Jones Industrial Average indices rising steadily over the Year and breaking new highs. After a lacklustre start to 2014 following speculation of a Chinese economic slowdown, copper and iron ore prices have begun to recover. The gold price has oscillated around the US$1,300 per ounce level throughout the Year although stabilised over the period to end up 7.5% to US$1,327 per ounce. The flow of gold from West to East has continued with steady declines in ETF holdings being more than matched by strong physical demand from China. Further, while the US Federal Reserve has begun tapering the quantitative easing programme, interest rates remain at record lows with central bankers continuing to push out the timeline for rate hikes.
Mining equities enjoyed a better year for the most part with the FTSE 350 Mining Index gaining 14.4%. Gold equities began to outperform the gold price after three years of underperformance with the FTSE Gold Mines and S&P/ TSX Gold indices climbing 10.2% and 20.0% respectively. However, with little new capital flowing into the sector, junior equities continued to languish with the FTSE AIM Basic Resources Index falling 13.9% over the Year. Corporate activity has increased as majors and mid-tiers take advantage of depressed junior equity valuations by selectively acquiring quality assets. This M&A activity is expected to continue as larger companies seek to replenish depleted resources or enhance the quality of their existing resource base.
*Consolidated figures: NAV per share GBP0.79, gain of 10.3% over the Year
The Company has maintained a concentrated portfolio focusing on the junior resource equities with proven management teams, robust assets and strong balance sheets. This strategy has enabled the Company to outperform the junior index over the Year and, in the Investment Manager's opinion, is expected to deliver superior performance over the coming years.
The Company's Articles incorporate a provision that requires a continuation vote to be proposed at a meeting of the Company's Shareholders (by way of an ordinary resolution). In accordance with Article 154A, a continuation vote will be put to Shareholders at the next Annual General Meeting of the Company on 4 December 2014.
I thank you for your on-going support of the Company.
Nick Falla
Chairman
6 October 2014
INVESTMENT MANAGER'S REPORT
Financial Highlights and Investment Review by Altus Capital Limited
The last twelve months has seen a general improvement in mining equity markets with greater certainty on the recovery of Western economies and sustained growth of China and other BRIC economies. The gold price has stabilised and gold equities have begun to outperform the gold price after a number of years of underperformance although they remain at historically low relative valuations as illustrated in Chart 1 below.
Chart 1: Philadelphia Gold & Silver Index relative to the gold price
Source: Bloomberg
Not only are gold equities rising from a historically low base, but there has been a significant shift in the approach and discipline of management teams to capital allocation and cost control. All In Sustaining Costs, "AISC" for the senior gold miners have fallen on average by approximately 15% in the 12 months to 30 June 2014. Gold equities continue to trade at historically low valuations on a number of other metrics including price to cash flow multiples as illustrated in Chart 2 below.
Chart 2: Philadelphia Gold & Silver Index Price to Cash Flow multiple
Source: Bloomberg
Junior resource equities remain starved of new capital and, on the whole, have not performed as strongly although select companies are raising capital and being recognised by the market. This is highlighted by the lack of AIM mining initial public offerings in the three year period prior to July 2014 and the limited further issues completed in recent years as highlighted in Chart 3 below.
Chart 3: AIM mining primary and further issues (2014 data is annualised from half yearly)
Source: London Stock Exchange
The Investment Manager remains confident that the flow of gold from more speculative ETF holdings in the West to physical holdings in China and other emerging economies will support the price going forward. The China Gold Association recently stated that they anticipate demand from the East and particularly China to remain strong and indeed grow as incomes rise over the next twenty years. A further bolster to Chinese demand is the Shanghai Gold Exchange's plan to start international bullion trading that is priced and settled in Yuan during 2014.
Other commodities have suffered price volatility over the Year on the back of speculation over the strength of the Chinese economy. Continued volatility is anticipated although China's economic growth still remains above 7.0% per year and demand for raw materials will continue. Chart 4 below illustrates historic and anticipated mined copper production, declining grade and the importance of Chinese demand. Should the growth of Chinese demand continue at the current rate and demand from the rest of the world remain stable, demand will outstrip supply.
Chart 4: Mined copper supply and grade and Chinese demand
Source: Bloomberg
The importance of China is further demonstrated by the strength of the nickel price which has risen 37.1% in the first six months of 2014 following Indonesia's ban at the beginning of the year on the export of unprocessed nickel ore, a primary feedstock for China's steel industry. Platinum and palladium have also performed strongly rising 11.9% and 28% respectively over the Year following industrial action in South Africa (source of over to 70% of global platinum and close to 40% of global palladium supply) and the potential sanctions against Russia over its handling of the Ukrainian crisis (with Russia accounting for approximately 40% of palladium production). Aluminium and zinc prices have also been strong during 2014 on the back of anticipated supply shortages and robust demand.
Against this backdrop, the Company's strategy of investing in a concentrated portfolio of quality juniors delivered published NAV growth of 10.5% over the Year.
The Investment Manager has retained the focus on companies with high quality and high grade assets that are or will be highly cash generative producers, or are developers and explorers that are either fully funded or have the quality assets that will enable them to raise capital.
Examples of these holdings include:
-- Nevsun Resources which successfully built and operated the high grade gold portion of the Bisha deposit in Eritrea generating significant cash flow. The company has subsequently built and paid for its copper plant and retains approximately US$350 million of cash. With a reserve grade of 1.75% copper, Bisha is three times the copper grade of current global mined production (see Chart 4). Following ramp-up, the company should produce 120 million pounds of attributable copper at a cash cost of less than US$1.00 per pound and therefore generate more than US$240 million of cash flow at the current copper price putting the company on an enterprise value to cash flow multiple of less than two times.
-- Guyana Goldfields has a market capitalisation of C$380 million and has fully financed and is developing the Aurora gold project which has a net present value of US$735 million assuming a gold price of US$1,300 per ounce and a 5% discount rate. The company's key asset is the Aurora project which has a resource grade of 3.2 g/t, three times the global average for producing mines. The company forecasts producing an average of 231,000 ounces per year for the initial ten years at a cash costs of US$527 per ounce (royalty included) putting it in the lowest quartile. The Aurora project has the scale, grade and robust economics that would make the company a compelling acquisition target for a major or mid-tier.
-- Beadell Resources is mining approximately 200,000 ounces of gold at its Tucano project in Brazil at an All-In Sustaining Cost of US$868 per ounce placing it in the lower quartile on the cost curve. It can further enhance its earnings through the sale of by-product iron ore.
-- Fission Uranium is a Canadian-listed uranium exploration company with a world class discovery in the Athabasca Basin, Canada. The Athabasca hosts the majority of the world's high grade uranium deposits and Fission's Patterson Lake South discovery is shaping up to be the most significant high grade discovery of recent years.
-- In addition to junior resource equities, the exposure to platinum and palladium ETFs was increased over the Year as the industrial action in South Africa and political tension in Ukraine intensified. Given the lengthy duration of the stoppages resulting from the South African strikes, there is expected to be a deficit in platinum and palladium and prices are expected to remain strong for the balance of 2014.
Outlook
The Investment Manager anticipates a generally positive environment for precious and industrial metals into 2015. The market is expected to remain cautious over the continued strength of the Chinese economy and the recovery of Western economies and therefore short-term volatility is expected. Larger capitalised resource equities, including gold miners, have begun to strengthen as generalist investors begin to return to the sector. As further M&A deals are struck and investors seek strong returns, select junior resource equities are expected to return to favour and outperform. The Investment Manager therefore intends to maintain the focus of the portfolio on those companies that it believes will attract the attention of either other corporates or the market due to the strength of the management team and quality of the underlying assets.
Investment Allocation
At 30 June 2014, the Group's assets were allocated in the following proportions:
Asset Allocation by Commodity** Gold 47.5% Silver 2.3% Bulk Minerals 11.1% Base Metals 17.5% Energy Minerals 4.4% Platinum Group Metals 6.5% Diamonds 6.7% Net cash 3.9% 100.0% ---------- Asset Allocation by Development Stage** Production 29.0% Development 38.9% Exploration 16.7% Commodity Exposure 11.5% Net cash 3.9% ---------- 100.0% ---------- Asset Allocation by Geography** Africa 34.7% North America 16.8% South America 18.8% Asia - Other 6.0% Australasia 0.7% Other (including commodity exposure) 19.1% Net cash 3.9% ------- 100.0% -------
**Note totals may not equal 100% due to rounding.
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Responsibility Statement
The Directors confirm to the best of their knowledge and belief:
(a) This Annual Report includes or incorporates by reference a fair review of the development and performance of the business and the position of the Group together with a description of the principal risks and uncertainties that it faces;
(b) the Consolidated Financial Statements, prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profits of the Group and performance of the Group over the Year; and
(c) this report taken as a whole is fair, balanced, understandable and provides the information necessary for Shareholders to assess the Company's performance, business model and strategy.
A description of important events which have occurred during the Year, their impact on the performance of the Group as shown in the Consolidated Financial Statements and a description of the principal risks and uncertainties facing the Group is given in the Chairman's Statement, Investment Manager's Report, Directors Report and the notes to the Consolidated Financial Statements and is incorporated here by reference.
There were no other material related party transactions which took place in the Year other than those disclosed in note 15 to the Consolidated Financial Statements.
Signed on behalf of the Board of Directors on 6 October 2014.
Nick Falla Robert Milroy Chairman Director
DIRECTORS
Nicholas J Falla: Chairman (non-executive) (Age 57)
Nicholas Falla has had over thirty years of experience in the finance industry including sixteen years of experience in the commodity markets. He is currently the Managing Director of Xocoatl Limited, a private investment company taking strategic proprietary positions in the commodities markets and Finance Director of Pharma E Limited, a private pharmaceutical supplier. Nick was senior non-executive director of MW Tops Limited, a closed-ended investment company listed on the London Stock Exchange which entered into voluntary liquidation in September 2010, whilst transferring its assets into another investment vehicle. From 1993-2000 Nick worked as the financial controller for Bank of Bermuda (Guernsey) Limited and from 2000 to 2002 he was their regional controller for Europe. In addition he has acted as an interim Financial Director for the Guernsey banking operation of Credit Suisse Guernsey Limited and has worked on various finance and accounting based projects with companies such as KPMG (Channel Islands) and the Blenheim Group. Nick trained as an accountant with Turquands Barton Mayhew & Co in Guernsey.
David Gelber: Director (non-executive) (Age 66)
David Gelber began his career in trading in 1976 when he joined Citibank in London. David has since held a variety of senior trading positions, in derivatives in particular, working for Citibank, Chemical Bank and HSBC, where he was Chief Operating Officer of HSBC Global Markets. In 1994 David joined ICAP, an inter-dealer broker, as COO and assisted in implementing two mergers, first with Exco plc and then with Garban. David currently serves as a non-executive director on the board of Walker Crips Group plc, a full service stock broker and wealth management company where he is Chairman. David is also currently a non executive director of DDCAP Limited, a leading arranger of Islamic banking transactions and of Exotix Limited, an investment banking boutique specialising in frontier markets. David is also currently a non-executive director of Intercapital Private Group Limited, a holding company invested in ICAP plc and CityIndex Limited, a spread-betting and contracts for
difference provider. David has a B.Sc in statistics and law from the University of Jerusalem and an M.Sc in computer science from the University of London.
Robert Milroy: Director (non-executive) (Age 68)
Robert Milroy is Chairman of Milroy Capital Limited, a company which invests in various Mining and Energy related projects. He was a Founding Director and CIO of the Corazon Group and Milroy & Associates, Guernsey regulated investment management and stock-broking companies which were acquired by Collins Stewart (CI) Limited. He has over 40 years experience in the investment, mining and petroleum industries having participated and worked in various mining, oil exploration projects and financings in Chile, Peru, Argentina, Ghana, Canada, USA, Mexico, Australia and Greenland. In addition, he was the Managing Director of Eagle Drilling Inc. for 13 years, a firm that specialised in hard rock diamond core drilling in Central and Western Africa.
Robert is also a noted speaker and financial author of various publications including the Standard & Poor's Guide to Offshore Investment Funds. Robert graduated with a Bachelor of Commerce (Honours) from the University of Manitoba and is a director on a number of Mining and Energy related companies. Robert is also a director of Altus Global Gold Limited.
David Netherway: (non-independent non-executive) (Age 61)
David Netherway is a mining engineer with over 35 years of experience in the mining industry and, until the takeover by Gryphon Minerals Limited, was the CEO of Shield Mining Limited, an Australian listed exploration company. David was involved in the construction and development of the Iduapriem, Siguiri and Kiniero gold mines in West Africa and has mining experience in Africa, Australia, China, Canada, India and the Former Soviet Union. David served as the CEO of Toronto listed Afcan Mining Corporation, a China focused gold mining company that was sold to Eldorado Gold in 2005. David has also held senior management positions in a number of gold mining companies including Golden Shamrock Mines, Ashanti Goldfields and Semafo Inc. David is currently the chairman of Aureus Mining Inc, Kilo Goldmines Limited and a non-executive director of Crusader Resources Limited, Canyon Resources Limited and Altus Global Gold Limited. He is the ex-Chairman of Afferro Mining Inc and was a non-executive director of Gryphon Minerals Ltd, KazakhGold Group and GMA Resources Ltd. David is the current non-executive chairman of Altus Strategies Limited and is thus not considered an Independent Director of the Company.
INVESTMENT MANAGER, ADMINISTRATOR AND SECRETARY
Investment Management Agreement
The Board is responsible for the determination of the Company's investment policy and has overall responsibility for the Company's day-to-day activities. The Company has, however, entered into an Investment Management Agreement dated 22 June 2009, as amended by a Deed of Amendment and Novation dated 30 June 2010, and as amended by a Deed of Amendment dated 23 May 2014, with the Investment Manager, a wholly-owned, FCA regulated subsidiary of Altus Strategies Limited. Under the Investment Management Agreement the Investment Manager has overall responsibility for the discretionary management of the Company's assets (including uninvested cash) in accordance with the Company's investment objective and policy, subject to the overall supervision of the Board.
The Investment Manager receives a management fee of 0.85% per annum of the Company's NAV, calculated on the relevant quarterly accounting date, subject to a minimum fee of GBP150,000 per annum. In accordance with the Investment Management Agreement the Investment Manager is also entitled to a performance fee which was first payable on the second anniversary of the date of Admission and is payable annually thereafter. During the Year no performance fee was accrued as the performance hurdle was not met. Further details of the performance fee can be found in Note 15 of the Consolidated Financial Statements. Under the terms of the Investment Management Agreement, the agreement may be terminated by either party on eighteen months' written notice.
Administration Agreement
The Company entered into an Administration and Secretarial Agreement dated 22 June 2009 with JTC (Guernsey) Limited (formerly Anson Fund Managers Limited) (the "Administrator" or the "Secretary"). Under the terms of the Administration and Secretarial Agreement, the Administrator is responsible for providing administration and secretarial services to the Company.
The Administrator carries out the general secretarial functions required by the Law and ensures that the Company complies with its continuing obligations as a company
with shares admitted to trading on the SFM and the CISE.
The Administrator also carries out the Company's general administrative functions such as the calculation of net asset value, calculating the performance of the Company's investments and the maintenance of accounting records. The Administration and Secretarial Agreement is terminable by either party on giving not less than three months' written notice.
Review
The Board keeps under review the performance of the Investment Manager and the Administrator and the powers delegated to them both. In the opinion of the Board the continuing appointment of the Investment Manager and the Administrator on the terms agreed is in the interest of shareholders as a whole.
DIRECTORS' REPORT
The Directors present their report and Consolidated Financial Statements of the Company for the Year.
Principal Activities and Business Review
The principal activity of the Company is to carry on business as an investment company. The Directors do not envisage any change in these activities for the foreseeable future. A description of the activities of the Company in the Year under review is outlined in the Investment Manager's Report.
Status
The Company is a closed-ended investment company and was incorporated with limited liability in Guernsey on 30 April 2009 with registered number 50318. The Company operates under the Law and the Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended.
The Company's Ordinary Shares are admitted to trading on the SFM and to the Official List of the CISE.
The Company's management and administration takes place in Guernsey and the Company had been granted exemption from income tax in Guernsey by the Administrator of Income Tax under the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989. It is the intention of the Directors to continue to operate the Company so that each year this tax-exempt status is maintained.
Results and Dividends
During the Year the ownership interest of the Company in its subsidiary, Altus Global Gold Limited, increased from 53.28% to 90.22% due to shareholder redemptions in Altus Global Gold Limited.
The results of the Group for the Year are set out on page 43.
The Group aims to provide shareholders with an attractive total return, which is expected to comprise primarily capital growth, although there is also potential for distributions. The Company's investment objective and strategy means that the timing and amount of investment income cannot be predicted.
The Company did not declare any interim dividends during the Year and the Directors do not propose the declaration of a final dividend for the Year under review.
Directors
Further details of the Directors in office are shown on pages 13 and 14. Details of the Board's responsibilities are given on pages 12 and 22.
The interests of the Directors in the Ordinary Shares of the Company as at 30 June 2014 were as follows:
Number of Ordinary Shares Nick Falla 30,000 David Gelber 53,000 Robert Milroy 30,000
No changes took place in the interests of the Directors in the Ordinary Shares of the Company between 1 July 2014 and 6 October 2014.
Other than the above Ordinary Share transactions, none of the Directors nor any persons connected with them had a material interest in any of the Company's transactions, arrangements or agreements during the Year and none of the Directors has or has had any interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company, and which was effected by the Company during the Year except for the following:
-- David Netherway is the non-executive chairman of Altus Strategies Limited, the ultimate parent of the Investment Manager, who owns 504,755 Ordinary Shares in the Company; and
-- David Netherway is a non-executive chairman of Kilo Goldmines Limited and Aureus Mining Limited and, until 31 July 2013, was a non-executive director of Gryphon Minerals Limited, companies in which the Company has exposure.
At the date of this report, there are no outstanding loans or guarantees between the Company and any Director.
Substantial Shareholdings
On 6 October 2014 the following Shareholders of the Company held more than 5% of the total Share Capital of the Company:
Registered Holder % of Total Share Number of Ordinary Capital Shares Nortrust Nominees Limited 15.67% 6,222,542 BNY (OCS) Nominees Limited 10.75% 4,270,657 HSBC Global Custody Nominee (UK) Limited a/c 803321 6.87% 2,727,860 Chase Nominees Limited a/c LENDNON 5.54% 2,200,000 State Street Nominees Limited a/c OM04 5.04% 2,000,000
Net Asset Value ("NAV")
The consolidated NAV of the Company's Ordinary Shares as at 30 June 2014 was GBP0.79 per Ordinary Share.
Principal Risks and Uncertainties
The Board has drawn up a risk matrix which identifies the key risks to the Company and these fall into the following broad categories:
-- Investment Risks: The Company is focused on investing in junior resources companies and is therefore subject to the risks associated with concentrating its investments in this asset class. The performance of the Company will be affected by the performance of the securities of investee companies and is thus subject to the sharp price volatility of shares of companies principally engaged in activities related to metals and minerals. Historically the prices of the commodities have fluctuated significantly and are affected by numerous factors which the Company cannot predict or control. The Board reviews reports from the Investment Manager on a monthly basis and at each quarterly Board meeting, paying particular attention to the diversification of the portfolio and to the performance and volatility of underlying investments.
-- Control environment at Service Providers: The Company is exposed to risks arising from failures of systems and controls in the operations of its Service Providers. The Remuneration and Management Engagement Committee perform an annual review of each of the Company's Service providers.
-- Regulatory Risk: The Company is required to comply with the regulations of the FCA, the Guernsey Financial Services Commission (the "GFSC") and the CISE. The Investment Manager and Secretary monitor the Company's compliance with regulatory bodies and will notify the Board immediately if it receives notice from the FCA, GFSC or CISE.
-- Discount: The Board reviews the discount level regularly. The Directors had authority to buyback up to 14.99% of the Company's shares in issue immediately following Admission and seek annual renewal of this authority from shareholders. Any buyback of shares is made subject to Guernsey Law and within guidelines established from time to time by the Board, the making and timing of any buybacks is at the absolute discretion of the Board.
Further details of risk can be found in Note 14 of the Consolidated Financial Statements.
Anti-Bribery and Corruption
The Company adheres to the requirements of the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003. In consideration of the UK Bribery Act 2010 which came into force on 1 July 2011, the Board abhors bribery and corruption of any form and expects all the Company's business activities to be undertaken, whether directly by the Directors themselves or on the Company's behalf by third parties to be transparent, ethical and beyond reproach.
On discovery of any activity or transaction that breaches the requirements of the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 or the UK Bribery Act 2010, such discovery will be reported to the relevant authorities in accordance with prescribed procedures. The Company is committed to regularly reviewing its policy and procedures to uphold good business practice.
Going Concern
The Company's principal activities are set out on pages 1, 2 and 17. The financial position of the Group is set out on page 44. In addition, Note 14 to the Consolidated Financial Statements includes the Company's objectives, policies and processes for managing its capital; its financial risk management objectives and its exposures to credit risk and liquidity risk.
The Company's Articles incorporate a provision that requires a continuation vote to be proposed at a meeting of the Company's Shareholders (by way of ordinary resolution).
In accordance with Article 154A, a continuation vote will be put to the Shareholders at the next Annual General Meeting on 4 December 2014. The Directors further note that if this ordinary resolution is not passed by a simple majority, it may result in a winding up of the Company. This would have a material impact on the Company's ability to continue as a going concern. The Directors are not aware of any other material uncertainties that may cast significant doubt as to the Company's ability to continue as a going concern. While the Directors cannot be certain what the results of this vote will be, the Consolidated Financial Statements are prepared on a going concern basis supported by the Directors' current assessment of:
-- the Company's ability to continue in existence for the foreseeable future; -- the continued viability of the Company at a lower level of net assets; -- on-going Shareholder interest in the continuation of the Company.
The Consolidated Financial Statements have been prepared in accordance with 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009', published by the Financial Reporting Council.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Directors' Report and the Consolidated Financial Statements in accordance with applicable law and regulations.
The Law requires the Directors to prepare financial statements for each financial year. Under that Law the Directors are required to prepare the financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. Under the Law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these Consolidated Financial Statements, International Accounting Standard 1 requires that the Directors:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
-- make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate 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 the Consolidated Financial Statements comply with the Law. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Guernsey and the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Disclosure of Information to Auditor
The Directors who held office at the date of approval of this Directors' Report confirm in accordance with the provisions of Section 249 of the Law that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.
Auditor
Deloitte LLP has expressed its willingness to continue in office as Auditor. A resolution proposing their reappointment will be submitted at the forthcoming General Meeting to be held pursuant to section 199 of the Law.
Signed on behalf of the Board on 6 October 2014.
Nick Falla Robert Milroy Chairman Director
CORPORTATE GOVERNANCE
The Company is committed to complying with the corporate governance obligations which apply to Guernsey registered companies. As a Guernsey incorporated company and under SFM rules, the Company is not required to comply with The UK Corporate Governance Code issued in 2012 (the "Code") by the Financial Reporting Council. However, the Board places a high degree of importance on ensuring that high standards of corporate governance are maintained and have therefore chosen voluntarily to comply with the provisions of the Code to the extent that they are considered relevant to the Company.
The UK Corporate Governance Code is available on the following website: www.frc.org.uk.
With effect from 1 January 2012 the Company was also required to comply with the GFSC Financial Sector Code of Corporate Governance (the "Guernsey Code"). As the Company complies with the Code it is deemed to meet the Guernsey Code. The Board has undertaken to evaluate its corporate governance compliance on an on-going basis.
Statement of Compliance with The UK Corporate Governance Code
Throughout the Year, the Company has been in compliance with the provisions set out in the Code, except for the following matters:-
-- As the Board is composed exclusively of non-executive Directors, provisions relating to executive directors or the position of chief executive are not applicable to the Company.
-- There is no Senior Independent Director which is not in accordance with provision A.4.1 of the Code. Taking into account for the size and nature of the Company and the fact there are three Independent non-executive Directors on the Board this position is not seen as necessary.
-- There is no internal audit function in the Company and the requirement for this function is reconsidered on an annual basis. The Board considers that as all of the Company's administration functions have been delegated to independent third parties there would not be sufficient benefit for the Company to have its own internal audit facility.
Evaluation
The Board carried out a performance evaluation of itself, its Committees and each of the Directors as required by provision B.6.1 of the Code and is committed to this process being carried out every year.
For the Year this process was led by the Remuneration and Management Engagement Committee and the evaluation process consisted of Directors completing a questionnaire to assess the Board as a whole and the Chairman completing a questionnaire to assess each Director individually. All questionnaires were designed by an external facilitator.
The full Board discussed the results of the evaluation of the Board and its Committees and concluded that there were no significant points to raise and that each Director continues to demonstrate their effectiveness and commitment to the Company.
Board Responsibilities
The Board comprises of four non-executive Directors, of whom Nick Falla, David Gelber and Robert Milroy are determined to be independent as they are independent of the Investment Manager. Biographies of the Directors appear on pages 13 and 14, demonstrating the wide range of skills and experience they bring to the Board. The Board meets at least four times per year to consider the business and affairs of the Company, at which meetings the Directors review the Company's investments and all other important issues to ensure control is maintained over the Company's affairs. The Board also receives full management accounts for review at each full Board meeting.
During the Year the number of full Board meetings and committee meetings attended by the Directors were as follows:
Full Board Meetings Audit Committee Remuneration and Management Engagement Committee ---------------- -------------------- ---------------- ---------------------- Nick Falla 5 out of 5 3 out of 3 1 out of 1 ---------------- -------------------- ---------------- ---------------------- David Gelber 5 out of 5 2 out of 3 0 out of 1 ---------------- -------------------- ---------------- ---------------------- Robert Milroy 5 out of 5 3 out of 3 1 out of 1 ---------------- -------------------- ---------------- ---------------------- David Netherway 4 out of 5 N/A N/A ---------------- -------------------- ---------------- ----------------------
No Director has a service contract with the Company, nor are any such contracts proposed. Whilst there is no requirement under the Company's Articles of Incorporation to retire by rotation the Board has decided to adopt such practice as recommended by the Code. As such at each general meeting of the Company all the Directors who held office at the two preceding annual general meetings and did not retire shall retire from office and shall be available for re-election at the same meeting.
The Chairman's other significant commitments include his appointments as Finance Director of Pharma E Limited, a private pharmaceutical supplier and Managing Director of Xocoatl Limited, a private investment company.
The Directors, in the furtherance of their duties, may take independent professional advice at the Company's expense. The Directors also have access to the advice and services of the Corporate and Shareholder Advisory Agent and the Secretary through their respective appointed representatives who are responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information.
Board Committees
Audit Committee
Throughout the Year an Audit Committee has been in operation. The Audit Committee is chaired by Robert Milroy and each of the other Board members, with the exception of David Netherway, are members. The Audit Committee operates within clearly defined Terms of Reference, which are available from the Company's website or the Secretary upon request, and provides a forum through which the Company's external auditors report to the Board.
The Audit Committee meets at least twice a year and reviews, inter alia, the financial reporting process and the system of internal control and management of financial risks including understanding the current areas of greatest financial risk and how these are managed by the Investment Manager, reviewing half-yearly and annual financial statements, assessing the fairness of preliminary and interim statements and disclosures and reviewing the external audit process. The Audit Committee is responsible for reviewing the effectiveness of the external audit including overseeing the Company's relationship with the external auditors, including making recommendations to the Board on the appointment of the external auditors and their remuneration. The Audit Committee considers the nature, scope and results of the auditors' work and reviews, and develops and implements policy on the supply of any non-audit services that are to be provided by the external auditors. It receives and reviews reports from the Investment Manager and the Company's external auditors relating to the Company's annual report and consolidated financial statements.
The Audit Committee focuses particularly on compliance with legal requirements, accounting standards and the Listing Rules and ensures that an effective system of internal financial and non-financial controls is maintained. The Audit Committee also consider the significant financial reporting judgements and risks impacting the financial statements. The ultimate responsibility for reviewing and approving the annual report and financial statements remains with the Board of Directors. Further details can be found in the Audit Committee Report on pages 31 to 35.
During the Year the Audit Committee met to consider the interim management statements, the Half-yearly Financial Report to 31 December 2013 and the Annual Report and Financial Statements to 30 June 2014.
Remuneration and Management Engagement Committee
The Remuneration and Management Engagement Committee is chaired by Robert Milroy and each of the other Board members are members except David Netherway. The Remuneration and Management Engagement Committee operates within clearly defined Terms of Reference, which are available from the Company's website or the Secretary upon request.
The Remuneration and Management Engagement Committee meets at least once a year and reviews, inter alia, the appointment and remuneration of the Investment Manager and of other suppliers of services to the Company as well as the fees of the Directors.
Nomination Committee
The Nomination Committee, chaired by Nick Falla, comprises each of the Directors. The Nomination Committee operates within clearly defined Terms of Reference, which are available from the Company's website or the Secretary upon request.
The Nomination Committee meets as and when it is deemed appropriate to review, inter alia, the structure, size and composition of the Board and to identify, nominate and recommend for approval of the Board, candidates to fill Board vacancies as and when they arise. During the Year there were no changes to the composition of the Board and therefore it had not been deemed appropriate for the Nomination Committee to formally meet.
Internal Control and Financial Reporting
The Board is responsible for establishing and maintaining the Company's system of internal controls which are reviewed for effectiveness on an annual basis. The Board reviews not just internal financial controls but all controls including operations, compliance and risk management. Internal control systems are designed to meet the particular needs of the Company and manage the risks to which it is exposed, and by their very nature provide reasonable, but not absolute, assurance against material misstatement or loss. The key procedures which have been established to provide effective internal control are as follows:
-- Investment management is provided by Altus Capital Limited under the Investment Management Agreement. The Board is responsible for setting the overall investment policy and monitors the actions of the Investment Manager at regular Board meetings.
-- Administration and company secretarial duties for the Company are performed by JTC (Guernsey) Limited (formerly Anson Fund Managers Limited).
-- Custody of assets is undertaken by the Royal Bank of Canada (Channel Islands) Limited.
-- The duties of investment management, accounting and the custody of assets are segregated. The procedures of the individual parties are designed to complement one another.
-- The Directors of the Company clearly define the duties and responsibilities of their agents and advisers. The appointment of agents and advisers is conducted by the Board after consideration of the quality of the parties involved; the Board monitors their on-going performance and contractual arrangements.
-- The Directors of the Company regularly review the performance and contractual arrangements with the Investment Manager, other agents and advisers.
-- Mandates for authorisation of investment transactions and expense payments are set out by the Board.
-- The Board reviews detailed financial information produced by the Investment Manager and the Administrator on a regular basis.
Dialogue with Shareholders
All holders of Ordinary Shares in the Company have the right to receive notice of, and attend, the general meetings of the Company, during which the Board and the Investment Manager are available to discuss issues affecting the Company.
The primary responsibility for shareholder relations lies with the Investment Manager and Nimrod Capital LLP, the Corporate and Shareholder Advisory Agent. However, the Directors are always available to enter into dialogue with shareholders and the Chairman is always willing to meet major shareholders as the Company believes such communication to be important. The Company's Directors can be contacted at the Company's registered office.
AUDIT COMMITTEE REPORT
The Company has established an Audit Committee with formally delegated duties and responsibilities within written terms of reference (a copy of which is available from the Company' Secretary on request). The membership of the Audit Committee and its terms of reference are kept under regular review.
Composition
For the Year under review the members of the Audit Committee were:
Robert Milroy - Audit Committee Chairman and independent non-executive director of the Company;
Nick Falla - independent non-executive director of the Company; and
David Gelber - independent non-executive director of the Company.
Biographies for these members of the Audit Committee appear on pages 13 and 14 demonstrating the wide range of skills and experience they bring to the Audit Committee and Board.
Role and Responsibilities of the Audit Committee
The Audit Committee acknowledges and embraces its role of protecting the interests of the Company's shareholders as regards the integrity of published financial information by the Company and the effectiveness of the audit of the Company.
Audit Committee responsibilities include:
- overseeing the Company's financial reporting process;
- reviewing and maintaining the integrity of the Company's financial statements, including its annual and half-yearly reports, interim management statements, and any other formal announcement relating to its financial performance and monitoring compliance with statutory, regulatory and other financial reporting requirements;
- reviewing and reporting to the board on significant financial reporting judgements;
- advising the Board on whether it believes the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy;
- reporting to the Board on the appropriateness of the Company's accounting policies and practices including critical accounting policies and practices;
- reviewing the effectiveness of the external audit process;
- overseeing the relationship and maintaining active dialogue with the external auditor of the Company; and
- monitoring the systems of internal controls operated by the Company and by the Company's principal service providers, including, in particular the Investment Manager.
Summary of Audit Committee meetings held during the Year
The Audit Committee met three times during the Year. Also in attendance for all meetings was the Company's Secretary. The Company's auditor was also in attendance for two meetings.
At its three meetings during the Year, the Audit Committee focused on:
Financial reporting and Significant Issues
The Audit Committee reviewed the appropriateness of the half-year and annual financial statements concentrating on, amongst other matters the valuations of the Company's assets and compliance with applicable rules and regulations. To aid its review the Audit Committee considered reports prepared by external service providers and also reports from the external auditor on the outcome of their annual audit. The significant issues considered by the Audit Committee in relation to the annual financial statements and how these were addressed are detailed below:
Significant Issues for the How the Audit Committee addressed Year these significant issues. ---------------------------------------- ------------------------------------------------------------- Valuation of Investments and The Audit Committee noted the Liquidity. monthly investment portfolio Investments should be recorded and liquidity reports produced at fair value. The risk exists by the Investment Manager for that the investments are not the Board of Directors. The accurately valued based on Audit Committee would have relevant information that is discussed any unusual variances representative of their fair contained within these reports. value. The use of inappropriate valuation information or errors in the calculation of fair values could results in material misstatement. ---------------------------------------- ------------------------------------------------------------- Going Concern. The Company's Articles incorporate Whilst the Audit Committee a provision that requires a cannot be certain what the continuation vote to be proposed results of this vote will be at a meeting of the Company's the Consolidated Financial Shareholders (by way of ordinary Statements are prepared on resolution). In accordance a going concern basis supported with Article 154A, a continuation by the Audit Committee's current vote will be put to the Shareholders assessment of: at the next Annual General * the Company's ability to continue in existence for Meeting on 4 December 2014. the foreseeable future; The Audit Committee have therefore considered whether the going concern basis of preparation * the continued viability of the Company at a lower of financial statement is appropriate. level of net assets; * on-going Shareholder interest in the continuation of the Company. ---------------------------------------- -------------------------------------------------------------
Internal Control
The Audit Committee is required to review the Company's internal financial controls and risk management systems.
The Audit Committee has considered the Risk Assessment prepared by the Company's Investment Manager and ensured that the controls exercised by the Investment Manager and Administrator in controlling the Company's affairs were adequate and were properly implemented.
The Audit Committee also reported to the Board as part of a separate agenda item, on its activity and matters of particular relevance to the Board in the conduct of its work.
In November 2013 the Company's appointed Administrator, Anson Fund Managers Limited, was acquired by JTC (Guernsey) Limited and the Administrator changed its name accordingly. The Audit Committee has made due enquiry of the purchaser about the implications of this acquisition on the systems and controls affecting the administration of the Company. The Audit Committee was informed that, for the foreseeable future, there will be no changes to the existing processes used in the administration of the Company's affairs.
Following the publication of the revised version of The UK Corporate Governance Code, which applies to financial years commencing on or after 1 October 2012, the Board requested that the Audit Committee advise it on whether it believes the Company's annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy. The Audit Committee's terms of reference have been amended to reflect this.
Internal audit
The Company has no employees and operates no systems of its own, relying instead on the employees and systems of its external service providers. The Board has therefore taken the decision that it would be of insufficient benefit for the Company to engage an internal auditor. However, the Audit Committee will reconsider this annually and make appropriate recommendations to the Board.
External audit
The current external auditor of the Company is Deloitte LLP and they were reappointed as auditor to the Company at the General Meeting of the Company held on 5 December 2013. This is Deloitte LLP's fifth year of appointment as auditor of the Company. The current lead audit partner, John Clacy of Deloitte LLP, is due to rotate as audit partner to the Company after the current year audit.
The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle. The Audit Committee receive from Deloitte LLP a detailed audit approach memorandum, identifying their assessment of the significant risk areas of the audit. For the year under review the primary significant risks identified were in relation to valuation of investments, fee calculations performed, investment transactions, management override of controls and compliance with applicable law and regulations. These risks are tracked through the year and the Audit Committee challenged the work done by Deloitte LLP in these significant risk areas.
Using our collective skills the Audit Committee assess the effectiveness of the audit process in addressing these matters through the reporting it receives from Deloitte LLP on the completion of the audit process. In addition the Audit Committee also seeks feedback from the Company's administrator on the effectiveness of the audit process. For the year under review, the Audit Committee had been in contact with both the Company's Administrator and External Auditor and had received regular progress reports on the status of the annual financial report. The Audit Committee also had several opportunities to review and comment on the content of the drafts of the annual financial report. The Audit Committee is satisfied that an effective audit has been completed, that the scope of the audit was appropriate and that significant judgements have been challenged robustly.
Appointment and Independence
Having considered the position for the current year, the Audit Committee has provided the Board with its recommendation that Deloitte LLP be reappointed as external auditor to the Company for the year ending 30 June 2015. Accordingly a resolution proposing the reappointment of Deloitte LLP as auditor of the Company will be put to the Company's shareholders at the General Meeting of the Company in to be held in December 2014.
There are no contractual obligations restricting the Audit Committee's choice of external auditor.
Non-Audit Services
Any non-audit services provided by Deloitte LLP would be pre-approved by the Audit Committee after they are satisfied that relevant safeguards are in place to protect the Auditors objectivity and independence.
Robert Milroy
Chairman of the Audit Committee
on behalf of the Audit Committee.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALTUS RESOURCE CAPITAL LIMITED
Opinion on financial In our opinion the financial statements: statements of Altus Resource -- give a true and fair view of the state of Capital Limited the group's affairs as at 30 June 2014 and of its profit for the year then ended; -- have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; and -- have been prepared in accordance with the requirements of the Companies (Guernsey Law), 2008. The financial statements comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the related notes 1 to 15. The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European Union. Emphasis of matter We have reviewed the directors' statement on - going concern page 21 in respect of the group's ability to continue as a going concern. As described in note 2 to the financial statements, in accordance with article 154A of the company's Articles of Incorporation, a continuation vote will be put to the shareholders at the next annual general meeting on 4 December 2014, as the company has passed the fifth anniversary of admission to the London Stock Exchange. Whilst the directors cannot be certain what the results of this vote will be, the financial statements are prepared on a going concern basis supported by the directors' assessment of the company's ability to continue in existence for the foreseeable future, the continued viability of the company at a lower level of net assets and ongoing shareholder interest in the continuation of the company. Whilst we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate, these conditions indicate the existence of a material uncertainty which may give rise to significant doubt over the group's ability to continue as a going concern. We describe below how the scope of our audit has responded to this risk. Our opinion is not modified in respect of this matter. Our assessment The assessed risks of material misstatement of risks of material described below are those that had the greatest misstatement effect on our audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team: Going concern Given the uncertainty over the We have reviewed the board minutes outcome of the company's continuation which outline the Board's discussions vote at the next Annual General surrounding the forthcoming continuation Meeting, which is explained above vote. We have also reviewed the in the Emphasis of matter - Going draft shareholder circular which concern paragraph, we considered outlines the views of the Board going concern to be a key risk. and the Investment Manager as to the arguments for continuing to operate the company. In addition, we have considered the views gathered on the likely shareholder opinion by the Investment Manager and Nimrod Capital LLP from their formal meetings held with the shareholders. ======================================= =========================================== Investment valuation The risk arises that the investments For the Level 1 quoted investments are not recorded at fair value. we agreed all the year end prices There is a risk that a market to independent pricing sources. based exit price is not used To assess whether the Level 1 in the year end valuation, that investments were correctly classified inappropriate exchange rates and met the Level 1 criteria are used to convert foreign currency of being actively traded and valuations to the company's reporting sufficiently liquid, we obtained currency or that suspended or the trading volume data supporting illiquid shares are not adequately this assessment. We sample tested reflected in the valuations in this data to independent sources accordance with IFRS. and challenged the Investment Manager's conclusions to verify their assessment of trading and correct classification. For the Level 2 investments we agreed all of the fair values to the valuations prepared by the Investment Manager. We engaged our Financial Instrument Specialists to review the methodology used to prepare the valuation calculations, to recalculate on a sample basis the fair values and to agree the inputs used to supporting information provided by the Investment Manager. We verified the inputs to independent sources. The exchange rates used to convert the year end investment portfolio were agreed to independent published exchange rates ruling at the balance sheet date. ======================================= =========================================== The Audit Committee's consideration of these risks is set out on page 32 to 33. Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not to express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any of the risks described above, and we do not express an opinion on these individual matters. Our application We define materiality as the magnitude of of materiality misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. We determined materiality for the group to be GBP638,000, which is approximately 2% of shareholders' equity. We agreed with the Audit Committee that we would report them all audit differences in excess of GBP12,750, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. An overview Our audit was scoped by obtaining an understanding of the scope of the group and its environment, including of our audit group wide controls, and assessing the risks of material misstatement at the group level. The Company has one subsidiary incorporated and administered in Guernsey which was subject to a statutory audit by Deloitte LLP. The audit work for the subsidiary was executed at a level of materiality applicable to the entity, which was lower than group materiality. The parent and subsidiary companies are both administered by third party Guernsey regulated fund service providers. As part of our group audit we assessed the adequacy of the control environment of both the service providers for the purposes of our audit. At the parent entity level we also audited the consolidation process to support our conclusion that there were no material misstatements of the consolidated financial information. Matters on which we are required to report by exception Adequacy of Under the Companies (Guernsey) Law, 2008 explanations we are required to report to you if, in our received and opinion: accounting records -- we have not received all the information and explanations we require for our audit; or -- proper accounting records have not been kept by the parent company; or -- the financial statements are not in agreement with the accounting records. We have nothing to report in respect of these matters. Our duty to Under International Standards on Auditing read other information (UK and Ireland), we are required to report in the Annual to you if, in our opinion, information in Report the annual report is: * materially inconsistent with the information in the audited financial statements; or * apparently materially incorrect based on, or materially inconsistent with, our knowledge of the group acquired in the course of performing our audit; or * otherwise misleading. In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the directors' statement that they consider the annual report is fair, balanced and understandable and whether the annual report appropriately discloses those matters that we communicated to the audit committee which we consider should have been disclosed. We confirm that we have not identified any such inconsistencies or misleading statements. Respective responsibilities As explained more fully in the Statement of of directors Directors' Responsibilities in the Director's and auditor Report, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. We also comply with International Standard on Quality Control 1 (UK and Ireland). Our audit methodology and tools aim to ensure that our quality control procedures are effective, understood and applied. Our quality controls and systems include our dedicated professional standards review team and independent partner reviews. 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. Scope of the An audit involves obtaining evidence about the audit of the amounts and disclosures in the financial statements financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
John G Clacy FCA
for and on behalf of Deloitte LLP
Chartered Accountants and Recognised Auditor
St Peter Port, Guernsey
6 October 2014
Neither an audit nor a review provides assurance on the maintenance and integrity of the website, including controls listed to achieve this and in particular whether any changes have occurred to the financial information since first published. These matters are the responsibility of the directors but no control procedures can provide absolute assurance in this area.
Legislation in Guernsey governing the preparation and dissemination of financial information differs from legislation in other jurisdictions.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 30 June 2014 Year ended Year ended 30 Jun 2014 30 Jun 2013 Notes GBP GBP Net movement in unrealised (depreciation)/ appreciation on investments 8 23,761,179 (20,472,832) Realised (loss) / gains on investments 8 (19,638,577) (12,397,227) Operating income 3 109,989 243,942 Operating expenses 4 (860,908) (1,191,413) ------------- ---------------- Net gain / (loss) for the year before foreign exchange losses 3,371,683 (33,817,530) ------------- ---------------- Unrealised foreign exchange loss (438,624) (125,332) Net gain / (loss) for the year 2,933,059 (33,942,862) ------------- ---------------- Other Comprehensive Income - - ------------- ---------------- Total Comprehensive Income / (Loss) 2,933,059 (33,942,862) ------------- ---------------- Attributable to: Owners of the Company 2,932,371 (32,196,202) Non-controlling interest 13 688 (1,746,660) ------------- ---------------- 2,933,059 (33,942,862) ------------- ---------------- Pence Pence Earnings per share for the year - Basic and Diluted 6 7.38 (81.06) ------------- ---------------- There are no recognised gains or losses for the year other than those disclosed above. In arriving at the results for the financial year, all amounts above relate to continuing operations. The notes on pages 47 to 72 form an integral part of these financial statements CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 30 June 2014 30 Jun 30 Jun 2014 2013 Notes GBP GBP NON-CURRENT ASSETS Financial assets designated as at fair value through profit and loss 8 30,536,125 28,065,169 CURRENT ASSETS Cash and cash equivalents 3,491,801 1,868,097 Trade and other receivables 9 182,034 936,053 ------------------------- -------------------------- 3,673,835 2,804,150 TOTAL ASSETS 34,209,960 30,869,319 ------------------------- -------------------------- CURRENT LIABILITIES Trade and other payables 10 2,281,792 209,731 ------------------------- -------------------------- 2,281,792 209,731 NET ASSETS 31,928,168 30,659,588 ------------------------- -------------------------- EQUITY Share premium 12 42,602,254 42,602,254 Revenue reserve (11,201,361) (14,133,732) ------------------------- -------------------------- Equity attributable to owners of the Company 31,400,893 28,468,522 Non-controlling interest 13 527,275 2,191,066 TOTAL EQUITY 31,928,168 30,659,588 ------------------------- -------------------------- Pence Pence Net asset value per Ordinary Share based on 39,719,569 (2013: 39,719,569) shares in issue 79.05 71.67 ------ ------ The consolidated financial statements were approved and authorised for issue by the Board on 6 October 2014. Chairman Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2014
Share Share Premium Revenue Non-controlling Total Capital Reserves interest Notes GBP GBP GBP GBP GBP Balance as at 1 July 2013 - 42,602,254 (14,133,732) 2,191,066 30,659,588 Net gain for the year - - 2,932,371 688 2,933,059 Issue of shares to non-controlling interests - - - 5,000 5,000 Redemption of shares from non-controlling interests - - - (1,669,479) (1,669,479) Balance as at 30 June 2014 - 42,602,254 (11,201,361) 527,275 31,928,168 ---------------------- ------------------------ -------------------------- ------------------ ------------------- Share Share Premium Revenue Non-controlling Total Capital Reserves interest GBP GBP GBP GBP GBP Balance as at 1 July 2012 - 42,602,254 18,062,470 437,726 61,102,450 Net loss for the year - - (32,196,202) (1,746,660) (33,942,862) Issue of shares to non-controlling interests - - - 3,500,000 3,500,000 Balance as at 30 June 2013 - 42,602,254 (14,133,732) 2,191,066 30,659,588 ---------------------- ------------------------ -------------------------- ------------------ -------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2014
Year ended Year ended 30 Jun 2014 30 Jun 2013 Notes GBP GBP OPERATING ACTIVITIES Net gain /(loss) for the year 2,933,059 (33,942,862) Net movement in unrealised (appreciation) / depreciation on investments 8 (23,761,179) 20,472,832 Interest received (10,867) (33,283) Increase/ (decrease) in payables 11,125 (73,377) Decrease in receivables 4,183 109,584 Realised losses on investments 8 19,638,577 12,397,227 Foreign exchange movements 4 438,624 125,332 NET CASH FLOW FROM OPERATING ACTIVITIES (746,478) (944,547) ---------------------------- ---------------------------------- INVESTING ACTIVITIES Interest received 10,867 33,283 Purchase of investments (27,574,793) (71,331,970) Sale of investments 32,037,210 56,843,097 NET CASH FLOW FROM INVESTING ACTIVITIES 4,473,285 (14,455,590) ---------------------------- ---------------------------------- FINANCING ACTIVITIES Proceeds from issue of shares in Subsidiary 13 5,000 3,500,000 Redemption of shares in Subsidiary 13 (1,669,479) - NET CASH FLOW FROM FINANCING ACTIVITIES (1,664,479) 3,500,000 ---------------------------- ---------------------------------- CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,868,097 13,893,566 Increase / (decrease) in cash and cash equivalents 2,062,328 (11,900,137) Effect of foreign exchange rates (438,624) (125,332) CASH AND CASH EQUIVALENTS AT END OF YEAR 3,491,801 1,868,097 ---------------------------- ----------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2014
1 GENERAL INFORMATION The consolidated financial statements incorporate the financial statements of Altus Resource Capital Limited (the "Company") and Altus Global Gold Limited (the "Subsidiary") together known as (the "Group"). The Company is a closed-ended investment company incorporated in Guernsey on 30 April 2009, which listed on the Specialist Fund Market of the London Stock Exchange on 30 June 2009 and on the Channel Islands Securities Exchange ("CISE") on 22 December 2009. On 20 December 2013 the Royal Court of Guernsey approved the scheme of arrangement (the "Scheme") between the CISX and The Channel Islands Securities Exchange (the "CISE"). In accordance with the Scheme, the business of the CISX has been acquired by CISE. All securities that were listed on the Official List of the CISX have been transferred and are now listed on the Official List of CISE. The principal activity of the Group is to realise capital growth from a concentrated portfolio of resource equities and to generate a significant capital return to shareholders. 2 ACCOUNTING POLICIES The following significant accounting policies have been applied consistently in dealing with the items which are considered material to the Group's Consolidated Financial Statements: (a) Basis of Preparation The consolidated financial statements have been prepared in conformity with International Financial Reporting Standards ("IFRS") as adopted in the European Union which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB") and International Financial Reporting Interpretations Committee ("IFRIC"), together with applicable Guernsey law. The financial statements have been prepared on a historical cost basis except for the measurement at fair value of certain financial instruments. The following Standards which became effective and have been adopted by the group in the current period, are relevant to the Group's operations. IFRS 7 Financial Instruments - Disclosures - Amendments related to the offsetting of assets and liabilities effective for annual periods beginning on or after 1 January 2013. IFRS 13 Fair value measurement - Original issue effective for annual periods beginning on or after 1 January 2013. IFRS 13 Fair Value Measurement- Amendments resulting from Annual Improvements Cycle effective for annual periods beginning on or after 1 July 2014 (adopted early). IAS 32 Financial Instruments: Presentation - Annual improvements effective for annual periods beginning on or after 1 January 2013. The Group has applied IFRS 13 for the first time in the current year. IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The scope of IFRS 13 is broad; the fair value measurement requirements of IFRS 13 apply to both financial instrument items and non-financial instrument items for which other IFRSs require or permit fair value measurements and disclosures about fair value measurements. IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions. Fair value under IFRS 13 is an exit price regardless of whether that price is directly observable or estimated using another valuation technique. Also, IFRS 13 includes extensive disclosure requirements. IFRS 13 requires prospective application from 1 January 2013. In addition, specific transitional provisions were given to entities such that they need not apply the disclosure requirements set out in the Standard in comparative information provided for periods before the initial application of the Standard. In accordance with these transitional provisions, the Group has not made any new disclosures required by IFRS 13 for the 2013 comparative period (please see Note 8 for the 2014 disclosures). Other than the additional disclosures, the application of IFRS 13 has not had any material impact on the amounts recognised in the consolidated financial statements. The adoption of the revisions to IFRS 7 and IAS 32 have not had a material impact on the accounts. The following Standards which are expected to affect the Group have been issued but not yet adopted by the Group as shown below. Other Standards issued by the IASB and the IFRIC are not expected to affect the Group. IFRS 7 Financial Instruments - Disclosures - Deferral of mandatory effective date of IFRS 9 and amendments relating to additional hedge accounting disclosures (and consequential amendments). Applies only when IFRS 9 is adopted, which is effective for annual periods beginning on or after 1 January 2018. IFRS 9 Financial Instruments - Classification and Measurement effective for annual periods beginning on or after 1 January 2018, subject to EU endorsement. IFRS 9 Financial Instruments - accounting for financial liabilities and derecognition effective for annual periods beginning on or after 1 January 2018, subject to EU endorsement. IFRS 10 Consolidated Financial Statements - For annual periods beginning on or after 1 January 2014. IFRS 12 Disclosure of Interests in Other Entities - For annual periods beginning on or after 1 January 2014. IAS 27 (2011) Separate Financial Statements - For annual periods beginning on or after 1 January 2014. IAS 32 Financial Instruments: Presentation - Amendments relating to the offsetting of assets and liabilities effective for annual periods beginning on or after 1 January 2014. IAS 39 Financial Instruments: Recognition and Measurement - Amendments for novations of derivatives effective for annual periods beginning on or after 1 January 2014. IAS 39 Financial Instruments: Recognition and Measurement - Amendments to permit an entity to elect to continue to apply the hedge accounting requirements in IAS 39 for a fair value hedge of the interest rate exposure of a portion of a portfolio effective for annual periods beginning on or after 1 January 2018. The Directors have considered the above and are of the opinion that the above Standards are not expected to have a material impact on the Group's financial statements with the following exceptions. The adoption of IFRS 9 will impact both the measurement and disclosure of the Group's Financial Instruments. As the Standard has not yet been adopted by the EU, it is not practicable to provide a reasonable estimate of the effect of the Standard. IFRS 10 replaces the parts of IAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements and SIC-12 Consolidation - Special Purpose Entities. IFRS 10 changes the definition of control such that an investor has control over an investee when a) it has power over the investee, b) it is exposed, or has rights, to variable returns from its involvement with the investee and c) has the ability to use its power to affect its returns. All three of these criteria must be met for an investor to have control over an investee. Previously, control was defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The Directors expect the Company to meet the criteria to be deemed an investment entity under IFRS10 and this would require accounting for the Subsidiary at fair value. The results of the Subsidiary would not be consolidated in these financial statements as currently required by IAS 27. As the fair value of the investment entity will be based on the latest available NAV, which is equivalent to the value to the results currently being consolidated into the Group accounts, it is not anticipated there will be a material impact on the overall NAV. IFRS 12 is a new disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. It will be adopted at the same time as IFRS 10 and in general, the application of IFRS 12 will result in more extensive disclosures in the financial statements. These items will be applied in the first financial period for which they are required. (b) Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and its Subsidiary. The Company owns 90.22% (2013: 53.28%) of the shares in the Subsidiary and has the power to govern the financial and operating policies of the Subsidiary so as to obtain benefits from its activities. Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Non-controlling interests in the Subsidiary are identified separately from the Group's equity therein. The interests of non-controlling shareholders are initially measured at the non-controlling interest's proportionate share of the fair value of the acquiree's identifiable net assets. Subsequent to acquisition, the carrying amount of non-controlling interest is the amount of the interest at initial recognition plus the non-controlling interest's share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interest even if this results in the non-controlling interest having a deficit balance. (c) Judgements and estimates The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results could differ from such estimates. 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 was 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. The most critical judgements, apart from those involving estimates, that management has made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are the functional currency of the Company (see note 2(d)(i)), the fair value of investments designated to be at fair value through profit or loss (see note 2(e)(i)) and the ability of the entity to continue as a going concern (see note 2(f)). In estimating the fair value of an asset or liability, the Company uses market observable data to the extent it is available. Where direct market data is not available, the Company's Investment Manager performs the valuation. The Board works closely with the Investment Manager to establish the appropriate valuation techniques and inputs to the model. The Investment Manager reports quarterly to the board to explain the cause of fluctuations in the fair value of assets and liabilities. Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are discussed in Note 8. (d) Foreign currency (i) Functional and Presentation Currency The Company's investors are mainly from the UK. The primary activity of the Company is to realise capital growth from a portfolio of gold and precious metals equities with the aim of generating a significant capital return to Shareholders. The performance of the Company is measured and reported to investors in Sterling. The Directors consider Sterling as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. The financial statements are presented in Sterling, which is the Company's functional and presentation currency. (ii) Transactions and Balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Total Comprehensive Income. Translation differences on non-monetary financial assets and liabilities such as equities at fair value through profit or loss are recognised in the Consolidated Statement of Total Comprehensive Income. The Company holds investments denominated in Australian, Canadian and US Dollars at the reporting date, and may enter into forward foreign currency contracts to hedge the exchange rate risk arising from future cash flows on these investments. As at 30 June 2014 no forward foreign currency contracts were taken out. (e) Financial Instruments Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. The Group's main financial instruments comprise: * Cash and cash equivalents that arise directly from the Group's operations; and * Quoted and unquoted investment securities. (i) Financial Assets The classification of financial assets at initial recognition depends on the purpose for which the financial asset was acquired and its characteristics. All investments and derivative financial instruments have been designated as financial assets "at fair value through profit and loss". Investments are initially recognised on the date of purchase at cost, being the fair value of the consideration given, excluding transaction costs associated with the investment. After initial recognition, investments are measured at fair value, with unrealised gains and losses on investments and impairment of investments recognised in the Consolidated Statement of Comprehensive Income. Commissions paid on the sale or purchase of investments are recognised in the Consolidated Statement of Comprehensive Income as incurred. A financial asset (in whole or in part) is derecognised either: * when the Company has transferred substantially all the risk and rewards of ownership; * when it has not retained substantially all the risk and rewards and when it no longer has control over the asset or a portion of the asset; or * when the contractual right to receive cash flow has expired. (ii) Financial Liabilities The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was issued and its characteristics. All financial liabilities are initially recognised at fair value net of transaction costs incurred. All purchases of financial liabilities are recorded on trade date, being the date on which the Company becomes party to the contractual requirements of the financial liability. Unless otherwise indicated the carrying amounts of the Company's financial liabilities approximate to their fair values. Financial liabilities measured at amortised cost include other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method. A financial liability (in whole or in part) is derecognised when the Company has extinguished its contractual obligations, it expires or is cancelled. Any gain or loss on derecognition is taken to the Consolidated Statement of Comprehensive Income. (f) Going concern The Company's Articles incorporate a provision that requires a continuation vote to be proposed at a meeting of the Company's Shareholders (by way of ordinary resolution). In accordance with Article 154A, a continuation vote will be put to the Shareholders at the next Annual General Meeting on 4 December 2014. While the Directors cannot be certain what the results of this vote will be, the Consolidated Financial Statements are prepared on a going concern basis supported by the Directors current assessment of: * the Company's ability to continue in existence for the foreseeable future; * the continued viability of the Company at a lower level of net assets; * on-going Shareholder interest in the continuation of the Company. (g) Taxation The Company and its Subsidiary have been granted exemption under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 from Guernsey Income Tax, and each entity is charged an annual fee of GBP600. (h) Expenses All expenses are accounted for on an accruals basis. (i) Interest, Dividend and Bond Income Interest, dividend and bond income is accounted for on an accruals basis. (j) Cash and cash equivalents Cash at bank and short term deposits which are held to maturity are carried at cost. Cash and cash equivalents are defined as call deposits, short term deposits and highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and deposits at bank. (k) Share issue costs The Share issue costs borne by the Company are recognised in the Consolidated Statement of Changes in Equity, as the Company's Ordinary Shares have no fixed redemption date. (l) Trade Date Accounting All "regular way" purchases and sales of financial assets are recognised on the "trade date", i.e. the date that the entity commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of the asset within the time frame generally established by regulations or convention in the market place. (m) Segmental Reporting The Directors are of the opinion that the Group is engaged in a single segment of business, being investment business and operates solely from Guernsey, therefore no segmental reporting is provided. 3 OPERATING INCOME Year ended Year ended 30 Jun 2014 30 Jun 2013 GBP GBP Bank interest 10,867 33,283 Dividend income 99,122 118,818 Bond income - 91,841 109,989 243,942 --------------------------------- ---------------------------------- 4 OPERATING EXPENSES Year ended Year ended 30 Jun 2014 30 Jun 2013 GBP GBP Investment Manager's fees 297,381 466,671 Accountancy fees 7,558 8,975 Administrator's fee 83,276 76,246 Registrar's fee 7,283 6,727 Directors' fees 144,813 150,585 Custody fees 6,277 39,380 Audit fee 33,986 32,954 Directors' and Officers' insurance 4,771 4,732 Annual fees 37,553 13,087 Printing and stationery 5,219 3,490 Bank interest and charges 9,109 10,852 Commissions paid 98,434 216,258 Corporate and Shareholder Adviser fees 46,909 76,349 Sponsor fees 10,055 9,125 Legal and professional 3,073 - fees Travel expenses 42,986 50,000 Sundry costs 22,225 25,982 860,908 1,191,413 --------------------------------- ---------------------------------- 5 DIRECTORS' REMUNERATION The Directors of the Company are paid GBP20,000 per annum. In addition to GBP20,000 per annum, Nicholas Falla receives an additional fee of GBP5,000 as Chairman and Robert Milroy receives an additional fee of GBP3,000 as Chairman of the audit committee. The Directors remuneration of the subsidiary is determined by reference to NAV of the subsidiary with effect from 1 April 2014. In the year to 30 June 2014 the directors were paid GBP14,250 (2013: GBP15,000) based on fees of GBP15,000 per annum to 31 March 2014 and GBP12,000 annum for the quarter to 30 June 2014. The chairman also received an additional fee of GBP3,000 per annum. 6 EARNINGS PER SHARE Earnings per Ordinary Share is calculated by dividing the net gain for the year attributable to holders of Ordinary Shares of the Company ('Shareholders') of GBP2,932,371 (2013: loss GBP32,196,202) by the weighted average number of Ordinary Shares in issue during the year (39,719,569 (2013: 39,719,569)). There are no dilutive instruments and therefore basic and diluted earnings per Ordinary Share are identical. 7 SUBSIDIARIES On 27 October 2011 the Company acquired 90.41% of the voting equity of Altus Global Gold Limited (the "Subsidiary") for a consideration of GBP5,000,000. The Subsidiary is an authorised open-ended investment company with registered number 54069. The Subsidiary was incorporated on 10 October 2011 and listed on the official list of the CISX on 1 November 2011. The Administrator of the Subsidiary is Praxis Group and the Custodian is the Royal Bank of Canada. At the time of the acquisition, the Subsidiary had no assets or liabilities and had not commenced trading. The Company's holding in the Subsidiary subsequently decreased to 53.28% of the voting equity as at 30 June 2013, then increased to 90.22% following redemption of shares held by third parties in the subsidiary at 30 June 2014. Included in the Total Comprehensive Income for the year attributable to the owners of the Company is a gain of GBP6,343 (2013: loss GBP1,991,912) representing the Company's share of the Subsidiary's profit for the year. The Subsidiary was established to realise capital growth from a portfolio of gold and precious metals equities, with the aim of generating a significant capital return to shareholders. The Subsidiary invests in mid-tier and major gold and precious metals companies with a focus on mid-tier products. The financial year end of the Subsidiary is 30 June, which is co-terminus with the financial year end of the Company. 8 FAIR VALUE THROUGH PROFIT OR LOSS INVESTMENTS Total Total 30 Jun 2014 30 Jun 2013 GBP GBP Opening portfolio cost 59,605,503 58,593,473 Additions - cost 29,635,729 70,999,401 Sales (31,287,374) (57,590,144) Realised losses on investments (19,638,578) (12,397,227) Unrealised depreciation on valuation brought forward (31,540,334) (11,067,502) Movement in unrealised appreciation /(depreciation) on valuation for the year 23,761,179 (20,472,832) -------------------------- ------------------------ Closing valuation 30,536,125 28,065,169 -------------------------- ------------------------ Unrealised depreciation on valuation carried forward (7,779,155) (31,540,334) -------------------------- ------------------------ IFRS 13 requires disclosure of fair value measurements of financial assets and liabilities, using a three level hierarchy as detailed below: * Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; * Level 2 fair value measurements are those derived from inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); * Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Valuation Techniques Fair value is the amount for which the financial instruments could be exchanged, or a liability settled, between knowledgeable willing parties in an arms length transaction. Fair value also reflects the credit quality of the issuers of the financial instruments. The methods used for determining the Fair Value of each of the financial assets and liabilities held by the Group are as follows: Investments in listed or publically quoted securities Listed or publicly quoted securities and options where there is an active market in those securities or options are valued according to their quoted bid price. These investments are included within Level 1 of the fair value hierarchy. Listed or publicly quoted securities where there is not an active market and trading occurs infrequently are valued according to their quoted bid prices but are included within Level 2 of the fair value hierarchy due to infrequency of trading. Warrants The Group invests in unlisted warrants which relate to listed or publically quoted equities. These warrants are valued by the Investment Manager using standard binomial and Black-Scholes modelling techniques. The valuation inputs include: * The bid price of the underlying equity; * The volatility of the underlying equity based on the minimum of 260 day averages of daily volatility over the last 2 years; * The term and exercise price of the warrant or option; and * Risk free rates based on generic composite rates for relevant government bonds. To the extent that the significant inputs are observable or derived from market data relating to the underlying securities, the Group categorises these investments as Level 2. Private Investments Private investments are valued in accordance with the International Private Equity and Venture Capital Guidelines using a combination of methods including the initial purchase price, comparable company, comparable transaction, market multiple, discounted cash flow and liquidation analysis approaches, after taking account of foreign exchange movements. As these inputs were not observable they were categorised as Level 3 of the fair value hierarchy. The Group held a private investment in the prior year but no such investments were held as at 30 June 2014. Details of the value of each classification are listed in the table below. Values are based on the market value of the investments as at the reporting date: Market Market Value Value 30 Jun 30 Jun 2014 2013 % of % of GBP Total GBP Total Level 1 30,111,496 98.6% 26,675,726 95.0% Level 2 424,629 1.4% 1,016,078 3.6% Level 3 - 0.0% 373,365 1.4% Total 30,536,125 28,065,169 -------------------- --------------- The following table shows a reconciliation of all movements in the fair value of financial instruments categorised within Level 3 between the beginning and the end of the reporting year: 30 Jun 2014 30 Jun 2013 GBP GBP Opening portfolio cost 3,391,077 3,391,077 Sales (157,103) - Realised loss on investments (3,233,974) - Unrealised depreciation on valuation brought forward (3,017,712) (737,003) Movement in unrealised depreciation on valuation for the year 3,017,712 (2,280,709) Closing valuation - 373,365 -------------------------------- ---------------------------------- There have been no transfers between Level 1 and Level 2 of the fair value hierarchy during the year under review. 9 TRADE AND OTHER RECEIVABLES 30 Jun 2014 30 Jun 2013 GBP GBP Accrued income 19,666 28,706 Prepayments 20,068 15,211 Broker debtors 142,300 892,136 182,034 936,053 --------------------------- ---------------------------------- The above carrying value of receivables is equivalent to its fair value. 10 TRADE AND OTHER PAYABLES (amounts falling due within 30 Jun 2014 30 Jun 2013 one year) GBP GBP Trade creditors 76,420 70,671 Accrued expenses 58,065 52,509 Broker creditors 2,147,487 86,551 2,281,792 209,731 --------------------------- ---------------------------------- The above carrying value of payables is equivalent to its fair value. 11 SHARE CAPITAL Authorised Shares GBP Unlimited number of Ordinary Unlimited - Shares of no par value =========================== ================================== Issued Date of issue Shares GBP 29 June 2009 26,000,000 - 21 December 2009 10,997,233 - 3 August 2010 2,722,336 - Ordinary Shares in issue as - at 30 June 2014 and 30 June 2013 39,719,569 --------------------------- ---------------------------------- Holders of Ordinary Shares are entitled to receive, and participate in, any dividends out of income; other distributions of the Company available for such purposes and resolved to be distributed in respect of any accounting period; or other income or right to participate therein. On a winding up, Shareholders are entitled to the surplus assets remaining after payment of all the creditors of the Company. Shareholders also have the right to receive notice of and to attend, speak and vote at general meetings of the Company and each Member being present in person or by proxy or by a duly authorised representative at a meeting shall upon a show of hands have one vote and upon a poll each such holder present in person or by proxy or by a duly authorised representative shall have one vote in respect of every Ordinary Share held by him. 12 SHARE PREMIUM GBP Premium on shares issued 29 June 2009 26,000,000 Premium on shares issued 21 December 2009 14,667,020 Premium on shares issued 3 August 2010 3,818,894 Issue costs (1,883,660) Share premium as at 30 June 2014 and 30 June 2013 42,602,254 ---------------------------------- Under IAS 32 'Financial Instruments: Presentation', transaction costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. 13 NON-CONTROLLING INTEREST The Subsidiary has a 9.78% non-controlling interest. 30 Jun 2014 30 Jun 2013 GBP GBP Balance as at 1 July 2013 2,191,066 437,726 Share of profit / (loss) for the period 688 (1,746,660) Issue of shares to non-controlling interests 5,000 3,500,000 Redemption of shares - to non-controlling interests (1,669,479) Balance as at 30 June 2014 527,275 2,191,066 --------------------------------- ---------------------------------- 14 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The main risks arising from the Group's financial instruments are market price risk, credit risk, liquidity risk, interest rate risk, foreign exchange risk and capital management risk. The Board regularly reviews and agrees policies for managing each of these risks and these are summarised below: (a) Market Price Risk Market price risk arises mainly from uncertainty about future prices of financial instruments held. It represents the potential loss the Group might suffer through holding market positions in the face of price movements. The Investment Manager actively monitors market prices and reports to the Board as to the appropriateness of the prices used for valuation purposes. A list of the top 10 investments held by the Group is shown in the Schedule of Top 10 Investments on page 73. If the value of the Group's investment portfolio were to increase by 30%, it would represent a gain of GBP9,160,838 (2013: GBP8,419,551). This would cause the net asset value of the Group to rise by 28.69% (2013: 27.46%). If the value of the Group's investment portfolio were to decrease by 30%, it would represent a decrease of GBP9,160,838 (2013: GBP8,419,551). This would cause the net asset value of the Group to fall by 28.69% (2013: 27.46%). Some of the market price is mitigated by the use of various put and call options and Exchange-traded funds ("ETFs"). It is Group policy not to invest more than 20% of the gross assets of the Group in the securities of any one company or group at the time the investment is made. The Group has no significant concentration of market risk, with exposure spread over a large number of investments. At 30 June 2014 the Group's largest exposure to a single investment was GBP2,685,697 (2013: GBP3,195,273), which represents 8.8% (2013: 11.39%) of the total market value of the Group's investments. Investors should be aware that the prospective returns to Shareholders mirror the returns under the investments held or entered into by the investments held or entered into by the Group and that any default by an issuer of any such investment held by the Group would have a consequential adverse effect on the ability of the Group to pay some or all of the entitlement to Shareholders. Such a default might, for example, arise on the insolvency of an issuer of an investment. (b) Credit Risk Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Group. The Directors receive financial information on a regular basis which is used to identify and monitor risk. The Group is exposed to credit risk in respect of its cash and cash equivalents, arising from possible default of the relevant counterparty, with a maximum exposure equal to the carrying value of those assets. The Group's financial assets exposed to credit risk are as follows: 30 Jun 2014 30 Jun 2013 GBP GBP Cash and cash equivalents 3,491,801 1,868,097 Trade and other receivables 182,034 936,053 3,673,835 2,804,150 ----------------------------- ---------------------------- The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. The Group monitors the placement of cash balances on an ongoing basis. The Group invests its cash and cash equivalents with Royal Bank of Canada (Channel Islands) Limited and Barclays Private Clients International which had a Standard and Poor's rating of AA- and A respectively as at the date of signing. The investments of the Group are held in custody by Royal Bank of Canada (Channel Islands) Limited ("RBCCI"). Bankruptcy or insolvency of the Custodians may cause the Group's rights with respect to investments held by the Custodians to be delayed. RBCCI mitigate risk by using a subcustodian network comprising top-rated and well respected counterparties. The custodian network is monitored on an ongoing basis to ensure that each one continues to meet RBCCI's stringent criteria. (c) Liquidity Risk Liquidity risk is the risk that the Group will encounter difficulty in realising assets or otherwise raising funds to meet financial commitments. The Group's main financial commitment is its ongoing operating expenses. The Investment Manager ensures that the Group has sufficient liquid resources available to fulfil its operational plans and to meet its financial obligations as they fall due. The table below details the residual contractual maturities of financial liabilities: As at 30 June 2014: Less than 1 to 3 3 months Greater Total 1 month months to 1 than year 1 year GBP GBP GBP GBP GBP Trade creditors 76,240 - - - 76,240 Accrued expenses 20,190 34,650 3,225 - 58,065 Broker creditors 2,147,487 - - - 2,147,487 Total Liabilities 2,243,917 34,650 3,225 - 2,281,792 ----------------- -------------------------- ------------------------ -------------------- ------------------- As at 30 June 2013: Trade creditors 70,671 - - - 70,671 Accrued expenses 17,458 33,164 1,887 - 52,509 Broker creditors 86,551 - - - 86,551 Total Liabilities 174,680 33,164 1,887 - 209,731 ----------------- -------------------------- ------------------------ -------------------- ------------------- Note that all amounts included within the 1 -12 months column above have a contractual maturity within 3 months. (d) Interest Rate Risk The Group holds cash in several bank accounts, the return on which is subject to fluctuations in market interest rates. Other than cash and cash equivalents, none of the assets or liabilities of the Group, attract or incur interest. The following table details the Group's exposure to interest rate risks: As at 30 June 2014: Floating Non-interest less than bearing 1 month Fixed Total GBP GBP GBP GBP Assets Designated as at fair value through profit or loss on initial recognition: Investments - 30,536,125 - 30,536,125 Loans and receivables: Accrued income - 19,666 - 19,666 Prepayments - 20,068 - 20,068 Broker debtors - 142,300 - 142,300 Cash and cash equivalents 3,491,801 - - 3,491,801 ----------------------- -------------------------- -------------------- ----------------- Total Assets 3,491,801 30,718,159 - 34,209,960 ----------------------- -------------------------- -------------------- ----------------- Liabilities Financial liabilities measured at amortised cost: Trade creditors - 76,240 - 76,240 Accrued expenses - 58,065 - 58,065 Broker creditors - 2,147,487 - 2,147,487 Total Liabilities - 2,281,792 - 2,281,792 ----------------------- -------------------------- -------------------- ----------------- Total interest sensitivity gap 3,491,801 ----------------------- As at 30 June 2013: Floating Non-interest Fixed Total less than bearing 1 month GBP GBP GBP GBP Assets Designated as at fair value through profit or loss on initial recognition: Investments - 27,736,503 328,666 28,065,169 Loans and receivables: - Accrued income - 28,706 - 28,706 Prepayments - 15,211 - 15,211 Broker debtors - 892,136 - 892,136 Cash and cash equivalents 1,868,097 - - 1,868,097 ----------------------- -------------------------- -------------------- ----------------- Total Assets 1,868,097 28,672,556 328,666 30,869,319 ----------------------- -------------------------- -------------------- ----------------- Liabilities Financial liabilities measured at amortised cost: Trade creditors - 70,671 - 70,671 Accrued expenses - 52,509 - 52,509 Broker creditors - 86,551 - 86,551 Total Liabilities - 209,731 - 209,731 ----------------------- -------------------------- -------------------- ----------------- Total interest sensitivity gap 1,868,097 ----------------------- Interest rate sensitivity If interest rates had been 25 basis points higher and all other variables were held constant, the Group's net gain attributable to Shareholders for the year ended 30 June 2014 would have increased by approximately GBP8,730 (2013: GBP4,670) or 0.03% (2013: 0.02%) of Net Assets due to an increase in the amount of interest receivable on the bank balances. If interest rates had been 25 basis points lower and all other variables were held constant, the Group's net gain attributable to Shareholders for the year ended 30 June 2014 would have decreased by approximately GBP8,730 (2013: GBP4,670) or 0.03% (2013: 0.02%) of Net Assets due to a decrease in the amount of interest receivable on the bank balances. (e) Foreign Exchange Risk A substantial proportion of the Group's portfolio is invested in overseas securities and movements in exchange rates can significantly affect their Sterling value. The Group does not normally hedge against foreign currency movements affecting the value of the investment portfolio, but takes account of this risk when making investment decisions. The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed by minimising the amount of foreign currency held at any one time. The carrying amounts of the Group's foreign currency denominated monetary assets at the reporting date are as follows: 30 Jun 2014 30 Jun 2013 GBP GBP Australian Dollar 6,192,797 6,579,996 Canadian Dollar 17,107,481 14,437,911 US Dollar 5,548,768 7,037,398 28,849,045 28,055,305 ------------------------ ------------------------- The following table details the Group's sensitivity to a 15% appreciation or depreciation in Sterling against the relevant foreign currencies. 15 per cent represents the Directors' assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 15 per cent change in foreign currency rates. A positive number below indicates an increase in profit and other equity where Sterling strengthens 15 per cent against the relevant currency. For a 15 per cent weakening of the Sterling against the relevant currency, there would be a comparable but opposite impact on the profit and other equity: Currency Impact 30 Jun 2014 30 Jun 2013 GBP GBP Australian Dollar Profit or loss (807,756) (858,260) Other equity (807,756) (858,260) ========================== =========================== Canadian Dollar Profit or loss (2,231,411) (1,883,206) Other equity (2,231,411) (1,883,206) ========================== =========================== US Dollar Profit or loss (723,752) (917,921) Other equity (723,752) (917,921) ========================== =========================== (f) Concentration Risk The majority of the Group's investments are in companies and related securities associated with the gold and precious metals sector and so it is subject to the risk of concentrating its investments in this asset class. The Group's performance will depend largely on the overall condition of the precious metals and mining industry. (g) Capital Management The investment objective of the Group is to provide Shareholders with attractive long term returns, expected to be in the form of capital, through a diversified portfolio. As the Company's Ordinary Shares are traded on the SFM, the Ordinary Shares may trade at a discount to their Net Asset Value per Share on occasion. However, in structuring the Group, the Directors have given detailed consideration to the discount risk and how this may be managed. 15 RELATED PARTY TRANSACTIONS AND DIRECTORS BENEFICIAL INTERESTS The Group is managed by the Investment Manager, a wholly-owned FCA authorised and regulated subsidiary of Altus Strategies Limited ('ASL'). ASL owns 504,755 Ordinary Shares (1.27%) in the Company and 500,000 Ordinary Shares (9.02%) in the Subsidiary. The Director David Netherway is a non-executive chairman of Altus Strategies Limited, which as mentioned above, owns 504,755 shares (1.27%) in Altus Resource Capital Limited. David Netherway is also non-executive Chairman of Kilo Goldmines Limited, whose equities and warrants are invested in by the Group. The total investment in Kilo Goldmines Limited represents 0.98% of the market value of the Group's investments. The Director Nick Falla holds 30,000 Ordinary Shares (0.08%) in the Company. The Director David Gelber holds 53,000 Ordinary Shares (0.13%) in the Company. This is held as part of a nominee trust holding in the Company. The Director Robert Milroy holds 30,000 Ordinary Shares (0.08%) in the Company. Under the Investment Management Agreement between the Investment Manager and the Company, the Investment Manager is entitled to receive fees of the greater of 0.85% per annum of the Company's Net Asset Value or GBP150,000 per annum. Under the Investment Management Agreement between the Investment Manager and the Subsidiary, the Investment Manager is entitled to receive fees of 1.5% per annum of the Subsidiary's Net Asset Value, subject to the Total Expense Ratio not exceeding 2%. In accordance with the agreement the fee has been waived for ARCL's holding in the Subsidiary. During the year the Group incurred GBP297,381 (2013: GBP466,671) of fees, of which GBP67,089 (2013: GBP61,398) was outstanding at the period end as shown in trade and other payables. During the year, the Group was charged travel expenses totalling GBP42,986 (2013: GBP50,000) by the Investment Manager. The Investment Manager is also entitled to receive a performance fee (the "Performance Fee"). The first component of the Performance Fee was calculated for the first time in respect of the financial accounting period first ending following the second anniversary of the date of Admission ("the Calculation Period"). The fee is equal to 20% of the excess of the NAV per Share as at the end of the financial accounting period (adjusted to account for dividends and returns of capital paid out during the period and in respect of which the Manager has been paid or is to be paid the second component of the Performance Fee) over the basic performance hurdle, this being an amount equal to the Issue Price increased by 10% of the Issue Price per annum up to the end of the relevant performance period. Thereafter this fee shall be paid on an annual basis in respect of each financial period subject to the basic performance hurdle and a high watermark having been exceeded. The high watermark is the NAV at the end of the financial period in respect of which the last Performance Fee was paid. If, however, the high watermark is not exceeded for any consecutive period of three years it shall be re-based to a value equal to the NAV as at the end of the third financial period. The basic performance hurdle, as described above, must however still be exceeded in order for this component of the performance fee to be payable. The first component of the Performance Fee will be paid on a per Share basis, multiplied by the time weighted average of the number of Shares in issue in the relevant performance period (or since Admission in the first performance period) (together, if applicable, with an amount equal to the VAT thereon). In the event that there is a further issue of Shares, a redemption of Shares or other capital reorganisation of the Company, the calculation of the performance fee will be adjusted appropriately. The second component of the Performance Fee is an amount equal to 20% of the sum of all dividends, distributions and other returns of capital paid out to Shareholders during the relevant performance period (but excluding redemptions and share buy backs that are deemed distributions under the Companies Law), subject to the performance hurdle having been satisfied. The performance hurdle is the requirement that the NAV on the relevant calculation date must exceed an amount equal to the Issue Price increased by 10% of the Issue Price per annum up to the end of the relevant performance period. No Performance Fee provision has been made for the Company for the period as the performance hurdle has not been met. No Performance Fee provision has been made for the Subsidiary for the period as the performance hurdle has not been met. Nimrod Capital LLP is the Company's Corporate and Shareholder Adviser and is entitled to receive fees of 0.15% of the Company's Net Asset Value per annum. During the year the Group incurred GBP46,909 (2013: GBP76,349) of costs, of which GBP11,839 (2013: GBP10,391) was outstanding at the year end as shown in accrued expenses.
TOP 10 INVESTMENTS IN SECURITIES AS AT 30 JUNE 2014
30 Jun 2014 Investment * Cost Market Unrealised Value profit / (loss) GBP GBP GBP Nevsun Resources Limited 2,845,485 2,685,697 (159,788) Guyana Goldfields Inc 2,586,992 2,005,362 (581,630) Beadell Resources Limited 1,986,021 1,686,431 (299,590) Base Resources Limited 1,985,973 1,614,355 (371,618) Amara Mining Plc 1,148,164 1,512,875 364,711 Panoro Minerals Limited 2,006,141 1,308,114 (698,027) ETFS Palladium 1,207,823 1,244,741 36,918 Fission Uranium Corp 964,082 1,227,620 263,538 Kennady Diamonds Inc 319,158 1,114,333 795,175 Ivanhoe Mines Limited 1,253,038 1,098,017 (155,021) 16,302,877 15,497,545 (805,332) -------------------- ------------------------ ---------------------------- * Each line represents the amalgamated holdings in an entity if the Group has holdings in more than one share class in the same company.
TOP 10 INVESTMENTS IN SECURITIES AS AT 30 JUNE 2013
30 Jun 2013 Investment * Cost Market Unrealised Value profit / (loss) GBP GBP GBP Base Resources Limited 3,267,138 3,195,273 (71,865) Endeavour Mining Corp 6,825,087 1,596,857 (5,228,230) Nevsun Resources Limited 1,922,035 1,518,005 (404,030) ETFS Palladium 1,624,643 1,490,416 (134,227) Detour Gold Corp 4,031,861 1,436,851 (2,595,010) Uranium Participation Corp 1,469,266 1,410,051 (59,215) Guyana Goldfields Inc 3,496,264 1,278,219 (2,218,044) ETFS Platinum 1,585,539 1,384,542 (200,997) iShares Silver Trust 1,549,997 1,126,714 (423,283) SPDR Gold Shares 1,226,189 964,269 (261,920) 26,998,018 15,401,196 (11,596,821) ------------------- ------------------------- ---------------------------- * Each line represents the amalgamated holdings in an entity if the Group has holdings in more than one share class in the same company.
ADVISORS & CONTACT INFORMATION
Key Information
Exchange
Ticker
Listing Date
Fiscal Year End
Base Currency
ISIN
SEDOL
Country of Incorporation
Management and Administration
Registered Office
Altus Resource Capital Limited
P.O. Box 156, Frances House
Sir William Place
St Peter Port
Guernsey, GY1 4EU
Investment Manager
Altus Capital Limited
14 Station Road
Didcot
Oxfordshire, OX11 7LL
Placing and Corporate and Shareholder Advisory Agent
Nimrod Capital LLP
3 St Helen's Place
London, EC3A 6AB
Custodian
Royal Bank of Canada (Channel Islands) Limited
Canada Court
Upland Road
St Peter Port
Guernsey, GY1 3BQ
Specialist Fund Market of the LSE/ CISE
ARCL/ ARC
30 June 2009 / 22 December 2009
30 June
GBP
GG00B54BPN15
B54BPN1
Guernsey - Registration number 50318
Secretary and Administrator
JTC (Guernsey) Limited
P.O. Box 156, Frances House
Sir William Place
St Peter Port
Guernsey, GY1 4EU
Registrar
Anson Registrars Limited
PO Box 426, Anson House
Havilland Street
St Peter Port
Guernsey, GY1 3WX
Auditor
Deloitte LLP
Regency Court
Glategny Esplanade
St Peter Port
Guernsey, GY1 3HW
Board of Directors
Nick Falla (Chairman)
Robert Milroy
David Gelber
David Netherway
This information is provided by RNS
The company news service from the London Stock Exchange
END
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