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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Oryx International Growth Fund Ltd | LSE:OIG | London | Ordinary Share | GG00B3BTVQ94 | ORD 50P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -30.00 | -2.50% | 1,170.00 | 1,130.00 | 1,210.00 | 1,180.00 | 1,160.00 | 1,180.00 | 8,332 | 16:35:09 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Unit Inv Tr, Closed-end Mgmt | -10M | -12.98M | -0.9269 | -12.51 | 162.4M |
From Apr 2019 to Apr 2024
TIDMOIG
RNS Number : 9289T
Oryx International Growth Fund Ld
23 July 2020
23 JULY 2020
FOR IMMEDIATE RELEASE
RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A., GUERNSEY BRANCH FINAL RESULTS ANNOUNCEMENT
THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED ANNOUNCE FINAL RESULTS FOR THE YEARED 31 MARCH 2020
A copy of the Company's Annual Report and Financial Statements will be available via the following link:
www.oryxinternationalgrowthfund.co.uk
STRATEGIC REPORT
COMPANY OVERVIEW
Key Figures
Hot Features
Premium
(GBP in millions, except per share data) At 31 March At 31 March
2020 2019
Net Asset Value ("NAV") attributable to
shareholders
- Ordinary Shares 124.87 133.33
Investments 117.27 125.65
Cash and cash equivalents 7.74 7.93
Net Asset Value per share attributable
to shareholders
- Ordinary Shares 8.80 9.39
Share Price 6.70 7.68
Discount to Net Asset Value (23.86)% (18.21)%
(Loss)/Earnings per share (0.60) 0.57
CHAIRMAN'S STATEMENT
The year under review is a year in two parts; the first half saw a substantial rise in NAV while the second was adversely affected by the market maelstrom caused by COVID 19. I am pleased to say that overall the NAV was only down 6.34% on the year ended 31 March 2020 to GBP8.80 per share. In the three months to 30(th) June, we have seen a substantial recovery and in the number announced to the London Stock Exchange on 22 July 2020 the NAV per share has seen a growth of 29.1% to GBP11.68 based on a mid-price basis.
We take note in a recent survey(1) of smaller company funds published by our brokers, Winterflood Securities Limited, Oryx was ranked No 1 over all categories of performance being 1, 3 and 5 years. This is a terrific achievement.
As the investment adviser states below, and is further demonstrated in the review of our top ten holdings, the portfolio is not exposed to the areas of the market that are heavily dependent on the behaviour of the consumer. This, combined with the philosophy of ensuring the companies in which we invest are properly financed, has protected us from the devastation that has permeated some sectors of the stock market. While the outlook remains deeply uncertain, a good proportion of the portfolio is or will be able to take advantage of the changed commercial world.
While the Company did not use the authority to buy back shares during the year, we intend to renew it for a further year at the AGM to assist, if appropriate, in the management of the discount and to enhance shareholder value. In line with our stated policy, the board do not intend to pay a dividend.
In view of the positioning of the portfolio in the market, your board remain confident that the strategy pursued by Harwood Capital Management (Gibraltar) Limited and the team led by Mr Christopher Mills will continue to deliver, over the long term, good returns to the shareholders. The current turbulence in the market makes any kind of prediction uncertain but the recent recovery in the NAV gives us cause for cautious optimism.
Nigel Cayzer
Chairman
23 July 2020
(1) Source: Winterflood Securities, Morningstar, Bloomberg as at 26 June 2020
INVESTMENT ADVISER'S REPORT
It is disappointing that having grown the net asset value at a satisfactory pace in 2019 this was given up in March 2020. Overall, the net asset value fell modestly by 6.34% for the year ended 31 March 2020, although this compares very favourably with the appropriate indices and other quoted UK smaller company investment trusts, some of which recorded falls in excess of 20%.
Quoted equities:
The net asset value was positively impacted by the 39% increase in Ergomed Plc, the 56% appreciation of Renalytix AI Plc and 39% gain in Redcentric Plc. The additions of Circassia Plc and Tribal Group Plc have shown recent growth and should contribute to the portfolio performance in 2020. Finally, Augean Plc performed extremely well in 2019, gaining 43% as management paid the tax liability owed to the HMRC and grew the core business.
The principal disappointments for the year were NAHL Group Plc and Benchmark Plc, which declined 61% and 33% in value respectively as management continue to restructure their operations.
Unquoted equities:
Antler Holdco was the best performer during the period following excellent operating results. On the other hand, Journey Group was revalued downwards as a result of the loss of a major customer.
Outlook:
Your Company entered the market meltdown with no debt and a reasonable level of liquidity. So far, the net asset value of the Company has recovered well since the March 2020 low. In particular, some of our life sciences companies have seen large speculative rises in April 2020 and these have largely now been sold. The COVID -19 virus has created severe volatility and markets are in our opinion likely to be tested further as corporate profits come under severe stress over the balance of the year.
Many, arguably too many, equity valuations are based on the notion of normalized profitability. We believe this is a dangerous concept. In our view the economy, weighed down by massive government debt and further debt incurred by corporations as they find their survival, will not bounce back to normalcy in the short term. Indeed, it is also possible that consumer expenditure will also be constrained as individuals curtail spending as they remain fearful for the economy and the possibility of a recurrence of COVID-19 with the attendant loss of income.
Fortunately, many of the larger holdings in your Company are relatively, but not entirely, immune to the current uncertainty. It has also been our policy to invest in companies with conservative balance sheets, often with no or little debt and significant cash balances. Given these uncertain times, it is not realistic to comment that we expect a year of further progress in the growth of our net asset value, though we are hopeful. We do, however, believe that the underlying value of the businesses we have invested in are solid and when economies finally normalise there is potential for good upside from current levels.
Harwood Capital Management (Gibraltar) Limited
23 July 2020
TEN LARGEST HOLDINGS
As at 31 March 2020 As at 31 March 2019
Holding Cost Fair % of Holding Cost Fair % of
Units Value NAV Units Value NAV
------------------------ ----------- ---------- ----------- ------ ----------- ---------- ----------- ------
Augean Plc 8,500,000 3,447,009 11,560,000 9.26% 8,500,000 3,453,810 8,075,000 6.06%
----------- ---------- ----------- ------ ----------- ---------- ----------- ------
EKF Diagnostics
Holdings Plc 37,963,591 5,035,101 9,490,898 7.60% 37,963,591 4,317,714 11,996,495 9.00%
----------- ---------- ----------- ------ ----------- ---------- ----------- ------
Ergomed Plc 2,286,250 3,916,698 9,145,000 7.32% 4,000,000 6,855,833 6,600,000 4.95%
----------- ---------- ----------- ------ ----------- ---------- ----------- ------
Redcentric Plc 7,875,000 7,351,896 7,796,250 6.24% 7,500,000 7,048,181 5,625,000 4.22%
----------- ---------- ----------- ------ ----------- ---------- ----------- ------
Renalytix AI
Plc 2,780,001 1,392,417 5,838,000 4.68% 2,780,001 2,138,298 3,753,000 2.81%
----------- ---------- ----------- ------ ----------- ---------- ----------- ------
Circassia
Pharmaceuticals
Plc 35,000,000 6,550,000 5,792,500 4.64% - - - -
----------- ---------- ----------- ------ ----------- ---------- ----------- ------
Tribal Group
Plc 10,000,000 6,008,565 5,500,000 4.40% - - - -
----------- ---------- ----------- ------ ----------- ---------- ----------- ------
Gleeson (M.J.)
Group Plc 1,000,000 2,033,867 5,260,000 4.21% 1,000,000 1,959,223 8,040,000 6.03%
----------- ---------- ----------- ------ ----------- ---------- ----------- ------
Hargreaves Services
Plc 2,500,000 8,074,180 4,900,000 3.92% 2,500,000 8,088,872 7,500,000 5.63%
----------- ---------- ----------- ------ ----------- ---------- ----------- ------
Bigblu Broadband
Plc 7,000,001 6,938,808 4,620,000 3.70% 7,000,001 6,946,358 7,700,000 5.78%
----------- ---------- ----------- ------ ----------- ---------- ----------- ------
Augean Plc
Augean is the market leader specializing in hazardous waste management practices, and provides waste management solutions across the United Kingdom. The group is strategically positioned to provide compliance and commercial solutions operated through five business units: Energy & Construction, Radioactive Waste Services, Industry and Infrastructure, Augean Integrated Services and Augean North Sea Services.
The group settled with the HMRC, paying all outstanding and disputed HMRC Landfill tax assessments, totalling GBP40.4m, but continue to challenge its assessments. In normal circumstances solid growth is expected in Augean's key markets and the company is well positioned to deliver strong shareholder returns as cash flow remains robust. The management team have created significant shareholder value during their tenure and should continue to do so.
EKF Diagnostics Holdings Plc
EKF Diagnostics is a global integrated market leader in medical diagnostics, offering a large range of haemoglobin and diabetes analysers. It focuses on diagnostics for the Point of Care market, demonstrating a way to make blood and anaemia screening more accessible and affordable. The business also has a clinical laboratory division where its liquid reagents can be used widely in analysers found in hospital laboratories.
The company has been unaffected by the Covid-19 outbreak and has recently entered into a contract manufacturing agreement to aid Covid-19 testing in the US, with an initial order of $1m expected to grow significantly in the coming months. Net cash of GBP14.3m provides substantial cover for any cash outlays, including the 1p dividend that remains on track to be delivered.
Ergomed Plc
Ergomed provides specialized services to the pharmaceutical industry, which include clinical development and trial management for drug development companies. The Company undertakes all facets of clinical trial management, from Phase I to Phase IV, on behalf of their clients. The group has continued to cut costs while continuing its path to leadership positions in the attractive Prime Vigilance and orphan drug development markets and have a strong order book of GBP124m to underpin growth in 2020.
The company has seen no material impact from the Covid-19 outbreak so far and Prime Vigilance demand is expected to be largely unaffected in the medium term. Net cash of GBP14.3m and new credit facility of GBP30m provide ample liquidity for the business to move forward.
Redcentric Plc
Redcentric is a leading UK IT managed services business that provides IT and cloud services to meet its customer and client's needs. The group benefits from an established reputation as an end to end managed service provider delivering innovative technology to improve business productivity and efficiency.
The company is implementing a strategic review by cutting the cost base, consolidating property and systems from its legacy businesses throughout a challenging business environment. The operating model has been transformed to migrate more customers to the cloud. The business has over 90% recurring revenue and 50% of the non-recurring revenue in the healthcare sector, insulating it well against COVID-19 related demand uncertainty. The company is generating GBP10m of FCF and will continue to reduce its net debt position down from GBP13.5m. As an essential business provider, Redcentric is able to manage and maintain its operations in the coming months.
Renalytix AI Plc
Renalytix AI plc was spun out of EKF Diagnostics in 2018. The company manufactures artificial intelligence-enabled diagnostics for kidney disease, serving patients on a global scale. The company has a strong management team and is supported by the Icahn School of Medicine at Mt Sinai Hospital in New York.
The company recently announced a Provider Network agreement with Three Rivers Provider Network, the largest proprietary provider organisation in the US, with access to over 100m lives. This deal provides a valuable network of payers and patients that can accelerate coverage discussions and payment for the $950 KidneyIntelX test. This an extremely significant development for the business and will drive substantial long term value creation for shareholders in 2020.
Circassia Pharmaceuticals Plc
Circassia is a commercial-stage specialty pharmaceutical company focused on respiratory diseases. Its core NIOX product provides a diagnostic FeNO test in asthma. The company is targeting GBP6.7m of cost savings in 2020 and intends to expand into new territories and leverage its commercial infrastructure to broaden its products range.
Ian Johnson has been installed as the group's Executive Chairman and has taken immediate steps to streamline the business. After a strategic review, the board terminated the development and commercialization agreement with AstraZeneca for the Turdoza and Duaklir products. This transforms Circassia into pure diagnostics company centred on its NIOX platform and removes the outstanding debt and accrued interest of $150m it had owed to AstraZeneca. The measures taken by the board to remove the debt burden and consolidate the business are extremely positive. The company has no debt and cash balances of approximately GBP10m.
Tribal Group Plc
Tribal Group is a provider of technology products and services to the education, learning and training markets in the UK and overseas. It is active in administrative functions in three fields: student management services, professional services & analytics and quality assurance.
The company has a strong market position and its installed base in SIS will help it navigate through a difficult 2020 outlook. Management have taken the necessary steps to shore up the balance sheet by suspending the progressive dividend, adding GBP2.5m to the balance sheet after closing 2019 with GBP16.5m of net cash. Though revenues were less than anticipated due to timing issues, management have significant visibility on future flows going into 2020 and have taken significant cost out of the business, creating a healthy profit margin. The company has settled its royalties dispute, paying GBP9m to settle historical liabilities.
Gleeson (M.J.) Group Plc
Gleeson Group operates two divisions, Gleeson Homes and Gleeson Strategic Land. Gleeson Homes continues to show a strong increase in revenues from previous years, driven by robust demand for affordable housing among the group's core northern customer base. Gleeson Strategic Land has sold three sites and has an additional four being processed for sale after a temporary delay during the General Election.
James Thomson has stepped in as CEO and continues the group's momentum with delivering increased revenues, profits, cash and margins as management puts in place the infrastructure to deliver its 2,000-homes a year target by 2022. The company has prudently raised GBP16.4m in the midst of the COVID-19 crisis to ensure the business is well placed to rapidly meet pent-up demand from first time buyers when restrictions are lifted. The company has cash on hand of GBP83m, leaving it with ample capacity to handle its GBP3.1m a month cash burn.
Hargreaves Services Plc
Hargreaves Services aims to deliver returns in three key asset classes: energy, infrastructure and the property sector. The business has evolved from a traditional model of industrial services and logistics to incorporate renewable energy, civil engineering, land restoration and remediation. The Company has developed a pipeline of opportunities with a land bank of 18,000 acres across the UK, which will have a mixed-use purpose of residential, commercial property and industrial use.
The company has taken steps to preserve cash by deferring its dividend and minimising discretionary expenditure. Net debt holds at GBP25m against borrowing facilities of GBP50m and a strong asset backing of GBP130m. The business saw margin improvement in 2019 as lower margin legacy contracts wound down and central costs were brought down. The management team are confident of positive growth returning once the COVID-19 crisis retreats to the rear-view mirror.
Bigblu Broadband Plc
Bigblu Broadband, formerly "Satellite Solutions Worldwide", operates as a leading global telecommunication offering very fast broadband to rural communities, which traditional broadband providers cannot deliver. The company has established a strong position as an alternative and rural broadband provider across multiple geographies using satellite, fixed, wireless and 4G/5G technologies.
The group is becoming the principal alternative broadband provider in Australia and Europe. There is significant upside to come through a combination of organic growth, strategic well-placed acquisitions and joint venture partnerships agreements. Recent figures show the business capturing 60% of new satellite customers in Australia and likely similar numbers in Europe. The company has also entered into Greece, Hungary and Poland in the last 12 months, which will provide additional uplift to the underlying business. The group's subsidiary Quickline recently announced that it will lead a GBP6m project to boost rural connectivity in North Yorkshire using Government funding, reinforcing Bigblu's reputation as an innovative provider in delivering superfast rural broadband.
INVESTMENT SCHEDULE
as at 31 March 2020
Holding Fair Value Proportion
Units of Net Assets
GBP %
LISTED INVESTMENTS
Great Britain - Equities (83.80%,
2019: 84.32%)
1Spatial Plc 6,500,000 1,300,000 1.04
Arden Partners Plc 600,000 18,000 0.01
Arena Events Group Plc 15,000,000 1,350,000 1.08
Assetco Plc 1,050,000 3,150,000 2.52
Augean Plc 8,500,000 11,560,000 9.26
Avingtrans Plc 1,650,000 3,465,000 2.77
Benchmark Holdings Plc 9,000,000 2,340,000 1.87
Bigblu Broadband Plc 7,000,000 4,620,000 3.70
Blackbird Plc 1,400,000 147,000 0.12
Bonhill Group Plc 220,000 13,200 0.01
Castleton Technology Plc 1,000,000 650,000 0.52
Catalyst Media Group Plc 3,125,000 1,562,500 1.25
Centaur Media Plc 7,665,000 1,686,300 1.35
Circassia Pharmaceuticals Plc 35,000,000 5,792,500 4.64
EKF Diagnostics Holdings Plc 37,963,591 9,490,898 7.60
Ergomed Plc 2,286,250 9,145,000 7.32
Flowtech Fluidpower Plc 1,500,000 801,000 0.64
Fulcrum Utility Services Ltd 12,615,000 2,018,400 1.62
Hargreaves Services Plc 2,500,000 4,900,000 3.92
Helios Underwriting Plc 200,000 200,000 0.16
Hml Holdings Plc 6,750,000 1,687,500 1.35
Infrastrata Plc 100,000,000 210,000 0.17
Gleeson (M.J.) Group Plc 1,000,000 5,260,000 4.21
Nahl Group Plc 4,750,000 1,862,000 1.49
Omega Diagnostics Group Plc 13,500,000 978,750 0.78
Orchard Funding Group Plc 750,000 562,500 0.45
Photo-Me International Plc 1,000,000 391,000 0.31
Redcentric Plc 7,875,000 7,796,250 6.24
Renalytix Ai Plc 2,780,000 5,838,000 4.68
Share Plc 1,500,000 420,000 0.34
Sportech Plc 10,000,000 1,405,000 1.13
Stobart Group Ltd 6,000,000 2,844,000 2.28
Sureserve Group Plc 10,200,000 3,876,000 3.10
Tekmar Group Plc 750,000 675,000 0.54
The Fulham Shore Plc 750,000 33,750 0.03
Totally Plc 3,000,000 345,000 0.28
Tribal Group Plc 10,000,000 5,500,000 4.40
Yourgene Health Plc 5,000,000 775,000 0.62
104,669,548 83.80
British Virgin Islands - Equities (2.22%, 2019:
2.12%)
Minds + Machines Group Limited 50,450,000 2,774,750 2.22
2,774,750 2.22
USA - Equities (0.76%, 2019: 0.60%)
Maxcyte Inc 85,000 106,250 0.09
Water Intelligence Plc 120,000 324,000 0.26
Spectra Systems Corp 450,000 517,500 0.41
947,750 0.76
Total listed investments 108,392,048 86.78
------------------------------------- ------------------------ -------------------------- --------------------
UNLISTED INVESTMENTS
Great Britain - Debt (2.12%, 2019:
1.90%)
Sherwood Holdings Limited
Loan Notes 10,381,688 882,443 0.71
Loan 523,857 523,857 0.42
Hamsard Limited
Loan Notes 557,424 493,265 0.40
Loan 836,136 739,897 0.59
-------------------------------------- ------------- -------------------- ---------------------
2,639,462 2.12
Great Britain - Equities (2.65%,
2019: 2.21%)
365 Agile Group Plc 305,210 - -
Antler Holdco Limited 5,853 2,584,802 2.07
Celsis Group Limited 7,129 - -
IPT Group Limited 112,498 - -
Hamsard Limited 6,440 5,698 0.00
Sherwood Holdings Limited 8,333,333 - -
Sinav Limited 437,033 176,227 0.14
Tradewise Group of Companies Limited 1,094,528 547,264 0.44
3,313,992 2.65
Great Britain - Limited Partnership Interest
(0.56%, 2019: 0.47%)
BDB1 LLP 1,258 - -
Viking Investments 2 LP 630,118 693,130 0.56
-------------------------------------- ------------- -------------------- ---------------------
693,130 0.56
USA - Equities (0.56%, 2019: 0.60
%)
Jaguar Holdings Limited 665,761 697,992 0.56
697,992 0.56
USA - Debt (1.23%, 2019: 0.00%)
Jaguar Holdings Limited 665,761 1,530,213 1.23
-------------------------------------- ------------- -------------------- ---------------------
1,530,213 1.23
Total unlisted investments 8,874,788 7.11
-------------------------------------- ------------- -------------------- ---------------------
Total investments 117,266,836 93.91
Cash 7,743,607 6.20
Other net current liabilities (138,007) (0.11)
Total net assets 124,872,436 100.00
-------------------------------------- ------------- -------------------- ---------------------
Refer to Note 15 for further information on Segment Information.
Principal Activities and Business Review
The principal activity of the Company is to carry out business as an investment company. The Directors do not envisage any changes in this activity for the foreseeable future.
Structure
The Company is a Guernsey Authorised Closed-Ended Collective Investment Scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended, and the Authorised Closed Ended Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission. It was incorporated and registered with limited liability in Guernsey on 2 December 1994, with registration number 28917. The Company has a premium listing on the Main Market of the London Stock Exchange.
Purpose
The purpose of the Company is to generate above-market returns, as measured against the appropriate index, over the medium and long term through investment in small and medium size companies.
Investment Policy
The Company principally invests in small and mid-size quoted and unquoted companies in the United Kingdom and United States. The Investment Manager targets companies that have fundamentally strong business models but where there may be specific factors which are constraining the maximisation or realisation of shareholder value, which may be realised through the pursuit of an activist shareholder agenda by the Investment Manager. Dividend income is a secondary consideration when making investment decisions.
Achieving the Investment Policy
The investment approach of the Investment Manager is characterised by a rigorous focus on research and financial analysis of potential investee companies so that a thorough understanding of their business models is gained prior to investment. Comprehensive due diligence, including one or more meetings with management, as well as site visits, are standard procedures before shares are acquired.
Typically the portfolio will comprise of 40 to 60 holdings (but without restricting the Company from holding a more or less concentrated portfolio in the future).
The Company may invest in derivatives, financial instruments, money market instruments and currencies solely for the purpose of efficient portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the Company's investments, including any technique or instrument used to provide protection against exchange and credit risks).
The Investment Manager expects that the Company's assets will normally be fully invested. During periods in which changes in economic conditions or other factors so warrant, the Company may reduce its exposure to securities and increase its position in cash and money market instruments.
A detailed description of the key risk controls employed by the Investment Manager is disclosed in Note 16 of the financial statements. An analysis of the Company's portfolio is disclosed above including a description of the ten largest equity investments. At the year end the Company's portfolio consisted of 58 holdings (2019: 56 holdings). The top 10 holdings represented 55.97% (2019: 50.68%) of total net assets.
The Board is responsible for determining the gearing strategy for the Company. Gearing is used selectively to leverage the Company's portfolio in order to enhance returns where, and to the extent this is considered appropriate, to do so. Borrowings are short term and particular care is taken to ensure that any bank covenants permit maximum flexibility of the investment policy. The Company does not currently have any borrowings.
The Company may only make material changes to its investment policy with the approval of shareholders (in the form of an ordinary resolution).
Investment Restrictions
The Company has adopted the following policies:
(a) it will not invest in securities carrying unlimited liability;
(b) short selling for the purpose of efficient portfolio management will be permitted provided that the aggregate value of the securities subject to a contract for sale that has not been settled and which are not owned by the Company shall not exceed 20 percent of the Net Asset Value. In addition, the Company may engage in uncollateralised stock lending on normal commercial terms with counterparties whose ordinary business includes uncollateralised stock lending provided that the aggregate exposure of the Company to any single counterparty shall not exceed 20 percent of the Net Asset Value;
(c) it will not take legal or management control of investments in its portfolio;
(d) it will not buy or sell commodities or commodity contracts or real estate or interests in real estate although it may purchase and sell securities which are secured by real estate or commodities and securities of companies which invest in or deal in real estate commodities;
(e) it will not invest or lend more than 20 percent of its assets in securities of any one company or single issuer;
(f) it will not invest more than 35 percent of its assets in securities not listed or quoted on any recognised stock exchange;
(g) it will not invest in any company where the investment would result in the Company holding more than 10 percent of the issued share capital of that company or any class of that share capital, unless that company constitutes a trading company (for the purposes or the relevant United Kingdom legislation) in which case the company may not make any investment that would result in it holding 50 percent or more of the issued share capital of that company or of any class of that share capital;
(h) it will not invest more than 5 percent of its assets in units of unit trusts or shares or other forms of participation in managed open-ended investment vehicles;
(i) the Company may use options, foreign exchange transactions on the forward market, futures and contracts for differences for the purpose of efficient portfolio management provided that:
(1) in the case of options, this is done on a covered basis;
(2) in the case of futures and forward foreign exchange transactions, the face value of all such contracts does not exceed 100 percent of the Net Asset Value of the Company; or
(3) in the case of contracts for difference (including stock index future or options) the face value of all such contracts does not exceed 100 percent of Net Asset Value of the Company.
None of these restrictions, however, require the realisation of any assets of the Company where any restriction is breached as a result of an event outside the control of the Investment Manager which occurs after the investment is made, but no further relevant assets may be acquired by the Company until the relevant restriction can again be complied with. In the event of any breach of these investment restrictions, the Board will as soon as practicable make an announcement on a Regulatory Information Service and subsequently write to shareholders if appropriate; and
(j) the Company will ensure gearing does not exceed 20% of net assets.
Principal and Emerging Risks and Uncertainties
The Directors confirm that they have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency, or liquidity.
The Board is responsible for the Company's system of internal controls and for reviewing its effectiveness. The Board also monitors the investment limits and restrictions set out in the Company's investment objective and policy.
The principal and emerging risks that have been identified and the steps taken by the Board to mitigate these are as follows:
Principal risk Mitigating factor
------------------------------------- -------------------------------------------
Investment activity and performance
------------------------------------- -------------------------------------------
An inappropriate investment strategy The Investment Manager operates
may result in under performance in accordance with the investment
against the Company's objectives. limits and restrictions policy determined
The Board manages these risks by the Board. The Directors review
by ensuring a diversification the limits and restrictions on a
of investments. regular basis and the Administrator
monitors adherence to the limits
and restrictions every month and
notifies the Board of any breach.
The Investment Manager provides
the Board with management information
including performance data and reports,
and the Stockbroker provides shareholder
analysis. The Directors monitor
the implementation and results of
the investment process with the
Investment Manager at each Board
meeting and monitor risk factors
in respect of the portfolio. Investment
strategy is reviewed regularly.
Level of discount or premium
------------------------------------- -------------------------------------------
A discount or premium to NAV While the Directors may seek to
can occur for a variety of reasons, mitigate any discount to NAV per
including market conditions or Share through share buybacks, there
to the extent investors undervalue can be no guarantee that they will
the management activities of do so and the Directors accept no
the Investment Manager or discount responsibility for any failure of
their valuation methodology and any such strategy to effect a reduction
judgement. in any discount or premium.
Market price risk
------------------------------------- -------------------------------------------
The fair value or future cash The Directors review and agree policies
flows of a financial instrument for managing these risks. The policies
held by the Company may fluctuate have remained substantially unchanged
because of changes in market during the year under review. The
prices. This market risk comprises Investment Manager assesses the
currency risk, interest rate exposure to market risk when making
risk and other price risk. each investment decision and monitors
the overall level of market price
risk on the investment portfolio
on an ongoing basis.
Emerging risk Mitigating factor
------------------------------------- -------------------------------------------
COVID-19
------------------------------------- -------------------------------------------
The COVID-19 pandemic has caused The Directors believe that the pandemic
unprecedented disruption to the will persist for the duration of
world economy and the UK is no this year and well into the next.
exception. Significant uncertainty A significant u-shaped recession
exists with regards to the depth will not end before a vaccine or
and length of the recession it an effective treatment is discovered,
may cause. tested, approved and made available
on a sufficiently large scale. The
Directors, however, are confident
that the world will come out of
this pandemic and economic activity
will resume, albeit with changes
to the "old normal".
The Directors take comfort that
the Company's long held strategy
of having no, or minor, borrowings
and its no-dividend policy will
help it withstand short term cash-flow
pressures and not require it to
sell any material part of its investments
under these adverse conditions.
The Directors are also confident
that the fiscal and monetary policy
initiatives being taken by governments
and central bankers worldwide will
lend support to economic activity
and stock markets. Indeed, the partial
recovery in the markets following
the precipitous drop in March 2020
has been notable.
The Directors also have confidence
in the judgement and expertise of
the Investment Manager to monitor
and adjust, on a prompt basis, the
Company's investment portfolio to
minimize risk and continue to outperform
the market.
Details of how the Board monitors the services provided by the Investment Manager and the Administrator, and the key elements designed to provide effective internal control are explained further in the internal controls section of the Corporate Governance Statement, which is set out below.
Section 172(1) Statement
Although the Company is domiciled in Guernsey, the Board adheres to the UK Corporate Governance Code and acknowledges its duty to comply with section 172(1) of the UK Companies Act 2006 to act in a way that promotes the success of the Company for the benefit of its members as a whole, having regard to (amongst other things and to the extent applicable):
a) the likely consequences of any decision in the long-term; b) the interests of the Company's employees, if any;
c) the need to foster the Company's business relationships with suppliers, customers and others;
d) the impact of the Company's operations on the community and the environment;
e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
f) the need to act fairly as between members of the Company.
Who Why we engage How we engage Outcome
------------------ ------------------ ---------------------------------------------------------- ------------------
Shareholders Shareholders The Company engages Shareholders
provide with Shareholders receive
the necessary by: relevant
capital * Publishing monthly NAV RNS announcements information
for the Company allowing them to
to pursue its make informed
purpose * Publishing the Half Yearly Report and Annual Report decisions
and strategy. about their
investments.
* Through interaction at the AGM
Service providers As an investment The Board receives The Board
company with no formal reports receives
employees, the from its key service appropriate and
Company is providers (the timely advice and
reliant Investment Manager, guidance. The
on its service Administrator, Board's
providers to Broker and Registrar) engagement with
conduct at its quarterly its service
its business. board meetings. providers
There is frequent enables it to
informal interaction help
with the Investment facilitate the
Manager outside effective running
of Board meetings. of the Company.
The wider The Company In making investment With every
community recognises decisions, the successful
and environment the benefits to Company, through investment comes
the greater good its Investment profit to the
that will come Advisor, identifies shareholders,
from all small and medium greater
companies sized business employment
being good social enterprises that for the community
citizens. have the potential at large, and
to grow their business growth
but lack the necessary in the innovative
funding or management small and medium
expertise. business sector
of the economy.
Such innovations
have included
advanced
and new products
in the key
healthcare
and medical
equipment
industries.
Management, Administration and Custody Arrangements
On 1 October 2019, the Alternative Investment Fund Management Agreement, dated 22 July 2014, was restated and amended. The Alternative Investment Fund Management Restated and Amended Agreement (the "Restated Agreement"), dated 1 October 2019, appointed Harwood Capital Management (Gibraltar) Limited as the Company Investment Manager and Adviser, replacing Harwood Capital LLP with effect from 1 October 2019. The principal contents of the Investment Management Agreement are disclosed in Note 4 to these financial statements. The Management Agreement continues unless terminated by either party on not less than twelve months' notice, in writing or may be terminated forthwith as a result of a material breach of the agreement or the insolvency of either party. No compensation is payable on termination of the Agreement. The Board reviews the performance of the Investment Manager, who carries out the investment decisions for and on behalf of the Company.
In the opinion of the Directors, the continued appointment of the current Investment Manager on the terms agreed is in the interests of the Company's shareholders as a whole. The Investment Manager has wide experience in managing and administering investment companies.
On 1 October 2019, the Alternative Investment Fund Management Agreement, dated 22 July 2014, was restated and amended. The Alternative Investment Fund Management Restated and Amended Agreement (the "Restated Agreement"), dated 1 October 2019, appointed Harwood Capital Management (Gibraltar) Limited as the Company's Investment Manager and Adviser, replacing Harwood Capital LLP with effect from 1 October 2019. Under the Restated Agreement, no changes were made to the basis for determining the management fee and supplementary management fee.
Harwood Capital Management (Gibraltar) Limited is an authorised manager by the Gibraltar Financial Services Commission as a small scheme funds to manage Alternative Investment Funds under the Alternative Investment Managers Regulations 2013.
Refer to Note 4 for further details on the remuneration of the Investment Manager and the Investment Adviser.
Administration, Custodian and Company Secretarial Services are provided to the Company by BNP Paribas Securities Services S.C.A., Guernsey Branch.
Registrar services are provided by Link Market Services (Guernsey) Limited.
Related Parties
The Investment Adviser and Directors are considered related parties. Please refer to Note 18 of the Financial Statements for further detail.
Financial Review
At 31 March 2020, the net assets of the Company were GBP124,872,436 (2019: GBP133,325,898). The Net Asset Value per Ordinary Share was GBP8.80 (2019: GBP9.39). Details on the net asset value and basic and diluted loss/earnings per Ordinary Share are under Note 14 of the Financial Statements.
Dividend Policy
To the extent that any dividends are paid they will be paid in accordance with any applicable laws and regulations of the UK Listing Rules and the requirements of the Companies (Guernsey) Law, 2008 (as amended). The Directors do not propose payment of a dividend for the year ended 31 March 2020 (2019: Nil).
Performance Measurement and Key Performance Indicators
In order to measure the success of the Company in meeting its objectives and to evaluate the performance of the Investment Manager, the Directors take into account the following performance indicators:
-- Returns and NAV - The Board reviews at each meeting the performance of the portfolio as well as the NAV and share price of the Company.
For and on behalf of the Board
Nigel Cayzer
Chairman
23 July 2020
DIRECTORS' REPORT
The Directors present their report and the financial statements of the Company for the year ended 31 March 2020.
Share Capital
The Company's issued share capital as at 31 March 2020 consisted of 14,192,125 Ordinary Shares of 50p nominal value each. All shares hold equal rights with no restrictions and no shares carry special rights with regard to the control of the Company.
During the year ended 31 March 2020 and up to the date of approval of these financial statements the Company has not purchased any Ordinary Shares for cancellation.
Buybacks
At the Annual General Meeting ("AGM") of the Company held in August 2019, the Directors were granted the general authority to purchase in the market up to 10% of the Ordinary Shares of each class in issue (as at 28 August 2019). This authority will expire at the forthcoming AGM. The Directors intend to seek annual renewal of this authority from the shareholders.
Pursuant to this authority, and subject to the Companies (Guernsey) Law, 2008 and the discretion of the Directors, the Company may purchase Ordinary Shares of a particular class in the market on an ongoing basis with a view to addressing any imbalance between the supply of and demand for Ordinary Shares of such class, thereby increasing the Net Asset Value per Ordinary Share of that class and assisting in controlling the discount to Net Asset Value per Ordinary Share of that class in relation to the price at which the Ordinary Shares of such class may be trading.
Notifications of Shareholdings
As at 31 March 2020, the Company had been notified in accordance with Chapter 5 of the Disclosure Guidance and Transparency Rules (which covers the acquisition and disposal of major shareholdings and voting rights), of the following shareholders that had an interest of greater than 5% in the Company's issued share capital.
Number of Shares Percentage of total
voting rights (%)
------------------------- ----------------- --------------------
Harwood Capital LLP (1) 7,372,500 51.95%
Between 1 April 2020 and approval date of the financial statements, no additional notifications were received.
(1) Harwood Capital LLP as Investment Manager of North Atlantic Smaller Companies Investment Trust plc ("NASCIT") made the notification of shareholding. However the 7,372,500 shares are held by NASCIT.
Life of the Company
The Company does not have a fixed life. However, under Article 51 of the Articles of Incorporation, the Directors shall give due notice of and propose or cause to be proposed a special resolution that the Company be wound up at the AGM of the Company every two years from 2011 onwards. Notices were tabled at the 2011, 2013, 2015, 2017 and 2019 AGMs, and in each case were not carried. This was in line with the Board's recommendation to shareholders to vote against these resolutions. The next notice will be given in the 2021 AGM documents, where the Board will recommend that shareholders vote against this resolution.
Going Concern
The Directors have considered the Company's investment objective and risk management policy, its assets and the expected income and return from its investments while factoring in the current economic conditions caused by the outbreak of COVID-19. The Directors are of the opinion that the Company is able to meet its liabilities and ongoing expenses as they fall due and they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors have a reasonable expectation that the special resolution outlined in Article 51 of the Articles of Incorporation and under "Life of the Company" will not be passed at the AGM in 2021. Accordingly, these financial statements have been prepared on a going concern basis and the Directors believe it is appropriate to continue to adopt this basis for a period of at least 12 months from the date of approval of these financial statements.
Viability Statement
At least once a year the Directors are required to carry out a robust assessment of the principal and emerging risks and make a statement which explains how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, taking into account the Company's current position and principal and emerging risks. The principal and emerging risks faced by the Company are described above.
The prospects of the Company are driven by its investment strategy, objectives and policy as summarised above, and also by the conditions in the markets in which the Company invests and the financial market in general.
In assessing the prospects of the Company, the Directors have, in addition to taking into account the principal and emerging risks facing the Company, taken into account the Company's current position, which has included a process encompassing an examination of:
(i) the Investment Manager's view of the market conditions, including the potential impact of COVID-19 and investment opportunities in the market to which the Company is exposed, taking into consideration the financial markets generally;
(ii) the liquidity and prospects of the underlying positions of the Company; (iii) the extent to which the Company directly or indirectly uses gearing; and (iv) the liquidity of the companies in which the Company invests.
Based on the results of their assessment process, the Directors have concluded that a period of three years from the Statement of Financial Position date is an appropriate period over which to assess the prospects of the Company. Three years is deemed an appropriate time period given the expected holding period needed to realize the Company's investment thesis from individual investments, the general economic outlook, and the time needed for realization of contingencies or claims. Consideration was also given to the absence of bank borrowings as well as the Company being a closed end investment company. Based on this, combined with the level of cash held and listed investment holdings, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due within this period of assessment. This three year time period assumes that the special resolution outlined in Article 51 of the Articles of Incorporation, and under "Life of the Company" is not passed at the AGM in 2021.
Disclosure of Information to Auditors
The Directors who were members of the Board at the time of approving this Report are listed below.
Each of those Directors confirms that:
-- to the best of his knowledge and belief, there is no information relevant to the preparation of their report of which the Auditor is unaware; and
-- he has taken all steps a Director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Company's Auditor is aware of that information.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from its operations for the year to 31 March 2020 (2019: none), nor does it have responsibility for any other emissions producing sources.
For and on behalf of the Board
Nigel Cayzer
Chairman
23 July 2020
CORPORATE GOVERNANCE REPORT
Applicable Corporate Governance Codes
The Board has considered how the principles and provisions of The UK Corporate Governance Code 2018 ("the Code"), which became effective for accounting periods beginning on or after 1 January 2019, have been applied by the Company and has reported against this Code (and the associated FRC Guidance on Audit Committees) for the first time this year. A copy of the Code can be found at www.frc.org.uk.
The Guernsey Financial Services Commission ("GFSC") have stated in the "Finance Sector Code of Corporate Governance" ("GFSC Code") that companies which report against the UK Corporate Governance Code are deemed to meet the GFSC Code, and need take no further action.
Corporate Governance Statement
The Company has complied with the recommendations of the Code, except as set out below and elsewhere in the Corporate Governance Report.
The Chairman should not remain in post beyond nine years from the date of their first appointment to the board.
The Chairman of the Board has been the Chairman continuously since the Company was founded 25 years ago. The shareholders have given the Chairman their approval for his re-election at every Annual General Meeting held since the Company's formation and always with a high percentage of the shareholders voting in favour of his re-election. Furthermore, the Directors have very high regard for the Chairman's integrity, professionalism, and business expertise. These considerations, combined with the excellent performance of the Company over the past 25 years, are key in the overwhelming support the Chairman has from shareholders and Directors to continue in his role.
Remuneration Committee
The Board has not deemed it necessary to appoint a Remuneration Committee as, being comprised of a majority of independent Directors; the whole Board considers these matters on an ongoing basis.
Executive directors' remuneration
As the Board has no executive directors, it is not required to comply with the principles of the Code in respect of executive directors' remuneration. Directors' fees are detailed in the Directors' Remuneration Report .
Internal audit function
As the Company delegates to third parties its day-to-day operations and has no employees, the Board has determined that there is no requirement for an internal audit function. The Directors review annually whether a function equivalent to an internal audit is needed and will continue to monitor its systems of internal controls in order to provide assurance that they operate as intended.
The Company complies with the corporate governance statement requirements pursuant to the FCA's Disclosure Guidance and Transparency Rules by virtue of the information included in the Corporate Governance section of the Annual Report together with information contained in the Strategic Report and the Directors' Report.
As the Company does not have any employees, the Board or Audit Committee have not established arrangements by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters.
Directors
Nigel Cayzer (Chairman)
British
Nigel Cayzer is Chairman of Aberdeen Asian Smaller Companies Investment Trust PLC. He is also a director of a number of private companies. He has been Chairman or a director of a number of Investment Companies and was Chairman of Maggie's, a leading cancer charity, from 2005 until 2014.
Sidney Cabessa
French
Sidney Cabessa is also a director of Club-Sagem and Mercator/Nature et découvertes. He was Chairman of CIC Finance, an Investment Fund and a subsidiary of French banking group, CIC - Credit Mutuel and was previously a Director of other investment companies. He has previously been Senior Adviser with Rothschild and Co (2012 to 2017); and is now Senior Adviser at Essling Capital. He is also a director of Harwood Capital Management Limited.
Walid Chatila
Canadian
Walid Chatila is a retired Certified Public Accountant (Texas 1984) and a Certified Professional Accountant (Ontario 1991). His career includes international audit and special assignment experience mostly in financial services in the Middle East and North America from 1983 to 1993. A resident of Abu Dhabi, United Arab Emirates, since 1993, he was the Finance Director of Emirates Holdings from 1994 to 2006, and between 2006 and 2011, he assumed the role of General Manager of Al Nowais Investment LLC. He was also the General Manager of Arab Development Establishment until June 2017.
Rupert Evans
British
Rupert Evans is a Guernsey Advocate and was a partner in the firm of Ozannes between 1982 and 2003, since then he has been a consultant to Ozannes (now Mourant Ozannes). He is a non-executive director of a number of other investment companies some of which are quoted on recognised stock exchanges. He is a Guernsey resident.
Christopher Mills
British
Christopher Mills is a Partner and the Chief Executive Officer of Harwood Capital LLP. He is also Chief Investment Officer of North Atlantic Smaller Companies Investment Trust plc ("NASCIT"). NASCIT is the winner of numerous Micropal and S&P Investment Trust awards. In addition, he is a non-executive director of numerous UK companies which are either currently, or have in the past five years been, publicly quoted.
John Grace
New Zealander
John Grace is actively involved in the management of several global businesses including asset management, financial services, and real estate. He is a Director and Founder of Sterling Grace International Ltd. Sterling Grace and its affiliates manage investments for high net-worth investors, institutions and investment partnerships. The Company is active in global money management, financial services, private equity and real estate investments. He is also Chairman of Trustees Executors Holdings Ltd, owner of the premier and oldest New Zealand trust company established in 1882. It is the market leader in the corporate trust business. Its clients include government divisions, corporations and banks. The Company is active in wholesale financial services including trust accounting, securities custody and mutual fund registry. It is also actively engaged in the personal trust business. He graduated from Georgetown University. He has served as a director of numerous public companies and charities. He currently supports genetic research and education initiatives in science at the University of Lausanne, EPFL École polytechnique fédérale de Lausanne and CERN, the European Organization for Nuclear Research.
John Radziwill
British
John Radziwill is currently a director of StoneX Group Inc. (known as INTL FCStone Inc. up to 5 July 2020), Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth Street Capital Ltd and Netsurion Ltd. In the past ten years, he also served as a director of Acquisitor Plc and Acquisitor Holdings (Bermuda) Ltd, Air Express International Corp., Radix Ventures Inc, Baltimore Capital Plc, Lionheart Group Inc, USA Micro Cap Value Co Ltd and Radix Organisation Inc. Mr Radziwill is a member of the Bar of England and Wales.
Our Governance Framework
Chairman Nigel Cayzer Responsibilities: The leadership, operation and governance of the Board, ensuring effectiveness, and setting the agenda for the Board. -------------------------------------------------------------------------------------- The Board Members of Oryx International Growth Fund Limited: Nigel Cayzer (Chairman), Sidney Cabessa, Walid Chatila, Rupert Evans, John Grace, Christopher Mills and John Radziwill. The Board members, except for Christopher Mills who is a Partner of the Investment Manager and Sidney Cabessa who is a Director of Harwood Capital Management Limited, are all independent Directors. Additionally, the Board members are all non-executive Directors. Responsibilities: Overall conduct of the Company's business and setting the Company's strategy. More details below. --------------------------------------------------------------------------------------
Nomination Committee Audit Committee Members: Members: Nigel Cayzer (Chairman) Walid Chatila (Chairman) Sidney Cabessa Rupert Evans Walid Chatila John Radziwill Rupert Evans Responsibilities: John Grace The provision of effective governance John Radziwill over the appropriateness of the Responsibilities: Company's financial reporting including To ensure the Board comprises individuals the adequacy of related disclosures, with the necessary skills, knowledge the performance of the external and experience to ensure that the auditors, and the management of Board is effective in discharging the Company's systems of internal its responsibilities and oversight financial and operating controls of all matters relating to corporate and business risks. governance. More details below. More details below. ------------------------------------------- -----------------------------------------
Board Independence and Composition
The Board
The Board is comprised of five independent non-executive Directors including the Chairman Nigel Cayzer and two non-independent Directors, Christopher Mills who is an employee of the Investment Manager and Sidney Cabessa who is a Director of Harwood Capital Management Limited. The biographical details of the Directors holding office at the date of this report are listed above, and demonstrate a breadth of investment, accounting and professional experience. The Board does not consider it necessary to appoint a Senior Independent Director, as it is considered that all the Directors have different qualities and areas of expertise on which they may lead where issues arise and to whom concerns can be conveyed. The performance of the Company is considered in detail at each board meeting. An evaluation of Directors' performance, their independence and the work of the Board as a whole and its committees is reviewed annually by the Nominations Committee. The Directors also review the Chairman's performance, without the Chairman present. The Board considers that independence is not compromised by the length of tenure and that it has the appropriate balance of skills, experience, ages and length of service in the circumstances. The majority of the Board is considered to be independent.
The Investment Manager takes decisions as to the purchase and sale of individual investments. The Directors have access to the advice and services of the Company Secretary through its appointed representatives who are responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Directors are able to have access to independent professional advice at the Company's expense if they judge it necessary to discharge their responsibilities as directors. To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information.
The Company Secretary, BNP Paribas Securities Services S.C.A., Guernsey Branch through its representative, acts as Secretary to the Board and Committees and in doing so it:
-- assists the Chairman in ensuring that all Directors have full and timely access to all relevant documentation;
-- organises induction of new Directors; and
-- is responsible for ensuring that the correct Board procedures are followed and advises the Board on corporate governance matters.
The culture and values of the Board
The Board is comprised of seven directors from four different nationalities and with diverse backgrounds and skill sets in key areas including investment, business management, accountancy, finance and law. The culture of the Board is to discuss all matters in an open and professional manner. All members of the board have proven competence and a history of success in their business ventures and careers. All are well regarded in their communities and all acknowledge the responsibility placed on them and the need to be ethical, professional and assertive in executing their duties.
Directors' Appointment and Re-election
Director Date of Appointment ------------------ -------------------- Nigel Cayzer 3 December 1994 Sidney Cabessa 3 June 2003 Walid Chatila 27 September 2005 Rupert Evans 3 December 1994 John Grace 8 March 2011 Christopher Mills 3 December 1994 John Radziwill 1 May 2007 ------------------ --------------------
No Director has a service contract with the Company. Any Director may resign in writing to the Board at any time.
In accordance with the Code, all directors seek annual re-election to the Board at the AGM.
The Board continues to believe that Mr Cayzer, Mr Chatila, Mr Evans, Mr Radziwill and Mr Grace are independent and that all Directors standing for re-election make an effective and valuable contribution to the Board and that the Company should support their re-election.
Responsibilities
The Board meets at least four times each year and deals with the important aspects of the Company's affairs including the setting and monitoring of investment strategy, and the review of investment performance. The Investment Manager takes decisions as to the purchase and sale of individual investments, in line with the investment policy and strategy set by the Board. The Investment Manager together with the Company Secretary also ensures that all Directors receive, in a timely manner, all relevant management, regulatory and financial information relating to the Company and its portfolio of investments. A representative of the Investment Manager attends each quarterly Board meeting, enabling Directors to question any matters of concern or seek clarification on certain issues. Matters specifically reserved for decision by the full Board have been defined and a procedure adopted for Directors in the furtherance of their duties to take independent professional advice at the expense of the Company.
Tenure
The Board has adopted a policy on tenure that is considered appropriate for an investment company. The Board does not believe that length of service, by itself, leads to a closer relationship with the Investment Manager or necessarily affects a Director's independence. The Board's tenure and succession policy seeks to ensure that the Board is well-balanced and will be refreshed from time to time by the appointment of new Directors with the skills and experience necessary to replace those lost by Directors' retirements. Directors must be able to demonstrate their commitment to the Company. The Board seeks to encompass relevant past and current experience of various areas relevant to the Company's business.
Relationship with the Investment Manager and the Administrator
The Board has delegated various duties to external parties including the management of the investment portfolio, the custodian services (including the safeguarding of assets), the registration services and the day-to-day company secretarial, administration and accounting services.
The Board receives and considers reports regularly from the Investment Manager and ad hoc reports and information are supplied to the Board as required. The Investment Manager takes decisions as to the purchase and sale of individual investments. The Investment Manager and Administrator also ensure that all Directors receive, in a timely manner, all relevant management, regulatory and financial information. Representatives of the Investment Manager and Administrator attend each Board meeting enabling the Directors to probe further on matters of concern. A formal schedule of matters specifically reserved for decision by the full Board has been defined and a procedure adopted for Directors. The Directors have access to the advice and service of the corporate Company Secretary through its appointed representative who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.
Shareholder Engagement
Communications with shareholders
The Board believes that the maintenance of good relations with shareholders is important for the long-term prospects of the Company. Where appropriate the Chairman, and other Directors are available for discussion about governance and strategy with major shareholders and the Chairman ensures communication of shareholders' views to the Board. The Board receives feedback on the views of shareholders from the Investment Manager and Broker.
The Board believes that the AGM provides an appropriate forum for investors to communicate with the Board, and encourages participation. The AGM will be attended by at least one Director. Details of proxy votes received in respect of each resolution will be made available to shareholders at the meeting and will be posted on the Company's website following the meeting.
The Annual and Half-year Reports are available to all shareholders. The Board considers the format of the annual and interim reports so as to ensure they are useful to all shareholders and others taking an interest in the Company. In accordance with best practice, the Annual Report, including the Notice of the AGM, will be sent to shareholders at least 20 working days before the meeting.
Institutional Investors - use of voting rights
The Investment Manager, in the absence of explicit instructions from the Board, are empowered to exercise discretion in the use of the Company's voting rights in respect of investments and then to report to the Board, where appropriate, regarding decisions taken. The Board has considered whether it was appropriate to adopt a voting policy and an investment policy with regard to social, ethical and environmental issues and concluded that it was not appropriate to change the existing arrangements.
2020 Annual General Meeting
The AGM will be held in Guernsey on 28 August 2020 at 10:00 BST. The notice for the AGM set out in the Shareholder Circular accompanying this Annual Report sets out the ordinary and special resolutions to be proposed at the meeting. Separate resolutions are proposed for each substantive issue.
Conflict of Interests
Directors are required to disclose all actual and potential conflicts of interest to the Board as they arise for consideration and the Board may impose restrictions or refuse to authorise conflicts if deemed appropriate. The Directors have undertaken to notify the Company Secretary as soon as they become aware of any new potential conflicts of interest that would need to be approved by the Board. Only Directors who have no material interest in the matter being considered will be able to participate in the Board approval process.
It has also been agreed that the Directors will advise the Chairman and the Company Secretary in advance of any proposed external appointment. None of the Directors, except Christopher Mills, had a material interest in any contract, which is significant to the Company's business. Note 18 provides further details on the material interests of Christopher Mills. The Directors' Remuneration Report provides information on the remuneration and interests of the Directors.
Performance evaluation
The Board has adopted a formal annual evaluation of its own performance and that of its Committees and individual Directors. The last evaluation took place in 2020 and was led by the Chairman. The Chairman was not involved in the evaluation of his own performance.
The evaluation is conducted utilising a questionnaire. The Board has developed criteria for use at the evaluation, which focuses on the individual contribution to the Board and its Committees made by each Director and the Chairman, each Director's independence and the responsibilities, composition and agenda of the Committees and of the Board itself. A review of Board composition and balance, including succession planning for appointments to the Board, is included as part of the annual performance evaluation. The non-executive Directors also meet without the Chairman present to appraise his performance.
During the annual Board evaluation in 2020, it was concluded that all Directors with the exception of Messer's Mills and Cabessa were independent. It was confirmed that the Chairman and all Directors felt well prepared and able to participate fully at Board meetings, with a good understanding of the markets and investments of the Company. It was agreed that all relevant topics were fully discussed at effective Board meetings, with the Board having a good range of competencies and skills.
The Board will continue to review its procedures, its effectiveness and development in the year ahead.
Induction/Information and Professional Development
Directors are provided, on a regular basis, with key information on the Company's policies, regulatory requirements and its internal controls. Regulatory and legislative changes affecting Directors' responsibilities are advised to the Board as they arise, along with changes to best practice from, amongst others, the Company Secretary and the Auditor. Advisers to the Company also prepare reports for the Board from time to time on relevant topics and issues.
When a new Director is appointed to the Board, they will be provided with all relevant information regarding the Company and their respective duties and responsibilities as a Director. In addition, a new Director will also spend time with representatives of the Investment Manager in order to learn more about their processes and procedures.
Independent Advice
The Board recognises that there may be occasions when one or more of the Directors feels it is necessary to take independent legal advice at the Company's expense. A procedure has been adopted to enable them to do so, which is managed by the Company Secretary.
Directors' Indemnity
To the extent permitted by Guernsey law, the Company's Articles of Incorporation provide an indemnity for the Directors against any liability except such (if any) as they shall incur by or through their own breach of trust, breach of duty or negligence.
During the year the Company has maintained insurance cover for its Directors and Officers under a Directors' and Officers' liability insurance policy.
Board Meetings
The Board meets at least quarterly. Certain matters are considered at all Board meetings including the performance of the investments, NAV and share price and associated matters such as asset allocation and investor relations. Consideration is also given to administration and corporate governance matters, and where applicable, reports are received from the Board committees.
Directors unable to attend a Board meeting are provided with the Board papers and can discuss issues arising in the meeting with the Chairman or another non-executive Director.
Attendance at scheduled meetings of the Board and its committees in the 2019/20 financial year
Board Audit Nomination Committee
Committee
-------------------- ------ ----------- ---------------------
Number of meetings
during the year 4 4 2
-------------------- ------ ----------- ---------------------
Nigel Cayzer 4 - 2
Sidney Cabessa 3 - 2
Walid Chatila 4 4 2
Rupert Evans 4 4 2
Christopher Mills 4 - -
John Grace 4 - 1
John Radziwill 4 4 2
-------------------- ------ ----------- ---------------------
Board Committees
The Board has established a Nomination and an Audit Committee with defined terms of reference and duties. Further details of these committees can be found below. The terms of reference for each committee can be found on the Company's website www.oryxinternationalgrowthfund.co.uk
Nomination Committee
Membership:
Nigel Cayzer - Chairman (Independent non-executive Director)
Sidney Cabessa (Non-executive Director)
Walid Chatila (Independent non-executive Director)
Rupert Evans (Independent non-executive Director)
John Grace (Independent non-executive Director)
John Radziwill (Independent non-executive Director)
The Board believes it is appropriate for the Company Chairman to also be Chairman of the Nomination Committee as he is an independent non-executive Director.
Key Objectives
To evaluate the effectiveness of the Board and its Committees and to evaluate the balance of skills, knowledge and experience on the Board and the division of responsibilities between the Board and the Investment Manager. The Nomination Committee also meets as and when appropriate to replace Directors who retire from the Board, leading the process for Board appointments and making recommendations to the Board.
Responsibilities
-- Regularly reviews and makes recommendations in relation to the structure, size and composition of the board including the diversity and balance of skills, knowledge and experience, and the independence of the non-executive Directors;
-- Oversees the performance evaluation of the Board, its committees and individual Directors; -- Reviews the tenure of each of the non-executive Directors;
-- Leads the process for identifying and making recommendations to the Board regarding candidates for appointment as Directors, giving full consideration to succession planning and the leadership needs of the Company;
-- Makes recommendations to the Board on the composition of the Board's committees; and
-- Is responsible for the oversight of all matters relating to corporate governance, bringing any issues to the attention of the Board.
Nomination Committee Meetings
Only members of the Nomination Committee have the right to attend Committee meetings. Representatives of the Investment Manager and Administrator are invited by the Nomination Committee to attend meetings as and when appropriate. In the event of matters arising concerning an individual's membership of the Board, they would absent themselves from the meeting as required and another independent non-executive Director would take the Chair, if this applied to the Committee Chairman.
Main Activities during the Year
The Committee met to consider and review the results of the annual Board evaluation and considered that the balance of experience, skills, independence and knowledge of the Company was appropriate.
There is a formal, rigorous and transparent procedure for the appointment of new Directors. Candidates are identified and selected on merit against objective criteria and with due regard to the benefits of diversity on the Board.
The Board continues to focus on encouraging diversity of business skills and experience, recognising that Directors with diverse skills sets, capabilities and experience gained from different backgrounds enhance the Board. The Board considers that its members have a balance of skills and experience which are relevant to the Company. The Board believes in the value and importance of diversity in the boardroom but it does not consider it appropriate or in the interests of the Company and its shareholders to set prescriptive targets for gender or nationality on the Board.
Nigel Cayzer
On behalf of the Nomination Committee
23 July 2020
AUDIT COMMITTEE REPORT
Audit Committee
Membership:
Walid Chatila - Chairman (Independent non-executive Director)
Rupert Evans (Independent non-executive Director)
John Radziwill (Independent non-executive Director)
Key Objectives
The provision of effective governance over the appropriateness of the Company's financial reporting including the adequacy of related disclosures, the performance of the external auditors, and the management of the Company's systems of internal financial and operating controls and business risks.
Responsibilities
-- Reviewing the Company's internal financial controls;
-- Reviewing the Company's financial results announcements, financial statements and monitoring compliance with relevant statutory and listing requirements;
-- Reporting to the Board on the appropriateness of the Company's accounting policies and practices including critical accounting policies and practices;
-- Advising the Board on whether the Audit Committee believes the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance;
-- Overseeing the relationship with the external auditor;
-- Considering the financial and other implications on the independence of the auditor arising from any non-audit services provided by the auditors; and
-- Compile a report on its activities to be included in the Company's annual report.
The Committee members have a wide range of financial and commercial expertise necessary to fulfil the Committee's duties.
Audit Committee Meetings
The Committee meets at least three times a year. Only members of the Audit Committee have the right to attend Audit Committee meetings. Representatives of the Investment Manager and Administrator will be invited to attend Audit Committee meetings on a regular basis and other non-members may be invited to attend all or part of the meeting as and when appropriate and necessary. The Company's external auditor, KPMG Channel Islands Limited ("KPMG" or the "Auditor"), is also invited whenever it is appropriate. The Committee is also able to meet separately with KPMG without the Investment Manager being present.
Main Activities during the Year
The Committee assists the Board in carrying out its responsibilities in relation to financial reporting requirements, risk management and the assessment of internal financial and operating controls. It also manages the Company's relationship with the external auditor. Meetings of the Committee generally take place prior to a Company Board meeting. The Committee reports to the Board, as part of a separate agenda item, on the activity of the Committee and matters of particular relevance to the Board in the conduct of their work.
The Committee advises the Board on whether it believes the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy. The Committee's terms of reference can be found on the Company's website www.oryxinternationalgrowthfund.co.uk.
At its meetings during the year, the Committee focused on:
Financial Reporting
The primary role of the Committee in relation to financial reporting is to review in conjunction with the Investment Manager and the Administrator the appropriateness of the half-year and the audited annual financial statements concentrating on, amongst other matters:
-- The quality and acceptability of accounting policies and practices;
-- The clarity of the disclosures and compliance with financial reporting standards and relevant financial and governance reporting requirements;
-- Material areas in which significant judgements have been applied or there has been discussion with the external auditor;
-- Whether the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy; and -- Any correspondence from regulators in relation to the quality of our financial reporting.
To aid its review, the Committee considers reports from the Investment Manager, Administrator and also reports from the external auditor on the outcome of their annual audit.
Significant Accounting Matters
In relation to the annual report and financial statements for the year ended 31 March 2020, the following significant issues were considered by the Audit Committee:
Significant How Addressed
Area
Valuation The Board periodically receive a report from the Investment
of Investments Manager on the valuation of the portfolio and on the
assumptions used in valuing the unlisted assets in the
portfolio. The Board regularly analyses the investment
portfolio of the Company in terms of investment mix,
fair value hierarchy and valuation. The Board has held
discussions with the Investment Manager with regards
to the methodology used in valuing the unlisted assets
in the portfolio. The Board has considered the risk
due to COVID-19 in detail as part of its periodic viability
and risk assessments. The Board has also considered
the auditor's approach to assess the valuation of the
Company's investments and discussed with KPMG, their
approach to testing the appropriateness and robustness
of the valuation methodology applied by the Investment
Manager to the Company's portfolio. The members of the
Audit Committee had a meeting with KPMG, where the audit
findings were reported. KPMG did not report any significant
differences between the valuations used by the Company
and the work performed during their testing process.
Based on their above review and analysis the Board confirmed
that they are satisfied with the valuation of the investments.
Internal Controls
The Board is responsible for the Company's system of internal control and for reviewing its effectiveness, which was in place up to the date the financial statements were signed. The Board has delegated the responsibility of regularly reviewing the effectiveness of the systems of internal controls in place to the Audit Committee. The Audit Committee believes that the key risks identified and implementation of the system to monitor, and manage those risks, are appropriate to the Company's business as an investment company.
The ongoing risk assessment includes the monitoring of the financial, operational and compliance risks as well as an evaluation of the scope and quality of the system of internal control adopted by the third party service providers. The Audit Committee regularly reviews the delegated services to ensure their continued competitiveness and effectiveness. The system is designed to ensure regular communication of the results of monitoring by the third parties to the Board and the incidence of any significant control failings or weaknesses that have been identified and the extent to which they have resulted in unforeseen outcomes or contingences that may have a material impact on the Company's performance or operations. The Audit Committee believes that, although robust, the Company's system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives.
The Committee is responsible overall for the Company's system of internal financial and operating controls and for reviewing its effectiveness. Such a system, however, is designed to manage rather than eliminate risks of failure to achieve the Company's business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board receives each year a report from the Administrator on its internal controls which includes a report from the Administrator's auditors on the control policies and procedures in operation.
The Investment Manager has established an internal control framework to provide reasonable but not absolute assurance on the effectiveness of the internal controls operated on behalf of its clients. The effectiveness of the internal controls is assessed by the Investment Manager's compliance and risk department on an ongoing basis.
In respect of the Company's system of internal controls and reviewing its effectiveness, the Directors are satisfied that a robust assessment of the principal and emerging risks facing the Company has been carried out (as outlined above) and that having reviewed the effectiveness of the risk management and internal control systems including material financial, operational and compliance controls (including those relating to the financial reporting process) no significant failings or weaknesses were identified.
External Audit
The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle. The Committee received a detailed audit plan from KPMG identifying their assessment of the significant audit risks. For the 2020 financial year the significant audit risks identified were the valuation of unlisted investments and fraud risk, resulting from management override of controls. The significant risks were tracked through the year and the Committee reviewed the procedures performed by the auditors to test management override of controls and in addition the audit work undertaken in respect of valuations of unlisted investments. The Committee assess the effectiveness of the audit process in addressing these matters through the reporting received from KPMG in relation to the year-end. In addition, the Committee seeks feedback from the Investment Manager and the Administrator on the effectiveness of the audit process. For the 2020 financial year, the Committee was satisfied that there had been appropriate focus and challenge on the significant and other key areas of audit risk and assessed the quality of the audit process to be good.
Independence
The Committee considers the independence of the external auditor on an annual basis. In its assessment of the independence of the external auditors, the Committee receives details of any relationships between the Company and KPMG that may have a bearing on their independence and receives confirmation that the external auditor is independent of the Company.
Tender
KPMG are in their 10(th) year as the Company's external auditor. The Audit Committee has recommended that the audit be put out to tender after the finalisation of the 2020 Annual Report and Financial Statements. The Company will therefore obtain proposals from a range of potential appointees and consider changing the auditor on completion of the current audit cycle. An update on the conclusion of the audit tender process will be included within the half-yearly financial report. Accordingly, the Board will request shareholder approval for the Board to have discretion to appoint the auditor for the 2021 audit and determine their remuneration.
Non Audit Services
The external auditor and the Directors have agreed a policy for non-audit services. All non-audit services are prohibited.
Auditor's Remuneration
The Committee approved the fees for audit services for 2019/20 after a review of the level and nature of work to be performed, and after being satisfied by KPMG that the fees were appropriate for the scope of the work required. The external auditor was remunerated GBP60,600 for their services rendered in 2019/20. This entire amount relates to the year-end audit.
Committee Evaluation
The Committee's activities formed part of the Board evaluation performed in the year. Details of this process can be found under "Performance evaluation".
Walid Chatila
On behalf of the Audit Committee
23 July 2020
DIRECTORS' REMUNERATION REPORT
The Directors' remuneration for the year is as follows:
Director Year Ended 31 March 2020 Year Ended 31 March 2019
GBP GBP
------------------- ------------------------- -------------------------
Nigel Cayzer 27,500 27,500
Sidney Cabessa 20,000 20,000
Walid Chatila 25,000 25,000
Rupert Evans 20,000 20,000
Christopher Mills 20,000 20,000
John Grace 20,000 20,000
John Radziwill 20,000 20,000
------------------- ------------------------- -------------------------
Remuneration Policy
The determination of the Directors' fees is a matter dealt with by the Board. The Board has not sought the advice or services by any outside person in respect of its consideration of the Directors' remuneration, although the Directors reviewed the fees paid to the Boards of Directors of similar investment companies during 2016 and revised the remuneration of the Chairmen and Directors in 2017. No Director is involved in decisions relating to their own remuneration.
No Director has a service contract with the Company and Directors' appointments may be terminated at any time by one month's written notice with no compensation payable at termination.
The Company's policy is for the Directors to be remunerated in the form of fees, payable quarterly in arrears. No Director has any entitlement to a pension, and the Company has not awarded any share options or long-term performance incentives to any of the Directors. No element of the Directors' remuneration is performance related. Directors are authorised to claim reasonable expenses from the Company in relation to the performance of their duties.
The Company's policy is that the fees payable to the Directors should reflect the time spent by the Board on the Company's affairs and the responsibilities borne by the Directors and should be sufficient to enable high calibre candidates to be recruited. During the year 2019/20, the policy was for the Chairmen of the Board and the Audit Committee to be paid higher fees than the other Directors in recognition of their more onerous role and more time spent. The Board may amend the level of remuneration paid within the limits of the Company's Articles of Incorporation.
Service Contracts and Policy on Payment of Loss of Office
Directors are appointed with the expectation that they are initially appointed until the following AGM when, it is required that they be re-elected by shareholders. Directors will initially serve for a period of three years, and will stand for re-election every three years. In accordance with the Code, Directors who have served for more than nine years as non-executive directors will retire annually and seek re-election to the Board. Directors or members of the Investment Manager are subject to annual election, in accordance with Listing Rule 15.2.13A.
The names and biographies of the Directors holding office at the date of this report are listed in the Annual Report above.
Directors' Interests
The Company has not set any requirements or guidelines for Directors to own shares in the Company. The beneficial interests of the Directors and their connected persons in the Company's shares are shown in the table below:
31 March 2020 31 March 2019
Ordinary Shares Ordinary Shares
------------------- ----------------- -----------------
Christopher Mills 350,000 350,000
John Grace * 130,000 130,000
346,607 346,607
------------------- ----------------- -----------------
* John Grace holds a beneficial interest of 130,000 Ordinary Shares. Mr Grace is also a member of a class of beneficiaries which holds an interest in 346,607 Ordinary Shares.
Christopher Mills is a Partner and Chief Executive Officer of Harwood Capital LLP and a director of Harwood Capital Management (Gibraltar) Limited, the Company's Investment Manager and Investment Adviser. Harwood Capital Management (Gibraltar) Limited is entitled to fees as detailed in Notes 4 and 5 of the Financial Statements. Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company.
No fees were paid or are payable to Harwood Capital Management Limited where Sidney Cabessa is a director.
Other than fees payable in the ordinary course of business, there have been no material transactions with these related parties.
Annual Report on Remuneration
Other than as shown above, no other remuneration or compensation was paid or payable by the Company during the year to any of the Directors, other than travel expenses of GBP14,560 (2019: GBP36,856).
Advisers to the Remunerations Committee
The Board has not sought the advice or services by any outside person in respect of its consideration of the Directors' remuneration.
Nigel Cayzer
On behalf of the Board
23 July 2020
Statement of directors' responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law they are required to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the EU and applicable law.
Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing these financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently; -- make judgements and estimates that are reasonable, relevant and reliable;
-- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
-- assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
-- use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies (Guernsey) Law, 2008. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the Annual Report and financial statements
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
-- the Annual Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal and emerging risks and uncertainties that they face.
We consider the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
By order of the Board
Walid Chatila Rupert Evans Director Director
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF ORYX INTERNATIONAL GROWTH FUND LIMITED
Our opinion is unmodified
We have audited the financial statements of Oryx International Growth Fund Limited (the "Company"), which comprise the statement of financial position as at 31 March 2020, the statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information.
In our opinion, the accompanying financial statements:
- give a true and fair view of the financial position of the Company as at 31 March 2020, and of the Company's financial performance and cash flows for the year then ended;
- are prepared in accordance with International Financial Reporting Standards as adopted by the EU; and
- comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including FRC Ethical Standards, as applied to listed entities. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Key audit matter: our assessment of the risks of material misstatement
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In arriving at our audit opinion above, the key audit matter was as follows (unchanged from 2019):
Valuation of listed Basis: Our audit procedures included:
and unlisted investments As at 31 March 2020 Controls evaluation:
(together "the Investments") 94% (2019: 94%) of the We assessed the design and
designated at fair Company's net assets implementation of controls
value through profit comprised of Investments. over the valuation of Investments.
or loss The Company's holdings
GBP117,266,836; in listed investments Challenging managements'
(2019: GBP125,645,171) (representing 87% of assumptions and inputs including
Refer to the Audit net assets by value) use of KPMG valuation specialists:
Committee Report, are measured at fair For listed investments, we
note 2(b) (use of value based on quoted used our KPMG valuation specialist
estimates and judgments), bid prices. to independently price all
note 2(d) (financial The Company's holdings holdings to a third party
assets), note 10 in unlisted investments pricing source.
(Investments at (representing 7% of
fair value through net assets by value) For material unlisted investments,
profit and loss) are measured at fair we assessed and challenged
and note 17 (fair value based on the International the Investment Manager's
value hierarchy) Private Equity and Venture key assumptions used in preparing
Capital (IPEV) valuation the valuations. In particular,
guidelines. The primary we focused on the appropriateness
measurement techniques of the valuation basis selected
employed at 31 March as well as the underlying
2020 were earnings multiples assumptions, such as earnings,
and observable price. comparable company multiples
Risk: and observable price. We
The valuation of the compared key underlying financial
Company's Investments data inputs to external sources,
is considered a significant investee company audited
area of our audit given accounts and management information
that it represents the where available.
majority of the net For the remaining unlisted
assets of the Company investments we performed
and in view of the significance sensitivity analysis to key
of estimates and judgments, valuation inputs used to
including the impact assess the likelihood of
of COVID-19 thereon, material misstatement.
that may be involved
in the determination Assessing disclosures:
of the fair value of We also considered the Company's
unlisted investments. disclosures (see note 2(b))
in relation to the use of
estimates and judgments regarding
the fair value of Investments
and the Company's investment
valuation policies adopted
and fair value disclosures
in note 2(d), note 10 (Investments
at fair value through profit
and loss) and note 17 for
compliance with IFRS as adopted
by the EU.
=============================== =================================== ======================================
Our application of materiality and an overview of the scope of our audit
Materiality for the financial statements as a whole was set at GBP2.5 million, determined with reference to a benchmark of net assets of GBP124.9 million, of which it represents approximately 2% (2019: 3%).
We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding GBP125,000, in addition to other identified misstatements that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality level specified above, which has informed our identification of significant risks of material misstatement and the associated audit procedures performed in those areas as detailed above.
We have nothing to report on going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period").
In our evaluation of the directors' conclusions, we considered the inherent risks to the Company's activities including where relevant the impact of the COVID-19 pandemic and the requirements of the applicable financial reporting framework. We analysed how those risks might affect the Company's financial resources or ability to continue operations over the going concern period, including challenging the underlying data and key assumptions used to make the assessment, and evaluated the directors' plans for future actions in relation to their going concern assessment.
Based on this work, we are required to report to you if we have anything material to add or draw attention to in relation to the directors' statement in note 2(a) to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Company's use of that basis for a period of at least twelve months from the date of approval of the financial statements. We have nothing to report in these respects.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Disclosures of emerging and principal risks and longer term viability
Based on the knowledge we acquired during our financial statements audit, we have nothing material to add or draw attention to in relation to:
-- the directors' confirmation within the Viability Statement that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity;
-- the Principal and Emerging Risks and Uncertainties disclosures describing these risks and explaining how they are being managed or mitigated;
-- the directors' explanation in the Viability Statement as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
Corporate governance disclosures
We are required to report to you if:
-- we have identified material inconsistencies between the knowledge we acquired during our financial statements audit and the directors' statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy; or
-- the section of the annual report describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee.
We are required to report to you if the Corporate Governance Statement does not properly disclose a departure from the provisions of the UK Corporate Governance Code specified by the Listing Rules for our review.
We have nothing to report to you in these respects.
We have nothing to report on other matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:
-- the Company has not kept proper accounting records; or -- the financial statements are not in agreement with the accounting records; or
-- we have not received all the information and explanations, which to the best of our knowledge and belief are necessary for the purpose of our audit.
Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out above, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and restrictions on its use by persons other than the Company's members as a body
This report is made solely to the Company's members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Neale Jehan
For and on behalf of KPMG Channel Islands Limited
Chartered Accountants and Recognised Auditors, Guernsey
23 July 2020
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2020
2020 2019
Notes GBP GBP
------------------------------------------------------------------ ------ -------------- ---------------
Income
Dividends 3 1,855,144 2,998,767
Net realised gains on investments 10 5,040,757 6,912,250
Unrealised (losses)/gains on revaluation of investments 10 (12,776,120) 495,540
Net losses on foreign currency translation (23) (4,596)
---------------------------------------------------------------------- ------ -------------- ---------------
Total income (5,880,242) 10,401,961
---------------------------------------------------------------------- ------ -------------- ---------------
Expenses
Investment management and adviser's fee 4 (1,555,536) (1,379,791)
Directors' fees and expenses 8 (167,060) (189,356)
Legal and professional fees (52,262) (91,761)
Supplementary management fee 5 (300,000) (250,000)
Transaction costs (113,312) (69,905)
Administration fees 7 (143,491) (116,098)
Audit fees (62,483) (53,800)
Custodian fees 6 (32,102) (31,251)
Insurance (5,639) (5,115)
Registrar and transfer agent fees (23,121) (26,819)
Printing costs (35,308) (21,310) Interest and similar expense - (74) Other expenses (72,169) (70,917) ---------------------------------------------------------------------- ------ -------------- --------------- Total expenses (2,562,483) (2,306,197) ---------------------------------------------------------------------- ------ -------------- --------------- Total (loss)/profit for the year before taxation (8,442,725) 8,095,764 ---------------------------------------------------------------------- ------ -------------- --------------- Withholding tax on dividends 9 (10,737) (11,379) (Loss)/profit and total comprehensive (loss)/income for the year (8,453,462) 8,084,385 ---------------------------------------------------------------------- ------ -------------- --------------- (Loss)/earnings per Ordinary Share - basic and diluted 14 (GBP0.60) GBP0.57 ---------------------------------------------------------------------- ------ -------------- ---------------
All items in the above statement are derived from continuing operations.
The accompanying notes form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
as at 31 March 2020
2020 2019
Notes GBP GBP
--------------------------------------------------------------------------- ------ -------------- --------------
Non-current assets
Listed investments at fair value through profit or loss (Cost -
GBP110,366,131 (2019 - GBP99,771,365)) 108,392,048 116,042,185
Unlisted investments at fair value through profit or loss (Cost -
GBP6,208,720 (2019 - GBP12,405,701)) 8,874,788 9,602,986
---------------------------------------------------------------------------- ------ -------------- --------------
10 117,266,836 125,645,171
--------------------------------------------------------------------------- ------ -------------- --------------
Current assets
Cash and cash equivalents 7,743,607 7,934,548
Amounts due from brokers 314,075 -
Dividends receivable 118,500 210,500
Prepayments 9,274 16,633
---------------------------------------------------------------------------- ------ -------------- --------------
8,185,456 8,161,681
--------------------------------------------------------------------------- ------ -------------- --------------
Total assets 125,452,292 133,806,852
---------------------------------------------------------------------------- ------ -------------- --------------
Current liabilities
Other payables and accrued expenses (577,452) (370,787)
Amounts due to brokers (2,404) (110,167)
---------------------------------------------------------------------------- ------ -------------- --------------
(579,856) (480,954)
--------------------------------------------------------------------------- ------ -------------- --------------
Net assets 124,872,436 133,325,898
---------------------------------------------------------------------------- ------ -------------- --------------
Shareholders' equity
Share capital 11 49,789,346 49,789,346
Capital redemption reserve 1,246,500 1,246,500
Other reserves 73,836,590 82,290,052
---------------------------------------------------------------------------- ------ -------------- --------------
Total shareholders' equity 124,872,436 133,325,898
---------------------------------------------------------------------------- ------ -------------- --------------
NAV per Ordinary Share 13,14 GBP8.80 GBP9.39
---------------------------------------------------------------------------- ------ -------------- --------------
The financial statements were approved by the Board of Directors on 23 July 2020 and are signed on its behalf by:
Walid Chatila Rupert Evans Director Director
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2020
Capital redemption
Share capital reserve Other reserves Total
GBP GBP GBP GBP
--------------------- -------------- ------------------- --------------- ------------
Balance at 1 April
2019 49,789,346 1,246,500 82,290,052 133,325,898
Total comprehensive
loss for the year - - (8,453,462) (8,453,462)
---------------------- -------------- ------------------- --------------- ------------
Balance at 31 March
2020 49,789,346 1,246,500 73,836,590 124,872,436
---------------------- -------------- ------------------- --------------- ------------
Capital redemption
Share capital reserve Other reserves Total
GBP GBP GBP GBP
---------------------- -------------- ------------------- --------------- ------------
Balance at 1 April
2018 49,789,346 1,246,500 74,205,667 125,241,513
Total comprehensive
income for the year - - 8,084,385 8,084,385
----------------------- -------------- ------------------- --------------- ------------
Balance at 31 March
2019 49,789,346 1,246,500 82,290,052 133,325,898
----------------------- -------------- ------------------- --------------- ------------
STATEMENT OF CASH FLOWS
for the year ended 31 March 2020
2020 2019
GBP GBP
---------------------------------------- ----------------- ----------------
Cash flows from Operating Activities
(Loss)/profit after taxation
and total comprehensive (loss)/income
for
the year (8,453,462) 8,084,385
Adjustments to reconcile (loss)/profit
after taxation to net cash flows:
-Net realised gains on investments (5,040,757) (6,912,250)
-Unrealised losses/(gains) on
investments 12,776,120 (495,540)
-Net losses on foreign currency
translation 23 4,596
Purchase of financial assets
designated at fair value through
profit or loss(2) (40,366,029)(4) (39,015,646)(4)
Proceeds from sale of financial
assets designated at fair value
through profit or loss(3) 40,587,163(4) 27,549,515(4)
Changes in working capital
Decrease/(increase) in dividends
receivable(1) 92,000 (29,459)
Decrease/(increase) in prepayments 7,359 (2,219)
Increase in other payables and
accrued expenses 206,665 19,489
Net cash outflow from operating
activities (190,918) (10,797,129)
------------------------------------------ ----------------- ----------------
Net decrease in cash and cash
equivalents (190,918) (10,797,129)
Cash and cash equivalents at
beginning of year 7,934,548 18,736,273
Effect of exchange rate fluctuations
on cash and cash equivalents (23) (4,596)
Cash and cash equivalents at
end of year 7,743,607 7,934,548
------------------------------------------ ----------------- ----------------
(1) - For the year ended 31 March 2020, cash received from dividends net withholding taxes was GBP1,936,407 (2019: GBP2,957,928)
(2) - Payables outstanding at 31 March 2020 relating to purchases of financial assets designated at fair value through profit amounted to GBP2,404 (31 March 2019: GBP110,167).
(3) - Receivables outstanding at 31 March 2020 relating to sales of financial assets designated at fair value through profit amounted to GBP314,075 (31 March 2019: GBPNil).
(4) - Purchase and proceeds from sale of financial assets designated at fair value through profit or loss include amounts due to/from brokers.
NOTES TO THE FINANCIAL STATEMENTS
1. General
The Company was registered in Guernsey on 2 December 1994 and commenced activities on 3 March 1995. The Company was listed on the London Stock Exchange on 3 March 1995.
The Company is a Guernsey Authorised Closed-Ended Investment Scheme and is subject to the Authorised Closed-Ended Investment Scheme Rules 2008.
The investment activities of the Company are managed by Harwood Capital Management (Gibraltar) Limited (the "Investment Manager") and the administration of the Company is delegated to BNP Paribas Securities Services S.C.A., Guernsey Branch (the "Administrator").
Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
2. Accounting policies
Basis of preparation
The financial statements of the Company, which give a true and fair view, and comply with the Companies (Guernsey) Law, 2008 (the ;"Law"), have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union ("EU"). This comprises standards and interpretations approved by the International Accounting Standards Board, and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee that remain in effect.
The financial statements have been prepared on the historical cost basis except for the inclusion at fair value of certain financial instruments. The principal accounting policies are set out below.
The Company adopted for the first time IFRS 16 - Leases and IFRIC 23 - Uncertainty over Income Tax Treatments, which became effective on 1 January 2019. As the Company does not participate in leasing arrangements and the Directors have determined that, as at 31 March 2020, the Company has no uncertain tax positions, these standards/interpretations do not have an impact on the Company's financial statements.
Standards, amendments and interpretations issued but not yet effective
There are no new standards, amendments and interpretations which have been issued but are not yet effective and not early adopted, that will affect the Company's financial statements.
a) Going concern
Going concern refers to the assumption that the Company has the resources to continue in operation for the next 12 months from the date of approval of these financial statements. After analysing the following, the Directors believe that it is appropriate to adopt the going concern basis in preparing these financial statements:
-- Working capital - as at 31 March 2020, there was a working capital surplus of GBP7,605,600 (2019: GBP7,680,727). The Directors noted that as at 31 March 2020 (i) the total comprehensive loss for the period from 1 April 2019 to 31 March 2020 was GBP8,453,462 (2019: income of GBP8,084,385) which is mainly due to the impact of COVID-19 that affected the Company during the month of March 2020. However, as noted below, the fair value of the listed investments has recovered post year end and (ii) the Company had no borrowings, as such it has sufficient capital in hand to cover all expenses (which mainly consist of Investment Manager's fees, Administration fees and Professional fees) and to meet all of its obligations as they fall due.
-- Closed-ended Company --- The Company has been authorised by the Guernsey Financial Services Commission as an Authorised Closed-ended Collective Investment Scheme, as such there cannot be any shareholder redemptions, and therefore no cash flows out of the Company in this respect.
-- Investments - The Company has a tradable portfolio, as 86% of the investments are listed and can therefore be readily sold for cash. The fair value of the listed investments has recovered and increased as at 30 April 2020 and 31 May 2020 from 31 March 2020.
Under Article 51 of the Articles of Incorporation, the Directors shall give due notice of and propose or cause to be proposed a special resolution that the Company be wound up at the Annual General Meeting ("AGM") of the Company every two years. The next notice will be given in the 2021 AGM documents (the previous notice was given at the 2019 AGM where the special resolution was not passed) where the Board will recommend that shareholders vote against resolution. The Directors, based on discussions with the Company's most significant shareholder, have a reasonable expectation that the special resolution outlined in Article 51 of the Articles of Incorporation and under "Life of the Company" will not be passed at the AGM in 2021.
Based on the above assessments, the Directors are of the opinion that the Company is able to meet its liabilities as they fall due for payment because it has and is expected to maintain adequate cash resources. Given the nature of the Company's business, the Directors have a reasonable expectation that the Company has adequate financial resources to continue in operational existence for the next 12 months from the date of approval of these financial statements. Accordingly, these financial statements have been prepared on a going concern basis.
b) Use of estimates and judgements
The preparation of financial statements in accordance with IFRS as adopted by the EU requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may vary from these estimates.
Judgement is exercised in terms of whether the price of recent transaction remains the best indicator of fair value for financial instruments at the statement of financial position date.
The Investment Manager reviews sector and market information and the circumstances of the investee company to determine if the valuation adopted at the statement of financial position date remains the best indicator of fair value. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
Information about areas of critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are set out in note 2(d). Information about significant areas of estimation uncertainty that have the most significant effects on the amounts recognised in the financial statements are set out in notes 16 and 17.
c) Dividend income
Dividend income is recognised when the right to receive income is established. This is the ex-dividend date for equity securities. All income is shown gross of any applicable withholding tax.
d) Financial assets
Classification
All investments of the Company are designated as financial assets at fair value through profit or loss. The investments are purchased mainly for their capital growth and the portfolio is managed, and performance evaluated, on a fair value basis in accordance with the Company's documented investment strategy, therefore the Directors consider that this is the most appropriate classification.
Initial recognition
Financial assets are measured initially at fair value being the transaction price. Subsequent to initial recognition on trade date, all assets classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in profit or loss in the Statement of Comprehensive Income. Transaction costs are separately disclosed in profit or loss in the Statement of Comprehensive Income.
Fair value measurement principles
Listed investments have been valued at the bid market price ruling at the reporting date. In the absence of the bid market price, the closing price has been taken, or, in either case, if the market is closed on the financial reporting date, the bid market or closing price on the preceding business day.
Fair value of unlisted investments is derived in accordance with the International Private Equity and Venture Capital (IPEV) valuation guidelines. Their valuation includes all factors that market participants would consider in setting a price. The primary valuation techniques employed to value the unlisted investments are earnings multiples and the net asset basis. Cost (as indicator of initial fair value) is considered appropriate for early stage investments. The relevance of this methodology is eroded over time and in these cases the carrying values will be adjusted to reflect fair value.
For certain of the Company's financial instruments, including cash and cash equivalents, dividends receivable and amounts due from brokers, the carrying amounts approximate fair value due to their immediate or short-term maturity.
Derecognition
Derecognition of financial assets occurs when the rights to receive cash flows from financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.
Fair value hierarchy
Fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions, IFRS 13 - "Fair Value measurement" (IFRS 13), establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets (Level 1) and lowest priority to unobservable inputs (Level 3). The three levels of the value hierarchy are as follows:
Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
Level 2: Inputs reflect quoted prices of similar assets and liabilities in active markets and quoted prices of identical assets and liabilities in markets that are considered to be inactive, as well as inputs other than quoted prices within level 1 that are observable for the asset or liability either directly or indirectly; and
Level 3: Inputs that are unobservable for the asset or liability and reflect the Investment Manager's own assumptions in accordance with the accounting policies disclosed within note 2 to the financial statements.
e) Prepayments, amounts due from brokers and dividends receivable
Prepayments do not carry any interest and are short term in nature and are accordingly stated at their amortised cost.
Amounts due from brokers and dividends receivable are measured at amortised cost and reduced by any lifetime expected credit losses.
f) Cash and cash equivalents
Cash and cash equivalents consist of cash in hand and short term deposits in banks with original maturities of less than three months.
g) Other payables and accrued expenses
Other payables and accrued expenses are non-interest bearing and are stated at their amortised cost.
h) Foreign currency translation
Items included in the Company's financial statements are measured using the currency of the primary economic environment in which it operates (the "functional currency"). This is Pound Sterling which reflects the Company's activity of investing in predominantly Sterling securities. The Company's shares are also issued in Pound Sterling. Foreign currency monetary assets and liabilities have been translated at the exchange rates ruling at the statement of financial position date. Transactions in foreign currency during the period have been translated into Pound Sterling at the spot exchange rate in effect at the date of the transaction. Realised and unrealised gains and losses on currency translation are recognised in profit or loss in the Statement of Comprehensive Income.
i) Realised and unrealised gains and losses
Realised gains and losses arising on the disposal of investments are calculated by reference to the cost attributable to those investments and the sales proceeds, and are included in profit or loss in the Statement of Comprehensive Income. The change in unrealised gains and losses arising on investments held at the financial reporting date are also included in profit or loss in the Statement of Comprehensive Income. The cost of investments partly disposed is determined using the weighted average method.
j) Financial liabilities
Financial liabilities include other payables and accrued expenses, amounts due to brokers and amounts due on redemption of Ordinary Shares which are held at amortised cost using the effective interest rate method. Amounts due to brokers represent payables for investments that have been contracted for but not yet settled or delivered at the year end.
Financial liabilities are recognised initially at fair value, net of transaction costs incurred and are subsequently carried at amortised cost using the effective interest rate method. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.
k) Equity
Share capital represents the nominal value of equity shares and the excess of the paid up capital over the nominal value.
Other reserves and the capital redemption reserve include all current and prior results as disclosed in the Statement of Comprehensive Income. Other reserves also include the deduction for the excess of consideration paid over nominal value on share buybacks.
l) Expenses
Expenses are recognised in profit or loss in the Statement of Comprehensive Income upon utilisation of the service or at the date they are incurred.
m) Segmental reporting
Operating segments are reported in the manner consistent with the internal reporting used by the chief operating decision-maker ('CODM'). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors who makes strategic decisions regarding the investments of the Company. Other than as disclosed in note 15, the CODM does not consider necessary to provide further analysis for the Company.
3. Income
2020 2019
GBP GBP
Dividends 1,855,144 2,998,767
---------- ----------
4. Investment Manager and Adviser's fee
On 1 October 2019, the Alternative Investment Fund Management Agreement, dated 22 July 2014, was restated and amended. The Alternative Investment Fund Management Restated and Amended Agreement (the "Restated Agreement"), dated 1 October 2019, appointed Harwood Capital Management (Gibraltar) Limited as the Company Investment Manager and Adviser, replacing Harwood Capital LLP with effect from 1 October 2019. Under the Restated Agreement, no changes were made to the basis for determining the management fee and supplementary management fee.
The following terms were applicable to Harwood Capital LLP from 1 April 2019 to 30 September 2019 and to Harwood Capital Management (Gibraltar) Limited from 1 October 2019 to 31 March 2020.
The Investment Manager and Investment Adviser, is entitled to an annual fee of 1.25% on the first GBP15 million of the Net Asset Value of the Company, and 1% of any excess, payable monthly in arrears. The agreement can be terminated giving 12 months' notice or immediately should the Investment Manager be placed into receivership or liquidation. The Investment Manager is entitled to all the fees accrued and due up to the date of such termination but is not entitled to compensation in respect of any termination.
The fees incurred for the year ended 31 March 2020 were GBP1,555,536 (2019: GBP1,379,791) and as at the reporting date an amount of GBP390,866 was still payable to the Investment Manager (2019: GBP226,351). This amount is included in other payables and accrued expenses.
5. Supplementary Management fee
During a meeting of the Board of Directors on 12 December 2019, a payment of GBP300,000 (2019: GBP250,000) was recommended by the Chairman in respect of the 2019 supplementary management fee. This was approved by the Board of Directors on 12 December 2019 and paid on 18 December 2019. The supplementary management fee is paid annually in arrears.
6. Custodian fees
BNP Paribas Securities Services S.C.A., Guernsey Branch was appointed as custodian on 1 April 2007 and is entitled to an annual safekeeping fee based upon the value of investments held plus transactions fees, subject to a minimum of GBP4,000 per annum. The fees due for the year ended 31 March 2020 are GBP32,102 (2019: GBP31,251) and as at the reporting date an amount of GBP7,500 was still payable to the custodian (2019: GBP4,774). This amount is included in other payables and accrued expenses.
7. Administration fees
BNP Paribas Securities Services S.C.A., Guernsey Branch was appointed as secretary and administrator on 1 April 2007 and is entitled to an annual fee at a rate of 0.125% on the first GBP20 million, 0.10% on the next GBP20 million and 0.075% of any excess of the total assets, subject to a minimum of GBP50,000 per annum. The fees due for the year ended 31 March 2020 are GBP143,491 (2019: GBP116,098) and as at the reporting date an amount of GBP42,500 (2019: GBP18,617) was still payable to the administrator. This amount is included in other payables and accrued expenses.
8. Directors' fees and expenses
Effective 1 January 2017, each Director is entitled to a fee of GBP20,000 per annum, with the exception of the Chairman who is entitled to a fee of GBP27,500 and the Audit Committee Chairman who is entitled to a fee of GBP25,000. In addition, all Directors are entitled to reimbursement of travel, hotel and other expenses incurred by them in course of their duties relating to the Company. The Directors' fees and expenses due for the year ended 31 March 2020 are GBP167,060 (2019: GBP189,356) and as at 31 March 2020 an amount of GBP38,125 (2019: GBP38,125) was still payable to the Directors. This amount is included in other payables and accrued expenses.
9. Taxation
The Company is eligible for exemption from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. As such, the Company is only liable to pay a fixed annual fee, currently GBP1,200 (2019: GBP1,200). The withholding tax of GBP10,737 (2019: GBP11,379) in the Statement of Comprehensive Income relates to overseas dividends received or receivable and is irrecoverable.
10. Investments at fair value through profit or loss
2020 2019
GBP GBP
Cost at beginning of year 112,177,066 94,414,272
Additions 40,258,266 38,400,059
Disposals (40,901,238) (27,549,515)
Net realised gains on investments 5,040,757 6,912,250
------------- -------------
Cost at end of year 116,574,851 112,177,066
Unrealised gains on investments 691,985 13,468,105
------------- -------------
Fair value at end of the year 117,266,836 125,645,171
------------- -------------
Representing:
2020 2019
GBP GBP
Listed Equities 108,392,048 116,042,185
Unlisted Equities and Debt 8,874,788 9,602,986
------------ ------------
117,266,836 125,645,171
------------ ------------
The net unrealised losses on revaluation of the investment for the year is GBP12,776,120 (2019: GBP495,540 gains), that consists of unrealised losses worth GBP37,592,716 (2019:-18,054,670) and unrealised gains worth GBP24,816,596 (2019:18,550,210).
11. Share capital
Authorised Share capital
Number of Shares GBP
Authorised:
Ordinary Shares of
50p each 90,000,000 45,000,000
----------------- -----------
Ordinary Shares - 1 April 2019 to 31 March 2020
Ordinary Shares of 50p each Number of Shares Share capital
GBP
At 1 April 2019 14,192,125 49,789,346
At 31 March 2020 14,192,125 49,789,346
----------------- --------------
Ordinary Shares - 1 April 2018 to 31 March 2019
Ordinary Shares of 50p each Number of Shares Share capital
GBP
At 1 April 2018 14,192,125 49,789,346
At 31 March 2019 14,192,125 49,789,346
----------------- --------------
Rights attributable to Ordinary Shares
In a winding-up, the holders of Ordinary Shares are entitled to the repayment of the nominal amount paid up on their shares. In addition, they have the right to receive surplus assets available for distribution. The shares confer the right to dividends, and at general meetings, on a poll, confer the right to one vote in respect of each Ordinary Share held.
12. Share buybacks
In accordance with section 315 of the Law, the Company has been granted authority to make one or more market acquisitions (as defined in section 316 of the Law, of Ordinary Shares of 50 pence each in the capital of the Company (the "Ordinary Shares") on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
a) the maximum aggregate number of Ordinary Shares authorised to be acquired does not exceed 10 per cent. of the issued Ordinary Share capital of the Company on the date the shareholders' resolution is passed;
b) the minimum price (exclusive of expenses) payable by the Company for each Ordinary Share is 50 pence and the maximum price payable by the Company for each Ordinary Share is an amount equal to 105 per cent of the average of the middle market quotations for an Ordinary Share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased and that stipulated by Article 5(1) of the Buyback and Stabilisation Regulation being the higher of the price of the last independent trade and the highest current independent bid available in the market;
c) subject to paragraph (d), this authority shall expire (unless previously renewed or revoked) at the earlier of the conclusion of the next annual general meeting of the Company or on the date which is 18 months from the date of the previous shareholders' resolution;
d) notwithstanding paragraph (c), the Company may make a contract to purchase Ordinary Shares under the authority from the shareholders' before its expiry which will or may be executed wholly or partly after the expiry of the authority and may make a purchase of Ordinary Shares in pursuance of any such contract after such expiry; and
e) the price payable for any Ordinary Shares so purchased may be paid by the Company to the fullest extent permitted by the Law.
A renewal of the authority to make purchases of the Company's own Ordinary Shares will be sought from existing shareholders at each annual general meeting of the Company. Between 1 April 2019 and 31 March 2020, the Company carried out no share buybacks.
13. Reconciliation of net asset value to published net asset value
2020 2019
GBP GBP per GBP GBP per
share share
Published net asset value 128,446,303 9.05 135,880,966 9.57
Unrealised loss on revaluation
of investments at bid / mid-price (3,573,867) (0.25) (2,546,871) (0.18)
Adjustment - accrued expenses - - (8,197) (0.00)
------------- -------- ------------- --------
Net asset value attributable
to shareholders 124,872,436 8.80 133,325,898 9.39
------------- -------- ------------- --------
14. Loss/earnings per Ordinary Share and net asset value per Ordinary Share
The calculation of basic loss/earnings per share for the Ordinary Share is based on net loss GBP8,453,462 (2019: income of GBP8,084,385) and the weighted average number of shares in issue during the year of 14,192,125 shares (2019: 14,192,125 shares). At 31 March 2020 there was no difference in the diluted earnings per share calculation for the Ordinary Shares.
The calculation of Net Asset Value per Ordinary Share is based on a Net Asset Value of GBP124,872,436 (2019: GBP133,325,898) and the number of shares in issue at the year-end of 14,192,125 shares (2019: 14,192,125 shares).
15. Segment information
The Chief Operating Decision Makers ("CODM") of the Company are the Board of Directors. The Company has one reportable segment. The Board of Directors review internal management reports on a quarterly basis.
Information on realised gains and losses derived from sales of investments are disclosed in note 10 to the financial statements.
The Company is domiciled in Guernsey. All of the Company's income from investments is from underlying companies. The majority of these companies are incorporated in countries other than Guernsey (mainly Great Britain).
The geographical breakdown of the Company's investment portfolio is set out in the Annual Report.
The Company has no non-financial assets classified as non-current assets. The Company also has a diversified shareholder population and the significant holdings of 5% or more are disclosed in the Annual Report.
16. Financial risk management
The main risks arising from the Company's activities are:
(i) market risk, including currency risk, interest rate risk and other price risk; (ii) liquidity risk; and (iii) credit risk
The Company Secretary, in close co-operation with the Board of Directors and the Investment Manager, coordinates the Company's risk management. The policies for managing each of these risks are summarised below and have been applied throughout the year.
i) Market risk
The fair value of future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises currency risk, interest rate risk and other price risk. The Board of Directors reviews and agrees policies for managing these risks.
Currency risk
The functional and presentation currency of the company is Pound Sterling and, therefore, the Company's principal exposure to foreign currency risk comprises investments priced in other currencies, principally US Dollars. The Investment Manager monitors the Company's exposure to foreign currencies and reports to the Board on a regular basis. The Investment Manager measures the risk to the Company of the foreign currency exposure by considering the effect on the net asset value and income of a movement in the rates of exchange to which the Company's assets, liabilities, income and expenses are exposed.
At 31 March 2020 the currency profile of those financial assets and liabilities was:
GBP EUR USD Total
GBP GBP GBP
Investments
at fair
value
through
profit or
loss 113,623,544 1,238,860 2,404,432 117,266,836
Dividends -
receivable 118,500 - 118,500
Cash and -
cash
equivalents 7,743,607 - 7,743,607
Trade and (579,856) - - (579,856)
other
payables
Total net
foreign
currency
exposure 120,905,795 1,238,860 2,404,432 124,549,087
-------------------------------------------------- -------------------------------------------------- ------------------------------------------------ --------------------------------------------------
At 31 March 2019 the currency profile of those financial assets and liabilities was:
GBP EUR USD Total
GBP GBP GBP GBP
Investments
at fair
value
through
profit or
loss 120,771,296 1,206,380 3,667,495 125,645,171
Dividends -
and interest
receivable 210,500 - 210,500
Cash and -
cash
equivalents 7,934,533 15 7,934,548
Trade and (480,954) - - (480,954)
other
payables
Total net
foreign
currency
exposure 128,435,375 1,206,380 3,667,510 133,309,265
-------------------------------------------------- -------------------------------------------------- ------------------------------------------------ --------------------------------------------------
Sensitivity analysis is based on the Company's monetary foreign currency instruments held at each balance sheet date.
31 March 2020 31 March 2019
---------- ----------------- ----------------------------------------- -----------------------------------------
Currency Increase/ Impact on Impact on Impact on Impact on
(decrease) Total Comprehensive Net Assets Total Comprehensive Net Assets
in the exchange Income Income
rate
GBP GBP GBP GBP
---------- ----------------- --------------------- ------------------ --------------------- ------------------
(331,208)
USD/EUR 10%/(10%) / 404,810 (331,208)/404,810 (443,080)/541,542 (443,080)/541,542
---------- ----------------- --------------------- ------------------ --------------------- ------------------
Interest rate risk
Interest rate movements may affect:
-- the fair value of the investments in fixed rate securities; -- the level of income receivable on cash deposits and floating rate debt instruments; and -- the interest payable on the Company 's variable rate borrowings, if any.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates
are taken into account when making investment decisions and borrowings, if any. The Board reviews on a regular basis the values of the unquoted loans and preferred shares to companies in which private equity investment is made. Interest rate risk is not significant to the Company as it has no significant fixed income investments or borrowings.
Other price risk
Other price risks (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.
The Company's exposure to price risk comprises mainly of movements in the value of the Company's investments. As at the year-end, the spread of the Company's investment portfolio is detailed above.
The Board of Directors manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant investment information from the Investment Manager. The Board meets regularly and at each meeting reviews investment performance. The Board monitors the Investment Manager's compliance with the Company's objectives and is directly responsible for investment strategy and asset allocation.
The Company's exposure to other changes in market prices at 31 March 2020 on its investments was as follows:
2020 2019
GBP GBP
Financial
assets at
fair value
through
profit or
loss
-
Non-current
investments
at fair
value
through
profit or
loss 117,266,836 125,645,171
-------------------------------------------------------- ------------------------------------------------------
The following table illustrates the sensitivity of the profit and net assets to an increase or decrease of 15% (2019:10%) in the fair values of the Company's investments. This level of change is considered to be reasonably possible based on observation of current market conditions. The sensitivity analysis is based on the Company's investments at each balance sheet date, with all other variables held constant.
2020 2019
Increase Increase Decrease
in fair Decrease in fair in fair
value in fair value value value
GBP GBP GBP GBP
Statement of
Comprehensive
Income
Profit/(loss)
for the 12,564,5
year 17,590,025 (17,590,025) 17 (12,564,517)
-------------------------------------------------- ---------------------------------------------------- ------------------------------------------------ ---------------------------------------------------
Net assets 12,564,5
17,590,025 (17,590,025) 17 (12,564,517)
-------------------------------------------------- ---------------------------------------------------- ------------------------------------------------ ---------------------------------------------------
ii) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
The Company is faced with some level of liquidity risk as 5% of the Company's investments are in unlisted equities and other investments that may not be readily realisable.
In accordance with the Company's policy, the Investment Manager monitors the Company's liquidity risk, and the Board of Directors has overall responsibility.
The table below shows the split of investments with maturity dates of less than a year and investments with no maturity date.
31 March 2020 31 March 2019
Less Greater No Less Greater No
than than maturity Total than than 1 maturity Total
1 1 year date 1 year date
year year
GBP GBP GBP GBP GBP GBP GBP GBP
Listed - - 108,392,048 108,392,048 - - 116,042,185 116,042,185
Unlisted - 2,639,462 6,235,326 8,874,788 - 2,533,290 7,069,696 9,602,986
-------------------------------------------- ------------------------------------------------ ----------------------------------------------- --------------------------------------------- ------------------------------------------- --------------------------------------------- ---------------------------------------------- ---------------------------------------------
- 2,639,462 114,627,374 117,266,836 - 2,533,290 123,111,881 125,645,171
------------------------------------------------------- ------------------------------------------------ ----------------------------------------------- --------------------------------------------- ------------------------------------------- --------------------------------------------- ---------------------------------------------- ---------------------------------------------
The Company's financial liabilities are due to mature within one year from the Statement of Financial Position date. The contractual maturities of these financial liabilities equal their carrying amount on the Statement of Financial Position. As the Company is in a net current asset position, the Directors are satisfied that there are adequate resources to meet these obligations as they fall due.
iii) Credit risk
The Company does not have any significant exposure to credit risk arising from any one individual party. Credit risk is spread across a number of counterparties, each having an immaterial effect on the Company's cash flows, should a default happen. The Company's maximum credit risk exposure at the statement of financial position date is represented by the respective carrying amounts of the financial assets in the Statement of Financial Position.
There is a risk that the custodian and bank used by the Company to hold assets and cash balances could fail and that the Company's assets may not be returned.
Associated with this is the additional risk of fraud or theft by employees of those third parties. The Board manages this risk through the Investment Manager monitoring the financial position of those custodians and banks used by the Company.
The credit rating of the custodian and the bank, BNP Paribas Securities Services S.C.A., Guernsey Branch, is A with Standard & Poor's.
iv) Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the processes, technology and infrastructure supporting the Company's activities with financial instruments either internally within the Company or externally at the Company's service providers, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of investment management behaviour.
The Company's objective is to manage operational risk so as to balance limiting of financial losses and damage to its reputation with achieving its investment objective.
Capital management policies and procedures
The Company's capital management objectives are:
- to ensure that the Company will be able to continue as a going concern; and
- to maximise the income and capital return to its equity shareholders through an appropriate balance of equity capital and long-term debt. The policy is that gearing should not exceed 20% of net assets.
The Company's capital at 31 March comprises:
2020 2019
Equity GBP GBP
Share
capital 49,789,346 49,789,346
Capital 1,246,500 1,246,500
redemption
reserve
and other
reserves
Other 73,836,590 82,290,052
reserves
--------------------------------------------------- --------------------------------------------------
124,872,436 133,325,898
------------------------------------------------------------------------------------------------------ --------------------------------------------------
The Company does not have any long term debt outstanding as at 31 March 2020 and 31 March 2019.
The Board, with the assistance of the Investment Manager, monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:
- the planned level of gearing, which takes account of the Investment Manager's views on the market;
- the need to buy back equity shares for cancellation, which takes account of the difference between the net asset value per share and the share price (i.e. the level of share price discount or premium);
- the need for new issues of equity shares; and
- the extent to which revenue in excess of that which is required to be distributed should be retained.
The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period and there are no imposed capital requirements.
17. Fair value hierarchy
Where an asset or liability's value is determined based on inputs from different levels of the hierarchy, the level in the fair value hierarchy assumed for the valuation assessment is the lowest level input significant to the fair value measurement in its entirety.
Investments whose values are based on quoted market prices in active markets, and therefore classified within level 1, include active listed equities. The Company does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. As level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.
Investments classified within level 3 have significant unobservable inputs. Level 3 instruments consists of private equity positions. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value. For certain investments, the Company utilises comparable trading multiples and recent transactions in arriving at the valuation for these positions. The Investment Manager determines comparable public companies (peers) based on industry, size, developmental stage and strategy.
Management then calculates a trading multiple for each comparable company identified. The multiple is calculated by dividing the enterprise value of the comparable company by its earnings before interest, taxes, depreciation and amortisation (EBITDA). The trading multiple is then discounted for considerations such as illiquidity and differences between the comparable companies based on company-specific facts and circumstances. New investments are initially carried at cost, for a limited period, being the fair value of the most recent investment in the investee company.
In accordance with IPEV valuation guidelines, changes and events since the acquisition date are monitored to assess the impact on the fair value of the investment and the valuation derived from investment cost is adjusted
if necessary. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The table below analyses financial instruments measured at fair value at the end of the reporting period by the level in the fair value hierarchy into which the fair value measurement is categorised.
31 March
2020 Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Financial
assets at
fair
value
through
profit or
loss
Listed
securities 101,229,548 7,162,500 - 108,392,048
Unlisted
securities - - 8,874,788 8,874,788
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
101,229,548 7,162,500 8,874,788 117,266,836
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
31 March 2019
Financial assets at
fair value
through profit or loss
Listed securities 107,412,185 8,630,000 - 116,042,185
Unlisted securities - - 9,602,986 9,602,986
------------ ---------- ---------- ------------
107,412,185 8,630,000 9,602,986 125,645,171
------------ ---------- ---------- ------------
The following table summarises the changes in fair value of the Company's Level 3 investments for the year ended 31 March 2020.
2020 2019
GBP GBP
Balance at 1 April 9,602,986 5,048,764
Net realised
(losses)/gains on
investments (6,088,982) (228,908)
Unrealised
gains/(losses) on
investments 5,468,784 (23,021)
Purchase of investments - 1,294,600
Sale of investments (108,000) -
Transfers from level 1
into level 3 - 3,511,551
------------------------------------------- -------------------------------------------
Balance at 31 March 8,874,788 9,602,986
------------------------------------------- -------------------------------------------
Change in unrealised
losses on investments
included in Statement
of Comprehensive
Income for Level 3
investments held 5,468,784 (23,021)
------------------------------------------- -------------------------------------------
During the year ended 31 March 2020, there were no transfers to and from level 3 (31 March 2019: there was one transfer from level 1 to level 3 resulting from an investee company's listing being suspended ). There was one transfer from Level 1 to Level 2 as a result of low market activity.
Transfers between levels are determined based on changes to the significant inputs used in the fair value estimation. The directors have selected an accounting policy to apply transfers between levels in the fair value hierarchy at the beginning of the relevant reporting period.
The table below sets out sensitivity to the earnings multiples used at 31 March 2020 in measuring material investments categorised as Level 3 in the fair value hierarchy and measured based on comparable multiples approach.
Fair Value Sensitivity to changes
at 31 March Unobservable in significant unobservable
Valuation Method 2020 (GBP) inputs Factor inputs
-------------------- ------------- ------------- ------- -----------------------------
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 1,406,300 multiple 14.5x multiple was increased
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 2,228,205 multiple 7x multiple was increased
-------------------- ------------- ------------- ------- -----------------------------
Fair Value Sensitivity to changes
at 31 March Unobservable in significant unobservable
Valuation Method 2019 (GBP) inputs Factor inputs
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 1,332,459 multiple 15.1x multiple was increased
-------------------- ------------- ------------- ------- -----------------------------
The estimated fair value
Earnings would increase if:
Comparable (EBITDA) - the Earnings (EBITDA)
Company Multiples 3,499,800 multiple 7.5x multiple was increased
-------------------- ------------- ------------- ------- -----------------------------
The remaining investments classified as Level 3 have not been included in the above analysis as they have either a fair value that either approximates a recent transaction price or is cash held in escrow pending the outcome of certain post sale conditions (i.e. warranties).
Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3, changing one or more of the assumptions used to reasonably possible alternative assumptions would have the following effects on the net assets attributable to the shareholders.
As at 31 March 2020
Valuation Method Input Sensitivity used GBP -------------------- ------------------- ---------------------- ------------------ Comparable Company Earnings (EBITDA) Multiples multiple +/- 1.0x (15.5/13.5) 60,940/(53,060) -------------------- ------------------- ---------------------- ------------------ Comparable Company Earnings (EBITDA) Multiples multiple +/- 10.0% (7.7/6.3) 226,424/(226,424) -------------------- ------------------- ---------------------- ------------------
As at 31 March 2019
Valuation Method Input Sensitivity used GBP -------------------- ------------------- ---------------------- ------------------ Comparable Company Earnings (EBITDA) Multiples multiple +/- 1.0x (16.1/15.1) 117,758/(98,384) -------------------- ------------------- ---------------------- ------------------ Comparable Company Earnings (EBITDA) Multiples multiple +/- 10.0% (8.3/6.8) 387,267/(387,267) -------------------- ------------------- ---------------------- ------------------
A sensitivity of 1.0x and 10% has been considered appropriate given the earnings (EBITDA) multiple for comparable company multiples lies within this range.
18. Related parties
All transactions with related parties are carried out at arm's length and the prices reflect the prevailing fair market value of the assets on the date of the transaction.
The Investment Manager and Investment Adviser are considered to be related parties. The fees paid are included in the Statement of Comprehensive Income and further detailed in notes 4 and 5.
The Directors are also considered related parties and their fees are disclosed in the Statement of Comprehensive Income and note 8. At 31 March 2020, GBP38,125 (2018: GBP38,125) included in other accruals and payables was payable to the Directors.
Christopher Mills is a Director and shareholder of Oryx International Growth Fund Limited. He is also a director of Harwood Capital Management (Gibraltar) Limited, the Company's Investment Manager and Investment Adviser and Chief Investment Officer of North Atlantic Smaller Companies Investment Trust plc ("NASCIT"), which is a substantial shareholder of Oryx as detailed above and note 19 of the Annual Report.
Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company. The Company did not receive any legal services from Mourant Ozannes during the year, nor did it receive any services in the prior year.
As at 31 March 2020, the Company did not hold shares in Harwood Wealth Management Group (2019: 2,500,000 shares valued at GBP3,250,000). The Company considered Harwood Wealth Management Group a related party, until it was disposed, as Mr Christopher Mills, a non-executive director of Harwood Wealth Management Group, is also a member of key management personnel of the Company.
During the year ended 31 March 2020, the Company entered into an agreement for an unsecured loan facility from Harwood Holdco Limited. The purpose of this loan was to provide short term funding to the company to enable it to make new investments with settlement due by 30 April 2020, unless otherwise extended by Harwood Holdco Limited. The transactions that occurred on this facility included GBP750,000 withdrawn by the Company on 17 January 2020 and repaid on 11 February 2020. The terms of this loan included 2.50% interest per annum using 365 days and when the short term loan was repaid in 25 days Harwood Holdco Limited waived the interest due.
The facility remained available to the Company subsequent to 30 April 2020.
Sidney Cabessa is a director of Harwood Capital Management Limited, the parent company of Harwood Capital Management (Gibraltar) Limited. No fees were paid or are payable to Harwood Capital Management Limited.
19. Majority Shareholder
NASCIT holds 51.95% of the Ordinary shares of the Company.
20. Subsequent Events
There have been no significant events subsequent to the year end, which, in the opinion of the Directors, may have had an impact on the financial statements for the year ended 31 March 2020.
ALTERNATIVE PERFORMANCE MEASURES
NAV per Ordinary Share
NAV per Ordinary Share means an amount equal to, as at the relevant date, the NAV attributable to Ordinary Shares divided by the number of Ordinary Shares in issue as at such date.
Reason for use
Common industry performance benchmark for calculating the Total Return and Share Price (Discount)/Premium to NAV per Ordinary Share.
Recalculation
NAV per Ordinary Share is calculated as follows:
31 March 2020 31 March 2019
------------------------------------ --------------- ---------------
Net Assets as per Statement of GBP124,872,436 GBP133,325,898
Financial Position
Number of Ordinary Shares in issue
at year 14,192,125 14,192,125
------------------------------------ --------------- ---------------
NAV per Ordinary Share GBP8.80 GBP9.39
------------------------------------ --------------- ---------------
Share Price Discount to NAV per Ordinary Share
Closing price as at such date as published on the London Stock Exchange divided by the NAV per Ordinary Share.
Reason for use
Common industry measure to understand the price of the Company's shares relative to its net asset valuation.
Recalculation
31 March 2020 31 March 2019
----------------------------------------- -------------- --------------
Closing price as at 31 March as GBP6.70 GBP7.68
published on the London Stock Exchange
NAV per Ordinary Share GBP8.80 GBP9.39
----------------------------------------- -------------- --------------
Share Price Discount (23.86)% (18.21)%
----------------------------------------- -------------- --------------
COMPANY INFORMATION
Registered Office
BNP Paribas House,
St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Investment Manager and Investment Adviser
(Resigned 1 October 2019)
Harwood Capital LLP
6 Stratton Street, Mayfair, London, W1J 8LD
Investment Manager and Investment Adviser
(Effective 1 October 2019)
Harwood Capital Management (Gibraltar) Limited LLP
Suite 827 Europort, Europort Road, Gibraltar
Custodian
BNP Paribas Securities Services S.C.A., Guernsey Branch
BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Secretary and Administration
BNP Paribas Securities Services S.C.A., Guernsey Branch
BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Registrars
Link Market Services (Guernsey) Limited
PO Box 627, St Sampson, Guernsey, GY1 4PP
Stockbroker
Winterflood Securities Limited
The Atrium Building, Cannon Bridge House
25 Dowgate, Hill, London, EC4R 2GA
Independent Auditor
KPMG Channel Islands Limited
Glategny Court, Glategny Esplanade
St Peter Port, Guernsey, GY1 1WR
Legal Advisers
To the Company as to Guernsey law:
Mourant Ozannes
Royal Chambers, St. Julian's Avenue, St Peter Port,
Guernsey, Channel Islands, GY1 4HP
To the Company as to English law:
Bircham Dyson Bell
50 Broadway
London, SW1H 0BL
Website
www.oryxinternationalgrowthfund.co.uk
Enquiries:
Jasper Cross
BNP Paribas Securities Services S.C.A., Guernsey Branch
Tel: +44 (0) 1481 750 859
A copy of the Company's Annual Report and Financial Statements is available from the Company Secretary, (BNP Paribas Securities Services S.C.A., Guernsey Branch, St Julian's Avenue, St Peter Port, Guernsey,GY1 1WA), or on the Company's website ( www.oryxinternationalgrowthfund.co.uk ).
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
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