We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for Free to get streaming real-time quotes, interactive charts, live options flow, and more.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Sherborne Inv A | LSE:SIAG | London | Ordinary Share | GG00BFH56B54 | A' ORD SHS NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 400.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
Hot Features
Premium
TIDMSIAG
RNS Number : 1606R
Sherborne Investors (Guernsey) A
17 August 2010
17 August 2010
SHERBORNE INVESTORS (GUERNSEY) A LIMITED
Interim Report and Consolidated Financial Statements
For the period from incorporation on 18 January 2010 to 30 June 2010
CHAIRMAN'S STATEMENT
Our initial public offering of shares was completed on 9 March 2010, raising
gross proceeds of GBP105 million. The net proceeds of the offering were placed
in short-term bank deposits pending investment in a limited partnership interest
in SIGA, LP. During the second quarter, the Board approved a turnaround
investment (the "Selected Target Company") proposed by SIGA, LP's investment
manager, Sherborne Investors Management (Guernsey) LLC (the "Investment
Manager"), and the Company made an initial capital contribution to SIGA, LP.
At 30 June 2010, our balance sheet reflects the investment of GBP7.6 million in
shares of the Selected Target Company, which represented less than 3% of its
outstanding shares. As at the date of this letter, our investment in the
Selected Target Company remains below 3% of its outstanding shares.
If SIGA, LP is unable to acquire a large enough shareholding in the Selected
Target Company at an acceptable price it may, as stated in the Company's
Admission Document, dispose of the shares. In this situation the Investment
Manager would present another investment opportunity to the Board for its
approval.
We are grateful for your support of our initial public offering and will keep
you informed of the status of our investments as they develop.
Ian Brindle,
Chairman
Sherborne Investors (Guernsey) A Limited
13 August 2010
SHERBORNE INVESTORS (GUERNSEY) A LIMITED
DIRECTORS' REPORT
The Directors present their interim report on the affairs of the Company and its
subsidiary (together, the "Group"), together with the financial statements and
auditors' report, for the period from incorporation on 18 January 2010 to 30
June 2010.
Principal activities and investing policy
Sherborne Investors (Guernsey) A Limited (the "Company") is a Guernsey
domiciled company incorporated on 18 January 2010 with limited liability. The
Company's shares were admitted to trading on AIM on 9 March 2010.
The Company is a limited partner in SIGA, LP (the "Investment Partnership"), a
limited partnership registered in Guernsey on 19 January 2010, holding a 99.98%
capital interest. The Company aims to provide investors with capital growth
through its investment in the Investment Partnership to which it has committed
GBP100 million, representing substantially all of the Company's net proceeds
from its initial public offering. The Company will effect its investment policy
indirectly through the Investment Partnership which, will seek to acquire a
significant minority (less than 29.9 per cent) equity investment in a "Selected
Target Company". The Group intends that the holding in the Selected Target
Company shall not reach such a level as to require the Group to make a bid for
the entire Selected Target Company and, therefore, the Group will not have
control over the Selected Target Company.
The Group's investment policy is to invest in one target company at a time.
Therefore, the Group will not seek to reduce risk through diversification. If,
after acquiring a shareholding, the share price of the Selected Target Company
rises to a level at which further investment and the effort of a Turnaround is,
in the Investment Manager's opinion, no longer justified or otherwise no longer
presents a viable Turnaround opportunity, the Investment Partnership intends to
sell (and distribute the proceeds to the Company) or distribute in kind the
holding to the limited partners, rather than seeking to join the board of
directors or otherwise to engage with the company. In these circumstances, the
Company intends to distribute any realised net profits received from the
Investment Partnership to the Shareholders. In such event, an amount equal to
the Company's capital contribution for the initial Selected Target Company (less
any losses on the sale) may be recalled by the Investment Partnership and
invested into a new target (a "New Target Company"). This process may be
repeated until a Turnaround has been effected.
The Board of Directors of the Company has approved a Selected Target Company. At
30 June 2010, the Investment Partnership held less than 3% of the Selected
Target Company's outstanding shares. The investment in the Selected Target
Company may be in shares but can also be in warrants, convertibles, derivatives
and any other equity, debt or other securities.
The holding period for the investment in the Selected Target Company is neither
fixed nor predictable, but the Company expects that a typical holding period
would be greater than one year.
Dividend policy
The Company's dividend policy, subject to the discretion of the Directors who
reserve the right to retain amounts for working capital, is to pay dividends to
Shareholders following receipt of any dividends from the Investment Partnership.
This will be dependent on the frequency with which the Selected Target Company
pays dividends to its shareholders (of which the Investment Partnership will be
one).
SHERBORNE INVESTORS (GUERNSEY) A LIMITED
DIRECTORS' REPORT continued
There is no guarantee that the Selected Target Company will pay dividends. If
dividends are received from the Selected Target Company, the Investment
Partnership intends to distribute to its limited partners substantially all of
the dividend proceeds after allowing for the Investment Partnership's expenses.
The Company, in turn, intends promptly to distribute to Shareholders
substantially all of the dividend proceeds after allowing for the Company's
expenses.
Business review
A review of the Company's business during the period and an indication of likely
future developments are contained in the Chairman's Statement.
Capital
Details of the Company's capital are provided in note 9 to the consolidated
financial statements. All shares carry equal voting rights.
Substantial interests
As of the date of this report the Company had received notification of the
following material shareholdings pursuant to the Disclosure and Transparency
Rules of the UK Financial Services Authority:
+---------------------------------+--------------+----------+-------------+
| Shareholder | Number of | | % of issued |
| | Ordinary | | share |
| | Shares | | capital |
+---------------------------------+--------------+----------+-------------+
| Aviva plc | 20,500,000 | | 19.5% |
+---------------------------------+--------------+----------+-------------+
| Sherborne Investors GP, LLC | 20,000,000 | | 19.0% |
+---------------------------------+--------------+----------+-------------+
| Ameriprise Financial, Inc. | 16,181,489 | | 15.4% |
+---------------------------------+--------------+----------+-------------+
| AEGON UK Group of Companies | 12,500,000 | | 11.9% |
+---------------------------------+--------------+----------+-------------+
| Och-Ziff Capital Management | 10,000,000 | | 9.5% |
+---------------------------------+--------------+----------+-------------+
| Artemis Investment Management | 5,000,000 | | 4.8% |
| Ltd | | | |
+---------------------------------+--------------+----------+-------------+
| Ritchie European Multi-Strategy | 5,000,000 | | 4.8% |
| Trading, Ltd. | | | |
+---------------------------------+--------------+----------+-------------+
| BlackRock UK Emerging Companies | 3,400,000 | | 3.2% |
| Hedge Fund | | | |
+---------------------------------+--------------+----------+-------------+
Post balance sheet events
Details of events that have occurred after the balance sheet date are provided
in note 11 to the financial statements.
Dividend
The Directors do not recommend the payment of a dividend in respect of the
period ended 30 June 2010.
Independent Auditors
The Board of Directors elected to appoint Deloitte LLP as auditors to the
Company at the inaugural meeting of the Company on 26 January 2010. Deloitte LLP
have indicated their willingness to continue as auditors.
By order of the Board of Directors
Date: 13 August 2010
SHERBORNE INVESTORS (GUERNSEY) A LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are required to prepare financial statements for each period,
which give a true and fair view of the state of affairs of the Group as at the
end of the financial period. In preparing those financial statements the
Directors are required to:
· properly select and apply accounting policies;
· present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with the specific
requirements in IFRS are insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the entity's
financial position and financial performance; and
· make an assessment of the Group's ability to continue as a going concern.
The Directors confirm that they have complied with the above requirements in
preparing the financial statements.
The Directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
Group. They are also responsible for safeguarding the assets of the Group and
hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
So far as the Directors are aware, there is no relevant audit information of
which the Group's auditors are unaware, and each Director has taken all the
steps that he or she ought to have taken as a Director in order to make himself
or herself aware of any relevant audit information and to establish that the
Group's auditors are aware of that information.
SHERBORNE INVESTORS (GUERNSEY) A LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period from incorporation on 18 January 2010 to 30 June 2010
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | 18 January 2010 |
| | | | | to |
| | | | | 30 June 2010 |
+-----------------------------+-------+--------+----------+-------------------------+
| |Notes | | | GBP | GBP |
+-----------------------------+-------+--------+----------+----------+--------------+
| Income | 1(f) | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Unrealised loss on | | | | | |
| investment held at | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| fair value through profit | 5 | | | | (471,153) |
| or loss | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Bank interest income | | | | | 202,263 |
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | | (268,890) |
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Expenses | 1(g) | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Legal and professional fees | | | | 232,145 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| D&O insurance paid | | | | 118,872 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Administration expenses | | | | 88,645 | |
| | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Travel and entertainment | | | | 53,517 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Directors' fees | | | | 49,500 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Auditors' remuneration | | | | 43,500 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Listing and licence fees | | | | 36,041 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Foreign exchange loss | | | | 12,574 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Sundry expenses | | | | 7,291 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Trademark licence fee | | | | 3,288 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Management fees | | | | 2,000 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Bank interest and charges | | | | 207 | |
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | | (647,580) |
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Consolidated comprehensive deficit for | | | (916,470) |
| the period | | | |
+----------------------------------------------+----------+----------+--------------+
| | | | |
+----------------------------------------------+----------+----------+--------------+
| Loss attributable to: | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Shareholders of the parent | | | | | (916,314) |
+-----------------------------+-------+--------+----------+----------+--------------+
| Non-controlling interest | | | | | (156) |
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| Weighted average number of | | | | 105,000,000 |
| shares outstanding | | | | |
+-------------------------------------+--------+----------+----------+--------------+
| Basic and diluted loss per | 4 | | | | (0.87) |
| share (pence) | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
| | | | | | |
+-----------------------------+-------+--------+----------+----------+--------------+
All income is attributable to the Ordinary Shareholders of the Company.
All revenue and expenses are derived from continuing operations.
SHERBORNE INVESTORS (GUERNSEY) A LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2010
+--------------------+-------+---------+--------+------------+-------------+
| | | | | 30 June 2010 |
+--------------------+-------+---------+--------+--------------------------+
| | Notes | | | GBP | GBP |
+--------------------+-------+---------+--------+------------+-------------+
| Non-current Assets | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Financial assets | | | | | |
| at fair value | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| through profit and | 5 | | | | 7,098,267 |
| loss | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| | | | | | 7,098,267 |
+--------------------+-------+---------+--------+------------+-------------+
| Current Assets | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Trade and other | 6 | | | 42,972 | |
| receivables | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Cash and cash | 7 | | | 94,769,242 | |
| equivalents | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| | | | | 94,812,214 | |
+--------------------+-------+---------+--------+------------+-------------+
| Current | | | | | |
| Liabilities | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Trade and other | 8 | | | (186,326) | |
| payables | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Net Current Assets | | | | | 94,625,888 |
+--------------------+-------+---------+--------+------------+-------------+
| | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Net Assets | | | | GBP | 101,724,155 |
+--------------------+-------+---------+--------+------------+-------------+
| | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Capital and | | | | | |
| Reserves | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Called up share | 9 | | | | 102,636,625 |
| capital and share | | | | | |
| premium | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Retained deficit | | | | | (916,314) |
+--------------------+-------+---------+--------+------------+-------------+
| | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Equity attributable to | | | | 101,720,311 |
| the Company | | | | |
+----------------------------+---------+--------+------------+-------------+
| | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Non-controlling | | | | | 3,844 |
| interest | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| | | | | | |
+--------------------+-------+---------+--------+------------+-------------+
| Total Equity | | | | GBP | 101,724,155 |
+--------------------+-------+---------+--------+------------+-------------+
The financial statements were approved by the Board of Directors and authorised
for issue on 13 August 2010.
Signed on behalf of the Board:
Director Director
Date: 13 August 2010
SHERBORNE INVESTORS (GUERNSEY) A LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period from incorporation on 18 January 2010 to 30 June 2010
+------------------+-------+--------------+-----------+-------------+--------------+
| | Note | Share | Retained | Non- | Total |
| | | Capital | Deficit | Controlling | Equity |
| | | and | GBP | Interest | GBP |
| | | Share | | GBP | |
| | | Premium | | | |
| | | GBP | | | |
+------------------+-------+--------------+-----------+-------------+--------------+
| Opening balance | | - | - | - | - |
| at 18 January | | | | | |
| 2010 | | | | | |
+------------------+-------+--------------+-----------+-------------+--------------+
| | | | | | |
+------------------+-------+--------------+-----------+-------------+--------------+
| Share issue | 9 | 105,000,000 | - | - | 105,000,000 |
+------------------+-------+--------------+-----------+-------------+--------------+
| Cost of share | | (2,363,375) | - | - | (2,363,375) |
| issue | | | | | |
+------------------+-------+--------------+-----------+-------------+--------------+
| Retained deficit | | - | (916,314) | - | (916,314) |
| for the period | | | | | |
+------------------+-------+--------------+-----------+-------------+--------------+
| Non-controlling | 1(b) | - | - | 3,844 | 3,844 |
| interest | | | | | |
+------------------+-------+--------------+-----------+-------------+--------------+
| | | | | | |
+------------------+-------+--------------+-----------+-------------+--------------+
| Balance at 30 | | 102,636,625 | (916,314) | 3,844 | 101,724,155 |
| June 2010 | | | | | |
+------------------+-------+--------------+-----------+-------------+--------------+
SHERBORNE INVESTORS (GUERNSEY) A LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period from incorporation on 18 January 2010 to 30 June 2010
+---------------------------------------------+------------------+
| | 18 January 2010 |
| | to |
+---------------------------------------------+------------------+
| | 30 June 2010 |
+---------------------------------------------+------------------+
| | GBP |
+---------------------------------------------+------------------+
| Net cash flow from operating activities | (301,963) |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Investing activities | |
+---------------------------------------------+------------------+
| Purchase of investments | (7,569,420) |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Net cash flows used in investing activities | (7,569,420) |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Financing activities | |
+---------------------------------------------+------------------+
| Share issue | 105,000,000 |
+---------------------------------------------+------------------+
| Cost of share issue | (2,363,375) |
+---------------------------------------------+------------------+
| Commitments from non-controlling interest | 4,000 |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Net cash flows from financing activities | 102,640,625 |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Net increase in cash and cash equivalents | 94,769,242 |
+---------------------------------------------+------------------+
| Cash and cash equivalents at beginning of | - |
| period | |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Cash and cash equivalents at period end | 94,769,242 |
+---------------------------------------------+------------------+
| | - |
+---------------------------------------------+------------------+
| Cash flow from operating activities | |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Deficit for the period | (916,470) |
+---------------------------------------------+------------------+
| Fair value loss on financial assets | 471,153 |
+---------------------------------------------+------------------+
| Increase in amounts receivable | (42,972) |
+---------------------------------------------+------------------+
| Increase in amounts payable | 186,326 |
+---------------------------------------------+------------------+
| | |
+---------------------------------------------+------------------+
| Net cash flow from operating activities | (301,963) |
+---------------------------------------------+------------------+
SHERBORNE INVESTORS (GUERNSEY) A LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the period from incorporation on 18 January 2010 to 30 June 2010
1 Summary of significant accounting policies
Reporting entity
Sherborne Investors (Guernsey) A Limited (the "Company") is a closed-ended
investment company with limited liability formed under The Companies (Guernsey)
Law, 2008. The Company was incorporated and registered in Guernsey on 18 January
2010 and its shares were admitted to trading on the London Stock Exchange's AIM
market on 9 March 2010. The Company's registered office is Ogier House, St
Julian's Avenue, St Peter Port, Guernsey. The "Group" is defined as the Company
and its subsidiary, SIGA, LP.
Basis of preparation
The consolidated financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards ("IFRS"), which
comprise standards and interpretations approved by the International Accounting
Standards Board (the "IASB"), and International Accounting Standards and
Standing Interpretations Committee interpretations approved by the International
Accounting Standards Committee (the "IASC") that remain in effect, together with
applicable legal and regulatory requirements of Guernsey law and the Listing
Rules of the UK Listing Authority.
These financial statements have been prepared on the historical cost basis, as
modified by the measurement at fair value of investments and financial
instruments.
Going concern
The consolidated financial statements have been prepared on the going concern
basis. The Group currently holds significant cash balances. After making
enquiries, and on the strength of its consolidated statement of financial
position, the Directors are of the opinion that the Group has adequate resources
to continue its operational activities for the foreseeable future. The Board is
therefore of the opinion that the going concern basis should be adopted in the
preparation of the financial statements.
Critical accounting judgments and key sources of estimation uncertainty
The preparation of the Group's consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities and contingencies at the date of the Group's consolidated
financial statements and revenue and expenses during the reported period. Actual
results could differ from those estimated. There are no significant estimates
utilised for the preparation of the Group's consolidated financial statements as
at 30 June 2010 due to the nature of the activities that have occurred in this
period, together with the sole investment held by the Group being quoted on the
London Stock Exchange. Fair value of financial assets held through profit or
loss is therefore based on the quoted closing price at 30 June 2010.
Adoption of new and revised standards
(i) Standards, amendments and interpretations effective but not relevant:
IAS 23 (amendment), 'Borrowing costs';
IAS 29 and IFRIC 9 (amendments), 'Embedded derivatives';
IAS 39 and IFRS 7 (amendments), 'Reclassification of financial assets';
(i) Standards, amendments and interpretations effective but not relevant
(continued):
IFRS 2 (amendment), 'Share based payment';
IFRS 2 (amendments), 'Group cash settled share based payment transactions';
IFRIC 15, 'Agreements for construction of real estate';
IFRIC 17, 'Distributions of non-cash assets to owners'; and
IFRIC 19, 'Transfers of assets from customers'.
(ii) Standards, amendments and interpretations in issue but not yet effective:
At the date of authorisation of these financial statements, the following
Standards and Interpretations which have not been applied in these financial
statements, were in issue but not yet effective:
IFRS 1 (amended / IAS 27 (amended), 'Cost of an Investment in a Subsidiary,
Jointly controlled Entity or associate';
IFRS 2 (amended), 'Share-based Payment - Vesting Conditions and Cancellations';
and
IFRS 9 (revised 2009), 'Financial Instruments: Classification and Measurement'.
The Directors anticipate that the adoption of these Standards and
Interpretations in future periods will have no material impact on the financial
statements of the Group.
a. Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and an entity controlled by the Company (its subsidiary). Control is
achieved where the Company has the power to govern the financial and operating
policies of an investee entity so as to obtain benefits from its activities.
Non-controlling interests in the net assets of the consolidated subsidiary are
identified separately from the Group's equity therein. Non-controlling
interests consist of the amount of those interests at the date of the original
business combination and the non-controlling entities' share of changes in
equity since the date of the combination. Losses applicable to the
non-controlling entities in excess of their interest in the subsidiary's equity
are allocated against their interests to the extent that this would create a
negative balance.
The results of the subsidiary acquired during the period are included in the
consolidated statement of comprehensive income from the effective date of
acquisition.
Where necessary, adjustments are made to the financial statements of the
subsidiary to bring the accounting policies used into line with those used by
the Group.
All intra-group transactions, balances and expenses are eliminated on
consolidation.-
The Company owns 99.98% of the capital interest in SIGA, LP. Whilst the general
partner of SIGA, LP, Sherborne Investors (Guernsey) GP, LLC, a company
registered in Delaware, USA, is responsible for directing the day to day
operations of SIGA, LP, the Company, through its majority interest in SIGA, LP,
has the ability to approve the proposed investment of SIGA, LP and to remove the
general partner. Hence, the Company has consolidated SIGA, LP in its financial
statements.
1 b. Business combinations
On 4 March 2010, the Company subscribed to commit GBP100 million (one hundred
million pounds) to SIGA, LP (the "Investment Partnership"), a Guernsey limited
partnership. This commitment constitutes 99.98% of overall commitments to the
Investment Partnership.
The objective of this business combination is for the Investment Partnership to
realise capital growth from investment in a selected target company identified
by the Investment Manager with the aim of generating a significant capital
return for Shareholders.
The acquisition of the subsidiary is accounted for using the purchase method.
The cost of the acquisition is measured at the aggregate of the fair values, at
the date of exchange, of assets given, liabilities incurred or assumed, and
equity instruments issued by the Company in exchange for control of the
acquiree. The acquiree's identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 are recognised
at their fair value at the acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially measured
at cost, being the excess of the cost of the business combination over the
Group's interest in net fair value of the identifiable assets, liabilities and
contingent liabilities recognised. If, after reassessment, the Group's interest
in the net fair value of the acquiree's identifiable assets, liabilities and
contingent liabilities exceeds cost of the business combination, the excess is
recognised immediately in profit or loss. Goodwill is reviewed for impairments
annually.
The interest of non-controlling parties in the acquiree is initially measured at
the minority's proportion of the net fair value of the assets, liabilities and
contingent liabilities recognised.
c. Associates
IAS 28, 'Investments in Associates', allows entities such as venture capital
organisations, mutual funds, unit trusts and similar entities to be exempt from
that standard and to value interests in associates under the principles set out
in IAS 39, 'Financial Instruments: Recognition and Measurement'. Organised as an
investing structure, the Group has taken advantage of this exemption and
interests in associates are treated as financial assets at fair value through
profit or loss.
d. Functional currency
Items included in the consolidated financial statements of the Group are
measured using the currency of the primary economic environment in which the
entity operates ("the functional currency"). The consolidated financial
statements are presented in GBP(GBP), which is the Group's functional and
presentational currency.
Transactions in currencies other than GBP are translated at the rate of exchange
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the date of the consolidated statement of
financial position are retranslated into sterling at the rate of exchange ruling
at that date.
Foreign exchange differences arising on retranslation are recognised in the
consolidated statement of comprehensive income. Non-monetary assets and
liabilities that are measured in terms of historical cost in a foreign currency
are translated using the rate of exchange at the date of the transaction.
Non-monetary assets and liabilities denominated in foreign currencies that are
stated at fair value are retranslated into GBP at foreign exchange rates ruling
at the dates the fair value was determined.
1 e. Financial assets at fair value through profit or loss
Investments, including equity and loan investments in associates, are designated
as fair value through profit or loss in accordance with International Accounting
Standard 39 ("IAS 39") Financial Instruments: Recognition and Measurement, as
the Company is an investment company whose business is investing in financial
assets with a view to profiting from their total return in the form of interest
and changes in fair value. Investments are initially recognised at cost. The
investments are subsequently re-measured at fair value, as determined by the
Directors. Unrealised gains or losses arising from the revaluation of
investments are taken directly to the consolidated statement of comprehensive
income.
Fair Value is determined as follows:
An unadjusted quoted price in an active market provides the most reliable
evidence of fair value and is used to measure fair value whenever available. As
required by International Financial Reporting Standard 7 ("IFRS 7"), the
Directors will not adjust the quoted price for these investments, even in
situations where it holds a large position and a sale could reasonably impact
the quoted price.
Investments measured and reported at fair value are classified and disclosed in
one of the following categories:
Level I -An unadjusted quoted price in an active market provides the most
reliable evidence of fair value and is used to measure fair value whenever
available. As required by IFRS 7, the Group will not adjust the quoted price
for these investments, even in situations where it holds a large position and a
sale could reasonably impact the quoted price.
Level II -Inputs are other than unadjusted quoted prices in active markets,
which are either directly or indirectly observable as of the reporting date, and
fair value is determined through the use of models or other valuation
methodologies.
Level III -Inputs are unobservable for the investment and include situations
where there is little, if any, market activity for the investment. The inputs
into the determination of fair value require significant management judgment or
estimation.
The investment held by the Group at the period end is classified as meeting the
definition of Level I.
f. Revenue recognition
Dividend income is recognised when the Group's right to receive payment has been
established. Tax suffered on dividend income for which no relief is available
is treated as an expense.
Interest receivable from short-term deposits and investment income are
recognised on an accruals basis. Where receipt of investment income is not
likely until the maturity or realisation of an investment then the investment
income is accounted for as an increase in the fair value of the investment.
g. Expenses
All expenses are accounted for on an accruals basis. Expenses are charged
through the consolidated statement of comprehensive income.
1 h. Trade and other receivables
Trade and other receivables are initially recognised at fair value. A provision
for impairment of trade receivables is established when there is objective
evidence the Group will not be able to collect all amounts due according to the
original terms of the receivables.
i. Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, call and current balances with
banks and similar institutions, which are readily convertible to known amounts
of cash and which are subject to insignificant risk of changes in value. This
definition is also used for the consolidated statement of cash flows.
j. Trade and other payables
Trade and other payables are initially recognised at fair value and
subsequently, where necessary, re-measured at amortised cost using the effective
interest method.
k. Financial instruments
Financial instruments and financial liabilities are recognised in the Group's
consolidated statement of financial position when the Group becomes a party to
the contractual provisions of the instrument.
l. Segmental reporting
As the Group invests in one investee company, there is no segregation between
industry, currency or geographical location. No further disclosures have been
made in conjunction with IFRS 8 Operating Segments as it is deemed not to be
applicable.
2 Deficit on ordinary activities
The loss on ordinary activities has been arrived at after charging:
+--------------------------------------------------+--------------+
| | 18 January |
| | 2010 to |
+--------------------------------------------------+--------------+
| | 30 June 2010 |
+--------------------------------------------------+--------------+
| | GBP |
+--------------------------------------------------+--------------+
| | |
+--------------------------------------------------+--------------+
| Directors' fees | 49,500 |
+--------------------------------------------------+--------------+
| Auditors' remuneration* | 43,500 |
+--------------------------------------------------+--------------+
| | |
+--------------------------------------------------+--------------+
| | 93,000 |
+--------------------------------------------------+--------------+
* An additional GBP90,000 was paid to the Auditors for services provided in
relation to the raising of capital and the Company being listed on AIM. This has
been included in share issue costs (see note 9).
3 Tax on ordinary activities
The Company has been granted exemption from income tax in Guernsey under the
Income Tax (Exempt Bodies) (Bailiwick of Guernsey) Ordinance 1989, and is liable
to pay an annual fee (currently GBP600) under the provisions of the Ordinance.
As such it will not be liable to income tax in Guernsey other than on Guernsey
source income (excluding deposit interest on funds deposited with a Guernsey
bank). No withholding tax is applicable to distributions to Shareholders by the
Company.
The Investment Partnership will not itself be subject to taxation in Guernsey.
No withholding tax is applicable to distributions to partners of the Investment
Partnership.
Income which is wholly derived from the business operations conducted on behalf
of the Investment Partnership with, and investments made in, persons or
companies who are not resident in Guernsey will not be regarded as Guernsey
source income. Such income will not therefore be liable to Guernsey tax in the
hands of non-Guernsey resident limited partners.
Dividend income is shown gross of any withholding tax.
4 Loss per share
The calculation of basic and diluted loss per share is based on the return on
ordinary activities and on there being 105 million Ordinary Shares in issue.
5 Financial assets at fair value through profit or loss
+--------------------------------------------+--------------------+
| | As at 30 June 2010 |
+--------------------------------------------+--------------------+
| | GBP |
+--------------------------------------------+--------------------+
| | |
+--------------------------------------------+--------------------+
| Opening fair value at the beginning of the | - |
| period | |
+--------------------------------------------+--------------------+
| | |
+--------------------------------------------+--------------------+
| Purchases at cost | 7,569,420 |
+--------------------------------------------+--------------------+
| Fair value adjustments | (471,153) |
+--------------------------------------------+--------------------+
| | |
+--------------------------------------------+--------------------+
| Closing fair value at the end of the | 7,098,267 |
| period | |
+--------------------------------------------+--------------------+
6 Trade and other receivables
+--------------------------------------------+--------------------+
| | As at 30 June 2010 |
+--------------------------------------------+--------------------+
| | GBP |
+--------------------------------------------+--------------------+
| | |
+--------------------------------------------+--------------------+
| Prepaid directors' fees | 27,500 |
+--------------------------------------------+--------------------+
| Prepaid directors and officers insurance | 15,472 |
+--------------------------------------------+--------------------+
| | |
+--------------------------------------------+--------------------+
| | 42,972 |
+--------------------------------------------+--------------------+
| | |
+--------------------------------------------+--------------------+
7 Cash and cash equivalents
Cash and cash equivalents comprises cash held by the Group and short term
deposits held with Ogier Treasury (Guernsey) Limited. The carrying amount of
these assets approximates their fair value.
+--------------------------------------------+--------------------+
| 8 Trade and other payables | As at 30 June 2010 |
| | GBP |
+--------------------------------------------+--------------------+
| | 102,459 |
| Legal and professional fees | |
+--------------------------------------------+--------------------+
| Administration fee | 25,080 |
+--------------------------------------------+--------------------+
| Auditors' fees | 53,500 |
+--------------------------------------------+--------------------+
| Trademark licence fee | 3,287 |
+--------------------------------------------+--------------------+
| Management fee | 2,000 |
+--------------------------------------------+--------------------+
| | |
+--------------------------------------------+--------------------+
| | 186,326 |
+--------------------------------------------+--------------------+
9 Share capital and share premium
+--------------------------------------------+--------------------------------------------+
| | 2010 |
| | Consolidated |
+--------------------------------------------+--------------------------------------------+
| Authorised share capital | No. |
+--------------------------------------------+--------------------------------------------+
| Ordinary Shares of no par value | Unlimited |
+--------------------------------------------+--------------------------------------------+
| Issued and fully paid | No. |
+--------------------------------------------+--------------------------------------------+
| Ordinary Shares of no par value | 105,000,000 |
+--------------------------------------------+--------------------------------------------+
| | |
+--------------------------------------------+--------------------------------------------+
| | 2010 |
+--------------------------------------------+--------------------------------------------+
| | Consolidated |
+--------------------------------------------+--------------------------------------------+
| Share premium account | GBP |
+--------------------------------------------+--------------------------------------------+
| Share premium account upon issue | 105,000,000 |
+--------------------------------------------+--------------------------------------------+
| Less: Costs of issue | (2,363,375) |
+--------------------------------------------+--------------------------------------------+
| | |
+--------------------------------------------+--------------------------------------------+
| Balance at the end of the period | 102,636,625 |
+--------------------------------------------+--------------------------------------------+
On 9 March 2010 the Company completed its initial public offering and its shares
were admitted to trading on AIM. The share issue of 105,000,000 shares at GBP1
each raised gross cash proceeds of GBP105,000,000. Costs associated with the
issue were GBP2,363,375, which are deductible against the share premium reserve.
This equates to a cost of GBP0.023 per share.
10 Net asset value per share
+------------------------------------+--------------+----+--------------+
| | No. of | | Consolidated |
| | Shares | | Pence per |
| | | | Share |
+------------------------------------+--------------+----+--------------+
| 30 June 2010 | | | |
+------------------------------------+--------------+----+--------------+
| Ordinary shares | | | |
+------------------------------------+--------------+----+--------------+
| Basic and diluted | 105,000,000 | | 96.88 |
+------------------------------------+--------------+----+--------------+
11 Events after the balance sheet date
There were no events after the balance sheet date requiring disclosure in or
adjustment to the financial statements and as at the date of the Board of
Directors signing the financial statements.
12 Related party transactions
The Investment Partnership and its general partner, Sherborne Investors
(Guernsey) GP, LLC, have engaged Sherborne Investors Management (Guernsey) LLC
to serve as Investment Manager who is responsible for identifying the Selected
Target Company, subject to approval by the Board of Directors of the Company, as
well as day to day management activities of the Investment Partnership. The
Investment Manager is entitled to receive from the Investment Partnership a
monthly management fee equal to one-twelfth of 1% of the net asset value of the
Investment Partnership, less cash and cash equivalents and certain other
adjustments. At the period end management fees in the amount of GBP2,000 had
been accrued but not paid.
The sole member of Sherborne Investors (Guernsey) GP, LLC is Sherborne Investors
LP, which also serves as the Special Limited Partner of the Investment
Partnership. The Special Limited Partner is entitled to receive an incentive
allocation once aggregate distributions to partners of the Investment
Partnership, of which one is the Company, equal 110% of capital contributions to
the Investment Partnership, excluding amounts contributed attributable to
management fees. The incentive allocation is computed at 10% of the
distributions to all partners in excess of 110% and increases to 20% of the
distributions to all partners in excess of 150%. At the period end, no incentive
allocation has been accrued.
The Investment Manager and the Special Limited Partner are related parties due
to having common majority ownership of themselves or their parent entities.
Each of the Directors (other than the Chairman) receives a fee payable by the
Company currently at a rate of GBP30,000 per annum. The Chairman of the Audit
Committee receives GBP5,000 per annum in addition to such fee. The Chairman
receives a fee payable by the Company currently at the rate of GBP45,000 per
annum.
Individually and collectively, the Directors of the Company hold no shares of
the Company as at 30 June 2010.
13 Financial risk factors
The Group's investment objective is to realise capital growth from investment in
a Selected Target Company, identified by the Investment Manager with the aim of
generating significant capital return for Shareholders. Consistent with that
objective, the Group's financial instruments mainly comprise of an investment in
a Selected Target Company. In addition, the Group holds cash and cash
equivalents as well as having trade and other receivables and trade and other
payables that arise directly from its operations.
Liquidity risk
The Group has yet to invest the majority of the funds raised from the listing of
the Company, and as a result has a high level of cash and cash equivalents at
the date of the consolidated statement of financial position. The Group's cash
and cash equivalents are placed with a range of financial institutions having
utilised the services of Ogier Treasury (Guernsey) Limited.
The following table details the liquidity analysis for financial liabilities at
the date of the consolidated statement of financial position:
+------------------------------------+----------+-----------+----------+----------+----------+-----------+
| 2010 | | Less | | 1 - | | Total |
| Consolidated | | than | | 3 | | GBP |
| | | 1 | | months | | |
| | | month | | GBP | | |
| | | GBP | | | | |
+------------------------------------+----------+-----------+----------+----------+----------+-----------+
| | | | | | | |
+------------------------------------+----------+-----------+----------+----------+----------+-----------+
| Trade and other payables | | (130,826) | | (55,500) | | (186,326) |
+------------------------------------+----------+-----------+----------+----------+----------+-----------+
| | | | | | | |
+------------------------------------+----------+-----------+----------+----------+----------+-----------+
| | | (130,826) | | (55,500) | | (186,326) |
+------------------------------------+----------+-----------+----------+----------+----------+-----------+
Credit risk
The Company is exposed to credit risk in respect of its cash and cash
equivalents, arising from possible default of the relevant counterparty, with a
maximum exposure equal to the carrying value of those assets. The credit risk on
liquid funds is limited through the Group's utilisation of Ogier Treasury
(Guernsey) Limited. Ogier Treasury (Guernsey) Limited provides a service where
it places cash and cash equivalents with a range of counterparty banks with high
credit-ratings assigned by international credit-rating agencies. The Company
monitors the placement of cash balances on an ongoing basis.
The Group is exposed to credit risk in respect of its trade receivables and
other receivable balances with a maximum exposure equal to the carrying value of
those assets.
Market risk
Market price risk arises as a result of the Group's exposure to the future
values of the share price of the Selected Target Company. It represents the
potential loss that the Group may suffer through investing in the Selected
Target Company. Given the Group's exposure to a single investment there is no
way of mitigating this exposure. The Group is reliant on gaining sufficient
interests in the underlying target company which will allow the Investment
Manager to gain an element of control, possibly including board representation.
If there were to be a 10% movement in the quoted share price of the Selected
Target Company at the date of the consolidated statement of financial position,
this would have a positive or negative effect on the net asset value and total
comprehensive income of GBP709,827.
Interest rate risk
The Group is subject to risks associated with changes in interest rates in
respect of interest earned on its cash and cash equivalent balances. The Group
seeks to mitigate this risk by monitoring the placement of cash balances on an
ongoing basis in order to maximise the interest rates obtained. This risk is
also mitigated through the Company's use of Ogier Treasury (Guernsey) Limited
which has negotiated varying preferential interest rates with counterparties.
As at 30 June 2010
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| | Less | | 1 | | 3 | | Non- | | Total |
| | than | | month | | months | | interest | | GBP |
| | 1 | | to | | to | | bearing | | |
| | month | | 3 | | 1 year | | GBP | | |
| | GBP | | months | | GBP | | | | |
| | | | GBP | | | | | | |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| Assets | | | | | | | | | |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| Cash and cash | 94,769,242 | | - | | - | | - | | |
| equivalents | | | | | | | | | - |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| Investments held | - | | - | | - | | 7,098,267 | | 7,098,267 |
| at fair value | | | | | | | | | |
| through profit or | | | | | | | | | |
| loss | | | | | | | | | |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| Trade and other | - | | - | | - | | 42,972 | | 42,972 |
| receivables | | | | | | | | | |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| | | | | | | | | | |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| Total Assets | 94,769,242 | | - | | - | | 7,141,239 | | 7,141,239 |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| | | | | | | | | | |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| Trade and other | - | | - | | - | | (186,326) | | (186,326) |
| payables | | | | | | | | | |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| | | | | | | | | | |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
| Total Liabilities | - | | - | | - | | (186,326) | | (186,326) |
+-------------------+-------------+----------+--------+----------+--------+----------+-----------------+----------+------------+
As at 30 June 2010, the total interest sensitivity gap for interest bearing
items was GBP94,769,242.
As at 30 June 2010, interest rates reported by the Bank of England were 0.50%
which would equate to income of GBP473,846 per annum if interest bearing assets
remained constant. If interest rates were to fluctuate by 0.25%, this would have
a positive or negative effect of GBP236,923 on the Group's annual income.
Capital risk management
The capital structure of the Company consists of proceeds raised from the issue
of Ordinary Shares.
As at 30 June 2010, the Group is not subject to any external capital
requirement.
The Board of Directors believe that at the date of the consolidated statement of
financial position there were no material risks associated with the management
of the Company's capital.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR LLFSRTIIRLII
1 Year Sherborne Investors Chart |
1 Month Sherborne Investors Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
