oryx international growth fund limited report and accounts

Transcription

ORYX INTERNATIONAL
GROWTH FUND LIMITED
REPORT AND ACCOUNTS
FOR THE YEAR ENDED
31 MARCH 2007
ORYX INTERNATIONAL GROWTH FUND LIMITED
INDEX
PAGE
DIRECTORS
2
INTRODUCTION
3
CHAIRMAN’S STATEMENT
4
INVESTMENT ADVISER’S REPORTS
5
TEN LARGEST EQUITY HOLDINGS
7
INVESTMENT SCHEDULE
10
DIRECTORS’ REPORT
13
REPORT OF THE INDEPENDENT AUDITORS
19
CONSOLIDATED BALANCE SHEET
21
COMPANY BALANCE SHEET
22
CONSOLIDATED INCOME STATEMENT
23
CONSOLIDATED STATEMENT OF CASH FLOWS
24
NOTES TO THE ACCOUNTS
25
ADMINISTRATION
37
NOTICE OF ANNUAL GENERAL MEETING
38
Page 1
DIRECTORS
NIGEL CAYZER (Chairman)
British
Chairman of Aberdeen Asian Smaller Companies Investment Trust plc.
CHRISTOPHER MILLS
British
Director of J O Hambro Capital Management Limited, Chief Executive of North Atlantic Smaller
Companies Investment Trust plc, Chief Executive of American Opportunity Trust plc.
RUPERT EVANS
British
Consultant to Ozannes.
SIDNEY CABESSA
French
Chairman of CIC Finance, Investment Fund, subsidiary of the 5th French banking group,
CIC - Crédit Mutuel. Director of Nature et Découvertes, International Metal Service, Nord Est,
Club-Sagem, Crédit Industriel de Normandie, CIC Securities, CIC Capital Privé,
Medias-Participation, HRA Pharma, Carlyle Europe.
COLIN HANNAWAY
American
Senior Vice President of Sterling Grace Corporation, Director of Trustees Executors Limited (NZ),
Director of Sheffield Investments Holdings (NZ).
WALID CHATILA
Canadian
Director of Finance and Administration of Emirates Holdings.
JOHN RADZIWILL (appointed 1 May 2007)
British
Director of International Assets Holding Corp, Lionheart Partners, Inc., USA Micro Cap Value
Co. Ltd, Goldcrown Group Limited and Baltimore (Bermuda) Ltd (formerly Acquisitor
Holdings Ltd) and Baltimore (Guernsey) Ltd (formerly New York Holdings Ltd).
Page 2
INTRODUCTION
POLICY
The investment policy of the Company is to develop a long-term portfolio, principally of equity and
equity-related investments in medium and small companies. Dividend income will be a secondary
consideration in making investment decisions.
STRUCTURE
The Company is a closed-ended investment company incorporated in Guernsey as a company
limited by shares and listed on the main market of the London Stock Exchange. The issued capital
during the year comprises the Company's Ordinary Shares and also the C Shares issued to
shareholders of Baltimore plc (see Note 1).
MANAGER & INVESTMENT ADVISER
The manager and investment adviser during the year was North Atlantic Value LLP, a limited
liability partnership incorporated under the Limited Partnerships Act 2000 (partnership number
OC304213) and regulated by the Financial Services Authority.
Page 3
CHAIRMAN’S STATEMENT
The year under review was one of significant change for your company.
In the first half of the year, the company successfully completed the acquisition of Baltimore plc.
This was done through the issuance of a new class of “C” shares. These shares have traded in
parallel with the ordinary shares since the completion in July 2006. Since that date the Investment
Manager, North Atlantic Value, has been aligning the two portfolios so as to allow the two classes
of shares to be merged into one. The board are hopeful of bringing forward proposals to effect this
during the second half of the year.
In the second half of the year, your company merged with American Opportunity Trust PLC and
this was completed in February 2007.
The cost of these transactions was largely paid by third parties. The costs of acquiring Baltimore was
borne by the shareholders of Baltimore and a significant part of the cost of American Opportunity
Trust was borne by that company’s shareholders and J O Hambro Capital Management. The effect
of these two transactions was to bring additional assets to the company of £46m. This will help
liquidity and spread the costs over a significantly greater asset base, thereby benefiting all
shareholders.
I am very pleased to report another set of solid results with the Published Net Asset Value of the
ordinary shares rising by 11% and the C shares (since July 2006) by 15%. This satisfactory trend of
delivering value to shareholders is derived from our strategy of only investing in companies where
value can be identified and realised through pro-active management.
In 2005, in line with the original prospectus, a special resolution was included in the 2005 Annual
General Meeting to wind the Company up. At that time, we indicated that a similar resolution
would be put to shareholders in 2007 and every two years thereafter. We will include the same
resolution in this year’s AGM but, having consulted with a number of significant shareholders, your
board does not believe it will succeed. If that is the case, a similar resolution will be put in 2009.
In line with our stated policy, your Board do not propose paying a dividend, however it will be our
intention to continue buying in ordinary shares when the discount allows it to be enhancing to net
asset value.
The current year has started well and your board views the future with confidence.
Nigel Cayzer
Chairman
Page 4
INVESTMENT ADVISER’S REPORTS
INVESTMENT ADVISER'S REPORT - ORDINARY SHARES
During the year ended 31 March 2007, the published net asset value per ordinary share rose by 11%
as compared with a rise in the FTSE Small Cap Index of 11% and a fall in the AIM Index of 4%.
Quoted Portfolio:
United Kingdom:
The Trust continues to benefit from the Trust’s activist strategy. A major stake was taken in Compel
and this has now been sold following a takeover bid. The holding in Augean was sold to a strategic
buyer at a premium and then acquired back at a lower price. Georgica has announced it will break
itself up as, to some extent, has Gleeson. TelecomPlus performed very well during the year rising
50% having entered into arrangements with RWE which could lead to a bid within the next two
years. BBA split itself into two companies and we have increased our holding in BBA Aviation,
which we believe has excellent growth prospects. Nationwide Accident, which was held in the
Trust’s private portfolio, performed extremely well following its IPO rising nearly 50%.
A recent investment – Cardpoint – rose 10% following the introduction of a new management team.
Assetco - another recent investment – rose 10% and since the end of the period a further 15%. Two
holdings – Watermark and Lambert Howarth – were disappointing although there is reason to
believe that there could be a recovery from the current depressed levels. Finally, the Trust took a
significant position in an IPO – Inspired Gaming – which has subsequently risen by nearly 60%
since the listing.
United States:
The majority of the United States portfolio was acquired following the recent acquisition of AOT.
To date, one success has been achieved – Lesco which rose by nearly 40% following a takeover.
Netbank on the other hand has been disappointing.
Unquoted Portfolio:
The unquoted portfolio performed well during the period under review. Santa Maria/Ontario was
taken over in January whilst Carwash has received a bid which has subsequently gone through.
Unfortunately, the benefit to the Trust was to some extent offset by the weakness of the Canadian
and US dollar respectively.
DM Technical Services was written up to reflect an outstanding trading performance in anticipation of
an IPO in 2007. Should this be successful this will result in a further significant uplift in valuation.
Motherwell Bridge is also exceeding expectations and is likely to be written up later in the current year.
Outlook:
Markets have continued to perform surprisingly well despite the extended nature of the markets
rise since April 2003 against a background of rising interest and inflation rates.
The portfolio is heavily orientated towards special situations where in many cases we are working
to extract value and this should provide some protection in the event of a market downturn.
The unquoted portfolio should add further value to the company but this is now relatively small
and it is hard to find transactions at attractive prices given the plethora of private equity capital
available at this time.
In conclusion it is anticipated that the company will continue to make progress in the current year.
North Atlantic Value LLP
July 2007
Page 5
INVESTMENT ADVISER’S REPORTS (continued)
INVESTMENT ADVISER'S REPORT - C SHARES
Since the acquisition of Baltimore for Oryx C shares the published net asset value of an Oryx C share
has risen by 15% compared to rises in the FTSE Small Cap Index of 17% and the AIM Index of 10%.
Since Baltimore’s acquisition, your investment advisors have worked diligently to resolve a number
of legacy issues. Assets held in an Employment Benefit Trust have been returned and the company’s
self insurance programme has been closed down and the capital recovered. The company’s
extensive network of overseas subsidiaries are being closed down, but this is proving to be a
laborious process and will probably not be completed until September. The C investment portfolio
however is now very similar to that of Oryx and as soon as the remaining subsidiaries are
liquidated, it is the board’s intention to complete the merger of the two entities.
Good progress has been made across the portfolio. The old investments in Baltimore have largely
been disposed of at a premium to the transfer value. The only large holding left is Bavaria which
has reported excellent results and has risen by nearly 20%.
The new investments have generally performed well with particular attention to Compel +70%,
Inspired Gaming +55%, Gleeson +10%, TelecomPlus +33% and Electronic Data Processing +20%.
This to some extent is offset by Avanti Screen Media down 11% and Watermark which, although a
small holding, fell 50%.
July 2007
Page 6
TEN LARGEST EQUITY HOLDINGS
as at 31 March 2007
UK Treasury Bill 0% 05/08/2007 Cost £5,453,970 (5,500,000 shares)
Market value £5,470,671 representing 6.68% of Net Asset Value
Compel Group Plc Cost £2,701,356 (2,930,000 shares)
The company is a small conglomerate offering technology rental services and consulting. Profits
rose 60% last year and the outlook for the current years is good. The shares were acquired at a
significant discount to the estimated underlying value of the business. The business has recently
been acquired at a substantial premium to cost.
BBA Aviation Plc Cost £4,058,018 (1,450,000 shares)
BBA Aviation serves two primary markets – Flight Support and Aftermarket Services and Systems.
Flight Support services include refuelling, cargo handling, ground handling and other services to
the business and commercial aviation markets. Aftermarket Services and Systems activities include
overhaul of jet engines, supply of aircraft parts, design, manufacture and overhaul of landing gear,
aircraft hydraulics and other aircraft equipment. BBA Aviation's major markets include the USA,
Asia, the UK and Europe, with company headquarters in London, England. With annual sales of
£1.0 billion BBA Aviation's businesses have a leading market position and strong growth potential.
They employ 10,700 people in 11 countries on 5 continents.
Bavaria Industriekapital Cost £1,933,664 (91,450 shares)
"BAVARIA Industriekapital AG is an industrial holding company with more than 3,000 employees.
They invest in European businesses that match one or more of the following criteria:
i) Industrial manufacturing or services businesses with a minimum turnover of EUR 50 million;
ii) Strong market position with a good reputation and stable customer base;
iii) Special situations / businesses in a state of upheaval (e.g. change in management or strategy
required, unresolved succession issues, low profitability).
They usually acquire the majority of the equity in our portfolio companies and actively manage
investments to increase the return on investment and to ensure the long-term success of the business.
This investment was acquired as part of the Baltimore portfolio. A 3 for 1 stock split is planned with
an x-date 30/8/07. The business is cash rich and undervalued."
Page 7
TEN LARGEST EQUITY HOLDINGS (continued)
as at 31 March 2007
Cardpoint Plc Cost £3,066,709 (3,457,393 shares)
"Cardpoint is the market leader in the independent cash machine sector with operations in the UK
and Germany. The company also operates cash machines for banks and building societies. In the
UK, Cardpoint operates cash machines for Bradford & Bingley and Norwich and Peterborough
Building Societies. In Germany Cardpoint has a partnership with GE Money Bank. The company,
which has its headquarters in Blackpool, has over 5,500 terminals in the UK & Europe. These are
split between:
i) Over 5,000 cash machines installed across the UK, processing more than 8 million transactions a
month and dispensing more than £300 million in cash each month
ii) 750 cash machines installed across Germany.
Cardpoint is a full member of the LINK Network the only branded shared network of cash
machines and self-service terminals in the UK. The service provides a telecoms and settlement
infrastructure to its members. It allows some 98 million cardholders of every member financial
institution to use the cash machine of another LINK member.”
Gleeson (MJ) Group Plc Cost £2,409,709 (741,497 shares)
Gleeson (MJ) Group Plc is a construction operations company. The Group builds houses and private
purchases housing associations and local authorities, in addition to providing electrical/mechanical
engineering contracting, property investment, and residential and commercial development
services. The company has announced a radical restructuring of its business portfolio which is
expected to significantly enhance shareholder value over the next twelve months.
Inspired Gaming Group Plc Cost £1,832,401 (1,000,000 shares)
"Inspired Gaming Group Plc (INGG) is the leading player worldwide in the Open Server-Based
Gaming (Open SBG™) market and is also the leading provider of analogue and Open SBG™
machines in the UK for the leisure and gaming markets.
The Group provides Open SBG™ software systems and Open SBG™ digital and networked
terminals in seven countries today. The Group manages over 82,000 machines across the UK, of
which in excess of 20,000 are already on the Open SBG™ platform. The Group also has over 15,000
machines connected to its network overseas.
The Group's customer base includes pubs, bars, casinos, bingo halls, licensed betting offices, holiday
parks and other out of home leisure venues. Key customers include the major pub companies and
gaming companies such as William Hill and Gala Coral Group.
The Group is also the leading provider of Fixed Odds Betting Terminals, itbox skill gaming
terminals, and other Open SBG™ variants."
Page 8
TEN LARGEST EQUITY HOLDINGS (continued)
as at 31 March 2007
Telecoms Plus Plc Cost £1,961,163 (1,438,832 shares)
The company is the UK’s leading bill aggregate for the utility industry offering its clients all of the
major utilities through a simple monthly payment. The company has substantial cash balances and
no debt.
Earlier this year the company entered into a performance related contract which gave Powergen the
right to acquire the business at about twice the current share price. The company recently stated that
trading was ahead of budget.
RPC Group Plc Cost £2,921,100 (1,071,215 shares) - (LSE Listed)
"The RPC Group is Europe`s leading manufacturer of rigid plastic packaging, unique in offering
products made by all three main conversion processes, blowmoulding, injection moulding and
thermoforming. It has over 50 autonomous manufacturing sites in 13 countries employing in excess
of 6,800 people.
RPC serves a comprehensive range of customers - from the largest European manufacturers of
consumer products, to smaller national businesses. It has a particularly strong position in the beauty
and personal care sector, the vending and drinking cup market, the margarine and spreads sector
and multilayer sheet and packs for oxygen sensitive food products."
Asset Co plc Cost £2,229,846 (1,473,540 shares) - (AIM Listed)
"AssetCo is a leading provider of total managed services to UK fire and rescue authorities. The
company designs, builds and converts specialist vehicles and equipment for emergency and
mission critical service clients. AssetCo plc was formed following the reverse takeover of AssetCo
Group Limited by Asfare Group plc on the 30th March 2007. AssetCo plc headquarters are in
Ruislip, Greater London and we employ around 500 people in 8 locations.
The business is organised into two distinct operating divisions:
The Emergency Service Division brings together the combination of our operational management
expertise and strength of our Vehicles and Equipment within the emergency services supply chain
to deliver a range of fully managed services.
The Emergency Equipment Division has been established to ensure our clients have access to an
extensive range of specialist vehicles and equipment all from under one roof."
Page 9
INVESTMENT SCHEDULE
as at 31 March 2007
(Expressed in pounds sterling)
Holding
Fair
Value
£
Proportion of
Net Assets
%
500,000
120,000
1,473,540
1,700,000
200,000
654,100
1,000,000
8,800
91,450
1,450,000
1,621,330
3,457,393
3,000
9,685,000
2,500,000
2,930,000
30,000
3,740,000
100,000
450,000
94,400
1,650,000
1,500,000
741,497
1,000,000
490,183
1,000,000
5,000
5,000
600,000
206,057
200,000
12,000,000
120,000
950,000
410,000
1,275,000
30,000
1,000
1,306,250
2,176,000
1,840,000
1,067,965
2,505,018
2,210,000
204,000
1,687,578
20,000
191,730
3,356,345
4,074,500
376,959
3,224,019
129,000
338,734
1,562,500
4,307,100
99,000
2,468,400
599,000
463,500
855,939
2,029,500
75,291
3,025,307
1,440,000
141,768
2,957,500
8,850
3,388
339,000
1,509,736
1,315,169
2,160,000
794,582
1,662,500
459,751
714,000
74,100
9,386
914,375
1,517,760
2.25
1.30
3.06
2.70
0.25
2.06
0.02
0.23
4.10
4.97
0.46
3.94
0.16
0.41
1.91
5.26
0.12
3.01
0.73
0.57
1.05
2.48
0.09
3.69
1.76
0.17
3.61
0.01
–
0.41
1.84
1.61
2.64
0.97
2.03
0.56
0.87
0.09
0.01
1.12
1.85
LISTED INVESTMENTS
Great Britain - Equities (90.40%, 2006: 56.69%)
Aero Inventory Plc
American Physicians Service Corp
AssetCo Plc
Augean Plc
Aurum Mining Plc
Avanti Screenedia Group Plc
Babble.Net Group Plc
Bancorp Rhode Isalnd Inc
Bavaria Industriekapital
BBA Aviation Plc
Bionostics Plc
Cardpoint Plc
Castle Acquisitions Plc
Chapelthorpe Plc
Communisis Plc
Compel Group Plc
Davenham Group Plc
Electronic Data Processing Plc
Enterprise Plc
Fayrewood Plc
Franklin Bank Corp (Houston)
Georgica Plc
Global Voice Group Ltd
Gleeson (MJ) Group Plc
Hampson Industries Plc
Icarbon Corp
Inspired Gaming Group Plc
James Cropper Plc
Jarvis Plc
Lambert Howarth Group Plc
Lesco Inc
Meadow Valley Corp
Mid States Plc
MTR Gaming Group Inc
Nationwide Accident Repair Services Plc
NetBank Inc
Newfound
Optos Plc
Park-Ohio Holdings Corp
Parity Group Plc
Photo-Me International Plc
Page 10
INVESTMENT SCHEDULE (continued)
as at 31 March 2007
Holding
Fair
Value
£
Proportion of
Net Assets
%
102,592
30,000
1,020,333
818
1,064,554
1,071,215
5,000
1,000
30,000,000
79,500
302,844
1,438,832
4,400,000
5,000
500,000
5,500,000
2,990,000
400,000
40,000
375,000
220,574
528,655
1,703,956
–
–
2,707,496
15,675
7,550
824,121
450,978
1,077,169
2,827,306
1,540,000
3,300
705,279
5,470,671
627,900
1,156,000
948,626
487,500
0.27
0.65
2.08
–
–
3.31
0.02
0.01
1.01
0.55
1.32
3.45
1.88
–
0.86
6.68
0.77
1.41
1.16
0.60
74,036,006
90.40
207,708
35,777
240,862
0.25
0.04
0.29
484,347
0.58
74,520,353
90.98
LISTED INVESTMENTS (continued)
Pinewood Shepperton Plc
Prosperity Bancshares Inc
Quarto Group Inc
Quokka Sports Inc
Quokka Sports Inc Sun Notes
RPC Group Plc
RWS Holdings Plc
Renishaw Plc
Sirvis IT Plc
Sterling Banchares Inc
Sunlink Health Systems Inc
Telecoms Plus Plc
Tinopolis Plc
Top Ten Holdings Plc
TRM Corp
UK Treasury Bill 0% 05/08/2007
Watermark Group Plc
Whatman Plc
W-H Energy Services Inc
WH Ireland Group Plc
USA and Canada - Equities 0.58% (2006: 3.30%)
Catalina Lighting Inc
Nasdaq Stock Market Inc
PVC Container Corp
Total Listed Investments
Page 11
60,200
2,400
101
INVESTMENT SCHEDULE (continued)
as at 31 March 2007
Holding
Fair
Value
£
Proportion of
Net Assets
%
77,759
472,241
35,000
97,803
245,092
595,000
500,000
406,668
203,334
270
100,000
777,590
510,020
35,000
–
–
89,250
–
406,668
203,334
945,000
–
0.95
0.62
0.04
–
–
0.11
–
0.50
0.25
1.15
–
2,966,862
3.62
4,860
150,019
570,820
211,998
303,165
–
–
–
0.01
0.18
0.70
0.26
0.37
–
–
–
1,240,862
1.52
4,207,724
5.14
78,728,077
96.12
5,593,509
6.83
(2,417,219)
(2.95)
UNLISTED INVESTMENTS
Great Britain - Equities (3.62%, 2006: 13.76%)
DM Technical, Plc
DM Technical Preference Shares
Gei Group Ltd B Shares
IPT Group Class A Shares
Icarbon Warrants
Izodia Plc
Langbar International Ltd
Motherwell Bridge
Motherwell Bridge Loan
Orthoplastics Ltd
Wembley Plc
USA and Canada - Equities 1.52% (2006: 2.90%)
Car Wash Partners
Car Wash Ser B Pref
Car Wash Ser C Pref
Lionheart USA Micro Partners
Primesco, Inc
Progeny Holdings Common
Progeny Preference
Progeny Senior
Total Unlisted Investments
Total Investments
Cash
Other Net Liabilities
47,905
328,516
1,875,000
1
21,339
188
289
56,418
£81,904,367
Total Net Assets
Page 12
100.00
DIRECTORS’ REPORT
The Directors are pleased to present their Report and the Accounts of the Company for the year
ended 31 March 2007.
CORPORATE GOVERNANCE
INTRODUCTION
A statement of the Company's compliance with the corporate governance principles as laid down
in the Combined Code issued by the United Kingdom Listing Authority and how these principles
have been applied is provided below. Where the Company differs from the Combined Code, it is
highlighted below.
THE BOARD
The Board is comprised of six independent non-executive Directors including the Chairman Nigel
Cayzer and one non-executive director, Christopher Mills who is an employee of the Investment
Manager. John Radzwill was appointed to the board on 1 May 2007. The Board does not consider it
necessary to appoint a senior independent Director. An evaluation of directors' performance has not
taken place during the period under review.
The Audit Committee is chaired by Nigel Cayzer, the Board is in the process of considering whether
another independent non-executive Director should be appointed in place of Mr. Cayzer in order to
comply with the Combined Code. The Audit Committee comprises of the entire Board, which, given
its small size and constitution is considered appropriate. In order to comply with the Combined
Code the Audit Committee will be reconstituted to comprise of wholly independent non-executive
directors. During the year to which these accounts relate there were five Board Meetings held on
5 September 2006, 19 September 2006, 3 October 2006, 20 December 2006 and 23 February 2007.
The full Board also comprised the Nominations Committee which sits as and when appropriate to
replace directors who retire from the Board. The Board has not deemed it necessary to appoint a
remuneration committee as, being comprised of a majority of wholly independent Directors, the
whole board considers these matters on an ongoing basis. The table below shows the number of
Board Meetings attended by each director during the accounting year.
Director
Board Meetings
Attended
Audit Committee Meetings
Attended
Mr. N. Cayzer
Mr. R. Evans
Mr. C. Hannaway
Mr. S. Cabessa
Mr. W. Chatila
Mr. C. Mills
Mr. J. Radziwill (appointed 1 May 2007)
5
4
4
4
4
4
–
3
4
–
1
1
–
–
Directors are appointed initially until the following Annual General Meeting when, under the
Company's Articles of Association it is required that they be re-elected by shareholders. Thereafter
two directors shall retire by rotation, or if only one director is subject to retire by rotation he shall
retire. The retiring directors will then be eligible for reappointment.
Page 13
DIRECTORS’ REPORT (continued)
INTERNAL CONTROLS
The Board has delegated the responsibility for the management of the Company's investment
portfolio, the provision of custody services and the administration, registrar and corporate
secretarial functions including the independent calculation of the Company's Net Asset Value and
the production of the Annual Report and Audited Financial Statements. Whilst the Board delegates
responsibility, it retains responsibility for the functions it delegates out and is responsible for the
system of internal control. Formal contractual agreements have been put in place between the
company and providers of these services. The Board of Directors directly on an ongoing basis and
via its Audit Committee is in the process of formalising a system to identify and manage the risks
inherent in such contractual arrangements by assessing and evaluating the performance of the
service providers including financial, operational and compliance controls and risk management
systems.
On an ongoing basis compliance reports are provided at each board meeting from the Custodian
and Administrator, and the Audit Committee will review the SAS 70 reports on these service
providers. The extent and quality of the systems of internal control and compliance adopted by the
Investment Manager, will also be reviewed on a regular basis.
The Board believes that it has implemented an effective system for the assessment of risk, but the
Company has no staff, has no internal audit function and can only give reasonable but not absolute
assurance that there has been no material financial misstatement or loss.
AUDIT COMMITTEE
The function of the Audit Committee is to ensure that the Company maintains the highest standards
of integrity, financial reporting and internal control.
The Audit Committee will meet with the Company's external auditors at least twice a year to review
the Annual and Semi-annual Accounts.
The Audit Committee may meet more frequently if the Audit Committee deems necessary or if
required by the Company's Auditors.
The Company's Auditors shall be advised of the timing of the Audit Committee Meetings.
The Audit Committee shall have access to the Compliance officers of the Investment Manager,
the Investment Adviser, the Administrator and the Custodian.
The Company Secretary shall be the Secretary of the Audit Committee and shall attend all Meetings
of the Audit Committee.
The duties and terms of reference of the Committee are:
1) To review and make recommendations on the appointment of the Company's Auditors, the
scope of the audit, the audit fee and any questions of resignation or dismissal of the Auditors;
2) To discuss with the Auditors the nature and scope of the audit and to keep under review such
scope and its cost-effectiveness;
3) To receive and review a Report from the Company's Auditors and to discuss any matters arising
from the audit and recommendations made by them;
Page 14
AUDIT COMMITTEE (continued)
4) To review the Company's Semi-annual and Annual Accounts and any other financial
information to be published by the Company, in each case before issue or publication prior to
their submission to the Board having particular regard to:
a) Whether the accounting policies continue to be appropriate to the business;
b) any changes in accounting policies or practice and whether they are appropriate to the
business;
c) any important areas were judgement must be exercised e.g. valuation of unquoted
investments;
d) any significant adjustments arising from the audit;
e) the going concern assumption;
f) other legal or UK Listing Authority requirements;
5) To ensure that the internal controls systems of the service providers are adequate. To receive
reports from the Company's service providers covering internal control systems and procedures
supported either by SAS 70 or FRAG 21 Reports. In light of the above, to review the Company's
statement on internal controls prior to endorsement by the Board;
6) To monitor the company's procedures for ensuring compliance with statutory, regulatory and
other financial reporting requirements i.e. the Guernsey Financial Services Commission, and the
London Stock Exchange;
7) To review significant transactions outside the Company's normal business (e.g. Company share
buy backs);
8) To consider any other topics referred to it by the Board.
The Audit Committee is satisfied that auditor objectivity and independence is maintained.
The Audit Committee is authorised by the Board to investigate any activity within its terms of
reference. It is authorised to obtain outside legal or other independent professional advice and to
secure the attendance of outsiders with relevant experience and expertise if it considers this
necessary. The Board on an ongoing basis evaluates its own effectiveness, the effectiveness of its
Committees and the division of responsibilities between the Board and the Investment Manager.
SHAREHOLDER RELATIONS
The Board monitors the trading activity and shareholder profile on a regular basis and maintains
contact with the Company's principal market makers to ascertain the views of shareholders.
Shareholder sentiment is also ascertained by the careful monitoring of the discount/premium that
the shares are traded in the market against the NAV per share when compared to the discounts
experienced by the Company's peer group. Major shareholders are contacted directly on a regular
basis, and shareholders are invited to attend the Company's Annual General Meeting in person and
ask questions of the Board of Directors and Investment Manager.
The Company reports to Shareholders twice a year and a proxy voting card is sent to shareholders
with the Annual Report and Financial Statements. The Registrar monitors the voting of the
shareholders and proxy voting is taken into consideration when votes are cast at the Annual
General Meeting. Shareholders may contact the Directors via the Company Secretary.
Page 15
NOMINATION COMMITTEE
A nomination committee has been established whose responsibilities include:
– Leading the process for Board appointments; and
– Making recommendations to the Board.
The nomination committee consists of independent non-executive directors.
LITIGATION
The Company is not engaged in any litigation or claim of material importance, nor, so far as the
Directors are aware, is any litigation or claim of material importance pending or threatened against
the Company.
INTERNAL AND FINANCIAL REPORTING
The Board is responsible for establishing, maintaining and reviewing the effectiveness of the
Company’s system of internal control. Internal control systems are designed to meet the particular
needs of the company and the risks to which it is exposed, and by their very nature provide
reasonable, but not absolute, assurance against material misstatement or loss. The key procedures
which have been established to provide effective internal controls are as follows:
- BNP Paribas Fund Services (Guernsey) Limited is responsible for the provision of
administration and company secretarial duties, HSBC Securities Services (Guernsey) Limited
resigned as administrator and company secretary with effect from 31 March 2007;
- The duties of investment management, accounting and the custody of assests are segregated.
The procedures are designed to compliment one another;
- The non-executive Directors of the Company clearly define the duties and responsibilities of
their agents and advisers in the terms of their contracts; and
- The Board reviews financial information produced by the Manager on a regular basis.
DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing accounts for each financial year which give a true and
fair view of the state of affairs of the Company and of the surplus or deficit for that year and are in
accordance with applicable laws. In preparing these accounts, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable and prudent;
– state whether applicable accounting standards have been followed subject to any material
departures disclosed and explained in the accounts; and
– prepare the accounts on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
RESULTS
The results for the year are set out on page 23. The Directors do not propose payment of a dividend
(2006 - Nil).
CAPITAL VALUES
At 31 March 2007 the value of consolidated net assets available to shareholders was £ 81,904,367
(2006 - £31,352,800) and the consolidated Net Asset Value per share was £3.27 (2006 - £2.96) for
ordinary shares and £1.15 for C Shares. This was £ 3.27 (2006 - £2.96) for ordinary shares and £1.15
for C Shares on a diluted basis, as shown in the Consolidated Balance Sheet on page 21.
Page 16
DIRECTORS
The Directors listed on page 2 all served throughout the year under review except John Radzwill
who was appointed to the board on 1 May 2007.
In accordance with Article 76 of the Articles of Association of the Company, C. Hannaway, C. Mills
and W. Chatila resigned from the Board of Directors on 21 December 2006 at the Annual General
Meeting, and were re-appointed to the Board of Directors at the same time.
Certain Directors have an interest in the Company by way of their investment in the shares of the
Company. The details of these interests, at 31 March 2007 and the date of this report, are as follows:
Directors' Investments
Christopher Mills holds a beneficial interest of 328,716 Ordinary Shares.
Nigel Cayzer holds a non-beneficial interest of 540,000 C Shares.
No other Directors had a beneficial or non-beneficial interest in the Company during the year under
review.
Directors’ Interests
1) Christopher Mills is a principal shareholder and director of J O Hambro Capital Management
(Holdings) Limited, which in turn holds 100% of issued share capital in North Atlantic Value
LLP, the Manager and Investment Adviser. The Investment Adviser is entitled to fees as detailed
in note 7.
2) Rupert Evans is a consultant to the law firm Ozannes, the legal adviser to the Company and was
a director of the previous Manager, which receives remuneration.
3) There are no Directors’ service contracts with the Company.
INVESTMENT MANAGER
In the opinion of the Directors, the continuing appointment of the investment manager on the terms
agreed is in the best interests of the shareholders as a whole. The principal contents of the
investment management agreement are disclosed in note 7 to these accounts.
SIGNIFICANT SHAREHOLDINGS
The Directors are aware of the following shareholdings, which represent a beneficial interest of 3%
or more of the issued share capital of the Company:
Shareholder
Number of Ordinary Shares
31 March 2007
Bank of New York (Nominees) Limited
Bank of New York (Nominees) Limited
Chase Nominees Limited
Hussain Al Nowais
Nortrust Nominees Limited
Credit Suisse Client Nominees (UK) Limited
Citivic Nominees Limited
State Street Nominees Limited
3,258,859
2,739,000
1,512,500
1,150,000
847,161
735,000
514,000
500,000
Page 17
SIGNIFICANT SHAREHOLDINGS (continued)
Shareholder
Number of C Shares
31 March 2007
BNY (OCS) Nominees Limited
HSBC Global Custody Nominee (UK)
The Bank Of New York (Nominees)
Goldman Sachs Securities (Nominees)
Baltimore Capital Plc Trustee
Nortrust Nominees Limited
Hanover Nominees Limited
The Bank Of New York (Nominees)
5,081,942
2,542,376
2,508,727
2,020,437
1,910,162
1,851,791
1,243,196
1,194,682
1,065,989
1,046,222
888,324
768,401
FUTURE OF THE COMPANY
As described in the Chairman's Statement, a special resolution will be included in the 2007 Annual
General Meeting to wind the Company up. Having consulted with a number of significant
shareholders, the Board does not believe it will succeed and therefore considers it appropriate to
prepare the financial statements on a going concern basis. Accordingly, these financial statements
do not include adjustments that might arise from a winding up of the Company. Such adjustments
could result in a reduction in the reported Net Asset Value per share.
SECRETARY
The Secretary as at 31 March 2007, HSBC Securities Services (Guernsey) Limited, had been in office
for the year under review.
CHANGE OF SECRETARY, ADMINISTRATOR AND CUSTODIAN
HSBC Securities Services (Guernsey) Limited resigned as secretary and administrator and HSBC
Custody Services (Guernsey) Limited resigned as custodian of the Company with effect from
31 March 2007. BNP Paribas Fund Services (Guernsey) Limited has been appointed as secretary,
administrator and custodian with effect from 1 April 2007.
AUDITORS
Following the transfer of their business to RSM Robson Rhodes (Guernsey) Limited with effect from
1 January 2007, RSM Robson Rhodes resigned as auditors on 19 July 2007 and the directors
appointed their successors, RSM Robson Rhodes (Guernsey) Limited, as auditors. This appointment
will be ratified at the next annual general meeting.
BY ORDER OF THE BOARD
Sidney Cabessa, Director
Rupert Evans, Director
24 September 2007
Page 18
REPORT OF THE INDEPENDENT AUDITORS
TO THE SHAREHOLDERS OF ORYX INTERNATIONAL GROWTH FUND LIMITED
We have audited the consolidated financial statements of Oryx International Growth Fund Limited
and subsidaries for the year ended 31 March 2007 on pages 21 to 36. These financial statements have
been prepared in accordance with the accounting policies set out therein.
This report is made solely to the company's shareholders, as a body, in accordance with section 64
of The Companies (Guernsey) Law, 1994. Our audit work has been undertaken so that we might
state to the company's shareholders those matters we are required to state to them in an auditors'
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 shareholders as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditors
The Directors' responsibilities for preparing the Annual Report and the Financial Statements in
accordance with applicable Guernsey Law and United Kingdom Accounting Standards (generally
accepted accounting practice) are set out in the Directors' Report under the heading of Directors'
Responsibilities.
Our responsibility is to audit the Financial Statements in accordance with relevant legal and
regulatory requirements and International Standards on Auditing (UK & Ireland). We report to you
our opinion as to whether the Financial Statements give a true and fair view and whether the
Financial Statements have been properly prepared in accordance with The Companies (Guernsey)
Law, 1994. We also report to you if, in our opinion, the Directors' Report is not consistent with the
Financial Statements, if the Company has not kept proper accounting records or if we have not
received all the information and explanations we require for our audit.
We read other information contained in the Annual Report and consider whether it is consistent
with the audited Financial Statements. The other information comprises the Chairman's Statement,
the Investment Adviser's Report, the Directors' Report, the details of the Ten Largest Equity
Holdings and the Investment Schedule. We consider the implications for our report if we become
aware of any apparent misstatements or material inconsistencies with the Financial Statements.
Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland)
issued by the Auditing Practices Board in the United Kingdom. An audit includes examination, on
a test basis, of evidence relevant to the amounts and disclosures in the Financial Statements. It also
includes an assessment of the significant estimates and judgements made by the Directors in the
preparation of the Financial Statements, and of whether the accounting policies are appropriate to
the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance
that the Financial Statements are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the
presentation of information in the Financial Statements.
Page 19
REPORT OF THE INDEPENDENT AUDITORS (continued)
TO THE SHAREHOLDERS OF ORYX INTERNATIONAL GROWTH FUND LIMITED
Opinion
In our opinion the consolidated Financial Statements give a true and fair view in accordance with
United Kingdom generally accepted accounting practice of the state of affairs of the Company as at
31 March 2007 and of its results for the year then ended, and have been properly prepared in
accordance with The Companies (Guernsey) Law, 1994.
RSM Robson Rhodes (Guernsey) Limited
Chartered Accountants
Guernsey, Channel Islands
24 September 2007
Page 20
CONSOLIDATED BALANCE SHEET
as at 31 March 2007
FIXED ASSETS
Listed investments at fair value
(Cost £ 69,053,959: 2006 - £15,411,613)
Unlisted investments at fair value
(Cost £ 3,658,683: 2006 - £5,388,047)
Notes
31 March
2007
£
31 March
2006
£
2 b), 3
74,520,353
18,916,400
2 b), 3
4,207,724
7,020,250
78,728,077
25,936,650
1,581,039
405,259
5,593,509
97,424
108,474
6,716,707
7,579,807
6,922,605
2,671,986
1,731,531
1,221,770
104,685
4,403,517
1,326,455
3,176,290
5,596,150
81,904,367
31,532,800
CURRENT ASSETS
Other receivables
Dividends and interest receivable
Bank balances
CREDITORS (amounts falling due within one year)
Amounts due to brokers
Creditors and accrued expenses
NET CURRENT ASSETS
NET ASSETS
REPRESENTED BY:
CAPITAL AND RESERVES
Called up share capital
4 b)
20,638,610
5,333,044
Share premium
Capital redemption reserve
Other reserves
4 b)
5
6
34,993,797
1,246,500
25,025,460
5,678,410
1,246,500
19,274,846
61,265,757
26,199,756
81,904,367
31,532,800
TOTAL EQUITY SHAREHOLDERS' FUNDS
Net Asset Value per Share - Ordinary
16
£3.27
£2.96
Net Asset Value per Share - C Share
16
£1.15
N/a
Diluted Net Asset Value per Share - Ordinary
£3.27
£2.96
Diluted Net Asset Value per Share - C Share
£1.15
N/a
24 September 2007
The notes on pages 25 to 36 form part of these financial statements
Page 21
COMPANY BALANCE SHEET
as at 31 March 2007
Notes
31 March
2007
£
31 March
2006
£
2 b)
74,520,353
18,916,400
2 b)
2 b), f)
4,207,724
27,446,000
7,020,250
–
106,174,077
25,936,650
661,039
405,259
5,201,509
97,424
108,474
6,716,707
6,267,807
6,922,605
2,671,986
26,913,000
384,531
1,221,770
–
104,685
29,969,517
1,326,455
(23,701,710)
5,596,150
82,472,367
31,532,800
4 b)
20,638,610
5,333,044
4 b)
5
34,993,797
1,246,500
25,593,460
5,678,410
1,246,500
19,274,846
61,833,757
26,199,756
82,472,367
31,532,800
Net Asset Value per Share - Ordinary
£3.27
£2.96
Net Asset Value per Share - C Share
£1.17
N/a
Diluted Net Asset Value per Share - Ordinary
£3.27
£2.96
Diluted Net Asset Value per Share - C Share
£1.17
N/a
FIXED ASSETS
Listed investments at fair value
(Cost £ 69,053,959: 2006 - £15,411,613)
Unlisted investments at fair value
(Cost £ 3,658,683: 2006 - £5,388,047)
Investments in subsidiaries
CURRENT ASSETS
Other receivables
Dividends and interest receivable
Bank balances
CREDITORS (amounts falling due within one year)
Amounts due to brokers
Amounts due to subsidiary
Creditors and accrued expenses
NET CURRENT (LIABILITIES)/ASSETS
NET ASSETS
REPRESENTED BY:
CAPITAL AND RESERVES
Called up share capital
Share premium
Capital redemption reserve
Other reserves
TOTAL EQUITY SHAREHOLDERS' FUNDS
24 September 2007
Page 22
CONSOLIDATED INCOME STATEMENT
for the year ended 31 March 2007
Notes
INCOME
Deposit interest
Dividends and investment income
2 a)
2 a)
EXPENDITURE
Management and investment adviser's fee
Finance charge
Custodian fees
Administration fees
Registrar and transfer agent fees
Directors' fees and expenses
Audit fees
Insurance
Legal and professional fees
Performance fee
Setting up costs
Miscellaneous expenses
11
NET INCOME FOR THE YEAR
AFTER TAXATION
Realised gains on investments
(Loss)/gain on foreign currency translation
Movement in unrealised (losses)/gains on
revaluation of investments
Transaction costs
TOTAL SURPLUS ATTRIBUTABLE TO
SHAREHOLDERS FOR THE YEAR
Basic earnings per share
– Ordinary
– C Share
Diluted earnings per share
– Ordinary
– C Share
2 d)
2 c)
2 d)
2 b)
Total
2007
£
2006
£
298,184
1,003,169
446,522
820,751
744,706
1,823,920
318,237
854,290
1,301,353
1,267,273
2,568,626
1,172,527
610,796
–
33,649
99,009
76,554
184,488
21,410
9,651
823,668
100,000
423,228
8,029
324,682
7,220
18,155
27,344
1,391
109,311
11,500
9,000
73,960
–
–
37,713
394,720
–
21,602
50,818
76,554
146,366
16,962
8,500
334,654
50,000
94,743
45,393
NET INCOME BEFORE TAXATION
Taxation
Continuing
Operations Acquisitions
2007
2007
£
£
216,076
–
12,047
48,191
–
38,122
4,448
1,151
489,014
50,000
328,485
(37,364)
1,240,312
1,150,170
2,390,482
620,276
61,041
117,103
178,144
552,251
(54,480)
(44,865)
(99,345)
(83,665)
6,561
72,238
78,799
468,586
4,777,288
(155,627)
848,782
16,399
(1,375,859) 2,254,304
(346,683) (346,789)
2,905,680
2,844,934
5,626,070 3,772,030
(139,228)
18,002
878,445 1,634,122
(693,472) (126,762)
5,750,614
5,765,978
12
£0.26
£0.54
12
£0.20
N/a
12
£0.26
£0.54
12
£0.20
N/a
The Group has no recognised gains and losses other than those included in the Income Statement.
Acquisitions represents the Baltimore acquisition only as no separate records are available for the
AOT acquisition.
Page 23
CONSOLIDATED STATEMENT OF CASH FLOWS
Net cash (outflow)/inflow from operating activities
INVESTING ACTIVITIES
Purchase of investments
Sale of investments
Transaction costs
Cash acquired on acquisition of Baltimore plc
Cash acquired on acquisition of AOT
Notes
2007
£
14
(74,755)
1
1
(60,500,558)
44,330,285
(693,472)
16,052,408
1,217,440
406,103
Net cash inflow from investing activities
2006
£
546,748
(18,009,316)
20,533,536
(126,762)
–
–
2,397,458
FINANCING ACTIVITIES
Costs associated with issue of shares
(1,315,318)
–
Net cash outflow from financing activities
(1,315,318)
–
(983,970)
2,944,206
RECONCILIATION OF NET CASH FLOW TO
MOVEMENT IN NET FUNDS
Net cash (outflow)/inflow
Exchange movements
Net cash at beginning of year
(983,970)
(139,228)
6,716,707
2,944,206
18,002
3,754,499
Net cash at end of year
5,593,509
6,716,707
Net cash (outflow)/inflow
Page 24
NOTES TO THE ACCOUNTS
1.
GENERAL
Oryx International Growth Fund Limited (the “Company”) was incorporated in Guernsey on
2 December 1994 and commenced activities on 3 March 1995.
On 26 July 2006 the Company acquired the entire issued share capital of Baltimore plc. Under
the terms of the offer, the consideration payable for these shares was in the form of an issue of
a new Class of shares, Oryx C Shares, whereby each Baltimore shareholder was entitled to 1,000
Oryx C Shares for every 5,319 Baltimore shares held.
On 26 July 2006, Oryx C Shares were issued as a result of Baltimore shareholders holding
140,286,701 Baltimore shares accepting the offer.
At a Directors Meeting on 3 October 2006 it was resolved that the Company acquire all the
remaining shares in Baltimore pursuant to a compulsory acquisition procedure.
On 23 February 2007 the Company merged with Americans Opportunity Trust Plc ("AOT").
The merger was effected through a court approved scheme whereby the share capital of AOT
was cancelled and its assets and liabilities were transferred to the Company. Shareholders in
AOT recieved 5,586,686 new ordinary shares in the Company.
2.
ACCOUNTING POLICIES
The financial statements are prepared under the historical cost convention as modified by the
revaluation of investments and in accordance with UK applicable accounting standards.
The accounting policies have been applied consistently by the Group and are consistent with
those used in the previous reporting period.
a)
Income Recognition
Dividends arising on the Group’s listed and unlisted investments have been accounted for on
an ex-dividend basis. Deposit interest is accrued on a day-to-day basis. Loan interest is
accounted using the effective interest method. All income is shown gross of any applicable
withholding tax.
b)
Valuation of investments
Classification
All investments of the Group are designated into the financial assets at fair value through profit
or loss category. 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.
This category comprises financial instruments designated at fair value through profit or loss
upon initial recognition – these include financial assets that are not held for trading purposes
and which may be sold. These are principally investments in listed and unlisted equities.
Page 25
NOTES TO THE ACCOUNTS (continued)
2.
b)
ACCOUNTING POLICIES (continued)
Valuation of investments (continued)
Measurement
Financial instruments are measured initially at fair value being the transaction price.
Subsequent to initial recognition, all instruments classified as fair value through profit or loss
are measured at fair value with changes in their fair value recognised in the Income Statement.
Transaction costs are separately disclosed in the income statement.
Fair value measurement principles
Listed investments have been valued at the bid market price ruling at the balance sheet 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 balance sheet date, the bid market or closing price on the preceding
business day.
Unlisted investments traded on AIM have been valued at their published bid prices at the
balance sheet date. Unlisted investments where there is not an active market are valued using
an appropriate valuation technique so as to establish fair value at the balance sheet date.
The investments in subsidiaries are stated at cost less any provision for permanent dimunition
in value.
Transaction costs applicable to investment transactions have been recognised in the Income
Statement.
Valuation Point
The valuation of the Company was prepared on 30 March 2007, the last business day of the year.
c)
Foreign Currency Translation
Items included in the Group's financial statements are measured using the currency of the
primary economic environment in which it operates (the "functional currency"). This is the
pound sterling which reflects the Group's primary activity of investing in Sterling securities.
The Group's shares are also issued in sterling.
Foreign currency assets and liabilities have been translated at the exchange rates ruling at the
balance sheet date. Transactions in foreign currency during the year have been translated into
pounds sterling at the spot exchange rate in effect at the date of the transaction. Realised and
unrealised gains or losses on currency translation are recognised in the Income Statement.
d)
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 the
Income Statement. Unrealised gains and losses arising on investments held at the balance sheet
date are also included in the Income Statement.
Page 26
2.
e)
ACCOUNTING POLICIES (continued)
Expenses
Expenses in relation to the placing of C Shares were borne by the subscribers of the C Shares
and have been written off against share premium.
f)
Consolidation
These consolidated financial statements comprise the financial statements of the Company and
its wholly owned subsidiary undertakings, Baltimore plc and American Opportunity Trust plc.
The results of subsidiary undertakings and businesses acquired are included in the
Consolidated Income Statement from the date on which control passes. Acquisitions are
accounted for under the acquisition method.
The financial year end of Baltimore plc is 31 December 2006. In preparing these financial
statements the December 2006 balances have been used as they are not materially different to
that of 31 March 2007. The Directors believe it is impractical to change the year end of Baltimore
plc as it will be winding up within the next 12 months. The use of the December balances is
allowed under FRS2.
A Company Balance Sheet has also been presented, however a Company Income Statement has
not as the Directors consider this not to be materially different to the Consolidated Income
Statement. The Company's net profit for the year was £6,318,614.
g)
Going Concern
As described in the Directors' Report, a special resolution will be included in the 2007 Annual
General Meeting to wind the Company up. However the Board does not believe it will succeed
and therefore considers it appropriate to prepare the financial statements on a going concern
basis. Accordingly, these financial statements do not include adjustments that might arise from
a winding up of the Company.
3.
INVESTMENTS
2007
£
20,799,660
91,049,197
(44,762,285)
5,626,070
2006
£
18,957,402
18,603,764
(20,533,536)
3,772,030
Cost at end of the year
Unrealised gains on investments
72,712,642
6,015,435
20,799,660
5,136,990
Market Value at end of the year
78,728,077
25,936,650
Cost at beginning of the year
Additions
Disposals
Realised gains on investments
Page 27
4.
a)
SHARE CAPITAL AND SHARE PREMIUM
Authorised Share Capital
£
25,000,000
20,000,000
50,000,000 ordinary shares of 50p each
40,000,000 C Shares of 50p each
45,000,000
On 24 July 2006, pursuant to an ordinary resolution approved at the Extraordinary General
Meeting, the Company increased its Authorised Share Capital from £25,000,000 to £45,000,000
by the creation of 40,000,000 C Shares of 50p each. These shares carry the rights attached thereto
set out in the new Articles of Association.
b)
5.
Ordinary Shares Issued - 1 April 2006 to 31 March 2007
Number of
Shares
Ordinary shares of 50p each and
Management shares of 50p each:
10,666,088
At 1 April 2006
Issued during the year
5,586,686
Share
Capital
£
5,333,044
2,793,343
Share
Premium
£
5,678,410
15,889,651
At 31 March 2007
16,252,774
8,126,387
21,568,061
C Shares of 50p each
Number of
Shares
At 1 April 2006
–
25,024,445
Share
Capital
£
–
12,512,223
Share
Premium
£
–
13,425,736
At 31 March 2007
25,024,445
12,512,223
13,425,736
Ordinary Shares Issued - 1 April 2005 to 31 March 2006
Number of
Ordinary shares of 50p each and
Shares
Management shares of 50p each:
At 1 April 2005
10,286,317
379,771
Share
Capital
£
5,143,158
189,886
Share
Premium
£
5,488,525
189,885
At 31 March 2006
10,666,088
5,333,044
5,678,410
31 March
2006
£
1,246,500
Movement
31 March
2007
£
1,246,500
CAPITAL REDEMPTION RESERVE
Page 28
£
–
6.
OTHER RESERVES
Net investment income
Realised gain on investments
Loss on foreign currency transactions
Unrealised gain on revaluation
of investments held
Repurchase of ordinary shares
Repurchase of warrants
Discount on repurchase of Convertible
Loan Stock
31 March
2006
£
1,403,572
18,013,173
(775,128)
Movement
£
(614,673)
5,626,070
(139,228)
31 March
2007
£
788,899
23,639,243
(914,356)
5,136,991
(3,174,872)
(8,179)
878,445
–
–
6,015,436
(3,174,872)
(8,179)
(1,320,711)
–
(1,320,711)
19,274,846
5,750,614
25,025,460
7.
MANAGEMENT AND INVESTMENT ADVISER'S FEE
North Atlantic Value LLP, the Manager and Investment Adviser, is entitled to a fee of 1.25% on
the first £15 million of the Net Asset Value and Loan Stock Value of the Company, and 1% of
any excess, payable monthly in arrears. The agreements can be terminated giving 12 months
notice or immediately should the Manager be placed into receivership or liquidation. The
Manager is entitled to all fees accrued and due up to the date of such termination but is not
entitled to compensation in respect of any termination. At 31 March 2007 an amount of £94,048
(2006 - £56,477) was included in creditors.
8.
CUSTODIAN FEE
HSBC Custody Services (Guernsey) Limited, as Custodian and Registrar up until 31 March
2007 was entitled to receive an annual fee at a rate of 0.075% on the first £15 million and 0.05%
of any excess of the Net Asset Value, subject to a minimum of £10,000 per annum. At 31 March
2007 an amount of £4,845 (2006 - £3,127) was included in creditors. HSBC Custody Services
(Guernsey) Limited had delegated the day to day maintenance of the register to HSBC
Securities Services (Guernsey) Limited.
9.
ADMINISTRATION AND REGISTRAR FEES
HSBC Securities Services (Guernsey) Limited, as Secretary and Administrator up until
31 March 2007, was entitled to an annual fee at a rate of 0.10% on the first £20 million and 0.05%
of any excess of the Net Asset Value, and as Delegated Registrar, to an annual fee of £1,000 per
register maintained plus transaction fees. At 31 March 2007 an amount of £5,839 (2006 - £6,330)
was included in creditors.
10. DIRECTORS’ FEES AND EXPENSES
With the exception of the Chairman, who is entitled to a fee of £25,000 per annum, each Director
is entitled to a fee of £18,000 per annum from the Company. In addition, all Directors are
entitled to reimbursement of travel, hotel and other expenses incurred by them in the course of
their duties relating to the Company.
Page 29
11. 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 £600.
The taxation charge included in the Income Statement represents withholding tax suffered on
dividends and investment income received in the year.
12. EARNINGS PER SHARE AND NET ASSET VALUE PER SHARE
The calculation of basic earnings per share for the Ordinary Shares is based on a surplus of
£2,905,680 (2006 - £5,765,978) and an average number of shares in issue during the year of
11,176,184 shares (2006 – 10,602,793 shares). The calculation of basic earnings per share for the
C Shares is based on a surplus of £3,412,934 and an average number of shares in issue during
the year of 16,886,152. In accordance with FRS 22 - Earnings per Share, the diluted earnings per
share is also disclosed. At 31 March 2007 there was no difference in the diluted earnings per
share calculation for the Ordinary Shares or the C Shares.
The calculation of Net Asset Value per Ordinary Share is based on a Net Asset Value of
£53,121,474 (2006 – £31,352,800) and the number of shares in issue at the year end of 16,257,772
(2006 – 10,666,086). The calculation of the Net Asset Value per C Share is based on a Net Asset
Value of £28,768,893 and the number of shares in issue at the year end of 25,024,445. In
accordance with FRS 22 - Earnings per Share, the diluted Net Asset Value per share is also
disclosed. At 31 March 2007 there was no difference between the Net Asset Value per share and
the diluted Net Asset Value per share.
13. RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS' FUNDS
Company Consolidated
2006
2007
2007
£
£
£
Total surplus for the year
6,318,614
5,750,614
5,765,978
Issue of ordinary shares
18,682,994
18,682,994
379,771
Issue of C shares
25,937,959
25,937,959
–
Opening equity shareholders' funds
31,532,800
31,532,800
25,387,051
Closing equity shareholders' funds
82,472,367
14. RECONCILIATION OF NET INVESTMENT INCOME TO
NET CASH FLOW FROM OPERATING ACTIVITIES
Net income for the year
(Increase)/decrease in dividends and interest receivable
(Increase)/decrease in debtors
Increase/(decrease) in creditors and accrued expenses
Finance charge
81,904,367
2007
£
78,799
(296,785)
(1,483,615)
1,626,846
–
(74,755)
Page 30
31,532,800
2006
£
468,586
7,429
128,660
(65,147)
7,220
546,748
15. DERIVATIVES AND FINANCIAL INSTRUMENTS
The investment objective of the Company is to invest substantially all of its assets in medium
and small companies. The assets are invested principally in equity securities. Dividend income
is a secondary consideration in making investment decisions. A substantial proportion of the
portfolio is held for the longer term, often a period up to seven to ten years from the date of the
investment. The geographical split of the portfolio covers the United Kingdom, continental
Europe and the United States. Up to 35% of the gross assets of the Company may be invested
in unquoted securities or in the form of non-corporate investment, but only if the latter have a
reasonable chance of realisation within a three to four year time frame.
The Company may enter into transactions in financial futures and options, forward currency
transactions, interest rate and currency swaps and related contracts for differences and
derivative instruments and engage in stocklending activities for the purposes of maintaining or
enhancing the value of its assets. During the year the Company has not traded in any derivative
financial instruments.
Financial instruments and risk profile
The two main risks arising from the Company’s financial instruments are market price risk and
foreign currency risk. The Directors review and agree policies with the Manager and
Investment Adviser, North Atlantic Value LLP for managing these risks. The policies for
managing the market price and foreign currency risks have remained unchanged since 1 April
2001 and are summarised as follows.
Market price risk
The Company’s exposure to market price risk comprises mainly movements in the value of the
Company’s equity investments. As at the year end the spread of the Company’s investment
portfolio analysed by sector was as set out on pages 10, 11 and 12. The Company did not hedge
against movements in the value of these investments during the year. In addition, 5.14% (2006:
22.26%) of the Company’s net assets were in unquoted securities and as no market for such
investments readily exists, the valuation of such investments being estimated by the Directors
as set out in Note 2 b).
Foreign currency risk
The functional currency of the Company is Sterling and, therefore, the Company’s principal
exposure to foreign currency risk comprises its investments priced in other currencies. No
derivative or forward contracts were entered into during the year to hedge the currency risk.
Page 31
15. DERIVATIVES AND FINANCIAL INSTRUMENTS (continued)
Currency Exposure on the Net Assets
The table below shows the Company’s currency exposures:
At 31 March 2007
Investments
Cash
Current assets (excluding cash)
Current liabilities
British
Pounds
£
63,514,499
5,593,488
1,469,749
(4,403,517)
£66,174,219
At 31 March 2007
Investments
Cash
Current liabilities
Euro
£
3,356,345
–
–
–
£3,356,345
At 31 March 2006
Investments
Cash
Current liabilities
British
Pounds
£
22,213,936
6,714,859
28,839
(1,326,455)
£27,631,179
Page 32
Canadian
Dollars
£
–
–
223,709
–
US
Dollars
£
11,781,942
21
292,840
–
Signapore
Dollar
£
75,291
–
–
–
£223,709
£12,074,803
£75,291
Total
£
78,728,077
5,593,509
1,986,298
(4,403,517)
£81,904,367
Canadian
Dollars
£
1,768,153
–
3,335
–
US
Dollars
£
1,954,561
1,848
173,724
–
£1,771,488
£2,130,133
Total
£
25,936,650
6,716,707
205,898
(1,326,455)
£31,532,800
15. DERIVATIVES AND FINANCIAL INSTRUMENTS (continued)
Interest rate risk profile of financial assets and liabilities
The majority of the Company’s assets are non interest bearing equity investments. The
Company’s bank balances receive interest at variable rates. The fixed rate investments are
made up of a 0% UK Treasury Bill. After taking these into account, the interest rate profile of
the Company’s financial assets at 31 March 2007 was:
Assets
Sterling
Other
Total
Total
£
69,107,987
15,213,599
Floating
£
5,593,488
21
£84,321,586
£5,593,509
Fixed Non interest
£
£
5,470,671
58,043,828
–
15,213,578
£5,470,671
£73,257,406
The interest rate profile of the Company's financial assets at 31 March 2006 was:
At 31 March 2006
Assets
Total
Floating
Fixed Non interest
£
£
£
£
Sterling
28,928,796
6,714,859
–
22,213,937
Other
3,724,561
1,848
624,077
3,098,636
Total
£32,653,357
£6,716,707
£624,077
£25,312,573
All assets and liabilities are carried at fair value at 31 March 2006 and 2007.
Credit Risk
Default/credit risk is the risk that one party to a financial instrument will fail to discharge an
obligation and cause the other party to incur a financial loss. Credit risk generally is higher
when a non-exchange-traded financial instrument is involved, because the counterparty is not
backed by an exchange clearing house. This risk is mitigated by using reputable brokers for all
investment transactions.
Page 33
16. RECONCILIATION OF NET ASSET VALUE TO PUBLISHED NET ASSET VALUE
2007
£ £ per share
Ordinary shares
Published Net Asset Value
Management shares in issue
Unrealised loss on revaluation of
investments at Bid/mid price
(ref. Note (a) below)
Net Asset Value attributable
to shareholders
C Shares
Published Net Asset Value
Unrealised loss on revaluation of
investments at Bid/mid price
(ref. Note (a) below)
Baltmore plc adjustment
(ref. Note (b) below)
Net Asset Value attributable
to shareholders
53,584,915
1
(463,442)
3.30
–
(0.03)
2006
£ £ per share
31,703,179
1
(170,380)
2.97
–
(0.01)
53,121,474
3.27
31,532,800
2.96
28,884,961
1.15
–
–
(283,068)
(0.01)
–
–
181,000
0.01
–
–
28,782,893
1.15
–
–
(a) In accordance with United Kingdom Financial Reporting Standards the Group's long
investments have been valued at bid price. However, in accordance with the Company’s
principal documents the Net Asset Value reported each month reflects the investments
being valued at the closing, last or mid-market (as the Directors in all circumstances
considers appropriate) price as notified to the Group on the valuation day by a member of
the stock exchange concerned. Certain investments remain valued at fair value as
determined in good faith by the Directors.
(b) The financial year end of the subsidiary is 31 December 2006. In preparing these financial
statements the December 2006 balances have been used as they are not materially different
to that of March 2007. The Directors believe it is impractical to change the year end of
Baltimore as it will be winding up within the next 12 months. The use of the December
balances is allowed under FRS2.
17. RELATED PARTIES
The Manager and Investment Adviser is considered to be a related party. The fees paid are
included in the Consolidated Income Statement. The basis for these fees and the amounts due
at the year end are disclosed in Note 7.
The Administrator, Secretary, Registrar and Custodian are considered to be related parties. The
fees paid to these parties are included in the Consolidated Income Statement. The basis of these
fees and the amounts due at the year end are disclosed in Notes 8 and 9.
The Directors are considered to be related parties. The basis of fees payable to the Directors is
described in Note 10.
Page 34
18. ACQUISITIONS
(a) Baltimore plc
As mentioned in Note 1, on 26 July 2006 the Company acquired the entire issued share capital
of Baltimore plc. Under the terms of the offer, the consideration payable for these shares was in
the form of an issue of a new Class of shares, Oryx C Shares, whereby each Baltimore
shareholder was entitled to 1,000 Oryx C Shares for every 5,319 Baltimore shares held.
The assets and liabilities that were acquired are detailed below.
Investments (ref. Note (a) below)
Debtors and other assets
Cash at Bank
Creditors and accruals
Book
value
£
10,586,000
491,000
16,963,000
(1,567,000)
26,473,000
Adjustments
£
973,000
–
–
–
973,000
Fair
value
£
11,559,000
491,000
16,963,000
(1,567,000)
27,446,000
(a) In accordance with FRS 6 and FRS26, the investments were remeasured to fair value upon
acquisition.
(b) Goodwill of £11,963,000 was not recognised upon acquisition as the fair value was nil.
Subsequently in the books of Baltimore plc this amount was written down to nil.
The summarised income statement of Baltimore plc immediately prior to acquisition is as follows:
Profit on sale of investments
Unrealised gain on investments
Interest receivable and similar income
Amounts written off investments
Interest payable and similar charges
Administrative expenses
1 January 2006
to
26 July 2006
£
691,000
973,000
362,000
–
–
(1,804,000)
1 January 2005
to
31 December 2005
£
–
–
929,000
(94,000)
(56,000)
(582,000)
Profit before taxation
Taxation
222,000
46,000
197,000
(10,000)
Profit after taxation
268,000
187,000
Page 35
18. ACQUISITIONS (continued)
(b) American Opportunity Trust PLC
As mentioned in Note 1, on 23 February 2007 the Company merged with Americans
Opportunity Trust PLC ("AOT"). The merger was effected through a court approved scheme
whereby the share capital of AOT was cancelled and its assets and liabilities were transferred
to the Company. Shareholders in AOT recieved 5,586,686 new ordinary shares in the Company.
The assets and liabilities that were acquired are detailed below.
Investments (ref. Note (a) below)
Debtors
Cash at Bank
Creditors and accruals
Book
value
£
18,015,385
196,900
1,090,582
(85,491)
19,217,376
Adjustments
£
94,549
–
–
–
94,549
Fair
value
£
18,109,934
196,900
1,090,582
(85,491)
19,311,925
(a) In accordance with FRS 6 and FRS26, the investments were remeasured to fair value upon
acquisition.
The summarised income statement of American Opportunity Trust Plc immediately prior to
acquisition is as follows:
1 February 2007
to
22 February 2007
£
2,798
16,656
–
–
24
(21,491)
1 February 2006
to
31 January 2007
£
207,548
93,011
(65,595)
65,355
(885)
(396,429)
Profit before taxation
Taxation
(2,013)
(420)
(96,995)
(31,132)
Profit after taxation
(2,433)
(128,127)
Investment income
Interest income
Realised losses
Unrealised gains
Foreign exchange gains/(losses)
Administrative expenses
Page 36
ADMINISTRATION
REGISTERED OFFICE
Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 6BH
MANAGER
Ryder Court, 14 Ryder Street, London, SW1Y 6QB
INVESTMENT ADVISER
Ryder Court, 14 Ryder Street, London, SW1Y 6QB
CUSTODIAN
up to 31 March 2007
HSBC Custody Services (Guernsey) Limited
P.O. Box 208, Arnold House, St. Julian’s Avenue, St. Peter Port,
Guernsey, Channel Islands, GY1 3NF
from 1 April 2007
BNP Paribas Fund Sevices (Guernsey) Limited
P.O. Box 482, Royal Bank Place, 1 Glategny Esplanade
St Peter Port, Guernsey GY1 6BH
SECRETARY AND ADMINISTRATOR
up to 31 March 2007
HSBC Securities Services (Guernsey) Limited
P.O. Box 208, Arnold House, St. Julian’s Avenue, St. Peter Port,
Guernsey, Channel Islands, GY1 3NF
from 1 April 2007
BNP Paribas Fund Sevices (Guernsey) Limited
P.O. Box 482, Royal Bank Place, 1 Glategny Esplanade
St Peter Port, Guernsey GY1 6BH
REGISTRARS
Capita IRG (CI) Limited
2nd Floor, 1 Le Truchot, St. Peter Port, Guernsey, Channel Islands, GY1 3TF
STOCKBROKER
Arbuthnot Securities Limited
Arbuthnot House, 20 Ropemaker Street, London, EC2Y 9AR
AUDITORS
RSM Robson Rhodes (Guernsey) Limited
P.O. Box 313, Anson Court, La Route des Camps, St Martin,
Guernsey, Channel Islands, GY1 3TF
LEGAL ADVISERS
To the Company as to Guernsey law:
To the Company as to English law:
Bircham Dyson Bell
Ozannes
1, Le Marchant Street, St. Peter Port,
50 Broadway,
Guernsey, Channel Islands, GY1 4HP
London, SW1H 0BL
Page 37
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Oryx
International Growth Fund Limited will be held at Royal Bank Place, 1 Glategny
Esplanade, St Peter Port, Guernsey on 9 November 2007 at 10.00am for the
following purposes:
To consider and, if thought fit, pass the following as:
Ordinary Resolutions:
(1)
To receive the annual financial statements and the reports of the Directors
and Auditors for the year ended 31 March 2007
(2)
In accordance with Article 76 of the Articles of Association of the
Company, Mr Nigel Cayzer retires as a Director by rotation from the Board
and is eligible for re-election
(3)
Company, Mr Sidney Cabessa retires as a Director by rotation from the
Board and is eligible for re-election
(4)
Company, Mr John Radziwill retires as a Director from the Board and is
eligible for re-election
(5)
To consider that RSM Robson Rhodes (Guernsey) Limited be appointed as
Auditors of the Company until the conclusion of the next General Meeting
of the Company at which Accounts are laid before the Members and to
authorise the Directors to determine the remuneration of the Auditors
(6)
THAT, in accordance with section 5 of the Companies (Purchase of Own
Shares) Ordinance, 1998, the Company be and hereby is generally and
unconditionally authorised to make one or more market purchases (as
defined in section 18 of the Companies (Purchase of Own Shares)
Ordinance, 1998) of ordinary shares (“Ordinary Shares”) of 50 pence each
in the capital of the Company on such terms and in such manner as the
Directors of the Company may from time to time determine, provided that:
(i)
the maximum aggregate number of Ordinary Shares authorised to be
purchased does not exceed 14.99 per cent. of the issued Ordinary
Share capital of the Company calculated after the conversion of the C
Shares of the Company to Ordinary Shares;
(ii)
the minimum price 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
Page 38
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;
(iii) subject to paragraph iv, this authority shall expire at the earlier of the
conclusion of the next annual general meeting of the Company to be
held in 2008 or on the date which is 18 months from the date of the
passing of this resolution; and
(iv) notwithstanding paragraph (iii), the Company may make a contract to
purchase Ordinary Shares under this authority before the expiry of
this authority which will or may be executed wholly or partly after
the expiry of this authority and may make a purchase of Ordinary
Shares in pursuance of any such contract after such expiry.
Special Resolutions
(7)
In accordance with Article 143(1), that the Company be wound up. (The
Board recommends that Shareholders vote against this resolution).
BNP Paribas Fund Services (Guernsey) Limited
Secretary
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey
GY1 2HJ
26 September 2007
Notes:
1. Any member is entitled to appoint another person (whether a member or not) as his proxy to attend the
meeting and, on a poll, vote instead of him. A proxy form is attached which, if required, should be
completed in accordance with the instructions.
2. To be a valid form of proxy must be deposited at the offices of Capita Registrars, Proxies Department, PO
Box 25, Beckenham, Kent, BR3 4BR not less than 48 hours before the time appointed for the holding of
the meeting.
If you do not wish to attend the meeting please complete and return the form of proxy as soon as
possible.
Page 39
Form of proxy
(PLEASE USE BLOCK CAPITALS) I/We, (name in full) ________________________________________________________
of (address in full) ______________________________________________________ being (a) member(s) of Oryx International
Growth Fund Limited, hereby appoint the Chairman of the meeting or the Secretary or *(note 1) __________________________
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company, to be held on 9 November
2007, on the following Resolutions to be submitted to the meeting and at any adjournment thereof.
Please indicate with an “X” in the appropriate spaces how you wish your votes to be cast. Unless otherwise instructed, the proxy
will vote as he thinks fit or abstain.
Ordinary Resolutions
To receive the annual financial statements and the reports of the
Directors and Auditors for the year ended 31 March 2007.
1.
2.
In accordance with Article 76, of the Articles of Association of the
Company, Mr Nigel Cayzer retires as a Director by rotation from the
Board and is eligible for re-election.
3.
Company, Mr Sidney Cabessa retires as a Director by rotation from
the Board and is eligible for re-election.
4.
Company, Mr John Radziwill retires as a Director from the Board
and is eligible for re-election.
5.
To consider that RSM Robson Rhodes (Guernsey) Limited be
appointed as Auditors of the Company until the conclusion of the
next General Meeting of the Company at which Accounts are laid
before the Members and to authorise the Directors to determine the
remuneration of the Auditors.
6.
To allow the Directors to make market purchases of Ordinary Shares.
For
Against
Withheld
Special Resolutions
In accordance with Article 143(1), that the Company be wound up.
(The Board recommends that Shareholders vote against this
resolution).
7.
Signed :__________________ Name in Capitals :_____________________
Date:
Notes:
1.
2.
3.
4.
In the case of a joint holdings the signature of any holder is sufficent but the vote of the senior holder who tenders a vote (whether in
person or by proxy) shall be excepted to the exclusion of the other joint holders; for this purpose seniority shall be determined by the
order in which the names stand in the register of members.
If you wish to appoint a proxy other than the Chairman/Secretary you should delete the words “the Chairman of the Meeting or
Secretary”, insert your own choice in the space provided and initial the amendment. A proxy need not be a member of the Company.
Please indicate by marking “X” in the appropiate space how you wish your votes to be cast. Unless so instructed by the proxy will or
abstain as he/she thinks fit.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or
if the appointor is a corporation either under the common seal or under the hand of an officer or attorney so authorised and need not
be witnessed.
Upon completion please return this Form of Proxy to the following address to arrive no later than 48 hours before the scheduled start of the
meeting:-
✂
Licence Number MB122, Capita Registrars, Proxies Department, PO Box 25, BECKENHAM, Kent, BR3 4BR
Produced by The Partnership

oryx international growth fund limited report and accounts

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