RNS Number : 0998A
Atlantis Japan Growth Fund Ld
17 December 2014
ATLANTIS JAPAN GROWTH FUND LIMITED ("AJGF" or the "Company")
(A closed-ended investment company incorporated in Guernsey with registration number 30709)
Statement of Interim Results
17 December 2014
The financial information set out in this announcement does not constitute the Company's statutory accounts for the period ending 31st October 2014
The financial information for the period ended 31st October 2014 is derived from the financial statements delivered to the UK Listing Authority.
Interim Management Report and Investment Manager's Report
For the six months ended 31st October 2014
Performance
3M
6M
1Y
3Y
5Y
Since launch
AJGF (US$)
-6.9%
6.4%
-0.5%
53.1%
64.3%
105.5%
TOPIX TR (US$)
-3.9%
6.4%
0.4%
30.3%
35.4%
-2.8%
YTD
2013
2012
2011
2010
2009
AJGF (US$)
-6.4%
44.5%
15.7%
-4.8%
14.5%
8.3%
TOPIX TR (US$)
-1.6%
26.4%
9.0%
-13.0%
14.7%
5.3%
Despite some profit taking in May, Japanese stock markets moved sideways to higher through September, and then experienced selling during most of October before rising sharply at the end of the month due to the Bank of Japan's decision to expand quantitative easing aggressively. For the six month period ended 31st October the Topix gained 6.4% with the Fund also rising 6.4%, note all figures calculated in US dollars and on a total return basis. October was one of the most volatile months we can remember.
The Fund's total borrowings remain unchanged at 1.25 billion with cash ending October at 138 million at which point the Fund was approximately 12% leveraged. Against the US dollar the yen ended October at 111.51, a loss of 8.1% from the closing rate of 102.505 on 30th April 2014.
The Fund has no foreign exchange hedges and excluding cash is invested entirely in Japanese equities and has no exposure to convertible bonds, bonds, or derivatives. As at 31st October 2014, the Fund was invested in 78 holdings, all stocks, compared with 82 at the end of April.
Market Comment
Many investors were disappointed by Japan's slow economic recovery from the beginning of April, due primarily to the impact of the April hike in the consumption tax from 5% to 8%. Areas most affected included consumer spending, private capital investments and housing starts with GDP figures especially weak for the quarter ended June. We think that Mr. Kuroda, Governor of the Bank of Japan, and Prime Minister Abe realized that the economic recovery was slower than expected and that the government needed to take aggressive measures to kick start the economy.
The Japanese markets have in fact responded very favourably to the Bank of Japan's new aggressive plan. The yen has continued to weaken which is perceived as a major plus for the exporters including most manufacturing companies.
Some domestic and overseas investors have recently been net buyers of Japanese equities and the market has moved steadily higher. However eventually investors will be looking at GDP growth and the trend of corporate earnings. For the fiscal year ending March 2015 many economists are now suggesting that corporate earnings will expand around 10% and hopefully the following year will also be characterized by above sub-average growth.
Even after the recent rally, the market looks attractively valued in our opinion in terms of PER, PBR, and dividend yield versus bond yield. We expect interest rates to move sideways for the time being and also see easy money continuing for some time. Another positive is that the economy is not over heated and there are no bubbles that we are aware of.
Possible challenges include a stronger yen, unlikely in our opinion, a serious world recession, geo-political events, weak economic growth in China or Southeast Asia, or runaway commodity prices, again unlikely at this time. We think the economic outlook has improved and will continue to improve further in coming months. This should be good for both corporate earnings and the Tokyo Stock Market.
Investment Strategy
We plan to stick to our investment style and will continue to place stress on value and growth. We will try to avoid getting caught up in manias, and will continue to visit a wide range of companies in all kinds of businesses. Emphasis will be placed on finding and buying undervalued growth companies. We realize that this takes patience and we will continue to place stress on the medium to longer term and will buy with the idea of holding a position for an extended period of time. However if a stock goes up too quickly we will not be afraid to take some profits and if earnings do not come through as expected we will consider selling our holding, even if it means selling at a loss.
We have no intention of playing short term trends but do aim to have exposure to cyclical growth companies and to some long term recovery situations. We will continue to place stress on buying undervalued companies that can grow earnings over the next few years or longer.
We also believe that risk control is important and therefore will normally not invest more than 3-4% of our total assets in any one company, especially in medium sized and smaller companies that can often be relatively illiquid.
As always we will be aiming for long term capital appreciation.
Atlantis Investment Research Corporation
Tiburon Partners LLP
November 2014
Directors' Interim Report and Statement of Directors Responsibilities
For the six months ended 31st October 2014
The Directors are pleased to present their interim Report and the Unaudited Financial Statements of the Company for the six month period ended 31st October 2014.
In the opinion of the Company's Directors, the condensed Directors' Interim Report enables investors to make an informed assessment of the results and activities of the company for the period. The Interim Report and Financial Statements are unaudited.
CAPITAL VALUES
At 31st October 2014 the value of net assets available to shareholders was $85,052,641 (30th April 2014 - $84,086,197) and the Net Asset Value per share was $2.04 (30th April 2014 - $1.92).
These capital values are inclusive of 200,000 treasury shares issued on 31st October 2014 for $382,859 (please see note 8).
COMPANY'S OBJECTIVES, POLICIES AND STRATEGIES IN RESPECT OF FINANCIAL ASSETS
As an investment trust, the Company invests in securities for the long term. The financial investments held as assets by the Company comprise of equity shares. As such, the holding of securities, investing activities and financing associated with the implementation of the investment policy involves certain inherent risks. Events may occur that could result in either a reduction in the Company's net assets or a reduction of revenue profits available for distribution.
Set out below are the principal risks inherent in the Company's activities along with the actions taken to manage them. The Board reviews and agrees policies for managing these risks and these policies have remained substantially unchanged since 30th April 2006.
Market risk
Market risk arises mainly from uncertainty about future prices of financial instruments used in the Company's business. It represents the potential loss the Company might suffer through holding market positions in the face of price movements.
The market risk is monitored by the Board on a quarterly basis and on a daily basis by the Investment Manager.
Currency risk
The Company's results for the period and net assets could be significantly affected by currency movements as most of the Company's assets are denominated in yen. In order to reduce this risk the Company may hedge **its exposure to the Japanese currency. The Company did not have any hedging arrangements in place at the period end.
Borrowing and Interest rate risk
The Company finances its operations mainly through its share capital and retained profits, including realised and unrealised capital profits. Additional bank borrowings may be used with a view to enhancing capital returns. However, the Company's Articles of Association provide that borrowing levels should not exceed 20% of Net Asset Value at the time any borrowing is effected. The level of gross borrowing as at 31st October 2014 was 13.2%, and at 30th April 2014 it was 14.5%.
The facility for yen 1,250,000,000 was rolled over every three months in accordance with its terms most recently on 10th October 2014.
Liquidity risk and cash flow risk
Assuming a normal market environment, the majority of the Company's assets comprise readily realisable securities, which can be sold to meet funding commitments as necessary. As at 31st October 2014 based on the assumption of one third of the volume for the last 3 months average volume, 71.1% of the Company's assets can be realised within two weeks, 19.1% can be realised between two weeks and one month and the remaining 9.8% in excess of one month.
GOING CONCERN
The Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company has introduced a redemption facility and as a result the Company has reduced in size since this was implemented. Because the Company is invested in listed and readily realisable assets these outflows have had no material effect on the Company's ability to meet its ongoing obligations therefore the Directors believe the use of the going concern basis is still appropriate as there are no material uncertainties relating to events or conditions that may cast significant doubt about the ability of the Company to continue as a going concern.
Alternative Investment Fund Managers Directive
The Company has entered into the arrangements necessary to ensure compliance with the AIFM Directive. Following a review of the Company's management arrangements, the Board approved the appointment of Tiburon Partners LLP ("Tiburon"), who had been acting as the Company's investment adviser, as the Company's alternative investment fund manager on the terms of and subject to the conditions of a new investment management agreement between the Company and Tiburon. The Company's existing investment management agreement between the Company and AFMG Limited ("AFMG") has been terminated with AFMG no longer retaining a role in the management of the Company's assets. Atlantis Investment Research Corporation has been re-appointed by the Company and Tiburon to act as investment adviser on the terms of and subject to the conditions of a new investment advisory agreement. Save for the removal of AFMG from the Company's portfolio management structure, the contractual terms to which the Company, Tiburon and AIRC are subject have not changed in substance and, in particular, the management fee which the Company pays remains unchanged. The Board has also appointed Northern Trust (Guernsey) Limited (the "Depositary") to act as the Company's depositary (as required by the AIFM Directive) on the terms and subject to the conditions of a depositary agreement between the Company, Tiburon and the Depositary. Due to legislative and regulatory changes introduced by virtue of the AIFM Directive, the Company has also amended and re-stated its administration agreement with Northern Trust International Fund Administration Services (Guernsey) Limited.
BOARD COMPOSITION
There were no changes to the board during the period.
DIRECTORS' RESPONSIBILITY STATEMENT
We confirm, to the best of their knowledge, state that:
- the condensed set of interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting.;
- as required by DTR 4.2.7R of the FCA's Disclosure and Transparency Rules, the interim management report includes a fair review of important events that have occurred during the first six months of the financial year and their impact on the condensed set of interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
- the interim management report includes a fair review of the information concerning related party transactions required by DTR 4.2.8R
Details of Ten Largest Investments
As at 31st October 2014 the ten largest investments comprise a fair value of $27,012,267 (30th April 2014: $26,930,619) representing 31.9% of Net Asset Value (30th April 2014: 32.0%) with details as below:
Kito Corp (288,800 shares, cost $2,755,205)
The company makes a wide range of chain load handling machinery used in lifting. The company has been increasing its world market share and Asia has been a very high growth market in recent years. The world economy is now showing signs of recovering and corporations are streamlining their operations which should help increase demand, sales, and earnings over the coming few years. The weaker yen is another plus and the Investment Adviser expects steady sales and earnings growth in coming years.
Fair value of $3,258,097 representing 3.9% of the Net Asset Value (2013: 0.0%)
Tokio Marine Holdings (96,000 shares, cost $3,062,838)
Tokio is one of Japan's leading insurance companies and has now entered the life insurance business and has expanded overseas business with overseas sales expected to exceed 50% of total sales in the near term. An expected decrease in the combined loss ratio and expanding new premiums written should result in steadily rising sales and earnings in coming years.
Fair value of $3,024,374 representing 3.6% of the Net Asset Value (2013: 0.0%)
TDK (54,200 shares, cost $2,320,536)
TDK is now placing stress on producing parts and products used in communication equipment, industrial equipment, disc drives, etc., note the company had been heavily weighted in consumer related products in former years. Sales are rising, profit margins are improving and the Investment Adviser expects good recovery/growth in coming years.
Fair value of $2,994,099 representing 3.5% of the Net Asset Value (2013: 0.0%)
Hito Communications (179,800 shares, cost $1,655,796)
Hito is an outsourcing company specializing in providing well trained staff for stores selling electronics goods, mostly electronic discount stores. The company also is now supplying staff to several clothing chains. The economy is recovering and some of Hito's customers should do well as consumer spending climbs which in turn will help lift the company's sales and earnings.
Fair value of $2,770,123 representing 3.3% of the Net Asset Value (2013: 3.2%)
Ai Holdings (139,300 shares, cost $1,991,131)
Ai has several businesses including security surveillance equipment installed in apartments including lobbies, hallways, elevators, parking garages, etc. The company offers a very competitive service and has been rapidly gaining market share. The company is also involved in cutting machines for hobby use, issuing cards for hospital patient use, credit use, etc. The company has been very successful in taking over poorly run companies and then growing their businesses. The Investment Adviser expects continued high growth in coming years.
Fair value of $2,710,797 representing 3.2% of the Net Asset Value (2013: 0.4%)
Aeon Delight (109,300 shares, cost $2,241,195)
Delight, which is part of the Aeon Group, is involved in cleaning, maintenance, vending machines, building security with a large portion of sales coming from the Aeon Group. In recent years the company has been increasing its overseas sales, especially in China. The company has been steadily expanding sales and earnings and the Investment Adviser expects good growth in coming years.
Fair value of $2,657,271 representing 3.1% of the Net Asset Value (2013: 0.0%)
EDION Corp (365,800 shares, cost $2,564,003)
Edion has a chain of stores selling electrical appliances and is also involved in selling products related to housing renovation, note one of the company's largest shareholders is LIXIL which produces and sells housing fixtures and equipment. Sales fell after the consumption price hike in April but have in recent months been slowly recovering. Expected new store openings and a recovery in consumer spending should help boost sales and earnings over the next few years.
Fair value of $2,594,815 representing 3.1% of the Net Asset Value (2013: 0.0%)
Nihon M&A Center (85,500 shares, cost $720,160)
The company puts together buyers and sellers of small businesses, often smaller family run operations. Nihon works closely with accounting companies and local banks who help to introduce buyers and sellers to Nihon. The Investment Adviser expects steadily expanding sales and earnings as the company opens new offices and hires and trains new consultants.
Fair value of $2,434,423 representing 2.9% of the Net Asset Value (2013: 4.0%)
Kokusai (147,300 shares, cost $2,183,960)
Kokusai produces and sells tyre balancing systems and has indirectly been benefiting from the steadily growing demand for tyres which in turn is sensitive to higher car sales in the US, China, India, and other major economies, especially in Asia. The business is somewhat cyclical but the Investment Adviser is forecasting above average sales and earnings growth for the next several years.
Fair value of $2,344,700 representing 2.8% of the Net Asset Value (2013: 0.0%)
Fuyo General Lease (57,000 shares, cost $2,190,886)
Fuyo is backed up by the Mizuho Financial Group and is now benefiting from low interest rates and should also profit from the expected economic recovery and subsequent widening of spreads. The Investment Adviser expects steadily rising earnings over the coming few years. The company plans to raise the dividend.
Fair value of $2,223,567 representing 2.6% of the Net Asset Value (2013: 1.8%)
Comparisons at 31st October 2014 are as follows:-
Fair
Percentage
Investment
Shares
Cost $
Value $
of NAV
Kito Corp
288,800
2,755,205
3,258,097
3.8
Tokio Marine Holdings
96,000
3,062,838
3,024,375
3.6
TDK
54,200
2,320,536
2,994,099
3.5
Hito Communications
179,800
1,655,796
2,770,123
3.3
Ai Holdings
139,300
1,991,131
2,710,797
3.2
Aeon Delight
109,300
2,241,195
2,657,271
3.1
EDION Corp
365,800
2,564,003
2,594,815
3.1
Nihon M&A Center
85,500
720,160
2,434,423
2.9
Kokusai
147,300
2,183,960
2,344,700
2.8
Fuyo General Lease
57,000
2,190,886
2,223,567
2.6
Comparisons at 30th April 2014 are as follows
Fair
Percentage
Investment
Shares
Cost $
Value $
of NAV
Hito Communications
193,900
1,785,644
3,217,637
3.9
Inaba Denki Sangyo
103,800
2,682,915
3,169,543
3.8
Sumitomo Mitsui Financial Group
71,300
2,248,959
2,805,257
3.3
Nihon M&A Center
120,000
1,010,751
2,794,400
3.3
Kito Corp
152,000
2,900,216
2,774,421
3.3
Toyota Tsusho
104,500
1,108,942
2,741,335
3.3
TDK
57,000
2,440,416
2,424,467
2.9
Sakai Moving Service
69,900
1,595,831
2,352,617
2.8
Ai Holdings
146,600
2,095,476
2,328,324
2.8
Itoki
310,000
2,037,542
2,322,618
2.8
Comparisons at 31st October 2013 are as follows:-
Fair
Percentage
Investment
Shares
Cost $
Value $
of NAV
Daikin Industries
71,200
1,910,415
4,064,018
4.3
Nihon M&A Center
48,400
1,223,009
3,727,812
3.9
Toyota Motor
57,000
2,225,032
3,682,658
3.9
Sumitomo Mitsui Financial Group
75,100
2,368,820
3,598,932
3.8
Inaba Denki Sangyo
109,300
2,825,073
3,283,949
3.5
Toyota Tsusho
118,800
1,260,691
3,284,119
3.5
Tanseisha
477,000
3,340,382
3,207,987
3.4
Hito Communications
204,100
1,879,577
2,998,631
3.2
Mitsui Fudosan
86,000
1,553,070
2,830,646
3.0
Saint Marc Holdings
54,900
2,071,442
2,815,241
3.0
Unaudited Schedule of Investments
Fair Value
Holdings
Financial assets at fair value through profit or loss
USD 000s
% of NAV
Advertising: 0.73% (30 Apr 2014: 1.01%)
123,400
Hakuten
619
0.73
Apparel: 0.00% (30 Apr 2014: 0.22%)
-
-
Auto Manufacturers: 0.00% (30 Apr 2014: 2.72%)
-
-
Auto Parts & Equipment: 1.92% (30 Apr 2014: 2.27%)
Unaudited Statement of Comprehensive Income
For the six months ended 31st October 2014
(Unaudited)
(Unaudited)
01-May-14 to 31-Oct-14
01-May-13 to 31-Oct-13
Revenue
Capital
Total
Revenue
Capital
Total
Notes
$'000
$'000
$'000
$'000
$'000
$'000
Income
3
Gains on investments held at fair value
-
4,911
4,911
-
4,413
4,413
Gain on foreign exchange
-
900
900
-
28
28
Dividend income
851
-
851
876
-
876
851
5,811
6,662
876
4,441
5,317
Expenses
3
Losses on investments held at fair value
-
-
-
-
-
-
4
Investment management fee
459
-
459
472
-
472
5
Depositary fees
57
-
57
38
-
38
6
Administration fees
73
-
73
75
-
75
Registrar and transfer agent fees
7
-
7
18
-
18
7
Directors' fees and expenses
145
-
145
96
-
96
Insurance fees
9
-
9
8
-
8
Audit fee
27
-
27
21
-
21
Printing and advertising fees
23
-
23
5
-
5
Legal and professional fees
271
-
271
37
-
37
Listing fees
1
-
1
8
-
8
Miscellaneous expenses
13
-
13
2
-
2
1,085
-
1,085
780
-
780
Finance cost
Interest expense and bank charges
98
-
98
66
-
66
(Loss)/Profit before tax
(332)
5,811
5,479
30
4,441
4,471
Taxation
(131)
-
(131)
(64)
-
(64)
Profit and total
comprehensive (loss)/income for the year
(463)
5,811
5,348
(34)
4,441
4,407
9
(Deficit)/earnings per ordinary share
$(0.011)
$0.134
$0.123
$(0.001)
$0.092
$0.091
All of the Company's income and expenses are included in the profit/loss for the period and therefore the profit for the period is also the Company's comprehensive income for the period, as defined by IAS 1 (revised). In arriving at the result for the period, all amounts above relate to continuing activities.
The total column in this statement represents the Company's Statement of Comprehensive Income, prepared in accordance with IFRS. The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies.
Uuaudited Statement of Changes In Equity
For the six months ended 31st October 2014
Capital
Capital
Capital Reserve/
Ordinary Share
Share
Revenue
Reserve/
Reserve/
Exchange
Capital
Premium
Reserve
Realised
Unrealised
Differences
Total
Notes
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Balances at 1st May 2014 (#restated)
-
-
(21,539)
#
107,085
#
10,173
(11,633)
84,086
Movements during the period
17
Redemptions
-
(4,029)
-
-
-
-
(4,029)
Shares bought into treasury
-
-
(735)
-
-
-
(735)
Proceeds from reissue of treasury shares
-
-
383
-
-
-
383
Transfer from capital reserve
-
4,029
-
-
-
-
4,029
Transfer to share premium
-
-
-
(4,029)
-
-
(4,029)
4
Gain on investments sold
-
-
(6,376)
6,376
-
-
-
4
Movement on loss on valuation of investments
-
-
1,465
-
(1,465)
-
-
Loss on foreign exchange
-
-
(900)
-
-
900
-
Total comprehensive gain
-
-
5,348
-
-
-
5,348
Balances at 31st October 2014
-
-
(22,354)
109,432
8,708
(10,733)
85,053
Capital
Capital
Capital Reserve/
Ordinary Share
Share
Revenue
Reserve/
Reserve/
Exchange
Capital
Premium
Reserve
Realised
Unrealised
Differences
Total
Notes
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Balances at 1st May 2013 (#restated)
-
-
(21,379)
#
97,793
#
30,472
(11,968)
94,918
Movements during the year
17
Redemptions
-
(4,789)
-
-
-
-
(4,789)
Shares bought into treasury
-
-
(49)
-
-
-
(49)
Proceeds from reissue of treasury shares
-
-
-
-
-
-
-
Transfer from capital reserve
-
4,789
-
-
-
-
4,789
Transfer to share premium
-
-
-
(4,789)
-
-
(4,789)
4
Gain on investments sold
-
-
(8,857)
8,857
-
-
-
4
Movement on loss on valuation of investments
-
-
4,444
-
(4,444)
-
-
Gain on foreign exchange
-
-
(28)
-
-
28
-
18
Distribution
-
-
-
-
-
-
-
Total comprehensive loss
-
-
4,407
-
-
-
4,407
Balances at 31st October 2013 (#restated)
-
-
(21,462)
101,861
26,028
(11,940)
94,487
#Prior period adjustment
During the year ended 30th April 2014 an adjustment has been made to the brought forward excess management expenses from the year ended 30th April 2013 to reflect the allocation of tax relief between revenue and capital reserve. This arose from the offset of management expenses in that year to cover taxable capital gains arising from the absence of Investment Trust Company status for the year ended 30th April 2013. The tax effect of this offset of management expenses amounting to $2,572,203 had not been reflected in the Statement of Changes in Equity last year. This therefore has been reflected in the opening balance of the comparative statement of changes in Equity.
Capital
Capital
Capital Reserve/
Ordinary Share
Share
Revenue
Reserve/
Reserve/
Exchange
Capital
Premium
Reserve
Realised
Unrealised
Differences
Total
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Balances at 30th April 2013 as previously stated
-
-
(23,951)
100,365
30,472
(11,968)
94,918
Prior period adjustment:
Restatement of tax charged to capital
2,572
(2,572)
Balances at 30th April 2013 as restated
-
-
(21,379)
97,793
30,472
(11,968)
94,918
Unaudited Statement of Financial Position
For the six months ended 31st October 2014
31st October 2014
30th April 2014
Notes
$'000
$'000
Non Current Assets
2(f), 11
Financial assets at fair value
through profit or loss
94,315
94,434
Current Assets
Due from brokers
2,241
1,262
2(d)
Dividends and other receivables
1,043
946
2(g)
Cash and cash equivalents
614
695
3,898
2,903
Current Liabilities
Due to brokers
(1,661)
(846)
Payables and accrued expenses
(289)
(210)
2(h), 12
Loans payable
(11,210)
(12,195)
(13,160)
(13,251)
Net Current Liabilities
(9,262)
(10,348)
Net Assets
85,053
84,086
Equity
8
Ordinary share capital
-
-
8
Share premium
-
-
Revenue reserve
(22,354)
(24,111)
2(l)
Capital reserve
107,407
108,197
Net Assets Attributable to Equity Shareholders
85,053
84,086
Net Asset Value per Ordinary Share*
$2.04
$1.92
*Based on the Net Asset Value at the period end divided by the number of shares in issue: 41,729,329 (30th April 2014 - 43,894,158) (See Note 8)
Approved by the Board of Directors on 16 December 2014 and signed on its behalf by:
Noel Lamb Andrew Martin Smith
Chairman Director
Uuaudited Statement of Cash Flows
For the six months ended 31st October 2014
31st October 2014
30th April 2014
Notes
$'000
$'000
Reconciliation of profit for the period to net cash flows
from operating activities
Profit/(loss) before taxation
5,479
(1,006)
3
(Gain)/loss on investments held at fair value
(4,911)
1,551
Gain on foreign exchange
(900)
(335)
Interest expense and bank charges
98
155
Increase in dividends and other receivables
(97)
(125)
Increase/(decrease) in payables and accrued expenses
79
(25)
Taxation paid
(131)
(267)
Net cash outflow from operating activities
(383)
(52)
Investing Activities
Purchase of investments
(43,541)
(69,908)
Sale of investments
48,575
80,918
Net cash inflow from investing activities
5,034
11,010
Net cash inflow before financing
4,651
10,958
Cash flows from financing activities
Interest paid
(98)
(125)
Redemptions
(4,029)
(14,336)
Treasury shares
(352)
(103)
Net loans drawn down
-
3,948
Net cash outflow from financing activities
(4,479)
(10,616)
Net increase in cash and cash equivalents
172
342
Exchange movements
(253)
(250)
Movement in cash and cash equivalents in the period/year
(81)
92
Cash and cash equivalents at beginning of period/year
695
603
Cash and cash equivalents at end of period/year
614
695
Notes to the Unaudited Financial Statements
For the six months ended 31st October 2014
1. GENERAL
Atlantis Japan Growth Fund Limited (the "Company") was incorporated in Guernsey on
13th March 1996. The Company commenced activities on 10th May 1996.
2. ACCOUNTING POLICIES
a) Statement of Compliance
The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS"), which comprise standards and interpretations approved by the European Union and International Accounting Standards, and Standing Interpretations Committee interpretations approved by the IASC that remain in effect.
The condensed interim financial statements for the half year ended 31st October 2014 have been prepared in accordance with IAS 34, 'Interim Financial Reporting' and the Disclosures and Transparency Rules ("DTRs") of the UK's Financial Conduct Authority.
The condensed interim financial statements do not include all of the information required for full financial statements, and should be read in conjunction with the financial statements for the Company as at and for the year ended 30th April 2014. The financial statements of the Company as at and for the year ended 30th April 2014 were prepared in accordance with International Financial Reporting Standards ("IFRS").
Except as described below, the accounting policies applied by the Company in these condensed interim financial statements are the same as those applied by the Company in its financial statements as at and for the year ended 30th April 2014.
Basis of accounting
The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities held at fair value through profit or loss, and in accordance with International Financial Reporting Standards ("IFRS"), and The Association of Investment Companies ("AIC") Statement of Recommended Practice ("SORP") for Investment Trust Companies and Venture Capital Trusts to the extent it is not in conflict with IFRS and the Company's principal documents.
The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expense. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.
The accounting policies adopted are consistent with those of the previous financial year and are set out below:
b) Going Concern
The Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company has introduced a redemption facility and as a result the Company has reduced in size since this was implemented. Because the Company is invested in listed and readily realisable assets these outflows have had no material effect on the Company's ability to meet its on going obligations therefore the Directors believe the use of the going concern basis is still appropriate as there are no material uncertainties relating to events or conditions that may cast significant doubt about the ability of the Company to continue as a going concern.
c) Presentation of Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income.
d) Income Recognition
Dividends arising on the Company's investments are accounted for on an ex-dividend basis. Investment income is accounted for gross of withholding tax.
e) Expenses
All expenses are recognised on an accruals basis and have been charged against revenue.
f) Investments
The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment strategy, and information about the portfolio is provided internally on that basis to the Company's Board of Directors.
Accordingly, upon initial recognition the investments are designated by the Company as 'at fair value through profit or loss'. They are included initially at fair value, which is taken to be their cost (excluding expenses incidental to the acquisition which are written off in the Statement of Comprehensive Income, and allocated to the capital column of the Statement of Comprehensive Income at the time of acquisition). Subsequently, the investments listed overseas are valued at 'fair value', which is mid-market price based on published price quotations.
Gains and losses on non-current asset investments are included in the Statement of Comprehensive Income as capital.
g) Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents, as defined above, net of outstanding bank overdrafts.
h) Loans Payable
All loans are initially recognised at cost, being the fair value of the consideration received, less issue costs where applicable. After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost. Amortised cost is calculated by taking into account discount or premium on settlement. Any costs of arranging any interest-bearing loans are capitalised and amortised over the life of the loan.
i) Foreign Currencies
The Company's investments are predominately denominated in Japanese yen. The Company's obligation to shareholders is denominated in US dollars and when appropriate, the Company may hedge the exchange rate risk from yen to US dollars. Therefore, the functional currency is US dollars, which is also the presentation currency of the Company. Transactions involving currencies other than US dollars, are recorded at the exchange rate ruling on the transaction date. At each Statement of Financial Position date, monetary items and non-monetary assets and liabilities that are fair valued, which are denominated in foreign currencies, are retranslated at the closing rates of exchange.
Exchange differences arising from retranslating at the Statement of Financial Position date of;
- investments and other financial instruments measured at fair value through profit or loss; and
- other monetary items;
and arising on settlement of monetary items, are included in the Statement of Comprehensive Income and allocated as capital if they are of a capital nature, or as revenue if they are of a revenue nature.
j) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. In addition, the Company incurs withholding taxes imposed by certain countries on dividend and interest income. Such income is recognised gross of the taxes and the corresponding withholding tax is recognised as a tax expense.
There is no tax currently payable as the company incurred a loss during the period. Any taxable profit differs from the net profit, if any, as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that were applicable at the Statement of Financial Position date.
In line with the recommendations of the AIC SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the Statement of Comprehensive Income is the "marginal basis". Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital return column.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. A deferred tax liability is recognised in full for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Investment trusts which have approval as such under section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains.
The carrying amount of deferred tax assets is reviewed at each Statement of Financial Position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
k) Financial Liabilities
Financial liabilities are recognised when the Company becomes a party to the contractual agreements of the instrument. Trade and other payables are initially recognised at their nominal value and subsequently measured at amortised cost less settlement payments. Financial liabilities are derecognised from the Statement of Financial Position only when the obligations are extinguished either through discharge, cancellation or expiration.
l) Capital Reserve
The capital reserve distinguishes between gains/(losses) on sale or disposals and valuation gains/(losses) on investments. The capital reserve consists of realised gains/(losses) on investments, movement in valuation gains/(losses) on investments and gains/(losses) relating to foreign exchange.
m) Treasury Shares
Where the Company purchases its own share capital (whether into treasury or cancellation), the consideration paid, which includes any directly attributable costs (net of income taxes) is recognised as a deduction from equity shareholders' funds through the revenue reserve, which is a distributable reserve.
When such shares are subsequently sold or reissued, and consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is recognised as an increase in equity and proceeds from the reissue of treasury shares are transferred to/from the revenue reserve.
Shares held in treasury are not taken into account in determining NAV per share detailed In Note 9 Earnings/(Deficit) Per Ordinary Share.
3. GAINS/(LOSSES) ON INVESTMENTS HELD AT FAIR VALUE
31st October 2014
31st October 2013
$'000
$'000
Proceeds from sales of investments
49,387
47,067
Original cost of investments sold
(43,011)
(38,210)
Gains on investments sold during the period
6,376
8,857
Net valuation loss for the period
(1,465)
(4,444)
Gains on investments held at fair value
4,911
4,413
4. INVESTMENT MANAGEMENT FEE
On 1st August 2014, AFMG Limited resigned as Investment Manager and the Company appointed Tiburon Partners LLP as its Investment Manager (the "Manager").
For the period 1st May 2014 to 31st July 2014 The Company paid to the Investment Manager a fee accrued weekly and paid monthly in arrears at the annual rate of 1 per cent of the weekly Net Asset Value of the Company.
From 1st August 2014, The Company paid to the Manager a fee accrued daily and payable monthly in arrears, at a rate of 1% of the weekly adjusted Net Asset Value of the Company.
For the period ended 31st October 2014, total investment management fees and manager fees were $458,550 (2013 - $471,897) of which $71,668 (2013 - $79,860) is due and payable as at that date.
5. DEPOSITARY FEES
On 1st August 2014, the Company appointed Northern Trust (Guernsey) Limited as Depositary (the "Depositary"). The Depositary Agreement replaced the previous custody agreement between the Company and its Custodian, Northern Trust (Guernsey) Limited.
For the period 1st May 2014 to 31st July 2014 the Company paid to the Custodian a fee accrued weekly at a rate of 0.03 per cent of the total weekly Net Asset Value of the assets held by the Custodian or Sub-Custodian, together with transaction charges.
From 1st August 2014, depositary fees are payable to the Depositary, monthly in arrears, at a rate of 0.035% of the Gross Asset Value of the Company up to $50 million, 0.025% on Gross Assets between $50 million and $100 million and 0.015% on Gross Assets in excess of $100 million as at the last business day of the month. The Depositary is also entitled to a global custody fee of 0.03% per annum of the Net Asset Value of the Company, subject to a minimum fee of $20,000, and transaction fees as per the Depositary Agreement.
Redemption Fees
For the period 1st May 2014 to 31st July 2014 the Custodian shall also be entitled to receive a fee from the Company of 0.03 per cent per annum of the Net Asset Value of any redemption together with transaction charges. (Please refer to Note 11 for details of the redemption facility).
From 1st August 2014, depositary fees are payable to the Depositary, monthly in arrears, at a rate of 0.035% of the Gross Asset Value of the Company up to $50 million, 0.025% on Gross Assets between $50 million and $100 million and 0.015% on Gross Assets in excess of $100 million as at the last business day of the month. The Depositary is also entitled to a global custody fee of 0.03% per annum of the Net Asset Value of the Company, subject to a minimum fee of $20,000, and transaction fees as per the Depositary Agreement.
For the period ended 31st October 2014, total custodian and depositary fees were $57,437 (2013 - $35,576) of which $20,623 (2013- $12,827) is due and payable as at that date.
6. ADMINISTRATION FEES
The Company pays to the Administrator a fee accrued weekly and paid monthly in arrears at the annual rate of:
Fair Value Annual Rate
Up to USD50,000,000 0.18%
USD50,000,001 to USD100,000,000 0.135%
USD100,000,001 to USD200,000,000 0.0675%
Thereafter 0.02%
Redemption Administration Fees
At each redemption date a charge in respect of the preparatory work for the set-up and calculation of investment and redemption prices at 7,500 will be payable. (Please refer to Note 11 for details of the redemption facility).
An additional fee will be payable on the fair value of the assets of that redemption pool of:
Fair Value Annual Rate
Up to USD25,000,000 0.18%
USD25,000,001 to USD50,000,000 0.135%
Thereafter 0.0675%
For the period ended 31st October, total administration and registrar fees were $80,655 (2013 - $93,230) of which $12,011 (2013 - $13,117) is due and payable as at that date.
7. DIRECTORS' FEES AND EXPENSES
Each of the Directors is entitled to receive a fee from the Company, being 30,000 per annum for the Chairman, 27,500 per annum for the Chairman of the audit committee and 25,000 per annum for each of the other Directors. In addition, the Company reimburses all reasonably incurred out-of-pocket expenses of the Directors. For the period ended 31st October 2014, total directors' fees and expenses were $145,148 (2013 - $96,624) of which $63,797 (2013 - $17,868) is due and payable as at that date.
In relation to the change of Investment Management arrangements see Investment Manager and Investment Adviser and in relation to the preparation and review of documentation relating to the issue of annual embedded subscription rights passed at the EGM on 22nd October 2014 the following one off additional payments were approved for the extra work engaged by the board in relation to this and paid on 5th November 2014. The Directors fees shown on the Unaudited Statement of Comprehensive Income excludes the additional payment. (Please refer to note 17).
Noel Lamb 12,000
Andrew Martin Smith 10,000
Eric Boyle 10,000
Philip Ehrmann 8,000
8. SHARE CAPITAL AND SHARE PREMIUM
The Company is authorised to issue an unlimited number of ordinary shares of no par value.
The Company may also issue C shares being a convertible share in the capital of the company of no par value. C shares shall not have the right to attend or vote at any general meeting of the Company. The holders of C shares of the relevant class shall be entitled, in that capacity to receive a special dividend such amount as the directors may resolve to pay out of the net assets attributable to the relevant C share class and from income received and accrued attributable to the relevant C share class for the period up to the conversion date payable on a date falling before, on or after the conversion date as the Directors may determine. There are no C shares currently in issue.
The rights which the ordinary shares convey upon the holders thereof are as follows:
Voting Rights
(i) on a show of hands, every Member who is present shall have one vote; and ii) on a poll a Member present in person or by proxy shall be entitled to one vote per ordinary share held.
Entitlement to Dividends
The Company may declare dividends in respect of the ordinary shares.
Rights in a Winding-up
The holders of ordinary shares will be entitled to share in the Net Asset Value of the Company as determined by the Liquidator.
b) Issued
Ordinary Shares
Number of Shares
Share Capital
Share Premium
$'000
$'000
In issue at 31st October 2014
41,729,329
-
-
In issue at 30th April 2014
43,894,158
-
-
Reconciliation of number of shares
Number of Shares
Number of Shares
31st October 2014
30th April 2014
Shares of no par value
Issued shares at the start of the year
43,894,158
48,693,711
Re-issue of treasury shares
200,000
-
Redemption of shares
(2,185,754)
(4,743,553)
Purchase of shares into Treasury
(179,075)
(56,000)
Number of shares at the end of the period/year
41,729,329
43,894,158
Shares held in Treasury
Opening balance
2,102,611
2,046,611
Shares bought in to Treasury during the period/year
179,075
56,000
Treasury shares re-issued
(200,000)
-
Number of shares at the end of the period/year
2,081,686
2,102,611
Shareholders are entitled to receive any dividends or other distributions out of profits lawfully available for distribution and on winding up they are entitled to the surplus assets remaining after payment of all the creditors of the Company.
The shares redeemed in the current period were cancelled immediately.
9. EARNINGS/(DEFICIT) PER ORDINARY SHARE
The earnings per ordinary share figure is based on the net earnings for the period of $5,347,665 (2013 $4,406,739) and on 43,458,353 being the weighted average number of shares in issue at 31st October 2014 (2013 48,256,142).
The earnings/(deficit) per ordinary share figure can be further analysed between revenue and capital, as below.
31st October 2014
31st October 2013
$'000
$'000
Net revenue loss
(463)
(34)
Net capital profit/(loss)
5,811
4,441
Net total profit/(loss)
5,348
4,407
Weighted average number of ordinary shares
in issue during the year
43,458,353
48,256,142
$
$
Revenue loss per ordinary share
(0.011)
(0.001)
Capital profit/(loss) per ordinary share
0.134
0.092
Total profit/(loss) per ordinary share
0.123
0.091
10. RELATED PARTY TRANSACTIONS
Certain Directors had a beneficial interest in the Company by way of their investment in the ordinary shares of the Company. The details of these interests at 31st October 2014 are as follows:
Ordinary Shares
Ordinary Shares
31st October 2014
31st October 2013
*T. Guinness
-
100,000
A. Martin Smith
25,000
25,000
N. Lamb
10,000
10,000
* T Guiness retired on 30th April 2014
There were no relevant contracts in force during or at the end of the period in which any Director had an interest. There are no service contracts in issue in respect of the Company's Directors. No Directors had a non-beneficial interest in the Company during the period under review.
11. REDEMPTION FACILITY
Until 12th March 2013 shareholders had the opportunity to make redemptions of part or all of their shareholding on a four-monthly basis with the Board's discretion in declining any redemption requests. At the Extraordinary General Meeting on the same date the terms were amended to operate the redemption facility at six-monthly intervals. The following redemptions were made during the period:-
Redemption date
Shares redeemed
USD'000
31st October 2014
31st October 2014
30/09/2014
2,185,754
(4,029)
2,185,754
(4,029)
Redemption date
Shares redeemed
USD'000
31st October 2013
31st October 2013
29/09/2013
2,433,335
(4,789)
2,433,335
(4,789)
As at the period ended 31st October 2014, a total of USD 4,029,219 was paid to redeeming shareholders. The balance of USD Nil is due and payable as at that date.
12. LOAN REPAYMENTS
Yen 1,250,000,000 was repaid on 11th July 2014 and a new facility for yen 1,250,000,000 was drawn on 11th July 2014. Yen 1,250,000,000 was repaid on 10th October 2014 and a new facility for yen 1,250,000,000 was drawn on 10th October 2014.
13. DIVIDENDS
There were no distributions declared during the period.
14. SOFT COMMISSION ARRANGEMENTS
There were no soft commission arrangements in operation during the period under review. Underlying Funds in which the Company invest may engage in soft commission arrangements.
15. EXCHANGE RATES
The following exchange rates were used to translate assets and liabilities into the reporting currency (USD) at 31st October 2014 and 31st October 2014:
Currency
USD$
USD$
31 October 2014
31 October 2013
Yen
111.5100
98.2850
16. CHANGES IN THE PORTFOLIO
A list, specifying for each investment the total purchases and sales which took place during the period under review may be obtained, upon request, at the registered office of the Company
17. EVENTS DURING THE PERIOD
In accordance with Directive 2011/61/EU of the European Parliament and of the Council of 8th June2011 on Alternative Investment Fund Managers and the UK Alternative Investment Fund Managers Regulation 2013 as amended the Company is considered to be an Alternative Investment Fund ("AIF"). Tiburon Partners LLP has been appointed as the Alternative Investment Fund Manager ("AIFM") effective 1st August 2014 pursuant to a new investment Management Agreement dated 1st August 2014.
Atlantis Investment Research Corporation, ("AIRC") was the Sub Investment Adviser until 1st August 2014 on which date it was appointed as the Investment Adviser to the Company.
On 1st August 2014, the Company appointed Northern Trust (Guernsey) Limited as Depositary (the "Depositary"). The Depositary Agreement replaced the previous custody agreement between the Company and its Custodian, Northern Trust (Guernsey) Limited. AFMG Limited resigned as Investment Manager and the Company appointed Tiburon Partners LLP as its Investment Manager.
As a result of the above AIFM changes a new Administration Agreement has also been issued effective 1st August 2014.
The Company has also introduced an annual embedded subscription right for the ordinary shares in order to raise additional capital. This proposal was passed at the EGM on 22nd October 2014. In relation to the preparation of the prospectus issued in connection with the subscription rights other professional fees amounting to $175,644 have been paid during the period and are included in the legal and professional fees disclosed in the unaudited statement of comprehensive income..
18. PRIOR PERIOD ADJUSTMENT
The Investment Trust Company regime was amended for accounting periods commencing on or after 1st January 2012, whereby a formal application for initial entry into the regime is required, supported by appropriate annual tax filings to maintain ongoing investment trust status. This differs from the previous regime whereby investment trust status was granted annually on a retrospective basis after the company tax return was submitted to HM Revenue and Customs.
HMRC approval has been granted for all periods up to and including 30th April 2012. Due to the late filing of the formal application with HMRC to enter the investment trust regime, which was subsequently not accepted, the Company did not have investment trust status for the year ended 30th April 2013. No corporation tax was payable as a consequence of this and a successful application for the Company to enter into the investment trust regime from 1st May 2013 has been made and accepted, subject to the Company continuing to meet eligibility conditions.
The Company was not granted investment trust status for the year ended 30th April 2013. The accounts for the year ended 30th April 2013 had previously been prepared on the assumption that investment trust status would be granted. In order to adjust for this error in the assumed basis of taxation, the figures for the year ended 30th April 2013 have been restated. These restatements had no overall impact on the profit for the year, nor on the net assets of the Company and are further explained in the Unaudited Statement of Changes in Equity..
19. SUBSEQUENT EVENTS
There have been no events subsequent to the period ended 31st October 2014. .
This information is provided by RNS
The company news service from the London Stock Exchange
END
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