Nippon Active Value - Half-year Report
17/09/2024 07:00
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RNS Number : 4082E Nippon Active Value Fund PLC 17 September 2024
LEI: 213800JOFEGZJYS21P75
17 September 2024
NIPPON ACTIVE VALUE FUND PLC
Half-Yearly Report For the six month period ended 30 June 2024
INVESTMENT OBJECTIVE
The investment objective of Nippon Active Value Fund plc ("the Company" or
"NAVF" or "the Fund") is to provide Shareholders with attractive long-term
capital growth. This growth is delivered primarily through the active
management of a focused portfolio of quoted companies that have the majority
of their operations in, or revenue derived from, Japan, or a majority of whose
consolidated net assets are held in Japan, or that are included in the TOPIX,
and that have been identified by the Investment Adviser as being undervalued.
FINANCIAL INFORMATION
As at As at
30 June
31 December
2024
2023
Net assets - (millions) £339.1 £319.9
Net asset value ("NAV") per Ordinary Share ("Share") - (pence)(1) 179.3 169.2
Share price - (pence) 171.0 162.0
Share price discount to NAV - (%)(2) 4.6 4.2
Ongoing charges - (annualised) - (%)(2) 1.21 1.17
========= =========
PERFORMANCE SUMMARY
For the six month For the six month
period to 30 June
period to 30 June
2024
2023
% change(3)
% change(3)
NAV total return per Share(2) +6.9 +6.7
Share price total return per Share(2) +6.6 +23.2
MSCI Japan Small Cap index (sterling terms) total return +0.1 +0.4
========= =========
Source: Bloomberg
1. This is measured on a cum income basis, including dividend
reinvested.
2. These are Alternative Performance Measures ("APM"). Definition of
these and other APMs used in this report, together with how these APMs have
been calculated are disclosed below.
3. Total returns are stated using the GBP equivalents, including
dividend reinvested.
CHAIRMAN'S STATEMENT
PERFORMANCE
I am pleased to present Nippon Active Value Fund's half-yearly report,
covering the period from 1 January to 30 June 2024.
Over that period the Company's net asset value rose by +6.9% while the share
price rose by +6.6%. In comparison, the MSCI Japan Small Cap Index (in
Sterling terms) was essentially flat over the same period. Since the launch of
the Company in February 2020, the net asset value of the Company has increased
by +89.2% and the share price by +77.3%, compared to a return in the MSCI
Japan Small Cap Index of +16.7% (all in sterling terms with dividends
reinvested).
At the end of June 2024, the discount was -4.6%, having ranged between a
discount of -7.7% and a premium +0.7% over the first half of the year.
The broad Japanese index, TOPIX, reached a new high in June 2024, finishing
the period 6.2% above the level on 1 January 2024. The market was led by
large-cap stocks, and supported by an increased allocation to Japan by global
investors, both active and passive, as well as buying by domestic investors in
Nippon Individual Savings Accounts ("NISAs"), the tax efficient savings
vehicles launched in 2014. Last year, the government implemented changes to
NISA accounts which have made these investment vehicles far more compelling,
particularly given the changes in the inflation outlook.
Our strategy does not target any index or seek to reflect the Japanese market
as a whole. Our focus remains on medium and small capitalised companies, where
we can build up significant stakes to enable productive engagement with their
management. We target companies with inefficient capital management, usually
trading on a low price to book ratio and with high levels of cash reserves.
This results in a relatively concentrated portfolio and returns can vary
significantly from both the TOPIX and small cap indices, depending on the
results of discussions with the management of our portfolio holdings. We
expect the focus on balance sheet strength to provide some support in falling
markets, which was indeed the case during the market correction in late July.
Our Investment Adviser report which follows, discusses some of the major
contributors to returns as well as examples of engagement with target
companies.
CORPORATE GOVERNANCE DEVELOPMENTS
Our strategy is designed to benefit from the improvements in corporate
governance in Japan and the increasing tolerance of and positive response to
activist investors. One of the indicators of activism is the number of
shareholder proposals, as opposed to management resolutions, submitted to
annual general meetings. In the first half of the year CLSA reported that the
number of non-management resolutions rose by over 170%. There are several
developments that encourage corporate management to focus more on
profitability and returns to shareholder:
· In April 2022, the Japanese Securities Exchange ("JPX"),
introduced a new system of classification for listed equities, which divides
listed equities into Prime, Standard and Growth Markets based on criteria
including market capitalisation, tradable shares and corporate governance
standards. The reorganisation allowed a generous transition period. Last year,
JPX clarified the arrangements for ending the transition period and the
criteria to be applied in the annual reassessment of eligibility. As part of
this they announced that they would require companies trading below book value
to provide plans to boost their share price. In January this year they
strengthened their 'comply or explain' regime by publishing the names of
companies that had satisfied their requirements, in effect naming those who
had not. JPX also announced that from 2026 they would undertake a periodic
assessment of liquidity, based on the annual traded value of shares as a
percentage of market capitalisation. There has also been an announcement by
the JPX in June of 2024 that new qualifications for inclusion in the
widely-used TOPIX index will be introduced to stress liquidity rather than
simple market capitalisation.
· Historically, Japanese companies have held a large number of
cross-shareholdings. This is particularly evident in the large industrial
groups (Toyota's holdings in other group companies and suppliers have received
a lot of attention this year) and in the financial sector. The Financial
Securities Association ("FSA") has announced that insurance companies will
have to sell all their cross shareholdings. This should eventually reduce the
ability of shareholders from related companies to block external shareholder
proposals.
· In June, the Japanese parliament eased restrictions on
investors acting in concert, which has clarified some of the grey areas in the
regulation of unsolicited take-over bids.
· Finally, the FSA and JPX have amended the requirements for
reporting documents, to improve their timeliness (until now the most detailed
financial report was often only available after the AGM) and make more reports
available in English.
We firmly believe that the above measures, focused on improving outcomes for
all shareholders, have made management more receptive to arguments presented
by activist investors for improved capital allocation, particularly in the
small and medium cap sectors.
GEARING
The Company has arranged a borrowing facility of £70 million to provide the
Investment Adviser with flexibility to gear the portfolio when appropriate. At
30 June 2024, the portfolio held 6.4% in cash and at the time of writing is
approximately 2.5% in cash.
OUTLOOK
The Company's strategy is to invest in a small number of deeply undervalued
companies. To unlock that valuation discount, we target companies where there
is a strong potential for engagement with management to improve returns to
shareholders through, for example, higher dividend payouts or share buy backs.
Our Investment Adviser continues to identify new opportunities in both the
small and mid-cap sectors. With the return on investment of listed Japanese
companies still significantly below those in the US and UK, the Japanese
financial regulators are increasingly vocal in calling for a greater focus on
profitability and shareholder returns. We are encouraged by the more positive
sentiment towards Japanese equities this year amongst both domestic and
international investors and by the increased willingness of domestic investors
to vote against managements that have failed to meet key productivity/return
targets. For example, Nippon Life cast "against" votes for 18% of its total
votes cast at AGMs this year.
Ours is a highly selective, concentrated approach and we expect the fund's
returns to be relatively lowly correlated to the broader Japan equities
market. Even if investors' focus shifts to opportunities away from Japan, we
are confident that our activist approach will continue to perform well.
ROSEMARY MORGAN
Chairman
16 September 2024
INVESTMENT ADVISER'S REPORT FOR THE HALF-YEAR ENDED 30 JUNE 2024
NAV PERFORMANCE OF THE FUND FOR 2020, 2021, 2022, 2023, Q1 & Q2 2024 AND
YTD:
Absolute (ex-inc)¹ Cumulative (ex-inc)(1)
Period JPY Sterling/Yen GBP JPY FX GBP
%
FX change
%
%
%
%
%
21 February 2020 to 31 December 2020 12.2 1.4 13.6 12.2 1.4 13.6
Year Ended 31 December 2021 34.2 -12.8 21.4 50.5 -12.6 37.9
Year Ended 31 December 2022 3.7 -1.8 1.9 56.0 -15.6 40.5
Year Ended 31 December 2023 36.7 -16.2 20.5 110.0 -40.8 69.3
1st Quarter 12.1 -6.7 5.4 135.4 -57.0 78.4
31 December 2023 - 31 March 2023
2nd Quarter 6.9 -6.4 0.5 151.7 -72.4 79.3
1 April 2024 - 30 June 2024
2024 Year YTD (H1) 19.8 -13.9 5.9 151.7 -72.4 79.3
========= ========= ========= ========= ========= =========
1. This is measured on an ex-income basis, excluding dividend
reinvested.
INTRODUCTION
Broadly, the first half of 2024 has been marked as a period of consolidation
in the markets, with Japan taking a breather after 18 months of strong upward
momentum and the dawning realisation that its long decades of general investor
neglect were finally over. The table above shows the capital return of the
fund (that is, without reinvesting dividends) over the calendar years since
launch and the first half of 2024. As the Chairman noted in her report, we do
not target any index, though we do monitor our returns compared to our peers
and the most relevant benchmarks. We are pleased to report that by the end of
June our underperformance of the large cap indices earlier in the year had
reversed. In the period since the end of June the fund's NAV has outperformed
both large and small cap indices.
Not for the first time, the identity of one of the worst performing counters
over the first half of the year is the Japanese yen, as measured against
sterling. Maintaining necessary liquidity has cost us dear - 11.79% in the
period under review and 72.38% in lost performance since we launched NAVF in
February 2020! Nevertheless, and whisper it softly, but "the times they are a
changing"... see below.
There is nothing in the current macro-economic trends to make RSM's principals
believe that the fundamental bull case is damaged. Indeed, in Q2 we have seen
hints at a possible US rate reduction, ongoing Japanese inflation, and the
continued unwinding of foreign investments in China. Most significantly, in
the period post review, Mr Ueda at the Japanese Central Bank has finally acted
decisively to raise rates - the yen carry trade is unwinding rapidly and all
bets are off!
PERFORMANCE ATTRIBUTION
In the table below, the top 5 names represent the best performers over the
period. The bottom five are the top detractors:
Top Contributors to 30 June 2024
Average Total Contribution to
Weight
Return
Portfolio
%
%
Return
%
Yamaichi Electronics Co., Ltd. 3.96 52.54 1.78
Ebara Jitsugyo Co., Ltd. 4.70 24.49 1.12
Eiken Chemical Co., Ltd. 5.80 17.15 0.98
ASKA Pharmaceutical Holdings Co., Ltd. 4.48 23.78 0.94
Bunka Shutter Co., Ltd. 6.36 13.02 0.80
========= ========= =========
Top Detractors to 30 June 2024
Average Total Contribution to
Weight
Return
Portfolio
%
%
Return
%
TSURUHA Holdings, Inc. 0.43 -22.34 -0.30
Meiko Trans Co., Ltd. 3.00 -8.93 -0.31
Japanese Yen 7.32 -11.79 -0.99
Sekisui Jushi Corporation 4.23 -18.18 -1.05
Nippon Fine Chemical Co., Ltd. 4.15 -19.63 -1.06
========= ========= =========
CORPORATE ENGAGEMENT
It is worth reflecting on some of the engagements, both winners and losers, we
have had in the first half of the year.
The tender by Bain & Co for T&K Toka concluded successfully with the
timetable for the re-investment into the new private entity stretching out
into August 2024. NAVF will benefit from the opportunity to hold a larger
percentage of the new equity for a very modest outlay, thanks to the gearing
being employed by private equity's typical structure. As previously reported,
Kazutaka Mizuochi, President of Rising Sun Management, will be appointed as a
director of the holding company in order to represent the interests of the
concert party, including NAVF, on the board.
Yamaichi Electronics has three main businesses - test solutions (52% of
revenue, 75% of EBITDA, 35% EBITDA margin), connectors (45% of revenue, 23% of
EBITDA, 13% EBITDA margin) and optic-related products (4% of revenue, 2% of
EBITDA, 13% EBITDA margin).
The company is highly cyclical and specialised and currently serves only the
flash memory sector. Our rationale when we invested was that the company's
fundamentals were sound: it is a beneficiary of the market trend to
miniaturise chips and of the increased use of graphics and videos through its
move into testing Graphics Processing Units (GPUs). In addition, the company
has a weak shareholder register and low capex, making it, we felt, a
compelling candidate for privatisation.
On 15 May 2024, the company announced a strong earnings forecast, with
operating profit more than doubling (up 150% YoY) for the financial year 2024,
driven by the recovery of testing equipment for smartphone-related chips.
Additional revenue was also expected (not yet reflected in the numbers) from
products driven by generative AI data centres. The company increased its
Return On Equity target to 10% and proposed an increase in the total payout
ratio to 40% (30% dividend + 10% buybacks). As a result, the stock was up on
the day of the announcement and over 50% better YTD. With our thanks to
management for so positively addressing the company's share price, we decided
to realise our profit and focus on the next opportunities.
On 26 April 2024, a long-term target, Aizawa Securities, where our 'cousin'
Dalton has held over 11% for many years, finally acquiesced to our demands by
announcing a ¥20 billion return to shareholders via a special dividend,
increased normal dividends and a large buyback. The stock, which had closed on
25 April at ¥1300 per share, instantly rallied 15%, moving to a premium to
book value for the first time, and we withdrew our AGM proposals in
appreciation. The company had been trying to induce us to sell our
shareholding to them at market prices, but we had refused at such a large
discount to fair value. Following its dramatic announcement, Aizawa then
proposed an off-exchange transaction designed to take our wider 'group' out of
its complete position. We were happy to oblige and sold everything at ¥1750
per share, an almost 150% profit on our average cost. We still believe the
company is worth more, but the opportunity to exit such a large overall
position in one go, evidence of management's very real desire to rid itself of
its most annoying shareholder(s), was too good to miss.
Bunka Shutter is a company we still really like. Business remains strong,
there is too much cash, and management is aware of its obligations under the
corporate code. Our colleagues in Tokyo have begun a constructive dialogue
with the directors and we will shortly be making an important proposal to the
Board.
In Tokyo, the May cherry blossom was in full bloom and the RSM CIO and Tokyo
team were busy meeting portfolio companies. One business has been singularly
recalcitrant in ignoring our blandishments to improve its capital allocation
policies. We had reached the point where we had determined more radical
treatment was necessary. Our visit was predicated on our intention to release
our latest letter to the management of Fuji Media Holdings (FMH), one of our
largest positions, urging them to implement an MBO, as the first stage of
breaking up the conglomerate into its constituent parts. This is a company
with one of the oldest boards in Japan, a country where they know about old
boards. One of the senior directors has been in situ for over 41 years!
As a leading broadcaster, and regarding itself as virtually untouchable as it
hides behind the Broadcasting Act, it is not just us that is being defied. Mr
Yamaji, CEO of JPX (the Japan Exchange Group), has decried that all listed
companies must aspire for an ROE in excess of 8% and to trade at greater than
1x book value. FMH has an ROE below 5% and its stock stands around 0.4x price
to book ratio. It is the cheapest example in a cheap sector, and it is a
disgrace. We have posted our letter, the fourth we have written, to the NAVF
website, along with the appendix on the board's constituent ages and tenures
in office.
It is only fair to report that, notwithstanding the embarrassment of such a
public spat (much reported on in Tokyo), FMH's management continue to ignore
us. The company's poorly performing stock price was a big detractor to our
performance in the second quarter. Still, we remain optimistic; we may not
strike fear into the hearts of the directors, but FMH would be ill-advised to
ignore Mr Yamaji. Sooner or later, something has got to give, and we are
betting it will be the company!
Every now and then, an opportunity comes along for us to act as Good
Samaritans to the market. The Helios Techno trade is an old-fashioned
arbitrage - the accumulation of a blocking minority to prevent the
'take-under' of the company at a ridiculously low price by RS Technology. So
far, so good.
OUTLOOK AND STOP PRESS
RSM's strategy continues to work. So much so, that Private Equity is now
following our every move. Indeed, one prominent domestic firm recently
complained to us that we were not aggressive enough! Strong words from an
industry that just wants to be seen as a white knight. One additional
consequence of the T&K Toka deal is an immediate awareness whenever we sit
down with a PE player in Tokyo, foreign or domestic, of those stocks in our
portfolio which they are following and believe would be good MBO candidates.
This has already made our decisions on where to devote resources both quicker
and, we hope, more efficient.
The last word here is normally to write about new lows in the yen costing us
lost performance. Time to change the tune. We are reasonably confident that a
corner has finally been turned. The nadir of yen weakness against GBP was
¥207.7 on 11 July 2024. On 30 July 2024, with the rate still hovering around
¥200, Governor Ueda announced he was raising the bank rate to 0.25% and
halving government bond purchases. The effect has been dramatic, with the yen
strengthening to ¥189.1. These are early days, but could this be the start of
the great yen revival? It has been a long time coming, and further progress
will probably depend on the much-anticipated reductions in the US Prime rate,
but we are already beginning to feel the benefits of a little support to our
valuation: on 1 August NAVF's AUM exceeded £360 million for the first time.
We have always said that one day, currency appreciation (because of our
original decision never to hedge), would make us look clever despite
ourselves. If nothing else, it could now provide a different sort of hedge,
against stock market volatility. This may well be needed - markets feel like
we are in for a bumpy ride!
When asked about the vulnerability of the NAVF portfolio to a stronger yen, we
have always responded that the bulk of the portfolio is domestic-facing, with
little exposure to export or currency-led industries, so we would expect to be
less impacted than portfolios composed of large international businesses. We
are about to find out if we were right.
In early August, shortly after the Bank of Japan increased interest rates, US
technology stocks were sold off overnight, and the TOPIX and Nikkei 225
indices both posted their sharpest declines in decades. The market
subsequently recovered, but it was a timely reminder that markets fall as well
as rise. We are not trying to predict or ride market trends, but continue to
research opportunities to build stakes in specific companies with
underperforming strategies, where we think we have a chance of convincing them
to implement policies that will improve returns to all their shareholders. We
believe our approach can deliver, even if markets in general are choppy.
PAUL FFOLKES DAVIS
RISING SUN MANAGEMENT LIMITED
16 September 2024
PORTFOLIO AS AT 30 JUNE 2024
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS
Company Sector Percentage of
net assets (%)
Hogy Medical Healthcare 6.9
Fuji Media Holdings Communication Services 6.7
Eiken Chemical Healthcare 6.5
Bunka Shutter Industrials 6.4
Meisei Industrial Industrials 5.6
Aska Pharmaceutical Healthcare 5.4
Ebara Jitsugyo Industrials 5.4
Murakami Consumer Discretionary 5.0
Sekisui Jushi Industrials 4.9
Teikoku Sen-I Industrials 4.7
=========
PORTFOLIO CHARACTERISTICS
Equity Investments 94.1%
Price/Book 1x
Price/Earnings 8.7x
EV/EBITDA 4.4x
Adjusted Cash/Mkt Cap* 29.7%
Net Working Capital/Market Cap** 40.6%
=========
* Adjusted Cash / Market Cap = (Cash + Cross Shareholdings - Debt) /
Market Cap
** Net Working Capital / Market Cap = (Cross Shareholdings + Total
Current Assets - Total Liabilities) / Market Cap
INTERIM MANAGEMENT REPORT
The Directors are required to provide an Interim Management Report in
accordance with the Financial Conduct Authority ("FCA") Disclosure Guidance
and Transparency Rules ("DTR") and consider the Chairman's Statement and the
Investment Adviser's Report in this half-yearly report to provide details of
the important events which have occurred during the period and their impact on
the financial statements. The following statements on Related Party
Transactions, Going Concern and the Directors' Responsibility Statement,
together constitute the Interim Management Report of the Company for the
period ended 30 June 2024. The outlook for the Company for the remaining six
months of the year ending 31 December 2024 is discussed in the Chairman's
Statement and the Investment Adviser's Report.
RISKS AND UNCERTAINTIES
The principal and emerging risks and uncertainties facing the Company are
detailed in the Company's most recent Annual Report for the year ended 31
December 2023. These remain unchanged during the period under review.
The principal and emerging risks, together with a summary of the processes and
internal controls used to manage and mitigate risks where possible are
outlined in the Annual Report for the year ended 31 December 2023.
The Board is responsible for the management of risks and uncertainties faced
by the Company. The Board relies on the Investment Adviser and the Alternative
Investment Fund Manager ("AIFM"), who will seek to mitigate these risks
through active asset management initiatives and carrying out due diligence
work on potential targets before entering into any investments. The principal
and emerging risks and uncertainties of the Company are continuously monitored
by the Board, with input from the Investment Adviser.
The Board is of the opinion that these principal and emerging risks and
uncertainties remain and are applicable to the remaining six months of the
Company's financial year.
RELATED PARTY TRANSACTIONS
The Company's Investment Adviser is Rising Sun Management Limited and is
considered a related party under the Listing Rules. The Investment Adviser is
entitled to receive an annual advisory fee calculated as 0.85 per cent. of the
Company's net assets (exclusive of VAT). Investment advisory fees paid during
the period to 30 June 2024 were £1,389,000 (30 June 2023: £694,000; 31
December 2023: £1,434,000). There is no performance fee payable to the
Investment Adviser.
A key member of the RSM team is a major shareholder of Rosenwald Capital
Management, Inc. Further details of Rosenwald Management Inc's shareholding
remain unchanged as disclosed in the 2023 Annual Report.
Rosenwald Capital Management, Inc. receives dividends paid by the Company
based on its shareholding.
GOING CONCERN
The Directors have adopted the Going Concern basis in preparing the financial
statements. The Directors do not foresee any immediate material risk to the
Company's investment portfolio; nevertheless, a prolonged and deep market
decline could lead to falling values in the underlying business or
interruptions to cash flow. The following is a summary of the Directors'
assessment of the Going Concern status of the Company.
The Company's ability to continue as a Going Concern was assessed by the
Directors, for the period being at least twelve months from the date the
financial statements were authorised for issue. The assessment took into
consideration the wars in Ukraine and the Middle East (Israel/Gaza) and the
continued geopolitical tension between the US and China.
The Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for at least twelve months from
the date of this report. In reaching this conclusion, the Directors have
considered the liquidity of the Company's portfolio of investments as well as
its cash position, income and expense flows. The Company's net assets at 30
June 2024 were £339,142,000 (30 June 2023: £165,824,000; 31 December 2023:
£319,938,000). As at 30 June 2024, the Company held £21,580,000 (30 June
2023: £1,012,000; 31 December 2023: £22,257,000) in cash. The total expenses
for the period ended 30 June 2024 were £2,241,000 (30 June 2023: £1,340,000;
31 December 2023: £2,465,000). The ongoing charges ratio represented
approximately 1.21% (30 June 2023: 1.48%; 31 December 2023: 1.17%) of average
net assets during the period. At the date of approval of this document, based
on the aggregate of investments and cash held, the Company has substantial
operating expenses cover.
DIRECTORS' STATEMENT OF RESPONSIBILITY FOR THE HALF-YEARLY REPORT
The Directors confirm to the best of their knowledge that:
· The condensed set of financial statements contained within
the half-yearly report has been prepared in accordance with International
Accounting Standard 34, "Interim Financial Reporting" as required by DTR
4.2.4R.
· The Interim Management Report includes a fair review of the
information required by 4.2.7R and 4.2.8R of the FCA's Disclosure Guidance and
Transparency Rules.
ROSEMARY MORGAN
Chairman
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
16 September 2024
CONDENSED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
Note For the period ended For the period ended For the period ended
30 June 2024
30 June 2023
31 December 2023*
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Gains on investments - 20,363 20,363 - 9,520 9,520 - 48,138 48,138
Income 4 4,546 - 4,546 2,751 - 2,751 4,994 - 4,994
Foreign exchange gains/(losses) - 15 15 - 41 41 - (2,605) (2,605)
Investment adviser fees (278) (1,111) (1,389) (139) (555) (694) (287) (1,147) (1,434)
Other operational expenses (852) - (852) (646) - (646) (1,031) - (1,031)
--------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------- ---------------
Profit before taxation 3,416 19,267 22,683 1,966 9,006 10,972 3,676 44,386 48,062
========= ========= ========= ========= ========= ========= ========= ========= =========
Taxation 5 (454) - (454) (277) - (277) (498) - (498)
--------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------- ---------------
Profit and comprehensive income for the period 2,962 19,267 22,229 1,689 9,006 10,695 3,178 44,386 47,564
========= ========= ========= ========= ========= ========= ========= ========= =========
Earnings per Ordinary Share - basic and diluted (pence) 8 1.57p 10.19p 11.76p 1.49p 7.97p 9.46p 2.44p 34.06p 36.50p
========= ========= ========= ========= ========= ========= ========= ========= =========
* Audited
There is no other comprehensive income and therefore the return for the period
is also the total comprehensive income for the period.
The total column of the above statement is the profit and loss account of the
Company. All revenue and capital items in the above statement derive from
continuing operations.
Both the supplementary revenue and capital columns are both prepared in
accordance with Statement of Recommended Practice ("SORP") issued by
Association of Investment Companies ("AIC").
The notes below form part of these half-yearly financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
As at As at As at
30 June
30 June
31 December
2024
2023
2023*
Note
£'000
£'000
£'000
Non-current assets
Investments at fair value through profit or loss 3 319,232 162,103 295,268
Current assets
Cash and cash equivalents 21,580 1,012 22,257
Trade and other receivables 2,677 4,779 2,936
--------------- --------------- ---------------
24,257 5,791 25,193
Current liabilities
Trade and other payables (4,347) (2,070) (523)
--------------- --------------- ---------------
Net current assets 19,910 3,721 24,670
--------------- --------------- ---------------
Net assets 339,142 165,824 319,938
========= ========= =========
Capital and reserves attributable to Shareholders
Share capital 7 1,891 1,130 1,891
Share premium 231,834 115,349 231,834
Capital reserve 101,978 47,330 82,710
Revenue reserve 3,439 2,015 3,503
--------------- --------------- ---------------
Total equity 339,142 165,824 319,938
========= ========= =========
NAV per Ordinary Share (pence) 9 179.31p 146.72p 169.15p
========= ========= =========
* Audited
Approved by the Board of Directors and authorised for issue on 16 September
2024 and signed on their behalf by:
CHETAN GHOSH
Director
Nippon Active Value Fund plc is incorporated in England and Wales with
registration number 12275668.
The notes below form part of these half-yearly financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
For the period to 30 June 2024 Share Share Capital Revenue Total
capital
premium
reserve
reserve
£'000
Note
£'000
£'000
£'000
£'000
Balance at 1 January 2024 1,891 231,834 82,710 3,503 319,938
--------------- --------------- --------------- --------------- ---------------
Profit and comprehensive income for the period - - 19,268 2,962 22,230
Dividends paid 6 - - - (3,026) (3,026)
--------------- --------------- --------------- --------------- ---------------
Balance at 30 June 2024 1,891 231,834 101,978 3,439 339,142
========= ========= ========= ========= =========
For the period to 30 June 2023 Share Share Capital Revenue
capital
premium
reserve
reserve
Total
Note
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2023 1,130 115,349 38,324 3,942 158,745
Profit and comprehensive income for the period - - 9,006 1,689 10,695
Dividends paid 6 - - - (3,616) (3,616)
--------------- --------------- --------------- --------------- ---------------
Balance at 30 June 2023 1,130 115,349 47,330 2,015 165,824
========= ========= ========= ========= =========
Year ended 31 December 2023* Share Share Capital Revenue
capital
premium
reserve
reserve
Total
Note
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2023 1,130 115,349 38,324 3,942 158,745
Issue of ordinary shares 761 117,623 - - 118,384
Share issue cost - (1,138) - - (1,138)
Profit and comprehensive income for the year - - 44,386 3,178 47,564
Dividends paid 6 - - - (3,617) (3,617)
--------------- --------------- --------------- --------------- ---------------
Balance at 31 December 2023 1,891 231,834 82,710 3,503 319,938
========= ========= ========= ========= =========
* Audited
The revenue reserve and realised element of the capital reserve represents the
amount of the Company's retained and distributable reserves.
The notes below form part of these half-yearly financial statements.
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
For the period to For the period to For the year ended
30 June
30 June
31 December
2024
2023
2023*
Note
£'000
£'000
£'000
Operating activities cash flows
Profit before taxation** 22,683 10,972 48,062
Adjustment for:
Gains on investments (20,363) (9,520) (48,138)
Increase in trade and other receivables (18) (798) (624)
Decrease in trade and in other payables (1) (58) (81)
Tax withheld on overseas income 5 (454) (277) (498)
--------------- --------------- ---------------
Net cash flow from/(used in) operating activities 1,847 319 (1,279)
========= ========= =========
Investing activities cash flows
Purchases of investments (97,591) (61,957) (338,602)
Sales of investments 98,093 34,528 216,771
--------------- --------------- ---------------
Net cash flow from/(used in) investing activities 502 (27,429) (121,831)
--------------- --------------- ---------------
Financing activities cash flows
Issue of ordinary share capital - - 118,384
Share issue cost - - (1,138)
Dividends paid 6 (3,026) (3,616) (3,617)
--------------- --------------- ---------------
Net cash flow (used in)/from financing activities (3,026) (3,616) 113,629
Decrease in cash and cash equivalents (677) (30,726) (9,481)
--------------- --------------- ---------------
Cash and cash equivalents at the beginning of the period 22,257 31,738 31,738
--------------- --------------- ---------------
Cash and cash equivalents at the end of the period 21,580 1,012 22,257
========= ========= =========
* Audited
** Cash inflow from dividends received for the period is £4,097,000 (30
June 2023: £1,727,000 and 31 December 2023: £4,178,000).
The notes below form part of these half-yearly financial statements.
NOTES TO THE HALF-YEARLY FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company is a closed-ended investment company incorporated on 22 October
2019 in England and Wales with registered number 12275668 and registered as an
investment company under Section 833 of Companies Act 2006, as amended from
time to time (the "Act"). On 21 February 2020, the Company's shares were
admitted to the Specialist Fund Segment of the Main Market of the London Stock
Exchange. On the same day, trading of the Ordinary Shares commenced on the
London Stock Exchange. On 11 October 2023, the Company's Ordinary Shares were
admitted to the Official List of the FCA and trading on the premium segment of
the main market for listed securities of the London Stock Exchange.
The investment objective of the Company is to provide Shareholders with
attractive long-term capital growth through the active management of a focused
portfolio of quoted companies that have the majority of their operations in,
or revenue derived from, Japan, or a majority of whose consolidated net assets
are held in Japan, or that are included in the TOPIX and that have been
identified by the Investment Adviser as being undervalued.
The principal activity of the Company is that of an investment trust within
the meaning of section 1158 of the Corporation Tax Act 2010.
FundRock Management Company (Guernsey) Limited acts as the Company's
Alternative Investment Fund Manager (the "AIFM") for the purposes of Directive
2011/61/EU on Alternative Investment Fund Managers.
The Company's Investment Adviser is Rising Sun Management Limited.
Apex Listed Companies Services (UK) Limited, the Company's appointed
Administrator, (the "Administrator") provides administrative and company
secretarial services to the Company under the terms of an administration
agreement between the Company and the Administrator.
The Company's registered office is 6th Floor, 125 London Wall, London, EC2Y
5AS.
2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
Statement of compliance
The Company's condensed unaudited half-yearly financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting and the
Disclosure Guidance and Transparency Rules ("DTRs") of the UK's Financial
Conduct Authority. When presentational guidance set out in the Statement of
Recommended Practice ("SORP") for Investment Companies issued by the
Association of Investment Companies ("the AIC") in July 2022 is consistent
with the requirements of IFRS, the Directors have sought to prepare the
financial statements on a basis compliant with the recommendations of the
SORP.
The financial statements were approved and authorised for issue by the Board
on 16 September 2024. This Half-yearly Report will be made available to the
public at the Company's registered office. It will also be made available on
the Company's website: https://www.nipponactivevaluefund.com.
Going Concern
The Board has a reasonable expectation that the Company has adequate resources
to continue in operational existence for at least the following twelve-month
period from the date of this report and believe that it is appropriate to
prepare the half-yearly financial statements of the Company on a Going Concern
basis. Further disclosure on Going Concern can be found above.
Use of estimates and judgements
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates. See below
paragraph for judgement around determination of the functional and
presentation currency.
Estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the year in which the
estimates are revised and in any future periods affected. There have been no
estimates, judgements or assumptions, which have had a significant impact on
the financial statements for the period.
Basis of measurement
The financial statements have been prepared on the historical cost basis
except for financial instruments at fair value through profit or loss, which
are measured at fair value.
Functional and presentation currency
The financial statements are presented in sterling, which is the Company's
functional currency. The Company's investments are denominated in Japanese
yen. However, the Company's Shares are issued in sterling. In addition, a
substantial majority of the Company's expenses are paid in sterling. It is
also expected that the Company's dividend will be declared and paid in
sterling. All financial information presented in sterling has been rounded to
the nearest thousand pounds.
The Company is required to identify its functional currency, being the
currency of the primary economic environment in which the Company operates.
The Board, having regard to the currency of the Company's share capital and
the predominant currency in which its shareholders operate, has determined
that sterling is the functional currency. Sterling is also the currency in
which the financial statements are presented.
Accounting Policies
The accounting policies used by the Company in preparing these half-yearly
unaudited financial statements are the same as those applied by the Company in
its financial statements as at and for the year ended 31 December 2023.
3. INVESTMENTS
Investment at fair value through profit or loss As at As at As at
30 June
30 June
31 December
2024
2023
2023
£'000
£'000
£'000
Listed on a recognised overseas exchange 319,232 162,103 295,268
--------------- --------------- ---------------
Total 319,232 162,103 295,268
========= ========= =========
FAIR VALUE MEASUREMENTS OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
The financial assets and liabilities are either carried at their fair value,
or the amount is a reasonable approximation of fair value (due from brokers,
dividends receivable, accrued income, due to brokers, expense accruals and
cash and cash equivalents).
Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the Fair Value measurement of the
relevant asset as follows:
Level 1 - valued using quoted prices in active markets for identical assets.
Level 2 - valued by reference to valuation techniques using observable inputs
including quoted prices.
Level 3 - valued by reference to valuation techniques using inputs that are
not based on observable market data.
The table below sets out fair value measurements using the Fair Value
Hierarchy.
As at 30 June 2024 Level 1 Level 2 Level 3 Total
£'000
£'000
£'000
£'000
Assets:
Equity investments 319,232 - - 319,232
--------------- --------------- --------------- ---------------
Total 319,232 - - 319,232
========= ========= ========= =========
As at 30 June 2023 Level 1 Level 2 Level 3 Total
£'000
£'000
£'000
£'000
Assets:
Equity investments 162,103 - - 162,103
--------------- --------------- --------------- ---------------
Total 162,103 - - 162,103
========= ========= ========= =========
As at 31 December 2023 Level 1 Level 2 Level 3 Total
£'000
£'000
£'000
£'000
Assets:
Equity investments 295,268 - - 295,268
--------------- --------------- --------------- ---------------
Total 295,268 - - 295,268
========= ========= ========= =========
There were no transfers between levels during the period (30 June 2023: none;
31 December 2023: none).
4. INVESTMENT INCOME
For the period to For the period to Year ended
30 June
30 June
31 December
2024
2023
2023
£'000
£'000
£'000
Income from investments:
Overseas dividends 4,541 2,750 4,987
Other income:
Deposit interest 5 1 7
--------------- --------------- ---------------
Total 4,546 2,751 4,994
========= ========= =========
5. TAXATION
Analysis of tax charge in the period:
For the period to For the period to For the year ended
30 June 2024
30 June 2023
31 December 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Overseas withholding tax 454 - 454 277 - 277 498 - 498
--------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------- ---------------
Total tax charge for the period 454 - 454 277 - 277 498 - 498
========= ========= ========= ========= ========= ========= ========= ========= =========
6. DIVIDEND
The Company does not have a specific dividend policy. Any distributions will
be made at the discretion of the Board, taking into consideration the
requirement to ensure the Company continues to be approved as an investment
trust in accordance with sections 1158 and 1159 of the Corporation Tax Act
2010. The Board has not declared a dividend for the half year ended 30 June
2024 (2023: Nil).
Dividends paid during the respective periods are detailed in the below table:
Type - respective financial period/year end - dividend rate (pence) For the For the For the
period to
period to
year ended
30 June
30 June
31 December
2024
2023
2023
£'000
£'000
£'000
Interim dividend - paid 24 May 2024 (1.60p per ordinary share) 3,026 - -
Interim dividend - paid 26 May 2023 (3.20p per ordinary share) - 3,616 3,617
--------------- --------------- ---------------
Total 3,026 3,616 3,617
========= ========= =========
7. SHARE CAPITAL
Share capital represents the nominal value of shares that have been issued.
The share premium includes any premiums received on issue of share capital.
Any transaction costs associated with the issuing of shares are deducted from
share premium. The Directors have been authorised to issue up to 400 million
Shares.
Share capital movement during the period
For the period to For the period to For the year ended
30 June 2024
30 June 2023
31 December 2023
No. of shares Nominal No. of shares Nominal No. of shares Nominal
value of
value of
value of
shares
shares
shares
£'000
£'000
£'000
Allotted, issued & fully paid:
Opening balance 189,141,704 1,891 113,021,433 1,130 113,021,433 1,130
Ordinary Shares of 1p each ('Ordinary Shares') issued - - - - 76,120,271 761
----------------- ----------------- ------------------- ----------------- ----------------- -----------------
Closing balance 189,141,704 1,891 113,021,433 1,130 189,141,704 1,891
========== ========== ========== ========== ========== ===========
There were no share issues nor buybacks during the period to 30 June 2024.
Scheme of Reconstruction
On 1 September 2023 the Company published details of its Schemes of
Reconstruction (the "Schemes"), the results of which were published on 10
October 2023. As a result of the Schemes, the change in share capital of the
Company was as follows:
Share issue:
abrdn Japan Investment Trust plc ("AJIT") - The Company acquired approximately
£61.6 million of net assets from abrdn Japan Investment Trust plc AJIT in
consideration for the issue of 39,616,423 new Ordinary shares in the Company.
Atlantis Japan Growth Fund Limited ("AJG") - The Company acquired
approximately £56.8 million of net assets from AJG in consideration for the
issue of 36,503,848 new Ordinary shares in the Company.
The cost of implementing the Schemes was £1,138,000.
Rights attaching to the ordinary shares
Dividend rights: All Ordinary Shares are entitled to a distribution of
dividends, in the event that the Directors resolve to make such a distribution
to Shareholders, in the same proportions as capital is attributable to them.
Rights in respect of capital: On a winding-up or a return of capital, in the
event that the Directors resolve to make such a distribution to Shareholders,
all Ordinary Shares are entitled to a distribution of capital in the same
proportions as capital is attributable to them.
Voting rights: Every Shareholder shall have one vote for each Ordinary Share
held.
8. EARNINGS PER ORDINARY SHARE
Total return per Ordinary Share is based on the return on ordinary activities,
including income, for the period after taxation of £22,229,000 (30 June 2023:
£10,695,000 and 31 December 2023: £47,564,000).
Based on the weighted average number of Ordinary Shares in issue for the
period to 30 June 2024 of 189,141,704 (30 June 2023: 113,021,433 and 31
December 2023: 130,330,974), the returns per share were as follows:
For the period to For the period to For the year ended
30 June 2024
30 June 2023
31 December 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Return per Ordinary Share 1.57p 10.19p 11.76p 1.49p 7.97p 9.46p 2.44p 34.06p 36.50p
========= ========= ========= ========= ========= ========= ========= ========= =========
9. NET ASSET VALUE PER SHARE
Total equity and the net asset value ("NAV") per share attributable to the
Ordinary Shareholders at the period end calculated in accordance with the
Articles of Association were as follows:
As at As at As at
30 June
30 June
31 December
2024
2023
2023
Net Asset Value (£) 339,142,000 165,824,000 319,938,000
Ordinary Shares in issue 189,141,704 113,021,433 189,141,704
----------------- ----------------- -----------------
NAV per Ordinary Share 179.31p 146.72p 169.15p
========== ========== ==========
10. RELATED PARTY TRANSACTIONS
Total Investment Adviser and AIFM fees for the period to 30 June 2024 are
shown in the Statement of Comprehensive Income. As at 30 June 2024, no
Investment Adviser fees and AIFM fees were outstanding.
A key member of the RSM team is a major shareholder of Rosenwald Capital
Management, Inc. As at 30 June 2024, Rosenwald Capital Management, Inc. had
notified the Company of its shareholding which remains unchanged as disclosed
in the 2023 Annual Report.
Rosenwald Capital Management, Inc. receives dividends paid by the Company
based on its shareholding.
Directors' fees and shareholdings
Directors' fees are payable at the rate of £29,535 per annum for each
Director other than the Chairman, who is entitled to receive £43,830. The
Chairman of the Audit Committee is also entitled to an additional fee of
£5,515 per annum.
The Directors had the following shareholdings in the Company, all of which
were beneficially owned.
As at As at As at
30 June
30 June
31 December
2024
2023
2023
Rosemary Morgan 41,450 40,000 40,000
Chetan Ghosh 40,000 40,000 40,000
Rachel Hill 115,791 115,791 115,791
Alicia Ogawa 25,000 25,000 25,000
Ayako Weissman 50,000 27,000 50,000
Clare Boyle n/a n/a n/a
Noel Lamb 35,853 n/a 35,853
========= ========= =========
11. PRINCIPAL RISKS AND CAPITAL MANAGEMENT
(i) Market risks
Economic conditions
Changes in economic conditions in Japan (for example, interest rates and rates
of inflation, industry conditions competition, political and diplomatic events
and other factors) and in the countries in which the Company's investee
companies operate could substantially and adversely affect the Company's
prospects.
Sectoral diversification
The Company is not subject to restrictions on the amount it may invest in any
particular sector. Although the portfolio is expected to be diversified in
terms of sector exposures, the Company may have significant exposure to
portfolio companies in certain sectors from time to time. As there is no hard
limit on the amount the Company may invest in any sector the entire Portfolio
may, at certain times, be invested solely in one sector. Greater concentration
of investments in any one sector may result in greater volatility in the value
of the Company's investments and consequently its NAV and may materially and
adversely affect the performance of the Company and returns to Shareholders.
Management of market risks
The Company is invested in a diversified portfolio of investments.
The Board will not set any limits on sector weightings or stock selection
within the portfolio. The Board will apply the following restrictions on the
size of its investments:
· not more than 30 per cent. of the Gross Asset Value at the
time of investment will be invested in the securities of a single issuer; and
· the value of the four largest investments at the time of
investment will not constitute more than 75 per cent. of the Gross Asset
Value.
(ii) Liquidity risks
The securities of small-to-medium-sized (by market capitalisation) companies
may have a more limited secondary market than the securities of larger
companies. Accordingly, it may be more difficult to effect sales of such
securities at an advantageous time or without a substantial drop in price,
than securities of a company with a large market capitalisation and broad
trading market. In addition, securities of small-to-medium-sized companies may
have greater price volatility as they can be more vulnerable to adverse market
factors such as unfavourable economic reports.
Management of liquidity risks
The Company's Investment Adviser and AIFM monitor the liquidity of the
Company's portfolio on a regular basis. Liquidity risk is minimised by holding
sufficient liquid investments which can be readily realised to meet liquidity
demands. The Company's liquidity risk is managed on a daily basis by the
Investment Adviser in accordance with established policies and procedures in
place. Liquidity risk is not significant as the majority of the Company's
assets are investments in quoted equities that are readily realisable.
(iii) Currency risks
The majority of the Company's assets will be denominated in a currency other
than sterling (predominantly in Japanese yen) and changes in the exchange rate
between sterling and Japanese yen may lead to a depreciation of the value of
the Company's assets as expressed in sterling and may reduce the returns to
the Company from its investments and, therefore, negatively impact the level
of dividends paid to Shareholders.
Management of currency risks
The Company does not currently intend to enter into any arrangements to hedge
its underlying currency exposure to investment denominated in Japanese yen,
although the Investment Adviser and the Board may review this from time to
time.
(iv) Interest rate risks
The Company is exposed to interest rate risk specifically through its cash
holdings. Interest rate movements may affect the level of income receivable
from any cash on deposit with banks. The effect of interest rate changes on
the earnings of the companies held within the portfolio may have a significant
impact on the valuation of the Company's investments.
Management of interest rate risks
Prevailing interest rates are taken into account when deciding on borrowings.
(v) Credit risks
Cash and other assets held by the custodian
Cash and other assets that are required to be held in custody will be held by
the custodian or its sub-custodians. Cash and other assets may not be treated
as segregated assets and will therefore not be segregated from any custodian's
own assets in the event of the insolvency of a custodian.
Cash held with any custodian will not be treated as client money subject to
the rules of the FCA and may be used by a custodian in the course of its own
business. The Company will therefore be subject to the creditworthiness of its
custodians. In the event of the insolvency of a custodian, the Company will
rank as a general creditor in relation thereto and may not be able to recover
such cash in full, or at all.
Management of credit risks
The Company has appointed Northern Trust Global Services Limited as its
custodian. The credit rating of Northern Trust was reviewed at time of
appointment and changes to its credit rating are monitored regularly by the
Investment Adviser, the AIFM and the Board.
The Investment Adviser and AIFM monitor the Company's exposure to its
counterparties on a regular basis and the position is reviewed by the
directors at Board meetings.
12. POST PERIOD END EVENTS
As discussed in the investment adviser report above, the tender by Bain &
Co for T&K Toka was held successfully with the re-investment into the new
private entity concluding in August 2024. There are no post period end events
other than as disclosed in this Half-yearly Report.
13. STATUS OF THIS REPORT
These half-yearly financial statements are not the Company's statutory
accounts for the purposes of section 434 of the Companies Act 2006. They are
unaudited. The Half-yearly report will be made available to the public at the
registered office of the Company. The report will also be available on the
Company's website (https://www.nipponactivevaluefund.com/).
The information for the year ended 31 December 2023 has been extracted from
the last published audited financial statements, unless otherwise stated. The
audited financial statements has been delivered to the Registrar of Companies.
The Auditors reported on those accounts and their report was unqualified, did
not draw attention to any matters by way of emphasis and did not contain a
statement under sections 498(2) or 498(3) of the Companies Act 2006.
ALTERNATIVE PERFORMANCE MEASURES ("APM")
DISCOUNT
The amount, expressed as a percentage, by which the share price is less than
the NAV per Ordinary Share.
As at 30 June 2024 (Pence)
NAV per Ordinary Share a 179.31
Share price b 171.00
--------------- ---------------
Discount (b÷a)-1 4.6%
========= =========
TOTAL RETURN
A measure of performance that includes both income and capital returns. This
takes into account capital gains and reinvestment of dividends paid out by the
Company into its Ordinary Shares on the ex-dividend date.
Period ended 30 June 2024 Share price NAV
Opening at 1 January 2024 (pence) a 162.0 169.2
Closing at 30 June 2024 (pence) b 171.0 179.3
Movement (b÷a)-1 c 5.6% 6.0%
Dividend reinvestment factor d 1.0% 0.9%
--------------- --------------- ---------------
Total return (c+d) 6.6% 6.9%
========= ========= =========
ONGOING CHARGES
A measure, expressed as a percentage of average NAV, of the regular, recurring
annual costs of running an investment company.
Period ended 30 June 2024
Average NAV a £329,696,000
Annual expenses b £3,998,410
------------------- -------------------
Ongoing charges (b÷a) 1.21%
=========== ===========
Enquiries:
Company Secretary
Apex Listed Companies Services (UK) Ltd
Tel: +44 (0) 20 3327 9720
-END-
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