REG - Oryx Int. Growth Fnd - Annual Financial Report
04/07/2024 07:00
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RNS Number : 0591V Oryx International Growth Fund Ld 04 July 2024
4 July 2024
FOR IMMEDIATE RELEASE
RELEASED BY BNP PARIBAS S.A., GUERNSEY BRANCH FINAL RESULTS ANNOUNCEMENT
THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED ANNOUNCE
FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2024
A copy of the Company's Annual Report and Financial Statements will be
available via the following link:
www.oryxinternationalgrowthfund.co.uk
(http://www.oryxinternationalgrowthfund.co.uk/)
STRATEGIC REPORT
COMPANY OVERVIEW
Key Figures
(£ in millions, except per share data) At 31 March 2024 At 31 March 2023
Net Asset Value ("NAV") attributable to Ordinary shareholders 231.67 206.43
Investments 227.04 193.04
Cash and cash equivalents 4.24 15.59
NAV per Ordinary Share attributable to shareholders* 16.55 14.75
Share Price 11.73 11.95
Discount to NAV* (29.12)% (18.98)%
Earnings/(loss) per Ordinary Share 1.80 (0.93)
(*) These performance metrics are also Alternative Performance Measures, see
below for further details.
Dividend History
No Ordinary Share dividend was declared during the years ended 31 March 2024
and 31 March 2023.
CHAIRMAN'S STATEMENT
I am very pleased to announce the results for the 12 month period ended 31
March 2024. In the first half of the year, there was rise in the NAV of 7.0%
and it is satisfying that this has continued into the second half, with the
overall increase in the NAV amounting to 12.2%. When compared against the
smaller companies indices, this is a good result and Christopher Mills and his
team at Harwood are to be congratulated.
As you can see from the Investment Manager's Report below, the UK public
equity markets, particularly for small companies, have been beset by many
challenges. It is therefore interesting to note that the performance of your
Company over a prolonged period, is excellent. The NAV per Ordinary Share over
15 years has risen by 891.0%, 10 years by 211.7%, five years by 76.3%, and
three years by 0.8%. The three year number encompasses the difficult period of
COVID and therefore it is gratifying to see good performance once again coming
to the fore. While we do not use any comparison indices, a well regarded UK
small cap index has published data for the equivalent periods of a rise of in
the index of 265% over 15 years, 29% over 10 years, 17% over 5 years and 6%
over 3 years.
As I have commented many times in the past, the cycle of identifying,
investing in, nurturing and then selling our investments is both long and
complicated. However, the team at Harwood have established, over many decades,
a considerable skill in identifying and then taking companies through this
cycle; the results that I have outlined above stand testament to this skill.
As the Investment Manager's Report below indicates, a number of investments
are in a sales process. The cash realised will give us the ability to search
for new opportunities that meet the strict criteria that we consider a
prerequisite of investment; good management, strong balance sheets and
excellent prospects.
In line with our stated policy, the Board does not intend to pay a dividend.
It is difficult to make any firm predictions for the future given the
uncertainty of both markets and the worldwide political situation. Your Board
are confident that the well tried and tested investment formula that governs
the management of the portfolio will once more see us through these difficult
times.
Nigel Cayzer
Chairman
3 July 2024
INVESTMENT MANAGER'S REPORT
It is pleasing to note that the NAV per Ordinary Share rose by 12.2% during
the year under review despite either lacklustre or declining performance of
the relevant indices.
Global markets generally performed well during the twelve-month period,
particularly the US. The reality, however, is that smaller companies in
general and UK smaller companies in particular underperformed compared to
major blue chips. This in part reflects the weak economic environment of the
UK and a general lack of interest in equities, not least because interest
rates remain high by recent historical standards.
This has been compounded by government taxation policies which have squeezed
the British middle class, curtailing enthusiasm for risk. There have been
recent attempts to stimulate demand in UK equities, many of which are yet to
be enacted. It is unclear as to whether these shall succeed but it is
encouraging that steps are being taken to address the current issues in the
market.
A significant problem has been the dearth of new issues and those that have
come to market have, in too many cases, quickly destroyed shareholder value.
On the other side of the coin, there has been a vibrant market for takeovers
at good premiums for both small and large UK companies. It is clear that
overseas buyers have identified the significant discount to true value that UK
companies currently trade at and this should, in time, encourage more
investment into the domestic market. Looking forward, there are early signs of
recovery in the Initial Public Offering (IPO) market as large well-known
companies seek UK listings.
Quoted Equities:
The Company's performance for the 2024 fiscal year end March was driven by
takeovers or offers for significant parts of the business, resulting in
capital returns. In this context, the Company benefited from the takeover of
Sureserve Group Plc, Smoove Plc, The Fulham Shore Plc, City Pub Group Plc,
OnTheMarket Plc, Seraphine Group Plc and the closing of the protracted bid for
Curtis Banks Group Plc. Companies that received bids for the majority of their
assets include Pendragon Plc (now Pinewood Technologies Group Plc) and
Ascential Plc.
The market was unforgiving when companies missed expectations and barely
recognised results which were better than expected. Niox Group Plc was a
standout performer up over 40% during the period. Hargreaves Services Plc also
performed well, up over 20%, NAHL Group Plc was up 60% while Maintel Holdings
Plc was up nearly 100%.
However, many of our holdings drifted without any bad news, reflecting the
general malaise. Examples of this include Avingtrans Plc, Centaur Media Plc,
Redcentric Plc, Flowtech Fluidpower Plc and EKF Diagnostics Holdings Plc.
Some of our investments performed very poorly and Stobart Group Ltd
(previously "Esken Ltd") ended up worthless. Renalytix AI Plc fell
substantially due to concerns over funding. Catalyst Media Group Plc and
Randall & Quilter declined following failed bids and more difficult
trading. Collectively, these investments reduced the NAV by around 3%.
Several existing investments were added to as well as a number of new
investments were made during the period. In particular, we increased our
investment in Pinewood Technologies Group Plc prior to the capital repayment.
Other existing holdings which were increased include Carr's Group Plc, Eckoh
Plc and Animalcare Group Plc.
New investments were made in Trifast Plc, Restore Plc, Elementis Plc, together
with smaller investments in Dialight Plc and Xaar Plc. Indeed, there is no
shortage of attractive investment opportunities so that the Company's cash
balances have been minimal in recent months.
Unquoted Equities:
There is little to report on the unquoted portfolio during the twelve-month
period. Moxico Resources Plc was sold at a modest uplift from the 2023
valuation. A small holding was taken in iEnergizer Ltd and this was sold at a
100% profit in May 2024. GYG Limited was delisted to save listing costs and
traded well in 2023. Since the Company's year end the company had a bid
approach at a substantial premium to the end March 2024 valuation.
Sourcebio International Plc sold a division at a favourable price resulting in
a recent return of capital, Jaguar Holdings Ltd is also trading well, and it
is hoped we can achieve a liquidity event in the next twelve months at an
uplift to the current valuation.
Outlook:
Many fund managers continue to face significant redemptions, placing ongoing
pressure on the market for smaller companies, which are becoming increasingly
illiquid. The Company, with its fixed capital structure, is well placed to
make new investments which, in time, we believe will have proven to be
fundamentally undervalued. Equally important, we believe our activist approach
continues to serve us well and gives us a competitive advantage over many
other managers in our asset class.
Recent corporate actions will substantially increase our cash reserves,
enabling us to take advantage of opportunities as they arise. It is undeniable
we face headwinds from war, the probable demise of the Conservative party,
higher for longer interest rates and economic growth which, at best, must be
described as underwhelming. Nevertheless, we believe the portfolio holds a
number of attractive investments and we remain confident that we can continue
to create value for our shareholders.
Harwood Capital Management (Gibraltar) Limited
3 July 2024
TEN LARGEST HOLDINGS
As at 31 March 2024 As at 31 March 2023
Holding Cost Fair Value % of NAV Holding Cost Fair Value % of NAV
Units Units
NIOX Group Plc 40,000,000 7,715,505 25,600,000 11.05% 40,000,000 7,715,505 17,680,000 8.56%
Pinewood Technologies Group Plc 50,000,000 13,273,896 19,200,000 8.29% 6,000,000 1,109,582 990,000 0.48%
Avingtrans Plc 4,000,000 10,785,350 15,200,000 6.56% 4,000,000 10,785,350 16,400,000 7.94%
Centaur Media Plc 35,000,000 12,166,100 13,300,000 5.74% 35,000,000 12,166,100 16,800,000 8.14%
Hargreaves Services Plc 2,500,000 8,107,696 12,350,000 5.33% 2,450,000 7,912,696 10,216,500 4.95%
Redcentric Plc 9,700,000 9,134,690 12,222,000 5.28% 9,500,000 8,883,066 12,635,000 6.12%
EKF Diagnostics Holdings Plc 36,000,000 4,866,592 9,936,000 4.29% 36,000,000 4,866,592 11,124,000 5.39%
Carr's Group Plc 8,000,000 9,272,500 8,960,000 3.87% 5,000,000 5,521,950 6,400,000 3.10%
Animalcare Group Plc 4,250,000 7,269,737 8,670,000 3.74% 550,000 840,000 852,500 0.41%
Tribal Group Plc 20,000,000 11,603,585 8,620,000 3.72% 20,000,000 11,603,585 7,840,000 3.80%
NIOX Group Plc
Cost £7,715,505 (40,000,000 shares)
Market Value £25,600,000 representing 11.05% of NAV
Niox Group Plc is a commercial-stage specialty pharmaceutical company focused
on respiratory diseases. Its gold standard core NIOX product provides a
diagnostic FeNO test for asthma sufferers in international markets.
The company had another exceptional year, growing earnings before interest,
taxes, depreciation, and amortization ("EBITDA") from £7.3 million to £11.4
million on 18% revenue growth. The company increased net cash to £18.8
million from £18.4 million after returning £10.5 million to shareholders in
the form of a special dividend. Management has stated their confidence in
future cash generation with the implementation of an ongoing ordinary
dividend. The strategy going forward is focussed on boosting sales in the
underpenetrated US market while upgrading the company's product offering.
Pinewood Technologies Group Plc (previously 'Pendragon Plc")
Cost £13,273,896 (50,000,000 shares)
Market Value £19,200,000 representing 8.29% of NAV
Pinewood Technologies Group Plc is the remaining business of Pendragon Plc.
Lithia Motors agreed to purchase the automotive retailing of Pendragon Plc,
returning 24.5 pence per share to investors on 7 May 2024 as a special
dividend, or circa £12.25 million to the Company.
Pinewood Technologies Group Plc provides dealer management software solutions
that provides an all-in-one cloud-based system for car, truck and motorcycle
manufacturers and retailers on a global basis. Lithia intends to install the
Pinewood Technologies Group Plc system into its US locations as well as
expanding its European presence. The business is profitable and expects to
grow its UK EBITDA from £13 million to £27 million by 2027. Given this
forecast primarily reflects no upside from its joint venture ("JV") with
Lithia Motors we believe there is scope for material share price appreciation
as it onboards its software with additional auto retailers.
Avingtrans Plc
Cost £10,785,350 (4,000,000 shares)
Market Value £15,200,000 representing 6.56% of NAV
Avingtrans Plc is a buy and build strategy business that operates in the
energy/nuclear, infrastructure and medical sectors. The company's self-branded
'Pinpoint - Invest - Exit' (PIE) has consistently delivered high returns for
shareholders and the current portfolio contains some valuable assets.
The company reported a strong set of interims with organic sales growth of 24%
and EBITDA growth of 30%, with the order book 95% covered for the year-end
estimates. Management has reported that recent acquisitions (circa £13.7
million cost) are performing ahead of initial expectations and legacy assets
have received new contract wins, bringing in record order books. Net debt is
circa £2.2 million following the acquisitions but we expect some assets to be
exited in the medium term.
Centaur Media Plc
Cost £12,166,100 (35,000,000 shares)
Market Value £13,300,000 representing 5.74% of NAV
Centaur Media Plc is an international provider of business information,
training, and specialist consultancy across its Xeim and The Lawyer business
units. The company is actively engaged in the marketing and legal sectors,
offering a wide range of products that add value to their customer base.
Management has delivered on their MAP23 target, generating a 25% EBITDA margin
up from 10% when the initiative was put in place. The company has returned
cash via special and ordinary dividends of circa £8.9 million with net cash
now standing at circa £9.5 million. Post period end the company received a
preliminary approach from Waterland Private Equity but this interest has now
ceased.
Hargreaves Services Plc
Cost £8,107,696 (2,500,000 shares)
Market Value £12,350,000 representing 5.33% of NAV
Hargreaves Services Plc aims to deliver returns in two key asset classes:
industrials and the property sector. The business has evolved from a
traditional model of industrial services and logistics to incorporate
renewable energy, civil engineering, land restoration and remediation. The
Company has developed a pipeline of opportunities with a land bank of 18,000
acres across the UK, which will have a mixed-use purpose of residential,
commercial property and industrial use.
The company has completed several initiatives during the year to enhance
shareholder value. Management completed the buy in of the two defined pension
schemes at a maximum cost of £6.6 million against the estimated cost of £9
million. This action simplifies the balance sheet and saves circa £1.8
million a year in contributions and contributes to the recently announced
increase in the interim dividend to 18p per share (2023: 3p). Operationally,
the Hargreaves Raw Material Services (HRMS) business has slowed down on soft
pig iron and zinc prices, but this has reduced working capital needs and
released cash to the company. Services has performed strongly and the land
portfolio is expected to outperform.
Redcentric Plc
Cost £9,134,690 (9,700,000 shares)
Market Value £12,222,000 representing 5.28% of NAV
The company is a leading UK Information Technology ("IT") managed services
business that provides IT and cloud services to meet its customer and client's
needs. The group benefits from an established reputation as an end-to-end
managed service provider delivering innovative technology to improve business
productivity and efficiency.
The Company reported EBITDA of £28.4 million on sales of £163.1 million
after a full year of the 2023 acquisitions contributed to run rate revenue and
cost synergies were put in place. The company has net debt of £41.9 million
and a free cash flow yield of 7.7%. We believe the assets operate in a growth
area and the business as a whole would be an attractive asset to a trade
buyer.
EKF Diagnostics Holdings Plc
Cost £4,866,592 (36,000,000 shares)
Market Value £9,936,000 representing 4.29% of NAV
EKF Diagnostics Holdings Plc is a global integrated market leader in the
medical diagnostics business, offering a large range of hemoglobin and
hematocrit point of care tests. The business also has a clinical laboratory
division, enzyme manufacturing and the provision of contract manufacturing
services to the healthcare industry.
The company delivered sales and profit in line with consensus forecasts at
£52.6 million and £10.4 million respectively. The decline from prior year is
reflective of the lost Covid-19 related revenue. Management is driving the
Point of Care business back to historic growth levels and the fermentation
facility should start to deliver in the current year. The company reported a
positive start to 2024 with Q1 EBITDA improved by circa 20% as key business
lines returned to growth.
Carr's Group Plc
Cost £9,272,500 (8,000,000 shares)
Market Value £8,960,000 representing 3.87% of NAV
Carr's Group Plc is an international manufacturer and supplier of market
leading brands in the specialty agriculture and engineering sectors.
The Engineering division has performed well and has grown the order book to
£60 million in 2024, a substantial increase from the prior year. The
Specialty Agriculture division has a less certain outlook given the broader
need for cyclical recovery in the sector. The company has brought in a new
Chief Executive Officer ("CEO") and Chief Finance Officer ("CFO") who have
stated their intention to restructure the group's operations and maximise
value for shareholders. Management is exploring a possible sale of the
Engineering division given its lack of synergies with the Agriculture
business.
Animalcare Group Plc
Cost £7,269,737 (4,250,000 shares)
Market Value £8,670,000 representing 3.74% of NAV
Animalcare Group Plc markets and sells a range of pharmaceutical products and
services to vets and vet wholesalers on a global scale.
The company divested its 33% stake in its STEM JV for $4.7 million and sold
its Identicare chipping business for circa £25 million, bringing net cash on
the balance sheet to circa £30 million. The Identicare business was sold at a
16-17x Enterprise Value ("EV")/EBITDA multiple versus 8.4x EV/EBITDA multiple
for the group as a whole, suggesting a material uplift from its current
valuation. The business is profitable, having delivered £13.3 million of
EBITDA on £74.4 million of sales and the health of the balance sheet leaves
scope for bolt on transactions to boost existing growth and expand its
geographic presence. The company is developing a new range of drugs for the
equine and companion pet sectors. If successful, the share price could be
expected rise very materially from current levels.
Tribal Group Plc
Cost £11,603,585 (20,000,000 shares)
Market Value £8,620,000 representing 3.72% of NAV
Tribal Group Plc is a provider of technology products and services to the
education, learning and training markets in the UK and overseas. It is active
in administrative functions in three fields: student management services,
professional services & analytics, and quality assurance.
The company has faced share price volatility as a bid for the entire business
at 74 pence was rejected by the largest shareholder. The legal process over
the Singapore contract remains outstanding. Outside of this, the business has
performed well, growing its SaaS based revenue and streamlining its portfolio
of assets.
INVESTMENT SCHEDULE
as at 31 March 2024
Holding Fair Value % of NAV
Units
LISTED INVESTMENTS £ %
Great Britain - Equities (93.64%, 2023: 87.41%)
4Global Plc 245,000 127,400 0.05
Animalcare Group Plc 4,250,000 8,670,000 3.74
Ascential Plc 750,000 2,278,500 0.98
Assetco Plc 3,000,000 960,000 0.41
Avingtrans Plc 4,000,000 15,200,000 6.56
Benchmark Holdings Plc 9,000,000 3,870,000 1.67
Bigblu Broadband Plc 6,600,000 2,310,000 1.00
Carr's Group Plc 8,000,000 8,960,000 3.87
Catalyst Media Group Plc 3,435,000 2,576,250 1.11
Centaur Media Plc 35,000,000 13,300,000 5.74
Dialight Plc 360,000 594,000 0.26
Eckoh Plc 15,000,000 5,550,000 2.40
EKF Diagnostics Holdings Plc 36,000,000 9,936,000 4.29
Elementis Plc 4,000,000 5,888,000 2.54
Facilities By Adf Plc 2,025,000 1,012,500 0.44
Flowtech Fluidpower Plc 2,250,000 1,845,000 0.80
Hargreaves Services Plc 2,500,000 12,350,000 5.33
Hostmore Plc 7,500,000 1,312,500 0.57
Induction Healthcare Group P 4,500,000 675,000 0.29
Kitwave Group Plc 1,500,000 5,565,000 2.40
Maintel Holdings Plc 2,655,000 6,372,000 2.75
MJ Gleeson Plc 1,000,000 4,790,000 2.07
Nahl Group Plc 9,000,000 5,310,000 2.29
NIOX Group Plc 40,000,000 25,600,000 11.05
Pinewood Technologies Group 50,000,000 19,200,000 8.29
React Group Plc 93,500,000 1,262,250 0.54
Redcentric Plc 9,700,000 12,222,000 5.28
Renalytix Plc 2,800,000 896,000 0.39
Restore Plc 3,000,000 6,480,000 2.80
Spire Healthcare Group Plc 2,500,000 5,800,000 2.50
Tissue Regenix Group Plc 10,000,000 6,200,000 2.68
Trellus Health Plc 5,000,000 100,000 0.04
Tribal Group Plc 20,000,000 8,620,000 3.72
Trifast Plc 11,750,000 8,225,000 3.55
Verici Dx Plc 8,000,000 720,000 0.31
Xaar Plc 1,050,000 1,102,500 0.48
Young & Cos Brewery Plc - A 107,771 1,051,845 0.45
216,931,745 93.64
Bermuda Islands - Equities (0.06%, 2023: 1.05%)
Randall + Quilter Investment Holdings Ltd 3,000,000 150,600 0.06
150,600 0.06
Total listed investments 217,082,345 93.70
Holding Fair Value % of NAV
Units
£ %
UNLISTED INVESTMENTS
Great Britain - Equities (0.81%, 2023: 1.94%)
IPT Group Limited 112,498 - -
Sinav Limited 437,033 172,983 0.07
Sourcebio International Plc 2,000,000 1,700,000 0.73
Studio Retail Group Plc 250,000 - -
Tradewise Conv Pref SHS GBP 1,094,528 - -
Urban Exposure Plc 2,700,000 27,000 0.01
1,899,983 0.81
Great Britain - Limited Partnership Interest (0.00%, 2023: 0.00%)
BDB1 LLP (Rileys/Indicant) 1,258 - -
- -
Spain - Equities (2.04%, 2023: 1.57%)
GYG Limited 10,485,947 4,718,676 2.04
4,718,676 2.04
USA - Equities (0.51%, 2023: 0.51%)
Jaguar Holdings Limited 665,761 1,133,114 0.49
Corrosion Innovation LLC CI 475 37,638 0.02
1,170,752 0.51
USA - Debt (0.52%, 2023: 0.59%)
Jaguar Holdings Limited 532,309 1,200,952 0.52
1,200,952 0.52
Cayman Islands - Equities (0.01%, 2023: n/a)
Fulcrum Utility Services Ltd 14,250,000 21,375 0.01
21,375 0.01
Cayman Islands - Debt (0.16%, 2023: 0.12%)
Fulcrum Utilities 362,500 362,500 0.16
362,500 0.16
Guernsey - Equities (0.25%, 2023: n/a)
iEnergizer Ltd 1,000,000 584,000 0.25
584,000 0.25
Total unlisted investments 9,958,238 4.30
Total investments 227,040,583 98.00
Cash and cash equivalents 4,235,327 1.83
Net current assets 390,288 0.17
Total NAV 231,666,198 100.00
Refer to note 15 of the financial statements for further information on
Segment Information.
Principal Activities
The principal activity of the Company is to carry out business as an
investment company. The Directors do not envisage any changes in this activity
for the foreseeable future.
Structure
The Company is a Guernsey Authorised Closed-Ended Collective Investment Scheme
pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 2020 and
the Authorised Closed Ended Investment Scheme Rules 2021 issued by the
Guernsey Financial Services Commission ("GFSC"). It was incorporated and
registered with limited liability in Guernsey on 2 December 1994, with
registration number CMP28917. The Company has a premium listing on the Main
Market of the London Stock Exchange ("LSE").
Purpose
The purpose of the Company is to generate above-market returns, as measured
against the appropriate index, over the medium and long term through
investment in small and medium size companies.
Investment Policy
The Company principally invests in small and mid-size quoted and unquoted
companies in the UK and US. The Investment Manager targets companies that have
fundamentally strong business models but where there may be specific factors
that are constraining the maximisation or realisation of shareholder value,
which may be realised through the pursuit of an activist shareholder agenda by
the Investment Manager. Dividend income is a secondary consideration when
making investment decisions.
Achieving the Investment Policy
The investment approach of the Investment Manager is characterised by a
rigorous focus on research and financial analysis of potential investee
companies so that a thorough understanding of their business models is gained
prior to investment. Comprehensive due diligence, including one or more
meetings with management, as well as site visits, are standard procedures
before shares are acquired.
Typically the portfolio will comprise of 40 to 60 holdings (but without
restricting the Company from holding a more or less concentrated portfolio in
the future).
The Company may invest in derivatives, financial instruments, money market
instruments and currencies solely for the purpose of efficient portfolio
management (i.e. solely for the purpose of reducing, transferring or
eliminating investment risk in the Company's investments, including any
technique or instrument used to provide protection against exchange and credit
risks).
The Investment Manager expects that the Company's assets will normally be
fully invested. During periods in which changes in economic conditions or
other factors so warrant, the Company may reduce its exposure to securities
and increase its position in cash and money market instruments.
A detailed description of the key risk controls employed by the Investment
Manager is disclosed in note 16 of the financial statements. An analysis of
the Company's portfolio is disclosed above including a description of the ten
largest equity investments. At the year end, the Company's portfolio consisted
of 54 holdings (2023: 55 holdings). The top 10 holdings represented 57.87%
(2023: 59.06%) of NAV.
The Board is responsible for determining the gearing strategy for the Company.
Gearing is used selectively to leverage the Company's portfolio in order to
enhance returns where and to the extent this is considered appropriate, to do
so. Borrowings are short term and particular care is taken to ensure that any
bank covenants permit maximum flexibility of the investment policy. Refer to
note 8 of the financial statements for more information.
The Company may only make material changes to its investment policy with the
approval of shareholders (in the form of an ordinary resolution).
Investment Restrictions
The Company has adopted the following policies:
(a) it will not invest in securities carrying unlimited liability;
(b) short selling for the purpose of efficient portfolio management
will be permitted provided that the aggregate value of the securities subject
to a contract for sale that has not been settled and which are not owned by
the Company shall not exceed 20 percent of the NAV. In addition, the Company
may engage in uncollateralised stock lending on normal commercial terms with
counterparties whose ordinary business includes uncollateralised stock lending
provided that the aggregate exposure of the Company to any single counterparty
shall not exceed 20 percent of the NAV;
(c) it will not take legal or management control of investments in its
portfolio;
(d) it will not buy or sell commodities or commodity contracts or real
estate or interests in real estate although it may purchase and sell
securities which are secured by real estate or commodities and securities of
companies that invest in or deal in real estate commodities;
(e) it will not invest or lend more than 20 percent of its assets in
securities of any one Company or single issuer;
(f) it will not invest more than 35 percent of its assets in
securities not listed or quoted on any recognised stock exchange;
(g) it will not invest in any Company where the investment would
result in the Company holding more than 10 percent of the issued share capital
of that Company or any class of that share capital, unless that Company
constitutes a trading Company (for the purposes of the relevant UK
legislation) in which case the Company may not make any investment that would
result in it holding 50 percent or more of the issued share capital of that
Company or of any class of that share capital;
(h) it will not invest more than 5 percent of its assets in units of
unit trusts or shares or other forms of participation in managed open-ended
investment vehicles;
(i) the Company may use options, foreign exchange transactions on
the forward market, futures and contracts for differences for the purpose of
efficient portfolio management provided that:
(1) in the case of options, this is done on a covered basis;
(2) in the case of futures and forward foreign exchange transactions,
the face value of all such contracts does not exceed 100 percent of the NAV of
the Company; or
(3) in the case of contracts for difference (including stock index
future or options) the face value of all such contracts do not exceed 100
percent of NAV of the Company.
None of these restrictions, however, require the
realisation of any assets of the Company where any restriction is breached as
a result of an event outside the control of the Investment Manager which
occurs after the investment is made, but no further relevant assets may be
acquired by the Company until the relevant restriction can again be complied
with. In the event of any breach of these investment restrictions, the Board
will as soon as practicable make an announcement on a Regulatory Information
Service and subsequently write to shareholders if appropriate; and
(j) the Company will ensure gearing does not exceed 20% of NAV.
Principal Risks and Uncertainties
The Directors confirm that they have carried out a robust assessment of the
principal and emerging risks facing the Company, including those that would
threaten its business model, future performance, solvency, or liquidity.
The Board is responsible for the Company's system of internal controls and for
reviewing its effectiveness. The Board also monitors the investment limits and
restrictions set out in the Company's investment objective and policy.
The principal and emerging risks that have been identified and the steps taken
by the Board to mitigate these are as follows:
Principal risk Mitigating factor
Investment activity, performance and back office
An inappropriate investment strategy may result in under performance against The Investment Manager operates in accordance with the investment limits and
the Company's objectives. The Board manages these risks by ensuring a restrictions policy determined by the Board. The Directors review the limits
diversification of investments. and restrictions on a regular basis and BNP Paribas S.A., Guernsey Branch (the
"Administrator") monitors adherence to the limits and restrictions every month
and notifies the Board of any breach. The Investment Manager provides the
Board with management information including performance data and reports and
the Stockbroker provides shareholder analysis. The Directors monitor the
implementation and results of the investment process with the Investment
Manager at each Board meeting and monitor risk factors in respect of the
portfolio. Investment strategy is reviewed regularly.
The Board and Investment Manager reviews performance from all service
providers on a regular basis to ensure compliance with required levels of
service provision.
For the Company to function efficiently, it is reliant on the provision of an
efficient and reliable service from various third party service providers
alongside the Investment Manager's own back office functions.
Level of discount or premium
A discount or premium to NAV can occur for a variety of reasons, including While the Directors may seek to mitigate any discount to NAV per Share through
market conditions or to the extent investors undervalue the management share buybacks, there can be no guarantee that they will do so and the
activities of the Investment Manager or discount their valuation methodology Directors accept no responsibility for any failure of any such strategy to
and judgement. effect a reduction in any discount or premium.
Market price risk
The fair value or future cash flows of a financial instrument held by the The Directors review and agree policies for managing these risks. The policies
Company may fluctuate because of changes in market prices. This market risk have remained substantially unchanged during the year under review. The
comprises inflation risk, currency risk, interest rate risk and other price Investment Manager assesses the exposure to market risk when making each
risk. investment decision and monitors the overall level of market price risk on the
investment portfolio on an ongoing basis.
Geopolitical factors
The ongoing Ukraine / Russia war and the Israel/Gaza conflict continue to have The Directors take comfort in the fact that the Company's long held strategy
the potential to destabilise global and regional geopolitics, the full effects of having no, or minor, borrowings and its no-dividend policy will help it
of which cannot be fully ascertained at this time. withstand short term cash-flow pressures and not require it to sell any
material part of its investments under these uncertain conditions. Moreover,
as stated in the Investment Manager's Report, the Company's cautious
investment approach, targeting healthy and growing businesses with solid
In addition, the ongoing approach by western governments towards these financial credentials and cash flows, combined with the close relationship
conflicts could ease or contribute to significant market dislocations and have with management teams should minimize the impact of adverse market conditions.
significant impacts on the level of global interest rates and economic It is hoped that this could even provide fruitful opportunities to buy
activity. additional shares at significant discounts to fair value in the future. The
Board will continue to monitor the effects of any election or war for direct
or indirect impacts on the Company and its future prospects and will report
any material change to its assessment as appropriate.
During 2024, there are more national elections than in any typical year,
including many of the largest economies globally, specifically USA and the UK.
As governments change, this can create destabilising effects.
Details of how the Board monitors the services provided by the Investment
Manager and the Administrator and the key elements designed to provide
effective internal control are explained further in the internal controls
section of the Corporate Governance Statement, which is set out below.
Management, Administration and Custody Arrangements
Harwood Capital Management (Gibraltar) Limited (the " Investment Manager") is
authorised by the Gibraltar Financial Services Commission as a small scheme
manager to manage Alternative Investment Funds under the Alternative
Investment Managers Regulations 2013.
Refer to notes 3 and 4 of the financial statements for further details on the
remuneration of the Investment Manager.
Administration, custodian and company secretarial services are provided to the
Company by BNP Paribas S.A., Guernsey Branch. Registrar services are provided
by Link Market Services (Guernsey) Limited.
Related Parties
The Investment Manager and Directors are considered related parties. Please
refer to note 18 of the financial statements for further details.
Financial Review
At 31 March 2024, the NAV of the Company was £231,666,198 (2023:
£206,432,878). The NAV per Ordinary Share was £16.55 (2023: £14.75).
Details on the NAV and basic and diluted earnings/loss per Ordinary Share are
under note 14 of the financial statements.
Dividend Policy
To the extent that any dividends are paid, they will be paid in accordance
with any applicable laws and regulations of the UK Listing Rules and the
requirements of the Companies (Guernsey) Law 2008 (as amended). The Directors
do not propose payment of a dividend for the year ended 31 March 2024 (2023:
nil).
Performance Measurement and Key Performance Indicators
In order to measure the success of the Company in meeting its objectives and
to evaluate the performance of the Investment Manager, the Directors take into
account the following performance indicators:
· Returns and NAV - The Board reviews at each meeting the performance
of the portfolio as well as the NAV and share price of the Company.
For and on behalf of the Board
Nigel Cayzer
Chairman
3 July 2024
DIRECTORS' REPORT
The Directors present their report and the financial statements of the Company
for the year ended 31 March 2024.
Share Capital
The Company's issued share capital as at 31 March 2024 consisted of 14,000,000
(2023: 14,000,000) Ordinary Shares of 50p nominal value each. All shares hold
equal rights with no restrictions and no shares carry special rights with
regard to the control of the Company.
During the year ended 31 March 2024 and up to the date of approval of these
financial statements, the Company has not issued any additional Ordinary
Shares.
Buybacks
At the Annual General Meeting ("AGM") of the Company held in August 2023, the
Directors were granted the general authority to purchase in the market up to
10% of the Ordinary Shares of each class in issue (as at 24 August 2023). This
authority will expire at the forthcoming AGM. The Directors intend to seek
annual renewal of this authority from the shareholders.
Pursuant to this authority, the Companies (Guernsey) Law 2008 and the
discretion of the Directors, the Company may purchase Ordinary Shares of a
particular class in the market on an ongoing basis with a view to addressing
any imbalance between the supply of and demand for Ordinary Shares of such
class, thereby increasing the NAV per Ordinary Share of that class and
assisting in controlling the discount to NAV per Ordinary Share of that class
in relation to the price at which the Ordinary Shares of such class may be
trading.
During the year ended 31 March 2024, no shares were repurchased (2023: nil).
Refer to notes 11 and 12 of the financial statements for more information.
Notifications of Shareholdings
As at 31 March 2024, the Company had been notified, in accordance with Chapter
5 of the Disclosure Guidance and Transparency Rules (which covers the
acquisition and disposal of major shareholdings and voting rights), of the
following shareholders that had an interest of greater than 5% in the
Company's issued share capital.
Number of Shares as at date of notification Percentage of total voting rights (%)
Date of notification
North Atlantic Smaller Companies Investment Trust plc ("NASCIT") 7,429,500 53.07%
12 March 2024
As at 31 March 2024, NASCIT held 7,456,579 shares (53.26%) in the Company.
Between 1 April 2024 and the date of approval of the financial statements, no
additional notifications were received.
Life of the Company
The Company does not have a fixed life. However, under Article 51 of the
Articles of Incorporation, the Directors shall give due notice of and propose
or cause to be proposed a special resolution that the Company be wound up at
the AGM of the Company every two years from 2011 onwards. Special resolutions
that the Company be wound up were tabled at the 2011, 2013, 2015, 2017, 2019,
2021 and 2023 AGMs and in each case were not carried. This was in line with
the Board's recommendation to shareholders to vote against these resolutions.
The next such resolution will be proposed in the 2025 AGM documents, where the
Board expects to recommend that shareholders vote against this resolution.
Going Concern
The Directors have considered the Company's investment objective and risk
management policy, its assets and the expected income and return from its
investments while factoring in the current economic conditions caused by the
Russian invasion of Ukraine and the Israel/Gaza conflict with the resulting
inflation, rising interest rates and supply chain disruptions. The Directors
are of the opinion that the Company is able to meet its liabilities and
ongoing expenses as they fall due and they have a reasonable expectation that
the Company has adequate resources to continue in operational existence for
the next twelve months. The Directors have a reasonable expectation that the
special resolution outlined in Article 51 of the Articles of Incorporation and
under "Life of the Company" will not be passed at the AGM scheduled for August
2025. Accordingly, these financial statements have been prepared on a going
concern basis and the Directors believe it is appropriate to continue to adopt
this basis for a period of at least 12 months from the date of approval of
these financial statements.
Viability Statement
At least once a year, the Directors are required to carry out a robust
assessment of the principal and emerging risks and make a statement which
explains how they have assessed the prospects of the Company, over what period
they have done so and why they consider that period to be appropriate, taking
into account the Company's current position and principal risks. The principal
risks faced by the Company are described above.
The prospects of the Company are driven by its investment strategy, objectives
and policy as summarised above and also by the conditions in the markets in
which the Company invests and the financial market in general.
In assessing the prospects of the Company, the Directors have, in addition to
taking into account the principal and emerging risks facing the Company, taken
into account the Company's current position, which has included a process
encompassing an examination of:
(i) the Investment Manager's view of the market conditions,
including the potential impact of any global conflicts and investment
opportunities in the market to which the Company is exposed, taking into
consideration the financial markets generally;
(ii) the liquidity and prospects of the underlying positions of the
Company;
(iii) the extent to which the Company directly or indirectly uses
gearing; and
(iv) the liquidity of the companies in which the Company invests.
Based on the results of their assessment process, the Directors have concluded
that a period of three years from the Statement of Financial Position date is
an appropriate period over which to assess the prospects of the
Company. Three years is deemed an appropriate time period given the expected
holding period needed to realize the Company's investment thesis from
individual investments, the general economic outlook and the time needed for
realization of contingencies or claims. Consideration was also given to the
absence of bank borrowings as well as the Company being a closed-ended
investment Company. Based on this, combined with the level of cash held and
listed investment holdings, the Directors have a reasonable expectation that
the Company will be able to continue in operation and meet its liabilities as
they fall due within this period of assessment. This three year time period
assumes that the special resolution outlined in Article 51 of the Articles of
Incorporation and under "Life of the Company" is not passed at the AGM
scheduled for August 2025.
Section 172(1) Statement
Although the Company is domiciled in Guernsey, the Board adheres to the UK
Corporate Governance Code and acknowledges its duty to comply with section
172(1) of the UK Companies Act 2006 to act in a way that promotes the success
of the Company for the benefit of its members as a whole, particularly having
regard to the shareholders, the service providers and the wider community and
environment, as detailed below:
a) the likely consequences of any long-term decisions;
b) the need to foster business relationships with suppliers, customers
and other parties;
c) the impact on the wider community and environment;
d) the desirability of the Company maintaining a high standard of
business conduct; and
e) the need to act fairly between members of the Company.
Who Why we engage How we engage Outcome
Shareholders Shareholders provide the necessary capital for the Company to pursue its The Company engages with shareholders by: Shareholders receive relevant information allowing them to make informed
purpose and strategy.
decisions about their investments.
· Publishing monthly NAV announcements on the LSE
· Publishing the half yearly reports and annual reports
· Through interaction at the AGM
Service providers As an investment Company with no employees, the Company is reliant on its The Board receives formal reports from its key service providers (the The Board receives appropriate and timely advice and guidance. The Board's
service providers to conduct its business. Investment Manager, Administrator/custodian, Broker and Registrar) at its engagement with its service providers enables it to help facilitate the
quarterly Board meetings. There is frequent informal interaction with the effective running of the Company.
Investment Manager outside of Board meetings.
The wider community and environment The Company recognises the benefits to the greater good that will come from In making investment decisions, the Company, through its Investment Manager, With every successful investment comes profit to the shareholders, greater
all companies being good social citizens. identifies small and medium sized business enterprises that have the potential employment for the community at large and growth in the innovative small and
to grow their business but lack the necessary funding or management expertise. medium business sector of the economy. Such innovations have included advanced
and new products in the key healthcare and medical equipment industries.
Reappointment of independent Auditor
RSM CI (Audit) Limited (the "Auditor") has expressed its willingness to
continue in office as auditor and a resolution to re-appoint it will be
proposed at the Company's forthcoming AGM.
Disclosure of Information to Auditors
The Directors who were members of the Board at the time of approving this
Report are listed below.
Each of those Directors confirms that:
· to the best of his knowledge and belief, there is no information
relevant to the preparation of their report of which the Auditor is unaware;
and
· he has taken all steps a Director might reasonably be expected to have
taken to be aware of relevant audit information and to establish that the
Company's Auditor is aware of that information.
Dividend
The Directors do not recommend the payment of a dividend for the year (2023:
£nil).
Financial Instruments
The financial instruments employed by the Company primarily comprise equity
and loan stock investments, although it does hold cash and liquid instruments.
Further details of the Company's risk management objectives and policies
relating to the use of financial instruments can be found in note 16 of the
financial statements.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from its operations for
the year to 31 March 2024 (2023: none), nor does it have responsibility for
any other emissions producing sources.
For and on behalf of the Board
Nigel Cayzer
Chairman
3 July 2024
CORPORATE GOVERNANCE REPORT
Applicable Corporate Governance Codes
The Board has considered how the principles and provisions of the UK Corporate
Governance Code 2018 ("the Code") has been applied by the Company and has
reported against this Code (and the associated Financial Reporting Council
Guidance on Audit Committees). A copy of the Code can be found at
www.frc.org.uk.
The GFSC has stated in the "Finance Sector Code of Corporate Governance"
("GFSC Code") that companies which report against the UK Corporate Governance
Code are deemed to meet the GFSC Code and need take no further action.
Corporate Governance Statement
The Company has complied with the recommendations of the Code, except as set
out below and elsewhere in the Corporate Governance Report:
The Chairman should not remain in post beyond nine years from the date of
their first appointment to the Board.
The Chairman of the Board has been the Chairman continuously since the Company
was founded 29 years ago. The shareholders have given the Chairman their
approval for his re-election at every AGM held since the Company's formation
and always with a high percentage of the shareholders voting in favour of his
re-election. Furthermore, the Directors have very high regard for the
Chairman's integrity, professionalism and business expertise. These
considerations, combined with the excellent performance of the Company over
the past 29 years, are key in the overwhelming support the Chairman has
received from shareholders and Directors to continue in his role.
Board Diversity - Listing Rule 9.8.6R (9)(a)
While the Board recognises that diversity, including gender and ethnic
diversity, is of material importance to both its own shareholders and that of
wider society, the Board composition at present does not meet the following
target requirements of Listing Rule 9.8.6R (9)(a):
a) At least 40% of individuals on its board are women;
b) At least one of the senior board positions is held by a woman; and
c) At least one individual on its board is from a minority ethnic background.
There is a formal, rigorous and transparent procedure for the appointment of
new Directors. Candidates are identified and selected on merit against
objective criteria and with due regard to the benefits of diversity on the
Board.
The Board has not adopted a diversity policy in respect of age, gender or
nationality, believing that prescriptive targets would not be appropriate for,
or in the interests of the Company and its shareholders. Instead the Board
focusses on encouraging diversity of business skills and experience
recognising that Directors with diverse skills sets, capabilities and
experience gained from different backgrounds enhance the Board. The Board
considers that its members have a balance of skills and experience which are
relevant to the Company and remains committed to the value and importance of
diversity in the boardroom.
The tables below set out the Board's current composition against the targets
prescribed by Listing Rule 9.8.6R (9)(a):
Number of Board Members Percentage of the Board Number of Senior Positions on the Board (CEO, CFO, SID and Chair)*
Men 7 100% Nigel Cayzer - Chair of the Board
Jamie Brooke - Chair of the Audit Committee
Women N/A N/A
Not specified/ prefer not to say N/A N/A
Number of Board Members Percentage of the Board Number of Senior Positions on the Board (CEO, CFO, SID and Chair)*
White British or other White (including minority-white groups) 7 100% Nigel Cayzer - Chair of the Board
Jamie Brooke - Chair of the Audit Committee
Mixed/Multiple Ethnic Groups N/A N/A
Asian/Asian British N/A N/A
Black/African/Caribbean/Black British N/A N/A
Other ethnic group, including Arab N/A N/A
Not specified/ prefer not to say N/A N/A
* CEO (Chief Executive Officer), CFO (Chief Financial Officer), SID (Senior
Independent Director). The Company is not self-managed and does not have
executive management functions, including roles of CEO, CFO or SID.
Remuneration Committee
The Board has not deemed it necessary to appoint a Remuneration Committee as,
being comprised of a majority of independent Directors; the whole Board
considers these matters on an ongoing basis.
Executive Directors' remuneration
As the Board has no executive Directors, it is not required to comply with the
principles of the Code in respect of executive Directors' remuneration.
Directors' fees are detailed in the Directors' Remuneration Report below.
Internal audit function
As the Company delegates to third parties its day-to-day operations and has no
employees, the Board has determined that there is no requirement for an
internal audit function. The Directors consider the ability to place reliance
on third party service providers and reports therefrom and review annually
whether a function equivalent to an internal audit is needed and will continue
to monitor its systems of internal controls in order to provide assurance that
they operate as intended.
The Company complies with the corporate governance statement requirements
pursuant to the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules by virtue of the information included in the Corporate
Governance section of the Annual Report together with information contained in
the Strategic Report and the Directors' Report.
As the Company does not have any employees, the Board or Audit Committee have
not established arrangements by which staff of the Company may, in confidence,
raise concerns about possible improprieties in matters of financial reporting
or other matters.
Directors
Nigel Cayzer (Chairman)
British
Nigel Cayzer has, over the last 37 years, been a director and or Chairman of a
number of investment companies including Abrdn Asia Focus Limited from 1995
until 2023. He has been and remains a director of a number of private
companies. He was Chairman of Maggie's, the cancer charity from 2004 until
2014.
Sidney Cabessa
French
Mr Sidney Cabessa is also a director of Club-Sagem and Mercator/Nature et
découvertes. He was chairman of CIC Finance, an investment fund and a
subsidiary of French banking group, CIC - Credit Mutuel and was previously a
director of other investment companies. He has previously been senior adviser
with Rothschild and Co (2012 to 2017) and is now senior adviser at Essling
Capital. He is also a director of Harwood Capital Management Limited, the
parent company of the Investment Manager.
Jamie Brooke
British
Mr Jamie Brooke is a qualified chartered accountant with over 25 years
investment experience and has been a director on over 20 boards. He was
formerly lead fund manager for the Hanover Catalyst Fund, prior to which he
was at Lombard Odier where as a fund manager, he specialised in strategic UK
small cap equity investing, having moved with the Volantis team from Henderson
Global and before that, Gartmore. He is currently a nonexecutive director at
Chapel Down Group plc, Flowtech Fluidpower plc, Triple Point VCT 2011 plc and
Kelso Group Holdings plc.
Gavin Farrell
British
Gavin Farrell qualified as a solicitor of the Supreme Court of England and
Wales, a French Avocat and an Advocate of the Royal Court of Guernsey. He
worked for a number of years at Simmons & Simmons in their London and
Paris offices, both in the general corporate and financial services/funds
departments. He then moved to Guernsey in 1999 where he was called as an
advocate of the Royal Court of Guernsey. Mr Gavin Farrell became a partner in
January 2003 of the corporate department of the then Ozannes, which became
Mourant Ozannes where he ended as a senior partner and head of the Corporate
Department. He left Mourant Ozannes in November 2016 to be one of the founding
partners of Ferbrache & Farrell LLP. He holds a number of directorships in
both public and private investment funds, captive insurance companies, active
management entities and trading groups. He is a resident of Guernsey.
Christopher Mills
British
Mr Christopher Mills is a partner and CEO of Harwood Capital LLP, a wholly
owned subsidiary of Harwood Capital Management Limited. He also serves as
director on the board of the Investment Manager and as Chief Investment
Officer ("CIO") of NASCIT, a shareholder of the Company. NASCIT is the winner
of numerous Micropal and S&P Investment Trust awards. In addition, he is a
non-executive director of numerous UK companies which are either currently, or
have in the past five years been, publicly quoted.
John Grace
New Zealander
Mr John Grace is actively involved in the management of several global
businesses including asset management, financial services and real estate. He
is a director and founder of Sterling Grace International Ltd. Sterling Grace
International Ltd and its affiliates manage investments for high net-worth
investors, institutions and investment partnerships. The Company is active in
global money management, financial services, private equity and real estate
investments. He is also chairman of Trustees Executors Holdings Ltd, owner of
the premier and oldest New Zealand trust Company established in 1882. It is
the market leader in the corporate trust business. Its clients include
government divisions, corporations and banks. The Company is active in
wholesale financial services including trust accounting, securities custody
and mutual fund registry. It is also actively engaged in the personal trust
business. He graduated from Georgetown University. He has served as a director
of numerous public companies and charities. He currently supports genetic
research and education initiatives in science at the University of Lausanne,
EPFL École polytechnique fédérale de Lausanne and CERN, the European
Organization for Nuclear Research.
John Radziwill
British
Mr John Radziwill is currently a director of StoneX Group Inc. (known as INTL
FCStone Inc. up to 5 July 2022), Goldcrown Group Limited, Fourth Street
Capital Ltd, Fifth Street Capital Ltd and Netsurion Ltd. In the past ten
years, he also served as a director of Acquisitor Plc and Acquisitor Holdings
(Bermuda) Ltd, Air Express International Corp., Radix Ventures Inc, Baltimore
Capital Plc, Lionheart Group Inc, USA Micro Cap Value Co Ltd and Radix
Organisation Inc. Mr John Radziwill is a member of the Bar of England and
Wales.
Our Governance Framework
Chairman
Nigel Cayzer
Responsibilities:
The leadership, operation and governance of the Board, ensuring effectiveness
and setting the agenda for the Board.
The Board Members
Nigel Cayzer (Chairman), Sidney Cabessa, Jamie Brooke, Gavin Farrell, John
Grace, Christopher Mills and John Radziwill.
All of the Board members are non-executive Directors. They are also all
independent, except for:
- Mr Sidney Cabessa, who is a director of Harwood Capital Management
Limited, the parent company of the Investment Manager;
- Mr Christopher Mills, who is the partner and CEO of Harwood Capital
LLP (a wholly owned subsidiary of Harwood Capital Management Limited), a
director on the board of the Investment Manager and also the CIO of NASCIT, a
shareholder of the Company.
Responsibilities:
Overall conduct of the Company's business and setting the Company's strategy.
More details below.
Nomination Committee Audit Committee
Members: Members:
Nigel Cayzer (Chairman) Jamie Brooke (Chairman)
Sidney Cabessa John Radziwill
John Grace Gavin Farrell
John Radziwill
The Nomination Committee currently comprises of four independent non-executive The Audit Committee currently comprises of three independent non-executive
Directors. Directors.
Responsibilities: Responsibilities:
To ensure the Board comprises individuals with the necessary skills, knowledge The provision of effective governance over the appropriateness of the
and experience to ensure that the Board is effective in discharging its Company's financial reporting including the adequacy of related disclosures,
responsibilities and oversight of all matters relating to corporate the performance of the external auditors and the management of the Company's
governance. systems of internal financial and operating controls and business risks.
More details below.
More details below.
Board Independence and Composition
The Board
The Board is comprised of five independent non-executive Directors including
the Chairman, Mr Nigel Cayzer, and two non-independent non-executive
Directors: Mr Sidney Cabessa, who is a director of Harwood Capital Management
Limited, the parent company of the Investment Manager; and Mr Christopher
Mills, who is the partner and CEO of Harwood Capital LLP (a wholly owned
subsidiary of Harwood Capital Management Limited), a director on the board of
the Investment Manager and also the CIO of NASCIT, a shareholder of the
Company. The biographical details of the Directors holding office at the date
of this report are listed above demonstrate a breadth of investment,
accounting and professional experience.
The Board does not consider it necessary to appoint a Senior Independent
Director, as it is considered that all the Directors have different qualities
and areas of expertise on which they may lead where issues arise and to whom
concerns can be conveyed. The performance of the Company is considered in
detail at each Board meeting. An evaluation of Directors' performance, their
independence and the work of the Board as a whole and its committees is
reviewed annually by the Nomination Committee. The Directors also review the
Chairman's performance, without the Chairman present. The Board considers that
independence is not compromised by the length of tenure and that it has the
appropriate balance of skills, experience, ages and length of service in the
circumstances. The majority of the Board is considered to be independent.
The Investment Manager takes decisions as to the purchase and sale of
individual investments. The Directors have access to the advice and services
of the Company Secretary through its appointed representatives who are
responsible to the Board for ensuring that Board procedures are followed and
that applicable rules and regulations are complied with. Directors are able to
have access to independent professional advice at the Company's expense if
they judge it necessary to discharge their responsibilities as Directors. To
enable the Board to function effectively and allow Directors to discharge
their responsibilities, full and timely access is given to all relevant
information.
BNP Paribas S.A., Guernsey Branch through its representative, acts as Company
Secretary to the Board and Committees and in doing so it:
· assists the Chairman in ensuring that all Directors have full and
timely access to all relevant documentation;
· organises induction of new Directors; and
· is responsible for ensuring that the correct Board procedures are
followed and advises the Board on corporate governance matters
The Culture and Values of the Board
The Board is comprised of seven male Directors from three different
nationalities and with diverse backgrounds and skill sets in key areas
including investment, business management, accountancy, finance and law. The
culture of the Board is to discuss all matters in an open and professional
manner. All members of the Board have proven competence and a history of
success in their business ventures and careers. All are well regarded in their
communities and all acknowledge the responsibility placed on them and the need
to be ethical, professional and assertive in executing their duties.
Directors' Appointment and Re-election
Director Date of Appointment
Nigel Cayzer 3 December 1994
Christopher Mills 3 December 1994
Sidney Cabessa 3 June 2003
John Radziwill 1 May 2007
John Grace 8 March 2011
Jamie Brooke 15 September 2022
Gavin Farrell 15 September 2022
Any Director may resign in writing to the Board at any time.
In accordance with the Code, all Directors seek annual re-election to the
Board at the AGM.
The Board continues to believe that Mr Nigel Cayzer, Mr Jamie Brooke, Mr Gavin
Farrell, Mr John Radziwill and Mr John Grace are independent, that all
Directors standing for re-election make an effective and valuable contribution
to the Board and that the Company should support their re-election.
Responsibilities
The Board meets at least four times each year and deals with the important
aspects of the Company's affairs including the setting and monitoring of
investment strategy and the review of investment performance. The Investment
Manager takes decisions as to the purchase and sale of individual investments,
in line with the investment policy and strategy set by the Board. The
Investment Manager together with the Company Secretary also ensures that all
Directors receive, in a timely manner, all relevant management, regulatory and
financial information relating to the Company and its portfolio of
investments. A representative of the Investment Manager attends each quarterly
Board meeting, enabling Directors to question any matters of concern or seek
clarification on certain issues. Matters specifically reserved for decision by
the full Board have been defined and a procedure adopted for Directors in the
furtherance of their duties to take independent professional advice at the
expense of the Company.
Tenure
The Board has adopted a policy on tenure that is considered appropriate for an
investment company. The Board does not believe that length of service, by
itself, leads to a closer relationship with the Investment Manager or
necessarily affects a Director's independence. The Board's tenure and
succession policy seeks to ensure that the Board is well-balanced and will be
refreshed from time to time by the appointment of new Directors with the
skills and experience necessary to replace those lost by Directors'
retirements. Directors must be able to demonstrate their commitment to the
Company. The Board seeks to encompass relevant past and current experience of
various areas relevant to the Company's business.
Relationship with the Investment Manager and the Administrator
The Board has delegated various duties to external parties including the
management of the investment portfolio, the custodian services (including the
safeguarding of assets), the registration services and the day-to-day Company
secretarial, administration and accounting services.
The Board receives and considers reports regularly from the Investment Manager
and ad hoc reports and information are supplied to the Board as required. The
Investment Manager takes decisions as to the purchase and sale of individual
investments. The Investment Manager and Administrator also ensure that all
Directors receive, in a timely manner, all relevant management, regulatory and
financial information. Representatives of the Investment Manager and
Administrator attend each Board meeting enabling the Directors to probe
further on matters of concern. A formal schedule of matters specifically
reserved for decision by the full Board has been defined and a procedure
adopted for Directors. The Directors have access to the advice and service of
the corporate Company Secretary through its appointed representative who is
responsible to the Board for ensuring that Board procedures are followed and
that applicable rules and regulations are complied with.
Article 22(2)(e) & (f) of Alternative Investment Fund Managers Directive
requires the disclosure of fixed and variable remuneration paid by the
Alternative Investment Fund Managers ("AIFM") to senior management and members
of staff of the AIFM whose actions have a material impact on the risk profile
of the Alternative Investment Fund. The AIFM consider the actions of only one
member, of senior management, to have a material impact on the risk profile of
the Company. Therefore, the Directors do not consider it appropriate to make
this disclosure.
Shareholder Engagement
Communications with shareholders
The Board believes that the maintenance of good relations with shareholders is
important for the long-term prospects of the Company. Where appropriate the
Chairman and other Directors are available for discussion about governance and
strategy with major shareholders and the Chairman ensures communication of
shareholders' views to the Board. The Board receives feedback on the views of
shareholders from the Investment Manager and Broker.
The Board believes that the AGM provides an appropriate forum for investors to
communicate with the Board and encourages participation. The AGM will be
attended by at least one Director. Details of proxy votes received in respect
of each resolution will be made available to shareholders at the meeting and
will be posted on the Company's website following the meeting.
The annual and half-year reports are available to all shareholders. The Board
considers the format of the annual and interim reports so as to ensure they
are useful to all shareholders and others taking an interest in the Company.
In accordance with best practice, the Annual Report, including the Notice of
the AGM, will be sent to shareholders at least 20 working days before the
meeting.
Institutional Investors - use of voting rights
The Investment Manager, in the absence of explicit instructions from the
Board, are empowered to exercise discretion in the use of the Company's voting
rights in respect of investments and then to report to the Board, where
appropriate, regarding decisions taken. The Board has considered whether it
was appropriate to adopt a voting policy and an investment policy with regard
to social, ethical and environmental issues and concluded that it was not
appropriate to change the existing arrangements.
2024 AGM
The AGM will be held in Guernsey in August 2024. The notice for the AGM set
out in the shareholder Circular accompanying this Annual Report sets out the
ordinary and special resolutions to be proposed at the meeting. Separate
resolutions are proposed for each substantive issue.
Conflict of Interests
Directors are required to disclose all actual and potential conflicts of
interest to the Board as they arise for consideration and the Board may impose
restrictions or refuse to authorise conflicts if deemed appropriate. The
Directors have undertaken to notify the Company Secretary as soon as they
become aware of any new potential conflicts of interest that would need to be
approved by the Board. Only Directors who have no material interest in the
matter being considered will be able to participate in the Board approval
process.
It has also been agreed that the Directors will advise the Chairman and the
Company Secretary in advance of any proposed external appointment. None of the
Directors, except Mr Christopher Mills, had a material interest in any
contract, which is significant to the Company's business. Note 18 to the
financial statements provides further details on the material interests of Mr
Christopher Mills. The Directors' Remuneration Report below provides
information on the remuneration and interests of the Directors.
Performance Evaluation
The Board has adopted a formal annual evaluation of its own performance and
that of its Committees and individual Directors. The last evaluation took
place in 2024 and was led by the Chairman. The Chairman was not involved in
the evaluation of his own performance.
The evaluation is conducted utilising a questionnaire. The Board has developed
criteria for use at the evaluation, which focuses on the individual
contribution to the Board and its Committees made by each Director and the
Chairman, each Director's independence and the responsibilities, composition
and agenda of the Committees and of the Board itself.
A review of Board composition and balance, including succession planning for
appointments to the Board, is included as part of the annual performance
evaluation. The non-executive Directors also meet without the Chairman present
to appraise his performance.
During the annual Board evaluation in 2024, it was concluded that all
Directors with the exception of
Mr Christopher Mills and Mr Sidney Cabessa were independent. It was confirmed
that the Chairman and all Directors felt well prepared and able to participate
fully at Board meetings, with a good understanding of the markets and
investments of the Company. It was agreed that all relevant topics were
fully discussed at effective Board meetings, with the Board having a good
range of competencies and skills.
The Board will continue to review its procedures, its effectiveness and
development in the year ahead.
Induction/Information and Professional Development
Directors are provided, on a regular basis, with key information on the
Company's policies, regulatory requirements and its internal controls.
Regulatory and legislative changes affecting Directors' responsibilities are
advised to the Board as they arise, along with changes to best practice from,
amongst others, the Company Secretary and the Auditor. Advisers to the Company
also prepare reports for the Board from time to time on relevant topics and
issues.
When a new Director is appointed to the Board, they will be provided with all
relevant information regarding the Company and their respective duties and
responsibilities as a Director. In addition, a new Director will also spend
time with representatives of the Investment Manager in order to learn more
about their processes and procedures.
Independent Advice
The Board recognises that there may be occasions when one or more of the
Directors feels it is necessary to take independent legal advice at the
Company's expense. A procedure has been adopted to enable them to do so, which
is managed by the Company Secretary.
Directors' Indemnity
To the extent permitted by Guernsey law, the Company's Articles of
Incorporation provide an indemnity for the Directors against any liability
except such (if any) as they shall incur by or through their own breach of
trust, breach of duty or negligence.
During the year, the Company has maintained insurance cover for its Directors
and Officers under a Directors' and Officers' liability insurance policy.
Board Meetings
The Board meets at least quarterly. Certain matters are considered at all
Board meetings including the performance of the investments, NAV and share
price and associated matters such as asset allocation and investor
relations. Consideration is also given to administration, compliance and
corporate governance matters and where applicable, reports are received from
the Board committees.
Directors unable to attend a Board meeting are provided with the Board papers
and can discuss issues arising in the meeting with the Chairman or another
non-executive Director.
Attendance at scheduled meetings of the Board and its committees for the year
ended 31 March 2024
Board Audit Nomination Committee
Committee
Number of meetings during 4 2 1
the year
Nigel Cayzer 4 n/a 1
Sidney Cabessa 3 n/a 1
Christopher Mills 4 n/a n/a
Jamie Brooke 4 2 n/a
Gavin Farrell 4 2 n/a
John Grace 4 n/a n/a
John Radziwill 4 2 1
Board Committees
The Board has established a Nomination Committee and an Audit Committee with
defined terms of reference and duties. Further details of these committees can
be found below. The terms of reference for each committee can be found on the
Company's website www.oryxinternationalgrowthfund.co.uk
(http://www.oryxinternationalgrowthfund.co.uk) .
Nomination Committee
Membership:
Nigel Cayzer - Chairman (Independent non-executive Director)
Sidney Cabessa (Non-executive Director)
John Grace (Independent non-executive Director)
John Radziwill (Independent non-executive Director)
The Board believes it is appropriate for the Chairman of the Board to also be
Chairman of the Nomination Committee as he is an independent non-executive
Director.
Key Objectives
To evaluate the effectiveness of the Board and its Committees and to evaluate
the balance of skills, knowledge and experience on the Board and the division
of responsibilities between the Board and the Investment Manager. The
Nomination Committee also meets as and when appropriate to replace Directors
who retire from the Board, leading the process for Board appointments and
making recommendations to the Board.
Responsibilities
· Regularly reviews and makes recommendations in relation to the
structure, size and composition of the Board including the diversity and
balance of skills, knowledge and experience and the independence of the
non-executive Directors;
· Oversees the performance evaluation of the Board, its committees
and individual Directors;
· Reviews the tenure of each of the non-executive Directors;
· Leads the process for identifying and making recommendations to the
Board regarding candidates for appointment as Directors, giving full
consideration to succession planning and the leadership needs of the Company;
· Makes recommendations to the Board on the composition of the
Board's committees; and
· Have due regard for corporate governance, bringing any issues to
the attention of the Board.
Nomination Committee Meetings
Only members of the Nomination Committee have the right to attend Committee
meetings. Representatives of the Investment Manager and Administrator are
invited by the Nomination Committee to attend meetings as and when
appropriate. In the event of matters arising concerning an individual's
membership of the Board, they would absent themselves from the meeting as
required and another independent non-executive Director would take the Chair,
if this applied to the Committee Chairman.
Main Activities during the Year
The Nomination Committee met to consider and review the results of the annual
Board evaluation and considered that the balance of experience, skills,
independence and knowledge of the Company was appropriate. Refer to above for
further details.
Nigel Cayzer
On behalf of the Nomination Committee
3 July 2024
AUDIT COMMITTEE REPORT
Audit Committee
Membership:
Jamie Brooke - Chairman (Independent non-executive Director)
John Radziwill (Independent non-executive Director)
Gavin Farrell (Independent non-executive Director)
Key Objectives
The provision of effective governance over the appropriateness of the
Company's financial reporting including the adequacy of related disclosures,
the performance of the external auditors and the management of the Company's
systems of internal financial and operating controls and business risks.
Responsibilities
· Reviewing the Company's internal financial controls;
· Reviewing the Company's financial results announcements, financial
statements and monitoring compliance with relevant statutory and listing
requirements;
· Reporting to the Board on the appropriateness of the Company's
accounting policies and practices including critical accounting policies and
practices;
· Advising the Board on whether the Audit Committee believes the
annual report and audited financial statements, taken as a whole, are fair,
balanced and understandable and provides the information necessary for
shareholders to assess the Company's performance;
· Overseeing the relationship with the external auditor;
· Considering the financial and other implications on the
independence of the auditor arising from any non-audit services provided by
the auditors; and
· Compile a report on its activities to be included in the Company's
annual report.
The Committee members have a wide range of financial and commercial expertise
necessary to fulfil the Committee's duties.
Audit Committee Meetings
The Committee previously met at least three times a year. Only members of the
Audit Committee have the right to attend Audit Committee meetings. During the
year ended 31 March 2023, the Audit Committee decided that there was no
requirement to meet three times as referenced in the Terms of Reference and
meeting twice during the year was sufficient as regular dialogue was
maintained with key individuals as per 4.2 of the Terms of Reference.
Representatives of the Investment Manager and Administrator will be invited to
attend Audit Committee meetings on a regular basis and other non-members may
be invited to attend all or part of the meeting as and when appropriate and
necessary. The Company's external auditor, is also invited whenever it is
appropriate. The Committee is also able to meet separately with the external
auditors without the Investment Manager being present.
Main Activities during the Year
The Committee assists the Board in carrying out its responsibilities in
relation to financial reporting requirements, risk management and the
assessment of internal financial and operating controls. It also manages the
Company's relationship with the external auditor. Meetings of the Committee
generally take place prior to a Company Board meeting. The Committee reports
to the Board, as part of a separate agenda item, on the activity of the
Committee and matters of particular relevance to the Board in the conduct of
their work.
The Committee advises the Board on whether it believes the Annual Report and
audited financial statements, taken as a whole, are fair, balanced and
understandable and provides the information necessary for shareholders to
assess the Company's performance, business model and strategy. The Committee's
terms of reference can be found on the Company's website
http://www.oryxinternationalgrowthfund.co.uk
(http://www.oryxinternationalgrowthfund.co.uk) .
Financial Reporting
The primary role of the Committee in relation to financial reporting is to
review in conjunction with the Investment Manager and the Administrator the
appropriateness of the half-year and the audited annual financial statements
concentrating on, amongst other matters:
· The quality and acceptability of accounting policies and practices;
· The clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance reporting
requirements;
· Material areas in which significant judgements have been applied or
there has been discussion with the external auditor;
· Whether the annual report and audited financial statements, taken
as a whole, are fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's performance, business model
and strategy; and
· Any correspondence from regulators in relation to the quality of
our financial reporting.
To aid its review, the Committee considers reports from the Investment
Manager, Administrator and also reports from the external auditor on the
outcome of their annual audit.
Significant Accounting Matters
In relation to the Annual Report and audited financial statements for the year
ended 31 March 2024, the following significant issue was considered by the
Audit Committee:
Significant Area How Addressed
Valuation The Board periodically receive a report from the Investment Manager on the
valuation of the portfolio and on the assumptions used in valuing the unlisted
of Investments assets in the portfolio. The Board regularly analyses the investment portfolio
of the Company in terms of investment mix, fair value hierarchy and valuation.
The Board has held discussions with the Investment Manager with regards to the
methodology used in valuing the unlisted assets in the portfolio. The Board
has considered the risk due to Russian invasion of Ukraine and the Israel/Gaza
conflict in detail as part of its periodic viability and risk assessments.
Based on their review and analysis, the Board is satisfied with the valuation
of the investments.
Internal Controls
The Board is responsible for the Company's system of internal controls and for
reviewing its effectiveness, which was in place up to the date the financial
statements were signed. The Board has delegated the responsibility of
regularly reviewing the effectiveness of the systems of internal controls in
place to the Audit Committee. The Audit Committee believes that the key risks
identified and implementation of the system to monitor and manage those risks,
are appropriate to the Company's business as an investment company.
The ongoing risk assessment includes the monitoring of the financial,
operational and compliance risks as well as an evaluation of the scope and
quality of the system of internal control adopted by the third party service
providers. The Audit Committee regularly reviews the delegated services to
ensure their continued competitiveness and effectiveness. The system is
designed to ensure regular communication of the results of monitoring by the
third parties to the Board and the incidence of any significant control
failings or weaknesses that have been identified and the extent to which they
have resulted in unforeseen outcomes or contingences that may have a material
impact on the Company's performance or operations. The Audit Committee
believes that, although robust, the Company's system of internal controls is
designed to manage rather than eliminate the risk of failure to achieve
business objectives.
The Committee is responsible overall for the Company's system of internal
financial and operating controls and for reviewing its effectiveness. Such a
system, however, is designed to manage rather than eliminate risks of failure
to achieve the Company's business objectives and can only provide reasonable
and not absolute assurance against material misstatement or loss. The Board
receives each year a report from the Administrator on its internal controls
which includes a report from the Administrator's auditors on the control
policies and procedures in operation.
The Investment Manager has established an internal control framework to
provide reasonable but not absolute assurance on the effectiveness of the
internal controls operated on behalf of its clients. The effectiveness of the
internal controls is assessed by the Investment Manager's compliance and risk
department on an ongoing basis.
In respect of the Company's system of internal controls and reviewing its
effectiveness, the Directors are satisfied that a robust assessment of the
principal and emerging risks facing the Company has been carried out (as
outlined above) and that having reviewed the effectiveness of the risk
management and internal control systems including material financial,
operational and compliance controls (including those relating to the financial
reporting process) no significant failings or weaknesses were identified.
External Audit
The effectiveness of the external audit process is dependent on appropriate
audit risk identification at the start of the audit cycle. The Committee
received a detailed audit plan from the Auditor identifying their assessment
of the 'key audit matters', being the ownership and valuation of investments.
This is consistent with the Committee's own assessment which have been kept
under review throughout the year. The Committee assesses the effectiveness of
the audit process in addressing these matters through the reporting received
from the Auditor in relation to the year-end. In addition, the Committee seeks
feedback from the Investment Manager and the Administrator on the
effectiveness of the audit process. For the 2024 financial year, the Committee
was satisfied that there had been appropriate focus and challenge on the
significant and other key areas of audit risk and assessed the quality of the
audit process to be good.
Independence
The Committee considers the independence of the external auditor on an annual
basis. In its assessment of the independence of the external auditors, the
Committee receives details of any relationships between the Company and the
Auditor that may have a bearing on their independence and receives
confirmation that the external auditor is independent of the Company.
Non-Audit Services
The Auditor and the Directors have agreed a policy for non-audit services. All
non-audit services are prohibited.
Auditor's Remuneration
The Committee approved the fees for audit services for 2023/24 after a review
of the level and nature of work to be performed and after being satisfied by
the Auditor that the fees were appropriate for the scope of the work required.
The Auditor will be remunerated £65,000 for their services to be rendered in
2023/24. This entire amount relates to the 2024 year-end audit.
Committee Evaluation
The Committee's activities formed part of the Board evaluation performed in
2024. Details of this process can be found under "Performance Evaluation"
above.
Jamie Brooke
Chairman of the Audit Committee
3 July 2024
DIRECTORS' REMUNERATION REPORT
The Directors' remuneration for the years ended 31 March 2024 and 31 March
2023 is as follows:
Director Year ended 31 March 2024 Year ended 31 March 2023
£ £
Nigel Cayzer 32,500 27,500
Jamie Brooke 30,000 13,562
Sidney Cabessa 25,000 20,000
Christopher Mills 25,000 20,000
Gavin Farrell 25,000 10,795
John Grace 25,000 20,000
John Radziwill 25,000 20,000
Walid Chatila* - 11,438
Rupert Evans* - 9,205
* Mr Walid Chatila and Mr Ruper Evans resigned from the Board on 15 September
2022.
At a Board meeting held on 12 December 2023, the Board approved an increase of
£5,000 (from £20,000 to £25,000 per annum) in the annual fee for each
Director, effective 1 April 2023. The Chairman is entitled to an additional
fee of £7,500 and the Audit Committee Chairman is entitled to an additional
fee of £5,000.
Remuneration Policy
The determination of the Directors' fees is a matter dealt with by the Board.
The Directors reviewed the fees paid to the Boards of Directors of similar
investment companies and revised the remuneration of the Directors in 2017 and
again 2023. No Director is involved in decisions relating to their own
remuneration.
No Director has a service contract with the Company and Directors'
appointments may be terminated at any time by one month's written notice with
no compensation payable at termination.
The Company's policy is for the Directors to be remunerated in the form of
fees, payable quarterly in arrears. No Director has any entitlement to a
pension and the Company has not awarded any share options or long-term
performance incentives to any of the Directors. No element of the Directors'
remuneration is performance related. Directors are authorised to claim
reasonable expenses from the Company in relation to the performance of their
duties.
The Company's policy is that the fees payable to the Directors should reflect
the time spent by the Board on the Company's affairs and the responsibilities
borne by the Directors and should be sufficient to enable high calibre
candidates to be recruited. During the years ended 31 March 2024 and 31 March
2023, the policy was for the Chairman of the Board and the Audit Committee to
be paid higher fees than the other Directors in recognition of their more
onerous role and more time spent. The Board may amend the level of
remuneration paid within the limits of the Company's Articles of
Incorporation.
Service Contracts and Policy on Payment of Loss of Office
Directors are appointed with the expectation that they are initially appointed
until the following AGM when, it is required that they be re-elected by
shareholders. Directors will initially serve for a period of three years and
will stand for re-election every three years. In accordance with the Code,
Directors who have served for more than nine years as non-executive Directors
will retire annually and seek re-election to the Board. Directors or members
of the Investment Manager are subject to annual election, in accordance with
Listing Rule 15.2.13A.
The biographies of the Directors holding office at the date of this report are
provided above.
Directors' Interests
The Company has not set any requirements or guidelines for Directors to own
shares in the Company. The beneficial interests of the Directors and their
connected persons in the Company's shares are shown in the table below:
31 March 2024 31 March 2023
Ordinary Shares Ordinary Shares
Christopher Mills 350,000 350,000
John Grace(1) 130,000 130,000
346,607 346,607
Jamie Brooke(2) 9,500 2,000
(1) Mr John Grace holds a beneficial interest of 130,000 Ordinary Shares. He
is also a member of a class of beneficiaries which holds an interest in
346,607 Ordinary Shares.
(2) Mr Jamie Brooke purchased 7,500 Ordinary Shares in January 2024.
Mr Sidney Cabessa is a director of Harwood Capital Management Limited, the
parent company of the Investment Manager. No fees were paid or are payable to
Harwood Capital Management Limited.
Mr Christopher Mills is a Partner and CEO of Harwood Capital LLP (a wholly
owned subsidiary of Harwood Capital Management Limited), a director on the
board of the Investment Manager and also the CIO of NASCIT, a shareholder of
the Company. The Investment Manager is entitled to fees as detailed in notes 3
and 4 of the financial statements.
Other than fees payable in the ordinary course of business, there have been no
material transactions with these related parties.
Annual Report on Remuneration
Other than as shown above, no other remuneration or compensation was paid or
payable by the Company during the year to any of the Directors.
Advisers to the Remuneration Committee
The Board has not sought the advice or services by any outside person in
respect of its consideration of the Directors' remuneration.
Nigel Cayzer
On behalf of the Board
3 July 2024
Statement of Directors' responsibilities in respect of the Annual Report and
audited financial statements
The Directors are responsible for preparing the Annual Report and audited
financial statements in accordance with applicable law and regulations.
The Companies (Guernsey) Law 2008 (as amended) requires the Directors to
prepare financial statements for each financial year. Under that law, they are
required to prepare the financial statements in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the UK IASB
("International Accounting Standards Board") and applicable law.
Under Company law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of its profit or loss for that period. In
preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable, relevant and
reliable;
· state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements;
· assess the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
· use the going concern basis of accounting unless they either intend
to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that its financial statements comply with the Companies
(Guernsey) Law 2008. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error and have
general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in Guernsey governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the Annual Report and
audited financial statements
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company; and
· the Annual Report includes a fair review of the development and
performance of the business and the position of the issuer, together with a
description of the principal and emerging risks and uncertainties that they
face.
We consider the Annual Report and audited financial statements, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.
By order of the Board
Jamie Brooke
Gavin Farrell
Director
Director
3 July
2024
3 July 2024
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORYX INTERNATIONAL GROWTH FUND
LIMITED
Opinion
We have audited the financial statements of Oryx International Growth Fund
Limited (the "Company"), which comprise the Statement of Financial Position as
at 31 March 2024, and the Statement of Comprehensive Income, Statement of
Changes in Equity and Statement of Cash Flows for the year then ended, and
notes 1 to 20 to the financial statements, including a summary of significant
accounting policies. The financial reporting framework that has been applied
in their preparation is applicable law and International Financial Reporting
Standards as adopted by the United Kingdom.
In our opinion the financial statements of the Company:
· give a true and fair view of the state of the Company's affairs
as at 31 March 2024 and of its profit for the year then ended;
· have been properly prepared in accordance with IFRS as adopted by
the United Kingdom ('IFRS'); and
· have been prepared in accordance with the Companies (Guernsey)
Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) ('ISAs (UK)') and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in Guernsey, including the FRC's Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Our approach to the audit
Our audit was scoped by obtaining an understanding of the Company and its
environment, including internal control, and assessing the risks of material
misstatement.
Our consideration of the control environment
The Company has appointed BNP Paribas S.A., Guernsey Branch to provide the
accounting function. The accounting function has been delegated to BNP
Paribas S.A., Jersey Branch ('BNP'). We have obtained BNP's ISAE 3402 controls
assurance report for the period 1 October 2022 to 30 September 2023 which
summarises the suitability of design and implementation and operating
effectiveness of controls. We have reviewed the report and considered the
controls relevant to the accounting functions undertaken by BNP for the
Company. As the reporting date of the Company is 31 March 2024, we have
obtained correspondence issued by BNP confirming that there have not been any
material changes to the internal control environment nor any material
deficiencies in the internal controls to 11 June 2024.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in the audit of the financial statements and include the
most significant assessed risks of material misstatement (whether or not due
to fraud) identified by us, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these
matters. In arriving at our audit opinion, the key audit matter was as
follows:
Key audit matter How our scope addressed this matter
Ownership and valuation of investments
The Company's investments (see note 10 and the investment schedule within the
Strategic Report) are included at fair value of £227,040,583 (2023:
£193,040,511). The portfolio is made up of listed and unlisted investments.
Listed investments (96% of total investment value (2023: 95%))
Listed investments are actively traded on recognised markets which are
measured at fair value based on market prices and other prices determined with
reference to observable inputs.
Although all of the listed investments have quoted market pricing data
available which is used to value the investments, there is a risk of material
misstatement that the investments may be incorrectly valued due to stale Our procedures on the valuation of listed investments included:
prices, low trading volumes or errors reported in third party prices. Where
investments are not regularly traded there is a greater risk of material
misstatement that the quoted price is not reflective of fair value and this
should be taken into consideration in the directors' assessment. Valuation has · understanding the relevant controls around listed valuation;
a significant impact on the net asset value of the Company.
· testing 100% of the valuations of listed investments by agreeing the prices
There is a risk that listed investments are not directly owned by the Company. directly to independent third party sources;
All listed investments are held by the Custodian. Ensuring that the Custodian · considering the trading history of listed investments to determine whether
records all the investments correctly under the Company's name is critical they have been frequently traded, and volumes at which they have been traded
since the listed investment portfolio represents the principal element of the to consider whether the year end prices are stale.
financial statements, being the single largest asset on the Statement of
Financial Position.
Our procedures on ownership of listed investments included:
· obtaining an understanding of the relevant controls around custody of
listed investments by reviewing the ISAE 3402 controls assurance report of the
custodian; and
· agreeing the holdings to independent third party confirmation provided by
the Company's Custodian.
Unlisted investments (4% of total investments (2023: 5%))
Unlisted investments are measured at fair value based on the International
Private Equity and Venture Capital (IPEV) valuation guidelines. These
valuations involve material judgements and estimation, the primary measurement Our procedures on the valuation of unlisted listed investments included:
techniques employed by the directors at 31 March 2024 being earnings multiples
and observable price.
· utilising RSM valuation specialists;
There is a risk that unlisted investments are not directly owned by the
Company.
· obtaining an understanding of the Company's unlisted investments held at
the year end, including attendance at valuation meetings with the investment
manager and reviewing other relevant documentation;
Unlisted investments represent a variety of financial instruments, not solely
shares. Ensuring that the Company records ownership of all unlisted
investments correctly is critical.
· obtaining an understanding of and challenging the key assumptions and
judgements affecting portfolio company valuations, including consideration of
the appropriateness of the valuation basis and sensitivities.
Our procedures on ownership of unlisted investments included:
· direct confirmation of ownership from third party sources.
Key observations
Based on our procedures, we concluded that the ownership and valuation of
investments is appropriate.
Our application of materiality
We define materiality as the magnitude of misstatement in the financial
statements that makes it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced. We use materiality both
in planning the scope of our audit work and in evaluating the results of our
work.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
Materiality £3,470,000 (2023: £3,180,000)
Basis for determining materiality - Approximately 1.5% of the Company's total
assets (2023: 1.5%).
Rationale for the benchmark applied - The key users of the financial
statements are primarily focused on the valuation of the Company's assets.
Performance materiality
We set performance materiality at a level lower than materiality to reduce the
probability that, in aggregate, uncorrected and undetected misstatements
exceed the materiality for the financial statements as a whole. Performance
materiality was set at 75% (2023: 75%) of materiality for the 2024 audit. In
determining performance materiality, we considered our understanding of the
entity, including our assessment of the overall control environment.
Error reporting threshold
We agreed with the Audit Committee that we would report to them all audit
differences in excess of £170,000 (2023: £150,000), as well as differences
below that threshold that, in our view, warranted reporting on qualitative
grounds. We also report to the Audit Committee on disclosure matters that we
identified when assessing the overall presentation of the financial
statements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the Company's ability to continue to adopt the going concern
basis of accounting included our review of the directors' statement in note
2(b) and their identification of any material uncertainties to the Company's
ability to continue over a period of at least twelve months from the date of
approval of the financial statements.
We considered as part of our risk assessment the nature of the Company, its
business model and related risks including where relevant the impact of the
conflicts in Ukraine and Israel/Gaza as well as the requirements of the
applicable financial reporting framework and the system of internal control.
We evaluated the directors' assessment of the Company's ability to continue as
a going concern, including challenging the underlying data and key assumptions
used to make the assessment, and evaluated the directors' plans for future
actions in relation to their going concern assessment.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability to continue
as a going concern for a period of at least twelve months from the date of
approval of the financial statements.
We are required to state whether we have anything material to add or draw
attention to in relation to that statement required by Listing Rule 9.8.6R(3)
and report if the statement is materially inconsistent with our knowledge
obtained in the audit. We confirm that we have nothing to report in connection
with this matter.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or
apparent material misstatements, we are required to determine whether there is
a material misstatement in the financial statements or a material misstatement
of the other information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in respect of these matters.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the
Companies (Guernsey) Law, 2008 requires us to report to you if, in our
opinion;
· adequate accounting records have not been kept; or
· the financial statements are not in agreement with the accounting
records and returns; or
· we have not received all the information and explanations we require
for our audit.
Corporate governance statement
The Listing Rules require us to review the directors' statement in relation to
going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Company's compliance with the provisions of the
Listing Rule 9.8.10R(2) specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of
the Strategic Report, Directors' Report, Audit Committee Report and Statement
of Directors' Responsibilities is materially consistent with the financial
statements or our knowledge obtained during the audit:
· Directors' statement with regards the appropriateness of adopting the
going concern basis of accounting and any material uncertainties identified
set out above;
· Directors' explanation as to its assessment of the entity's
prospects, the period this assessment covers and why they period is
appropriate set out above;
· Directors' statement on fair, balanced and understandable set out
above;
· Board's confirmation that it has carried out a robust assessment of
the emerging and principal risks set out above;
· The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out above
and;
· The section describing the work of the audit committee set out above.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs (UK), we exercise professional
judgement and maintain professional scepticism throughout the audit. We
also:
· Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than the
one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control.
· Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
directors.
· Conclude on the appropriateness of the directors' use of the
going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company's ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditors' report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditors' report. However, future events or conditions may cause
the Company to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
The extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is explained below.
The objectives of our audit are to obtain sufficient appropriate audit
evidence regarding compliance with laws and regulations that have a direct
effect on the determination of material amounts and disclosures in the
financial statements, to perform audit procedures to help identify instances
of non-compliance with other laws and regulations that may have a material
effect on the financial statements, and to respond appropriately to identified
or suspected non-compliance with laws and regulations identified during the
audit.
In relation to fraud, the objectives of our audit are to identify and assess
the risk of material misstatement of the financial statements due to fraud, to
obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud through designing and implementing
appropriate responses and to respond appropriately to fraud or suspected fraud
identified during the audit.
However, it is the primary responsibility of management, with the oversight of
those charged with governance, to ensure that the entity's operations are
conducted in accordance with the provisions of laws and regulations and for
the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud, we:
· obtained an understanding of the nature of the industry and
sector, including the legal and regulatory frameworks that the Company
operates in and how the Company is complying those frameworks;
· inquired of management, and those charged with governance, about
their own identification and assessment of the risks of irregularities,
including any known actual, suspected, or alleged instances of fraud;
· discussed matters about non-compliance with laws and regulations
and how fraud might occur including assessment of how and where the financial
statements may be susceptible to fraud having obtained an understanding of the
effectiveness of the control environment; and
· reviewed minutes of the Board and Audit Committee.
We also obtained an understanding of the legal and regulatory frameworks that
the Company operates in, focusing on provisions of those laws and regulations
that had a direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and regulations we
considered in this context included IFRS as adopted by the United Kingdom,
Companies (Guernsey) Law, 2008, Authorised Close Ended Investment Scheme
Rules, 2021, Listing and Disclosure Transparency Rules and the AIC Code of
Corporate Governance. The audit procedures performed included:
· a review of the financial statement disclosures and testing to
supporting documentation;
· completion of disclosure checklists to identify areas of
non-compliance; and
· review of the financial statement disclosures by a specialist in
the Listing and Disclosure Transparency Rules.
The area that we identified as being susceptible to material misstatement due
to fraud was management override of controls. The audit procedures performed
included:
· testing the appropriateness of journal entries and other
adjustments;
· undertaking analytical procedures to identify unusual or
unexpected relationships;
· assessing whether the judgements made in determining accounting
estimates, in particular in respect of the fair value of investments, is
indicative of a potential bias; and
· evaluation of the business rationale of any significant
transactions that are unusual or outside the normal course of business.
Owing to the inherent limitations of an audit there is an unavoidable risk
that some material misstatement of the financial statements may not be
detected, even though the audit is properly planned and performed in
accordance with ISAs (UK). However, the principal responsibility for
ensuring that the financial statements are free from material misstatement,
whether caused by fraud or error, rests with the directors who should not rely
on the audit to discharge those functions.
In addition, as with any audit, there remains a higher risk of non-detection
of fraud, as this may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures
are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
Other matters which we are required to address
Following the recommendation of the audit committee, we were appointed by the
directors on 25 March 2021 to audit the financial statements for the year
ending 31 March 2021 and subsequent financial periods. The period of total
uninterrupted engagement is four years, covering the years ended 31 March 2021
to 2024.
No non-audit services have been provided to the Company and we remain
independent of the Company in conducting our audit.
Our audit opinion is consistent with our reporting to the audit committee we
are required to provide in accordance with ISAs (UK).
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has
been undertaken so that we might state to the Company's members those matters
we are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Philip J Crosby
For & on behalf of
RSM CI (Audit) Limited
Chartered Accountants and Recognized Auditors
Guernsey, C.I.
3 July 2024
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2024
Year ended Year ended
31 March 2024 31 March 2023
Notes £ £
Income
Dividends 5,642,856 4,850,462
Net realised gains on investments 10 11,984,506 10,606,875
Net unrealised gains/(losses) on revaluation of investments 10 11,122,656 (25,556,818)
Net losses on foreign currency translation (352) (878)
Other income 246,710 97,044
Total income 28,996,376 (10,003,315)
Expenses
Investment Manager's fee 3 (2,353,697) (2,156,129)
Transaction costs (383,141) (130,899)
Supplementary management fee 4 (350,000) (100,000)
Directors' fees and expenses 5 (187,500) (152,500)
Administration fees 6 (170,000) (170,000)
Audit fees (65,000) (62,500)
Legal and professional fees (63,477) (27,323)
Custodian fees 7 (30,000) (30,000)
Registrar and transfer agent fees (24,957) (28,972)
Travel costs (11,466) (20,510)
Insurance (10,001) (10,093)
Other expenses (82,227) (74,661)
Total expenses (3,731,466) (2,963,587)
Profit/(loss) for the year before finance costs and taxation
25,264,910 (12,966,902)
Finance costs 8 (21,945) -
Profit/(loss) for the year before taxation 25,242,965 (12,966,902)
Withholding tax on dividends 9 (9,645) (9,242)
Total profit/(loss) for the year 25,233,320 (12,976,144)
Earnings/(loss) per Ordinary Share - basic and diluted 14 £1.80 £(0.93)
There are no items of other comprehensive income, therefore profit/(loss) for
the year is the total comprehensive income attributable to shareholders.
All items in the above statement are derived from continuing operations.
The accompanying notes below form an integral part of these financial
statements.
STATEMENT OF FINANCIAL POSITION
as at 31 March 2024
As at As at
31 March 2024 31 March 2023
Notes £ £
Non-current assets
Listed investments at fair value through profit or loss (Cost £181,725,666 10 217,082,345
(2023: £159,575,223))
183,259,163
Unlisted investments at fair value through profit or loss (Cost £13,837,166 10 9,958,238
(2023: £13,110,193))
9,781,348
227,040,583 193,040,511
Current assets
Cash and cash equivalents 4,235,327 15,591,410
Amounts due from brokers 27,183 -
Dividends receivable 676,900 123,500
Interest receivable 65,910 7,389
Prepayments 11,354 10,107
5,016,674 15,732,406
Total assets 232,057,257 208,772,917
Current liabilities
Other payables and accrued expenses (386,438) (362,852)
Amounts due to brokers (4,621) (1,977,187)
(391,059) (2,340,039)
Net assets value 231,666,198 206,432,878
Shareholders' equity
Share capital 11 49,693,283 49,693,283
Other reserves 181,972,915 156,739,595
Total shareholders' equity 231,666,198 206,432,878
NAV per Ordinary Share 13, 14 £16.55 £14.75
The financial statements were approved by the Board on 3 July 2024 and are
signed on its behalf by:
Jamie Brooke
Gavin Farrell
Director
Director
The accompanying notes below form an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2024
Share Other Total
capital reserves
£ £ £
Balance at 1 April 2023 49,693,283 156,739,595 206,432,878
Total comprehensive income for the year - 25,233,320 25,233,320
Balance at 31 March 2024 49,693,283 181,972,915 231,666,198
Share capital Other reserves Total
£ £ £
Balance at 1 April 2022 49,693,283 169,715,739 219,409,022
Total comprehensive loss for the year - (12,976,144) (12,976,144)
Balance at 31 March 2023 49,693,283 156,739,595 206,432,878
The accompanying notes below form an integral part of these financial
statements.
STATEMENT OF CASH FLOWS
for the year ended 31 March 2024
Year ended Year ended
31 March 2024 31 March 2023
Notes £ £
Cash flow from operating activities
Profit/(loss) for the year before finance costs and taxation 25,264,910 (12,966,902)
Adjustments to reconcile profit/(loss) before finance costs and taxation to
net cash flows:
- Net realised gains on investments 10 (11,984,506) (10,606,874)
- Net unrealised (gains)/losses on revaluation of investments 10 (11,122,656) 25,556,817
- Net losses on foreign currency translation 352 878
Purchase of investments at fair value through profit or loss(1) (76,687,335) (29,108,479)
Proceeds from sale of investments at fair value through profit or loss(2) 63,794,676 32,133,841
Withholding tax paid on dividends 9 (9,645) (9,242)
Changes in working capital
(Increase)/decrease in dividends receivable(3) (553,400) 5,100
Increase in prepayments (1,247) (7,734)
Increase in interest receivable (58,521) (7,389)
Increase/(decrease) in other payables and accrued expenses 23,586 (22,490)
Net cash (used)/generated from operating activities (11,333,786) 4,967,526
Cash flow from financing activities
Drawdown of loan facility 8 4,500,000
Repayment of loan 8 (4,500,000)
Finance costs paid 8 (21,945) -
Net cash used in financing activities (21,945) -
Net (decrease)/increase in cash and cash equivalents (11,355,731) 4,967,526
Cash and cash equivalents at the beginning of the year 15,591,410 10,624,762
Effect of exchange rate fluctuations on cash and cash equivalents
(352) (878)
Cash and cash equivalents at the end of the year 4,235,327 15,591,410
( )
(1) Payables outstanding at 31 March 2024 relating to purchases of investments
at fair value through profit amounted to £4,621 (2023: £1,977,187).
(2) Receivables outstanding at 31 March 2024 relating to sales of investments
at fair value through profit amounted to £27,183 (2023: £nil).
(3) For the year ended 31 March 2024, cash received from dividends net
withholding taxes was £5,079,811 (2023: £4,846,320).
The accompanying notes below form an integral part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
1. General
The Company was registered in Guernsey on 2 December 1994 and commenced
activities on 3 March 1995. The Company was listed on the LSE on 3 March 1995.
The Company is a Guernsey Authorised Closed-Ended Collective Investment Scheme
pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 2020 and
is subject to the Authorised Closed-Ended Investment Schemes Rules 2021.
The investment activities of the Company are managed by Harwood Capital
Management (Gibraltar) Limited (the "Investment Manager") and the
administration of the Company is delegated to BNP Paribas S.A., Guernsey
Branch (the "Administrator").
Legislation in Guernsey governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
2. Material Accounting Policies
a) Basis of Preparation
The financial statements of the Company, which give a true and fair view and
comply with the Companies (Guernsey) Law 2008 (the "Law"), have been prepared
in accordance with International Financial Reporting Standards ("IFRS"), as
adopted by the UK IASB and applicable law. This comprises standards and
interpretations approved by the UK IASB and International Accounting Standards
and Standing Interpretations Committee interpretations approved by the
International Accounting Standards Committee that remain in effect.
The financial statements have been prepared on the historical cost basis
except for the inclusion at fair value of certain financial instruments. The
material accounting policies are set out below.
New standards, amendments and interpretations
There were no new standards, amendments or interpretations that are effective
for the financial year beginning 1 April 2023 which the Directors consider to
have a material impact on the financial statements of the Company.
Standards, amendments and interpretations issued but not yet effective
Standards that become effective in future accounting periods and have not been
early adopted by the Company:
IFRS Effective for periods beginning on or after
· Non-current Liabilities with Covenants and Classification of 1 January 2024
Liabilities as Current or Non-current - Amendments to IAS 1 Presentation of
Financial Statements
· Lease Liability in a Sale and Leaseback - Amendments to IFRS 16 1 January 2024
Leases
· Supplier Finance Arrangements - Amendments to IAS 7 Statement of Cash 1 January 2024
Flows and IFRS 7 Financial Instruments: Disclosures
· IFRS S1 General Requirements for Disclosure of Sustainability-related
Financial Information and IFRS S2 Climate-related Disclosures 1 January 2024
· Lack of Exchangeability - Amendments to IAS 21 The Effects of Changes
in Foreign Exchange Rates
1 January 2025
· Sale or Contribution of Assets between an Investor and its Associate
or Joint Venture - Amendments to IFRS 10 Consolidated Financial Statements and
IAS 28 Investments in Associates and Joint Ventures
Available for optional adoption/effective date deferred indefinitely
The Directors believe that the application of these amendments and
interpretations will not materially impact the Company's financial statements
when they become effective.
b) Going Concern
Going concern refers to the assumption that the Company has the resources to
continue in operation for the next 12 months from the date of approval of
these financial statements. After analysing the following, the Directors
believe that it is appropriate to adopt the going concern basis in preparing
these financial statements:
· Working capital - as at 31 March 2024, there was a working capital
surplus of £4,625,615 (2023: £13,392,367).
· Closed-ended Company --- The Company has been authorised by the GFSC
as an Authorised Closed-ended Collective Investment Scheme, as such there
cannot be any shareholder redemptions and therefore no cash flows out of the
Company in this respect. The cash position of the Company as at 31 March 2024
is £4,235,327 (2023: £15,591,410) which can sufficiently cover annual
operating expenses, investment management fees and finance costs amounting to
£3,753,411 for the year ended 31 March 2024 (2023: £2,963,587).
· Investments - The Company has a tradable portfolio, as 96% (2023:
95%) of the investments, amounting to £217,082,345 as at 31 March 2024 (2023:
£183,259,163) are listed and can therefore be readily sold for cash.
Under Article 51 of the Articles of Incorporation, the Directors shall give
due notice of and propose or cause to be proposed a special resolution that
the Company be wound up at the AGM of the Company every two years. The next
notice will be given in the 2025 AGM documents (the previous notice was given
at the 2023 AGM where the special resolution was not passed) where the Board
will recommend that shareholders vote against resolution. The Directors, based
on discussions with the Company's most significant shareholder, have a
reasonable expectation that the special resolution outlined in Article 51 of
the Articles of Incorporation and under "Life of the Company" will not be
passed at the AGM in 2025.
Based on the above assessments, the Directors are of the opinion that the
Company is able to meet its liabilities as they fall due for payment because
it has and is expected to maintain adequate cash resources. Given the nature
of the Company's business, the Directors have a reasonable expectation that
the Company has adequate financial resources to continue in operational
existence for the next 12 months from the date of approval of these financial
statements. Therefore, the Board consider it appropriate to adopt the going
concern basis in preparing the financial statements.
In making this assessment, the Board has considered the impact of the Russian
invasion Ukraine, Israel/Gaza conflict, inflation, rising rates and supply
chain disruptions on the Company and is confident that it remains appropriate
to adopt the going concern basis.
c) Use of Estimates and Judgements
The preparation of financial statements in accordance with IFRS as adopted by
the UK IASB, requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. These estimates and associated
assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may vary from these estimates.
Judgement is exercised in terms of whether the price of recent transaction
remains the best indicator of fair value for financial instruments at the
statement of financial position date.
The Investment Manager reviews sector and market information and the
circumstances of the investee Company to determine if the valuation adopted at
the statement of financial position date remains the best indicator of fair
value. The estimates and underlying assumptions are reviewed on an on-going
basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised and reassessed every year to ensure the fair value remains
appropriate. Information about areas of critical judgements in applying
accounting policies that have the most significant effect on the fair value of
financial instruments recognised in the financial statements are set out in
note 2(e) of the financial statements. Information about significant areas of
estimation uncertainty that have the most significant effects on the fair
value of financial instruments recognised in the financial statements are set
out in notes 16 and 17 of the financial statements.
d) Dividend Income
Dividend income is recognised when the right to receive income is established.
This is the ex-dividend date for equity securities. All income is shown gross
of any applicable withholding tax.
e) Financial Assets
Classification
All investments of the Company are designated as investments at fair value
through profit or loss. The investments are purchased mainly for their capital
growth and the portfolio is managed and performance evaluated, on a fair value
basis in accordance with the Company's documented investment strategy,
therefore the Directors consider that this is the most appropriate
classification.
Recognition and subsequent measurement
Financial assets are measured initially at fair value being the transaction
price. Subsequent to initial recognition on trade date, all assets classified
at fair value through profit or loss are measured at fair value with changes
in their fair value recognised in the Statement of Comprehensive Income.
Transaction costs are separately presented in the Statement of Comprehensive
Income.
Fair value measurement principles
Listed investments have been valued at the bid market price ruling at the
reporting date. In the absence of the bid market price, the closing price has
been taken, or, in either case, if the market is closed on the financial
reporting date, the bid market or closing price on the preceding business day.
Fair value of unlisted investments is derived in accordance with the
International Private Equity and Venture Capital (IPEV) valuation guidelines.
Their valuation includes all factors that market participants would consider
in setting a price. The primary valuation techniques employed to value the
unlisted investments are earnings multiples and the net asset basis. Cost (as
indicator of initial fair value) may be considered appropriate in the early
stages of the investment, typically within one year.
The carrying amounts of Company's financial instruments, including cash and
cash equivalents, dividends receivable, interest receivable and amounts due
from brokers, approximate fair value due to their immediate or short-term
maturity.
Derecognition
Derecognition of financial assets occurs when the rights to receive cash flows
from financial instruments expire or are transferred and substantially all of
the risks and rewards of ownership have been transferred. When an investment
is derecognised, the unrealised gain or loss are recognised in the Statement
of Comprehensive Income.
Fair value hierarchy
Fair value measurement should be determined based on assumptions that market
participants would use in pricing an asset or liability. As a basis for
considering market participant assumptions, IFRS 13 Fair Value Measurement,
establishes a fair value hierarchy that gives the highest priority to
unadjusted quoted prices in active markets (Level 1) and lowest priority to
unobservable inputs (Level 3). The three levels of the value hierarchy are as
follows:
Level 1: Inputs that reflect unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the ability to access at
the measurement date;
Level 2: Inputs reflect quoted prices of similar assets and liabilities in
active markets and quoted prices of identical assets and liabilities in
markets that are considered to be inactive, as well as inputs other than
quoted prices within Level 1 that are observable for the asset or liability
either directly or indirectly; and
Level 3: Inputs that are unobservable for the asset or liability and reflect
the Investment Manager's own assumptions in accordance with the accounting
policies disclosed within note 2 of the financial statements.
f) Prepayments
Prepayments do not carry any interest and are short term in nature and are
accordingly stated at their amortised cost.
g) Cash and Cash Equivalents
Cash and cash equivalents consist of cash in hand and short term deposits in
banks with original maturities of less than three months.
h) Foreign Currency Translation
Items included in the Company's financial statements are measured using the
currency of the primary economic environment in which it operates (the
"functional currency"). This is Pound Sterling (GBP) which reflects the
Company's activity of investing in predominantly Sterling securities. The
Company's shares are also issued in GBP. Foreign currency monetary assets and
liabilities have been translated at the exchange rates ruling at the statement
of financial position date. Transactions in foreign currency during the period
have been translated into GBP at the spot exchange rate in effect at the date
of the transaction. Realised and unrealised gains and losses on currency
translation are recognised in the Statement of Comprehensive Income.
i) Realised and Unrealised Gains and Losses
Realised gains and losses arising on the disposal of investments are
calculated by reference to the cost attributable to those investments and the
sales proceeds and are included in profit or loss in the Statement of
Comprehensive Income. The change in unrealised gains and losses arising on
investments held at the financial reporting date are also included in the
Statement of Comprehensive Income. The cost of investments partly disposed is
determined using the weighted average method.
j) Financial Liabilities
Financial liabilities include other payables and accrued expenses and amounts
due to brokers. Amounts due to brokers represent payables for investments that
have been contracted for but not yet settled or delivered at the year end.
Financial liabilities are recognised initially at fair value, net of
transaction costs incurred and are subsequently carried at amortised cost
using the effective interest rate method. Financial liabilities are
derecognised when the obligation specified in the contract is discharged,
cancelled or expires.
k) Equity
Share capital represents the nominal value of equity shares and the excess of
the paid up capital over the nominal value. Other reserves and the capital
redemption reserve include all current and prior results as disclosed in the
Statement of Comprehensive Income and the effect of share repurchases. Other
reserves also include the deduction for the excess of consideration paid over
nominal value on share buybacks.
l) Expenses
Expenses are recognised in the Statement of Comprehensive Income upon
utilisation of the service or at the date they are incurred.
m) Finance Costs
Finance costs are recognised in the Statement of Comprehensive Income for the
period in which they are incurred, on an accrual basis.
n) Segmental Reporting
Operating segments are reported in the manner consistent with the internal
reporting used by the chief operating decision-maker ('CODM'). The CODM, who
is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board who makes strategic
decisions regarding the investments of the Company on an aggregated basis.
Strategic and financial management decisions are determined centrally by the
Board and, on this basis, the Company operates as a single investment
management business and no segmental reporting is provided. Other than as
disclosed in note 15 of the financial statements, the CODM does not consider
necessary to provide further analysis for the Company.
3. Investment Manager's Fee
In line with the Alternative Investment Fund Management Agreement, dated 1
October 2019, the Investment Manager is entitled to an annual fee of 1.25% on
the first £15 million of the NAV of the Company and 1% of any excess, payable
monthly in arrears. The agreement can be terminated giving 12 months' notice
or immediately should the Investment Manager be placed into receivership or
liquidation. Additionally, the Investment Manager was entitled to an
administration fee of £62,000 (2023: £65,000). The Investment Manager is
entitled to all the fees accrued and due up to the date of such termination
but is not entitled to compensation in respect of any termination.
The investment management fees incurred for the year ended 31 March 2024 were
£2,353,697 (2023: £2,156,129). As at 31 March 2024, an amount of £203,017
was still payable to the Investment Manager (2023: £181,269). This amount is
included in other payables and accrued expenses.
4. Supplementary management fee
The Board considers the payment of a supplementary management fee annually
based on the performance of the Company. The recognition and subsequent
payment of this fee is at the discretion of the Board.
In December 2023, the Board discussed a payment of £350,000 in respect of the
2023 supplementary management fee. Based on a recommendation by the Chairman,
the Board approved this payment which was made on 19(th) January 2024.
Ratification of the payment was made at the Board meeting held on 3 July 2024.
5. Directors' fees and expenses
Each Director is entitled to a fee of £25,000 per annum, the Chairman is
entitled to an additional fee of £7,500 and the Audit Committee Chairman is
entitled to an additional fee of £5,000. In addition, all Directors are
entitled to reimbursement of travel, hotel and other expenses incurred by them
in course of their duties relating to the Company.
The Directors' fees and expenses incurred for the year ended 31 March 2024 are
£187,500 (2023: £152,500). As at 31 March 2024, an amount of £46,875 (2023:
£38,125) was still payable to the Directors. This amount is included in other
payables and accrued expenses.
6. Administration fees
BNP Paribas S.A., Guernsey Branch acts as Company Secretary and Administrator
of the Company and is entitled to an annual fixed fee of £170,000 per annum
as per the revised fee schedule signed in November 2019.
The administration fees incurred for the year ended 31 March 2024 were
£170,000 (2023: £170,000). As at 31 March 2024, an amount of £42,500 (2023:
£42,500) was still payable to the Administrator. This amount is included in
other payables and accrued expenses.
7. Custodian fees
BNP Paribas S.A., Guernsey Branch acts as Custodian of the Company and is
entitled to an annual safekeeping fee fixed at £30,000 per annum as per the
revised fee schedule signed in November 2019.
The fees incurred for the year ended 31 March 2024 were £30,000 (2023:
£30,000). As at 31 March 2024, an amount of £7,500 (2023: £7,500) was still
payable to the Custodian. This amount is included in other payables and
accrued expenses.
8. Finance costs
On 14 November 2023, the Company entered into a Loan Agreement with NASCIT,
the lender, for a short-term unsecured loan facility of up to £10 million to
be repaid to NASCIT by 30 April 2024, with an interest rate of 6% per annum.
In November 2023, the Company drew down an amount of £4,500,000 out of the
facility and repaid the full amount by January 2024. An interest expense of
£21,945 (year ended 31 March 2023: nil) was accrued on this amount during
that period and fully repaid on 3 January 2024.
9. Taxation
The Company is eligible for exemption from taxation in Guernsey under the
provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. As
such, the Company is only liable to pay a fixed annual fee, currently £1,200
(2023: £1,200). The withholding tax of £9,645 (2023: £9,242) in the
Statement of Comprehensive Income relates to overseas dividends received or
receivable and is irrecoverable.
10. Investments at Fair Value through Profit or Loss
The following table summarises the changes in fair value of the Company's
listed securities for the years ended
31 March 2024 and 31 March 2023:
Year ended Year ended
31 March 2024 31 March 2023
£ £
Cost at the beginning of the year 159,575,223 154,062,672
Opening unrealised gains 23,683,940 45,490,241
Fair value at the beginning of the year 183,259,163 199,552,913
Net realised gains on investments 20,657,646 6,043,411
Net unrealised gains/(losses) on revaluation of investments 1,701,507 (21,806,301)
Disposals (62,225,859) (25,573,655)
Additions 74,628,888 30,642,795
Transfers to unlisted securities (939,000) (5,600,000)
Fair value at the end of the year 217,082,345 183,259,163
Cost at the end of the year* 181,725,666 159,575,223
Unrealised gains at the end of the year* 35,356,679 23,683,940
Fair value at the end of the year 217,082,345 183,259,163
* Excludes the cost and unrealised gains/losses of Stobart Group Ltd
(previously 'Esken Ltd') and Fulcrum Utility Services Ltd which have been
transferred from 'listed securities' to 'unlisted securities'.
The following table summarises the changes in fair value of the Company's
unlisted securities for the years ended 31 March 2024 and 31 March 2023:
Year ended Year ended
31 March 2024 31 March 2023
£ £
Cost at the beginning of the year 13,110,193 8,913,292
Opening unrealised (losses)/gains (3,328,845) 421,671
Fair value at the beginning of the year 9,781,348 9,334,963
Net realised (losses)/gains on investments (8,673,140) 4,563,464
Net unrealised gains/(losses) on revaluation of investments 9,421,149 (3,750,516)
Disposals (1,596,000) (6,409,433)
Additions 85,881 442,870
Transfers from listed securities 939,000 5,600,000
Fair value at the end of the year 9,958,238 9,781,348
Cost at the end of the year* 13,837,166 13,110,193
Unrealised losses at the end of the year* (3,878,928) (3,328,845)
Fair value at the end of the year 9,958,238 9,781,348
* Includes the cost and unrealised gains/losses of Stobart Group Ltd
(previously 'Esken Ltd') and Fulcrum Utility Services Ltd which have been
transferred from 'listed securities' to 'unlisted securities'.
Stobart Group Ltd (previously 'Esken Ltd') and Fulcrum Utility Services Ltd
which were valued at £796,500 and £142,500 respectively as at 31 March 2023,
were delisted during the year ended 31 March 2024.
During the year ended 31 March 2023, GYG Limited and Sourcebio International
Plc, valued at £2,850,000 and £2,750,000 respectively as at 31 March 2022,
were delisted and thus, transferred from Level 1 to Level 3.
10. Share Capital
Authorised Share Capital
Number of Shares Amount
£
Authorised:
Ordinary Shares of 50p each 90,000,000 45,000,000
Issued Ordinary Shares - 1 April 2023 to 31 March 2024
Ordinary Shares of 50p each Number of Shares Share capital
£
At 1 April 2023 14,000,000 49,693,283
At 31 March 2024 14,000,000 49,693,283
Issued Ordinary Shares - 1 April 2022 to 31 March 2023
Ordinary Shares of 50p each Number of Shares Share capital
£
At 1 April 2022 14,000,000 49,693,283
At 31 March 2023 14,000,000 49,693,283
Rights attributable to Ordinary Shares
In a winding-up, the holders of Ordinary Shares are entitled to the repayment
of the nominal amount paid up on their shares. In addition, they have the
right to receive surplus assets available for distribution. The shares confer
the right to dividends and at general meetings, on a poll, confer the right to
one vote in respect of each Ordinary Share held.
11. Share Buybacks
In accordance with section 315 of the Law, the Company has been granted
authority to make one or more market acquisitions (as defined in section 316
of the Law, of Ordinary Shares of 50 pence each in the capital of the Company
(the "Ordinary Shares") on such terms and in such manner as the Directors of
the Company may from time to time determine, provided that:
a) the maximum aggregate number of Ordinary Shares authorised to be
acquired does not exceed 10 per cent. of the issued Ordinary Share capital of
the Company on the date the shareholders' resolution is passed;
b) the minimum price (exclusive of expenses) payable by the Company for each
Ordinary Share is 50 pence. The maximum price payable by the Company for each
Ordinary Share is an amount equal to 105 per cent of the average of the middle
market quotations for an Ordinary Share which is derived from The LSE Daily
Official List for the five business days immediately preceding the day on
which that Ordinary Share is purchased and that stipulated by Article 5(1) of
the Buyback and Stabilisation Regulation being the higher of the price of the
last independent trade and the highest current independent bid available in
the market;
c) subject to paragraph (d), this authority shall expire (unless previously
renewed or revoked) at the earlier of the conclusion of the next annual
general meeting of the Company or on the date which is 18 months from the date
of the previous shareholders' resolution;
d) notwithstanding paragraph (c), the Company may make a contract to
purchase Ordinary Shares under the authority from the shareholders' before its
expiry which will or may be executed wholly or partly after the expiry of the
authority and may make a purchase of Ordinary Shares in pursuance of any such
contract after such expiry; and
e) the price payable for any Ordinary Shares so purchased may be paid by
the Company to the fullest extent permitted by the Law.
A renewal of the authority to make purchases of the Company's own Ordinary
Shares will be sought from existing shareholders at each annual general
meeting of the Company.
During the years ended 31 March 2024 and 31 March 2023, the Company did not
carry out any share buybacks.
13. Reconciliation of NAV to Published NAV
31 March 2024 31 March 2023
£ £ per share £ £ per share
Published NAV 235,082,701 16.79 209,498,295 14.97
Unrealised loss on revaluation of investments at bid / mid-price
(3,416,503) (0.24) (3,065,417) (0.22)
NAV attributable to shareholders 231,666,198 16.55 206,432,878 14.75
The published monthly NAV is produced within 15 working days of the month end
and values the listed investments at mid-price. The financial statements value
listed investments at their bid price.
14. Earnings/loss per Ordinary Share and NAV per
Ordinary Share
The calculation of basic earnings per Ordinary Share of £1.80 (2023: loss per
Ordinary Share of £0.93) is based on net profit of £25,233,320 (2023: net
loss of £12,976,144) and the weighted average number of Shares in issue
during the year of 14,000,000 Shares (2023: 14,000,000 Shares). At 31 March
2024 and 31 March 2023, there was no difference in the basic and diluted
earnings/loss per Ordinary Share calculation.
The calculation of NAV per Ordinary Share of £16.55 (2023: £14.75) is based
on a NAV of £231,666,198 (2023: £206,432,878) and the number of Shares in
issue at the year-end of 14,000,000 Shares (2023: 14,000,000 Shares).
15. Segment Information
The CODM of the Company are the Board. The Company has one reportable segment.
The Board reviews internal management reports on a quarterly basis.
Information on realised gains and losses derived from sales of investments are
disclosed in note 10 of the financial statements.
The Company is domiciled in Guernsey. All of the Company's income from
investments is from underlying companies. The majority of these companies are
incorporated in countries other than Guernsey (mainly Great Britain).
The geographical breakdown of the Company's investment portfolio is set out
above.
The Company has no non-financial assets classified as non-current assets.
Shareholders with holdings of 5% or more are disclosed on above.
16. Financial Risk Management
The main risks arising from the Company's activities are:
(i) market risk, including currency risk, interest rate risk
and other price risk;
(ii) liquidity risk; and
(iii) credit risk
The Company Secretary, in close co-operation with the Board and the Investment
Manager, coordinates the Company's risk management. The policies for managing
each of these risks are summarised below and have been applied throughout the
year.
i) Market Risk
The fair value of future cash flows of a financial instrument held by the
Company may fluctuate because of changes in market prices. This market risk
comprises currency risk, interest rate risk and other price risk. The Board
reviews and agrees policies for managing these risks.
Currency Risk
The functional and presentation currency of the Company is GBP and, therefore,
the Company's principal exposure to foreign currency risk comprises
investments priced in other currencies, principally US Dollars. The Investment
Manager monitors the Company's exposure to foreign currencies and reports to
the Board on a regular basis. The Investment Manager measures the risk to the
Company of the foreign currency exposure by considering the effect on the NAV
and income of a movement in the rates of exchange to which the Company's
assets, liabilities, income and expenses are exposed.
At 31 March 2024, the currency profile of those financial assets and
liabilities was:
GBP EUR USD Total
£ £ £ £
Investments at fair value through profit or loss 224,495,896 - 2,544,687 227,040,583
Dividends receivable 676,900 - - 676,900
Amounts due from brokers 27,183 - - 27,183
Cash and cash equivalents 4,235,327 - - 4,235,327
Trade and other payables (386,438) - - (386,438)
Amounts due to brokers (4,621) - - (4,621)
Total net foreign currency exposure 229,044,247 - 2,544,687 231,588,934
At 31 March 2023, the currency profile of those financial assets and
liabilities was:
GBP EUR USD Total
£ £ £ £
Investments at fair value through profit or loss 190,586,806 193,040,511
- 2,453,705
Dividends receivable 123,500 - - 123,500
Amounts due to brokers (1,977,187) - - (1,977,187)
Cash and cash equivalents 15,591,410 - - 15,591,410
Trade and other payables (362,852) - - (362,852)
Total net foreign currency exposure 203,961,677 - 2,453,705 206,415,382
Sensitivity analysis is based on the Company's monetary foreign currency
instruments held at each balance sheet date. A 10% change in the exchange rate
is considered reasonable based on observation of current market conditions.
31 March 2024 31 March 2023
Currency Change in the exchange rate Impact on Total Comprehensive Income Impact on NAV Impact on Total Comprehensive Income Impact on NAV
£ £ £ £
USD vs GBP 10%/(10%) (231,335)/282,743 (231,335)/282,743 (223,064)/272,634 (223,064)/272,634
Interest Rate Risk
Interest rate movements may affect:
· the fair value of the investments in fixed rate securities;
· the level of income receivable on cash deposits and floating rate debt
instruments; and the interest payable on the Company's variable rate
borrowings, if any.
The possible effects on fair value and cash flows that could arise as a result
of changes in interest rates are taken
into account when making investment decisions and borrowings, if any. The
Board reviews on a regular basis the values of the unquoted loans and
preferred shares to companies in which private equity investment is made.
Interest rate risk is not significant to the Company as it has no significant
fixed income investments or borrowings.
Other Price Risk
Other price risks (i.e. changes in market prices other than those arising from
currency risk or interest rate risk) may affect the value of investments.
The Company's exposure to price risk comprises mainly of movements in the
value of the Company's investments. As at the year-end, the spread of the
Company's investment portfolio is detailed above.
The Board manages the market price risks inherent in the investment portfolio
by ensuring full and timely access to relevant investment information from the
Investment Manager. The Board meets regularly and at each meeting reviews
investment performance. The Board monitors the Investment Manager's compliance
with the Company's objectives and is directly responsible for investment
strategy and asset allocation.
The Company's exposure to other changes in market prices at 31 March 2024 and
31 March 2023 on its investments was as follows:
31 March 2024 31 March 2023
£ £
Financial assets at fair value through profit or loss
- Non-current investments at fair value through profit or loss 227,040,583 193,040,511
The following table illustrates the sensitivity of the profit and NAV to an
increase or decrease of 15% (2023:15%) in the fair values of the Company's
investments. This level of change is considered to be reasonably possible
based on observation of current market conditions. The sensitivity analysis is
based on the Company's investments at each balance sheet date, with all other
variables held constant.
31 March 2024 31 March 2023
Increase in fair value Decrease in fair value Increase in fair value Decrease in fair value
£ £ £ £
Statement of Comprehensive Income
Profit/(loss) for the year 34,056,087 (34,056,087) 28,956,077 (28,956,077)
NAV 34,056,087 (34,056,087) 28,956,077 (28,956,077)
i) Liquidity Risk
This is the risk that the Company will encounter difficulty in meeting
obligations associated with financial liabilities.
The Company is faced with some level of liquidity risk as 4.38% (2023: 5.07%)
of the Company's investments are in unlisted equities and other investments
that may not be readily realisable.
In accordance with the Company's policy, the Investment Manager monitors the
Company's liquidity risk and the Board has overall responsibility.
The table below shows the split of investments with maturity dates of less
than a year and investments with no maturity date.
31 March 2024 31 March 2023
Less Greater than 1 year No maturity date Less than 1 year Greater No maturity date
than 1 year Total than 1 Total
year
£ £ £ £ £ £ £ £
Listed - - 217,082,345 217,082,345 - - 183,259,163 183,259,163
Unlisted - - 9,958,238 9,958,238 - - 9,781,348 9,781,348
- - 227,040,583 227,040,583 - - 193,040,511 193,040,511
The Company's financial liabilities are due to mature within one year from the
Statement of Financial Position date. The contractual maturities of these
financial liabilities equal their carrying amount on the Statement of
Financial Position. As the Company is in a net current asset position, the
Directors are satisfied that there are adequate resources to meet these
obligations as they fall due.
ii) Credit Risk
The Company does not have any significant exposure to credit risk arising from
any one individual party. Credit risk is spread across a number of
counterparties, each having an immaterial effect on the Company's cash flows,
should a default happen. The Company's maximum credit risk exposure at the
Statement of Financial Position date is represented by the respective carrying
amounts of the financial assets in the Statement of Financial Position.
There is a risk that the custodian and bank used by the Company to hold assets
and cash balances could fail and that the Company's assets may not be
returned.
Associated with this is the additional risk of fraud or theft by employees of
those third parties. The Board manages this risk through the Investment
Manager monitoring the financial position of those custodians and banks used
by the Company.
The credit rating of the custodian and the bank, BNP Paribas S.A., Guernsey
Branch, is A-1 with Standard & Poor's.
iii) Operational Risk
Operational risk is the risk of direct or indirect loss arising from a wide
variety of causes associated with the processes, technology and infrastructure
supporting the Company's activities with financial instruments either
internally within the Company or externally at the Company's service providers
and from external factors other than credit, market and liquidity risks such
as those arising from legal and regulatory requirements and generally accepted
standards of investment management behaviour.
The Company's objective is to manage operational risk so as to balance
limiting of financial losses and damage to its reputation with achieving its
investment objective.
Capital Management Policies And Procedures
The Company's capital management objectives are:
- to ensure that the Company will be able to continue as a going concern;
and
- to maximise the income and capital return to its equity shareholders
through an appropriate balance of equity capital and long-term debt. The
policy is that gearing should not exceed 20% of NAV.
The Company's capital at 31 March 2024 and 31 March 2023 comprises:
31 March 2024 31 March 2023
Equity £ £
Share capital 49,693,283 49,693,283
Other reserves 181,972,915 156,739,595
231,666,198 206,432,878
The Company does not have any long term debt outstanding as at 31 March 2024
and 31 March 2023.
The Board, with the assistance of the Investment Manager, monitors and reviews
the broad structure of the Company's capital on an ongoing basis. This review
includes:
- the planned level of gearing, which takes account of the Investment
Manager's views on the market;
- the need to buy back equity shares for cancellation, which takes
account of the difference between the NAV per share and the share price (i.e.
the level of share price discount or premium);
- the need for new issues of equity shares; and
- the extent to which revenue in excess of that which is required to be
distributed should be retained.
The Company's objectives, policies and processes for managing capital are
unchanged from the preceding accounting period and there are no imposed
capital requirements.
17. Fair Value Hierarchy
Where an asset or liability's value is determined based on inputs from
different levels of the hierarchy, the level in the fair value hierarchy
assumed for the valuation assessment is the lowest level input significant to
the fair value measurement in its entirety.
Investments whose values are based on quoted market prices in active markets
and therefore classified within Level 1, include active listed equities. The
Company does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be
active but are valued based on quoted market prices, dealer quotations or
alternative pricing sources supported by observable inputs are classified
within Level 2. As Level 2 investments include positions that are not traded
in active markets and/or are subject to transfer restrictions, valuations may
be adjusted to reflect illiquidity and/or non-transferability, which are
generally based on available market information.
Investments classified within Level 3 have significant unobservable inputs.
Level 3 instruments consists of private equity positions. As observable prices
are not available for these securities, the Company has used valuation
techniques to derive the fair value. For certain investments, the Company
utilises comparable trading multiples and recent transactions in arriving at
the valuation for these positions. The Investment Manager determines
comparable public companies (peers) based on industry, size, developmental
stage and strategy.
Management then calculates a trading multiple for each comparable Company
identified. The multiple is calculated by dividing the enterprise value of the
comparable Company by its earnings before interest, taxes, depreciation and
amortisation ("EBITDA"). The trading multiple is then discounted for
considerations such as illiquidity and differences between the comparable
companies based on Company-specific facts and circumstances. New investments
are initially carried at cost, for a limited period, being the fair value of
the most recent investment in the investee Company.
In accordance with IPEV valuation guidelines, changes and events since the
acquisition date are monitored to assess the impact on the fair value of the
investment and the valuation derived from investment cost is adjusted if
necessary. Fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date.
The tables below analyse financial instruments measured at fair value as at 31
March 2024 and 31 March 2023 by the level in the fair value hierarchy into
which the fair value measurement is categorised.
31 March 2024 Level 1 Level 2 Level 3 Total
£ £ £ £
Investments at fair value
through profit or loss
Listed securities 217,082,345 - - 217,082,345
Unlisted securities - - 9,958,238 9,958,238
217,082,345 - 9,958,238 227,040,583
31 March 2023 Level 1 Level 2 Level 3 Total
£ £ £ £
Investments at fair value
through profit or loss
Listed securities 183,259,163 - - 183,259,163
Unlisted securities - - 9,781,348 9,781,348
183,259,163 - 9,781,348 193,040,511
The following table summarises the changes in fair value of the Company's
Level 3 investments for the years ended 31 March 2024 and 31 March 2023:
Year ended Year ended
31 March 2024 31 March 2023
£ £
Fair value at the beginning of the year 9,781,348 9,334,963
Net realised (losses)/gains on investments (8,673,140) 4,563,464
Net unrealised gains/(losses) on revaluation of investments 9,421,148 (3,750,516)
Disposals (1,596,000) (6,409,433)
Additions 85,881 442,870
Transfers between levels 939,000 5,600,000
Fair value at the end of the year 9,958,237 9,781,348
Transfers between levels are determined based on changes to the significant
inputs used in the fair value estimation. Any transfers between levels, in the
fair value hierarchy, are recognised at the beginning of the relevant
reporting period.
Stobart Group Ltd (previously 'Esken Ltd') and Fulcrum Utility Services Ltd
which were valued at £796,500 and £142,500 respectively as at 31 March 2023,
were delisted during the year ended 31 March 2024 and thus, were transferred
to Level 3.
During the year ended 31 March 2023, GYG Limited and Sourcebio International
Plc, valued at £2,850,000 and £2,750,000 respectively as at 31 March 2022,
were delisted and thus, transferred from Level 1 to Level 3.
The table below sets out sensitivity to the earnings multiples used at 31
March 2024 and 31 March 2023 in measuring a significant investment categorised
as Level 3 in the fair value hierarchy and measured based on comparable
multiples approach:
Fair Value at Valuation Method Unobservable inputs Factor Sensitivity to changes in significant unobservable inputs
31 March 2024
Description (£)
Jaguar Holdings Ltd 2,334,066 Comparable Company Multiples Earnings (EBITDA) multiple 7.0x The estimated fair value would increase if:
- the Earnings (EBITDA) multiple was changed
Sourcebio International 1,700,000 Comparable Company Multiples Earnings (EBITDA) multiple 9.9x The estimated fair value would increase if:
- the Earnings (EBITDA) multiple was changed
Plc
Fair Value at Valuation Method Unobservable inputs Factor Sensitivity to changes in significant unobservable inputs
31 March 2023
Description (£)
Jaguar Holdings Ltd 2,276,973 Comparable Company Multiples Earnings (EBITDA) multiple 7.0x The estimated fair value would increase if:
- the Earnings (EBITDA) multiple was changed
The remaining investments classified as Level 3 have not been included in the
above analysis as either they have a fair value that approximates a recent
transaction price or relates to cash being held in escrow pending the outcome
of certain post sale conditions (i.e. warranties).
GYG Limited has been valued at the mid-point between price of recent
transaction and the bid approach offer price referred to the Investment
Manager's Report.
Although the Company believes that its estimates of fair value are
appropriate, the use of different methodologies or assumptions could lead to
different measurements of fair value. For fair value measurements in Level 3,
changing one or more of the assumptions used to reasonably possible
alternative assumptions would have the following effects on the NAV
attributable to the shareholders:
As at 31 March 2024
Valuation Method Input Sensitivity used £
Description
Jaguar Holdings Ltd Comparable Company Earnings (EBITDA) multiple +/- 10.0% (10.9/8.9) 274,878/(274,828)
Multiples
Sourcebio International Plc Comparable Company Earnings (EBITDA) multiple +/- 10.0% (6.05/4.95) 194,733/(133,933)
Multiples
As at 31 March 2023
Valuation Method Input Sensitivity used £
Description
Jaguar Holdings Ltd Comparable Company Earnings (EBITDA) multiple +/- 10.0% (7.7/6.3) 267,929/(267,929)
Multiples
A sensitivity of 1.0x and 10% has been considered appropriate given the
earnings (EBITDA) multiple for comparable Company multiples lies within this
range.
18. Related Parties
All transactions with related parties are carried out at arm's length and the
prices reflect the prevailing fair market value of the assets on the date of
the transaction.
The Investment Manager is considered to be a related party. The fees paid are
included in the Statement of Comprehensive Income and further detailed in
notes 3 and 4 of the financial statements.
The Directors are also considered related parties and their total fees during
the year ended 31 March 2024 amounted to £187,500 (2023: £152,500). At 31
March 2024, £46,875 (2023: £38,125) included in other accruals and payables,
was payable to the Directors. Please refer to note 5 of the financial
statements for further details.
Mr Sidney Cabessa is a director of Harwood Capital Management Limited, the
parent company of the Investment Manager. No fees were paid or are payable to
Harwood Capital Management Limited.
Mr Christopher Mills is the partner and CEO of Harwood Capital LLP (a wholly
owned subsidiary of Harwood Capital Management Limited). He is also a director
on the board of the Investment Manager and also the CIO of NASCIT, which is a
substantial shareholder of the Company as detailed above and note 19 of the
financial statements.
During the year, the Company entered into a Loan Agreement with NASCIT. Refer
to note 8 of the financial statements for more details.
19. Majority Shareholder
NASCIT holds 53.26% of the Ordinary Shares of the Company.
20. Subsequent Events
There have been no significant events subsequent to the year end, which, in
the opinion of the Directors, may have had an impact on the financial
statements for the year ended 31 March 2024.
ALTERNATIVE PERFORMANCE MEASURES
NAV per Ordinary Share
NAV per Ordinary Share means an amount equal to, as at the relevant date, the
NAV attributable to Ordinary Shares divided by the number of Ordinary Shares
in issue as at such date.
Reason for use
Common industry performance benchmark for calculating the Total Return and
Share Price (Discount)/Premium to NAV per Ordinary Share.
Recalculation
NAV per Ordinary Share is calculated as follows:
31 March 2024 31 March 2023
NAV as per Statement of Financial Position £231,666,198 £206,432,878
Number of Ordinary Shares in issue at year end 14,000,000 14,000,000
NAV per Ordinary Share £16.55 £14.75
Share Price Discount to NAV per Ordinary Share
Closing price as at such date as published on the LSE divided by the NAV per
Ordinary Share.
Reason for use
Common industry measure to understand the price of the Company's shares
relative to its net asset valuation.
Recalculation
31 March 2024 31 March 2023
Closing (bid) price as published on the LSE £11.73 £11.95
NAV per Ordinary Share £16.55 £14.75
Discount to NAV (29.12)% (18.98)%
COMPANY INFORMATION
Registered Office
BNP Paribas House,
St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Investment Manager
Harwood Capital Management (Gibraltar) Limited LLP
Suite 827 Europort, Europort Road, Gibraltar
Custodian
BNP Paribas S.A., Guernsey Branch
BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Secretary and Administration
BNP Paribas S.A., Guernsey Branch
BNP Paribas House, St Julian's Avenue,
St Peter Port, Guernsey, GY1 1WA
Registrars
Link Market Services (Guernsey) Limited
PO Box 627, St Sampson, Guernsey, GY1 4PP
Stockbroker
Winterflood Securities Limited
Riverbank House, 2 Swan LaneLondon, EC4R 3GA
Independent Auditor
RSM CI (Audit) Limited
P.O. Box 179, 13-14 Esplanade
St Helier, Jersey, JE4 9RJ
Legal Advisers
To the Company as to Guernsey law:
Mourant Ozannes
Royal Chambers, St. Julian's Avenue, St Peter Port,
Guernsey, Channel Islands, GY1 4HP
To the Company as to English law:
Bircham Dyson Bell
One Bartholomew CI
London, EC1A 7BL
Website
www.oryxinternationalgrowthfund.co.uk
(http://www.oryxinternationalgrowthfund.co.uk)
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