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Final Results for 31 December 2011

30th Mar 2012 17:14

RNS Number : 5298A
Rapid Realisations Fund Limited
30 March 2012
 



 

Rapid Realisations Fund Limited

 

Final Results for the year ended 31 December 2011

 

Rapid Realisations Fund Limited (the "Company" or "RRF"), the AIM quoted investment company today announces its audited results for the year ended 31 December 2011 (the "Period").

 

Investment Overview

During the year under review we successfully exited 4 investments and partially exited 5 others. Total realisations during the year were circa £8.1 million.

 

Financial Highlights

• Net Asset Value per Ordinary Share at 31 December 2011 was 25.35p

• Fully exited 4 investments realising circa £2.1 million

• Partially exited 5 investments realising circa £6.0 million

 

Since 31 December 2011

• Fully exited 2 investments realising circa £0.6 million

• Partially exited 1 investment realising circa £1.0 million

 

Investment Portfolio Activity

 

Investment Portfolio Activity

 

Investments

Acquired

 

Sales Proceeds and Repayment of Loans

Net (Outflow)/ Inflow

Period

£'m

£'m

£'m

5 months to 31 Dec 2007

(3.0)

-

(3.0)

12 months to 31 Dec 2008

(29.6)

0.4

(29.2)

12 months to 31 Dec 2009

(6.4)

-

(6.4)

12 months to 31 Dec 2010

(5.8)

12.4

6.6

12 months to 31 Dec 2011

-

8.5*

8.5

Total

(44.8)

21.3

(23.5)

 

*£0.4m received during the year under review in respect of an investment exited in the prior year.

 

Commenting, Rhys Davis Chairman:

 

"I am pleased to report on the performance of Rapid Realisations Fund Limited (the "Company" or "RRF") for the year ended 31 December 2011.

 

In line with the investment objective and policy adopted following the acquisition of a 17.33% stake by

Damille Investments Limited in May 2010 the Company continues to manage the orderly realisation of its investment portfolio with the objective of maximising the return of invested capital to shareholders during the period ending on 30 September 2013.

 

In the year to 31 December 2011, the Company has continued to make good progress against this investment objective having fully exited 4 investments and partially exiting 5 others. The proceeds from these realisations have been used to fund the continued return of capital to shareholders; during the year under review a further circa £9.8 million was returned to shareholders, equivalent to 17p per Ordinary Share, with an additional circa £2.3 million, equivalent to 4p per Ordinary Share being returned since the year end.

 

To date, in excess of £35.1 million, equivalent to 61p per share, has been returned to shareholders and the Board of Directors continues to work closely with the Company's fund manager to maximise further realisations. Discussions in relation to a number of additional realisations are on-going and we look forward to returning further funds to shareholders in due course.

 

The NAV per Ordinary Share as at 31 December 2011 was 25.35p".

 

 

Investment Highlights

During the year under review, we successfully fully exited the Company's investments in the following companies, realising circa £2.1 million in total:

 

Enegi Oil Plc is an AIM listed independent oil and gas group. During the year RRF sold its remaining stake in this company.

Green Compliance Plc is AIM listed and operates in the blue collar compliance market. During the year RRF sold its remaining stake in this company.

Kolar Gold Limited is a gold explorer and miner and was admitted to AIM during the year. RRF sold its stake in the company on listing.

Just Car Clinics Plc is the UK's second-largest independent chain of collision repair centres. During the year RRF sold its remaining stake in this company.

 

During the year under review, we partially exited the Company's investments in the following investee companies, realising circa £6.0 million in total:

 

DDM Group AG is engaged in the purchase and collection of distressed debt in Eastern Europe.

The company continued to repay the debt facility provided by RRF.

Taylormade Betting Ltd is an independent bookmaker chain in the North West of England. During the year the company fully repaid a loan provided by RRF.

Take 2 Ltd, hires out camera and lighting equipment. The company continues to repay a loan provided by RRF.

Keycom Plc design, install and deliver broadband based communications solutions and services for several markets including Tertiary education, Key workers and Multi-tenant units. During the year RRF received the final repayment on a loan provided to Keycom Plc.

Service Solutions Group Ltd, a provider of insurance claims management services and building repairs partially repaid a loan provided by RRF.

 

During the year the Company made no follow on or new investments in line with the Company's investment policy.

 

Since the year end the Company has partially exited one investment and fully exited two further investments, realising circa £1.6m in total:

 

DDM Group AG.  Since the year end RRF has fully exited its investment in this company.

Information Prophets Ltd is a developer of a specialist energy compliance software platform. Since the year end RRF have sold their equity holding in this company.

Providence Resources Plc is an Irish based oil and gas exploration company. Since the year end RRF has received partial repayment of the bonds it holds issued by Providence Resources Plc.  

Set out in the table below is a summary of the investment portfolio segmented by valuation basis as at 31 December 2011 for information:

 

Valuation Method

Number of Investments

Valuation £'m

% of portfolio by value

Unquoted investments at directors' valuation

Earnings multiple

5

5.4

44.2%

Price based on recent fundraising

1

0.1

0.4%

Net assets

3

5.8

47.7%

Quoted investments at market value (bid price)

Quoted market price

1

0.9

7.7%

Total

10

12.2

100.0%

 

 

Copies of the annual report will be sent to shareholders shortly and will be available for a period of one month to the public at the offices of Cenkos Fund Managers Limited at 6.7.8 Tokenhouse Yard, London, EC2R 7AS and will be available at the Company's website www.rapidrealisations.com.

 

Enquiries:

 

Rhys Davies

Rapid Realisations Fund Limited +41 (0) 79 620 215

 

Philip Secrett/David Hignell

Grant Thornton Corporate Finance +44 (0) 20 7383 5100

Nominated Adviser [email protected]

 

Notes to Editors:

Rapid Realisations Fund Limited ("Rapid") is a closed ended investment fund listed on the AIM market of the London Stock Exchange (AIM). The fund is managed by Cenkos Fund Managers Limited.

RAPID REALISATIONS FUND LIMITED

 

Statement of Financial Position

 

As at 31 December 2011

 

Notes

31 December 2011

31 December 2010

£

£

Investments

2 & 6

Fair value through profit or loss

3,770,652

9,203,219

Loans and receivables

5,225,132

13,007,472

Total investments

8,995,784

22,210,691

Current assets

Current Investments:

Loans and receivables

6

3,240,114

3,120,841

Other receivables

7

924,180

1,192,033

Cash and cash equivalents

8

1,503,134

2,698,579

5,667,428

7,011,453

Current liabilities

Other payables

9

34,617

86,117

34,617

86,117

Net current assets

5,632,811

6,925,336

Total net assets

14,628,595

29,136,027

Equity attributable to Ordinary Shareholders

Reserves

14,628,595

29,136,027

Total Equity

14,628,595

29,136,027

Net asset value per Ordinary Share

11

0.2535

0.5049

 

The financial statements were approved at a meeting of the Board of Directors held on 30 March 2012.

 

The accompanying notes form an integral part of the financial statements.

Statement of Total Comprehensive Income

 

For the year ended 31 December 2011

 

Notes

31 December 2011

31 December 2010

£

£

Income

2

Finance income

6,892

61,842

Commission income

-

22,000

Loan note interest

1,434,867

2,394,588

Dividend income

12,612

51,156

Other investment income

-

185,056

Net realised (losses)/gains on fair value through profit or loss investments

6

 

(621,055)

 

248,181

Net realised foreign exchange gains on loan repayments

6

 

88,799

 

36,800

Net realised losses on loan sales

6

-

(18,857)

Movement in net unrealised losses on fair value through profit or loss investments

6

 

(2,694,303)

 

(6,765,179)

Movement in impairment charge on loans

6

(1,699,998)

(2,470,211)

Movement in net unrealised foreign exchange losses on loan investments

 

6

 

(155,814)

 

(530,550)

Movement on net unrealised loss on open forward foreign currency contracts

 

12(d)

 

-

 

(90,480)

Foreign exchange (losses)/gains

(58,887)

118,889

Total income

(3,686,887)

(6,756,765)

Expenses

Investment management fee

3

411,878

919,712

Administration fee

3

60,982

95,583

Custodian fee

3

24,597

16,029

Loan note interest written off

13

272,568

80,743

Transaction expenses

51,140

109,516

Directors' fees and expenses

4

66,607

97,018

Auditor's remuneration

41,388

38,793

Legal and professional fees

29,500

92,132

Withholding tax on dividend income

-

5,116

Other expenses

52,814

32,405

Total expenses

1,011,474

1,487,047

Net deficit from operations

(4,698,361)

(8,243,812)

Total comprehensive deficit for the period

(4,698,361)

(8,243,812)

Deficit per Ordinary Share

5

(0.0814)

(0.1429)

 

The results for the current and prior periods are derived from continuing operations.

 

The accompanying notes form an integral part of the financial statements.

Statement of Changes in Equity

 

For the year ended 31 December 2011

 

 

Notes

Revenue

Reserve

Distributable Reserve

Total

Reserves

£

£

£

Balance brought forward

(3,530,406)

32,666,433

29,136,027

Total comprehensive deficit for the year

 

 

 

(4,698,361)

 

-

 

(4,698,361)

Capital distributions

10 & 15

-

(9,809,071)

(9,809,071)

 

Balance carried forward

 

(8,228,767)

 

22,857,362

 

14,628,595

 

For the year ended 31 December 2010

 

 

Notes

Revenue

Reserve

Distributable Reserve

Total

Reserves

£

£

£

Balance brought forward

4,713,406

55,747,011

60,460,417

Total comprehensive deficit for the year

 

 

 

(8,243,812)

 

-

 

(8,243,812)

Capital distributions

10 & 15

-

(23,080,578)

(23,080,578)

 

Balance carried forward

 

(3,530,406)

 

32,666,433

 

29,136,027

 

 

The accompanying notes form an integral part of these financial statements.

Statement of Cash Flows

 

For the year ended 31 December 2011

 

Notes

31 December 2011

31 December 2010

£

£

Cash flows from operating activities

Commission received

-

22,000

Loan note interest received movement

748,109

2,048,304

Dividend income received

12,612

46,040

Other investment income

41,613

(149,494)

Operating expenses paid

(794,855)

(1,421,393)

Net cash from operating activities

7,479

545,457

Cash flows from investing activities

Amounts paid for purchases of investments

-

(5,562,535)

Amounts received from sales of investments

2,661,561

6,318,527

Amounts received on loan repayments

5,996,776

5,924,397

Net cash from investing activities

8,658,337

6,680,389

Cash flows used in financing activities

Bank interest received

6,697

69,495

Capital distribution

(9,809,071)

(23,080,578)

-

Net cash used in financing activities

(9,802,374)

(23,011,083)

Net decrease in cash and cash equivalents

(1,136,558)

(15,785,237)

Cash and cash equivalents, start of year

2,698,579

18,364,927

Effect of foreign exchange rate changes on cash and cash equivalents

 

(58,887)

 

118,889

Cash and cash equivalents, end of year

8

1,503,134

2,698,579

 

 

Cash and cash equivalents comprise the following amounts:

Bank deposits

1,503,134

2,698,579

1,503,134

2,698,579

 

The accompanying notes form an integral part of these financial statements.

 

RAPID REALISATIONS FUND LIMITED

Notes to the Financial Statements

Year ended 31 December 2011

 

 

1. The Company:

 

The Company is a closed-ended investment company and was registered with limited liability in Guernsey on 12 July 2007. The Company commenced business on 2 August 2007 when the Ordinary Shares of the Company were admitted to trading on AIM. The Company is a Guernsey Authorised Closed-ended Investment Scheme and is subject to the Authorised Closed-ended Investment Scheme Rules 2008.

 

The Company is currently focusing on realising the investments that have been made to date. These investments were made in line with the Company's previous stated investment policy.

 

2. Principal Accounting Policies:

 

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company's financial statements (the "financial statements"):

 

(a) Basis of Preparation:

 

(i) General

The financial statements of the Company, which give a true and fair view, have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by, or adopted by, the International Accounting Standards Board (the "IASB"), interpretations issued by the International Financial Reporting Interpretations Committee and comply with the Companies (Guernsey) Law, 2008 and the Listing Rules of the UK Listing Authority.

 

The financial statements of the Company have been prepared under the historical cost convention modified by the revaluation of investments and derivative financial instruments at fair value through profit or loss.

 

(ii) Judgements and estimates

The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results could differ from such estimates.

 

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 was revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

The most critical judgements, apart from those involving estimates, that management has made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are the functional currency of the Company (see note 2(d)(i)) and the fair value of investments designated to be at fair value through profit or loss (see note 2(e)(i)). The valuation methods/techniques used by the Company in valuing financial instruments involve critical judgements to be made and therefore the actual value of financial instruments could differ significantly from the value disclosed in these financial statements.

 

 

 

(iii) IFRS

 

New standards and interpretations adopted

The Company has adopted the following new and amended standards and interpretations, which are applicable to the Company's operations, for the accounting period commencing 1 January 2011:

 

§ Improvements to IFRSs 2010 - various standards (effective 1 January 2011)

§ Amendments to IFRS 7 Financial Instruments: Disclosures - amendments enhancing disclosures about transfer of financial assets (effective 1 July 2011)

§ IAS 24 - Related Party Disclosures (Revised 2009) (effective 1 January 2011)

§ IFRIC 19 Extinguishing Financial Liabilities with Equity - addresses the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a creditor to extinguish all or part of the financial liability (effective 1 July 2010)

 

Significant new standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective for the current year, and have not been applied in preparing these financial statements. None of these will have a significant effect on the financial statements of the Company, with the exception of the following:

 

§ IFRS 9 Financial Instruments, published on 12 November 2009 (effective 1 January 2015) as part of phase I of the IASB's comprehensive project to replace IAS 39, deals with classification and measurement of financial assets. The requirements of this standard represent a significant change from the existing requirements in IAS 39 in respect of financial assets. The standard contains two primary measurement categories for financial assets: amortised cost and fair value. A financial asset would be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and the asset's contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets would be measured at fair value.

 

The standard eliminates the existing IAS 39 categories of held to maturity, available for sale and loans and receivables. For an investment in an equity instrument which is not held for trading, the standard permits an irrevocable election, on initial recognition, on an individual share-by-share basis, to present all fair value changes from the investment in other comprehensive income. No amount recognised in other comprehensive income would ever be reclassified to profit or loss at a later date. However, dividends on such investments are recognised in profit or loss, rather than other comprehensive income unless they clearly represent a partial recovery of the cost of the investment. Investments in equity instruments in respect of which an entity does not elect to present fair value changes in other comprehensive income would be measured at fair value with changes in fair value recognised in profit or loss.

 

The standard requires that derivatives embedded in contracts with a host that is a financial asset within the scope of the standard are not separated; instead the hybrid financial instrument is assessed in its entirety as to whether it should be measured at amortised cost or fair value.

 

The Directors' are currently in the process of evaluating the potential effect of this standard. The standard is not expected to have a significant impact on the financial statements since the majority of the Company's financial assets are designated at fair value through profit or loss. The amendments will become mandatory for the Company's 31 December 2015 annual financial statements.

 

 

 

 

 

(iii) IFRS, continued

 

Significant new standards and interpretations not yet adopted, continued

 

§ IFRS 13 Fair Value Measurement, currently, guidance on measuring fair value is distributed across many IFRS. Some standards contain limited guidance and others quite extensive guidance that is not always consistent. IFRS 13 has been developed to remedy this problem, by:

 

1) establishing a single source of guidance for all fair value measurements;

2) clarifying the definition of fair value and related guidance; and

3) enhancing disclosures about fair value measurements

 

The fair value measurement framework is based on a core principle that defines fair value as an exit price, whilst retaining the exchange price notion contained in the existing definition of fair value in IFRS.

 

The standard also clarifies that fair value is based on a transaction taking place in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. The principal market is the market with the greatest volume and level of activity for the asset or liability.

 

For liabilities, the standard provides extensive guidance to deal with the problematic issue of measuring the fair value of a liability in the absence of a quoted price in an active market to transfer an identical liability.

 

Proposed disclosures in the new standard will increase transparency about fair value measurements, including the valuation techniques and inputs used to measure fair value.

 

IFRS 13 requirements are applicable to annual reporting period beginning on or after 1 January 2013, there they will become mandatory for the Company's 31 December 2013 annual financial statements.

 

The Directors believe that other pronouncements, which are in issue but not yet operative or adopted by the Company, will not have a material impact on the financial statements of the Company.

 

(iv) Going concern:

Based on the consideration of assets and the business nature of the Company the Directors, following enquiry, believe the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they consider it appropriate to adopt the going concern basis of preparation for these financial statements.

 

(b) Income:

Bank interest income is classified as finance income in the Statement of Total Comprehensive Income and is recognised on an accruals basis at the gross amount receivable. Other investment income, commission income, dividend income are included in the financial statements on an accruals basis.

 

Interest on loans receivable is recognised in the Statement of Total Comprehensive Income based on coupon interest rates which were determined to approximate market interest rates.

 

(c) Foreign Currency:

(i) Functional and Presentation Currency

The Company's investors are mainly from the UK, with the subscriptions and redemptions of the Ordinary Shares denominated in sterling. The primary activity of the Company is to manage the realisation of the Company's investment portfolio and to maximise the return of invested capital to shareholders during the period ending on 30 September 2013. The performance of the Company is measured and reported to investors in sterling. The Directors consider sterling as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. The financial statements are presented in sterling, which is the Company's functional and presentation currency.

 

(c) Foreign Currency, continued:

(ii) Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Total Comprehensive Income. Translation differences on non-monetary financial assets and liabilities such as equities at fair value through profit or loss are recognised in the Statement of Total Comprehensive Income. The Company holds investments denominated in Euro and Australian Dollars at the reporting date, and may enter into forward foreign currency contracts to hedge the exchange rate risk arising from future cash flows on these investments. For the year ended 31 December 2011 there were no outstanding forward foreign currency contracts.

 

(d) Financial Instruments:

Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument.

 

(i) Financial Assets

The classification of financial assets at initial recognition depends on the purpose for which the financial asset was acquired and its characteristics.

 

All financial assets are initially recognised at fair value. All purchases of financial assets are recorded at trade date, being the date on which the Company became party to the contractual requirement of the financial asset.

 

The Company's financial assets are categorised as financial assets at fair value through profit or loss. Unless otherwise indicated the carrying amounts of the Company's financial assets approximate to their fair values. Gains and losses arising from changes in the fair value of financial assets classified as fair value through profit or loss are recognised in the Statement of Total Comprehensive Income.

 

A financial asset (in whole or in part) is derecognised either:

·; when the Company has transferred substantially all the risk and rewards of ownership;

·; when it has not retained substantially all the risk and rewards and when it no longer has control over the asset or a portion of the asset; or

·; when the contractual right to receive cash flow has expired.

 

(ii) Financial Liabilities

The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was issued and its characteristics.

 

All financial liabilities are initially recognised at fair value net of transaction costs incurred. All purchases of financial liabilities are recorded on trade date, being the date on which the Company becomes party to the contractual requirements of the financial liability. Unless otherwise indicated the carrying amounts of the Company's financial liabilities approximate to their fair values.

 

Financial liabilities measured at amortised cost include other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.

 

A financial liability (in whole or in part) is derecognised when the Company has extinguished its contractual obligations, it expires or is cancelled. Any gain or loss on derecognition is taken to the Statement of Total Comprehensive Income.

 

 

(e) Investments:

The Company's investments comprise loans, equities, warrants and convertible loan notes.

 

(i) Classification

Equities have been designated as fair value through profit or loss in accordance with IAS 39 (Revised) "Financial Instruments: Recognition and Measurement".

 

Investments in convertible loans have been designated as loans and receivables and are carried at amortised cost in accordance with IAS 39.

 

(ii) Measurement

Equities are initially recognised at fair value. Transaction costs are expensed in the Statement of Total Comprehensive Income. Subsequent to initial recognition, equities and warrants are measured at fair value. Realised gains and losses on disposal of investments, where the disposal proceeds are higher/lower than the book cost of the investment are presented in the Statement of Total Comprehensive Income in the year in which they arise. Unrealised gains and losses arising on the fair value of investments are presented in the Statement of Total Comprehensive Income in the period in which they arise. Dividend income, if any, from equity investments is recognised in the Statement of Total Comprehensive Income within dividend income when the Company's right to receive payments is established.

 

Convertible loan notes are initially recognised at fair value less any directly attributable transaction cost. Subsequent to initial recognition, loans are measured at amortised cost using the effective interest rate method.

 

(iii) Fair Value Estimation

Quoted investments at fair value through profit or loss are valued at the bid price on the relevant stock exchange and discounted, where necessary, to reflect any legal restrictions.

 

Unquoted investments are valued in accordance with the International Private Equity and Venture Capital valuation guidelines. Typically investments in unquoted companies are made by way of a package of instruments, for example a convertible loan note or outright purchase of shares which also has an attached equity interest in the form of a warrant or option of shares. In these circumstances the Directors are of the opinion that it is not possible to attribute a fair value to the warrant or option of shares components of the investment in that company and therefore the Directors fair value the investment package as a whole.

 

The determination of fair value for financial assets and liabilities for which there is no observable market price requires the use of valuation techniques as described above, such as earning multiples, break up basis valuation, analysis of recent fund raising and recent investment transactions in the investee companies and comparison to similar instruments for which observable prices exist. Assumptions and inputs used in valuation techniques include estimating discount rates, bond and equity prices and expected price volatilities. The objective of the valuation techniques is to arrive at a fair value determination that reflects the price of the financial instruments at the reporting date that would have been determined by market participants acting at arm's length. The valuation techniques applied are consistent with accepted economic methodologies for pricing financial instruments.

 

Loans are valued at amortised cost and reviewed for impairment in accordance with IAS 39.

 

 

(e) Investments, continued:

 

(iv) Recognition/derecognition

All regular way purchases and sales of investments are recognised on trade date - the date on which the Company commits to purchase or sell the investment. Investments are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

 

(f) Impairment of Financial Assets:

Financial assets are assessed at each reporting date to determine whether there is any objective evidence that they are impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

 

An impaired loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate.

 

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

 

All impairment losses, if any, are recognised in the Statement of Total Comprehensive Income.

 

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. The reversal is recognised in the Statement of Total Comprehensive Income.

 

(g) Expenses:

Expenses are accounted for on an accruals basis.

 

(h) Cash and Cash Equivalents:

Cash and cash equivalents are defined as cash in hand, demand deposits and highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of bank deposits, overdrafts and money market equivalents.

 

(i) Non-Consolidation of Investments:

IAS 27 "Consolidated and Separate Financial Statements" requires a company to prepare and present a set of consolidated financial statements for a group of entities under the control of a parent. Ordinarily control is the legal power to govern the financial and operating policies of an underlying investment company so as to obtain benefits from its activities.

 

In assessing control, the Company has taken into consideration the following:

 

·; potential voting rights that currently are exercisable;

·; whether the remaining voting rights are spread across numerous other shareholdings/few significant shareholdings;

·; ability of the Company to exercise significant influence over an underlying investment company; and

·; whether or not the Company and an underlying investment company have common key management personnel.

 

 

(j) Non-Consolidation of Investments, continued:

The Company has two investments where the Company has significant equity holdings (circa 49%), however the shareholder base of these investments is made up of very few other shareholders. In the Directors' opinion the Company does not have legal control of the underlying investment companies and therefore has not consolidated the results of these investments into the results of the Company.

 

(k) Determination and Presentation of Operating Segments:

The Company has adopted IFRS 8 as of 1 January 2009, which requires a "management approach", under which segment information is presented on the same basis as that used for internal reporting purposes.

 

The Board has considered the requirements of IFRS 8. The Board, as a whole, has been determined as constituting the chief operating decision maker ("CODM") of the Company.

 

The Board is charged with setting the Company's investment strategy in accordance with the Prospectus. They have delegated the day to day Investment Management of the Company to the Investment Manager, under the terms set out in the Investment Management Agreement, but the Board retains the responsibility to ensure that adequate resources of the Company are directed in accordance with their decisions. All investment recommendations made by the Investment Manager are reviewed by the Board for compliance with the policies and legal responsibilities of the Directors and the provisions of the Prospectus. Only after such reviews have been satisfactorily conducted will the Board approve the investment recommendations. The Board therefore retains full responsibility for the allocation decisions made on an ongoing basis. Pursuant to the terms of the Investment Management Agreement the Investment Manager is obliged to comply with the investment strategy detailed in the Prospectus. This strategy sets out guidelines for proposed investments and the procedures that the Investment Manager is required to follow in dealing with the Company's assets. These guidelines and procedures are regularly reviewed and can be altered by the Board if it considers it appropriate to do so.

 

The key measure of performance used by the Board in its capacity as CODM, is to assess the Company's performance and to allocate resources based on the total return of each individual investment within the Company's portfolio, as opposed to geographic regions. As a result, the Board is of the view that the Company is engaged in a single segment of business, being investment in companies in "pre-IPO" and other late stage situations with a view to arbitraging differences in public and private company valuations. Therefore, no reconciliation is required between the measure of gains or losses used by the Board and that contained in these financial statements.

 

Information on realised gains and losses derived from sales of investments are disclosed in note 6.

 

The Company is domiciled in Guernsey. All of the Company's income from investments is from underlying companies that are incorporated in the United Kingdom, Ireland, Switzerland and Australia.

 

The Company has a highly diversified portfolio of investments and, with the exception of investments, has no other assets classified as non-current assets.

 

The Company also has a highly diversified shareholder population however three individual investors own more than 10% of the issued capital of the Company.

 

 

3. Related Parties & Material Agreements:

 

The Company is responsible for the continuing fees of the Investment Manager, Administrator, Registrar and the Custodian in accordance with the Investment Management, Administration, Registrar and Custodian Agreements.

 

Investment Management Agreement

Pursuant to the provisions of the Investment Management Agreement, the Investment Manager is entitled to receive an advisory fee during the period at 1.0% per annum of the net asset value ("NAV") of the Company, increasing to 2.0% per annum when 50% of the net proceeds of the Placing have been invested (this threshold was reached on 23 September 2008). This fee is paid quarterly in advance based on the prior quarter end NAV, with a top up payment payable in arrears once the current quarter end NAV is finalised. For the year ended 31 December 2011, the investment management fee expense was £411,878 (31 December 2010: £919,712). As at 31 December 2011, the investment management fee creditor was £nil (31 December 2010: £nil).

 

The Investment Manager is also entitled to a performance fee for a relevant accounting period when the following two tests are met:

 

§ If the adjusted closing NAV per Ordinary Share (where the adjusted NAV is the NAV of the Company excluding any liability for accrued management and performance fees and after adding back any dividends declared or paid during the performance period) exceeds the opening NAV per Ordinary Share by a hurdle rate equivalent to 7.5% per annum (the "Hurdle NAV per Ordinary Share"); and

 

§ If the adjusted closing NAV per Ordinary Share is higher than the highest previously recorded opening NAV per Ordinary Share as reduced by the sum of all dividends and distributions per Ordinary Share (including distributions of capital) since the date such highest opening NAV per Ordinary Share was established (the "High Watermark").

 

Once entitled to a performance fee for a relevant accounting period the fee is payable, in arrears, by reference to the amount the adjusted closing NAV per Ordinary Share exceeds either (i) the opening NAV per Ordinary Share, (where the adjusted NAV is the NAV of the Company excluding any liability for accrued performance fees and after adding back any dividends declared or paid during the performance period), or (ii) where the High Watermark exceeds the Hurdle NAV per Ordinary Share for the relevant accounting period.

 

The performance fee is calculated by taking an amount equal to 20% of the NAV increase per Ordinary Share in that relevant accounting period, multiplied by the time weighted average of the total number of Ordinary Shares in issue for the relevant accounting period. The first performance period began on Admission and ended on 31 December 2007. Each subsequent performance period is a period of one financial year. For the year ended 31 December 2011, the performance fee expense was £nil (31 December 2010: £nil). As at 31 December 2011, the performance fee creditor was £nil (31 December 2010: £nil).

 

Administration Agreement

Pursuant to the provisions of the Administration Agreement, Praxis Fund Services Limited is entitled to receive an administration fee during the period of 0.15% per annum of the net asset value of the Company, subject to an annual minimum of £60,000 applied on a quarterly basis, calculated and paid quarterly in arrears. For the year ended 31 December 2011, the administration fee expense was £60,982 (31 December 2010: £95,583). As at 31 December 2011, the administration fee creditor was £nil (31 December 2010: £27,720).

 

Registrar Agreement

Pursuant to the provisions of the Registrar Agreement, Capita Registrars (Guernsey) Limited is entitled to a fee of £5,000 per annum together with a per deal fee per shareholder transaction. For the year ended 31 December 2011, the registrar fee expense was £36,681 (31 December 2010: £16,912). As at 31 December 2011, the registrar fee creditor was £2,017 (31 December 2010: £2,017).

 

Custodian Agreement

Pursuant to the provisions of the Custodian Agreement, Cenkos Channel Islands Limited is entitled to receive a custodian fee during the period of 0.03% per annum of the net asset value of the Company, subject to an annual minimum of £15,000 applied on a quarterly basis. For the year ended 31 December 2011, the custodian fee expense was £24,597 (31 December 2010: £16,029). As at 31 December 2011, the custodian fee creditor was £3,750 (31 December 2010: £3,750).

 

Directors' Interest

None of the Directors, who held office during the period or their families, hold any interest in the Company.

 

There were no changes in the interests of the Directors prior to the date of this report.

 

No Director, other than those listed above, and no connected person of any Director has any interest, the existence of which is known to, or could with reasonable diligence be ascertained by that Director, whether or not held through another party, in the share capital of the Company.

 

Rhys Davies and Brett Miller are directors of Damille Investments Limited which holds 10,000,000 ordinary shares, representing 17.33% of the issued share capital of the Company.

 

4. Directors' Fees:

 

Each of the Directors has entered into an agreement with the Company providing for them to act as a non-executive director of the Company. Their annual fees, pro-rata for periods less than one year, excluding all reasonable expenses incurred in the course of their duties which will be reimbursed by the Company are as follows:

 

31 December 2011

31 December 2011

31 December 2010

31 December 2010

Annual Fee

Actual Fees

Annual Fee

Actual Fees

£

£

£

£

Rhys Davies

20,000

21,200

20,000

10,300

Brett Miller

15,000

16,200

15,000

7,800

David McHugh

15,000

16,200

15,000

7,331

 

Rhys Davies and Brett Miller Director fees are paid to Damille Investments Limited.

 

With effect from 6 August 2010, the Directors also became entitled to a communication expense of £100 per month.

 

5. Deficit per Ordinary Share:

 

Deficit per Ordinary Share for the year ended 31 December 2011 was 8.14p (31 December 2010: deficit per Ordinary Share 14.29p). Deficit per Ordinary Share is based on the net deficit from operations for the year of £4,698,361 (31 December 2010: deficit of £8,243,812) and on a weighted average of 57,701,445 (31 December 2011: 57,701,445) Ordinary Shares in issue during the year.

 

 

 

6. Investments:

 

Fair Value Through Profit or Loss Investments:

1 January 2011

To

31 December 2011

1 January 2010

To

31 December 2010

£

£

Investments listed on recognised investment exchanges

 

937,500

 

4,811,730

Unlisted investments

2,833,152

4,391,489

3,770,652

9,203,219

Book cost brought forward

15,708,192

22,238,901

Purchases

-

83,990

Sales

(2,117,209)

(6,862,880)

Net realised (loss)/gain on fair value through profit or loss investments

 

(621,055)

 

248,181

Book cost carried forward

12,969,928

15,708,192

Net unrealised (losses)/gains on fair value through profit or loss investments brought forward

 

 

(6,504,973)

 

 

260,206

Movement in net unrealised losses on fair value through profit or loss investments

 

(2,694,303)

 

(6,765,179)

Net unrealised losses on fair value through profit or loss investments carried forward

 

(9,199,276)

 

(6,504,973)

Fair value carried forward

3,770,652

9,203,219

 

 

Loans and Receivables:

1 January 2011

To

31 December 2011

1 January 2010

To

31 December 2010

£

£

Loans > 1 year

3,240,114

13,007,472

Loans < 1 year

5,225,132

3,120,841

8,465,246

16,128,313

Book cost brought forward

18,147,254

18,326,833

Loan advanced

-

5,478,545

Payment in kind interest capitalised

100,722

248,329

Loan repayments

(5,996,776)

(5,924,396)

Net realised foreign exchange gains on loan repayments

 

88,799

 

36,800

Net realised losses on loan sales**

-

(18,857)

Book cost carried forward

12,339,999

18,147,254

Net unrealised (losses)/gains on loans investments brought forward

 

(2,018,941)

 

981,820

Movement in impairment charge on loans

(1,699,998)

(2,470,211)

Movement in net unrealised foreign exchange losses on loans investments

 

(155,814)

 

(530,550)

Net unrealised losses on loans investments carried forward

 

(3,874,753)

 

(2,018,941)

Amortised cost carried forward

8,465,246

16,128,313

 

 

 

 

 

Total Investments:

1 January 2011

To

31 December 2011

1 January 2010

To

31 December 2010

£

£

Investments listed on recognised investment exchanges*

 

937,500

 

4,881,730

Unlisted investments

2,833,152

4,391,489

Loans

8,465,246

16,128,313

12,235,898

25,331,532

Book cost brought forward

33,855,446

40,565,734

Purchases of investment

-

83,990

Loans advanced

-

5,478,545

Payment in kind interest capitalised

100,722

248,329

Sales of investments

(2,117,209)

(6,862,880)

Loan repayments

(5,996,776)

(5,924,396)

Net realised (loss)/gain on fair value through profit or loss investments

 

(621,055)

 

248,181

Net realised foreign exchange gains on loan repayments

 

88,799

 

36,800

Net realised losses on loan sales**

-

(18,857)

Book cost carried forward

25,309,927

33,855,446

Net unrealised gains on investments brought forward

 

(8,523,914)

 

1,242,026

Movement in net unrealised losses on fair value through profit or loss investments

 

(2,694,303)

 

(6,765,179)

Movement in impairment charge on loans

(1,699,998)

(2,470,211)

Movement in net unrealised foreign exchange losses on loans investments

 

(155,814)

 

(530,550)

Net unrealised (losses)/gains on fair value through profit or loss investments carried forward

 

 

(13,074,029)

 

 

(8,523,914)

Investments carried forward

12,235,898

25,331,532

*representing 6.41% (31 December 2010: 16.75%) of Total Net Assets

**As a result of a loan sale to third party

 

7. Other Receivables:

 

31 December 2011

31 December 2010

£

£

Loan note interest receivable*

899,597

582,468

Investment sales receivable

-

544,352

Prepayments

24,387

65,213

Bank interest receivable

196

924,180

1,192,033

 

*Loan note interest receivable is shown net of Accrued loan interest written off amounting to £272,568 (31 December 2010: £80,743).

 

The Directors consider that the carrying amount of other receivables approximates fair value.

 

8. Cash and Cash Equivalents:

 

31 December 2011

31 December 2010

£

£

Cash at bank

1,503,134

2,698,579

9. Other Payables:

 

31 December 2011

31 December 2010

£

£

Administration fee

-

27,720

Custodian fee

3,750

3,750

Legal and professional

-

13,290

Audit fee

28,500

36,750

Directors' fees

-

2,090

Registrar's fee

2,016

2,017

Other payables

351

500

34,617

86,117

 

The Directors consider that the carrying amount of other payables approximates fair value.

 

10. Share Capital:

 

31 December 2010

 &

31 December 2011

Authorised Share Capital

£

Unlimited Shares of no par value that may be

issued as Ordinary Shares

 

-

-

 

No allotted, issued and fully paid shares were issued or paid for during the year ended 31 December 2011 (31 December 2010: £nil).

 

On 18 July 2007 the holders of the Subscriber Shares, Praxis Nominees Limited and Praxis Fund Services Limited, passed a written resolution approving the cancellation of the entire amount which stood to the credit of the share premium account immediately after the Placing, conditionally upon the issue of the Ordinary Shares and the payment in full thereof and with respect to any further issue of Ordinary Shares. The cancellation was confirmed by the Royal Court on 23 November 2007. The cancelled share premium of £57,677,695 was transferred to the distributable reserve.

 

By a resolution dated 18 July 2007 the holders of the Subscriber Shares in the Company granted the Company the authority to make market purchases of up to 14.99% of its own issued Ordinary Shares following the conclusion of the Placing. This authority expired at the earlier of the date 18 months following the passing of such resolution and the conclusion of the first annual general meeting of the Company. A renewal of the authority to make purchases of Ordinary Shares was passed at the last annual general meeting, held on 14 September 2010, and will be sought from Shareholders at each subsequent annual general meeting of the Company. As at 31 December 2011 the Company held none (31 December 2010: none) of its own Ordinary Shares in treasury with all 57,701,445 Ordinary Shares remaining in the market (31 December 2010: 57,701,445).

 

At the annual general meeting of the Company held 14 September 2010, the Company passed a resolution approving a scheme for returning capital to shareholders by way of a bonus issue of new B Shares. See note 15 for further details on the return of capital to shareholders.

 

11. Net Asset Value per Ordinary Share:

 

The net asset value per Ordinary Share as at 31 December 2011 is 25.35p (31 December 2010: 50.49p). The net asset value per Ordinary Share is based on the net assets attributable to equity ordinary shareholders of £14,628,595 (31 December 2010: £29,136,027) and on the year end number of Ordinary Shares in issue of 57,701,445 (31 December 2010: 57,701,445).

 

 

12. Financial Instruments:

 

(a) Significant accounting policies:

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of its financial assets, including convertible loan notes, and financial liabilities are disclosed in note 2 to these financial statements.

 

(b) Categories of financial instruments:

Financial instruments comprise equities, warrants, convertible loan notes and cash and cash equivalents. The warrants are derivative instruments and have been classified as held for trading and are accounted for as fair value through profit or loss. Investments in convertible loan notes have been classified as loans and receivables. All other financial instruments have been classified as fair value through profit or loss. As at 31 December 2011, the fair value of the Company's financial assets was £13,739,032 (31 December 2010: £28,030,111). This was 93.92% (31 December 2010: 96.20%) of net assets attributable to ordinary shareholders.

 

 

At 31 December 2011:

 

 

 

Fair Value

Percentage of net assets attributable to holders of Ordinary Shares

Assets

£

%

Financial assets at fair value through profit or loss:

 

 

Listed equity securities

937,500

6.41

Unlisted equity securities

2,833,152

19.37

 

3,770,652

25.78

Loans and receivables*:

Loans

8,465,246

57.87

 

Cash and cash equivalents

1,503,134

10.28

 

13,739,032

93.93

 

 

At 31 December 2010:

 

 

 

Fair Value

Percentage of net assets attributable to holders of Ordinary Shares

Assets

£

%

Financial assets at fair value through profit or loss:

 

 

Listed equity securities

4,811,730

16.51

Unlisted equity securities

4,391,489

15.07

 

9,203,219

31.58

Loans and receivables*:

Loans

16,128,313

55.36

 

Cash and cash equivalents

2,698,579

9.26

 

28,030,111

96.20

 

* Amortised cost is not considered to be materially different from fair value

 

There are no financial liabilities.

 

Fair values versus carrying amounts

The Directors consider that the carrying amount of financial instruments is equal to fair value.

 

 

(b) Categories of financial instruments, continued:

 

Fair values versus carrying amounts, continued

 

Classification of Fair Value Measurements

The Company adopted the amendment to IFRS 7, effective 1 January 2009. This requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

·; Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);

·; Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and

·; Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

 

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, the measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

 

The determination of what constitutes "observable" requires significant judgement by the Company. The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

 

The following table analyses within the fair value hierarchy the Company's financial assets (by class) measured at fair value at 31 December 2011:

 

Fair Value as at 31 December 2011

 

Level 1

Level 2

Level 3

Total

£

£

£

£

Fair value through profit or loss

937,500

-

2,833,152

3,770,652

Loans and receivables

-

-

8,465,246

8,465,246

937,500

-

11,298,398

12,235,898

 

Fair Value as at 31 December 2010

 

Level 1

Level 2

Level 3

Total

£

£

£

£

Fair value through profit or loss

4,811,730

-

4,391,489

9,203,219

Loans and receivables

-

-

16,128,313

16,128,313

4,811,730

-

20,519,802

25,331,532

 

Investments whose values are based on quoted market prices in active markets, and therefore classified within level 1, include active listed equities. No adjustments are made to 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 may 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. None of the Company's current investments are level 2 investments.

 

 

(b) Categories of financial instruments, continued:

 

Investments classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include corporate compound debt instruments and unquoted equity instruments which the Company values in accordance with the International Private Equity and Venture Capital valuation guidelines. The Company considers liquidity, credit and other market risk factors.

 

The table below provides a reconciliation from brought forward to carried forward balances of financial instruments categorised under level 3:

 

 

1 January 2011 to 31 December 2011

Assets at Fair Value based on

Level 3:

Equity investments

Loan

 investments

 

Total

£

£

£

Fair value brought forward

4,391,489

16,128,313

20,519,802

Payment in kind interest capitalised

-

100,721

100,721

Sales

(300,000)

-

(300,000)

Loan repayments

-

(5,996,776)

(5,996,776)

Net realised gains on fair value through profit or loss investments

 

50,000

 

-

 

50,000

Net realised gains on loan repayments/disposals

 

-

 

88,799

 

88,799

Movement in impairment charge on loans

 

-

 

(1,699,997)

 

(1,699,997)

Movement in net unrealised foreign exchange gains on loans investments

 

-

 

(155,814)

 

(155,814)

Movement in net unrealised gains on fair value through profit or loss investments

 

 

(1,308,338)

 

 

-

 

 

(1,308,338)

Fair value carried forward

2,833,151

8,465,246

11,298,397

 

 

1 January 2010 to 31 December 2010

Assets at Fair Value based on

Level 3:

Equity investments

Loan

 investments

 

Total

£

£

£

Fair value brought forward

15,406,886

19,308,653

34,715,539

Purchases

83,990

-

83,990

Loans advanced

-

5,478,545

5,478,545

Payment in kind interest capitalised

-

248,329

248,329

Sales

(3,857,476)

-

(3,857,476)

Loan repayments

-

(5,924,396)

(5,924,396)

Net realised gains on fair value through profit or loss investments

 

2,716,774

 

-

 

2,716,774

Net realised gains on loan repayments/disposals

 

-

 

17,943

 

17,943

Movement in impairment charge on loans

 

-

 

(2,470,211)

 

(2,470,211)

Movement in net unrealised foreign exchange losses on loans investments

 

-

 

(530,550)

 

(530,550)

Movement in net unrealised gains on fair value through profit or loss investments

 

 

(9,958,685)

 

 

-

 

 

(9,958,685)

Fair value carried forward

4,391,489

16,128,313

20,519,802

 

(c) Net gains and losses on financial assets:

 

 

 

Year ended 31 December 2011

Movement in net unrealised gains/(losses)

Movement in net unrealised impairment

Net realised gains/(losses) on disposals

 

£

£

£

Financial assets at fair value through profit or loss:

 

 

 

Listed equity securities

(1,385,965)

-

(671,055)

Unlisted equity securities

(1,308,337)

-

50,000

 

(2,694,302)

-

(621,055)

Loans and receivables:

 

Loans

-

(1,669,998)

88,799

 

(2,694,302)

(1,669,998)

(532,256)

 

 

Year ended 31 December 2010

Movement in net unrealised gains/(losses)

Movement in net unrealised impairment

Net realised gains/(losses) on disposals

 

£

£

£

Financial assets at fair value through profit or loss:

 

 

 

Listed equity securities

3,193,506

-

(2,399,360)

Unlisted equity securities

(9,958,685)

-

2,647,541

 

(6,765,179)

-

248,181

Loans and receivables:

 

Loans

(530,550)

(2,470,211)

17,943

 

(7,295,729)

(2,470,211)

266,124

 

 (d) Derivatives:

In accordance with the Company's scheme particulars the Company may invest in derivatives or forward foreign exchange contracts for the purpose of efficient portfolio management.

 

No derivatives were held at the year end (31 December 2010: nil).

 

13. Financial Risk Management:

 

Strategy in Using Financial Instruments:

The Company's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

 

The Company is currently focusing on realising the investments that have been made to date. These investments were made in line with the Company's stated investment policy.

 

Market Price Risk:

Market price risk results mainly from the uncertainty about future prices of financial instruments held. It represents the potential loss the Company may suffer through holding market positions in the face of price movements and changes in interest rates or foreign exchange rates, with the maximum risk resulting from financial instruments being determined by the fair value of the financial instruments.

 

All securities investments present a risk of loss of capital. The Investment Manager moderates this risk through a careful selection of securities and other financial instruments within specified limits. The maximum risk resulting from financial instruments is determined by the fair value of the financial instruments. The Company's portfolio and investment strategy is reviewed continuously by the Investment Manager and the Investment Manager and on a quarterly basis by the Board.

Strategy in Using Financial Instruments, continued:

The Company's exposure to market price risk arises from uncertainties about future prices of its investments. This risk is managed through diversification of the investment portfolio. Generally the Company will seek not to invest (or commit to invest) more than 15% of the Company's net assets in any single investment at the time of investment (or commitment), or more than 15% of the Company's net assets in special situations (such as investments in companies already listed) at the time of investment (or commitment), although such limit may be increased to 30% in certain cases where the Board deems appropriate on the advice of the Investment Manager.

 

At 31 December 2011, the Company's market risk is affected by three main components: changes in actual market prices, interest rate and foreign currency movements. Interest rate and foreign currency movements are shown below. A 10% increase in the value of investments, with all other variables held constant, would bring about a 8.36% (31 December 2010: 8.69%) increase in net assets attributable to ordinary shareholders. If the value of investments had been 10% lower, with all other variables held constant, net assets attributable to ordinary shareholders would have fallen by 8.36% (31 December 2010: 8.69%).

 

Interest Rate Risk:

The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial instruments and future cash flows. The Company is exposed to interest rate risk as its cash and cash equivalents are invested at short term rates. All the Company's loan instruments have fixed rate coupons and therefore are not exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates. The Investment Manager manages the Company's exposure to interest rate risk daily in accordance with the Company's investment objectives and policies. The Company's overall exposure to interest rate risk is monitored on a quarterly basis by the Board of Directors.

 

The table below summarises the Company's exposure to interest rate risks:

 

31 December 2011

31 December 2010

WAEIR*

Total

WAEIR*

Total

£

£

Assets

Fixed interest rate unquoted debt securities

 

10.46%

 

8,465,246

 

10.46%

16,128,313

Cash at bank

0.14%

1,503,134

0.38%

2,698,579

Non-interest bearing

-

4,694,832

-

10,395,252

Total assets

14,663,212

29,222,144

Liabilities

Non-interest bearing

-

34,616

-

86,117

Total liabilities

34,616

86,117

* - weighted average effective interest rate

 

The sensitivity analyses below have been determined based on the Company's exposure to interest rates for interest bearing assets and liabilities (included in the interest rate exposure table above) at the period end date and the stipulated change taking place at the beginning of the financial period and held constant through the reporting period in the case of instruments that have floating rates.

 

A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the possible change in interest rates.

 

If interest rates had been 50 basis points higher and all other variables were held constant, the Company's net assets attributable to ordinary shareholders for the year ended 31 December 2011 would have increased by £7,515 (31 December 2010: £13,493) due to the increase in the interest earned on the Company's cash balances.

 

 

Interest Rate Risk, continued:

If interest rates had been 50 basis points lower and all other variables were held constant, the Company's net assets attributable to Ordinary shareholders for the year ended 31 December 2011 would have decreased by £2,104 (31 December 2010: £10,255) due to the decrease in the interest earned on the Company's cash balances.

 

The Company's sensitivity to interest rates has decreased during the current period as the Company has continued its Capital Return Scheme thereby reducing its cash balances that are interest bearing.

 

Foreign Currency Risk:

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

 

Accordingly, without foreign currency hedging in place, the Company is at high risk that the value of an investment portfolio may be significantly affected favourably or unfavourably by fluctuations in exchange rates. The Company has the ability to manage this risk through forward foreign exchange contracts to hedge its exposure back to sterling (see note 12(d) for details of currency hedging in place as at 31 December 2011).

 

Some of the net assets of the Company are denominated in currencies other than Sterling. The carrying amounts of these assets and liabilities are as follows (these assets and liabilities do not include amounts receivable/payable on open forward foreign currency contracts and are pre currency hedging exposures):

 

31 December 2011

Assets

Liabilities

Net

£

£

£

Australian Dollar

723,148

-

723,148

British Pound

7,609,215

(34,617)

7,574,598

Euro

6,330,849

-

6,330,849

14,663,212

(34,617)

14,628,595

 

31 December 2010

Assets

Liabilities

Net

£

£

£

Australian Dollar

721,489

-

721,489

British Pound

17,174,266

(86,117)

17,088,149

Euro

11,326,389

-

11,326,389

29,222,144

(86,117)

29,136,027

 

The Company is exposed to Euro and Australian Dollar currency risk. The Company has the ability to manage this risk through forward foreign exchange contracts to minimise the impact of any currency movements. As at 31 December 2011, the Company had no open forward foreign exchange contracts.

 

The sensitivity analysis below has been determined based on the sensitivity of the Company's outstanding foreign currency denominated financial assets and liabilities to a 20% increase / decrease in the Sterling against Australian Dollar and Euro, translated at the period end date.

 

The following details the Company's sensitivity to a 20% increase / decrease in foreign currency rates. 20% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the possible change in foreign exchange rates.

 

 

Currency Exposure, continued:

As at 31 December 2011 if sterling had weakened by 20% against the Australian Dollar and Euro, with all other variables held constant, the increase in net assets attributable to Ordinary Shares would have been 9.64% (31 December 2010: 8.27%) lower. Conversely, if Sterling had strengthened by 20% against the Australian Dollar and Euro, with all other variables held constant, the decrease in net assets attributable to ordinary shareholders would have been 9.64% (31 December 2010: 8.27%) higher.

 

Liquidity Risk:

Liquidity risk is the risk that the Company will encounter in realising assets or otherwise raising funds to meet financial commitments.

 

It is the aim of the Company to manage the realisation of the Company's investment portfolio and to maximise the return of invested capital to shareholders during the period ending on 30 September 2013.

 

Maturity Analysis:

The table below shows the maturity analysis of the Company's assets and liabilities as at 31 December 2011:

 

At 31 December 2011

Less than 1 month

1-12 months

1-2 years

No fixed maturity

Total

 

£

£

£

£

Assets

 

 

 

 

 

Fixed interest rate unquoted debt securities

 

 

71,931

4,271,294

3,939,621

182,400

8,465,246

Cash at bank

1,503,134

-

-

-

1,503,134

Non-interest bearing

760,691

135,010

-

3,799,131

4,694,832

Total assets

2,335,756

4,406,304

3,939,621

3,981,531

14,663,212

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Non-interest bearing

-

-

-

34,616

34,616

Total liabilities

-

-

-

34,616

34,616

 

 

 

 

 

 

 

At 31 December 2010

Less than 1 month

1-12 months

1-3 years

3-5 years

No fixed maturity

Total

 

£

£

£

£

£

Assets

 

 

 

 

 

 

Fixed interest rate unquoted debt securities

 

 

-

3,120,841

7,568,268

5,439,204

-

16,128,313

Cash at bank

2,698,579

-

-

-

-

2,698,579

Non-interest bearing

 

1,077,564

 

114,469

 

-

 

-

 

9,203,219

 

10,395,252

Total assets

3,776,143

3,235,310

7,568,268

5,439,204

9,203,219

29,222,144

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Non-interest bearing

 

-

 

-

 

-

 

-

 

86,117

 

86,117

Total liabilities

-

-

-

-

86,117

86,117

 

 

 

 

 

 

 

 

 

Credit Risk:

Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company.

 

To the extent that the Company invests in customised financial instruments or non-UK securities, the Company takes the risk of non-performance by the other party to the contract. This risk may include credit risk of the counterparty and the risk of settlement default. This risk may differ materially from those entailed in UK exchange-traded transactions which generally are supported by guarantees of clearing organisations, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. In addition, there are risks involved in dealing with the custodians or brokers who settle trades particularly with respect to non-UK investments.

 

At the reporting date financial assets exposed to credit risk include loan instruments and derivatives disclosed in note 12 to these financial statements. It is the opinion of the Board of Directors that the maximum exposure to credit risk that the Company faces is equal to the carrying value of these financial instruments held by the Company.

 

The loan instruments are private loans with the underlying counterparties and as such do not have associated agency credit ratings. To mitigate the credit risk on these loan instruments the Directors consider impairment on an ongoing basis also taking into consideration the results of any reviews performed by the Investment Manager. As at 31 December 2011, £1,699,997 impairment charges (31 December 2010: £2,470,211) have been recognised in the Statement of Total Comprehensive Income (see note 2(f)).

 

The credit risk on cash transactions and transactions involving derivative financial instruments is mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, or with high credit-ratings assigned by international credit-rating agencies.

 

In accordance with the investment restrictions as described in its Placing Document, the Company will generally not invest more than 15% of its total net assets in any one underlying company (calculated at the time of any relevant investment being made).

 

As at 31 December 2011, the following amounts on debt instruments were past due:

 

 

31 December 2011

31 December 2010

 

£

£

Principal default

-

-

Interest default*

272,568

80,743

 

*As at 31 December 2011 and 31 December 2010 the interest owed on debt instruments that was either past due or not considered recoverable and had been written off as "loan interest receivable written off" in the Statement of Total Comprehensive Income.

 

Concentration Risk

Concentration risk may arise if the Company's investments are concentrated in a low number of investments each representing a relatively large percentage of the Company's net assets. At times the Company may hold a relatively small number of investments each representing a relatively large portion of the Company's net assets. Losses incurred in such investments could have a materially adverse effect on the Company's overall financial condition. Whilst the Company's portfolio is diversified in terms of the companies in which it invests, the investment portfolio of the Company may be subject to more rapid change in value than would be the case if the Company were required to maintain a wider diversification among types of securities, countries and industry groups.

 

In line with the Company's new investment objectives, the concentration risk of the Company will naturally increase upon the managed realisation of the Company's investment portfolio and the subsequent return of invested capital to shareholders.

 

14. Dividend:

 

The Directors do not recommend the payment of a dividend for the year ended 31 December 2011 (31 December 2010: £nil).

 

15. Return of Capital:

 

At the annual general meeting of the Company held 14 September 2010, the Company passed a resolution approving a scheme for returning capital to shareholders by way of a bonus issue of new B Shares (the "Capital Return Scheme"). A resolution was also passed for the adoption of amended and restated articles of incorporation which allow the Board to capitalise, by the issue of B Shares, amounts standing to the credit of the Company's Distributable Reserve and which represent the capital returns from the realisation of investments by the Company.

 

Capital returns to Ordinary Shareholders entail the Company making a bonus issue of new B Shares which are immediately redeemed by the Company on a pro-rata basis.

 

On 28 September 2010, in accordance with the Company's Capital Return Scheme authorised at the Annual General Meeting on 14 September 2010, the Company returned to Ordinary Shareholders 23p per Share by the way of a bonus issues of B Shares to Ordinary Shareholders on the Company's register on the record date of 14 September 2010. Following their issues the B Shares were On 26 November 2010, in accordance with the Company's Capital Return Scheme, the Company paid to Ordinary Shareholders a return of capital of 11p per B Share, amounting to £6.3 million in aggregate.

 

On 17 December 2010, in accordance with the Company's Capital Return Scheme, the Company paid to Ordinary Shareholders a return of capital of 5p per B share, amounting to £2.9 million.

 

On 9 February 2011, in accordance with the Company's Capital Return Scheme, the Company paid to Ordinary Shareholders a return of capital of 5p per B share, amounting to £2.9 million.

 

On 5 May 2011, in accordance with the Company's Capital Return Scheme, the Company paid to Ordinary Shareholders a return of capital of 3p per B share, amounting to £1.7 million.

 

On 17 July 2011, in accordance with the Company's Capital Return Scheme, the Company paid to Ordinary Shareholders a return of capital of 6.5p per B share, amounting to £3.8 million.

 

On 24 October 2011, in accordance with the Company's Capital Return Scheme, the Company paid to Ordinary Shareholders a return of capital of 2.5p per B share, amounting to £1.4 million.

 

16. Taxation:

 

The Income Tax Authority of Guernsey has granted the Company exemption from Guernsey income tax under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and the income of the Company may be distributed or accumulated without deduction of Guernsey income tax. Exemption under the above mentioned Ordinance entails payment by the Company of an annual fee of £600 each. It should be noted, however, that interest and dividend income accruing from the Company's investments may be subject to withholding tax in the country of origin.

 

The Company has not suffered any withholding tax during the year (31 December 2010: £nil).

 

17. Capital Management:

 

The Directors may exercise the powers of the Company to borrow money and to give security over its assets. The Company may borrow funds secured on its investments if the Board (with the advice of HLFM Limited) considers that satisfactory opportunities for investment arise, however in view of the new investment objective policy there are no plans to borrow any such funds. In any event, borrowing will be limited to 25 per cent. of the Company's last announced NAV at the time of draw down. The Company may also be indirectly exposed to the effects of gearing to the extent that investee companies have outstanding borrowings.

 

18. Post Year End Events:

 

On 24 January 2012, in accordance with the Company's Capital Return Scheme, the Company paid to Ordinary Shareholders a return of capital of 4p per B share, amounting to £2.3 million.

 

There are no other significant post period end events that require disclosure in these financial statements.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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