29th Mar 2011 11:45
Rapid Realisations Fund Limited
Final Results for the year ended 31 December 2010
Rapid Realisations Fund Limited (the "Company" or "Rapid"), the AIM quoted investment company today announces its audited results for the year ended 31 December 2010 (the "Period").
Investment Overview
During the year under review we successfully exited 2 investments, partially exited 6 more and have exited 1 investment in January 2011. Total realisations during the year were circa £12.4m with circa £0.4m realised in January 2011.
Financial Highlights
·; Net Asset Value per Ordinary Share at 31 December 2010 was 50.49p.
·; Fully exited 2 investments realising circa £2.2 million.
·; Partially exited 6 investments realising circa £10.2 million.
Since the Period End
·; Fully exited one further investment realising circa £0.4 million
Investment Portfolio Activity
| New Investments | 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 |
Post 31 Dec 2010 | - | 0.4 | 0.4 |
Total | (44.8) | 13.2 | (31.6) |
Commenting Rhys Davies, Chairman:
"I am pleased to report on the performance of Rapid Realisations Fund Limited (the "Company" or "RRF") for the financial year ended 31 December 2010.
As I reported in the 2010 interim financial statements, following the acquisition of a 17.33% stake by Damille Investments Limited in May 2010 there were a number of material changes to the operations and strategic direction of the Company. The most material of these changes was the amendment of the investment objective and policy of the Company. It was agreed that the Company would not make any new investments, would manage the realisation of the Company's investment portfolio and would maximise the return of invested capital to shareholders during the period ending 30 September 2013.
In the year to 31 December 2010 we have made good progress against this objective and by the year end had fully exited 2 investments, partially exited 6 more and had returned more than £23 million of cash to shareholders.
Cenkos Fund Managers Limited ("CFM") remains the Company's investment manager and the Board of Directors continues to work closely with CFM to maximise realisations. CFM are currently in discussions in relation to a number of further realisations.
The net asset value per share as at 31 December 2010 was 50.49p (31 December 2009: 104.78p).
I am very satisfied with the progress being made following the adoption of the new investment policy earlier this year and having returned a further 5p per share to shareholders in February 2011, look forward to returning further funds to shareholders in due course."
Investment Highlights
Effective 14 September 2010, the investment objective and policy of the Company was amended 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. During this period the Company will not make any new investments. During the year under review, we successfully exited the Company's investments in the following companies, realising £2.2 million in total:
·; Infinity SDC Ltd, developer and operator of secure data centres primarily for customers in the financial services and government sectors.
·; Daily Internet Plc, a UK domain name and internet hosting provider, providing SME customers with a one-stop shop for all their internet requirements.
During the year under review, we partially exited the Company's investments in the following investee companies, realising £10.2 million in total:
·; DDM Group AG is engaged in the purchase and collection of distressed debt in Eastern Europe. In Q4 2010 RRF sold its equity investment in this company and received partial repayment of the debt facility provided.
·; Enegi Oil Plc is an AIM listed independent oil and gas group. During 2010 the Company sold the majority of its stake in this company.
·; Green Compliance Plc, has continued to pursue its buy and build strategy in the blue collar compliance market during the year. In Q1 2010 the Company received the repayment of a loan previously made to the company and in Q4 2010 sold some of the shares it holds in this AIM quoted company.
·; Just Car Clinics Plc is the UK's second-largest independent chain of collision repair centres. In Q4 2010 RRF sold down a large portion of its holding in this AIM listed company.
·; Keycom Plc design, install and deliver broadband based communications solutions and services for several markets including Tertiary education, Key workers and Multi-tenant units. In Q4 2010 the Company received partial repayment of a loan made to Keycom.
·; Take 2 Ltd, hires out camera and lighting equipment and in Q4 2010 commenced repayments of loans previously provided by the Company.
During the year ended 31 December 2010, RRF also made 5 follow on investments totalling circa £5.5 million. All of these investments were either made or agreed prior to the change of Board and investment policy. The companies receiving follow on investment were:
·; Barburrito Ltd, a Mexican fast-casual food business, opened 2 new restaurants and one food court take away operation during the year under review. RRF's investment is now fully drawn down and has been used to support the expansion of the business.
·; DDM Group AG, purchaser of distressed debt in Eastern Europe, drew down funds from the facility provided by RRF to support the purchase of additional portfolios of distressed debt during the year. As stated above, in Q4 2010 RRF sold its equity investment in this company and received partial repayment of the debt facility provided.
·; Information Prophets Ltd, developer of a specialist energy compliance software platform, received follow on funding from the Company to support the working capital requirements of the business during the year.
·; Service Solutions Group Ltd, a provider of insurance claims management services and building repairs, has continued to invest in and develop a number of new revenue streams during the year. RRF's investment has supported the development of theses revenue streams which are expected to contribute to the profitability of the group during 2011.
·; Taylormade Betting Ltd, an independent bookmaker chain in the North West of England, continue to look at additional expansion opportunities and have also been focused on improving the performance of the existing estate during the year. RRF's investment has funded the continued expansion of the business.
Since the year end we have exited one further investment realising circa £0.4 million in total:
·; Dynamic IT Management Services Ltd are a leading provider of trade notification software to the foreign exchange and OTC markets. This investment was fully exited in January 2011.
We have set out in the table below a summary of the investment portfolio segmented by valuation basis as at 31 December 2010.
Valuation Method | Number of Investments | Valuation £'m | % of portfolio by value |
Unquoted investments at directors' valuation | |||
Earnings multiple | 4 | 10.0 | 39.6% |
Price of recent fundraise | 3 | 1.1 | 4.4% |
Net assets | 3 | 9.4 | 37.0% |
Quoted investments at market value (bid price) | |||
Quoted market price | 4 | 4.8 | 19.0% |
Total | 14 | 25.3 | 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
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.
Statement of Financial Position
As at 31 December 2010
Notes | 31 December 2010 | 31 December 2009 | |
£ | £ | ||
Investments | 2 & 6 | ||
Fair value through profit or loss | 9,203,219 | 22,499,107 | |
Loans and receivables | 13,007,472 | 17,353,653 | |
Total investments | 22,210,691 | 39,852,760 | |
Current assets | |||
Current Investments: | |||
Loans and receivables | 6 | 3,120,841 | 1,955,000 |
Other receivables | 7 | 1,192,033 | 579,884 |
Cash and cash equivalents | 8 | 2,698,579 | 18,364,927 |
Amounts receivable on open forward foreign exchange contracts |
12(d) |
- |
407,340 |
7,011,453 | 21,307,151 | ||
Current liabilities | |||
Other payables | 9 | 86,117 | 382,634 |
Amounts payable on open forward foreign exchange contracts |
12(d) |
- |
316,860 |
86,117 | 699,494 | ||
Net current assets | 6,925,336 | 20,607,657 | |
Total net assets | 29,136,027 | 60,460,417 | |
Equity attributable to Ordinary Shareholders | |||
Reserves | 29,136,027 | 60,460,417 | |
Total Equity | 29,136,027 | 60,460,417 | |
Net asset value per Ordinary Share | 11 | 0.5049 | 1.0478 |
The financial statements on pages 11 to 36 were approved at a meeting of the Board of Directors held on
28 March 2011.
The accompanying notes form an integral part of these financial statements.
Statement of Total Comprehensive Income
For the year ended 31 December 2010
Notes | 31 December 2010 | 31 December 2009 | ||
£ | £ | |||
Income | 2 | |||
Finance income | 61,842 | 282,489 | ||
Commission income | 22,000 | 39,900 | ||
Loan note interest | 2,394,588 | 2,146,963 | ||
Dividend income | 51,156 | 42,431 | ||
Other investment income | 185,056 | 111,099 | ||
Net realised gains on fair value through profit or loss investments | 6 |
248,181 |
- | |
Net realised foreign exchange gains on loan repayments | 6 |
36,800 |
- | |
Net realised losses on loan sales | 6 | (18,857) | - | |
Movement in net unrealised gains/(losses) on fair value through profit or loss investments | 6 |
(6,765,179) |
1,677 | |
Movement in impairment charge on loans | 6 | (2,470,211) | - | |
Movement in net unrealised foreign exchange losses on loan investments |
6 |
(530,550) |
- |
(711,910) |
Movement on net unrealised (loss)/gain on open forward foreign currency contracts |
12(d) |
(90,480) |
90,480 | |
Foreign exchange gains/(losses) | 118,889 | (260,080) | ||
Total income | (6,756,765) | 1,743,049 | ||
Expenses | ||||
Investment management fee | 3 | 919,712 | 1,218,356 | |
Performance fee | 3 | - | (231,000) | |
Administration fee | 3 | 95,583 | 91,118 | |
Custodian fee | 3 | 16,029 | 18,094 | |
Loan note interest written off | 13 | 80,743 | 478,310 | |
Transaction expenses | 109,516 | 99,605 | ||
Directors' fees and expenses | 4 | 97,018 | 108,101 | |
Auditor's remuneration | 38,793 | 44,120 | ||
Legal and professional fees | 92,132 | 51,629 | ||
Withholding tax on dividend income | 5,116 | 1,506 | ||
Bank interest paid | - | 1,395 | ||
Other expenses | 32,405 | 27,852 | ||
Total expenses | 1,487,047 | 1,909,086 | ||
Net deficit from operations | (8,243,812) | (166,037) | ||
Total Comprehensive deficit for the year | (8,243,812) | (166,037) | ||
Deficit per Ordinary Share | 5 | (0.1429) | (0.003) |
The results for the current and prior years are derived from continuing operations.
The accompanying notes form an integral part of these financial statements.
Statement of Changes in Equity
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 | |
For the year ended 31 December 2009
Notes | Revenue Reserve | Distributable Reserve | Treasury Shares | Total Reserves | |
£ | £ | £ | £ | ||
Balance brought forward | 4,879,443 | 57,664,069 | (139,600) | 62,403,912 | |
Total comprehensive deficit for the year |
|
(166,037) |
- |
- |
(166,037) |
Transaction with owners, recorded directly in equity: | |||||
Transfer out of distributable reserve |
10 |
- |
(1,917,058) |
- |
(1,917,058) |
Repurchase of Ordinary Shares - held as Treasury Shares |
10 |
- |
- |
(1,777,458) |
(1,777,458) |
Cancellation of Ordinary Shares - held as Treasury Shares |
10 |
- |
- |
1,917,058 |
1,917,058 |
- | (1,917,058) | 139,600 | (1,777,458) | ||
Balance carried forward |
4,713,406 |
55,747,011 |
- |
60,460,417 | |
The accompanying notes form an integral part of these financial statements.
Statement of Cash Flows
For the year ended 31 December 2010
Notes | 31 December 2010 | 31 December 2009 | ||
£ | £ | |||
Cash flows from/(used in) operating activities | ||||
Commission received | 22,000 | 39,900 | ||
Loan note interest received | 2,048,304 | 1,609,418 | ||
Dividend income received | 46,040 | 42,431 | ||
Other investment income | (149,494) | 158,701 | ||
Operating expenses paid | (1,421,393) | (2,351,418) | ||
Withholding tax on dividend income paid | - | (1,506) | ||
Net cash from/(used in) operating activities | 545,457 | (502,474) | ||
Cash flows from/(used in) investing activities | ||||
Amounts paid for purchases of investments | (5,562,535) | (8,176,914) | ||
Amounts received from sales of investments | 6,318,527 | - | ||
Amounts received on loan repayments | 5,924,397 | 200,000 | ||
Net cash from/(used in) investing activities | 6,680,389 | (7,976,914) | ||
Cash flows used in financing activities | ||||
Bank interest received | 69,495 | 356,903 | ||
Bank interest paid | - | (1,395) | ||
Repurchase of Ordinary Shares - held as Treasury Shares |
- |
(1,777,458) | ||
Capital distribution | (23,080,578) | - | ||
Net cash used in financing activities | (23,011,083) | (1,421,950) | ||
Net decrease in cash and cash equivalents | (15,785,237) | (9,901,338) | ||
Cash and cash equivalents at start of year | 18,364,927 | 28,526,345 | ||
Effect of foreign exchange rate changes on cash and cash equivalents |
118,889 |
(260,080) | ||
Cash and cash equivalents, end of year | 8 | 2,698,579 | 18,364,927 |
Cash and cash equivalents comprise the following amounts: | ||||
Bank deposits | 2,698,579 | 18,364,927 | ||
2,698,579 | 18,364,927 |
The accompanying notes form an integral part of these financial statements.
Notes to the Financial Statements
Year ended 31 December 2010
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 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:
(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
The following new standards have been issued but are not effective for this accounting period and have not been adopted early:
§ In November 2009, the IASB issued IFRS 9 'Financial Instruments' which becomes effective for accounting periods commencing on or after 1 January 2013. This represents the first of a three part project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. The objective of the standard is to enhance the ability of investors and other users of financial information to understand the accounting of financial assets and to reduce complexity.
2. Principal Accounting Policies, continued:
(a) Basis of Preparation, continued:
(iii) IFRS, continued
§ In May 2010, the IASB issued improvements to IFRS for 2010 which will become effective for periods commencing on or after 1 January 2011. These cover eleven amendments to six standards, none of which are expected to materially affect the Company.
The Company does not consider that the future adoption of any new standards, in the form currently available, will have any material impact on the financial statements as presented.
(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 offer UK investors an attractive return on their investment, primarily through investing in companies which are likely to achieve an IPO or a sale within a short term time horizon and through a small number of investment companies that are already listed. 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.
(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 year-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 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. The fair value of the forward foreign currency contracts are included in amounts receivable on open forward foreign currency contracts in the Statement of Financial Position. For the year ended 31 December 2010 there were no outstanding forward foreign currency contract however the comparative amounts on the Statement of Financial Position are shown in detail in note 12(d) to these financial statements.
2. Principal Accounting Policies, continued:
(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 trade payables and 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.
2. Principal Accounting Policies, continued:
(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".
Warrant investments meet the definition of "Derivatives" under IAS 39 and have been designated as held for trading in accordance with IAS 39 (Revised) "Financial Instruments: Recognition and Measurement". They are accounted for as fair value through profit or loss.
Investments in convertible loans have been designated as loans and receivables and are carried at amortised cost. The convertibility element of the loan is accounted for separately and is measured at fair value through profit and loss in accordance with IAS 39. As of 31 December 2009 the convertibility element was valued at nil (2009:nil) as the option is out of the money.
(ii) Measurement
Equities and warrants 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 year 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 each of the separate components of the total 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, other valuation techniques include earning mutliples, 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.
(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.
2. Principal Accounting Policies, continued:
(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) Treasury Shares:
Where the Company purchases its own Ordinary Share capital, the consideration paid, including any directly attributable incremental costs is deducted from equity attributable to the Company's equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs, are included in equity attributable to the Company's equity holders.
(j) 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.
The Company has two investments where the Company has significant equity holdings (circa 49%), however the shareholder base of these investments are 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.
2. Principal Accounting Policies, continued:
(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 IFRS8. 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 and Switzerland.
The Company has no assets classified as non-current assets and has a highly diversified portfolio of investments.
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 year 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 2010 the investment management fee expense was £919,712 (31 December 2009: £1,218,356). As at 31 December 2009 the investment management fee creditor was £nil (31 December 2009: £38,029).
3. Related Parties & Material Agreements, continued:
Investment Management Agreement, continued
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 2010 the performance fee expense was £nil (31 December 2009: £nil). As at 31 December 2010 the performance fee creditor was £nil (31 December 2009: £nil).
The Investment Manager has agreed to waive the payment of 25% of the performance fee due as at 31 December 2008. This has resulted in a write-back of £231,000 to the Statement of Total Comprehensive Income for performance fees recognised during the year ended 31 December 2009.
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 2010 the administration fee expense was £95,583 (31 December 2009: £91,118). As at 31 December 2010 the administration fee creditor was £27,720 (31 December 2009: £22,884).
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 2010 the registrar fee expense was £16,912 (31 December 2009: £10,632). As at 31 December 2010 the registrar fee creditor was £2,017 (31 December 2009: £2,016).
Custodian Agreement
Pursuant to the provisions of the Custodian Agreement, Cenkos Channel Islands Limited is entitled to receive a custodian fee during the year 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 2010 the custodian fee expense was £16,029 (31 December 2009: £18,094). As at 31 December 2010 the custodian fee creditor was £3,750 (31 December 2009: £4,577).
Susie Farnon, a former Director of the Company is also a non-executive director of the Custodian.
3. Related Parties & Material Agreements, continued:
Change of Directors
On 25 June 2010, Rhys Davies and Brett Miller were appointed as non-executive Directors of the Company. Robert Holt resigned as director of the Company.
On 13 July 2010, Peter Tom and Susie Farnon resigned as Directors of the Company and David McHugh was appointed as an independent non-executive Director of the Company.
Directors' Interest
The interests of the Directors, who held office during the year, and their families are set out below:
31 December 2010 | 31 December 2009 | |
Ordinary Shares | Ordinary Shares | |
Peter Tom | 50,000** | 50,000 |
Robert Holt | 50,000** | 50,000 |
Susie Farnon | 62,500** | *100,000 |
Rhys Davies | - | - |
Brett Miller | - | - |
David McHugh | - | - |
*50,000 of which are held by the executors of an estate of which Susie Farnon is one of several ultimate beneficiaries. Susie Farnon is also an executor of the estate.
**Holdings as at date of resignations.
There were no changes in the interests of the Directors prior to the date of this report.
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.
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.
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 2010 | 31 December 2010 | 31 December 2009 | 31 December 2009 | |
Annual Fee | Actual Fees | Annual Fee | Actual Fees | |
£ | £ | £ | £ | |
Peter Tom | 50,000* | 25,746 | 50,000 | 50,000 |
Robert Holt | 25,000 | 12,157 | 25,000 | 25,000 |
Susie Farnon | 25,000* | 12,934 | 25,000 | 25,000 |
Rhys Davies** | 20,000 | 10,300 | - | - |
Brett Miller | 15,000 | 7,800 | - | - |
David McHugh | 15,000 | 7,331 | - | - |
* reduced to £15,000 with effect from 25 June 2010
** elected Chairman on 25 June 2010
Rhy Davies and Brett Miller Director fees are paid to Damille Investments Limited.
On 25 June 2010, the Board agreed to propose a resolution to shareholders that the maximum aggregate fees payable to directors is reduced to £80,000 per annum and no director will receive more than £15,000 per annum with the exception of the chairman whose remuneration shall be limited to a maximum of £20,000 per annum. The directors agreed to the proposed reduced fees.
From 6 August 2010, Directors are also entitled to a communication expense of £100 per month.
5. Deficit per Ordinary Share:
Deficit per Ordinary Share for the year ended 31 December 2010 was 14.29p (31 December 2009: loss per Ordinary Share 0.3p). Deficit per Ordinary Share is based on the net deficit from operations for the year of £8,243,812 (31 December 2009: deficit of £166,037) and on a weighted average of 57,701,445 (31 December 2009: 58,760,012) Ordinary Shares in issue.
6. Investments:
Fair Value Through Profit or Loss Investments: | 31 December 2010 | 31 December 2009 |
£ | £ | |
Investments listed on recognised investment exchanges |
4,811,730 |
7,092,221 |
Unlisted investments | 4,391,489 | 15,406,886 |
9,203,219 | 22,499,107 | |
Book cost brought forward | 22,238,901 | 18,828,176 |
Purchases | 83,990 | 3,410,725 |
Sales | (6,862,880) | - |
Net realised gains on fair value through profit or loss investments |
248,181 |
- |
Book cost carried forward | 15,708,192 | 22,238,901 |
Net unrealised gains on fair value through profit or loss investments brought forward |
260,206 |
258,529 |
Movement in net unrealised (losses)/gains on fair value through profit or loss investments |
(6,765,179) |
1,677 |
Net unrealised (losses)/gains on fair value through profit or loss investments carried forward |
(6,504,973) |
260,206 |
Fair value carried forward | 9,203,219 | 22,499,107 |
Loans and Receivables: | 1 January 2010 To 31 December 2010 | 1 January 2009 To 31 December 2009 |
£ | £ | |
Loans > 1 year | 13,007,472 | 17,353,653 |
Loans < 1 year | 3,120,841 | 1,955,000 |
16,128,313 | 19,308,653 | |
Book cost brought forward | 18,326,833 | 13,761,085 |
Loan advanced | 5,726,874 | 4,765,748 |
Loan repayments | (5,924,396) | (200,000) |
Net realised foreign exchange gains on loan repayments |
36,800 |
- |
Net realised losses on loan sales** | (18,857) | - |
Book cost carried forward | 18,147,254 | 18,326,833 |
Net unrealised gains on loans investments brought forward |
981,820 |
1,693,730 |
Movement in impairment charge on loans | (2,470,211) | - |
Movement in net unrealised foreign exchange losses on loans investments |
(530,550) |
(711,910) |
Net unrealised (losses)/gains on loans investments carried forward |
(2,018,941) |
981,820 |
Amortised cost carried forward | 16,128,313 | 19,308,653 |
6. Investments, continued:
Total Investments: | 1 January 2010 To 31 December 2010 | 1 January 2009 To 31 December 2009 |
£ | £ | |
Investments listed on recognised investment exchanges* |
4,881,730 |
7,092,221 |
Unlisted investments | 4,391,489 | 15,406,886 |
Loans | 16,128,313 | 19,308,653 |
25,331,532 | 41,807,760 | |
Book cost brought forward | 40,565,734 | 32,589,261 |
Purchases of investment | 83,990 | 3,410,725 |
Loans advanced | 5,726,874 | 4,765,748 |
Sales of investments | (6,862,880) | - |
Loan repayments | (5,924,396) | (200,000) |
Net realised gains on fair value through profit or loss investments |
248,181 |
- |
Net realised foreign exchange gains on loan repayments |
36,800 |
- |
Net realised losses on loan sales** | (18,857) | - |
Book cost carried forward | 33,855,446 | 40,565,734 |
Net unrealised gains on investments brought forward |
1,242,026 |
1,952,259 |
Movement in net unrealised (losses)/gains on fair value through profit or loss investments |
(6,765,179) |
1,677 |
Movement in impairment charge on loans | (2,470,211) | - |
Movement in net unrealised foreign exchange losses on loans investments |
(530,550) |
(711,910) |
Net unrealised (losses)/gains on fair value through profit or loss investments carried forward |
(8,523,914) |
1,242,026 |
Investments carried forward | 25,331,532 | 41,807,760 |
*representing 16.75% (31 December 2009: 11.73%) of Total Net Assets
**As a result of a loan sale to third party
7. Other Receivables:
31 December 2010 | 31 December 2009 | |
£ | £ | |
Bank interest receivable | - | 7,653 |
Loan note interest receivable | 582,468 | 565,255 |
Investment sales receivable | 544,352 | - |
Prepayments | 65,213 | 6,976 |
1,192,033 | 579,884 |
*Loan note interest receivable is shown net of Accrued loan interest written off amounting to £80,743 (31 December 2009: £478,310).
The Directors consider that the carrying amount of other receivables approximates fair value.
8. Cash and Cash Equivalents:
31 December 2010 | 31 December 2009 | |
£ | £ | |
Cash at bank | 2,698,579 | 18,364,927 |
Of the cash and cash equivalents £nil (31 December 2009: £2,940,322) is held with Goldman Sachs deposits and money market funds. The full amount is available on demand.
9. Other Payables:
31 December 2010 | 31 December 2009 | |
£ | £ | |
Management fee | - | 38,029 |
Fees received in advance | - | 278,288 |
Administration fee | 27,720 | 22,884 |
Custodian fee | 3,750 | 4,577 |
Legal and professional | 13,290 | - |
Audit fee | 36,750 | 35,000 |
Directors' fees | 2,090 | - |
Registrar's fee | 2,017 | 2,016 |
Other payables | 500 | 1,570 |
86,117 | 382,634 |
The Directors consider that the carrying amount of other payables approximates fair value.
10. Share Capital:
31 December 2010 & 31 December 2009 | |
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 2010 (31 December 2009: £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 July 2009, and will be sought from Shareholders at each subsequent annual general meeting of the Company. As at 31 December 2010 the Company held none (31 December 2009: none) of its own Ordinary Shares in treasury with 57,701,445 Ordinary Shares remaining in the market (31 December 2009: 57,701,445).
1 January 2010 To 31 December 2010 | 1 January 2009 To 31 December 2009 | |
Treasury Shares | £ | £ |
Brought forward | - | 139,600 |
Repurchases of Treasury Shares | - | 1,777,458 |
Cancellations of Treasury Shares | - | (1,917,058) |
Carried forward | - | - |
10. Share Capital, continued:
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 immediately redeemed by the Company on a pro rata basis and paid to the Ordinary Shareholders of B Shares, the aggregate amount returned being £13.8 million.
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.
11. Net Asset Value per Ordinary Share:
The net asset value per Ordinary Share as at 31 December 2010 is 50.49p (31 December 2009: 104.78p). The net asset value per Ordinary Share is based on the net assets attributable to equity ordinary shareholders of £29,136,027 (31 December 2009: £60,460,417) and on the year end number of Ordinary Shares in issue of 57,701,445 (31 December 2009: 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 2010, the fair value of the Company's financial assets was £28,030,111 (31 December 2009: £60,172,687). This was 96.20% (31 December 2009: 99.52%) of net assets attributable to equity shareholders.
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 |
12. Financial Instruments, continued:
(b) Categories of financial instruments, continued:
At 31 December 2009:
|
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 | 7,092,221 | 11.73 |
Unlisted equity securities | 15,406,886 | 25.47 |
22,499,107 | 37.20 | |
Loans and receivables*: | ||
Loans | 19,308,653 | 31.94 |
Cash and cash equivalents | 18,364,927 | 30.38 |
60,172,687 | 99.52 |
* 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.
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.
12. Financial Instruments, continued:
(b) Categories of financial instruments, continued:
Classification of Fair Value Measurements, continued
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 2010:
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 |
Fair Value as at 31 December 2009
| ||||
Level 1 | Level 2 | Level 3 | Total | |
£ | £ | £ | £ | |
Fair value through profit or loss | 7,052,221 | 40,000 | 15,406,886 | 22,499,107 |
Loans and receivables | - | - | 19,308,653 | 19,308,653 |
7,052,221 | 40,000 | 34,715,539 | 41,807,760 |
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.
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.
12. Financial Instruments, continued:
(b) Categories of financial instruments, continued:
Classification of Fair Value Measurements, continued
The table below provides a reconciliation from brought forward to carried forward balances of financial instruments categorised under level 3:
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 | - | 5,726,874 | 5,726,874 |
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 |
31 December 2009 | |||
Assets at Fair Value based on Level 3: | Equity investments | Loan investments |
Total |
£ | £ | £ | |
Fair value brought forward | 13,041,177 | 15,454,815 | 28,495,992 |
Purchases | 1,355,725 | - | 1,355,725 |
Loans advanced | - | 4,765,748 | 4,765,748 |
Loan repayments | - | (200,000) | (200,000) |
Movement in net unrealised foreign exchange losses on loans investments |
- |
(711,910) |
(711,910) |
Movement in net unrealised gains on fair value through profit or loss investments |
1,009,984 |
- |
1,009,984 |
Fair value carried forward |
15,406,886 |
19,308,653 |
34,715,539 |
12. Financial Instruments, continued:
(c) Net gains and losses on financial assets:
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 |
Year ended 31 December 2009 | 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 | (1,008,200) | - | - |
Unlisted equity securities | 1,009,877 | - | - |
1,677 | - | ||
Loans and receivables: | |||
Loans | (711,910) | - | - |
(710,233) | - | - |
(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.
Warrants
The following table details the Company's investments in warrant derivative contracts, by maturity, outstanding as at 31 December 2010:
31 December 2010 | 31 December 2009 | |||
Maturity | No. Held | Fair Value | No. Held | Fair Value |
£ | £ | |||
< 1 year | - | - | 2 | - |
Total | - | - | 2 | - |
A warrant is a derivative financial instrument which gives the right, but not the obligation to buy a specific amount of a given stock, at a specified price (strike price) on a specific date. The warrants for underlying unlisted equities are valued in accordance with the International Private Equity and Venture Capital valuation guidelines.
Forward foreign currency swaps
There were no outstanding forward currency swaps as at 31 December 2010.
At 31 December 2009
Purchase Currency | Contractual Amount | Sale Currency | Contractual Amount | Maturity Date |
Fair Value |
£ | |||||
GBP | 13,716,000 | EUR | 15,000,000 | 1/4/2010 | 407,340 |
EUR | 15,000,000 | GBP | 13,626,000 | 1/4/2010 | (316,860) |
90,480 |
12. Financial Instruments, continued:
(d) Derivatives, continued::
In accordance with the Company's scheme particulars the Company may invest in forward foreign exchange contracts for the purpose of efficient portfolio management. As there is no assurance that these hedges will be effective in achieving offsetting changes in the cash flows attributable to the currency risk on these specific foreign currency payments it is the policy of the Company not to apply hedge accounting.
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 Adviser 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 Adviser and the Investment Manager and on a quarterly basis by the Board.
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 2010, 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 8.69% (31 December 2009: 6.91%) increase in net assets attributable to equity shareholders. If the value of investments had been 10% lower, with all other variables held constant, net assets attributable to equity shareholders would have fallen by 8.69% (31 December 2009: 6.91%). Whilst these sensitivity percentages show the Company's overall sensitivity to price movements, it does not reflect the leveraged nature of the derivative financial instruments held by the Company. Warrants by their nature will be disproportionately sensitive to changes in the value of the underlying equity instrument and therefore a 10% increase / decrease in the value of the equity instrument could result in a significantly greater than 10% increase / decrease in the value of the respective derivative instrument.
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.
13. Financial Risk Management, continued:
Interest Rate Risk, continued:
The table below summarises the Company's exposure to interest rate risks:
31 December 2010 | 31 December 2009 | |||
WAEIR* | Total | WAEIR* | Total | |
£ | £ | |||
Assets | ||||
Fixed interest rate unquoted debt securities |
10.46% | 16,128,313 |
11.94% | 19,308,653 |
Cash at bank | 0.38% | 2,698,579 | 0.40% | 18,364,927 |
Non-interest bearing | - | 10,395,252 | - | 23,486,331 |
Total assets | 29,222,144 | 61,159,911 | ||
Liabilities | ||||
Non-interest bearing | - | 86,117 | - | 699,494 |
Total liabilities | 86,117 | 699,494 | ||
* - 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 year 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 2010 would have increased by £13,493 (31 December 2009: £91,825) due to the increase in the interest earned on the Company's cash balances.
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 2010 would have decreased by £10,255 (31 December 2009: £73,460) 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 invested its capital into its investments 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 affectedfavourably 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 2009).
Currency Exposure:
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):
13. Financial Risk Management, continued:
Currency Exposure, continued:
31 December 2010 | |||||
Assets | Liabilities | Net | Hedge | Net Hedged | |
£ | £ | £ | £ | £ | |
Australian Dollar | 721,489 | - | 721,489 | - | 721,489 |
British Pound | 17,174,266 | (86,117) | 17,088,149 | - | 17,088,149 |
Euro | 11,326,389 | - | 11,326,389 | - | 11,326,389 |
29,222,144 | (86,117) | 29,136,027 | - | 29,136,027 |
31 December 2009 | |||||
Assets | Liabilities | Net | Hedge* | Net Hedged | |
£ | £ | £ | £ | £ | |
Australian Dollar | 415,960 | - | 415,960 | - | 415,960 |
British Pound | 40,690,776 | (104,346) | 40,586,430 | - | 40,586,430 |
Euro | 19,645,835 | (278,288) | 19,367,547 | - | 19,367,547 |
60,752,571 | (382,634) | 60,369,937 | - | 60,369,937 |
*Although the Company hedged its exposure to Euro during 2009, as at 31 December 2009 the Company had closed out this hedge resulting in a net unhedged exposure as detailed above. As a result of closing out the hedge the Company realised a gain of £90,480. This gain crystalised on 1 April 2010.
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.
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.
As at 31 December 2010 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 8.27% (31 December 2009: 6.54%) 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 Shares would have been 8.27% (31 December 2009: 6.54%) 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 invest in companies which are likely to achieve a listing or realisation within six to thirty-six months.
13. Financial Risk Management, continued:
Liquidity Risk, continued:
Maturity Analysis:
The table below shows the maturity analysis of the Company's assets and liabilities as at 31 December 2010:
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 |
At 31 December 2009 | Less than 1 month | 1-12 months | 1-3 years | 3-5 years | No fixed maturity | Total |
£ | £ | £ | £ | £ | ||
Assets | ||||||
Fixed interest rate unquoted debt securities* |
- | 1,955,000 | 5,676,275 | 11,677,378 | - | 19,308,653 |
Cash at bank | 18,364,927 | - | - | - | - | 18,364,927 |
Non-interest bearing |
443,942 |
543,282 |
- |
- |
22,499,107 |
23,486,331 |
Total assets | 18,808,869 | 2,498,282 | 5,676,275 | 11,677,378 | 22,499,107 | 61,159,911 |
Liabilities | ||||||
Non-interest bearing |
- |
- |
- |
- |
699,494 |
699,494 |
Total liabilities | - | - | - | - | 699,494 | 699,494 |
*Although the convertible loan note has an indicated redemption date written into the loan agreements, this redemption date is based on the planned event date. The actual event date is not known, therefore for maturity analysis purposes the convertible loan has been categorised as "No fixed maturity".
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.
13. Financial Risk Management, continued:
Credit Risk continued:
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 2010, £2,470,211 impairment charges (31 December 2009: £nil) 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 2010, the following amounts on debt instruments were past due:
31 December 2010 | 31 December 2009 | |
£ | £ | |
Principal default | - | - |
Interest default* | 80,743 | 478,310 |
*As at 31 December 2010 and 31 December 2009 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. The written off loan interest was in relation to a related party investee company.
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.
14. Dividend:
The Directors do not recommend the payment of a dividend for the year ended 31 December 2010 (31 December 2009: £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.
15. Return of Capital, continued:
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 immediately redeemed by the Company on a pro rata basis and paid to the Ordinary Shareholders of B Shares, the aggregate amount returned being £13.8 million.
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.
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 2009: £1,506).
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 Cenkos Fund Managers 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.
The Company has the ability to apply to the UK Listing Authority for a Placing and Offer to increase the size of the Company through further share issuance.
18. Post Period End Events:
On 16 February 2011, in accordance with the Company's Capital Return Scheme, the Company paid to Ordinary Shareholders a return of capital of 5p per share, amounting to £2.9 million.
There are no other significant post period end events that require disclosure in these financial statements.
Related Shares:
RRF.L