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Final Results

15th Mar 2016 07:00

RNS Number : 0547S
Charlemagne Capital Limited
15 March 2016
 

Charlemagne Capital Limited

 

Annual results to 31 December 2015 (Audited)

 

Charlemagne Capital ("Charlemagne" or the "Group") has today announced its audited annual results for the year ended 31 December 2015:

 

Financial Highlights

 

· Total revenue for the year - US$24.8 million (2014: US$28.5 million) including:

 

· Management Fees - US$20.7 million (2014: US$25.9 million)

· Performance Fees and other income - US$4.1 million (2014: US$2.7 million)

 

· Operating Profit - US$0.5 million (2014: US$3.1 million)

 

· Net Profit after Tax and Minority Interest - US$2.3 million (2014: US$1.5 million)

 

· Earnings per share - 0.8 US cents per share (2014: 0.5 US cents per share)

 

· Total Dividends - paid and declared in respect of 2015 - US$2.9 million (2014: US$2.9 million)

 

· Assets Under Management - US$1.90 billion (2014 US$2.25 billion)

 

· Strong financial position - US$17.7 million held in cash

 

· Group remains well positioned for an recovery in Emerging Markets with strong operational base offering significant capacity for future growth in AuM

 

 

Commenting on the 2015 full year results Chief Executive, Jayne Sutcliffe said:

 

"Emerging markets declined by 14.9% in US dollar terms over 2015, impacted by a particularly volatile third quarter and the continued weakness of underlying currencies. In total, industry-wide outflows from Emerging Markets funds for 2015 rose to $73bn, a marked increase compared with the $25bn the previous year. The asset class has now underperformed developed markets for the last five years and produced negative market returns for the last 3 years.

 

"Against this backdrop, our investment performance has remained consistently strong. At year end, all eight of the Magna mutual funds were in the top half of their Morningstar ratings over a three year period, with four in the top quartile. OCCO meanwhile continues to deliver positive performance in a difficult environment. These last few years have, in our view, strengthened the case for active fund management in emerging markets. As we continue to focus our efforts on finding and analysing the best companies in the markets in which we invest, we remain optimistic that our strong performance will continue, particularly when markets recover. We are encouraged by the resilience of our asset base and ability to win new business in a year of significant withdrawals from the asset class. We saw net inflows over the second half of the year and the H1 outflows were in large part due to the exceptional rebalancing of a single, existing institutional mandate with a large cross holding in our Magna range.

 

"Overall our assets under management and consequently, our revenues have been impacted by the deterioration of values in the emerging markets. The environment will remain challenging until sentiment improves and we see some recovery in the markets."

 

Enquiries:

 

Charlemagne Capital

Jayne Sutcliffe, Chief Executive

Lloyd Jones, Chief Financial Officer

Tel. 020 7518 2100

 

 

Smithfield Consultants

John Kiely

Ged Brumby

Tel. 020 7360 4900

 

 

N+1 Singer (Nominated Adviser)

Nic Hellyer

Gillian Martin

Tel. 020 7496 3000

 

Chairman's Statement

 

The Emerging Markets sector ended 2015 with a loss for the year as a whole with the MSCI Emerging Markets Index down 14.92% on a net basis in US$ following a volatile third quarter which saw the index fall by over 15%.

 

Once again there have been substantial net outflows from the industry asset class over the year with total outflows at roughly double the level experienced in each of the two preceding years. By comparison, the Group has seen net inflows over the second half of the year and overall the total net outflows experienced in the first half were predominantly due to the rebalancing of an existing institutional mandate which also had a large cross holding in Magna. In total this mandate accounted for an outflow of US$182 million. In a difficult environment for our asset class, Charlemagne's investment performance has been consistently strong. Over the last three years, all eight of the Magna mutual funds have been in the top half of their Morningstar ratings, with four in the first quartile. Last year, we had four in the first quartile, two in the second and only one in the fourth. The OCCO long-short fund produced another positive year in Dollar terms, despite weakness in the underlying markets and the continued strength in the greenback. In our view this is largely due to the quality of our investment team and process.

 

The Group ended the year with Assets under Management ("AuM") of US$1.9 billion, 15.6% lower than at the beginning. Management fees decreased year on year and despite an increase in performance fees received, total revenues and profits before tax for the year were reduced. We remain committed; however, to ensuring our investment management capabilities and resources are appropriate to meet our objectives of sustainable, superior investment performance and growth in assets.

 

For 2015, total industry-wide outflows from emerging markets funds overall came to $73bn, a considerable acceleration compared with $25bn in the previous year and a figure which exceeds even that of the crisis years of 2008 and 2009. In this environment, investors appear to be focusing on managers which they believe can add alpha in the long term. These last few years have, in our view, strengthened the case for active fund management in emerging markets, in particular for our research-based focus on sustainable quality growth. We are pleased to have won two new institutional mandates; one from a southern European/Italian asset manager into our award-winning MENA strategy, the other from a Scandinavian pension fund into our consistently-performing Latin America strategy. We saw outflows from a longstanding client account as a one-off rebalancing of their portfolios. Apart from this, we have been pleased with the efforts and results of the client-facing part of the business, based on the strength of our excellent investment performance over the last few years as outlined above. We are working on a number of new marketing initiatives but acknowledge that significant inflows will only come after sentiment for the asset class improves.

 

The Directors have again decided that, in view of the exceptionally difficult conditions encountered during the year and, given the strength of the Group's balance sheet, it is appropriate to support the level of a further interim dividend for 2015 from reserves. Shareholders have already received 0.5 cents per share in respect of the first interim distribution for 2015. A further amount of 0.5 cents per share is now being declared in respect of the second interim distribution for 2015.

 

The Company is scrutinising costs with a view to achieving savings where possible but is committed to retaining a strong operational base that is well-placed to absorb a significant increase in assets under management. Such an increase would have a positive effect on the profitability of our business. We are also well positioned to take full advantage of an upturn in the markets.

 

I would like to thank the staff and all involved parties for supporting the efforts of Charlemagne. We continue to operate in an extremely volatile environment and we remain focussed on our objective of achieving superior returns for our clients and shareholders.

 

Michael Baer

14 March 2016

 

Financial and Operating Review

 

Financial Results

 

Profit, after taxation and non-controlling interests, was US$2.3 million for the year ended 31 December 2015 compared with US$1.5 million in 2014. Operating profit before tax and non-recurring items was US$0.5million, compared with US$3.1 million in 2014. The decrease was the result of lower management fees generated in the year. Management fees fell by 20.1% to US$20.7 million (2014: US$25.9 million). The average level of assets under management throughout the period was down 20% year on year with the Group's net management fee margin remaining at 95 basis points ("bps") during the year (2014: 95 bps).

 

AuM at year end stood at US$1.9 billion, 15.6% lower than at the beginning of the period, with negative performance as a result of the performance of the wider markets and net outflows from all categories.

 

Net performance fees of US$4.3 million (2014: US$2.4 million) were earned during the year, US$2.2 million earned from OCCO (2014: US$ 0.06 million), US$0.4 million from property funds (2014: US$0.6 million) and US$1.7 million from other funds (2014: US$ 1.7 million).

 

Operating expenses for the year were down to US$24.3 million (2014: US$25.4 million) mainly as a result of the decrease in personnel costs. Notwithstanding this, the Group's operating profit margin for the year fell to 1.8% (2014: 10.9%) due to the decrease in revenue.

 

After taxation and other income and expenditure, earnings per share attributable to shareholders were 0.8 US cents per share (2014: 0.5 US cents per share) on a fully diluted basis. Earnings after taxation include US$3.2m in respect of an exceptional tax credit received that represents 1.1 US cents per share.

 

In the absence of unforeseen circumstances it remains the Directors' intention that the bulk of cash generated will be returned to shareholders by means of dividends. Despite the exceptional market conditions pertaining in this financial year, the Directors believe it is appropriate to support the level of dividend for 2015 by utilising some of the Group's cash reserves in order to pay dividends in excess of the cash generated from operations. However, this policy will be kept under review by the Group in the light of developing circumstances in future years.

 

The Group continues to hold substantial cash balances above that required for regulatory capital purposes. Net assets attributable to shareholders have decreased from US$24.3 million to US$23.62 million before payment of an interim dividend of 0.5 US cents per share which has been declared by the Directors and will be paid on 22 April 2016 at a cost of US$1.45 million. It is not proposed to recommend a final dividend as interim dividends have been recommended by the board in order that the funds can be paid to shareholders more quickly than would otherwise be the case.

 

Operations and Investment Review

 

The overall decrease in AuM of US$351 million for the full year comprised a decrease in market values of US$216 million and net outflows of US$135 million.

 

Emerging markets fell again during the year, with half of the decline due to weakness of underlying currencies. The asset class has now underperformed developed markets for the last five years. By region, Latin America has been especially weak, driven by Brazil, whose market is down 75% in Dollar terms over those five years. The further decline in the oil price in 2015 is seen as a symptom of the economic slowdown in some leading economies, although over 80% of MSCI Emerging Markets are net importers of oil and as such benefits from this decline. The 70% fall in the oil price is effectively a tax cut for emerging markets consumers, especially as and when currencies stabilise against the Dollar. Corporate earnings need to break their habit of undershooting expectations. This has been a headwind for the last few years but lower materials costs and greater capital spending discipline should help as businesses adjust to a lower growth environment.

Our investment approach is based on finding and analysing the best companies in the markets in which we invest, looking at factors such as barriers to entry, return on equity, cash flow generation and treatment of minority shareholders including the payment of dividends, as well as the valuation at which the market prices these businesses. In the long term, we believe this approach generates strong outperformance and we expect it to continue to do so in the coming years.

Magna UCITS Funds

2015 saw net outflows from the Magna range. The GEMS Dividend sub fund continued to attract net inflows during the year however this was counteracted by small outflows across the rest of the range and the large redemption resulting from the rebalancing of the institutional mandate with a large cross holding in Magna. Over the last three years, all eight of the Magna mutual funds have been in the top half of their Morningstar ratings, with four in the top quartile.

At the end of 2015, there were nine sub-funds within the Magna Umbrella Fund with a total AuM of US$508 million (2014: US$654 million).

OCCO

The environment during 2015 continued to be difficult for the OCCO strategy. However performance for the fund was positive despite the negative performance of the markets. Assets declined from US$525 million at the end of 2014 to US$493 million as at the end of 2015 due to net outflows.

Institutional Business

This category includes segregated accounts and, pooled funds tailored to the needs of institutions and some sub-advisory/white label accounts. This category saw a decrease in asset values due to negative investment performance and outflows, mainly from the rebalancing of one mandate. At the end of the year, Institutional Mandates had a total AuM of US$806 million (2014: US$966 million).

Specialist

This comprises principally a range of Private Equity property funds and funds targeting opportunities in frontier markets. At the end of the year, Specialist Mandates had a total AuM of US$91 million (2014: US$103 million).

 

Consolidated Statement of Comprehensive Income

 

Note

Year ended

Year ended

 

 

31 December 2015

31 December 2014

 

 

US$'000

US$'000

 

 

 

 

Revenue

4

24,793

28,549

 

 

 

 

 

 

 

 

Expenses

 

 

 

Personnel expenses

5

(18,052)

(19,742)

Other costs

 

(6,291)

(5,697)

 

 

 

 

Profit before tax

7

450

3,110

 

 

 

 

Taxation

9

3,224

(84)

 

 

 

 

Profit after tax

 

3,674

3,026

 

 

 

 

Profit after Tax attributable to

 

 

 

Non-Controlling Interests

6(c)

1,348

1,507

Owners of the Company

 

2,326

1,519

Profit after tax

 

3,674

3,026

 

 

 

 

Other Comprehensive Income

 

 

 

 

 

 

 

Foreign currency translation differences

 

-

-

 

 

 

 

Total Comprehensive Income for the Year

 

3,674

3,026

 

 

 

 

 

 

 

 

Total Comprehensive income attributable to

 

 

 

Non-Controlling Interests

 

1,348

1,507

Owners of the Company

 

2,326

1,519

Total Comprehensive Income for the Year

 

3,674

3,026

 

 

 

 

 

 

US$

US$

Earnings per share

 

 

 

Basic

12

0.008

0.005

Diluted

12

0.008

0.005

 

 

 

 

 

 

 

 

Consolidated Statement of Financial Position

 

Note

As at

As at

 

 

31 December 2015

31 December 2014

 

 

US$'000

US$'000

 

 

 

 

Non-current assets

 

 

 

Property and equipment

13

86

60

 

 

 

 

Total non-current assets

 

86

60

 

 

 

 

 

 

 

 

Current assets

 

 

 

Investments

15

9,560

9,889

Trade and other receivables

17

10,911

9,689

Taxation

 

-

95

Cash and cash equivalents

18

17,732

17,395

Total current assets

 

38,203

37,068

 

 

 

 

Total assets

 

38,289

37,128

 

 

 

 

Equity

 

 

 

Issued share capital

20

2,909

2,909

Reserves

21

20,714

21,420

Shareholders' equity

21

23,623

24,329

Non-Controlling Interest

6(c)

1,350

1,535

Total equity

 

24,973

25,864

 

 

 

 

Current liabilities

 

 

 

Trade and other payables

19

13,144

11,264

Financial liabilities at fair value through profit and loss

23

172

-

Total current liabilities

 

13,316

11,264

 

 

 

 

Total equity and liabilities

 

38,289

37,128

 

Approved by the Board of Directors on 14 March 2016.

 

 

 

 

 

Lloyd Jones Jane McAndry

Director Director

 

 

 

 

 

Consolidated Statement of Changes in Equity

 

Share

Capital

Share

Premium

Retained

Earnings

Treasury Shares

Share Option Reserve

Foreign

Currency

Exchange

Reserve

Total attributable to the Owners of the Company

Non-Controlling Interest

Total Equity

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

 

 

 

 

 

 

 

 

At 1 January 2015

2,909

6,520

11,403

(16)

213

3,300

24,329

1,535

25,864

Comprehensive income for the period

-

-

2,326

-

-

-

2,326

1,348

3,674

Share based payment plans (note 22)

-

-

(29)

16

(110)

-

(123)

-

(123)

Dividends (note 11)

-

-

(2,909)

-

-

-

(2,909)

(1,533)

(4,442)

At 31 December 2015

2,909

6,520

10,791

-

103

3,300

23,623

1,350

24,973

 

 

Share

Capital

Share

Premium

Retained

Earnings

Treasury Shares

Share Option Reserve

Foreign

Currency

Exchange

Reserve

Total attributable to the Owners of the Company

Non-Controlling Interest

Total Equity

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

 

 

 

 

 

 

 

 

At 1 January 2014

2,804

6,520

13,919

-

2,143

3,300

28,686

5,032

33,718

Share issued

105

-

-

(105)

-

-

-

-

-

Comprehensive income for the period

-

-

1,519

-

-

-

1,519

1,507

3,026

Share based payment plans (note 22)

-

-

329

89

(1,930)

-

(1,512)

-

(1,512)

Dividends (note 11)

-

-

(4,364)

-

-

-

(4,364)

(5,004)

(9,368)

At 31 December 2014

2,909

6,520

11,403

(16)

213

3,300

24,329

1,535

25,864

 

 

 

 

Consolidated Cash Flow Statement

 

Note

Year ended

Year ended

 

 

31 December 2015

31 December 2014

  US$'000US$'000

Operating Profit

 4503,110

Adjustments for:

   

Depreciation

7,1338110

Provision for unrealised loss/(gain) on investments

7501(356)

Loss on disposal of investments

 -439

Equity settled incentive plans

 149(1,512)

Other incentive plans

 689702

(Increase)/decrease in trade and other receivables

 (1,222)10,431

Increase/(decrease) in trade and other payables

 919(8,497)

Tax received/(paid)

 3,319(397)

 

 

 

 

Net cash generated from operating activities

 

4,843

4,030

 

 

 

 

Investing activities

 

 

 

Proceeds from sale of investments

 

-

2,101

Purchase of investments

 

-

(4,640)

Purchase of property and equipment

13

(64)

(6)

Net cash used in investing activities

 

(64)

(2,545)

 

 

 

 

Financing activities

 

 

 

Dividend paid to non-controlling interest

14

(1,533)

(5,004)

Dividends paid

11

(2,909)

(4,364)

Net cash used in financing activities

 

(4,442)

(9,368)

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

337

(7,883)

 

 

 

 

Cash and cash equivalents at the beginning of the year

18

17,395

25,278

 

 

 

 

Cash and cash equivalents at the end of the year

18

17,732

17,395

 

 

 

 

 

 

Company Statement of Financial Position

 

Note

As at

As at

 

 

31 December 2015

31 December 2014

 

 

US$'000

US$'000

 

 

 

 

Non-current assets

 

 

 

Interests in subsidiaries

14

2,821

2,821

 

 

 

 

Total non-current assets

 

2,821

2,821

 

 

 

 

Current assets

 

 

 

Trade and other receivables

17

512

104

Amounts due from subsidiaries

25

12,375

19,342

Cash and cash equivalents

18

272

1,722

Total current assets

 

13,159

21,168

 

 

 

 

Total assets

 

15,980

23,989

 

 

 

 

 

 

 

 

Issued share capital

20

2,909

2,909

Reserves

21

4,154

247

Shareholders' equity

21

7,063

3,156

 

 

 

 

Current liabilities

 

 

 

Amounts due to subsidiaries

25

8,678

20,786

Financial liabilities at fair value through profit and loss

23

172

-

Trade and other payables

19

67

47

 

 

8,917

20,833

 

 

 

 

Total equity and liabilities

 

15,980

23,989

 

Approved by the Board of Directors on 14 March 2016.

 

 

 

 

Lloyd Jones Jane McAndry

Director Director

 

 

Notes to the Financial Statements

1. The Company

Charlemagne Capital Limited (formerly Regent Fund Management (Cayman) Limited and Regent Europe Limited) was incorporated in the Cayman Islands as an exempt company with limited liability (registered number CR-75327) on 29 July 1997. The Company's registered office is at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies. The consolidated financial statements of the Company for the year ended 31 December 2015 comprise the Company and its subsidiaries (together referred to as the "Group").

2. Basis of Preparation

Going Concern Basis of Accounting

The consolidated financial statements have been prepared on a going concern basis. Note 23 of the financial statements sets out the Group's objectives, policies and processes for managing capital and its financial risk management objectives, together with details of financial instruments and exposure to credit risk and liquidity risk. The Group has a strong cash position. Management prepare forecasts, including sensitivity analysis, which demonstrate that the Group will continue to operate within its available resources. After making these enquiries, the Board considers that the Group has adequate resources to meet its business needs and it is therefore appropriate to adopt the going concern basis in preparing these financial statements.

Statement of Compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union (EU). The financial statements were authorised for issue by the Directors on 14 March 2016.

Basis of Measurement

The consolidated financial statements are prepared on the historical cost basis except for the following that are stated at their fair value: financial instruments at fair value through profit or loss including derivative financial instruments. Recognised assets and liabilities that are hedged are stated at fair value in respect of the risk that is hedged.

Functional and Presentation Currency

The Company's shares are issued in United States Dollars ("US Dollars") as the US Dollar is a more widely recognised currency internationally than the local currency of the Cayman Islands. The functional and presentation currency of the Parent Company and subsidiary financial statements is US Dollars and not Cayman Islands Dollars reflecting the fact that the transactions are denominated in US Dollars.

Use of Estimates and Judgements

The preparation of financial statements in conformity with IFRS, as adopted by the EU, requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

 

In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in note 26.

 

Changes in Accounting Policies

A number of new standards, amendments to standards and interpretations, as adopted by the EU, are effective for annual periods beginning after 1 January 2015, and have not been applied in preparing these consolidated financial statements. None of these are expected to have a significant effect on the consolidated financial statements of the Group.

3. Significant Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by the Group entities.

Basis of Consolidation

Subsidiaries

Subsidiaries are those enterprises controlled by the Group. Control exists where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Transactions eliminated on consolidation

Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Investments in structured entities

A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding control, such as when any voting rights relate to administrative tasks only, or when the relevant activities are directed by means of contractual arrangements. The Group's interests in structured entities are described in note 15(b).

Foreign Currency

Foreign currency transactions

Transactions in foreign currencies are translated to US Dollars at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to US Dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated to US Dollars at the foreign exchange rate ruling at the date of the transaction.

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to US Dollars at foreign exchange rates ruling at the reporting date. The income and expenses of foreign operations are translated to US Dollars at the foreign exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income, and presented in the "foreign currency exchange reserve" in equity. When a foreign operation is disposed of, in part or in full, the relevant amount in the foreign currency exchange reserve is transferred to profit or loss.

Derivative Financial Instruments

The Group uses derivative financial instruments including forward exchange contracts to manage its exposure to foreign exchange, interest rate and equity market risks arising from operational, financing and investment activities and for trading purposes.

Derivative financial instruments are recognised initially at fair value; any attributable transaction costs are recongised in profit or loss as incurred. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss.

Property and Equipment

Items of property and equipment are measured at cost less accumulated depreciation and impairment losses.

Depreciation

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of items of property and equipment taking into account the items' residual value. The estimated useful lives are as follows:

Furniture and fixtures 5 years

Computer equipment 3 years

Other equipment 4 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

Investments at Fair Value Through Profit or Loss

Classification and measurement

An instrument is classified at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group's risk management or investment strategy. Upon initial recognition attributable transaction costs are recognised in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss. All investments are designated at fair value through profit or loss.

Recognition and derecognition

The Group recognises financial assets at fair value through profit or loss on the date it commits to purchase the instruments. From this date any gains and losses arising from changes in fair value of the assets are recorded. These assets are derecognised when the contractual rights to receive cash flows from the assets have expired or when the Group has transferred the right to receive the contractual cash flows in a transaction in which substantially all risks and rewards of ownership are transferred.

Fair value measurement principles

The value of financial instruments is based on their quoted market price, where available, at the balance sheet date without any deduction for transactions costs. If a quoted market price is not available on a recognised exchange or from a broker/dealer for non-exchange traded financial instruments, the fair value of the instrument is estimated by the Board of Directors.

The following represents the fair value hierarchy of financial instruments measured at fair value in the statement of financial position. The hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Trade and Other Receivables

Trade and other receivables are measured at amortised cost less impairment losses.

Trade and Other Payables

Trade and other payables are measured at amortised cost.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash balances and call deposits. For the purpose of the statement of cash flows, cash and cash equivalents would be presented net of bank overdrafts if any existed.

Impairment of Non Financial Assets

The carrying amounts of the Group's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. All impairment losses and reversals are recognised in profit or loss.

Share Capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of tax effects.

Repurchase of share capital

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a change in equity. Repurchased shares are classified as cancelled shares and presented as a deduction from total equity.

Treasury shares

Shares issued to the Charlemagne 2005 Employee Benefit Trust (note 22) are accounted for as treasury shares within equity (see note 20).

Dividends

Dividends are recognised as a liability in the year in which they are declared and approved.

Revenue Recognition

Provided it is probable that the economic benefits will flow to the Group and the revenue and costs, if applicable, can be measured reliably, revenue is recognised in profit or loss as follows:-

(a) investment management, administration and advisory fees contractually receivable by the Group, net of rebates, are recognised in the year in which the respective fees are earned. Performance fees arising upon the achievement of specified targets are recognised at the respective funds' year-ends, when such performance fees are confirmed as receivable, or when there is a crystallising event, including but not limited to redemption of shares against which performance fees have been accrued;

(b) profit or loss on sale of investments is recognised when title is passed;

(c) interest is recognised on a time apportioned basis using the effective interest rate;

(d) dividend income from unlisted investments is recognised when the shareholder's right to receive payment is established. Dividend income from listed investments is recognised when the share price of the investment turns ex-dividend;

(e) revenue related to provision of services is recognised on an accruals basis.

Operating Lease Payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.

Employee Benefits

The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognised as an expense, with a corresponding increase in liabilities, over the period the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date. Any changes in the fair value of the liability are recognised as personnel expense in profit or loss.

The fair value of employee stock options is measured using a Black-Scholes or binomial lattice model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility, weighted average expected life of the instruments (based on general option holder behaviour), expected dividends, and a risk-free interest rate. Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

Income Tax

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. A deferred tax asset is reduced to the extent that it is no longer probable that the related tax benefit will be realised.

From time to time the Group receives inquiries from revenue authorities into its taxation affairs, as is common for entities operating international transfer pricing policies. It is the policy of the Group to account for any taxation due as a result of such inquiry in the year in which the substance of any settlement becomes probable.

Investment in Subsidiaries and Associates

The Company's investments in the subsidiaries and associates are stated at cost less impairment losses.

Comparative Figures

Where necessary, comparative figures have been adjusted to conform to changes in presentation for the current year.

Earnings per Share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

4. Revenue

 

Year ended

Year ended

 

31 December 2015

31 December 2014

 

US$'000

US$'000

Fund management and related fees, net of rebates

20,714

25,881

Performance fees

4,296

2,431

Investment (loss) on assets designated at fair value through profit or loss

(501)

(83)

Other income

284

320

 

24,793

28,549

 

5. Personnel Expenses

 

Year ended

Year ended

 

31 December 2015

31 December 2014

 

US$'000

US$'000

Salaries

10,525

11,131

Performance related bonuses

5,016

5,846

Share Based Incentive Plans (see note 22)

838

906

Compulsory social security contributions

1,673

1,859

 

18,052

19,742

 

 

Year ended

Year ended

Directors' Emoluments

31 December 2015

31 December 2014

 

US$'000

US$'000

Fees

301

301

Short-term employee benefits

899

1,287

Pension contributions

134

112

 

1,334

1,700

 

The highest paid Director had emoluments of US$0.35 million (2014: US$0.50 million).

The number of full time employees of the Group as at the end of the year was 64 (2014: 66).

The Group operates a discretionary bonus scheme, as approved by the Board, which is based on the Group's divisional profit before tax. Bonuses are accounted for in the financial year in which the bonus is earned.

 

6. Related Party Transactions

Identity of related parties

The Group is related to its subsidiaries (note 14), and to its Directors and executive officers. The Group provides investment management services for a number of collective investment schemes where Group companies are investment advisers of underlying funds, which meet the criteria of related parties. In return the Group receives management fees for provision of these services.

Transactions with Directors and executive officers

As at 31 December 2015 Directors of the Company and their immediate interests controlled 32% (2014: 32%) of the voting shares of the Company. The Directors' Remuneration Report on pages 15 and 16 gives details of share interests and remuneration.

Summary of transactions

The following is a summary of transactions with related parties during the current and prior years. All such transactions were entered into in the ordinary course of business.

a. Approximately 78% (2014: 77%) of the turnover from investment management, administration, performance incentive fees, advisory fees and commissions is derived from funds over which the Directors consider the Group has influence by virtue of its management, administration and advisory roles.

b. Certain Directors and the Group have shareholdings in certain funds managed by Charlemagne Capital Group companies.

c. During 2009 the Group established a subsidiary entity and entered into an economic interest agreement with this entity in respect of one of the management contracts held by the Group. An employee of the Group holds a 49.9% non-controlling interest in the shares of this entity and has an option to acquire a further 12.6% of the shares in issue (see notes 14 and 22).

7. Profit from Operations

The Group's profit from operations was arrived at:-

Year ended

Year ended

 

31 December 2015

31 December 2014

 

US$'000

US$'000

After charging or (crediting):

 

 

 

 

 

Revenue Items

 

 

Realised loss on disposal of current investments

-

439

Fees rebates from current investments

(63)

-

Unrealised loss/(profit) on current investments & currency forward contracts

501

(356)

Interest income

(51)

(84)

Net foreign exchange loss

79

214

 

 

 

Expense Items

 

 

Depreciation

38

110

Auditors' remuneration

128

138

Operating lease rental on property

639

645

 

8. Segment Reporting

Year to 31 December 2015

 

 

 

 

 

 

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

Magna

OCCO

Institutional

Specialist

Other

Total

Net Management Fees

5,535

8,789

5,103

1,287

-

20,714

Net Performance Fees

1,366

2,164

280

486

-

4,296

Return on Investment

-

-

-

-

(501)

(501)

Other Income

-

-

-

-

284

284

Segment Revenue

6,901

10,953

5,383

1,773

(217)

24,793

 

 

 

 

 

 

 

Segment Result

5,847

6,917

5,078

1,465

(217)

19,090

Unallocated Expenses

 

 

 

 

 

(18,640)

Results from Operating Activities

 

 

 

 

 

450

 

 

 

 

 

 

 

 

US$m

US$m

US$m

US$m

US$m

US$m

Asset under Management at Beginning of Year

654

525

966

103

-

2,248

Net Subscriptions/(Redemptions)

(36)

(49)

(47)

(3)

-

(135)

Net Performance

(110)

17

(114)

(9)

-

(216)

Asset under Management at End of Year

508

493

805

91

-

1,897

 

Year to 31 December 2014

 

 

 

 

 

 

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

Magna

OCCO

Institutional

Specialist

Other

Total

Net Management Fees

6,132

11,317

6,535

1,897

-

25,881

Net Performance Fees

1,742

56

-

633

-

2,431

Return on Investment

-

-

-

-

(83)

(83)

Other Income

 

 

 

 

320

320

Segment Revenue

7,874

11,373

6,535

2,530

237

28,549

 

 

 

 

 

 

 

Segment Result

6,455

6,971

6,146

2,092

237

21,901

Unallocated Expenses

 

 

 

 

 

(18,791)

Results from Operating Activities

 

 

 

 

 

3,110

 

 

 

 

 

 

 

 

US$m

US$m

US$m

US$m

US$m

US$m

Asset under Management at Beginning of Year

560

664

1,373

134

-

2,731

Net Subscriptions/(Redemptions)

142

(113)

(225)

(13)

-

(209)

Net Performance

(48)

(26)

(182)

(18)

-

(274)

Asset under Management at End of Year

654

525

966

103

-

2,248

 

In accordance with IFRS 8 Operating Segments, the Group presents segment information in respect of its business segments that is consistent with information reviewed by management and based on the internal reports regularly reviewed by the Group's Chief Operating Decision Maker in order to assess each segment's performance and to allocate resources to them.

 

 

 

 

9. Taxation

Recognised in the income statement

Year ended

Year ended

 

31 December 2015

31 December 2014

 

US$'000

US$'000

Current tax expense:

 

 

Current year

-

84

Under provided in prior year

30

-

Amount recovered in respect of prior years

(3,254)

-

Total income tax expense/(refund)

(3,224)

84

 

Reconciliation of effective tax rate

Year ended

Year ended

 

31 December 2015

31 December 2014

 

US$'000

US$'000

Profit before tax

450

3,110

Income tax using the domestic corporation tax rate

0%

-

0%

-

Effect of different tax rates in foreign jurisdictions

0%

-

2.70%

84

Under provided in prior years

6.67%

30

0.08%

-

Amount recovered in respect of prior years

-723.11%

(3,254)

0%

-

 

-716.44%

(3,224)

2.70%

84

 

As reported in the consolidated financial statements of the Group for the year ended 31 December 2014, the Group, in consultation with the beneficiaries of the Charlemagne Employee Benefit Trust (the "EBT"), had commenced discussions with HMRC with a view to taking advantage of the beneficial terms offered under the published EBT Settlement Opportunity arrangement. A formal agreement was entered into on 23 March 2015 and all potential issues of significance have now been resolved. Under the terms of the settlement agreement contributions to the Charlemagne Employee Benefit Trust made in previous years have now been allowed as a deduction from taxable income in respect of those years of assessment ultimately resulting in the net amount of tax recovered shown above.

10. Profit Attributable to Shareholders

The net profit attributable to shareholders reflected in the financial statements of the Company itself amounts to US$6.8 million (2014: profit US$0.2 million).

11. Dividends

 

Year ended

Year ended

 

31 December 2015

31 December 2014

 

US$'000

US$'000

 

 

 

Dividends per share of 1.0 US cents (2014: 1.5 US cents)

2,909

4,364

A second interim dividend of 0.5 US cents (GB0.3393p) per ordinary share in respect of the year ended 31 December 2014 was paid on 24 April 2015 to those shareholders on the register on 27 March 2015 and was distributed from retained earnings in 2015.

An interim dividend of 0.5 US cents (GB0.3209p) per ordinary share in respect of the year ended 31 December 2015 was paid on 6 November 2015 to those shareholders on the register on 2 October 2015 and was distributed from retained earnings in 2015.

An interim dividend of 0.5 US cents (GB0.3513p) per ordinary share in respect of the year ended 31 December 2015 will be paid on 22 April 2016 to those shareholders on the register on 29 March 2016 and will be distributed from retained earnings in 2016.

12. Earnings Per Share

The calculation of basic earnings per share of the Group is based on the net profit attributable to shareholders for the year of US$2.33 million (2014: US$1.52 million) and the weighted average number of shares of 290,885,616 (2014: 290,482,876) in issue during the year.

The calculation of diluted earnings per share of the Group includes options that have vested but not yet been exercised and the weighted average number of share options where the specified performance conditions have been satisfied, but the service criteria have not yet been met (note 22). The weighted average number of shares in respect of diluted earnings per shares is 292,037,136 (2014: 299,483,594) for the year.

13. Property and equipment

Group

Furniture and

Computer and Other

 

 

Fixtures

Equipment

Total

Cost:

US$'000

US$'000

US$'000

At 1 January 2014

879

1,136

2,015

Acquisitions

-

8

8

Disposals

-

(2)

(2)

At 31 December 2014

879

1,142

2,021

At 1 January 2015

879

1,142

2,021

Acquisitions

-

64

64

Fully depreciated items disposed

-

(143)

(143)

At 31 December 2015

879

1,063

1,942

 

 

 

 

Depreciation and impairment:

 

 

 

At 1 January 2014

784

1,067

1,851

Provided during the year

37

75

112

Disposals

-

(2)

(2)

At 31 December 2014

821

1,140

1,961

At 1 January 2015

821

1,140

1,961

Provided during the year

10

28

38

Fully depreciated items disposed

-

(143)

(143)

At 31 December 2015

831

1,025

1,856

 

 

 

 

Carrying amounts:

 

 

 

At 31 December 2014

58

2

60

At 31 December 2015

48

38

86

There was no property and equipment in the Company.

Assets which were purchased at a historic cost of US$1.6m (2014: US$1.5m) and are fully depreciated are still being used by the Group.

14. Interests in Subsidiaries

Company

US$'000

Cost

 

At 1 January 2014

5,880

At 31 December 2014

5,880

At 1 January 2015

5,880

Addition

-

At 31 December 2015

5,880

 

Impairment

 

At 1 January 2014

3,059

Charge for the year

-

At 31 December 2014

3,059

At 1 January 2015

3,059

Charge for the year

-

At 31 December 2015

3,059

 

 

 

 

 

 

 

US$'000

 

 

Carrying Amount

 

At 31 December 2014

2,821

At 31 December 2015

2,821

Balances with subsidiaries are included within current assets and current liabilities within the parent company statement of financial position.

Particulars of the principal subsidiaries of the Company at 31 December 2015 and 31 December 2014 are as follows:

Name

Place of

Incorporation/

Operation

Issued and Fully

Paid Share Capital

Percentage of Equity

Interest Attributable

to the Company

Principal

Activities

Direct

Indirect

 

 

 

 

 

 

Charlemagne Capital(IOM) Limited

Isle of Man

Ordinary

GBP20,000

100%

-

InvestmentManagement

Charlemagne Capital(UK) Limited

United Kingdom

Ordinary

GBP100

100%

-

Investment Adviceand Marketing

Charlemagne Capital(Investments) Limited

Isle of Man

Ordinary

GBP1

100%

-

Investment

Charlemagne Capital (Services) Limited

Isle of Man

Ordinary

GBP2,000

100%

-

Personnel

Charlemagne Capital (OCCO EE) Limited

Isle of Man

Ordinary

GBP100,000

50.1%

-

Internal Servicing Company

Dividends of US$1,533k (2014: US$5,004k) were paid to non-controlling interests in Charlemagne (OCCO EE) Limited.

Profit after tax of Charlemagne (OCCO EE) Limited for the year ended 31 December 2015 was US$2,702k (2014: US$3,077k) and net assets as at 31 December 2015 were US$2,777k (2014: US$3,147k).

15. Investments 

a) Current investments - at fair value through profit or loss

 

31 December 2015

31 December 2014

 

US$'000

US$'000

 

 

 

Group

 

 

Equity securities in certain funds managed by Charlemagne Capital Group held for future incentive payments (note 22)

2,510

2,819

Equity securities in certain funds managed by Charlemagne Capital Group

7,050

7,070

 

9,560

9,889

 

 

 

There were no investments held by the Company.

The group's exposure to credit and market risks, and fair value information related to investments are disclosed in note 23.

b) Interests in structured entities

A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only, or when the relevant activities are directed by means of contractual arrangements. The Group has assessed whether the funds it manages are structured entities, through review of the above factors. The Group considers the following as structured entities - Open Ended Investment Companies ("OEICs"), Closed End Investment Companies and certain mutual funds, limited partnerships and other pooled funds. Segregated mandates managed on behalf of clients and investment trusts are not considered structured entities.

The structured entities are generally financed by the purchase of units or shares by investors, although certain funds, mainly property, infrastructure and private equity funds, are also permitted to raise finance through loans from third parties. The Group does not provide a guarantee for the repayment of any borrowings held by these entities. The structured entities allow clients to invest in a portfolio of assets in order to provide a return through capital appreciation and/or investment income. Accordingly, they are susceptible to market price risk arising from uncertainties about future values of the assets they hold. Market risks are discussed further in note 23.

In certain cases, the Group will also purchase units or shares for the purpose of providing seed capital or to hedge against liabilities from deferred variable pay awards. There are no differences in the rights attached to the equity held by the Group from those held by other investors.

AuM within structured entities all of which are unconsolidated is shown below:

 

31 December 2015

31 December 2014

 

US$'m

US$'m

Unconsolidated structured entities:

 

 

Open ended funds

955

1,231

Closed ended funds

61

51

 

1,016

1,282

 

The Group has an interest in the structured entities listed above through the receipt of management fees based on a percentage of the net asset value and, in certain funds, contractually agreed performance fees, as well as investment returns where the Group has an equity holding in the entity.

Gross revenue includes US$19.6m (2014: US$32.6m) of fees received from structured entities managed by the Group, of which US$19.6m (2014: 32.6m) relates to related parties. In addition, the Group recognised a net loss on investments held in structured entities of US$501k (2014: US$83k) during the year.

The table below summarises the carrying values in the balance sheet, representing the Group's interests in unconsolidated structured entities, as at 31 December 2015:

 

31 December 2015

31 December 2014

 

US$'000

US$'000

Trade and other receivables

5,217

5,414

Investments - current

 

 

Open-ended funds

9,553

9,881

Closed-end funds

7

8

 

14,777

15,303

Maximum exposure to loss

The Group does not have a direct exposure to the AuM it manages, with the associated risks and rewards residing with external investors, except where the Group holds an equity interest. The Group's maximum exposure to loss is therefore limited to future fee income and the carrying value of assets relating to structured entities at each reporting date, as highlighted above, where the net asset value of the entities is reduced through withdrawals by investors and/or adverse performance.

Financial support

The Group has not provided financial support to any consolidated or unconsolidated structured entity through guarantees over the repayment of borrowings, or otherwise, and has no contractual obligations or current intention of providing financial support in the future.

16. Deferred Taxation

There is an unrecognised deferred taxation asset of US$13,445 (2014: deferred taxation asset of US$12,107) representing the tax effect of depreciation in excess of capital allowances.

 

 

 

 

17. Trade and Other Receivables

 

Group

Company

 

31 December

31 December

31 December

31 December

 

2015

2014

2015

2014

 

US$'000

US$'000

US$'000

US$'000

Trade customers

6,763

6,177

-

-

Other receivables

1,969

2,688

491

92

EBT settlements

1,398

-

-

-

Prepayments

781

824

21

12

 

10,911

9,689

512

104

As at 31 December 2015, there were US$412k margin deposits held by the Group (2014:$nil) in respect of the normal trading in currencies, futures and options (note 23).

The group's exposure to credit and market risks, and impairment losses related to trade and other receivables are disclosed in note 23.

18. Cash and Cash Equivalents

 

Group

Company

 

31 December

31 December

31 December

31 December

 

2015

2014

2015

2014

 

US$'000

US$'000

US$'000

US$'000

Bank balances

471

191

27

33

Call deposits

8,876

16,198

245

1,689

Term deposits

8,385

1,006

-

-

Cash and cash equivalents

17,732

17,395

272

1,722

 

19. Trade and Other Payables

 

Group

Company

 

31 December

31 December

31 December

31 December

 

2015

2014

2015

2014

 

US$'000

US$'000

US$'000

US$'000

Accrual for performance awards

7,586

7,324

-

-

EBT settlements

1,398

-

-

-

Other incentive plans

1,391

702

-

-

Other accruals and payables

2,769

3,238

67

47

 

13,144

11,264

67

47

 

The Group's exposure to currency and liquidity risk related to trade and other payables is disclosed in note 23.

20. Issued Share Capital

Shares

31 December

31 December

 

2015

2014

 

US$'000

US$'000

Authorised

 

 

2,000,000,000 ordinary shares of US$0.01 each

20,000

20,000

 

 

 

Issued and fully paid

 

 

At beginning of year 290,885,616 (2014: 280,385,616)

 

 

ordinary shares of US$0.01 each

2,909

2,804

Shares issued; nil (2014: 10,500,000)

-

105

At end of year; 290,885,616 (2014: 290,885,616) fully paid

2,909

2,909

 

During the years ended 31 December 2014 and 2015, the Company did not repurchase any of its own shares. The Company issued 10,500,000 new ordinary shares of US$0.01 each during 2014.

Included within share capital are nil (2014: 1,581,974) shares which are held on behalf of a subsidiary of the Company (see note 22). These are accounted for as treasury shares and are included as a debit reserve within equity.

As at the date of signing the financial statements there were 290,885,616 (2014: 290,885,616) ordinary shares of US$0.01 each issued and fully paid, no shares (2014: 1,581,974) were held as treasury shares with the intention that they will be utilised to settle equity settled share awards.

21. Share Capital and Reserves

Under Cayman Island law all categories of reserves are distributable. However, under normal circumstances the Company considers that only retained profits are distributable to shareholders. In the previous periods, the Company has repurchased some of its own shares. These shares were cancelled upon repurchase and accordingly the issued share capital of the Company was reduced by their nominal value.

The Board's policy is to maintain an adequate capital base so as to maintain investor, creditor and market confidence and to sustain future development of business. The Board of Directors monitors the return on capital and the level of dividends to ordinary shareholders.

There were no changes to the Group's approach to capital management during the year.

Two of the Company's subsidiaries are subject to externally imposed capital requirements and are required to submit periodic returns summarising their financial resources. These companies have complied with relevant regulatory requirements in all material respects during the year.

22. Share Based Incentive Plans

 

Equity Settled

 

The Group has established several share based incentive programmes that entitle certain employees to acquire shares in the Company subject to the vesting conditions set out below at an exercise price that was set at the date of grant.

 

The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of share options that are expected to vest.

 

Grant Date

Options Issued

Options Remaining

Vesting Conditions

Contractual life of Options

21 November 2006

50,903

25,071

Equal parts vesting over three, four and five years' service plus achievement of EPS performance targets

10 years

29 September 2014

1,149,136

1,149,136

Two and a half years' service and Magna Performance targets

2.5 years

27 October 2015

352,941

352,941

Three years service plus achievement of AuM performance target

10 years

Total Share Options

1,552,980

1,527,148

 

 

 

The number and weighted average exercise price of outstanding share options is as follows:

 

 

Weighted average exercise price

Number of Options

Outstanding at beginning of year

GBP0.004

3,978,063

Granted during the year

 GBP0.085

352,941

Vested during the year

GBP0.00

(2,803,856)

Outstanding at the end of the year

GBP0.03

1,527,148

 

 

The options outstanding at 31 December 2015 have an exercise price between GBPNil and GBP0.748 and a weighted average contractual life of 3.2 years. Outstanding share options are contingent upon specified performance and service criteria being satisfied.

 

During the year 2,803,856 nil price share awards vested and were exercised.

 

As at 31 December 2015 25,071 options had vested but had not been exercised. The average exercise price of these options is GBP0.705.

 

The fair values of the options granted during the year are measured at the grant date using a Black-Scholes or binomial lattice model and spread over the vesting period of these schemes. The values are adjusted to reflect the actual number of shares that are expected to vest and recognised as an employee expense with a corresponding increase in equity.

 

The estimate of the fair value of the share options and share awards granted has been calculated by reference to the face value of the award adjusted for the loss of dividends over the vesting period. All other options are measured using a binomial lattice model to estimate the early exercise behaviour. The contractual life of the options is used as an input to this model.

 

Fair value of share options/awards and assumptions

21 Nov 2006

EPS

Targets

29 Sep

2014

Service

Targets

27 Oct

2015

Service and AuM

Targets

Fair value at measurement date (GBP)

0.20

0.122

0.023

Share price at grant date (GBP)

0.705

0.1388

0.085

Exercise price (GBP)

0.705

Nil

0.085

 

Expected volatility (% p.a.)

40.0

40.0

60.0

 

Option life (years)

10

2.5

10

Assumed dividend yield (% p.a.)

5.0

5.0

7.0

 

Risk-free interest rate (% p.a.)

4.8

0.25

0.25

 

The share options are granted under service and non-market performance conditions. Such conditions are not taken into account in the grant date fair value measurement of the services received. There are no market conditions associated with the share option grants.

 

On 24 December 2014, the Company appointed North Bridge Capital LLC, a US registered broker-dealer, to act as its placement agent in marketing its long-only funds and strategies to institutions in the US. Under the terms of the relevant agreement, North Bridge receives an equity incentive consisting of:

 

a. an initial option granted on signing the agreement to acquire up to 1% of the issued share capital on the date of the agreement at an exercise price equal to the closing price on that day subject to raising US$100m of new assets; and

b. an undertaking by CCL to grant subsequent options to North Bridge upon incremental increases in AUM at a discount of 10% to market value up to a limit of 9.99% of the issued share capital once US$2billion has been raised.

 

As at the grant date, the Directors believe that the option granted to North Bridge had no significant value.

 

An employee of the Group holds a 49.9% non-controlling interest in the shares of a group entity and has an option to acquire a further 12.6% of the shares in issue. The Group has retained an option to re-acquire the shares held by the employee for a nominal sum under certain conditions, should the employee's option no longer be exercisable for any reason. As at the grant date, the Directors believe that the option granted to the employee had no significant value. All options involved in this arrangement expire on 31 December 2018.

 

At 1 January 2015 the trustees of the Charlemagne 2005 Employee Benefit Trust (EBT) held 1,581,974 shares in the Company. During the year all shares were transferred to employees in respect of share awards that vested and were exercised leaving nil shares held by the EBT as at 31 December 2015.

 

Cash settled

 

There were no cash settled share-based incentive plans in issue during the year.

 

Other incentive plans

During the prior year awards of shares in the Magna Global Emerging Markets Fund ("the Fund") were issued to certain employees subject to the vesting conditions set out below. The fair value of the awards granted is spread over the vesting period, and recognised as an expense in the accounts with a corresponding increase in liabilities. The fair value of the awards is measured by reference to the fair value of the equivalent number of shares held by the Company with the intention that they will be utilised to settle these awards as they vest.

The total number of shares subject to the award as at 31 December 2015 was 156,843.762 (2014: 164,468.112) with 100% of the shares allocated to each employee vesting upon three years' service provided that the Fund outperforms the MSCI Emerging Market Index (USD) ("the benchmark") by 1% to 2.99% per annum over the whole life of the award. If the Fund outperforms the benchmark by 3% or more, 110% of the shares subject to the award vest but if the Fund's performance is less than the benchmark plus 0.99%, then 80% of the shares subject to the award vest.

The amount charged as an expense within these financial statements in respect of these awards is US$689,493 (2014: US$702,424).

Expenses in respect of share based incentive plans

 

The following amounts have been charged as an expense within these financial statements:

 

 

Year to

31 December 2015

US$

Year to

31 December 2014

US$

Equity settled incentive plans

148,542

203,560

Other incentive plans

689,493

702,424

Total charged to employee costs

838,035

905,984

 

Included in the charge for equity settled incentive plans shown above were amounts totalling US$nil (2014: US$102,387) relating to directors.

 

23. Financial Instruments - Fair Values and Risk Management

a) Accounting Classification and Fair Values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

31 December 2015

Carrying amount

Fair value

Financial assets measured at fair value

Designated at fair value

Loans and receivables

Other financial liabilities

Total

Level 1

Level 2

Level 3

Total

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Current investments

9,560

-

-

9,560

-

9,553

7

9,560

 

9,560

-

-

9,560

-

9,553

7

9,560

Financial assets not measured at fair value

 

 

 

 

 

 

 

 

Trade and other receivables

-

10,911

-

10,911

 

 

 

 

Taxation

-

-

-

-

 

 

 

 

Cash and cash equivalents

-

17,732

-

17,732

 

 

 

 

 

-

28,643

-

28,643

 

 

 

 

Financial liabilities measured at fair value

 

 

 

 

 

 

 

 

Forward exchange contracts used for hedging

172

-

-

172

-

172

-

172

 

172

-

-

172

-

172

-

172

Financial liabilities not measured at fair value

 

 

 

 

 

 

 

 

Trade and other payables

-

-

13,144

13,144

 

 

 

 

 

-

-

13,144

13,144

 

 

 

 

 

 

 

 

 

 

 

 

 

No transfer between levels 1 and 2 in the fair value hierarchy occurred in the year.

 

31 December 2014

Carrying amount

Fair value

Financial assets measured at fair value

Designated at fair value

Loans and receivables

Other financial liabilities

Total

Level 1

Level 2

Level 3

Total

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Current investments

9,889

-

-

9,889

-

9,881

8

9,889

 

9,889

-

-

9,889

-

9,881

8

9,889

Financial assets not measured at fair value

 

 

 

 

 

 

 

 

Trade and other receivables

-

9,689

-

9,689

 

 

 

 

Taxation

-

95

-

95

 

 

 

 

Cash and cash equivalents

-

17,395

-

17,395

 

 

 

 

 

-

27,179

-

27,179

 

 

 

 

Financial liabilities not measured at fair value

 

 

 

 

 

 

 

 

Trade and other payables

-

-

11,264

11,264

 

 

 

 

 

-

-

11,264

11,264

 

 

 

 

No transfer between levels 1 and 2 in the fair value hierarchy occurred in the year.

All financial assets and liabilities of the Company measured at fair value are considered to be level 2 in the fair value hierarchy.

b) Measurement of Values

i) Valuation techniques

The valuation technique applied to level 2 financial instruments measured at fair value is based on the net asset value per share of the relevant investments which are published by their appointed custodian.

Level 3 financial assets consist solely of investments in a private company. The fair value of this investment is determined based on the most recent net assets of the company.

There have been no changes to the valuation techniques used during the year.

ii) Level 3 fair values

Reconciliation of Level 3 fair values

The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.

 

Equity securities available for sale

Balance at 1 January 2014

206

Additions

8

Disposals

(206)

Balance at 31 December 2014

8

Balance at 1 January 2015

8

Total gains or losses recognised in profit or loss

(1)

Balance at 31 December 2015

7

 

 

c) Financial Risk Management

Financial assets of the Group include cash and cash equivalents, investments and other receivables. Financial liabilities include accruals and other payables. The carrying amounts of these other assets approximate their fair values.

The Group operates a central Treasury function based upon weekly cash flow forecasts for each of the operating entities and the Group as a whole. This enables the regulatory liquidity requirements to be managed accurately for each entity subject to them. The Group normally operates a position of holding US dollars for all amounts in excess of working capital needs held in local currencies. Such balances are placed on deposit with major banks taking account of prudent spreading of risk. Where a decision is taken to hold local currency balances in excess of working capital needs, it is required that an Executive Director approves the position. All currency positions are formally monitored monthly by the Board as part of the Group's reporting procedures.

There is strict segregation between the investment management and deal settlement functions.

The Group has established a Group Risk Committee that reports to the directors and oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

In the course of the Group's normal trading in currencies, futures and options, margin deposits of varying amounts of cash are held by the Group's brokers. As at 31 December 2015, margin deposits were US$412k (2014: US$nil).

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The Group is exposed to liquidity risk to the extent that it holds stakes in certain financial instruments for which no developed market exists. Therefore, the Group might be unable to sell such stakes quickly at close to fair value. This risk is managed by the Group by means of cash flow planning to ensure that future cash requirements are anticipated and, where financial instruments have to be sold to meet these requirements, the process is carried out in a controlled manner intended to minimize the liquidity risk involved.

Residual contractual maturities of financial liabilities:

As at 31 December 2015

Carrying Amount

Total

Less than 1 Month

Between 1-3 Months

More than 3 Months

Non-derivative financial liabilities

US$'000

US$'000

US$'000

US$'000

US$'000

Trade Payables

731

731

583

148

-

Performance related awards

7,586

7,586

1,522

1,630

4,434

EBT settlements

1,398

1,398

-

1,398

-

Other incentive plans

1,391

1,391

-

-

1,391

Other

2,038

2,038

991

481

566

Total

13,144

13,144

3,096

3,657

6,391

Derivative financial liabilities

 

 

 

 

 

Forward exchange contracts used for hedging:

 

 

 

 

 

-Outflow

172

(8,249)

(686)

(1,373)

(6,190)

-Inflow

-

8,077

673

1,346

6,058

 

172

(172)

(13)

(27)

(132)

 

As at 31 December 2014

Carrying Amount

Total

Less than 1 Month

Between 1-3 Months

More than 3 Months

Non-derivative financial liabilities

US$'000

US$'000

US$'000

US$'000

US$'000

Trade Payables

1,315

1,315

1,315

-

-

Performance related awards

7,324

7,324

3,137

-

4,187

Other incentive plans

702

702

-

-

702

Other

1,923

1,923

920

319

684

Total

11,264

11,264

5,372

319

5,573

 

The non-derivative financial liabilities of the Company are all repayable in less than 1 month.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and investment securities.

The majority of debtors arise from fund management and related activities of the Group. As such the Group is able to determine that the credit risk is considered minimal in relation to the majority of its debtors. For other debtors a credit evaluation is undertaken on a case by case basis and provisions made when considered necessary. To reduce exposure to credit risk arising from non-performance by counterparties in derivative transactions, the Group's policy is to transact business through brokers with high credit ratings wherever practicable. The Group invests available cash and cash equivalents with various banks. The Group is exposed to credit-related losses in the event of non-performance by counterparties to financial instruments but, given the financial institutions involved, management does not expect any counterparty to fail to meet its obligations.

 

At the reporting date, the maximium credit exposure of the Group's financial assets exposed to credit risk amounted to the following:

As at 31 December 2015

Neither past due or Impaired

 Past due:

1-30 days

 Past due:

31-90 days

 Past due:

more than 90 days

 

US$'000

US$'000

US$'000

US$'000

Amounts due from funds

6,628

-

-

450

Interest and other receivables

927

-

2,133

773

Cash and cash equivalents

17,732

-

-

-

Total

25,287

-

2,133

1,223

 

As at 31 December 2014

Neither past due or Impaired

 

 Past due:

1-30 days

 Past due:

31-90 days

 Past due:

more than 90 days

 

US$'000

US$'000

US$'000

US$'000

Amounts due from funds

5,307

-

605

813

Interest and other receivables

2,095

-

413

456

Cash and cash equivalents

17,395

-

-

-

Total

24,797

-

1,018

1,269

 

The credit risk on transactions with funds primarily relates to transactions awaiting settlement. This risk is considered low due to the short settlement period involved and the credit quality of the funds involved. Included in receivables past due more than 90 days are amounts totalling nil (2014: nil) after allowing for a total impairment provision of US$557,534 (2014: US$ 263,294).

The cash and cash equivalents held by the Group are held by a number of international banks and it is the Group's policy to avoid concentrating credit risk in any one institution.

The maximum credit exposure of the Company's financial assets exposed to credit risk amounted to US$13,159k (2014: US$21,168k). Included in receivables past due more than 90 days were $42k (2014: US$38k) without impairment provision.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and equity prices will affect the Group's income or the value of its holding of financial instruments.

The Group is exposed to market risk directly via its investment holdings and indirectly via assets under its management, from which its fee income is derived. As the investments held directly and indirectly are mostly in the emerging markets, there is a concentration of this risk and any general movement in these markets would have a significant impact on the Group's income and the value of the Group's investments.

Foreign currency risk

The Group is exposed to foreign currency risk on investments, income and expenses denominated in currencies other than US Dollars, principally sterling expenses and Euro income. The Group assesses its hedging requirements and executes forward foreign exchange transactions so as to reduce the Group's exposure to currency market movements.

In respect of monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short term imbalances.

The Company and the Group's exposure as at the reporting date was as follows:

 

Company

Group

31 December 2015

EUR

GBP

AUD

EUR

DKK

GBP

CHF

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Cash and Cash Equivalents

29

23

2

133

-

1,412

-

Investments

-

-

-

124

-

2,566

237

Debtors

-

-

-

1,489

52

2,585

-

Creditors

-

(67)

-

(455)

-

(3,528)

-

Total

29

(44)

2

1,291

52

3,035

237

 

 

Company

Group

31 December 2014

EUR

GBP

AUD

EUR

DKK

GBP

CHF

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Cash and Cash Equivalents

19

1,632

3

228

-

2,770

-

Investments

-

-

-

8

-

2,890

283

Debtors

-

52

-

2,537

-

1,970

-

Creditors

-

(29)

-

(521)

-

(2,216)

-

Total

19

1,655

3

2,252

-

5,414

283

 

As at 31 December 2015, had the US Dollar strengthened by 1% in relation to all other currencies, with all other variables held constant, the net assets of the Group would have been decreased in both profit and equity by US$46,164 (2014: US$79,520). A weakening of the US Dollar by 1% against the above currencies would have had an equal and opposite effect.

Interest rate risk

The Group and the Company are exposed to interest rate risk with regard to holdings in cash and cash equivalents. All cash holdings and cash equivalents are held in accounts with variable rates. The Group and the Company do not have any borrowings and therefore is not materially exposed to interest rate rise. Surplus funds are placed on short term deposit.

Other price risk

Price risk arises from equity securities held by the Group. As at the reporting date these assets amounted to the following:

Investment Assets

31 December 2015

31 December 2014

 

US$'000

US$'000

Equities:

 

 

Listed

-

-

Unlisted

7

8

Total Equities

7

8

Shares in open ended collective investment scheme

9,553

9,881

Total Investment Assets

9,560

9,889

 

The majority of the Group's investments are readily realisable into cash. A 3% increase in the reported market price of these assets at the reporting date would lead to a US$286,800 increase in the value of those investments (2014: US$296,670). An equal and opposite decrease in the reported Net Asset Values would have decreased the value of the investments by an equal and opposite amount.

24. Operating Leases

At the end of the reporting year, the future minimum lease payments due under operating lease commitments during the lease terms are as follows:

 

31 December 2015

31 December 2014

 

US$'000

US$'000

Group

 

 

Within 1 year

281

616

In the second to fifth years, inclusive

616

756

Over five years

269

447

Total

1,166

1,819

 

The group leases a number of offices under operating leases. The lease terms vary between 5 years to 15 years. One of the 5 year leases has an option to break after 3 years and the 15 year lease has an option to break after the 7th year. During the year an amount of US$639k was recognised as expense in profit or loss in respect of operating leases (2014: US$645k). The rent paid to the landlord is increased to market rent at intervals as stated in lease agreements and the Group does not participate in the residual value of the office as all the risks and rewards of the offices are with the landlords.

 

25. Amounts due to and from Subsidiaries

The amounts due to and from subsidiaries are unsecured, repayable on demand and bear interest at commercial rates.

26. Critical Accounting Estimates and Judgement in Applying Accounting Policies

The Directors considered the development, selection and disclosure of the Group's critical accounting policies and estimates and the application of these policies and estimates. Estimates and judgements are continually evaluated and are based on historical and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Fair value of financial instruments

The fair value of financial instruments that are not quoted in an active market are determined by the Directors by using valuation techniques.

Where valuation techniques are used to determine fair values, they are validated and periodically reviewed by qualified personnel independent of the area that created them. To the extent practical, models use only observable data. However areas such as credit risk, volatilities and correlations require the Directors to make estimates. Changes to the assumptions about these factors could affect reported fair values of financial instruments.

27. Contingent Liabilities

The Group was notified of a claim in the Employment Tribunal in the United Kingdom by an ex-employee during 2015. The hearing concluded in December 2015 and the claim was rejected by an Employment Tribunal in February 2016 concluding that no compensation was awarded to the ex-employee. There are no other significant contingent liabilities.

 

28. Subsequent Events

There have been no significant events subsequent to the reporting date.

 

 

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