26th Nov 2014 17:40
The World Trust Fund
Unaudited Half-Yearly Report
September 30th, 2014
Financial Highlights
for the six months ended September 30th, 2014
|
US$ |
£ |
Net Asset Value per share as at September 30th, 2014 | 4.14 | 2.55 |
Change in Net Asset Value per share | -0.2% | 2.8% |
Share price as at September 30th, 2014
| 3.61 | 2.24 |
Increase in share price
| 0.9% | 3.8% |
Increase in MSCI AC World Index
| 7.5% | 0.8% |
Total Net Asset as at September 30th, 2014
| 167.6m | 103.4m |
Dividend per share
| 0.78c | 0.5p |
Corporate Information
Directors
Philip R. McLoughlin (Chairman)
Duncan Budge *†
James Cave *††
Tony Morrongiello* (appointed 19 August 2014)
Howard Myles **†
Alexander E. Zagoreos (retired 19 August 2014
* Member of the Audit Committee
** Chairman of the Audit Committee† Member of the Nominations Committee†† Chairman of the Nominations Committee
Domiciliary, Registrar, Transfer and Administrative Agent |
Custodian, Listing and Paying Agent |
State Street Bank Luxembourg S.A. 49, avenue J.F. Kennedy L-1855 Luxembourg
| State Street Bank Luxembourg S.A. 49,avenue J.F.Kennedy L-1855 Luxembourg
|
Registered Office | Financial Adviser and Broker |
State Street Bank Luxembourg S.A. 49, avenue J.F. Kennedy L-1855 Luxembourg
| Westhouse Securities Limited 110 Bishopsgate London EC2N 4AY United Kingdom |
Manager | Company Secretary |
Lazard Asset Management LLC 30 Rockefeller Plaza New York, NY 10112 U.S.A. | Capita Company Secretarial Services 40 Duke's Place 1st Floor London EC3A 7NH United Kingdom
|
Approved Statutory Auditor | Website |
Deloitte Audit Société à responsabilité limitée 560, rue de Neudorf L-2220 Luxembourg
| www.theworldtrustfund.com |
General Information
· NAV stands for Net Asset Value and represents shareholders' funds expressed as an amount per individual share. Shareholders' funds are the total value of the Fund's assets at current market value less its liabilities.
· The Net Asset Value per Share is expressed in US Dollars ("US$") and, since October 30th, 2009 the Fund's shares are traded in Pounds Sterling ("£"). For information purposes only the Fund's Net Asset Value per Share since October 30th, 2009 is also reported in its Pounds Sterling equivalent.
· Unaudited half-yearly reports and audited annual reports are made available at the Registered Office of the Fund and are posted to each registered Shareholder.
· The Annual General Meeting of Shareholders is held in Luxembourg each year at 3 p.m. on the third Tuesday in August or, if any such day is not a business day for banks in Luxembourg, on the next following business day. Notices of General Meetings, including their agenda, time and place and containing details of attendance, quorum and majority requirements under Luxembourg law, will be sent to the registered address of Shareholders not less than 21 days before the date of the Meeting.
· Annual Reports (including audited accounts) will be mailed to Shareholders not less than 21 days before the day fixed for the Annual General Meeting at which they are to be considered.
· An interim dividend of 0.5p per share has been announced in respect of the year to March 31st, 2015, which is payable on January 16th, 2015 to shareholders who appear on the register on December 19th, 2014.
· The Shares of the Fund are listed on the main market of the London Stock Exchange and the Luxembourg Stock Exchange.
Regulatory Disclosure
Related Party Transactions
During the six months to September 30th, 2014 no new transactions with related parties were undertaken. Full details of the Fund's existing related party transactions can be found in Notes 15 and 16 of this report.
Principal Risks and Uncertainties
Key risks faced by the Fund relate to poor investment and strategic decisions resulting in poor fund performance; a change in circumstances of the Manager resulting in the Manager's inability to carry out its duties, gearing risk which may exaggerate any fall in the value of the Fund's assets in times of falling stock markets; discount volatility - the Fund's share price may fall disproportionately to the Fund's Net Asset Value; reputational - failure to keep current and potential investors informed of the Fund's performance and development could lower investor confidence. A detailed explanation of the Risks and Uncertainties facing the Fund can be found on page 21 to 22 under the heading 'Principal risks and uncertainties' in the Report and Accounts for the year ended March 31st, 2014.
Directors' Responsibility Statement
In accordance with Rule 4.2.7R and 4.2.8R of the Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority, the Directors confirm that, to the best of their knowledge:
· the financial statements, which have been prepared in accordance with the applicable set of accounting standards (being the legal and regulatory requirements in Luxembourg relating to investment funds) give a true and fair view of the assets, liabilities, financial position and profit or loss of the Fund as at September 30th, 2014 and for the financial period then ended; and
· the Manager's Review includes a fair review of the development and performance of the business and the position of the Fund; and
· the Directors' Statement of Principal Risks and Uncertainties shown above is a fair review for the remainder of the financial year; and
· the financial statements include a fair review of any related party transactions that have materially affected the financial position or the performance of the Fund and any changes to the related party transactions described in the last Annual Report that could have a material effect on the financial position or performance of the Fund.
On behalf of the Board
Philip R. McLoughlin
Chairman
November 26th, 2014
Investment Objective
The Fund seeks to achieve long-term capital appreciation by investing primarily in companies whose shares trade at a discount to the underlying net asset value. The Fund measures its performance against the MSCI AC World Index. The fund invests in a diversified portfolio of investment companies, including closed-end funds, investment trusts, holding companies and similarly traded companies, thereby spreading investment risk and reducing stock specific risk.
Investment Policy
Asset Allocation
The Fund invests in closed-end funds, investment trusts, holding companies and other comparable companies whose shares are listed or traded on international exchanges and are generally at a discount to their underlying net asset value. The Fund seeks actively to encourage boards and management teams to take steps to enhance shareholder value and seeks to take a constructive and active role to help reduce the discount at which the shares of the underlying companies trade.
Risk Diversification
The Fund seeks to provide broad exposure to equity markets through holding a diversified portfolio of closed-end investment companies, including investment trusts, holding companies and comparable quoted companies.
Gearing and Hedging
The Fund may use gearing (the ability to borrow), and the level of gearing may vary from time to time. The Board has authorised the Manager to use gearing up to 15% of the Fund's Net Asset Value. In future the Board may determine to increase the amount of gearing that the Manager is authorised to use to an amount not to exceed 25% of the Fund's Net Asset Value. Shareholders should note that gearing increases the scale of any profits or losses.
The Fund is permitted to seek to hedge long positions by selling short stock indices, stocks, and shares of exchange-traded funds or closed-end funds up to 100% of the Fund's Net Asset Value. The Fund may also hedge its currency exposure against the US$. Shareholders should note that the use of such techniques involves risks, including the risk of complete loss of value of any short position.
Manager's Review
For the six months from April 1, 2014 to September 30, 2014
Market Review
During the period the World Trust Fund's fully diluted net asset value in US dollar terms fell 0.2%, lagging the MSCI All Country World Index which rose 2.6%, though ahead of the MSCI All Country World ex-US Index which fell 0.5%. The Fund's share price, as traded on the London Stock Exchange in pounds sterling, gained 3.8% over the period.
The period was one of two halves with the first half (April to June) strong on encouraging news on the US economy and growth-stimulating announcements from the European Central Bank. Also in the first half of the period Japan delivered strong GDP growth data and China was aided by solid manufacturing data and subdued inflation. The second half of the period (July to September) was characterized by heightened geopolitical tensions which drove most global equity markets lower, giving back most or all of their gains. In addition, concerns over economic growth in Europe and disappointment over the level of economic stimulus announcements in China weakened the equity market momentum that had started in the April - June period. The US, however, stood out among global markets as local equities rose as investors continued to view the US as the safer harbour amidst the growing uncertainty outside the US.
The Fund's returns were boosted by investments in China, a market that performed relatively well but also where key financial-related investments outperformed. These investments included China Everbright, China Merchants China Direct Investments and CITIC Securities, all of which rose considerably in response to continued governmental deregulation in the financial markets and in particular the impending Hong Kong-Shanghai "through train" which opens up the A-Share market to investors outside mainland China. Also helping returns was the outperformance of the Fund's global emerging market investments which performed relatively well amidst the market volatility. The main detractor from returns was the Fund's underweight exposure to the US. While our investments in the US have performed well and we continue to find them attractive, in the medium to long term we still see more compelling investment opportunities outside of the US based on wider discounts and more attractive equity market valuations. Many of our European investments, including Eurazeo (France) and JPMorgan European Smaller Companies fell due to the markets' general concern over growth on the continent. Additionally these investments saw their discounts widen materially. In Japan, another major market that performed well, our investments on average lagged due to discount widening, although the shares of JPMorgan Japan Smaller Companies Trust outperformed as the small cap sector performed well.
The Fund's hedge positions detracted approximately 87 basis points from returns over the period. The purpose of the short positions was to hedge a small portion of our long investments. In the event, while the shorts generally produced negative returns, our long positions produced larger positive gains. The only exception was emerging Europe, where despite producing gains from shorting the index, our individual long positions also performed positively so that in this sector both the shorts and longs added value.
World Trust Fund Share Price, NAV & Discount
Share Data
| September 30th, 2014 | March 31st, 2014 | September 30th, 2013 |
GBP Values: Share Price NAV Diluted NAV Undiluted |
£2.24 n/a £2.55 |
£2.16 £2.49 £2.57 |
£2.20 £2.47 £2.52 |
USD Values Share Price* |
US$3.61 |
US$3.60 |
US$3.55 |
NAV Diluted | n/a | US$4.16 | US$3.99 |
NAV Undiluted*
| US$4.14 | US$4.28 | US$4.09 |
Discount to NAV* | (12.5)% | (13.4)% | (11.0)% |
*Converted into U.S. dollars using foreign exchange rates as determined by the Administrator.
The Portfolio
Weight | |
Top 10 holdings as at September 30th, 2014 | % |
General American Investors | 6.6 |
First Pacific | 6.5 |
Citic Securities | 6.2 |
Eurazeo 6.0 | 6.0 |
BB Biotech | 5.5 |
JPMorgan European Smaller | 5.3 |
Tri-Continental | 4.6 |
JPMorgan Emerging Markets | 4.3 |
JPMorgan Japanese Investment | 3.8 |
Jardine Strategic | 3.5 |
Total | 52.3 |
The following list identifies the top five contributors and detractors by performance over the six-month period ended September 30th, 2014.
Top Five Contributors to Returns (NAV)
Average Portfolio | Total | Contribution to | |
Company | Weight % | Return % | Return % |
China Everbright | 2.0 | 49.7 | 0.9 |
China Merchants China Direct | 2.4 | 36.6 | 0.7 |
CITIC Securities | 5.7 | 12.0 | 0.6 |
BB Biotech | 4.5 | 10.9 | 0.5 |
First Pacific | 6.0 | 5.2 | 0.3 |
Top Five Detractors from Returns (NAV)
Average Portfolio | Total | Contribution to | |
Company | Weight % | Return % | Return % |
JPMorgan European Smaller | 5.6 | -20.2 | -1.3 |
Eurazeo | 6.0 | -14.7 | -1.0 |
Henderson Smaller | 2.6 | -10.2 | -0.3 |
Invesco Perpetual UK Smaller | 2.5 | -6.0 | -0.2 |
Herald Investment. | 2.3 | -6.4 | -0.2 |
Top Ten Country Weightings as of September 30th, 2014
World Trust Fund | MSCI All Country | |
Portfolio | World Index | |
Country | % | % |
United States | 19.5 | 50.3 |
China | 12.9 | 2.1 |
Japan | 9.4 | 7.4 |
United Kingdom | 7.3 | 7.3 |
France | 5.3 | 3.5 |
Switzerland | 4.7 | 3.2 |
Philippines | 4.6 | 0.1 |
Singapore | 3.7 | 0.5 |
Sweden | 2.5 | 1.1 |
Indonesia | 2.3 | 0.3 |
Regional and country allocations are the result of our bottom-up stock selection process, which is focused on identifying companies that trade at compelling discounts and owning assets that are undervalued.
Portfolio Hedging
During the period the Fund's hedged position fell from -25.8% at the financial year end to -0.9% at the end of this period (position outstanding below). The resulting impact was that our net long exposure rose over the period from 73.7% to 98.1%.
Investments | Percentage of Position |
Market Vectors Russia ETF | 0.50% |
Gabelli Multimedia Fund | 0.20% |
H&Q Life Sciences Fund | 0.20% |
Corporate Governance Initiatives and Restructuring
Our investments trade at substantial discounts, and we work actively with boards and managements to seek solutions to unlock value through corporate governance initiatives and restructuring measures. The following occurred during the period.
· Tender Offers: Morgan Stanley Asia Pacific Fund (APF) completed a 20% tender offer at 98.5% of NAV where we tendered 29.8% of our shares. Central Europe, Russia & Turkey Fund (CEE) completed a 5% tender at 98% of NAV, and we tendered 7.3% of our shares.
· Manager Change: Shareholders of Swiss Helvetia Fund (SWZ) approved Schroder Investment Management North America as the new manager, replacing Hottinger Capital Corp.
Discounts
The Fund is listed on the London Stock Exchange in pounds sterling. During the six-month period, the Fund traded at an average discount of 12.7%, ranging from a high of 14.2% to a low of 10.6%. At the end of the period the Fund traded at a discount of 12.5%.
Both the Board and the manager actively monitor the Fund's discount.
Outlook and Update
Global equity market volatility has intensified during the period, driven by geopolitics, central bank policies, and uncertainty over global economic growth. While an increase in volatility can negatively impact equity markets over the short term, it also can provide long term investment opportunities for investors. These opportunities can be further amplified by the widening of discounts, where investors can not only access investments trading at attractive valuations, but do so through vehicles that trade at compelling discounts. The Fund is uniquely positioned to take advantage of such market dislocation, and has concentrated investments in companies trading at substantial discounts but that also have attractive underlying positions. Adding to this, our focus on capturing further shareholder value through corporate governance initiatives should deliver substantial shareholder value in the long run.
Kun Deng, CFA
Lazard Asset Management LLC Manager
November 26th, 2014
Statement of Net Assets (in US$)
As at | As at | |
Assets | September 30th, 2014 | March 31st, 2014 |
Securities portfolio at market value (Cost: US$ 127,169,627) | 166,867,454 | 169,513,471 |
Cash | 11,760 | 35 |
Receivable from broker in respect of securities sold short (see Note 14) | 13,314,976 | 46,139,553 |
Income receivable on portfolio | 157,317 | 156,481 |
Total assets | 180,351,507 | 215,809,540 |
Liabilities | ||
Securities sold short at market value (Cost: US$ 1,392,733) | 1,490,300 | 43,173,901 |
Loan payable (see Note 20) | 10,820,000 | - |
Payable on purchases of investments | - | 1,501,476 |
Other payable on short positions and bank liabilities | 45,905 | 167,279 |
Accrued expenses | 396,379 | 484,366 |
Total liabilities | 12,752,584 | 45,327,022 |
Net Assets at the End of the Period | 167,598,923 | 170,482,518 |
Number of Shares outstanding (see Note 6) | 40,467,095 | 39,814,308 |
Net Asset Value per Share in US$ (see Note 1) | 4.14 | 4.28 |
Equivalent Net Asset Value per Share in £ (see Note 1) | 2.55 | 2.57 |
Diluted Net Asset Value per Share in US$* | 4.14 | 4.16 |
Equivalent Diluted Net Asset Value per Share in £* | 2.55 | 2.49 |
* Diluted NAV is calculated after taking into account any outstanding warrants, which are assumed to be exercised by the Shareholders.
Shareholders' Equity (in US$)
As at | As at | |
Capital and Reserves | September 30th, 2014 | March 31st, 2014 |
Original Capital: 93,317,380 Shares at US$ 0.2 (see Note 6) | 18,663,476 | 18,663,476 |
Share Premium | 70,220,782 | 70,220,782 |
Legal Reserve (see Note 7) | 1,866,348 | 1,866,348 |
Profit brought forward | 171,640,822 | 167,052,457 |
Cost of 10,211,277 Shares held in Treasury (see Note 6) | -31,694,484 | -31,694,484 |
Cost of 10,807,612 Warrants issued (see Note 6) | 37,090,917 | 9,733,847 |
Cost of 53,446,620 Shares cancelled (see Note 6) | -128,301,045 | -98,431,279 |
Repurchase of 1,334,756 Warrants (issued 1991) | -8,631,613 | -8,631,613 |
Total Capital and Reserves | 130,855,203 | 128,779,534 |
Net Investment Income | 279,902 | 3,150,917 |
Net realised Gain/(Loss) | -3,134,805 | 1,437,448 |
Unrealised appreciation on securities | 39,600,260 | 37,115,030 |
Unrealised (depreciation) on foreign exchange | -1,637 | -411 |
Total Shareholders' Equity | 167,598,923 | 170,482,518 |
Statement of Operations (in US$)
For the | For the | For the | |
six months ended | year ended | six months ended | |
September 30th, 2014 | March 31st, 2014 | September 30th, 2013 | |
Income | |||
Dividends, net (including return of capital) | 1,615,255 | 5,590,073 | 1,881,756 |
Other income | - | 22,094 | 22,094 |
Total income | 1,615,255 | 5,612,167 | 1,903,850 |
Expenses | |||
Management fees (see Note 3) | 697,372 | 1,291,578 | 656,698 |
Directors' fees and expenses (see Note 10) | 150,902 | 317,336 | 148,727 |
Professional fees (see Note 8) | 107,410 | 158,442 | 145,150 |
Custodian fees (see Note 9) | 80,262 | 166,737 | 91,677 |
Company Secretarial fees and expenses (see Note 11) | 70,723 | 154,888 | 66,313 |
Administrative Agent costs | 54,108 | 113,859 | 59,770 |
Taxe d'abonnement (see Note 4) | 46,407 | 85,375 | 42,311 |
Interest paid | 45,406 | 27,975 | 15,513 |
Other expenses (see Note 21) | 82,763 | 145,060 | 67,329 |
Total expenses | 1,335,353 | 2,461,250 | 1,293,488 |
Net Investment Income | 279,902 | 3,150,917 | 610,362 |
Net Realised Gain/(Loss) | |||
- on securities (net of prime brokerage fees amounted | -2,958,326 | 1,552,828 | 500,758 |
- on forward foreign exchange contracts | -22,418 | 13,303 | 9,253 |
- on foreign exchange | 224,712 | 36,564 | 29,245 |
- on dividend repayable on short positions | -378,773 | -165,247 | - |
Total Net Realised Gain | -3,134,805 | 1,437,448 | 539,256 |
For the | For the | For the | |
six months ended | year ended | six months ended | |
Change in Unrealised Gain/(Loss) | September 30th, 2014 | March 31st, 2014 | September 30th, 2013 |
- on securities | 2,485,230 | 12,154,453 | 7,685,016 |
- on foreign exchange | -1,226 | -1,618 | 1,309 |
Total Change in Unrealised Gain | 2,484,004 | 12,152,835 | 7,686,325 |
Result of Operations* | -370,899 | 16,741,200 | 8,835,943 |
* Result of Operations is the sum of Net Investment Income/(Expenses), Total Net RealisedGain and Total Changein Unrealised Gain/(Loss).
Statement of Changes in Net Assets (in US$)
As at | As at | |
September 30th, 2014 | March 31st, 2014 | |
Net Assets at the Beginning of the Period | 170,482,518 | 170,304,703 |
Net investment income/(expenses) | 279,902 | 3,150,917 |
Net realised gain/(loss) on securities | 2,958,326 | 1,552,828 |
Net realised gain/(loss) on forward foreign exchange contracts | -22,418 | 13,303 |
Net realised gain on foreign exchange | 224,712 | 36,564 |
Net realised gain/(loss) due to dividend repayable on short positions | -378,773 | -165,247 |
Total net realised gain/(loss) | -3,134,805 | 1,437,448 |
Change in unrealised gain on securities | 2,485,230 | 12,154,453 |
Change in unrealised (loss) on foreign exchange | -1,226 | -1,618 |
Total change in unrealised gain | 2,484,004 | 12,152,835 |
Subscriptions of Shares | 27,357,070 | 9,719,852 |
Redemptions of Shares | -29,624,960 | -25,952,064 |
Tender offer expenses | -244,806 | -331,173 |
Repurchase and Issue of Shares (including tender offer expenses) | -2,512,696 | -16,563,385 |
Net Assets at the End of the Period | 167,598,923 | 170,482,518 |
Statistical Information about the Fund (in US$)
September 30th, | March 31st, | September 30th, | |
2014 | 2014 | 2013 | |
Total Net Assets | 167,598,923 | 170,482,518 | 162,700,823 |
Net Asset Value per Share in US$ (see Note 1) | 4.14 | 4.28 | 4.09 |
Equivalent Net Asset Value per Share in £ (see Note 1) | 2.55 | 2.57 | 2.52 |
Statement of Changes in Shares Outstanding
For the Six Months Ended September 30th, 2014 (see Note 6) | |
Number of Shares Outstanding at the Beginning of the Period | 39,814,308 |
Number of Shares Issued | 7,794,037 |
Number of Shares Repurchased (see Note 5) | -7,141,250 |
Number of Shares Outstanding at the End of the Period | 40,467,095 |
Statement of Investments and Other Net Assets
September 30th, 2014
Description | Acquisition | Market | % of total | ||
Number of | Cost | Value | net assets | ||
Shares | (US$) | (US$) | Currency | (US$) | |
Investments in Securities | |||||
Transferable Securities admitted to an Official Stock Exchange Listing | |||||
General American Investors Company Inc. | 298,831 | 8,488,160 | 11,071,689 | US$ | 6.61 |
First Pacific Company Ltd | 10,501,600 | 6,664,455 | 10,873,728 | HKD | 6.49 |
CITIC Securities Company Ltd | 4,534,500 | 9,277,537 | 10,476,562 | HKD | 6.25 |
Eurazeo | 140,122 | 3,997,879 | 10,084,386 | EUR | 6.02 |
BB Biotech AG | 47,539 | 4,085,051 | 9,261,814 | CHF | 5.53 |
JPMorgan Eur Smaller Companies Trust Plc | 2,793,490 | 5,015,678 | 8,853,543 | £ | 5.28 |
Tri-Continental Corp. | 367,710 | 5,815,254 | 7,674,108 | US$ | 4.58 |
JPMorgan Emerging Markets Investment Trust Plc | 775,993 | 3,019,335 | 7,132,867 | £ | 4.26 |
JPMorgan Japanese Investment Trust Plc | 1,817,651 | 5,759,017 | 6,423,774 | £ | 3.83 |
Jardine Strategic Holdings Ltd | 169,785 | 5,120,149 | 5,917,007 | US$ | 3.53 |
RCM Technology Trust Plc | 608,607 | 1,954,947 | 5,278,542 | £ | 3.15 |
Swiss Helvetia Fund Inc. | 378,103 | 5,226,494 | 5,115,734 | US$ | 3.05 |
JPMorgan Japan Smaller Companies Trust Plc | 1,464,903 | 7,961,979 | 4,862,460 | £ | 2.90 |
China Merchants China Direct Investments Ltd | 3,033,439 | 6,752,891 | 4,836,407 | HKD | 2.89 |
International Biotechnology Trust Plc | 870,418 | 2,155,399 | 4,533,089 | £ | 2.70 |
Henderson Smaller Companies Investment Trust Plc | 525,417 | 2,809,129 | 4,454,809 | £ | 2.66 |
Investor AB | 123,409 | 2,520,172 | 4,364,465 | SEK | 2.60 |
Invesco Perpetual UK Smaller Companies Investment Trust Plc | 845,122 | 2,997,461 | 4,291,743 | £ | 2.56 |
Herald Investment Trust Plc | 378,070 | 2,869,501 | 4,106,485 | £ | 2.45 |
Prospect Japan Fund Ltd | 3,776,192 | 4,402,948 | 4,040,525 | US$ | 2.41 |
China Everbright Ltd | 2,110,000 | 2,292,932 | 3,956,496 | HKD | 2.36 |
Aberdeen Emerging Markets Smaller Company Opportunities Fund Inc. | 246,398 | 3,315,709 | 3,420,004 | US$ | 2.04 |
British Empire Securities and General Trust Plc | 408,579 | 3,048,815 | 3,407,883 | £ | 2.03 |
Advance Developing Markets Fund Plc | 440,750 | 1,127,813 | 3,133,179 | £ | 1.87 |
F&C Private Equity Trust Plc | 711,279 | 2,505,495 | 2,507,971 | £ | 1.50 |
Clough Global Opportunities Fund | 194,124 | 2,050,267 | 2,315,899 | US$ | 1.38 |
Haci Omer Sabanci Holding AS | 541,026 | 2,705,325 | 2,276,703 | TRY | 1.36 |
VinaCapital Vietnam Opportunity Fund Ltd | 811,000 | 2,036,917 | 2,201,865 | US$ | 1.31 |
HarbourVest Global Private Equity Ltd | 160,200 | 1,777,307 | 1,988,082 | US$ | 1.19 |
Fidelity China Special Situations Plc | 1,040,302 | 1,699,151 | 1,978,248 | £ | 1.18 |
Morgan Stanley Asia Pacific Fund Inc. | 103,382 | 1,296,610 | 1,687,194 | US$ | 1.01 |
Central Europe Russia and Turkey Fund Inc. | 59,553 | 2,477,702 | 1,476,914 | US$ | 0.88 |
North Atlantic Smaller Companies Investment Trust Plc | 32,100 | 542,468 | 871,652 | £ | 0.52 |
Impax Environmental Markets Plc | 343,500 | 867,782 | 813,023 | £ | 0.48 |
BlackRock World Mining Trust Plc | 89,248 | 724,619 | 620,696 | £ | 0.37 |
| Acquisition | Market | % of total | ||
Description | Number of | Cost | value | net assets | |
Shares | (US$) | (US$) | Currency | (US$) | |
Securities Held Long (continued) | |||||
Tau Capital Plc | 177,580 | 177,580 | 27,081 | US$ | 0.02 |
125,539,928 | 166,336,627 | 99.25 | |||
Securities Sold Short | |||||
Gabelli Multimedia Trust Inc. | -37,587 | -338,283 | -352,942 | US$ | -0.21 |
H&Q Life Sciences Investors | -15,162 | -303,150 | -335,080 | US$ | -0.2 |
Market Vectors Russia ETF | -35,800 | -751,300 | -802,278 | US$ | -0.48 |
-1,392,733 | -1,490,300 | -0.89 | |||
124,147,195 | 164,846,327 | 98.36 | |||
Other Transferable Securities | |||||
Money Market Instrument | |||||
State Street Institutional Investment Trust | 530,827 | 530,827 | 530,827 | US$ | 0.32 |
Companies in Liquidation* | |||||
Dexion Equity Alternative Ltd | 1,004,992 | - | - | £ | 0 |
Advance UK Trust Plc | 275,518 | - | - | £ | 0 |
Italy Fund Inc. | 195,906 | - | - | US$ | 0 |
Trans Balkan Investments Ltd | 61,400 | 1,098,872 | - | £ | 0 |
Total Investments in Securities | 125,776,894 | 165,377,154 | 98.68 | ||
Other Net Assets/Liabilities | 2,221,769 | 1.32 | |||
Total Net Assets | 167,598,923 | 100 |
Underlying Currency | % of the | |
Exposure of Portfolio | portfolio | |
Pound Sterling (£) | 63,269,964 | 38.26 |
United States Dollar (US$) | 45,976,629 | 27.80 |
Hong Kong Dollar (HKD) | 30,143,193 | 18.23 |
Euro (EUR) | 10,084,386 | 6.10 |
Swiss Franc (CHF) | 9,261,814 | 5.60 |
Swedish Krona (SEK) | 4,364,465 | 2.64 |
Turkish Lira (TRY) | 2,276,703 | 1.37 |
Total | 165,377,154 | 100 |
* The acquisition cost of shares in liquidation is offset by distributions received.
Notes to the Financial Statements September 30th, 2014
Note 1 - General
The World Trust Fund (the "Fund") is an investment company with limited liability organised as a «société anonyme» under the laws of the Grand Duchy of Luxembourg and is governed by part II of the Luxembourg law of December 17th, 2010 on Collective Investment Undertakings.
The Fund was incorporated in Luxembourg on June 20th, 1991 for an unlimited duration. The Fund's Articles of Incorporation (the "Articles") have been published in the 'Mémorial C, Recueil des Sociétés et Associations'.
The Fund's primary investment objective is to achieve long-term capital appreciation, primarily through investments in closed-end funds, investment trusts, holding companies, and other similarly traded companies whose shares are listed or traded on international exchanges, and generally at a discount to Net Asset Value.
The currency in which the Fund's Shares are traded was changed from US$ to £ on October 30th, 2009.
The equivalent Net Asset Value (''NAV'') per Share in £ represents the NAV per Share in US$ converted with the exchange rate at September 30th, 2014 (Note 2).
The Fund has appointed Lazard Asset Management LLC as its non-EU AIFM within the meaning of 1(48) of the AIFM Law. Pursuant to the Management Agreement, the Manager is responsible on a day-to-day basis under the supervision of the Directors of the Fund for providing investment management and risk management services in respect of the Fund in accordance with the investment objectives of the Fund.
Note 2 - Significant Accounting Policies
a) Presentation of Accounts
The financial statements are presented in conformity with the legal and regulatory requirements in Luxembourg relating to investments funds. The Fund keeps its books and records in US$. Certain comparative amounts have been reclassified in order to conform to the current year presentation.
b) Valuation
1) The NAV per Share is calculated in accordance with Article 22 of the Articles on each Valuation Date (as defined in the Articles).
The NAV per Share is determined by dividing the Net Assets of the Fund, being the value of its assets less liabilities, by the number of Shares then in issue.
2) In calculating the NAV per Share, income and expenditure are treated as accruing from day to day and the Articles provide, inter alia, that:
(i) securities which are quoted or dealt in on any stock exchange or other regulated market are valued at the settlement or closing price on the last full business day on which such exchange or market is open for trading preceding the applicable Valuation Date;
(ii) if securities are quoted, listed, traded or dealt on more than one stock exchange or regulated market, the Board of Directors (the "Board") may select for the purposes of valuation the stock exchange or regulated market which they consider provides the fairest criterion of value for the relevant securities; and
(iii) if securities are not quoted or dealt on any stock exchange or regulated market or if, with respect to securities quoted or dealt on any stock exchange or dealt on any regulated market, the price as determined pursuant to paragraph (i) above is not representative of the fair market value of the relevant securities, the value of such securities will be determined by reference to their reasonably foreseeable sales price determined prudently and in good faith.
3) Purchases of securities are recorded at cost. Realised gains or losses on securities sold are computed on an average cost basis.
4) The value of cash in hand or on deposit, bills and notes payable on presentation, accounts due, prepaid expenses and dividends and interest declared and fallen due but not yet received generally consists of the nominal value of such assets. However, in the event that it seems improbable that such value can be realised, the value is determined by deducting a sum which the Board considers appropriate to reflect the realisable value of such asset.
The value of any cash on hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, cash dividends and interest declared or accrued as aforesaid and not yet received shall be deemed to be the full amount thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the Fund may consider appropriate in such case to reflect the true value thereof.
5) Foreign currencies: monetary assets and liabilities denominated in foreign currencies in the Statement of Net Assets are translated into US$ at the rates of exchange ruling at the end of the year. Transactions in foreign currencies are recorded in US$ based on the exchange rates applicable at the date of the transactions.
The following significant exchange rates have been applied for the conversion as of September 30th, 2014:
US$ | |||
1 | CHF | Swiss Francs | 1.047449461 |
1 | EUR | Euro | 1.263050469 |
1 | £ | Pound Sterling | 1.621150174 |
1 | HKD | Hong Kong Dollar | 0.128785488 |
1 | KRW | South Korean Won | 0.000947643 |
1 | SEK | Swedish Krona | 0.138580931 |
1 | TRY | Turkish Lira | 0.439261163 |
c) Income Recognition
Interest and dividend income is recorded on an accrual basis, netof any withholding taxes in the relevant country.
Note 3 - Management and Performance Related Fees
The Manager is entitled to receive,under the terms of the Management Agreement, a fee at the rate of 0.75% per annum calculated each quarter by reference to the average weekly Net Asset Value during the relevantquarter. The fee will accrue daily and will be paid quarterly in arrears.
The Manager is also entitledto a performance related fee payable-yearly from the second anniversary of the Fund onwards which will be calculated as follows:
(i) 5% of the amount by which the Net Asset Value has exceeded by 5% or more but less than 10% per annum the compound growth rate of the MSCI ACWorld Index during the two precedingyears; and
(ii) 10% of the amount by which the Net Asset Value has exceeded by 10% or more but less than 15% per annum the compound growth rate of the MSCI AC World Index during the two preceding years; and
(iii) 15% of the amount by which the Net Asset Value has exceededby 15% or more but less than 20% per annum the compound growth rate of the MSCI AC World Index during the two preceding years; and
(iv) 20% of the amount by which the Net Asset Value has exceededby 20% or more per annum thecompound growth rate of the MSCI AC World Index during the two preceding years, subject to the growth in the MSCI AC World Index during the two year period being positive.
For the six months ended September30th, 2014, there was no performance fee payable by the Fund.
Out of its fees, the Managerwill pay its own expensesand of any investment advisersretained by it.
Note 4 - Taxes
As a Luxembourg investment company, under present laws theFund is not subject to income taxes in Luxembourg. Irrecoverable taxes may be withheld at the source on dividendsand interest received on investment securities.
According to the law of December 17th, 2010, the Fund is subject to Luxembourg subscription duty ("taxe d'abonnement") at the rate of 0.05% per annum of its Net Assets, such tax being payable quarterly on the basis ofthe Total Net Assetsof the Fund at the end of the relevant quarter.
However, the value of investments in other investment companiesalready subjectto Luxembourg subscription duty is no longer subject to this tax.
Note 5 - Repurchases of Shares
During the six months ended September 30th 2014, the Fund made the following repurchase of shares through its Tender Offer, and all shares repurchased were duly cancelled.
Date | Shares | Price per |
Share (£) | ||
July 2nd, 2014 | 7,141,250 | 2.4155 |
7,141,250 |
Note 6 - Capital
On April 2nd, 2014 the fund announced that on the final exercise date of March 31st, 2014, holders of Warrants exercised their right to subscribe for a total of 5,309,128 Ordinary Shares of US$ 0.20 each at US$ 3.51 per Ordinary Share. A trustee was appointed in relation to the outstanding Warrants and following the exercise of rights by the trustee, 2,484,909 Ordinary Shares were sold at a price of 213p per Ordinary Share. The net proceeds of such sale over the subscription price, less associated costs and expenses were distributed to such warrant holders and amounted to US$ 61,878 in aggregate. The Board therefore approved the issue and allotment of 7,794,037 Ordinary Shares, which were listed and admitted to trading on the London Stock Exchange on April 7th, 2014.
The Fund has no Warrants remaining in issue.
On April 2nd, 2014, the Fund announced that the average discount over the financial year ended March 31st, 2014 was in excess of 10% and the Fund had underperformed the benchmark by more than 1% per annum and that a tender offer for up to 15% of the Fund's share capital would be made. A circular was mailed to shareholders on June 2nd, 2014 setting out the terms of the tender offer which were approved at an Extraordinary General meeting held on June 25th, 2014. On July 2nd 2014, the Fund announced that a total of 7,141,250 Ordinary Shares were repurchased and cancelled at a price of 241.5528p per Ordinary Share.
As at September 30th, 2014 the Fund's issued Share capital consisted of 50,678,372 Ordinary Shares, of which 40,467,095 Ordinary Shares were with voting rights and 10,211,277 Ordinary Shares held in Treasury without voting rights.
Note 7 - Legal Reserve
In accordance with Luxembourg requirements, at least 5% of the annual net profit must be transferred to a legal reserve. This requirement is satisfied when the reserve is equal to 10% of issued Share capital.
The legal reserve is not available for distribution.
Note 8 - Professional Fees
For six months ended September 30th, 2014, the professional fees of US$ 107,410 were incurred principally due to the following:
· legal fees paid to Stephenson Harwood LLP, and Elvinger Hoss and Prussen;
· retainer fees paid to Westhouse Securities;
· audit fees paid to Deloitte.
Note 9 - Custodian Fees
The Custodian receives, under the terms of the Custodian Agreement, fees for its services at rates to be agreed from time to time between the Fund and the Custodian in accordance with Luxembourg practice.
Note 10 - Directors' Fees and Expenses
Each of the Directors is paid a fee for his services at such a rate as the Board had determined provided that the aggregate of such fees shall not exceed US$ 500,000 per annum (pursuant to the resolution of the Annual General Meeting held on August 19th, 2014) or such higher amount as may from time to time be determined by the Shareholders in General Meeting.
The Directors may also be paid all reasonable travelling, hotel and other expenses properly incurred by them in the course of their duties relating to the Fund.
The fees paid to each Director for the six months ended September 30th, 2014 were as follows:
£ | |
Duncan Budge | 10,000 |
James Cave | 10,000 |
Philip R. McLoughlin | 14,000 |
Tony Morrongiello** | 3,534 |
Howard Myles | 12,000 |
Alexander E. Zagoreos* | 7,740 |
* retired from the board as a director on August 19th, 2014.
** appointed to the board as a director on August 19th, 2014.
The aggregate fees (including Administration des Contributions) paid to directors of the Fund amounted to US$ 119,609. The aggregate expense paid to directors of the Fund amounted to US$ 31,293. The exchange rate that has been applied for the conversion was the prevailing spot exchange at the time when the fees or expenses were paid to directors.
Note 11 - Company Secretarial Fees and Expenses
For the sixmonths ended September 30th, 2014, the company Secretarial fees and expenses of US$ 70,723 include charges related to the maintenance of the Fund's websiteas well as for administration of the Fund's Custody Share Register.
Note 12 - Commitments
As of the date of the report, the Fund was not engaged in any forward exchangecontracts or currency options.
Note 13 - Securities Lending
As of the date of the report, the Fund had no securities lending facility in place.
Note 14 - Short Positions
During the sixmonth period, short sales of exchangetraded and closed end funds were executedand the market value of the positionsat September 30th, 2014, amounted to US$ 1,490,300. The Fund has fully collateralised with the Broker theseshort positions through a cash payment amounted to US$ 1,392,733 at September 30th, 2014.
Note 15 - Beneficial Interest of the Directors and Related Parties in the Share Capital
As at the date of the report, the beneficial interests of the Directors and related parties in the Share Capital and newly issued Warrants of the Fund are the following:
Beneficial | |
Shares | |
Directors | |
Philip R. McLoughlin (Chairman) | 35,000 |
Duncan Budge | - |
James A. Cave | - |
Howard Myles | - |
Alexander E. Zagoreos | 577,750 |
Manager | |
Kun Deng, CFA | 243,240 |
* retired from the board as a director on August 19th, 2014.
** appointed to the board as a director on August 19th, 2014.
Note 16 - Directors' Interest in Significant Contracts
Alexander E. Zagoreos is a Senior Advisor to Lazard Asset Management LLC.
Note 17 - Substantial Shareholdings
As of the date of the report, the Board had been informed of the following interests in the Shares of the Fund:
Percentage of Issued Capital | Percentage of Issued Capital | |||
(excluding treasury shares) | (including treasury shares) | Date of | ||
Shares | - FCA Denominator 1 | - Luxembourg Denominator 2 | announcement | |
City of London Investment | Monday | |||
Management Co. Ltd | 10,501,590 | 25.95% | 20.72% | November 24th 2014 |
Friday | ||||
Lazard Asset Management LLC | 8,796,005 | 21.73% | 17.35% | July 11th, 2014 |
Friday | ||||
1607 Capital Partners LLC | 7,771,305 | 19.20% | 15.33% | July 18th, 2014 |
¹ Percentage based on voting rights 40,467,095.
² Percentage based on total shares in issue of 50,678,372 (including 10,211,277 Shares held in Treasury).
All issued Shares of the Fund are on deposit with a registered clearing house and, accordingly, with the exceptionof those Shareholdings of which the Board has been notified,the Board is not in a position to state the exact size of any Shareholdings in the Fund.
Note 18 - Changes of the Investment Portfolio
The changes in the investment portfolioduring the period of the report are available at the registered office of the Fund without any charge.
Note 19 - Ongoing Charges
For the six months ended September 30th, 2014 the Ongoing Charges were calculated using thefollowing formula: Semi-Annual Ongoing Charges / Averagenet assets undiluted x 100 x 2 = Ongoing Charges % where:
• thesemi-annualised ongoing charges consist of the management fees, professional fees, directors'fees and expenses, custodianfees, company secretarial fees and expenses,administrative agent costs and other expenses (printing, postage, annualfees);
• the average net assets undiluted represent the arithmetic mean of the total net assets over the period;and
• taxe d'abonnement and interest paid are not included in the ongoing charges.
Ongoing Charges 1.35%
Note 20 - Line of Credit Advanced
The Fundhas an unsecured US$ 25million Line of Credit Agreement (the "Agreement")with Citibank, N.A. Interest on borrowings ispayable at the Federal Funds rate plus 1.25%, on an annualised basis. Underthe Agreement,the Fund has alsoagreed to pay a 0.10% per annumfacility fee.
As of September 30th, 2014, the Fund's total borrowing was US$ 10,820,000. This amount was used to facilitate the Fund's hedging activities, and was repaid in full following the period end.
Note 21 - Other Expenses
Other Expenses include printing fees, association fees, exchange fees,D&O insurance, website costs and other miscellaneous expenses.
Related Shares:
WTR.L