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Half Yearly Report

23rd Nov 2015 07:00

RNS Number : 5351G
World Trust Fund (The)
23 November 2015
 

The World Trust Fund

Unaudited Half-Yearly Report

September 30th, 2015

 

Financial Highlights for the six months ended September 30th, 2015

 

US$

 

£

 

Change in Net Asset Value per share

 

-11.3%

 

-12.9%

 

Change in MSCI AC World Index (ex USA)

 

-11.7%

-13.5%

Change in MSCI AC World Index

 

-9.1%

-11.0%

Net Asset Value

 

4.07

2.69

Share Price

 

3.50

2.32

Change in Share Price

 

-12.7%

-14.3%

Total Net Asset as of September 30th, 2015 (millions)

 

164.8m

108.9m

Interim Dividend payable in £

 

1.5¢

1.0p

 

 

Corporate Information

 

Directors

 

Philip R. McLoughlin* (Chairman)

Duncan Budge *†

James Cave *††

Tony Morrongiello*†

Howard Myles**†

 

* 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.C.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

Beaufort House

15 St. Botolph Street London EC3A 7BB

United Kingdom

 

Manager

Company Secretary

Lazard Asset Management LLC

30 Rockefeller Plaza

New York, NY 10112 U.S.A.

Capita Company Secretarial Services Limited 40 Dukes Place

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

[email protected]

 

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.

· Interim Management Statements are released twice a year for the quarters ended June 30th and December 31st.

· The Shares of the Fund are listed on the main market of the London Stock Exchange and the Luxembourg Stock Exchange.

· An interim dividend of 1p per share has been announced in respect of the year to March 31st, 2016, which is payable on January 15th, 2016, to shareholders who appear on the register on December 18th, 2015. Including the final dividend for the year to March 31st, 2015 the total dividend paid or payable during the financial year to March 31st, 2016 is 3.9p per share or 1.7% of the Fund's share price as at September 30th, 2015 (232p). The Fund's dividend policy is to pay out substantially all of the investment income, net of the Fund's operating costs (excluding performance fees).

 

 

 

Regulatory Disclosure

 

Related Party Transactions

During the six months to September 30th, 2015 no new transactions with related parties were undertaken. Full details of the Fund's existing related party transactions can be found in Note 13 on page 24 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; 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 pages 19 to 21 under the heading 'Principal risks and uncertainties' in the Report and Accounts for the year ended March 31st, 2015.

 

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:

 

a) 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, 2015 and for the financial period then ended;

b) the Manager's Review includes a fair review of the development and performance of the business and the position of the Fund;

c) the Directors' Statement of Principal Risks and Uncertainties shown above is a fair review for the remainder of the financial year; and

d) 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 20th, 2015

 

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,

although the Manager seeks to achieve the highest possible risk-adjusted absolute returns and the allocation of the Fund's assets will normally diverge substantially from the Index, in particular in relation to its weighting in the U.S. markets. The Fund invests in a diversified portfolio of investment companies, including closed-end funds, investment trusts, holding companies and comparable 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 portfolio 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, 2015 to September 30, 2015

 

Market Review and Performance

 

Global equity markets fell over the six-month period amid uncertainties over a possible US rate increase and worries over weaker global economic growth. Many investor concerns emanated from the emerging markets including worries over currency fluctuations and China's attempts to influence the value of its own currency. Furthermore the impact of commodity prices in both emerging and developed markets seemed to increase investors' anxiety. Geopolitical issues continued to affect markets, specifically the tensions in the Middle East and northern Africa, which has created a challenging humanitarian crisis for Europe. During the six-month period, the MSCI All Country World Index dropped 9.1%, and the MSCI All Country World ex-US Index lost 11.7%. Emerging markets were among the worst performers, plunging 17.1%.

 

The World Trust Fund's Net Asset Value in US Dollar terms fell 10.3%, lagging the MSCI All Country World Index. However, the Fund outperformed the MSCI All Country World ex-US Index. The Fund's share price, as traded on the London Stock Exchange in Pounds Sterling, fell 14.3% over the period.

 

A number of investments in Europe, particularly those focused on small-cap companies, fared well. French holding company, Eurazeo, gained 4% amid negative equity markets. JPMorgan European Smaller Companies, Henderson Smaller Companies, and Invesco Perpetual UK Smaller Companies rose 10% on average. Investments in emerging markets, particularly emerging Asia, hurt performance. Emerging markets exposure was trimmed from a peak of more than 28% in January 2015 to approximately 19% as of the end of March. The Fund maintained an average emerging markets exposure of 21% throughout the six-month period ended 30 September 2015. These emerging markets investments hurt the Fund's return. Amid the uncertainty, average discounts for the Fund's investments widened which further hurt returns. The following chart shows how discounts widened from the end of 2014. Of particular interest is emerging Asia, where the average discount widened nearly 8.3% to 44.2% from 35.9% at the end of 2014.

 

Share Information

 

Share Data

September 30th, 2015

 

March 31st, 2015

September 30th, 2014

Share Price (£)

2.32

2.70

2.24

NAV Undiluted (£)

2.69

3.09

2.55

Share Price ($)*

3.50

4.01

3.61

NAV Undiluted ($)*

4.07

4.59

4.14

Discount to NAV*

(14.3)%

(12.6)%

(12.5)%

 

*Converted into U.S. dollars using foreign exchange rates as determined by the Administrator.

 

 

The Portfolio

 

Weight

Top 10 holdings as at September 30th, 2015

%

BB Biotech

7.0

Eurazeo

5.9

JPMorgan European Smaller

5.8

General American Investors

5.6

Investor AB

4.7

Adams Diversified Equity

4.5

Tri Continental

4.4

Harbourvest Global Private Equity

4.3

JPMorgan Japanese Investment

4.3

Morgan Stanley China A Share

4.3

Total

50.8

 

The following list identifies the top five contributors and detractors by performance over the six-month period ended

September 30th, 2015.

 

Top Five Contributors to Returns (NAV)

 

Average Portfolio

Total

Contribution to

Company

Weight %

Return %

Return %

Morgan Stanley China A Shares

0.6

4.3

0.2

Eurazeo

5.3

4.0

0.2

Henderson Smaller

2.8

9.9

0.2

JPMorgan European Smaller

5.6

2.7

0.1

North Atlantic Smaller

0.7

10.3

0.1

 

Top Five Detractors from Returns (NAV)

 

Average Portfolio

Total

Contribution to

Company

Weight %

Return %

Return %

First Pacific

4.7

(36.6)

(1.9)

BB Biotech

7.1

(13.7)

(1.0)

Jardine Strategic

2.9

(23.1)

(0.7)

General American Investors

5.5

(11.4)

(0.6)

International Biotech

3.9

(13.8)

(0.6)

 

 

Top Ten Country Weightings as of September 30th, 2014

 

World Trust Fund

MSCI All Country

Portfolio

World Index

Country

%

%

United States

30.9

52.8

China

14.0

2.2

United Kingdom

10.9

6.9

Japan

10.0

7.8

France

7.9

3.5

Switzerland

4.6

3.3

India

3.5

0.9

Hong Kong

3.4

1.0

Philippines

2.9

0.2

Vietnam (not currently included within the MSCI All Country World Index)

2.4

-

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

 

Although the Fund is able to hedge (details are laid out in the Investment Policy section), hedging was not used during the period.

 

Corporate Governance Initiatives and Restructuring

 

The Fund holds investments trading at substantial discounts. The management team actively works with the boards and managements of portfolio companies to unlock value through corporate governance initiatives and restructuring measures. The following events occurred during the period.

 

· Significant distributions to shareholders: Morgan Stanley China A (18.2%); Marwyn Value Investors (10%).

 

· Restructuring: Harbourvest Private Equity successfully transitioned to list on the London Stock Exchange Main Market.

 

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 11.9%, ranging from a high of 15.0% to a low of 7.2%. At the end of the period the Fund traded at a discount of 14.0%.

 

Dividend

 

As disclosed in the Annual Accounts to March 31st, 2014, the Fund has begun paying dividends of substantially all of the Fund's investment income, net of operating costs (excluding performance fees). In relation to the year ended March 31st, 2015, the Fund declared an interim dividend of 0.5p and a final of 2.9p, making 3.4p for the year. In relation to the current year the Board has declared an interim dividend of 1.0p per share payable on January 15th, 2016 to shareholders who appear on the register on December 18th, 2015.

 

Outlook and Update

 

Global equity market volatility continues to be elevated due to both economic (GDP growth, interest rates, currencies, commodities) and geopolitical (cross border tension, humanitarian crisis) concerns, and we expect such volatility to continue in the foreseeable future. Amid this market volatility, the discounts of the investable assets universe also react, thus creating potential investment opportunities for the Fund. Investments focused on the United States were trimmed by 3% over the period, while emerging market focused investments were increased by 4% principally through an increase in the Fund's China exposure. With the Fund at a discount of 14%, and the underlying portfolio discount at 23.6%, the World Trust Fund is effectively trading at a combined discount of 34.3% - the highest discount since the 2008 Global Financial Crisis. Based on this every dollar invested in the Fund is underpinned by $1.52 worth of assets.

 

 

Kun Deng, CFA

Lazard Asset Management LLC Manager

 

November 20th, 2015

 

 

Statement of Net Assets (in US$)

As at

As at

 

ASSETS

September 30th, 2015

March 31st, 2015

 

Securities portfolio at market value (Cost: US$ 144,476,460)

170,134,686

204,908,300

 

Cash

213

-

 

Receivable on sales of securities

441,513

-

 

Income receivable on portfolio

1,698,001

49,955

 

Other receivable

-

79,150

 

 

Total assets

172,274,413

205,037,405

 

 

LIABILITIES

 

Loan payable (see Note 17)

7,075,000

18,755,000

 

Other payable on short positions and bank liabilities

13,179

73,787

 

Accrued expenses

429,509

533,225

 

 

Total liabilities

7,517,688

19,362,012

 

 

Net Assets at the End of the Period

164,756,725

185,675,393

 

 

Number of Shares outstanding (see Note 5)

40,467,095

40,467,095

 

 

Net Asset Value per Share in US$ (see Note 1)

4.07

4.59

 

Equivalent Net Asset Value per Share in £ (see Note 1)

2.69

3.09

 

 

 

 

 

Shareholders' Equity (in US$)

As at

As at

Capital and Reserves

September 30th, 2015

March 31st, 2015

Original Capital: 93,317,380 Shares at US$ 0.2 (see Note 5)

18,663,476

18,663,476

Share Premium

70,220,782

70,220,782

Legal Reserve (see Note 6)

1,866,348

1,866,348

Profit brought forward

180,907,279

171,640,822

Cost of 10,211,277 Shares held in Treasury (see Note 5)

(31,694,484)

(31,694,484)

10,807,612 Warrants issued (see Note 5)

37,090,917

37,090,917

Cost of 53,446,620 Shares cancelled (see Note 5)

(128,301,045)

 (128,301,045)

Repurchase of 1,334,756 Warrants (issued 1991)

(8,631,613)

(8,631,613)

Dividends paid (See note 19)

(1,857,561)

(305,085)

Total Capital and Reserves

138,264,099

130,550,118

Net Investment Income

1,423,214

2,551,130

Net realised Gain\Loss

(586,764)

7,020,412

Unrealised appreciation on securities

25,658,226

45,553,734

Unrealised (depreciation) on foreign exchange

(2,050)

(1)

Total Shareholders' Equity

164,756,725

185,675,393

 

 

 

 

Statement of Operations (in US$)

For the six months ended

For the year ended

For the six months ended

 

Income

September 30th, 2015

March 31st, 2015

September 30th, 2014

 

 

Dividends, net (including return of capital) (see Note 2)

2,701,649

5,336,759

1,615,255

 

Interest on bank accounts

-

269

-

 

 

Total income

2,701,649

5,337,028

1615255

 

 

Expenses

 

Management fees (see Note 3)

701,857

1,353,907

697,372

 

Directors' fees and expenses (see Note 9)

150,075

314,514

167,386

 

Professional fees (see Note 7)

94,655

276,284

107,410

 

Depositary fees (see Note 8)

96,425

173,542

80,262

 

Company Secretarial fees and expenses (see Note 10)

38,146

146,946

70,723

 

Interest paid

6,167

127,379

54,108

 

Administrative Agent costs

58,558

113,573

46,407

 

Taxe d'abonnement (see Note 4)

44,041

89,996

45,406

 

Other expenses (see Note 18)

88,511

189,757

66,279

 

Total expenses

1,278,435

2,785,898

1,335,353

 

Net Investment Income

1,423,214

2,551,130

279,902

 

 

Net Realised Gain/(Loss)

 

- on securities (net of prime brokerage fees amounting to US$ 20,186)

(542,582)

7,570,423

(2,870,086)

 

- on forward foreign exchange contracts

1,599

(27,582)

(22,418)

 

- on foreign exchange

(45,781)

(128,997)

224,712

 

- on dividend repayable on short positions

-

(393,432)

(378,773)

 

- on prime broking fees

-

-

(88,240)

 

 

Total Net Realised Gain\Loss

(586,764)

7,020,412

(3,134,805)

 

 

Change in Unrealised Gain/(Loss)

 

- on securities

(19,895,508)

8,438,704

2,485,230

 

- on foreign exchange

(2,049)

410

(1,226)

 

 

Total Change in Unrealised Gain\Loss

(19,897,557)

8,439,114

2,484,004

 

 

Result of Operations*

(19,061,107)

18,010,656

(370,899)

 

 

 

 

 

Statement of Changes in Net Assets (in US$)

 

 As at September 30th, 2015

As at March 31st, 2015

Net Assets at the Beginning of the Period

185,675,393

170,482,518

Net investment income

1,423,214

2,551,130

Net realised gain/(loss) on securities

(542,582)

7,570,423

Net realised gain/(loss) on forward foreign exchange contracts

1,599

(27,582)

Net realised loss on foreign exchange

(45,781)

(128,997)

Net realised loss due to dividend repayable on short positions

-

(393,432)

Total net realised gain

(586,764)

7,020,412

Change in unrealised gain on securities

(19,895,508)

8,438,704

Change in unrealised gain/(loss) on foreign exchange

(2,049)

410

Total change in unrealised gain

(19,897,557)

8,439,114

Subscriptions of Shares

-

27,357,070

Redemptions of Shares

-

(29,624,960

Tender offer expenses

-

(244,806

Dividends paid (see Note 19)

(1,857,561)

(305,085

Repurchase and Issue of Shares (including tender offer expenses)

(1,857,561)

(2,817,781)

Net Assets at the End of the Period

164,756,725

185,675,393

 

 

 

Statistical Information about the Fund (in US$)

September 30th, 2015

March 31st, 2015

March 31st, 2014

Total Net Assets

164,756,725

185,675,393

170,482,518

Net Asset Value per Share in US$ (see Note 1)

4.07

4.59

4.28

Equivalent Net Asset Value per Share in £ (see Note 1)

2.69

3.09

2.57

Statement of Changes in Shares Outstanding

For the Period Ended September 30th, 2015 (See Note 5)

Number of Shares Outstanding at the Beginning of the Period

40,467,095

Number of Shares Issued

-

Number of Shares Repurchased

-

Number of Shares Outstanding at the End of the Period

40,467,095

 

 

 

 

Statement of Investments and Other Net Assets

September 30th, 2015

Description

Number of

Acquisition

Market

Currency

% of total

Shares

Cost

value

net assets

(US$)

(US$)

(US$)

Investments in Securities

Transferable Securities admitted to an Official Stock Exchange Listing

Securities Held Long

BB Biotech AG

43,491

4,420,573

11,580,048

CHF

7.03

Eurazeo

147,128

3,997,876

9,781,846

EUR

5.94

JPMorgan European Smaller Companies Trust Plc

2,686,490

4,823,560

9,479,248

£

5.75

General American Investors Company Inc.

298,831

8,488,160

9,257,784

US$

5.62

Investor AB

223,609

6,252,098

7,670,075

SEK

4.66

Adams Diversified Equity Fund Inc.

582,800

8,536,602

7,430,700

US$

4.51

Tri-Continental Corp.

367,710

5,815,254

7,170,345

US$

4.35

JPMorgan Japanese Investment Trust Plc

1,817,651

5,759,017

7,073,476

£

4.29

HarbourVest Global Private Equity Ltd

558,626

6,876,787

7,014,008

US$

4.26

Morgan Stanley China A shares

312,400

7,962,884

7,010,256

US$

4.25

First Pacific Company Ltd

10,501,600

6,664,455

6,422,873

HKD

3.90

JPMorgan Emerging Markets Investment Trust Plc

775,993

3,019,335

6,157,016

£

3.74

Marwyn Value Investors Ltd

1,664,089

5,217,553

5,550,756

£

3.37

China Merchants China Direct Investments Ltd

3,569,439

7,712,320

5,508,415

HKD

3.34

International Biotechnology Trust Plc

795,418

1,969,678

5,474,870

£

3.32

Allianz Technology Trust Plc

605,607

1,945,311

5,134,918

£

3.12

JPMorgan Japan Smaller Companies Trust Plc

1,464,903

7,854,492

5,102,412

£

3.10

Henderson Smaller Companies Investment Trust Plc

525,417

2,809,129

4,975,600

£

3.02

China Everbright Ltd

2,110,000

2,292,932

4,802,601

HKD

2.91

Swiss Helvetia Fund Inc.

437,881

6,054,070

4,755,388

US$

2.89

Jardine Strategic Holdings Ltd

170,708

5,152,395

4,581,803

US$

2.78

Herald Investment Trust Plc

378,070

2,869,501

3,889,091

£

2.36

Prospect Japan Fund Ltd

3,776,192

4,402,948

3,644,025

US$

2.21

VinaCapital Vietnam Opportunity Fund Ltd

1,511,600

3,692,946

3,559,818

US$

2.16

British Empire Securities and General Trust Plc

408,579

3,048,815

2,821,524

£

1.71

Macau Property Opportunities Fund Ltd

1,092,658

3,544,291

2,595,081

£

1.58

F&C Private Equity Trust Plc

711,279

2,505,495

2,442,490

£

1.48

India Capital Growth Fund

2,173,800

1,992,058

1,923,723

£

1.17

Fidelity China Special Situations Plc

1,040,302

1,699,151

1,879,017

£

1.14

India Fund Inc

71,600

1,747,960

1,744,176

US$

1.06

Haci Omer Sabanci Holding AS

541,026

2,705,325

1,586,230

TRY

0.96

North Atlantic Smaller Companies Investment Trust Plc

42,217

820,700

1,321,341

£

0.80

Invesco Perpetual UK Smaller Companies Investment Trust Plc

123,732

438,850

705,652

£

0.43

JPMorgan Japan Smaller Companies Trust Plc - Subscription shares

292,980

107,487

69,251

£

0.04

Tau Capital Plc

177,580

177,580

17,536

US$

0.01

143,377,588

170,133,393

103.26

Other Transferable Securities

Money Market Instrument

State Street Institutional Investment Trust

1,293

1,293

1,293

US$

0.00

Companies in Liquidation*

Dexion Equity Alternative Ltd

1,004,992

-

-

£

0.00

Advance UK Trust Plc

275,518

-

-

£

0.00

Italy Fund Inc.

195,906

-

-

US$

0.00

Trans Balkan Investments Ltd

61,400

1,098,872

-

£

0.00

Total Investments in Securities

144,477,753

170,134,686

103.26

Other Net Assets/Liabilities

(5,377,961)

(3.26)

Total Net Assets

164,756,725

100.00

Underlying Currency

% of the

Exposure of Portfolio

portfolio

United States Dollar (US$)

56,187,132

33.03

Pound Sterling (£)

66,595,466

39.14

Hong Kong Dollar (HKD)

16,733,889

9.84

Swiss Francs (CHF)

11,580,048

6.81

Euro (EUR)

9,781,846

5.75

Swedish Krona (SEK)

7,670,075

4.50

Turkish Lira (TRY)

1,586,230

0.93

Total

170,134,686

100.00

 

* The acquisition cost of shares in liquidation is offset by distributions received.

 

 

Notes to the Financial Statements September 30th, 2015

 

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 Undertakings for Collective Investment, the amended law of August 10th,1915 on commercial companies and the AIFM Law. The law of July 12th, 2013 on Alternative Investment Managers.

 

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, 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, although the Manager seeks to achieve the highest possible risk-adjusted absolute returns and the allocation of the Fund's assets will normally diverge substantially from the Index, in particular in relation to its weighting in the U.S markets. 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.

 

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, 2015 (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 dated July 12th, 2013. Pursuant to the Management Agreement, the Manager is responsible on a day-to-day basis under the supervision of the Board of 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 accordance with generally accepted accounting principles and with the legal and regulatory requirements relating to the preparation of the financial statements as prescribed by the Luxembourg authorities for Luxembourg investment companies. The Fund keeps its books and records in US$.

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 by the Board of Directors of the Fund.

 

3) Investments in securities are recorded at cost on trade date basis. 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 period. 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 of monetary assets and liabilities denominated in foreign currencies into USD as of September 30th, 2015:

 

US$

1

CHF

Swiss Francs

1.026061974

1

EUR

Euro

1.117399588

1

£

Pound Sterling

1.512749452

1

HKD

Hong Kong Dollar

0.129031426

1

KRW

South Korean Won

0.000843668

1

SEK

Swedish Krona

0.119475027

1

TRY

Turkish Lira

0.330540268

 

c) Income Recognition

Dividend income is recorded on an accrual basis and interest income is accrued on a daily basis, net of any withholding taxes in the relevant country.

 

d) Forward Foreign Currency Contracts

The fund may, for the purpose of hedging currency risks, enter into forward currency contracts.

 

In a forward foreign currency contract, the Fund agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Purchases and sales of forward foreign currency contracts having the same notional value, settlement date and counterparty and right to settle net are generally offset (which result in a net foreign currency position of zero with the counterparty) and any realised gains or losses ae recognised on trade date plus one.

 

The market value of forward foreign currency contracts is based on the price at which a new forward foreign currency contract of the same notional value, currency and maturity could be affected at the close of business in the principal currency markets in which these currencies are traded.

 

e) Transaction Fees

For the period ended September 30th, 2015, the Fund incurred transaction fees related to purchase and sale of transferable securities for US$ 26,790.

 

The transaction costs include broker fees, settlement fees, taxes and other charges.

 

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 relevant quarter. The fee will accrue daily and will be paid quarterly in arrears.

 

The Manager is also entitled to 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 by less than 10% per annum the compound growth rate of the MSCI AC World Index during the two preceding years; and

(ii) 10% of the amount by which the Net Asset Value has exceeded by 10% or more, but by 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 exceeded by 15% or more, but by 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 exceeded by 20% or more, per annum the compound 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 period ended September 30th, 2015, there was no performance fee payable by the Fund.

 

Out of its fees, the Manager will pay its own expenses and those of any investment advisers retained by it.

 

Note 4 - Taxes

 

As a Luxembourg investment company, under present laws the Fund is not subject to income taxes in Luxembourg. Irrecoverable taxes may be withheld at the source on dividends and 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 of the Total Net Assets of the Fund at the end of the relevant quarter.

Pursuant to the law of December 17th, 2010, the net assets invested in other investment companies already subject to Luxembourg subscription duty are exempt from this tax.

Note 5 - Capital

 

On September 9th, 2011 the Fund issued 10,807,612 Warrants by way of a bonus issue to Shareholder, on a one for five basis. These warrants were exercised in full on the warrant exercise dates between April 11th, 2012 and March 31st, 2014.

 

On April 2nd, 2014, the Fund announced that the average discount over the financial period ended September 30th, 2015 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, 2015 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 6 - 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 7 - Professional Fees

 

For period ended September 30th, 2015, the professional fees of US$ 94,655 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; and

• audit fees paid to Deloitte.

 

Note 8 - Depositary Fees

 

The Depositary Bank receives, under the terms of the Depositary Agreement, fees for its services at rates to be agreed from time to time between the Fund and the Depositary Bank in accordance with Luxembourg practice.

 

Note 9 - Directors' Fees and Expenses

 

Each of the Directors is paid a fee for their 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 18th, 2015) 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 net of Luxembourg withholding tax of 20% to each Director for the period ended September 30th, 2015 were as follows:

£

Duncan Budge

10,000

James Cave

10,000

Philip R. McLoughlin

14,000

Tony Morrongiello

10,000

Howard Myles

12,000

 

The aggregate fees (including Administration des Contributions) paid to directors of the Fund amounted to US$ 165,249. The aggregate expense paid to directors of the Fund amounted to US$ 31,861. 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 10 - Company Secretarial Fees and Expenses

 

For the period ended September 30th, 2015, the company Secretarial fees and expenses of US$ 38,146 include charges related to the maintenance of the Fund's website as well as for administration of the Fund's Custody Share Register.

 

Note 11 - Commitments

 

As of the date of the report, the Fund was not engaged in any forward exchange contracts or currency options.

 

Note 12 - Securities Lending

 

As of the date of the report, the Fund had no securities lending facility in place.

 

Note 13 - Beneficial Interests of the Directors and Related Parties in the Share Capital

 

As of the date of the report, the beneficial interests of the Directors and related parties in the Share capital of the Fund are the following:

 

Beneficial

Interests

Directors

Philip R. McLoughlin (Chairman)

37,000

Duncan Budge

-

James Cave

-

Howard Myles

-

Alexander E. Zagoreos*

-

Tony Morrongiello

-

Manager

Kun Deng, CFA

243,240

 

Note 14 - Substantial Shareholdings

 

As of the date of the report, the Board had been informed of the following interests in the Shares of the Fund:

 

Shares

Percentage of Issued Capital

Percentage of Issued Capital

Date of announcement

(excluding treasury shares)

(including treasury shares)

- FCA Denominator 1

- Luxembourg Denominator 2

City of London Investment Management Co. Ltd

10,007,326

24.73%

19.74%

23 October 2015

1607 Capital Partners LLC

9,258,800

22.88%

18.27%

20 November 2015

Lazard Asset Management LLC

8,796,821

21.73%

17.35%

11 July 2014

Wells Capital Management Inc.

2,654,057

6.56%

5.57%

3 June 2015

1 Percentage based on voting rights of 40,467,095.

2 Percentage based on voting rights 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 exception of 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 15 - Changes in the Investment Portfolio

 

The changes in the investment portfolio during the period of the report are available at the registered office of the Fund without any charge.

 

Note 16 - Ongoing Charges

 

For the period ended September 30th, 2015 the Ongoing Charges were calculated using the following formula:

Annualised Ongoing Charges / Average net assets undiluted x 100 = Ongoing Charges % where:

· the annualised ongoing charges contain the management fees, professional fees, directors' fees and expenses, depositary fees, company secretarial fees and expenses, central administration costs and other expenses (printing, postage, annual fees);

· 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 1,37%

 

Note 17 - Line of Credit Advanced

 

The Fund has an unsecured US$ 25 million Line of Credit Agreement (the "Agreement") with Citibank, N.A. Interest on borrowings is payable at the Federal Funds rate plus 1.25%, on an annualised basis. Under the Agreement, the Fund has also agreed to pay a 0.10% per annum commitment fee.

 

As of September 30th, 2015 the Fund's total borrowing was US$ 7,075,000. This amount was used to take advantage of investment opportunities.

 

Note 18 - Other Expenses

 

Other Expenses include printing fees, association fees, exchange fees, Directors' and Officers' insurance, website costs and other miscellaneous expenses.

 

Note 19 - Dividends on Ordinary Shares

 

Dividends paid and recognised in the period:

 

Period ended September 30th, 2015

Year ended March 31st, 2015

Per share (p)

$

Per share (p)

$

2014/2015 Dividend paid on 16/01/2015

-

-

0.5

305,085

2014/2015 Dividend paid on 18/09/2015

2.9

1,857,561

-

-

 

The Board has proposed an interim dividend in respect of 2015/2016 of 1.0 pence per share which is payable on January 15th 2016, to shareholders who appear on the register on December 18th 2015.

 

National Storage Mechanism

 

A copy of the Half Yearly Report will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at: www.hemscott.com/nsm.do.

 

ENDS

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.

 

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

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