NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA,
AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
Ashmore Global Opportunities Limited (“AGOL”, or the “Company”)
a Guernsey incorporated and
registered limited liability closed-ended investment company with a
Premium Listing of its US Dollar and Sterling share classes on the
Official List.
Interim
Results
For the period
ended 30 June 2015
The financial information set out in this announcement does not
constitute the Company’s statutory accounts for the period ended
30 June 2015. All figures are based
on the unaudited financial statements for the period ended
30 June 2015.
The financial information for the period ended 30 June 2015 is derived from the financial
statements delivered to the UK Listing Authority.
The unaudited interim report and financial statements for the
period ended 30 June 2014 will
shortly be posted to shareholders and will also be available on the
company website: www.agol.com
Financial Highlights
|
|
30
June 2015 |
|
31
December 2014 |
|
|
|
|
|
Total Net
Assets |
|
US$107,569,803 |
|
US$170,431,338 |
|
|
|
|
|
Net Asset Value per
Share |
|
|
|
|
US$
shares |
|
US$5.20 |
|
US$5.28 |
£ shares |
|
£5.11 |
|
£5.21 |
|
|
|
|
|
Closing-Trade Share
Price |
|
|
|
|
US$
shares |
|
US$3.85 |
|
US$4.05 |
£ shares |
|
£3.70 |
|
£3.93 |
|
|
|
|
|
Discount to Net
Asset Value |
|
|
|
|
US$
shares |
|
(25.96)% |
|
(23.30)% |
£ shares |
|
(27.59)% |
|
(24.57)% |
Chairman’s Statement
The Company’s Net Asset Values (“NAVs”) per share have fallen
slightly from US$5.28 and £5.21 at
the end of 2014 to US$5.20 and £5.11
as at 30 June 2015.
The US$ and £ share prices stood at US$3.85 and £3.70 respectively as at 30 June 2015, decreases of 4.94% and 5.85%
respectively against 31 December 2014
levels. As at 30 June 2015, the NAV
of the Company was US$107.57 million
and its market capitalisation was US$78.64
million, reflecting an average discount of 26.90% between
the NAVs and the share prices. The discounts widened slightly over
the period.
The main contributors to negative performance were Asian Genco,
Largo Resources and Bedfordbury (previously Alphaland). These
detractors were substantially off-set by positive contributions
from Microvast, AEI, the Everbright Ashmore China Real Estate Fund,
and a further earn-out from GEMS/Utileco (which was sold during the
previous financial year). Further details on these companies are
given in the Investment Manager’s Report.
In terms of realisations during the period, AGOL sold its direct
and indirect positions in MCX; indirect positions in Al-Noor
Medical, Indostar and Pacnet; and most of its indirect position in
ISM. Within Bedfordbury, the Alphaland Tower was sold, which was
one of the three assets resulting from the Alphaland asset
split.
AGOL shareholders received proceeds from these realisations of
US$46.75 million (including the
distribution announced on 21 July
2015 with reference to the NAV as at 30 June 2015, and excluding the distribution paid
in January 2015 with reference to the
NAV as at 31 December 2014). Since
the announcement of the managed wind-down of the Company, total
distributions including the above have amounted to US$284.4 million.
The Board continues to receive regular updates from the
Investment Manager on the progress made towards further
realisations. A number of exit discussions are at an advanced stage
and are expected to be completed by the end of the year. The Board
is confident that the target set in the 2014 Annual Report remains
achievable, namely; to realise approximately half of the Company’s
remaining NAV as at 31 December 2014
after January’s distribution of US$40.5
million, during 2015. This of course remains subject to
market conditions being conducive to the sale of the Company’s
holdings by the Investment Manager.
Richard
Hotchkis
27 August 2015
Investment Manager’s Report
Performance
As at 30 June 2015, the Net Asset
Values (“NAVs”) per share of the US$ and £ share classes stood at
US$5.20 and £5.11, returns of -1.52%
and -1.92% over the six months to 30 June
2015.
Portfolio
In the first six months of the year, Ashmore Global
Opportunities Limited (“AGOL”) realised a number of underlying
portfolio positions as detailed below. This enabled the declaration
of a further US$46.75m of
distributions (excluding the distribution announced in the annual
report, which was based on the 31 December
2014 NAV, and including the distribution announced on
21 July 2015 with reference to the
NAV at 30 June 2015).
In April 2015, the Ashmore Funds
realised their holdings in Pacnet, which was sold to Telstra, an
Australian telecoms company. Investors received 85% of the sale
price in cash with the remainder to be disbursed on the attainment
of certain performance hurdles.
An agreement was reached in 2014 between Alphaland Corporation
and its local Filipino shareholder group to split the assets of the
business. Bedfordbury Development Corporation (“BDC”), a
Philippines company in which the
Ashmore Funds are indirect shareholders, acquired the main
commercial asset (the “Alphaland Tower”) and the two main land
banks (Alphaland Bay City and Boracay Gateway). BDC agreed the sale
of the Alphaland Tower in early February
2015 with proceeds applied; to meet certain obligations of
the 2014 asset split transaction, to pay down senior debt, and to
provide working capital. BDC management is now discussing the
potential sale of the remaining land bank assets.
Also in February, the Ashmore Funds realised their investment in
Indostar, the Indian non-bank finance company. Indostar was
performing in line with expectations; both in terms of growth and
profitability, and the final sale price was higher than its most
recent mark which had been revalued upward by 22% in late 2014.
A part realisation of ISM was made in the first quarter of 2015,
when ISM used the proceeds of its sale of The Philippine Bank of
Communications (“PBCom”) to buy back shares from investors.
AGOL realised its direct and indirect positions in MCX, the
Mumbai Stock Exchange listed Multi Commodity Exchange, by selling
its holdings on the stock exchange; a gradual process which started
in November 2014 and was completed in
early 2015.
Following its June 2013 listing,
the Ashmore Funds realised their holdings in Al Noor, the UAE healthcare business, via a
joint placement of shares into the public market in April 2015.
Aside from the realisations mentioned above, the result for the
six months to 30 June 2015 was
negatively affected by write downs, while some mark to market price
movements contributed to performance.
AEI continues to focus on its two remaining greenfield projects;
“Fenix” in Peru and “Jaguar” in
Guatemala, while further non-core
assets have been sold off. Fenix is generating full cash flows
through the transmission of power to the state grid and management
have initiated a sale process which is expected to complete later
this year. Jaguar achieved commercial operation in May 2015 and at the time of writing, is expected
to be fully operational by August
2015. Once this has been achieved, management will begin the
sale process which is expected to complete by summer 2016. AEI was
marked up 5% during the period by the third party valuation
agent.
Microvast, which develops and manufactures fast-charge batteries
for electric vehicles, performed strongly over the period. The
company continues to supply batteries to the Chongqing region of China, and there are now over 1,000 Microvast
powered buses in operation. With a steady flow of orders and signed
contracts to supply batteries to bus companies in both London and Belgium, the business is now looking to expand
further including into the USA and
Germany.
Far East Energy engages in the acquisition, exploration,
development and production of coal bed methane gas assets in
China. Demand for energy in
China has been strong, and the
company has continued to actively “spud” new wells across its
fields. We see this domestic producer, which is backed by global
investors and industry experts, as well placed to benefit from
China’s desire to reduce its dependence on imported energy.
GZ Industries is an aluminium can manufacturer based in
Nigeria. The Nigerian market has
experienced difficult macro-economic conditions for the last 12-18
months but despite this, GZ has achieved 2014 results close to
budget. Management is focussed on getting the new plants in
Nigeria and Kenya fully contracted and on protecting the
relatively flat Nigerian market from competitor Nampak, while
exploring opportunities for further international
diversification.
Largo, the Brazilian metals and mining producer, was a detractor
from performance over the period. Production is below capacity and
vanadium is trading at a five year low. Largo recently agreed to
settle arbitration with Global Tungsten & Powders (“GTP”) for
US$11m after an award in GTP’s
favour. A private placement and debt restructuring have resulted in
the dilution of the Ashmore Funds to 5% of equity.
Asian Genco agreed to a restructuring in which the Government of
Sikkim, previously a 26% partner in the hydro project, increased
its stake to 51% converting the project from private to a public
venture. As a result the Ashmore Funds saw their positions
diluted.
Outlook
The Investment Manager is focussed on the orderly realisation of
the Company’s remaining assets. Further realisations are expected
before the end of the financial year.
Details on the Top 10 Underlying
Holdings (on a look through basis)
The tables below show the top 10 underlying investments, along
with country and industry exposures as at 30
June 2015.
Investment Name |
Holding |
|
Country |
Business
Description |
|
|
|
|
|
|
|
|
AEI |
24.77% |
|
Cayman
Islands |
Developer of Latin American power generation assets |
|
Bedfordbury |
19.34% |
|
Philippines |
Real
estate development |
|
Microvast |
4.98% |
|
China |
Manufacturer of fast-charge batteries |
|
Far East Energy
Bermuda |
3.26% |
|
China |
Gas
exploration and production |
|
GZ
Industries |
1.97% |
|
Nigeria |
Aluminium can manufacturing |
|
Largo
Resources |
1.85% |
|
Brazil |
Brazilian provider of mining services |
|
Pacnet |
0.96% |
|
Singapore |
Asian
telecoms infrastructure and service provider |
|
Emerald Plantation
Holdings |
0.56% |
|
China |
Forestry management |
|
Arcil |
0.36% |
|
India |
Reconstruction of non-performing loans |
|
ISM |
0.26% |
|
Philippines |
Telecommunications, multimedia and information technology |
|
|
|
|
|
|
|
|
Country |
%
of NAV |
|
Industry |
%
of NAV |
Cayman Islands |
24.77% |
|
Electric
Integration/ Generation |
24.77% |
Philippines |
19.61% |
|
Real Estate |
23.86% |
China |
14.62% |
|
Electrical
Components/Equipment |
4.98% |
India |
5.40% |
|
Diversified
Financial Services |
3.77% |
Russia |
3.81% |
|
Oil and Gas |
3.29% |
United Arab
Emirates |
3.10% |
|
Retail |
2.62% |
South Korea |
2.16% |
|
Miscellaneous
Manufacturing |
1.97% |
Nigeria |
1.97% |
|
Mining |
1.85% |
Brazil |
1.85% |
|
Telecommunications |
0.96% |
Qatar |
1.08% |
|
Environmental
Control |
0.59% |
|
|
|
|
|
Details on a Selection of the
Underlying Holdings
AEI
Industry: Power Generation
Country: Regional Latin
America
Website: www.aeienergy.com
Company Status: Private
Deal Type: Private Equity
Investment Risk: Equity
To develop and sell the remaining
assets by mid-2016
Operational update
- The company now consists of two operating assets (San Felippe
and Fenix) and one greenfield project (Jaguar). Management’s focus
is on selling the operating assets and completing the remaining
greenfield project prior to its sale.
- Fenix achieved its commercial operation date (COD) on
January 15 and is now generating full
cash flows through transmission of power to the state grid. Active
financing and disposal processes are ongoing and expected to
conclude this quarter.
- At the time of writing Jaguar is undergoing commissioning, with
certificates expected in August. Arbitration proceedings are
ongoing with the previous EPC contractor, the final decision on
which is also expected in August.
Key risks
- Jaguar project completion on budget/time
- CMNC arbitration
- Retention of key people to support the wind down
2015 operational
strategy/priorities
- Disposal planning for all assets
- Closure on Jaguar arbitration
- HQ cost reduction
Exit strategy
- Sale of assets individually
Bedfordbury Development
Corporation
Industry: Real Estate Development
Country: Philippines
Website: N/A
Company Status: Private
Deal Type: Private Equity
Investment Risk: Equity
Sale of the individual assets
Exit strategy
- Proceeds of US$37m from the sale
of the Ayala Avenue Tower were used to pay down the senior debt
which had been raised at the time of the Alphaland separation and
to provide working capital. A further US$25m of senior debt remains outstanding.
- Ashmore and BDC staff are now
discussing the potential sale of the two remaining undeveloped
assets: a 50% interest in the Bay City JV and a 60% interest in the
Boracay Gateway JV.
Microvast
Industry: Technology/Clean-tech
Country: China
Website: www.microvast.com
Company Status: Private
Deal Type: Private Equity
Investment Risk: Equity
China EV market in fast growth
mode
Operational update
- Microvast continues to supply batteries for both pure e-buses
and plug-in hybrid electric vehicles (PHEV) to a large number of
Chinese original equipment manufacturers (OEMs). The resulting
buses have been deployed in 19 cities in China. Wright Bus has received follow-on
orders for the London market and
VDL recently deployed 4 pure e-bus systems in Munster.
- The Company is achieving gross margins of c. 37% and net
margins of c.16%. It is on track to grow year-on-year revenues by
300%.
- Production capacity has been successfully increased to 384MW
per annum with further capacity increases planned, all fully funded
from operating cash flow.
- The Company is also working on Li-B systems for passenger
vehicles with some of the leading Chinese auto OEMs.
2015 operational priorities
- Managing fast growth by adding new facilities, increasing
production capacity and hiring/training new employees
- Large scale production of Li-B systems for passenger
vehicles
- Meeting short order timeframes from Chinese bus OEMs
- IPO planning
Key risks
- Potential over-capacity from battery production volumes both in
China and globally
- Warranty claims arising from defective cells or modules
- The Chinese government making unfavourable changes to its New
Energy Vehicle policy
Exit strategy
- Block sale pre- or post-IPO
GZ Industries Limited
Industry: Aluminium Can Manufacturing
Country: Nigeria
Website: www.gzican.com
Company Status: Active
Deal Type: Private Equity
Investment Risk: Underlying Equity
Tough trading in Nigeria; pan-African growth being pursued
Operational update
- The African growth strategy is progressing with two new plants
being built in Nigeria and
Kenya. GZ has signed a technical
partnership with Rexam Plc to support the construction of new
plants.
- Macro conditions in Nigeria
have been tough for 12-18 months which has adversely impacted
growth forecasts. Mitigation plans include diversification by
exploring opportunities in South
Africa and Israel and
exporting cans to neighbouring countries.
- Results for 2014 were close to budget. Management is focussed
on getting the new plants fully contracted and protecting the
relatively flat Nigerian market from competitor Nampak. Operational
cost cutting measures are in place to deliver budget.
- The company is pursuing an acquisition of Frigoglass, Nigeria’s
largest glass bottles business, subject to finance and shareholder
approval.
2015 operational
strategy/priorities
- Commission and contract new plants
- Launch 500ml can size in Nigeria to grow can segment and maintain
premium pricing
- Replace CEO (candidate already selected)
- Establish one additional plant with US$15-US$20m EBITDA potential
Key risks
- Slowdown in African beverages markets
- Nampak reducing prices in Nigeria
- Commissioning delays
- Talent sourcing
Exit strategy and timing
- 2017 exit through IPO or strategic sale
Largo Resources
Industry: Metals and Mining
Country: Brazil
Website: www.largoresources.com
Company Status: Public
Deal Type: Private Equity
Investment Risk: Equity
Ramping up production
Operational update
- Production proper commenced in August
2014. Certain days in July delivered 90-100% of nameplate
capacity with capacity near 80% for the remainder.
- Vanadium pricing is currently at circa US$5 per pound, a five year low and 15% down on
prior year. Largo’s cash cost is somewhat misleading, but is
currently less than US$5 and should
decline as production increases.
- Largo completed a CAD 75m private
placement and debt restructuring, extending two thirds of its
BRL 461m bank debt by three years and
agreeing a one year deferral on amortisation. As a result of the
equity raise, Ashmore Funds have been diluted to 5%.
- Largo reached a US$11m settlement
with Global Tungsten & Powders concerning a contract for the
supply of tungsten from Currais Novos. Largo is due to start making
repayments on this in 2016.
2015 operational priorities
- Ramp up production to the design capacity of 9,600 tonnes of
V2O5 concentrate by Q3 2015
- Raise equity to restructure the bank loans, including;
amortisation rescheduling, extension of maturities, repayment of
the CAD 12m bridging loan received in
March 2015 and provision of working
capital needs for 2015. (Completed in H1)
Key risks
- Vanadium pricing remains low in the commodity cycle
- Price shocks and commissioning delays would cause funding gaps
and negatively impact investor sentiment. At current share
prices funding gaps would likely result in further dilution
Exit strategy and timing
- Re-listing on main TSX exchange in 2015, and/or strategic sale
in 2016
Pacnet
Industry: Telecommunications
Country: Hong Kong and
Singapore
Website: www.pacnet.com
Company Status: Private
Deal Type: Private Equity
Investment Risk: Equity
Deferred consideration from Telstra –
final payment due 2016
Exit strategy and timing
- The deal with Telstra completed in April
2015 with sale proceeds of $350m. 85% in cash, a deferred closing adjustment
fund of US$20m and a warranty fund of
US$32.5m.
- The adjustment fund was received in June
2015; once the Closing Statement was agreed the final figure
was US$19.2m of which the Ashmore
Funds received US$8.9m.
- Provided that no warranty claims are made by Telstra, the
latter will be returned in 2 tranches – US$17.5m in April
2016 and US$15m in
November 2016.
ISM
Industry: Telecom/Banking
Country: Philippines
Website: www.ismcorp.com.ph
Company Status: Public
Deal Type: Private Equity
Investment Risk: Equity
Deferred sale process is due to
complete in May 2016
ISM Holdco
- ISM used proceeds from its sale of The Philippine Bank Of
Communications (PBCom) to buy back shares from investors in Q1
2015.
- Besides the proceeds from the sale of PBCom, ISM holds a 32.5%
equity stake in Acentic (a provider of hotel-based interactive
multimedia) and has a claim for contingent consideration on its
sale of Eastern Telecom.
Exit strategy and timing
- Ashmore Funds now hold 185m shares in ISM (circa 14% of the
original position), and have agreed a price for a deferred sale
transaction which is scheduled to complete in May 2016.
Ashmore Investment Advisors
Limited
Investment Manager
27 August 2015
Board Members
As at 30 June 2015, the Board
consisted of four non-executive Directors. The Directors are
responsible for the determination of the investment policy of
Ashmore Global Opportunities Limited (the “Company” or “AGOL”) and
have overall responsibility for the Company’s activities. As
required by the AIC Code on Corporate Governance (the “Code”), the
majority of the Board of Directors are independent of the
Investment Manager. In preparing this interim report, the
independence of each Director has been considered.
Richard Hotchkis,
Independent Chairman, (Guernsey resident) appointed
18 April 2011
Richard Hotchkis has 39 years of
investment experience. Until 2006, he was an investment manager at
the Co-operative Insurance Society, where he started his career in
1976. He has a breadth of investment experience in both UK and
overseas equities, including in emerging markets, and in
particular, investment companies and other closed ended funds,
offshore funds, hedge funds and private equity funds. Richard
is currently a director of a number of funds, including Advance
Frontier Markets Fund Limited.
Steve Hicks, Non-Independent
Director (connected to the Investment Manager), (UK resident)
appointed 16 January 2014
Steve Hicks, who is a qualified
UK lawyer, has held a number of legal and compliance roles over a
period of more than 25 years. From June
2010 until January 2014 he was
the Ashmore Group Head of Compliance. Prior thereto he was
Director, Group Compliance at the London listed private equity company 3i Group
plc.
Nigel de la Rue, Independent
Director, (Guernsey resident) appointed 16 October 2007
Nigel de la Rue graduated in 1978
from Pembroke College,
Cambridge with a degree in Social
and Political Sciences. He is qualified as an Associate of
the Chartered Institute of Bankers, as a Member of the Society of
Trust and Estate Practitioners (STEP) and as a Member of the
Institute of Directors. He was employed for 23 years by Baring
Asset Management’s Financial Services Division, where he was
responsible for the group’s Fiduciary Division and sat on the
Executive Committee. He left Baring in December 2005, one year after that Division was
acquired by Northern Trust. He has served on the Guernsey
Committees of the Chartered Institute of Bankers and STEP, and on
the Guernsey Association of Trustees, and currently holds a number
of directorships in the financial services sector.
Christopher Legge, Independent
Director, (Guernsey resident) appointed 27 August 2010
Christopher Legge has over 25
years’ experience in financial services. He qualified as
a Chartered Accountant in London in 1980 and spent the majority of
his career based in Guernsey with Ernst & Young,
including being the Senior Partner of Ernst & Young in the
Channel Islands. Christopher retired from Ernst
& Young in 2003 and currently holds a number of
directorships in the financial sector, including at BH Macro
Limited where he is Senior Independent Director and chairs the
Audit Committee.
Disclosure of Directorships in Public
Companies Listed on Recognised Stock Exchanges
The following summarises the Directors’ directorships in other
public companies:
Company
Name |
Exchange |
Richard
Hotchkis |
|
Advance Frontier
Markets Fund Limited |
AIM and CISE |
|
|
Steve
Hicks |
Nil |
|
|
Nigel de la
Rue |
Nil |
|
|
Christopher
Legge |
|
Baring Vostok
Investments PCC Limited |
CISE |
BH Macro
Limited |
London, Bermuda and
Dubai |
John Laing
Environmental Assets Group Limited |
London |
Schroder Global
Real Estate Securities Limited |
London |
Sherborne Investors
(Guernsey) B Limited |
London |
Third Point
Offshore Investors Limited |
London |
TwentyFour Select
Monthly Income Fund Limited |
London |
Directors’ Responsibility
Statement
We confirm that to the best of our knowledge:
- the condensed set of financial statements in the interim
financial report has been prepared in accordance with IAS 34
Interim Financial Reporting; and
- the interim financial report includes a fair view of the
information required by:
- DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of the important events that have occurred during the
first six months of the financial year and their impact on the
condensed set of interim financial statements; and a description of
the principal risks and uncertainties for the remaining six months
of the year ending 31 December 2015;
and
- DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period, and any changes in the related party transactions
described in the last annual report that could do so.
Signed on behalf of the Board of Directors on 27 August 2015
Richard
Hotchkis
Christopher Legge
Chairman
Chairman of the Audit Committee
Unaudited Schedule of Investments
As at 30 June 2015
Description of
investment |
Fair value
US$ |
|
%
of
net assets |
Ashmore SICAV 2
Global Liquidity US$ Fund |
28,501,780 |
|
26.50 |
Ashmore Global
Special Situations Fund 4 LP |
24,471,288 |
|
22.75 |
AEI Inc -
Equity |
15,942,888 |
|
14.82 |
Ashmore Global
Special Situations Fund 5 LP |
15,076,589 |
|
14.01 |
AA Development
Capital India Fund 1, LLC |
6,509,781 |
|
6.05 |
Ashmore Asian
Recovery Fund |
5,527,891 |
|
5.14 |
VTBC Ashmore Real
Estate Partners 1 LP |
4,020,481 |
|
3.74 |
Ashmore Global
Special Situations Fund 3 LP |
2,572,949 |
|
2.39 |
Aginyx Ordinary
Shares |
1,944,187 |
|
1.81 |
Everbright Ashmore
China Real Estate Fund LP |
1,803,148 |
|
1.68 |
Ashmore Global
Special Situations Fund 2 Limited |
726,652 |
|
0.67 |
Ashmore Asian
Special Opportunities Fund Limited |
336,362 |
|
0.31 |
Ashmore Private
Equity Turkey Fund 1 LP |
469 |
|
0.00 |
Renovavel
Investments BV New PIK/PPN |
- |
|
0.00 |
Aginyx Enterprises
Ltd Redeemable Preference Shares |
- |
|
0.00 |
|
|
|
|
Total
investments at fair value |
107,434,465 |
|
99.87 |
|
|
|
|
Net other current
assets |
135,338 |
|
0.13 |
|
|
|
|
Total net
assets |
107,569,803 |
|
100.00 |
Unaudited Condensed Statement of
Financial Position
As at 30 June 2015
|
|
30
June 2015 |
|
31
December 2014 |
|
Note |
US$ |
|
US$ |
Assets |
|
|
|
|
Cash and cash
equivalents |
|
1,697,037 |
|
14,383,849 |
Other financial
assets |
5a |
24,512 |
|
24,730,545 |
Financial assets at
fair value through profit or loss |
3 |
107,959,164 |
|
134,464,226 |
Total
assets |
|
109,680,713 |
|
173,578,620 |
|
|
|
|
|
Equity |
|
|
|
|
Capital and
reserves attributable to equity holders of the Company |
|
|
|
|
Special
reserve |
|
456,676,142 |
|
515,783,066 |
Retained
earnings |
|
(349,106,339) |
|
(345,351,728) |
Total
equity |
|
107,569,803 |
|
170,431,338 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current
liabilities |
|
|
|
|
Other financial
liabilities |
5b |
2,110,910 |
|
2,608,411 |
Financial
liabilities at fair value through profit or loss |
3 |
- |
|
538,871 |
Total
liabilities |
|
2,110,910 |
|
3,147,282 |
Total equity and
liabilities |
|
109,680,713 |
|
173,578,620 |
|
|
|
|
|
Net asset
values |
|
|
|
|
Net assets per US$
share |
8 |
US$5.20 |
|
US$5.28 |
Net assets per £
share |
8 |
£5.11 |
|
£5.21 |
The unaudited condensed interim financial statements were
approved by the Board of Directors on 27
August 2015, and were signed on its behalf by:
Richard
Hotchkis
Christopher Legge
Chairman
Chairman of the Audit Committee
The accompanying notes form an integral part of these financial
statements.
Unaudited Condensed Statement of
Comprehensive Income
For the six months ended 30 June
2015
|
|
Six months ended
30 June 2015 |
|
Six months ended
30 June 2014 |
|
Note |
US$ |
|
US$ |
|
|
|
|
|
Interest
income |
|
1,791 |
|
65 |
Dividend
income |
|
33,746,388 |
|
1,227,097 |
Net foreign
currency loss |
|
(295,318) |
|
(189,997) |
Other net changes
in fair value on financial assets and liabilities at fair value
through profit or loss |
4 |
(37,072,063) |
|
(6,925,485) |
Total net
loss |
|
(3,619,202) |
|
(5,888,320) |
|
|
|
|
|
Expenses |
|
|
|
|
Net investment
management fees |
|
(360,451) |
|
(1,900,316) |
Incentive fees |
|
(163,381) |
|
138,519 |
Directors’
remuneration |
|
(72,292) |
|
(113,583) |
Fund administration
fees |
|
(11,524) |
|
(21,102) |
Custody fees |
|
(6,126) |
|
(10,551) |
Other operating
expenses |
|
478,365* |
(355,073) |
Total operating
expenses |
|
(135,409) |
|
(2,262,106) |
|
|
|
|
|
Operating loss
for the period |
|
(3,754,611) |
|
(8,150,426) |
|
|
|
|
|
Other comprehensive
income |
|
- |
|
- |
Total
comprehensive loss for the period |
|
(3,754,611) |
|
(8,150,426) |
|
|
|
|
|
Earnings per
share |
|
|
|
|
Basic and
diluted loss per US$ share |
9 |
US$(0.09) |
|
US$(0.34) |
Basic and
diluted loss per £ share |
9 |
US$(0.31) |
|
US$(0.22) |
All items derive from continuing activities.
* The credit to other expenses represents the reversal of
accruals as a result of a reduction in expenses as the Company
continues to wind down.
The accompanying notes form an integral part of these financial
statements.
Unaudited Condensed Statement of
Changes in Equity
For the six months ended 30 June
2015
|
|
|
Special |
|
Retained |
|
|
|
|
|
reserve |
|
earnings |
|
Total |
|
Note |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
|
Total equity as
at 1 January 2015 |
|
|
515,783,066 |
|
(345,351,728) |
|
170,431,338 |
Total comprehensive
loss for the period |
|
|
- |
|
(3,754,611) |
|
(3,754,611) |
Capital
distribution |
7 |
|
(59,106,924) |
|
- |
|
(59,106,924) |
Total equity as
at 30 June 2015 |
|
|
456,676,142 |
|
(349,106,339) |
|
107,569,803 |
|
|
|
|
|
|
|
|
Total equity as
at 1 January 2014 |
|
|
579,014,573 |
|
(300,822,334) |
|
278,192,239 |
Total comprehensive
loss for the period |
|
|
- |
|
(8,150,426) |
|
(8,150,426) |
Capital
distribution |
7 |
|
(35,245,636) |
|
- |
|
(35,245,636) |
Total equity as
at 30 June 2014 |
|
|
543,768,937 |
|
(308,972,760) |
|
234,796,177 |
The accompanying notes form an integral part of these financial
statements.
Unaudited Condensed Statement of Cash Flows
For the six months ended 30 June
2015
|
Six months ended
30 June 2015 |
|
Six months ended
30 June 2014 |
|
US$ |
|
US$ |
Cash flows from
operating activities |
|
|
|
Net bank interest
received |
1,791 |
|
65 |
Dividends
received |
50,921,982 |
|
1,227,097 |
Operating expenses
paid |
(647,256) |
|
(2,986,720) |
Net cash
from/(used in) operating activities |
50,276,517 |
|
(1,759,558) |
|
|
|
|
Cash flows from
investing activities |
|
|
|
Sales of
investments and returns of capital |
76,424,671 |
|
- |
Purchases of
investments in liquidity funds |
(78,001,780) |
|
- |
Net cash flows on
derivative instruments and foreign exchange |
(2,279,296) |
|
6,224,390 |
Net cash (used
in)/from investing activities |
(3,856,405) |
|
6,224,390 |
|
|
|
|
Cash flows from
financing activities |
|
|
|
Capital
distributions |
(59,106,924) |
|
(35,245,636) |
Net cash used in
financing activities |
(59,106,924) |
|
(35,245,636) |
|
|
|
|
Net decrease in
cash and cash equivalents |
(12,686,812) |
|
(30,780,804) |
|
|
|
|
Reconciliation of net cash flows to movement in cash and cash
equivalents |
|
|
|
|
|
|
Cash and cash
equivalents at the beginning of the period |
14,383,849 |
|
41,013,703 |
Decrease in cash
and cash equivalents |
(12,686,812) |
|
(30,780,804) |
Cash and cash
equivalents at the end of the period |
1,697,037 |
|
10,232,899 |
The accompanying notes form an integral part of these financial
statements.
Notes to the Unaudited Condensed
Interim Financial Statements
- Basis of Preparation
a) Statement of Compliance
These unaudited condensed interim financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting and
on a going concern basis, despite the managed wind-down of the
Company approved by the shareholders on 13
March 2013. The Directors have examined significant areas of
possible financial going concern risk and are satisfied that no
material exposures exist. The Directors therefore consider that the
Company has adequate resources to continue in operational existence
for the foreseeable future and after due consideration believe that
it is appropriate to adopt the going concern basis despite the
managed wind-down of the Company over the next few years.
These unaudited condensed interim financial statements do not
include as much information as the annual financial statements, and
should be read in conjunction with the audited financial statements
of the Company for the year ended 31
December 2014. Selected explanatory notes are included to
explain events and transactions that are relevant to understanding
the changes in financial position and performance of the Company
since the last annual financial statements.
These unaudited condensed interim financial statements were
authorised for issue by the Board of Directors on 27 August 2015.
b) Judgements and Estimates
Preparing the unaudited condensed interim financial statements
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities income and expenses. Actual results
may differ from these estimates. The significant judgements made by
management in applying the Company’s accounting policies, and the
key sources of estimation uncertainty, were the same as those that
applied to the audited financial statements of the Company for the
year ended 31 December 2014.
- Summary of Significant Accounting Policies
The Board has concluded that at present the managed wind-down of
the Company has no significant impact on the valuation of the
Company’s investments.
The accounting policies applied in these unaudited condensed
interim financial statements are the same as those applied in the
Company’s audited financial statements for the year ended
31 December 2014.
- Financial Assets and Liabilities at Fair Value through
Profit or Loss
|
|
|
|
|
|
30
June 2015 |
31
December 2014 |
|
|
|
|
|
|
US$ |
US$ |
Financial assets held for trading: |
|
|
|
-
Derivative financial assets |
|
524,699 |
16,430 |
Total financial assets held for trading |
|
524,699 |
16,430 |
|
|
|
|
|
|
|
|
Designated at fair value through profit or loss at inception: |
|
|
|
-
Equity investments |
|
107,434,465 |
134,447,796 |
Total designated at fair value through profit or loss at
inception |
|
107,434,465 |
134,447,796 |
Total financial assets at fair value through profit or
loss |
|
107,959,164 |
134,464,226 |
There were no significant changes to the Company’s direct equity
other than valuation movements.
As at 30 June 2015, derivative
financial assets comprised forward foreign currency contracts as
follows:
Currency
Bought |
Amount
Bought |
|
Currency
Sold |
Amount
Sold |
|
Maturity
Date |
Unrealised
Gain |
GBP |
36,842,698 |
|
US$ |
57,400,555 |
|
14/08/2015 |
524,699 |
Derivative financial assets |
|
|
524,699 |
As at 31 December 2014, derivative
financial assets comprised forward foreign currency contracts as
follows:
Currency
Bought |
Amount
Bought |
|
Currency
Sold |
Amount
Sold |
|
Maturity
Date |
Unrealised
Gain |
US$ |
3,198,215 |
|
GBP |
2,041,330 |
|
17/02/2015 |
16,430 |
Derivative financial assets |
|
|
16,430 |
|
|
|
|
|
|
30
June 2015 |
31
December 2014 |
|
|
|
|
|
|
US$ |
US$ |
Financial liabilities held for trading: |
|
|
|
-
Derivative financial liabilities |
|
- |
(538,871) |
Total financial liabilities held for trading |
|
- |
(538,871) |
As at 30 June 2015, there were no
derivative financial liabilities held by the Company.
As at 31 December 2014, derivative
financial liabilities comprised forward foreign currency contracts
as follows:
Currency
Bought |
Amount
Bought |
|
Currency
Sold |
Amount
Sold |
|
Maturity
Date |
Unrealised
Loss |
GBP |
67,358,975 |
|
US$ |
105,530,125 |
|
17/02/2015 |
(538,871) |
Derivative financial liabilities |
|
|
(538,871) |
- Net Gain/Loss from Financial Assets and Liabilities at Fair
Value through Profit or Loss
|
|
|
|
|
|
30
June 2015 |
31
December 2014 |
|
|
|
|
|
|
US$ |
US$ |
Other
net changes in fair value through profit or loss: |
|
|
|
-
Realised |
|
(6,014,127) |
(20,853,104) |
-
Change in unrealised |
|
(31,057,936) |
(71,233,323) |
Total loss |
|
(37,072,063) |
(92,086,427) |
|
|
|
|
|
|
|
|
Other
net changes in fair value on derivative assets held for
trading |
(936,838) |
(6,576,846) |
Other
net changes in fair value on assets designated at fair value
through profit or loss |
(36,135,225) |
(85,509,581) |
Total net loss |
|
(37,072,063) |
(92,086,427) |
- Other Financial Assets and Liabilities
- Other financial assets:
Other financial assets relate to prepaid expenses and comprised
the following:
|
|
|
|
|
|
30
June 2015 |
31
December 2014 |
|
|
|
|
|
|
US$ |
US$ |
Dividends receivable |
|
- |
17,175,594 |
Due
from brokers |
|
- |
7,544,785 |
Prepaid
Directors' insurance |
|
24,364 |
10,166 |
Prepaid
regulatory fees |
|
148 |
- |
|
|
|
|
|
|
24,512 |
24,730,545 |
- Other financial liabilities:
Other financial liabilities relate to accounts payable and
accrued expenses, and comprised the following:
|
|
|
|
|
|
30
June 2015 |
31
December 2014 |
|
|
|
|
|
|
US$ |
US$ |
Management fee payable (net) |
|
79,721 |
117,712 |
Incentive fee payable |
|
1,890,098 |
1,726,717 |
Other
accruals |
|
141,091 |
763,982 |
|
|
|
|
|
|
2,110,910 |
2,608,411 |
The net management fee payable includes a rebate of US$16,323 (31 December
2014: US$102,437) due from the
Investment Manager in accordance with the Investment Management
Agreement.
- Financial Instruments
a) Financial risk management
The Company’s financial risk management objectives and policies
are consistent with those disclosed in the audited financial
statements of the Company for the year ended 31 December 2014.
b) Carrying amounts versus fair values
As at 30 June 2015, the carrying
values of financial assets and liabilities presented in the
Unaudited Condensed Statement of Financial Position approximate
their fair values.
c) Financial instruments carried at fair value - fair value
hierarchy
The Company classifies fair value measurements using a fair
value hierarchy that reflects the significance of the inputs used
in making the measurements. The fair value hierarchy has the
following levels:
- Level 1: Quoted prices (unadjusted) in an active market for
identical instruments.
- Level 2: Valuation techniques based on observable inputs,
either directly (i.e. as prices) or indirectly (i.e. derived from
prices). This category includes instruments valued using: quoted
prices in active markets for similar instruments; quoted prices for
identical or similar instruments in markets that are considered
less than active; or other valuation techniques for which all
significant inputs are directly or indirectly observable from
market data.
- Level 3: Valuation techniques using significant unobservable
inputs. This category includes all instruments for which the
valuation technique includes inputs not based on observable market
data and the unobservable inputs have a significant effect on the
instrument’s valuation. This category includes instruments that are
valued based on quoted prices for similar instruments for which
significant unobservable adjustments or assumptions are required to
reflect differences between the instruments.
The level in the fair value hierarchy within which the fair
value measurement is categorised is determined on the basis of the
lowest level input that is significant to the fair value
measurement. For this purpose, the significance of an input is
assessed against the fair value measurement in its entirety. If a
fair value measurement uses observable inputs that require
significant adjustment based on unobservable inputs, that
measurement is a level 3 measurement. Assessing the significance of
a particular input to the fair value measurement in its entirety
requires judgement, considering factors specific to the asset or
liability.
The Company considers observable market data to be that market
data which is readily available, regularly distributed or updated,
reliable and verifiable, not proprietary, and provided by
independent sources that are actively involved in the relevant
market.
The Company recognises transfers between levels 1, 2 and 3 based
on the date of the event or change in circumstances that caused the
transfer. This policy on the timing of recognising transfers is the
same for transfers into a level as for transfers out of a
level.
There were no transfers to or from level 3 during the
period.
The following table analyses within the fair value hierarchy the
Company’s financial assets and liabilities at fair value through
profit and loss (by class) measured at fair value as at
30 June 2015:
|
Level 1 |
Level 2 |
Level 3 |
Total balance |
Financial assets
at fair value
through profit and loss |
|
|
|
|
Financial assets
held for trading: |
|
|
|
|
- Derivative
financial assets |
- |
524,699 |
- |
524,699 |
Financial assets
designated at fair value through profit or loss at inception: |
|
|
|
|
- Equity
investments |
30,445,967 |
- |
76,988,498 |
107,434,465 |
Total |
30,445,967 |
524,699 |
76,988,498 |
107,959,164 |
The following table analyses within the fair value hierarchy the
Company’s financial assets and liabilities at fair value through
profit and loss (by class) measured at fair value as at
31 December 2014:
|
Level 1 |
Level 2 |
Level 3 |
Total balance |
Financial assets
at fair value
through profit and loss |
|
|
|
|
Financial assets
held for trading: |
|
|
|
|
- Derivative
financial assets |
- |
16,430 |
- |
16,430 |
Financial assets
designated at fair value through profit or loss at inception: |
|
|
|
|
- Equity
investments |
8,779,524 |
- |
125,668,272 |
134,447,796 |
Total |
8,779,524 |
16,430 |
125,668,272 |
134,464,226 |
|
|
|
|
|
Financial
liabilities at fair value
through profit and loss |
|
|
|
|
Financial
liabilities held for trading: |
|
|
|
|
- Derivative
financial liabilities |
- |
538,871 |
- |
538,871 |
Total |
- |
538,871 |
- |
538,871 |
Level 1 assets include Aginyx Ordinary
Shares (MCX) and the Ashmore SICAV 2 Global Liquidity US$ Fund.
Level 2 assets and liabilities include forward foreign
currency contracts that are calculated internally using observable
market data.
Level 3 assets include all unquoted funds, limited
partnerships and unquoted investments. Investments in unquoted
funds and limited partnerships are valued on the basis of the
latest Net Asset Value, which represents the fair value, as
provided by the administrator of the unquoted fund at the close of
business on the relevant valuation day. Unquoted funds have been
classified as level 3 assets after consideration of their
underlying investments, lock-up periods and liquidity.
The following table presents the movement in level 3 instruments
for the period ended 30 June
2015.
|
|
Equity securities |
Opening balance as
at 1 January 2015 |
|
|
|
125,668,272 |
Sales and returns
of capital |
|
|
|
(20,151,086) |
Gains
and losses recognised in profit and loss * |
|
|
(28,528,688) |
Closing balance
as at 30 June 2015 |
|
|
|
76,988,498 |
* Gains and losses recognised in profit and loss include
unrealised results of US$(389,498,518) on existing level 3 instruments
as at 30 June 2015.
Total gains and losses included in the Unaudited Condensed
Statement of Comprehensive Income are presented in “Other net
changes in fair value on financial assets and liabilities at fair
value through profit or loss”.
Valuation methodology of level 3
assets held directly by the Company and indirectly by the Company
through its investments in the underlying Ashmore Funds
The Pricing Methodology and Valuation Committee (PMVC) which has
been authorised as an Approved Person to provide valuations to the
Administrator, operates and meets to consider the methods for
pricing hard-to-value investments where a reliable pricing source
is not available, if an asset does not trade regularly, or in the
case of a significant event (such as a major economic event or
market volatility outside of local market hours). These
assets, which are classified within level 3, may include all asset
types but are frequently ‘Special Situations’ style investments,
typically incorporating distressed, illiquid or private equity
assets.
For these hard-to-value investments, the methodology and models
used to determine fair value are created in accordance with the
International Private Equity and Venture Capital Valuation (IPEV)
guidelines by experienced personnel at an independent third-party
valuation specialist. The valuation is then subject to review,
amendment if necessary, then approval, firstly by the PMVC, and
then by the Board of Directors of the Company.
Valuation techniques used by the third-party valuation
specialists include the market approach, the income approach or the
cost approach for which sufficient and reliable data is available.
Within level 3, the use of the market approach generally consists
of using comparable market transactions, while the use of the
income approach generally consists of the net present value of
estimated future cash flows, adjusted as deemed appropriate for
liquidity, credit, market and/or other risk factors.
Inputs used by the third-party valuation specialist in
estimating the value of level 3 investments may include the
original transaction price, recent transactions in the same or
similar instruments, completed or pending third-party transactions
in the underlying investment or comparable issuers, subsequent
rounds of financing, recapitalisations and other transactions
across the capital structure, offerings in the equity or debt
capital markets, and changes in financial ratios or cash flows.
Level 3 investments may also be adjusted to reflect illiquidity
and/or non-transferability.
The following tables show the valuation techniques and the key
unobservable inputs used in the determination of the fair value of
level 3 direct investments:
|
Balance as at
30 June 2015 |
|
Valuation
methodology |
Unobservable
inputs |
Range |
|
US$ |
|
|
|
|
Equity in private
companies |
15,942,888 |
|
Comparable and |
- Forecast annual
revenue growth rate |
N/A |
|
|
|
Discounted
Cashflows |
- Forecast EBITDA
margin |
|
|
|
|
|
- Risk adjusted
discount rate |
|
|
|
|
|
- Market
multiples |
|
Investments in
unlisted Funds |
61,045,610 |
|
Net Asset
Value |
Inputs to Net Asset
Value |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at
31 December 2014 |
|
Valuation
methodology |
Unobservable
inputs |
Range |
|
US$ |
|
|
|
|
Equity in private
companies |
15,125,986 |
|
Comparable and |
- Forecast annual
revenue growth rate |
N/A |
|
|
|
Discounted
Cashflows |
- Forecast EBITDA
margin |
|
|
|
|
|
- Risk adjusted
discount rate |
|
|
|
|
|
- Market
multiples |
|
Investments in
unlisted Funds |
110,542,286 |
|
Net Asset
Value |
Inputs to Net Asset
Value |
N/A |
The Company believes that its estimates of fair value are
appropriate; however the use of different methodologies or
assumptions could lead to different measurements of fair value. For
fair value investments in level 3, changing one or more of the
assumptions used to alternative assumptions would result in an
increase or decrease in net assets attributable to investors. Due
to the numerous different factors affecting the assets, the impact
cannot be reliably quantified. It is reasonably possible on the
basis of existing knowledge, that outcomes within the next
financial period that are different from the assumptions used could
require a material adjustment to the carrying amounts of affected
assets.
- Capital and Reserves
Share Conversion
The following share conversions took place during the period
ended 30 June 2015:
Transfers from |
Transfers to |
Number of shares
to switch out |
|
Number of shares
to switch in |
£ shares |
US$ shares |
1,046,982 |
|
1,594,254 |
Compulsory Redemptions
Following the approval by the Company’s shareholders of the
wind-down proposal as described in the circular published on
20 February 2013, during the period
ended 30 June 2015, the Company
announced partial returns of capital to shareholders by way of
compulsory partial redemptions of shares with the following
redemption dates:
- 30 January 2015, using the
31 December 2014 Net Asset Value;
and
- 1 May 2015, using the
31 March 2015 Net Asset Value.
The amounts applied to the partial redemptions of
shares comprised monies from the realisation of the
Company’s investments up to and including the reference NAV
calculation dates pursuant to the wind-down of the Company.
During the period, the following shares were redeemed by way of
compulsory partial redemptions of shares:
|
|
Number of ordinary shares redeemed |
|
Consideration in US$ |
US$ shares |
|
4,882,690 |
|
25,373,355 |
£ shares |
|
4,394,592 |
|
33,733,569 |
|
|
|
|
59,106,924 |
Voting rights
The voting rights each share is entitled to in a poll at any
general meeting of the Company (applying the Weighted Voting
Calculation as described in the Prospectus published by the Company
on 6 November 2007) are as
follows:
US$ shares: |
1.0000 |
£ shares: |
2.0288 |
The above figures may be used by shareholders as the denominator
for calculations to determine if they are required to notify their
interest in, or a change to their interest in the Company under the
FCA’s Disclosure and Transparency Rules.
- Net Asset Value
The Net Asset Value of each US$ and £ share is determined by
dividing the total net assets of the Company attributable to the
US$ and £ share classes by the number of US$ and £ shares in issue
respectively at the period end as follows:
As at 30 June
2015 |
Net assets
attributable to each
share class in US$ |
Shares in issue |
Net assets
per share
in US$ |
Net assets
per share
in local currency |
US$ shares |
50,249,255 |
9,660,205 |
5.20 |
5.20 |
£ shares |
57,320,548 |
7,130,476 |
8.04 |
5.11 |
|
107,569,803 |
|
|
|
As at 31 December
2014 |
Net assets
attributable to each
share class in US$ |
Shares in issue |
Net assets
per share
in US$ |
Net assets
per share
in local currency |
US$ shares |
68,325,380 |
12,948,641 |
5.28 |
5.28 |
£ shares |
102,105,958 |
12,572,050 |
8.12 |
5.21 |
|
170,431,338 |
|
|
|
The allocation of the Company’s Net Asset Value between share
classes is further described in the Company’s Prospectus.
- Earnings per Share (EPS)
The calculation of the earnings per US$ and £ share is based on
the gain/(loss) for the period attributable to US$ and £
shareholders and the respective weighted average number of shares
in issue for each share class during the period.
The loss attributable to each share class for the period ended
30 June 2015 was as follows:
|
|
|
US$
share |
|
£
share |
Issued shares at
the beginning of the period |
|
|
12,948,641 |
|
12,572,050 |
Effect
on the weighted average number of shares: |
|
|
|
|
- Conversion of
shares |
|
|
718,492 |
|
(470,522) |
- Compulsory
redemption of shares |
|
|
(3,161,872) |
|
(2,955,678) |
Weighted average
number of shares |
|
|
10,505,261 |
|
9,145,850 |
Loss per share
class (US$) |
|
|
(900,731) |
|
(2,853,880) |
EPS (US$) |
|
|
(0.09) |
|
(0.31) |
There were no dilutive instruments in issue during the
period.
The loss attributable to each share class for the period ended
30 June 2014 was as follows:
|
|
|
US$
share |
|
£
share |
Issued shares at
the beginning of the period |
|
|
15,462,002 |
|
17,690,012 |
Effect
on the weighted average number of shares: |
|
|
|
|
- Conversion of
shares |
|
|
266,330 |
|
(160,485) |
- Compulsory
redemption of shares |
|
|
(1,646,498) |
|
(1,883,715) |
Weighted average
number of shares |
|
|
14,081,834 |
|
15,645,812 |
Loss per share
class (US$) |
|
|
(4,746,356) |
|
(3,404,069) |
EPS (US$) |
|
|
(0.34) |
|
(0.22) |
There were no dilutive instruments in issue during the
period.
- Segmental Reporting
Although the Company has two share classes and invests in
various investment themes, it is organised and operates as one
business and one geographical segment, as the principal focus is on
emerging market strategies, mainly achieved via investments in
funds domiciled in Europe but
investing globally. Accordingly, all significant operating
decisions are based upon analysis of the Company as one segment.
The financial results from this segment are equivalent to the
financial statements of the Company as a whole. Additionally, the
Company’s performance is evaluated on an overall basis. The
Company’s management receives financial information prepared under
IFRS and, as a result, the disclosure of separate segmental
information is not required.
- Ultimate Controlling Party
In the opinion of the Directors and on the basis of
shareholdings advised to them, the Company has no ultimate
controlling party.
- Involvement with Unconsolidated Structured Entities
The table below describes the types of structured entities that
the Company does not consolidate but in which it holds an
interest.
Type of structured
entity |
Nature and
purpose |
|
Interest held by
the Company |
Investment
funds |
To manage assets on
behalf of third party investors. These vehicles are financed
through the issue of units to investors. |
|
Investments in
units issued by the Funds |
The table below sets out interests held by the Company in
unconsolidated structured entities. The maximum exposure to loss is
the carrying amount of the financial assets held.
Investment in
unlisted investment funds |
Number of
investee funds |
|
Total
net assets |
|
Carrying amount included in "Financial assets at fair value through
profit or loss" |
Special Situations
Private Equity Funds |
8 |
|
319,196,850 |
|
55,221,981 |
Real Estate
Funds |
2 |
|
60,739,310 |
|
5,823,629 |
During the period, the Company did not provide financial support
to these unconsolidated structured entities and the Company has no
intention of providing financial or other support, except for the
outstanding commitments disclosed in note 14 to the financial
statements.
- Related Party Transactions
Parties are considered to be related if one party has the
ability to control the other party or to exercise significant
influence over the other party in making financial or operational
decisions.
The Directors are responsible for the determination of the
investment policy of the Company and have overall responsibility
for the Company’s activities. The Company’s investment portfolio is
managed by Ashmore Investment Advisors Limited*.
The Company and the Investment Manager entered into an
Investment Management Agreement under which the Investment Manager
has been given responsibility for the day-to-day discretionary
management of the Company’s assets (including uninvested cash) in
accordance with the Company’s investment objectives and policies,
subject to the overall supervision of the Directors and in
accordance with the investment restrictions in the Investment
Management Agreement and the Articles of Incorporation.
During the period ended 30 June
2015, the Company had the following related party
transactions:
|
|
Income/ |
|
Receivable/ |
|
|
(Expense) |
|
(Payable) |
Related
Party |
Nature |
US$ |
|
US$ |
Ashmore Investment
Advisors Limited* |
Management fees
(net) |
(360,451) |
|
(79,721) |
Ashmore Investment
Advisors Limited* |
Incentive fees |
(163,381) |
|
(1,890,098) |
Board of
Directors |
Directors’
fees |
(72,292) |
|
(14,208) |
|
|
|
|
|
|
|
Investment Activity |
|
|
|
|
US$ |
|
|
Related funds |
Purchases |
(78,000,000) |
|
|
Related funds |
Sales |
65,805,865 |
|
|
Related funds |
Dividends |
33,092,688 |
|
|
* Ashmore Investment Management Limited until 18 July 2014.
During the period ended 30 June
2014, the Company engaged in the following related party
transactions:
|
|
Income/ |
|
Receivable/ |
|
|
(Expense) |
|
(Payable) |
Related
Party |
Nature |
US$ |
|
US$ |
Ashmore Investment
Management Limited |
Management fees
(net) |
(1,900,316) |
|
(144,647) |
Ashmore Investment
Management Limited |
Incentive fees |
138,519 |
|
(1,779,391) |
Ashmore Investment
Management Limited |
Promotional
fees |
(79,430) |
|
(172,334) |
Board of
Directors |
Directors’
fees |
(113,583) |
|
(56,108) |
|
|
|
|
|
|
|
Investment Activity |
|
|
|
|
US$ |
|
|
Related funds |
Dividends |
1,227,097 |
|
|
Related funds are other funds managed by Ashmore Investment
Advisors Limited or its associates.
During the period ended 30 June
2015, Directors’ remuneration was as follows:
Chairman: |
|
£31,500 per
annum |
Chairman of the
Audit Committee: |
|
£31,500 per
annum |
Independent
Directors: |
|
£29,700 per
annum |
Non-Independent
Director: |
|
waived |
The Directors had the following beneficial interests in the
Company:
|
30
June 2015 |
31
December 2014 |
|
£
ordinary shares |
£
ordinary shares |
Nigel de la
Rue |
1,390 |
2,177 |
Christopher
Legge |
870 |
1,360 |
Richard
Hotchkis |
524 |
818 |
Purchases and sales of the Ashmore SICAV 2 Global Liquidity Fund
(“Global Liquidity Fund”) were solely related to the cash
management of US dollars on account. Funds are swept into the
S&P AAAm rated Global Liquidity Fund and returned as and when
required for asset purchases or distributions. The Global Liquidity
Fund is managed under the dual objectives of the preservation of
capital and the provision of daily liquidity, investing exclusively
in very highly rated short-term liquid money market securities.
- Commitments
During the year ended 31 December
2010, the Company entered into a subscription agreement with
Everbright Ashmore China Real Estate Fund LP for a total commitment
of US$10 million. As at 30 June 2015, the outstanding commitment was
US$529,455 (31
December 2014: US$529,455).
During the year ended 31 December
2011, the Company increased its commitment to VTBC Ashmore
Real Estate Partners 1 LP to a total of €11.4 million. As at
30 June 2015, the outstanding
commitment was €243,474 (31 December
2014: €243,474).
During the year ended 31 December
2011, the Company entered into a subscription agreement with
AA Development Capital India Fund LP for an initial commitment of
US$4,327,064, which was subsequently
increased to US$23,581,027. AA
Development Capital India Fund LP was dissolved by its General
Partner on 28 June 2013 with all
outstanding commitments transferred to AA Development Capital India
Fund 1 LLC. As at 30 June 2015, the
outstanding commitment was US$6,261,340 (31 December
2014: US$6,261,340).
- Subsequent Events
Compulsory Redemption of Shares
The following compulsory redemption of shares occurred on
31 July 2015 with reference to the
30 June 2015 Net Asset Value:
|
|
Number of ordinary shares redeemed |
|
Consideration in US$ |
US$ shares |
|
2,446,900 |
|
12,729,250 |
£ shares |
|
1,806,071 |
|
14,521,136 |
|
|
|
|
27,250,386 |
Corporate Information
Directors
Richard Hotchkis
Nigel de la Rue
Christopher Legge
Steve Hicks |
Custodian
Northern Trust (Guernsey) Limited
PO Box 71
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA
Channel Islands |
Registered Office
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Channel Islands |
Auditor
KPMG Channel Islands Limited
Glategny Court
Glategny Esplanade
St Peter Port
Guernsey
GY1 1WR
Channel Islands |
Administrator, Secretary and Registrar
Northern Trust International Fund
Administration Services (Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Channel Islands |
Advocates to the Company
Carey Olsen
Carey House
Les Banques
St Peter Port
Guernsey
GY1 4BZ
Channel Islands |
Investment Manager
Ashmore Investment Advisors Limited
61 Aldwych
London
WC2B 4AE
United Kingdom |
UK
Solicitor to the Company
Slaughter and May
One Bunhill Row
London
EC1Y 8YY
United Kingdom |
Brokers
J.P. Morgan Cazenove
20 Moorgate
London
EC2R 6DA
United Kingdom
Jefferies International Limited
Vintners Place
68 Upper Thames Street
London
EC4V 3BJ
United Kingdom |
UK
Transfer Agent
Computershare Investor Services PLC
The Pavilions
Bridgewater Road
Bristol
BS13 8AE
United Kingdom
Website
Performance and portfolio information for shareholders can be found
at:
www.agol.com |