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Annual Financial Report

26 Apr 2012 14:01

RNS Number : 1571C
Ashmore Global Opportunities Ltd
26 April 2012
 



Ashmore Global Opportunities Limited ("AGOL", or the "Company")

 

Annual Results

For the year ended 31 December 2011

 

The financial information set out in this announcement do not constitute the Company's statutory accounts for the year ended 31 December 2011. All figures are based on the audited financial statements for the year ended 31 December 2011.

 

The financial information for the year ended 31 December 2011 is derived from the financial statements delivered to the UK Listing Authority. The Auditors reported on those accounts, their report was unqualified and did not contain a statement under Section 263(2) and 263(3) of The Companies (Guernsey) Law, 2008.

 

The announcement is prepared on the same basis as will be set out in the annual accounts.

 

The Annual Report will shortly be posted to shareholders and will also be available on the company website: www.agol.com

 

Financial Highlights

 

31 December 2011

31 December 2010

Total Net Assets

US$512,819,581

US$593,213,510

Net Asset Value per Share

US$ Shares

US$8.61

US$9.69

€ Shares

€8.24

€9.40

£ Shares

£8.48

£9.58

Closing-Trade Share Price

US$ Shares

US$6.45

US$7.79

€ Shares

€6.38

€7.63

£ Shares

£6.45

£7.90

Discount to Net Asset Value

US$ Shares

(25.09)%

(19.61)%

€ Shares

(22.57)%

(18.83)%

£ Shares

(23.94)%

(17.54)%

 

 

Chairman's Statement

 

The improvement in risk perception in 2010 continued in the first half of 2011 but was sharply reversed in the second half of 2011. As the problems in Greece continued, and the US suffered a downgrade in its credit rating by Standard & Poor's, investors switched aggressively to a "risk-off" position. This was particularly true of global equity and fixed income investors, who, having built up exposure to emerging markets outside the core markets in their benchmarks, decided to limit their benchmark risk by selling their emerging markets exposure. Publicly traded equities in emerging markets fell 23.2% in Q3 2011, and 20.4% over the full year 2011, as measured by the MSCI Emerging Markets Index.

 

Ashmore Global Opportunities Limited's ("AGOL" or the "Company") investment objective is to deploy capital in a diversified portfolio of global emerging markets strategies, with a principal focus on Special Situations, which are actively managed in order to maximise total returns. This is achieved by dynamically allocating the Company's assets to Funds managed by Ashmore Investment Management Limited ("Ashmore") across a range of investment themes, although major reallocation away from Special Situations can only generally be achieved over a period of time by realisation of the underlying investments.

 

During 2011, the Company's portfolio has remained heavily weighted to Special Situations. The proportion of the Company's net asset value invested in Special Situations began the year at about 80% and ended the year at about 85%. The largest exposures were achieved through Ashmore Global Special Situations Fund 4 ("GSSF 4") and the Ashmore Asian Recovery Fund ("ARF"), which together represented over 50% of AGOL's total exposure as at 31 December 2011. Your Board expects that the Company's exposure to Special Situations will remain at or around the current levels, thus maintaining AGOL's exposure to multiple vintages of Special Situations investments, as was intended when the Company was launched in 2007.

 

The Company's Net Asset Value increased in the first seven months of the year, but suffered significant mark-to-market losses in the last five months, in line with the broader sector, so that the full year NAV performance was negative. Ashmore's Funds utilise a robust and consistent valuation methodology based upon third-party valuations. As many of the holdings to which the Company has exposure are now quite mature, these are increasingly valued on the same basis as publicly traded comparable companies. The steep fall in publicly traded emerging markets' equities was thus translated in the valuations of a number of the Company's holdings. At the end of 2011, the NAVs of the US dollar, Sterling and Euro classes stood at US$8.61, £8.48, and €8.24, decreases of 9.44%, 9.79% and 10.65% respectively over the year, taking into account the special dividend paid in May 2011.

 

Over 2011, AGOL received distributions from its investments in Special Situations of US$86.4 million, or 14.6% of its Net Asset Value at the start of 2011. The Company distributed US$20.1 million in a special dividend and share repurchases, and re-invested US$90.7 million in Special Situations investments. These new investments in Special Situations were made predominantly in mature Funds, e.g. Global Special Situations Funds 2, 3, and 4. As these Funds are all in their exit period, the new investments are expected to be realised relatively quickly. The difference between distributions received, on one hand, and cash spent on new investments and on distributions made by the Company, on the other hand, was financed by a reduction in the Company's holdings of Funds which invest in publicly traded securities. As such, the percentage of the Company invested in Special Situations investments rose to about 85% at the end of the year, from about 80% at the beginning.

 

Ashmore believes there is embedded value within AGOL's existing portfolio assets which may be recognised as such assets are realised but which is not necessarily recognised by mark-to-market valuations. The most significant recent example of the exit values which can achieved in excess of the mark-to-market valuation was the partial realisation in AEI, a company which manages, operates and owns interests in essential energy infrastructure assets in emerging markets. In January 2011, AEI announced the beginning of a major restructuring and repositioning of the company. AEI sold its interests in ten operating companies to nine separate parties for about US$4.8 billion, representing about 80% of AEI's total assets. Prior to the transaction, AEI was valued at US$11 per share. In May 2011, AEI paid out a dividend of US$12 per share, whilst retaining 20% of its assets and has paid down some of its debt.

 

Many of the holdings to which AGOL has exposure are now quite mature. This is evidenced by the fact that its largest position, in GSSF 4, finished its investment period in August 2011 and thus entered its exit period. GSSF 2 and 3 were already in that position and only GSSF 5 remains in its investment period. The companies in which AGOL has direct holdings are also held by GSSF Funds which are in their exit period. Therefore, Ashmore expects that AGOL could see an increase in the number of realisations from previous levels although this remains, of course, dependent on market conditions.

 

As the Company seeks to exit its more mature investments and to realise embedded value, cash received will generally be re-deployed in new investments. AGOL may invest directly in primary transactions and possibly also in secondary opportunities and in a new Global Special Situations Fund 6, should these opportunities arise in the coming year. Ashmore is currently seeing attractive investment opportunities which may arise from the deleveraging of banks and other financial intermediaries.

 

The share price of the US dollar share class showed a negative return of -15.8% over 2011, and the Sterling and Euro share classes performed roughly in line with the US dollar share class, as would have been expected given the monthly share conversion facility. The fall in the share prices has been less than that of public equities in emerging markets, but greater than the fall in Net Asset Values of AGOL's share classes, thus resulting in a widening of the discount to NAV. This stood at 25.09% at the end of December 2011 for the US dollar share class. The Board has taken a number of measures aimed at reducing the discount to NAV at which the shares trade. First, at the time of its launch in December 2007, AGOL was unable to fully comply with certain rules in Chapter 15 of the Listing Rules (prevailing at that time) and therefore listed under Chapter 14 with a Secondary (now Standard) Listing. Chapter 15 has subsequently been amended so that AGOL has been able to meet the relevant requirements of this chapter and AGOL was successfully transferred to a Premium Listing in April 2011. As a Premium Listed Company, it became eligible for, and obtained FTSE index inclusion in December 2011, which has provided a further source of investor appetite. Second, the full US$8 million was approved for share re-purchases was used for this purpose. Over the reporting period, the Company has repurchased 1,608,750 US dollar shares, 309,460 Euro shares, and 726,461 Sterling shares, which are currently being held in treasury.

 

The articles of incorporation of the Company (the "Articles") contain a specific provision which permits the directors of the Company, in their absolute discretion, to convert the shares of any class into shares of another class where the number of shares of that class which are in public hands (for the purposes of the Listing Rules) falls below 25 per cent. (the "public hands requirement"). As the Euro share class of the Company no longer met the public hands requirement, the Directors resolved, in accordance with the Articles, to convert all the Euro class shares in issue into US Dollar class shares, excluding any Euro class shares in respect of which the Company had received a valid conversion election in relation to the 31 March 2012 conversion date in accordance with the Company's monthly conversion facility The conversion of the entire Euro share class was completed on 23 April 2012 and the listing of the Euro share class was cancelled on that date.

 

The Board has remained in close contact with its advisers and brokers, specifically in relation to the balance between supply and demand for the Company's shares and bearing in mind the discount mitigation provisions contained in the Articles since the Company's IPO in December 2007. As a result of the discount persisting at an average level in excess of 10%, your Board has called an Extraordinary General Meeting ("EGM") to be held on 7 June 2012 for investors to consider the continuation of the Company. Such a vote was held in May 2010 and again in April 2011 at which investors voted overwhelmingly in favour of the Company continuing to deliver upon its stated investment objective. As last year, it is the Board's unanimous recommendation that shareholders should vote against a wind-up, so that over time the Company can deliver to shareholders the underlying value of its Special Situations investments.

 

In the Results and Dividend Announcement on 18 April 2011, your Board confirmed the payment of a special dividend of approximately US$12 million and a Share repurchase programme for up to US$8 million. Given the negative growth in Net Asset Value of the Company over the reporting period, the Board will not be proposing a special dividend or a new share repurchase programme. In future years, the Board will continue to consider distributing up to 50% of the growth in Net Asset Value of the Company.

 

Your Board is committed to high standards of corporate governance. It has held quarterly scheduled Board meetings throughout the year and consultation between the Board and Ashmore has taken place on a number of other occasions as necessary. At each regular Board meeting, Directors receive an update on the Company's investment activities and performance from Ashmore, together with reports on markets and on changes in the Company's shareholder register and other relevant matters.

 

Given the continued scarcity of investment capital within Special Situations in emerging markets, your Board and Ashmore believe that the opportunities in Special Situations remain strong and that the existing investments continue to have significant underlying value which is yet to be realised. Ashmore believes that the recent improvements in market conditions coupled with the completion of the investment period of GSSF 4 may lead to further investment realisations and thus the release of value in the course of 2012.

 

Ashmore is also seeing attractive opportunities to re-invest cash received from the exit of more mature investments. Accordingly, your Board has confidence that the AGOL portfolio is well positioned and that AGOL shares offer an attractive investment opportunity.

 

Jonathan Agnew

Chairman

25 April 2012

 

 

Investment Manager's Report

 

Overview

2011 was a year of market consolidation after 18 months of policy stimulus and market recovery. Two themes dominated market developments; the first being heightened concerns about the pace of global economic growth and the second being ongoing concerns over the eurozone sovereign debt crisis.

 

Global growth prospects, which at the start of the year looked relatively bright, were revised down a number of times during the course of the year, notably due to the following developments: 1) the Tohoku earthquake in Japan, which disrupted industrial supply chains globally; 2) a temporary rise in global inflationary pressures, caused by the Arab-spring related spike in oil prices and a rise in food prices in Asia; and 3) the negative confidence and credit shocks generated by the eurozone debt crisis. In response to these multiple challenges to global growth, particularly in developed economies, the policy response has often appeared indecisive. The United States Federal Reserve refrained from a third round of quantitative easing, but announced a 'twist' operation and committed to an extension of low Federal Funds rates. The game of brinkmanship over the debt ceiling in the United States Congress was particularly damaging and showed the risks of policy paralysis in Washington. Across the Atlantic, European policy makers struggled to come up with a comprehensive solution for Greece's debt problem, leading to occasional contagion to other eurozone countries. The European Central Bank (ECB) hiked, then cut interest rates, and its governing council was split on the issue of government bond purchases, with the German authorities generally in opposition.

 

The eurozone sovereign debt crisis was an ongoing source of concern and market volatility, especially in the second half of the year. In August, contagion spread to Spain and Italy, leading to aggressive fiscal consolidation measures and ultimately to changes in the governments of Greece and Italy. The focus then shifted to Greece's slippage against its fiscal and economic targets. Discussions about a second financial aid package for Greece, agreed at a European Union Summit in early October, enshrined the principle of a large haircut on Greek government debt held by private sector investors. These discussions, and market pressure on French banks, highlighted the under-capitalisation of European banks in general, and led to a de-facto credit freeze in European credit markets in November.

 

Since December the market has taken the positive view that a few things have started falling into place. First, at a high stake EU council meeting on 9 December 2011, EU leaders agreed in principle a new fiscal contract that strengthens the rules of adhesion within the eurozone. Second, by offering banks three year unlimited repo financing lines (the three year Long Term Refinancing Operation), the new ECB president Mario Draghi has established the ECB further as the lender of last resort for the eurozone. This has removed the credible threat of multiple European bank defaults, and has been a real game-changer from the investors' point of view, including in Emerging Markets (EM).

 

In contrast to developed markets where growth halved to 1.6% in 2011, emerging economies registered robust economic growth averaging 6.4% in 2011. All the regions posted good growth numbers, with developing Asia coming top at 8.2%. China's official growth number was 9.5% despite evidence of a slowdown in the middle part of the year, which was met with a looser credit policy. Brazil is another country that was early to cut interest rates in response to a more challenging global economic backdrop.

 

Special Situations Investments

At the end of 31 December 2011, approximately 85% of AGOL was invested in Special Situations investments with the core investments focused around Brazil and Asia. The emphasis continues to be on those companies that essentially form the building blocks for many countries with the largest exposure by industry to Energy and Real Estate.

 

In line with economic growth, operating performance in the investee companies has generally been satisfactory, albeit with a few notable exceptions. Examples of companies with improved operating performance include ETH Bioenergia, Emtek and Sweta Estates. The exceptions were Pacnet, which experienced disruption and damage caused by the Japanese tsunami together with continued pricing pressure which meant that the company was expected to fall short of its 2011 EBITDA target, and Digicable, which was marked down after the valuation agent viewed the proposed merger with Reliance Communications as highly unlikely, given the reluctance of the authorities to allow consolidation of the satellite and cable TV sectors. Despite the Company's Net Asset Value increasing in the first seven months of the year, it suffered significant mark-to-market losses in the last five months of the year, resulting in negative full year NAV performance. In addition, as the assets mature, they become increasingly susceptible to public equity price movements.

 

In terms of realisations, during the year AEI announced that it had agreed to sell its interests in 10 operating companies (80% of total assets) to nine parties for US$4.8bn. Initial funds received were used to repay financial debt and PIK notes, with the remaining cash distributed following the closing of the transactions, by way of a dividend and return of capital during May 2011. In November, Ashmore Funds exited their position in Carnex, an agriculture / meat processing business in Serbia. We continue to believe that the environment will improve and anticipate more realisations over the coming year. That said, we also see attractive opportunities to reinvest the proceeds of any such realisations.

 

Top 5 underlying positions

ETH Bioenergia (www.eth.com). ETH Bioenergia (ETHB) is a fully integrated, renewable fuels company which we anticipate may become one of Brazil's largest ethanol production platforms. It manages the planning, development and harvesting of sugarcane and the large-scale industrial production and distribution of ethanol fuel. ETHB began operations at its last two remaining Greenfield plants on time as the 2011/12 harvest season headed toward its close in March 2012. All nine plants are expected to be in operation for their first full harvest season in 2012/13. Weather-related, industry-wide production shortages have impacted the Company's production volumes but have also fuelled the recent surge in ethanol prices. The net result on ETHB's outlook is that the volume ramp up to full production capacity is now expected in the 2014/15 harvest season (from 2013/14 originally planned) due to the agricultural impact resulting in a lower production of sugar cane.

 

AEI (www.aeienergy.com). AEI owns and operates interests in multiple power generation assets as well as natural gas transportation and distribution businesses across ten Emerging Markets in Asia, Central America and the Caribbean and South America. As mentioned above, AEI agreed to sell its interests in 10 operating companies to an Iberdrola led consortium, representing approx 80% of AEI's total assets, for US$4.8bn. It retained 2.2GW of power generation capacity as a platform for future development. Operating company profitability is approximately in line with budget and development of the Company's two large greenfield projects continues to ramp up significantly.

 

EMTEK (www.emtek.co.id). Emtek is a holding company with interests in Free-to-Air (FTA) TV, communications networks and related retail and IT services. The vast majority of Emtek's value comes from its interest in SCTV, Indonesia's No.2 FTA channel. During the year SCTV acquired an 84.7% interest in Indosiar (IDKM), its main FTA competitor. This will give the combined platform a 25% market share in Indonesia. Management continues to work on the integration of IDKM and EMTEK with a merger integration team lead by Alvin Sariaatmadja, the new COO of IDKM and long-standing director of EMTEK. 

 

Alphaland (www.alphaland.com.ph). Alphaland is a developer of Class A office and retail space and high and mid-tier residential real estate in Metro Manila. In addition, the Company is a development partner in two high-end resorts and second home developments on holiday islands near to Metro Manila. The Company's assets are a Metro Manila land bank, a tenanted mixed-use office building, under construction sites in Makati and two residential developments in the island belt around Metro Manila. Marketing activities have begun on the Makati Place and the Balesin Island Resort. The first memberships/shares in the Balesin project have been sold in Hong Kong and Metro Manila and the visitors' centre and runway will be open in early 2012.

 

Star Energy (www.starenergy.co.id). Star Energy was created in 2003 as an independent energy company based in Indonesia. Its vision is to be the fastest growing, most profitable, best managed energy company in the region. Its two main areas of business are oil & gas exploration and production; it is the operator of the Kakap field in Indonesia where it has a controlling interest and potential additional acreage.

 

Performance

As at 31 December 2011, annualised performance results since inception for the sterling, Euro and US dollar shares were -3.11%, -3.78% and -2.74% respectively.

 

The NAVs as at 31 December 2011 for the sterling, Euro and US dollar shares were £8.48, €8.24 and US$8.61 respectively, compared to £9.58, €9.40 and US$9.69 at 31 December 2010.

 

Ashmore Investment Management Limited

Investment Manager

25 April 2012

 

 

Schedule of Investments

As at 31 December 2011

 

Valuation in US$

% of NAV

Ashmore Global Special Situations Fund 4 LP

182,587,907

35.61

Ashmore Asian Recovery Fund

110,126,900

21.47

Ashmore Global Special Situations Fund 5 LP

55,662,859

10.85

Renovavel Investments BV New PIK/PPN

45,884,138

8.95

Ashmore SICAV Emerging Markets Local Currency Corporate Debt Fund

24,914,630

4.86

AEI Inc - Equity

23,959,896

4.67

Ashmore Global Special Situations Fund 3 LP

19,478,459

3.80

Ashmore Asian Special Opportunities Fund Limited

16,123,813

3.14

Aginyx Ordinary Shares

11,429,952

2.23

Everbright Ashmore China Real Estate Fund LP

6,061,939

1.18

Ashmore Greater China Equity Fund Limited

4,915,019

0.96

Ashmore Private Equity Turkey Fund LP

4,046,319

0.79

VTBC Ashmore Real Estate Partners 1 LP

3,737,474

0.73

AA Development Capital India Fund LP

3,546,271

0.69

Ashmore Global Special Situations Fund 2 Limited

2,400,076

0.47

Total investments at fair value

514,875,652

100.40

Net other current liabilities

(2,056,071)

 (0.40)

Total net assets

512,819,581

100.00

Valuation in US$

% of NAV

Special Situations*

436,614,553

85.14

Corporate Debt

24,714,031

4.82

Local Currency

24,199,156

4.72

Real Estate

9,782,637

1.91

External Debt

7,723,135

1.50

Cash and equivalents

7,208,259

1.41

Equity

4,633,881

0.90

514,875,652

100.40

 

 

*As defined in the registration document of the Company (the "Prospectus").

 

 

Board Members

 

As at 31 December 2011 the Board consisted of five 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 Annual Report the independence of each Director has been considered.

 

Jonathan Agnew, Chairman, Independent, (UK resident) appointed 16 October 2007

Jonathan Agnew is Chairman of AGOL, having been appointed to the Board in 2007. He is also Chairman of The Cayenne Trust plc and senior independent director of Rightmove plc. Mr Agnew was formerly a managing director of Morgan Stanley and subsequently Chief Executive of Kleinwort Benson Group and has been Chairman of Limit plc, Gerrard Group plc, Henderson Geared Income & Growth Trust plc, Beazley plc, LMS Capital plc and Nationwide Building Society.

 

Graeme Dell, Director, Non-Independent (Employee of the Investment Manager), (UK resident) appointed 5 March 2008

Graeme Dell joined Ashmore Group plc and was appointed to the Board as Group Finance Director in December 2007. Prior to joining Ashmore, Graeme was Group Finance Director at Evolution Group Plc from 2001 to 2007, where he had group-wide responsibility for finance, operations, technology, compliance, risk and HR which included playing a significant role in the foundation and development of Evolution's Chinese securities business. Graeme previously worked for Deutsche Bank and Goldman Sachs in a range of business management, finance and operations roles both in Europe and in Asia Pacific. Graeme qualified as a Chartered Accountant with Coopers & Lybrand and is a graduate of Hertford College, Oxford University.

 

Nigel de la Rue, Director, Independent, (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.

Christopher Legge, Director, Independent, (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 the following investment companies of which he chairs the audit committee; BH Macro Limited, Goldman Sachs Dynamic Opportunities Limited and Third Point Offshore Investors Limited.

 

Richard Hotchkis, Director, Independent, (Guernsey resident) appointed 18 April 2011

Richard Hotchkis has 34 years' 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 UK and overseas equities, including 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 FRM Credit Alpha Limited, Alternative Investment Strategies Limited, Advance Developing Markets Fund Limited and Advance Frontier Markets Fund Limited.

 

John Roper (Guernsey resident) retired 18 April 2011

 

 

Directors' Report

 

The Directors submit their Report together with the Company's Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows, and related notes for the year ended 31 December 2011, which have been prepared properly, in accordance with International Financial Reporting Standards ("IFRS") and are in agreement with the accounting records, which have been properly kept in compliance with section 238 of the Companies (Guernsey) Law, 2008.

 

The Company

The Company was incorporated with limited liability in Guernsey, Channel Islands as an authorised closed-ended investment company on 21 June 2007. The Company was launched on 7 December 2007 and the Company's shares were admitted to the Official Listing of the London Stock Exchange on 12 December 2007, pursuant to Chapter 14 of the Listing Rules. Following changes to the Listing Rules on 6 April 2010, the listing became a Standard Listing. On 27 April 2011 the UK Listing Authority confirmed the transfer of the Company from a Standard Listing to a Premium Listing under Chapter 15 of the Listing Rules. US$ Shares and £ Shares are included in the FTSE All-Share Index.

 

Going Concern

The Directors have examined significant areas of possible financial 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 it is appropriate to adopt the going concern basis in preparing the financial statements, despite the existence of a continuation vote to be held on 7 June 2012.

 

As a result of the discount persisting at levels in excess of 10%, the Board of Directors ("The Board") has called an Extraordinary General Meeting ("EGM") to be held on 7 June 2012, for Shareholders to consider the continuation of the Company. The Directors will set out proposals to wind up, reorganise or reconstruct the Company. Such votes were held in May 2010 and April 2011 at which Shareholders voted overwhelmingly in favour of the Company continuing to deliver upon its stated investment objective. As in prior years, it is the Board's unanimous recommendation that Shareholders should vote against a wind-up, based on the prospect of continued profitable realisation of investments over time and of making attractive new investments.

 

Corporate Governance

Introduction

As an authorised, closed-ended investment company, registered in Guernsey, the Company has adopted the Association of Investment Companies ("AIC") Code on Corporate Governance (the "Code"). The Board of the Company has considered the principles and recommendations of the Code by reference to the AIC Corporate Governance Guide for Investment Companies ("AIC Guide"). The Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company (e.g. specific corporate governance requirements contained in the UK Listing Rules which are relevant to investment companies). The Board has put in place a framework for corporate governance which it believes is suitable for an investment company and which enables the Company to comply with the requirements of the Code, which sets out principles of good governance and a code of best practice.

 

On 30 September 2011 the Guernsey Financial Services Commission ("GFSC") issued a new Code of Corporate Governance (the "GFSC Code") which came into effect on 1 January 2012. The GFSC Code replaces the existing GFSC guidance, "Guidance on Corporate Governance in the Finance Sector". The GFSC Code provides a framework that applies to all entities licensed by the GFSC or which are registered or authorised as a collective investment scheme. Companies reporting against the UK Corporate Governance Code or the AIC Code of Corporate Governance are deemed to comply with the GFSC Code.

 

The following statements describe how the principles of governance are applied to the Company.

 

The Board

Details and biographies for all the Directors can be found in this annual report, and on the Company's website (www.agol.com). In considering the independence of the Chairman, the Board has taken note of the provisions of the Code relating to independence and has determined that Jonathan Agnew is an Independent Director. As the Chairman is an Independent Director, no appointment of a Senior Independent Director has been made. The Company has no employees and is not self-managed therefore there is no requirement for a chief executive.

 

The Articles of Association provide that unless otherwise determined by ordinary resolution, the number of the Directors shall not be less than five and the aggregate remuneration of all Directors in any twelve month period, or pro rata for any lesser period shall not exceed £300,000 or such higher amount as may be approved by ordinary resolution.

 

In accordance with Article 18.3 of the Company's Articles of Association, at each Annual General Meeting one-third of the Directors shall retire from office via rotation and be put forward for re-election based on continued satisfactory performance. Any Director after serving 9 years on the Board, will be put forward for re-election on an annual basis.

 

The Board of Directors is charged with setting the Company's investment strategy. They have delegated the day to day implementation of this strategy to its Investment Manager but retain responsibility to ensure that adequate resources of the Company are directed in accordance with their decisions.

 

The Board holds Board meetings at least four times a year. At the Board meetings the Directors review the management of the Company's assets and all other significant matters so as to ensure that the Directors maintain overall control and supervision of the Company's affairs. The Board is responsible for the appointment and monitoring of all service providers to the Company, following updates and recommendations from the Management Engagement Committee. Between these formal meetings there is regular contact with the Investment Manager. The Directors are kept fully informed of investment and financial controls and other matters that are relevant to the business of the Company and should be brought to the attention of the Directors. The Directors also have access to the Secretary and, where necessary in the furtherance of their duties, to independent professional advice at the expense of the Company.

 

The Board, Audit Committee and Management Engagement Committee undertake an evaluation of their own performance and that of individual Directors on an annual basis. In order to review their effectiveness, the Board, Audit Committee and Management Engagement Committee carry out a process of formal self-appraisal in order to consider how they function as a whole and also to review the individual performance of their members. This process is conducted by the respective Chairman reviewing the Directors' performance, contribution and commitment to the Company. The Board has also agreed for an independent evaluation to be carried out on the performance of the Board every 3 years. The next independent review of the Board is due to take place during 2012.

 

The Board has a breadth of experience relevant to the Company and the Directors believe that any changes to the Board's composition can be managed without undue disruption. With the appointment to the Board of any new Director, consideration will be given as to whether an induction process is appropriate.

 

The table below sets out the number of prescheduled Board meetings and Audit Committee meetings during the year ended 31 December 2011:

Board meetings attended

Audit Committee meetings attended

Management Engagement Committee meeting attended

Jonathan Agnew

5

-

1

Graeme Dell

4

-

-

Nigel de la Rue

5

4

1

Christopher Legge

5

4

1

Richard Hotchkis (appointed 18 April 2011)

3*

2

1

John Roper (retired 18 April 2011)

3*

-

-

No. of meetings during the year

5

4

1

 

* attended all meetings during their terms.

 

In addition to the Board and Audit Committee meeting, 11 other committee meetings were held. Any Directors who are not members of Board Committees are also invited to attend meetings of such committees as necessary.

 

Audit Committee

An audit committee has been established and holds meetings at least twice a year. The committee consists of Nigel de la Rue, Richard Hotchkis and Chairman Christopher Legge. The principal duties of the audit committee are, amongst other things, reviewing the interim and annual reports, considering the appointment and independence of external auditors, discussing with the external auditors the scope of the audit and ensuring all duties are performed within the requirements of the Code, where relevant. The Board of Directors is satisfied that for the year under review and thereafter the committee has sufficient recent and relevant commercial and financial knowledge to satisfy the provisions of the Code.

 

Where non-audit services are to be provided to the Company by its auditor, full consideration of the financial and other implications for the independence of the auditor arising from any such engagement will be considered before proceeding.

 

The tables below summarises the remuneration paid to KPMG Channel Islands Limited and to other KPMG affiliates for audit and non-audit services during the years ended 31 December 2011, and 31 December 2010:

 

Year ended

Year ended

31 December 2011

31 December 2010

US$

US$

Audit and audit related services

 - Annual audit

101,913

100,612

 - Interim review

42,763

43,779

Non-audit services

 - Services related to Premium Listing

67,434

-

 - Tax services

 -

7,254

 

 

The Committee is satisfied that the external auditors remain independent and confirms that the committee also met with the external auditors without the investment manager or administrator being present so as to provide a forum to raise any matters of concern in confidence.

 

The Audit Committee has reviewed the need for an internal audit function. The Audit Committee has concluded that the systems and procedures employed by the administrator (Northern Trust International Administration Services Guernsey Limited) and the investment manager (Ashmore Investment Management Limited), including their internal audit functions, provide sufficient assurance that a sound system of internal control which safeguards the Company's assets is maintained. An internal audit function specific to the Company is therefore considered unnecessary.

 

The Audit Committee has requested and received ISAE 3402 or equivalent reports from the investment manager and the Company's administrator to enable it to fulfil its duties under the Audit Committee's terms of reference.

 

Representatives of the auditors, investment manager and the administrator attend each Audit Committee meeting as a matter of practice and presentations are made by those attendees as and when required.

 

Nomination Committee

The Board as a whole fulfils the function of a nomination committee. The Board considers that, given the size of the Board and that the Company has no executives, it would not be appropriate to establish a separate nomination committee. Neither external search consultancy nor open advertising have been used when appointing a chairman or a non executive director because of the specialist nature of the appointments and the knowledge amongst existing Directors and Ashmore Investment Management Limited.

 

Conversion Committee

The Company has established a conversion committee, which consists of Nigel de la Rue, Christopher Legge and Richard Hotchkis. The committee holds meetings in order to determine the terms of monthly share conversions, based on Shareholders' requests received by the Company. The date on which conversion of the Shares takes place (the "Conversion Date") is a date determined by the committee being not more than 20 Business Days after the relevant Conversion Calculation Date.

 

The Directors approved a number of conversions during the year, the details of which can be found in note 7 in the notes to the financial statements. Subsequent to the year end the Directors approved further conversions which are also detailed in note 17 in the notes to the financial statements.

 

Disclosure Committee

The Company has established a disclosure committee with formally delegated duties and functions. The committee meets when required to consider any potential disclosures to be made by the Company through a Regulatory Information Service provider, in compliance with the Company's obligations under the Disclosure and Transparency Rules. The disclosure committee comprises of Richard Hotchkis, Christopher Legge and Chairman Nigel de la Rue. The principal duty of the disclosure committee is to consider and approve announcements and disclosures to be made on behalf of the Company in accordance with the Company's ongoing compliance with applicable law.

 

Management Engagement Committee

The function of the Management Engagement Committee, comprising of four independent Directors (Jonathan Agnew, Christopher Legge, Richard Hotchkis and Nigel de la Rue), is to ensure that the Company's Investment Management Agreement is competitive and reasonable for the shareholders, along with the Company's agreements with all other third party service providers (other than the external auditors). The Committee also reviews the performance of the Investment Manager and the other third party service providers on a periodic basis.

 

The Company has entered into an agreement with the Investment Manager, Ashmore Investment Management Limited. This sets out the Investment Manager's key responsibilities which include proposing an investment strategy to the Board and, within certain authority limits, selecting investments for acquisition and disposal and arranging appropriate lending facilities. The Investment Manager is also responsible for all issues pertaining to asset management. The Management Engagement Committee reviews the performance, fees and terms of the Investment Management Agreement on an annual basis.

 

Despite the performance of the Company since incorporation, at its October 2011 meeting it was the view of the management engagement committee that it is in the best interests of the Shareholders to continue with the current appointment of the Investment Manager under the terms agreed. The Board, at the date of this report continue to be of the same opinion.

 

The terms of references of all the existing committees are made available from the Company to Shareholders upon request.

 

Independent Auditor

KPMG Channel Islands Limited have expressed their willingness to continue in office as auditors and a resolution proposing their re-appointment will be submitted at the Annual General Meeting.

 

Relations with Shareholders

The Investment Manager maintains a regular dialogue with institutional Shareholders, the feedback from which is reported to the Board. In addition, Board members will be available to respond to Shareholders' questions at the Annual General Meeting.

 

The Company announces its Net Asset Value on a monthly basis to the London Stock Exchange. A monthly report on investment performance is published on the Company's website (www.agol.com). Shareholders who wish to communicate with the Board should contact the Administrator in the first instance, whose contact details can be found on the Company's website.

 

Directors' Remuneration

As all the Directors are non-executive, the Board has resolved that it is not appropriate to form a Remuneration Committee and remuneration is reviewed and discussed by the Board as a whole (with each director abstaining when approving any changes to their own fee) with independent advice of the Administrator and the Broker. Details on Directors remuneration can be found in the Directors' Remuneration Report.

 

Internal Controls

The Board is ultimately responsible for the Company's system of internal control and for reviewing its effectiveness. The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place for the year under review and up to the date of approval of this Annual Financial Report and accords with the Turnbull guidance. The Code requires Directors to conduct, at least annually, a review of the Company's system of internal control, covering all controls, including; financial, operational, compliance and risk management.

 

The risk matrix is subject to an annual review by the Board. The Board has reviewed the effectiveness of the systems of internal control. In particular, it has reviewed and updated the process for identifying and evaluating the significant risks affecting the Company and the policies by which these risks are managed. The internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss.

 

Compliance Statement

During the year, the Company has complied with the provisions of the Code, subject to the exceptions disclosed above.

 

Investment Policy

The Company's investment objective is to deploy capital in a diversified portfolio of global emerging market strategies which will be actively managed with a view to maximising total returns. This will be achieved by investing across investment themes (currently, Alternatives including Special Situations and Real Estate, External Debt, Local Currency, Equities, Corporate Debt and Multi-Strategy) with a principal focus on Special Situations.

 

The Company employs a dynamic allocation of the Company's assets across Ashmore's investment themes with a principal focus on Special Situations and seeks to create value for Shareholders and target total return through active portfolio management. The Directors believe that Ashmore's analysis, combined with active, liquidity focused management by professionals with extensive experience in emerging markets, can lead to above average returns with lower risk over the investment cycle. The Investment Manager employs a predominantly top-down and value-driven investment approach coupled with a bottom-up selection of investments in those Funds where corporate and Special Situations assets are more significant. Through investing in the Funds, the Company is seeking to build a globally diverse portfolio of investments and to benefit from the Investment Manager's experience in investing globally in emerging markets countries (including in distressed and special situations assets) and in resolution or restructuring of such Investments.

 

Results and Dividends

The results for the year are set out Statement of Comprehensive Incomet. The distribution policy and details of the special dividend paid during 2011 are described in note 7.

 

Association of Investment Companies (AIC)

The Company is a member of the AIC.

 

Discount/Premium to Net Asset Value

The level of the share price discount/premium to the Net Asset Value is monitored. The Board has a number of discount control mechanisms at its disposal, which are set out in note 7.

 

As a listed closed-ended Company, there is always the possibility that the Company's issued shares may trade at a discount to the Company's Net Asset Value. In order to manage this discount risk, the Company's Articles of Association incorporate discount management provisions which require a continuation vote to be proposed if 75 per cent or more of the Shares trade at an average discount of 10 per cent or more to the NAV of the Company in any rolling period of 12 months. 

 

On 16 February 2012, the Board confirmed that the Company's 12 month discount floor provision had been triggered. On 7 June 2012 the Directors will convene an extraordinary general meeting of the Company to put forward a continuation vote and proposals to Shareholders which include winding up or alternatively, reorganisation or reconstruction of the Company.

 

Derivatives and Hedging

The shares in the Company are denominated in US Dollars, Euros and Pounds Sterling. The base currency is the US Dollar, and as such, non-US Dollar subscription monies for shares were converted to US Dollars for operational purposes. The costs and any benefit of hedging the foreign currency exposure of the assets attributable to shares denominated in Euros and Sterling from the US Dollar will be allocated solely to the relevant class of shares. This may result in variations in the Net Asset Value of the three classes of shares.

 

Share Capital

The number of shares in issue at the year end is disclosed in note 7 to the financial statements.

 

Directors' Interests

As at 31 December 2011, three Directors, Jonathan Agnew, Nigel de la Rue and Richard Hotchkis had a beneficial interest in 10,000, 4,000 and 1,500 Sterling shares respectively (since 31 December 2010 Nigel de la Rue acquired an additional 2,000 Sterling shares and Richard Hotchkis acquired 1,500 Sterling shares).

 

Graeme Dell is Group Finance Director of Ashmore Group plc. He also sits on the Board of Ashmore Investment Management Limited and has a beneficial interest in Ashmore Global Special Situations Fund 5 Limited Partnership and Ashmore Asian Special Opportunities Fund Limited.

 

Statement of Directors' Responsibilities

 

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards and applicable law.

 

The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 

In preparing these financial statements, the Directors are required to:

·; select suitable accounting policies and then apply them consistently;

·; make judgements and estimates that are reasonable and prudent;

·; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

 

Disclosure of information to auditors

The Directors who held office at the date of approval of the financial statements confirm that, so far as they are each aware:

·; There is no relevant audit information of which the Company's auditor is unaware; and

·; Each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

 

Statement under the Disclosure and Transparency Rules 4.1.12

We confirm that to the best of our knowledge and belief:

·; the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·; the Chairman's Statement, the Investment Manager's Report and the Directors' Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company faces.

 

Signed on behalf of the Board of Directors on 25 April 2012

 

 

Jonathan Agnew Christopher Legge

Chairman Chairman of the Audit Committee

 

 

 

Directors' Remuneration Report

 

Introduction

An ordinary resolution for the approval of the annual remuneration report will be put to the shareholders at the Annual General Meeting to be held in 2012.

 

Remuneration policy

As all the Directors are non-executive, the Board has resolved that it is not appropriate to form a Remuneration Committee and remuneration is reviewed and discussed by the Board as a whole. Directors' remuneration is considered on a periodic basis.

 

The Company's policy is that the fees payable to the Directors should reflect the time spent by the Directors on the Company's affairs in addition to the responsibilities borne by the Directors and should be sufficient to attract, retain and motivate directors of the quality required to run the Company successfully. The Chairman of the Board is paid a higher fee in recognition of his additional responsibilities, as is the Chairman of the Audit Committee. The policy is to review fee rates periodically, although such a review will not necessarily result in any changes to the rates, and account is taken of fees paid to directors of comparable companies.

 

There are no long term incentive schemes provided by the Company and no performance fees are paid to Directors.

 

The Articles of Association provide that unless otherwise determined by ordinary resolution, the number of the Directors shall not be less than five and the aggregate remuneration of all Directors in any twelve month period, or pro rata for any lesser period shall not exceed £300,000 or such higher amount as may be approved by ordinary resolution.

 

In accordance with Article 18.3 of the Company's Articles of Association, at each Annual General Meeting one-third of the Directors shall retire from office via rotation and be put forward for re-election based on continued satisfactory performance. Any Director serving 9 years on the Board, will be put forward for re-election on an annual basis. Directors' appointments can also be terminated in accordance with the Articles. Should shareholders vote against a Director standing for re-election, the Director affected will not be entitled to any compensation. There are no set notice periods and a Director may resign by notice in writing to the Board at any time.

 

As Graeme Dell is an employee of the Investment Manager and therefore deemed not to be an independent Director, he shall be put forward for re-election on an annual basis.

 

Directors' fees

Directors are remunerated in the form of fees, payable monthly in arrears, to the Director personally, except Mr. Dell's which is paid to Ashmore Group plc. No other remuneration or compensation was paid or payable by the Company during the period to any of the Directors apart from the reimbursement of allowable expenses.

 

Directors' remuneration for the year ended 31 December 2011 was as follows; the Chairman: £75,000 per annum, the Chairman of the Audit Committee: £35,000 per annum and Directors: £33,000 per annum.

 

The fees payable by the Company in respect of each of the Directors who served during the years ended 31 December 2011 and 2010, were as follows:

Year ended 31 December 2011

Year ended 31 December 2010

£

£

Jonathan Agnew

75,000

70,000

Christopher Legge

35,000

10,000

Graeme Dell

33,000

30,000

Nigel de la Rue

33,000

30,000

Richard Hotchkis (appointed 18 April 2011)

23,100

-

John Roper (retired 18 April 2011)

9,900

30,000

George Grunebaum (resigned 31 August 2010)

-

20,000

Tony Kane (appointed 27 August 2010, resigned 27 October 2010)

-

5,000

Total

209,000

195,000

 

Signed on behalf of the Board of Directors on 25 April 2012

 

 

Jonathan Agnew Christopher Legge

Chairman Chairman of the Audit Committee

 

 

 

Independent Auditor's Report to the Members of Ashmore Global Opportunities Limited

 

We have audited the financial statements (the "financial statements") of Ashmore Global Opportunities Limited (the "Company") for the year ended 31 December 2011 which comprise the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as issued by the IASB.

 

This report is made solely to the Company's members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Respective responsibilities of directors and auditor

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

 

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Board of Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

 

Opinion on financial statements

In our opinion the financial statements:

 

·; give a true and fair view of the state of the Company's affairs as at 31 December 2011 and of its loss for the year then ended;

·; are in accordance with International Financial Reporting Standards as issued by the IASB; and

·; comply with the Companies (Guernsey) Law, 2008.

 

Emphasis of matter - Going concern

We draw attention to Notes 2b and 17 to the financial statements which describes the uncertainty related to the result of the continuation vote. Our opinion is not qualified in respect of this matter.

 

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

 

·; the Company has not kept proper accounting records; or

·; the financial statements are not in agreement with the accounting records; or

·; we have not received all the information and explanations, which to the best of our knowledge and belief are necessary for the purpose of our audit.

 

Under the Listing Rules we are required to review the part of the Corporate Governance Statement relating to the Company's compliance with the nine provisions of the UK Corporate Governance Code specified for our review.

 

 

Ewan F McGill

For and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Recognised Auditors

 

Statement of Financial Position

As at 31 December 2011

 

31 December 2011

31 December 2010

Notes

US$

US$

Assets

Current assets

Cash and cash equivalents

5,142,245

5,517,678

Financial assets at fair value through profit or loss

4

515,006,150

594,343,500

Total assets

520,148,395

599,861,178

Equity

Capital and reserves attributable to equity holders of the Company

Special reserve

7

709,686,456

717,638,160

Retained earnings

(196,866,875)

(124,424,650)

Total equity

512,819,581

593,213,510

Liabilities

Current liabilities

Other financial liabilities

6

5,570,174

6,647,668

Financial liabilities at fair value through profit or loss

5

1,758,640

-

Total liabilities

7,328,814

6,647,668

Total equity and liabilities

520,148,395

599,861,178

Net asset values

Net assets per $ share

8

US$8.61

US$9.69

Net assets per € share

8

€8.24

€9.40

Net assets per £ share

8

£8.48

£9.58

 

The financial statements were approved by the Board of Directors on 25 April 2012, and were signed on its behalf by:

 

 

Jonathan Agnew Christopher Legge

Chairman Chairman of the Audit Committee

 

 

The notes form an integral part of these financial statements.

 

 

Statement of Comprehensive Income

For the year ended 31 December 2011

 

Year ended 31 December 2011

Year ended 31 December 2010

Notes

US$

US$

Dividend income

9, 19

75,013,721

26,424,403

Net foreign currency gains/(losses)

266,205

(217,387)

Other net changes in fair value on financial assets and liabilities at fair value through profit and loss

4, 5

(124,838,569)

33,698,092

Total net (loss)/income

(49,558,643)

59,905,108

Expenses

Net investment management fee

10a

(3,928,856)

(3,072,660)

Incentive fee

10a

(4,838,585)

(4,579,970)

Directors' remuneration

10b

(341,834)

(318,513)

Fund administration fee

10c

(209,973)

(278,074)

Custodian fees

10d

(113,202)

(116,962)

Interest charges

(1,038)

(230,494)

Other operating expenses

11

(1,259,222)

(454,863)

Total operating expenses

(10,692,710)

(9,051,536)

Operating (loss)/profit for the year

(60,251,353)

50,853,572

Other comprehensive income

-

-

Total comprehensive (loss)/income for the year

(60,251,353)

50,853,572

(Loss)/earnings per share

Basic and diluted (loss)/earnings per US$ share

12

US$(0.84)

US$ 1.06

Basic and diluted (loss)/earnings per € share

12

US$(0.89)

US$ 0.48

Basic and diluted (loss)/earnings per £ share

12

US$(1.75)

US$ 1.20

 

All items derive from continuing activities.

 

The notes form an integral part of these financial statements.

 

 

Statement of Changes in Equity

For the year ended 31 December 2011

 

Special

Retained

reserve*

earnings

Total

Notes

US$

US$

US$

As at 1 January 2011

717,638,160

(124,424,650)

593,213,510

Total comprehensive loss for the year

-

(60,251,353)

(60,251,353)

Dividend paid to shareholders

7

-

(12,190,872)

(12,190,872)

Repurchase of own shares

7

(7,951,704)

-

(7,951,704)

As at 31 December 2011

709,686,456

(196,866,875)

512,819,581

As at 1 January 2010

725,036,100

(165,635,499)

559,400,601

Total comprehensive income for the year

-

50,853,572

50,853,572

Dividend paid to shareholders

-

(9,642,723)

(9,642,723)

Repurchase of own shares

7

(7,397,940)

-

(7,397,940)

As at 31 December 2010

717,638,160

(124,424,650)

593,213,510

 

 

* For the purpose of simplification of the disclosure of the Equity balances, previously presented 'Reserve for own shares' was merged into 'Special Reserve' balances.

 

The notes form an integral part of these financial statements.

 

Statement of Cash Flows

For the year ended 31 December 2011

 

Year ended 31 December 2011

Year ended 31 December 2010

US$

US$

Cash flows from operating activities

(Loss)/profit for the year

(60,251,353)

50,853,572

Adjustments for:

- Dividend income

(75,013,721)

(26,424,403)

Total

(135,265,074)

24,429,169

Net (decrease)/increase in other receivables and payables

(1,077,494)

4,820,040

Net decrease/(increase) in financial assets at fair value through profit and loss, excluding derivatives (see note below)

78,015,202

(36,715,033)

Net decrease/(increase) in derivative financial instruments

3,638,918

(942,585)

Cash used in operations

(54,688,448)

(8,408,409)

Interest received

-

-

Dividend received

74,455,591

21,505,475

Net cash from operating activities

19,767,143

13,097,066

Cash flows from financing activities

Repurchase of own shares

(7,951,704)

(7,397,940)

Dividends paid

(12,190,872)

(9,642,723)

Net cash used in financing activities

(20,142,576)

(17,040,663)

Net (decrease) in cash and cash equivalents

(375,433)

(3,943,597)

Cash and cash equivalents at beginning of the year

5,517,678

9,461,275

Cash and cash equivalents at the end of the year

5,142,245

5,517,678

 

 

Note: Cash flows from purchase of these financial assets during the year amounted to US$210,740,210 (2010: US$246,163,045) and proceeds from sale of these financial assets, which included the returns of capital received from AEI and GSSF 2, during the year amounted to US$164,805,583 (2010: US$250,806,287).

 

The notes form an integral part of these financial statements.

 

 

Notes to the Financial Statements

 

1. General information

 

Ashmore Global Opportunities Limited (the "Company", "AGOL") is an authorised closed ended investment company incorporated in Guernsey on 21 June 2007 with an indefinite life and listed on the London Stock Exchange. As an existing closed ended Company, AGOL is deemed to be granted an authorisation declaration in accordance with section 8 of the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended and rule 7.02(2) of the Authorised Closed ended Investment Schemes Rules 2008 on the same date as the Company obtained consent under the Control of Borrowing (Bailiwick of Guernsey) Ordinance 1959 to 1989. AGOL's investment objective is to deploy capital in a diversified portfolio of global emerging market strategies which will be actively managed with a view to maximising total returns. This is to be achieved by investing across investment themes, including external debt, local currency, special situations (incorporating distressed debt and private equity) corporate high yield and equities with a principal focus on special situations.

 

The Company was launched on 7 December 2007 and the Company's shares were admitted to the Official Listing of the London Stock Exchange on 12 December 2007, pursuant to Chapter 14 of the Listing Rules. Following changes to the Listing Rules on 6 April 2010, the listing became a Standard Listing. On 27 April 2011 the UK Listing Authority confirmed the transfer of the Company from a Standard Listing to a Premium Listing under Chapter 15 of the Listing Rules.

 

The Company's registered office is at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands.

 

The financial statements were authorised for issue by the Board of Directors on 25 April 2012.

 

2. Summary of significant accounting policies

 

The principal accounting policies applied in preparation of these financial statements are set out below. These policies have been consistently applied to the year presented, unless otherwise stated.

 

a) Statement of compliance

 

The financial statements, which give a true and fair view, are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, interpretations issued by the International Financial Reporting Standards Committee, the Listing Rules of the UK Listing Authority and comply with the Companies (Guernsey) Law, 2008 (the "Law").

 

b) Basis of preparation

 

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.

 

The financial statements are prepared on the going concern basis, despite the existence of a continuation vote to be held on 7 June 2012. The factors surrounding this are detailed in the Directors' Report and in note 17.

 

The Company remains susceptible to the result of the continuation vote. Should the outcome of the vote be to discontinue the Company there can be no certainty, particularly given current market conditions, that the realisation of the assets of the Company would be at the amounts shown in the financial statements. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

 

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities and income and expenses.

 

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.

 

Judgments made by management in the application of IFRS that have a significant effect on the financial statements and estimates with a significant risk of material adjustment relate to unquoted financial instruments as described in note 2d and 14.

 

c) Foreign currency transactions

 

i) Functional and presentation currency

The financial statements have been prepared in US Dollars (US$), which is the Company's functional and presentation currency, rounded to the nearest US Dollar.The Board of Directors considers the US Dollar as the currency that most faithfully represents the economic effect of the underlying transactions, events and conditions. The US Dollar is the currency in which the Company measures its performance and reports its results. This determination also considers the competitive environment in which the Company is compared to other European investment products.

 

ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency assets and liabilities are translated into the functional currency using the exchange rate prevailing at the statement of financial position date.

 

Foreign exchange gains and losses arising from translation are included in the statement of comprehensive income.

 

Foreign exchange gains and losses relating to the financial assets and liabilities carried at fair value through profit or loss are presented in the statement of comprehensive income within 'other net changes in fair value on financial assets and financial liabilities at fair value through profit or loss'.

 

d) Financial assets and financial liabilities

 

i) Classification

The Company has classified financial assets and financial liabilities into the following categories:

 

- Financial assets and financial liabilities at fair value through profit or loss:

 

Financial assets and liabilities held for trading:

Financial assets or financial liabilities classified as held for trading are those acquired or incurred principally for the purpose of selling or repurchasing in the short term. Derivatives, including forward foreign currency contracts are categorised as financial assets or financial liabilities held for trading.

Financial assets and liabilities designated at fair value through profit or loss at inception:

Financial assets and financial liabilities designated at fair value through profit or loss at inception are financial instruments that are not classified as held for trading but are managed, and whose performance is evaluated on a fair value basis in accordance with the Company's documented investment strategy. These financial instruments include direct debt or equity investments and investments in quoted and unquoted Funds.

 

- Financial assets and financial liabilities at amortised cost:

 

Loans and receivables

This includes cash and cash equivalents, balances due from brokers, and other receivables.

 

Other financial liabilities

This includes balances due to brokers and other payables.

 

ii) Initial recognition

Regular purchases and sales of financial assets and liabilities are initially recognised on the trade date - the date on which the Company becomes a party to the contractual provisions of the instrument. Other financial assets and liabilities are recognised on the date they are originated.

 

Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair value, with transactions costs recognised in the statement of comprehensive income. Financial assets or financial liabilities not at fair value through profit or loss are initially recognised at fair value and include transaction costs that are directly attributable to their acquisition or issue.

 

iii) Subsequent measurement

- Fair value measurement

Subsequent to initial recognition, all financial assets and financial liabilities at fair value through profit or loss are measured at fair value. Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction on the measurement date.

 

Gains and losses arising from changes in the fair value of the financial assets or financial liabilities at fair value through profit or loss category are presented in the statement of comprehensive income within other net changes in fair value of financial assets and liabilities at fair value through profit or loss in the period in which they arise and can be unrealised or realised.

 

Unrealised gains and losses comprise changes to the fair value of financial instruments for the period and the reversal of prior period unrealised gains and losses for financial instruments which were realised in the reporting period.

 

Realised gains and losses on the disposal of financial instruments classified as at fair value through profit or loss are calculated using the average cost method.

 

Valuation of investments in Funds

Investments in open ended Funds are valued by reference to the most recent prices quoted on a recognised investment exchange. Investments in unquoted Funds are valued on the basis of the latest Net Asset Value which represents the fair value, quoted by the administrator of the unquoted Fund in question as at the close of business on the relevant valuation day.

 

Valuation of direct investments

Investments in direct investments may be effected via special purpose vehicles ("SPVs"). The valuation of such positions is performed on a look through basis. The fair value of direct investments in debt or equity securities is based on its quoted market price at the statement of financial position date without any deduction for estimated future selling costs. If a quoted market price is not available on a recognised stock exchange or from a broker/dealer for non-exchange traded financial instruments, the fair value is estimated using valuation techniques, including the use of recent arm's length market transactions, reference to the current fair value of another instrument that is substantially the same, discounted cash flow techniques, or any other valuation technique that provides a reliable estimate of prices obtained in actual market transactions.

 

Valuation of forward foreign currency contracts

Open forward foreign currency contracts at the statement of financial position date are valued at forward currency rates prevailing at that point. The change in fair value of open forward foreign currency contracts is calculated as the difference between the contract rate and the forward currency rate as at the statement of financial position date.

 

The Company does not apply hedge accounting.

 

- Amortised cost measurement

The amortised cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortization using the effective interest rate method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment.

 

iv) Impairment of financial assets classified as loans and receivables

At each reporting date, the Company assesses whether there is objective evidence that financial assets classified as loans and receivables are impaired. As at 31 December 2011 and 2010, the Company's loans and receivables are not impaired.

 

Objective evidence of impairment may include: significant financial difficulty of the borrower or issuer, default or delinquency by a borrower, restructuring of a loan or advance by the Company on terms that the Company would not otherwise consider, indications that a borrower or issuer will enter bankruptcy or other observable data relating to a group of assets such as adverse changes in the payment status of borrowers or issuers in the group or economic conditions that correlate with defaults in the group.

 

Impairment losses on loans and receivables are measured as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the asset's original effective interest rate. Impairment losses are recognised in profit or loss and reflected in an allowance account against loans and receivables. Interest on impaired assets continues to be recognised through the unwinding of the discount. The Company writes off loans and receivables when they are determined to be uncollectible.

 

When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment is reversed through profit or loss.

 

v) Derecognition

Financial assets are derecognised when the contractual rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership. On the other hand, financial liabilities are derecognised when their contractual obligations are discharged or cancelled or expire.

 

vi) Offsetting

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the recognised amounts and it intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

 

Income and expenses are presented on a net basis only when permitted under IFRSs.

 

e) Amounts due from and due to brokers

 

Amounts due from and to brokers represent receivables for securities sold and payables for securities purchased that have been contracted for but not yet settled or delivered on the statement of financial position date respectively.

 

Accounting policy for recognition of amounts due from and to brokers is discussed in note 2d.

 

f) Cash and cash equivalents

 

Cash and cash equivalents may comprise current deposits with banks, bank overdrafts and other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant changes in value and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes. Cash, deposits with banks and bank overdrafts are stated at their principal amount.

 

g) Share capital

 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds, net of tax. Incremental costs directly attributable to the issue of new ordinary shares or options are included in the cost of acquisition as part of the purchase consideration.

 

Where the Company re-purchases its own ordinary shares (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company's equity holders until the ordinary shares are cancelled, re-issued or disposed of. Where such shares are subsequently sold or reissued, the amount received, net of any directly attributable incremental transaction costs and the related income tax effects, is recognised as an increase in equity. Where such shares are subsequently cancelled, no further adjustments to shareholders equity or reserves are necessary.

 

h) Interest income and dividend income

 

Interest income is recognised in the statement of comprehensive income as it accrues, on a time-proportionate basis using the effective interest method. It includes interest income from cash and cash equivalents and on debt securities at fair value though profit or loss.

 

Income distributions from quoted Funds are recognised in the statement of comprehensive income as dividend income when declared. Dividend income from unquoted Funds and private equity investments is recognised when the right to receive payment is established.

 

Interest income on non-performing assets, pay-in-kind instruments (PIK) and PIK paired with profit participating notes (PIK/PPN) is recognised on receipt unless the Investment Manager deems it appropriate to recognise income on an accruals basis.

 

i) Expenses

 

All expenses are recognised in the statement of comprehensive income on an accruals basis.

 

j) Earnings per share

 

The Company presents basic and diluted earnings per share ("EPS") data for each class of its ordinary shares. Basic EPS of each share class is calculated by dividing the profit or loss attributable to the ordinary Shareholders of each share class by the weighted average number of ordinary shares outstanding for the respective share class during the period. Where dilutive instruments are in issue, diluted EPS is determined by adjusting the profit or loss attributable to ordinary Shareholders and the weighted average number of ordinary shares outstanding for the effects of the dilutive instruments.

 

k) Segment reporting

 

Although the Company has three classes of shares and invests in various investment themes, it is organised and operates as one business and 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 Board of Directors is charged with setting the Company's investment strategy in accordance with the Articles of Association. They have delegated the day to day implementation of this strategy to its Investment Manager but retain responsibility to ensure that adequate resources of the Company are directed in accordance with their decisions. The investment decisions of the Investment Manager are reviewed on a regular basis to ensure compliance with the policies and legal responsibilities of the Board. The Investment Manager has been given full authority to act on behalf of the Company, including the authority to purchase and sell securities and other investments on behalf of the Company and to carry out other actions as appropriate to give effect thereto. Whilst the Investment Manager may make the investment decisions on a day to day basis regarding the allocation of funds to different investments, any changes to the investment strategy or major allocation decisions have to be approved by the Board, even though they may be proposed by the Investment Manager. The Board therefore retains full responsibility as to the major allocation decisions made on an ongoing basis. The Investment Manager will always act under the terms of the Investment Management Agreement which cannot be radically changed without the approval of the Board of Directors.

 

As at 31 December 2011 and 2010, the Company has no assets classified as non-current assets.

 

The investment restrictions are as follows:

·; No more than 50 per cent of the Company's Net Asset Value may be invested in any one investment theme (with the exception of Special Situations in respect of which there is no investment restriction).

·; No more than 25 per cent of the Company's Net Asset Value may be invested in any one Ashmore Fund, other than in any Ashmore Funds, which has investment restrictions that have the effect of restricting it from investing 25 per cent of its Net Asset Value in any one investment.

·; No more than 25 per cent of the Company's Net Asset Value may be invested in any one direct investment.

·; No investment in any single Fund may comprise more than 50 per cent of the capital of such Fund.

·; Not more than 15 per cent of the Company's Net Asset Value may be invested in third party Funds.

·; The Company can borrow in aggregate up to 20 per cent of its Net Asset Value for the purpose of financing Share buybacks and subsequent repurchases of Shares or satisfying working capital requirements. A majority of the Shareholders can approve borrowing outside this limit.

 

The Company is domiciled in Guernsey, Channel Islands. Most of the Company's income is from investment entities incorporated in Guernsey. The investments of the Company are appropriately diversified in accordance with the investment restrictions described in the Prospectus.

 

The Company has also a diversified shareholder population as at 31 December 2011 and 2010, there was no shareholder who held more than 10% of the Company's net asset value.

 

l) New standards and interpretations not yet adopted

 

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2011, and have not been applied in preparing these financial statements as none of these are expected to have a significant effect on the measurement of the amounts recognised in the financial statements of the Company. 

 

Standards issued but not yet effective at the date of the issuance of the Company's financial statements which may have an impact on the Company's financial statements are listed below.

·; IFRS 9 Financial Instruments issued in November 2009. This standard will change the classification of financial assets. The standard is not expected to have an impact on the measurement basis of the financial assets since the majority of the Company's financial assets are measured at fair value through profit or loss.

 

IFRS 9 deals with classification and measurement of financial assets and its requirements represent a significant change from the existing requirements in IAS 39 in respect of financial assets. The standard contains two primary measurement categories for financial assets: at amortised cost and fair value. A financial asset would be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and the asset's contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets would be measured at fair value. The standard eliminates the existing IAS 39 categories of held to maturity, available for sale and loans and receivables.

 

For an investment in an equity instrument that is not held for trading, the standard permits an irrevocable election, on initial recognition, on an individual share-by-share basis, to present all fair value changes from the investment in other comprehensive income. No amount recognised in other comprehensive income would ever be reclassified to profit or loss. However, dividends on such investments are recognised in profit or loss, rather than other comprehensive income unless they clearly represent a partial recovery of the cost of the investment. Investments in equity instruments in respect of which an entity does not elect to present fair value changes in other comprehensive income would be measured at fair value with changes in fair value recognised in profit or loss.

 

The standard requires that derivatives embedded in contracts with a host that is a financial asset within the scope of the standard are not separated; instead the hybrid financial instrument is assessed in its entirety as to whether it should be measured at amortised cost or fair value.

 

The standard is effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted. The Company does not plan to adopt this standard early.

 

·; Improvements to IFRS issued in May 2011

The IASB issued Improvements to IFRS, an omnibus of amendments to its IFRS standards.

- IFRS 3 Business Combinations

- IFRS 7 Financial Instruments: Disclosures

- IAS 1 Presentation of Financial Statements

- IAS 27 Consolidated and Separate Financial Statements

- IFRIC 13 Customer Loyalty Programmes

The Company expects no significant impact from the adoption of the amendments on its financial position or performance. The adoption of the amendment to IFRS 7 is expected to have a limited impact on the disclosure of credit risk.

 

·; Amendments to IAS 32 and IFRS 7 issued in December 2011 in relation to Offsetting Financial Assets and Financial Liabilities

- IAS 32 Financial Instruments: Presentation, effective 1 January 2014

- IFRS 7 Financial Instruments: Disclosures, effective 1 January 2013

The adoption of these amendments is expected to have a limited impact on the disclosure of credit risk.

 

3. Taxation

 

The Director of Income Tax in Guernsey has confirmed that for the year ended 31 December 2011, the Company is exempt from Guernsey Income Tax under the Income Tax (Exempt bodies) (Guernsey) Ordinance 1989, and that any surplus income of the Company may be distributed without the deduction of Guernsey Income Tax. Pursuant to the exemption granted, under the above mentioned ordinance, the Company is subject to an annual fee, currently £600, payable to States of Guernsey Income Tax. 

 

4. Financial assets at fair value through profit or loss

2011

2010

US$

US$

Financial assets held for trading:

- Derivative financial assets

130,498

2,010,776

Total financial assets held for trading

130,498

2,010,776

Designated at fair value through profit or loss at inception:

- Equity investments

468,991,514

544,560,158

- Debt investments

45,884,138

47,772,566

Total designated at fair value through profit or loss at inception

514,875,652

592,332,724

Total financial assets at fair value through profit or loss

515,006,150

594,343,500

 

The Company is not required to consolidate any of the investments and the underlying investments of the Funds held as it does not control them.

 

2011

2010

US$

US$

Other net changes in fair value through profit or loss:

- Realised

36,729,035

62,686,244

- Change in unrealised

(127,445,428)

48,515,480

Total (losses)/gains

(90,716,393)

111,201,724

Other net changes in fair value of assets held for trading

32,675,305

64,924,463

Other net changes in fair value of assets designated at fair value through profit or loss

(123,391,698)

46,277,261

Total net (losses)/gains

(90,716,393)

111,201,724

 

As at 31 December 2011, derivative financial assets comprised of forward foreign currency contracts as follows:

 

Currency

Amount

Currency

Amount

Maturity

Unrealised

Bought

Bought

Sold

Sold

Date

gain

GBP

3,100

USD

4,814

10/01/2012

3

GBP

14,145

USD

21,904

03/01/2012

79

USD

1,900,223

EUR

1,461,794

23/01/2012

2,350

USD

1,900,676

EUR

1,461,794

23/01/2012

2,803

USD

21,261,128

BRL

40,179,280

03/04/2012

125,263

Derivative financial assets

130,498

 

As at 31 December 2010, derivative financial assets comprised forward foreign currency contracts as follows:

 

Currency

Amount

Currency

Amount

Maturity

Unrealised

Bought

Bought

Sold

Sold

Date

gain

EUR

55,868,000

USD

73,972,584

24/01/2011

974,968

GBP

191,645,000

USD

298,966,200

24/01/2011

1,035,808

Derivative financial assets

2,010,776

 

 

 

5. Financial liabilities at fair value through profit or loss

 

2011

2010

US$

US$

Financial liabilities held for trading

- Derivative financial liabilities

(1,758,640)

-

Total financial liabilities held for trading

(1,758,640)

-

Other net changes in fair value through profit or loss:

- Realised

(32,363,536)

(77,503,632)

- Change in unrealised

(1,758,640)

-

Total (losses)

(34,122,176)

(77,503,632)

Other net changes in fair value on liabilities held for trading

(34,122,176)

(77,503,632)

Total net (losses)

(34,122,176)

(77,503,632)

 

As at 31 December 2011, derivative financial liabilities comprised forward foreign currency contracts as follows:

 

 

Currency

Amount

Currency

Amount

Maturity

Unrealised

Bought

Bought

Sold

Sold

Date

loss

GBP

201,164,428

USD

313,525,423

20/01/2012

(945,417)

EUR

28,499,862

USD

37,619,248

20/01/2012

(618,090)

BRL

40,179,280

USD

21,636,661

04/01/2012

(101,059)

USD

21,441,528

BRL

40,179,280

04/01/2012

(94,074)

Derivative financial liabilities

(1,758,640)

 

As at 31 December 2010 there were no derivative financial liabilities in the Company.

 

6. Other financial liabilities

 

Other financial liabilities relate to accounts payable and accrued expenses, and comprised the following:

 

31 December 2011

31 December 2010

US$

US$

Management fee payable (net)

184,995

602,267

Incentive fee payable (note 10a)

5,041,589

5,713,108

Other accruals

343,590

332,293

5,570,174

6,647,668

 

Net management fee payable includes a rebate of US$678,415 (2010: US$687,480) due from the Investment Manager in accordance with the Investment Management Agreement as described in note 10a.

 

7. Capital and reserves

 

The Company's capital is represented by three classes of ordinary shares outstanding, namely the US$ share class, Euro share class and GBP share class. The holders of ordinary shares are entitled to dividends as declared from time to time and have no redemption rights.

 

The Company is authorised to issue an unlimited number of US$, € and £ shares at no par value.

 

Ordinary shares

The following table presents the summary of changes in the number of shares issued and fully paid during the year ended 31 December 2011:

 

US$ Shares

€ Shares

£ Shares

31 December 2010

21,791,041

6,050,757

20,372,123

Share conversions

(1,435,755)

(2,679,815)

3,136,700

Share repurchases

(458,930)

-

(324,815)

31 December 2011

19,896,356

3,370,942

23,184,008

 

Voting rights

The number of votes each share shall be entitled to on a poll at any general meeting of the Company (applying the Weighted Voting Calculation as described in the registration document published by the Company on 6 November 2007 (the "Prospectus")):

 

US Dollar Shares: 1.0000

Euro Shares: 1.4638

Sterling Shares: 2.0288

 

The above figures may be used by Shareholders as the denominator for the calculations, by which they will determine if they are required to notify their interest in, or a change to, their interest in the Company under the Financial Services Authority ("FSA")'s Disclosure and Transparency Rules.

 

Share conversion

A Shareholder shall have the right, as the Directors may determine for this purpose (at each "Conversion Calculation Date") to elect to convert some or all of the shares of any class then held by a Shareholder into a different class or classes of shares (the "New Class") by giving at least 5 Business days notice to the Company before the relevant Conversion Calculation Date. Prior to the 2011 AGM, shareholders were able to convert their shares on a quarterly basis at the NAV Calculation Dates in March, June, September and December. As per amended Articles of Association dated 18 April 2011, shareholders are now able to convert their shares on a monthly basis with the first month of monthly conversions being May 2011.

 

Special reserve

On 5 November 2007, the Company passed a special resolution that, conditional on admission of the shares becoming unconditional and the approval of the Royal Court (the "Court"), the amount standing to the credit of the share premium account of the Company following completion of the offering be cancelled and the amount of the share premium account so cancelled be credited as a distributable reserve to be established in the books of account of the Company which shall be able to be applied in any manner in which the Company's profits available for distribution (as determined in accordance with the Laws) are able to be applied, including the purchase of the Company's own shares and payment of dividends.

 

The cancellation of the share premium account was approved by the Court on 21 December 2007. The articles corresponding to the share premium account were removed from the Articles of Association accordingly.

 

In the financial statements for the year ended 31 December 2010 the transactions related to repurchases of own shares were presented in a separate equity category 'Reserve for own shares'. In these financial statements the 'Reserve for own shares' is merged into the 'Special Reserve' for the purpose of simplifying presentation of the equity balances attributable to the holders of the Company.

 

Repurchase of own shares (treasury shares)

The Board has Shareholder authority, up to the Company's next annual general meeting, to purchase (without making a tender offer) in the market up to 14.99% of the shares of each class in issue.

 

The Board intends to seek annual renewal of share repurchase authority from the Shareholders and may purchase shares of any class in the market on an ongoing basis. Repurchased shares will be subsequently held in treasury or cancelled by the Company. At no time may shares of any class representing in excess of 10% of the issued shares of such class be held in treasury.

 

For the year ended 31 December 2011, the following share repurchases were made:

 

Number of ordinary shares repurchased

Consideration in US$

US$ share class

458,930

3,710,064

£ share class

324,815

4,241,640

7,951,704

 

For the year ended 31 December 2010, the following share repurchases were made:

 

Number of ordinary shares repurchased

Consideration in US$

US$ share class

658,340

4,734,972

€ share class

153,114

1,372,999

£ share class

123,730

1,289,969

7,397,940

 

US$ treasury shares

€ treasury shares

£ treasury shares

Total

Shares held at 1 January 2011

1,149,820

484,460

401,646

2,035,926

Shares purchased

458,930

-

324,815

783,745

Shares cancelled

-

(175,000)

-

(175,000)

Shares held at 31 December 2011

1,608,750

309,460

726,461

2,644,671

 

No own shares were acquired from related parties during the year.

 

Capital management

The Company is not subject to externally imposed capital requirements. The Company's objective in managing capital is to ensure a stable capital base to maximise returns to all investors and to sustain future development of the business. The Company is managing its capital through the discount control mechanism discussed below. Additionally, the Company has put in place hedging mechanisms to hedge the currency risk arising on the non-USD share classes (note 13).

 

Discount control mechanism

The Board may, at their absolute discretion, utilise the share repurchase authority described above to address any imbalance between the supply of and demand for shares, and may do so actively if the closing price of any class of shares is 5 per cent or more below the most recently published Net Asset Value of the shares of that class. As set out above however, there can be no assurance that any such purchases will be made.

 

Distribution policy

The Company does not expect to pay dividends, at least in the short to medium-term, although subject to the Laws and the Listing Rules the Company may by ordinary resolution from time to time declare dividends. No dividend shall exceed the amount recommended by the Board. The Board may declare and pay interim dividends if, in the opinion of the Board, they are justified by the profits of the Company.

 

Following the positive outcome of the EGM held on 18 April 2011, the payment of special dividend was declared of approximately US$12million as well as a commitment to buy back shares worth up to US$8million in the market at discounts to NAV of greater than 10%. In the Board's view this approach provided an optimal blend of cost efficiency, NAV accretion and flexibility.

 

Dividends declared during the year

US$ Shares

€ Shares

£ Shares

Total dividend paid on 20 May 2011 (ex-date - 4 May 2011, record date - 6 May 2011)

US$4,171,915

US$1,362,675

US$6,656,282

Dividend per share

US$0.193

€0.187

£0.19

 

As announced after the EGM held on 18 April 2011, the rates per share for each class, were based upon the prevailing exchange rates and net asset values for each share class as at 31 March 2011.

 

As per amended Articles of Association of the Company dated 18 April 2011, dividends and distributions (including returns of capital) may be declared by the Directors in their sole discretion from time to time and such payments will not be subject to the approval of the Shareholders. The Company has also introduced a solvency test in replacement of the capital maintenance model in relation to the declaration of dividends and distributions.

 

Issue expenses

The expenses associated with the initial public offering (including underwriting commissions) are not borne by the Company. However, the Company will be liable to reimburse these costs if the Investment Management Agreement is terminated in certain circumstances within seven years from Admission (note 18).

 

8. Net Asset Value

 

The Net Asset Value of each US$, € and £ share is determined by dividing the total net assets of the Company attributed to the US$, € and £ share classes by the number of US$, €, and £ shares in issue at the period end as follows:

 

As at 31 December 2011

Net assets

Shares in issue

Net assets

Net assets

attributable to each

per share

per share

share class in US$

in US$

in local currency

US$ Share

171,285,720

19,896,356

8.61

8.61

€ Share

36,060,821

3,370,942

10.70

8.24

£ Share

305,473,040

23,184,008

13.18

8.48

512,819,581

As at 31 December 2010

Net assets

Shares in issue

Net assets

Net assets

attributable to each

per share

per share

share class in US$

in US$

in local currency

US$ Share

211,254,624

21,791,041

9.69

9.69

€ Share

76,302,740

6,050,757

12.61

9.40

£ Share

305,656,146

20,372,123

15.00

9.58

593,213,510

 

The allocation of the Company's Net Asset Value between share classes is further described in the Company's Prospectus.

 

9. Dividend income

 

Year ended 31 December 2011

Year ended 31 December 2010

Dividend income

US$

US$

Equity investments designated at fair value through profit or loss

75,013,721*

26,424,403

Total dividend income

75,013,721

26,424,403

 

*Included in the amount is a dividend of US$70,269,218 received from AEI Inc ("AEI"). During the year AEI agreed to sell operating companies representing some 80% of its total assets. After the repayment of debt and PIK notes, AEI retained some of the proceeds to fund ongoing investments and declared the remainder as a dividend, of US$12 per share, to its shareholders on record at the close of business on 29 April 2011. In the interim financial statements for the six months ended 30 June 2011 and before further distribution details were released by AEI, the total distributed amount ofUS$74,844,468 was recognised as dividend income. Based on the information provided by AEI in November 2011, US$4,575,250 was accounted for as a return of capital.

 

The distribution, consisting of the entirety of retained earnings (US$70,269,218) and a partial return of capital (US$4,575,250), represents a significant transfer of value to shareholders. The fair value per share (before and after distribution) decreased proportionately from US$15.78 per share to US$3.78 per share as the number of shares remained the same. This movement has been recognised as unrealised loss in 2011 and offsets the accumulated unrealised gain recognised in the prior year.

 

10. Significant agreements

 

a) Investment Manager

 

Ashmore Investment Management Limited (the "Investment Manager") is remunerated at a monthly rate of one twelfth of 2% of the Net Asset Value (calculated before the deduction of investment management fees for that month and before the deduction of any accrued incentive fee) payable monthly in arrears. There is an arrangement to offset the investment management fees payable by the Company against management fees charged at the Sub-Fund level so that the effective monthly investment management fee payable at Company level equates to one twelfth of 2% of the Net Asset Value.

 

The Company invests in other Ashmore Funds which are advised by the same Investment Manager. The Company is credited with a rebate of management fees from the Ashmore Funds it invests in to avoid double charging management fee.

 

The Investment Manager may terminate the Investment Management Agreement at any time after Admission by giving the Company not less than 6 months written notice provided that such termination does not take effect before the date which is 12 months from Admission.

 

The Investment Management Agreement, which is governed by English law, has a fixed term of three years which commences on Admission. Following this initial term, the agreement continues unless: (i) it is terminated by the Company, giving the Investment Manager not less than two years written notice, provided that any such notice may only be given following the expiry of the fixed initial term of three years; or (ii) it is terminated by the Company, giving the Investment Manager 60 calendar days written notice (a "Company 60 Day Notice") to expire no earlier than the fixed three year initial term of the agreement, provided that the Company provides the Investment Manager with certain compensation. In the event that the agreement is terminated in accordance with (i) above and such termination takes effect on or prior to the seventh anniversary of Admission, the Company will reimburse the Investment Manager for the costs of the initial public offering and of establishing the Company (the "Initial Costs") of approximately £14.6 million.

 

Net investment management fee during the year is as follows:

 

2011

2010

US$

US$

Investment management fee expense

(12,562,421)

(11,349,265)

Investment management fee rebate

8,633,565

8,276,605

(3,928,856)

(3,072,660)

 

The Investment Manager is entitled to incentive fees based on the performance of investments other than investments in Funds, if those investments achieve a return over the period in excess of 6% per annum. The incentive fee is computed at 20% of the excess. Incentive fees are payable only upon the realisation of the investments. During the year, incentive fees of US$4,838,585 (2010: US$4,579,970) were incurred.

 

The Investment Manager is also entitled to buyback fees equal to 4% of the amount by which Net Asset Value is reduced as a result of the repurchase of shares pursuant to the Company's buy-back policy. The investment management fee expense amounts are shown net of buyback fees.

 

b) Directors' remuneration

 

Directors' remuneration for the year ended 31 December 2011 was as follows; Directors: £33,000 per annum, the Chairman: £75,000 per annum and the Chairman of the Audit Committee: £35,000 per annum. Mr. Dell's fee is paid to Ashmore Group plc.

 

c) Administrator

 

The Administrator, Northern Trust International Fund Administration Services (Guernsey) Limited, performs administrative duties for which it is remunerated with a fee calculated as follows:

 

Company's Total Net Assets

Up to $500 million

0.04%

$500 million to $1 billion

0.025%

Over $1 billion

0.01%

 

d) Custodian

 

Northern Trust (Guernsey) Limited (the "Custodian"), is remunerated at an annual rate of 0.02 per cent of the Total Net Assets of the Company. Sub-custodian fees are borne by the Company.

 

11. Other expenses

 

2011

2010

US$

US$

Promotional fees

309,734

-

Premium listing fees

403,091

-

Audit fees

144,677

160,600

Miscellaneous fees

401,720

294,263

1,259,222

454,863

 

Promotional fees are fees reimbursed to Investment Manager for promotional and administrational costs they incurred in relation to the Company.

 

12. Earnings per share (EPS)

 

The calculation of the earnings per US$, € and £ share is based on the gain for the year attributable to US$, € and £ Shareholders and the respective weighted average number of shares in issue for each share class during the year.

 

Loss attributable to each share class for the year ended 31 December 2011:

 

US$ Share

€ Share

£ Share

(Loss) per share class (US$)

(17,356,421)

(3,648,750)

(39,246,182)

Weighted average number of shares

20,718,578

4,091,223

22,380,197

EPS per share class

(0.84)

(0.89)

(1.75)

Issued shares at the beginning of year

21,791,041

6,050,757

20,372,123

Effect on the weighted average number of shares:

Conversion of shares

(841,931)

(1,959,534)

2,156,196

Repurchase of own shares

(230,532)

-

(148,122)

Weighted average number of shares

20,718,578

4,091,223

22,380,197

 

There were no dilutive instruments in issue during the year.

 

Earnings attributable to each share class for the year ended 31 December 2010:

 

US$ Share

€ Share

£ Share

Gain per share class (US$)

23,587,121

2,953,593

24,312,858

Weighted average number of shares

22,353,239

6,177,474

20,312,655

EPS per share class

1.06

0.48

1.20

Issued shares at the beginning of year

23,106,315

5,812,364

20,413,468

Effect on the weighted average number of shares:

Conversion of shares

(515,587)

424,326

(40,073)

Repurchase of own shares

(237,489)

(59,216)

(60,740)

Weighted average number of shares

22,353,239

6,177,474

20,312,655

 

There were no dilutive instruments in issue during the year.

 

13. Financial risks management

 

The Company's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk.

 

The Company sets policies and processes in place to measure and manage the various types of risk to which it is exposed; these are explained below.

 

Market risk

The majority of the Company's financial instruments are recognised at fair value, and changes in market conditions directly affect net investment income.

 

i) Currency risk

Although the majority of the Company's investments are denominated in US$, the Company may invest in financial instruments denominated in currencies other than its functional currency. Consequently, the Company is exposed to risks that the exchange rate of its currency, relative to other foreign currencies, may change in a manner that has an adverse effect on the value of that portion of the Company's assets or liabilities denominated in currencies other than the US$.

 

When appropriate, currency exposures may be hedged by the Investment Manager by reference to the most recent Net Asset Value of the underlying investment Funds via the use of forward foreign currency contracts or similar instruments.

 

As at the statement of financial position date, the Company is not exposed to any significant currency risk arising on its financial assets and liabilities, as all investments of the Company are denominated in US$. However, the Company has put in place hedging mechanisms to hedge the currency risk arising on the € share class and £ share class.

 

The shares in the Company are denominated in US$, € and £. The base currency is the US Dollar, and therefore non-US Dollar subscription monies for shares will typically be converted to US Dollars for operational purposes. The costs and any benefit of hedging the foreign currency exposure of the assets attributable to the shares denominated in Euros and Sterling from the US Dollar will be allocated solely to the relevant class of shares. This may result in variations in the Net Asset Value of the three classes of shares as expressed in US Dollars.

 

As at 31 December 2011 the net foreign currency exposure on the € share class and £ share class was as follows (in US$):

 

€ Share

£ Share

Currency exposure of non-US$ share class

36,060,821

305,473,040

Effect of currency hedge

(33,818,349)

(313,552,141)

Net foreign currency exposure

2,242,472

(8,079,101)

 

As at 31 December 2010 the net foreign currency exposure on the € share class and £ share class was as follows (in US$):

 

€ Share

£ Share

Currency exposure of non-US$ share class

76,302,740

305,656,146

Effect of currency hedge

(73,972,584)

(298,966,200)

Net foreign currency exposure

2,330,156

6,689,946

 

As at 31 December 2011, had the US Dollar strengthened by 1% in relation to Euro and Pound Sterling, with all other variables held constant, net assets attributable to equity holders would have increased by US$16,281 (2010: decreased by US$20,108).

 

A 1% weakening of the US Dollar against the above currencies would have resulted in an equal but opposite effect on the net assets attributable to shareholders, on the basis that all other variables remain constant. The currency risk sensitivity analysis provided is a relative estimate of risk rather than a precise and accurate number.

 

ii) Interest rate risk

The majority of the Company's financial assets and liabilities are non-interest bearing (2011: 99.00%, 2010: 99.07%). As at 31 December 2011, interest-bearing financial assets comprise of cash and cash equivalents of US$5,142,245. The Company's investment portfolio is composed entirely of non-interest bearing assets as at the same date (2011: 100%, 2010: 100%). As a result, the Company is subject to limited exposure to interest rate risk due to fluctuations in the prevailing levels of market interest rates and a sensitivity analysis of interest rate risk is not meaningful at this time.

 

iii) Other price risk

Other price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk), whether caused by factors specific to an individual investment, its issuer or any other relevant factors.

 

The Company's strategy for the management of price risk is driven by the Company's investment objective. The Company invests primarily in Funds managed by the Investment Manager ("Ashmore Funds") with a principal focus on Special Situations. The Company may also invest (or co-invest alongside Ashmore Funds and/or others when appropriate) in direct investments and, on a limited basis, third party Funds. Accordingly, in order to achieve a principal focus on Special Situations over time, a significant proportion of the net proceeds may be invested in Ashmore Global Special Situations Funds.

 

The Company is managed in accordance with the investment restrictions described in note 2k. These restrictions are intended to ensure that the investments of the Company are appropriately diversified.

 

Details of the Company's investment portfolio at the statement of financial position date are disclosed in the Schedule of Investments.

 

The table below summarises the sensitivity of the Company's net assets attributable to equity holders to investment price movements as at the statement of financial position date. The analysis is based on the assumption that the prices of the investments increases by 5% (2010: 5%), with all other variables held constant. 

 

A 5% decrease in prices of the investments would result in an equal but opposite effect on the net assets attributable to equity holders, on the basis that all other variables remain constant. The price risk sensitivity analysis provided is a relative estimate of risk rather than a precise and accurate number.

 

31 December 2011

31 December 2010

US$

US$

Equity investments

23,449,576

27,228,010

Debt investments

2,294,207

2,388,630

25,743,783

29,616,640

 

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. Credit risk is generally higher when a non exchange-traded financial instrument is involved, because the counterparty is not backed by an exchange clearing house.

 

As at the statement of financial position date, the maximum exposure to credit risk before any credit enhancements is the carrying amount of the financial assets as set out below:

 

31 December 2011

31 December 2010

US$

US$

Cash and cash equivalents

5,142,245

5,517,678

Forward currency contracts

130,498

2,010,776

5,272,743

7,528,454

 

None of these assets are impaired nor past due but not impaired.

 

Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered small due to the short settlement period involved. In addition, the Company monitors the credit rating and the financial positions of the brokers used to further mitigate this risk.

 

Substantially all of the assets, including cash, of the Company are held by Northern Trust (Guernsey) Limited. Bankruptcy or insolvency of the Custodian may cause the Company's rights with respect to securities held by the Custodian to be delayed or limited. The Company monitors its risk by monitoring the credit quality and financial positions of the Custodian that the Company uses.

 

The Company is not considered to have exposure to credit risk on the PIK/PPN debt instruments, as the underlying investment is an equity (PIK and PPN agreements are made with an SPV used to acquire the direct investment).

 

The Company is considered to have exposure to concentration risk in AEI Inc - Equity and Renovavel Investments BV New PIK/PPN which are also held in the GSSF Funds. As at 31 December 2011 the value of these instruments (held directly and indirectly) amounted to US$39,840,669 and US$85,388,388 respectively, and was classified in the caption 'Financial assets at fair value through profit and loss' in the statement of financial position.

 

Liquidity risk

The Company is not exposed to any significant liquidity risk arising from redemptions at the Shareholders' discretion as the shares issued have no defined redeemable date.

 

In accordance with the investment objective, a significant proportion of the Company's investments are focused on special situations via investments in unlisted Funds and other financial instruments. As a result, in certain circumstances, the Company may not be able to quickly liquidate its investments in these instruments (all except Ashmore SICAV Emerging Markets Local Currency Corporate Debt Fund).

 

All residual maturities of the financial liabilities of the Company in US$ as at 31 December 2011 and 2010 are less than 3 months, except for incentive fees payable to the Investment Manager on realisation of investment.

 

Liquidity risk is primarily related to outstanding commitments and recallable distributions from investments in limited partnerships and is not considered significant. Capital commitments or distributions can be called upon with a notice of no less than 10 business days. In the event of commitment being called or distribution recalled, the Company can liquidate investments in the daily dealing instruments.

 

14. Fair value disclosures

 

The Company classifies fair value measurements (note 2d) 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 price (unadjusted) in an active market for an identical instrument.

·; 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 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 in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, 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 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 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 at 31 December 2011:

 

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

-

130,498

-

130,498

Financial assets designated at fair value through profit or loss at inception:

- Equity investments

24,914,630

110,126,900

333,949,984

468,991,514

- Debt investments

-

-

45,884,138

45,884,138

Total

24,914,630

110,257,398

379,834,122

515,006,150

Financial liabilities at fair value through profit and loss

Financial liabilities held for trading:

- Derivative financial liabilities

-

1,758,640

-

-

Total

-

1,758,640

-

-

 

The following table analyses within the fair value hierarchy the Company's financial assets at fair value through profit and loss (by class) measured at fair value at 31 December 2010:

 

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

-

2,010,776

-

2,010,776

Financial assets designated at fair value through profit or loss at inception:

- Equity investments

184,968,883

-

359,591,275

544,560,158

- Debt investments

-

-

47,772,566

47,772,566

Total

184,968,883

2,010,776

407,363,841

594,343,500

 

The Company had nil financial liabilities at fair value through profit and loss as at 31 December 2010.

 

Level 1 assets include all listed Funds with regular quotes in active markets.

Level 2 assets include Ashmore SICAV 2 Global Liquidity US$ Fund, which is a money market Fund with daily NAV of US$1 and an unrealised gain on forward currency contracts that is calculated internally using observable data and the listed Fund, Ashmore Asian Recovery Fund ("ARF") which was transferred from level 1 to level 2, due to redemption period restrictions.

Level 3assets 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, quoted by the administrator of the unquoted Fund as at the close of business on the relevant valuation day.

 

There were no transfers between levels 1 and 2 for the year ended 31 December 2010.

 

The following tables present the movement in level 3 instruments for the years ended 31 December 2011 and 2010 by class of financial instrument.

 

Equity securities

Debt securities

Total

Opening balance 1 January 2011

359,591,275

47,772,566

407,363,841

Purchases

86,806,289

-

86,806,289

Sales and return of capital

(14,570,177)

-

(14,570,177)

Gains and losses recognised in profit and loss

(97,877,403)

(1,888,428)

(99,765,831)

Closing balance 31 December 2011

333,949,984

45,884,138

379,834,122

 

Equity securities

Debt securities

Total

Opening balance 1 January 2010

403,452,874

-

403,452,874

Purchases

26,840,027

26,561,862

53,401,889

Sales

(69,737,661)

-

(69,737,661)

Gains and losses recognised in profit and loss

(963,965)

21,210,704

20,246,739

Closing balance 31 December 2010

359,591,275

47,772,566

407,363,841

 

Total gains and losses included in the statement of comprehensive income are presented in 'Other net changes in fair value of financial assets and financial liabilities at fair value through profit and loss'.

 

As at 31 December 2011 and 2010 the carrying value of other financial assets and liabilities approximate their fair values.

 

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 event and market volatility outside of local market hours). These assets, which are classified within level 3, 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 were 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.

 

The main inputs used by the third party valuation specialist in estimating the value of level 3 investments 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 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 equity investments in Level 3, changing one or more of the assumptions used to alternative assumptions would result in an increase/(decrease) in net assets attributable to equity holders. 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 year that are different from the assumptions used could require a material adjustment to the carrying amounts of affected assets.

 

15. Ultimate controlling party

 

In the opinion of the Directors on the basis of shareholdings advised to them, the Company has no ultimate controlling party.

 

16. Related party transactions

 

Parties are considered to be related if one party has the ability to control the other party or 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 Management Limited.

 

The Company and the Investment Manager have entered into an Investment Management Agreement amended 26 April 2011 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 Association.

 

During the year ended 31 December 2011, 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)

(3,928,856)

(184,995)

Ashmore Investment Management Limited

Incentive fees

(4,838,585)

(5,041,589)

Ashmore Investment Management Limited

Promotional fees

(309,734)

(79,099)

Board of Directors

Directors' fees

(341,834)

(27,000)

Investment Activity

US$

Related Funds

Purchases

(205,614,547)

Related Funds

Sales

155,212,520

Related Funds

Dividends

8,853,826

Ashmore SICAV 2 Global Liquidity US$ Fund

Purchases

(17,000,000)

Ashmore SICAV 2 Global Liquidity US$ Fund

Sales

17,001,452

Ashmore SICAV 2 Global Liquidity US$ Fund

Dividends

1,581

 

During the year ended 31 December 2010, 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)

(3,072,660)

(602,267)

Ashmore Investment Management Limited

Incentive fees

(4,579,970)

(5,713,108)

Ashmore Investment Management Limited

Promotional fees

-

(40,000)

Board of Directors

Directors' fees

(318,513)

(24,369)

Investment Activity

US$

Related Funds

Purchases

(180,808,183)

Related Funds

Sales

223,415,649

Related Funds

Dividends

26,154,450

Ashmore SICAV 2 Global Liquidity US$ Fund

Purchases

(2,060,173)

Ashmore SICAV 2 Global Liquidity US$ Fund

Sales

2,101,520

Ashmore SICAV 2 Global Liquidity US$ Fund

Dividends

187

 

Related Funds are other Funds managed by Ashmore Investment Management Limited.

 

Purchases and Sales of the Ashmore SICAV 2 Global Liquidity Fund ("Global Liquidity Fund") are solely related to cash management of USD on account. Funds are swept into the S&P AAAm rated Global Liquidity Fund and returned as and when required for asset purchases. The Global Liquidity Fund is managed under the dual objectives of preservation of capital and provision of daily liquidity, investing exclusively in very highly rated short term liquid money market securities.

 

17. Subsequent events

 

Share conversion

The following conversions occurred subsequent to December's valuation with effect in January 2012:

 

 

Transfers from

Transfers to

Number of shares to switch out

Number of shares to switch in

US$ shares

£ shares

120,771

78,903

€ shares

£ shares

27,517

22,335

£ shares

US$ shares

23,408

35,829

 

The following conversions occurred subsequent to March's valuation with effect in April 2012:

 

Transfers from

Transfers to

Number of shares to switch out

Number of shares to switch in

€ shares

£ shares

231,253

186,966

€ shares

US$ shares

25,566

32,537

£ shares

US$ shares

1,439

2,265

 

Notice of Extraordinary General Meeting

In accordance with the Company's discount management provisions, Ashmore Global Opportunities Limited announced that, on 16 February 2012, shares representing 75% or more of the Net Asset Value of the Company had traded at an average discount to Net Asset Value of greater than 10%, measured over a 365 day period. Accordingly, an Extraordinary General Meeting of the Company will be convened on 7 June 2012 at which the Directors will set out proposals to wind up, reorganise or reconstruct the Company.

 

As the Euro share class of the Company no longer meets the public hands requirement, in March 2012 the Directors of the Company have resolved, in accordance with the Articles, to convert all the Euro class shares in issue into US Dollar class shares and any Euro class shares which are held in treasury into US Dollar class shares.. The share conversion ratio has been determined in accordance with the Articles at 1.37487970 US Dollar shares for each Euro share. As a result the following forced conversion took place subsequent to March's valuation with effect in April 2012:

 

Transfers from

Transfers to

Number of shares to switch out

Number of shares to switch in

€ shares

US$ shares

3,086,606

4,243,712

€ treasury shares

US$ treasury shares

309,460

425,470

 

18. Contingent liabilities

 

In accordance with the Company's Prospectus, in the event that the Investment Management Agreement is terminated prior to the seventh Anniversary of Admission (12 December 2014), the Company will be required to reimburse the Investment Manager for the Initial Costs, being approximately £14.6 million.

 

19. Commitments

 

During the year ended 31 December 2010, Ashmore Global Special Situations Fund 4 ("GSSF 4") paid to AGOL a distribution of US$13,605,265. As per GSSF 4's Limited Partnership Agreement, 25% of this amount is subject to recall by GSSF 4 for up to 2 years after the distribution date. A recall would increase the amount of undrawn commitments in AGOL.

 

During the year ended 31 December 2010, Ashmore Global Special Situations Fund 5 ("GSSF 5"), to which AGOL originally made a US$50 million commitment, declared a distribution of US$4,918,928 and offered Shareholders the choice of receiving a distribution or rolling over their capital. AGOL decided to roll over its capital, effectively increasing its commitment to GSSF 5 to the amount of US$54,918,928. AGOL received a second distribution from GSSF 5 for the amount of US$7,344,772 with no option of rolling over the capital. As per GSSF 5's Limited Partnership Agreement, 25% of the amounts distributed are subject to recall by GSSF 5 for up to 2 years after the distribution dates. No distributions from GSSF 5 were received during the year ended 31 December 2011.

 

During the year ended 31 December 2010, the Company entered into subscription agreements with Everbright Ashmore China Real Estate Fund LP for a total commitment of US$10 million. As at 31 December 2011 the outstanding commitment was US$4,987,728.

 

During the year ended 31 December 2011, the Company increased the commitment to VTBC Ashmore Real Estate Partners 1 LP to a total of 11.4 million. As at 31 December 2011 the outstanding commitment was 7,833,696.

 

During the year ended 31 December 2011, the Company entered into subscription agreements with AA Development Capital India Fund LP to a total commitment of US$4,327,064. As at 31 December 2011 the outstanding commitment was US$1,559,197.

 

Corporate Information

 

Directors

Jonathan Agnew - Chairman

Graeme Dell

Nigel de la Rue

Christopher Legge

Richard Hotchkis

 

Custodian

Northern Trust (Guernsey) Limited

Trafalgar Court

Les Banques

St Peter Port

Guernsey GY1 3DA

Channel Islands

 

Administrator, Secretary and Registrar

Northern Trust International Fund

Administration Services (Guernsey) Limited

Trafalgar Court

Les Banques

St Peter Port

Guernsey GY1 3QL

Channel Islands

 

Auditor

KPMG Channel Islands Limited

20 New Street

St Peter Port

Guernsey GY1 4AN

Channel Islands

 

Investment Manager

Ashmore Investment Management Limited

61 Aldwych

London WC2B 4AE

United Kingdom

Advocates to the Company

Carey Olsen

Carey House

Les Banques

St Peter Port

Guernsey GY1 4BZ

Channel Islands

 

Registered Office

Ashmore Global Opportunities Limited

Trafalgar Court

Les Banques

St Peter Port

Guernsey GY1 3QL

Channel Islands

 

UK Solicitors to the Company

Slaughter and May

One Bunhill Row

London EC1Y 8YY

United Kingdom

Broker

J.P. Morgan Cazenove

20 Moorgate

London EC2R 6DA

United Kingdom

 

 

Broker

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

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR SEMFEMFESEIL
Date   Source Headline
22nd Sep 202011:30 amPRNResult of AGM
21st Aug 20205:34 pmPRNHalf-year Report
21st Aug 20204:10 pmPRNNotice of AGM
16th Jul 20204:05 pmPRNNet Asset Value(s)
16th Jun 20205:05 pmPRNTotal Voting Rights
27th Apr 20208:50 amPRNFinal Results
7th Apr 20205:15 pmPRNHolding(s) in Company
27th Mar 20205:00 pmPRNShare Conversion & Closure of Sterling Share Class
26th Mar 20205:30 pmRNSAshmore Global Opportunities
17th Mar 20206:20 pmPRNNet Asset Value(s)
2nd Mar 20204:41 pmRNSSecond Price Monitoring Extn
2nd Mar 20204:36 pmRNSPrice Monitoring Extension
27th Feb 20205:15 pmPRNConversion of Share Class
18th Feb 20205:54 pmPRNNet Asset Value(s)
20th Jan 20207:00 amPRNNet Asset Value(s)
3rd Jan 20202:54 pmPRNConversion of Securities
18th Dec 20197:00 amPRNNet Asset Value(s)
4th Dec 20194:40 pmRNSSecond Price Monitoring Extn
4th Dec 20194:35 pmRNSPrice Monitoring Extension
27th Nov 20193:37 pmPRNRevaluation of an Asset
19th Nov 20192:37 pmPRNNet Asset Value(s)
16th Oct 20194:40 pmPRNNet Asset Value(s)
30th Sep 20194:35 pmRNSPrice Monitoring Extension
27th Sep 20195:10 pmPRNConversion of Securities
18th Sep 20197:00 amPRNNet Asset Value(s)
23rd Aug 20194:59 pmPRNHalf-year Report
23rd Aug 20191:19 pmPRNResult of AGM
19th Aug 20199:08 amPRNNet Asset Value(s)
16th Jul 20193:19 pmPRNNet Asset Value(s)
27th Jun 20199:48 amPRNNotice of AGM
20th Jun 20197:00 amPRNNet Asset Value(s)
10th Jun 201911:41 amPRNTotal Voting Rights
7th Jun 20195:25 pmPRNTotal Voting Rights
30th May 20193:38 pmPRNCancellation of the May 2019 Share Conversion
28th May 20195:56 pmPRNNotice of Compulsory Partial Redemption of Shares
28th May 201912:44 pmPRNRevaluation of an Asset
17th May 20197:00 amPRNNet Asset Value(s)
24th Apr 20199:05 amPRNAnnual Financial Report
16th Apr 201911:08 amPRNNet Asset Value(s)
28th Mar 201911:10 amPRNRevaluation of an Asset
15th Mar 20194:44 pmPRNNet Asset Value(s)
11th Mar 20195:21 pmPRNTotal Voting Rights
4th Mar 20199:49 amPRNCancellation of the February 2019 Share Conversion
22nd Feb 20195:27 pmPRNNotice of Compulsory Partial Redemption of Shares
18th Feb 20197:00 amPRNMonth End Final Net Asset Value(s)
17th Jan 20195:03 pmPRNNet Asset Value(s)
28th Dec 20183:32 pmPRNConversion of Securities
18th Dec 20184:41 pmPRNNet Asset Value(s)
28th Nov 20189:32 amPRNRevaluation of an Asset
19th Nov 201812:29 pmPRNNet Asset Value(s)

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