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Interm Report

6 Aug 2014 07:00

RNS Number : 3447O
Sherborne Investors (Guernsey)B Ltd
06 August 2014
 



Sherborne Investors (Guernsey) B Limited

 

Interim Report and Condensed Consolidated Financial Statements

 

COMPANY SUMMARY

 

The Company

The Company is a Guernsey domiciled limited company and its shares are admitted to trading on the London Stock Exchange's Specialist Fund Market ("SFM"). The Company was incorporated on 8 November 2012. The Company commenced dealings on AIM on 29 November 2012 and moved from AIM to the SFM on 7 May 2013.

Investment Objective and Policy

The Company's investment objective, through its investment in the Investment Partnership, is to realise capital growth from investment in a target company identified by the Investment Manager with the aim of generating a significant capital return for Shareholders.

 

The Company's investment policy is to invest in a company which is publicly quoted, most likely on a UK stock exchange, which it considers to be undervalued as a result of operational deficiencies and which it believes can be rectified by the Investment Manager's active involvement, thereby increasing the value of the investment. The Company will only invest in one target company at a time.

Investment Manager

The General Partner and the Investment Partnership have appointed Sherborne Investors Management (Guernsey) LLC to provide investment management services to the Investment Partnership.

CHAIRMAN'S STATEMENT

 

To our Shareholders:

 

In November 2013 the Investment Manager informed the Company that 3i Group plc ("3i") would no longer be pursued as a turnaround investment and that all economic exposure to the investment had been offset through the use of derivatives. A residual investment in shares and derivative securities of 3i included in the net asset value of the Company at 31 December 2013 was sold in January 2014. Proceeds realised from the sale of 3i, net of previously distributed profits, were retained for deployment into a new investment.

 

In December 2013, the Investment Manager proposed an investment by SIGB, LP in a New Selected Target Company, Electra Private Equity plc ("Electra"). The Board of Directors of the Company approved the Electra investment and the price up to which the Investment Manager could purchase shares in it. In January 2014, SIGB, LP began to acquire an economic interest in Electra. As at 30 June 2014, SIGB, LP held 6,743,435 ordinary shares, or approximately 19.04% of Electra's outstanding shares. Pursuant to its existing authority, the Investment Manager may sell, short or otherwise dispose of all or a part of such shares held in Electra or purchase additional securities at any time.

 

The Directors will continue to assess the principal risks and uncertainties relating to the Company for the remaining six months of the year but expect these to remain unchanged.

 

At 30 June 2014, the net asset value attributable to shareholders of the Company was £201.8 million or 97.48 pence per share. The Company's net asset value was based on the closing price of 2,682 pence as at 30 June for the shares of Electra.

 

During the period Numis Securities Limited was appointed as the sole financial adviser and corporate broker to the Company with effect from 28 February 2014. We look forward to working with Numis going forward.

 

As at the date of this letter, the Company's shareholding in Electra is not materially different from the end of the period.

 

We are grateful for your continued support and will keep you informed of the status of our investments as they develop.

 

Yours sincerely,

 

Talmai Morgan

Chairman

 

Sherborne Investors (Guernsey) B Limited

5 August 2014

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

Responsibility statement

We confirm that to the best of our knowledge:

• the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

• the interim report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

• the interim report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

 

By order of the Board

For Sherborne Investors (Guernsey) B Limited

 

Talmai Morgan

Chairman

5 August 2014

 

INDEPENDENT AUDITOR'S REVIEW REPORT TO THE MEMBERS OF SHERBORNE INVESTORS (GUERNSEY) B LIMITED

 

We have been engaged by Sherborne Investors (Guernsey) B Limited ("the Company") to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 which comprises the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Financial Position, the Condensed Consolidated Statement of Changes in Equity, the Condensed Consolidated Statement of Cash Flow and related notes 1 to 15. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an independent review 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, for our review work, for this report, or for the conclusions we have formed.

 

Directors' responsibilities

 

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

As disclosed in note 1, the annual financial statements of the Company are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

 

Scope of review

 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the period ended 30 June 2014 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

Deloitte LLP

Chartered Accountants and Statutory Auditor

Guernsey, Channel Islands

5 August 2014

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

 

1 January 2014 to

8 November 2012 to

8 November 2012 to

30 June 2014

30 June 2013

31 December 2013

Notes

£

£

£

£

£

£

Income

1(e)

Unrealised (loss)/gain on investments held at fair value through profit or loss

1(d), 5

(14,019,863)

15,370,740

19,126,162

Realised gain on investments and derivative contracts

5

21,004,048

18,756,369

27,521,380

Dividend income

-

2,614,970

5,153,178

Bank interest income

123,091

148,487

228,980

7,107,276

36,890,566

52,029,700

Expenses

1(f)

Professional fees

330,824

653,348

876,983

Trading and custodian fees

1,752,075

1,217,014

1,348,207

Administrative fees

133,253

156,249

284,095

Other fees

39,630

75,167

142,389

Management fees

14

680,288

567,390

1,438,278

Non-recurring expenses*

-

273,536

273,536

Directors' fees

2

55,000

77,310

132,310

(2,991,070)

(3,020,014)

(4,495,798)

Consolidated comprehensive income for the period

4,116,206

33,870,552

47,533,902

Income attributable to:

Shareholders

4,312,424

33,863,568

37,593,790

Non-controlling interest

1(b), 14

(196,218)

6,984

9,940,112

Weighted average number of shares outstanding

207,000,000

207,000,000

207,000,000

Basic and diluted gain per share (pence)

4

2.08

16.36

18.16

All revenue and expenses are derived from continuing operations.

*Non-recurring expenses incurred in 2013 relate to the total costs associated with the migration from AIM to SFM.

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

 

30 June 2014

30 June 2013

31 December 2013

Notes

£

£

£

£

£

£

Non-current Assets

Financial assets at fair value through profit or loss

5

180,858,927

166,944,435

135,394,351

180,858,927

166,944,435

135,394,351

Current Assets

Prepaid expenses

6

25,304

46,312

47,849

Income receivable

7

-

2,617,742

2,538,766

Cash and cash equivalents

8, 15

21,012,894

69,315,459

69,519,409

21,038,198

71,979,513

72,106,024

Current Liabilities

Trade and other payables

9

(113,070)

(1,190,053)

(91,630)

Net Current Assets

20,925,128

70,789,460

72,014,394

Net Assets

201,784,055

237,733,895

207,408,745

Capital and Reserves

Called up share capital and share premium

10

203,833,343

203,833,343

203,833,343

Retained earnings

(2,971,318)

31,866,343

(6,393,710)

Equity attributable to the Company

200,862,025

235,699,686

197,439,633

Non-controlling interest

1(l), 14

922,030

2,034,209

9,969,112

Total Equity

201,784,055

237,733,895

207,408,745

 

The Condensed Consolidated Financial Statements were approved by the Board of Directors for issue on 5 August 2014.

 

Signed on behalf of the Board:

 

Talmai Morgan

Director

 

Although not required by IAS 34 - 'Interim Financial Reporting', the comparative figures for the preceding year and the related notes have been included on a voluntary basis.

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

 

Share Capital

and Share

Premium

Retained

Reserves

Non-

Controlling

Interest

Total

Equity

Notes

£

£

£

£

Balance at 1 January 2014

203,833,343

(6,393,710)

9,969,112

207,408,745

Distribution to non-controlling interest

1(b)

-

-

(7,736)

(7,736)

Total comprehensive income for the period

-

4,312,424

(196,218)

4,116,206

Incentive allocation

14,1(l)

-

(890,032)

890,032

-

Incentive distribution

14,1(l)

(9,733,160)

(9,733,160)

Balance at 30 June 2014

203,833,343

(2,971,318)

922,030

201,784,055

 

Share Capital

and Share

Premium

Retained

Reserves

Non-

Controlling

Interest

Total

Equity

Notes

£

£

£

£

Balance at 8 November 2012

-

-

-

-

Issue of share premium

10

207,000,000

-

-

207,000,000

Investment by non-controlling interest

1(b)

-

-

30,000

30,000

Cost of share issue

10

(3,166,657)

-

-

(3,166,657)

Total comprehensive income for the period

-

33,863,568

6,984

33,870,552

Incentive allocation

14,1(l)

-

(1,997,225)

----1,997,225

-

Dividends

12

-

-

-

-

Balance at 30 June 2013

203,833,343

31,866,343

2,034,209

237,733,895

 

Share Capital

and Share

Premium

Retained

Reserves

Non-

Controlling

Interest

Total

Equity

Notes

£

£

£

£

Balance at 8 November 2012

-

-

-

-

Issue of share premium

10

207,000,000

-

-

207,000,000

Investment by non-controlling interest

1(b)

-

-

29,000

29,000

Cost of share issue

10

(3,166,657)

-

-

(3,166,657)

Total comprehensive income for the period

-

47,523,970

9,932

47,533,902

Incentive allocation

14,1(l)

-

(9,930,180)

----9,930,180

-

Dividends

12

-

(43,987,500)

-

(43,987,500)

Balance at 31 December 2013

203,833,343

(6,393,710)

9,969,112

207,408,745

Although not required by IAS 34 - 'Interim Financial Reporting', the comparative figures for the preceding year and the related notes have been included on a voluntary basis.

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

 

Notes

1 January 2014 to

30 June 2014

8 November 2012 to

30 June 2013

8 November 2012

to

31 December 2013

£

Net cash flow used in operating activities

(285,228)

(1,730,558)

(1,608,625)

Investing activities

Purchase of investments

(175,752,628)

(235,873,181)

(237,273,671)

Proceeds from disposal of investments

137,272,237

103,055,855

145,828,453

Proceeds from derivatives contracts

-

-

2,698,409

Net cash flows used in investing activities

(38,480,391)

(132,817,326)

(88,746,809)

Financing activities

Issue of share premium

10

-

207,000,000

207,000,000

Cost of share issue

10

-

(3,166,657)

(3,166,657)

(Distributions) to/commitments from non-controlling interest

14

(7,736)

30,000

29,000

Incentive distribution

14

(9,733,160)

-

-

Dividends paid

12

-

-

(43,987,500)

Net cash flows (used in)/from financing activities

(9,740,896)

203,863,343

159,874,843

Net (decrease)/increase in cash and cash equivalents

(48,506,515)

69,315,459

69,519,409

Cash and cash equivalents at beginning of period

69,519,409

-

-

Cash and cash equivalents at period end

21,012,894

69,315,459

69,519,409

Net cash flow used in operating activities

Total consolidated comprehensive income for the period

4,116,206

33,870,552

47,533,902

Realised gain on investments and derivative contracts

(21,004,048)

(18,756,369)

(27,521,380)

Fair value loss/(gain) on financial assets

14,019,863

(15,370,740)

(19,126,162)

Decrease/(increase) in prepaid expenses and income receivable

2,561,311

(2,664,054)

(2,586,615)

Increase in trade and other payables

21,440

1,190,053

91,630

Net cash flow used in operating activities

(285,228)

(1,730,558)

(1,608,625)

 

Although not required by IAS 34 - 'Interim Financial Reporting', the comparative figures for the preceding year and the related notes have been included on a voluntary basis.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Summary of significant accounting policies

 

Reporting entity

 

Sherborne Investors (Guernsey) B Limited (the ''Company") is a closed-ended investment company with limited liability formed under The Companies (Guernsey) Law, 2008. The Company was incorporated and registered in Guernsey on 8 November 2012. The Company commenced dealings on the London Stock Exchange's AIM market on 29 November 2012 and moved from AIM to the Specialist Fund Market ("SFM") on 7 May 2013. The Company's registered office is 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL. The "Group" is defined as the Company and its subsidiary, SIGB, LP.

 

Basis of preparation

 

The Consolidated Financial Statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and in accordance with International Accounting Standard 34, 'Interim Financial Reporting' (IAS 34), together with applicable legal and regulatory requirements of Guernsey law. The directors of the Company have taken the exemption in Section 244 of The Companies (Guernsey) Law, 2008 (as amended) and have therefore elected to only prepare Consolidated Financial Statements for the period.

 

The prior period of 8 November 2012 to 30 June 2013 is considered comparable to the current six months interim period as the Group had immaterial activities during 2012 and did not make an investment until January 2013 and therefore the periods are comparable as required by IAS 34.

 

These Consolidated Financial Statements have been prepared on the historical cost basis, as modified by the measurement at fair value of investments and derivatives.

 

Going concern

 

The Consolidated Financial Statements have been prepared on the going concern basis. The Group currently holds significant cash balances. After making enquiries, and on the strength of its Consolidated Statement of Financial Position, the Directors are of the opinion that the Group has adequate resources to continue its operational activities for the foreseeable future. The Board is therefore of the opinion that the going concern basis should be adopted in the preparation of the Consolidated Financial Statements.

 

Critical accounting judgments and key sources of estimation uncertainty

 

The preparation of the Group's Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingencies at the date of the Group's Consolidated Financial Statements and revenue and expenses during the reported period. Actual results could differ from those estimated.

 

As more fully described in Note 14, "Related Party Transactions", the Special Limited Partner is entitled to receive an incentive allocation once aggregate distributions to Partners of the Investment Partnership exceed a certain level. The basis of the incentive calculation differs depending on how the investment in the Selected Target Company is ultimately characterized (i.e as a Turnaround or Stake Building Investment). Otherwise there are no significant estimates utilised for the preparation of the Group's Consolidated Financial Statements as at 30 June 2014 due to the nature of the activities that have occurred in this period, together with the sole investment held by the Group being quoted on the London Stock Exchange. Fair value of financial assets held through profit or loss is therefore based on the quoted closing bid price at 30 June 2014.

 

IFRS 10, Investment entities amendment came into effect for annual reporting periods beginning on or after 1 January 2014 and was therefore applicable for the Group for this period. Under the new requirements, ownership interests in entities controlled by investment entities are generally to be accounted for at fair value in accordance with IFRS 9 rather than being consolidated. In assessing the impact of the adoption of these amendments to IFRS 10, critical judgements were made assessing whether the consolidated financial statements of the Group should account for SIGB, LP at fair value in accordance with IFRS 9 rather than it being consolidated. In light of the circumstances that exist between SIGB, LP and SIGB Ltd and the lack of exit strategy that SIGB Ltd has for its investment in SIGB, LP, it is established that SIGB, LP is effectively an extension of SIGB Ltd.'s business and thus the position adopted by the Group, of consolidation, is technically supportable.

 

Adoption of new and revised standards

(i) Amendments early adopted by the Company:

There were no standards, amendments and interpretations adopted early by the Company.

(ii) Standards, amendments and interpretations that are in issue but not yet effective:

 

New standards

Effective date

IFRS 9

Financial Instruments - Classifications and Measurement

1 January 2018

IFRS 15

Revenue from Contracts with Customers

1 January 2017

 

Revised and amended standards

Effective date

IFRS 8

Aggregation of Segments and Reconciliation of Segment Assets

1 July 2014

IFRS 13

Scope of Portfolio Exception (amended)

1 July 2014

IAS 24

Management Entities (amended)

1 July 2014

IFRS 7/9

Mandatory Effective Date and Transition Disclosure (amended)

1 January 2018

 

Unless stated otherwise, the Directors do not consider the adoption of new and revised Accounting Standards and Interpretations to have a material impact.

 

a. Basis of consolidation

 

The Consolidated Financial Statements incorporate the financial statements of the Company and an entity controlled by the Company (its subsidiary). Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

 

Non-controlling interests in the net assets of the consolidated subsidiary are identified separately from the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling entities' share of changes in equity since the date of the combination. Losses applicable to the non-controlling entities in excess of their interest in the subsidiary's equity are allocated against their interests to the extent that this would create a negative balance.

 

Where necessary, adjustments are made to the financial statements of the subsidiary to bring the accounting policies used into line with those used by the Group.

 

All intra-group transactions, balances and expenses are eliminated on consolidation.

 

The Company owns 99.98% of the capital interest in SIGB, LP. Whilst the general partner of SIGB, LP, Sherborne Investors (Guernsey) GP, LLC, a company registered in Delaware, USA, is responsible for directing the day to day operations of SIGB, LP, the Company, through its majority interest in SIGB, LP, has the ability to approve the proposed investment of SIGB, LP and to remove the general partner. Hence, the Company has consolidated SIGB, LP in its financial statements.

 

b. Non-controlling interest

 

The interest of non-controlling parties in the subsidiary is measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

 

c. Functional currency

 

Items included in the Consolidated Financial Statements of the Group are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The Consolidated Financial Statements are presented in GBP(£), which is the Group's functional and presentational currency. Transactions in currencies other than £ are translated at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the Consolidated Statement of Financial position are retranslated into sterling at the rate of exchange ruling at that date. Exchange differences are reported in the Consolidated Statement of Comprehensive Income.

 

d. Financial assets at fair value through profit or loss

Investments, including equity and loan investments in associates, are designated as fair value through profit or loss in accordance with International Accounting Standard 39 ("IAS 39") ''Financial Instruments: Recognition and Measurement'', as the Company is an investment company whose business is investing in financial assets with a view to profiting from their total return in the form of interest and changes in fair value. Investments in voting shares and derivative contracts are initially recognised at cost. The investments in voting shares and derivative contracts are subsequently re-measured at fair value, as determined by the Directors. Unrealised gains or losses arising from the revaluation of investments in voting shares and derivative contracts are taken directly to the Consolidated Statement of Comprehensive Income.

 

Fair Value is determined as follows Investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level I - An unadjusted quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available. As required by IFRS 13, the Group will not adjust the quoted price for these investments, even in situations where it holds a large position and a sale could reasonably impact the quoted price.

 

Level II - Inputs are other than unadjusted quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

Level III - Inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.

The investments held by the Group at the period end are classified as meeting the definition of Level I (2013: Investments in 3i Ordinary Shares of £145,890,134 classified as Level I and derivative contracts of minus £10,498,783 classified as Level II).

 

e. Revenue recognition

Dividend income is recognised when the Group's right to receive payment has been established. Tax suffered on dividend income for which no relief is available is treated as an expense.

Interest receivable from short-term deposits and investment income are recognised on an accruals basis. Where receipt of investment income is not likely until the maturity or realisation of an investment then the investment income is accounted for as an increase in the fair value of the investment.

 

f. Expenses

All expenses are accounted for on an accruals basis. Expenses are charged through the Consolidated Statement of Comprehensive Income.

 

g. Prepaid expenses and trade receivables

 

Trade and other receivables are initially recognised at fair value. A provision for impairment of trade receivables is established when there is objective evidence the Group will not be able to collect all amounts due according to the original terms of the receivables.

 

h. Cash and cash equivalents

Cash and cash equivalents comprises cash in hand, call and current balances with banks and similar institutions, which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. This definition is also used for the Consolidated Statement of Cash Flows.

 

i. Trade and other payables 

Trade and other payables are initially recognised at fair value and subsequently, where necessary, re-measured at amortised cost using the effective interest method.

j. Financial instruments

Financial instruments and financial liabilities are recognised in the Group's Consolidated Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.

k. Segmental reporting

As the Group invests in one investee company, there is no segregation between industry, currency or geographical location. No further disclosures have been made in conjunction with IFRS 8 Operating Segments as it is deemed not to be applicable.

 

l. Incentive allocation 

The incentive allocation is accounted for on an accruals basis and the calculation is disclosed in Note 14. It was calculated as £890,032 at 30 June 2014. The incentive is payable to Non-Controlling Interest and therefore recognised in the Consolidated Statement of Changes in Equity on page 9 rather than recognised as an expense in the Consolidated Statement of Comprehensive Income.

2. Comprehensive income

The consolidated comprehensive income has been arrived at after charging:

1 January 2014

to 30 June 2014

8 November 2012 to 30 June 2013

8 November 2012 to 31 December 2013

£

£

£

Directors' fees

55,000

77,310

132,310

Auditor's remuneration

23,672

27,274

52,495

 

In addition to the audit related remuneration above, no non-audit related fees were paid to the Auditor in the same period.

 3. Tax on ordinary activities

The Company has been granted exemption from income tax in Guernsey under the Income Tax (Exempt Bodies) (Bailiwick of Guernsey) Ordinance 1989, and is liable to pay an annual fee (currently £600) under the provisions of the Ordinance. As such it will not be liable to income tax in Guernsey other than on Guernsey source income (excluding deposit interest on funds deposited with a Guernsey bank). No withholding tax is applicable to distributions to Shareholders by the Company.

The Investment Partnership will not itself be subject to taxation in Guernsey. No withholding tax is applicable to distributions to partners of the Investment Partnership.

 

Income which is wholly derived from the business operations conducted on behalf of the Investment Partnership with, and investments made in, persons or companies who are not resident in Guernsey will not be regarded as Guernsey source income. Such income will not therefore be liable to Guernsey tax in the hands of non-Guernsey resident limited partners.

 

Dividend income is shown gross of any withholding tax.

 

4. Gain per share

The calculation of basic and diluted gain per share is based on the return on ordinary activities less total comprehensive income attributable to the Non-Controlling Interest and on there being 207,000,000 shares in issue.

 

5. Financial assets at fair value through profit or loss

 

As at 30 June 2014

30 June 2013

31 December 2013

£

£

£

Opening fair value at the beginning of the period

135,394,351

-

-

Purchases at cost

175,752,628

235,873,181

237,432,115

Disposal at cost

(116,268,189)

(84,299,486)

(121,163,926)

Fair value adjustments

(14,019,863)

15,370,740

29,621,945

Derivative contracts - Mark to market

-

-

(10,495,783)

Closing fair value at the end of the period

180,858,927

166,944,435

135,394,351

Percentage holding of Electra

19.08%

-

-

Percentage holding of 3i

-

5.09%

3.89%

On 2 January 2014, the residual investment in 37,883,701 shares of 3i held was sold and the derivative contracts terminated. A residual gain of £18,392,793 was realised during the period. This brought the total realised gain on disposal of 3i to £45,914,173.

 

The Board of Directors approved an investment in Electra Private Equity plc ("Electra") which was proposed by SIGB, LP's Investment Manager, Sherborne Investors Management (Guernsey) LLC in December 2013. Electra is a London Stock Exchange listed investment trust focused on private equity investments.

 

During 2014, SIGB, LP acquired approximately 19.08% of Electra's outstanding shares.

 

During 2014, gains from derivative activity in relation to holdings in Electra were £2,611,257, net of expenses.

 

6. Prepaid Expenses

 

As at 30 June 2014

As at 30 June 2013

As at 31 December 2013

£

£

£

Prepaid directors and officers insurance

9,870

9,870

23,507

Other prepaid expenses

15,434

36,442

24,342

25,304

46,312

47,849

 

7. Income Receivable

 

As at 30 June 2014

As at 30 June 2013

As at 31 December 2013

£

£

£

Dividend income receivable

-

2,614,970

2,538,208

Bank interest receivable

-

2,772

 558

-

2,617,742

2,538,766

 

8. Cash and cash equivalents

 

Cash and cash equivalents comprises cash held by the Group and short term deposits held with various banking institutions. The carrying amount of these assets approximates their fair value.

 

9. Trade and other payables

As at 30 June 2014

 

As at 30 June 2013

 

As at 31 December 2013

£

£

£

Amount due to broker

-

1,010,517

-

Other payables

113,070

179,536

91,630

113,070

1,190,053

91,630

 

10. Share capital and share premium

 

As at 30 June 2014

As at 30 June 2013

As at 31 December 2013

Consolidated

Consolidated

Consolidated

Authorised share capital

No.

No.

No.

Ordinary Shares of no par value

Unlimited

Unlimited

Unlimited

Issued and fully paid

No.

No.

No.

Ordinary Shares of no par value

207,000,000

207,000,000

207,000,000

 

As at 30 June 2014

As at 30 June 2013

As at 31 December 2013

Consolidated

Consolidated

Consolidated

Share premium account

£

£

£

Share premium account upon issue

207,000,000

207,000,000

207,000,000

Less: Costs of issue

(3,166,657)

(3,166,657)

(3,166,657)

Balance at the end of the period

203,833,343

203,833,343

203,833,343

 

11. Net asset value per share attributable to the Company

 

No. of Shares

Consolidated Pence per Share

30 June 2014

Ordinary Shares

Basic and diluted

207,000,000

97.48

30 June 2013

Ordinary Shares

Basic and diluted

207,000,000

113.86

31 December 2013

Ordinary Shares

Basic and diluted

207,000,000

95.38

 

12. Dividend

The Company did not declare a dividend in the period.

 

13. Events after the balance sheet date

 

Since 30 June 2014, the share price of Electra has decreased from 2,682 pence to 2,655 pence as at 31 July 2014. If this share price was used to value the Electra shares at 30 June 2014, it would have resulted in a decrease in the closing fair value from £180,858,927 to £ 179,038,199.

 

On 8 July 2014, SIGB, LP entered into a £50 million, unsecured term loan facility with a bank. Borrowings under the facility may be used to purchase shares, debt or derivative securities of Electra Private Equity, plc. through 31 December 2014. As of the date of this report, no amounts had been drawn against this facility.

 

14. Related party transactions

The Investment Partnership and its General Partner, Sherborne Investors (Guernsey) GP, LLC, have engaged Sherborne Investors Management (Guernsey) LLC to serve as Investment Manager who is responsible for identifying the Selected Target Company, subject to approval by the Board of Directors of the Company, as well as day to day management activities of the Investment Partnership. The Investment Manager is entitled to receive from the Investment Partnership a monthly management fee equal to one-twelfth of 1% of the net asset value of the Investment Partnership, less cash and cash equivalents and certain other adjustments. At the period end, management fees of £680,288 had been paid by the Partnership. No balance was outstanding at the period end.

 

The sole member of Sherborne Investors (Guernsey) GP, LLC is Sherborne Investors LP (the non-controlling interest), which also serves as the Special Limited Partner of the Investment Partnership. The Special Limited Partner is entitled to receive an incentive allocation once aggregate distributions to Partners of the Investment Partnership, of which one is the Company, exceed a certain level of capital contributions to the Investment Partnership, excluding amounts contributed attributable to management fees.

 

For Turnaround investments, the incentive allocation is computed at 10% of the distributions to all Partners in excess of 110%, increasing to 20% of the distributions to all Partners in excess of 150% and increasing to 25% of the distributions to all Partners in excess of 200% of capital contributions, excluding amounts contributed attributable to management fees.

 

If after acquiring a shareholding, the share price of the Selected Target Company rises to a level at which further investment and the effort of a Turnaround is, in the Investment Manager's opinion, no longer justified or otherwise no longer presents a viable Turnaround opportunity, the Investment Partnership intends to sell (and distribute the proceeds to the Company) or distribute in kind the holding to the limited partners (in each case after deductions for any costs and expenses and for the Investment Partnership's Minimum Capital Requirements and subject to applicable law and regulation), rather than seeking to join the Board of Directors or otherwise engage with Selected Target company ( a "Stake Building Investment").

 

For Stake Building Investments, the incentive allocation is computed at 20% of net returns on the investment of the Investment Partnership, such amount to be payable after each partner in the Investment Partnership has had distributed to it an amount equal to its aggregate capital contribution to the Investment Partnership in respect to the Stake Building Investment (excluding any capital contributions attributable to Management Fees). The Special Limited Partner may waive or defer all or any part of any incentive allocation otherwise due.

 

At 30 June 2014, the incentive allocation has been computed based on a Stake Building Investment and amounts to £890,032. If the incentive allocation had been computed on a Turnaround investment basis, the amount would have been £nil, resulting in a NAV which would have been increased by £890,032, or 0.43 pence per share.

Each of the directors (other than the Chairman) receives a fee payable by the Company currently at a rate of £30,000 per annum. The Chairman of the Audit Committee receives £5,000 per annum in addition to such fee. The Chairman receives a fee payable by the Company currently at the rate of £45,000 per annum.

 

Individually and collectively, the Directors of the Company hold no shares of the Company as at 30 June 2014.

 

Sherborne Investors GP, LLC has granted to the Company a non-exclusive licence to use the name "Sherborne Investors" in the UK and the Channel Islands in the corporate name of the Company and in connection with the conduct of the Company's business affairs. The Company may not sub-licence or assign its rights under the Trademark Licence Agreement. Sherborne Investors GP, LLC receives a fee of £20,000 per annum for the use of the licensed name.

 

15. Financial risk factors

 

The Group's investment objective is to realise capital growth from investment in the Selected Target Company, identified by the Investment Manager with the aim of generating significant capital return for Shareholders. Consistent with that objective, the Group's financial instruments mainly comprise of an investment in a Selected Target Company. In addition, the Group holds cash and cash equivalents as well as having trade and other receivables and trade and other payables that arise directly from its operations.

Liquidity risk

 

The Group's cash and cash equivalents are placed in demand deposits and short-term money market instruments with a range of financial institutions.

 

The following table details the liquidity analysis for financial liabilities at the date of the Consolidated Statement of Financial Position:

 

As at 30 June 2014

Consolidated

Less than 1 month

1 - 3 months

Total

£

£

£

Trade and other payables

85,277

27,793

113,070

85,277

27,793

113,070

 

As at 30 June 2013

Consolidated

Less than 1 month

1 - 3 months

Total

£

£

£

Trade and other payables

(1,084,035)

(106,018)

(1,190,053)

(1,084,035)

(106,018)

(1,190,053)

 

As at 31 December 2013

Consolidated

Less than 1 month

1 - 3 months

Total

£

£

£

Trade and other payables

(63,673)

(27,957)

(91,630)

(63,673)

(27,957)

(91,630)

 

Credit risk

 

The Company is exposed to credit risk in respect of its cash and cash equivalents and derivative contracts, arising from possible default of the relevant counterparty, with a maximum exposure equal to the carrying value of those assets. The credit risk on liquid funds is mitigated through the Group depositing cash and cash equivalents across several banks. The credit risk associated with derivative contracts is monitored by reviewing the credit rating for counterparty.

 

The Group is exposed to credit risk in respect of its trade receivables and other receivable balances with a maximum exposure equal to the carrying value of those assets.

 

Market price risk

 

Market price risk arises as a result of the Group's exposure to the future values of the share price of the Selected Target Company. It represents the potential loss that the Group may suffer through investing in the Selected Target Company. Although the Group has used derivative contracts during the period to mitigate its exposure to price movements, there were no derivative contracts at the period end.

 

As at 30 June 2014 a +/-20% change in the price of Electra Ordinary Shares would positively or negatively affect the Group's net assets, income and consolidated comprehensive income for the period, by £36,128,379.

 

Interest rate risk

 

The Group is subject to risks associated with changes in interest rates in respect of interest earned on its cash and cash equivalents. The Group seeks to mitigate this risk by monitoring the placement of cash balances on an ongoing basis in order to maximize the interest rates obtained. This risk is also mitigated through the Group depositing cash and cash equivalents across several banks.

 

As at 30 June 2014

Interest bearing

Less than

1 month

1 month to

3 months

3 months to

1 year

Non- interest bearing

Total

£

£

£

£

£

Assets

Cash and cash equivalents

21,012,894

-

-

-

21,012,894

Investments held at fair value through profit or loss

-

-

-

180,858,927

180,858,927

Prepaid expenses

-

-

25,304

25,304

Total Assets

21,012,894

-

-

180,884,231

201,897,125

Liabilities

Other payables

-

-

-

(113,070)

(113,070)

Total Liabilities

-

-

-

(113,070)

(113,070)

 

As at 30 June 2013

Interest bearing

Less than

1 month

1 month to

3 months

3 months to

1 year

Non- interest bearing

Total

£

£

£

£

£

Assets

Cash and cash equivalents

69,315,459

-

-

-

69,315,459

Investments held at fair value through profit or loss

-

-

-

166,944,435

166,944,435

Income receivable

-

-

-

2,617,742

2,617,742

Prepaid expenses

-

-

-

46,312

46,312

Total Assets

69,315,459

-

-

169,608,489

238,923,948

Liabilities

Due to broker

-

-

-

(1,010,517)

(1,010,517)

Other payables

-

-

-

(179,536)

(179,536)

Total Liabilities

-

-

-

(1,190,053)

(1,190,053)

 

Interest rate riskcontinued

 

As at 31 December 2013

Interest bearing

Less than

1 month

1 month to

3 months

3 months to

1 year

Non- interest bearing

Total

£

£

£

£

£

Assets

Cash and cash equivalents

69,519,409

-

-

-

69,519,409

Investments held at fair value through profit or loss

-

-

-

135,394,351

135,394,351

Income receivable

-

-

-

2,538,766

2,538,766

Prepaid expenses

-

-

-

47,849

47,849

Total Assets

69,519,409

-

-

137,980,966

207,500,375

Liabilities

Other payables

-

-

-

(91,630)

(91,630)

Total Liabilities

-

-

-

(91,630)

(91,630)

 

As at 30 June 2014, the total interest sensitivity gap for interest bearing items was £21,012,894 (2013: £69,519,409).

 

As at 30 June 2014, interest rates reported by the Bank of England were 0.5% which would equate to income of £105,064 (2013: £347,597) per annum if interest bearing assets remained constant. If interest rates were to fluctuate by 0.25%, this would have a positive or negative effect of £52,532 (2013: £173,799) on the Group's annual income.

 

Capital risk management

 

The capital structure of the Company consists of proceeds raised from the issue of Ordinary Shares. As at 30 June 2014, the Group is not subject to any external capital requirement.

 

The Board of Directors believe that at the date of the Condensed Consolidated Statement of Financial Position there were no material risks associated with the management of the Company's capital.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR QKPDKABKDAFK
Date   Source Headline
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