Annual Results for the year ended 30 April 2014
Reports and Financial Statements
ATLANTIS JAPAN GROWTH FUND LIMITED
("AJGF" or the "Company")
(a closed-ended investment company incorporated in Guernsey with
registration number 30709)
Annual Results for the year ended 30 April 2014
1 August 2014
The financial information set out below does not constitute the
Company's statutory accounts for the year ended 30 April 2014. All figures are
based on the audited financial statements for the year ended 30 April 2014.
The financial information for the year ended 30 April 2014 noted
below 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 annual report and audited financial statements for the year
ended 30 April 2014will shortly be posted to shareholders and will also be
available on the company website: www.atlantisjapangrowthfund.com
Introduction
INVESTMENT OBJECTIVE
The Company aims to achieve long term capital growth through
investment wholly or mainly in listed Japanese equities.
INVESTMENT POLICY
The Company may invest up to 100 per cent of its gross assets in
companies quoted on any Japanese stock exchange including, without limitation,
the Tokyo Stock Exchange categorised as First Section, Second Section, JASDAQ,
Mothers and Tokyo PRO, or the regional stock exchanges of Fukuoka, Nagoya,
Sapporo and Osaka Securities Exchange.
The Company may also invest up to 20 per cent of its Net Asset
Value (the "NAV") at the time of investment in companies listed or traded on
other stock exchanges but which are either controlled and managed from Japan
or which have a material exposure to the Japanese economy.
The Company may also invest up to 10 per cent of its NAV at the
time of investment in securities which are neither listed or traded on any
stock exchange or over-the-counter market.
In general, investment will be through investments in equity shares
in, or debt issued by, investee companies. However, the Company may also
invest up to 20 per cent of its NAV at the time of investment in equity
warrants and convertible debt.
The Company will not invest in more than 10 per cent of any class
of securities of an investee company. The Company will not invest in
derivative instruments save for the purpose of efficient portfolio management.
The Company may not invest more than 10 per cent in aggregate, of
the value of its total assets in other listed closed-ended investment funds
except in the case of investment in closed-ended investment funds which
themselves have published investment policies to invest no more than 15 per
cent of their total assets in other listed closed-ended investment funds, in
which case the limit is 15 per cent.
The Company may borrow, with a view to enhancing capital returns,
up to a maximum of an amount not exceeding 20 per cent of NAV at the time of
borrowing.
Investment Policy for the Redemption Pool
With regard to the redemption pool, the Company aims to liquidate
the necessary assets to meet qualifying redemption requests in a timely
manner, and to minimise the impact that such redemptions will have to existing
shareholders and the Company as a whole.
The management and impact of the risk associated with the
investment policies are described in detail in the Notes to the Financial
Statements (Note 15).
INVESTMENT MANAGER AND INVESTMENT ADVISER
AFMG Limited was the Investment Manager of the Company up until
1stAugust 2014on which date it was replaced in that role by Tiburon Partners
LLP which had previously been the Investment Adviser.
Atlantis Investment Research Corporation, established in Tokyo,
will, through Edwin Merner and his colleagues, advise the Investment Manager
on the day-to-day conduct of the Company's investment business, the role it
has played since the launch of the Company in May 1996.
Chairman's Statement
For the year ended 30th April 2014
PERFORMANCE
Over the year the Company gained 2.9% in the Net Asset Value("NAV")
denominated inyen, which translated into a 1.8% fall in US dollar terms. This
compares to the TOPIX's 2.9% decline measured in US dollars. The Company's
favourable performance against TOPIX can be attributed to stock selection and
its over-weighting in smaller and medium sized companies whose respective
indices out-performed TOPIX over the course of the year. The three year record
of outperformance remains excellent.
Atlantis Japan Growth Fund Performance
Since Company Inception
Net Asset Value Total Return (USD) Since Inception 1 Year 3 Year 5 Year 10 Year
Atlantis Japan Growth Fund +93.1% -1.8% +41.5% +111.9% -2.5%
Benchmark Return (USD)
Topix TR -8.6% -2.9% +16.1% +47.1% +25.6%
Net Asset Value Total Return (GBP) Since Inception†1 Year 3 Year
Atlantis Japan Growth Fund +74.9% -9.5% +40.4%
Benchmark Return (GBP)
Topix TR -17.3% -10.5% +15.1%
†Inception date of the GBP return is 16th December 2010.
Year to 30th April At Inception 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Total Net Assets (USDm) 198 429 610 467 324 185 270 211# 130# 100# 84#
NAV per Share (USD)* 0.99* 2.10* 2.98* 2.28* 1.58* 0.90* 1.31* 1.35 1.48 1.95 1.92
Source: Tiburon Partners and Bloomberg. As of 30th April 2014.
# Total Net Assets after redemptions during year see "Redemption Facility".
* The Company was subject to a 10:1 stock split in December 2010. These
figures have been restated showing the split for comparative purposes. The
original figures prior to the split were as follows;
Year to 30th April At Inception 2005 2006 2007 2008 2009 2010
NAV per Share (USD) 9.92 21.01 29.87 22.84 15.85 9.04 13.19
SHARE PRICE DISCOUNT
The discount or premium for the Company represents the share price
relative to its Net Asset Value. The discount for the Companyaveraged 6.4%
during the period under review compared with a 7.0% peer group average
discount over the past twelve months. The discount was 7.0% on 30th April
2014.
DISCOUNT CONTROL MECHANISM
The Directors operate a hard discount control mechanism whereby the
Company is obliged to hold a continuation vote should the shares have traded,
on average, at a discount of more than 10% to the Net Asset Value per share
during any rolling 90 day period, in normal market conditions. If the
obligation to hold a continuation vote is triggered, the vote will be held no
later than the next practicable annual general meeting of the Company.
SHARE BUY-BACKS
In order to assist in managing the discount at which the Company's
shares trade and to enhance the NAV per share of remaining shareholders, the
Company exercised its authority to buy back shares on 3 occasions during the
year at an average discount of 6.3%. The shares bought back, representing 4.8%
of current issued shares, are held in treasury. Since the year end the Company
has not bought back any further shares.
REGULATORY
I am pleased to report that the Company has entered into the
arrangements necessary to ensure compliance with the AIFM Directive. This
provides a more robust management structure and allows Mr. Merner and the team
at AIRC to continue to advise on the Company's day to day investment
activities. Following a review of the Company's management arrangements, the
Board approved the appointment of Tiburon Partners LLP ("Tiburon"), who had
been acting as the Company's investment adviser, as the Company's alternative
investment fund manager on the terms of and subject to the conditions of a new
investment management agreement between the Company and Tiburon. The Company's
existing investment management agreement between the Company and AFMG Limited
("AFMG") has been terminated with AFMG no longer retaining a role in the
management of the Company's assets. Atlantis Investment Research Corporation
has been re-appointed by the Company and Tiburon to act as investment adviser
on the terms of and subject to the conditions of a new investment advisory
agreement. Save for the removal of AFMG from the Company's portfolio
management structure, the contractual terms to which the Company, Tiburon and
AIRC are subject have not changed in substance and, in particular, the
management fee which the Company pays remains unchanged.
The Board has also appointed Northern Trust (Guernsey) Limited (the
"Depositary") to act as the Company's depositary (as required by the AIFM
Directive) on the terms and subject to the conditions of a depositary
agreement between the Company, Tiburon and the Depositary. Due to legislative
and regulatory changes introduced by virtue of the AIFM Directive, the Company
has also amended and re-stated its administration agreement with Northern
Trust International Fund Administration Services (Guernsey) Limited.
OUTLOOK
I am greatly encouraged by the recent economic data indicating that
the Bank of Japan`s massive quantitative easing program, coupled with fiscal
stimulus, are having the intended effect of rooting out deflationary
expectations in Japan. Anxiety that the April consumption tax increase will
knock Japan back into a recession appears to have been misplaced. Consensus
forecasts project economic expansion will resume from the second quarter of
the financial year endingMarch 2015. Japanese equities offer compelling value
in terms of PER, PBR and yield relative to other major markets. I would be
remiss not to note risks including Japan`s geopolitical conflicts with its
neighbours, precarious public sector finances and flagging enthusiasm for
structural change.
Ed Merner, who heads the Company's investment advisory team,
believes that earnings growth in Japan will be sustained over the medium term,
and this in turn will underpin the equity market. The Directors believe the
Company is well positioned to take advantage of further improvements and
structural change in the economy over the year ahead. The emphasis on growth
has served the Company well historically and there seems to be little reason
to initiate a strategic change.
MR. TIM GUINNESS
Tim Guinness retired as Chairman and from the board at the end of
April. My predecessor brought a wealth of knowledge to our deliberations and
has an amazing eye for detail. Always passionate in defence of shareholder
interests, and highly respected by his colleagues, Tim will be much missed and
leaves with our thanks and very best wishes.
Noel Lamb
1stAugust 2014
Investment Manager's Report
For the year ended 30th April 2014
PERFORMANCE
For the year ended 30th April 2014 the Company's NAV declined 1.8%
in US dollar terms on a total return basis; this was a superior performance to
the TOPIX (TR) which finished 2.9% lower year-on-year. Over the course of the
year, the Japanese yen's weakness vis-Ã -vis the US dollar was responsible for
the dollar denominated decline but in Japanese yen terms the Company's NAV
rose by 2.9%. Over the last three years the Company's NAV has gained 41.5%
compared to TOPIX's (TR) 16.1% increase.
There were two offsetting market influences on the Company's
performance during the year. The Company entered the year with an unusually
high exposure, in historical terms, to larger capitalized stocks. For
reference, a year ago multinational companies such as Sumitomo Mitsui
Financial Group, Toyota, Mitsui Fudosan, Daikin and Sekisui House were
prominent in the Company's top ten holdings. However, as their valuations were
pushed higher by the wave of overseas buying that materialized through the
first three quarters, the Manager rebalanced the portfolio towards smaller and
medium capitalized stocks. As can be seen below, none of these companies,
except for Sumitomo Mitsui Financial Group, remain in the top ten holdings due
to either liquidation or portfolio rebalancing. These larger capitalized
stocks were replaced by smaller undervalued growth companies such as job
information specialist Gakujo and logistics equipment assembler Kito. The
Company consequently benefited from the outperformance logged by smaller
stocks over the course of the year. On the other hand, the Company's
concentration on growth was not rewarded by the market. Quantitative
attribution analysis suggested the market was oriented toward value rather
than growth thus dampening the Company's performance.
The Company ended the fiscal year with JPY 1.25bn ($12.2 million)
in borrowings. Cash stood at JPY 113.9 million which meant the Company on a
net basis was 13% leveraged. The yen gradually depreciated against the US
dollar over the course of the fiscal year and ended at JPY 102.5. The Company
has no foreign exchange hedges; a weaker yen has a negative impact on the US
dollar value of the Company.
ECONOMIC OUTLOOK
Fueled by fiscal stimulus and massive quantitative easing, Japan's
real GDP growth accelerated to 2.3% in the financial year ending March 2014
with consumption, housing, and public sector capital formation particularly
robust. However, it should be noted that growth in the final January-March
quarter was heavily affected by consumers' anticipatory purchases prior to the
1st April consumption tax increase from 5% to 8%. The reaction to the tax hike
will likely depress private sector consumption and housing investment in the
first half of the financial year ending March 2015 and consequently decelerate
the economy's real growth rate to a 1.0%-1.3% range in the financial year
ending March 2015. Consensus estimates place the nominal growth rate at
3.0%-3.3%. If this does transpire then the Bank of Japan (BOJ) is on track to
accomplish its major policy objective of rooting out entrenched domestic
deflationary expectations.
Pronouncements from the BOJ suggest continued commitment to
doubling Japan's monetary base over the medium term. Recent data indicates
monthly year-on-year money supply growth continues in the 40%-50% range. The
private sector is deleveraged and modest loan growth has emerged. Japan's
economy should not lack for liquidity.
There are serious, but not insurmountable, challenges for the
economy. Geopolitical relations in northeast Asia are tense but to date have
not had a negative impact on regional economic activity. Despite the
consumption tax hike, the government's finances remain stretched. A
progressively aging population has tipped into actual population decline which
to date has been offset by rising productivity. The government believes
structural reforms will improve the workforce participation rate but
conservative social norms regarding immigration and women in the workforce
will be slow to change. That said, industrial production is recovering, and a
tighter labor market is putting upward pressure on wages.
In summary deflationary pressures have eased with aggregate demand
currently exceeding supply. The prerequisites are in place for the Japanese
economy to expand at a sustained 1.0%-2.0% annual real rate over the medium
term.
MARKET COMMENT
Over the past few years demand for Japanese equities has broadly
originated from two sources - overseas investors and individuals. Overseas
investors hold approximately 30% of outstanding Japanese shares and account
for about 60% of equity market turnover. Overseas investors were active equity
buyers in the first three quarters of the financial year ending March 2014 but
were then net sellers in January-March. Thus far into the new fiscal year they
have been marginal net purchasers. In the new fiscal year two new developments
have emerged that potentially could tighten equity demand. Prime Minister Abe
has long criticized the USD 1.3tr Government Pension Investment Fund (GPIF)
for its ultra-conservative asset allocation favouring government bonds. In the
spring the Prime Minister successfully reshuffled the GPIF board of governors
to include progressive individuals who have argued for a more diversified
asset allocation, including equities. Expectations are high that the GPIF will
be raising its allocation to domestic equities over the medium term. In
addition, business corporations, flush with cash and under pressure to improve
shareholder returns, have announced an encouraging number of share buyback
proposals. In the year-to-date, Japanese companies have announced share
buybacks in excess of JPY 200bn each month.
The Manager believes the valuations of Japanese equities are
attractive. Forward global PERs, including Japan, have generally converged
around the 15x level. From this perspective, the Company, with a 13x PER for
the financial year ending March 2015, is priced at a discount to the market.
On the basis of other valuation measurements, PBR and yield for example,
Japan, at 1.3x and 1.6% respectively, represents compelling comparative value
particularly in the context of the consensus 10%+ corporate earnings growth
forecast for the financial year ending March 2015. For reference the Company's
portfolio currently yields 2.5% and has a historic 2.0x PBR.
MANAGER'S STRATEGY
The Manager will remain fully invested in the Japanese equity
market. Furthermore he intends to maintain the portfolio's leverage at
approximately 10-13% in order to participate in the available growth
opportunities, particularly in the smaller and mid-capitalized company
universe. The Manager does not anticipate investing in bonds, convertible
bonds, or any other structured derivative product.
The Manager continues to employ a stock selection process driven by
bottom-up fundamentals. The main criteria for stock selection is a company's
medium to long term growth potential with the investment decision determined
by a blend of benchmarks including but not limited to PER, PBR, dividend
yield, and sustained free cash flow. The Company's investment process will
continue to be based on rigorous proprietary research. Given the bottom-up
nature of the stock selection process the Company portfolio's sector
weightings are the result of aggregate individual stock selection rather than
a top-down sector allocation.
The Manager believes the structural reforms being proposed by Prime
Minister Abe will create investment opportunities in sectors targeted for
reform. From an over-arching perspective the Japanese investment environment
will be more hospitable if the government acts on the reform proposal to lower
the corporate tax rate from 35% to less than 30%. Meaningful progress on
critical reforms to Japan's agricultural, medical services, and energy sectors
combined with liberalized employment and business formation regulations should
create a hospitable investment environment, particularly in the small and
medium capitalized segment.
With labor demand tightening and the relaxation labor regulations
in the offing the Manager has invested in a number of staffing companies
including Parsona, Trust Tech and Outsourcing. This is a fragmented business
and wide diversification allows growth to be captured with relatively lower
risk. Nihon M&A is representative of the Company's investment philosophy and
continues to be a core holding. Japan's mounting number of elderly small
business owners, without heirs or with heirs uninterested in taking over the
business, are seeking to divest. Nihon M&A sustains an attractive growth rate
as it arranges an increasing number of small business transfers. The Company's
in-house research has uncovered several undervalued social network companies
with striking growth potential. Vector is a high growth web based PR company
with an expanding client list and a record of notable PR campaign successes.
In the Manager's view, the authorities' fiscal, monetary, and
structural reform proposals have created the environment for Japan's economy
to resume growth. The Company is well positioned in the equity market to
benefit from an earnings driven recovery. The Manager will continue to seek
for portfolio inclusion structural growth companies, a strategy that has
historically delivered good performance.
AFMG Limited
July 2014
Details of Ten Largest Investments
The ten largest investments comprise a fair value of $26,930,619 (2013:
$34,621,618) representing 32.0% of Net Asset Value (2013: 34.7%) with details
as below:
Hito Communications (193,900 shares, cost $1,785,644)
Hito is an outsourcing company specializing in providing well
trained staff for stores selling electronics goods, mostly electronic discount
stores. The Company is also now supplying staff to several clothing chains
asthe economy is recovering and Hito's customers should do well as consumer
spending climbs which in turn will help lift the Company's sales and earnings.
Fair value of $3,217,637 representing 3.9% of the Net Asset Value
(2013: 2.4%)
Inaba Denki Sangyo (103,800 shares, cost $2,682,915)
Inaba is a specialized independent trading house specializing in
construction tools, materials, and housing equipment and acts both as an agent
and also has a direct sales network. In a cyclical business, the Investment
Manager projects good sales growth and expanding profit margins for the next
few years.
Fair value of $3,169,543 representing 3.8% of the Net Asset Value
(2013: 0.0%)
Sumitomo Mitsui Financial Group (71,300 shares, cost $2,248,959)
Sumitomo Mitsui is one of Japan's leading city banks and after
suffering from the after effects of the bubble period for the subsequent 20
years is now growing again and is focusing on retail banking including home
mortgages, expansion into Asia, domestic corporate loans, and the brokerage
business. The Investment Manager looks for above average earnings growth in
the medium to longer term.
Fair value of $2,805,257 representing 3.3% of the Net Asset Value
(2013: 4.1%)
Nihon M&A CenterInc(120,000 shares, cost $1,010,751)
The Company puts together buyers and sellers of small businesses,
often smaller family run operations. Nihon works closely with accounting
companies and local banks who help to introduce buyers and sellers to Nihon.
The Investment Manager looks for steadily expanding sales and earnings as the
Company opens new offices and hires and trains new consultants.
Fair value of $2,794,400 representing 3.3% of the Net Asset Value
(2013: 3.0%)
Kito Corp (152,000 shares, cost $2,900,216)
The Company makes a wide range of chain load handling machinery
used in lifting. Asia has been a very high growth market in recent years. The
world economy is now showing signs of recovering and corporations are
streamlining their operations which should help increase demand, sales, and
earnings over the coming few years. The weaker yen is another plus and the
Investment Manager looks for steady sales and earnings in coming years.
Fair value of $2,774,421 representing 3.3% of the Net Asset Value
(2013: 0.0%)
Toyota Tsusho (104,500 shares, cost $1,108,942)
Toyota Tsusho, 21.5% owned by Toyota Motors, is a medium/large
scale trader involved in selling steel, autos and auto parts, chemicals,
non-ferrous metals, and even agricultural products. Overseas sales account for
almost 60% of total turnover and the Company is now expanding its African
operations.
Fair value of $2,741,335representing 3.3% of the Net Asset Value
(2013: 5.0%)
TDK (57,000 shares, cost $2,440,416)
TDK is now placing stress on producing parts and products used in
communication equipment, industrial equipment, disc drives, etc. The Company
had been heavily weighted in consumer related products in former years.Sales
are rising, profit margins are improving and the Investment Manager looks for
good recovery/growth in coming years.
Fair value of $2,424,467 representing 2.9% of the Net Asset Value
(2013: 1.6%)
Sakai Moving Service (69,900 shares, cost $1,595,831)
Sakai is a leading Japanese household moving company and has a
nationwide network of moving centers and has been steadily gaining market
share in recent years. The Company has been cutting costs and profit margins
have been improving. Sakai is well run but sales and earnings are sensitive to
the state of the economy.
Fair value of $2,352,617 representing 2.8% of the Net Asset Value
(2013: 1.3%)
Ai Holdings (146,600 shares, cost $2,095,476)
Ai has several businesses including security surveillance equipment
installed in apartments including lobbies, hallways, elevators, parking
garages, etc. The Company offers a very competitive service and has been
rapidly gaining market share. The Company is also involved in cutting machines
for hobby use, issuing cards for hospital patient use, credit use, etc. The
Company has been very successful in taking over poorly run companies and then
growing their businesses. The Investment Manager looks for continued high
growth in coming years.
Fair value of $2,328,323 representing 2.8% of the Net Asset Value
(2013: 0.4%)
Itoki (310,000 shares, cost $2,037,542)
Itoki is one of Japan's leading office furniture companies and
should benefit from the current office building boom in Tokyo and other major
Japanese cities which is expected to continue for the next few years or
longer.
Fair value of $2,322,618 representing 2.8% of the Net Asset Value
(2013: 0.0%)
Schedule of Investments
Fair Value
Holdings Financial assets at fair value through profit or loss USD 000s % of NAV
Advertising: 1.01% (2013: 0.00%)
74,900 Trenders 604 0.72
20,000 Vector 245 0.29
Apparel: 0.22% (2013: 0.00%)
9,500 Asics 184 0.22
Auto Manufacturers: 2.72% (2013: 4.01%)
42,500 Toyota Motor 2,287 2.72
Auto Parts & Equipment: 2.27% (2013: 2.37%)
65,000 Marujun 303 0.36
76,000 Mitsuba 1,117 1.33
61,800 Muro 490 0.58
Banks: 3.34% (2013: 6.27%)
71,300 Sumitomo Mitsui Financial Group 2,805 3.34
Building Materials: 1.95% (2013: 3.80%)
28,500 Daikin Industries 1,641 1.95
Chemicals: 4.35% (2013: 2.10%)
333,000 Kinugawa Rubber Industrial 1,387 1.65
137,800 MORESCO 2,269 2.70
Commercial Services: 19.99% (2013: 10.13%)
95,000 Aeon Delight 2,087 2.48
140,400 Daiohs 1,149 1.37
174,900 Gakujo 1,235 1.47
193,900 Hito Communications 3,218 3.83
14,300 Kanamoto 448 0.53
120,000 Nihon M&A CenterInc 2,794 3.32
76,000 Outsourcing 945 1.12
213,000 Pasco 817 0.97
104,500 Pasona 532 0.63
31,300 Success 533 0.63
589,100 Tanseisha 2,218 2.64
42,800 Trust Tech 644 0.77
15,000 WDB 195 0.23
Computers: 5.02% (2013: 2.26%)
13,600 BrainPad 205 0.24
47,500 Roland DG 1,599 1.90
57,000 TDK 2,425 2.88
Cosmetics/Personal Care: 0.00% (2013: 1.31%) - -
Distribution/Wholesale: 8.39% (2013: 5.33%)
146,600 Ai Holdings 2,328 2.77
87,800 Fuji Electronics 1,044 1.24
102,500 Morito 940 1.12
104,500 Toyota Tsusho 2,741 3.26
Diversified Financial Services: 6.59% (2013: 7.44%)
40,000 Fuyo General Lease 1,372 1.63
17,200 Hitachi Capital 422 0.50
116,200 Kyokuto Securities 1,814 2.16
50,000 Nomura Holdings 287 0.34
245,900 Tokai Tokyo Financial 1,646 1.96
Electrical Components & Equipment: 0.43% (2013: 0.00%)
55,000 Onamba 364 0.43
Electronics: 4.98% (2013: 8.26%)
47,500 Dai-ichi Seiko 603 0.72
103,800 Inaba Denki Sangyo 3,170 3.77
86,000 Kyowa Electronics Instruments 409 0.49
Engineering & Construction: 1.41% (2013: 0.21%)
375,000 Giken Kogyo 1,182 1.41
Hand/Machine Tools: 2.20% (2013: 0.31%)
22,800 Disco 1,381 1.64
98,700 Takamatsu Machinery 467 0.56
Home Builders: 0.36% (2013: 3.56%)
25,000 Sekisui House 299 0.36
Home Furnishings: 0.21% (2013: 2.16%)
14,300 Foster Electric 173 0.21
Insurance: 0.00% (2013: 3.09%) - -
Internet: 3.49% (2013: 6.99%)
60,800 F@N Communications 1,016 1.21
95,000 kabu.com Securities 420 0.50
150,100 Matsui Securities 1,375 1.64
17,100 Quest 120 0.14
Machinery-Construction & Mining: 1.78% (2013: 1.56%)
68,000 Modec 1,499 1.78
Machinery-Diversified: 7.40% (2013: 4.22%)
188,000 Aida Engineering 1,786 2.12
Machinery-Diversified: 7.40% (2013: 4.22%) (continued)
240,000 CKD 2,177 2.59
75,000 Nissei ASB Machine 1,190 1.42
315,900 Pegasus Sewing Machine Manufacturing 1,066 1.27
Media: 0.88% (2013: 0.82%)
127,100 Asahi Broadcasting 742 0.88
Metal Fabricate/Hardware: 2.32% (2013: 0.58%)
43,500 Okaya 556 0.66
410,000 Ryobi 1,208 1.44
54,700 SANNO 189 0.22
Miscellaneous Manufacturing: 4.21% (2013: 1.13%)
152,000 Kito Corp 2,774 3.30
73,000 Kuriyama 762 0.91
Office Furnishings: 4.28% (2013: 0.00%)
310,000 Itoki 2,323 2.76
59,800 Komatsu Wall Industry 1,279 1.52
Packaging & Containers: 0.00% (2013: 0.59%) - -
Pharmaceuticals: 0.88% (2013: 2.81%)
38,100 Fuji Pharma 741 0.88
Real Estate: 4.77% (2013: 10.34%)
750,500 Arealink 908 1.08
146,100 Fuji 854 1.02
45,100 Keihanshin Building 228 0.27
81,100 NAC 1,192 1.42
160,700 Nisshin Fudosan 561 0.67
44,600 Wadakohsan 264 0.31
REITS: 0.00% (2013: 3.59%) - -
Retail: 3.67% (2013: 8.09%)
44,900 AmiyakiTei 1,255 1.49
60,000 Himaraya 637 0.76
19,300 HUB 756 0.90
13,200 International Conglomerate of Distribution for Automobile 209 0.25
17,800 Misawa 230 0.27
Semiconductors: 4.69% (2013: 0.74%)
149,600 Samco 1,811 2.15
352,300 UT 2,138 2.54
Software: 1.13% (2013: 0.00%)
51,900 Pro-Ship 954 1.13
Telecommunications: 0.00% (2013: 1.76%) - -
Textiles: 2.29% (2013: 1.39%)
435,000 Suminoe Textile 1,311 1.56
95,000 Toray Industries 618 0.73
Transportation: 5.07% (2013: 5.97%)
190,600 AIT 1,417 1.68
69,900 Sakai Moving Service 2,353 2.80
109,000 Senko 497 0.59
Total Japan (2013: 113.19%) 94,434 112.30
Total Equities (2013: 113.19%) 94,434 112.30
Total Investments 94,434 112.30
Cash (2013: 0.64%) 695 0.83
Other Net Liabilities (2013: (13.83%)) (11,043) (13.13)
Net Assets Attributable to Holders of Redeemable
Participating Shares at fair value 84,086 100.00
Board of Directors
NOEL LAMB (aged 57, appointed to the Board on 1st February 2011 and
appointed as Chairman on 30thApril 2014),British, a graduate of Exeter
College, Oxford and is a barrister-at-law. He joined Lazard Brothers & Co
Limited in 1987 and from 1992 to1997 he was the managing director of Lazard
Japan Asset Management where he was the fund manager for their Japanese
equities. In 1997, Noel moved to the Russell Investment Group where he
established the investment management capability of Russell in London. In
2002, Noel was promoted to Chief Investment Officer in North America where he
managed assets of USD 150bn.
ANDREW MARTIN SMITHMCSI (aged 62, appointed to the Board on 26th
September 2002), British, graduated from Oxford University with an MA in
Politics and Economics. He began his career with Allied Hambro Unit Trust
Company and worked in the corporate finance and capital markets divisions of
Hambros Bank Limited becoming a director in 1986. He was chief executive of
Hambros' fund management activities from 1993 to 1997 prior to the merger with
Guinness Flight. He works as an adviser and consultant at Guinness Asset
Management and is a Director of Guinness Asset Management Funds in Dublin. He
is Chairman of Parmenion Capital Management LLP and a non- executive Director
of Church House Investments and M & G High Income and TR European Growth
Investment Trusts.
ERIC BOYLE FCSI (aged 60, appointed to the Board on 17th October
2000), British, is a partner of Smith & Williamson Investment Management LLP.
He has over 30 years' experience in stockbroking and investment banking with
NCL Investments - now part of Smith & Williamson. He became a member of the
London Stock Exchange in 1982 and has specialised in Japan and emerging
markets since 1989 in particular, by way of country and regional closed or
open-ended funds. With the experience gained in studying a variety of
companies in this capacity, he has held directorships in a number of companies
and funds. During his career, he has raised new money for several groups
launching new products investing in both emerging and developed markets.
PHILIP EHRMANN FCSI(aged 55, appointed to the Board on 25th October
2013), British, graduated from the London School of Economics with a BSc in
Economics. He started his investment career at Rowe & Pitman Inc. (now part of
UBS) in 1981 specialising in the North American market as a stock broker. In
1984 he moved into asset management joining Montagu Investment Management,
initially to oversee US equities, before heading up Emerging Markets for what
had become Invesco Asset Management. In 1995 he joined Gartmore Investment
Management to undertake a similar role, before becoming Head of Pacific &
Emerging Markets in 2000. Whilst at Gartmore he managed the Gartmore Asia
Pacific Trust Plc, a pan-Asian Investment Trust. In 2006 he moved to Jupiter
Asset Management where he is a Fund Management Director and joint head of the
Asian team.
TAKESHI MURAKAMI (aged 70, appointed to the Board on 29thNovember
2007), Japanese, graduated from Doshisha University in Kyoto with BA in
Economics. He has 38 years' of experience in both stock broking and investment
management. He started his career at Sanyo Securities, Osaka in 1966 where he
was primarily engaged in international business promotion at its New York
office between 1972-1978 and at its London office for two years between
1982-1984. He thenjoined Schroder Securities in Londonin 1984, before moving
to its Tokyo office in 1986. He served as Schroder's Tokyo Branch Manager for
ten years until he moved to Schroder Investment Management Japan in 1996 as
Director, where he promoted the Japanese pension fund management business.
Having retired from Schroder's at the age of 60 in 2003, Takeshi resumed his
career at Instinet Japan as Chairman in 2004 for a year.
TIMOTHY GUINNESS (Chairman, aged 66, appointed to the Board on 26th
September 2002 and retired as Chairman and from the Board on 30th April 2014),
British, graduated from Cambridge University with an MA in Engineering
followed by an MBA from the Sloan School M.I.T. He began his investment
banking career in Baring Brothers in 1970. He moved to Guinness Mahon in 1977,
becoming Senior Investment Director in 1982. He was co-founder of Guinness
Flight Global Asset Management in 1987. After its acquisition by Investec
Asset Management in 1998, he served as Joint Chairman of Investec Asset
Management until 31st March 2003.He is the Chairman and Chief Investment
Officer of two investment management companies - Guinness Asset Management and
Guinness Atkinson Asset Management since 2003. These companies specialise in
investment in equities in three areas - energy; Asia ex Japan; and innovation.
He also has a number of non-executive directorships. These include the
chairmanship of Brompton Bicycle Company Ltd.
Directors' Report and Statement of Directors' Responsibilities
The Directors are pleased to present their eighteenth Report and
the Audited Financial Statements of the Company for the year ended 30th April
2014.
PRINCIPAL ACTIVITY
Atlantis Japan Growth Fund Limited ("the Company") is a Guernsey
authorised closed ended investment company listed on the London Stock
Exchange. The Company has a premium listing on the London Stock Exchange.
Trading in the Company's ordinary shares commenced on 10th May 1996.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing Financial Statements
for each financial year which 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 year.
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 a going concern basis unless
it is inappropriate to presume that the Company will continue in business.
We confirm, to the best of our knowledge, that:
- thisAnnual Report and Financial Statements, prepared in
accordance with International Financial Reporting Standards ("IFRS") as
adopted by the European Union, give a true and fair view of the assets,
liabilities, financial position and loss of the Company; and
- thisAnnual Report and Financial Statements includes information
detailed in the Directors' Report, the Investment Manager's Report and Notes
to the Financial Statements, which provides a fair review of the information
required by:
a) DTR 4.1.8 of the Disclosure and Transparency Rules ("DTR") being
a fair review of the Company business and a description of the principal risks
and uncertainties facing the Company; and
b) DTR 4.1.11 of the DTR being an indication of important events
that have occurred since the beginning of the financial year, the likely
future development of the Company, the Company's use of financial instruments
and where material, the Company's financial risk management objectives and
policies and its exposure to price risk, credit risk, liquidity risk and cash
flow risk.
In the opinion of the Board, the Financial Statements taken as a
whole, are fair, balanced andunderstandable and provide the information
necessary to shareholdersto assess the Company's performance,business model
and strategy.
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 are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the Directors'
Report and other information included in the Annual Report is prepared in
accordance with company law applicable in Guernsey. They are also responsible
for ensuring that the Annual Report includes information required by the
Listing Rules of the Financial ConductAuthority.
The Directors who held office at the date of the approval of the
financial statements confirm that, so far as they are aware:
- There is no relevant audit information of which the Company's
auditor is unaware; and
- They have taken all the steps they ought to have taken as
Directors to make themselves aware of any relevant audit information and to
establish that the Company's auditor is aware of that information.
The Directors confirm that these Financial Statements comply with
these requirements.
BUSINESS REVIEW AND TAX STATUS
The Investment Trust Company regime was amended for accounting
periods commencing on or after 1st January 2012, whereby a formal application
for initial entry into the regime is required, supported by appropriate annual
tax filings to maintain ongoing investment trust status. This differs from the
previous regime whereby investment trust status was granted annually on a
retrospective basis after the company tax return was submitted to HM Revenue
and Customs.
HMRC approval has been granted for all periods up to and including
30th April 2012. Due to the late filing of the formal application with HMRC to
enter the investment trust regime, which was subsequently not accepted, the
Company did not have investment trust status for the year ended 30th April
2013.No corporation tax was payable as a consequence of this and a successful
application for the Company to enter into the investment trust regime from 1st
May 2013 has been made and accepted, subject to the Company continuing to meet
eligibility conditions.
In the opinion of the Directors, the Company has conducted its
affairs so as to enable it to maintain investment trust status, subject to
completion of the relevant audit work.
REDEMPTION FACILITY
The purpose of the facility is to provide a measure of liquidity
for those shareholders who may wish to redeem. Until 12th March 2013 this was
on a four-monthly basis. Following an Extraordinary General Meeting on the
same date shareholders approved an amendment to the operation of the
Redemption Facility whereby it will operate at six-monthly intervals on 31st
March and 30th September (or if such date is not a business day, the previous
business day). The first redemption point was30th April 2013. Please refer to
Note 17 to the financial statements for more details.
The Directors shall be entitled at their absolute discretion to
determine the procedures for the redemption of the new ordinary shares
(subject to the facilities and requirements of CREST and the Companies Law).
Without prejudice to the Directors discretion, it isintended that the
procedure described below shall apply.
Redemptions may take place on any redemption point. Upon redemption
all new ordinary shares so redeemed shall be cancelled.
Until 12thMarch 2013 shareholders could request the redemption of
all or any of their new ordinary shares on any redemption point, provided that
they held the relevant new ordinary shares at the immediately preceding
redemption point and continue to be beneficially interested in those shares at
all times since that date until the redemption point. Following the
Extraordinary General Meeting on the same date total redemptions at each
redemption point are limited to 5% of the issued share capital at the time. At
each redemption point, each shareholder is entitled to request the redemption
of 5% of their holding of shares held at the immediately preceding redemption
point and held continuously at all times since that date,rounded down to the
nearest whole number (the "Basic Entitlement''). Shareholders are entitled to
request the redemption of shares in excess of their Basic Entitlement to the
extent that other shareholders redeem less than their Basic Entitlement or do
not seek to redeem their shares at the relevant redemption point. Any such
excess redemption requests will be satisfied pro rata in proportion to the
amount in excess of the Basic Entitlement (rounded down to the nearest whole
number of shares).For the avoidance of doubt, the lending of shares will be
regarded as a disposal of beneficial interest.
The right of shareholders to request the redemption of their
ordinary shares on any redemption point shall be exercised by the shareholder
delivering to the receiving agent (or to such other person as the Directors
may designate for this purpose) a duly completed redemption request.
Redemption request forms are available upon request from the Administrator.
Redemption requests shall not be valid (unless the Company otherwise agrees)
unless they are received by the receiving agent not earlier than 20 days nor
later than 10 days before the relevant redemption point.
RESULTS
The results for the year are set out in the Statement of
Comprehensive Income.
DIVIDEND
The provisions of section 1158 of the Corporation Tax Act 2010
(`s.1158') include a retention test which states that the Company should not
retain in respect of any accounting period an amount which is greater than 15%
of its income. This has been modified for accounting periods beginning on or
after 28th June 2013 such that a negative balance on a company's revenue
reserve is taken into account when calculating the amount of income. This is
not relevant however for the year ended 30th April 2014.
There were no distributions made during the year and the Company
met the retention test for the year ended 30th April 2014.
CAPITAL VALUES
At 30th April 2014 the value of net assets available to
shareholders was $84,086,197 (2013-$94,917,916) (net of redemption liability)
and the Net Asset Value per share was $1.92 (2013 - $1.95).
PREPARATION OF FINANCIAL STATEMENTS
The financial statements of the Company have been prepared in
accordance with IFRS, which comprise standards and interpretations approved by
the European Union, and International Accounting Standards, and Standing
Interpretations Committee interpretations approved by the IASC that remain in
effect.
SIGNIFICANT SHAREHOLDINGS
In accordance with the Company's Articles of Association the
Directors have the ability to request nominee shareholders to disclose the
beneficial shareholders they represent. Based on the information received the
following shareholders have a holding in the Company in excess of 3%.
Shareholder % OrdinaryShares
LIMAdvisors 17.76 7,796,717
SouthYorkshirePensionAuthority 13.58 5,960,500
1607CapitalPartners 10.72 4,705,988
EcclesiasticalInvestment Management 5.36 2,352,910
RelianceMutual 4.01 1,762,278
SIXSIS 3.58 1,571,830
SECRETARY
The Secretary is Northern Trust International Fund Administration
Services (Guernsey) Limited.
AUDITORS
Grant Thornton Limited have indicated their willingness to continue
in office.
Resolutions re-appointing them and authorising the Directors to fix
their remuneration will be proposed at the Annual General Meeting.
PRINCIPAL RISKS AND UNCERTANTIES
As an investment trust, the Company invests in securities for the
long term (excluding the redemption facility). The financial investments held
as assets by the Company comprise of equity shares (see the Schedule of
Investments for a breakdown). As such, the holding of securities, investing
activities and financing associated with the implementation of the investment
policy involves certain inherent risks. Events may occur that could result in
either a reduction in the Company's net assets or a reduction of revenue
profits available for distribution.
Set out below are the principal risks inherent in the Company's
activities along with the actions taken to manage them. The Board reviews and
agrees policies for managing these risks and these policies have remained
substantially unchanged since 30th April 2006.
Performance
The Board regularly monitors the Company's investment performance
against a number of indices and the peer group.
Discount
A disproportionate widening of the discount relative to the
Company's peers could result in loss of value for shareholders. The Board
reviews the discount level regularly. The introduction of the redemption
facility has improved the liquidity in the Company's shares and helps to
narrow the discount to the NAV at which the shares trade.
At an Extraordinary General Meeting dated 12th March 2013 the
shareholders approved the introduction of a discount control mechanism whereby
the Company will hold a continuation vote if the shares have traded, on
average, at a discount of more than 10% to the Net Asset Value per share
during any rolling 90 day period, in normal market conditions. If the
obligation to hold a continuation vote is triggered, the vote will be held no
later than the next practicable annual general meeting of the Company. As of
the year ended 30th April 2014, the continuation vote has not been triggered.
Regulatory
The Company operates in a complex regulatory environment and faces
a number of regulatory risks. Breaches of regulations, such as Section 1158 of
the Corporation Tax Act 2010, Guernsey Company Law 2008 and the UKLA Listing
Rules, could lead to a number of detrimental outcomes and reputational damage.
Section 1158 qualification criteria are continually monitored. The Board
relies on the services of the Administrator, Northern Trust International Fund
Administration Services (Guernsey) Limited and its professional advisers to
ensure compliance with Guernsey Company Law 2008 and the UKLA Listing Rules.
Operational
Like most other investment trust companies, the Company has no
employees. The Company therefore relies upon the services provided by third
parties and is dependent on the control systems of the Investment Manager,
Investment Adviser, Tokyo Sub Adviser and the Company's Administrator. The
security, for example, of the Company's assets, dealing procedures, accounting
records and maintenance of regulatory and legal requirements depends on the
effective operation of these systems. These are regularly tested and
monitored.
Financial
The financial risks faced by the Company are disclosed in Note 15 to the
Financial Statements.
Changes to the Board
Philip Ehrmann was appointed as a Director on 25th October 2013. Timothy
Guinness retired as Chairman and as a Directoron 30th April 2014.Noel Lamb
succeeded him as Chairman with effect from30th April.
CORPORATE GOVERNANCE AND SHAREHOLDER RELATIONS
Details of the Company's compliance with corporate governance best
practice, including information on relations with shareholders, are set out in
the Corporate Governance Statement.
GOING CONCERN
The Directors believe that the Company has adequate resources to
continue in operational existence for the foreseeable future. The Company has
introduced a redemption facility and as a result the Company has reduced in
size over the last 3 years. Because the Company is invested in listed and
readily realisable assets these outflows have had no material effect on the
Company's ability to meet its ongoing obligations therefore the Directors
believe the use of the going concern basis is still appropriate as there are
no material uncertainties relating to events or conditions that may cast
significant doubt about the ability of the Company to continue as a going
concern.
Inter-Governmental Agreements
The States of Guernsey signed an intergovernmental agreement with
the UK ("UK-Guernsey IGA") on22nd October 2013, under which mandatory
disclosure requirements will be required in respect ofshareholders who have a
UK connection. The UK-Guernsey IGA has been ratified by Guernsey'sStates of
Deliberation and the relevant legislation introduced. The impacts of the
UK-Guernsey IGAon the Company and the Company's reporting responsibilities
pursuant to the UK-Guernsey IGA arenot currently in final form. The Board is
monitoring implementation of the UK-Guernsey IGA withthe assistance of its
legal advisers.
Alternative Investment Fund Managers Directive
The Company has entered into the arrangements necessary to ensure
compliance with the AIFM Directive. Following a review of the Company's
management arrangements, the Board approved the appointment of Tiburon
Partners LLP ("Tiburon"), who had been acting as the Company's investment
adviser, as the Company's alternative investment fund manager on the terms of
and subject to the conditions of a new investment management agreement between
the Company and Tiburon. (Please refer to Note 22 for details of the new
investment management agreement). The Company's existing investment management
agreement between the Company and AFMG Limited ("AFMG") has been terminated
with AFMG no longer retaining a role in the management of the Company's
assets. Atlantis Investment Research Corporation has been re-appointed by the
Company and Tiburon to act as investment adviser on the terms of and subject
to the conditions of a new investment advisory agreement. Save for the removal
of AFMG from the Company's portfolio management structure, the contractual
terms to which the Company, Tiburon and AIRC are subject have not changed in
substance and, in particular, the management fee which the Company pays
remains unchanged. (Please refer to Note 22 for details of the new investment
manager's agreement)
The Board has also appointed Northern Trust (Guernsey) Limited (the
"Depositary") to act as the Company's depositary (as required by the AIFM
Directive) on the terms and subject to the conditions of a depositary
agreement between the Company, Tiburon and the Depositary. (Please refer to
Note 22 for details of the depositary agreement). Due to legislative and
regulatory changes introduced by virtue of the AIFM Directive, the Company has
also amended and re-stated its administration agreement with Northern Trust
International Fund Administration Services (Guernsey) Limited.
ForeignAccountTax Compliance Act
The US Foreign Account Tax Compliance Act ("FATCA") was introduced
by the United States in 2010, but became effective for the fund following the
States of Guernsey entering into a Model 1 intergovernmental agreement ("IGA")
with the US Treasury in December 2013. The legislation is concerned with
improving tax information sharing to help identify those US individuals that
chose to avoid paying their fair share of tax by holding assets overseas. The
Board has taken advice as regards registering as a Participating Foreign
Financial Institution ("PFFI") and the steps necessary to record its account
holders to meet the FATCA reporting requirements. The first period of
reporting will be from 2015 in respect to periods after 1 July 2014.
Noel Lamb Andrew Martin Smith
Chairman Director
1stAugust2014
Directors' Remuneration Report
The Board has approved this report, in accordance with the rules
covering good communication to shareholders. An ordinary resolution for the
approval of this report will be put to the membersat the forthcoming Annual
General Meeting.
REMUNERATION COMMITTEE
The Board as a whole fulfils the function of a Remuneration
Committee. The Company's financial adviser, corporate broker and company
secretary, will be asked to provide advice when the Directors consider
thelevel of Directors' fees.
POLICY ON DIRECTORS' FEES
The Board's policy is that the remuneration of non-executive
Directors should reflect the experience ofthe Board as a whole and be fair and
comparable to that of other investment trusts that are similar insize, have a
similar capital structure and have a similar investment objective.
The fees for the non-executive Directors are determined within the
limits of £200,000 set out inthe Company's Articles of Inception. The
Directors are not eligible for bonuses, pension benefits,share options,
long-term incentive schemes or other benefits.
DIRECTORS' SERVICE CONTRACTS
It is the Board's policy that none of the Directors have a service
contract. Directors are appointed initially until the following Annual General
Meeting when, under the Company's Articles of Association it is required that
they be re-elected by shareholders. Thereafter two directors shall retire by
rotation, or if only one director is subject to retire by rotation he shall
retire. The retiring directors will then be eligible for reappointment having
been considered for reappointment by the Chairman and other directors.
COMPANY'S PERFORMANCE
For the purpose of this report the Board is required to select an
index against which the Company's performance can be measured. Although
performance is not measured against a single benchmark the Topix TR (USD) and
the Tokyo Second Market (USD) have been selected for this purpose.
DIRECTORS' EMOLUMENTS FOR THE YEAR
Directors' emoluments are paid in sterling. The Directors who
served in the year received the following emoluments in the form of fees:
Year ended Year ended
30-Apr-14 30-Apr-13
Regular fees £ £
Timothy Guinness 30,000 30,000
Noel Lamb 25,000 25,000
Eric Boyle 25,000 25,000
Andrew Martin Smith 27,500 27,500
Takeshi Murakami 25,000 25,000
Philip Ehrmann 6,250 -
138,750 132,500
Noel Lamb's annual fees will increase to £30,000 following his
appointment as Chairman on 30th April 2014.
DIRECTORS' INTERESTS
The Directors served throughout the year under review, with the
exception ofPhilip Ehrmann who was appointed on 25th October 2013.
Certain Directors had a beneficial interest in the Company by way
of their investment in the ordinary shares of the Company.
The details of these interests as at 30th April 2014and 30th April
2013 are as follows:
Ordinary Shares Ordinary Shares
2014 2013
*T. Guinness 100,000 100,000
A. Martin Smith 25,000 25,000
N. Lamb 10,000 10,000
*Timothy Guinness retired on 30th April 2014
The above interests were unchanged at the date of this report.
There were no relevant contracts in force during or at the end of
the year in which any Director had an interest. There are no service contracts
in issue in respect of the Company's Directors.
No Directors had a non-beneficial interest in the Company during
the year under review.
DISCLOSURE OF DIRECTORSHIPS IN PUBLIC COMPANIES LISTED ONRECOGNISED
STOCK EXCHANGES
The following summarises the Directors' directorships in other
public companies:
None of the other Directors held directorships in other public
companies:
APPROVAL
A resolution for the approval of the Directors' Remuneration Report
for the year ended 30th April 2014 will be proposed at the Annual General
Meeting.
By order of the Board
Noel Lamb Andrew Martin Smith
Chairman Director
1stAugust2014
Corporate Governance
INTRODUCTION
The following Corporate Governance statement forms part of the
Directors' Report (DTR 7.2.1). The Board of the Company has considered the
principles and recommendations of the AIC Code of Corporate Governance
("AICCode") by reference to the AIC Corporate Governance Guide for investment
Companies ("AIC Guide"). The AIC Code, asexplained by the AIC Guide, addresses
all the principles set out in the UK Corporate Governance Code2012, as well as
setting outadditional principles and recommendations on issues that are of
specific relevance to the Company.
On 22nd January 2013, the Financial Reporting Council provided the
AIC with an updated endorsement letter to cover the fifth edition of the AIC
Code. The endorsement confirms that by following the AIC Code investment
company boards should fully meet their obligations in relation to the UK
Corporate Governance Code and paragraph LR 9.8.6 of the Listing Rules.
The Company follows the Guernsey Financial Services Commission
("GFSC") Code of Corporate Governance (the "GFSC Code"). 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
are deemed to comply with the GFSC Code.
The Company has complied with the recommendations of the AIC Code
and the relevant provisions of the UK Corporate Governance Code, except as set
out below.
Ø the role of the chief executive
Ø executive directors' remuneration
Ø the need for an internal audit function
Ø the whistle blowing policy
For the reasons set out in the AIC Guide, and as explained in the
UK Corporate Governance Code, the Board considers these provisions are not
relevant to the position of the Company, being an externally managed
investment company. The Company has therefore not reported further in respect
of these provisions.The Directors are non-executive and the Company does not
haveemployees, hence no whistle-blowing policy is required.
THE BOARD
Disclosures under Principle 5 of the AIC Code
Following the retirement of Timothy Guinness the Board is comprised
of five independent non-executive directors including the Chairman, Noel Lamb,
who was appointed on 30th April 2014. Due to the size of the Company, the
nature of its activities and the fact that all of the directors are
independent, the Board does not consider it necessary to appoint a senior
independent director.
The Board has not appointed a remuneration committee but being
comprised of wholly independent directors, the whole Board considers these
matters regularly. The Board considers Agenda Items formally laid out in the
Notice and Agenda, which are formally circulated to the Board in advance of
the Meeting as part of the Board Papers.
The primary focus at Board Meetings is a review of investment
performance and associated matters such as gearing, asset allocation,
marketing and investor relations, peer group information and industry issues.
There were 4board meetings (2012-2013:5) and 2 audit committee meetings(
2012-2013:2) held during the accounting year 1st May 2013 to 30th April 2014.
The table below shows the number of formal meetings attended by each director
during the accounting year.
Director Board Meetings Attended Audit Committee Meetings
Attended
Timothy Guinness 4 2
Eric Boyle 4 2
Andrew Martin Smith 4 2
Takeshi Murakami 4 n/a
Noel Lamb 4 2
Philip Ehrmann 2 1
In addition to the meetings held above there were also 4 other
committee meetings held during the year in relation to the operation of the
redemption facility and other operational matters.
Directors are appointed initially until the following Annual
General Meeting when, under the Company's Articles of Association it is
required that they be re-elected by shareholders. Thereafter two directors
shall retire by rotation, or if only one director is subject to retire by
rotation he shall retire. The retiring directors will then be eligible for
reappointment having been considered for reappointment by the Chairman and
other directors.
The Board evaluates its performance and considers the tenure of
each director on an annual basis, and considers that the mix of skills,
experience, ages and length of service to be appropriate to the requirements
of the Company.
When considering succession planning, the Board bears in mind the
balance of skills, knowledge, and experience and diversity existing on the
Board. The Board has noted amendments to the UK Code to strengthen the
principle on boardroom diversity following the Davies Report. The Board
considers diversity as part of the annual performance evaluation and it is
felt that there is a range of backgrounds and each director brings different
qualities to the Board and its discussions. It is not felt appropriate for the
Company to have set targets in relation to diversity; candidates will be
assessed in relation to the relevant needs of the Company at the time of
appointment. A good knowledge of investment management generally, Japan
investment management specifically and investment trust industry matters and
sophisticated investor concerns relevant to this company will nevertheless
remain the key criteria by which new Board candidates will be sought. The
Board will recommend when the recruitment of additional non-executive
directors is required. Once a decision is made to recruit additional directors
to the Board each director is invited to submit nominations and these are
considered in accordance with the Board's agreed procedures. The Boardmay also
use external agencies as and when the requirement to recruit an additional
Board member becomes necessary.
Trust Associates, an independent advisor in the governance and
management of investment companies, was appointed to identify potential
candidates to join the Board of Directors.Following a shortlisting and
interview process, Mr Phillip Ehrmann was identified as the preferred
candidate.After due consideration by the Board, it wasresolved to appoint Mr
Phillip Ehrmann to the role. Having served on the board for more than ten
years Mr Eric Boyle and Mr Andrew Martin Smith are subject to annual
re-election in accordance with theUK Corporate Governance Code and both
directors will offer themselves for re-election. The board considers that
Messrs Boyle's and Martin Smith's length of service and breadth of experience
enhances the effective management of the company. In addition Mr Noel Lamb
will retire by rotation in accordance with the Articles of Incorporation and
offers themselves for re-election. The board confirms the performance of all
directors has been subject to formal evaluation and that they continue to be
effective in their role. The board firmly recommends to shareholders that all
directors should be re-elected.
There is an agreed procedure for directors to take independent
professional advice if necessary, and at the Company's expense. This is in
addition to the access which every director has to the advice of the Company
Secretary.
The Company has taken out Insurance with Gallagher Heath in respect
of the directors liability. For the year1stMay 2013 to 30thApril2014 the
charge was £19,425.
INTERNAL CONTROLS
The Board has delegated the responsibility for the management of
the Company's investment portfolio, the provision of custody services and the
administration, registrar and corporate secretarial functions including the
independent calculation of the Company's Net Asset Value and the production of
the Annual Report and Financial Statements which are independently audited.
Whilst the Board delegates responsibility, it retains responsibility for the
functions it delegates out and is responsible for the risk management and
systems of internal control. Formal contractual agreements have been put in
place between the Company and providers of these services.
The Board directly on an ongoing basis and via its Audit Committee
has implemented a system to identify and manage the risks inherent in such
contractual arrangements by assessing and evaluating the performance of the
service providers including financial, operational and compliance controls and
risk management systems. On an ongoing basis compliance reports are provided
at each Board Meeting from the Administrator, Northern Trust International
Fund Administration Services (Guernsey) Limited and the Audit Committee
reviews the SOC 1 report on this service provider.
The extent and quality of the systems of internal control and
compliance adopted by the Investment Manager, Investment Adviser and AIRC, the
Investment Sub-Adviser, are also reviewed on a regular basis, and the primary
focus at each Board Meeting is a review of investment performance and
associated matters such as gearing, asset allocations, marketing and
investment relations, peer group information and industry issues. The Board
also closely monitors the level of discount and has the ability to buy back
shares in the market.
The Board believes that it has implemented an effective system for
the assessment of risk, but the Company has no staff, has no internal audit
function and can only give reasonable but not absolute assurance that there
has been no material financial misstatement or loss.
COMMITTEES
The Board has established an Audit Committee which is described below.
The Board has not appointed a Management Engagement Committee or
Nomination Committee but has chosen to assess and review the performance of
theBoard and contractual arrangements with the Investment Manager and
investment adviser on an annual basis by the entire Board who are independent
non-executive directors. Details of the Investment Management agreement are
shown in Note 5 to the Financial Statements.
Audit Committee
The Audit Committeeoperates within defined terms of reference. The
Audit Committee's responsibilities include:
- Review of draft annual and interim report and financial statements.
- Review of independence, objectivity, qualifications and experience of the
Auditors.
- Review of audit fees.
The Audit Committee is appointed by the Board and comprises Mr
Martin Smith as Chairman, Mr Guinness (retired 30th April 2014),Mr Ehrmann
(appointed 25th October 2013), Mr Boyle and Mr Lamb.
In accordance with the AIC Code, the Board has determined that Mr
Martin Smith has recent and relevant financial experience. All other members
of the Audit Committee are deemed to have the necessary ability and experience
to understand the financial statements.
The function of the Audit Committee is to ensure that the Company
maintains the highest standards of integrity, financial reporting and internal
control.
The Audit Committee meets with the Company's external auditors
annually to review the Auditedfinancial statements.
The Audit Committee meets at least twice a year and may meet more
frequently if the Audit Committee deems necessary or if required by the
Company's Auditors.
The Company's Auditors are advised of the timing of the Audit
Committee Meetings. The Audit Committee has access to the Compliance officers
of the Investment Adviser, the Administrator and the Custodian.
The Company Secretary is the Secretary of the Audit Committee and
attends all Meetings of the Audit Committee.
The Audit Committee is satisfied that auditor objectivity and
independence is not impaired by the performance byGrant Thornton UK LLP of
non-audit tax services, which cover UK tax compliance services. The Audit
Committee considers that the appointment of a third party unfamiliar with the
Company to carry out non-audit services of UK tax compliance would not benefit
shareholders since they would incur unnecessary additional expense. Grant
Thornton UK LLP is UK-based and provides non-audit tax advice to the
Company.The auditors are Grant Thornton Limited, based in Guernsey.
The Audit Committee is authorised by the Board to investigate any
activity within its terms of reference. It is authorised to obtain outside
legal or other independent professional advice and to secure the attendance of
outsiders with relevant experience and expertise if it considers this
necessary.
SHAREHOLDER RELATIONS
The Board monitors the trading activity and shareholder profile on
a regular basis and maintains contact with the Company's stockbroker to
ascertain the views of shareholders. Shareholders where possible are contacted
directly on a regular basis, and shareholders are invited to attend the
Company's Annual General Meeting in person and ask questions of the Board of
Directors and Investment Manager. Following the Annual General Meeting each
year the Investment Manager gives a presentation to the shareholders.
The Company reports to shareholders twice a year and a proxy voting
card is sent to shareholders with the Annual Report and Financial Statements.
The Registrar monitors the voting of the shareholders and proxy voting is
taken into consideration when votes are cast at the Annual General Meeting.
Shareholders may contact the Directors via the Company Secretary.
EVALUATION OF PERFORMANCE OF INVESTMENT MANAGER
The investment performance is reviewed at each regular Board
meeting at which representatives of the Investment Manager are required to
provide answers to any questions raised by the Board. The Board has instigated
an annual formal review of the Investment Manager which includes consideration
of:
- performance compared with benchmark and peer group;
- investment resources dedicated to the company;
- investment management fee arrangements and notice period compared
with peer group; and
- marketing effort and resources provided to the Company.
In the opinion of the Directors the continuing appointment of the
InvestmentManager on the terms agreed is in the interests of the Company's
shareholders as a whole.
By order of the Board
Noel Lamb Andrew Martin Smith
Chairman Director
1stAugust2014
Audit Committee Report
We present the Audit Committee's Report for 2014, setting out the
responsibilities of the Audit Committee and its key activities in the year
from 1st May 2013 to 30th April 2014.
The Audit Committee has scrutinised the appropriateness of the
Company's system of risk management and internal controls, the robustness and
integrity of the Company's financial reporting, along with the external audit
process. The Committee has devoted time to ensuring that controls and
processes have been properly established, documented and implemented.
During the course of the year, the information that the Audit
Committee has received has been timely and clear and has enabled the Audit
Committee to discharge its duties effectively.
The Audit Committee is very supportive of the latest UK Corporate
Governance Code recommendations. We support the aims of the Code and the best
practice recommendations of other corporate governance organisations such as
the Association of Investment Companies ("AIC"), and believe that the revised
Code allows the Audit Committee to further strengthen its role as a key
independent oversight Committee.
Role and Responsibilities
The primary function of the Audit Committee is to assist the Board
in fulfilling its oversight responsibilities. This includes reviewing the
financial reports and other financial information before publication.
In addition, the Audit Committee reviews the systems of internal
controls on a continuing basis that the Investment Manager and the Board have
established with respect to finance, accounting, risk management, compliance,
fraud and audit. The Committee also reviews the accounting and financial
reporting processes, along with reviewing the roles, independence and
effectiveness of the external auditor.
The ultimate responsibility for reviewing and approving the Annual
and other Financial Statements remains with the Board.
The Audit Committee's full terms of reference can be obtained by
contacting the Company's Administrator.
Risk Management and Internal Control
The Board, as a whole, including the Audit Committee members,
considers the nature and extent of the Company's risk management framework and
the risk profile that is acceptable in order to achieve the Company's
strategic objectives. As a result, it is considered that the Board has
fulfilled its obligations under the Code.
The Audit Committee continues to be responsible for reviewing the
adequacy and effectiveness of the Company's on-going risk management systems
and processes. Its system of internal controls, along with its design and
operating effectiveness, is subject to review by the Audit Committee through
reports received from the Investment Manager, along with those from the
Administrator and external auditor.
The Audit Committee has reviewed the need for an internal audit
function and has decided that the systems and procedures employed by the
Investment Manager, Investment Adviser and AIRC, provide sufficient assurance
that a sound system of risk management and internal control, which safeguards
shareholders' investments and the company's assets, is maintained. An internal
audit function is therefore considered unnecessary.
Fraud, Bribery and Corruption
The Audit Committee continues to monitor the fraud, bribery and
corruption policies of the Company and receives a confirmation from all
service providers that there have been no instances of fraud or bribery.
Financial Reporting and Significant Financial Issues
The Audit Committee assesses whether suitable accounting policies
have been adopted andwhether the Investment Manager has made appropriate
estimates and judgements. The Audit Committee reviews accounting papers
prepared by the Investment Manager and Administratorwhich provide details on
the main financial reporting judgements.
The Audit Committee also reviews reports by the external auditors
which highlight any issues withrespect to the work undertaken on the audit.
The significant issues considered during the year by the Audit
Committee in relation to theFinancial Statements and how they were addressed
are detailed below:
(i) Valuation of Investments:
The Company's investments had a fair value of $94,433,693 as at
30thApril 2014 and represent asubstantial portion of net assets of the
Company. As such this is the largest factor in relation to theaccuracy of the
Financial Statements. These investments are valued in accordance with
theAccounting Policies set out in Note 2 to the Financial Statements. The
Audit Committee consideredthe valuation of the investments held by the Company
as at 30th April 2014 to be reasonable fromdiscussions with the Investment
Manager, Custodian and Administrator on their processes for thevaluation of
these investments.
(ii) Income Recognition:
The Audit Committee considered the calculation of income from
investments recorded in theFinancial Statements as at 30th April 2014. The
Audit Committee reviewed theInvestment Manager's process for calculating
income from investments andfound it to be reasonable based on the explanations
provided and information obtained from theInvestment Manager. The Audit
Committee was therefore satisfied that income was correctly statedin the
Financial Statements.
At the request of the Audit Committee, the Administrator confirmed
that it was not aware of anymaterial misstatements including matters relating
to Financial Statement presentation. At theAudit Committee meeting to review
the Annual Report and Audited Financial Statements, the AuditCommittee
received and reviewed a report on the audit from the external auditors. On the
basis ofits review of this report, the Audit Committee is satisfied that the
external auditor has fulfilled itsresponsibilities with diligence and
professional scepticism. The Audit Committee advised the Boardthat these
Annual Financial Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary to shareholders to assess
the Company's performance, business model, and strategy.
Following a review of the presentations and reports from the
Investment Manager andAdministrator and consulting where necessary with the
external auditor, the Audit Committee issatisfied that the Financial
Statements appropriately address the critical judgements and keyestimates
(both in respect to the amounts reported and the disclosures). The Audit
Committee isalso satisfied that the significant assumptions used for
determining the value of assets andliabilities have been appropriately
scrutinised, challenged and are sufficiently robust.
The Audit Committee is satisfied that the judgements made by the
Investment Manager andAdministrator are reasonable, and that appropriate
disclosures have been included in the accounts.
External Auditors
The Audit Committee has responsibility for making a recommendation
on the appointment, reappointment and removal of the external auditors,Grant
Thornton Limited ("GT"). GT have been external auditors to the Company since
inception, during which period the role has not been put out to tender.
During the year the Audit Committee received and reviewed audit
plans and reports from the external auditors. To assess the effectiveness of
the external audit process, the auditors were asked to articulate the steps
that they have taken to ensure objectivity and independence, including where
the auditor provides non-audit services. The Audit Committee also reviewed the
work done during the year by the external auditors both as part of the audit
process and on non-audit matters and from time to time compares their
effectiveness as well as their costs with the benefit of the experience they
have had in other investment management houses and relevant contexts. These
steps enable the Audit Committee to monitor the auditors' performance,
behaviour and effectiveness during the exercise of their duties, which informs
the decision to recommend reappointment on an annual basis. The Audit
Committee under its terms of reference reviews the appointment and
re-appointment of the external auditor typically at its December meeting in
advance of the reviewing the Audit Approach for the Annual Report.
As a general rule, the Company does not utilise external auditors
for internal audit purposes,secondments or valuation advice. Services which
are in the nature of audit, such as taxcompliance, tax structuring, private
letter rulings, accounting advice, quarterly reviews anddisclosure advice are
normally permitted but will be pre-approved by the Audit Committee.
The following table summarises the remuneration paid to Grant
Thornton foraudit and non-audit services during the year ended 30thApril 2014.
For the year ended 30th April 2014
$
Grant Thornton Limited
Annual audit 36,074
Tax consulting and compliance services 4,977
For any questions on the activities of the Audit Committee not
addressed in the foregoing, a member of the Audit Committee will attend each
Annual General Meeting to respond to such questions.
The Audit Committee Report was approved on 1stAugust2014and signed
on behalf by:
Andrew Martin Smith
Chairman, Audit Committee
Independent Auditor's Report to the Membersof
Atlantis Japan Growth Fund Limited
For the year ended 30th April 2014
We have audited the financial statements of Atlantis Japan Growth
Fund Limited ("the Company") for the year ended 30th April 2014 which comprise
the Statement of Comprehensive Income, the Statement of Changes in Equity, the
Statement of Financial Position, 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
(IFRSs) as adopted by the European Union.
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 auditors' 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 auditors
As explained more fully in the Statement of Directors'
Responsibilities, the directors are responsible for the preparation of the
financial statements which give a true and fair view.
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable legal and regulatory
requirements and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board'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 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 and to identify
any information that is apparently materially incorrect based on, or
materially inconsistent with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications for our report.
Auditor commentary
An overview of the scope of our audit
Our audit approach was based on a thorough understanding of the
Company's business and is risk-based. The day-to-day management of the
Company's investment portfolio, the custody of its investments and the
maintenance of the Company's accounting records is outsourced to third-party
service providers. Accordingly, our audit work is focussed on obtaining an
understanding of, and evaluating, internal controls at the Company and the
third-party service providers, and inspecting records and documents held by
the third-party service providers. We undertook substantive testing on
significant transactions, balances and disclosures, the extent of which was
based on various factors such as our overall assessment of the control
environment, the effectiveness of controls over individual systems and the
management of specific risks.
Our application of materiality
We apply the concept of materiality in planning and performing our
audit, in evaluating the effect of any identified misstatements and in forming
our opinion. For the purpose of determining whether the financial statements
are free from material misstatement we define materiality as the magnitude of
a misstatement or an omission from the financial statements or related
disclosures that would make it probable that the judgement of a reasonable
person relying on the information would have been changed or influenced by the
misstatement or omission. We also determine a level of performance materiality
which we use to determine the extent of testing needed to reduce to an
appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality for the financial statements as a
whole. We established a materiality for the financial statements taken as a
whole to be US $840,000, which is 1% of the Company's Net Asset Value. Net
asset value is the most appropriate benchmark for materiality consideration as
this is the basis of the Company's key performance indicator.
We have determined the threshold at which we communicate
misstatements to the Audit Committee to be US $42,000. In addition, we
communicate misstatements below that threshold that, in our view, warrant
reporting on qualitative grounds.
Our assessment of risk
Without modifying our opinion, we highlight the following matters
that are, in our judgement, likely to be most important to users'
understanding of our audit. Our audit procedures relating to these matters
were designed in the context of our audit of the financial statements as a
whole, and not to express an opinion on individual transactions, account
balances or disclosures.
Financial assets designated at fair value through profit or loss
(FVTPL)
The principal activity of the Company is to invest in portfolio of
listed equities in Japan with a view to generate long term capital growth for
its shareholders. Accordingly, the investment portfolio is the largest asset
in the financial statements and is designated at fair value through profit or
loss ("FVTPL") in accordance with IAS 30 "Financial Instruments: Recognition
and Measurement". We have therefore identified the valuation of financial
assets as a significant risk requiring special audit consideration.
Our audit work included, but was not restricted to, obtaining a
confirmation of investments held at the yearend directly from the independent
custodian's statements and reconciling these to the records maintained by the
Company's administrator, testing a selection of investment additions and
disposals to supporting documentation, and agreeing the valuation of the
quoted investments to an independent source of market prices.
The Company's accounting policy and other disclosures on financial
assets designated at FVTPL are included in Notes 2(f) and 11.
Revenue recognition
Under ISAs (UK & Ireland), there is a presumed risk that revenue
may be misstated due to improper recognition of revenues. Due to the nature of
this risk we are required to assess it as a significant risk requiring special
audit considerations.
Our audit work included, but was not restricted to, assessing
whether the Company's revenue recognition policies conform to IAS 18
"Revenues" and reviewing significant contracts to determine whether interest
and/or dividends have been accounted for in accordance with that policy.
The Company's accounting policy in respect of revenue recognition
is included in Note 2(d).
Management override of internal controls
Under ISAs (UK & Ireland), for all our audits we are required to
consider the risk of management override of financial controls. Due to the
unpredictable nature of this risk we are required to assess it as a
significant risk requiring special audit consideration.
Our audit work included, but was not restricted to, specific
procedures relating to this risk that are required by ISA 240, The Auditors
Responsibilities relating to Fraud in an Audit of the FinancialStatements.
This includes tests of journal entries, the evaluation of judgments and
assumptions in management's estimates and tests of significant transactions
outside the normal course of business.
In particular, our work on financial assets at FVTPL addressed key
aspects of ISA 240.
Opinion on the financial statements
In our opinion the financial statements:
- give a true and fair view of the state of the company's affairs
as at 30th April 2014 and of its loss for the year then ended;
- are in accordance with IFRSs as adopted by the European Union;
and
- comply with The Companies (Guernsey) Law, 2008.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the ISAs (UK and Ireland), we are required to report to you
if, in our opinion, information in the annual report is:
- materially inconsistent with the information in the audited
financial statements; or
- apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Company acquired in the course of
performing our audit; or
- otherwise misleading.
In particular, we are required to consider whether we have
identified any inconsistencies between our knowledge acquired during the audit
and the directors' statement that they consider the annual report is fair,
balanced and understandable and whether the annual report appropriately
discloses those matters that were communicated to the audit committee which we
consider should have been disclosed.
Under The Companies (Guernsey) Law, 2008 we are required to report
to you, if in our opinion:
- proper accounting records have not been kept by the Company; or
- the financial statements are not in agreement with the accounting
records; or
- we have not obtained all the information and explanations, which
to the best of our knowledge and belief, are necessary for the purposes of our
audit.
Under the Listing Rules we are required to review:
- the directors' statement, in relation to going concern; and
- the part of the Corporate Governance Statement relating to the
company's compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Alexander Langley
For and on behalf ofGrant Thornton Limited
Chartered Accountants
St Peter Port, Guernsey, Channel Islands
1stAugust 2014
Statement of Comprehensive Income
For the year ended 30th April 2014
2014 2013
Revenue Capital Total Revenue Capital Total
Notes $'000 $'000 $'000 $'000 $'000 $'000
Income
4 Gains on investments held at fair value - - - - 19,280 19,280
Gain on foreign exchange - 335 335 - 1,881 1,881
Dividend income 2,223 - 2,223 2,445 - 2,445
2,223 335 2,558 2,445 21,161 23,606
Expenses
4 Losses on investments held at fair value - 1,551 1,551 - - -
5 Investment management fee 944 - 944 984 - 984
6 Custodian fees 71 - 71 77 - 77
7 Administration fees 150 - 150 166 - 166
17 Redemption facility expenses 20 - 20 - - -
7 Registrar and transfer agent fees 16 - 16 39 - 39
8 Directors' fees and expenses 323 - 323 273 - 273
Insurance fees 28 - 28 33 - 33
Audit fee 56 - 56 49 - 49
Printing and advertising fees 38 - 38 39 - 39
Legal and professional fees 172 - 172 337 - 337
Listing fees 13 - 13 14 - 14
Miscellaneous expenses 27 - 27 21 - 21
1,858 1,551 3,409 2,032 - 2,032
Finance cost
Interest expense and bank charges 155 - 155 258 - 258
(Loss)/profit before tax 210 (1,216) (1,006) 155 21,161 21,316
9 Taxation (267) - (267) (171) - (171)
(Loss)/profit and total
comprehensive (loss)/income for the year (57) (1,216) (1,273) (16) 21,161 21,145
10 (Deficit)/earnings per ordinary share $(0.001) $(0.026) $(0.027) $0.000 $0.336 $0.336
All of the Company's income and expenses are included in the profit/loss for
the year and therefore the loss for the year is also the Company's
comprehensive loss for the year, as defined by IAS 1(revised). In arriving at
the result for the year, all amounts above relate to continuing activities.
The total column in this statement represents the Company's Statement of
Comprehensive Income, prepared in accordance with IFRS. The supplementary
revenue and capital columns are both prepared under guidance published by the
Association of Investment Companies.
Statement of Changes In Equity
For the year ended 30th April 2014
Capital
Capital Capital Reserve/
Ordinary
Share Share Revenue Reserve/ Reserve/ Exchange
Capital Premium Reserve Realised Unrealised Differences Total
Notes $'000 $'000 $'000 $'000 $'000 $'000 $'000
Balances at 1st May 2013 - - (23,951) 100,365 30,472 (11,968) 94,918
Movements during the year
17 Redemptions - (9,456) - - - - (9,456)
Shares bought into treasury - - (103) - - - (103)
Transfer from capital reserve - 9,456 - - - - 9,456
Transfer to share premium - - - (9,456) - - (9,456)
4 Gain on investments sold - - (18,748) 18,748 - - -
Movement on loss on valuation of
4 investments - - 20,299 - (20,299) - -
Gain on foreign exchange - - (335) - - 335 -
Total comprehensive loss - - (1,273) - - - (1,273)
Balances at 30th April 2014 - - (24,111) 109,657 10,173 (11,633) 84,086
Capital
Capital Capital Reserve/
Ordinary
Share Share Revenue Reserve/ Reserve/ Exchange
Capital Premium Reserve Realised Unrealised Differences Total
Notes $'000 $'000 $'000 $'000 $'000 $'000 $'000
Balances at 1st May 2012 - 36,739 (22,061) 108,936 20,065 (13,849) 129,830
Movements during the year
17 Redemptions - (54,183) - - - - (54,183)
Shares bought into treasury - - (1,793) - - - (1,793)
Proceeds from reissue of treasury shares - - 96 - - - 96
Transfer from capital reserve - 17,444 - - - - 17,444
Transfer to share premium - - - (17,444) - - (17,444)
4 Gain on investments sold - - (8,873) 8,873 - - -
Movement on gain on valuation of
4 investments - - (10,407) - 10,407 - -
Gain on foreign exchange - - (1,881) - - 1,881 -
18 Distribution - - (177) - - - (177)
Total comprehensive income - - 21,145 - - - 21,145
Balances at 30th April 2013 - - (23,951) 100,365 30,472 (11,968) 94,918
Statement of Financial Position
As at 30th April 2014
30th April 30th April
2014 2013
Notes $'000 $'000
Non Current Assets
2(f), 11 Financial assets at fair value
through profit or loss 94,434 107,440
Current Assets
Due from brokers 1,262 -
2(d) Dividends and other receivables 946 821
2(g) Cash and cash equivalents 695 603
2,903 1,424
Current Liabilities
Due to brokers (846) -
Due to shareholders - (4,880)
Payables and accrued expenses (210) (235)
2(h), 12 Loans payable (12,195) (8,831)
(13,251) (13,946)
Net Current Liabilities (10,348) (12,522)
16 Net Assets 84,086 94,918
Equity
14 Ordinary share capital - -
14 Share premium - -
Revenue reserve (24,111) (23,951)
2(l) Capital reserve 108,197 118,869
16 Net Assets Attributable to Equity Shareholders 84,086 94,918
Net Asset Value per Ordinary Share* $1.92 $1.95
*Based on the Net Asset Value at the yearend divided by the number
of shares in issue:43,894,158 (30th April 2013-48,693,711) (See Note 14)
Approved by the Board of Directors on 1stAugust 2014and signed on its behalf
by:
Noel Lamb Andrew Martin Smith
Chairman Director
Statement of Cash Flows
For the year ended 30th April 2014
30th April 30th April
2014 2013
Notes $'000 $'000
Reconciliation of profit for the year to net cash flows
from operating activities
(Loss)/profit before taxation (1,006) 21,316
4 Loss/(gain) on investments held at fair value 1,551 (19,280)
Gain on foreign exchange (335) (1,881)
Interest expense and bank charges 155 258
(Increase)/decrease in dividends and other receivables (125) 703
Decrease in payables and accrued expenses (25) (87)
9 Taxation paid (267) (171)
Net cash (outflow)/inflow from operating activities (52) 858
Investing Activities
Purchase of investments (69,908) (68,954)
Sale of investments 80,918 126,554
Net cash inflow from investing activities 11,010 57,600
Net cash inflow before financing 10,958 58,458
Cash flows from financing activities
Interest paid (125) (281)
Redemptions (14,336) (49,303)
Treasury shares (103) (1,793)
Net loans drawn down/(repaid) 3,948 (7,354)
Net cash outflow from financing activities (10,616) (58,731)
Net increase/(decrease) in cash and cash equivalents 342 (273)
Exchange movements (250) (44)
Movement in cash and cash equivalents in the year 92 (317)
Cash and cash equivalents at beginning of year 603 920
Cash and cash equivalents at end of year 695 603
Notes to the Financial Statements
For the year ended 30th April 2014
1. GENERAL
Atlantis Japan Growth Fund Limited (the "Company") was
incorporated in Guernsey on 13th March 1996. The Company commenced activities
on 10th May 1996.
2. ACCOUNTING POLICIES
a) Statement of Compliance
The financial statements of the Company have been prepared in
accordance with International Financial Reporting Standards ("IFRS"), which
comprise standards and interpretations approved by the European Union and
International Accounting Standards, and Standing Interpretations Committee
interpretations approved by the IASC that remain in effect.
Basis of accounting
The annual Financial Statements have been prepared under the
historical cost convention, as modified by the revaluation of financial assets
and financial liabilities held at fair value through profit or loss, and in
accordance with International Financial Reporting Standards ("IFRS"), andThe
Association of Investment Companies ("AIC") Statement of Recommended Practice
("SORP")for Investment Trust Companies and Venture Capital Trusts to the
extent it is not in conflict with IFRS and the Principal Documents.
The preparation of the Financial Statements in conformity with IFRS
requires management to make judgements, estimates and assumptions that affect
the application of policies and the reported amounts of assets and
liabilities, income and expense. 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 the judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from those
estimates.
The accounting policies adopted are consistent with those of the
previous financial year and are set out below:
Applicable new standards and interpretations not yet adopted
IFRS 9 Financial Instruments
IFRS 9, Financial Instruments issued in November 2009 and October
2010, is being issued in phases and introduces new requirements dealing with
recognition, classification, and measurement and derecognition of financial
assets and liabilities. These chapters are tentatively effective for annual
periods beginning 1st January 2018. Further chapters dealing with impairment
methodology and hedge accounting are still being developed. The Company's
management have yet to assess the impact of this new standard on the Company's
Financial Statements. However, they do not expect to implement IFRS 9 until
all of its chapters have been published and they can comprehensively assess
the impact of all changes.
IAS 32 Amendments - Offsetting Financial Assets and Financial
Liabilities
These amendments to IAS 32 clarify the meaning of "currently has a
legally enforceable right to set-off". It is applicable for annual periods
beginning on or after 1st January 2014. The IAS 32 offsetting criteria require
the reporting entity to intend either to settle on a net basis, or to realise
the asset and settle the liability simultaneously. The amendments clarify
those only gross settlement mechanisms with features that eliminate or result
in insignificant credit and liquidity risk and that process receivables and
payables in a single settlement process or cycle would be, in effect,
equivalent to net settlement and, therefore, meet the net settlement
criterion.
Accounting standards and amendments to standards now effective
IFRS 7 Amendments - Financial Instruments Disclosures and
Amendments related to financial assets and liabilities offsetting
The additional disclosures required are designed to provide
information that enables users to understand the relationship between
transferred financial assets that are not derecognised in their entirety and
the associated liabilities and to evaluate the nature of, and risks associated
with, any continuing involvement of the reporting entity in financial assets
that are derecognised in their entirety. Qualitative and quantitative
disclosures have been added relating to gross and net amounts of recognised
financial instruments that are (a) set off in the statement of financial
position and (b) subject to enforceable master netting arrangements and
similar agreements, even if not set off in the statement of financial
position. There were no financial instruments offset on the Statement of
Financial Position.
IFRS 12 Disclosures of interests in other entities
IFRS 12, `Disclosures of interests in other entities', effective
for annual periods beginning on or after 1st January 2013, includes the
disclosure requirements for all forms of interests in other entities,
including joint arrangements, associates, special purpose vehicles and other
off balance sheet vehicles. The new standard has not had any impact on the
Company's financial position or performance.
IFRS 13 Fair Value Measurement
IFRS 13, 'Fair Value Measurement', defines fair value as the price
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date (i.e.
an exit price). If an asset or a liability at fair value has a bid and an ask
price, the standard requires valuation to be based on a price within the
bid-ask spread that is most representative of fair value and allows the use of
mid-market pricing as a practical market expedient for fair value measurement
within a bid-ask spread.
IFRS 13 includes an additional requirement to classify assets and
liabilities not carried at fair value but for which fair value is disclosed
into a fair value hierarchy table as presented in Note 15 to the financial
statements.
The following accounting standards and amendments to standards are
also now effective but are not relevant to the Company:
* IAS 1Amendments,'Presentation of Financial Statements'
* IAS 19, 'Employee Benefits'
* IFRS 10, 'Consolidated Financial Statements'
* IFRS 11, 'Joint Arrangements'
b) Going Concern
The Directors believe that the Company has adequate resources to
continue in operational existence for the foreseeable future. Following the
introduction of the redemption facility the Company has decreased in size in 4
years from a Net Asset Value of $269m at 30th April 2010 to $84m at 30th April
2014with $9m being redeemed during the current financial year.The Directors
are actively monitoring the redemptions to ensure that there are adequate
funds available for the Company to meet its ongoing obligations. Therefore the
Directors believe the use of the going concern basis is still appropriate as
there are no material uncertainties relating to events or conditions that may
cast significant doubt about the ability of the Company to continue as a going
concern.
c) Presentation of Statement of Comprehensive Income
In order to better reflect the activities of an investment trust
company supplementary information which analyses the Statement of
Comprehensive Income between items of a revenue and capital nature has been
presented alongside the Statement of Comprehensive Income.
d) Income Recognition
Dividends arising on the Company's investments are accounted for
on an ex-dividend basis. Investment income is accounted for gross of
withholding tax.
e) Expenses
All expenses are recognised on an accruals basis and have been
charged against revenue.
f) Investments
The Company's business is investing in financial assets with a
view to profiting from their total return in the form of income and capital
growth. This portfolio of financial assets is managed and its performance
evaluated on a fair value basis, in accordance with a documented investment
strategy, and information about the portfolio is provided internally on that
basis to the Company's Board of Directors.
Accordingly, upon initial recognition the investments are
designated by the Company as `at fair value through profit or loss'. They are
included initially at fair value, which is taken to be their cost (excluding
expenses incidental to the acquisition which are written off in the Statement
of Comprehensive Income, and allocated to the capital column of the Statement
of Comprehensive Income at the time of acquisition). Subsequently, the
investments listed overseas are valued at `fair value', which is mid-market
price based on published price quotations.
Gains and losses on non-current asset investments are included in
the Statement of Comprehensive Income as capital.
g) Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and
short-term deposits with an original maturity of three months or less.
For the purposes of the Statement of Cash Flows, cash and cash
equivalents consist of cash and cash equivalents, as defined above, net of
outstanding bank overdrafts.
h) Loans Payable
All loans are initially recognised at cost, being the fair value
of the consideration received, less issue costs where applicable. After
initial recognition, all interest bearing loans and borrowings are
subsequently measured at amortised cost. Amortised cost is calculated by
taking into account discount or premium on settlement. Any costs of arranging
any interest-bearing loans are capitalised and amortised over the life of the
loan.
i) Foreign Currencies
The Company's investments are predominately denominated in
Japanese yen. The Company's obligation to shareholders is denominated in US
dollars and when appropriate, the Company may hedge the exchange rate risk
from yen to US dollars. Therefore, the functional currency is US dollars,
which is also the presentation currency of the Company. Transactions involving
currencies other than US dollars, are recorded at the exchange rate ruling on
the transaction date. At each Statement of Financial Position date, monetary
items and non-monetary assets and liabilities that are fair valued, which are
denominated in foreign currencies, are retranslated at the closing rates of
exchange.
Exchange differences arising from retranslating at the Statement
of Financial Position date of;
- investments and other financial instruments measured at fair
value through profit or loss; and
- other monetary items;
and arising on settlement of monetary items, are included in the
Statement of Comprehensive Income and allocated as capital if they are of a
capital nature, or as revenue if they are of a revenue nature.
j) Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax. In addition, the Company incurs withholding taxes imposed by
certain countries on dividend and interest income. Such income is recognised
gross of the taxes and the corresponding withholding tax is recognised as a
tax expense.
There is no tax currently payable as the company incurred a loss
during the year. Any taxable profit differs from the net profit, if any, as
reported in the Statement of Comprehensive Income because it excludes items of
income or expense that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Company's liability
for current tax is calculated using tax rates that were applicable at the
Statement of Financial Position date.
In line with the recommendations of the AIC SORP, the allocation
method used to calculate tax relief on expenses presented against capital
returns in the supplementary information in the Statement of Comprehensive
Income is the "marginal basis". Under this basis, if taxable income is capable
of being offset entirely by expenses presented in the revenue return column of
the Statement of Comprehensive Income, then no tax relief is transferred to
the capital return column.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance sheet liability
method. A deferred tax liability is recognised in full for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Investment trusts which have
approval as such under section 1158 of the Corporation Tax Act 2010 are not
liable for taxation on capital gains.
The carrying amount of deferred tax assets is reviewed at each
Statement of Financial Position date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all
or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the Statement of Comprehensive Income,
except when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
k) Financial Liabilities
Financial liabilities are recognised when the Company becomes a
party to the contractual agreements of the instrument. Trade and other
payables are initially recognised at their nominal value and subsequently
measured at amortised cost less settlement payments. Financial liabilities are
derecognised from the Statement of Financial Position only when the
obligations are extinguished either through discharge, cancellation or
expiration
l) Capital Reserve
The capital reserve distinguishes between gains/(losses) on sale or
disposals and valuation gains/(losses) on investments. The capital reserve
consists of realised gains/(losses) on investments, movement in valuation
gains/(losses) on investments and gains/(losses) relating to foreign exchange.
3. OPERATING SEGMENTS
The Board of Directors makes the strategic resource allocations on
behalf of the Company and is responsible for the Company's entire portfolio.
The Board is of the opinion that the Company is engaged in a single geographic
and economic segment business. The asset allocation decisions are based on a
single, integrated investment strategy, and the Company's performance is
evaluated on an overall basis.
The internal reporting provided to the Directors for the Company's
assets, liabilities and performance is prepared on a consistent basis with the
measurement and recognition principles of IFRS.
As required by IFRS 8, the total fair value of the financial
instruments held by the Company by each major geographical segment, and the
equivalent percentages of the total value of the Company, are reported in the
Schedule of Investments.
Revenue earned is reported separately on the face of the Statement
of Comprehensive Income as dividend income received from Japanese equities.
4. GAINSON INVESTMENTS HELD AT FAIR VALUE
2014 2013
$'000 $'000
Proceeds from sales of investments 82,180 125,808
Original cost of investments sold (63,432) (116,935)
Gains on investments sold during the year 18,748 8,873
Net valuation (loss)/gain for the year (20,299) 10,407
(Loss)/gains on investments held at fair
value (1,551) 19,280
5. INVESTMENT MANAGEMENT FEE
The Company pays to the Investment Manager a fee accrued weekly
and paid monthly in arrears at the annual rate of 1 per cent of the weekly Net
Asset Value of the Company. For the year ended 30th April 2014, total
investment management fees were $943,593 (2013 - $983,920) of which
$70,933(2013 - $85,149) is due and payable as at that date.
On 29th February 2012 the Company appointed Tiburon Partners LLP as
its Investment Adviser replacing Atlantis Investment Management Limited. Under
the terms of the Investment Management Agreement dated 27th February 2012, the
Investment Manager, AFMG Limited, will continue in office until a resignation
is tendered or the contract is terminated. In both circumstances, a
resignation or termination must be given with a notice period which must not
be less than three months, and be in accordance with the Investment Management
Agreement. Fees payable to the Investment Adviser are met by the Investment
Manager.
6. CUSTODIAN FEES
The Company pays to the Custodian a fee accrued weekly at a rate
of 0.03 per cent of the total weekly Net Asset Value of the assets held by the
Custodian or Sub-Custodian, together with transaction charges.
Redemption Pool Fees
The Custodian shall also be entitled to receive a fee from the
Company of 0.03 per cent per annum of the Net Asset Value of any redemption
pool together with transaction charges. (Please refer to Note 17 for details
of the redemption pool facility).
For the year ended 30th April 2014, total custodian fees were
$70,541(2013 - $76,679) of which $8,896 (2013- $10,673) is due and payable as
at that date.
7. ADMINISTRATION FEES
The Company pays to the Administrator a fee accrued weekly and
paid monthly in arrears at the annual rate of:
Fair Value Annual Rate
Up to USD50,000,000 0.18%
USD50,000,001 to USD100,000,000 0.135%
USD100,000,001 to USD200,000,000 0.0675%
Thereafter 0.02%
Redemption Pool Administration Fees
At each redemption date a charge in respect of the preparatory work
for the set-up and calculation of investment and redemption prices at £7,500
will be payable. (Please refer to Note 17 for details of the redemption pool
facility).
An additional fee will be payable on the fair value of the assets
of that redemption pool of:
Fair Value Annual Rate
Up to USD25,000,000 0.18%
USD25,000,001 to USD50,000,000 0.135%
Thereafter 0.0675%
For the year ended 30th April 2014, total administration and
registrar fees were $166,465 (2013 - $205,373) of which $13,632 (2013 -
$16,204) is due and payable as at that date.
8. DIRECTORS' FEES AND EXPENSES
Each of the Directors is entitled to receive a fee from the
Company, being £30,000 per annum for the Chairman, £27,500 per annum for the
Chairman of the audit committee and £25,000 per annum for each of the other
Directors. In addition, the Company reimburses all reasonably incurred
out-of-pocket expenses of the Directors. For the year ended 30th April 2014,
total directors' fees and expenses were $322,922 (2013 - $273,259) of which
$22,790(2013 -$31,737) is due and payable as at that date.
9. TAXATION
The Company is exempt from taxation in Guernsey under the
provisions of The Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and
has paid an annual exemption fee of £600, however the Company is subject to UK
tax being a UK tax resident to comply with the Section 1158 of the Corporation
Tax Act 2010.
The main rate of corporation tax in the UK is 23% for 2013 which
reduced to 21% on 1st April 2014. As the Company has augmented profits below
the lower limit, the applicable tax charge for the year is based on the "small
profits" rate of 20%.
2014 2013
$'000 $'000
Corporation tax at 20% (2013: 20%) - -
Irrecoverable overseas tax 267 171
Tax charge in respect of the current year 267 171
Current Taxation
The current taxation charge for the year is different from the
standard rate of corporation tax in the UK. The differences are explained
below.
2014 2013
$'000 $'000
(Loss)/profit before tax (1,006) 21,316
Capital loss/(profit) for the year 1,216 (21,161)
Revenue profit for the year 210 155
Theoretical tax at UK corporation tax rate of 20% (2013 - 20%) 42 31
Effects of:
Excess management expenses 11 3
Relief for overseas tax suffered (53) (34)
Overseas tax written off 267 171
Actual current tax charge 267 171
The Company is an investment trust and therefore is not taxable on
capital gains.
Adjustments to 2013 and factors that may affect future tax charges
An adjustment to the brought forward excess management expenses
from the year ended 30th April 2013 has been made to reduce those from
$34,198,048 to $25,006,106. An adjustment has also been made to the to the
brought forward excess management expenses from the year ended 30th April 2013
to reflect the allocation of tax relief between revenue and capital in respect
of those expenses which have been utilised. These adjustments arose from the
offset of management expenses in that year to cover taxable capital gains,
arising from the absence of Investment Trust Company status, as detailed in
the "Business Review and Tax Status" section of the Director's report of the
accounts.
As at 30th April 2014, the Company has excess management expenses
of $25,062,873 that are available to offset future taxable revenue. Whilst
this represents management's best estimate based on the adjusted carried
forward balance in the previous year of $25,006,106, the estimated value could
differ from actual amounts. However, the potential impact is not expected to
be significant.
A deferred tax asset has not been recognised in respect of these
amounts as they will be recoverable only to the extent that there is
sufficient future taxable revenue
10. EARNINGS/(DEFICIT) PER ORDINARY SHARE
The earnings per ordinary share figure is based on the net
(loss)/profit for the year of ($1,272,356) (2013- $21,144,758) and on
47,042,798being the weighted average number of shares in issue at 30th April
2014 (2013: 62,939,097).
The earnings/(deficit) per ordinary share figure can be further
analysed between revenue and capital, as below.
2014 2013
$'000 $'000
Net revenue loss (57) (16)
Net capital (loss)/profit (1,216) 21,161
Net total (loss)/profit (1,273) 21,145
Weighted average number of ordinary shares
in issue during the year 47,042,798 62,939,097
$ $
Revenue (loss)/gain per ordinary share (0.001) 0.000
Capital (loss)/profit per ordinary share (0.026) 0.336
Total (loss)/profit per ordinary share (0.027) 0.336
11. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2014 2013
$'000 $'000
Cost of investments brought forward 76,968 125,175
Cost of purchase of investments 70,725 68,728
Proceeds on disposal of investments (82,180) (125,808)
Gain on disposal of investments 18,748 8,873
Cost of investments carried forward 84,261 76,968
Cost of investments 84,261 76,968
Gain on valuation 10,173 30,472
Fair value of investments at year end 94,434 107,440
12. LOANS PAYABLE
Loan Interest Maturity 2014 2013
Amount Rate Date $'000 $'000
5 year committed fixed rate
credit facility
Â¥863,742,000 1.49% 10th May 2013 - 8,831
11th July
Â¥1,250,000,000 1.49% 2014 12,195 -
Loan due for repayment within one year 12,195 8,831
The credit facility is provided by Royal Bank of Scotland
International Limited.
13. FORWARD CURRENCY CONTRACTS
There were no open contracts at 30th April 2014or at 30th April
2013.
14. SHARE CAPITAL AND SHARE PREMIUM
The Company is authorised to issue an unlimited number of ordinary
shares of no par value.
The Company may also issue C shares being a convertible share in
the capital of the company of no par value. C shares shall not have the right
to attend or vote at any general meeting of the Company.The holders of C
shares of the relevant class shall be entitled, in that capacity to receive a
special dividend such amount as the directors may resolve to pay out of the
net assets attributable to the relevant C share class and from income received
and accrued attributable to the relevant C share class for the period up to
the conversion date payable on a date falling before, on or after the
conversion date as the Directors may determine. There are no C shares
currently in issue.
The rights which the ordinary shares convey upon the holders
thereof are as follows:
Voting Rights
(i) on a show of hands, every Member who is present shall have one
vote; andii) on a poll a Member present in person or by proxy shall be
entitled to one vote per ordinary shareheld.
Entitlement to Dividends
The Company may declare dividends in respect of the ordinary
shares.
Rights in a Winding-up
The holders of ordinary shares will be entitled to share in the Net
Asset Value of the Company as determined by the Liquidator.
b) Issued
Number of
Ordinary Shares Shares Share Capital Share Premium
$'000 $'000
In issue at 30th April 2014 43,894,158 - -
In issue at 30th April 2013 48,693,711 - -
Number of Number of
Reconciliation of number of shares Shares Shares
2014 2013
Shares of no par value
Issued shares at the start of the year 48,693,711 87,948,865
Re-issue of treasury shares - 75,000
Redemption of shares (4,743,553) (37,956,727)
Purchase of shares into Treasury (56,000) (1,373,427)
Number of shares at the end of the year 43,894,158 48,693,711
Shares held in Treasury
Opening balance 2,046,611 748,184
Shares bought in to Treasury during the year 56,000 1,373,427
Treasury shares cancelled - (75,000)
Number of shares at the end of the year 2,102,611 2,046,611
Shareholders are entitled to receive any dividends or other
distributions out of profits lawfully available for distribution and on
winding up they are entitled to the surplus assets remaining after payment of
all the creditors of the Company.
The shares redeemed in the current year were cancelled immediately.
15. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
In accordance with its investment objectives and policies, the
Company holds financial instruments which at any one time may comprise the
following:
* securities held in accordance with the investment objectives and
policies
* cash and short-term debtors and creditors arising directly from
operations
* borrowing used to finance investment activity
* derivative transactions including investment in warrants and
forward currency contracts
* options or futures for hedging purposes
The financial instruments held by the Company principally comprise
equities listed on the stock market in Japan.
The specific risks arising from the Company's exposure to these
instruments, and the InvestmentManager/Investment Adviser's policies for
managing these risks, which have been applied throughout the year, are
summarised below.
Capital Management
The Company's objectives when managing capital are to safeguard the
Company's ability to continue as a going concern in order to provide returns
for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
The Company may not borrow or otherwise use leverage exceeding 20%
of its net assets for investment purposes, to settle facilities for specific
investments such as bridge financing.In connection with the facility
agreement, the Company entered into an English law multi currency revolving
credit facility with RBS over its custody accounts held with Northern Trust
(Guernsey) Limited.
The Company does not have any externally imposed capital
requirements apart from the fact that it should notretain more than 15% of the
income, in order to comply with section 1158 of Corporation Tax Act 2010.The
Company has complied with this requirement.
The Company is a closed-ended investment company. The Company's
capital is represented by ordinary shares of no par and each share carries one
vote. They are entitled to dividends when declared.
In addition to the shares redeemed during the year via the new
redemption facility (refer to Note 17) 56,000 shares were repurchased in to
treasury during the year ended 30th April 2014 (2013: 1,373,427).
Market Price Risk
The Company's investment portfolio - particularly its equity
investments - is exposed to market price fluctuations which are monitored by
the InvestmentManager/Investment Adviser in pursuance of the investment
objectives and policies. Adherence to investment guidelines and to investment
and borrowing powers set out in the scheme particulars mitigates the risk of
excessive exposure to any particular type of security or issuer.
At 30th April 2014, the Company's market price risk is affected by
three main components: changes in market prices, currency exchange rates and
interest rate risk. Currency exchange rate movements and interest rate
movements, which are dealt with under the relevant headings below, primarily
affect the fair values of the Company's exposures to equity securities,
related derivatives and other instruments. Changes in market prices primarily
affect the fair value of the Company's exposures to equity securities, related
derivatives and other instruments.
Exceptional risks associated with investment in Japanese smaller
companies may include:
- greater price volatility, substantially less liquidity and
significantly smaller market capitalisation, and
- more substantial government intervention in the economy,
including restrictions on investing incompanies or in industries deemed
sensitive to relevant national interests.
Market price sensitivity analysis
If the price of each of the equity securities to which the Company
had exposure at 30th April 2014 had increased or decreased by 5% with all
other variables held constant, this would have increased or decreased profit
and net assets attributable to holders of ordinary shares of the Company by:
2014 2013
+/- +/-
Net Asset Value 4,721,685 5,371,983
Net Asset Value per share $0.11 0.11
Total comprehensive income $4,721,685 $5,371,983
Earnings per share $0.11 0.11
Foreign Currency Risk
The Company principally invests in securities denominated in
currencies other than US dollars, the functional currency of the Company.
Therefore, the Statement of Financial Position may be affected by movements in
the exchange rates of such currencies against the US dollar. The
InvestmentManager/Investment Adviser has the power to manage exposure to
currency movements by using forward currency contracts. No such instruments
were held at the date of these Financial Statements.
It is not the present intention of the Directors to hedge the
currency exposure of the Company, but the Directors reserve the right to do so
in the future if they consider this to be desirable.
The treatment of currency transactions other than in US dollars is
set out in Note 2(i) to the Financial Statements.
The Company has a GBP cash exposure of £16,184($27,207).
The Company's net Japanese yen exposure in US dollar terms is as
follows:
As at 30th April 2014: $'000
Assets
Cash and cash equivalents 577
Investments held at fair value 94,434
Other assets 2,208
Total assets 97,219
Liabilities
Loans payable (12,194)
Other liabilities (856)
Total liabilities (13,050)
Total net assets 84,169
As at 30th April 2013: $'000
Assets
Cash and cash equivalents 144
Investments held at fair value 107,440
Other assets 820
Total assets 108,404
Liabilities
Loans payable (8,831)
Other liabilities (20)
Total liabilities (8,851)
Total net assets 99,553
Foreign Currency Sensitivity Analysis
If the exchange rate at 30thApril2014, between the functional
currency and all other currencies had increased or decreased by a 5% currency
movement (2013: 5%) this should be a reasonably possible change for a period
of one year, or less if the next financial period will be less than one year
with all other variables held constant, this would have increased or reduced
profit and net assets attributable to holders of ordinary shares of the
Company by:
2014 2013
+/- +/-
Net Asset Value $4,209,747 $4,992,632
Net Asset Value per share $0.10 $0.10
Total comprehensive income $782,886 $1,529,281
Earnings per share $0.02 $0.03
No benchmark is used in the calculation of the above information.
Interest Rate Risk
Substantially all the Company's financial assets and its
liabilities are non-interest bearing except for the one outstanding loan
payable detailed in Note 12, and any excess cash and cash equivalents are
invested at short-term market interest rates.
As at 30thApril 2014, the Company has a small exposure to interest
rate risk regarding the loan facility and cash and cash equivalents.
Increases in interest rates may increase the costs of the Company's
borrowings. The rate of interest on each Royal Bank of Scotland International
Limited ("RBS") drawdown loan for each interest period is the percentage rate
per annum which is the aggregate of the applicable; (i) margin, (ii) LIBOR and
(iii) mandatory cost.Interest on the loan is payable on the last day of each
interest period. For the year ended 30thApril 2014 the interest accrued on the
loan was $10,060 (2013: $19,756).
The following financial assets and liabilities disclosures exclude
prepayments and taxation debtors and creditors:
Less than 1 month
1 month - 1 year Total
As at 30th April 2014: $'000 $'000 $'000
Financial assets
Cash and cash equivalents 695 - 695
Financial liabilities
Loans payable - (12,195) (12,195)
Net financial assets/(liabilities) 695 (12,195) (11,500)
Interest Rate Risk (continued)
Less than
1 month Total
As at 30th April 2013: $'000 $'000
Financial assets
Cash and cash equivalents 603 603
Financial liabilities
Loans payable (8,831) (8,831)
Net financial assets/(liabilities) (8,228) (8,228)
The cash flow interest rate risk comprises those financial assets
and liabilities with a floating interest rate, for example cash deposits at
local market rates.Cash and cash equivalentsearn interest at the prevailing
market interest rate. Although this portion of the Net Asset Value is not
subject to fair value risk as a result of possible fluctuations in the
prevailing market interest rates, the future cashflows of the Company could be
adversely or positively impacted by decreases or increases in those prevailing
market interest rates.
The fair value interest rate risk comprises those financial assets
and liabilities with a fixed interest rate, for example loans payable and loan
interest payable.
Weighted average Weighted average period for
interest rate which rate is fixed (years)
2014 2013 2014 2013
Japanese Yen
Loans payable 1.49% 1.49% 0.20 0.03
Fair Value
All financial assets and liabilities are carried at fair value with
the exception of cash and cash equivalents, which are carried at amortised
cost,and short term borrowings,which are carried at amortised cost using the
effective interest rate method.
Short term Debtors and Creditors
Trade and other receivables do not carry interest and are short
term in nature. They are stated at amortised cost as reduced by appropriate
allowances for irrecoverable amounts in the case of receivables.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter in
realising assets or otherwise raising funds to meet financial commitments.
As at 30thApril 2014,the Company haddrawn down a loan facility
(amended 11thApril 2014) of JPY1,250,000,000 ($12,194,527) (2013 - JPY
863,742,000/$8,830,815). In connection with the facility agreement, the
Company entered into a English law multi currency revolving credit facility
withRBS over its custody accounts held with Northern Trust (Guernsey) Limited.
The loan may be used for the following purposes:-
- the acquisition of investments in accordance with the investment
policy;
- its working capital requirements in the ordinary course of
business; and
- funding permitted redemptions which in each case will be repaid
other than by way of rollover loan within 30 days of the relevant drawing.
and must be repaid on the last day of its interest period.
The Company invests primarily in listed securities.
The Company's liquidity risk is managed by the Investment Manager
who monitors the cash positions on a regular basis.
The maturity analysis of the Company's financial liabilities
(excluding tax balances) at 30th April 2014is as follows:
Up to 1 year 1 to 5 Total
or on demand years
As at 30th April 2014: $'000 $'000 $'000
Financial liabilities
Loans payable (12,242) - (12,242)
Other financial liabilities (1,056) - (1,056)
Total financial liabilities (13,298) - (13,298)
Up to 1 year 1 to 5 Total
or on demand years
As at 30th April 2013: $'000 $'000 $'000
Financial liabilities
Loans payable (8,854) - (8,854)
Other financial liabilities (5,115) - (5,115)
Total financial liabilities (13,969) - (13,969)
Credit risk
Credit risk is the risk that an issuer or counterparty will be
unable or unwilling to meet a commitment that it has entered into with the
Company.
In accordance with the investment restrictions as described in its
placing Memorandum, the Company may not invest more than 10% of the Company's
gross assets in securities of any one company or issuer. However, this
restriction shall not apply to securities issued or guaranteed by a government
or government agency of the Japanese or US Governments. In adhering to these
investment restrictions, the Company mitigates the risk of any significant
concentration of credit risk arising on broker and dividend receivables.
As the Company invests primarily in publicly traded equity
securities the Company is not exposed to credit risk from these positions.
However, the Company will be exposed to a credit risk on parties with whom it
trades and will bear the risk of settlement default. The Company minimises
concentrations of credit risk by undertaking transactions with a large number
of regulated counterparties on recognised and reputable exchanges. All
transactions in listed securities are settled/paid for upon delivery using
approved brokers. The risk of default is considered minimal, as delivery of
securities sold is only made once the broker has received payment. Payment is
made on a purchase once the securities have been received by the broker. The
trade will fail if either party fails to meet its obligation. The Company is
exposed to credit risk on cash and investment balances held with the
Custodian. The Investment Manager regularly reviews concentrations of credit
risk.
All of the cash assets are held with the Northern Trust Company,
London Branch(NTC). Cash deposited with NTC is deposited as banker and is held
on its Balance Sheet. Accordingly, in accordance with usual banking practice,
NTC's liability to the Company in respect of such cash deposits shall be that
of debtor and the Company will rank as a general creditor of NTC. The
financial assets are held with the Custodian, Northern Trust (Guernsey)
Limited. These assets are held distinct and separately from the proprietary
assets of the Custodian. Securities are clearly recorded to ensure they are
held on behalf of the Company. Bankruptcy or insolvency of the Custodian and
or one of its agents or affiliates may cause the Company's rights with respect
to the securities held by the Custodian tobedelayedorlimited.
The Northern Trust Company, London Branch is a wholly owned
subsidiary of Northern Trust Corporation. As at 30thApril 2014 Northern Trust
Corporation had a long term rating from Standard & Poor's of A+. Risk is
managed by monitoring the credit quality and financial positions of the
Custodian the Company uses. Northern Trust acts as its own sub-custodian in
the U.S., the U.K., Ireland and Canada. In all other markets Northern Trust
appoints a local sub-custodian. Northern Trust continually reviews its
sub-custodian network to ensure clients have access to the most efficient,
creditworthy and cost-effective provider in each market.
The securities held by the Company are legally held with the
Custodian, which holds the securities in segregated accounts, and subject to
any security given by the Company to secure its overdraft facilities, the
Company's securities should be returned to the Company in the event of the
insolvency of the Custodian or its appointed agents, although it may take time
for the Company to prove its entitlement to the securities and for them to be
released by the liquidator of the insolvent institution. The Company will
however only rank as an unsecured creditor in relation to any cash deposited
or derivative positions with the Custodian, their related companies and their
appointed agents, and is therefore subject to the credit risk of the relevant
institution in this respect.
The assets exposed to credit risk at year end amounted to
USD695,450 (2013:USD602,840).
Fair Value Hierarchy
The fair value of financial assets and liabilities traded in active
markets (such as publicly traded derivatives and trading securities) are based
on quoted market prices at the close of trading on the Statement of Financial
Position date. The quoted market price used for financial assets held by the
Company is the current mid price; the appropriate quoted market price for
financial liabilities is the current asking price. If a significant movement
in fair value occurs subsequent to the close of trading on the year end date,
valuation techniques will be applied to determine the fair value.
A financial instrument is regarded as quoted in an active market if
quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service, or regulatory agency, and those
prices represent actual and regularly occurring market transactions on an
arm's length basis.
The fair value of financial assets and liabilities that are not
traded in an active market is determined by using valuation techniques.
For instruments for which there is no active market, the Company
may use internally developed models, which are usually based on valuation
methods and techniques generally recognised as standard within the industry.
Valuation models may be used primarily to value unlisted equity, debt
securities and other debt instruments for which markets were or have been
inactive during the financial year. Some of the inputs to these models may not
be market observable and are therefore estimated based on assumptions.
The following table sets out fair value measurements using the IFRS
7 fair value hierarchies:
At 30th April 2014
Financial assets at fair value through profit or loss
Total Level 1 Level 2 Level 3
$'000 $'000 $'000 $'000
Equity Investments 94,434 94,434 - -
94,434 94,434 - -
At 30th April 2013
Financial assets at fair value through profit or loss
Total Level 1 Level 2 Level 3
$'000 $'000 $'000 $'000
Equity Investments 107,440 107,440 - -
107,440 107,440 - -
Categorisation within the hierarchy has been determined on the
basis of the lowest level input that is significant to the fair value
measurement of the relevant asset as follows:
Level 1 - valued using quoted prices in active markets for
identical assets or liabilities.
Level 2 - valued by reference to valuation techniques using
observable inputs other than quoted prices included within level 1.
Level 3 - valued by reference to valuation techniques using inputs
that are not based on observable market data.
16. RECONCILIATION OF NET ASSET VALUE TO PUBLISHED NET ASSET VALUE
30th April 2014 Per Share
$'000 $
Published Net Asset Value 84,086 1.92
Loss on revaluation of securities at bid prices - -
84,086 1.92
30th April 2013 Per Share
$'000 $
Published Net Asset Value 95,117 1.95
Loss on revaluation of securities at bid prices (199) -
94,918 1.95
In the prior year and in accordance with IFRS the Company's
investments were valued at bid prices. IFRS 13 became effective for annual
periods beginning after 1st January 2013 which permits mid-market pricing. The
change from bid prices tomid-market pricing did not result in a significant
difference in valuation of the Company's investments.
17. REDEMPTION FACILITY
Until 12th March 2013 shareholders had the opportunity to make redemptions of
part or all of their shareholding on a four-monthly basis with the Board's
discretion in declining any redemption requests. At the Extraordinary General
Meeting on the same date the terms were amended to operate the redemption
facility at six-monthly intervals. The following redemptions were made during
the year:-
Redemption date Shares redeemed USD'000
2014 2014
29/09/2013 2,433,335 (4,667)
30/03/2014 2,310,218 (4,789)
4,743,553 (9,456)
Redemption date Shares redeemed USD'000
2013 2013
29/06/2012 16,536,591 (23,048)
31/10/2012 18,857,310 (26,255)
30/04/2013 2,562,826 (4,880)
37,956,727 (54,183)
As at the year ended 30th April 2014, a total of USD 9,456,531 was paid to
redeeming shareholders. The balance of USD Nil is due and payable as at that
date.
18. DIVIDENDS
All amounts held in the Company's revenue reserve are distributable
to shareholders by way of dividends.
There were no dividends declared by the board of directors during
the year ended 30th April 2014.
19. ONGOING CHARGES
The ongoing charges using the AIC recommended methodology was
1.98%as at 30th April 2014 (20132.16%).
20. PRIOR PERIOD ADJUSTMENT
The Company was not granted investment trust status for the year
ended 30th April 2013. The accounts for the year ended 30th April 2013 had
previously been prepared on the assumption that investment trust status would
be granted. In order to adjust for this error in the assumed basis of
taxation, the figures for the year ended 30th April 2013 have been restated.
These restatements had no overall impact on the profit for the year, nor on
the net assets of the Company and are further explained in Note 9 to the
accounts.
21. EVENTS DURING THE YEAR
There were no significant events during the year ended 30th April
2014 which require adjustment to or additional disclosure in the financial
statements.
22. SUBSEQUENT EVENTS
On 1stAugust 2014, the Company appointed Northern Trust (Guernsey)
Limited as Depositary (the"Depositary"). The Depositary Agreement will replace
the existing custody agreement betweenthe Company and its Custodian, Northern
Trust (Guernsey) Limited. On 1stAugust2014, AFMG Limitedresigned as Investment
Manager and the Company appointed Tiburon Partners LLP as its Investment
Manager (the "Manager")..
From 1stAugust2014, depositary fees are payable to the depositary,
monthly in arrears, at a rateof 0.035% of the Gross Asset Value of the Company
up to $50 million, 0.025% on Gross Assetsbetween $50 million and $100 million
and 0.015% on Gross Assets in excess of $100 million asat the last business
day of the month. The Depositary is also entitled to globalcustody fee of
0.03% per annum of the Net Asset Value of the Company, subject to a minimum
fee of $20,000, and transaction fees as per the Depositary Agreement.
From 1stAugust 2014, management fees are accruable daily and
payable monthly in arrears to the Manager, at a rate of 1%of the weekly
adjusted Net Asset Value of the Company.
There were no other significant events subsequent to the year ended
30th April 2014 which require adjustment to or additional disclosure inthe
financial statements.
23. ULTIMATE CONTROLLING PARTY
There is no one entity with ultimate control over the Company.
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