Annual Financial Report

RNS Number : 5124K

Atlantis Japan Growth Fund Ld

30 July 2013

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 2013

30 July 2013

The financial information set out below does not constitute the Company's statutory accounts for the year ended 30 April 2013. All figures are based on the audited financial statements for the year ended 30 April 2013.

The financial information for the year ended 30 April 2013 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 announcement is prepared on the same basis as will be set out in the audited financial statements for the year ended 30 April 2013.

The annual report and audited financial statements for the year ended 30 April 2013 will 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, Mother 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.

Under UK taxation rules for investment trusts, the maximum amount which may be invested in any one company is 15 per cent of the Company's investments. However, such concentration is unlikely to occur and in practice it would be unusual for more than 10 per cent to be invested in one company.

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 request 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).

MANAGER AND INVESTMENT ADVISER

AFMG Limited has been appointed as Investment Manager of the Company.

Tiburon Partners LLP has been appointed by the Investment Manager as its Investment Adviser. Atlantis Investment Research Corporation, established in Tokyo, will, through Edwin Merner and his colleagues in that office, advise the Investment Adviser 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 2013

PERFORMANCE

Having made no gains during the first half, the Tokyo stock market went on to finish the year to 30th April 2013 at a substantially higher level. The Company's net asset value per share increased by 31.76% during the year compared with an increase in the Topix TR Index of 21.37% (figures in US dollars).

Net Asset Value Total Return (US$)	Since Inception	1 Year	3 Year	5 Year	10 Year
Atlantis Japan Growth Fund	+96.67%	+31.76%	+47.92%	+23.12%	+130.60%
Benchmark Return (US$)
Topix TR	-5.90%	+21.37%	+21.92%	+1.39%	+110.06%

Year to 30 April	At Inception	2004	2005	2006	2007	2008	2009	2010	2011	2012	2013
Total Net Assets (US$m)	198	401	429	610	467	324	185	270	211#	130#	100#
NAV per Share (US$)	0.99	1.96	2.10	2.98	2.28	1.58	0.90	1.31	1.35	1.48	1.95

Source: Tiburon Partners and Bloomberg. As of 30th April 2013.

# Total Net Assets after redemptions during year see "Redemption Facility".

In December 2010 the Company's quote on the London Stock Exchange was changed from US dollars to pounds sterling. The underlying Fund is still denominated in US dollars.

MARKET BACKGROUND

After a lacklustre start to the financial year, sentiment in the Japanese stock market started to improve with the prospect of radical economic reforms drawing closer, first with the election of Shinzo Abe as President of the Liberal Democratic Party and then with the LDP's victory in the general election for the lower house in December 2012.

Prime Minister Abe's economic reforms, so called "Abenomics", include inflation targeting at an annual rate of 2%, pursuit of a weaker Yen, radical quantitative easing and expansion of public spending. The expectation that these policies would have a positive impact in terms of rising industrial production, improving exports, stronger consumer spending, lower unemployment, improved housing starts and eventually better GDP growth resulted in the strongest performance for the Japanese stockmarket since 2005.

The Fund on a total return basis ended the financial year up 31.76% compared with a gain of 21.37% for the Topix, note all figures calculated in US dollars. The period ended with NAV per share standing at $1.95.

GEARING

At the start of the financial year, net gearing stood at 12.9%. In January 2013, the existing facility agreement with The Royal Bank of Scotland Limited was amended pursuant to an Amendment and Restatement Deed whereby the minimum NAV covenant was reduced to US$40m (¥3.9bn) and the commitment amount was reduced from ¥2bn to the then outstanding amount of ¥863.7m. The latter change was made with a view to avoiding the requirement to pay commitment fees on undrawn amounts. On 30th April 2013, net gearing stood at 8.3%.

REDEMPTION FACILITY

During the year the Redemption Facility was operated in accordance with the four-monthly cycle outlined in the circular to shareholders dated 30th November 2010 at the redemption points occurring in June 2012 and October 2012. Approximately 18.92% of the Company's shares were tendered at the June 2012 redemption point and 26.69% in October 2012.

After consulting with major shareholders and with a view to protecting the interests of all shareholders by minimising the effects of the reducing size of the assets of the Company, on 8th February 2013, the Board announced its intention (a) to postpone the February 2013 redemption point and (b) to put forward proposals to shareholders to amend the terms of the Redemption Facility. An EGM of the Company was convened for 12th March 2013 at which resolutions were passed:

1. to operate the Redemption Facility at six-monthly intervals on 31st March and 30th September (or, if not a business day, the previous business day) of each year, instead of the existing four-monthly intervals with the first redemption point under the new arrangements being on 30th April 2013. shareholders were to be eligible to participate provided they had held their shares continuously since 31st October 2012; and

2. to limit total redemptions at each redemption point to 5 per cent of the issued share capital at that time. At each redemption point, each shareholder would be entitled to request the redemption of 5 per cent 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 would be entitled to request the redemption of shares in excess of their Basic Entitlement to the extent that other shareholders redeemed less than their Basic Entitlement or did not seek to redeem their shares at the relevant redemption point. Any such excess redemption requests would be satisfied pro rata in proportion to the amount in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares).

Save for the amendments described above, it was resolved that the Redemption Facility would be operated on the terms outlined in the circular to shareholders dated 30th November 2010 and as set out in the Articles, subject always to the Board's absolute discretion to accept or decline redemption requests and to determine the procedures for the redemption of the Shares.

At the EGM of the Company on 12th March 2013 it was further resolved to approve a proposal put forward by the Board to introduce a discount control mechanism whereby the Company would hold a continuation vote if the Shares had traded, on average, at a discount of more than 10 per cent to the Net Asset Value per Share during any rolling 90 days 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.

Approximately 10.21% of the Company's shares were validly tendered at the April 2013 redemption point, scaled back to 5% in accordance with the terms described above.

An analysis of the realisations during the year (and subsequent to year end) showed that the market impact (defined as the prices achieved versus the move in the Topix index from the redemption point to the date of each individual sale) was as follows: June 2012 -0.66%, October 2012 +1.18% and April 2013 +2.26%.

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 11 occasions during the year at an average discount of 6.21%. The Shares bought back, representing 2.82% of current issued Shares, are held in treasury. Since the year end the Company has not bought back any further Shares.

PROSPECTS

As the Investment Manager comments in his report which follows, Japanese equities look good value in terms of predicted PER, book value, dividend yield versus bond yields and PEG ratio. This of course also implicitly assumes a continuing recovery in the Japanese economy, which started following the election of Prime Minister Abe last Autumn. This recovery was in part stimulated by the reform measures that Mr Abe rolled out shortly after assuming his post including particularly policies designed to reduce the value of the Yen. If this recovery continues, which seems very plausible, there is every prospect that Atlantis Japan Growth will continue to perform well over the next two or three years.

I wish to particularly thank my fellow Directors for the time and effort they have brought to your Company's affairs over the last year and the Manager for excellent performance.

CHAIRMANSHIP

I have been Chairman now for 10 years and have concluded that it is time that I made way for an appropriate successor. My colleagues have decided that my successor should be Noel Lamb, who joined the Board on 1st February 2011, and he has indicated that he will be able to take over from me from the start of the next accounting year, 1st May 2014. It follows that this year's AGM will be my last. I have enjoyed the opportunity those 10 years have provided of getting to know one of Japan's best Equity Fund Managers i.e. Ed Merner and his colleagues in Tokyo, most notably Taeko Setaishi, who has worked with Ed for over 17 years and is the co-manager of the Company's portfolio. I have enjoyed getting to know and working with my hugely talented colleagues on the Board. I am sure the Company will continue to prosper under my successor.

Timothy Guinness

26th July 2013

Investment Manager's Report

For the year ended 30th April 2013

PERFORMANCE

During the first few months of the fiscal year ended 30th April 2013 the market drifted lower in relatively low trading volume due to the uncertainty over the outlook for the Japanese economy, the strong yen, political uncertainty with internal fighting within the ruling party, and general loss of confidence among the public and business. A weakening world economy and the ongoing financial crisis in Europe made matters even worse.

However from autumn the mood began to improve, the leading opposition party came up with a plan to make changes and very slowly the market moved higher. Mr. Shinzo Abe was first elected President of the Liberal Democratic Party and then after the party's victory in the December's general election for the Lower House was elected Prime Minister and immediately began to implement his plan which included a weaker yen, a special supplementary budget to stimulate the economy, and the appointment of Mr. Kuroda to become the Governor of the Bank of Japan.

The public, business, and overseas investors were impressed by what Prime Minister Abe was trying to do and the market has moved steadily higher ending April at the highest level in several years.

The Fund on a total return basis ended the fiscal year up 31.76% compared with a gain of 21.37% for the Topix TR, note all figures calculated in US dollars. The period ended with NAV per share standing at $1.95 (£1.23).

Borrowings ended the fiscal year at ¥864 million $8.831 million. Cash stood at around ¥59 million which meant the Fund on a net basis was 8.3% leveraged.

The yen, stronger earlier in the fiscal year, ended the year at 97.81 to the US dollar compared to 80.15 a year earlier, a drop of 18%. It should be noted that the Fund has no foreign exchange hedges of any kind. A weaker yen has a negative impact on the US dollar value of the Fund and vice versa.

ECONOMIC AND MARKET COMMENT

Markets usually are a good indicator of where investors think the economy is heading over the coming 6-12 months or longer. Although fundamentals still remain poor, there are indications that government action is beginning to have some impact and that the economy will soon be characterised by rising industrial production, improving exports, stronger consumer spending, lower unemployment, continuing robust housing starts and eventually better GDP growth.

It is assumed that the government will stay the course in terms of both quantitative and qualitative easing over the next few years. Our scenario assumes that the yen will move sideways to only slightly lower during the current calendar year which would be a positive for the economy.

The market is also assuming that the ruling Liberal Democratic will win control of the Upper House in the July election and that Prime Minister Abe's high popularity will continue and enable the government to move ahead with a series of reform measures aimed at keeping the economy on a long term growth trend.

Possible challenges include a financial crisis in Europe, a serious recession in China, a weaker than expected US economy, a geo-political event, or some type of pandemic or serious crash in major world stock markets.

Based on the expected recovery in the Japanese economy, positive GDP growth, and higher corporate earnings, Japanese stocks look good value in terms of projected PER, book value, dividend yield versus bond yields, and PEG ratio.

Easy money and low interest rates should help boost market confidence and encourage local investors to increase their holdings of Japanese equities. We expect overseas investors, now the main buyers, to remain on the buy side which along with net buying by local investment trusts and corporations and local individuals should result in favorable stock demand/supply.

Japanese investors, both corporations and individuals, are for the most part not highly leveraged and will hopefully increase their exposure to equities as investor confidence improves.

STRATEGY

Given the above we plan to remain fully invested and aim to leverage the portfolio by around 10%. We will continue to invest in equities, we have no exposure to bonds, convertible bonds, or derivatives. Our cash position will be kept to a minimum.

As in the past, the Manager will concentrate on finding, buying, and holding companies that look cheap in terms of potential earnings growth and basic value including PBR, dividend yield, balance sheet, and will also pay attention to the quality of management, corporate governance, dividend payout, etc. We also plan to increase the Fund's exposure to cyclical growth companies and hold more recovery situations.

We plan to remain overweight in real estate, electronics/technology, machinery, auto parts, retail, financials, land transportation, services, and health care. This is where we are now finding the best value and growth. We plan to have limited or no exposure to the smoke stack industries including iron and steel, non-ferrous metals, and other areas such as shipping, utilities, fishing, airlines, mining, etc.

We will continue to look at all kinds of companies in a wide range of businesses and will look at very small to very big companies. Since we are continuing to find the best value and growth in medium and smaller stocks we will look to remain overweight in medium sized and smaller companies. As a way of spreading risk we will on average invest only 2-3% in stocks we really like and thereby will be able to buy some micro cap companies that most funds would avoid due to their small size and poor liquidity.

As in the past we will maintain a busy company visiting program as a means of finding new companies, at least new to us, and we will also try to keep an open mind to new ideas and new kinds of businesses. We will also continue to place stress on long term capital appreciation and benefit from the fine research done by the members of our team in Tokyo including the assistant fund advisor.

AFMG Limited

May 2013

BOARD OF DIRECTORS

TIMOTHY GUINNESS (Chairman, aged 66, appointed to the Board on 26th September 2002), 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 .

ERIC BOYLE FCSI (aged 59, 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.

NOEL LAMB (aged 56 was appointed to the board on 1st February 2011) and is a Barrister-at-law. He joined Lazard Brothers & Co Limited in 1987 and from 1992 to 1997 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 as their Director Portfolio Manager, London. He established the investment management capability of Russell London increasing their assets significantly over a 5 year period. In 2002, Noel was promoted to CIO, North America, a role he held until 2008.

ANDREW MARTIN SMITH (aged 61, 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 has over 30 years experience in the financial services industry. 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 North Investment Partners and M & G High Income and TR European Growth Investment Trusts.

TAKESHI MURAKAMI (aged 69, appointed to the Board on 29th November 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 then joined Schroder Securities in London in 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.

Details of Ten Largest Investments

The ten largest investments comprise a fair value of $34,621,618 (2012: $50,641,118) representing 34.7% of Net Asset Value (2012: 39.1%) with details as below:

Toyota Tsusho (170,000 shares, cost $1,706,097)

Toyota Tsusho, 21.5% owned by Toyota Motors, is a medium/large scale trader involved in selling steel, autos and auto parts, chemicals, and non-ferrous metals. Overseas sales account for almost 60% of total turnover.

(Fair value of $4,710,152 representing 5.0% of the Net Asset Value (2012:4.1 %)

Sumitomo Mitsui Financial Group (83,300 shares, cost $2,205,212)

Sumitomo Mitsui is one of Japan's leading city banks. After suffering from the after effects of the bubble period for the subsequent 20 years, the company is now growing again and is focusing on retail banking including home mortgages, expansion into Asia, domestic corporate loans, and the brokerage business. The shares are selling at only a small premium to book value, have an above average yield, and also look cheap in terms of PBR and long term projected PER. The investment manager is looking for above average earnings growth in the medium to longer term.

(Fair value of $3,917,595 representing 4.1% of the Net Asset Value (2012:3.5%)

Toyota Motor (66,000 shares, cost $2,088,800)

Toyota is Japan's leading auto manufacturer and has a worldwide sales and production network. Toyota was impacted by parts shortages after the earthquake but is now recovering and we look for above average sales and earnings growth over the medium to longer term.

(Fair value of $3,805,746 representing 4.0% of the Net Asset Value (2012:4.4%)

Mitsui Fudosan (111,000 shares, cost $1,679,300)

Mitsui Fudosan is one of Japan's leading real estate companies. It owns office buildings, commercial buildings and is involved in developing and selling apartments and detached houses. It also manages properties. Mitsui is now benefiting from low interest rates and the recovery in the housing market. The investment manager is looking for good earnings growth over the next several years.

(Fair value of $3,750,690 representing 4.0% of the Net Asset Value (2012:0.8%)

Daikin Industries (90,000 shares, cost $1,960,275)

Daikin produces air conditioners for both home and office use and has been steadily increasing overseas sales, especially in Asia and North America. The company has been involved in major acquisitions overseas and will in our opinion be able to maintain a high level of sales and earnings growth in coming years. This is due in part to fast growing overseas subsidiaries which operate in some of the world's fastest growing economies.

(Fair value of $3,597,792 representing 3.8% of the Net Asset Value (2012:1.9%)

Sekisui House (226,000 shares, cost $1,839,693)

Sekisui is one of Japan's leading prefab housing companies and also develops and sells condominiums and has overseas operations in Asia and the US. The company is now benefiting from strong housing demand in Japan and low interest rates. The investment manager projects good earnings growth for the coming few years.

(Fair value of $3,375,790 representing 3.6% of the Net Asset Value (2012:2.5%)

Bit-Isle (210,000 shares, cost $1,996,437)

The company operates computer storage centers which are leased to companies involved in cloud computing. Demand is strong and the company is expanding its storage capacity. The investment manager projects continuing high growth.

(Fair value of $2,986,504 representing 3.2% of the Net Asset Value (2012:3.3%)

Saint Marc Holdings (60,800 shares, cost $2,011,408)

The company has a nationwide chain of restaurants, mostly directly run, offering different types of food at reasonable prices. The company also operates a chain of coffee shops and is quickly opening new units and we project steady sales and earnings growth over the coming few years.

(Fair value of $2,968,204 representing 3.1% of the Net Asset Value (2012:0.0%)

Nihon M&A Center Inc (53,600 shares, cost $1,114,657)

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. 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 $2,811,246 representing 3.0% of the Net Asset Value (2012:2.0%)

Anritsu (180,000 shares, cost $1,865,080)

The company produces a wide range of testing equipment which is used by the major communications companies including the mobile phone companies such as Docomo, KDDI, and Softbank as well as overseas communications companies, especially in Asia. There are three major world players in this business including Anritsu which has been increasing its market share. The investment manager projects strong demand for the company's products in coming years.

(Fair value of $2,670,279 representing 2.8% of the Net Asset Value (2012:0.0%)

Schedule of Investments

		Fair Value	Percentage
Holdings	Financial assets at fair value through profit or loss	USD 000s	of NAV

	Aerospace/Defence: 0.00% (2012: 0.71%)	-	-

	Auto Manufacturers: 4.01% (2012: 4.40%)
66,000	Toyota Motor	3,806	4.01

	Auto Parts & Equipment: 2.37% (2012: 4.77%)
58,400	Imasen Electric Industrial	675	0.71
72,100	Muro	658	0.69
50,000	Sumitomo Rubber Industries	917	0.97

	Banks: 6.27% (2012: 4.68%)
83,300	Sumitomo Mitsui Financial Group	3,918	4.13
407,000	Sumitomo Mitsui Trust Holdings	2,031	2.14

	Building Materials: 3.80% (2012: 1.91%)
90,000	Daikin Industries	3,598	3.80

	Chemicals: 2.10% (2012: 10.15%)
100,000	DIC	223	0.23
73,300	MEC	476	0.50
100,000	MORESCO	1,290	1.36

	Commercial Services: 10.13% (2012: 4.96%)
25,000	GMO Payment Gateway	561	0.59
209,600	Hito Communications	2,278	2.40
53,600	Nihon M&A Center Inc	2,811	2.96
25,000	Nomura	179	0.19
400	Paraca	798	0.84
460,000	Pasco	1,999	2.11
36,400	Success	986	1.04

	Computers: 2.26% (2012: 4.35%)
51,600	Information Services International-Dentsu	607	0.64
42,400	TDK	1,541	1.62

	Cosmetics/Personal Care: 1.31% (2012: 1.39%)
19,400	Unicharm	1,248	1.31

	Distribution/Wholesale: 5.33% (2012: 4.11%)
35,000	Ai	348	0.37
170,000	Toyota Tsusho	4,710	4.96

	Diversified Financial Services: 7.44% (2012: 2.77%)
40,000	Fuyo General Lease	1,812	1.91
20,000	Hitachi Capital	495	0.52
135,500	Kyokuto Securities	2,524	2.66
275,000	Nomura Securities	2,230	2.35

	Electronics: 8.26% (2012: 4.52%)
108,000	Advantest	1,608	1.69
180,000	Anritsu	2,670	2.81
112,000	Fujitsu General	1,089	1.15
20,000	Hamamatsu Photonics	817	0.86
100,000	Kyowa Electronics Instruments	322	0.34
135,000	Nihon Dempa Kogyo	1,332	1.40

	Engineering & Construction: 0.21% (2012: 0.55%)
50,300	Nittoc Construction	198	0.21

	Food: 0.00% (2012: 2.51%)	-	-

	Hand/Machine Tools: 0.31% (2012: 0.93%)
53,300	Takamatsu Machinery	295	0.31

	Healthcare-Products: 0.00% (2012: 2.01%)	-	-

	Home Builders: 3.56% (2012: 2.53%)
226,000	Sekisui House	3,376	3.56

	Home Furnishings: 2.16% (2012: 2.49%)
150,900	Foster Electric	2,047	2.16

	Insurance: 3.09% (2012: 1.61%)
202,000	Anicom	2,532	2.67
50,000	Lifenet Insurance Company	402	0.42

	Internet: 6.99% (2012: 8.92%)
210,000	Bit-Isle	2,986	3.15
175,000	Matsui Securities	2,192	2.31
2,933	Yahoo Japan	1,459	1.54

	Machinery-Construction & Mining: 1.56% (2012: 0.00%)
51,700	Modec	1,479	1.56

	Machinery-Diversified: 4.22% (2012: 0.99%)
125,000	Aida Engineering	1,029	1.08
75,000	Fuji Machine Manufacturing	633	0.67
79,200	Nissei ASB Machine	1,178	1.24
350,000	Pegasus Sewing Machine Manufacturing	1,170	1.23

	Media: 0.82% (2012: 0.00%)
85,000	Asahi Broadcasting	779	0.82

	Metal Fabricate/Hardware: 0.58% (2012: 0.85%)
125,000	Nachi-Fujikoshi	552	0.58

	Miscellaneous Manufacturing: 1.13% (2012: 0.56%)
85,000	Kuriyama	1,069	1.13

	Packaging & Containers: 0.59% (2012: 1.50%)
20,000	Fuji Seal International	561	0.59

	Pharmaceuticals: 2.81% (2012: 1.14%)
130,500	Fuji Pharma	2,670	2.81

	Real Estate: 10.34% (2012: 2.49%)
4,400	Daito Trust Construction	418	0.44
176,000	Japan Property Management Center	2,082	2.19
70,000	Keihanshin Building	545	0.57
111,000	Mitsui Fudosan	3,751	3.95
94,600	NAC	1,668	1.76
93,800	Nisshin Fudosan	869	0.92
52,000	Wadakohsan	486	0.51

	REITS: 3.59% (2012: 4.17%)
100	Fukuoka	838	0.88
86	Industrial & Infrastructure Fund Investment	909	0.96
110	Japan Logistics Fund	1,185	1.24
50	Mori Trust Sogo	484	0.51

	Retail: 8.09% (2012: 9.29%)
174	Amiyaki Tei	533	0.56
80,000	Arcs	1,579	1.66
50,000	Himaraya	600	0.63
100	HUB	409	0.44
60,800	Saint Marc Holdings	2,968	3.13
25,100	United Arrows	970	1.02
50,000	VT Holdings	613	0.65

	Semiconductors: 0.74% (2012: 0.00%)
81,600	Samco	705	0.74

	Software: 0.00% (2012: 1.10%)	-	-

	Telecommunications: 1.76% (2012: 2.76%)
28,300	WirelessGate	1,667	1.76

	Textiles: 1.39% (2012: 1.71%)
189,000	Toray Industries	1,320	1.39

	Transportation: 5.97% (2012: 13.03%)
95,000	AIT	1,280	1.35
50,000	Hamakyorex	1,764	1.85
50,000	Sakai Moving Service	1,199	1.26
50,000	Trancom	1,434	1.51

	Total Japan (2012: 111.86%)	107,440	113.19

	Total Equities (2012: 111.86%)	107,440	113.19

	Total Investments	107,440	113.19

	Cash	603	0.64

	Other Net Liabilities	(13,125)	(13.83)


	Net Assets Attributable to Holders of Redeemable
	Participating Shares at fair value	94,918	100.00

Directors' Report

The Directors are pleased to present their seventeenth Report and the Audited Financial Statements of the Company for the year ended 30th April 2013.

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:

- this Annual 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 profit of the Company; and

- this Annual 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.

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 Conduct Authority.

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 Company is a Guernsey based closed-ended investment company, whose Ordinary Shares are listed on the London Stock Exchange. In the opinion of the Directors, the Company has conducted its affairs so as to be able to seek approved investment trust status from HM Revenue and Customs under section 1158 of Corporation Tax Act 2010 for the accounting year ended 30th April 2013.

Pursuant to arrangements between the Association of Investment Companies and HM Revenue and Customs, who have agreed that written approval of investment trust status can be granted within the Corporation Tax Self Assessment Regime, written approval for all accounting periods to 30th April 2012 has been received.

REDEMPTION FACILITY

The purpose of this facility is to permit shareholders to request the redemption of part or all of their shareholding. 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 was 30th 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 is intended 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 12th March 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 percent of the issued share capital at the time. At each redemption point, each shareholder is entitled to request the redemption of 5 percent of its 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 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 the income it derives from shares and securities. In general, UK companies are excluded from this condition if they have a negative balance on their revenue reserve, as the Companies Act in the UK does not allow distributions in those circumstances. The relevant laws in Guernsey however, do not prevent such distributions and in order to meet the retention test, on 2nd August 2012, the Board declared an interim dividend amounting to $0.025 cents per share. The dividend was paid on 31st August 2012 to all shareholders on the register on 10th August 2012.

CAPITAL VALUES

At 30th April 2013 the value of net assets available to shareholders was $94,917,916 (2012 - $129,830,251) (net of redemption liability) and the Net Asset Value per share was $1.95 (2012 - $1.48).

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.

DIRECTORS' INTERESTS

The Directors served throughout the year under review.

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 2013 and 30th April 2012 are as follows:

	Ordinary Shares	Ordinary Shares
	2013	2012
T. Guinness	100,000	100,000
A. Martin Smith	25,000	25,000
N. Lamb	10,000	10,000

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.

SIGNIFICANT SHAREHOLDINGS

In accordance with the Company's Articles of Incorporation 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	%	Ordinary Shares
LIM Advisors	18.25	8,884,920
South Yorkshire Pension Authority	11.57	5,635,500
1607 Capital Partners	10.24	4,984,937
Ecclesiastical Investment Management	7.28	3,544,051
SIX SIS	5.83	2,838,530
Reliance Mutual	5.17	2,517,500

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 minimised 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 percent 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 end 30th April 2013, 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 advisors 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 service providers. 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

There were no changes to the board during the year.

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 2 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.

Alternative Investment Fund Managers Directive

On 1st July 2011, the European Commission published the Alternative Investment Fund Managers Directive (the ''AIFM Directive'') to assist regulators in detecting systematic risk and to regulate non-UCITS managers, thereby regulating managers of private equity, hedge and other funds. The deadline for transposition into the national law of each EU member state of the AIFM Directive was 22nd July 2013. The AIFM Directive is expected to have minimal impact as the Company and the fund manager are established in Guernsey (which is not part of the EU). The full implications of the AIFM Directive will only become clearer once such legislation is adopted which may materially increase compliance, regulatory, operational and administrative costs of the Company and its investments. The Company will continue to monitor its progress and likely implications.

Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act ("FATCA") was enacted into law on 18th March 2010 as part of the Hiring Incentives to Restore Employment Act and is currently due to become effective on 1st July 2014. The legislation is aimed at determining the ownership of assets of US taxpayers held in foreign accounts and improving US tax compliance with respect to those assets. The States of Guernsey are currently in the process of negotiating an intergovernmental agreement ("IGA") with US Treasury which will set out how the requirements of FATCA will be implemented and applied locally which is due to be completed by the end of September 2013. As a result, the specific impact this legislation will have on the Company remains unknown until the IGA is formally adopted. The Board will continue to monitor the progress of this legislation and the impact it may have on the Company to ensure the Company complies with FATCA's requirements once they become known.

Timothy Guinness

Chairman

Andrew Martin Smith

Director

26th July 2013

Directors' Remuneration Report

The Board has prepared 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 members at 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 the level of Directors' fees.

POLICY ON DIRECTORS' FEES

The Board's policy is that the remuneration of non-executive Directors should reflect the experience of the Board as a whole and be fair and comparable to that of other investment trusts that are similar in size, 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 in the Company's Articles of Incorporation. 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 Incorporation 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 (US$) and the Tokyo Second Market (US$) have been selected for this purpose. The graphs below show the fund price and total return over five years and from inception (assuming all dividends are reinvested) to Ordinary shareholders against the Topix TR (US$) and the Tokyo Second Market TR (US$ ) on a total return basis until 30th April 2013.

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-13	30-Apr-12
Regular fees	GBP	GBP
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

	132,500	132,500

APPROVAL

A resolution for the approval of the Directors' Remuneration Report for the year ended 30th April 2013 will be proposed at the Annual General Meeting.

By order of the Board

Timothy Guinness

Chairman

Andrew Martin Smith

Director

26th July 2013

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 ("AIC Code") by reference to the AIC Corporate Governance Guide for investment Companies ("AIC Guide"). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company.

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.

On 30th September 2011 the Guernsey Financial Services Commission ("GFSC") issued a new Code of Corporate Governance (the "GFSC Code") which came into effect on 1st January 2012. The GFSC Code replaced the GFSC Guidance on Corporate Governance in the Finance Sector ("GFSC Guide"). 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

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 BOARD

Disclosures under Principle 5 of the AIC Code

The Board is comprised of five independent non-executive directors including the Chairman, Timothy Guinness. 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 5 board meetings (2011-2012: 7) and 2 audit committee meetings (2011-2012: 2) held during the accounting year 1st May 2012 to 30th April 2013. 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 5 2

Andrew Martin Smith 5 2

Takeshi Murakami 5 n/a

Noel Lamb 4 2

In addition to the meetings held above there were also 5 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 Incorporation 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 Board may also use external agencies as and when the requirement to recruit an additional Board member becomes necessary.

Having served on the board for more than ten years Mr Timothy Guinness, Mr Eric Boyle and Mr Andrew Martin Smith are subject to annual re-election in accordance with the UK Corporate Governance Code and all three directors will offer themselves for re-election. The board considers that Messrs Guinness, Boyle and Martin Smith continue to be independent of mind and that their length of service and breadth of experience enhances the effective management of the company. In addition Mr Takeshi Murakami as well as Mr Boyle 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 period 1st May 2012 to 30th April 2013 the charge was GBP 20,000.

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 of Directors 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 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 should the discount be substantially greater than that of the Company's peer group.

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 the Board and contractual arrangements with the 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 Committee operates within defined terms of reference. The Audit Committee's responsibilities include:

- Review of draft Annual and Interim report and financial statements

- Review of independence and objectivity of the Auditors

- Review of audit fees

The Audit Committee is appointed by the Board and comprises Mr Martin Smith as Chairman, Mr Guinness, Mr Boyle and Mr Lamb.

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 Audited Accounts.

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 by Grant 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 Manager on the terms agreed is in the interests of the Company's shareholders as a whole.

By order of the Board

Timothy Guinness

Chairman

Andrew Martin Smith

Director

26th July 2013

Independent Auditor's Report to the Members of

Atlantis Japan Growth Fund Limited

For the year ended 30th April 2013

We have audited the financial statements of Atlantis Japan Growth Fund Limited ("the Company") for the year ended 30th April 2013 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 (IFRS) 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 described in the Statement of Directors' Responsibilities, the Company's directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements, in accordance with applicable 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. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

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 2013 and of its profit for the year then ended;

· have been properly prepared in accordance with IFRS as adopted by the European Union; and

· have been prepared in accordance with the requirements of 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 matters where The Companies (Guernsey) Law, 2008 requires us to report to you, if in our opinion:

· the Company has not kept proper accounting records; or

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

· we have not received 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 part of the Corporate Governance Statement relating to the Company's compliance with the nine provisions of the UK Corporate Governance Code specified for our review: and

· certain elements of the report to the shareholders by the board of directors' remuneration.

For and on behalf of

Grant Thornton Limited

Chartered Accountants

St Peter Port, Guernsey, Channel Islands

26th July 2013

Statement of Comprehensive Income

For the year ended 30th April 2013

		2013			2012

		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	-	8,585	8,585
	Exchange gain	-	1,881	1,881	-	939	939
	Dividend income	2,445	-	2,445	3,867	-	3,867

		2,445	21,161	23,606	3,867	9,524	13,391
	Expenses
5	Investment management fee	984	-	984	1,634	-	1,634
6	Custodian fees	77	-	77	135	-	135
7	Administration fees	166	-	166	209	-	209
17	Redemption facility expenses	-	-	-	(190)	-	(190)
7	Registrar and transfer agent fees	39	-	39	24	-	24
8	Directors' fees and expenses	273	-	273	238	-	238
	Insurance fees	33	-	33	22	-	22
	Audit fee	49	-	49	35	-	35
	Printing and advertising fees	39	-	39	33	-	33
	Legal and professional fees	337	-	337	206	-	206
	Listing fees	14	-	14	5	-	5
	Miscellaneous expenses	21	-	21	25	-	25

		2,032	-	2,032	2,376	-	2,376
	Finance cost
	Interest expense and bank charges	258	-	258	513	-	513

	Profit before tax	155	21,161	21,316	978	9,524	10,502

9	Taxation	(171)	-	(171)	(270)	-	(270)
	Profit/(loss) and total
	comprehensive income for the year	(16)	21,161	21,145	708	9,524	10,232

10	Earnings/(deficit) per ordinary share	$0.000	$0.336	$0.336	$0.006	$0.087	$0.093

All of the Company's income and expenses are included in the profit/loss for the year and therefore the profit for the year is also the Company's comprehensive income 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 2013

					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	-	-	-
4	Movement on gain on valuation of 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

					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 2011	-	126,804	(21,795)	87,649	32,767	(14,788)	210,637
								-
	Movements during the year							-
17	Redemptions	-	(90,065)	-	-	-	-	(90,065)
	Shares bought into treasury	-	-	(974)	-	-	-	(974)
4	Gain on investments sold	-	-	(21,287)	21,287	-	-	-
4	Movement on loss on valuation of investments	-	-	12,702	-	(12,702)	-	-
	Gain on foreign exchange	-	-	(939)	-	-	939	-
	Total comprehensive income	-	-	10,232	-	-	-	10,232

	Balances at 30th April 2012	-	36,739	(22,061)	108,936	20,065	(13,849)	129,830

Statement of Financial Position

As at 30th April 2013

		30th April 2013	30th April 2012
Notes		$'000	$'000
	Non Current Assets
2(f),11	Financial assets at fair value
	through profit or loss	107,440	145,240


	Current Assets
	Due from brokers	-	746
2(d)	Dividends and other receivables	821	1,524
2(g)	Cash and cash equivalents	603	920

		1,424	3,190
	Current Liabilities
	Due to brokers	-	(148)
	Due to shareholders	(4,880)	-
	Payables and accrued expenses	(235)	(322)
2(h), 12	Loans payable	(8,831)	(18,130)

		(13,946)	(18,600)
	Net Current Liabilities	(12,522)	(15,410)
16	Net Assets	94,918	129,830

	Equity
14	Ordinary share capital	-	-
14	Share premium	-	36,739
	Revenue reserve	(23,951)	(22,061)
2(l)	Capital reserve	118,869	115,152

16	Net Assets Attributable to Equity Shareholders	94,918	129,830

	Net Asset Value per Ordinary Share*	$1.95	$1.48

	*Based on the Net Asset Value at the year end divided by the number of shares in issue: 48,693,711 (30th April 2012 -87,948,865)

*Based on the Net Asset Value at the year end divided by the number of shares in issue: 48,693,711 (30th April 2012 - 87,948,865) (See Note 14.)

Approved by the Board of Directors on 26th July 2013 and signed on its behalf by:

Timothy Guinness

Chairman

Andrew Martin Smith

Director

Statement of Cash Flows

For the year ended 30th April 2013

		30th April 2013	30th April 2012
Notes		$'000	$'000
	Reconciliation of profit for the year to net cash flows
	from operating activities
	Profit before taxation	21,316	10,502
4	Gain on investments held at fair value	(19,280)	(8,585)
	Exchange gain	(1,881)	(939)
	Interest expense and bank charges	258	513
	Decrease in dividends and other receivables	703	835
	Decrease in payables and accrued expenses	(87)	(397)
9	Taxation paid	(171)	(270)

	Net cash flows from operating activities	858	1,659

	Investing Activities
	Purchase of investments	(68,954)	(206,282)
	Sale of investments	126,554	300,643

	Net cash inflow from investing activities	57,600	94,361

	Net cash inflow before financing	58,458	96,020

	Cash flows from financing activities
	Interest paid	(281)	(586)
	Redemptions	(49,303)	(100,552)
	Treasury shares	(1,793)	-
	Net loans repaid	(7,354)	(12,816)


	Net cash outflow from financing activities	(58,731)	(113,954)

	Net decrease in cash and cash equivalents	(273)	(17,934)

	Exchange movements	(44)	1,355

	Movement in cash and cash equivalents in the year	(317)	(16,579)

	Cash and cash equivalents at beginning of year	920	17,499

	Cash and cash equivalents at end of year	603	920

Notes to the Financial Statements

For the year ended 30th April 2013

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"), and The 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 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. These amendments are effective for annual periods beginning on or after 1st January 2013.

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 effective for annual periods beginning 1st January 2015. 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.

Applicable new standards and interpretations not yet adopted

IFRS 10 Consolidated financial statements

IFRS 10, 'Consolidated financial statements', effective for annual periods beginning on or after 1st January 2013, builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The new standard is not expected to have any impact on the Company's financial position or performance.

IFRS 11 Joint Arrangements

IFRS 11, 'Joint Arrangements' effective for annual periods beginning on or after 1st January 2013, provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as is currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. The new standard is not expected to have any impact on the Company's financial position or performance.

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 is not expected to have any impact on the Company's financial position or performance but may result in additional disclosures.

IFRS 13 Fair Value Measurement

IFRS 13 does not affect which items are required to be fair-valued, but clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It is applicable for annual periods beginning on or after 1st January 2013. The Company's management has yet to assess the impact of this new standard.

Amendments to IAS 1 Presentation of Financial Statements

The IAS 1 Amendments require an entity to group items presented in other comprehensive income into those that, in accordance with other IFRSs: (a) will not be reclassified subsequently to profit or loss and (b) will be reclassified subsequently to profit or loss when specific conditions are met. It is applicable for annual periods beginning on or after 1st July 2012. This will change the presentation of items in other comprehensive income but will not affect the measurement or recognition of such items. This does not affect the Company since there are no items in other comprehensive income.

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.

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 3 years from a Net Asset Value of $269m at 30th April 2010 to $95m at 30th April 2013 with $54m 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 bid price (where a bid price is available) or otherwise at fair value 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.

The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit 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. GAINS ON INVESTMENTS HELD AT FAIR VALUE

	2013	2012
	$'000	$'000

Proceeds from sales of investments	125,808	300,138
Original cost of investments sold	(116,935)	(278,851)

Gains on investments sold during the year	8,873	21,287

Net valuation gain/(loss) for the year	10,407	(12,702)

Gains on investments held at fair value	19,280	8,585

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 2013, total investment management fees were $983,920 (2012 - $1,633,747) of which $85,149 (2012 - $108,814) is due and payable as at that date.

On 29th February 2012 the Company appointed Tiburon Partners LLP as its Investment Advisor 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 2013, total custodian fees were $76,679 (2012 - $135,185) of which $10,673 (2012- $10,342) 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 US$50,000,000 0.18%

US$50,000,001 to US$100,000,000 0.135%

US$100,000,001 to US$200,000,000 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 US$25,000,000 0.18%

US$25,000,001 to US$50,000,000 0.135%

Thereafter 0.0675%

For the year ended 30th April 2013, total administration and registrar fees were $205,373 (2012 - $224,686) of which $16,204 (2012 - $32,638) 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 2013, total directors' fees and expenses were $273,259 (2012 - $238,457) of which $31,737 (2012 - $66,609) 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 24% for 2012 which reduced to 23% on 1st April 2013. 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%.

	2013	2012
	$'000	$'000

Corporation tax at 20% (2012: 25.83%*)	-	-
Irrecoverable overseas tax	171	270
Tax charge in respect of the current year	171	270

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.

	2013	2012
	$'000	$'000
Profit before tax	21,316	10,502
Capital profit for the year	(21,161)	(9,524)
Revenue profit for the year	155	978

Theoretical tax at UK corporation tax rate of 20% (2012 - 25.83%*)	31	253

Effects of:
Excess/(utilised) management expenses	3	(183)
Relief for overseas tax suffered	(34)	(70)
Overseas tax written off	171	270
Actual current tax charge	171	270

*Where applicable, comparative disclosures have been adjusted to reflect changes in the tax rates applied.

The Company is an investment trust and therefore is not taxable on capital gains.

Factors that may affect future tax charges

As at 30th April 2013, the Company has excess management expenses of $34,198,048 that are available to offset future taxable revenue. Whilst this represents management's best estimate based on the carried forward balance in the previous year of $34,177,132, 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 profit for the year of $21,144,758 (2012 - $10,231,923) and on 62,939,097 being the weighted average number of shares in issue at 30th April 2013 (2012: 109,002,406).

The earnings/(deficit) per ordinary share figure can be further analysed between revenue and capital, as below.

	2013	2012
	$'000	$'000

Net revenue (loss)/gain	(16)	708
Net capital profit	21,161	9,524
Net total profit	21,145	10,232

Weighted average number of ordinary shares
in issue during the year	62,939,097	109,002,406

	$	$
Revenue gain/(loss) per ordinary share	0.000	0.006
Capital profit per ordinary share	0.336	0.087
Total profit per ordinary share	0.336	0.093

11. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

	2013	2012
	$'000	$'000

Cost of investments brought forward	125,175	198,667
Cost of purchase of investments	68,728	205,359
Proceeds on disposal of investments	(125,808)	(300,138)
Gain on disposal of investments	8,873	21,287
Cost of investments carried forward	76,968	125,175


Cost of investments	76,968	125,175
Gain on valuation	30,472	20,065
Fair value of investments at year end	107,440	145,240

12. LOANS PAYABLE

Loan	Interest	Maturity	2013	2012
Amount	Rate	Date	$'000	$'000

5 year committed fixed rate
credit facility
¥1,453,000,000	1.55%	7th June 2012	-	18,130
¥863,742,000	1.49%	10th May 2013	8,831	-

Loan due for repayment within one year			8,831	18,130

13. FORWARD CURRENCY CONTRACTS

There were no open contracts at 30th April 2013, or at 30th April 2012.

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; and ii) on a poll a Member present in person or by proxy shall be entitled to one vote per ordinary share held.

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
Ordinary Shares	Number of Shares	Share Capital	Share Premium
		$'000	$'000

In issue at 30th April 2013	48,693,711	-	-

In issue at 30th April 2012	87,948,865	-	36,739

Reconciliation of number of shares	Number of Shares	Number of Shares
	2013	2012
Shares of no par value
Issued shares at the start of the year	87,948,865	156,182,220
Re-issue of treasury shares	75,000	-
Redemption of shares	(37,956,727)	(67,485,171)
Purchase of shares into Treasury	(1,373,427)	(748,184)
Number of shares at the end of the year	48,693,711	87,948,865

Shares held in Treasury
Opening balance	748,184	-
Shares bought in to Treasury during the year	1,373,427	748,184
Treasury shares cancelled	(75,000)	-
Number of shares at the end of the year	2,046,611	748,184

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 Manager/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 not retain 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) 1,373,427 shares were repurchased in to treasury during the year ended 30th April 2013 (2012: 748,184).

Market Price Risk

The Company's investment portfolio - particularly its equity investments - is exposed to market price fluctuations which are monitored by the Manager/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 2013, 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 in companies 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 2013 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:

	2013	2012
	+/-	+/-
Net Asset Value	$5,371,983	$7,262,007
Net Asset Value per share	$0.11	$0.06

Total comprehensive income	$5,371,983	$7,262,007
Earnings per share	$0.11	$0.06

Foreign Currency Risk

The Company principally invests in securities denominated in currencies other than United States Dollar, 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 Manager/Investment Advisor 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's net currency exposure is as follows:

The Company has a GBP cash exposure of £64,476 ($99,915).

Japanese Yen

As at 30th April 2013:

$'000

Assets

Cash and cash equivalents

144

Investments held at fair value

107,440

Other assets

800

Total assets

108,384

Liabilities

Loans payable

(8,831)

Other liabilities

Total liabilities

(8,831)

Total net assets

99,553

Japanese Yen

As at 30th April 2012:

$'000

Assets

Cash and cash equivalents

510

Investments held at fair value

145,240

Other assets

2,228

Total assets

147,978

Liabilities

Loans payable

(18,130)

Other liabilities

(148)

Total liabilities

(18,278)

Total net assets

129,700

Foreign Currency Sensitivity Analysis

If the exchange rate at 30th April 2013, between the functional currency and all other currencies had increased or decreased by a 5% currency movement (2012: 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:

	2013	2012
	+/-	+/-
Net Asset Value	$4,992,632	$6,504,335
Net Asset Value per share	$0.10	$0.07

Total comprehensive income	$1,529,281	$4,082,685.00
Earnings per share	$0.03	$0.05

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 30th April 2013, 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 30th April 2013 the interest accrued on the loan was $19,756 (2012: $42,865).

The following financial assets and liabilities disclosures exclude prepayments and taxation debtors and creditors:

Cash flow

Fair value

interest

Total

rate risk

As at 30th April 2013:

$'000

Financial assets

Cash and bank balances

603

Financial liabilities

Loans payable

(8,831)

Net financial assets/(liabilities)

603

(8,831)

(8,228)

	Cash flow	Fair value
	interest	interest	Total
	rate risk	rate risk
As at 30th April 2012:	$'000	$'000	$'000

Financial assets
Cash and bank balances	920	-	920

Financial liabilities
Loans payable	-	(18,130)	(18,130)


Net financial assets/(liabilities)	920	(18,130)	(17,210)

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 equivalents earn 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)
	2013	2012	2013	2012
Japanese Yen
Loans payable	1.49%	1.55%	0.03	0.21

Fair Value

All assets and liabilities are carried at fair value with the exception of 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 30th April 2013, the Company had drawn down a loan facility (amended 7th February 2013) of JPY 863,742,000 ($8,830,815) (2012 - JPY 1,453,000,000/$18,130,443). In connection with the facility agreement, the Company entered into a English law multi currency revolving credit facility with RBS 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 assets and liabilities (excluding prepayments and tax balances) at 30th April 2013 is as follows

	Up to 1 year		1 to 5		Total
	or on demand		years
As at 30th April 2013:	$'000		$'000		$'000

Financial assets
Cash and bank balances	603		-		603
Investments held at fair value	107,440		-		107,440
Other financial assets	821		-		821
Total financial assets	108,864		-		108,864

Financial liabilities
Loans payable	(8,831)		-		(8,831)
Other financial liabilities	(5,115)		-		(5,115)
Total financial liabilities	(13,946)		-		(13,946)

Excess of financial assets over gross contractual liabilities	94,918		-		94,918

	Up to 1 year	1 to 5		Total
	or on demand	years
As at 30th April 2012:	$'000	$'000		$'000

Financial assets
Cash and bank balances	920	-		920
Investments held at fair value	145,240	-		145,240
Other financial assets	2,270	-		2,270
Total financial assets	148,430	-		148,430

Financial liabilities
Loans payable	(18,130)	-		(18,130)
Other financial liabilities	(470)	-		(470)
Total financial liabilities	(18,600)	-		(18,600)

Excess of financial assets over gross contractual liabilities	129,830	-		129,830

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 Northern Trust (Guernsey) Limited (NTGL). Cash deposited with NTGL is deposited as banker and is held on its Balance Sheet. Accordingly, in accordance with usual banking practice, NTGL'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 NTGL. 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 to be delayed or limited.

Northern Trust (Guernsey) Limited is a wholly owned subsidiary of Northern Trust Corporation. As at 30th April 2013 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 Fund 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 US$602,840 (2012: US$1,666,852).

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 bid price; the appropriate quoted market price for financial liabilities is the current asking price. When the Company holds derivatives with offsetting market risks, it uses mid-market prices as a basis for establishing fair values for the offsetting risk positions and applies this bid or asking price to the net open position, as appropriate. 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:

Financial assets at fair value through profit or loss
At 30th April 2013
	Total	Level 1	Level 2	Level 3
	$'000	$'000	$'000	$'000
Equity Investments	107,440	107,440	-	-

Financial assets at fair value through profit or loss
At 30th April 2012
	Total	Level 1	Level 2	Level 3
	$'000	$'000	$'000	$'000
Equity Investments	145,240	145,240	-	-

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.

All the listed equity instruments have been issued by publicly traded companies in Japan. Fair values for these securities have been determined by reference to their quoted bid prices at the reporting date.

16. RECONCILIATION OF NET ASSET VALUE TO PUBLISHED NET ASSET VALUE

	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

	30th April 2012	Per Share
	$'000	$

Published Net Asset Value	130,225	1.48
Loss on revaluation of securities at bid prices	(395)	-
	129,830	1.48

In accordance with IFRS the Company's investments have been valued at bid price. However, in accordance with the Company's prospectus for the purposes of determining the daily net asset value per share the investments are valued at mid prices.

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	US$'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)



Redemption date	Shares redeemed	US$'000
	2012	2012

28/02/2011 (2nd tranche) paid after 30/04/2011	-	9,513
31/10/2011	11,674,105	(14,423)
29/02/2012	11,933,394	(16,135)
30/06/2011	43,877,672	(69,020)
	67,485,171	(90,065)

As at the year ended 30th April 2013, a total of US$ 49,302,892 was paid to redeeming shareholders. The balance of US$ 4,879,702 is due and payable as at that date.

The salient features of the redemption facility are as follows:-

1) the Company retains its investment trust status and remains listed on the London Stock Exchange;

2) the Company's share capital has been reorganised to permit investors to request the redemption of part or all of their shareholding on a semi-annual basis. The redemption value will be based upon the realisation value of the portfolio, less an exit charge set at 2%. This charge will be retained by the Company and will enhance the NAV per share for continuing shareholders;

3) the Board has discretion to decline such redemption requests when it considers it is in the interests of shareholders as a whole;

4) the Company has renewed its buy back powers, holding any shares so bought back in treasury;

5) any shares bought into treasury can be sold at a discount narrower than that at which they were bought.; and

6) the Board has been given authority to issue new shares in the Company, if demand so warrants.

Costs associated with the Company's reorganisation to enable the redemption facility included a closing accrual at 30th April 2012 of $240,342. Additional charges of $50,171 were incurred and the balance of $190,171 was not utilised and appears as a credit for this amount in the Statement of Comprehensive Income for the prior year.

18. DIVIDENDS

The following interim dividend was declared by the board of directors:-

Distribution	Date			Date	Amount
per unit	declared	Ex-date	Record Date	paid	US$	Relevant period

$0.025	2nd August 2012	8th August 2012	10th August 2012	31st August 2012	177,181	1st May 2011 - 30th April 2012

All amounts held in the Company's revenue reserve are distributable to shareholders by way of dividends.

19. ONGOING CHARGES

The ongoing charges using the AIC recommended methodology was 2.16% as at 30th April 2013 (2012 1.69%).

20. SUBSEQUENT EVENTS

There have been no events subsequent to the year ended 30th April 2013.

Administration

Directors

Timothy Guinness (Chairman)

Eric Boyle

Andrew Martin Smith

Takeshi Murakami

Noel Lamb

Registered Office

P.O. Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands

Investment Manager

AFMG Limited

P.O. Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands

Investment Adviser

Tiburon Partners LLP

21 St James Square, London SW1Y 4JP

(Telephone no. 020-7747-5771)

Sub Investment Adviser

Atlantis Investment Research Corporation

Hamamatsu-cho Square

Studio 1805

1-30-5 Hamamatsu-cho

Minato-ku

Tokyo 105-0013

Japan

Custodian

Northern Trust (Guernsey) Limited

P.O. Box 71, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3DA, Channel Islands

Administrator, Secretary and Principal Registrar

Northern Trust International Fund Administration Services (Guernsey) Limited

P.O. Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands

Sub-Registrar

Computershare Investor Services (Jersey) Limited

P.O. Box 329, Queensway House, Hilgrove Street, St. Helier, Jersey JE4 9XY,

Channel Islands

Financial Adviser

LCF Edmond de Rothschild Securities Limited

Orion House

5 Upper Saint Martin's Lane

London WC2H 9EA

Corporate Broker

Nplus 1 Singer Advisory LLP

One Bartholomew Lane

London EC2N 2AX

Auditors

Grant Thornton Limited

P.O. Box 313, Lefebvre House

Lefebvre Street, St Peter Port, Guernesey, GY1 3TF

Channel Islands

Administration

Legal Advisers (as to English law)

Stephenson Harwood

1 Finsbury Circus

London EC2M 7SH

Legal Advisers (as to Guernsey law)

Ogier

Ogier House, St. Julian's Avenue, St Peter Port, Guernsey, GY1 1WA

This information is provided by RNS

The company news service from the London Stock Exchange

END

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Thursday, 9th May 2024

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