Interim Results

Oryx International Growth Fund Ld 21 December 2006 FOR IMMEDIATE RELEASE RELEASED BY HSBC SECURITIES SERVICES (GUERNSEY) LIMITED ORYX INTERNATIONAL GROWTH FUND LIMITED PRELIMINARY ANNOUNCEMENT THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED ANNOUNCE UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2006: UNAUDITED CONSOLIDATED BALANCE SHEET as at 30 September 2006 (Expressed in pounds sterling) 30 September 30 September 2006 2005 Â£ Â£ ASSETS Bank balances 20,581,721 4,927,702 Dividends and interest receivable 335,573 143,034 Amounts due from brokers 471,217 209,609 Other receivables 540,822 249,047 Listed investments at fair value (Cost Â£31,504,892: 2005 - Â£16,052,462) 34,397,308 18,290,313 Unlisted investments at fair value (Cost Â£4,581,003: 2005 - Â£3,906,297) 5,973,675 5,181,451 TOTAL ASSETS 62,300,316 29,001,156 LIABILITIES Bank overdrafts 71,921 4,337 Amounts due to brokers 804,659 365,640 Creditors and accrued expenses 1,792,403 101,508 TOTAL LIABILITIES 2,668,983 471,485 NET ASSETS 59,631,333 28,529,671 REPRESENTED BY: CAPITAL AND RESERVES Called up share capital 18,029,988 5,333,045 Share premium 19,588,739 5,678,409 Capital redemption reserve 1,246,500 1,246,500 Other reserves 17,643,852 16,271,717 38,479,091 23,196,626 TOTAL EQUITY SHAREHOLDERS' FUNDS 56,509,079 28,529,671 Minority Interests 3,122,254 - 59,631,333 28,529,671 Net Asset Value per Share - Ordinary Â£ 3.10 Â£ 2.67 Net Asset Value per Share - C Share Â£ 1.06 N/a Diluted Net Asset Value per Share - Ordinary Â£ 3.10 Â£ 2.67 Diluted Net Asset Value per Share - C Share Â£ 1.06 N/a UNAUDITED CONSOLIDATED INCOME STATEMENT for the period ended 30 September 2006 (Expressed in pounds sterling) 6 month to 6 month to 30 September 30 September 2006 2005 Â£ Â£ INCOME Deposit interest 297,969 90,350 Dividends and investment income 642,366 714,465 940,335 804,815 EXPENDITURE Management and investment adviser's fee 225,708 156,421 Finance charge - 7,220 Custodian fees 12,529 8,807 Administration fees 19,672 11,880 Registrar and transfer agent fees 997 527 Directors' fees and expenses 63,507 50,657 Audit fees 6,588 6,015 Insurance 4,458 4,746 Legal and professional fees 1,963 78,971 Termination costs of Baltimore directors and employees 459,465 - Miscellaneous expenses 49,466 13,355 844,353 338,599 NET INCOME BEFORE TAXATION 95,982 466,216 Taxation (51,066) (69,392) NET INCOME FOR THE PERIOD AFTER TAXATION 44,916 396,824 Realised gain on investments 2,860,764 2,377,118 Gain on foreign currency translation 49,880 13,904 Movement in unrealised (loss)/gain on revaluation of investments (885,770) 10,136 Transaction costs (361,468) (35,133) TOTAL SURPLUS ATTRIBUTABLE TO SHAREHOLDERS FOR THE PERIOD 1,708,322 2,762,849 Basic earnings per share for the period - Ordinary Â£ 0.14 Â£ 0.27 Basic earnings per share for the period - C Share Â£ 0.01 N/a Diluted earnings per share for the period - Ordinary Â£ 0.14 Â£ 0.26 Diluted earnings per share for the period - C Share Â£ 0.01 N/a UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS for the period ended 30 September 2006 (Expressed in pounds sterling) 6 month to 6 month to 30 September 30 September 2006 2005 Â£ Â£ Net cash (outflow)/inflow from operating activities (13,863) 285,625 INVESTING ACTIVITIES Purchase of investments (23,684,207) (10,388,446) Sale of investments 21,895,483 11,292,916 Transaction costs (361,468) (35,133) Net cash (outflow)/inflow from investing activities (2,150,192) 869,337 FINANCING ACTIVITIES Cash acquired on acquisition of Baltimore Plc 15,907,268 - Net cash inflow from financing activities 15,907,268 - Net cash inflow 13,743,213 1,154,962 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS Net cash inflow 13,743,213 1,154,962 Exchange movements 49,880 13,904 Net cash at beginning of period 6,716,707 3,754,499 Net cash at end of period 20,509,800 4,923,365 CHAIRMAN'S STATEMENT During the period under review, the Company underwent a fundamental change with the takeover of Baltimore plc which went unconditional on 18 July 2006. This resulted in the creation of a 'C' share which will trade independently from the ordinary shares until the Board merge the two businesses. I am pleased to report that the ordinary shares saw an increase in net asset value of 5 per cent. in the last six months and 16 per cent. over the last twelve to Â£3.10. This represents the continuing success of the manager's investment strategy of investing in activist situations where value can be extracted. There are no direct comparables for the 'C' shares, however progress is being made to align the portfolio to the ordinary shares so that they will, in due course, be compatible. In line with our stated policy, the Board do not propose paying a dividend, however it will be our intention to continue buying in ordinary shares when the discount allows it to be enhancing to net asset value. Nigel Cayzer Chairman INVESTMENT ADVISER'S REPORT The performance of the Company attributable to the ordinary shares can largely be attributable to the good performance of the unquoted portfolio. In particular Nationwide Accident went public and has subsequently risen by nearly 50%. Paramount was taken over at a 100% premium to holding cost. A number of other investments are in discussions to be acquired and your Board has revalued these to reflect 'fair value'. The quoted portfolio has been more challenging following a very weak period in equity markets in May. Inevitably there have been successes and failures. Recent purchases such as Biotrace, Telecom Plus, Compel, Inspired Gaming and Avanti Screen Media have generally performed well. This, however, has been offset by a very disappointing performance by Lambert Howarth, Cardpoint and Ferraris. Communisis was also disappointing but we are optimistic that a new chef executive will revitalise the company over the next eighteen months. The Company was successful in acquiring Baltimore plc. These assets are now held in a 'C' share pool which will be merged with the ordinary share pool as soon as the two respective portfolios merge and remaining Baltimore liabilities are fully qualified. Both the ordinary and Oryx C shareholders will benefit from reduced overhead costs as these are shared over a greater asset base. Considerable progress has been made over the past few weeks to resolve the issues at Baltimore. These can be summarised as follows: 1. The Baltimore portfolio consisted of a small number of illiquid investments. These have largely been liquidated at a premium to fair asset value (i.e. value for purposes of the offer). 2. The lease on the company's office has been surrendered again at a considerable saving. 3. The outstanding contract for difference has been resolved and the shares purchased for cancellation. 4. Nearly all current expenses of the trust have been eliminated and the contact with Duncan Soukup terminated at a saving of some Â£280,000 to Oryx C shareholders. All litigation relating to Mr. Soukup has been dropped by both parties. 5. Baltimore's remaining liabilities have been identified and we will seek to mitigate these over the next few months. Conclusion: Despite variable market conditions, we remain optimistic that the Group will maintain the momentum of the last six months. North Atlantic Value LLP 12 December 2006 UNAUDITED TEN LARGEST EQUITY HOLDINGS as at 30 September 2006 Bavaria Indkapital - Cost Â£1,933,665 (91,450 shares) This was acquired as part of the Baltimore portfolio. Recent results have been good but this holding will be reduced when the 'lock up' is released in January 2007. Market value Â£2,441,966 representing 4.10 per cent. of Net Asset Value. Compel Group Plc - Cost Â£1,858,775 (2,170,000 shares) The company is a small conglomerate offering technology rental services and consulting. Profits rose 60 per cent. last year and the outlook for the current years is good. The shares were acquired at a significant discount to the estimated underlying value of the business. Market value Â£2,126,600 representing 3.57 per cent. of Net Asset Value. Santa Maria - Cost Â£680,088 (96,613 Ontario Inc shares and 1,264,823 Loan Notes 13 per cent. 17/5/08) Santa Maria is the leading manufacturer and wholesaler of proscuitto and salami in Canada, with a small export business to the US. It also imports and distributes leading branded Italian foodstuffs, such as olive oil and dry pasta. It has a strong position in the specialty retail sector and has expanded into supermarkets, including manufacturing supermarkets; own label products. The company is performing well in 2006 with results ahead of budget. There is an offer to acquire the company at a premium to the current valuation. Market value Â£2,033,561 representing 3.41 per cent. of Net Asset Value. Inspired Gaming Group Plc - Cost Â£1,832,401 (1,000,000 shares) The company is the largest owner operator of slot machines in the United Kingdom. The shares were acquired on an attractive multiple of earnings and EBITDA and have the potential to double if server based gaming technology is successfully rolled out. Market value Â£1,850,000 representing 3.10 per cent. of Net Asset Value. Electronic Data Processing Plc - Cost Â£1,681,117 (3,090,000 shares) The company is in fact a property business. The shares were purchased at a discount to net asset value and have performed steadily since purchase. Market value Â£1,792,200 representing 3.01 per cent. of Net Asset Value. Augean Plc - Cost Â£1,696,453 (1,177,668 shares) The company is the largest owner of hazardous waste sites in the United Kingdom. The company is a prime candidate for acquisition and trades at a discount to private market value. Market value Â£1,660,512 representing 2.78 per cent. of Net Asset Value. Telecom Plus Plc - Cost Â£1,414,512 (1,135,000 shares) The company is the UK's leading bill aggregate for the utility industry offering its clients all of the major utilities through a simple monthly payment. The company has substantial cash balances and no debt. Earlier this year the company entered into a performance related contract which gave Powergen the right to acquire the business at about twice the current share price. The company recently stated that trading was ahead of budget. Market value Â£1,623,050 representing 2.72 per cent. of Net Asset Value. Nationwide Accident Repair Services Plc ('Nationwide') - Cost Â£237,708 (950,000 shares) Nationwide was taken private in 2002 through a management buy-in. Nationwide is the largest chain of automobile body shops in the United Kingdom. Since its purchase, loss-making operations and peripheral assets have been disposed of. All debt has been repaid and the company has significant cash balances. Nationwide had a good year in 2005 and interim results for 2006 have also been favourable. The company has now gone public and has performed satisfactorily since the IPO. Market value Â£1,529,500 representing 2.56 per cent. of Net Asset Value. Georgica Plc - Cost Â£853,997 (1,000,000 shares) Georgica plc operates pool halls and bowling alleys in the United Kingdom. The business consists of 170 billiard sites and 39 ten pin bowling facilities. Twelve non-core Megabowl sites are being disposed off. We believe there is further scope for margin improvement subsequent to recent renovations. Cashflows should improve enough to enable the company to do share buybacks with surplus cash. The share price rose substantially following an announcement that the company was in discussions to be acquired. Following this, one third of the holding was sold at a substantial profit. Market value Â£1,460,000 representing 2.45 per cent. of Net Asset Value. Gleeson (MJ) Group Plc - Cost Â£1,166,286 (400,000 shares) Gleeson (MJ) Group plc is a construction operations company. The Group builds houses and private purchases housing associations and local authorities, in addition to providing electrical/mechanical engineering contracting, property investment, and residential and commercial development services. The company has announced a radical restructuring of its business portfolio which is expected to significantly enhance shareholder value over the next twelve months. Market value Â£1,432,000 representing 2.40 per cent. of Net Asset Value. NOTES TO THE ACCOUNTS For the period ended 30 September 2006 1. GENERAL Oryx International Growth Fund Limited (the 'Company') was incorporated in Guernsey on 2 December 1994 and commenced activities on 3 March 1995. On 26 July 2006 the Company acquired the entire issued share capital of Baltimore plc. Under the terms of the offer, the consideration payable for these shares was in the form of an issue of a new Class of shares, Oryx C Shares, whereby each Baltimore shareholder was entitled to 1,000 Oryx C Shares for every 5,319 Baltimore shares held. On 26 July 2006, Oryx C Shares were issued as a result of Baltimore shareholders holding 140,286,701 Baltimore shares accepting the offer. At a Directors Meeting on 3 October it was resolved that the Company acquire all the remaining shares in Baltimore pursuant to a compulsory acquisition procedure. 2. ACCOUNTING POLICIES The financial statements are prepared under the historical cost convention as modified by the revaluation of investments and in accordance with UK applicable accounting standards. The accounting policies have been applied consistently by the Group and are consistent with those used in the previous reporting period. a) Income Recognition Dividends arising on the Group's listed and unlisted investments have been accounted for on an ex-dividend basis. Deposit interest is accrued on a day-to-day basis. Loan interest is accounted using the effective interest method. All income is shown gross of any applicable withholding tax. b) Valuation of investments Classification All investments of the Group are designated into the financial assets at fair value through profit or loss category. This category comprises financial instruments designated at fair value through profit or loss upon initial recognition - these include financial assets that are not held for trading purposes and which may be sold. These are principally investments in listed and unlisted equities. Measurement Financial instruments are measured initially at fair value being the transaction price. Subsequent to initial recognition, all instruments classified as fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Income Statement. Transaction costs are separately disclosed in the income statement. Fair value measurement principles Listed investments have been valued at the bid market price ruling at the balance sheet date. In the absence of the bid market price, the closing price has been taken, or, in either case, if the market is closed on the balance sheet date, the bid market or closing price on the preceding business day. Unlisted investments traded on AIM have been valued at their published bid prices at the balance sheet date. Unlisted investments where there is not an active market are valued using an appropriate valuation technique so as to establish fair value at the balance sheet date. Transaction costs applicable to investment transactions have been recognised in the Income Statement. c) Foreign Currency Translation Items included in the Group's financial statements are measured using the currency of the primary economic environment in which it operates (the ' functional currency'). This is the pound sterling which reflects the Group's primary activity of investing in Sterling securities. Foreign currency assets and liabilities have been translated at the exchange rates ruling at the balance sheet date. Transactions in foreign currency during the period have been translated into pounds sterling at the spot exchange rate in effect at the date of the transaction. Realised and unrealised gains or losses on currency translation are recognised in the Income Statement. d) Realised and Unrealised Gains and Losses Realised gains and losses arising on the disposal of investments are calculated by reference to the cost attributable to those investments and the sales proceeds, and are included in the Income Statement. Unrealised gains and losses arising on investments held at the balance sheet date are also included in the Income Statement. e) Expenses Expenses in relation to the placing of C Shares were borne by the subscribers of the C Shares and not by existing ordinary shareholders. f) Convertible Loan Stock at 30 September 2005 All outstanding loan stock was converted during the period ended 30 September 2005. The Convertible Loan Stock is recorded at the amount of the net proceeds. The difference between the recorded amount and the redemption value of the loan stock, the finance cost, is being charged at a constant rate over the period to maturity to the Income Statement. Under the provisions of FRS 25, the equity portion of the Convertible Loan Stock should be separated from the debt portion. However, all the loan stock outstanding was converted during the period and the amount outstanding at 1 April 2005 was immaterial, this split between debt and equity separated from the debt portion was not deemed necessary and has not been disclosed. 3. SHARE CAPITAL AND SHARE PREMIUM a) Authorised Share Capital Â£ 50,000,000 ordinary shares of 50p each 25,000,000 40,000,000 C Shares of 50p each 20,000,000 45,000,000 On 24 July 2006, pursuant to an ordinary resolution approved at the Extraordinary General Meeting, the Company increased its Authorised Share Capital from Â£25,000,000 to Â£45,000,000 by the creation of 40,000,000 C Shares of 50p each. These shares carry the rights attached thereto set out in the new Articles of Association. b) Ordinary Shares Issued - 1 April 2006 to 30 September 2006 Number of Share Share Ordinary shares of 50p each and Shares Capital Premium Management shares of 50p each: Â£ Â£ At 1 April 2006 10,666,088 5,333,044 5,678,410 Issued during the period - - - At 30 September 2006 10,666,088 5,333,044 5,678,410 C Shares Issued - 1 April 2006 to 30 September 2006 Number of Share Share Shares Capital Premium C Shares of 50p each: Â£ Â£ At 1 April 2006 - - - Issued during the period 25,393,888 12,696,944 13,910,329 At 30 September 2006 25,393,888 12,696,944 13,910,329 4. OTHER RESERVES Included in Other Reserves is Â£1,063,207 relating to share capital contracted to be issued to holders of Baltimore Plc shares who have accepted the offer of shares. An amount of Â£4,401,355 has been deducted from Other Reserves in respect of C Shares held by the Group for cancellation. 5. MINORITY INTERESTS At 30 September 2006, shares representing 9.8 per cent. of the share capital of Baltimore plc were not owned by or contracted to the Company. The Minority Interests in the assets of the balance sheet of the Group amount to Â£3,122,254. 6. RECONCILIATION OF NET INVESTMENT EXPENSE TO NET CASH FLOW FROM OPERATING ACTIVITIES Ord shares C shares Total 2006 2006 2006 2005 Â£ Â£ Â£ Â£ Net income/(expense) for the period 395,724 (350,808) 44,916 396,824 Increase in dividends and interest receivable (140,109) (86,990) (227,099) (27,131) Decrease/(increase) in debtors (253,538) 287,140 33,602 (22,963) Increase/(decrease) in creditors and accrued expenses 35,087 99,631 134,718 (68,325) Finance charge - - - 7,220 37,164 (51,027) (13,863) 285,625 7. RECONCILIATION OF NET ASSET VALUE TO PUBLISHED NET ASSET VALUE Â£ Â£ Ordinary shares per share per share Published Net Asset Value 33,294,771 3.12 Management shares in issue 1 - Unrealised loss on revaluation of investments at Bid/mid price (ref. Note (a) below) (270,189) (0.02) Net Asset Value attributable to shareholders 33,024,583 3.10 Â£ Â£ C Shares per share per share Published Net Asset Value 26,776,644 1.06 Unrealised loss on revaluation of investments at Bid/mid price (ref. Note (a) below) (169,894) - Net Asset Value attributable to shareholders 26,606,750 1.06 (a) In accordance with United Kingdom Financial Reporting Standards the Group's long investments have been valued at bid price. However, in accordance with the Company's principal documents the Net Asset Value reported each month reflects the investments being valued at the closing, last or mid-market (as the Directors in all circumstances considers appropriate) price as notified to the Group on the valuation day by a member of the stock exchange concerned. Certain investments remain valued at fair value as determined in good faith by the Directors. 8. POST BALANCE SHEET EVENTS At a Directors Meeting on 3 October it was resolved that the Company acquire all the remaining shares in Baltimore pursuant to a compulsory acquisition procedure. This information is provided by RNS The company news service from the London Stock Exchange

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