LONDON--(BUSINESS WIRE)--
The World Trust Fund
Audited Annual Report March 31st 2011
The full Annual Report and Accounts can be accessed via the following website: www.uk.lazardnet.com or by contacting the Company Secretary on telephone 01392 477500.
Financial Highlights for the year ended March 31st, 2011
US$ 3.52 | GBP 2.19 | |||
Net Asset Value as at March 31st, 2011 | Net Asset Value as at March 31st, 2011 | |||
+16.2% | +9.5% | |||
Increase in Net Asset Value | Increase in Net Asset Value | |||
(in US$) | (in GBP) | |||
US$ 3.16 | GBP 1.9675 | |||
Share price as at March 31st, 2011 | Share Price as at March 31st, 2011 | |||
+18.5% | +12.1% | |||
Increase in Share Price | Increase in Share Price | |||
(in US$) | (in GBP) | |||
+14.1% | +8.0% | |||
Increase in MSCI AC World Index | Increase in MSCI AC World Index | |||
(in US$) | (in GBP) | |||
US$191.6m | GBP119.5m | |||
Total Net Assets as at March 31st, 2011 | Total Net Assets as at March 31st, 2011 |
Investment Objective
The Fund seeks to achieve long-term capital appreciation by investing primarily in a diversified portfolio of companies whose shares trade at a discount to the underlying net asset value. The Fund measures its performance against the MSCI All Country World Index.
Investment Policy
Investment Strategy and Asset Allocation:
• The Fund invests primarily in closed-end funds, investment trusts, holding companies, and other similarly traded companies whose shares are listed or traded on international exchanges, and generally at a discount to the underlying net asset value.
• It is expected that a significant portion of the Fund’s assets will be invested in shares of closed-end funds and investment trusts.
• The Fund typically invests in closed-end funds and investment trusts trading at a discount to their net asset value and then seeks to actively encourage boards and managements to take steps to enhance shareholder value.
• The Fund continuously monitors potential and existing holdings, in addition to the overall macroeconomic environment.
• The Fund may also sell short stock indices, stocks, shares of exchange-traded funds or closed-end funds.
Risk Diversification:
• The Fund seeks to provide broad exposure to the markets through holding a diversified portfolio of investment companies, including closed-end funds, investment trusts, holding companies and similarly traded companies. The Fund seeks to take a constructive and active role to help to reduce the discount at which the shares of the underlying companies trade.
Gearing and Hedging:
• The Fund may use gearing (the ability to borrow) and the level of gearing may vary from time to time. As of March 31st, 2011 the Fund was 3% geared. The Board has authorized the Manager to use gearing in an amount not to exceed 15% of the Fund’s Net Asset Value. In the future, the Board may determine to increase the amount of gearing that the Manager is authorized to use to an amount not to exceed 25% of the Fund’s Net Asset Value. Shareholders should note that although gearing increases the possibilities for profit, it also increases the risk of losses.
• The Fund is permitted to seek to hedge long positions by selling short stock indices, stocks, and shares of exchange-traded funds or closed-end funds up to 100% of the Fund’s net assets. The Fund may also hedge its currency exposure against the US Dollar. Shareholders should note that the use of such techniques involves risks, including the risk of complete loss of value of short position.
Chairman’s Statement
I am pleased to report that, for the year ended March 31st, 2011, The World Trust Fund continued its recovery from losses sustained in the major upheaval in worldwide markets in 2008–2009. The Fund’s Net Asset Value closed at US$ 3.52, up from US$ 3.03 at March 31st, 2010, returning 16.2% for the year. This represents an outperformance of its benchmark, the MSCI All Country World Index, which increased by 14.1%. The Fund’s share price for the same period, in dollar terms, increased by 18.5%.
During the past year, most of the world’s economies and markets continued to be unsettled. We have seen massive government intervention, most notably the stimulus programs to support economic recovery in the US and the sizeable loans by the EU to prevent sovereign defaults by member countries. At the time of writing, it does not appear that the global economic recovery has sufficiently recovered to allow the termination of extraordinary intervention in the markets by governments worldwide and the resumption of normal market forces. In addition, the full impact of natural disasters worldwide, especially in Japan, is not yet understood.
As we look to the future, attention will be focused on the impact on markets of changes in the value of the dollar, the possible end to quantitative easing in the US and inflation worldwide, whether caused by increases in commodity prices or currency valuations. The Fund’s Manager is actively seeking to take advantage of opportunities as the global recovery develops. Following this letter, the Manager has provided a review of the Fund’s performance for the financial year ended March 31st, 2011, focusing on the Fund’s strategies, major holdings and outlook.
In 2010 the Board appointed Westhouse Securities as the Fund’s Broker. The Board is working closely with Westhouse to expand interest in the Fund’s shares and improve liquidity. As part of that effort, this annual report has been redesigned to provide shareholders with expanded information about the Fund in a more attractive format. In addition, the Fund will shortly announce a new dedicated web site.
I am pleased to report that the discount control mechanism announced in May 2010 was effectively implemented since that time. This policy was administered by Westhouse Securities and Lazard and was closely managed by the Board. For the year ended March 31st, 2011, the average discount was 10.5%. The policy provides that if during the last quarter of the fiscal year the average discount exceeds 10%, a tender offer would be made (subject to receiving necessary shareholder approval). During that discount monitoring period the average discount was 9.3%. It is the policy of the Board to review the application of this policy throughout the year.
The Board also appointed Capita Company Secretarial Services (“Capita”) as Company Secretary to the Fund in January this year. Capita’s extensive experience in performing these secretarial services, as well as its extensive knowledge of the investment trust sector, are already proving to be an important asset to the Fund.
On May 23rd, 2011, the Board announced proposals for a bonus issue of Warrants to shareholders on a one for five basis. Documentation in relation to these proposals is currently being prepared and is expected to be dispatched to shareholders prior to the Fund’s Annual General Meeting in August.
We remain committed to the Fund’s investment objectives and strategies and believe that their execution will result in superior performance and create value for shareholders. We will continue to work with the Manager and our advisers to improve liquidity and enhance shareholder value. As always, I welcome any correspondence from shareholders.
Philip R. McLoughlin
Chairman
July 5th,2011
Manager’s Review
The past fiscal year was nothing if not eventful. Once in a lifetime revolutions swept across the Middle East/North Africa regions, closing down the Egyptian market for over two months, and sending oil prices soaring. Natural disasters hit Japan with an earthquake of 9.0 magnitude.
This was the second largest earthquake in recorded history, and resulted in the Japan stock market losing over 20% in two days. This, along with the continued attention to the nuclear crisis that resulted from the earthquake, dampened investor sentiment. Major emerging markets struggled to cope with food shortages and inflation, while European countries struggled to save the Euro and rescue its distressed members. The United States continued to be in the middle of a fierce partisan debate over the fiscal deficits, with the central bank caught between boosting economic growth with loose monetary policy and dealing with the possibility of creating inflation and exporting it to the rest of the world.
Major markets, despite the challenging macro developments, performed well during the year ended March 31st, 2011. The MSCI All Country World Index gained 14.1%, with 13.2% gains for Europe, 10.5% for Asia, 13.8% for Latin America, and 21.1% for Africa. Similarly, the MSCI Emerging Markets Index gained 15.9%, and the S&P 500 Index rose 15.7% over the same period.
Performance
The Fund outperformed its benchmark, the MSCI All Country World Index, on a net asset value basis, with a gain of 16.2% in US Dollar terms versus 14.1% for the benchmark. The World Trust Fund share price, as traded on the London Stock Exchange, rose 18.5% measured in US Dollar terms, and 12.1% when measured in Sterling.
Factors contributing to the outperformance are as follows:
Security Selection
Security selection continued to be a key driver of the Fund’s outperformance. The Fund benefited from investments in diversified global and general emerging market companies in Asia, Emerging Europe, and Developed Europe.
Corporate Action and Governance
Corporate actions, aimed at narrowing the discounts of our investments, gained momentum, and created value for the Fund. For the past year, corporate action and restructuring in our portfolio companies included increased dividend payouts, share buy backs, tender offers, spin-offs and separately listing their subsidiaries.
Performance (Annualized)
Share Data | 6 Months | 1 Year | 3 Years | 5 Years | 10 Years | ||||||
World Trust Fund Share Price (in GBP) | 9.3% | 12.1% | -1.2% | -4.3% | 5.3% | ||||||
World Trust Fund NAV (in GBP) | 7.9% | 9.5% | -1.6% | -3.0% | 5.7% | ||||||
World Trust Fund Share Price (in US$)* | 11.6% | 18.5% | -8.3% | -5.8% | 6.6% | ||||||
World Trust Fund NAV (in US$)* | 10.3% | 16.2% | -8.3% | -4.5% | 7.2% |
Mar 31st, |
Sep 30th, |
Mar 31st, |
|||||||||||||
2011 | 2010 | 2010 | |||||||||||||
Share Price (in GBP) | 1.97 | 1.80 | 1.76 | ||||||||||||
Share Price (in US$) | 3.16 | 2.83 | 2.66 | ||||||||||||
NAV (in GBP) | 2.19 | 2.03 | 2.00 | ||||||||||||
NAV (in US$) | 3.52 | 3.19 | 3.03 | ||||||||||||
Discount to NAV | -10.3% | -11.3% | -12.2% |
* Shown in GBP, converted where appropriate, using Foreign Exchange rate used by the Administrator.
** Shown in US Dollars and, since the conversion of UK Listing to GBP on October 30th, 2009, converted using Foreign Exchange rate used by the Administrator.
Portfolio Review
% | |||
Top 10 holdings as at March 31st, 2011 | Net Assets | ||
First Pacific Company Limited | 6.6% | ||
JPMorgan European Smaller Companies Trust plc | 5.8% | ||
New Germany Fund Inc. | 5.4% | ||
Eurazeo | 5.3% | ||
China Everbright Ltd | 5.0% | ||
Swiss Helvetia Fund Inc. | 4.2% | ||
Gabelli Dividend & Income Trust | 3.7% | ||
China Merchants China Direct Investments Ltd | 3.7% | ||
JPMorgan Emerging Markets Investment Trust plc | 3.4% | ||
Clough Global Opportunities Fund | 3.4% | ||
Total | 46.5% |
Top 5 Contributors and Detractors
For the year ended
March 31st, 2011
Contribution in | Contribution in | ||||||
Top 5 Contributors | Basis Points | Top 5 Detractors | Basis Points | ||||
First Pacific Company Limited | +253 | China Everbright Ltd | -129 | ||||
New Germany Fund, Inc. | +170 | Sinolink Worldwide Holdings Ltd | -47 | ||||
JPMorgan European Smaller Companies Trust plc | +160 | Eaton Vance Tax-Managed Global Buy-Write | -38 | ||||
Eurazeo | +103 | China Merchants China Direct Investments Ltd | -25 | ||||
Gabelli Dividend & Income Trust | +83 | BioTech Capital Ltd | -22 |
Geographic Diversification
While the Fund’s largest geographic allocation remains Asia, it is nevertheless broadly diversified across the major geographic regions and countries.
Diversification between developed and emerging markets
The World Trust Fund
Developed | 62.3% | |||
Emerging | 31.7% | |||
Unassigned | 6.0% |
MSCI AC World Index
Developed | 86.3% | |||
Emerging | 13.7% | |||
Unassigned | 0.0% |
Top 5 Country Weightings as at March 31st, 2011
The grid below lists the top 5 underlying country exposures for the end of this current year, as well as those in the two previous years, which continue to represent approximately 50% of the Fund.
2011 | 2010 | 2009 | |||||||||||||
United States | 21.5% | 16.6% | 20.1% | ||||||||||||
China | 10.4% | 11.0% | 9.6% | ||||||||||||
Japan | 8.2% | 8.3% | 8.9% | ||||||||||||
Germany | 6.4% | - | - | ||||||||||||
United Kingdom | 5.8% | - | - | ||||||||||||
Hong Kong | - | 7.3% | 8.4% | ||||||||||||
Philippines | - | 4.7% | - | ||||||||||||
France | - | - | 4.4% | ||||||||||||
52.3% | 47.9% | 51.4% |
No value indicates the country was not in the top 5 as at March 31st of the relevant year.
Major Investments
In order to provide our investors with insight into the Fund’s key investments, the following section will provide a brief description of some of the Fund’s top holdings. Stock selection is the key driver of returns for the Fund. The following four companies are portfolio investments in both the developed and developing global markets in which the Manager has conviction and represent opportunities for the Fund.
First Pacific Company Limited
First Pacific Company Limited is a Hong Kong-based investment management and holding company with its principal operations in Asia. The major business interests are in telecom, consumer food products, infrastructure and natural resources.
The company owns 26.5% of Philippine Long Distance Telephone Company, the leading telecom services provider in the Philippines, providing wireless and fixed-line services. It also owns 50.1% of Indofood, one of the world’s largest instant noodle manufacturers; 31.3% of Philex Mining Corp, the largest gold mine in the Philippines, 57.8% of IndoAgri, one of the largest crude palm oil plantation networks in the world, and 55.6% of Metro Pacific Investments, which focuses on water and power, and toll roads.
The companies held in First Pacific mostly have dominant market shares in their sectors, with strong profitability, substantial positive cash flow, and robust dividends.
New Germany Fund Inc.
New Germany Fund Inc. is a New York listed closed-end fund focusing on small and mid-cap German companies. The investment themes are geared towards German competitiveness, export strength, attractive valuations, and increased consumer spending from a growing economy.
China Everbright Ltd
China Everbright Ltd is a diversified financial services firm, operating in Hong Kong and mainland China, with business interests in China mainland brokerage, investment banking, direct investment and asset management. It owns 33% of Everbright Securities, one of the top 10 brokerage firms in China with 107 local branches; 4.5% of China Everbright Bank, the 11th largest Chinese bank with 605 branches across the country.
It is the only direct exposure to the China domestic capital market for non-China investors. It is also the only major asset management company listed on the Hong Kong Stock Exchange investing in alternative assets, such as private equity, real estate, energy, and infrastructure.
Both Everbright Securities and Everbright Bank were successfully listed on the China A-share market over the past two years.
Swiss Helvetia Fund Inc.
Swiss Helvetia Fund Inc. is a New York listed closed-end fund that invests primarily in Swiss stocks. The largest holdings are multinational large-cap stocks such as Nestle, Novartis, Roche, UBS, and Swatch Group. Most of these companies are industry leaders, with solid profitability, but at low valuation levels.
Swiss Helvetia recently announced a tender offer program, and further share repurchases, in an attempt to narrow discounts and enhance shareholder value.
Portfolio Hedging & Leverage
During the year ended March 31st, 2011 there was no portfolio hedging nor any short positions. As of March 31st, 2011 the Fund was 3% geared.
Corporate Actions & Restructuring
An important part of the Fund’s investment strategy is to invest in companies trading at compelling discounts, and then work closely with each company’s management team and board to help to create value through corporate actions aimed at narrowing the discounts.
The following are major holdings which had corporate actions or restructuring during the year.
First Pacific Company Limited – In February 2011, the company announced a spin-off of Indo Agri, a company where it indirectly owns a majority stake. In October 2010, the company announced the completion of the spin-off of the consumer branded businesses of Indofood.
ASA Ltd – In January 2011, the company elected Mike Mead as the new Chairman of the Board of Directors. Mr Mead was originally recommended to the board by the Fund’s Manager. The company is also committed to a future tender offer of 10% of outstanding shares, at a discount of 2%, if the discount is over 10% for a 12-week period.
New Germany Fund Inc – In July 2010, the board announced a series of up to 4 consecutive, semi-annual tender offers for 5% of the outstanding shares, if the shares trade at a discount of over 10% for a 12-week period. The board also announced a commitment to strong performance, enhanced marketing effort, and a substantial share repurchase program.
China Everbright Ltd – In March 2011, Beingmate Group, one of its private equity holdings and a major baby food producer, was listed on the Shenzhen Stock Exchange. In December 2011, iSoftstone, another of its private equity holdings, was listed on the New York Stock Exchange.
Gabelli Global Multi-media Fund – In April 2010, the company announced a dividend distribution policy of 10% per annum, in an effort to combat discounts. A dissident director was elected to the board.
Advance UK Trust – In March 2010, the company announced a voluntary liquidation to eliminate its discounts to the net asset value. In February 2011, the company announced that it has realized all of its investments, and cash will be distributed to investors.
SunAmerica Focused Alpha Growth Fund and SunAmerica Focused Alpha Large-Cap (FGI) – In November 2011, both companies conducted in-kind tender offers at a discount of 1.5%. The Fund successfully tendered 44.2% of their investment in SunAmerica Focused Alpha Growth, and 33% of our holdings in SunAmerica focused Alpha Large-cap.
Discount
The Fund traded at an average discount of 10.5% over the past year. During the period, the discount ranged from a high of 13.3% to a low of 7.2%. Over the discount monitoring period (first quarter of 2011), the average discount was 9.3%.
The weighted average discount of the Fund’s portfolio narrowed by 150 basis points, to 18.9% from 20.4%.
Outlook
We continue to see a challenging macro investment environment ahead. Inflationary concerns have been highlighted in both the emerging markets and the United States, while Europe and Japan struggle to recover from fiscal crises and natural disasters. Global equity market valuations remain relatively fair, and during this time of uncertainty we are finding a number of attractive investment opportunities in emerging market countries like China, the Philippines and Indonesia, as well as in the developed markets, including the United States, Japan and Germany. The average discount of our portfolio companies was 18.9%, which is 2.1% wider than the long term average of 1999–2010. The internal discount represents the value in our portfolio that the manager is actively seeking to narrow to enhance shareholder returns. As the old Chinese saying goes, “Interesting times beget interesting opportunities.” We are opportunists on a global basis.
Kun Deng, CFA
Lazard Asset Management LLC
Manager
July 5th,
2011
Directors
Philip R. McLoughlin (Chairman)
Duncan Budge*†
James A. Cave
*††
John M. Hignett**
Howard Myles*
Alexander E. Zagoreos
* Member of the Audit Committee
** Chairman of the Audit Committee
†
Member of the Nominations Committee
†† Chairman of the Nominations
Committee
Walter A. Eberstadt, OBE (Chairman Emeritus)
Directors’ Report
The Directors present their Report and the audited financial statements of The World Trust Fund (the “Fund”) for the year ended March 31st, 2011.
Business Review
Preparation of a Business Review is a not a mandatory requirement for the Fund, however the Board believes that such a review adds value to Shareholders and potential investors and ensures that the Fund adheres to industry best practice in respect of corporate governance and financial reporting.
The following review is included to inform Shareholders and potential investors and should be read in conjunction with the Chairman’s Statement and the Manager’s Review. The review contains the following disclosures:
• A description of the principal risks and uncertainties facing the Fund;
• Analysis of the development and performance of the Fund during the year;
• The position of the Fund’s business at the year end; and
• Analysis using Key Performance Indicators to enable understanding of the development and performance of the Fund’s business.
Status
The Fund is an investment company with limited liability organized as a ‘société anonyme’ under the laws of the Grand Duchy of Luxembourg and Article 72-3 of the amended law of August 10th, 1915 regarding commercial companies. The Fund is governed by section II of the Luxembourg law of December 17th, 2010 on Collective Investment Undertakings.
The Fund was incorporated in Luxembourg on June 20th, 1991 for an unlimited duration. The Fund’s Articles of Incorporation (the “Articles”) have been published in the ‘Mémorial, Recueil des Sociétés et Associations’ and they have been filed with the Registrar of the Luxembourg District Court, where copies thereof may be obtained.
The Fund’s shares are listed on the premium segment of the Official List of the UK Listing Authority and traded on the main market of the London Stock Exchange. Accordingly the Fund is subject to the requirements of the UK Listing Authority’s Rules.
The Fund’s Investment Objective and Investment Policy are disclosed above.
Performance measurement using Key Performance Indicators
At each Board meeting and in their review of the Semi-Annual and Annual Reports, the Directors consider a number of performance measures to assess the Fund’s results and evaluate the performance of the Manager. The Key Performance Indicators used for this purpose are established industry measures and are outlined below:
Net Asset Value (”NAV”) and Share Price: The NAV and Share Price of the Fund are included in the Financial Highlights and recent NAV and Share price performance is illustrated in the chart on page 5 in the full Audited Annual Report .
The Total Expense Ratio (”TER”): The TER is monitored by the Board and was 1.49% during the year (2010: 1.38%) as disclosed in Note 18. Discount to NAV: The historic discount to NAV statistics are shown in the Manager’s Review.
Portfolio analysis
A detailed review of how the Fund’s assets have been invested is contained in the Manager’s Review..
A list of the top 10 holdings of the Fund is shown above.
Information on corporate actions and restructuring undertaken by companies in the portfolio during the year is provided above.
Principal risks and uncertainties
Investment & Strategy: The Fund may underperform its benchmark as a result of poor stock selection or as a result of the Fund or portfolio investments being geared in a falling market.
All Board meetings are attended by the Manager, where reports on portfolio performance and strategy are provided. The Fund invests in a diversified portfolio of investment companies, including closed-end funds, investment trusts, holding companies and similarly traded companies, thereby spreading investment risk and reducing stock specific risk. The Board reviews the performance of the Manager on a quarterly basis.
Manager: Lazard Asset Management LLC has been the Manager of the Fund since its launch in 1991. Should the current Manager not be in a position to continue its management of the Fund, performance, liquidity and Shareholder confidence may be impacted.
Lazard Asset Management LLC is a diversified, global investment platform with over 250 investment personnel worldwide. The Board is kept informed of succession planning at the Manager and is made aware of any changes in key personnel.
Gearing: The use of gearing increases the possibilities for profit and the risk of loss. In addition, the level of interest rates in effect at the times of such borrowings will affect the operating results of the Fund.
The Board monitors and discusses the appropriate level of gearing at each meeting. The Fund’s policy on gearing is disclosed above.
Discount volatility: Discounts can fluctuate significantly both in absolute terms and relative to companies in the Fund’s peer group.
The Board actively seeks to manage the discount of the Fund and is responsible for share buybacks which may help to reduce the discount. The Board announced a discount management policy in May 2010 with the aim of managing the Fund’s discount. As part of this policy, if in the 90 days preceding the Fund’s financial year end the Ordinary Shares have been trading, on average, at a discount in excess of 10% to the underlying NAV per Share over the same period, the Fund will (subject to receiving necessary Shareholder approval) offer to purchase, by way of a tender offer, up to 15% of the Fund’s issued Share capital at a 2% discount to NAV per Share (less the costs and expenses of the tender offer). During the year 5,831,032 Ordinary Shares were repurchased for treasury (representing 10.7% of the shares in circulation as at the end of the year).
The Board has encouraged the Manager and Broker to market the Fund to new investors to increase demand in shares of the Fund, which may help to increase liquidity and reduce the discount.
Reputational: Failure to keep current and potential investors informed of the Fund’s performance and development could result in fewer shares being traded in the Fund on a daily basis, a reduction in share price and also lower investor confidence.
The Manager and Broker have been instructed by the Board to maintain frequent communication with current Shareholders and potential investors. The Fund makes announcements through a Regulatory Information Service in accordance with the requirements of the UK Listing Authority Rules.
Related party transactions
In May 2010 the Fund sought Shareholder support for a related party transaction designed to allow the exit of RIT Capital Partners, a long standing and substantial shareholder. All the shares were successfully placed in the market by the Broker so that none of the Fund’s resources were required for this purpose.
Related party transactions and Directors’ interests in contracts and agreements are disclosed in Notes 10, 13 and 14 to the financial statements.
Management arrangements
Throughout the year under review investment management services were provided by Lazard Asset Management LLC.
The Manager was appointed on July 1st, 1991. Under the terms of the agreement either party may terminate the agreement by giving three months’ prior written notice. Pursuant to this agreement, the Manager is entitled to an annual management fee of 0.75% of the value of the net assets of the Fund, payable quarterly in arrears. In addition there is an annual performance fee calculated over a two year period. Further information is disclosed in Note 3 to the financial statements.
Under the terms of the agreement the Fund has also agreed to indemnify the Manager from and against any and all liabilities, losses, damages, court costs and reasonable expenses, arising from the act or omission of the Manager, except to the extent that such liability results from a breach of the Manager’s fiduciary obligation with respect to the Fund or from fraud, wilful default or negligence in the performance or non performance by the Manager of its obligations or duties under the agreement.
Corporate Social Responsibility
The Fund does not have any employees and the Board is comprised solely of non-executive Directors. In carrying out its activities and in relationships with suppliers and stakeholders, the Fund aims to conduct itself responsibly, ethically and fairly.
Substantial share interests
The substantial interests in Shares of the Fund disclosed or known to the Board are shown in Note 15 to the financial statements.
Going Concern
After due consideration of the balance sheet and activities of the Fund and the Fund’s assets, liabilities, commitments and financial resources, the Directors have concluded that the Fund has adequate resources to continue in operational existence for the foreseeable future. For this reason, they have adopted the going concern basis in preparing the Financial Statements.
On behalf of the Board
Philip R. McLoughlin
Chairman
July
5th, 2011
Directors’ Responsibility Statement
The Directors are responsible for preparing this report and the financial statements in accordance with applicable law and regulations.
Directors are required to prepare financial statements for each financial year. The financial statements are required by law to give a true and fair view of the state of affairs of the Fund and the financial performance and cash flows of the Fund for that period.
In preparing those 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;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
• state whether applicable regulations have been followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Fund will continue in business.
The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the financial position of the Fund and to enable them to ensure that the financial statements comply with the applicable law.
The Directors are also responsible for ensuring that the Directors’ report and other information in the annual report is prepared in accordance with applicable law and regulations. They also have responsibility for safeguarding the assets of the Fund and for taking such steps as are reasonably open to them to prevent and detect fraud and other irregularities. The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Fund.
The Directors, to the best of their knowledge, state that:
• the financial statements, which have been prepared in accordance with the applicable set of accounting standards (being the legal and regulatory requirements in Luxembourg relating to investment funds) give a true and fair view of the assets, liabilities, financial position and profit or loss of the Fund as at March 31st, 2011 and for the financial year then ended; and
• the Annual Report includes a fair review of the development and performance of the business and the position of the Fund, together with a description of the principal risks and uncertainties that it faces. The Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Fund’s Auditor is unaware; and each Director has taken all the steps that ought to have been taken as a Director to make himself aware of any relevant audit information and to establish that the Fund’s Auditor is aware of that information.
On behalf of the Board
Philip R. McLoughlin
Chairman
July
5th, 2011
Non-Statutory Accounts
The financial information set out below does not constitute the Company’s statutory accounts for the period ended March 31st, 2011 but is derived from those accounts. Statutory accounts for 2011 will be delivered to the Registrar of Companies in due course. The Auditor has reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (ii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor’s report can be found in the Company’s full Annual Report and Accounts at www.uk.lazardnet.com.
Statement of Net Assets (in US$)
March 31st, 2011 | March 31st, 2010 | ||||||||||
Assets | |||||||||||
Securities portfolio at market value (Cost: US$ 167,304,184) | 197,385,807 | 182,908,202 | |||||||||
Cash | - | 3,364 | |||||||||
Income receivable on portfolio | 66,606 | 154,515 | |||||||||
Receivable on sales of securities | - | 105,049 | |||||||||
Total assets | 197,452,413 | 183,171,400 | |||||||||
Liabilities | |||||||||||
Bank liabilities | 7,038 | - | |||||||||
Payable on purchases of Fund shares | 658,413 | - | |||||||||
Interest payable on bank liabilities | 4,667 | 15,411 | |||||||||
Loan payable (see Note 19) | 4,620,000 | - | |||||||||
Accrued expenses | 537,699 | 436,265 | |||||||||
Total liabilities | 5,827,817 | 451,676 | |||||||||
Net Assets at the End of the Year | 191,624,596 | 182,719,724 | |||||||||
Number of Shares outstanding (see Note 6) | 54,386,318 | 60,217,350 | |||||||||
Net Asset Value per Share in US$ (see Note 1) | 3.52 | 3.03 | |||||||||
Equivalent Net Asset Value per Share in GBP (see Note 1) | 2.19 | 2.00 |
The accompanying notes are an integral part of the financial statements.
Shareholders’ Equity (in US$)
March 31st, 2011 | March 31st, 2010 | ||||||||||
Capital and Reserves | |||||||||||
Original Capital: 93,317,380 Shares at US$0.2 (See Note 6) | 18,663,476 | 18,663,476 | |||||||||
Share Premium | 70,220,782 | 70,220,782 | |||||||||
Legal Reserve (see Note 7) | 1,866,348 | 1,866,348 | |||||||||
Profit brought forward | 142,960,116 | 142,896,568 | |||||||||
Cost of 7,231,032 Shares held in Treasury (see Note 5) | (22,096,317) | (5,041,042) | |||||||||
Cost of 31,700,030 Shares cancelled (see Note 6) | (48,963,066) | (48,963,066) | |||||||||
Total Capital and Reserve | 162,651,339 | 179,643,066 | |||||||||
Repurchase of 1,334,756 Warrants | (8,631,613) | (8,631,613) | |||||||||
Net realized profit for the Year | 7,524,331 | 63,548 | |||||||||
Unrealized appreciation on securities | 30,081,623 | 11,644,814 | |||||||||
Unrealized depreciation on foreign exchange | (1,084) | (91) | |||||||||
Total Shareholders’ Equity | 191,624,596 | 182,719,724 |
The accompanying notes are an integral part of the financial statements.
Statement of Operations (in US$)
March 31st, 2011 | March 31st, 2010 | ||||||||||
Income | |||||||||||
Dividends, net | 4,406,699 | 3,983,799 | |||||||||
Interest on bank accounts | 866 | 985 | |||||||||
Total income | 4,407,565 | 3,984,784 | |||||||||
Expenses | |||||||||||
Management fees (see Note 3) | 1,385,359 | 1,196,593 | |||||||||
Professional fees (see Note 8) | 496,258 | 169,793 | |||||||||
Directors’ fees and expenses (see Note 10) | 329,597 | 336,536 | |||||||||
Custodian fees (see Note 9) | 126,408 | 104,940 | |||||||||
Central administration costs | 113,996 | 103,791 | |||||||||
Taxe d’abonnement (see Note 4) | 94,231 | 86,987 | |||||||||
Interest paid | 74,785 | 171,965 | |||||||||
Other expenses* | 137,596 | 135,408 | |||||||||
Total expenses | 2,758,230 | 2,306,013 | |||||||||
Net Investment Income | 1,649,335 | 1,678,771 | |||||||||
Net Realized Gain/Loss | |||||||||||
- on securities | 5,568,082 | (1,328,099) | |||||||||
- on forward foreign exchange contracts | (3,916) | (70,754) | |||||||||
- on foreign exchange | 310,830 | (216,370) | |||||||||
Total Net Realized Gain/Loss* | 5,874,996 | (1,615,223) | |||||||||
Change in Unrealized Gain/Loss | |||||||||||
On securities | 18,436,809 | 76,323,545 | |||||||||
On foreign exchange | (993) | 18,479 | |||||||||
Total Change in Unrealized Gains | 18,435,816 | 76,342,024 | |||||||||
Result of Operations** | 25,960,147 | 76,405,572 |
* The composition of 2010 expenses has been updated to reflect the presentation of 2011 expenses.
** Result of Operations is the sum of Net Investment Income, Total Net Realized Gain/Loss and Total Change in Unrealized Gains.
The accompanying notes are an integral part of the financial statements.
Statement of Changes in Net Assets (in US$)
Year Ended | Year Ended | ||||||||||
March 31st, 2011 | March 31st, 2010 | ||||||||||
Net Assets at the Beginning of the Year | 182,719,724 | 106,314,152 | |||||||||
Net investment income | 1,649,335 | 1,678,771 | |||||||||
Net realized gain/loss on securities | 5,568,082 | (1,328,099) | |||||||||
Net realized loss on forward foreign exchange contracts | (3,916) | (70,754) | |||||||||
Net realized gain/loss on foreign exchange | 310,830 | (216,370) | |||||||||
Total net realized gain/loss | 5,874,996 | (1,615,223) | |||||||||
Change in unrealized gain on securities | 18,436,809 | 76,323,545 | |||||||||
Change in unrealized gain/loss on foreign exchange | (993) | 18,479 | |||||||||
Total change in unrealized gain | 18,435,816 | 76,342,024 | |||||||||
Repurchase of Shares | (17,055,275) | - | |||||||||
Net Assets at the End of the Year | 191,624,596 | 182,719,724 |
The accompanying notes are an integral part of the financial statements.
Statistical Information about the Fund (in US$)
March 31st, 2011 | March 31st, 2010 | March 31st, 2009 | |||||||||||||
Total Net Assets | 191,624,596 | 182,719,724 | 106,314,152 | ||||||||||||
Net Asset Value per Share in US$ (see Note 1) | 3.52 | 3.03 | 17.66 | ||||||||||||
Equivalent Net Asset Value per Share in GBP (see Note 1) | 2.19 | 2.00 | N/A |
Statement of Changes in Shares Outstanding
For the Year Ended March 31st, 2011 (see Note 6) | ||||
Number of Shares Outstanding at the Beginning of the Year | 60,217,350 | |||
Number of Shares Repurchased (see Note 5) | (5,831,032) | |||
Number of Shares Outstanding at the End of the Year | 54,386,318 |
The accompanying notes are an integral part of the financial statements.
Statement of Investments and Other Net Assets (in US$) March 31st, 2011
Description | Shares | Market | Currency | % of total | |||||
value | net assets | ||||||||
(US$) | (US$) | ||||||||
Investments in Securities | |||||||||
Transferable Securities admitted to an Official Stock Exchange Listing | |||||||||
First Pacific Company Limited | 14,179,600 | 12,705,686 | HKD | 6.63 | |||||
JPMorgan European Smaller Companies Trust Plc | 750,000 | 11,189,289 | GBP | 5.84 | |||||
New Germany Fund Inc | 601,253 | 10,425,727 | USD | 5.44 | |||||
Eurazeo | 129,287 | 10,110,381 | EUR | 5.28 | |||||
China Everbright Ltd | 4,252,000 | 9,533,252 | HKD | 4.97 | |||||
Swiss Helvetia Fund Inc | 584,662 | 8,080,029 | USD | 4.22 | |||||
China Merchants China Direct Investments Ltd | 3,310,000 | 7,148,890 | HKD | 3.73 | |||||
Gabelli Dividend & Income Trust | 430,363 | 7,156,937 | USD | 3.73 | |||||
JPMorgan Emerging Markets Investment Trust Plc | 693,500 | 6,574,947 | GBP | 3.43 | |||||
Clough Global Opportunities Fund | 465,631 | 6,448,989 | USD | 3.37 | |||||
MS Asia Pacific Fund Inc | 377,655 | 6,435,241 | USD | 3.36 | |||||
GDL Fund | 471,780 | 6,383,183 | USD | 3.33 | |||||
Aberdeen Emerging Markets Ltd | 325,396 | 6,120,699 | USD | 3.19 | |||||
General American Investors Co Inc | 204,923 | 5,807,518 | USD | 3.03 | |||||
Finsbury Technology Trust Plc | 983,009 | 5,511,413 | GBP | 2.88 | |||||
Polar Capital Technology Trust Plc | 888,408 | 5,187,668 | GBP | 2.71 | |||||
ASA Ltd | 147,069 | 4,662,087 | USD | 2.43 | |||||
Advance Developing Markets Fund Ltd | 530,918 | 4,122,219 | GBP | 2.15 | |||||
JPM Fleming Japanese Investment Trust Plc | 1,385,000 | 3,827,078 | GBP | 2.00 | |||||
Central Europe and Russia Fund Inc | 81,175 | 3,678,039 | USD | 1.92 | |||||
Gabelli Global Multimedia Trust Inc | 442,800 | 3,458,268 | USD | 1.80 | |||||
JPM Fleming Japanese Smaller Companies Investment Trust Plc | 1,400,000 | 3,256,524 | GBP | 1.70 | |||||
The Taiwan Fund Inc | 154,200 | 2,865,036 | USD | 1.50 | |||||
SunAmerica Focused Alpha Growth Fund | 134,721 | 2,695,767 | USD | 1.41 | |||||
Merrill Lynch World Mining Trust Plc | 200,000 | 2,533,031 | GBP | 1.32 | |||||
China Fund Inc | 71,378 | 2,246,980 | USD | 1.17 | |||||
Sinolink Worldwide Holdings Ltd | 18,020,250 | 2,154,493 | HKD | 1.12 | |||||
SunAmerica Focused Alpha Large-Cap Fund Inc | 118,206 | 2,146,621 | USD | 1.12 | |||||
Macquarie Global Infrastructure Total Return Fund Inc | 111,512 | 2,031,749 | USD | 1.06 | |||||
Fidelity Japanese Values Plc | 2,300,000 | 2,015,476 | GBP | 1.05 | |||||
Mexico Fund Inc | 68,066 | 1,973,914 | USD | 1.03 | |||||
Oryx International Growth Fund Ltd | 500,000 | 1,925,039 | GBP | 1.00 | |||||
International Biotechnology Trust Plc | 779,900 | 1,914,206 | GBP | 1.00 | |||||
F&C Private Equity Trust Plc | 797,700 | 1,861,919 | GBP | 0.97 | |||||
Dexion Equity Alternative Ltd | 1,004,992 | 1,821,794 | GBP | 0.95 | |||||
LMP Capital and Income Fund Inc | 133,425 | 1,774,553 | USD | 0.93 | |||||
Schroder Japan Growth Fund Plc | 1,200,000 | 1,694,034 | GBP | 0.88 | |||||
Cohen & Steers Select Utility Fund Inc | 81,948 | 1,446,382 | USD | 0.75 | |||||
Herald Investment Trust Plc | 162,950 | 1,356,688 | GBP | 0.71 | |||||
Metro Pacific Investment Corp. | 15,160,000 | 1,138,747 | PHP | 0.59 | |||||
Adams Express Co | 90,400 | 1,026,944 | USD | 0.54 | |||||
The Henderson Smaller Companies Investment Trust Plc | 207,008 | 996,246 | GBP | 0.52 | |||||
Utilico Emerging Markets Ltd | 392,033 | 992,088 | GBP | 0.52 | |||||
Biotech Capital Ltd | 7,435,950 | 999,878 | AUD | 0.52 | |||||
Advance Frontier Markets Fund Ltd | 1,317,000 | 984,458 | USD | 0.51 | |||||
Invesco Perpetual UK Smaller Companies Investment Trust Plc | 319,406 | 983,790 | GBP | 0.51 | |||||
Prospect Japan Fund Ltd | 1,050,000 | 740,250 | USD | 0.39 | |||||
H&Q Life Sciences Investors | 48,173 | 579,039 | USD | 0.30 | |||||
Liberty All Star Equity Fund | 109,500 | 575,970 | USD | 0.30 | |||||
RAB Special Situations Co Ltd | 1,075,239 | 543,343 | GBP | 0.28 | |||||
Macau Property Opportunities Fund Ltd | 249,688 | 509,699 | GBP | 0.27 | |||||
Tau Capital Plc | 997,500 | 486,281 | USD | 0.25 | |||||
Advance Developing Markets Trust Plc | 146,664 | 452,911 | GBP | 0.24 | |||||
North Atlantic Smaller Companies Investment Trust Plc | 25,000 | 435,139 | GBP | 0.23 | |||||
RCM Technology Trust Plc | 265,000 | 346,467 | GBP | 0.18 | |||||
Dolphin Capital Investors Ltd | 475,000 | 307,655 | GBP | 0.16 | |||||
JPMorgan Emerging Markets Investment Trust Plc | |||||||||
- Subscription shares | 138,700 | 295,928 | GBP | 0.15 | |||||
JPMorgan Japanese Markets Investment Trust Plc | |||||||||
- Subscription shares | 280,000 | 186,408 | GBP | 0.10 | |||||
Gabelli Global Multimedia Trust Inc | 442,800 | 117,342 | USD | 0.06 | |||||
Vinacapital Vietnam Opportunity Fund Ltd | 65,896 | 108,070 | USD | 0.06 | |||||
Vinacapital Vietnam Opportunity Fund Ltd | 50,956 | 86,625 | USD | 0.05 | |||||
Fidelity Japanese Values Plc – Subscription Shares | 460,000 | 90,397 | GBP | 0.05 | |||||
Polar Capital Technology Trust Plc | 177,681 | 74,822 | GBP | 0.04 | |||||
Martin Currie Pacific Trust Plc | 8,104 | 35,426 | GBP | 0.02 | |||||
Throgmorton Trust Plc – Subscription Shares | 45,606 | 33,654 | GBP | 0.02 | |||||
195,409,323 | 101.97 | ||||||||
Other Transferable Securities | |||||||||
Undertakings in Collective Investments | |||||||||
Advanced Umbrella Fund Plc Emerging Markets A | 100,000 | 1,901,000 | USD | 0.99 | |||||
Money Market Instrument | |||||||||
State Street Institutional Investment Trust | 74,930 | 74,930 | USD | 0.04 | |||||
Companies in Liquidation* | |||||||||
F&C Event Driven Ltd | 20,800 | 554 | GBP | - | |||||
Advance UK Trust Plc | 275,518 | - | GBP | - | |||||
3i European Technology Trust Plc | 31,213 | - | GBP | - | |||||
Italy Fund Inc | 195,906 | - | USD | - | |||||
Trans Balkan Investments Ltd | 61,400 | - | GBP | - | |||||
Total Investments in Securities | 197,385,807 | 103.00 | |||||||
Other Net Assets/Liabilities | (5,761,211) | (3.00) | |||||||
Total Net Assets | 191,624,596 | 100.00 |
* Shares in liquidation and held at zero value unless otherwise advised by the liquidator.
Currency Exposure | |||||||||
United States Dollar (USD) | 92,518,628 | 48.28 | |||||||
British Sterling (GBP) | 61,075,852 | 31.88 | |||||||
Hong Kong Dollar (HKD) | 31,542,321 | 16.45 | |||||||
European Euro (EUR) | 10,110,381 | 5.28 | |||||||
Philippine Peso (PHP) | 1,138,747 | 0.59 | |||||||
Australian Dollar (AUD) | 999,878 | 0.52 | |||||||
197,385,807 | 103.00 |
The accompanying notes are an integral part of the financial statements.
Notes to the Financial Statements
Note 1 – General
The World Trust Fund (the “Fund”) is an investment company with limited liability organized as a «société anonyme» under the laws of the Grand Duchy of Luxembourg and Article 72–3 of the amended law of August 10th, 1915 regarding commercial companies. The Fund is governed by section II of the Luxembourg law of December 17th, 2010 on Collective Investment Undertakings.
The Fund was incorporated in Luxembourg on June 20th, 1991 for an unlimited duration. The Fund’s Articles of Incorporation (the ”Articles”) have been published in the ‘Mémorial, Recueil des Sociétés et Associations’.
The Fund’s primary investment objective is to achieve long-term capital appreciation, primarily through investments in closed-end funds, investment trusts, holding companies, and other similarly traded companies whose shares are listed or traded on international exchanges, and generally at a discount to net asset value.
The currency in which the Fund’s Shares are traded was changed from US$ to GBP on October 30th, 2009.
The equivalent Net Asset Value (‘’NAV’’) per Share in GBP represents the NAV per Share in US$ converted with the exchange rate at March 31st, 2011 (Note 6).
Note 2 – Significant Accounting Policies
a) Presentation of Accounts
The financial statements are presented in conformity with the legal and regulatory requirements in Luxembourg relating to investments funds. The Fund keeps its books and records in US$.
The presentation of the financial statements has been modified when compared to the presentation with respect to the year ended March 31st, 2010. As a consequence, in order to ensure comparability across both financial years reported, certain comparative figures for the year ended March 31st, 2010 have been reclassified.
b) Valuation
1) The NAV per Share is calculated in accordance with Article 22 of the Articles on each Valuation Date (as defined in the Articles).
The NAV per Share is determined by dividing the Net Assets of the Fund, being the value of its assets less liabilities, by the number of Shares then in issue.
2) In calculating the NAV per Share, income and expenditure are treated as accruing from day to day and the Articles provide, inter alia, that:
(i) securities which are quoted or dealt in on any stock exchange or other regulated market are valued at the settlement or closing price on the last full business day on which such exchange or market is open for trading preceding the applicable Valuation Date;
(ii) if securities are quoted, listed, traded or dealt on more than one stock exchange or regulated market, the Board of Directors (the “Board”) may select for the purposes of valuation the stock exchange or regulated market which they consider provides the fairest criterion of value for the relevant securities;
(iii) if securities, are not quoted or dealt on any stock exchange or regulated market or if, with respect to securities quoted or dealt on any stock exchange or dealt on any regulated market, the price as determined pursuant to paragraph (i) above is not representative of the fair market value of the relevant securities, the value of such securities will be determined by reference to their reasonably foreseeable sales price determined prudently and in good faith;
(iv) securities issued by any underlying open-end undertaking for collective investment are valued at their last available price or NAV, as reported or provided by such undertaking or their agents.
3) Purchases of securities are recorded at cost. Realized gains or losses on securities sold are computed on an average cost basis.
4) The value of cash in hand or on deposit, bills and notes payable on presentation, accounts due, prepaid expenses and dividends and interest declared and fallen due but not yet received generally consists of the nominal value of such assets. However, in the event that it seems improbable that such value can be realized, the value is determined by deducting a sum which the Board considers appropriate to reflect the realisable value of such asset.
5) Foreign currencies: Monetary assets and liabilities denominated in foreign currencies in the Statement of Net Assets are translated into US$ at the rates of exchange ruling at the date of the report. Transactions in foreign currencies are recorded in US$ based on the exchange rates applicable at the date of the transactions.
The following significant exchange rates have been applied for the conversion as of March 31st, 2011:
US$ | |||||||||||||||
1 | AUD | Australian Dollar | 1.034349720 | ||||||||||||
1 | EGP | Egyptian Pound | 0.167799312 | ||||||||||||
1 | EUR | Euro | 1.417199416 | ||||||||||||
1 | GBP | Pound Sterling | 1.604199152 | ||||||||||||
1 | HKD | Hong Kong Dollar | 0.128558665 | ||||||||||||
1 | PHP | Philippines Peso | 0.023041475 |
c) Income Recognition
Interest and dividend income is recorded on an accrual basis, net of any withholding taxes in the relevant country.
Note 3 – Management and Performance Related Fees
The Manager is entitled to receive a fee at the rate of 0.75% per annum calculated each quarter on the basis of the daily NAV per Share during the relevant quarter and paid quarterly.
At each fiscal year end, the appreciation over the previous 2 year period of the Fund against the Benchmark with net reinvested dividends is calculated and converted into a per annum rate. If the rate of appreciation of the Fund so calculated (the “Actual Rate”) exceeds by more than 5% the rate of appreciation of the Benchmark so calculated (the ”Reference Rate”), the Manager shall be entitled to a performance related fee at the rate of:
(i) 5% of the amount by which the NAV per Share has exceeded by 5% or more, but by less than 10%, and
(ii) 10% of the amount by which the NAV per Share has exceeded by 10% or more, but by less than 15%, and
(iii) 15% of the amount by which the NAV per Share has exceeded by 15% or more, but by less than 20%, and
(iv) 20% of the amount by which the NAV per Share has exceeded by 20% or more;
(in each case) per annum the compound growth rate of the Benchmark during the two preceding years, provided that the growth of the Benchmark during such period is positive.
As published in the January 2nd, 2010 circular to all Shareholders, an adjustment was made to the NAV per Share used for the purpose of calculating any performance fee payable in respect of the two-year period starting March 31st, 2008, in order to reflect the Fund’s underperformance of its Benchmark in the period March 31st, 2008 to March 31st, 2009. As such, for calculation of performance fee purposes only, the reference NAV per Share for March 31st, 2009 has been adjusted, from US$ 1.77 to US$ 2.56.
At an extraordinary general meeting (the “EGM”) of the Fund held on February 2nd, 2010, the proposed change of the Fund’s Benchmark from MSCI World Index to the MSCI All Country World Index was approved. The new Benchmark has been adopted by the Fund from April 1st, 2009. For the year ended March 31st, 2011, there was no performance fee payable by the Fund.
Out of its fees, the Manager will pay its own expenses and those of any investment advisers retained by it.
Note 4 – Taxes
As a Luxembourg investment company, under present laws the Fund is not subject to income taxes in Luxembourg. Irrecoverable taxes may be withheld at the source on dividends and interest received on investment securities.
According to the amended law of December 20th, 2002, the Fund is subject to Luxembourg subscription duty (‘taxe d’abonnement’) at the rate of 0.05% per annum of its Net Assets, such tax being payable quarterly on the basis of the Total Net Assets of the Fund at the end of the relevant quarter.
However the value of investments in other investment companies already subject to Luxembourg subscription duty is no longer subject to this tax.
Note 5 – Repurchases of Shares
During the year ended March 31st, 2011, the Fund made the following repurchases of its Shares, to be held in Treasury:
Date | Shares | GBP | |||||||||
per Share | |||||||||||
July 9th, 2010 | 270,000 | 1.655 | |||||||||
July 16th, 2010 | 515,000 | 1.64 | |||||||||
July 21st, 2010 | 543,000 | 1.643 | |||||||||
September 8th, 2010 | 39,346 | 1.73 | |||||||||
November 19th, 2010 | 50,000 | 1.875 | |||||||||
November 22nd, 2010 | 60,000 | 1.875 | |||||||||
November 23rd, 2010 | 120,000 | 1.87 | |||||||||
November 24th, 2010 | 50,000 | 1.87 | |||||||||
November 30th, 2010 | 250,000 | 1.87 | |||||||||
December 1st, 2010 | 55,000 | 1.871 | |||||||||
December 2nd, 2010 | 110,000 | 1.909 | |||||||||
December 6th, 2010 | 140,000 | 1.92 | |||||||||
December 7th, 2010 | 300,000 | 1.935 | |||||||||
December 13th, 2010 | 100,000 | 1.93 | |||||||||
December 23rd, 2010 | 700,000 | 1.955 | |||||||||
January 27th, 2011 | 61,500 | 1.965 | |||||||||
January 27th, 2011 | 338,500 | 1.965 | |||||||||
February 1st, 2011 | 190,000 | 1.94 | |||||||||
February 1st, 2011 | 210,000 | 1.94 | |||||||||
February 10th, 2011 | 500,000 | 1.93 | |||||||||
February 17th, 2011 | 360,000 | 1.94 | |||||||||
March 18th, 2011 | 113,586 | 1.83 | |||||||||
March 24th, 2011 | 543,600 | 1.86 | |||||||||
March 30th, 2011 | 211,500 | 1.935 | |||||||||
5,831,032 |
Note 6 – Capital
The Fund has authorised Share capital of US$30,000,000 represented by 150,000,000 Shares of a par value of US$0.2 each.
The initial subscribed capital amounted to US$45,000 and was represented by 45,000 Units (each Unit consists of five Shares and one Warrant).
All Units have been fully paid in cash of US$45,000 together with total issue premiums of US$180,000.
On September 27th, 1991, the Board decided to increase the capital to US$17,777,490 by the issue of 8,888,745 additional Shares and 1,773,249 additional Warrants attached thereto, against payment in cash of a total of US$17,732,490 and a total Share premium of US$66,496,838. This increase was approved by notarial deed dated October 18th, 1991.
The Warrant holders could exercise their subscription rights in any of the years 1996 to 2001 inclusive. Each Warrant gave the right to subscribe to one Share at a price of US$10.
By a resolution of the meeting of the Board dated June 6th, 2002, the Board decided to increase the capital by creation of 442,993 new Shares of US$2 each, with a Share premium of US$3,543,944. All the 442,993 Shares had been entirely subscribed and fully paid in cash, so that the amount of US$4,429,930 was received by the Fund.
The balance of the Warrants had been converted into Shares in accordance with the prospectus.
The Fund is required by Luxembourg law to transfer 5% of its yearly net profits to a non distributable legal reserve until such reserve amounts to 10% of the Fund’s nominal Share capital, this reserve is not available for dividend distribution.
At an EGM of the Fund held on June 27th, 2008, the Fund was granted the authority to make market purchases of up to 10% of its issued Share capital. Three further resolutions were proposed at this EGM, but since the requisite quorum was not obtained, a second EGM was held on July 31st, 2008, at which the following resolutions were proposed and duly passed:
1. reducing the Fund’s Share capital by cancelling the 3,170,003 Ordinary Shares held in Treasury and amending the articles of association (“Articles”) accordingly;
2. amending Article 20 of the Articles in order to comply with the Listing Rules and the price at which Ordinary Shares may be bought back by the Fund; and
3. amending the Articles in order to reflect a number of updates to the Luxembourg law of August 10th, 1915 concerning commercial companies.
At an EGM of the Fund held on February 2nd, 2010, the following resolutions were proposed and unanimously passed:
1. subdivision of the Share capital of the Fund so that Shareholders receive 10 New Ordinary Shares of nominal value US$ 0.2 each in exchange for each existing Share;
2. amending Article 20 of the Articles to reflect the amendments of the Luxembourg law of August 10th, 1915 concerning commercial companies in relation to share buy backs;
3. granting the Board authority to repurchase up to 14.99% of the Fund’s issued Share capital, provided that certain conditions are met.
From February 3rd, 2010, following the subdivision, the Fund’s Share capital amounts to 60,217,350 Ordinary Shares. The Fund’s issued Share capital consisted of 60,217,350 Ordinary Shares with voting rights, which included 5,831,032 shares held in Treasury, as at March 31st, 2011.
Note 7 – Legal Reserve
In accordance with Luxembourg requirements, at least 5% of the annual net profit must be transferred to a legal reserve. This requirement is satisfied when the reserve is equal to 10% of issued share capital.
The legal reserve is not available for distribution.
Note 8 – Professional Fees
For the year ended March 31st, 2011, the professional fees of US$ 496,258 had increased due to the following:
-services charged by Arbuthnot and Westhouse for corporate advisory and circular to shareholders
-fees paid to Trust Associates for non executive director search
-hiring of Capita Registrars
-increase in legal fees (fees paid to Wilmer for Gabelli Global Multimedia Trust).
Note 9 – Custodian Fees
The Custodian receives, under the terms of the Custodian Agreement, fees for its services at rates to be agreed from time to time between the Fund and the Custodian in accordance with Luxembourg practice.
Note 10 – Directors’ Fees and Expenses
Each of the Directors is paid a fee for his services at such a rate as the Board had determined provided that the aggregate of such fees shall not exceed US$ 500,000 per annum (in respect of the resolution of the Annual General Meeting held on August 17th, 2010) or such higher amount as may from time to time be determined by the Shareholders in General Meeting.
The Directors may also be paid all reasonable travelling, hotel and other expenses properly incurred by them in the course of their duties relating to the Fund.
The fees due to each Director for the year ended March 31st, 2011 were as follows:
Duncan Budge | GBP 25,000 | ||
James A. Cave | GBP 25,000 | ||
John M. Hignett | GBP 26,861 | ||
Philip R. McLoughlin** | GBP 33,111 | ||
Howard Myles* | GBP 12,500 | ||
Jeremy W. Sillem*** | GBP 13,220 | ||
Alexander E. Zagoreos | GBP 25,000 | ||
Walter A. Eberstadt, OBE**** | US$ 15,000 |
* The Board agreed to appoint Mr Myles as a Director of the Fund on October 19th, 2010 and he functioned as a Director from that date. He was formally appointed on February 1st, 2011.
** Mr McLoughlin succeeded Mr Sillem as Chairman of the Fund on August 17th, 2010.
*** Mr Sillem retired from the Board on August 17th, 2010.
**** Consultancy fees to Chairman Emeritus.
Note 11 – Commitments
Occasionally, the Fund will hedge its currency exposure against the US$. This will be done in expectation of the US$ strengthening against other currencies, and only for hedging purposes.
As of the date of the report, the Fund was not engaged in any forward exchange contracts or currency options.
Note 12 – Securities Lending
As of the date of the report, the Fund had no securities lending facility in place.
Note 13 – Beneficial and Non-Beneficial Interest of the Directors and Related Parties in the Share Capital
As of the date of the report, the beneficial and non-beneficial interests of the Directors and related parties in the Share capital are the following:
Beneficial | Non-Beneficial | ||||||||||
Shares | Shares | ||||||||||
Directors | |||||||||||
Philip R. McLoughlin (chairman) | 10,000 | - | |||||||||
Duncan Budge | - | - | |||||||||
James A. Cave | - | - | |||||||||
John M. Hignett | 450,000 | - | |||||||||
Howard Myles | - | - | |||||||||
Alexander E. Zagoreos | 577,750 | - | |||||||||
Chairman Emeritus | |||||||||||
Walter A. Eberstadt, OBE | 245,000 | 245,000 | |||||||||
Manager | |||||||||||
KUN Deng, CFA | 202,700 | - |
Note 14 – Directors’ Interest in Significant Contracts
Alexander E. Zagoreos is a Senior Advisor to Lazard Asset Management LLC. Walter A. Eberstadt was a Limited Managing Director of Lazard Frères & Co. LLC through December 31st, 2005. Mr Eberstadt is the Chairman Emeritus of the Fund and provides consultancy services to the Fund.
Note 15 – Substantial Shareholding
As of the date of the report, the Board was aware of the following interests in the Shares of the Fund:
Shares | Percentage of Issued Capital | Percentage of Issued Capital | |||||
(excluding treasury shares) | (including treasury shares) | ||||||
- FSA Denominator¹ | - Luxembourg Denominator² | ||||||
City of London Investment Management Co. Ltd | 12,796,360 | 23.68% | 21.25% | ||||
Clients of Lazard Fréres & Lazard Management | 10,351,830 | 19.16% | 17.19% | ||||
CCLA Investment Management Ltd | 6,000,000 | 11.10% | 9.96% | ||||
Lehman Brothers International (Europe)* | 4,443,230 | 8.22% | 7.38% | ||||
1607 Capital Partners LLC | 3,067,500 | 5.68% | 5.09% |
* The company has been in administration with PricewaterhouseCoopers since September 15th, 2008.
¹ Percentage based on voting rights of 54,038,063.
² Percentage based on total shares in issue of 60,217,350 (including 6,179,287 shares held in Treasury).
All issued Shares of the Fund are on deposit with a registered clearing house and, accordingly, with the exception of those Shareholdings of which the Board has been notified, the Board is not in a position to state the exact size of any Shareholdings in the Fund.
Note 16 – Changes of the Investment Portfolio
The changes in the investment portfolio during the period of the report are available at the registered office of the Fund without any fee.
Note 17 – Taxation of Interest Income (Savings Directive)
In accordance with the circular resolution of June 30th, 2005, the Board confirms the fiscal status of the Fund as out of the scope of the European Directive 2003/48/EC on taxation of savings income in the form of interest payments.
Note 18 – Total Expense Ratio (“TER”)
For the year ended March 31st, 2011, the TER was calculated using the following formula:
Total operating expenses / Average net assets X 100 = TER% where:
• the operating expenses represent expenses recorded on the Statement of Operations
• the average net assets represent the arithmetic mean of the total net assets over the year
• transaction costs and any other costs incurred in connection with currency hedging are not included in the TER
TER without Performance Fees | 1.49% | ||||
TER with Performance Fees* | 1.49% |
* As of the date of the report, the Fund has not accrued any Performance Fees.
Note 19 – Line of Credit Advanced
The Fund has an unsecured US$ 25 million Line of Credit Agreement (the “Agreement”) with Citibank, N.A. Interest on borrowings is payable at the Federal Funds rate plus 2.25%, on an annualized basis. Under the Agreement, the Fund has also agreed to pay a 0.25% per annum fee on the amount of the commitment. The total borrowing as of March 31st, 2011 was US$ 4,620,000.
For the year ended March 31st, 2011
-the Loan Payable was US$ 4,620,000
-the interest rate of the loan payable was 2.38%
-there was no maturity date for line of credit.
Note 20 – Subsequent Events
Since March 31st, 2011, the Fund has made the following repurchases of its Ordinary Shares, to be held in Treasury:
• May 6th, 2011 – 66,305 Shares at GBP 1.96 per Share
• June 1st, 2011 – 61,450 Shares at GBP 1.935 per Share
• June 15th, 2011 – 100,000 Shares at GBP 1.895 per Share
• June 30th, 2011 – 120,000 Shares at GBP 1.907 per Share
Following these purchases the Fund's issued share capital consists of 60,217,350 Ordinary Shares with voting rights (including 6,179,287 Ordinary Shares which are held in Treasury).
Annual General Meeting
The Company’s Annual General Meeting will be held August 16th, 2011 at 3:00 p.m. at the registered office of the Company at 49, avenue J.F. Kennedy, L-1855 Luxembourg.
National Storage Mechanism
A copy of the Annual Report and Financial Statements will be submitted shortly to the National Storage Mechanism (“NSM”) and will be available for inspection at the NSM, which is situated at: www.hemscott.com/nsm.do.
ENDS
Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.
Listing Category: Premium - Equity Closed-ended Investment Funds