TIDMAOF
Africa Opportunity Fund Limited (AOF.L)
Announcement of Unaudited Interim Results for the 6 month period to
30 June 2009
Africa Opportunity Fund Limited ("AOF" or the "Company"), the
closed-ended investment company which aims to achieve capital growth
and income through investments in value, arbitrage, and special
opportunities derived from the continent of Africa announces its
unaudited results for the 6 month period to 30 June 2009.
Highlights:
* AOF's net asset value per share of US$0.615 increased 21% from
the 31 December 2008 net asset value per share of US$0.511.
* As at 30 June 2009, AOF's investment allocation was 50% listed
equities, 40% Debt and 10% cash.
* Dividends in the amount of $0.0026 per share were paid on 8 April
2009 and 8 July 2009.
* AOF generated basic earnings per share of US$0.109 during the
first six months of 2009.
* AOF initiated a tender offer which closed on 26 February 2009.
* A distribution of US$0.3705 per share, net of fees, was made to
the exiting shareholders on 30 June 2009.
Investment Manager's Statement
NAV Performance and Market Conditions: The first half of 2009 was
eventful for AOF's portfolio, in what was generally an upbeat six
month period for world markets. The NAV was $0.62 per share as of 30
June, a rise of 21% from where it began 2009 and a rise of 21% from
where it began Q2. As a reference, in USD terms during the first
half of 2009 the S&P 500 rose 2%, South Africa rose 25%, Egypt rose
22%, but Kenya declined 4%, and Nigeria declined 21%.
Portfolio Highlights: During the period our holdings in Moto
Goldmines and Addax Petroleum were the subject of agreed takeover
bids. In the case of Moto, the Canadian listed Red Back Mining made
an all-share offer on 1 June which represented a 46% premium over the
then current share price and a transaction valued at $525 million.
Subsequent to 30th June Randgold Resources announced a cash and
shares offer in conjunction with Anglogold Ashanti that was a slight
improvement in value but offered the certainty of a partial cash
payment. Year to date AOF has earned a 172% return on its Moto
investment.
In the case of Addax, the China Petroleum Corporation (Sinopec) made
an all-cash offer on 24 June which represented a 47% premium over the
share price prior to disclosure on 5 June by Addax that it was in
discussions with potential acquirers. The transaction is valued at
$8.8 billion and was described as "transformational" by Sinopec. It
is a remarkable turn of events from the end of last year. In
November, for example, AOF purchased convertible bonds in Addax at
less than 50% of par and we purchased shares in Addax at less than
$20. The bonds have a change of control put and will be redeemed at
par as part of the transaction, and the takeover price for the shares
of $52.80 represents a 133% return from where Addax shares began the
year.
Also during the period, one of our fixed income holdings, Katanga
Mining, appreciated 70% in value to 65% of par from a low of 35% in
March. This was the result of Glencore's announcement that it would
underwrite a $250 million equity rights offering, meaning that this
new money would support the company in a junior position to AOF's
bonds. While the transaction resulted in Glencore acquiring
ownership in the range of 78% of Katanga's outstanding equity, it
represents a substantial commitment to Katanga and to the DRC, and is
very good news for bondholders.
AOF recently acquired subordinated notes issued by Old Mutual PLC, a
FTSE 100 investment grade company that earned more than 70% of its
adjusted operating profits in Africa in 2007 and 2008. The notes rank
senior to the equity in the capital structure and enjoy a $7 billion
equity cushion provided by those shares, but were priced in the 30s
at current yields between 16% and 20%. At those levels, the notes
could triple in price and still trade below par. As with many
insurance companies in the world today, Old Mutual's balance sheet is
stretched, the dividend on the ordinary shares has been cancelled,
and the market is valuing the shares below book value. However, Old
Mutual remained profitable in 2008, it retains an investment grade
rating, and in our judgment is adequately capitalized. While the
market may prize the liquidity of the ordinary shares and view a 30%
discount to book value as a margin of safety, we are delighted to
accept illiquidity for a high yield and a 90% discount to book value.
Elsewhere in the portfolio challenges remain. Diamondcorp has
encountered operational delays and is running short of cash, and the
Ivory Coast has defaulted on its Sphynx notes. However, overall the
portfolio is performing well amidst a difficult economic environment.
Portfolio Appraisal Value: As of 30th June, the Manager's appraisal
of the intrinsic economic value of the portfolio was $0.78 per
share. The market price of $0.48 as of 30 June, represents a 38%
discount. Note the Appraisal Value is intended to provide a measure
of the Manager's long-term view of the attractiveness of AOF's
portfolio. It is a subjective estimate, and does not tell when that
value will be realized, nor does it guarantee that any particular
security will reach its Appraisal Value.
Strategy: We are focused on investing in companies with minimal debt
and little need to access the capital markets, with a particular
emphasis on goods and services in short supply in Africa. Market
leading, cash generative businesses are trading at historically low
valuations, and where we can find companies offering a single digit
PE, significant free cash flow, and a secure market position, we will
look to deploy risk capital. At the same time, in the realm of fixed
income, where we can find a 20%+ yield to maturity and high asset
coverage with a loan-to-value ratio better than 50%, we will also
look to deploy risk capital.
Tender Offer: AOF announced a tender offer in early February which
was closed on the 26th of February. Shareholders were given the
option to submit fully 100% of their holdings for redemption. Given
the severe pressures on the investment community, including some of
AOF's shareholders, the Manager is pleased that 37% of holders chose
to remain invested, and is working diligently to provide rewarding
long term returns for its smaller but newly committed shareholder
base.
Africa Opportunity Partners
CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD 1 JANUARY THROUGH 30 JUNE 2009 AND
2008
Note For the Half For the Half
Year Year
Ended 30 Ended 30 June
June 2009 2008
USD USD
Revenue
Interest income 811,715 3,650,710
Dividend income 983,027 1,232,947
Profit on financial assets at fair
value through profit or loss 980,634 1,883,603
Liquidation fee income 1,505,413 -
Other income 833,957 147,322
5,114,746 6,914,582
Expenses
Management fee 178,437 1,224,839
Custodian, secretarial and
administration fees 100,642 261,091
Brokerage fees and commissions 6,194 311,475
Audit fees 7,566 26,000
Directors' fees 22,144 59,672
Other operating expenses 8,669 62,177
Losses on financial assets at fair
value through profit or loss - 175,163
Realised exchange loss 63,901 -
Unrealised exchange loss on fixed
deposit - 54,773
387,553 2,175,190
Gain for the period 4,727,193 4,739,392
Attributable to:
Equity holders of the Company 4,649,609 4,701,070
Minority interest 77,584 38,322
4,727,193 4,739,392
Basic gain per share for gain
attributable to the 9
equity holders of the Company
during the period 0.1091 0.0376
Note: First half 2009 figures are for the continuing shareholders
only. 42,630,327 or 36.9% of the shares remained post the February
2009 tender offer. Comparative figures should be viewed in this
context.
The notes form an integral part of these financial statements.
CONSOLIDATED BALANCE SHEET
FOR THE PERIOD 1 JANUARY THROUGH 30 JUNE 2009 AND 2008
Notes As at 30 June As at 30 June
2009 2008
USD USD
ASSETS
Held-to-maturity financial assets - 4,730,042
Financial assets at fair value 4 24,257,275 102,654,956
through profit or loss
Trade and other receivables 5 1,098,068 2,125,459
Cash and cash equivalents 6 3,116,285 16,656,293
Liquidation assets 5,290,748 -
Total assets 33,762,376 126,166,750
EQUITY AND LIABILITIES
Equity attributable to equity
holders of the parent
Share capital 7 426,303 1,250,000
Share premium 39,541,433 118,077,481
Retained losses (13,738,621) 4,535,042
Shareholders' interests 26,229,115 123,862,523
Minority interest 495,189 784,800
Total equity 26,724,304 124,647,323
LIABILITIES
Trade and other payables 8 1,747,324 1,519,427
Deferred liability - liquidation 5,290,748 -
Total equity and liabilities 33,762,376 126,166,750
Note: First half 2009 figures are for the continuing shareholders
only. 42,630,327 or 36.9% of the shares remained post the February
2009 tender offer. Comparative figures should be viewed in this
context.
The notes form an integral part of these financial statements.
AFRICA OPPORTUNITY FUND LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 1 JANUARY THROUGH 30 JUNE 2009
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
Issued Share Retained Minority Total
capital premium Losses Total interest Equity
USD USD USD USD USD USD
At 01
January 2008 1,250,000 119,489,981 (166,028) 120,573,953 746,478 121,320,431
Shares buy
back (94,900) (6,262,650) - (6,357,550) - (6,357,550)
Loss for the
year - - (49,658,231) (49,658,231) (328,873) (49,987,104)
Dividend - (5,486,263) - (5,486,263) - (5,486,263)
At 31
December
2008 1,155,100 107,741,068 (49,824,259) 59,071,909 417,605 59,489,514
Attributable
to the
liquidation
pool * (728,797) (67,977,957) 31,436,029 (37,270,725) - (37,270,725)
Profit for
the period
ended 30
June 2009 - - 4,649,609 4,649,609 77,584 4,727,193
Dividend - (221,678) - (221,678) - (221,678)
At 30 June
2009 426,303 39,541,433 (13,738,621) 26,229,115 495,189 26,724,304
* Adjustment to record tender offer share buyback and cancellation
and to allocate pro-rata share of loss to the liquidating
shareholders for losses incurred inception to 27 February 2009.
The notes form an integral part of these financial statements.
AFRICA OPPORTUNITY FUND LIMITED
CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 1 JANUARY THROUGH 30 JUNE 2009 AND 2008
For the Period For the Period
Ended 30 June Ended 30 June
2008 2008
USD USD
Cash flows from operating
activities
Loss for the year/ period 4,727,193 4,739,392
Adjustment for:
Losses attributable to liquidating
pool 31,436,029 -
Stated capital attributable to
liquidating pool (68,706,754) -
Assets attributable to liquidating
pool 33,785,430 -
Interest income (811,715) (3,650,711)
Loss/(Gain) on financial assets at
fair value through profit or loss (1,678,649) (1,883,603)
Dividend income (983,027) (1,232,947)
Exchange difference on fixed
deposit - (82,842)
Operating loss before working
capital changes (2,231,493) (2,110,711)
Decrease/(increase) in other
receivables and prepayments 196,179 233,442
Increase in other payables and
accrued expenses 130,717 1,291,528
Net cash (used in) / generated from
operating activities (1,904,597) (585,741)
Interest received 811,715 3,650,711
Purchase of financial assets at
fair value through profit or loss (7,935,602) (51,104,465)
Disposal of financial assets at
fair value through profit or loss 8,712,005 2,790,000
Dividend received 983,027 1,232,947
Loss on disposal - 175,163
Net cash used in investing
activities 2,571,145 (43,255,644)
Cash flows from financing
activities
Dividend paid (221,678) (1,412,500)
Shares buy back - -
Net cash flow (used in) / generated
from financing activities (221,678) (1,412,500)
Net (decrease) / increase in cash
and cash equivalents 444,870 (45,253,885)
Cash and cash equivalent at the
start of the year / period 2,671,415 61,827,336
Exchange Difference on fixed
deposits - 82,842
Cash and cash equivalent at the end
of the year / period 3,116,285 16,656,293
The notes form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 JANUARY THROUGH 30 JUNE 2009
1. GENERAL INFORMATION
Africa Opportunity Fund Limited (the "Company") was launched with an
Alternative Market Listing "AIM" in July 2007. A secondary listing
was obtained on the Channel Islands Stock Exchange ("CISX") in
November 2007.
Africa Opportunity Fund Limited is a closed-ended fund incorporated
with limited liability and registered in Cayman Islands under the
Companies Law on 21 June 2007 and with registered number MC-188243.
The Company is domiciled at PO Box 309 GT, Ugland House, South
Church Street, George Town, Grand Cayman, Cayman Islands.
The Company aims to achieve capital growth and income through
investment in value, arbitrage, and special situations investments in
the continent of Africa. The Company therefore may invest in
securities issued by companies domiciled outside Africa which conduct
significant business activities within Africa. The Company will have
the ability to invest in a wide range of asset classes including real
estate interests, equity, quasi-equity or debt instruments and debt
issued by African sovereign states and government entities.
The Company's investment activities are managed by Africa Opportunity
Partners Limited, a limited liability company incorporated in the
Cayman Islands and acting as the investment manager pursuant to an
Investment Management Agreement dated 18 July 2007.
To ensure that investments to be made by the Company, and the returns
generated on the realisation of investments, are both effected in the
most tax efficient manner, the Company has established Africa
Opportunity Fund L.P. as an exempted limited partnership in the
Cayman Islands. All investments made by the Company will be made
through the limited partnership. The limited partners of the limited
partnership are the Company, AOF CarryCo Limited and Millenium
Special Opportunities Holdings Ltd. The general partner of the
limited partnership is Africa Opportunity Fund (GP) Limited.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these
unaudited interim financial statements are set out below. These
policies have been consistently applied in dealing with items which
are considered material in relation to the consolidated financial.
Statement of compliance
The financial statements are prepared in accordance with
International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standard Board (IASB).
Basis of preparation
The financial statements have been prepared under the historical cost
convention, as modified by the fair valuation of financial assets at
fair value through profit or loss.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires the Board of Directors to exercise its judgement in the
process of applying the Group's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements
are disclosed in Note 3.
Basis of consolidation
The consolidated financial statements comprise the financial
statements of the Company and its subsidiaries (referred to as the
"Group") as at 30 June 2009.
Subsidiaries are fully consolidated from the date of acquisition,
being the date on which the Group obtains control and continue to be
consolidated until the date that such control ceases.
The financial statements of the subsidiaries are prepared for the
same reporting period as the parent company, using consistent
accounting policies.
All intra-group balances, income and expenses and unrealised gains
and losses resulting from intra-group transactions are eliminated in
full.
Minority interests represent the portion of profit or loss and net
assets not held by the Group and are presented separately in the
Income Statement and within equity in the Statement of Changes in
Equity from parent shareholders' equity.
Foreign currency translation
(a) Functional and presentation currency
The Group's consolidated financial statements are presented in USD
which is the Group's functional currency. That is the currency of
the primary economic environment in which Africa Opportunity Fund
Limited ("the Company") operates. Each entity in the Group
determines its own functional currency and items included in the
financial statements of each entity are measured using that
functional currency. The functional currency of the entities within
the Group is USD. The Group chose USD as the presentation currency.
(b) Transactions and balances
Transactions in foreign currencies are initially recorded at the
functional currency rate prevailing at the date of transaction.
Monetary assets and liabilities denominated in foreign currencies are
retranslated at the functional currency spot rate of the exchange
ruling at the balance sheet date. All differences are taken to the
income statement. Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions.
Non-monetary items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value
is determined.
Financial assets
The Group classifies its financial assets in the following
categories: at fair value through profit or loss, loans and
receivables and held-to-maturity financial assets. The
classification depends on the purpose for which the financial assets
were acquired. Management determines the classification of its
financial assets at initial recognition.
(i) Financial assets at fair value through profit or loss
Financial assets designated at fair value through profit or loss at
inception are those that are managed and their performance evaluated
on a fair value basis in accordance with the Group's documented
investment strategy. The Group's policy is for the Investment Manager
and the partners to evaluate the information about these financial
assets on a fair value basis together with other related financial
information.
The Group determines the classification of its financial assets on
initial recognition and, where allowed and appropriate, re-evaluates
this designation at each financial year end.
Recognition
Regular-way purchases and sales of financial assets are recognised on
the trade date which is the date on which the Group commits to
purchase the asset. Regular way purchases or sales are purchases or
sales of financial assets that require delivery of assets within the
period generally established by regulation or convention in the
market place.
Measurement
When financial assets are recognised initially, they are measured at
fair value, plus, in the case of investments not at fair value
through profit or loss directly attributable transactions costs.
Gains and losses arising from changes in the fair value of the
'financial assets at fair value through profit or loss' category are
presented in the income statement in the period in which they arise.
Interest income from financial assets at fair value through profit or
loss is recognised in the income statement within interest income
using the effective interest method. Dividend income from financial
assets at fair value through profit or loss is recognised in the
income statement within dividend income when the Group's right to
receive payments is established.
(ii) Held-to-maturity financial assets
Non-derivative financial assets with fixed or determinable payments
and fixed maturities are classified as held to-maturity when the
Group has the positive intention and ability to hold to
maturity. After initial measurement held-to maturity investments are
measured at amortised cost using the effective interest method less
allowance for impairment. Gains and losses are recognised in profit
or loss when the investments are derecognised or impaired, as well as
through the amortisation process.
(iii) Loans and receivables
Loans and receivables are non-derivatives financial assets with fixed
or determinable payments that are not quoted in an active market.
Such financial assets are carried at amortised cost using the
effective interest rate method. Gains and losses are recognised in
the consolidated income statement when the loan and receivables are
derecognised or impaired, as well as through the amortisation
process.
(iv) Fair value estimation
Securities listed on a stock exchange or traded on a regulated market
are valued as of the last closing price on such exchange or market.
If no such price is available, the price is determined as the mean of
the bid and ask price for such day. If no such price is available or
if the market price is not representative of the fair market value,
the security is valued based on quotations readily available from
principal-to-principal markets, financial publications, recognised
pricing services or upon the good faith estimate of fair value in
accordance with IFRS, in consultation with the Investment Manager.
(iv) Fair value estimation
Private securities without public markets or the availability of
indicative quotes are valued by the Investment Manager at its best
approximation of fair value. The Investment Manager utilises
financial models to value these investments utilising multiple
investment methodologies or techniques as appropriate, including
discounted cash flows, comparative evaluations, etc.
(v) Impairment of financial assets
The Group assesses at each balance sheet date whether a financial
asset is impaired.
Assets carried at amortised cost
If there is objective evidence that an impairment loss on assets
carried at amortised cost has been incurred, the amount of the loss
is measured as the difference between the asset's carrying amount and
the present value of estimated future cash flows (excluding future
expected credit losses that have not been incurred) discounted at the
financial asset's original effective interest rate (i.e. the
effective interest rate computed at initial recognition). The
carrying amount of the asset is reduced through use of an allowance
account. The amount of the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss
decreases can be related objectively to an event occurring after the
impairment was recognised, the previously recognized impairment loss
is reversed, to the extent that the carrying value of the asset does
not exceed its amortised cost at the reversal date. Any subsequent
reversal of an impairment loss is recognised in profit or loss.
Derecognition
A financial asset (or, where a part of a financial asset or part of a
group of similar financial assets) is derecognised when:
* The rights to receive cash flows from the asset have expired;
* The Group retains the right to receive cash flows from the asset,
but has assumed an obligation to pay them in full without
material delay to a third party under a 'pass through'
arrangement; or
* The Group has transferred its rights to receive cash flows from
the asset and either (a) has transferred substantially all the
risks and rewards of the asset, or (b) has neither transferred
nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from
an asset and has neither transferred nor retained substantially all
the risks and rewards of the asset nor transferred control of the
asset, the asset is recognised to the extent of the Group's
continuing involvement in the asset. Continuing involvement that
takes the form of a guarantee over the transferred asset is measured
at the lower of the original carrying amount of the asset and the
maximum amount of consideration that the Group could be required to
repay.
Financial liabilities
Derecognition
A financial liability is derecognised when the obligation under the
liability is discharged or cancelled or expired.
When an existing liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing
liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in profit or loss.
Share capital
Ordinary shares are classified as equity.
Revenue recognition
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured. Revenue is measured at the fair value of the
consideration received, excluding discounts, rebates and sales taxes
or duty.
Interest income:
Revenue is measured as interest accrues using the effective interest
rate.
Interest on bonds and debentures:
Revenue is measured as interest accrues using the effective interest
rate.
Dividend income:
Revenue is recognised when the Group's right to receive the payment
is established.
Other payables
Other payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest
method.
Provision
A provision is recognised when and only when there is a present
obligation (legal or constructive) as a result of a past event, and
it is probable that an outflow embodying economic benefits will be
required to settle that obligation and a reliable estimate can be
made of the amount of the obligation. Provisions are reviewed at each
balance sheet date and adjusted to reflect the current best estimate.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank. Cash equivalents are
short term, highly liquid investments that are readily convertible to
known amounts of cash and which are subject to an insignificant risk
of change in value.
Related parties
For the purposes of these financial statements, parties are
considered to be related to the Group if they have the ability,
directly or indirectly, to control the Group or exercise significant
influence over the Group in making financial and operating decisions,
or vice versa, or where the Company is subject to common control or
common significant influence. Related parties may include key
management personnel and close family members.
Dividend distribution
Dividends are declared and paid to the shareholders when the
directors are satisfied that the Company has sufficient cash
resources to do so.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to
make judgements, estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities at the
reporting date. However, uncertainty about these assumptions and
estimate could result in outcomes that require a material adjustment
to the carrying amount of the asset or liability affected in future
periods.
Critical accounting judgements in applying the Group's accounting
policies
In the process of applying the Group's accounting policies, which are
described in Note 2, the directors have made the following judgements
that have the most effect on the amounts recognised in the financial
statements:-
(i) Determination of functional currency
The determination of the functional currency of the Group is critical
since recording of transactions and exchange differences arising
thereon are dependent on the functional currency selected. As
described in Note 2, the directors have considered those factors
therein and have determined that the functional currency of the Group
is the United States Dollar.
(ii) Fair value of other financial instruments
The fair value of financial instruments that are not traded in an
active market is determined by using valuation techniques including
comparable valuation and Black Scholes model. The Group uses its
judgement to select a variety of methods and make assumptions that
are mainly based on market conditions existing at each balance sheet
date. The judgements include considerations of inputs such as
liquidity risk, credit risk and volatility. Changes in assumptions
about these factors could affect the reported fair value of the
financial instrument.
(iii) Impairment of financial assets
The Group follows the guidance of IAS 39 to determine when
held-to-maturity financial assets and receivables are impaired.
4. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
1 January through 1 January through
30 June 2009 30 June 2008
USD USD
Designated at fair value
through profit or loss:
At start of year 57,140,459 52,635,051
Additions 8,030,641 51,104,465
Disposals (8,712,006) (2,790,000)
Net gain on financial assets
at fair value through profit
or loss 1,583,606 1,708,440
Allocation of assets to
liquidation pool as of
calculation date (33,785,426) -
At 30 June 24,257,275 102,654,956
Analysis of portfolio:
- Listed equity securities 13,900,094 45,338,089
- Listed debt securities 10,072,240 57,316,867
- Unlisted debt securities 284,941 -
24,257,275 102,654,956
5. TRADE AND OTHER RECEIVABLES
30 June 2009 30 June 2008
USD USD
Interest receivable on bonds 648,759 2,125,459
Dividend receivable 177,634 -
Other receivables 271,675 -
1,098,068 2,125,459
The receivable are neither past due nor impaired. Interest receivable
on bonds are due within six months.
6. CASH AND CASH EQUIVALENTS
30 June 2009 30 June 2008
USD USD
Fixed deposit account - Barclays Bank
PLC - 9,240,516
Fixed deposit account - Newedge 2,856,787 -
Call deposit account - Barclays Bank
PLC 259,498 2,470,550
Fixed deposit account - WestLB AG - 4,945,227
3,116,285 16,656,293
7. SHARE CAPITAL
2009 2009
Number USD
Authorised share capital
Ordinary shares with a par value of USD
0.01 1,000,000,000 10,000,000
2008 2008
Number USD
Share capital
Opening balance 125,000,000 1,250,000
Shares buy back (9,490,000) (94,900)
As at 31 December 2008 115,510,000 1,155,100
2009 2009
Number USD
Opening balance 115,510,000 1,155,100
Exercise of tender offer (72,879,673) (728,797)
As at 30 June 2009 42,630,327 426,303
On February 26 a tender offer was passed pursuant to an approval by
the Board of Directors. 72,879,673 shares were tendered. These
shares were treated as purchased and cancelled on the calculation
date of 27 February 2009 with the applicable tender consideration
outstanding treated as a deferred liability of the Company.
The directors have the general authority to repurchase the ordinary
shares in issue subject to the Company having funds lawfully
available for the purpose. However, if the market price of the
ordinary shares falls to a discount to the Net Asset Value, the
directors will consult with the Investment Manager as to whether it
is appropriate to instigate a repurchase of ordinary shares.
8. TRADE AND OTHER PAYABLES
30 June 2009 30 June 2008
USD USD
Dividend Payable 110,839 -
Accrued expenses 166,590 195,203
Option obligations 698,014 -
Other payables 771,881 1,324,224
1,747,324 1,519,427
Other payables are non-interest bearing and are due on demand.
9. GAIN PER SHARE
Basic gain per share is calculated by dividing the gain attributable
to equity holders by the weighted average number of ordinary shares
in issue during the period excluding ordinary shares purchased by the
Company (including those repurchased in accordance with the Tender
Offer) and held as treasury shares.
The Company's diluted gain per share is the same as basic gain per
share, since the Company has not issued any instrument with dilutive
potential.
2009 2008
Gain attributable to equity holders
of the Company USD 4,649,609 4,701,070
Weighted average number of ordinary
share in issue 42,630,327 125,000,000
Basic gain per share US cents 10.91 3.76
Gains or losses for the period 1 January through 27 February
(Calculation Date) attributable to the liquidation pool have been
allocated to same as an adjustment to the liquidation pool deferred
liability.
10. TAXATION
Under the current laws of Cayman Islands, there is no income, estate,
transfer sales or other Cayman Islands taxes payable by the Fund. As
a result, no provision for income taxes has been made in the
financial statements.
11. EVENTS DURING REPORTING PERIOD
Tender offer
On 4 February 2009, the Board of Directors of the Company resolved to
make a tender offer, conditional upon shareholder approval , to
purchase up to 100% of ordinary shares in issue. A circular setting
out the terms and conditions of the Company was posted to the
shareholders of the Company to that effect, and was subsequently
approved by the shareholders.
The tender offer process closed on 26 February 2009 and the Company
received irrevocable tender forms from its shareholders in respect of
72,879,673 ordinary shares in the Company, which represent 63.09% of
the issued ordinary shares eligible for tender pursuant to the tender
offer. Effective as of the Calculation date of 27 February 2009, the
tendered shares were treated as purchased and cancelled with
applicable Tender Consideration left outstanding as a deferred
liability of the Company.
The resulting ordinary shares outstanding subsequent to the
cancellation of the tendered shares is 42,630,327. Effective 4
March 2009, the Company's ordinary shares were de-listed from the
Official List of the Channel Islands Stock Exchange, LBG and shares
are exclusively traded on the AIM Market of the London Stock
Exchange.
On 30 June 2009 a tender consideration distribution was made to the
tendered shareholders in the amount of USD $0.3705 per share, net of
fees. The Company received a fee of $1,500,018 as part of the
liquidation distribution. Remaining net investment assets of the
tendered shareholders after expenses and fees were approximated at
$0.04 per share as at 30 June 2009. The realisation and distribution
(net of fees) of the remaining assets of the tendered shareholders
assets will be made when and as determined by the Investment Manager.
This report is available on the Company's website
http://www.africaopportunityfund.com and has been posted to the
shareholders.
For further information please contact:
Africa Opportunity Fund Limited
Francis Daniels
Tel: +2711 684 1528
Grant Thornton Corporate Finance (Nominated Adviser)
Philip Secrett
Tel: +44 020 7383 5100
LCF Edmond de Rothschild Securities Limited (Nominated Broker)
Claire Heathfield/Hiroshi Funaki
Tel: +44 020 7845 5960
=--END OF MESSAGE---
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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