03 May 2022
Africa Opportunity Fund Limited (AOF LN)
Announcement of Annual Results for the Year ended 31 December 2021
The Board of Africa Opportunity Fund Limited ("AOF", the "Company" or the "Fund") is pleased to announce its audited results for the year ended 31 December 2021. The Company's full annual report and financial statements will shortly be sent to shareholders and will be available to view and download from the Company's website at: www.africaopportunityfund.com.
The following text and financial information does not constitute the Company's annual report but has been extracted from the annual report and financial statements for the year ended 31 December 2021.
For further information please contact:
| Africa Opportunity Fund Limited |
|
| Francis Daniels | Tel: +2711 684 1528 |
|
|
|
| Liberum (Corporate Broker) |
|
|
|
|
| Owen Matthews | Tel: +44 20 3100 2223 |
| Darren Vickers | Tel: +44 20 3100 2218 |
The Company
Africa Opportunity Fund Limited ("AOF" or the "Company") is a Cayman Islands incorporated closed-end investment company traded on the Specialist Fund Segment ("SFS") of the London Stock Exchange ("LSE"). AOF's net asset value on 31 December 2021 was $26.1 million and its market capitalisation was $18.6 million.
Investing objective
The investing objective of the Company is to achieve capital growth and income through investments in value, arbitrage, and special situations opportunities derived from the continent of Africa. Therefore, the Company may invest in securities issued by companies domiciled outside Africa which conduct significant business activities within Africa or, if listed, listed either on an African stock exchange or a non-African stock exchange. The Company may invest in equity, quasi-equity or debt instruments, debt issued by African sovereign states and government entities, and real estate interests.
The Directors and Africa Opportunity Partners Limited (the "Manager") believe that the diversity and volatility of African economies present opportunities to earn attractive returns when investments are made selectively, across asset classes, and without pre-determined benchmarks or allocations.
By balancing the size and type of investment, the Directors and the Manager believe that attractive returns may be made across asset classes. Whilst the African capital markets can be volatile, by ensuring diversity of investment across industries and countries, the Manager attempts to mitigate such risks.
The Company targets industries rather than countries to exploit valuation discrepancies which can arise among African countries. The Directors and the Manager also believe that Africa's status as a continent containing a large number of reforming countries provides investment opportunities in those countries.
Summary of Investment Strategy
The Company's investment strategy is opportunistic. The Company invests primarily where and when the Manager believes that investments can be made at a material discount to the Manager's estimate of an investment's intrinsic value.
Company preference. The Company prefers companies which demonstrate both high real returns on assets and an earnings yield higher than the yield to maturity of local currency denominated government debt.
Industry focus rather than country focus. The Company seeks to invest in industries it finds attractive with little regard to national borders.
Natural resource discounts. The Company seeks natural resource companies whose market valuations reflect a discount to the spot and future world market prices for those natural resources.
"Turnaround" countries. The African continent is home to a large number of reforming or "turnaround" countries. "Turnaround" countries combine secular political reform with the opening of industries to private sector participation.
Balkanized investment landscape. The Company seeks to invest in companies with low valuations in relation to peers across the continent and uses an arbitrage approach to provide attractive investment returns.
Point of entry. The Company seeks the most favourable risk adjusted point of entry into a capital structure, whether through financing the establishment of a new company or acquiring the debt or listed equity of an established company.
The Company intends to be a passive investor and will generally not control or seek to control or be actively involved in the management of any company or business in which it invests.
Investment Policies and Restrictions
New investment policy (Effective 1 July 2019)
Consistent with the 30 June 2019 adoption of the Reorganisation plan as approved at the Company's EGM, the Directors considered it to be in the best interests of the Company and its Shareholders that the Company's investment policy be changed to facilitate a realisation strategy and the orderly return of capital to Shareholders. Shareholders approved the adoption of the New Investment Policy effective 1 July 2019.
The Company will be managed with the objective of realising the value of the assets in its portfolio in a prudent manner with a view to making an orderly return of capital to Shareholders over time.
The Company's investment objective will be undertaken with a view to realising all of its investments in a manner that seeks to achieve a balance between maximising the value from the Company's investments and making timely returns of capital to Shareholders.
The Company will sell or otherwise realise its investments with the objective of achieving the best exit values reasonably available within reasonable time scales.
The Company will cease to make any new investments (unless additional funds are required for existing investments within the Company's portfolio) and shall not undertake additional borrowing other than to refinance existing borrowing or for working capital purposes.
Any cash received by the Company as part of the realisation process will be held by the Company as cash on deposit and/or as cash equivalents
The Manager adheres to the following policies and restrictions:
Geographical focus. The Company makes investments in companies or assets with a material portion of their value derived from or located in Africa. The geographic mix of investments varies over time depending on the relative attractiveness of opportunities among countries and regions.
Type of investment. The Company may invest in real estate interests, equity, quasi-equity or debt instruments, which may or may not represent shareholding or management control, and debt issued by African sovereign states and government entities. Investments may be made directly or through special purpose vehicles, joint venture, nominee or trust structures. The Company may utilise derivative instruments to hedge certain market or currency risks and may from time to time engage in the short sale of securities.
Investment size. At the time of investment, no single investment may exceed 15 per cent of the Net Asset Value without the prior approval of the Board. No one initial investment will exceed 20 per cent of the Net Asset Value at the time of investment.
Number of investments. The Company has, and expects to maintain, a concentrated portfolio of approximately 10 to 20 investments, excluding money market investments.
Borrowing. The Company may use overdraft and other short-term borrowing facilities to satisfy short-term working capital needs, including to meet any expenses or fees payable by the Company. The Manager anticipates that borrowings may be utilised for investment purposes with the prior approval of the Board. There are no limits on the Company's ability to leverage itself.
Cash management. Cash will be placed in bank deposits, investment grade commercial paper, government and corporate bonds and treasury bills, in each case, of US and African issuers.
Distribution policy
Subject to market conditions, compliance with the Companies Law and having sufficient cash resources available for the purpose, the Company intends to pay the following dividends on the Ordinary Shares: an amount equal to the total comprehensive income of the Company as that expression is used in international accounting standard (excluding net capital gains/losses in accordance with Investment Management Association Statement of Recognised Practice), such amount to be paid annually. The Company has been accepted into the UK Reporting Fund Status regime.
Upon shareholder approval at the June 2019 EGM the Company initiated a change to the distribution policy. While the Company intends to continue to meet the requirements of the UK Reporting Fund Status regime, the Company will undertake a staged return of capital to Shareholders.
The Company will undertake the return of capital by way of a compulsory redemption of Ordinary Shares. The Articles were amended to permit the Directors, at their sole discretion, to undertake a Compulsory Redemption of Ordinary Shares on an ongoing basis, pro rata, to a Shareholder's shareholding in the Company, to return capital to Shareholders.
The Directors continue to have the right to return cash otherwise than through Compulsory Redemptions, such as by way of tender offers to Shareholders to purchase their Ordinary Shares. In such circumstances, a tender offer will be made to Shareholders in accordance with market practice and in compliance with the Listing Rules (to the extent the Company voluntarily complies with these) and applicable law. Further, the Directors may determine, in their absolute discretion where they consider it to be in the best interests of Shareholders, to return cash from sales made pursuant to the New Investment Policy to Shareholders by way of dividend or any other distribution permitted by the Listing Rules (to the extent the Company voluntarily complies with these) and applicable law.
Life of the Company
The Company does not have a fixed life, but the directors consider it desirable that its shareholders should have the opportunity to review the future of the Company at appropriate intervals. The Directors convened an extraordinary general meeting in 2019 where a resolution was made regarding the continued existence of the Company. The resolution passes, as the shareholders voted for the continuation of the Company during a three-year period concluding on 27 June 2022 (the "Return Period"). Shareholders will be provided with an opportunity to reassess the investment policy and distribution policy at the end of the Return Period. To that end, an ordinary resolution for the Company's continuation will be proposed at an extraordinary general meeting to be convened at the end of the Return Period.
CHAIRPERSON'S STATEMENT
2021 Review
Africa Opportunity Fund (the "Fund" or "AOF") completed 30 months of its three-year asset realization period at the end of 2021. It made three distributions to shareholders amounting to $32 million or 67% of its December 2019 net asset value ("NAV"). The Fund's total return since June 2019 has been 13% versus 1% for the MSCI EFM Africa index and 5% for S&P Africa Top 40 Index.
2021 was a respectable year for the Fund as its NAV (including redemptions) rose 69% while its share price rose 66%. To provide some basis for comparison, South Africa rose 19%, Nigeria rose 5%, Kenya rose 10%, and Egypt rose 14%. In non-African emerging markets, China was flat, Brazil fell 18%, Russia rose 22% and India rose 20%. In developed markets, Japan fell 4%, the US rose 29%, Europe rose 16%, and the UK rose 17%.[1]
Covid-19 was the overarching theme of 2021. An accurate estimate of Africa's Covid-19 victims is unlikely ever to be known. However, its impact on African economies was severe. The pace of recovery from this pandemic has been severely hobbled by the modest vaccination rates attained by most African governments. South Africa and Nigeria, the two largest economies, grew at mediocre rates. Worse still, national sovereign debt levels, and related interest rates, climbed to levels indicative of debt distress. Ghana's Eurobonds and local medium-term bonds sport yields exceeding 18%. On the positive side, commodities seem to be in the early stages of an upswing, as is typical of periods of rising inflation rates. Prices of major commodities like crude oil, copper, and palm rose, respectively, 18%, 24%, and 28%. However, prices of key imports for African consumers such as white maize and yellow maize, up 4% and 9%, were relatively flat. To offset the harsh impact of the pandemic on poor citizens, financial conditions were loosened in heavily indebted countries like South Africa, Ghana, and Kenya as most African governments also increased dramatically their budget deficits
AOF's 2021 strategy was one of deliberate realization to maximize the value of the assets returned to shareholders. In some cases, that objective inclined the Fund towards corporate transactions to create value for the Fund. In several other cases, the Fund exited through the secondary public markets.
2022 Outlook
AOF's 2022 performance will be impacted by rising inflation and the outcome of the Russian invasion of Ukraine. Regardless of the positive terms of trade created by rising commodity prices for countries like Nigeria, South Africa, and Ghana, the overwhelming majority of African consumers will suffer sharply lower purchasing power from higher fertilizer, oil, and wheat prices. The UN Food and Agricultural Organization World Food Price Index has risen 19% in the first three months of 2022 alone, and 58% since December 2019, to hit its highest nominal level since 1990. The slight silver lining is that new African gas deposits, under development in countries like Egypt, Senegal, Mauritania and Mozambique will find more markets and higher gas prices as the world seeks substitutes for Russian fossil fuels. The International Monetary Fund forecasts that Sub-Saharan Africa's gross domestic product should rise 3.8% in 2022 and 4% in 2023. The reality will feel a lot worse. There is little doubt that it will take a few years for Africa to recover from this pandemic and the Ukrainian war.
Our shareholders should rest assured that the lengthy realisation period allows AOF to avoid involuntary or indiscriminate liquidation of its holdings and that the Manager is working to achieve the best values possible.
In closing, I wish also to extend my thanks to our shareholders for their support.
Dr. Myma Belo-Osagie
Chairperson
April 2022
MANAGER'S REPORT
2021 Review
Manager's Report
2021 marked the fourteenth full year of operation of Africa Opportunity Fund (the "Fund" or "AOF"). Its ordinary shares had an annual return of 69%. At year-end, AOF held $3.16 million in cash, and $23 million in equity securities. The Fund's underlying end-of-year holdings were in Botswana, Cote d'Ivoire, Ghana, Kenya, Senegal, South Africa, Tanzania, Zambia, and Zimbabwe.
The Fund's shareholders decided in June 2019 to commence an orderly realization of the Fund over a three-year period ending in June 2022. Realization proceeds are to be returned to shareholders via intermittent mandatory redemptions of the Fund's shares. The Fund liquidated five investments in their entirety in 2021, of which, Sonatel, Standard Chartered Bank, and Africa Bank's bonds were the most significant in size. The Fund made those disposals via the secondary markets as well as in corporate transactions. It also reduced its holdings in other issuers. After year end, it completed its exit from Cote d Ívoire. The balance of this report will discuss a few of the Fund's holdings.
The Fund's largest investment remains Enterprise Group. Enterprise Group's total return was 90% in 2021. Its 2021 unaudited profits attributable to shareholders declined by 20% to $11.4 million while its group net cash generated from operating activities (after capex) rose by 61% to $67 million. Over the long term, substantial growing deferred profits in its life operation are nestled in that cash. Those deferred profits are invested in tax-efficient ways. In the short term, Enterprise's insurance claims and benefits and operating expenses-rising at faster rates than its earned premia-are disquieting trends. They were manifest in Enterprise Life's 11% fall in its embedded value to $118 million. Enterprise's acquisition of Ghana's third largest medical insurance provider - Acacia Health - accomplishes the principal goals set forth in its 2018 rights circular which included West African expansion, entry into Ghanaian healthcare and real estate sectors. To date, Enterprise Properties has been a cash consumptive disappointment in Ghana's office real estate downturn. It accounts for the majority of Enterprise's $11 million increase in amounts due from related parties. That growth is at the expense of dividends. Consequently, Enterprise's dividend payout ratio, ranging between 0% and 15%, has been anemic since 2016. Nigeria and real estate will continue to be drag down profitability for the next few years. Nevertheless, after completing its major strategic investments, we expect its dividends to climb steadily in inflation-adjusted and US Dollar terms. A 2% dividend yield in a jurisdiction with rising double-digit inflation is underwhelming to local investors. A higher dividend yield would encourage a long overdue rerating of Enterprise.
Copperbelt's total return was 246% in 2021. Copperbelt raised its dividend for the 5th straight year by 3% in US Dollar terms, giving it a high 27% dividend yield on the date of that dividend's announcement. Copperbelt's future remains shrouded in uncertainty as it wages an arbitral battle against a major customer - Konkola Copper Mine - seeking repayment of $168 million in unpaid invoices. Also, a study of the cost of service for Zambia's entire electricity industry remains incomplete. Copperbelt delivered strong results in 2021, despite its legal battles and the Covid-19 pandemic. As is its norm, Copperbelt completed its thirteenth fatality-free year. Its electricity sales rose 2% to 1921GWh, a sign of Zambian power supply recovery. Net profit rose 814% from $5.6 million to $51.2 million, as Copperbelt did not have to write off large receivables. Free cash flow rose 4% to $57 million - the highest level since 2017. Since 2008, Copperbelt's free cash flow margin (free cash flow/revenue) has multiplied 7.5x from 2% to 17% in 2021, even as revenues climbed by 1.93x in that period. Copperbelt's net cash position improved by 31% in 2021 to $74 million. Copperbelt's strong balance sheet and cash flow characteristics have emerged since 2008 because new profitable activities like power trading have been combined with significant foreign exchange gains on cash balances, rising purchases of power from private power generators, and tight and tough controls over expenses and working capital management. Copperbelt's current enterprise value of $236 million (calculated on March 14, 2022 and excluding Konkola's unpaid debt) is less than 4x operating cash flow. Despite the uncertainties, it is a deeply undervalued holding.
Letshego enjoyed a total return of 91% in 2021. It released a strategy update in early 2022. The key to its prospects lies in forging a digital ecosystem with fintechs, telcos, and other nonbank financial institutions to allow its clients, via use of Letshego's payments, lending, saving, and insurance products, to consummate more digital transactions. It has also introduced, with the assistance of the International Finance Corporation, a program for financing affordable home purchases in Namibia. This type of program is to be rolled out to Letshego's other 10 markets. These initiatives should enable Letshego to increase rapidly its non-funded income, especially, from earned commissions and fees. They should also enable Letshego's non-funded income to grow more independently of its interest income than has been the case in the past. The most exciting aspect of Letshego's strategy update was the progress it continues to experience with its digital platform. At the current pace of 100,000 new customers per month, Letshego expects to have 1 million enterprise active customers by 2023. It will have to be very careful in its use of artificial intelligence and credit scoring to avoid rapidly deteriorating defaults. This is a danger that we will monitor. Unlike several other companies seeking to build ecosystems, Letshego has
built a brand of credit extension to both formally and informally employed Africans. At the end of Q4, Letshego was valued on a P/E ratio of 5.1x, a P/B ratio of 0.65x and a dividend yield of 10.9%. Its return on equity is likely to hover around 14% while its operating income growth should be marginally higher than the growth of its operating expenses. Therefore, a rising return on equity ratio, over time, should result in increased shareholder value. We believe Letshego deserves a rerating.
The Fund's Zimbabwean property holdings turned in respectable returns. First Mutual posted an annual total return of 39% while Mashonaland Holdings generated a total return of 44%. Our internally derived Zimbabwe Dollar exchanges rates has proved to be a realistic and conservative rate for valuing the Fund's Zimbabwean holdings. Zimbabwe continues to suffer from hyperinflation and intense foreign currency shortages. Covid-19 lockdowns have hurt several sectors like commercial property, as tenants are forced to work remotely. Nevertheless, our property holdings do preserve purchasing power in the long run. First Mutual's buildings are well located in Harare's suburbs while those of Mashonaland suffer from their older age and location in Harare's city centre. The commercial real estate consolidation to which we alluded in last year's report has begun. We seek to sell our holdings in this consolidation process. Our intent in disposing of these holdings remains to minimize the devaluation risk facing disposal proceeds.
The Fund did not have any financial liabilities - primarily short positions and hedges - in 2021.
2022 promises to be a year in which rising global interest rates and war replace the pandemic as the driver of global capital markets. We shall strive to preserve the value of the Fund in this fog of doubts and uncertainty. Although the realization pace may slow, we continue to believe that the Fund's holdings are undervalued. Our mission is to monetize that undervaluation through our realization strategy.
Francis Daniels
Africa Opportunity Partners
April 2022
AFRICA OPPORTUNITY FUND LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
|
|
| Notes |
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| Income |
|
|
|
|
|
|
| Net gains on investment in subsidiaries at fair value |
|
|
|
|
|
|
| through profit or loss |
| 6(a) |
| 11,225,487 |
| 482,924 |
|
|
|
|
| 11,225,487 |
| 482,924 |
| Expenses |
|
|
|
|
|
|
|
Management fee |
|
5(a) |
| 174,395 |
| 534,637 |
|
Other operating expenses |
|
|
| 139,415 |
| 107,015 |
|
Directors' fees |
|
12 |
| 70,000 |
| 70,000 |
|
Audit and professional fees |
|
|
| 126,807 |
| 173,016 |
|
|
|
|
| 510,617 |
| 884,668 |
|
|
|
|
|
|
|
|
| Income/(loss) for the year attributable to equity holders |
|
| 10,714,870 |
| (401,744) | |
|
|
|
|
|
|
|
|
| Earnings/(loss) per share attributable to equity holders |
|
11 |
|
0.432 |
|
(0.011) |
|
|
|
|
|
|
|
|
AFRICA OPPORTUNITY FUND LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
|
|
| Notes |
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| ASSETS |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
8 |
| 21,469 |
| 38,965 |
|
Investment in subsidiaries at fair value through profit or loss* |
6(a) |
| 26,095,345 |
| 22,584,303 | |
|
Receivable from related party |
|
7 |
| 149,552 |
| 83,329 |
|
Other receivables |
|
7 |
| 7,862 |
| 7,516 |
|
Total assets |
|
|
| 26,274,228 |
| 22,714,113 |
|
|
|
|
|
|
|
|
| EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
Trade and other payables |
|
10 |
| 197,035 |
| 147,817 |
|
Total liabilities |
|
|
| 197,035 |
| 147,817 |
|
|
|
|
|
|
|
|
|
Net assets attributable to shareholders |
|
|
| 26,077,193 |
| 22,566,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary share capital |
|
9(a) |
| 247,878 |
| 350,062 |
|
Share premium |
|
9(b) |
| 6,451,469 |
| 13,553,258 |
|
Retained earnings |
|
|
| 19,377,846 |
| 8,662,976 |
|
Total equity |
|
|
| 26,077,193 |
| 22,566,296 |
|
Net assets value per share: |
|
|
|
|
|
|
|
- Ordinary shares |
|
9(b) |
| 1.052 |
|
0.645 |
|
|
|
|
|
|
|
|
| *The investment in subsidiaries at fair value through profit or loss include the investment in the Master Fund- | ||||||
| Africa Opportunity Fund L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AFRICA OPPORTUNITY FUND LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 December 2021
|
|
|
|
| Share |
| Share |
| Retained |
| |
|
|
|
|
| Capital |
| Premium |
| Earnings |
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| USD |
| USD |
|
At 1 January 2020 |
|
|
| 748,496 |
| 37,921,452 |
| 9,064,720 |
| 47,734,668 |
|
|
|
|
|
|
|
|
|
|
|
|
| CAPITAL TRANSACTIONS: |
|
|
|
|
|
| ||||
|
Redemption of ordinary shares | (398,434) |
| (23,601,566) |
| - |
| (24,000,000) | |||
|
Dividend Payment |
|
|
| - |
| (766,628) |
| - |
| (766,628) |
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATIONS: |
|
|
|
|
|
|
|
|
|
|
| Total comprehensive loss for the year | - |
| - |
| (401,744) |
| (401,744) | |||
|
|
|
|
|
|
|
|
|
|
|
|
| At 31 December 2020 |
|
|
| 350,062 |
| 13,553,258 |
| 8,662,976 |
| 22,566,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share |
| Share |
| Retained |
|
|
|
|
|
|
| Capital |
| Premium |
| Earnings | Total | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| USD |
| USD |
|
|
|
|
|
|
|
|
|
|
|
|
| At 1 January 2021 |
|
|
| 350,062 |
| 13,553,258 |
| 8,662,976 |
| 22,566,296 |
|
|
|
|
|
|
|
|
|
|
|
|
| CAPITAL TRANSACTIONS: |
|
|
|
|
|
| ||||
|
Redemption of ordinary shares | (102,184) |
| (7,101,789) |
| - |
| (7,203,973) | |||
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATIONS: |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year | - |
| - |
| 10,714,870 |
| 10,714,870 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2021 |
|
|
| 247,878 |
| 6,451,469 |
| 19,377,846 |
| 26,077,193 |
|
|
|
|
|
|
|
|
|
|
|
|
AFRICA OPPORTUNITY FUND LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021
|
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| Operating activities |
|
|
|
|
|
|
|
Income/(loss) for the year |
|
|
|
10,714,870 |
| (401,744) |
|
|
|
|
|
|
|
|
| Adjustment for non-cash items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net gains on investment in subsidiaries at fair value through profit or loss |
6(a) |
| (11,225,487) |
| (482,924) | |
|
|
|
|
|
|
|
|
| Cash used in operating activities |
|
|
| (510,617) |
| (884,668) |
|
|
|
|
|
|
|
|
| Net changes in operating assets and liabilities |
|
|
|
|
|
|
| Reduction in investments in subsidiaries at fair value |
|
|
|
| ||
| through profit or loss | 6(a) |
| 7,714,445 |
| 25,786,628 | |
|
Increase in receivable from related party |
|
|
| (66,223) |
| (13,149) |
|
(Decrease)/increase in other receivables |
|
|
| (346) |
|
395 |
|
Increase/(decrease) in trade and other payables |
|
|
|
49,218 |
| (186,680) |
|
|
|
|
|
|
|
|
| Net cash generated from operating activities |
|
|
| 7,697,094 |
| 25,587,194 |
|
|
|
|
|
|
|
|
| Financing activities |
|
|
|
|
|
|
|
Redemption of ordinary shares |
|
|
| (7,203,973) |
| (24,000,000) |
|
Divided Payment |
|
|
|
- |
| (766,628) |
|
|
|
|
|
|
|
|
|
Net cash flow used in financing activities |
|
|
| (7,203,973) |
| (24,766,628) |
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
| (17,496) |
| (64,102) |
|
|
|
|
|
|
|
|
| Cash and cash equivalents at 1 January |
|
|
| 38,965 |
| 103,067 |
|
|
|
|
|
|
|
|
| Cash and cash equivalents at 31 December |
|
|
| 21,469 |
| 38,965 |
|
|
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Africa Opportunity Fund Limited (the "Company") was launched with an Alternative Market Listing "AIM" in July 2007 and moved to the Specialist Funds Segment "SFS" in April 2014.
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, with registered number MC-188243. The Company is exempted from registering with CIMA under the Private Funds Act of the Cayman Islands given that it is listed on the Specialist Funds Segment of the London Stock Exchange which is approved by CIMA.
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 may therefore invest in securities issued by companies domiciled outside Africa which conduct significant business activities within Africa. The Company has 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 Amended and Restated Investment Management Agreement dated 12 February 2014.
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. ("the Master Fund") as an exempted limited partnership in the Cayman Islands. All investments made by the Company are made through the limited partnership. The limited partners of the limited partnership are the Company and AOF CarryCo Limited. The general partner of the limited partnership is Africa Opportunity Fund (GP) Limited. Africa Opportunity Fund Limited includes 100% of Africa Opportunity Fund (GP) Limited.
The financial statements for the Company for the year ended 31 December 2021 were authorised for issue in accordance with a resolution of the Board of Directors on 29 June 2022.
Presentation currency
The financial statements are presented in United States dollars ("USD"). All figures are presented to the nearest dollar.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied from the prior year to the current year for items which are considered material in relation to the financial statements.
Statement of compliance
The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Basis of preparation
The Company satisfied the criteria of an investment entity under IFRS 10: Consolidated Financial Statements. As such, the Company no longer consolidates the entities it controls. Instead, its interest in the subsidiaries has been classified as fair value through profit or loss, and measured at fair value. This consolidation exemption has been applied prospectively and more details of this assessment are provided in Note 4 "significant accounting judgements, estimates and assumptions." The financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (IASB). The financial statements have been prepared under the historical cost convention except for financial assets and financial liabilities measured at fair value through profit or loss. The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year.
Although these estimates are based on management's knowledge of current events and actions, actual results ultimately may differ from those estimates. In additional to the following: All assets have been assessed for impairment regardless of whether any indicators for impairment were identified; and all possible liabilities that might arise from the winding up of the Company have been accrued for. 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 judgment in the process of applying the Company'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 4.
As the Company is not a going concern due to the limited life, the directors have considered an alternative basis of preparation but believe that IFRS as a basis for preparation best reflects the financial position and performance of the entity. The carrying value of the assets, which were determined in accordance with the accounting policies, have been reviewed for possible impairment and changes which have occurred since the year end and consideration has been given to whether any additional provisions are necessary as a result of the decision to deregister. It is expected that all assets will realise at least at the amounts at which they are included in the statement of financial position and there will be no material additional liabilities.
The Company presents its statement of financial position in order of liquidity. An analysis regarding recovery within 12 months (current) and more than 12 months after the reporting date (non-current) is presented in Note 14.
The Company's financial statements include disclosure notes on the Master Fund, Africa Opportunity Fund L.P. given that the net asset value of the Master Fund is a significant component of the Investment in subsidiaries of the Company. These additional disclosures are made in order to provide the users of the financial statements within an overview of the Master Fund performance.
Foreign currency translation
(i) Functional and presentation currency
The Company's financial statements are presented in USD which is the functional currency, being the currency of the primary economic environment in which both the Company operates. The Company 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 Company is USD. The Company chooses USD as the presentation currency.
(ii) 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 reporting date. All differences are taken to profit or loss. 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 instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(a) Classification
The Company classifies its financial assets and liabilities in accordance with IFRS 9 into the following categories:
(i) Financial assets at fair value through profit or loss
For the Company, financial assets classified at fair value through profit or loss upon initial recognition include investment in subsidiaries.
Investment in subsidiaries
In accordance with the exception under IFRS 10 Consolidated Financial Statements, the Company does not consolidate subsidiaries in the financial statements. Investments in subsidiaries are accounted for as financial instruments at fair value through profit or loss in accordance with IRFS 9 - Financial Instruments.
Management concluded that the Company meets the definition of an investment entity as it invests solely for returns from capital appreciations, investment income or both, and measures and evaluates the performance of its investments on a fair value basis. Accordingly, consolidated financial statements have not been prepared.
(ii) Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the following conditions are met:
· The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows
· The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Company's financial assets at amortised cost comprise 'other receivables, receivables from related party' and 'cash and cash equivalents' in the statement of financial position.
(iii) Other financial liabilities
This category includes all financial liabilities, other than those classified as fair value through profit or loss. The Company includes in this category amounts relating to trade and other payables and dividend payable.
(a) Initial Recognition
The Company recognises a financial asset or a financial liability when, and only when, it becomes a party to the contractual provisions of the instrument.
Purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place are recognised directly on the trade date, i.e., the date that the Master Fund commits to purchase or sell the asset.
(b) Initial measurement
Financial assets and liabilities at fair value through profit or loss are recorded in the statement of financial position at fair value. All transaction costs for such instruments are recognised directly in profit or loss.
Derivatives embedded in other financial instruments are treated as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contract, and the host contract is not itself classified as held for trading or designated at fair value though profit or loss. Embedded derivatives separated from the host are carried at fair value.
Financial assets at amortised cost and financial liabilities (other than those classified as held for trading) are measured initially at their fair value plus any directly attributable incremental costs of acquisition or issue.
(c) Subsequent measurement
The Company measures financial instruments which are classified at fair value through profit or loss at fair value. Subsequent changes in the fair value of those financial instruments are recorded in 'Net gain or loss on financial assets and liabilities at fair value through profit or loss. Interest earned elements of such instruments are recorded separately in 'Interest revenue'.
Financial assets at amortised costs are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Financial liabilities, other than those classified as at fair value through profit or loss, are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, as well as through the amortisation process.
The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Company estimates cash flows considering all contractual terms of the financial instruments, but does not consider future credit losses. The calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts.
(e) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised where:
· The rights to receive cash flows from the asset have expired; or
· The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and
Either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Company has transferred its rights to receive cash flows from an asset (or has entered into a pass-through arrangement), 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 Company's continuing involvement in the asset.
The Company derecognises a financial liability when the obligation under the liability is discharged, cancelled or expires. When an existing financial 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 the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss.
Determination of fair value
The Company measures it investments in subsidiaries at fair value through profit or loss at each reporting date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measured is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Company. The fair value for financial instruments traded in active markets at the reporting date is based on their quoted price without any deduction for transaction costs.
For all other financial instruments not traded in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques include: using recent arm's length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible. An analysis of fair values of financial instruments and further details as to how they are measured is provided in Note 6.
The Company uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation technique:
· Level 1: quoted (unadjusted) market prices in active markets for identical assets and liabilities.
· Level 2: valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
· Level 3: valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) for all financial assets measured at amortised cost. When measuring ECL, the Company uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other. Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the entity would expect to receive, taking into account cash flows from credit enhancements. The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
At the reporting date, other receivables, loan receivables from related party and cash and cash equivalents are de minimis. As a result, no ECL has been recognised as any amount would have been insignificant.
Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Net gain or loss on financial assets and liabilities at fair value through profit or loss
This item includes changes in the fair value of financial assets and liabilities held for trading or designated upon initial recognition as 'at fair value through profit or loss' and excludes interest and expenses.
Unrealised gains and losses comprise changes in the fair value of financial instruments for the year and from reversal of prior year's unrealised gains and losses for financial instruments which were realised in the reporting period.
Shares that impose on the Company, an obligation to deliver to shareholders a pro-rata share of the net asset of the Company on liquidation classified as financial liabilities
The shares are classified as equity if those shares have all the following features:
(a) It entitles the holder to a pro rata share of the Company's net assets in the event of the Company's liquidation.
The Company's net assets are those assets that remain after deducting all other claims on its assets. A pro rata share is determined by:
(i) dividing the net assets of the Company on liquidation into units of equal amount; and
(ii) multiplying that amount by the number of the shares held by the shareholder.
(b) The shares are in the class of instruments that is subordinate to all other classes of instruments. To be in such a class the instrument:
(i) has no priority over other claims to the assets of the Company on liquidation, and
(ii) does not need to be converted into another instrument before it is in the class of instruments that is subordinate to all other classes of instruments.
(c) All shares in the class of instruments that is subordinate to all other classes of instruments must have an identical contractual obligation for the issuing Company to deliver a pro rata share of its net assets on liquidation.
In addition to the above, the Company must have no other financial instrument or contract that has:
(a) total cash flows based substantially on the profit or loss, the change in the recognised net assets or the change in the fair value of the recognised and unrecognised net assets of the Company (excluding any effects of such instrument or contract) and
(b) the effect of substantially restricting or fixing the residual return to the shareholders.
The shares that meet the requirements to be classified as a financial liability have been designated as at fair value through profit or loss on initial recognition.
Dividend expense
Dividend expense relating to equity securities sold short is recognised when the shareholders' right to receive the payment is established.
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.
3. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2021. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
The accounting policies adopted are consistent with those of the previous financial year except for the following new and amendments to IFRS as from 1 January 2021:
Effective for
accounting period
beginning on or after
Amendments to IFRS 16: Covid-19 Related Rent Concessions 1 June 2020
Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16 an IAS 39 Interest Rate Benchmark Reform 1 January 2021
The above new standards and amendments applied for the first time in 2021. They did not have a material impact on the financial statements of the Company.
3.1 ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
The following standards, amendments to existing standards and interpretations were in issue but not yet effective. The Company would adopt these standards, if applicable, when they become effective. No early adoption of these standards and interpretations is intended by the Board of directors.
Effective for
accounting period
beginning on or after
Reference to the Conceptual Framework - Amendments to IFRS 3 1 January 2022
Onerous contracts - Costs of Fulfilling a Contract - Amendments to IAS 37 1 January 2022
IFRS 9 Financial Instruments - Fees in the '10 percent' test for
derecognition of financial liabilities 1 January 2022
Amendments to IAS 8 - Accounting policies, Changes in Accounting Estimates and Errors 1 January 2023
Amendments to IAS 1: Classification of Liabilities as Current or Non-current 1 January 2023
The Company does not expect that the adoption of these standards will have any material impact on the financial statements.
4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts recognised in the financial statements and disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Judgements
In the process of applying the Company's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:
Going concern
As contemplated in the 2019 EGM Circular, the Investment Manager will request an extension of the Return Period (defined below) at the June 2022 EGM. The Investment Manager will apply for a 2-year extension. The extension is compatible with the investment strategy of realising the Fund's investments in a manner that will preserve shareholder value and liquidate the Fund in an orderly manner. Due to the prior contemplation of the extension, the Fund's returns over the Return Period to date and the alignment of interests of the Investment Manager and the shareholders, the Board anticipates a high probability the extension will be granted.
Below is a brief synopsis of the "New Investing Policy" as per the Company's Circular dated 5 June 2019:
For a period of up to three years following the Extraordinary General Meeting (the "Return Period"), the Company will make no new investments (save that it may invest in, or advance additional funds to, existing investments within the Company's portfolio to maximise value and assist in their eventual realisation). The Company will adopt the New Investment Policy whereby the Company's existing portfolio of investments will be divested in a controlled, orderly and timely manner to facilitate a staged return of capital. It should be appreciated that there is no time horizon in terms of the implementation of the New Investment Policy. Although the Company's portfolio is comprised of largely liquid equity holdings, the Company has some illiquid investments and it may take the Investment Manager some time to realise these. Shareholders will be provided with an opportunity to reassess the investment policy and distribution policy at the end of the Return Period. To that end, a further ordinary resolution for the Company's continuation will be proposed at an extraordinary general meeting to be convened at the end of the Return Period (the "Second Continuation Vote"). Subsequent to the disposal of the investments, the Company will be liquidated, which indicates that it will no longer be a going concern.
Other than financial assets at fair value through profit or loss, the carrying value of the remaining assets, which were determined in accordance with the accounting policies, have been reviewed for any possible impairment, and consideration has been given to whether any additional provision is necessary as a result of the Directors' intention to wind up the Company. It is expected that all assets will realise at least at the amounts at which they are presented in the statement of financial position and that there will be no material additional liabilities. It should be noted that due to events after finalisation of the interim financials, the final amounts to be received could vary from the amount shown in the statement of financial position due to circumstances which arise subsequent to preparation of the financial statement and these variations could be material.
IAS 1 - Presentation of Financial Statements and IAS 10 - Events after the reporting period require that the financial statements should not be prepared on a going concern basis if management determines that it intends to liquidate the entity. The directors have considered an alternative basis of preparation but believe that International Financial Reporting Standards ("IFRS") as a basis for preparation best reflects the financial position and performance of the Company. The basis presumes that the Company will continue as proposed by the shareholder's resolution, and that the realisation of assets and settlements of liabilities will occur in the ordinary course of business.
Determination of functional currency
The determination of the functional currency of the Company 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 Company is the United States Dollar.
Assessment for an investment entity
An investment entity is an entity that:
(a) Obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;
(b) Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
(c) Measures and evaluates the performance of substantially all of its investments on a fair value basis.
An investment entity must demonstrate that fair value is the primary measurement attribute used. The fair value information must be used internally by key management personnel and must be provided to the entity's investors. In order to meet this requirement, an investment entity would:
· Elect to account for investment property using the fair value model in IAS 40 Investment Property
· Elect the exemption from applying the equity method in IAS 28 for investments in associates and joint ventures, and
· Measure financial assets at fair value in accordance with IFRS 9.
In addition an investment entity should consider whether it has the following typical characteristics:
· It has more than one investment, to diversify the risk portfolio and maximise returns;
· It has multiple investors, who pool their funds to maximise investment opportunities;
· It has investors that are not related parties of the entity; and
· It has ownership interests in the form of equity or similar interests.
The Board considers that the Company meets the definition of an investment entity as it invests solely for returns from capital appreciations, investment income or both, and measures and evaluates the performance of its investments in subsidiaries on a fair value basis. In addition, the Company has more than one investors and the major investors are not related parties of the Company. The Company also has an exit strategy given that it is a limited life entity, realising its investments at the end of the Return Period of 3 years as per the 'New Investment Policy'. Accordingly, consolidated financial statements have not been prepared. IFRS 10 Consolidated Financial Statements provides "investment entities' an exemption from the consolidation of particular subsidiaries and instead require that an investment entity measures the investment in each eligible subsidiary at fair value through profit or loss in accordance with IFRS 9 Financial Instruments.
Assumptions and Estimates
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur. When the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be derived from active markets, their fair value is determined using a variety of valuation techniques that include the use of mathematical models.
Fair value of financial instruments
The inputs to these models are taken from observable markets where possible, but where this is not feasible, estimation is required in establishing fair values. The estimates include considerations of liquidity and model inputs such as credit risk (both own and counterparty's), correlation and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments in the statement of financial position and the level where the instruments are disclosed in the fair value hierarchy.
The models are calibrated regularly and tested for validity using prices from any observable current market transactions in the same instrument (without modification or repackaging) or based on any available observable market data. An analysis of fair values of financial instruments and further details as to how they are measured is provided in Note 6.
IFRS 13 requires disclosures relating to fair value measurements using a three-level fair value hierarchy. The level within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety as provided in Note 6. Assessing the significance of a particular input requires judgement, considering factors specific to the asset or liability. To assess the significance of a particular input to the entire measurement, the Company performs sensitivity analysis or stress testing techniques.
5a. AGREEMENTS
Investment Management Agreement
Effective 1 July 2019, the Company and the Investment Manager have, upon the approval of the Reorganisation Resolution at the EGM in June 2019, entered into the Amended and Restated Investment Management Agreement which amends the fees payable to the Investment Manager as follows:
Management fees
The management fee shall be reduced to 1 per cent of the Net Asset Value per annum for the first two years of the Return Period (the period of up to three years following the EGM held in June 2019) and then further reduced to 0 per cent in the last year of the Return Period.
The Investment Manager's entitlement to future performance fees (through CarryCo) will be cancelled and CarryCo's limited partnership interest in the Limited Partnership will be transferred to the Company for nominal value in the last year of the Return Period, that being 2022.
Realisation fees
The Investment Manager shall be entitled to the following realisation fees during the Return Period from the net proceeds of all portfolio realisations (including any cash returned by way of a Compulsory Redemption):
On distributions of cash to Shareholders where the applicable payment date is on or prior to 30 June 2020: 2 per cent of the net amounts realised.
On distributions of cash to Shareholders where the applicable payment date is 1 July 2020 or later: 1 per cent of the net amounts realised.
The revisions to the arrangements with the Investment Manager, constitute a related party transaction under the Company's related party policy, and in accordance with that policy, the Company was required to obtain: (i) the approval of a majority of the Directors who are independent of the Investment Manager; and (ii) a fairness opinion or third-party valuation in respect of such related party transaction from an appropriately qualified independent adviser.
The management fee for the financial year under review amounts to USD 174,395 (2020: USD 534,637) of which USD 57,500 (2020: USD 134,585) relates to accrued realisation fees and the performance fees for the financial year under review.
Administrative Agreement
SS&C Technologies is the Administrator for the Company. Administrative fees are expensed at the Master Fund level and have been included in the NAV of the subsidiary.
Custodian Agreement
A Custodian Agreement has been entered into by the Master Fund and Standard Chartered Bank (Mauritius) Ltd, whereby Standard Chartered Bank (Mauritius) Ltd would provide custodian services to the Master Fund and would be entitled to a custody fee of between 18 and 25 basis points per annum of the value of the assets held by the custodian and a tariff of between 10 and 45 basis points per annum of the value of assets held by the custodian. The custodian fees are expensed at the Master Fund level and have been included in the NAV of the subsidiary.
Prime Brokerage Agreement
Under the Prime Brokerage Agreement, the Master Fund appointed Credit Suisse Securities (USA) LLC as its prime broker for the purpose of carrying out the Master Fund's instructions with respect to the purchase, sale and settlement of securities. Custodian fees are expensed at the Master Fund level and have been included in the NAV of the subsidiary.
Brokerage Agreement
Under the Broker Agreement revised during 2016, the Master Fund appointed Liberum, a company incorporated in England to act as Broker to the Company. The broker fee is payable in advance at six-month intervals. The broker fees
are expensed at the Master Fund level and have been included in the NAV of the subsidiary.
5b. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AT THE MASTER FUND LEVEL
Africa Opportunity Fund LP (the "Master Fund") is incorporated in the Cayman Islands and is not subject to regulatory review. Management has voluntarily disclosed all the policies and notes to the accounts of the Master Fund to provide shareholders of the Company with a better insight.
The primary accounting policies for interest revenue and expense, dividend revenue and expense and cash and cash equivalents, are similar as in Note 2. Those policies which only relate to the Master Fund's financial statements are set out below. These policies have been consistently applied from the prior year to the current year for items which are considered material in relation to the financial statements.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(a) Classification
The Master Fund classifies its financial assets and liabilities in accordance with IFRS 9 into the following categories:
(i) Financial assets and liabilities at fair value through profit or loss
The category of the financial assets and liabilities at fair value through the profit or loss is subdivided into:
Financial assets and liabilities held for trading
Financial assets are classified as held for trading if they are acquired for the purpose of selling and repurchasing in the near term. This category includes equity securities, investments in managed funds and debts instruments. These assets are acquired principally for the purpose of generating a profit from short term fluctuation in price. All derivatives and liabilities from the short sales of financial instruments are classified as held for trading.
Financial assets at fair value through profit or loss upon initial recognition
These include equity securities and debt instruments that are not held for trading. These financial assets are classified at FVTPL on the basis that they are part of a group of financial assets which are managed and have their performance evaluated on a fair value basis, in accordance with risk management and investment strategies of the Company, as set out in each of their offering documents. The financial information about the financial assets is provided internally on that basis to the Investment Manager and to the Board of Directors.
Derivatives - Options
Derivatives are classified as held for trading (and hence measured at fair value through profit or loss), unless they are designated as effective hedging instruments (however the Company does not apply any hedge accounting). The Master Fund's derivatives relate to option contracts.
Options are contractual agreements that convey the right, but not the obligation, for the purchaser either to buy or sell a specific amount of a financial instrument at a fixed price, either at a fixed future date or at any time within a specified period.
The Master Fund purchases and sells put and call options through regulated exchanges and OTC markets. Options purchased by the Master Fund provide the Master Fund with the opportunity to purchase (call options) or sell (put options) the underlying asset at an agreed-upon value either on or before the expiration of the option. The Master Fund is exposed to credit risk on purchased options only to the extent of their carrying amount, which is their fair value.
Options written by the Master Fund provide the purchaser the opportunity to purchase from or sell to the Master Fund the underlying asset at an agreed-upon value either on or before the expiration of the option.
Options are generally settled on a net basis.
Derivatives relating to options are recorded at the level of the Master Fund. The financial statements of the Company do not reflect the derivatives as they form part of the net asset value (NAV.) of the Master Fund which is fair valued.
(ii) Financial assets at amortised cost
The Master Fund measures financial assets at amortised cost if both of the following conditions are met:
· The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows
· The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Master Fund's financial assets at amortised cost comprise 'trade and other receivables' and 'cash and cash equivalents in the statement of financial position.
(iii) Other financial liabilities
This category includes all financial liabilities, other than those classified as fair value through profit or loss. The Master Fund includes in this category amounts relating to trade and other payables and dividend payable.
(a) Recognition
The Master Fund recognises a financial asset or a financial liability when, and only when, it becomes a party to the contractual provisions of the instrument.
Purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place are recognised directly on the trade date, i.e., the date that the Master Fund commits to purchase or sell the asset.
(b) Initial measurement
Financial assets and liabilities at fair value through profit or loss are recorded in the statement of financial position at fair value. All transaction costs for such instruments are recognised directly in profit or loss.
Derivatives embedded in other financial instruments are treated as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contract, and the host contract is not itself classified as held for trading or designated at fair value though profit or loss. Embedded derivatives separated from the host are carried at fair value.
Financial assets at amortised cost and financial liabilities (other than those classified as held for trading) are measured initially at their fair value plus any directly attributable incremental costs of acquisition or issue.
(c) Subsequent measurement
The Master Fund measures financial instruments which are classified at fair value through profit or loss at fair value. Subsequent changes in the fair value of those financial instruments are recorded in 'Net gain or loss on financial assets and liabilities at fair value through profit or loss. Interest earned elements of such instruments are recorded separately in 'Interest revenue'. Dividend expenses related to short positions are recognised in 'Dividends on securities sold not yet purchased'. Dividend income/distributions received on investments at FVTPL is recorded in "Net gain or loss on financial assets at fair value through profit or loss".
Financial assets at amortised costs are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
(iii) Other financial liabilities
(d) Subsequent measurement
Financial liabilities, other than those classified as at fair value through profit or loss, are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, as well as through the amortisation process.
The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Master Fund estimates cash flows considering all contractual terms of the financial instruments, but does not consider future credit losses. The calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts.
(e) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised where:
· The rights to receive cash flows from the asset have expired; or
· The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and
Either (a) the Master Fund has transferred substantially all the risks and rewards of the asset, or (b) the Master Fund has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Master Fund has transferred its rights to receive cash flows from an asset (or has entered into a pass-through arrangement), 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 Master Fund's continuing involvement in the asset.
The Master Fund derecognises a financial liability when the obligation under the liability is discharged, cancelled or expires. When an existing financial 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 the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss.
Determination of fair value
The Master Fund measures its investments in financial instruments, such as equities, debentures and other interest-bearing investments and derivatives, at fair value at each reporting date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measured is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Master Fund. The fair value for financial instruments traded in active markets at the reporting date is based on their quoted price without any deduction for transaction costs.
For all other financial instruments not traded in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques include: using recent arm's length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible. An analysis of fair values of financial instruments and further details as to how they are measured is provided in Note 6.
Impairment of financial assets
The Master Fund uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation technique:
· Level 1: quoted (unadjusted) market prices in active markets for identical assets and liabilities.
· Level 2: valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
· Level 3: valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
The Master Fund recognises an allowance for expected credit losses (ECLs) for all financial assets measured at amortised cost. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Master Fund expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised either on a 12-month or lifetime basis. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
The Master Fund considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Master fund may also consider a financial asset to be in default when internal or external information indicates that the Master fund is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Master fund. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
For trade receivables, the Master Fund applies a simplified approach in calculating ECLs. Therefore, the Master Fund does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. At the reporting date, the assessment of the Master Fund's debt instruments which include trade and other receivables and cash and cash equivalents were considered as de minimis. As a result, no ECL has been recognised as any amount would have been insignificant.
Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Net gain or loss on financial assets and liabilities at fair value through profit or loss
This item includes changes in the fair value of financial assets and liabilities held for trading or designated upon initial recognition as 'at fair value through profit or loss' and excludes interest and expenses. At the Master Fund Level, the fair value gains and losses exclude interest and dividend income.
Unrealised gains and losses comprise changes in the fair value of financial instruments for the year and from reversal of prior year's unrealised gains and losses for financial instruments which were realised in the reporting period.
Realised gains and losses on disposals of financial instruments classified as 'at fair value through profit or loss' are calculated using the Average Cost (AVCO) method. They represent the difference between an instrument's initial carrying amount and disposal amount, or cash payments or receipts made on derivative contracts (excluding payments or receipts on collateral margin accounts for such instruments).
Due to and due from brokers
Amounts due to brokers are payables for securities purchased (in a regular way transaction) that have been contracted for but not yet delivered on the reporting date at the Master Fund level. Refer to the accounting policy for financial liabilities, other than those classified at fair value through profit or loss for recognition and measurement.
Amounts due from brokers include margin accounts and receivables for securities sold (in a regular way transaction) that have been contracted for but not yet delivered on the reporting date. Refer to accounting policy for financial assets at amortised cost for recognition and measurement.
Interest revenue and expense
Interest revenue and expense are recognised in profit or loss for all interest-bearing financial instruments using the effective interest method.
Dividend revenue
Dividend revenue is recognised when the Master Fund's right to receive the payment is established. Dividend revenue is presented gross of any non-recoverable withholding taxes, which are disclosed separately in profit or loss of the Master Fund.
6. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
6(a). Investment in subsidiaries at fair value
The Company has established Africa Opportunity Fund L.P., an exempted limited partnership in the Cayman Islands to ensure that the investments made and returns generated on the realisation of the investments made and returns generated on the realisation of the investments are both effected in the most tax efficient manner. All investments made by the Company are made through the limited partner which acts as the master fund. At 31 December 2021, the limited partners of the limited partnership are the Company (99.45%) and AOF CarryCo Limited (0.55%). The general partner of the limited partnership is Africa Opportunity Fund (GP) Limited. Africa Opportunity Fund Limited holds 100% of Africa Opportunity Fund (GP) Limited.
|
|
| 2021 |
| 2020 |
|
|
| USD |
| USD |
|
Investment in Africa Opportunity Fund L.P. |
| 26,091,546 |
| 22,581,947 |
|
Investment in Africa Opportunity Fund (GP) Limited |
| 3,799 |
| 2,356 |
|
|
|
|
|
|
|
Total investment in subsidiaries at fair value |
| 26,095,345 |
| 22,584,303 |
|
|
|
|
|
|
|
Fair value at 01 January |
| 22,584,303 |
| 47,888,007 |
|
Reduction in investment in subsidiaries* |
| (7,714,445) |
| (25,786,628) |
|
Net gain on investment in subsidiaries at fair value |
| 11,225,487 |
| 482,924 |
|
|
|
|
|
|
|
Fair value at 31 December |
| 26,095,345 |
| 22,584,303 |
|
|
|
|
|
|
* The reduction in investment in subsidiaries relates to capital withdrawn from the Master Fund by the Company.
6(b). Fair value hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation technique:
Level 1: quoted (unadjusted) market prices in active markets for identical assets and liabilities.
Level 2: valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3: valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
Note: The assets and liabilities of the Master Fund have been presented but do not represent the assets and liabilities of the Company as the Master Fund has not been consolidated.
· Fair value hierarchy of the Company
|
|
|
|
|
|
|
|
|
|
|
|
| 31 December |
|
|
|
|
|
|
|
|
| 2021 |
| Level 1 |
| Level 2 |
| Level 3 |
| COMPANY |
| USD |
| USD |
| USD |
| USD |
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries |
| 26,095,345 |
|
- |
| 26,095,345 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
| 31 December |
|
|
|
|
|
|
|
|
| 2020 |
| Level 1 |
| Level 2 |
| Level 3 |
| COMPANY |
| USD |
| USD |
| USD |
| USD |
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries |
| 22,584,303 |
|
- |
| 22,584,303 |
|
- |
|
|
|
|
|
|
|
|
|
|
· Fair value hierarchy of the Master Fund.
The Company has investment in Africa Opportunity Fund L.P., the Master Fund, amounting to USD 26,091,546. The underlying investments of the Master Fund amounts to USD 24,015,367. Details on the financial assets and liabilities of the Master Fund and fair value hierarchy are as follows:
|
|
| 31 December |
|
|
|
|
|
|
|
|
| 2021 |
| Level 1 |
| Level 2 |
| Level 3 |
| MASTER FUND |
| USD |
| USD |
| USD |
| USD |
|
|
|
|
|
|
|
|
|
|
| Financial assets at fair value through profit or loss |
|
|
|
|
|
| ||
|
Equities |
| 23,885,626 |
| 16,463,988 |
| 7,421,638 |
| - |
|
Debt securities |
| 129,741 |
| 129,741 |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| 24,015,367 |
| 16,593,729 |
| 7,421,638 |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| 31 December |
|
|
|
|
|
|
|
|
| 2020 |
| Level 1 |
| Level 2 |
| Level 3 |
| MASTER FUND |
| USD |
| USD |
| USD |
| USD |
|
|
|
|
|
|
|
|
|
|
| Financial assets at fair value through profit or loss |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
Equities |
| 18,351,992 |
| 12,139,382 |
| 6,212,610 |
|
- |
|
Debt securities |
| 1,128,484 |
| 1,128,484 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
| 19,480,476 |
| 13,267,866 |
| 6,212,610 |
|
- |
|
|
|
|
|
|
|
|
|
|
6(c). The valuation technique of the investment in subsidiaries at Company level is as follow:
The Company's investment manager considers the valuation techniques and inputs used in valuing these funds as part of its due diligence, to ensure they are reasonable and appropriate and therefore the NAV of these funds may be used as an input into measuring their fair value. In measuring this fair value, the NAV of the funds is adjusted, as necessary, to reflect restrictions on redemptions, future commitments, and other specific factors of the fund and fund manager. In measuring fair value, consideration is also paid to any transactions in the shares of the fund. Given that there has been no such adjustments made to the NAV of the underlying subsidiaries and given the simple structure of the subsidiaries investing over 95% in quoted funds, the Company classifies these investment in subsidiaries as Level 2.
6(d). The valuation technique of the investments at Master Fund level are as follows:
Equity and debt securities
These pertain to equity and debt instruments which are quoted for which there is a market price. As a result, they are classified within level 1 of the hierarchy except for the valuation of listed on the Zimbabwe Stock Exchange which have been classified as level 2 given that their quoted share price has been discounted as at 31 December 2021 as follows:
Valuation of investments listed on the Zimbabwe Stock Exchange
Beginning in June 2020, the Zimbabwe authorities suspended Old Mutual shares from the Zimbabwe Stock Exchange, necessitating the Company to devise an alternative transparent discount factor. The new discount factor is based on the official Zimbabwe Dollar exchange rate at the end of June 2019, when the Zimbabwe Dollar, became the sole legal tender in Zimbabwe, modified by the inflation differential between Zimbabwe and the United States captured in their respective monthly Consumer Price Indices (the US Consumer Price Index is that for urban consumers), then adjusted by the proportion of export proceeds that must be surrendered by Zimbabwean exporters to the Zimbabwe Reserve Bank. The initial surrender requirement was 20% of export proceeds, but the Company uses a 5% surrender requirement to reflect subsequent exemptions from this surrender requirement granted to some export industries. This discount factor changes every month. The consequence of applying this discount factor is that the Zimbabwe Dollar prices of the Company's investments listed on the Zimbabwe Stock Exchange were converted into US Dollars, as at 31 December 2021 at a discount rate of 48.20% (the discount rate was 31.58% as at 31 December 2020). The value of the Zimbabwe investments recorded in the books of the Company, after applying this discount factor, was USD 4,295,838 (2020: USD 2,586,810).
Written put options
These are traded on an active market and have a quoted market price. They have therefore been classified in level 1 of the hierarchy.
Unquoted debt and equity investments
African Leadership University ("ALU") is a network of tertiary institutions, currently with operations in both Mauritius and Rwanda. The Investment Manager valued ALU on the basis of an observable arms-length transaction between existing shareholders selling a portion of their shares and an unaffiliated third party. The transactions were ratified at a Board meeting in June 2021, and thus were utilized as the basis of the valuation as at 31 December 2021. At 31 December 2021, the investment in ALU has been classified under level 2 because the value of the investment utilizes the recent transaction.
6(d). The valuation technique of the investments at Master Fund level are as follows:
Unquoted debt and equity investments
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
| USD |
| USD |
|
|
|
|
|
|
|
Investment in ALU |
| 3,125,800 |
| 3,625,800 |
|
|
|
|
|
|
| Financial asset and liabilities at fair value through profit or loss |
|
|
|
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
| USD |
| USD |
| Investment in ALU: |
|
|
|
|
|
At 1 January |
| 3,625,800 |
| 2,361,193 |
|
Disposal |
| (500,000) |
|
- |
|
Total gain in profit or loss |
|
- |
| 1,264,607 |
|
|
|
|
|
|
|
At 31 December |
| 3,125,800 |
| 3,625,800 |
|
|
|
|
|
|
|
Total gain included in the statement of profit or loss and other comprehensive | ||||
| income of Africa Opportunity Fund L.P. for asset held at the end of the reporting period. | - |
| 1,264,607 | |
|
|
|
|
|
|
6(e). Statement of profit or loss and other comprehensive Income of the Master Fund for the year ended 31 December 2021.
The net gain on financial assets at fair value through profit or loss amounting to USD 11,225,487 (2020: net gain USD 482,924 is due to the gain arising at the Master Fund level and can be analysed as follows:
|
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| Income |
|
|
|
|
|
|
| Interest revenue |
|
|
| 46,216 |
| 209,116 |
| Dividend revenue |
|
|
| 1,281,589 |
| 1,487,564 |
| Other income |
|
|
| - |
| 348 |
| Net gains on financial assets and liabilities at fair value |
|
|
|
|
| |
| through profit or loss |
|
|
| 10,519,619 |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,847,424 |
| 1,697,028 |
| Expenses |
|
|
|
|
|
|
| Net losses on financial assets and liabilities at fair value |
|
|
|
|
| |
| through profit or loss |
|
|
| - |
| 672,958 |
| Net foreign exchange loss |
|
|
| 21,228 |
| 45,542 |
| Custodian fees, Brokerage fees and commission |
|
|
| 243,377 |
| 195,736 |
| Other operating expenses |
|
|
| 24,306 |
| 71,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
288,911 |
| 985,343 |
|
|
|
|
|
|
|
|
| Operating gains before tax |
|
|
| 11,558,513 |
| 711,685 |
|
|
|
|
|
|
|
|
|
Less withholding tax |
|
|
| (169,947) |
| (205,367) |
|
|
|
|
|
|
|
|
| Total comprehensive gains for the year |
|
|
|
11,388,566 |
| 506,318 |
|
|
|
|
|
|
|
|
| Attributable to: |
|
|
|
|
|
|
| AOF Limited (direct interests) |
|
|
| 11,224,044 |
| 482,741 |
| AOF Limited (indirect interests through AOF (GP) Ltd) 1,443 |
| 183 | ||||
|
|
|
|
| 11,225,487 |
| 482,924 |
| AOF CarryCo Limited (NCI) |
|
|
| 163,079 |
| 23,394 |
|
|
|
|
|
11,388,566 |
| 506,318 |
|
|
|
|
|
|
|
|
The financial assets and liabilities of the Master Fund are analysed as follows:
(i) Net gains on financial assets and liabilities at fair value through profit or loss held by Africa Opportunity Fund L.P.
|
|
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
|
|
|
|
|
|
|
|
|
| Net gains/(losses) on fair value of financial assets at fair value through profit or loss |
| 10,519,619 |
| (1,846,446) | |||
| Net gains on fair value of financial liabilities at fair value through profit or loss |
|
|
| - |
| 1,173,488 | |
|
|
|
|
|
|
|
|
|
|
Net gains/(losses) |
|
|
|
| 10,519,619 |
| (672,958) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii) Financial asset and liabilities at fair value through profit or loss held by Africa Opportunity Fund L.P.
|
|
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| Held for trading assets: |
|
|
|
|
|
|
|
|
At 1 January |
|
|
|
| 19,480,476 |
| 38,372,509 |
|
Additions |
|
|
|
| 19,968 |
|
- |
|
Disposal |
|
|
|
| (6,004,696) |
| (17,045,587) |
|
Net gains/(losses) on financial assets at fair value through profit or loss |
|
|
|
10,519,619 |
|
(1,846,446) | |
|
|
|
|
|
|
|
|
|
|
At 31 December (at fair value) |
|
|
|
| 24,015,367 |
| 19,480,476 |
|
|
|
|
|
|
|
|
|
|
Analysed as follows: |
|
|
|
|
|
|
|
|
- Listed equity securities |
|
|
|
|
20,759,826 |
| 14,726,191 |
|
- Listed debt securities |
|
|
|
| 129,741 |
| 1,128,485 |
|
- Unquoted equity securities |
|
|
|
| 3,125,800 |
| 3,625,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 24,015,367 |
| 19,480,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(iii) Net changes on fair value of financial assets at fair value through profit or loss
|
|
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
|
|
|
|
|
|
|
|
|
|
Realised |
|
|
|
| (569,441) |
| (4,368,072) |
|
Unrealised |
|
|
|
| 11,089,060 |
| 2,521,626 |
|
|
|
|
|
|
|
|
|
|
Total losses |
|
|
|
| 10,519,619 |
| (1,846,446) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(iv) Net changes on fair value of financial liabilities at fair value through profit or loss
|
|
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
|
|
|
|
|
|
|
|
|
|
Realised |
|
|
|
|
- |
| 1,210,600 |
|
Unrealised |
|
|
|
|
- |
| (37,112) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
| 1,173,488 |
|
|
|
|
|
|
|
|
|
7. RECEIVABLES
|
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
|
|
|
|
|
|
|
|
| Amount due from Africa Opportunity Fund L.P. (Note 12) |
|
|
| 149,552 |
| 83,329 |
|
Prepayments |
|
|
| 7,862 |
| 7,516 |
|
|
|
|
|
|
|
|
|
|
|
|
| 157,414 |
| 90,845 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. CASH AND CASH EQUIVALENTS
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
|
|
|
|
|
|
|
|
Other bank accounts |
|
| 21,469 |
| 38,965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9(a). ORDINARY SHARE CAPITAL
Company
|
|
|
|
|
| 2021 |
| 2021 |
| 2020 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number |
| USD |
| Number |
| USD |
| Authorised share capital |
|
|
|
|
|
|
|
|
|
| |
| Ordinary shares with a par value of |
|
|
|
|
|
|
|
|
| ||
| USD 0.01 |
|
|
|
| 1,000,000,000 |
| 10,000,000 |
| 1,000,000,000 |
| 10,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issued share capital |
|
|
|
|
|
|
|
|
|
| |
| Ordinary shares with a par value of |
|
|
|
|
|
|
|
|
| ||
| USD 0.01 |
|
|
|
| 24,787,758 |
| 247,878 |
| 35,006,160 |
| 350,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 below the Net Asset Value, the directors will consult with the Investment Manager as to whether it is appropriate to instigate a repurchase of the ordinary shares.
The Company intends to pay or report dividends in order to remain an UK Reporting Fund, however, there is no assurance that the Company will be able to pay dividends. In compliance with the current investment strategy, Directors have the right to return cash through compulsory redemptions, by way of dividend or any other distribution as permitted by the Listing Rules.
9(b). SHARE CAPITAL AND SHARE PREMIUM
|
| Ordinary |
| Ordinary |
|
| Shares |
| Shares |
|
|
|
|
|
|
| USD |
| Number |
|
|
|
|
|
|
At 1 January 2020 | 38,669,948 |
| 74,849,606 |
|
|
|
|
|
| Changes during the period: |
|
|
|
|
|
|
|
|
|
Redemption of ordinary shares | (24,000,000) |
| (39,843,446) |
|
Dividend Payment | (766,628) |
| - |
|
|
|
|
|
|
At 31 December 2020 | 13,903,320 |
| 35,006,160 |
|
|
|
|
|
| Changes during the period: |
|
|
|
|
|
|
|
|
|
Redemption of ordinary shares | (7,203,973) |
| (10,218,402) |
|
At 31 December 2021 | 6,699,347 |
| 24,787,758 |
|
|
|
|
|
Ordinary and C share Merger, Issuance of Contingent Value Rights
In 2014, AOF closed a Placing of 29.2 million C shares of US$0.10 each, at a placing price of US$1.00 per C share, raising a total of $29.2 million before the expenses of the Issue. The placing was closed on 11 April 2014 with the shares commencing trading on 17 April 2014. AOF's Ordinary Shares and the C Shares from the April placing were admitted to trading on the LSE's Specialist Fund Segment ("SFS") effective 17 April 2014.
The Fund merged the C share class and the ordinary shares as contemplated in the April 2014 issuance of the C share class, and with the consent of the Board of Directors, on 23 August 2017. The C Class shares were converted into ordinary shares.
The Shoprite arbitral award issued in 2016. The arbitral award resulted in AOF not being considered legal owner of the specific Shoprite Holdings;(eps) is therefore, the Shoprite investment was written off. To effectuate this merger, Contingent Value Rights certificates for any residual rights with respect to Shoprite shares listed on the Lusaka Stock Exchange were issued to the ordinary shareholders of record on 21 August 2017.Information regarding the merger was distributed and released to the market prior to, and upon execution of, the merger. This information and information relative to the CVRs can be found on the Fund's website.
10. TRADE AND OTHER PAYABLES
|
|
| Notes | 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
|
|
|
|
|
|
|
|
Directors Fees Payable |
12 | 17,500 |
| 17,500 | |
|
Other Payables |
| 179,535 |
| 130,317 | |
|
|
|
|
|
|
|
|
|
|
| 197,035 |
| 147,817 |
|
|
|
|
|
|
|
Other payables and accrued expenses are non-interest bearing and have an average term of six months. The carrying amount of trade and other payables approximates their fair value.
11. EARNING PER SHARE
The earnings per share (EPS) is calculated by dividing the decrease in net assets attributable to shareholders by number of ordinary shares. The EPS for 2021 and 2020 represent both the basic and diluted EPS.
|
|
|
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ordinary shares |
| Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive gain/(loss) |
|
USD |
|
|
| 10,714,870 |
| (401,744) |
|
|
|
|
|
|
|
|
|
|
|
Number of shares in issue |
|
|
|
|
| 24,787,758 |
| 35,006,160 |
|
|
|
|
|
|
|
|
|
|
| Change in net assets attributable to shareholders per share |
|
USD |
|
|
| 0.432 |
| (0.011) |
12. RELATED PARTY DISCLOSURES
The Directors consider Africa Opportunity Fund Limited (the "Company") as the ultimate holding company of Africa Opportunity Fund (GP) Limited and Africa Opportunity Fund L.P.
|
|
|
|
| % equity |
| % equity |
|
|
| Country of |
| interest |
| interest |
| Name |
| incorporation |
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
| Africa Opportunity Fund (GP) Limited |
| Cayman Islands |
| 100 |
| 100 |
|
|
|
|
|
|
|
|
| Africa Opportunity Fund L.P. |
| Cayman Islands |
| 98.19 |
| 98.66 |
|
|
| Type of |
| Nature of |
| Volume |
| Balance at |
| Name of related parties |
| relationship |
| transaction |
| USD |
| 31 Dec 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
|
|
|
|
|
|
|
|
|
|
| Africa Opportunity Partners Limited |
Investment Manager |
Management fee expense | 174,395 |
| 95,417 | |||
|
|
|
|
|
|
|
|
|
|
| Africa Opportunity Fund LP |
| Subsidiary |
| Receivable |
| - |
| 149,552 |
|
|
|
|
|
|
|
|
|
|
| SS&C Technologies |
| Administrator |
| Administration fees |
| 26,163 |
| - |
|
|
|
|
|
|
|
|
|
|
| Directors |
| Directors |
| Directors' fees |
| 70,000 |
| 17,500 |
|
|
|
|
|
|
|
|
|
|
|
|
| Type of |
| Nature of |
| Volume |
| Balance at |
| Name of related parties |
| relationship |
| transaction |
| USD |
| 31 Dec 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
|
|
|
|
|
|
|
|
|
|
| Africa Opportunity Partners Limited |
Investment Manager |
Management fee expense | 534,637 |
| 35,000 | |||
|
|
|
|
|
|
|
|
|
|
| Africa Opportunity Fund LP |
| Subsidiary |
| Receivable |
| - |
| 83,329 |
|
|
|
|
|
|
|
|
|
|
| SS&C Technologies |
| Administrator |
| Administration fees |
| 18,900 |
| - |
|
|
|
|
|
|
|
|
|
|
| Directors |
| Directors |
| Directors' fees |
| 70,000 |
| 17,500 |
|
|
|
|
|
|
|
|
|
|
Key Management Personnel (Directors' fee)
Except for Robert Knapp who has waived his fees, each director has been paid a fee of USD 35,000 per annum plus reimbursement for out-of pocket expenses during both 2021 and 2020.
Robert Knapp, who is a director of the Company, also forms part of the executive team of the Investment Manager. Details of the agreement with the Investment Manager are disclosed in Note 5. He has a beneficiary interest in AOF CarryCo Limited. The latter is entitled to carry interest computed in accordance with the rules set out in the Admission Document (refer to Note 5 - 'Investment management agreement' for further detail of the performance fee paid to the director).
Details of investments in the Company by the Directors are set out below:
|
|
|
|
| No of shares held |
| Direct interest held % |
|
|
|
|
|
|
|
|
| 2021 |
|
|
| 4,034,732 |
| 16.28 |
|
|
|
|
|
|
|
|
| 2020 |
|
|
| 5,697,994 |
| 16.28 |
13. TAXATION
Under the current laws of Cayman Islands, there is no income, estate, transfer sales or other Cayman Islands taxes payable by the Company. As a result, no provision for income taxes has been made in the financial statements.
Dividend revenue is presented gross of any non-recoverable withholding taxes, which are disclosed separately in the statement of comprehensive income. Withholding taxes are not separately disclosed in statement of cash flows as they are deducted at the source of the income.
A reconciliation between tax expense and the product of accounting profit multiplied by the applicable tax rate is as follows:
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
| USD |
| USD |
|
|
|
|
|
|
|
Total comprehensive gain/(loss) |
| 10,714,870 |
| (401,744) |
| Income tax expense calculated at 0% |
| - |
| - |
| Withholding tax suffered outside Cayman Islands |
| - |
| - |
| Income tax expense recognized in profit or loss |
| - |
| - |
|
|
|
|
|
|
* Withholding taxes are borne at the master fund level and amounted to USD 169,947 (2020: USD 205,367). These have been included in the NAV of the subsidiary.
14. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
14(a). AT THE COMPANY'S LEVEL
Introduction
The Company's objective in managing risk is the creation and protection of shareholder value. Risk is inherent in the Company's activities. It is managed through a process of ongoing identification, measurement and monitoring, subject to risks limits and other controls. The process of risk management is critical to the Company's continuing profitability. The Company is exposed to market risk (which includes currency risk, interest rate risk and price risk), credit risk and liquidity risk arising from the financial instruments it holds.
Risk management structure
The Investment Manager is responsible for identifying and controlling risks. The Board of Directors supervises the Investment Manager and is ultimately responsible for the overall risk management approach of the Company.
Fair value
The carrying amount of financial assets and liabilities at fair value through profit or loss are measured at fair value at the reporting date. The carrying amount of trade and other receivables, cash and cash equivalents trade and other payables approximates their fair value due to their short-term nature.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and includes interest rate risk, foreign currency risk and equity price risk. The Company is not directly exposed to market risk. The Company holds investments in subsidiaries, Africa Opportunity Fund L.P. (Master Fund) and Africa Opportunity Fund (G.P.) Limited which are valued at their net asset value. The Company is thus exposed to market risk indirectly through investments held by the Master Fund.
Equity price risk
Equity price risk is the risk that the fair value of equities decreases as a result of changes in the levels of the equity indices and the values of individual stocks. The equity price risk of the Company arises from the net asset value (NAV) of the underlying funds, the Master Fund and AOF G.P. The equity price risk at Company level is analysed as follows:
| Equity |
|
|
|
|
|
|
|
|
| Effect on |
| Company |
| Change in | Equity | |
|
|
| NAV price | 2021 | |
|
|
|
|
|
|
|
|
|
|
| USD |
|
|
|
|
|
|
| Investment in subsidiaries at fair value through profit or loss |
10% |
|
2,609,535 | |
|
|
| -10% |
| (2,609,535) |
|
|
|
|
|
|
|
|
|
|
| Effect on |
| Company |
| Change in | Equity | |
|
|
| NAV price | 2020 | |
|
|
|
|
|
|
|
|
|
|
| USD |
|
|
|
|
|
|
| Investment in subsidiaries at fair value through profit or loss |
10% |
|
2,258,430 | |
|
|
| -10% |
| (2,258,430) |
Currency risk
All of the Company's financial assets and financial liabilities are denominated in its functional currency. The Master Fund's investments are denominated in various currencies. The effect of a change in USD against other currencies at the Master Fund level will have the same impact at the Company level and will form part of the NAV of the subsidiary (refer to note 14(b)). The currency profile of the Company's financial assets and liabilities is therefore summarised as follows:
|
|
|
| 2021 |
| 2021 |
| 2020 |
| 2020 |
|
|
|
| Financial |
| Financial |
| Financial |
| Financial |
|
|
|
| assets |
| liabilities |
| assets |
| liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| USD |
| USD |
|
|
|
|
|
|
|
|
|
|
|
|
United States Dollar |
|
| 26,266,366 |
|
197,035 |
| 22,706,597 |
|
147,817 |
|
|
|
| 26,266,366 |
|
197,035 |
| 22,706,597 |
|
147,817 |
|
|
|
|
|
|
|
|
|
|
|
Prepayments are typically excluded as these are not financial assets; prepayments as at 31 December 2021 and 2020 amounted to USD 7,862 and USD 7,516, respectively.
| As at 31 December 2021 |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| Company |
|
|
| Gross amounts |
|
|
|
|
|
|
| |||
|
|
|
|
| of recognised | Net amount of |
|
|
|
|
| ||||
|
|
| Gross |
| financial |
| financial assets |
|
|
|
| ||||
|
|
| amounts of | liabilities set off | presented in |
|
|
|
|
| |||||
|
|
| recognised | in the statement | the statement |
|
|
|
|
| |||||
|
|
| financial | of financial |
| of financial |
| Financial | Cash |
| Net | ||||
|
|
| assets |
| position |
| position |
| instruments | collateral | amount t | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
| USD |
| USD |
| USD |
| USD |
| USD |
| USD | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| Cash and cash equivalents | 21,469 |
| - |
| 21,469 |
| - |
| - |
| 21,469 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
Total |
| 21,469 |
| - |
| 21,469 |
| - |
| - |
| 21,469 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| As at 31 December 2020 |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| Company |
|
|
| Gross amounts |
|
|
|
|
|
|
| |||
|
|
|
|
| of recognised | Net amount of |
|
|
|
|
| ||||
|
|
| Gross |
| financial |
| financial assets |
|
|
|
| ||||
|
|
| amounts of | liabilities set off | presented in |
|
|
|
|
|
| ||||
|
|
| recognised | in the statement | the statement |
|
|
|
|
| |||||
|
|
| financial | of financial |
| of financial |
| Financial |
| Cash |
| Net | |||
|
|
| assets |
| position |
| position |
| instruments | collateral | amount | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
| USD |
| USD |
| USD |
| USD |
| USD |
| USD | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| Cash and cash equivalents | 38,965 |
| - |
| 38,965 |
| - |
| - |
| 38,965 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
Total |
| 38,965 |
| - |
| 38,965 |
| - |
| - |
| 38,965 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Cash and cash equivalents are offset as the Company has current bank balances and bank overdrafts with the same counterparty which the Company has current legally enforceable right to set off the recognised amounts and the intention to settle on a net basis or realise the asset and settle the liability simultaneously.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The Company's financial assets and liabilities are non-interest bearing; therefore, the Company is not exposed to interest rate risk and thus, no sensitivity analysis has been presented.
Credit risk
The Company takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Financial assets that potentially expose the Company to credit risk consist principally of cash and cash equivalent balances and trade and other receivables, comprising of an intercompany balance with the Master Fund. The extent of the Company's exposure to credit risk in respect of these financial assets approximates their carrying values as recorded in the Company's statement of financial position.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
|
|
|
|
| 2021 |
|
| 2020 |
|
|
|
|
| Company |
|
| Company |
|
|
|
|
| Carrying |
|
| Carrying |
|
|
|
|
| amount |
|
| amount |
|
|
|
|
|
|
|
|
|
|
|
| Notes |
| USD |
|
| USD |
|
|
|
|
|
|
|
|
|
| Other receivables, excluding |
|
|
|
|
|
|
|
| prepayments |
| 7 |
| 149,552 |
|
| 83,329 |
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
| 8 |
| 21,469 |
|
| 38,965 |
The cash and cash equivalent assets of the Company are maintained with Standard Chartered Bank (Mauritius) Ltd. Standard Chartered Bank has an A1- issuer rating from Moody's long term rating agency, a P-1 short term rating from Moody's rating agency, an AA- issuer rating from Standard and Poor's rating agency, and an A-1+ short term rating from Standard and Poor's rating agency.
Concentration risk
The Company does not have any concentration risk as at 31 December 2021. Given that the Company has invested in Africa Opportunity Fund L.P (the Master Fund) which holds investments in various countries in Africa, the concentration risk therefore arises primarily at the Master Fund Level.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows. The table below illustrates the maturity profile of the Company's financial liabilities based on undiscounted payments.
| Year 2021 |
|
|
|
| Due |
| Due |
| Due |
|
|
|
|
|
| Due |
| Between 3 |
| Between 1 |
| greater |
|
|
|
| Due on |
| within 3 |
| and 12 |
| and 5 |
| than 5 |
|
|
|
| demand |
| Months |
| Months |
| years |
| years |
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| USD |
| USD |
| USD |
| USD |
| Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
| Other payables | - |
|
197,035 |
|
- |
| - |
| - |
|
197,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities | - |
|
197,035 |
|
- |
| - |
| - |
|
197,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year 2020 |
|
|
|
| Due |
| Due |
| Due |
|
|
|
|
|
| Due |
| Between 3 |
| Between 1 |
| greater |
|
|
|
| Due on |
| within 3 |
| and 12 |
| and 5 |
| than 5 |
|
|
|
| demand |
| Months |
| Months |
| years |
| years |
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| USD |
| USD |
| USD |
| USD |
| Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
| Other payables | - |
|
147,817 |
|
- |
| - |
| - |
|
147,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities | - |
|
147,817 |
|
- |
| - |
| - |
|
147,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Management
Total capital is considered to be the total equity as shown in the statement of financial position.
The Company is a closed end fund and repurchase of shares in issue can be done with the consent of the Board of Directors. The Company is not subject to externally imposed capital requirements.
The objectives for managing capital are:
· To invest the capital in investment meeting the description, risk exposure and expected return indicated in the Admission document.
· To achieve consistent capital growth and income through investment in value, arbitrage and special situations opportunities derived from the African continent.
· To maintain sufficient size to make the operation of the Company cost effective.
The primary objective of the Company's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.
14(b). AT THE MASTER FUND'S LEVEL
The financial risks at Master Fund Level are described as follows:
Fair value
The carrying amount of financial assets and liabilities at fair value through profit or loss held at Master Fund level are measured at fair value at the reporting date. The carrying amount of other receivables, cash and cash equivalents, trade and other payables and amount payable to related party at Master Fund levels approximates their fair value due to their short-term nature.
Market risk
The market risk lies primarily at the Master Fund level. Short selling involves borrowing securities and selling them to a broker-dealer. The Master Fund has an obligation to replace the borrowed securities at a later date. Short selling allows the Master Fund to profit from a decline in market price to the extent that such decline exceeds the transaction costs and the costs of borrowing the securities, while the gain is limited to the price at which the Fund sold the security short. Possible losses from short sales may be unlimited as the Master Fund has an obligation to repurchase the security in the market at prevailing prices at the date of acquisition.
With written options, the Master Fund bears the market risk of an unfavourable change in the price of the security underlying the option. Exercise of an option written by the Master Fund could result in the Master Fund selling or buying a security at a price significantly different from its fair value.
A contract for difference creates, as its name suggests, a contract between two parties speculating on the movement of an asset price. The term 'CFD' which stands for 'contract for difference' consists of an agreement (contract) to exchange the difference in value of a particular currency, commodity share or index between the time at which a contract is opened and the time at which it is closed. The contract payout will amount to the difference in the price of the asset between the time the contract is opened and the time it is closed. If the asset rises in price, the buyer receives cash from the seller, and vice versa. The Master Fund bears the risk of an unfavourable change on the fair value of the CFD. The risk arises mainly from changes in the equity and foreign exchange rates of the underlying security.
The Master Fund's financial assets are susceptible to market risk arising from uncertainties about future prices of the instruments. Since all securities investments present a risk of loss of capital, the Investment Manager moderates this risk through a careful selection of securities and other financial instruments. The Master Fund's overall market positions are monitored on a daily basis by the Investment Manager.
The directors have based themselves on past and current performance of the investments and future economic conditions in determining the best estimate of the effect of a reasonable change in equity prices, currency rate and interest rate.
Equity price risk
Equity price risk is the risk that the fair value of equities decreases as a result of changes in the levels of the equity indices and the values of individual stocks.
The equity price risk exposure arises from the Master Fund's investments in equity securities, from equity securities sold short and from equity-linked derivatives (the written options). The Master Fund manages this risk by investing in a variety of stock exchanges and by generally limiting exposure to a single industry sector to 15% of NAV.
Management's best estimate of the effect on the profit or loss for a year due to a reasonably possible change in equity indices, with all other variables held constant is indicated in the table below. There is no effect on 'other comprehensive income' as the Master Fund have no assets classified as 'available-for-sale' or designated hedging instruments.
In practice, the actual trading results may differ from the sensitivity analysis below and the difference could be material. An equivalent decrease in each of the indices shown below would have resulted in an equivalent, but opposite impact.
| Equity |
|
|
|
|
|
|
|
|
| Effect on net assets |
|
|
|
|
| attributable to |
| Master Fund | Change in | Shareholders | ||
|
|
| NAV price | 2021 | |
|
|
|
|
|
|
|
|
|
|
| USD |
|
|
|
|
|
|
| Financial assets at fair value through profit or loss | 10% |
| 2,401,537 | |
|
|
| -10% |
| (2,401,537) |
|
|
|
|
|
|
|
|
|
|
| Effect on net assets |
|
|
|
|
| attributable to |
| Master Fund | Change in | Shareholders | ||
|
|
| NAV price | 2020 | |
|
|
|
|
|
|
|
|
|
|
| USD |
|
|
|
|
|
|
| Financial assets at fair value through profit or loss | 10% |
| 1,948,048 | |
|
|
| -10% |
| (1,948,048) |
Currency risk
The Master Fund's investments are denominated in various currencies as shown in the currency profile below. Consequently, the Company is exposed to the risk that the exchange rate of the United States Dollar (USD) relative to these various currencies may change in a manner which has a material effect on the reported values of its assets denominated in those currencies. To manage its risks, the Master Fund may enter into currency arrangements to hedge currency risk if such arrangements are desirable and practicable.
The following table details the Master Fund's sensitivity to a possible change in the USD against other currencies. The percentage applied as sensitivity represents management's assessment of a reasonably possible change in foreign currency denominated monetary items by adjusting the translation at the year-end for the change in currency rates at the Master Fund level. A positive number below indicates an increase in profit where the USD weakens against the other currencies. In practice, actual results may differ from estimates and the difference can be material. The effect of a change in USD against other currencies at the Master Fund level as per the table below will have the same impact at the company level and will form part of the NAV of the subsidiary.
The sensitivity analysis shows how the value of a financial instrument will fluctuate due to changes in foreign exchange rates against the US Dollar, the functional currency of the Company.
| Currency Risk - Year 2021 |
|
|
|
|
|
| |
|
|
|
|
|
| Effect on net assets attributable to | ||
|
|
|
| Currency |
| shareholders in (USD) | ||
| Master Fund |
|
|
|
|
|
| |
| Change: |
|
|
|
| 30% |
| -30% |
|
|
|
| Botswana Pula |
| (437,444) |
| 437,444 |
|
|
|
| Ghana Cedi |
| (2,299,289) |
| 2,299,289 |
|
|
|
| Kenyan Shilling |
| (111,723) |
| 111,723 |
|
|
|
| South African Rand |
| (62,083) |
| 62,083 |
|
|
|
| Tanzanian Shilling |
| (334,588) |
| 334,588 |
|
|
|
| Zambian Kwacha |
| (1,640,378) |
| 1,640,378 |
|
|
|
|
|
|
|
|
|
| Change: |
|
|
|
| 10% |
| -10% |
|
|
|
| CFA Franc |
| (27,952) |
| 27,952 |
|
|
|
|
|
|
|
|
|
| Change: |
|
|
|
| 5% |
| -5% |
|
|
|
| Great British Pound |
| 687 |
| (687) |
| Currency Risk - Year 2020 |
|
|
|
|
|
| |
|
|
|
|
|
| Effect on net assets attributable to | ||
|
|
|
| Currency |
| shareholders in (USD) | ||
| Master Fund |
|
|
|
|
|
| |
| Change: |
|
|
|
| 30% |
| -30% |
|
|
|
| Botswana Pula |
| (244,269) |
| 244,269 |
|
|
|
| Ghana Cedi |
| (1,241,371) |
| 1,241,371 |
|
|
|
| Kenyan Shilling |
| (113,067) |
| 113,067 |
|
|
|
| South African Rand |
| (356,415) |
| 356,415 |
|
|
|
| Tanzanian Shilling |
| (332,521) |
| 332,521 |
|
|
|
| Zambian Kwacha |
| (536,326) |
| 536,326 |
|
|
|
|
|
|
|
|
|
| Change: |
|
|
|
| 10% |
| -10% |
|
|
|
| CFA Franc |
| (329,555) |
| 329,555 |
|
|
|
| Egyptian Pound |
| (33,629) |
| 33,629 |
|
|
|
|
|
|
|
|
|
| Change: |
|
|
|
| 5% |
| -5% |
|
|
|
| Australian Dollar |
| (9,395) |
| 9,395 |
|
|
|
| Great British Pound |
| 717 |
| (717) |
|
|
|
|
|
|
|
|
|
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The fair values of the Master Fund's debt securities fluctuate in response to changes in market interest rates. Increases and decreases in prevailing interest rates generally translate into decreases and increases in fair values of those instruments.
The investments in debt securities have fixed interest rate and the income and operating cash flows are not exposed to interest rate risk. The change in fair value of investments based on a change in market interest rate (a 50 basis points change) is not significant and has not been disclosed.
Credit risk
Financial assets that potentially expose the Master Fund to credit risk consist principally cash balances and interest receivable. The extent of the Master Fund's exposure to credit risk in respect of these financial assets approximates their carrying values as recorded in the Master Fund's statement of financial position (note 15). The Master Fund takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
|
|
|
|
| 2021 |
|
| 2020 |
|
|
|
|
| Master Fund |
|
| Master Fund |
|
|
|
|
| Carrying |
|
| Carrying |
|
|
|
|
| amount |
|
| amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD |
|
| USD |
|
|
|
|
|
|
|
|
|
| Other receivables, excluding |
|
|
|
|
|
|
|
| prepayments |
|
|
| 28,700 |
|
| 62,221 |
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
|
| 3,159,934 |
|
| 3,899,860 |
Concentration risk
At 31 December 2021 the Master Fund held investments in Africa which involves certain considerations and risks not typically associated with investments in other developed countries. Future economic and political developments in Africa could affect the operations of the investee companies.
Analysed by geographical distribution of underlying assets:
|
|
|
| Master Fund |
| Master Fund |
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| Bond & Notes |
|
|
|
|
|
| South Africa |
|
| 129,741 |
| 1,128,484 |
|
|
|
|
|
|
|
|
|
|
| 129,741 |
| 1,128,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Master Fund |
| Master Fund |
|
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
|
|
| USD |
| USD |
| Equity Securities |
|
|
|
|
|
| Ghana |
|
| 7,664,295 |
| 4,137,903 |
| Zambia |
|
| 5,467,927 |
| 1,787,754 |
| Zimbabwe |
|
| 4,295,838 |
| 2,774,717 |
| Other |
|
| 3,125,800 |
| 3,625,800 |
| Botswana |
|
| 1,458,146 |
| 814,231 |
| Tanzania |
|
| 1,115,294 |
| 1,108,402 |
| Kenya |
|
| 372,409 |
| 376,888 |
| Cote D'Ivoire |
|
| 279,516 |
| 1,077,896 |
| South Africa |
|
| 106,401 |
| 94,463 |
| Senegal |
|
| - |
| 2,217,651 |
| Egypt |
|
| - |
| 336,287 |
|
|
|
|
|
|
|
|
|
|
| 23,885,626 |
| 18,351,992 |
|
|
|
|
|
|
|
| Total |
|
| 24,015,367 |
| 19,480,476 |
|
|
|
|
|
|
|
Analysed by industry of underlying assets:
|
|
| Master Fund |
| Master Fund |
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
| USD |
| USD |
| Bond & Notes |
|
|
|
|
| Consumer Product & Services |
| 129,741 |
| 171,877 |
| Consumer Finance |
| - |
| 956,607 |
|
|
|
|
|
|
|
|
| 129,741 |
| 1,128,484 |
|
|
|
|
|
|
|
|
| Master Fund |
| Master Fund |
|
|
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
| USD |
| USD |
| Equity Securities |
|
|
|
|
| Financial Services |
| 7,770,696 |
| 4,232,365 |
| Utilities |
| 5,840,336 |
| 2,164,642 |
| Real Estate |
| 4,295,838 |
| 2,586,810 |
| Other |
| 3,125,800 |
| 3,962,087 |
| Consumer Finance |
| 1,458,146 |
| 814,231 |
| Beverages |
| 1,115,294 |
| 1,108,402 |
| Plantations |
| 279,516 |
| 1,077,896 |
| Telecommunications |
| - |
| 2,217,651 |
| Mining Industry |
| - |
| 187,908 |
|
|
|
|
|
|
|
|
| 23,885,626 |
| 18,351,992 |
|
|
|
|
|
|
| Total |
| 24,015,367 |
| 19,480,476 |
|
|
|
|
|
|
15. ANALYSIS OF NAV OF MASTER FUND ATTRIBUTABLE TO ORDINARY SHARES
|
|
|
| 31.12.2021 |
|
| 31.12.2020 |
|
|
|
|
|
|
|
|
|
|
|
| USD |
|
| USD |
| ASSETS |
|
|
|
|
|
|
| Cash and cash equivalents |
|
| 3,159,934 |
|
| 3,899,860 |
| Trade and other receivables |
|
| 28,700 |
|
| 62,221 |
| Financial assets at fair value through profit or loss |
|
| 24,015,367 |
|
| 19,480,476 |
| Total assets |
|
| 27,204,001 |
|
| 23,442,557 |
|
|
|
|
|
|
|
|
| EQUITY AND LIABILITIES |
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
| Trade and other payables |
|
| 474,296 |
|
| 474,296 |
| Amount payable to related party - AOF Ltd |
|
| 149,552 |
|
| 83,329 |
| Total liabilities |
|
| 623,848 |
|
| 557,625 |
|
|
|
|
|
|
|
|
| Net assets attributable to members' account |
|
| 26,580,153 |
|
| 22,884,932 |
|
|
|
|
|
|
|
|
16. SEGMENT INFORMATION
For management purposes, the Çompany is organised in one main operating segment, which invests in equity securities, debt instruments and relative derivatives. All of the Company's activities are interrelated, and each activity is dependent on the others. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment. The financial results from this segment are equivalent to the financial statements of the Company as a whole.
For geographical segmentation at the Master Fund level, please refer to Note 14.
17. PERSONNEL
The Company did not employ any personnel during the year (2020: the same).
18. COMMITMENTS AND CONTINGENCIES
There are no commitments or contingencies at the reporting date.
19. SIGNIFICANT EVENTS
MANDATORY REDEMPTION
The Directors, at their sole discretion, can effect a compulsory redemption of the Ordinary Shares on an ongoing basis and will therefore undertake a staged return of capital to shareholders. During the year ended 31 December 2021, the Directors approved a partial mandatory redemption of the Company's Ordinary Shares. On 24 May 2021, the Board of Directors of Africa Opportunity Fund Limited approved the mandatory redemption of 10,218,402 Ordinary shares. On 1 June 2021, the mandatory redemption was completed and AOF redeemed the 10,218,402 Ordinary Shares, on a pro rata basis, at the prevailing NAV per Ordinary Share of $0.705 as at 30 April 2021 Such shares were cancelled automatically following their redemption. Fractions of shares produced by the applicable redemption ratios have not been redeemed and so the number of shares redeemed in respect of each shareholder has been rounded down to the nearest whole number of shares. Payments of redemption proceeds were effected either through Euroclear or Clearstream (in the case of shares held in uncertificated form) or by cheque (in the case of shares held in certificated form) on or around 7 June 2021. Following the Mandatory Redemption, the Company has 24,787,758 Ordinary Shares in issue. As a result of the Mandatory Redemption described above, Robert Knapp and Myma Belo-Osagie, Directors of the Company now hold 4,001,616 and 33,117 Ordinary Shares, respectively. The Company benefitted from a strong level of realisations from its underlying portfolio. The redemptions during the year were funded through proceeds received from realising the assets of the Company.
20. COVID-19 PANDEMIC
As Covid-19 continues to spread, the impacts, including a potential global, regional or other economic recession, are increasingly uncertain and difficult to assess. Public health emergencies, including outbreaks of Covid-19 or other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on the Company, including the fair value of its investments. The current investment strategy and distribution policy, while mitigating some operational risks due to the enhanced levels of cash and cash equivalents as a consequence of the realisation efforts, does pose other challenges as the Investment Manager continues to attempt to maximise value while realising investments during this volatile environment. The Company and the Master Fund will continue to meet their working capital requirements and other obligations through utilisation of existing cash resources.
The Board and the Investment Manager are actively working towards assessing and minimising risks to the Fund's portfolio, however, given the degree of uncertainty around the potential future course of Covid-19, it is not possible to accurately quantify the future impact on the portfolio at this time.
21. EVENTS AFTER REPORTING DATE
There are no other events after the reporting date which require amendments to and/or disclosure in these financial statements.
SHARE PRICE
Prices of Africa Opportunity Fund Limited are published daily in the Daily Official List of the London Stock Exchange. The shares trade under Reuters symbol "AOF.L" and Bloomberg symbol "AOF LN".
MANAGER
Africa Opportunity Partners LLC.
COMPANY INFORMATION
Africa Opportunity Fund Limited is a Cayman Islands incorporated closed-end investment company admitted to trading on the SFS operated by the London Stock Exchange.
CAPITAL STRUCTURE
The Company has an authorized share capital of 1,000,000,000 ordinary shares of US$0.01 each of which 24,787,758 are issued and fully paid.
LIFE OF THE COMPANY
Directors consider it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, Shareholders passed an ordinary resolution at an extraordinary general meeting of the Company on 28 February 2014 that the Company continues in existence.
In June 2019, the Directors convened an Annual General Meeting and an Extraordinary General Meeting where the following was passed:
· Ordinary resolution that the requirement of the Company to propose the realisation opportunity be and is hereby waived.
· Ordinary resolution that the continuation of the existence of the Company be and is hereby approved.
· The text set out under "New Investing Policy" in paragraph 2 of Part III of the Company's circular to Shareholders dated 5 June 2019 (the "Circular") be and is hereby adopted as the new investment policy of the Company;
· The terms of the Amended and Restated Investment Management Agreement (as defined in the Circular) be and are hereby approved;
· The memorandum and the articles of association in the form initialled by the Chair of the meeting be adopted as the memorandum and articles of association of the Company in substitution for and to the exclusion of the existing memorandum and articles of association; and
· Any variation to the rights attaching to the Ordinary Shares in the Company pursuant to the adoption of the new memorandum and articles of association, and in particular the right for the Company to redeem the Ordinary Shares (including any redemptions made of 15 per cent. or more of the Company's issued share capital), be and is hereby approved.
In summary, shareholders voted to give AOF three years during which the Investment Manager will realize the portfolio in an orderly manner and distribute the proceeds to the shareholders.
A brief synopsis of the "New Investing Policy" is below: (Please review the Company's Circular dated 5 June 2019 for a detailed and comprehensive description of the Policy):
For a period of up to three years following the EGM (the "Return Period"), the Company will make no new investments (save that it may invest in, or advance additional funds to, existing investments within the Company's portfolio to maximise value and assist in their eventual realisation). The Company will adopt the New Investment Policy whereby the Company's existing portfolio of investments will be divested in a controlled, orderly and timely manner to facilitate a staged return of capital.
It should be appreciated that there is no time horizon in terms of the implementation of the New Investment Policy. Although the Company's portfolio is comprised of largely liquid equity holdings, the Company has some illiquid investments and it may take the Investment Manager some time to realise these.
REGISTERED NUMBER
Registered in the Cayman Islands number MC-188243.
Website
www.africaopportunityfund.com
[1] Reference indices are calculated in US Dollars using: Nigeria NSE Allshare Index, South Africa FTSE/JSE Africa Allshare Index, Nairobi NSE Allshare Index, Egypt Hermes Index, Moex Russia Index, previously known as Russia MICEX Index, Brazil IBOV Index, the Shanghai Shenzen 300 CSI Index, the India SENSEX Index, the S&P 500, the Stoxx Europe 600 Index, the FTSE 100 and the Nikkei 225.
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