Half-yearly report
(Thomson Reuters ONE) - Africa Opportunity Fund Limited (AOF.L) Announcement of Unaudited Interim Results for the 6 month period to 30 June 2009Africa Opportunity Fund Limited ("AOF" or the "Company"), theclosed-ended investment company which aims to achieve capital growthand income through investments in value, arbitrage, and specialopportunities derived from the continent of Africa announces itsunaudited results for the 6 month period to 30 June 2009.Highlights: * AOF's net asset value per share of US$0.615 increased 21% from the 31 December 2008 net asset value per share of US$0.511. * As at 30 June 2009, AOF's investment allocation was 50% listed equities, 40% Debt and 10% cash. * Dividends in the amount of $0.0026 per share were paid on 8 April 2009 and 8 July 2009. * AOF generated basic earnings per share of US$0.109 during the first six months of 2009. * AOF initiated a tender offer which closed on 26 February 2009. * A distribution of US$0.3705 per share, net of fees, was made to the exiting shareholders on 30 June 2009.Investment Manager's StatementNAV Performance and Market Conditions: The first half of 2009 waseventful for AOF's portfolio, in what was generally an upbeat sixmonth period for world markets. The NAV was $0.62 per share as of 30June, a rise of 21% from where it began 2009 and a rise of 21% fromwhere it began Q2. As a reference, in USD terms during the firsthalf of 2009 the S&P 500 rose 2%, South Africa rose 25%, Egypt rose22%, but Kenya declined 4%, and Nigeria declined 21%.Portfolio Highlights: During the period our holdings in MotoGoldmines and Addax Petroleum were the subject of agreed takeoverbids. In the case of Moto, the Canadian listed Red Back Mining madean all-share offer on 1 June which represented a 46% premium over thethen current share price and a transaction valued at $525 million.Subsequent to 30th June Randgold Resources announced a cash andshares offer in conjunction with Anglogold Ashanti that was a slightimprovement in value but offered the certainty of a partial cashpayment. Year to date AOF has earned a 172% return on its Motoinvestment.In the case of Addax, the China Petroleum Corporation (Sinopec) madean all-cash offer on 24 June which represented a 47% premium over theshare price prior to disclosure on 5 June by Addax that it was indiscussions with potential acquirers. The transaction is valued at$8.8 billion and was described as "transformational" by Sinopec. Itis a remarkable turn of events from the end of last year. InNovember, for example, AOF purchased convertible bonds in Addax atless than 50% of par and we purchased shares in Addax at less than$20. The bonds have a change of control put and will be redeemed atpar as part of the transaction, and the takeover price for the sharesof $52.80 represents a 133% return from where Addax shares began theyear.Also during the period, one of our fixed income holdings, KatangaMining, appreciated 70% in value to 65% of par from a low of 35% inMarch. This was the result of Glencore's announcement that it wouldunderwrite a $250 million equity rights offering, meaning that thisnew money would support the company in a junior position to AOF'sbonds. While the transaction resulted in Glencore acquiringownership in the range of 78% of Katanga's outstanding equity, itrepresents a substantial commitment to Katanga and to the DRC, and isvery good news for bondholders.AOF recently acquired subordinated notes issued by Old Mutual PLC, aFTSE 100 investment grade company that earned more than 70% of itsadjusted operating profits in Africa in 2007 and 2008. The notes ranksenior to the equity in the capital structure and enjoy a $7 billionequity cushion provided by those shares, but were priced in the 30sat current yields between 16% and 20%. At those levels, the notescould triple in price and still trade below par. As with manyinsurance companies in the world today, Old Mutual's balance sheet isstretched, the dividend on the ordinary shares has been cancelled,and the market is valuing the shares below book value. However, OldMutual remained profitable in 2008, it retains an investment graderating, and in our judgment is adequately capitalized. While themarket may prize the liquidity of the ordinary shares and view a 30%discount to book value as a margin of safety, we are delighted toaccept illiquidity for a high yield and a 90% discount to book value.Elsewhere in the portfolio challenges remain. Diamondcorp hasencountered operational delays and is running short of cash, and theIvory Coast has defaulted on its Sphynx notes. However, overall theportfolio is performing well amidst a difficult economic environment.Portfolio Appraisal Value: As of 30th June, the Manager's appraisalof the intrinsic economic value of the portfolio was $0.78 pershare. The market price of $0.48 as of 30 June, represents a 38%discount. Note the Appraisal Value is intended to provide a measureof the Manager's long-term view of the attractiveness of AOF'sportfolio. It is a subjective estimate, and does not tell when thatvalue will be realized, nor does it guarantee that any particularsecurity will reach its Appraisal Value.Strategy: We are focused on investing in companies with minimal debtand little need to access the capital markets, with a particularemphasis on goods and services in short supply in Africa. Marketleading, cash generative businesses are trading at historically lowvaluations, and where we can find companies offering a single digitPE, significant free cash flow, and a secure market position, we willlook to deploy risk capital. At the same time, in the realm of fixedincome, where we can find a 20%+ yield to maturity and high assetcoverage with a loan-to-value ratio better than 50%, we will alsolook to deploy risk capital.Tender Offer: AOF announced a tender offer in early February whichwas closed on the 26th of February. Shareholders were given theoption to submit fully 100% of their holdings for redemption. Giventhe severe pressures on the investment community, including some ofAOF's shareholders, the Manager is pleased that 37% of holders choseto remain invested, and is working diligently to provide rewardinglong term returns for its smaller but newly committed shareholderbase.Africa Opportunity PartnersCONSOLIDATED INCOME STATEMENTFOR THE PERIOD 1 JANUARY THROUGH 30 JUNE 2009 AND2008 Note For the Half For the Half Year Year Ended 30 Ended 30 June June 2009 2008 USD USDRevenueInterest income 811,715 3,650,710Dividend income 983,027 1,232,947Profit on financial assets at fairvalue through profit or loss 980,634 1,883,603Liquidation fee income 1,505,413 -Other income 833,957 147,322 5,114,746 6,914,582ExpensesManagement fee 178,437 1,224,839Custodian, secretarial andadministration fees 100,642 261,091Brokerage fees and commissions 6,194 311,475Audit fees 7,566 26,000Directors' fees 22,144 59,672Other operating expenses 8,669 62,177Losses on financial assets at fairvalue through profit or loss - 175,163Realised exchange loss 63,901 -Unrealised exchange loss on fixeddeposit - 54,773 387,553 2,175,190Gain for the period 4,727,193 4,739,392Attributable to:Equity holders of the Company 4,649,609 4,701,070Minority interest 77,584 38,322 4,727,193 4,739,392Basic gain per share for gainattributable to the 9equity holders of the Companyduring the period 0.1091 0.0376Note: First half 2009 figures are for the continuing shareholdersonly. 42,630,327 or 36.9% of the shares remained post the February2009 tender offer. Comparative figures should be viewed in thiscontext.The notes form an integral part of these financial statements.CONSOLIDATED BALANCE SHEETFOR THE PERIOD 1 JANUARY THROUGH 30 JUNE 2009 AND 2008 Notes As at 30 June As at 30 June 2009 2008 USD USDASSETSHeld-to-maturity financial assets - 4,730,042Financial assets at fair value 4 24,257,275 102,654,956through profit or lossTrade and other receivables 5 1,098,068 2,125,459Cash and cash equivalents 6 3,116,285 16,656,293Liquidation assets 5,290,748 -Total assets 33,762,376 126,166,750EQUITY AND LIABILITIESEquity attributable to equityholders of the parentShare capital 7 426,303 1,250,000Share premium 39,541,433 118,077,481Retained losses (13,738,621) 4,535,042Shareholders' interests 26,229,115 123,862,523Minority interest 495,189 784,800Total equity 26,724,304 124,647,323LIABILITIESTrade and other payables 8 1,747,324 1,519,427Deferred liability - liquidation 5,290,748 -Total equity and liabilities 33,762,376 126,166,750Note: First half 2009 figures are for the continuing shareholdersonly. 42,630,327 or 36.9% of the shares remained post the February2009 tender offer. Comparative figures should be viewed in thiscontext.The notes form an integral part of these financial statements.AFRICA OPPORTUNITY FUND LIMITEDCONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE PERIOD 1 JANUARY THROUGH 30 JUNE 2009 ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT Issued Share Retained Minority Total capital premium Losses Total interest Equity USD USD USD USD USD USDAt 01January 2008 1,250,000 119,489,981 (166,028) 120,573,953 746,478 121,320,431Shares buyback (94,900) (6,262,650) - (6,357,550) - (6,357,550)Loss for theyear - - (49,658,231) (49,658,231) (328,873) (49,987,104)Dividend - (5,486,263) - (5,486,263) - (5,486,263)At 31December2008 1,155,100 107,741,068 (49,824,259) 59,071,909 417,605 59,489,514Attributableto theliquidationpool * (728,797) (67,977,957) 31,436,029 (37,270,725) - (37,270,725)Profit forthe periodended 30June 2009 - - 4,649,609 4,649,609 77,584 4,727,193Dividend - (221,678) - (221,678) - (221,678)At 30 June2009 426,303 39,541,433 (13,738,621) 26,229,115 495,189 26,724,304* Adjustment to record tender offer share buyback and cancellationand to allocate pro-rata share of loss to the liquidatingshareholders for losses incurred inception to 27 February 2009.The notes form an integral part of these financial statements.AFRICA OPPORTUNITY FUND LIMITEDCONSOLIDATED CASH FLOW STATEMENTFOR THE PERIOD 1 JANUARY THROUGH 30 JUNE 2009 AND 2008 For the Period For the Period Ended 30 June Ended 30 June 2008 2008 USD USDCash flows from operatingactivitiesLoss for the year/ period 4,727,193 4,739,392Adjustment for:Losses attributable to liquidatingpool 31,436,029 -Stated capital attributable toliquidating pool (68,706,754) -Assets attributable to liquidatingpool 33,785,430 -Interest income (811,715) (3,650,711)Loss/(Gain) on financial assets atfair value through profit or loss (1,678,649) (1,883,603)Dividend income (983,027) (1,232,947)Exchange difference on fixeddeposit - (82,842)Operating loss before workingcapital changes (2,231,493) (2,110,711)Decrease/(increase) in otherreceivables and prepayments 196,179 233,442Increase in other payables andaccrued expenses 130,717 1,291,528Net cash (used in) / generated from operating activities (1,904,597) (585,741)Interest received 811,715 3,650,711Purchase of financial assets atfair value through profit or loss (7,935,602) (51,104,465)Disposal of financial assets atfair value through profit or loss 8,712,005 2,790,000Dividend received 983,027 1,232,947Loss on disposal - 175,163Net cash used in investingactivities 2,571,145 (43,255,644)Cash flows from financingactivitiesDividend paid (221,678) (1,412,500)Shares buy back - -Net cash flow (used in) / generatedfrom financing activities (221,678) (1,412,500)Net (decrease) / increase in cashand cash equivalents 444,870 (45,253,885)Cash and cash equivalent at thestart of the year / period 2,671,415 61,827,336Exchange Difference on fixeddeposits - 82,842Cash and cash equivalent at the endof the year / period 3,116,285 16,656,293The notes form an integral part of these financial statements.NOTES TO THE FINANCIAL STATEMENTSFOR THE PERIOD 1 JANUARY THROUGH 30 JUNE 20091. GENERAL INFORMATIONAfrica Opportunity Fund Limited (the "Company") was launched with anAlternative Market Listing "AIM" in July 2007. A secondary listingwas obtained on the Channel Islands Stock Exchange ("CISX") inNovember 2007.Africa Opportunity Fund Limited is a closed-ended fund incorporatedwith limited liability and registered in Cayman Islands under theCompanies Law on 21 June 2007 and with registered number MC-188243. The Company is domiciled at PO Box 309 GT, Ugland House, SouthChurch Street, George Town, Grand Cayman, Cayman Islands.The Company aims to achieve capital growth and income throughinvestment in value, arbitrage, and special situations investments inthe continent of Africa. The Company therefore may invest insecurities issued by companies domiciled outside Africa which conductsignificant business activities within Africa. The Company will havethe ability to invest in a wide range of asset classes including realestate interests, equity, quasi-equity or debt instruments and debtissued by African sovereign states and government entities.The Company's investment activities are managed by Africa OpportunityPartners Limited, a limited liability company incorporated in theCayman Islands and acting as the investment manager pursuant to anInvestment Management Agreement dated 18 July 2007.To ensure that investments to be made by the Company, and the returnsgenerated on the realisation of investments, are both effected in themost tax efficient manner, the Company has established AfricaOpportunity Fund L.P. as an exempted limited partnership in theCayman Islands. All investments made by the Company will be madethrough the limited partnership. The limited partners of the limitedpartnership are the Company, AOF CarryCo Limited and MilleniumSpecial Opportunities Holdings Ltd. The general partner of thelimited partnership is Africa Opportunity Fund (GP) Limited.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESThe principal accounting policies applied in the preparation of theseunaudited interim financial statements are set out below. Thesepolicies have been consistently applied in dealing with items whichare considered material in relation to the consolidated financial.Statement of complianceThe financial statements are prepared in accordance withInternational Financial Reporting Standards (IFRS) as issued by theInternational Accounting Standard Board (IASB).Basis of preparationThe financial statements have been prepared under the historical costconvention, as modified by the fair valuation of financial assets atfair value through profit or loss.The preparation of financial statements in conformity with IFRSrequires the use of certain critical accounting estimates. It alsorequires the Board of Directors to exercise its judgement in theprocess of applying the Group's accounting policies. The areasinvolving a higher degree of judgement or complexity, or areas whereassumptions and estimates are significant to the financial statementsare disclosed in Note 3.Basis of consolidationThe consolidated financial statements comprise the financialstatements of the Company and its subsidiaries (referred to as the"Group") as at 30 June 2009.Subsidiaries are fully consolidated from the date of acquisition,being the date on which the Group obtains control and continue to beconsolidated until the date that such control ceases.The financial statements of the subsidiaries are prepared for thesame reporting period as the parent company, using consistentaccounting policies.All intra-group balances, income and expenses and unrealised gainsand losses resulting from intra-group transactions are eliminated infull.Minority interests represent the portion of profit or loss and netassets not held by the Group and are presented separately in theIncome Statement and within equity in the Statement of Changes inEquity from parent shareholders' equity.Foreign currency translation(a) Functional and presentation currencyThe Group's consolidated financial statements are presented in USDwhich is the Group's functional currency. That is the currency ofthe primary economic environment in which Africa Opportunity FundLimited ("the Company") operates. Each entity in the Groupdetermines its own functional currency and items included in thefinancial statements of each entity are measured using thatfunctional currency. The functional currency of the entities withinthe Group is USD. The Group chose USD as the presentation currency.(b) Transactions and balancesTransactions in foreign currencies are initially recorded at thefunctional currency rate prevailing at the date of transaction.Monetary assets and liabilities denominated in foreign currencies areretranslated at the functional currency spot rate of the exchangeruling at the balance sheet date. All differences are taken to theincome statement. Non-monetary items that are measured in terms ofhistorical cost in a foreign currency are translated using theexchange rates as at the dates of the initial transactions.Non-monetary items measured at fair value in a foreign currency aretranslated using the exchange rates at the date when the fair valueis determined.Financial assetsThe Group classifies its financial assets in the followingcategories: at fair value through profit or loss, loans andreceivables and held-to-maturity financial assets. Theclassification depends on the purpose for which the financial assetswere acquired. Management determines the classification of itsfinancial assets at initial recognition.(i) Financial assets at fair value through profit or lossFinancial assets designated at fair value through profit or loss atinception are those that are managed and their performance evaluatedon a fair value basis in accordance with the Group's documentedinvestment strategy. The Group's policy is for the Investment Managerand the partners to evaluate the information about these financialassets on a fair value basis together with other related financialinformation.The Group determines the classification of its financial assets oninitial recognition and, where allowed and appropriate, re-evaluatesthis designation at each financial year end.RecognitionRegular-way purchases and sales of financial assets are recognised onthe trade date which is the date on which the Group commits topurchase the asset. Regular way purchases or sales are purchases orsales of financial assets that require delivery of assets within theperiod generally established by regulation or convention in themarket place.MeasurementWhen financial assets are recognised initially, they are measured atfair value, plus, in the case of investments not at fair valuethrough profit or loss directly attributable transactions costs.Gains and losses arising from changes in the fair value of the'financial assets at fair value through profit or loss' category arepresented in the income statement in the period in which they arise.Interest income from financial assets at fair value through profit orloss is recognised in the income statement within interest incomeusing the effective interest method. Dividend income from financialassets at fair value through profit or loss is recognised in theincome statement within dividend income when the Group's right toreceive payments is established.(ii) Held-to-maturity financial assetsNon-derivative financial assets with fixed or determinable paymentsand fixed maturities are classified as held to-maturity when theGroup has the positive intention and ability to hold tomaturity. After initial measurement held-to maturity investments aremeasured at amortised cost using the effective interest method lessallowance for impairment. Gains and losses are recognised in profitor loss when the investments are derecognised or impaired, as well asthrough the amortisation process.(iii) Loans and receivablesLoans and receivables are non-derivatives financial assets with fixedor determinable payments that are not quoted in an active market.Such financial assets are carried at amortised cost using theeffective interest rate method. Gains and losses are recognised inthe consolidated income statement when the loan and receivables arederecognised or impaired, as well as through the amortisationprocess.(iv) Fair value estimationSecurities listed on a stock exchange or traded on a regulated marketare valued as of the last closing price on such exchange or market.If no such price is available, the price is determined as the mean ofthe bid and ask price for such day. If no such price is available orif the market price is not representative of the fair market value,the security is valued based on quotations readily available fromprincipal-to-principal markets, financial publications, recognisedpricing services or upon the good faith estimate of fair value inaccordance with IFRS, in consultation with the Investment Manager.(iv) Fair value estimationPrivate securities without public markets or the availability ofindicative quotes are valued by the Investment Manager at its bestapproximation of fair value. The Investment Manager utilisesfinancial models to value these investments utilising multipleinvestment methodologies or techniques as appropriate, includingdiscounted cash flows, comparative evaluations, etc.(v) Impairment of financial assetsThe Group assesses at each balance sheet date whether a financialasset is impaired.Assets carried at amortised costIf there is objective evidence that an impairment loss on assetscarried at amortised cost has been incurred, the amount of the lossis measured as the difference between the asset's carrying amount andthe present value of estimated future cash flows (excluding futureexpected credit losses that have not been incurred) discounted at thefinancial asset's original effective interest rate (i.e. theeffective interest rate computed at initial recognition). Thecarrying amount of the asset is reduced through use of an allowanceaccount. The amount of the loss is recognised in profit or loss.If, in a subsequent period, the amount of the impairment lossdecreases can be related objectively to an event occurring after theimpairment was recognised, the previously recognized impairment lossis reversed, to the extent that the carrying value of the asset doesnot exceed its amortised cost at the reversal date. Any subsequentreversal of an impairment loss is recognised in profit or loss.DerecognitionA financial asset (or, where a part of a financial asset or part of agroup of similar financial assets) is derecognised when: * The rights to receive cash flows from the asset have expired; * The Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or * The Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.When the Group has transferred its rights to receive cash flows froman asset and has neither transferred nor retained substantially allthe risks and rewards of the asset nor transferred control of theasset, the asset is recognised to the extent of the Group'scontinuing involvement in the asset. Continuing involvement thattakes the form of a guarantee over the transferred asset is measuredat the lower of the original carrying amount of the asset and themaximum amount of consideration that the Group could be required torepay.Financial liabilitiesDerecognitionA financial liability is derecognised when the obligation under theliability is discharged or cancelled or expired.When an existing liability is replaced by another from the samelender on substantially different terms, or the terms of an existingliability are substantially modified, such an exchange ormodification is treated as a derecognition of the original liabilityand the recognition of a new liability, and the difference in therespective carrying amounts is recognised in profit or loss.Share capitalOrdinary shares are classified as equity.Revenue recognitionRevenue is recognised to the extent that it is probable that theeconomic benefits will flow to the Group and the revenue can bereliably measured. Revenue is measured at the fair value of theconsideration received, excluding discounts, rebates and sales taxesor duty.Interest income:Revenue is measured as interest accrues using the effective interestrate.Interest on bonds and debentures:Revenue is measured as interest accrues using the effective interestrate.Dividend income:Revenue is recognised when the Group's right to receive the paymentis established.Other payablesOther payables are recognised initially at fair value andsubsequently measured at amortised cost using the effective interestmethod.ProvisionA provision is recognised when and only when there is a presentobligation (legal or constructive) as a result of a past event, andit is probable that an outflow embodying economic benefits will berequired to settle that obligation and a reliable estimate can bemade of the amount of the obligation. Provisions are reviewed at eachbalance sheet date and adjusted to reflect the current best estimate.Cash and cash equivalentsCash and cash equivalents comprise cash at bank. Cash equivalents areshort term, highly liquid investments that are readily convertible toknown amounts of cash and which are subject to an insignificant riskof change in value.Related partiesFor the purposes of these financial statements, parties areconsidered to be related to the Group if they have the ability,directly or indirectly, to control the Group or exercise significantinfluence over the Group in making financial and operating decisions,or vice versa, or where the Company is subject to common control orcommon significant influence. Related parties may include keymanagement personnel and close family members.Dividend distributionDividends are declared and paid to the shareholders when thedirectors are satisfied that the Company has sufficient cashresources to do so.3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONSThe preparation of the financial statements requires management tomake judgements, estimates and assumptions that affect the reportedamounts of revenues, expenses, assets and liabilities at thereporting date. However, uncertainty about these assumptions andestimate could result in outcomes that require a material adjustmentto the carrying amount of the asset or liability affected in futureperiods.Critical accounting judgements in applying the Group's accountingpoliciesIn the process of applying the Group's accounting policies, which aredescribed in Note 2, the directors have made the following judgementsthat have the most effect on the amounts recognised in the financialstatements:-(i) Determination of functional currencyThe determination of the functional currency of the Group is criticalsince recording of transactions and exchange differences arisingthereon are dependent on the functional currency selected. Asdescribed in Note 2, the directors have considered those factorstherein and have determined that the functional currency of the Groupis the United States Dollar.(ii) Fair value of other financial instrumentsThe fair value of financial instruments that are not traded in anactive market is determined by using valuation techniques includingcomparable valuation and Black Scholes model. The Group uses itsjudgement to select a variety of methods and make assumptions thatare mainly based on market conditions existing at each balance sheetdate. The judgements include considerations of inputs such asliquidity risk, credit risk and volatility. Changes in assumptionsabout these factors could affect the reported fair value of thefinancial instrument.(iii) Impairment of financial assetsThe Group follows the guidance of IAS 39 to determine whenheld-to-maturity financial assets and receivables are impaired.4. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 1 January through 1 January through 30 June 2009 30 June 2008 USD USDDesignated at fair valuethrough profit or loss:At start of year 57,140,459 52,635,051Additions 8,030,641 51,104,465Disposals (8,712,006) (2,790,000)Net gain on financial assetsat fair value through profitor loss 1,583,606 1,708,440Allocation of assets toliquidation pool as ofcalculation date (33,785,426) -At 30 June 24,257,275 102,654,956Analysis of portfolio: - Listed equity securities 13,900,094 45,338,089 - Listed debt securities 10,072,240 57,316,867 - Unlisted debt securities 284,941 - 24,257,275 102,654,9565. TRADE AND OTHER RECEIVABLES 30 June 2009 30 June 2008 USD USDInterest receivable on bonds 648,759 2,125,459Dividend receivable 177,634 -Other receivables 271,675 - 1,098,068 2,125,459The receivable are neither past due nor impaired. Interest receivableon bonds are due within six months.6. CASH AND CASH EQUIVALENTS 30 June 2009 30 June 2008 USD USDFixed deposit account - Barclays BankPLC - 9,240,516Fixed deposit account - Newedge 2,856,787 -Call deposit account - Barclays BankPLC 259,498 2,470,550Fixed deposit account - WestLB AG - 4,945,227 3,116,285 16,656,2937. SHARE CAPITAL 2009 2009 Number USDAuthorised share capitalOrdinary shares with a par value of USD0.01 1,000,000,000 10,000,000 2008 2008 Number USDShare capitalOpening balance 125,000,000 1,250,000Shares buy back (9,490,000) (94,900)As at 31 December 2008 115,510,000 1,155,100 2009 2009 Number USDOpening balance 115,510,000 1,155,100Exercise of tender offer (72,879,673) (728,797)As at 30 June 2009 42,630,327 426,303On February 26 a tender offer was passed pursuant to an approval bythe Board of Directors. 72,879,673 shares were tendered. Theseshares were treated as purchased and cancelled on the calculationdate of 27 February 2009 with the applicable tender considerationoutstanding treated as a deferred liability of the Company.The directors have the general authority to repurchase the ordinaryshares in issue subject to the Company having funds lawfullyavailable for the purpose. However, if the market price of theordinary shares falls to a discount to the Net Asset Value, thedirectors will consult with the Investment Manager as to whether itis appropriate to instigate a repurchase of ordinary shares.8. TRADE AND OTHER PAYABLES 30 June 2009 30 June 2008 USD USDDividend Payable 110,839 -Accrued expenses 166,590 195,203Option obligations 698,014 -Other payables 771,881 1,324,224 1,747,324 1,519,427Other payables are non-interest bearing and are due on demand.9. GAIN PER SHAREBasic gain per share is calculated by dividing the gain attributableto equity holders by the weighted average number of ordinary sharesin issue during the period excluding ordinary shares purchased by theCompany (including those repurchased in accordance with the TenderOffer) and held as treasury shares.The Company's diluted gain per share is the same as basic gain pershare, since the Company has not issued any instrument with dilutivepotential. 2009 2008Gain attributable to equity holdersof the Company USD 4,649,609 4,701,070Weighted average number of ordinaryshare in issue 42,630,327 125,000,000Basic gain per share US cents 10.91 3.76Gains or losses for the period 1 January through 27 February(Calculation Date) attributable to the liquidation pool have beenallocated to same as an adjustment to the liquidation pool deferredliability.10. TAXATIONUnder the current laws of Cayman Islands, there is no income, estate,transfer sales or other Cayman Islands taxes payable by the Fund. Asa result, no provision for income taxes has been made in thefinancial statements.11. EVENTS DURING REPORTING PERIODTender offerOn 4 February 2009, the Board of Directors of the Company resolved tomake a tender offer, conditional upon shareholder approval , topurchase up to 100% of ordinary shares in issue. A circular settingout the terms and conditions of the Company was posted to theshareholders of the Company to that effect, and was subsequentlyapproved by the shareholders.The tender offer process closed on 26 February 2009 and the Companyreceived irrevocable tender forms from its shareholders in respect of72,879,673 ordinary shares in the Company, which represent 63.09% ofthe issued ordinary shares eligible for tender pursuant to the tenderoffer. Effective as of the Calculation date of 27 February 2009, thetendered shares were treated as purchased and cancelled withapplicable Tender Consideration left outstanding as a deferredliability of the Company.The resulting ordinary shares outstanding subsequent to the cancellation of the tendered shares is 42,630,327. Effective 4March 2009, the Company's ordinary shares were de-listed from theOfficial List of the Channel Islands Stock Exchange, LBG and sharesare exclusively traded on the AIM Market of the London StockExchange.On 30 June 2009 a tender consideration distribution was made to thetendered shareholders in the amount of USD $0.3705 per share, net offees. The Company received a fee of $1,500,018 as part of theliquidation distribution. Remaining net investment assets of thetendered shareholders after expenses and fees were approximated at$0.04 per share as at 30 June 2009. The realisation and distribution(net of fees) of the remaining assets of the tendered shareholdersassets will be made when and as determined by the Investment Manager.This report is available on the Company's websitehttp://www.africaopportunityfund.com and has been posted to theshareholders.For further information please contact:Africa Opportunity Fund LimitedFrancis DanielsTel: +2711 684 1528Grant Thornton Corporate Finance (Nominated Adviser)Philip SecrettTel: +44 020 7383 5100LCF Edmond de Rothschild Securities Limited (Nominated Broker)Claire Heathfield/Hiroshi FunakiTel: +44 020 7845 5960---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 30.09.2009 - 08:03 Uhr
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