TIDMDIAM

RNS Number : 2925L

Diamond Circle Capital Plc

03 September 2012

 
               DIAMOND CIRCLE CAPITAL PLC 
 
 
  Unaudited Condensed Half-Yearly Financial Statements 
 
 For the period from 1st January 2012 to 30th June 2012 
 

Report of the Directors

For the period from 1st January 2012 to 30th June 2012

The Directors have pleasure in presenting the interim condensed financial statements of Diamond Circle Capital PLC (the "Company") for the period from 1st January 2012 to 30th June 2012.

The Company

The Company was registered on 29 May 2007 with the registration number 119887C and was incorporated and is domiciled in the Isle of Man. The Company was incorporated under the Companies Act 1931 to 2004 as a closed-ended investment Company. Its Ordinary Shares are traded on the London Stock Exchange.

Investment Objective

The investment objective of the Company during the period was to seek to produce long-term appreciation of its portfolio of diamonds by creating a portfolio of polished diamonds for long-term investment. It was intended that diamonds within the Company's diamond portfolio would be traded only when the Investment Adviser believes that there was a profitable opportunity to make a sale or a purchase. Following the results of voting at an Extraordinary General Meeting held on 12 July 2012, the investment objective and policy has been amended, and the Company will now be managed with a view to realising its existing portfolio of diamonds in an orderly and timely manner and returning the net proceeds of sale to Shareholders at such times and in such manner as the Board may in its absolute discretion determine.

Results and dividends

The results for the period and the Company's financial position at the end of the period are shown on page 9 and page 10 respectively.

The Directors expect to declare dividends in the near future, as part of a overall strategy to return capital to shareholders as and when sufficient reserves are available and in such manner as the Board deem appropriate.

Directors

The Directors of the Company who served during the period and at the period end is as follows: -

   Patrick Rupert Cottrell                            (Chairman) 
   Jonathan David Clague                           (Chairman of Audit Committee) 

Clive Parrish

   Pavlo Protopapa                                     Resigned 29 February 2012 

The Directors interest in the share capital of the Company at 30 June 2012 were:

 
        Number of Ordinary Shares 
 Patrick Rupert Cottrell    5,000 
 

Substantial interest in share capital

As at 30 June 2012, the following holdings represented more than 3 per cent of the Company's issued share capital.

 
                                            Number of Ordinary   Percentage 
                                                        Shares         Held 
 Abdullah Chatila                                    4,629,500         62.3 
 Diapason Commodities Management 
  S.A.                                              *1,003,867         13.5 
 UBS AG Zurich                                         664,150          8.9 
 Numis Securities                                      284,115          3.8 
  * Information provided by Diapason Commodities Management 
   S.A 
 
 

The Investment Adviser

AUM Asset Management Limited were appointed as Investment Adviser, effective from 20 July 2011.

Listing

On 25 June 2008, the Company's Ordinary Shares were admitted to trading on the Main Market of the London Stock Exchange. Upon incorporation 2 Ordinary Shares were issued at a price of $1 per share. On 25 June 2008, the Company issued 7,432,398 Ordinary Shares in its initial placing at an offer price of $10 per share.

Going Concern

Following the result of the voting on the Company's investment policy at an Extraordinary General Meeting held on 12 July 2012, the Company is embarking on a managed realisation of its existing portfolio in an orderly and timely manner, returning the net proceeds to Shareholders, and accordingly the accounts have been prepared on a break up basis.

The Directors consider that the Company has adequate resources to continue to meet its liabilities as they fall due.

Corporate Governance Statement

The Company is a closed-ended investment Company registered and incorporated in the Isle of Man on 29 May 2007. The Company complies with the corporate governance obligations that are applicable to it under Isle of Man Law. The Combined Code does not directly apply to companies incorporated in the Isle of Man but the Directors have complied with the relevant requirements of the Combined Code to the extent that they consider it appropriate having regard to the Company's size and nature of business. The Board is not presently aware of any respects in which it will depart from this approach and the Board considers that the Company has complied with this approach to corporate governance throughout this accounting period.

The Board of Diamond Circle Capital PLC has developed its internal procedures to be in line with the recommendation of the Combined Code where appropriate and these are monitored on a regular basis. The Directors will continue to comply with the relevant requirements of the Combined Code to the extent that they consider it appropriate.

Responsibilities of the Board

The Board of Directors is responsible for the determination of the investment policy of the Company and for its overall supervision via the investment policy and objectives that it has set out. The Board is also responsible for the Company's day-to-day operations; however, since the Board members are all non-executive, in order to fulfill these obligations, the Board has delegated operations through arrangements with the Investment Adviser and Administrator.

The Board intends to meet at least four times a year at which time the Directors review the management of the Company's assets and all other significant matters so as to ensure that the Directors maintain overall control and supervision of the Company's affairs. The Board is responsible for the appointment and monitoring of all service providers to the Company. Between these quarterly meetings there is regular contact with the Investment Adviser and Administrator. The Directors are kept fully informed of investment and financial controls and other matters that are relevant to the business of the Company and should be brought to the attention of the Directors. The Directors also have access to the Secretary and, where necessary in the furtherance of their duties, to independent professional advice at the expense of the Company.

The Articles of Association provide that unless and until otherwise determined by ordinary resolution of the Company, the Directors (other than alternate Directors) shall be no less than two and no greater than twelve in number. In addition the Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as may be determined from time to time by the Board, not exceeding, in aggregate, $200,000 per annum or such other sum as the Company in general meeting shall from time to time determine.

The Board and Committees

The Company has established an Audit Committee, which is due to meet formally at least twice a year. The principal duties of the Audit Committee are to:

- consider the appointment of external auditors;

- discuss and agree with the external auditors the nature and scope of the audit;

- review the scope, results and cost effectiveness of the audit;

- review the independence and objectivity of the auditors;

- review the external auditors' letter of engagement and management letter;

- analyse the key procedures adopted by the Company's service providers;

- review the annual financial statements and interim report and recommend them to the Board for approval;

- consider the requirement of an internal audit function;

In addition where non-audit services are to be provided by the auditors, full consideration of the financial and other implications on the independence of the auditors arising from any such engagement will be considered before proceeding.

The Audit Committee is due to meet twice a year. In addition, there have been a small number of ad hoc meetings of the board to review specific items between the regular scheduled quarterly meetings.

All the Directors are non-executive and therefore a nomination committee is not required. The Company has not established a separate remuneration committee as the Board is satisfied that any relevant issues can be properly considered by the Board or by the established Audit Committee.

The Board has a breadth of experience relevant to the Company and the Directors believe that any changes to the Board's composition can be managed without undue disruption. With any new Director appointment to the Board, consideration will be given as to whether an induction process is appropriate.

Internal Controls

The Board recognises the need for effective high level internal controls. High level controls in operation at the Company include:

- Segregation of duties between relevant functions and departments within the Administrator and the Investment

Adviser;

- consideration of administration reports and portfolio valuations provided by the Administrator; and

- consideration of Investment Adviser reports and analysis.

The Company's administrator, IOMA Fund and Investment Management Limited has a number of internal control functions including a dedicated Compliance Officer whose role includes the maintenance of a log of errors and breaches which are reported to the Board of both the Company and Administrator at each quarterly board meeting.

Relations with Shareholder

The Board believes that the maintenance of good relations with Shareholders is important for the long term prospects of the Company. The Board receives feedback on the views of Shareholders from the corporate broker and the Investment Adviser.

All general meetings of the Company will be held in the Isle of Man. The Company held its annual general meeting on 13 June 2012, and an extraordinary general meeting on 12 July 2012 to consider the proposed change to the investment strategy and policy.

Principal risks and uncertainties

The principal risks facing the Company relate to the Company's investment activities. These risks are market risk (comprising of price risk, interest rate risk, currency risk) liquidity risk, credit risk and off-balance sheet risk.

An explanation of these risks and how they are managed is contained in Company's Audited Financial Statements for the year ended 31 December 2011. Other risk factors facing the Company include the following: Capital Management Risk, Regulatory Risks (including Listing Rules of the UK Listing Authority ("Listing Rules") or Rules of the London Stock Exchange ('LSE Rules") and Taxation. The principal risks and uncertainties have not changed since the publication of the Annual Report.

Directors' Responsibility Statement

For the period from 1st January 2012 to 30th June 2012

To the best of the knowledge of the Directors:

The condensed half-yearly financial statements give a true and fair view of the assets, liabilities, financial position and comprehensive income of the Company and has been prepared in accordance with International Accounting Standards (IAS) 34 'Interim Financial Reporting'.

The Interim Management Statement includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred in the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

For and on behalf of the Board of Directors

Rupert Cottrell

 
 Director 
 

Interim Management Report

For the period from 1st January 2012 to 30th June 2012

MARKET COMMENT

After a promising start, the first half of 2012 eventually proved to be a challenging period for the diamond market.

The seeds of the current weakness had been planted a while ago and are now well documented, e.g. the seemingly ever-worsening European fiscal and banking situation, the protracted slowing down of economic momentum in emerging markets in general and China in particular, and the lack of significant job creation in the US.

Initially, its objectively sound fundamentals enabled the diamond market to very convincingly absorb the aforementioned shocks and to show a very good face against a background of increasing weakness of all "risk assets". But there is no such thing as complete decorrelation these days, and at some stage the diamond market had to be mechanically contaminated by the plight of commodities overall. Beyond exogenous stress, the diamond market also suffered from more endogenous developments: the sharp fall of the Indian rupee to new all-time lows, a dwindling trading liquidity, and, more down to earth, the fact that rough prices remained stubbornly high for too long, logically resulting in excess supply down the line and therefore price pressure all along the value chain from the very last days of spring onwards.

Over the period, the PolishedPrices Composite Rough Diamond Index shed 11%. Polished diamonds demonstrated better resistance, losing only 4.5% during the semester.

Meanwhile, top coloured diamonds continued to register prices close to all-time highs at auctions. Highlights include a 3.54-carat fancy blue that sold for USD 2,434,500 at Sotheby's in New York and a 12.04-carat fancy intense pink, known as the Martian Pink, which sold for an impressive USD 1,452,267 per carat at Christie's spring sale of Hong Kong Magnificent Jewels.

FUND ACTIVITY

Activity was severely hindered by the progressive evaporation of liquidity on the trading front. DCC's Board decided to take some profits in January 2012, subsequently increasing cash levels to 12%. But the sheer lack of momentum in the market place prevented any kind of meaningful arbitrage thereafter. Net cash amounted to 9.94% of assets at the end of the period.

The Fund's NAV consolidated marginally from 7.20 to 7.02 (-2.5%)

Following the acquisition by Mr Chatila of 62.29% of the voting of the company in June 2012, shareholders decided at an Extraordinary General Meeting held on 12 July 2012 that "the Company will now be managed with a view to realising its existing portfolio of diamonds in an orderly and timely manner and returning the net proceeds of sale to shareholders at such times and in such manner as the Board may in its absolute discretion determine."

OUTLOOK

Short-term prospects remain somewhat challenging for the diamond market and should remain so as long as risk aversion is clearly the main topic on the agenda of markets and the industry overall. More concretely, the market will therefore remain vulnerable until liquidity resumes at normal levels. Arguably, the current policies of central banks worldwide should help in that regard, but how long will that process take?

In the meantime, cautiousness should continue to rule and preference be given to the most liquid segments of the markets.

In the longer term, diamond fundamentals remain outstanding and any consolidation on prices of gems, especially the top ones, should therefore be seen as an investment opportunity on a reasonable horizon. After the summer recess, the forthcoming Hong Kong Gems and Jewellery Show will be the next moment of truth for gems.

Diamond Circle Capital PLC

Half-Yearly Condensed Statement of Comprehensive Income

For the period from 1st January 2012 to 30th June 2012

 
                                                            6 month       6 month 
                                                                 to            to    Year ended 
                                                 Note   30 Jun 2012   30 Jun 2011   31 Dec 2011 
                                                                                      (Audited) 
                                                                  $             $             $ 
 Income 
 Unrealised (loss)/gain on revaluation 
  of investment diamonds                          3     (4,098,786)     2,634,114     5,658,240 
 Net loss on financial asset at fair value 
  through profit or loss                                          -         (414)       (3,730) 
 Interest income on bank balances                                 -           172           234 
 Net realised and unrealised foreign exchange 
  (losses)/gains                                            (6,701)         1,898       (1,648) 
 Realised gain/(loss) on sale of investment 
  diamonds                                                  130,200             -     (289,146) 
 Realised (loss) on financial asset at 
  fair value through profit and loss                              -       (3,316)             - 
                                                       ------------  ------------  ------------ 
                                                        (3,975,287)     2,632,454     5,363,950 
                                                       ------------  ------------  ------------ 
 
 Expenses 
 Investment adviser fees                          8       (266,364)     (370,051)     (647,908) 
 Board of experts' fees                           9       (100,000)     (150,000)     (250,000) 
 Valuators' fees                                  10      (121,409)     (100,000)     (200,000) 
 Directors' fees                                           (69,623)      (56,560)     (122,370) 
 Administration fees                              11       (57,000)      (42,000)      (84,000) 
 Safe custody fees                                         (77,151)      (65,745)     (131,579) 
 Registrar and transfer agent fees                          (5,938)       (9,000)      (18,000) 
 Audit fees                                                (14,456)      (23,936)      (40,780) 
 Professional fees                                        (337,697)     (103,341)     (187,820) 
 Marketing expenses                                        (75,000)             -      (80,086) 
 Other expenses                                           (294,290)      (54,806)     (166,398) 
 
                                                        (1,418,928)     (975,439)   (1,928,941) 
                                                       ------------  ------------  ------------ 
 
 (Loss)/(Profit) for the period/year before 
  taxation                                              (5,394,215)     1,657,015     3,435,009 
 
 Taxation                                                         -             -             - 
 
 Total comprehensive (loss)/income for 
  the period/year after taxation                        (5,394,215)     1,657,015     3,435,009 
                                                       ------------  ------------  ------------ 
 
 Earnings per share - Basic and diluted 
  (cents)                                         12         (0.73)          0.22          0.46 
                                                       ============  ============  ============ 
 
 

There are no other items that require disclosure in the Statement of Comprehensive Income.

All operating activities are discontinuing from 12 July 2012.

Half-Yearly Condensed Statement of Financial Position

As at 30th June 2012

 
                                                    30 June          31 December                   30 June 
                                   Note                    2012                   2011                   2011 
                                                                             (Audited) 
                                                              $                      $                      $ 
 Non-Current Assets 
 Investment diamonds                3                         -             47,966,370             47,370,564 
                                         ----------------------  ---------------------  --------------------- 
                                                              -             47,966,370             47,370,564 
 
 Current Assets 
 Assets held for resale             3                42,565,584                      -                      - 
 Cash and cash equivalents          4                 5,170,651              5,386,313              4,621,464 
 Prepayments and debtors            5                   136,303                136,936                 24,360 
                                         ----------------------  ---------------------  --------------------- 
 Total current assets                                47,872,538              5,523,249              4,645,824 
 
 TOTAL ASSETS                                        47,872,538             53,489,619             52,016,388 
 
 
 Non-Current Liabilities 
 Preliminary expenses               6                         -                339,716                631,945 
 
 Current Liabilities 
 Trade and other payables           6                   951,210                834,360                846,894 
 
 TOTAL LIABILITIES                                      951,210              1,174,076              1,478,839 
                                         ----------------------  ---------------------  --------------------- 
 
 Capital and Reserves 
 
 Issued share capital               7                    74,324                 74,324                 74,324 
 Share premium                                       74,249,676             74,249,676             74,249,676 
 Retained earnings                                 (27,402,672)           (22,008,457)           (23,786,451) 
                                         ----------------------  ---------------------  --------------------- 
                                                     46,921,328             52,315,543             50,537,549 
                                         ----------------------  ---------------------  --------------------- 
 
 TOTAL EQUITIES AND LIABILITIES                      47,872,538             53,489,619             52,016,388 
                                         ----------------------  ---------------------  --------------------- 
 
 Net asset value per Ordinary 
  Share                                                    6.31                   7.04                   7.01 
                                         ======================  =====================  ===================== 
 

These financial statements were approved by the Board on 29 August 2012.

Half-Yearly Condensed Statement of Changes in Equity

For the period from 1st January 2012 to 30th June 2012

 
                                    Share        Share       Retained 
                                  Capital      Premium       Earnings         Total 
                                        $            $              $             $ 
 
 Balance at 1(st) January 2011     74,324   74,249,676   (25,443,466)    48,880,534 
 
 Total comprehensive income 
  for the period                        -            -      1,657,015     1,657,015 
 
 Balance at 30 June 2011           74,324   74,249,676   (23,786,451)    50,537,549 
                                 ========  ===========  =============  ============ 
 
 Total comprehensive income 
  for the period                        -            -      1,777,994     1,777,994 
 
 Balance at 31(st) December 
  2011                             74,324   74,249,676   (22,008,457)    52,315,543 
 
 Total comprehensive income 
  for the period                        -            -    (5,394,215)   (5,394,215) 
 
 Balance at 30 June 2012           74,324   74,249,676   (27,402,672)    46,921,328 
                                 ========  ===========  =============  ============ 
 

Half-Yearly Condensed Statement of Cash Flows

For the period from 1st January 2012 to 30th June 2012

 
                                                               6 months       6 months 
                                                                     to             to    Year ended 
                                                                                              31 Dec 
                                                            30 Jun 2012    30 Jun 2011          2011 
                                                                                           (Audited) 
                                                   Note               $              $             $ 
 Operating activities 
 Total comprehensive income for the period/year             (5,394,215)      1,657,015     3,435,009 
 
 Adjustments to reconcile loss before 
  tax to net cash flows 
 Decrease/(increase) in value of investment 
  diamonds                                                    4,098,786    (2,634,114)   (5,658,239) 
 Decrease in value of financial assets                                -          3,730           414 
 Increase/(decrease) in prepaid expenses 
  and sundry debtors                                                633         22,538      (90,038) 
 Decrease in creditors and accruals                           (222,866)      (311,885)     (616,648) 
 Interest on bank balances                                            -          (172)         (234) 
 Realised (gain)/loss on sale of investment 
  diamonds                                                    (130,200)              -       292,461 
                                                         --------------  -------------  ------------ 
 Net cash flows from operating activities                   (1,647,862)    (1,262,888)   (2,637,275) 
                                                         --------------  -------------  ------------ 
 
 Investing activities 
 Purchase of investment diamonds                                      -              -   (6,548,800) 
 Proceeds of financial assets designated 
  at fair value through the profit and 
  loss                                                          -            3,991,304     3,991,303 
 Proceeds from sale of investment diamonds                    1,432,200              -     8,687,975 
 Receipt of interest on bank balances                                 -            172           234 
                                                         --------------  -------------  ------------ 
 Net cash flows from investing activities                     1,432,200      3,991,476     6,130,712 
                                                         --------------  -------------  ------------ 
 
 Changes in cash and cash equivalents                         (215,662)      2,728,588     3,493,437 
 
 Cash and cash equivalents as at period 
  start                                                       5,386,313      1,892,876     1,892,876 
 
 Cash and cash equivalents as at period 
  end                                               4         5,170,651      4,621,464     5,386,313 
                                                         --------------  -------------  ------------ 
 
 
 
 
 
 
 
 
 

Notes to the Condensed Half-Yearly Financial Statements

For the period from 1st January 2012 to 30th June 2012

   1.               General information 

Diamond Circle Capital PLC, ("the Company") is a closed-ended investment Company registered and incorporated in the Isle of Man on 29 May 2007. The Company was formed to invest in polished diamonds and has no fixed life. The Company was incorporated under the Companies Act 1931 to 2004 and is a limited company. The Company was launched on 29 May 2007 and commenced operations on 1 July 2008.

The investment objective of the Company during the period was to seek to produce long-term appreciation of its portfolio of diamonds by creating a portfolio of polished diamonds for long-term investment. It was intended that diamonds within the Company's diamond portfolio would be traded only when the Investment Adviser believes that there was a profitable opportunity to make a sale or a purchase. Following the results of voting at an Extraordinary General Meeting held on 12 July 2012, the investment objective and policy has been amended, and the Company will now be managed with a view to realising its existing portfolio of diamonds in an orderly and timely manner and returning the net proceeds of sale to Shareholders at such times and in such manner as the Board may in its absolute discretion determine.

   2.           Summary of significant accounting policies 

The principal accounting policies applied in the preparation of the financial statements are set out below.

2.1 Basis of preparation

The interim condensed consolidated financial statements for the six months ended 30 June 2012 have been prepared in accordance with IAS 34 - Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the company's annual financial statements as at 31 December 2011. Following the result of the voting on the Company's investment policy at an Extraordinary General Meeting held on 12 July 2012, the Company is embarking on a managed realisation of its existing portfolio in an orderly and timely manner, and returning the net proceeds to Shareholders, the accounts have been prepared on a break up basis.

   2.2        Diamonds 

Diamonds are initially recognised at cost; this is calculated as the fair value of the consideration given including the transaction costs associated with acquiring the diamonds.

Subsequent to initial recognition, the investment diamonds were previously stated at fair values which reflected the market conditions at the balance sheet date. Following the change to the break up basis as described in note 2.1 the investment diamonds are stated at net realisable value, which reflects the market conditions and expected realisable value at the balance sheet date. Gains or losses arising from changes in the values of the investment diamonds are included in the Statement of Comprehensive Income in the period in which they arise.

Following a sealed bid auction of the Company's portfolio on 6 August 2012 sales were agreed on 5 of Company's diamonds, as detailed in the subsequent event note. These assets have been valued at net realisable value being the total gross sales less costs to sell.

The remaining stones that have not been sold post balance sheet have been valued on the basis of a report issued on 31 May 2012 by the Valuators (see Note 3), which projected the expected sales over a 3, 6 and 12 month period. For the purposes of these interim reports the Directors have elected to adopt the 3 month projection, being the Directors best estimate of the realisable value of the stones as at 30 June 2012.

2.3 Changes and future changes in accounting standards

The accounting policies adopted in the preparation of the condensed financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 December 2011, except for the adoption of amended, improved and new standards and interpretations detailed below.

Title New since Status Issue date Effective date

                                                               March 2011                                          of the original  (annual periods 
                                                                                                                           standard          beginning on 

or after)

Effective for annual periods (and interim periods therein) ending 30 June 2012 and thereafter:

2010 Improvements to IFRSs No Mandatory May 2010 Various

IAS 24 Amendment - Related

Party Disclosures No Mandatory November 2009 1 January 2011

IFRIC 14 Amendment - Prepayments No Mandatory November 2009 1 January 2011

of a Minimum Funding Requirement

Amendments to IFRS 7 - Disclosures - No Mandatory October 2010 1 July 2011

Transfers of Financial Assets

Amendments to IFRS 1 - Severe No Mandatory December 2010 1 July 2011

Hyperinflation and Removal of

Fixed Dates for First-time Adopters

Amendments to IAS 12 - Deferred No Mandatory December 2010 1 January 2012

Tax: Recovery of Underlying Assets

Effective for annual periods (and interim periods therein) ending 30 June 2013 or thereafter:

IFRS 9 - Financial Instruments: No May early adopt November 2009 1 January 2015

(issued in 2009)

IFRS 9 - Financial Instruments No May early adopt October 2010 1 January 2015

(issued in 2010)

IFRS 13 - Fair Value Measurement Yes May early adopt June 2011 1 January 2013

Title New since Status Issue date Effective date

                                                               March 2011                                          of the original  (annual periods 
                                                                                                                           standard          beginning on 

or after)

IAS 27 (Revised) - Separate Yes May early adopt May 2011 1 January 2013

Financial Statements

Amendment to IAS 1 - Presentation Yes May early adopt June 2011 1 July 2012

of Items of Other Comprehensive Income

Amendment to IAS ew - Offsetting Yes May early adopt December 2011 1 January 2014

Financial Assets and Financial Liabilities

Amendments to IFRS 7 - Disclosures - Yes December 2011 1 January 2013

Offsetting Financial Assets and

Financial Liabilities

Amendments to IFRS 7 and IFRS 9 - Yes May early adopt December 2011 1 January 2015

Mandatory Effective Date and

Transition Disclosures

2.4 Segment reporting

An operating segment is a component of an entity:

(a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity);

(b) whose operating results are regularly reviewed by the Board and along with the Investment Advisor to make decisions about resources to be allocated to the segment and assess its performance; and

(c) for which discrete financial information is available

A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.

The Directors are of the opinion that the Company is engaged in a single operating segment being investment in diamond assets in one geographical area, being the Isle of Man.

   2.5          Critical accounting estimates and assumptions 

The key assumptions concerning the future and other key sources or estimation of uncertainty at the period end, that have a significant risk or causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Valuation of investment diamonds

The realisable value of the Company's investment diamonds of $42,565,584 (2011: $47,966,370) was determined by professionally qualified independent Valuators, Mr Teakle and Mr. Block, acting in their capacity as external Valuators, with the exception of the 5 stones sold as a result of the sealed bid auction on 6 August 2012, which have been valued at the net realisable value being gross sales less cost of sales totalling $9,695,584.

Each Valuator provided a portfolio valuation based on expected sales over a 3, 6 and 12 month period to the Directors as at 31 May 2012 on a diamond-by-diamond basis, and the Directors agreed to adopt the 3 month projection as the basis of valuation to prepare the financial statements. The period end portfolio consists of both colourless and coloured diamonds and each type is valued slightly differently. Approximately 70% of the period end portfolio consists of colourless diamonds and 30% of coloured diamonds.

The following significant assumptions and techniques are used by the valuators in the valuation of colourless and coloured investment diamonds:

Colourless diamonds

The valuation of the colourless diamonds is driven by the Rapaport price guidance, market conditions, the uniqueness of each diamond together with the knowledge and professional judgement of the external valuators.

Coloured diamonds

There is no equivalent to the Rapaport price guidance for coloured diamonds as these types of diamonds tend to more unique and rarer than colourless diamonds. The assumptions, judgements and estimates in the valuation of coloured diamonds takes account of the following factors:

   --      current valuations available for similar diamonds 

-- recent agreed sales prices of diamonds sold on the open market usually through public auction houses

   --      market conditions and activity levels 
   --      knowledge, professional judgement and expertise of the external valuators. 

Although transaction evidence underpins the valuation process, the Valuators must also reflect the realities of the current market. In this context Valuators must use their knowledge and professional judgement and not rely upon historic market sentiment based on historic transaction comparables. In these circumstances, there is likely to be greater uncertainty in respect of the valuations. There is no assurance that the estimated values resulting from the valuation process would be reflected in the actual sales proceeds, even if the sales occurred shortly after the valuation date.

   3.      Assets held for resale 
 
                                    30 Jun 2012   31 Dec 2011         30 Jun 
                                                                        2011 
                                              $             $              $ 
 Cost of diamonds on hand at 
  start of period                    57,262,050    59,690,370     59,690,370 
 Cost of diamonds purchased                   -     6,548,800              - 
 Disposals at cost                  (1,302,000)   (8,977,120)              - 
                                  -------------  ------------  ------------- 
 Cost of diamonds on hand at 
  end of period                      55,960,050    57,262,050     59,690,370 
 
 Unrealised loss on revaluation 
  of investment diamonds           (13,394,466)   (9,295,680)   (12,319,806) 
 
 Market value of diamonds on 
  hand at end of period              42,565,584    47,966,370     47,370,564 
                                  -------------  ------------  ------------- 
 

The diamonds sold as a result of the sealed bid auction on 6 August 2012, have been valued at the net realisable value being gross sales less cost to sell, totaling $9,695,584.

The diamonds that were not sold post balance sheet were valued as at the 31 May 2012 by two professionally qualified Valuators acting in their capacity of independent, external Valuators. The two Valuators used are Mr. Teakle and Mr. Block. Mr. Teakle is a graduate gemologist with a diploma from the National Association of Goldsmiths. Mr. Block attended New York University's Institute of Fine Arts and has been a specialist and an auctioneer in the diamond field since 1970. The report was commissioned by the Board to establish the expected sales over a 3, 6 and 12 month period, and for the purpose of the financial reports the Directors have elected to adopt the 3 month projected sales as the basis of valuation.

However, the Valuators have also used their market knowledge and professional judgment and not simply relied upon historical transactions for comparison. As a result of the level of professional judgment used in preparing the valuations, the amounts ultimately realised in respect of any given diamond may differ from the valuations in the balance sheet.

The principal risk faced by the Company is the fluctuation in the price of diamonds. The carrying value of the diamonds is based on the valuation provided by independent Valuators and the fair value includes an element of estimation on part of the Valuations.

   4.      Cash and cash equivalents 
 
                              30 Jun 2012   31 Dec 2011   30 Jun 2011 
                                        $             $             $ 
 
 Cash and cash equivalents      5,170,651     5,386,313     4,621,464 
 
 Represented by: 
 Cash at bank                   5,170,651     5,386,313     4,621,464 
                             ============  ============  ============ 
 
   5.      Prepayments and debtors 
 
                      30 Jun 2012   31 Dec 2011   30 Jun 2011 
                                $             $             $ 
 Prepaid expenses               -        23,604         9,216 
 Prepaid insurance              -        96,314             - 
 Sundry debtors            53,943             -             - 
 VAT receivable            82,360        17,018        15,144 
                          136,303       136,936        24,360 
                     ============  ============  ============ 
 
   6.       Trade and other payables 
 
                                30 Jun 2012   31 Dec 2011   30 Jun 2011 
 Non-current                              $             $             $ 
 Preliminary expense payable              -       339,716       631,945 
                               ------------  ------------  ------------ 
 
 Current 
 Administration fees payable         26,340        24,824        21,000 
 Audit fees payable                  12,743        24,869        11,275 
 Directors' fees payable             28,961        41,714        23,847 
 Shariah board fees                  15,000        80,000        65,000 
 Investment adviser fee              42,942        45,689        63,754 
 Board of experts fees                    -             -        25,000 
 Preliminary expense payable        631,839       584,172       584,172 
 Registrar fees and Agent 
  fees payable                        4,656         4,240         4,219 
 Other professional fees             14,406         1,299        16,347 
 Safe custody fees payable           28,900        27,553        32,280 
 Insurance                          145,423             -             - 
                               ------------  ------------  ------------ 
                                    951,210       834,360       846,894 
 
                                    951,210     1,174,076     1,478,839 
                               ============  ============  ============ 
 
   7.      Share capital 
 
                                  30 Jun 2012   31 Dec 2011   30 Jun 2011 
                                            $             $             $ 
 Authorised share 
  capital 
 
  100,200,000 Ordinary Shares 
   of $0.01 each                    1,002,000     1,002,000     1,002,000 
                                    1,002,000     1,002,000     1,002,000 
                                 ============  ============  ============ 
 
 Issued share capital 
 
  7,432,400 Ordinary Shares of 
   $0.01 each                          74,324        74,324        74,324 
                                       74,324        74,324        74,324 
                                 ============  ============  ============ 
 

The shareholders of the Company have the right to receive notice of, and to attend and vote at, general meetings of the Company and each holder of Ordinary Shares being present in person or by attorney at a meeting upon a show of hands has one vote and upon a poll each such holder present in person or by proxy or by attorney has one vote in respect of each Ordinary Share held by him. On winding up, the Shareholders have the right to receive a part of the assets of the Company.

The Articles contains provisions as to the rights of pre-emption on the allotment of Ordinary Shares, the Directors have obtained a general authority, granted pursuant to a composite special resolution passed by the members of the Company, to allot Ordinary Shares for cash on a non-pre-emptive basis otherwise than in connection with the Offer. The Directors will only consider issuing further Ordinary Shares at or above the then prevailing estimated Net Asset Value per Share.

   8.      Investment Adviser fees 

The Company pays to the Investment Adviser an advisory fee equal to a rate of 1.0%, (expressed annually) of net assets value (before deduction of that months management fee and before the deduction of any accrued performance fee). The advisory fee is payable monthly in arrears.

The Investment Advisor is entitled to a Performance Fee to be calculated in respect of each period of 3 years ending on 31 July in each relevant year (a "Calculation Period"). The Performance Fee is deemed to accrue on a monthly basis as at the calculation date of each Net Asset Value.

For each Calculation Period, the Performance Fee will be an amount equal to 11.5 per cent. of the increase in the Net Asset Value as calculated at the end of the Calculation Period over the Base Net Asset Value provided such increase is equal to or exceeds 6.5 per cent per annum. (the "Trigger Return") and will be paid net of any Interim Payments (as defined below) that may have been paid by the Fund in respect of the relevant Calculation Period. The "Base Net Asset Value" is the highest Net Asset Value achieved as at the end of any previous Calculation Period (if any), or, in the case of the first Calculation Period, the Net Asset Value at the Commencement Date. The Performance Fee in respect of each Calculation Period will be calculated by reference to the Net Asset Value before deduction of the Performance Fee save that any Performance Fee will be reduced to the extent that payment would cause the increase in Net Asset Value at the end of the relevant Calculation Period to be equal to or less than the Trigger Return. The Net Asset Value at the end of a Calculation Period will be adjusted for any increases or decreases in Net Asset Value arising from issues (including the sale or re-issue of ordinary shares held in treasury), repurchases or redemptions of ordinary shares.

No Performance Fee is payable in respect of a Calculation Period if the performance of the Fund is less than the Trigger Return. In addition, if in any Calculation Period the performance of the Fund is less than the Trigger Return, no Performance Fee will be payable in subsequent Calculation Periods until the performance of the Fund exceeds the amount by which the performance in such prior Calculation Period is less than the Trigger Return.

   9.     Board of experts' fees 

The Company pays to each Expert a fixed fee of $100,000 per year in installments on a quarterly basis at the end of each quarter. There were two Experts in the Board of Experts up to 30 June 2012 resulting in an interim charge of $100,000.

   10.     Valuators' fees 

The Company pays to each Valuator a fixed fee of $100,000 per year in installments on a monthly basis at the end of each month. There are two Valuators resulting in a standard annual charge of $200,000. During the period an additional $21,409 was charged in relation to production of reports outside those prepared in the normal course of business.

   11.    Administration fees 

A per annum basis point fee is paid quarterly in arrears, to the Administrator, based on the net asset value as of each valuation day, in accordance with the following schedule

 
 Amount                         Basis Points 
 $0 to $250,000,000                        8 
 $250,000,001 to $500,000,000              6 
 $500,000,001 to $750,000,000              4 
 $750,000,001 and above                    2 
 

Administration fees are subject to a minimum monthly fee of $7,000 or such other fees as may be agreed on normal commercial terms between the Administrator and the Company from time to time. The administration fees payable for the period were $57,000 (2011: $42,000).

   12.    Earnings per share 

Basic earnings per share is calculated by dividing the net profit or loss attributable to shareholders by the weighted average number of ordinary shares outstanding during the year.

 
                                                     30 Jun 
                                                       2012   31 Dec 2011   30 Jun 2011 
 
 (Loss)/profit attributable to shareholders    ($5,394,215)    $3,435,009    $1,657,015 
 Weighted average number of ordinary 
  shares in issue                                 7,432,400     7,432,400     7,432,400 
 Basic and diluted earnings per share 
  (cents)                                           (0.73c)         0.46c         0.22c 
 

There are no dilutive instruments and therefore basic and diluted earnings per share are identical.

   13.     Reconciliation of net asset value 
 
                                                 30 Jun 2012   31 Dec 2011    30 Jun 2011 
  Published Net Asset Value attributable 
   to Ordinary Shareholders                       52,203,414    53,538,448     52,269,535 
 Cumulative additional preliminary 
  expenses written off in accordance 
  with IAS 38. In accordance with the 
  Company's prospectus, the preliminary 
  expenses are charged to the Company 
  as an expense on a monthly basis over 
  a period of five years.                          (631,803)     (923,888)    (1,216,117) 
 Prepaid storage costs of CHF250,000 
  amortized over a period of five years 
  for valuation purposes and written 
  off in the financial statements                   (52,704)      (77,700)      (102,696) 
 Adjustments made to expense accruals              (148,138)       (9,841)          4,329 
 Adjustment to revalue the portfolio             (4,031,941)             -              - 
  on net realisable basis from fair 
  value basis 
 Adjustment to performance fee                             -     (211,476)              - 
 Adjustment to revalue a diamond from 
  directors valuation to comply with 
  the accounting policy and the requirements 
  of IAS 40                                        (417,500)             -      (417,502) 
                                               =============  ============  ============= 
  Net assets attributable to Ordinary 
   Shareholders                                   46,921,328    52,315,543     50,537,549 
                                               =============  ============  ============= 
 
   14.     Related party transactions 

Directors' fees

During the period the fees of $69,623 (period ended 30 June 2011 $56,560 and year ended 31 December 2011 $120,630) were paid to the Directors. As at 30 June 2012, $28,961 (period ended 30 June 2011 $23,847 and year ended 31 December 2011 $41,714) was outstanding and included in accrued expenses.

Directors' interests

Rupert Cottrell has a total interest in 5,000 Ordinary Shares as at 30 June 2012 (31 December 2011: 5,000 Ordinary Shares, 30 June 2011: 5,000 Ordinary Shares).

   15.    Subsequent Events 

As at 31 July 2012 the published Net Asset Value was $6.82.

On the 6 August 2012, the Board unanimously agreed the sale of 5 diamonds by way of sealed bid auction. The net sales, calculated as gross sales less cost to sell, totalled $9,695,584 representing a realised loss of ($3,331,716)..

 
 
 Portfolio Statement 
 As at 30th June 2012 
 
       Class of investments    Market value         % of 
                                          $   net assets 
----------------------------  -------------  ----------- 
 
       Diamonds 
 
        Diamond > 65 ct          13,200,000        28.13 
        Diamond > 50 ct           7,500,000        15.98 
        Diamond > 20 ct           5,232,388        11.15 
        Diamond > 10 ct           8,175,250        17.42 
        Diamond > 5 ct            7,600,000        16.20 
        Others *                    857,946         1.83 
 
       Total investments         42,525,584        90.72 
----------------------------  -------------  ----------- 
 
 

* No individual position is more than 5% of total portfolio.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR DGGDCRXGBGDD

Diamond Cap (LSE:DIAM)
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