WEISS KOREA OPPORTUNITY FUND
LTD.
LEI
213800GXKGJVWN3BF511
(Classified Regulated Information,
under DTR 6 Annex 1 section 1.2)
HALF-YEARLY FINANCIAL REPORT AND UNAUDITED
CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE
2023
Company
Performance
Performance
Summary |
|
|
|
|
|
|
|
|
|
|
|
As at |
|
As at |
|
|
|
|
|
30 June 2023 |
|
31 December
2022 |
|
|
|
|
|
£ |
|
£ |
Total Net
Assets1 |
|
|
|
|
119,364,163 |
|
127,080,493 |
Net Asset Value ("NAV") Per
Share2 |
|
|
1.72 |
|
1.83 |
Mid-Market Share Price |
|
|
|
|
1.80 |
|
1.81 |
|
|
|
|
|
|
|
|
Financial
Highlights |
|
|
|
|
|
|
|
|
|
|
|
|
As at |
|
Since inception |
|
|
|
|
|
30 June 2023 |
|
|
NAV Return3,4 |
|
|
|
|
-3.4% |
|
116.8%5 |
Benchmark
Return6,7 |
|
|
|
|
6.7% |
|
61.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
As at |
|
As at |
|
|
|
|
|
30 June 2023 |
|
31 December
2022 |
Portfolio Discount* |
|
|
|
|
53.1% |
|
51.7% |
Share Price
Premium/Discount8 |
|
|
|
4.5% |
|
-1.6% |
Fund Dividend
Yield9 |
|
|
|
|
3.0% |
|
3.5% |
Average Trailing 12-Month P/E Ratio of Preference
Shares Held10 |
4.2x |
|
4.0x |
P/B Ratio of Preference Shares
Held11 |
|
|
0.3 |
|
0.3 |
Annualised Total Expense
Ratio12 |
|
|
2.1% |
|
2.0% |
*Portfolio
Discount
The portfolio discount represents the discount of
WKOF’s actual NAV to the value of what the NAV would be if WKOF
held the respective common shares of issuers rather than preference
shares on a one-to-one basis.
As
at close of business on 18 September
2023, the latest published NAV per Share was £1.68 and the
Share Price was £1.64.
Company Summary
The Company
Weiss Korea Opportunity Fund Ltd. (“WKOF” or the
“Company”) was incorporated with limited liability in Guernsey as a
registered closed-ended investment company on 12 April 2013. The Company’s shares were admitted
to trading on AIM of the London Stock Exchange (the “LSE”) on
14 May 2013.
The Company is managed by Weiss Asset Management
LP (the “Investment Manager” or “WAM”), a Boston-based investment management company
registered with the Securities and Exchange Commission and the
Commodity Futures Trading Commission in the United States of
America.
Investment Objective and Dividend
Policy
The Company’s investment objective is to provide
Shareholders with an attractive return on their investment,
predominantly through long-term capital appreciation. The Company
is geographically focused on South Korean (“Korean”) companies.
Specifically, the Company invests primarily in listed preference
shares issued by companies incorporated in South Korea (“Korea”), which in many cases
trade at a discount to the corresponding common shares of the same
companies. Since the Company’s admission to AIM, the Investment
Manager has assembled a portfolio of Korean preference shares that
it believes are undervalued and could appreciate based on the
criteria that it selects. The Company may, in accordance with its
investment policy, also invest some portion of its assets in other
securities, including exchange-traded funds, futures contracts,
options, swaps and derivatives related to Korean equities, and cash
and cash equivalents. The Company does not have any concentration
limits.
The Company intends to return to Shareholders all
dividends received, net of withholding tax, on an annual
basis.
Investment
Policy
The Company is geographically focused on South
Korean companies. Some of the considerations that affect the
Investment Manager’s choice of securities to buy and sell may
include the discount at which a preference share is trading
relative to its respective common share, dividend yield and its
liquidity, among other factors. Not all of these factors will
necessarily be satisfied for particular
investments.
Preference shares are selected by the Investment
Manager at its sole discretion, subject to the overall control of
the Board of Directors of the Company (the
“Board”).
From time to time, the Company may purchase
certain credit default swaps on the sovereign debt of South Korea and put options on the iShares
MSCI South Korea ETF (“EWY”) as general market and portfolio
hedges, but did not hedge its exposure to interest rates or foreign
currencies during the period ended 30 June
2023 (2022: Nil). Please see additional information about
the nature of these hedges in the Investment Manager’s Report
within.
Investment
Process
The Investment Manager monitors the discounts and
yields on the universe of Korean preference shares as well as
events or catalysts that could affect preference share discounts
leading to material price changes.
Multiple criteria are used to rank and calculate
the returns for each preference share, including but not limited
to:
-
The discount that the preference share is trading
at relative to its common share
-
Expected dividend
yield
-
Future catalysts or
events
-
Management
quality
-
Fundamentals of the
company
-
Market impact from entering and exiting our
position
We
expect to remain close to fully invested as long as the opportunity
set remains attractive.
Why South Korea?
The future of the South Korean economy looks
promising. The global success of companies like Hyundai, LG
Electronics and Amorepacific stimulates other areas of the South
Korean economy both through the demand for intermediary goods and
the demand for services by the workers at these companies. In
addition, South Korea has emerged
as one of the world’s most innovative countries as
it:
-
Ranked 1st in the Bloomberg Innovation Index for
eight of the last nine
years.13
-
Filed the highest number of patent applications
relative to GDP in 2022.14
-
Has an exceptionally high credit rating on its
sovereign debt. South Korea was
rated higher than Japan and the
U.K. by Moody’s, S&P, and
Fitch.15
-
Ranked 6th largest exporter in the world in
2022.16
-
Ranked 13th largest economy by GDP in the world in
2022.17
-
Ranked 5th in the World Bank’s Ease of Doing
Business Report in 2020.18
-
Ranked in the top 10% in each of reading,
mathematics and science Programme for International Student
Assessment (PISA) test scores in
2018.19
South Korean companies are thus a key part of the
value chain in some of the world’s most exciting industries, such
as electric vehicles, 5G technology and smartphones. The country
also boasts a high GDP per capita, one of the lowest government
debt/GDP ratios of any country, large foreign exchange reserves,
and low levels of unemployment.
Although its population is ageing, the general
education level of South Korea’s work force is increasing. South
Korean students are among the top performing students in the
Programme for International Student Assessment tests.19
This provides a pool of talent that can be tapped for future
growth.
Index
Name20 |
P/E Ratio |
P/B Ratio |
Nifty Index
(India) |
20.1 |
3.5 |
S&P 500
(US) |
20.4 |
4.3 |
Nikkei 225
(Japan) |
20.5 |
2.0 |
FTSE 100
(UK) |
10.6 |
1.7 |
Shanghai Composite
(China) |
11.2 |
1.4 |
Hang Seng Index
(HK) |
9.5 |
1.0 |
TAIEX (Taiwan) |
18.1 |
2.1 |
KOSPI 200 (S.
Korea) |
15.4 |
0.9 |
The South Korean stock market appears
fundamentally cheap relative to other equity markets. This cheap
valuation can be largely explained by the historically poor
corporate governance displayed by the major South Korean
conglomerates. However, events over the last several years indicate
a trend of awareness and improvements in corporate governance.
There has been a large increase in publicly traded South Korean
companies subject to activist demands in 2023, relative to previous
years, with many of these demands coming from local investors. One
underlying thesis of our strategy is that improved corporate
governance will attract more investors to South Korea. The Investment Manager’s Report
sets out some examples of improvements in corporate governance that
have taken place during the most recent six months. In turn, over
time, we believe that this is likely to narrow the discount of the
preference shares held in WKOF’s portfolio, thus increasing the
value of WKOF’s holdings.
Korean Preference
Shares
Many of the largest companies in the Korean market
issue preference shares in addition to their common shares. These
preference shares are equity shares that receive the same dividend
per share as the voting common shares plus an additional percentage
of the preference shares’ par value per share. In return for this
higher dividend, preference shares are non-voting in normal
circumstances, although they do have voting rights in certain
situations. Many of these preference shares trade at less than half
the price of the corresponding common shares despite receiving a
slightly higher dividend amount as the common shares and,
therefore, provide preference shareholders with relatively higher
yields than the corresponding common
shares.
The majority of Korean preference shares were
issued in the mid-1990s, when the Korean government pressured
chaebols (family-owned Korean conglomerates) to raise equity and
reduce debt within their capital structures. By issuing non-voting
shares, the founders of the Korean companies were able to raise
equity capital without diluting their voting control. The
additional payment as a percentage of par value that preference
shares paid out to investors, albeit nominal today, was
sufficiently large relative to the dividends in the 1990s to
attract investors. Today, there are 118 Korean preference shares
outstanding with an aggregate market capitalisation of
approximately £40 billion.21,22
Although preference shares typically do not have
voting rights, an economic or financial model that values equity on
the discounted value of future cash flows would imply that the
preference shares of these companies should be trading at roughly
the same price as the corresponding common shares. Further,
preference shares are not associated with over-priced speculative
companies; rather, many of the leading companies in the Korean
economy have preference shares outstanding
today.
Continued corporate governance improvements,
increased dividend payouts and investor activism continue to serve
as catalysts for preference share discounts narrowing. The Company
invests in a portfolio of discounted Korean preference shares,
including Korean market heavyweights such as LG Chem Ltd., Hyundai
Motor Company, AmorePacific Corp., and LG Electronics
Inc.
Top 10 Holdings
-
LG CHEM LTD.,
PFD
16.5% OF WKOF
NAV
DISCOUNT TO COMMON SHARE: -47%
Korea’s largest chemical company by market
capitalisation, LG Chem manufacturers and sells petrochemical
products and advanced materials, including plastics and EV
batteries.23 Its EV battery business and subsidiary, LG
Energy Solution is the second largest EV battery maker in the
world.24 In 2022, LG Chem generated over £34bn in
revenue globally.25
-
HYUNDAI MOTOR COMPANY, 2ND
PFD
15.3% OF WKOF NAV
DISCOUNT TO
COMMON SHARE: -47%
Hyundai Motor Company is one of Korea’s leading
car manufacturers by market share, producing and selling more than
3.9 million units globally in 2022. Hyundai plans on increasing its
presence in the electric vehicle market, while targeting to sell
over 4.3 million units in
2023.26,27
-
LG ELECTRONICS INC.,
PFD
10.4% OF WKOF
NAV
DISCOUNT TO COMMON SHARE: -57%
LG
Electronics is a household brand in home appliances, with various
product lines including washing machines, televisions,
refrigerators, and smart phones. According to market research firm
Omdia, the company ranked second globally in terms of TV market
share in 2022, capturing 16.7% of global TV
sales.28
-
HANWHA CORPORATION 3RD
PFD
7.1% OF WKOF
NAV
DISCOUNT TO COMMON SHARE: -50%
Hanwha Corporation specialises in producing and
trading chemicals, aerospace & defence products, and energy
products. It also deals in the construction and financial services
industry. A Fortune Global 500 company, Hanwha Corporation’s
subsidiaries include Korea’s oldest life insurance company and
Hanwha Solutions, a leading domestic manufacturer of solar cell
panels.29
-
MIRAE ASSET DAEWOO CO., LTD., 2ND
PFD
5.6% OF WKOF
NAV
DISCOUNT TO COMMON SHARE: -49%
Mirae Asset Daewoo is a South Korean financial
services firm offering securities trading, equity underwriting,
investment banking services, and wealth/asset management. It
conducts business globally, including the
United States, Canada,
United Kingdom, and China.30
-
AMOREPACIFIC CORP.,
PFD
5.5% OF WKOF NAV
DISCOUNT TO COMMON SHARE: -68%
Amorepacific develops beauty and cosmetic products
while operating over 30 brands, including Etude and Laneige.
Amorepacific’s portfolio of products ranges from perfume to dental
care, including a premium tea
brand.31
-
CJ CHEILJEDANG CORP,
PFD
5.4% OF WKOF
NAV
DISCOUNT TO COMMON SHARE: -50%
CJ
CheilJedang is a leading food company in Korea, focused on
processing food ingredients into groceries such as refined sugar,
flour, and processed meats. The company also operates a number of
food brands that specialise in home meal replacements and snacks,
including names like Bibigo and Petitzel. CJ CheilJedang also
operates in the bio industry and produces plant-based protein and
amino acids.32
-
LG HOUSEHOLD & HEALTH CARE LTD.,
PFD
3.3% OF WKOF
NAV
DISCOUNT TO COMMON SHARE: -59%
LG
Household & Health Care operates within a number of industries,
spanning from cleaning products to beauty care. Beginning with an
acquisition of Coca-Cola’s Korea bottling operation in 2007, LG
Household & Health Care also established a beverage business
segment, which now includes the distribution of tea, coffee, and
juices.33
-
DOOSAN FUEL CELL CO., LTD.,
1P
3.3% OF WKOF
NAV
DISCOUNT TO COMMON SHARE: -70%
One of the largest fuel cell manufacturers by
market capitalisation, Doosan Fuel Cell produces and sells
stationary fuel cell products globally. The company is focused on
sustainable electricity and heat generation. Its products are
targeted towards residential, commercial, and industrial
use.34
-
SK CHEMICALS CO., LTD., NEW
PREF
3.2% OF WKOF
NAV
DISCOUNT TO COMMON SHARE: -53%
SK
Chemicals focuses on the production of environmentally friendly
materials and life science products. Green chemicals include
bio-based material used in the production of polyurethane, as well
as amorphous resin for containers and home appliances.35
Its life science segment spans treatments for the common cold to
asthma treatments.
Chair’s Report
For the period ended 30
June 2023
As
mentioned in the 2022 Annual Report Chair’s Report, Norman Crighton has stepped down as Chair of
WKOF, having served for 10 years. The Directors and Investment
Manager would like to thank him for his efforts and dedication and
wish him all the best in his future
endeavours.
As
the new WKOF Chair, I am pleased to provide the 2023 Interim
Report. During the period from 1 January
2023 to 30 June 2023 (the
“Period”), WKOF’s Net Asset Value (“NAV”) in pounds sterling
(“GBP”) declined by 3.4%, including reinvested
dividends,36 compared to the reference MSCI South Korea
25/50 Net Total Return Index (“the Korea Index”),37
which appreciated by 6.7% in GBP. Since the admission of WKOF to
AIM in May 2013, the Net Asset Value
has increased by 116.8% including reinvested dividends38
compared to the Korea Index returns of 61.0%, a cumulative
outperformance of 55.8% since inception.
Although the short-term absolute and relative
performance has been disappointing – and your Investment Manager
provides more detail in their report relating to this recent
underperformance – the long-term performance is impressive with an
annualised return of 7.9% since inception. The Board believes that
the portfolio discount and the overarching WKOF thesis remains
compelling. The “see through” discount of the portfolio (the
weighted average discount of the preference shares WKOF owns
relative to the corresponding common shares of the same companies)
was at 53.1%, close to the largest discount since WKOF joined AIM
over 10 years ago. WKOF owns securities of companies which, in
aggregate, have solid businesses in their industries, healthy
balance sheets, and are making positive corporate governance
improvements.
The Directors declared an interim dividend of
5.3517 pence per Share on
2 May 2023, equating to a 3.0% net dividend yield over the
past 12 months, to distribute the income received by WKOF in
respect of the year ended 31 December
2022. This dividend was paid to all Shareholders on
9 June 2023. To date, WKOF has
repurchased 12.6% of Ordinary Shares issued at admission and
continues to have the intention to repurchase shares if they trade
at a significant discount to Net Asset Value in the future. The
share price traded in line with the NAV over the period and no
shares were repurchased in the
period.
WKOF offers Shareholders the regular opportunity
to elect to realise all, or a part, of their shareholding in WKOF
(the “Realisation Opportunity”) once every two years, on the
anniversary of WKOF’s admission date. The latest Realisation
Opportunity occurred in May 2023. We
were pleased to see that only 41,496 shares were tendered (0.06% of
WKOF’s shares). The Directors wish to thank our Shareholders for
their patience and long-term perspective as evidenced by the
limited number of shares tendered.
I
look forward to communicating with you about WKOF’s activities in
the future including the continued efforts to maintain the highest
governance and regulatory standards. If any Shareholder wishes to
speak with the Board, please contact our Broker, Singer Capital
Markets, and we will be happy to answer any questions you may
have.
Krishna
Shanmuganathan
Chair
15 September
2023
Investment Manager’s
Report
For the period ended 30
June 2023
On
a year-to-date basis as at June 2023,
WKOF’s NAV in GBP declined by 3.4%, including reinvested
dividends,38 compared to the reference MSCI South Korea
25/50 Net Total Return Index,37 which appreciated by
6.7% in GBP.37 Since inception, the NAV performance to
30 June 2023, including reinvested
dividends, was +116.8%, continuing to outperform relative to the
Korea Index, which returned +61.0% over the same
period.
As
displayed in the performance attribution table below, the
underperformance of the underlying common shares of the companies
owned by WKOF as compared to the top positions by index weight in
the Korea Index, contributed to 10.4% of WKOF’s underperformance in
the period ended 30 June 2023. This
can partially be explained by the significant share price increases
of memory semiconductor manufacturers, Samsung Electronics (“SEC”)
and SK Hynix (“Hynix”), relative to the index as part of the
sentiment-driven global AI rally. SEC’s common shares, which made
up approximately 35.2% of the Korea Index, returned 19.8% in GBP,
while Hynix’s common shares, which made up approximately 5.9% of
the Korea Index, returned 40.6% in GBP.21 At present,
WKOF does not have a position in SEC’s preference shares as they
trade at very narrow discounts and are thus inconsistent with
WKOF’s investment thesis. WKOF also does not hold a position in
Hynix because Hynix has not issued a series of preference shares.
These are noteworthy examples offered due to their prominence in
the Korea Index and the magnitude of their performance. However, we
caution investors that there are many other differences in
composition between WKOF’s portfolio and the portfolio of the Korea
Index and note that these are only two reasons that a security may
be included in the Korea Index but excluded from WKOF’s
portfolio.
WKOF Performance
Attribution
At
the end of June 2023, WKOF held a
portfolio of 35 South Korean (“Korean”) preference shares. As a
reminder, the economic rights of Korean preference shares are
generally the same or slightly better than the corresponding common
shares, yet the preference shares often trade at substantial
discounts to the common shares. WKOF’s returns, on a
currency-neutral basis, are driven by five primary
factors:
-
The performance of the Korean equity market
generally;
-
The performance of the common shares (which
correspond to the preference shares held by WKOF) relative to the
performance of the Korean equity market;
-
The discounts of the preference shares WKOF holds
narrowing or widening relative to their corresponding common
shares;
-
Excess dividend yields of the preference shares
held by WKOF; and
-
Fees, expenses and other
factors.
In
order to compare WKOF’s relative return to the Korea Index, we
report the attribution of these aforementioned factors to WKOF’s
performance. The following table provides this performance
attribution for the last 12 months and for the period since the
inception of WKOF in May 2013 to
30 June
2023.
Performance Attribution
Table
Return
Component20 |
Year-to-Date |
Last 12
Months |
Since
Inception |
The Korea Index |
6.7% |
6.6% |
61.0% |
WKOF common Shares vs the Korea
Index |
-10.4% |
-10.0% |
-14.1% |
Discount Narrowing (Widening) of Preferred Shares
Owned |
0.8% |
0.4% |
63.7% |
Excess Dividend Yield of Preferred Shares
Owned |
1.3% |
1.4% |
16.4% |
Fees, Expenses and
Others |
-1.8% |
-1.5% |
-10.2% |
NAV
Performance |
-3.4% |
-3.1% |
116.8% |
WKOF’s investment thesis at inception was based on
the likelihood that WKOF’s NAV would perform well, largely due to
(i) decreases in the large discounts of the preference shares held
by WKOF relative to their corresponding common shares and (ii) the
related excess dividend yields caused by these large discounts.
This has, indeed, generally been the case as these two factors have
collectively been the main contributors to WKOF’s outperformance
relative to the Korea Index since inception. At present, we remain
confident in both of these theses.
In
September 2013, shortly after
inception, the preference shares held by WKOF traded at a 55.5%
discount to their corresponding common shares and the dividend
yield was 1.7%. As at 30 June 2023,
the discount and dividend yield were 53.1% and 3.0%, respectively.
Finally, we are focused on returns since inception because we
believe that due to high levels of idiosyncratic volatility, any
data that is gathered over a one-year period is unlikely to be a
reliable guide for future performance.
Review of the South Korean Macro
Environment
In
the first half of 2023, the performance of Korean equity markets
materially outpaced the country’s recovery in broader economic
conditions.
On
a year-to-date basis ending 30 June
2023, the benchmark Korea Index returned 14.4% and the KOSPI
200 Index returned 16.1%.21 To contextualise these
returns, Korea was one of the best performing markets in
Asia alongside Taiwan and Japan.39 Looking into daily trade
flow and volume, foreign investors were the largest net buyers,
accumulating more than 12.3 trillion
KRW net in the first half of 2023, according to the Korea
Exchange.40 However, unlike previous market cycles, the
stock market gains were not evenly distributed across a wide range
of sectors. While the information technology (including memory
semiconductors) and materials (including EV batteries and other
materials) sectors outperformed the Korea Index, the utilities,
healthcare, financials, and consumer staples sectors generated
negative returns. Foreign net buying was also concentrated in
select sectors and names. For instance, out of the 12.3 trillion KRW in net buy flow by foreigners,
12.08 trillion KRW (roughly 98%) was
focused on one issuer: Samsung
Electronics.41
More broadly, the South Korean economy finally
began to exhibit signs of a rebound during the second quarter of
2023. Korea’s exports posted a meaningful rise during the final two
months of the quarter, even escaping a trade deficit for the first
time since February
2022.42 The improvement in the balance of trade
was led by trade exports, which grew 7.9% and 13% in
month-over-month terms in May and June,
respectively.43
Focusing exclusively on rebounding exports and the
surge in a few risk asset prices, however, would present an
incomplete view of the South Korean economy. As Governor Rhee noted
at the most recent Bank of Korea Monetary Policy Board meeting on
13 July 2023, other macroeconomic
indicators still require careful attention, such as persistent high
core CPI inflation and significant household debt.44 For
instance, while year-on-year CPI increases moderated to 2.7% in
June 2023 from a high of 6.3% in
July 2022, core CPI increases
remained in the 4% range in June 2023
from a high of 5% in January 2023,
according to Statistics Korea.45 Household debt remains
at 103% of GDP, which is an area that the Bank of Korea is “closely
monitoring”.46
Housing price trends are another significant
economic factor for investors in Korea to monitor. Korean
households generally have a high exposure to property assets given
that a significant percentage of household debt can be attributed
to jeonse, which is a rental arrangement where tenants
provide an interest-free loan to landlords instead of monthly
rents. According to the Korea Economic Research Institute,
jeonse, if counted as household debt, would account for
36% of all Korean household debt in 2022.47 Property
market shocks therefore would introduce volatility in overall
household balance sheets.48 For these reasons, we
monitor changes in nationwide housing prices, which have dropped
8.6% from June 2022 to June 2023, according to the Real Estate Board in
Korea.49
To
be clear, WKOF is not a macro fund, and consequently, this
information is offered solely to help characterise WKOF’s
performance relative to the market in which it is most
active.
Valuation of Major
Indices21
Index
Name |
P/E
Ratio |
P/B
Ratio |
Dividend
Yield |
Nifty Index
(India) |
20.1 |
3.5 |
1.4% |
S&P 500 (US) |
20.4 |
4.3 |
1.6% |
Nikkei 225
(Japan) |
20.5 |
2.0 |
1.8% |
FTSE 100 (UK) |
10.6 |
1.7 |
4.2% |
Shanghai Composite
(China) |
11.2 |
1.4 |
2.7% |
Hang Seng Index
(HK) |
9.5 |
1.0 |
3.8% |
TAIEX (Taiwan) |
18.1 |
2.1 |
4.1% |
KOSPI 200 (S.
Korea) |
15.4 |
0.9 |
1.9% |
WKOF Portfolio
Holdings50 |
4.2 |
0.3 |
3.0% |
South Korean equities and the portfolio holdings
of WKOF continue to offer apparent valuation discounts relative to
other countries’ equity markets as represented by the
price-to-earnings ratios (“P/E ratios”) and price-to-book ratios
(“P/B ratios”) listed above.
As
previously discussed, WKOF’s current portfolio discount of the
preference shares it owns relative to the corresponding common
shares was 53.1%. In addition, the KOSPI 200 has depressed
valuation multiples as shown above relative to the average of other
major indices.
Portfolio
Discussion
In
this section, we will discuss WKOF’s two largest positions by
portfolio weight, highlight what we believe are compelling
valuations and provide examples of what we believe to be
shareholder-friendly activity that could potentially serve as
catalysts for narrowing preference share discounts over
time.
WKOF’s portfolio discount changed from 51.7% at
the end of December 2022 to 53.1% by
30 June 2023, as we rotated the
portfolio to sell tighter discount names and buy wider discount
names. We believe these levels present an attractive risk/reward
profile when considering corporate governance risk or broad market
multiples such as P/B or P/E.
The largest position by portfolio weight was
WKOF’s position in the preference shares of LG Chem (“LGC”). As we
discussed in previous correspondence, the preference shares of LGC
appear cheap not only in terms of preference discounts, but also
because of the large discount to NAV of the common shares of LGC
itself due to LGC’s 81.8% listed stake value in the world’s second
largest battery cell maker, LG Energy Solution
(“LGES”).51,52 As of 30 June
2023, LGC’s common shares were trading at a roughly 60% NAV
discount and LGC’s preference shares were trading at a further 47%
discount to the common
shares.21
LGC is also undertaking initiatives that appear
designed to demonstrate the value of its LGES stake to investors.
For instance, on 12 July 2023, LGC
decided to raise GBP £1.5 billion by issuing bonds exchangeable for
LGC’s LGES shares. The exchangeable bonds were issued at maturity
interest rates of 1.25% and 1.6% for the five-year and seven-year
bonds, respectively.53 We are hopeful that continued use
of LGC’s stake in LGES in this manner will tend to reduce the
substantial discount at which the LGES preference shares trade
relative to LGES’ common shares.
As
of 30 June 2023, the second largest
position by portfolio weight was the preference shares issued by
Hyundai Motors (“HMC”), which was also the case as of year-end
2022. In April 2023, HMC updated its
shareholder return policy with two material changes that we view as
shareholder friendly.54 HMC increased visibility into
its dividend plan by stating that it will start paying out
quarterly dividends, a practice also employed by Samsung
Electronics, and will start using a minimum payout ratio of 25% of
its net profit as opposed to its prior practice of 30-50% of free
cash flow.55 HMC expressed that the impetus behind this
change stems from the request from shareholders to address the
difficulty in accurately projecting consolidated free cash flow of
HMC due to its financial subsidiary, HMC Capital, which provides
auto financing for HMC consumers among other financial
services.56 In addition to increasing dividend
visibility, HMC committed to share repurchase plans for both common
and preference shares.
The average discount of HMC’s preference shares
relative to its common shares tightened during April 2023 from 49% at the beginning of the month
to 46% but, by 30 June 2023, the
first series of HMC’s preference shares had widened slightly to a
47% discount. That having been said, this is wider than historical
five-year average levels.21 In addition, based on local
sell-side analysts’ estimates of HMC’s full-year dividend per
share, as of 30 June 2023 the first
series of preference shares traded at a forward yield of
9%.57
Korean Corporate
Governance
As
we noted in the 2022 Annual Report, we continue to observe early
but positive signs in the realm of corporate governance in
South Korea. The source of
activist demands, volume of requests and success rates of adding
board members to target boards all appear to exhibit positive
directionality. We have also witnessed the Korean government more
actively pursuing corporate governance reforms as described later
in the report.
Much of the support in favour of reform is now
originating within Korea, particularly from domestic activist funds
and the Korean government. This is new, as historically such
support mostly arose from non-Korean investors and organisations
which were ineffectively attempting to exert shareholder-friendly
pressure. According to Insightia, which publishes regular reports
on the state of shareholder activism in Asia, approximately 75-80% of activism
campaigns launched in South Korea
in 2022 were “by funds based in Korea or run by Korean fund
managers,” which is an increase from the 60% Insightia reported for
2019.58 We believe this dynamic is likely to make
companies more agreeable to positive
reforms.
We
are also encouraged by the volume and success of activist campaigns
seeking to add board members to the boards of targeted companies.
The absolute number of campaigns increased more than 480% from 2019
to 2022. The success of these campaigns is also increasing; in
2020, no activists were successful in putting one or more of their
nominees on the target company’s board, whereas in 2022, 10
campaigns succeeded on this measure.
Finally, during the first half of 2023, the Korean
government put forward two proposals which we believe could be
positive for Korean preference shares.
One specific proposal that is being discussed by
the Korean legislators is reconsidering to whom the board of
directors has fiduciary duties. Currently, Article 382-3 of the
Commercial Act in Korea states that the directors have a fiduciary
duty towards “the company”.59 There are currently at
least two proposed changes to this language being discussed in the
National Assembly in 2023, and both proposals suggest that the
language be amended to include all “shareholders”.60 If
the Commercial Act Article 382-3 is revised accordingly later in
the year, the implications are likely to be positive for minority
shareholders in Korean companies.
Secondly, in January
2023, the nation’s top financial regulator, the Financial
Services Commission (“FSC”), put forward a draft plan to improve
the dividend pay-out process of Korean companies.61 In
Korea, dividend amounts are disclosed after the ex-date of
dividends, which effectively precludes shareholders from knowing
the per-share dividend before becoming eligible to receive
dividends. The plan of the FSC, although not finalised yet, is to
allow shareholders to know the indicative dividend per share before
the ex-date, thereby giving investors optionality to purchase
shares with attractive dividend yields. If successfully
implemented, the draft plan would be directly relevant for
preference shareholders, as preference shares trading at material
discounts to their corresponding common shares generate relatively
larger dividend yields.
Hedging
WKOF pursues its investment strategy with a
portfolio that is generally long-only. However, as further
described in WKOF’s Annual Report and Audited Financial Statements
for the year ended 31 December 2017
and in subsequent Annual Reports, the Board approved a hedging
strategy intended to reduce exposure to extreme events that would
be catastrophic to its Shareholders’ Investments in WKOF because of
political tensions in Northeast
Asia.
WKOF has limited its use of hedging instruments to
purchases of credit default swaps (“CDS”) and put options on the
MSCI Korea 25/50 Index – securities that we believe would generate
high returns if Korea experienced geopolitical disaster – which do
not introduce material new risks into the portfolio. These
catastrophe hedges are not expected to make money in most states of
the world. We expect that, as with any insurance policy, WKOF’s
hedges will lose money most of the time. The table below provides
details about the hedges as of 30 June
2023. Note that outside of the general market and portfolio
hedges described herein, WKOF has generally not hedged interest
rates or currencies.
Credit Default Swaps (“CDS”) on South Korean
Sovereign Debt |
Notional Value
(GBP) |
Total Cost to Expiration
(GBP) |
Annual Cost
(GBP) |
Price Paid as a % of Notional Value (per
annum) |
Expiration
Date |
Duration
(Years) |
3-year CDS |
79,242,440 |
(567,525) |
(175,548) |
0.23% |
6/20/2025 |
3.0 |
Concluding
Remarks
It
has been a frustrating 18+ months of performance for WKOF, and we
wish to express our thanks to our long-term shareholders for their
patience. While WKOF could experience periods of potentially
significant under-performance in the future, it is our belief the
original investment thesis for WKOF continues to exist at
present.
Despite long-term outperformance of WKOF versus
its benchmark, the preference shares that WKOF owns remain at
deeply discounted levels relative to their common share
counterparts, similar to when WKOF was listed approximately 10
years ago. This, in turn, creates an attractive relative dividend
yield for the securities WKOF owns so shareholders are compensated
for waiting for discounts to narrow. As highlighted in the report,
we also believe a number of companies whose preference shares WKOF
owns, are demonstrating their willingness to engage in
shareholder-friendly activity and highlight the value of the assets
they own, sometimes at steep discounts to those assets’ NAVs.
Finally, while progress has been achingly slow, the corporate
governance regime in Korea appears to be improving at
last.
We
believe these long-term trends continue to make WKOF an attractive
investment opportunity for long-term, value-oriented
shareholders.
Weiss Asset Management LP
15 September
2023
Condensed Statement of Financial
Position
As at 30 June
2023
|
|
|
|
|
|
As at |
|
As at |
|
|
|
|
|
|
30 June |
|
31 December |
|
|
|
|
|
|
2023 |
|
2022 |
|
|
|
|
|
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
Notes |
£ |
|
£ |
Assets |
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or
loss |
|
10 |
117,693,983 |
|
120,764,446 |
Other receivables |
|
|
|
|
361,971 |
|
4,598,722 |
Due from broker |
|
|
|
|
63,474 |
|
- |
Margin account |
|
|
|
|
312,568 |
|
1,327,313 |
Cash and cash
equivalents |
|
|
|
2,554,883 |
|
2,890,620 |
Total assets |
|
|
|
|
120,986,879 |
|
129,581,101 |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Derivative financial
liabilities |
|
|
11 |
1,109,294 |
|
1,145,453 |
Other payables |
|
|
|
|
513,422 |
|
1,355,155 |
Total
liabilities |
|
|
|
|
1,622,716 |
|
2,500,608 |
Net assets |
|
|
|
|
|
119,364,163 |
|
127,080,493 |
|
|
|
|
|
|
|
|
|
Represented by: |
|
|
|
|
|
|
|
Shareholders' equity and
reserves |
|
|
|
|
|
|
Share capital |
|
|
|
12 |
33,912,856 |
|
33,986,846 |
Other reserves |
|
|
|
|
85,451,307 |
|
93,093,647 |
Total Shareholders'
equity |
|
|
|
119,364,163 |
|
127,080,493 |
Net Assets Value per Ordinary
Share |
|
7 |
1.7233 |
|
1.8336 |
The Notes form an integral part of these Condensed
Financial Statements.
The Condensed Financial Statements were approved and authorised
for issue by the Board of Directors on 15 September
2023.
Krishna
Shanmuganathan
Gill
Morris
Chair
Audit Chair
Condensed Statement of Comprehensive
Income
For the period ended 30
June 2023
|
|
|
|
|
|
For the period
ended |
For the period
ended |
|
|
|
|
|
|
30 June 2023 |
30 June 2022 |
|
|
|
|
|
|
(Unaudited) |
(Unaudited) |
|
|
|
|
|
Notes |
£ |
£ |
Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net changes in fair value of financial assets
at fair value through profit or loss |
8 |
(1,851,203) |
(34,996,104) |
Net changes in fair value of derivative financial
instruments through profit or loss |
9 |
36,181 |
959,892 |
Net foreign currency
(losses)/gains |
|
(486,385) |
487,824 |
Dividend income |
|
|
|
392,104 |
445,389 |
Bank interest income |
|
|
9,801 |
- |
Total loss |
|
|
|
|
(1,899,502) |
(33,102,999) |
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
Operating expenses |
|
|
|
(1,947,468) |
(1,863,490) |
Total operating
expenses |
|
|
(1,947,468) |
(1,863,490) |
|
|
|
|
|
|
|
|
Loss for the period before dividend withholding
tax |
|
(3,846,970) |
(34,966,489) |
Dividend withholding tax |
|
3 |
(86,263) |
(98,403) |
Loss for the period after dividend withholding
tax |
|
(3,933,233) |
(35,064,892) |
Loss and total comprehensive loss for the
period |
|
(3,933,233) |
(35,064,892) |
Basic and diluted loss per
Share |
6 |
(0.0568) |
(0.5059) |
All items derive from continuing
activities.
Following review of the AIC SORP and its impact on
the Statement of Comprehensive Income, the Board has decided not to
follow the recommended income and capital split. This is due to the
fact that the Company’s dividend policy is not influenced by its
expense policy. See Company Summary section for details of the
Company’s dividend policy.
The Notes form an integral part of these Condensed
Financial Statements.
Condensed Statement of Changes in
Equity
For the period ended 30
June 2023
|
|
|
|
Share |
Other |
|
|
|
|
|
capital |
reserves |
Total |
For the period ended 30 June 2023
(Unaudited) |
Notes |
£ |
£ |
£ |
Balance as at 1 January
2023 |
|
|
|
33,986,846 |
93,093,647 |
127,080,493 |
Total comprehensive loss for the
period |
|
- |
(3,933,233) |
(3,933,233) |
Transactions with Shareholders, recorded directly
in equity |
|
|
|
|
Purchase of Realisation
Shares |
|
|
12 |
(73,990) |
- |
(73,990) |
Distributions paid |
|
|
4 |
- |
(3,709,107) |
(3,709,107) |
Balance as at 30 June
2023 |
|
|
|
33,912,856 |
85,451,307 |
119,364,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
Other |
|
|
|
|
|
capital |
reserves |
Total |
For the period ended 30 June 2022
(Unaudited) |
Note |
£ |
£ |
£ |
Balance as at 1 January
2022 |
|
|
|
33,986,846 |
132,554,299 |
166,541,145 |
Total comprehensive loss for the
period |
|
- |
(35,064,892) |
(35,064,892) |
Transactions with Shareholders, recorded directly
in equity |
|
|
|
|
Distributions paid |
|
|
4 |
- |
(4,417,079) |
(4,417,079) |
Balance as at 30 June
2022 |
|
|
|
33,986,846 |
93,072,328 |
127,059,174 |
The Notes form an integral part of these Condensed
Financial Statements.
Condensed Statement of Cash
Flows
For the period ended 30
June 2023
|
|
For the period ended 30 June
2023 |
|
For the period ended 30 June
2022 |
|
|
(Unaudited) |
|
(Unaudited) |
|
Notes |
£ |
|
£ |
Cash flows from operating
activities |
|
|
|
|
Loss and total comprehensive loss for the
period |
|
(3,933,233) |
|
(35,064,892) |
Adjustments for: |
|
|
|
|
Net change in fair value of financial assets held
at fair value through profit or loss |
8 |
1,851,203 |
|
34,996,104 |
Exchange losses/(gains) on cash and cash
equivalents |
|
1,147,298 |
|
(487,824) |
Net change in fair value of derivative financial
instruments held at fair value through profit or
loss |
9 |
(36,181) |
|
(959,892) |
Increase in receivables excluding
dividends |
|
(18,444) |
|
(18,869) |
Increase/(decrease) in other payables excluding
withholding
tax |
92,894 |
|
(141,026) |
Dividend income |
|
(305,841) |
|
(346,988) |
Dividend received |
|
3,626,410 |
|
3,938,692 |
Purchase of financial assets at fair value through
profit or loss |
|
(9,766,020) |
|
(5,198,292) |
Proceeds from the sale of financial assets at fair
value through
profit or loss |
10,921,807 |
|
7,689,890 |
Net cash generated from operating
activities |
|
3,579,893 |
|
4,406,903 |
|
|
|
|
|
Cash flows from investing
activities |
|
|
|
|
Opening of derivative financial
instruments |
|
20 |
|
1,799,402 |
Closure of derivative financial
instruments |
|
- |
|
(163,217) |
Decrease/(increase) in margin
account |
|
1,014,745 |
|
(1,027,558) |
Net cash generated from investing
activities |
|
1,014,765 |
|
608,627 |
|
|
|
|
|
Cash flows from financing
activities |
|
|
|
|
Repurchase of realisation
Shares |
12 |
(73,990) |
|
- |
Distributions paid |
4 |
(3,709,107) |
|
(4,417,079) |
Net cash used in financing
activities |
|
(3,783,097) |
|
(4,417,079) |
|
|
|
|
|
Net increase in cash and cash
equivalents |
|
811,561 |
|
598,451 |
Exchange (losses)/gains on cash and cash
equivalents |
|
(1,147,298) |
|
487,824 |
Cash and cash equivalents at the beginning of the
period |
|
2,890,620 |
|
3,091,245 |
Cash and cash equivalents at the end of the
period |
|
2,554,883 |
|
4,177,520 |
The Notes form an integral part of these
Condensed Financial
Statements.
Notes to the Unaudited Condensed Financial
Statements
For the period ended 30
June 2023
1. General
information
The Company was incorporated with limited
liability in Guernsey, as a closed-ended investment company on
12 April 2013. The Company’s Shares
were admitted to trading on AIM of the London Stock Exchange
(“LSE”) on 14 May 2013.
The Investment Manager of the Company is Weiss
Asset Management LP.
At
the Annual General Meeting (“AGM”) held on 27 July 2016, the Board approved the adoption of
the new Articles of Incorporation in accordance with Section 42(1)
of the Companies (Guernsey) Law, 2008 (the
“Law”).
2. Significant accounting
policies
a. Statement of
compliance
The Condensed Financial Statements of the Company for the period
ended 30 June 2023 have been prepared
in accordance with IFRS adopted by the European Union and the AIM
Rules of the London Stock Exchange. They give a true and fair view
and are in compliance with the Law.
b. Basis of
preparation
The Condensed Financial Statements are prepared in
pounds sterling (£), which is the Company’s functional and
presentational currency. They are prepared on a historical cost
basis modified to include financial assets at fair value through
profit or loss.
The Condensed Financial Statements, covering the
period from 1 January to 30 June
2023, are not audited.
The accounting policies adopted are consistent
with those used in the Annual Report and Audited Financial
Statements for the year ended 31 December
2022.
The Condensed Financial Statements do not include
all the information and disclosures required in the Annual Report
and Audited Financial Statements and should be read in conjunction
with the Annual Report and Audited Financial Statements for the
year ended 31 December 2022. The
Auditor’s Report contained within the Annual Report and Audited
Financial Statements provided an unmodified
opinion.
The preparation of the Condensed Financial
Statements requires management to make estimates and assumptions
that affect the reported amounts of revenues, expenses, assets, and
liabilities at the date of these Condensed Financial
Statements. If in the future such estimates and assumptions which
are based on management’s best judgement at the date of the
Condensed Financial Statements, deviate from the actual
circumstances, the original estimates and assumptions will be
modified as appropriate in the period in which the circumstances
change.
c. Going
concern
In
accordance with the Company’s Articles of Incorporation and its
Admission Document, the Company offers all Shareholders the right
to elect to realise some or all of the value of their Ordinary
Shares (the “Realisation Opportunity”), less applicable costs and
expenses, on or prior to the fourth anniversary of Company’s
admission to AIM and, unless it has already been determined that
the Company be wound-up, every two years thereafter, the most
recent being 12 May 2023 (the
“Realisation Date”).
On
13 March 2023, the Company announced
that pursuant to the Realisation Opportunity, Shareholders who are
on the register as at the record date may elect, during the
Election Period, to redesignate all or part (provided that such
part be rounded up to the nearest whole Ordinary Share) of their
Ordinary Shares as Realisation Shares. The Election Period
commenced on 12 April 2023 and closed
at 1pm, 5 May
2023. Elections were received from Shareholders totalling of
41,496 Ordinary Shares, representing approximately 0.06 per cent of
the Company’s issued share capital.
Due to the limited number of elections received
for the Realisation Opportunity, all Realisation Shares were
redeemed utilising the Company’s cash reserves, with an
accompanying record date of 26 May
2023.
Based on the fact that the assets currently held
by the Company consist mainly of securities that are readily
realisable, whilst the Directors acknowledge that the liquidity of
these assets needs to be managed, the Directors believe that the
Company has adequate financial resources to meet its liabilities as
they fall due for at least twelve months from the date of this
report, and that is appropriate for the Financial Statements to be
prepared on a going concern basis.
3.
Taxation
The Company has been granted Exempt Status under
the terms of The Income Tax (Exempt Bodies) (Guernsey) Ordinance,
1989 to income tax in Guernsey. Its liability is an annual fee of
£1,200 (2022: £1,200). The amounts disclosed as taxation in the
Condensed Statement of Comprehensive Income relate solely to
withholding tax levied in South
Korea on distributions from South Korean companies at an
offshore rate of 22 %.
4. Dividends to
Shareholders
Dividends, if any, will be paid annually each
year. An annual dividend of 5.3517
pence per Share (£3,709,107) was approved on 2 May 2023
and paid on 9 June 2023 in respect of the year ended
31 December 2022. An annual dividend of 6.3732 pence per Share (£4,417,069) was approved
on 12 May 2022 and paid on
10 June 2022 in respect of the year
ended 31 December
2021.
5. Significant accounting
judgements, estimates and
assumptions
The preparation of the Condensed Financial
Statements in conformity with IFRS requires management to make
judgements, estimates, and assumptions that affect the application
of policies and the reported amounts of assets and liabilities,
income and expense, and the accompanying disclosures. Uncertainty
about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or
liabilities affected in future periods. The significant judgements,
estimates, and assumptions made by management when applying the
Company’s accounting policies, as well as the key sources of
estimation uncertainty, were the same for these Condensed Financial
Statements as those that applied to the Annual Report and Audited
Financial Statements for the year ended 31
December 2022.
6. Basic and
diluted loss per
Share
The total basic and diluted
loss per Ordinary Share of £0.0568 (30 June
2022: £0.5059) for the Company has been calculated based on
the total loss after tax for the period of £3,933,233 (for the
period ended 30 June 2022:
£35,064,892) and the weighted average number of Ordinary Shares in
issue during the period of 69,296,302 (for the period ended
30 June 2022:
69,307,078).
7. Net Asset Value per Ordinary
Share
The NAV of each Share of £1.7233 (as at
31 December 2022: £1.8336) is
determined by dividing the net assets of the Company attributed to
the Ordinary Shares of £119,364,163 (as at 31 December 2022: £127,080,493) by the number of
Ordinary Shares in issue at 30 June
2023 of 69,265,582 (as at 31 December
2022: 69,307,078 Ordinary Shares in issue).
8. Net changes in fair value on
financial assets at fair value through profit or
loss
|
|
|
|
|
|
For the period
ended |
|
For the period
ended |
|
|
|
|
|
|
30 June 2023 |
|
30 June 2022 |
|
|
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|
|
£ |
|
£ |
|
Realised gain on
investments |
|
|
3,906,098 |
|
2,131,698 |
|
Realised loss on
investments |
|
|
(1,015,368) |
|
(1,444,941) |
|
Unrealised gains on
investments |
|
|
10,119,230 |
|
- |
|
Unrealised losses on
investments |
|
|
(14,861,163) |
|
(35,682,861) |
|
Net changes in fair value on financial assets at
fair value through profit or loss |
(1,851,203) |
|
(34,996,104) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9. Net changes in fair value on
derivative financial instruments at fair value through profit or
loss
|
|
|
|
|
|
For the period
ended |
|
For the period
ended |
|
|
|
|
|
|
30 June 2023 |
|
30 June 2022 |
|
|
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|
£ |
|
£ |
Realised gain on options |
|
|
- |
|
272,265 |
Realised loss on options |
|
|
- |
|
(42,589) |
Realised gain on credit default
swaps |
|
|
- |
|
1,157,384 |
Realised loss on credit default
swaps |
|
|
- |
|
(861,537) |
Unrealised gain on
options |
|
|
- |
|
136,822 |
Unrealised gain on credit default
swaps |
|
|
36,181 |
|
297,547 |
Net changes in fair value on financial derivatives
at fair value through profit or loss |
36,181 |
|
959,892 |
|
|
|
|
|
|
|
|
|
|
|
10. Financial assets at fair
value through profit or loss
|
|
|
|
As at |
|
As at |
|
|
|
|
30 June |
|
31 December |
|
|
|
|
2023 |
|
2022 |
|
|
|
|
(Unaudited) |
|
(Audited) |
|
|
|
|
£ |
|
£ |
Cost of investments at beginning of the
period/year |
|
|
145,672,008 |
|
149,112,223 |
Purchases of investments in the
period/year |
|
|
9,766,020 |
|
10,167,914 |
Disposal of investments in the
period/year |
|
|
(10,985,280) |
|
(11,810,895) |
Net realised gains/(losses) on investments in the
period/year |
2,890,730 |
|
(1,797,234) |
Cost of investments held at end of the
period/year |
|
|
147,343,478 |
|
145,672,008 |
Unrealised loss on
investments |
|
|
(29,649,495) |
|
(24,907,562) |
Financial assets at fair value through profit or
loss |
|
|
117,693,983 |
|
120,764,446 |
Financial assets are valued at the bid-market
prices ruling as at the close of business at the Condensed
Statement of Financial Position date, net of any accrued interest
which is included in the Condensed Statement of Financial Position
as an income related item. The Directors are of the opinion that
the bid-market prices are the best estimate of fair value in
accordance with the requirements of IFRS 13 ‘Fair Value
Measurement’. Movements in fair value are included in the Condensed
Statement of Comprehensive Income.
11. Derivative financial
instruments at fair value through profit or
loss
|
|
|
|
|
As at |
|
As at |
|
|
|
|
|
30 June |
|
31 December |
|
|
|
|
|
2023 |
|
2022 |
|
|
|
|
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
£ |
|
£ |
Cost of derivatives at beginning of the
period/year |
|
|
|
(1,835,637) |
|
(724,897) |
Opening of derivatives in the
period/year |
|
|
|
(20) |
|
(1,799,480) |
Closure of derivatives in the
period/year |
|
|
|
- |
|
163,217 |
Realised gain on closure of derivatives in the
period/year |
|
|
|
- |
|
525,523 |
Net cost of derivatives held at end of the
period/year |
|
|
|
(1,835,657) |
|
(1,835,637) |
Unrealised gain on derivative financial
instruments at fair value through profit or
loss |
726,363 |
|
690,184 |
Net fair value on derivative financial instruments
at fair value through profit or loss |
(1,109,294) |
|
(1,145,453) |
The following are the composition of the Company’s
derivative financial instruments at period/year
end:
|
|
|
As at |
|
|
|
As at |
|
|
|
30 June |
|
|
|
31 December |
|
|
|
2023 |
|
|
|
2022 |
|
Assets |
Liabilities |
|
Assets |
|
Liabilities |
|
(Unaudited) |
(Unaudited) |
|
(Audited) |
|
(Audited) |
Derivatives held for
trading: |
|
£ |
£ |
|
£ |
|
£ |
Credit default swaps |
|
- |
(1,109,294) |
|
- |
|
(1,145,453) |
Total |
|
- |
(1,109,294) |
|
- |
|
(1,145,453) |
12. Share
capital
The share capital of the Company consists of an
unlimited number of Ordinary Shares of no par
value.
|
|
|
|
As at |
|
As at |
|
|
|
|
30 June |
|
31 December |
|
|
|
|
2023 |
|
2022 |
|
|
|
|
(Unaudited) |
|
(Audited) |
Authorised |
|
|
|
|
|
|
Unlimited Ordinary Shares at no par
value |
|
|
- |
|
- |
|
|
|
|
|
|
|
Issued at no par
value |
|
|
|
|
|
|
69,265,582 (2022: 69,307,078) Ordinary Shares at
no par value |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of number of
Shares |
|
|
|
|
|
|
|
|
|
As at |
|
As at |
|
|
|
|
30 June |
|
31 December |
|
|
|
|
2023 |
|
2022 |
|
|
|
|
(Unaudited) |
|
(Audited) |
|
|
|
|
No. of Shares |
|
No. of Shares |
Ordinary Shares at the beginning of the
period/year |
|
|
69,307,078 |
|
69,307,078 |
Purchase of Realisation
Shares |
|
|
(41,496) |
|
- |
Total Ordinary Shares in issue at the end of the
period/year |
|
69,265,582 |
|
69,307,078 |
|
|
|
|
As at |
|
As at |
Treasury Shares |
|
|
|
30 June |
|
31 December |
|
|
|
|
2023 |
|
2022 |
|
|
|
|
(Unaudited) |
|
(Audited) |
|
|
|
|
No. of Shares |
|
No. of Shares |
Treasury Shares at the beginning of the
period/year |
|
|
11,710,747 |
|
11,437,662 |
Prior year adjustment for repurchase of Ordinary
Shares |
|
3 |
|
- |
Redesignation of Realisation
Shares |
|
|
41,496 |
|
273,085 |
Total Shares at the end of the
period/year |
|
|
11,752,246 |
|
11,710,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
account |
|
|
|
|
|
|
|
|
|
|
As at |
|
As at |
|
|
|
|
30 June |
|
31 December |
|
|
|
|
2023 |
|
2022 |
|
|
|
|
(Unaudited) |
|
(Audited) |
|
|
|
|
£ |
|
£ |
Share capital at the beginning of the
period/year |
|
|
33,986,846 |
|
33,986,846 |
Purchase of Realisation
Shares |
|
|
(73,990) |
|
- |
Total Share capital at the end of the
period/year |
|
|
33,912,856 |
|
33,986,846 |
Ordinary Shares
The Company has a single class of Ordinary Shares,
which were issued by means of an initial public offering on
14 May 2013, at 100 pence per Share.
The rights attached to the Ordinary Shares are as
follows:
-
The holders of Ordinary Shares shall confer the
right to all dividends in accordance with the Articles of
Incorporation of the Company.
-
The capital and surplus assets of the Company
remaining after payment of all creditors shall, on winding-up or on
a return (other than by way of purchase or redemption of own
Ordinary Shares) be divided amongst the Shareholders on the basis
of the capital attributable to the Ordinary Shares at the date of
winding up or other return of capital.
-
Shareholders present in person or by proxy or
(being a corporation) present by a duly authorised representative
at a general meeting have on a show of hands, one vote and, on a
poll, one vote for every Share.
-
On
13 March 2023, being 61 days before
the Subsequent Realisation Date, the Company published a circular
pursuant to the Realisation Opportunity, entitling the Shareholders
to serve a written notice during the election period (a
“Realisation Election”) requesting that all or a part of their
Ordinary Shares be re-designated to Realisation Shares, subject to
the aggregate NAV of the continuing Ordinary Shares on the last
business day before the Reorganisation Date being not less than £50
million.
-
On
12 May 2023, 41,496 Ordinary Shares,
which represented 0.06% of the Company’s issued Ordinary Share
capital were redesignated as Realisation
Shares.
On
24 May 2023, the Company announced
that, due to the very limited number of elections received for the
Realisation Opportunity, all Realisation Shares were compulsory
redeemed utilising the Company’s existing cash reserves, with an
accompanying record date of 26 May
2023 (“Redemption Date”). The Redemption price was
177.62 pence per Realisation Share,
equivalent to the unaudited Net Asset Value per Realisation Share
as at 15 May
2023.
All Realisation Shares that were redeemed have
been re-designated as Ordinary Shares and held in
Treasury.
Share buyback and
cancellation
During the period ended 30
June 2023, the Company purchased Nil shares (31 December 2022: Nil) of its own Shares at a
consideration of £Nil (31 December
2022: £Nil) under its general buyback authority originally
granted to the Company in 2014.
The Company has 69,265,582 Ordinary Shares in
issue as at 30 June 2023 (as at
31 December 2022: 69,307,078). The
Company has 11,752,246 Treasury Shares in issue as at 30 June 2023 (as at 31
December 2022: 11,710,750)
At
the AGM held on 20 July 2023,
Shareholders approved the authority of the Company to buy back up
to 40% of the issued Ordinary Shares (excluding Treasury Shares) to
facilitate the Company’s discount management. Any Ordinary Shares
bought back may be cancelled or held in
treasury.
13. Related-party transactions
and material agreements
Related-party
transactions
a. Directors’ remuneration and
expenses
The Directors of the Company are remunerated for
their services at such a rate as the Directors determine provided
that the aggregate amount of such fees does not exceed £150,000 per
annum.
The Board increased their fees by £1,500 per
Director, per annum effective 1 January
2023. The annual Directors’ fees comprise £36,500 payable to
Norman Crighton as the Chair,
£34,000 to Gill Morris as Chair of
the Audit Committee and £31,500 each to Krishna Shanmuganathan and Wendy Dorey. Effective 20
July 2023, Norman Crighton
retired from the Board and Krishna was appointed as the
Chair.
During the period ended 30
June 2023, Directors’ fees of £66,750 (period ended
30 June 2022: £51,250) were charged
to the Company and £3,000 remained payable at the end of the period
(as at 31 December 2022:
£Nil).
b. Shares held by related
parties
The Directors who held office at 30 June 2023
and up to the date of this Report held the following number of
Ordinary Shares beneficially:
|
As at 30 June
2023 |
|
As at 31 December
2022 |
|
Ordinary |
|
% of issued |
|
Ordinary |
|
% of issued |
|
Shares |
|
share capital |
|
Shares |
share capital |
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
(Audited) |
Norman Crighton |
20,000 |
|
0.03% |
|
20,000 |
|
0.03% |
Gillian Morris |
3,934 |
|
0.01% |
|
3,934 |
|
0.01% |
Krishna Shanmuganathan |
- |
|
- |
|
- |
|
- |
Wendy Dorey |
2,552 |
|
0.00% |
|
2,552 |
|
0.00% |
There have been no changes in the interests of the
above Directors during the period.
The Investment Manager is principally owned by Dr
Andrew Weiss and certain members of
the Investment Manager’s senior management team. As at 30 June 2023, Dr Andrew
Weiss and his immediate family members held an interest in
7,316,888 Ordinary Shares (as at 31 December
2022: 7,010,888) representing 10.56% (as at 31 December
2022: 10.12%) of the Ordinary issued share capital of the
Company.
As
at 30 June 2023, employees and
partners of the Investment Manager other than Dr Andrew Weiss, their respective immediate family
members or entities controlled by them or their immediate family
members held an interest in 390,408 Ordinary Shares (as at
31 December 2022: 3,594,333)
representing 0.6% (as at 31 December
2022: 5.19%) of the Ordinary issued share capital of the
Company.62
c.
Investment management fee
The Company’s Investment Manager is Weiss Asset
Management LP. In consideration for its services provided by the
Investment Manager under the Investment Management Agreement (IMA)
dated 8 May 2013, the Investment
Manager is entitled to an annual management fee of 1.5 % of the
Company’s NAV accrued daily and payable within 14 days after each
month end. The Investment Manager is also entitled to reimbursement
of certain expenses incurred by it in connection with its
duties.
The IMA will continue in force until terminated by
the Investment Manager or the Company, giving to the other party
thereto not less than 12 months’ notice in writing. For the period
ended 30 June 2023, investment
management fees and charges of £964,912 (for the period ended
30 June 2022: £1,101,447) were
charged to the Company and £154,662 (as at 31 December 2022: £155,320) remained payable at
the period/year end.
14. Fair value
measurement
IFRS 13 ‘Fair Value Measurement’ requires the
Company to establish a fair value hierarchy that prioritises the
inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level
3 measurements).
The three levels of the fair value hierarchy under
IFRS 13 ‘Fair Value Measurement’ are set as
follows:
-
Level 1 Quoted prices (unadjusted) in active
markets for identical assets or
liabilities;
-
Level 2 Inputs other than quoted prices included
within Level 1 that are observable for the asset or liability
either directly (that is, as prices) or indirectly (that is,
derived from prices); and
-
Level 3 Inputs for the asset or liability that are
not based on observable market data (that is, unobservable
inputs).
The level in the fair value hierarchy 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. For this purpose, the
significance of an input is assessed against the fair value
measurement in its entirety.
If
a fair value measurement uses observable inputs that require
significant adjustment based on unobservable inputs, that
measurement is a Level 3 measurement. Assessing the significance of
a particular input to the fair value measurement requires
judgement, considering factors specific to the asset or
liability.
The determination of what constitutes ‘observable’
requires significant judgement by the Company. The Company
considers observable data to be that market data that is readily
available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources
that are actively involved in the relevant
market.
The Company recognises transfers between levels of
the fair value hierarchy as of the end of the reporting period
during which the transfers have occurred. During the period ended
30 June 2023, there were no transfers
from Level 2 to Level 1 (for the year ended 31 December 2022: £Nil).
Investments whose values are based on quoted
market prices in active markets, and are therefore classified
within Level 1, include Korean preference shares and exchange
traded options.
The Company holds investments in derivative
financial instruments which are classified as Level 2 within the
fair value hierarchy. These consist of credit default swaps with a
fair value of £1,109,294 (as at 31 December
2022: £1,145,453). The Company held no investments in
derivative financial instruments classified as Level 1 within the
fair value hierarchy (as at 31 December
2022: £Nil).
The fair value of credit default swaps is
determined by estimating future default probabilities using market
standard models. The principal input into the model is the credit
curve. Credit spreads are observed directly from broker data or
third party vendors. The significant model inputs are observable in
the marketplace or set in the contract.
The following table presents the Company’s
financial assets and liabilities by level within the valuation
hierarchy as of 30 June
2023:
|
|
|
|
|
|
Total |
|
|
|
|
|
|
As at |
|
|
|
|
|
|
30 June |
|
|
|
Level 1 |
Level 2 |
Level 3 |
2023 |
|
|
|
|
|
|
(Unaudited) |
|
|
|
£ |
£ |
£ |
£ |
Financial assets/(liabilities) at fair value
through |
|
|
|
|
profit or loss: |
|
|
|
|
|
|
Korean preference
shares |
|
|
117,693,983 |
- |
- |
117,693,983 |
Financial derivative
liabilities |
|
|
- |
(1,109,294) |
- |
(1,109,294) |
Total net assets |
|
|
117,693,983 |
(1,109,294) |
- |
116,584,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
As at |
|
|
|
|
|
|
31 December |
|
|
|
Level 1 |
Level 2 |
Level 3 |
2022 |
|
|
|
|
|
|
(Audited) |
|
|
|
£ |
£ |
£ |
£ |
Financial assets/(liabilities) at fair value
through |
|
|
|
|
profit or loss: |
|
|
|
|
|
|
Korean preference
shares |
|
|
120,764,446 |
- |
- |
120,764,446 |
Financial derivative
liabilities |
|
|
- |
(1,145,453) |
- |
(1,145,453) |
Total net assets |
|
|
120,764,446 |
(1,145,453) |
- |
119,618,993 |
Cash and cash equivalents included cash in hand
and deposits held with banks.
Amounts due to brokers and other payables
represent the contractual amounts and obligations due by the
Company for settlement of trades and expenses. Amounts due from
brokers and other receivables represent the contractual amounts and
rights due to the Company for settlement of trades and
income.
15. NAV
reconciliation
The Company announces its NAV to the LSE daily, on
each UK business day. The following is a reconciliation of the NAV
per Share attributable to participating Shareholders as presented
in these Condensed
Financial Statements, using IFRS to
the NAV per Share reported to the
LSE:
|
|
|
As at 30 June
2023 |
As at 31 December
2022 |
|
|
|
|
NAV per |
|
NAV per |
|
|
|
|
Participating |
|
Participating |
|
|
|
NAV |
Share |
NAV |
Share |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
(Audited) |
|
|
|
£ |
£ |
£ |
£ |
Net Asset Value reported to the
LSE |
119,387,031 |
1.7236 |
127,405,980 |
1.8383 |
Adjustment to accruals and
cash |
|
|
(11,262) |
(0.0001) |
(3,136) |
(0.0001) |
Adjustment for dividend
income |
|
(11,606) |
(0.0002) |
(322,351) |
(0.0046) |
Net Assets Attributable to Shareholders per
Condensed Financial Statements |
119,364,163 |
1.7233 |
127,080,493 |
1.8336 |
The published NAV per Share of £1.7236 (as at
31 December 2022: £1.8383) is
different from the accounting NAV per Share of £1.7233 (as at
31 December 2022: £1.8336) due to the
adjustments noted above.
15. Subsequent
events
These Condensed Financial Statements were approved for issuance by
the Board on 15 September
2023. Subsequent events
have been evaluated until this
date.
Effective 20 July
2023, Norman Crighton retired
from the Board and Krishna
Shanmuganathan was appointed as the
Chair.
No
further subsequent events have occurred.
Statement of Principal and Emerging Risks and
Uncertainties
For the period ended 30
June 2023
The Company’s risk exposure and the effectiveness
of its risk management and internal control systems are reviewed by
the Audit Committee at its meetings and annually by the Board. The
Board believes that the Company has adequate and effective systems
in place to identify, mitigate, and manage the risks to which it is
exposed.
Emerging Risks
In
order to recognise any new risks that may impact the Company and to
ensure that appropriate controls are in place to manage those
risks, the Audit Committee undertakes a regular review of the
Company’s Risk Matrix. This review took place on four occasions
during the year.
Geopolitical Risks
Risks to global growth have been heightened as a
result of the conflict in the Ukraine. The level of tension between North
and South Korea fluctuates. There
is a heightened risk of malicious cyber activity. Through the
Management Engagement Committee, the Company asks its service
providers to confirm that they have appropriate safeguards in place
to mitigate the risk of cyber-attacks and remote working (including
minimising the adverse consequences arising from any such attack),
that they provide regular updates to the Board on cyber security,
and conduct ongoing monitoring of industry developments in this
area. None of the Service
Providers have reported any problems regarding cyber security when
questioned by the MEC.
Principal Risks and
Uncertainties
In
respect of the Company’s system of internal controls and reviewing
its effectiveness, the Directors:
-
are satisfied that they have carried out a robust
assessment of the principal risks facing the Company, including
those that would threaten its business model, future performance,
solvency, or liquidity; and
-
have reviewed the effectiveness of the risk
management and internal control systems, including material
financial, operational, and compliance controls (including those
relating to the financial reporting process) and no significant
failings or weaknesses were identified.
The principal risks and uncertainties which have
been identified and the steps which are taken by the Board to
mitigate them are as follows:
Investment Risks
The Company is exposed to the risk that its
portfolio fails to perform in line with its investment objective
and policy if markets move adversely or if the Investment Manager
fails to comply with the investment policy. The Board reviews
reports from the Investment Manager at the quarterly Board
Meetings, with a focus on the performance of the portfolio in line
with its investment policy. The
Administrator is responsible for ensuring that all transactions are
in accordance with the investment
restrictions.
Operational Risks
The Company is exposed to the risk arising from
any failures of systems and controls in the operations of the
Investment Manager, Administrator, and the Custodian. The Board and
its Committees regularly review reports from the Investment Manager
and the Administrator on their internal controls.
The Administrator will report to the
Investment Manager any valuation issues which will be brought to
the Board for final approval as
required.
Accounting, Legal and Regulatory
Risks
The Company is exposed to the risk that it may
fail to maintain accurate accounting records, fail to comply with
requirements of its Admission Document, and fail to meet listing
obligations. The accounting
records prepared by the Administrator are reviewed by the
Investment Manager. The Administrator, Broker, and Investment
Manager provide regular updates to the Board on compliance with the
Admission Document and changes in
regulation.
Discount Management
The Company is exposed to
Shareholder dissatisfaction through its inability to manage the
share price discount to NAV. The Board and its Broker
monitor the share price discount (or premium) continuously and have
engaged in Share buybacks from time to time to help
minimise
any such discount. The Board
believes that it has access to sufficiently liquid assets to help
manage the Share price discount. The Company's discount
management programme
is described within Note 18 of
the Annual Report and Audited Financial Statements for the year
ended 31 December
2022.
Liquidity of
Investments
The Korean preference shares
typically purchased by the Company generally have smaller market
capitalisations and lower levels of liquidity than their common
share counterparts. These factors, among others, may result in more
volatile price changes in the Company’s assets as compared to the
South Korean stock market or other more liquid asset classes. This
volatility could cause the NAV to go up or down
dramatically.
In
order to realise its investments, the Company will likely need to
sell its holdings in the secondary market, which could prove
difficult if adequate liquidity does not exist at the time and
could result in the values received by the Company being
significantly less than their holding values. The liquidity of the
market for preference shares may vary materially over time. There
can be no guarantee that a liquid market for the Company’s assets
will exist or that the Company’s assets can be sold at prices
similar to the published NAV. Illiquidity could also make it
difficult or costly for the Company to purchase securities, and
this could result in the Company holding more cash than
anticipated. The Investment Manager considers the liquidity of
secondary trading in assessing and managing the liquidity of the
Company’s investments. The Board reviews the Company’s resources
and obligations on a regular basis with a view to ensuring that
sufficiently liquid assets are held for the expected day to day
operations of the Company. However, if the Company were required to
liquidate a substantial portion of its assets at a single time, it
is likely that the market impact of the necessary sale transactions
would impact the value of the portfolio
materially.
Fraud Risk
The Company is exposed to fraud risk. The Audit
Committee continues to monitor the fraud, bribery, and corruption
policies of the Company. The Board receives an annual confirmation
from all service providers that there have been no instances of
fraud or bribery.
Financial Risks
The financial risks, including market, credit, and
liquidity risks, faced by the Company are set out in the annual
report of the Company. These risks and the controls in place to
reduce the risks are reviewed at the quarterly Board
Meetings.
Climate Risks
Climate change is a growing area of focus for
regulators, companies, investors and other stakeholders. Climate
related risks include both physical risks from global warming and
extreme weather events as well as transition risks (e.g. increased
regulation) and litigation risks. Climate risks are incorporated in
the Environmental, Social, and Governance (“ESG”) analysis under
environmental factors.
Directors’ Responsibility
Statement
For the period ended 30
June 2023
The Directors are responsible for preparing the
Unaudited Half-Yearly Financial Report (the “Condensed Financial
Statements”), which have not been audited by an independent
auditor, and confirm that to the best of their
knowledge:
-
these Condensed Financial Statements have been
prepared in accordance with International Financial Reporting
Standards (“IFRS”) and in
accordance with International Accounting Standard 34 “Interim
Financial Reporting” issued by the European Union and the AIM Rules
of the London Stock Exchange
(“LSE”);
-
these Condensed Financial Statements include a
fair review of important events that have occurred during the
period and their impact on the Condensed Financial Statements,
together with a description of the principal risks and
uncertainties of the Company for the remaining six months of the
financial period as detailed in the Investment Manager’s Report;
and
-
these Condensed Financial Statements include a
fair review of related party transactions that have taken place
during the six-month period which have had a material effect on the
financial position or performance of the Company, together with
disclosure of any changes in related-party transactions in the last
Annual Report and Audited Financial Statements which have had a
material effect on the financial position of the Company in the
current period.
The Directors confirm that the Condensed Financial
Statements comply with the above
requirements.
On
behalf of the Board,
Krishna
Shanmuganathan
Gill
Morris
Chair
Audit Chair
15 September
2023
Board of Directors
The Company had four Directors during the period
ended 30 June 2023 and reverted to 3
directors from 20 July 2023.
All Directors are considered
independent of the Investment
Manager.
Krishna
Shanmuganathan (aged 49)
Krishna
Shanmuganathan is the Chair of the Company. He is also the
Chair of abrdn Asia Focus plc and founded Scylax Partners in 2016,
a provider of specialist advisory services. Prior to Scylax,
Krishna was a managing partner at Hakluyt & Company
(Asia), a risk advisory company,
having established and led the Asia
Pacific offices of the firm based in Singapore. Krishna has also held research and
analyst roles at Fidelity International and Cambridge Associates
after a successful and varied career in the Foreign &
Commonwealth Office. He holds a number of other non-executive
appointments, including being on the advisory board of Serendipity
Capital, former chairman of the trustees of St Jude India ChildCare
Centres UK and a former trustee of Solefield School Educational
Trust. Krishna has Master’s degrees from University of Cambridge and University of
London, is British and resident in
the United Kingdom. Krishna was
appointed to the Board in 2022.
Gillian Yvonne
Morris (aged 60)
Gill is the Chair of the Audit Committee. She
holds a number of other non-executive appointments including The
International Stock Exchange, where she is also Audit Chair, and
CICAP GP Limited. Gill has performed a number of roles in local
government including the Public Accounts Committee, the Scrutiny
Management Committee and the Tax Tribunal Panel. She is a qualified
Chartered Accountant (ICAEW) and a Chartered Tax Advisor (CIOT).
She started her career in London
with Touche Ross & Co., worked
for Touche Ross & Co. and KPMG
in Australia before returning to
Guernsey. After almost 3 years with KPMG in Guernsey, she joined
Specsavers Optical Group Limited as their tax manager. Gill held
several positions in the Specsavers Group including Director of
Specsavers Finance (Guernsey) Limited and ultimately served as
Director of Risk and Government Affairs until 2020. She is
currently also the treasurer of the Guernsey branch of the
Institute of Directors. Gill is British and resident in Guernsey.
She was appointed to the Board in 2021.
Wendy Dorey (aged
50)
Wendy is an experienced professional in the
financial services industry, with key competencies in business
strategy, financial regulation, risk management and investment
marketing and distribution. She is currently a Director of Dorey
Financial Modelling, an investment consulting firm, a Commissioner
for the Guernsey Financial Services Commission, a Non-Executive
Director for Schroders (CI) Limited and a Non-Executive Director
for TwentyFour Select Monthly Income Fund
Limited.
She has over 25 years’ industry experience working
for asset managers, pension consultants and retail banks in the UK,
Guernsey and France. She has
worked for a number of leading asset managers: BNY Mellon, M&G
Asset Management, Friends Ivory & Sime
and Robert Fleming/Save & Prosper. She has also
consulted to the Defined Contribution Consulting arm of the Punter
Southall Group, and obtained retail
banking experience at Lloyds Bank and Le Credit Lyonnais. A strong
advocate of continuous learning, she assisted the Investment
Association in developing a new syllabus for independent financial
advisors and, in 2018, gained the Institute of Directors
Certificate and Diploma in Company Direction. She was admitted as a
Chartered Director and Fellow of the Institute of Directors in 2019
and was, until recently, the Chair of the Guernsey Branch of the
Institute of Directors. Wendy was appointed to the Board in
2022.
Norman Crighton
(aged 57)
Norman Crighton is
an experienced public company director having served on the boards
of eight closed-end funds and one operating company over the past
ten years. Presently, Norman is also Non-Executive Chair of RM
Infrastructure Income plc, AVI Japan Opportunity Trust plc and
Harmony Energy Income Trust plc.
Norman has extensive fund experience having
previously been Head of Closed-End Funds at Jefferies International
and Investment Manager at Metage Capital Ltd. leveraging his 31
years of experience in investment trusts. His career in investment
banking covered research, sales, market making and proprietary
trading, servicing major international institutional clients over
15 years. His work in many countries included restructuring
closed-end funds and well as several IPOs. During his time as a
fund manager, Norman managed portfolios of closed-end funds on a
hedged and unhedged basis covering developed and emerging
markets.
Following on from his long-term promotion of best
corporate governance practice, Norman has more recently been
focusing on expanding his work into Environmental and Social
issues. His work in the investment trust industry is backed up with
a Master’s degree from the University of Exeter in Finance and Investment and a
BA(Hons) in Applied Economics. Norman is British and resident in
the United Kingdom. Norman was
appointed to the Board in 2013 and retired on 20 July 2023.
Weiss Asset
Management
Weiss Asset Management is an investment management
firm headquartered in Boston, MA
registered with the U.S. Securities and Exchange Commission as an
investment adviser and with the Commodity Futures Trading
Commission as a commodity pool operator. In addition to WKOF, WAM
manages multiple investment vehicles, including private hedge funds
and an institutional separate account.
The firm was founded by Dr Andrew Weiss, an academic economist, who
launched his first fund in 1991.
WAM employs deep fundamental and statistical
analysis to find undervalued securities globally and seeks to
maximise risk-adjusted returns for its investor base that includes
charitable foundations, pension plans, endowments, hospitals,
government entities and private investors.
WAM has been investing in the Korean market for
almost 25 years. Over this time, the firm has built out a dedicated
night desk of 9 employees focused on trading its Asian strategies,
as well as strong relationships with a number of Korean
brokers.
The firm has 100+ employees and assets under
management of approximately £2.3
billion.
Andrew
Weiss
Founder and Chief Executive
Officer
Andrew is the Founder and Chief Executive Officer
of WAM. Andrew received his Ph.D. in Economics from Stanford University, was elected a fellow of the
Econometric Society in 1989 and is currently Professor Emeritus of
Economics at Boston
University.
Andrew’s academic research interests have included
markets with imperfect information, macroeconomics, development
economics, and labour economics. He ranks in the top 1% of
published economists by citations, and his co-authored paper
“Credit Rationing in Markets with Imperfect Information” with
Joseph Stiglitz was prominently
featured in the Nobel Prize committee statement for Stiglitz’s 2001
Nobel Prize Award.
Andrew began his career as Assistant Professor at
Columbia University and as a Research
Economist in the Mathematics Center at Bell Laboratories. He has
lectured at numerous major universities and international
organisations and is the author of numerous articles published in
professional journals.
Andrew began managing the predecessor to WAM’s
existing domestic hedge fund in 1991 and founded WAM in 2003.
Andrew and WAM’s strategies have been featured in articles in
Forbes, Time, and Outstanding Investor Digest, as well as newspaper
articles in the U.S. and Europe.
Additionally, Andrew is a member of the Advisory
Board of the University of California
Center for Effective Global Action, the Advisory Board for the
Center for Development Economics at Williams
College and the Council on Foreign Relations. Andrew and his
wife Bonnie are the founders of Child Relief International, a
foundation dedicated to fighting poverty in less developed
countries. Andrew is also a board member of the WAM Foundation, a
non-profit focused on maximising the alleviation of suffering
worldwide.
Jack
Hsiao
Managing
Director
Jack joined WAM in February
2008; he is a Managing Director and a member of the
Investment Committee. Prior to that, Jack interned at WAM from
2006-2008 while performing his undergraduate studies. Jack works
from Boston and oversees all
strategies in Asia including
investments across preference shares, holding companies, bonds,
distressed, value equities and other instruments. After graduating
Valedictorian from his high school, Jack received his Bachelor’s
degree in Economics from Harvard.
Ethan
Lim
Portfolio
Manager
Ethan joined WAM in June 2015; he is a
Portfolio Manager at the firm and is primarily responsible for
managing the firm’s investments in Korea, while overseeing the Asia
team and other strategies during Asia hours. Prior to joining
Weiss, Ethan interned at Goldman Sachs’ Seoul office. Ethan
graduated from Seoul National University, where he received a BS in
Mechanical and Aerospace Engineering and a BA in Economics, and
completed his Master’s degree in Financial Engineering at Columbia
University.How to Invest in Weiss Korea Opportunity
Fund
You can invest in the Fund through the
following:
Via the nominated
broker
The nominated broker is Singer Capital
Markets.
The Board encourages all of its Shareholders to
exercise their rights and notes that many specialist platforms
provide Shareholders with the ability to receive company
documentation, to vote their shares and to attend general meetings,
at no cost.
Please refer to your investment platform for more
details, or visit the Association of Investment Companies’ (“AIC”)
website at
www.theaic.co.uk/aic/shareholder-voting-consumer-platforms for
information on which platforms support these services and how to
utilise them.
Through a professional
adviser
Professional advisers are usually able to access
the products of all the companies in the market and can help you
find an investment that suits your individual circumstances. An
adviser will let you know the fee for their service before you go
ahead.
You can find an adviser at unbiased.co.uk You may
also buy investment trusts through stockbrokers, wealth managers
and banks. To familiarise yourself with the Financial Conduct
Authority (“FCA”) adviser charging and commission rules, visit
fca.org.uk.
Shareholder
Information
Share Buybacks
In
addition to the Realisation Opportunity, the Company has authority
to repurchase on the open market up to 40% of its outstanding
Ordinary Shares. During the period ended 30
June 2023, the Company purchased Nil shares (2022: Nil) of
its own Shares at a consideration of £Nil (31 December 2022: £Nil) under its general buyback
authority. For additional information on Share Buybacks refer to
Note 20 of the Annual Report
and Audited Financial Statements for the year ended 31 December 2022.
Net Asset Value
Northern Trust International Fund Administration
Services (Guernsey) Limited (the “Administrator”) is responsible
for calculating the Net Asset Value (“NAV”) per Share of the
Company. Since 4 April 2022, the
unaudited NAV per Ordinary Share is calculated on a daily basis and
at the month end by the Administrator, and is announced by
a
Regulatory News Service and is available through
the Company’s website www.weisskoreaopportunityfund.com.
Corporate
Information
Directors
(Non-Executive)
Krishna Shanmuganathan (Chair)
Gillian Yvonne Morris (Audit
Chair)
Wendy Dorey (Management Engagement
Chair)
Norman Crighton (retired 20 July
2023) |
Company Secretary, Administrator and Designated
Manager
Northern Trust International Fund
Administration Services (Guernsey)
Limited
PO Box 255
Trafalgar Court
Les Banques
St. Peter Port
Guernsey
GY1 3QL |
Registered Office
PO Box 255
Trafalgar Court
Les Banques
St. Peter Port
Guernsey
GY1 3QL |
|
Financial Adviser, NominatedAdviser and
Broker
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX |
|
|
|
Investment Manager and
AIFM
Weiss Asset Management LP
222 Berkeley Street,
16th Floor
Boston, MA 02116
USA |
|
Guernsey Legal Adviser to the
Company
Mourant Ozannes (Guernsey) LLP
Royal Chambers
St. Julian's Avenue
St. Peter Port
Guernsey
GY1 4HP |
|
|
|
English Legal Adviser to the
Company
Stephenson Harwood LLP
1 Finsbury Circus
London
EC2M 7SH |
|
Registrar
Link Market Services (Guernsey)
Limited
Mont Crevelt House
Bulwer Avenue
St. Sampson
Guernsey
GY2 4LH |
|
|
|
Custodian and Principal
Bankers
Northern Trust (Guernsey)
Limited
PO Box 71
Trafalgar Court
Les Banques
St. Peter Port
Guernsey
GY1 3DA |
|
Independent Auditor
KPMG Channel Islands Limited
Glategny Court
Glategny Esplanade
St. Peter Port
Guernsey
GY1 1WR |
Endnotes and Alternative Performance
Measures
1,2,3 The NAV published in this annual report and
audited financial statement will include dividends receivable as
part of the NAV. Please refer to the Admission Document for more
information regarding the announcement and payment of Korean
dividends.
4,7 For
WKOF, this return includes all dividends paid to WKOF’s
Shareholders and assumes that these dividends were reinvested in
WKOF’s Shares at the next date for which WKOF reports a NAV, at the
NAV for that date. MSCI total return indices are calculated as if
any dividends paid by constituents are reinvested at their
respective closing prices on the ex date of the distribution.
iShares MSCI Korea UCITS ETF also assumes reinvestment of
dividends.
5 Since
inception of Weiss Korea Opportunity Fund on 14 May 2013. The WKOF return since inception is
calculated on the basis of the Net Asset Value per Ordinary Share
and not on the price of WKOF shares on AIM. The value of WKOF NAV
per share performance since inception represents a total return,
inclusive of all dividends paid to WKOF Shareholders since
inception. The NAV per share may differ from the price at which
shares of WKOF may be purchased or sold on AIM, and performance of
NAV per share during any specific period may therefore not be
reflective of the returns an investor would receive by investing in
shares of WKOF during such period. For WKOF, this return includes
all dividends paid to WKOF’s Shareholders and assumes that these
dividends were reinvested in WKOF’s Shares at the next date for
which WKOF reports a NAV, at the NAV for that
date.
6,7 MSCI
Korea 25/50 Net Total Return Index denominated in GBP. MSCI total
return indices are calculated as if any dividends paid by
constituents are reinvested at their respective closing prices on
the ex-date of the distribution.
8 If the
share price of an investment company is lower than the NAV per
share, the shares are said to be trading at a discount. The size of
the discount is calculated by subtracting the share price from the
NAV per share and is usually expressed as a percentage of the NAV
per share. If the share price is higher than the NAV per share, the
shares are said to be trading at a
premium.
9 Calculated as the dividend per share over the last
12-months divided by the share price as of the date of this
report.
10 The
Average Trailing 12-Month P/E Ratio of Preference Shares Held is
based on the consolidated diluted earnings per share over the
trailing 12- month period as reported by Bloomberg, and is
calculated as the total market value of WKOF’s preference share
portfolio on the report date divided by the total earnings
allocable to WKOF based on WKOF’s holdings on the report date.
Investments with negative reported earnings are
excluded.
11 P/B
Ratio of Preference Shares Held is calculated as the weighted
average price to book ratio of all preference shares held at
30 June
2023.
12 The
annualised total expense ratio includes charges paid to the
Investment Manager and other expenses divided by the average NAV
for the year.
13 Bloomberg L.P. (2022).
Bloomberg Innovation Scores as of 12/31 since 2013. Retrieved from
Bloomberg terminal.
14 WIPO IP Facts
and Figures 2022. (n.d.). World Intellectual Property
Organization.
15 Most recent
sovereign credit ratings from Moody’s, S&P, and Fitch as of
31 December
2022.
16 Leading
export countries worldwide in 2022. (n.d.).
Statista.
17 GDP. (n.d.). World Bank.
18 Doing
Business 2020. (2020). World Bank.
19 PISA 2018 Insights and Interpretations.
(n.d.). Organisation for Economic Co-operation and
Development.
20 Source: Bloomberg L.P. Weiss Asset Management LP
Data retrieved as of 30 June 2023.
21 Bloomberg LP. Data as of 30
June 2023.
22 Please note that
the Annual Report as of December 31,
2022 erroneously stated that there were 121 series of South
Korean preference shares outstanding. As of December 31, 2022, there were 118 Korean
preference shares outstanding. In June
2022, three preference shares (Tongyang Inc, 3rd
Pref; Dongbu Steel Co. LTD, Pref; Shinwon Corp, Pref) were delisted
due to market listing rules. They were delisted for having less
than 100,000 shares outstanding.
23 Market
capitalization of the leading chemical companies worldwide in
March 2023. (2022).
Statista.
24 Global EV battery
usage in 2022 is 517.9GWh, up 71.8% from the previous year. (2023).
SNE Research.
25 About Us. (2022).
LG Chem.
26 Market share of
the top six car manufacturers in South
Korea in 2022, based on sales volume. (2023).
Statista.
27 Hyundai Motor
Reports 2022 Global Sales and 2023 Goals. (2023).
Hyundai.
28 Samsung maintains
No.1 position in global TV market. (2023). The Korea Economic
Daily.
29 Subsidiaries
Info. (n.d.). Hanwha Corporation.
30 Global Business.
(n.d.). Mirae Asset Securities
31 Brands. (n.d.).
AmorePacific Group.
32 Brands. (n.d.).
CJ Cheijedang.
33 Company. (n.d.).
LG H&H.
34 Technology and
Products. (n.d.). Doosan Fuel Cell.
35 Our Business.
(n.d.). SK Chemicals.
36 This return
includes all dividends paid to WKOF’s Shareholders and assumes that
these dividends were reinvested in WKOF’s Shares at the next date
for which WKOF reports a NAV, at the NAV for that
date.
37 MSCI Korea 25/50
Net Total Return Index denominated in GBP. MSCI total return
indices are calculated as if any dividends paid by constituents are
reinvested at their respective closing prices on the ex-date of the
distribution.
38 This return
includes all dividends paid to the Company’s Shareholders and
assumes that these dividends were reinvested in the Company’s
Shares at the next date for which the Company reports a NAV, at the
NAV for that date.
39 Bloomberg L.P.
Data as of 30 June 2023. Valuation of
Major Indices Table.
40 Market Data
System. (n.d.). Korea Exchange.
41 Foreigners
who raised the KOSPI in the first half of the year
(July 2023) Economist
Korea.
42 South Korea
Export Downturn Slows, Trade Balance Swings to Surplus
(June 2023).
Reuters
43 Korea’s ICT
Exports reach $16.1 billion in
June (2023). Ministry of Trade, Industry, and
Energy.
44 Monetary
Policy Discussion & Opening Remarks to the Press
Conference (July 2023). Bank of
Korea.
45 Consumer
Price Index in June 2023.
Statistics Korea.
46 Despite
austerity measures, Korea sees highest household-debt-to-GDP ratio
of major economies in Q1 (May
2023). Hankyoreh.
47 Korean
Household Debt, Including Jeonse Deposit, economic size / income
ranks 1st in OECD. Korea Economic Research
Institute.
48 Unusual
$828 Billion Loan Market Magnifies
Housing Risk in Korea (March
2023). Bloomberg.com
49 Sales Price Index
(Comprehensive Housing Type). Real Estate Board
(Korea).
50 Weiss Asset
Management LP. Data as of 30 June
2023.
51 LG Chem to
sell $1.6 bn stake in LG Energy to
Foreign Investors (June 2023).
The Korea Economic Daily.
52 The 10 Biggest EV
Battery Manufacturer in the World (2022),
CleanTechnica.
53 South Korea’s LG
Chem Raises $2bln in exchangeable
bond. Reuters.
54 Hyundai Motor
Announces 2023 Q1 Business Results (April 2023). Hyundai.
55 Committed to
Shareholder Returns (2023). Samsung.
56 Hyundai Motor
Company Q1 2023 Result, Investor Relations Transcript (2023).
Hyundai Motor Company.
57 FnConsensus
(2023). FnGuide.
58 Shareholder
Activism in H1 2023. Insightia.
59 Commercial Act.
Korea Legislation Research Institute.
60 Is the debate
accelerating the revision of the commercial law on shareholder
protection? (April 2023).
Hankung.
61 How to
Improve the Dividend Process in line with Global Standards
(January 2023). Financial Services
Commission.
62 Please note that
the calculation of employee holdings no longer includes two former
senior partners of the Investment Manager. The two former partners
held 3,253,925 shares of the Fund as of December 31, 2022.