Annual Report 2019
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Annual Report 2019 lnvestment Company under Luxembourg Law (SICAV) R.C.S. Luxembourg N° B 199 553 Annual report and audited financial statements as of 31 December 2019 OGF International OGF International - lndar European Opportunities (fn process of liquidation) OGF International - Omega Global Equity Annual report and audited financial statements as of 31December2019 Table of contents Page !SIN Management and Administration 2 Features of the SICAV 3 lnvestment Manager Report 5 Report of the réviseur d'entreprises agréé 13 OGF International 16 OGF International - lndar European Opportunities (in process of liquidation) 18 D EUR LU1871092133 Founder Class LU1871091598 OGF International - Omega Global Equity 25 A EUR LU1271701770 Andbank LU1380634615 BEUR LU1271701937 Notes to the Financial Statements 30 Unaudited Information 38 Sales restrictions Shares of this Company may not be offered, sold or distributed within the Untted States of America. Management and Administration Annuat report and audited finandal statements as of 31 December 2019 OGF International Registered Office Administrative Agent and Registrar and Transfer Agent 4, rue Jean Monnet L-2180 Luxembourg Northern Trust Global Services SE 6, rue Lou Hemmer L-1748 Senningerberg Board of Directors lndependent Director: lnvestment Managers Mr Javier Valls lndar European Opportunities The Directors' Office (in process of liquidation): Directors; lndar Capit al LLP (UK) 25 North Row Mr Philippe Esser London Andbank Asset Management Luxembourg W1K 6DJ Mr David Stocks Omega Global Equity: Omega Gestion de lnversiones SGllC Omega Gestion de lnversiones SGllC Paseo de Eduardo Dato.18 Management Company 1" Planta ES-28010 Madrid Andbank Asset Management Luxembourg 4, rue Jean Monnet L-2180 Luxembourg Auditor of the Company Mazars Luxembourg Domiciliary and Corporate Agent 5, rue Guillaume J. Kroll L- 1882 Luxembourg Andbank Asset Management Luxembourg .4, rue Jean Monnet The sales prospectus. the KllD. the artides of association of the L-2180 Luxembourg Company. the annual and semi-annual reports as well as the portfolio movements of the Company mentioned in this publica- t ion are available free of charge at the sales agencie'.> and at the Depositary and Paying Agent registered office of the Company. UBS Europe SE, Luxembourg Branch 33A, avenue J. F. Kennedy L-1 855 Luxembourg 2 Features of the SICAV Mnual report and audited finandal statements as of 31 December 2019 OGF International OGF International (the "SICAV") is a Luxembourg value. The initial capital of the SICAV has been set at open-ended investment company established as a EUR 31 000. société d'investissement à capital variable (investm€nt company with variable capital) formed as a société The SICAV is open-ended which means that it may, at anonyme (public limited company) in accordance any time on the request of the shareholders, redeem with the Luxembourg law of 17 December 2010 its Shares at prices based on the applicable Net Asset concerning undertakings for collective investment as Value per Share. amended (the "Law of2010"). ln accordance with the Articles, the Board of Directors The SICAV is subject, in particular, to the provisions may issue Shares in each subfund. A separate port- of Part 1 of the Law of 2010 which relate specifically folio of assets is maintained for each subfund and is to undertakings for collective investment in transfer- invested in accordance with the investment objectives able securities as defined by the European Directive of applicable to the relevant subfund. As a result, the 13 July 2009 (2009!65/EC) as may be amended from SICAV is an "umbrella fund" enabling investors to time to tlme. choose between one or more investment objectives by investing in one or more subfunds. The SICAV is registered on the official list of undertak- ings for collective investment pursuant to the Law of The SICAV currently offers two subfunds with the 201 O. However, sud1 registration shall not, under any following active Class of Shares: circumstances, be described in any way whatsoever - Founder Class denominated in EUR and restricted to as a positive assessment made by the Luxembourg the shareholders having subscribed during the initial supervisory authority, the Commission de Surveillance subscription period described in the sales prospectus du Secteur Financier (the "CSSF"), of the quality of the - Class A EUR: Shares denominated in EUR and shares offered for sale by the SICAV (the ''Shares"). intended for institutional investors - Class Andbank: Shares denominated in EUR and The SICAV was incorporated for an unlimited period intended for rei:ail investors of time in Luxembourg on 18 August 2015 and is - Class B EUR: Shares denominated in EUR and governed by the Luxembourg law of 10 August 1915 intended for retail investors on commercial cornpanies, as amended, and by the - Class D EUR: Shares denominated in EUR and Law of 2010. reserved to employees and relatives of employees of the lnvestment Manager and the Distributor. The registered office of the SlCAV is established at 4, rue Jean Monnet L-2180 Luxembourg. The Board of Directors of the SICAV may from time to tîme decide to create further subfunds; in that The SICAV is registered at the "Registre de Commerce event, the Prospectus will be updated and amended et des Sociétés" with the District Court of Luxembourg so as to include detailed information on the new under the number B 199 553. subfunds. The Articles were published in the "Mémorial C: The share capital of the SICAV will be equal, at any Recueil des Sociétés et Associations", the "Mémorial", tirne, to the total value of the net assets of ail. the recently renamed Recueil Electronique des Sociétés subfunds. et Associations (the "RESA") of 28 August 2015 and have been filed with the Chancery of the District The Board of Directors has appointed, under its Court of Luxembourg. Any interested persan may responsibility and its supervision, Andbank Asset inspect this document on the Chancery of the District Management Luxembourg as the management Court of Luxembourg website at www.rcsl.lu. company of the SICAV (the "Management Company"). The minimum capital of the SICAV as provided by Andbank Asset Management Luxembourg is a pub- law, which must be achieved within 6 months foom lic limited company incorporated under the laws of the date on which the SICAV has been authori5ed Luxembourg, set up for an unlimited period in as an undertaking for collective investment under Luxembourg on 13 July 2009. lt has its registered Luxembourg law, is EUR 1 250 000. The capital of the office at 4, rue Jean Monnet L-2180 Luxembourg. lts SICAV is represented byfully paid-up Shares of no par fully paid-up capital is EUR 3 000 000. 3 Mnual report and audited finandal statements as of 31 December 2019 OGF International Andbank Asset Management Luxembourg is gov- If permitted by and under the conditions set forth in erned by chapter 15 of the Law of 2010 and as such Luxembourg laws and regulations, the annual general is responsible for the collective management of the meeting may be held at a date, tirne or place other SICAV's portfolios. than those set forth in the preceding paragraph, that date, time or place to be decided by the Board of ln accordance with the laws and regulations currently Directors. in force, Andbank Asset Management Luxemborurg is authorised to delegate all or part of its duties and The shareholders of any subfund, Class or Categrny powers to any persan or company which it may con- may hold, at any time, general meetings to decide on sider appropriate (the "representative(s)"). Andbank any matters which relat e exdusively to such subfund, Asset Management Luxembourg will remain entirely Class or Category. liable for the actions of such representative(s). ln accordance with the conditions laid down in the Asper 31 December 2019, the following subfunds are Luxembourg laws and regulations, the convening active: notice to any generaf meeting of shareholders of the SICAV may provide that the quorum and the majority OGF International Cunency of the subfunds requirements applicable to the general meeting shall - lndar European Opportunitîes be determined according to the Shares issued and (Liquidated on 2 April 2020) EUR outstanding at a certain date and a certain time prior - Omega Global Equity EUR to the date set for the general meeting (the "Record The entirety of the subfund's net assets forms the Date"). The right of a shareholder to attend a meet- total net assets of the Company, which at any ti me ing and to exercise the voting rights attaching to its correspond to the share capital of the Company and Shares is determined in accordance with the Shares consist of fully paid in and non-par-value shares. held by this shareholder at the Record Date. The financial year of the Company starts on the first The figures stated in this report are historrcal and not of January and ends on the thirty first of December. necessarily indicative of future performance. The annual general meeting of shareholders takes place in Luxembourg City at a place specmed in the notice of meeting on the third Thursday in the rnonth of April at 2.00 p.m. If such day is not a Business Day in Luxembourg, the annual general meeting shall be held on the next following Business Day in Luxembourg_ Investment Manager Report Annual report and audited finanaal statements as of 31 December 2019 OGF lnternationa 1 OGF INTERNATIONAL - INDAR EUROPEAN Bund rate, which normally drives it This gap bodes OPPORTUNITIES (in process of liquidation) well for the relative performance of cheap stocks in coming months. 2019 OVERVIEW: Lone·~rm rat6 t~nd to ctnve the re&au.re performance of cheap nods, but a ~vp has The market (Stoxx Europe 600 index or SXXP) was up appL?"ar~d dunng 04 +23% in 2019, led by the rnost expensive stocks (esp.