Annual Financial Report
The European Investment Trust plc
Annual Report and Financial Statements for the year ended 30 September 2010
The full Annual Report and Financial Statements can be accessed via the
Company's website at www.theeuropeaninvestmenttrust.com or by contacting the
Company Secretary by telephone 0131 270 3800.
HIGHLIGHTS
- Net asset value total return for the year 4.8% compared to FTSE All-World
Europe ex UK Index total return 2.3%
- Proposed ordinary dividend of 11.0p and special dividend of 3.0p, a total of
14.0p, an increase of 2.9% on the prior year.
- Change of investment manager from F&C Management Limited to Edinburgh
Partners Limited on 1 February 2010 and change of the Company name.
- Significant portfolio restructuring with focus on building a well diversified
portfolio with high and defensible yields and strong balance sheets
- Continuing to remain relatively fully invested
Company Summary
Investment objective
To achieve long-term capital growth through a diversified portfolio of
Continental European securities. A detailed description of the Company's
investment policy is set out in the Directors' Report.
Shareholders' funds
£277,847,000 at 30 September 2010.
Market capitalisation
£232,719,000 at 30 September 2010.
Capital structure
At 30 September 2010, the Company had 42,700,748 ordinary shares of 25p each in
issue. As at the date of this report, the Company had 42,400,748 ordinary
shares in issue.
Savings plans
The Company's ordinary shares are eligible for inclusion in ISAs and SIPPs.
Savings Plans and ISAs are available through the BNP Paribas - Edinburgh
Partners Savings Scheme and ISA, both for lump sum investments and regular
contributions. Details may be obtained from Edinburgh Partners, or through the
Company's website www.theeuropeaninvestmenttrust.com.
AIC
The Company is a member of the Association of Investment Companies.
Investment Manager
Edinburgh Partners Limited
Investment management fee
0.55% per annum of the Company's market capitalisation payable quarterly in
arrears.
Financial Summary
30 September 2010 30 September Change
2009
Results for year
Shareholders' funds £277.85m £290.16m (4.2)%
Net asset value per ordinary share 650.69p 634.18p 2.6%
("NAV")
Share price per ordinary share 545.00p 554.00p (1.6)%
Share price discount to NAV 16.2% 12.6%
Year to Year to
30 September 2010 30 September
2009
Revenue return per ordinary share* 13.79p 13.24p
Capital return per ordinary share* 7.60p 25.53p
Total return per ordinary share* 21.39p 38.77p
Final dividend per ordinary share** 11.00p 10.20p
Special dividend per ordinary share 3.00p 3.40p
**
Total dividend per ordinary share** 14.00p 13.60p
* Based on the weighted average number of shares in issue during the year.
** Proposed dividend for the year.
Year to Year to
30 September 2010 30 September 2009
Year's high/low
NAV - high 673.28p 640.49p
- low 559.84p 391.53p
Share price - high 576.00p 554.00p
- low 465.50p 317.50p
Share price discount to NAV
- low 11.3% 6.3%
- high 18.4% 20.7%
Year to
30 September 2010
Performance
NAV Total Return +4.8%
FTSE All-World Europe ex UK Index Total +2.3%
Return*
* In sterling
The NAV Total Return is sourced from Edinburgh Partners and includes dividends
reinvested. Prior to 1 February 2010, the investment manager was F&C Management
Limited ("F&C") and NAV returns were sourced from F&C. The index performance
figure is sourced from Thomson Reuters Datastream. Past performance is not a
guide to future performance.
Year to Year to
30 September 2010 30 September 2009
Cost of running the Company
Total expense ratio* 0.64% 0.75%
* Based on total expenses for the year and average net asset value.
Chairman's Statement
Results
In what has been a significant period of change for your Company, in the year
to 30 September 2010 the net asset value ("NAV") per share rose 2.6% from
634.2p to 650.7p. After taking account of dividends paid in the year the total
return was 4.8%. This compares positively with the total return of 2.3% from
the FTSE All-World Europe Index, excluding the UK and adjusted to sterling. It
was encouraging to note this positive return given the significant portfolio
restructuring that occurred during the year following the change of Manager
from F&C Management Limited ("F&C") to Edinburgh Partners Limited.
The Company's share price fell by 1.6% from 554.0p to 545.0p as the discount
widened from 12.6% to 16.2%.
Revenue
The revenue return per share increased by 4.2% from 13.2p to 13.8p in the year
to 30 September 2010. This increase was achieved despite last year's revenue
benefiting from a £2.2m credit in respect of VAT, and interest thereon,
recovered on investment management fees paid in the past.
There were two principal reasons for this uplift. The first was the rise in
dividend income which occurred partially as a result of a portfolio shift to
higher yielding stocks, as detailed in the Manager's Report, as well as the
benefit of a significant dividend from Ryanair, one of the new portfolio
investments made during the year. The second reason was the reduction in the
Company's tax charge, with the effective rate reducing from 26% to 11%. Changes
to the taxation of overseas dividends, which resulted in the majority of
overseas dividends being exempt from corporation tax, became effective on 1
July 2009. This benefited the revenue account for the whole of the current
financial year, compared to only the final three months of the prior year.
Dividend
The Board is recommending a final dividend of 11.0p per share and a special
dividend of 3.0p per share, a total of 14.0p per share, an increase of 2.9%.
The special dividend is being proposed as a result of the high revenue return
for the year. This compares with dividends in 2009 of 13.6p per share,
consisting of a final dividend of 10.2p per share and a special dividend of
3.4p per share relating to the recovery of VAT and related interest on
investment management fees.
Subject to the approval of shareholders at the Annual General Meeting on 18
January 2011, the final dividend and special dividend will be paid on 31
January 2011 to shareholders on the register as at the close of business on 7
January 2011. The ex-dividend date will be 5 January 2011.
Share buybacks
The Company bought back and cancelled 3,052,000 shares during the financial
year, a period which covered the change of investment manager and the notice of
withdrawal of the Company from the F&C savings plans. This was a marginally
higher amount than last year, representing 6.7% of the share capital in issue
at the beginning of the financial year. Since the year end, the Company has
bought back and cancelled 300,000 shares. The Directors will propose at the
Annual General Meeting that the Company's powers to make further purchases of
its shares be renewed.
Management
As was intimated in last year's annual report, following disappointing
investment performance in recent years, the Board conducted a review of the
Company's investment management arrangements. A wide range of prospective
investment managers were asked to submit proposals. Following careful
consideration, the Board decided to appoint Edinburgh Partners as the Company's
new Manager with effect from 1 February 2010.
Edinburgh Partners is an independent fund manager and is the manager of two
other investment trusts, EP Global Opportunities Trust plc and Anglo & Overseas
Plc. Edinburgh Partners' investment team is led by Dr Sandy Nairn, and Dale
Robertson is the Company's portfolio manager.
Edinburgh Partners' appointment is for an initial fixed period of 12 months
from 1 February 2010 and shall continue after that subject to termination on
three months' notice. Edinburgh Partners is entitled to an annual management
fee of 0.55% of the Company's market capitalisation. No performance fee will be
paid. Edinburgh Partners agreed to waive its management fee for a period of
three months from 1 February 2010 to 30 April 2010 as a contribution to the
costs borne by the Company for the change of management arrangements, which
included compensation to F&C for the unexpired period of notice under its
management agreement.
Change of Name
The name of the Company was changed from Foreign & Colonial Eurotrust PLC to
The European Investment Trust plc on 1 February 2010. There has been no change
in the investment objective of the Company, which is to achieve long-term
capital growth through a diversified portfolio of Continental European
securities.
For shareholders on the main register who hold their shares in certificated
form, your existing share certificates in the name of Foreign & Colonial
Eurotrust PLC remain valid and you did not receive a new certificate as a
result of the change of name. A new certificate will only be issued to
shareholders as a result of a change of address or as a replacement for a lost
certificate, when the new certificate will show the new name.
Savings Scheme
The previous manager, F&C, operated a number of savings plans. Upon the change
of management to Edinburgh Partners a significant number of investors decided
to keep their investment in F&C funds and therefore sold their shares in The
European Investment Trust plc. This resulted in a number of share buy backs,
which are included in the total mentioned above. Shares in the Company can now
be bought or held in an ISA or Share Plan through the BNP Paribas - Edinburgh
Partners Savings Scheme and ISA.
Portfolio Restructuring
Following the change of manager Edinburgh Partners undertook a significant
portfolio restructuring in the first week of February 2010 and of the 46
holdings inherited, 20 investments were initially retained and 26 disposed of.
A total of 20 new investments were made. The restructuring went seamlessly at a
minimal cost to shareholders, with the most noteworthy change being in the
financial sector, where exposure to investment banking and insurance was
reduced, and in the food and drinks sector where three Irish-based companies
were disposed of.
Developments in the Investment Trust Sector
As detailed above, your Company has benefited from legislative changes,
including the refund of VAT on investment management fees and the change in
taxation of overseas dividends, both of which have had a positive financial
impact on the Company. Both these changes were initiatives undertaken by the
Association of Investment Companies, of which your Company is a member. We
continue to support their initiatives, including those on the Alternative
Investment Fund Managers ("AIFM") Directive and the proposed investment trust
tax reforms.
Annual General Meeting
We hope that as many shareholders as possible will attend the Annual General
Meeting which will be held at 11.00 am on Tuesday, 18 January 2011 at Brewers'
Hall, Aldermanbury Square, London EC2V 7HR. We look forward to meeting all of
you who can attend.
Outlook
Investors remain concerned over the slow pace of economic growth in heavily
indebted developed markets. In the Eurozone, fears of a financial crisis remain
but better than expected growth in company profits and German exports has
supported share prices. With the uncertain economic outlook, the principal
portfolio focus has been on building a well diversified portfolio, with
companies which either have high and defensible dividend yields or strong
balance sheets. Portfolio valuations are consistent with the expectation of
reasonable long-term returns, especially when compared to other asset classes,
and we continue to remain relatively fully invested.
Douglas McDougall
Chairman
7 December 2010
Manager's Report and Portfolio Analysis
Introduction
I am delighted to be writing our first Annual Report as the Manager of your
Company's assets. In the Half-Yearly Financial Report published in May 2010, I
outlined some background on both Edinburgh Partners and our investment style. I
would refer you to that source for more detail but also reiterate that the
philosophical underpinning of our approach relates to time horizon. Put simply,
we believe time horizon is the key imperfection in financial markets. Most
investors have become shorter and shorter term in their outlook and this can
create significant opportunities for an investor with a long-term perspective.
Accordingly, we have structured our business and investment approach around
having a five year, fundamental, patient approach.
Portfolio Structure
Your portfolio was repositioned swiftly after our stewardship started on 1
February 2010. In this report I would like to expand upon two of the principal
themes reflected in your portfolio as it now stands, firstly the importance of
dividends and secondly, the opportunities which balance sheet strength can
bring.
Historical studies into equity market returns stretching back to the 19th
Century show clearly that dividends form a significant part of an investor's
total return. We are currently in a period of low economic growth with equity
valuations slightly higher than historical averages. In this environment,
dividends will form a significant part of total returns. In our analysis of
companies we spend a lot of time looking at dividend growth prospects and what
might cause a company to cut its dividend payout.
Of the 39 holdings in the portfolio, 23 are forecast to pay a dividend that
will allow them to yield more than 3%. Included in this are 9 companies that
have a forecast yield of more than 6%, mostly in the telecommunications and oil
& gas sectors. Of the companies with a forecast yield below 3%, most have the
ability to rapidly increase dividend payouts over the coming years. One example
is Adidas which currently yields less than 1% with a payout ratio of 20%. Its
two largest profit centres are in China and Russia, its earnings are rapidly
increasing and it should be able to pay out a greater proportion of its
earnings. Some companies, such as Ryanair, operate in a cyclical industry and
choose to pay special dividends rather than make regular payments. In September
2010, Ryanair paid around 10% of its share price in a dividend to shareholders,
something they could replicate in the years to come depending on the strategic
choices they make.
Linked to dividend capacity is balance sheet strength. Outside of the financial
sector, overall corporate balance sheets came through the financial crisis and
related recession in very good condition. How companies use this strength and
ongoing cashflow plays an important part in our investment decisions. With
interest rates as low as they are, many companies can use their financial
strength to enhance their earnings by funding research and development, capital
expenditure, or the acquisition of other companies. It is our view that owning
companies who will be acquirers over the coming years may be very rewarding for
investors.
The portfolio includes 21 companies which we have identified have both strong
financial positions and opportunities to deploy capital into value enhancing
acquisitions. Examples include:
• Solvay - a Belgian chemical company which has half of its market
capitalisation in net cash awaiting the right opportunity.
• Ahold - a food retailer with leading market positions in the Netherlands and
north east United States. With a market value of €12bn the company has €4bn of
cash it can use to make investments which will enhance its growth or fund
payments to shareholders.
• United Internet - a German telecommunication and internet service provider.
It currently has net debt which amounts to less than one year's cash flow. It
has a range of interesting investment opportunities open to it, both
organically and through acquisition, in the fields of consumer and business
internet applications which could be very attractive to shareholders.
The above are all companies where stated ambitions and recent management
actions make us confident that they will spend their cash in a way that will
enhance shareholder value.
Economic Overview
Across the globe many developed economies have suffered from weak fiscal
positions in the aftermath of the financial crisis. European countries have
been no exception; certain peripheral European countries have also been hit by
a loss of competitiveness and, through membership of the euro, loss of the
scope to devalue their currencies. Governments and the European Central Bank
have responded by lowering interest rates, supplying liquidity to the markets
and taking action to restore confidence in the bank sector.
Many companies we invest in have a strong international dimension to their
profits or growth profile. It is clear, though, that the economic imbalances
present will not unwind overnight and that the "margin of safety" factors of
dividends and balance sheet strength will play a significant part in investment
selection in the years to come.
Outlook
Low interest rates, weaker currencies and a recovering bank sector have all
helped to improve the economic prospects for Europe and it is likely that 2009
marked a trough in economic activity for the region. Many European companies
are directly or indirectly exposed to emerging markets and will benefit from
the high growth rates we expect from these markets.
Fiscal imbalances and shortfalls in competitiveness still present headwinds and
equity valuations are close to historical averages. These valuations suggest
that your portfolio should continue to be fully invested and that a patient and
disciplined investment approach will be rewarded.
Dale Robertson
Edinburgh Partners Limited
7 December 2010
Portfolio of Investments
as at 30 September 2010
20 largest investments
% of
Company Sector Country Valuation Net Assets
£'000
Nokia Technology Finland 8,751 3.2
Ahold Consumer Services Netherlands 8,640 3.1
Vivendi Consumer Services France 8,433 3.0
Amadeus Industrials Spain 8,312 3.0
Reed Elsevier Consumer Services Netherlands 8,124 2.9
Adidas Consumer Goods Germany 8,080 2.9
Deutsche Post Industrials Germany 7,995 2.9
United Internet Technology Germany 7,812 2.8
Ryanair Consumer Services Ireland 7,796 2.8
Bureau Veritas Industrials France 7,699 2.8
Teleperformance Consumer Services France 7,541 2.7
ENI Oil & Gas Italy 7,512 2.7
Royal Dutch Shell Oil & Gas Netherlands 7,478 2.7
Solvay Basic Materials Belgium 7,332 2.6
Belgacom Telecommunications Belgium 7,270 2.6
Sanofi-aventis Health Care France 7,253 2.6
Gazprom Oil & Gas Russia 7,065 2.6
Heineken Consumer Goods Netherlands 7,039 2.5
Gerresheimer Health Care Germany 7,019 2.5
Intesa Sanpaolo Financials Italy 6,928 2.5
Total - 20 largest investments 154,079 55.4
Other investments
SAP Technology Germany 6,884 2.5
Banque Cantonale Financials Switzerland 6,774 2.4
Vaudoise
BNP Paribas Financials France 6,752 2.4
Banco Bilbao Vizcaya Financials Spain 6,730 2.4
Argentaria
Total Oil & Gas France 6,687 2.4
Syngenta Basic Materials Switzerland 6,655 2.4
DCC Industrials Ireland 6,585 2.4
AXA Financials France 6,433 2.3
France Telecom Telecommunications France 6,383 2.3
Nutreco Consumer Goods Netherlands 6,209 2.2
UBS Financials Switzerland 6,043 2.2
Andritz Industrials Austria 5,964 2.2
E.On Utilities Germany 5,914 2.1
Novartis Health Care Switzerland 5,781 2.1
Swedbank Financials Sweden 5,651 2.0
Prysmian Industrials Italy 5,575 2.0
Grifols Health Care Spain 5,214 1.9
Actelion Health Care Switzerland 4,903 1.8
CRH Industrials Ireland 3,728 1.4
Total - 39 Investments 268,944 96.8
Cash and other net 8,903 3.2
assets
Net assets 277,847 100.0
The geographic distribution is based on each investment's principal stock
exchange listing, except in instances where this would not give a proper
indication of where its activities predominate.
Of the ten largest portfolio investments as at 30 September 2010 the valuations
at the previous year end, 30 September 2009, were: Nokia £9,709,000; Reed
Elsevier £5,523,000; Adidas £7,323,000 and Deutsche Post £6,075,000. The
remaining six investments, Ahold, Vivendi, Amadeus, United Internet, Ryanair
and Bureau Veritas, were new purchases made during the year ended 30 September
2010.
Distribution of Investments
As at 30 September 2010 (% of net assets)
Sector distribution
as at 30 September 2010
Sector Percentage
Industrials 16.7
Financials 16.2
Consumer Services 14.5
Health Care 10.9
Oil & Gas 10.4
Technology 8.5
Consumer Goods 7.6
Basic Materials 5.0
Telecommunications 4.9
Utilities 2.1
Cash and other net 3.2
assets*
100.0
Geographical distribution
as at 30 September 2010
Geographical Percentage
France 20.5
Germany 15.7
Netherlands 13.4
Switzerland 10.9
Spain 7.3
Italy 7.2
Ireland 6.6
Belgium 5.2
Finland 3.2
Russia 2.6
Austria 2.2
Sweden 2.0
Cash and other net 3.2
assets*
100.0
* Cash and other net assets includes foreign currency balances of £9,716,000
(3.5%).
The geographic distribution is based on each investment's principal stock
exchange listing, except in instances where this would not give a proper
indication of where its activities predominate.
Extracts from the Directors' Report
The Directors present their Annual Report and Financial Statements for the year
to 30 September 2010.
Business review
Financial reporting requirements direct that the Company is required to provide
a business review within the Directors' Report. The business review must
contain a review of the Company's business, the principal risks and
uncertainties it faces, an analysis of its performance during the financial
period, the position at the period end and the future business plans of the
Company. It must also provide information about the Company's environmental,
social and ethical policy and about persons with whom the Company has
contractual or other arrangements essential to the business of the Company. To
aid understanding of these areas the Board is required to include analysis
using appropriate Key Performance Indicators.
Forward looking statements
This business review contains "forward looking statements" with respect to the
Company's plans and its current goals and expectations relating to its future
financial condition, performance and results. By their nature, all forward
looking statements involve risk and uncertainty because they relate to future
events that are beyond the Company's control. Factors that could cause actual
results to differ materially from those estimated by the forward looking
statements include, but are not limited to:
• Continental European economic conditions and equity market performance and
prices.
• Changes in Continental European Government policies and monetary and interest
rate policies.
• Changes to regulations and taxes, both in the UK and Continental Europe.
• Changes to consumer spending or saving habits and the impact of inflation and
deflation.
• European currency exchange rates.
• The Company's success in managing its assets and business to manage the above
factors and use of gearing.
As a result, the Company's actual future condition, performance and results may
differ materially from the plans set forth in the Company's forward looking
statements. The Company undertakes no obligation to update the forward looking
statements contained within this review or any other forward looking statements
it makes.
Business and status of the Company
The Company is registered as a public limited company and is an investment
company within the terms of Section 833 of the Companies Act 2006. The Company
has received approval from HM Revenue & Customs as an authorised investment
trust under Section 842 of the Income and Corporation Taxes Act 1988 for the
period from inception to 30 September 2008 and for the year to 30 September
2009 under Sections 1158 and 1159 of the Corporation Tax Act 2010 ("CTA"). This
approval is subject to there being no subsequent enquiry under corporation tax
self-assessment. In the opinion of the Directors, the Company has subsequently
directed its affairs so as to enable it to continue to qualify for such
approval and the Company will continue to seek approval each year.
The Company's shares are listed on the Official List of the UK Listing
Authority and traded on the main market of the London Stock Exchange. The
Company has a secondary listing on the New Zealand Stock Exchange.
A review of the Company's activities during the year is given in the Chairman's
Statement and in the Manager's Report and Portfolio Analysis.
Objective
The objective of The European Investment Trust plc is to achieve long-term
capital growth through a diversified portfolio of Continental European
securities.
Investment policy
The Board believes that investment in the diverse and increasingly accessible
markets of this region provides opportunities for capital growth over the
long-term. At the same time it considers the structure of the Company as a UK
listed investment trust, with fixed capital and an independent Board of
Directors, to be well suited to investors seeking longer-term returns.
The Board recognises that investment in some European countries can be riskier
than in others. Investment risks are diversified through holding a wide range
of securities in different countries and industrial sectors. No more than 10%
of the value of the portfolio in aggregate may be held in securities in those
countries which are not included in the FTSE All-World European indices.
The Board has the authority to hedge the Company's exposure to movements in the
rate of exchange of currencies, principally the euro, in which the Company's
investments are denominated, against sterling, its reporting currency. However,
it is not generally the Board's practice to do this and the portfolio is not
currently hedged.
No investments in unquoted stocks can be made without the prior approval of the
Board. The level of gearing within the portfolio is agreed by the Board and
should not exceed 20% in normal market conditions.
No more than 10% of the total assets of the Company may be invested in other
listed investment companies (including investment trusts) except in such other
investment companies which themselves have stated that they will invest no more
then 15% of their total assets in other listed investment companies, in which
case the limit is 15%.
The Manager's compliance with the limits set out in the investment policy is
monitored by the Board.
Investment strategy
Investments are selected for the portfolio only after extensive research which
the Investment Manager believes to be key. The whole process through which an
equity must pass in order to be included in the portfolio is very rigorous.
Only a security where the Investment Manager believes that the price will be
significantly higher in the future will pass the selection process. The
Company's Investment Manager believes the key to successful stock selection is
to identify the long-term value of a company's shares and to have the patience
to hold the shares until that value is appreciated by other investors.
Identifying long-term value involves detailed analysis of company's earning
prospects over a five-year time horizon. The portfolio will normally consist of
40 to 50 investments.
Portfolio analysis
The Company has observed and intends to observe the investment restrictions
necessary to achieve and maintain approved investment trust status in the
United Kingdom and to comply with the Listing Rules of the Financial Services
Authority ("FSA"). No single investment will represent more than 15% of the
Company's gross assets at the time of its acquisition.
A detailed review of how the Company's assets have been invested is contained
in the Manager's Report and Portfolio Analysis. A detailed list of all the
Company's investments is contained in the Portfolio of Investments above. The
Portfolio of Investments details that the Company held 39 investments,
excluding cash and other net assets, as at 30 September 2010, with the largest
representing 3.2% of net assets, thus ensuring that the Company has a suitable
spread of investment risk. A sector and geographical distribution of
investments is shown above.
Principal risks and uncertainties
The Board considers that the following are the principal risks associated with
investing in the Company: investment and strategy, discount volatility risk,
market risk (comprising interest rate risk, currency risk and other price
risk), liquidity risk, credit risk and gearing risk. An explanation of these
risks and how they are managed and the policy and practice with regard to
financial instruments are contained in note 18.
In addition, the Board also considers the following as principal risks:
Regulatory risk
Relevant legislation and regulations which apply to the Company include the
Companies Act 2006, the Corporation Tax Act 2010 ("CTA") and the FSA Listing
Rules. A breach of the CTA could result in the Company losing its status as an
investment company and becoming subject to capital gains tax, whilst a breach
of the Listing Rules might result in censure by the FSA. The Company has noted
the recommendations of the Combined Code on Corporate Governance, the AIC Code
of Corporate Governance ("AIC Code") and the relevant AIC Corporate Governance
Guide for Investment Companies. Its statement of compliance appears in the
Annual Report and Financial Statements for the year ended 30 September 2010.
At each Board meeting the status of the Company is considered and discussed, so
as to ensure that all regulations are being adhered to by the Company and its
service providers.
The Board is not aware of any breaches of laws or regulations during the period
under review and up to the date of this report.
Operational risk
In common with most other investment companies the Company has no employees;
the Company therefore relies upon the services provided by third parties. There
are a number of operational risks associated with the fact that third parties
undertake the Company's administration and custody. The main risk is that the
third parties may fail to ensure that statutory requirements, such as
compliance with the Companies Act and FSA Listing Rules, are met.
The Board regularly receives and reviews management information from third
parties which the Secretary compiles. In addition, each of the third parties
provides a copy of its report on internal controls (SAS 70, AAF or equivalent)
to the Board each year.
Financial risk
Inappropriate accounting policies or failure to comply with current or new
accounting standards may lead to a breach of regulations.
The Investment Manager employs independent administrators to prepare all
Financial Statements and the Audit Committee meets with the independent Auditor
at least once a year to discuss all financial matters including appropriate
accounting policies.
The Company is a member of the AIC, a trade body intended to promote investment
trusts which also develops best practice for all its members.
The Board undertakes an annual assessment and review of all the risks stated
above and in note 18, together with a review of any new risks which may have
arisen during the year. These risks are formalised within the Company's risk
assessment matrix.
Performance
Net asset value
The net asset value per ordinary share ("NAV") at 30 September 2010 was 650.69p
(2009: 634.18p).
Results
The results for the year are set out in the Income Statement and the
Reconciliation of Movements in Shareholders' Funds below.
Dividends
The Directors recommend a final dividend of 11.0p per ordinary share and a
special dividend of 3.0p per ordinary share (2009: final dividend of 10.2p and
special dividend of 3.4p), a total of 14.0p per ordinary share (2009: 13.6p).
If approved by shareholders, these dividends will be payable on 31 January 2011
to shareholders on the register at the close of business on 7 January 2011. The
ex-dividend date will be 5 January 2011.
Key performance indicators
At each Board meeting, the Directors consider a number of performance measures
to assess the Company's success in achieving its objective. The key performance
indicators used to measure progress and performance of the Company over time
are established industry measures and are as follows:
• Net asset value per ordinary share total return compared to the FTSE
All-World Europe ex UK Total Return Index.
• Share price premium/discount to net asset value per share.
• Total expense ratio.
The records of the key performance indicators are shown in the Financial
Summary above and the Ten Year Record shown in the Annual Report and Financial
Statements.
The Board also takes into consideration how the Company performs compared to
other investment trusts investing in Europe.
Share capital
During the year ended 30 September 2010 the Company purchased 3,052,000
ordinary shares (with a nominal value of £763,000) for cancellation,
representing 6.67% of the issued share capital at 30 September 2009, for an
aggregate amount of £15,476,000.
Subsequent to the year end and up to the date of this report, a further 300,000
ordinary shares (with a nominal value of £75,000) have been purchased for
cancellation representing 0.66% of the issued share capital at 30 September
2009, for an aggregate amount of £1,736,000.
The Company made no share issues during the year ended 30 September 2010.
At general meetings of the Company, one vote is attached to each ordinary share
in issue.
Current and future developments
A review of the main features of the year and the outlook for the coming year
is to be found in the Chairman's Statement and the Manager's Report and
Portfolio Analysis above. The Board's main focus is on the investment return
and approach. Attention is paid to the integrity and success of the investment
approach and on factors which may have an impact on this approach. Due regard
is paid to the promotion of the Company including communication with
shareholders and other external parties. The Board is regularly updated on
wider investment trust industry issues. Detailed papers are presented to the
Board which lead to extensive discussion on development and strategy.
Social, environmental and ethical policy
The European Investment Trust plc seeks to invest in companies that are well
managed, with high standards of corporate governance as the Directors believe
this creates the proper conditions to enhance long-term value for shareholders.
The Company adopts a positive approach to corporate governance and engagement
with companies.
In pursuit of the above objective, the Directors believe that proxy voting is
an important part of the corporate governance process and considers seriously
its obligation to manage the voting rights of companies in which it is
invested, for which it has delegated responsibility to its Investment Manager.
It is the policy of the Company to vote, as far as is practicable, at all
shareholder meetings of investee companies. The Company follows the relevant
applicable regulatory and legislative requirements in the UK, with the guiding
principles being to make proxy voting decisions which favour proposals that
will lead to maximising shareholder value while avoiding any conflicts of
interest. Voting decisions are based on an agreed policy framework, with the
key issues on which the Investment Manager focuses being corporate governance,
including disclosure and transparency, board composition and independence,
control structures, remuneration and social and environmental issues.
The Company itself has no employees and all the Directors are non-executive.
The day-to-day management of the Company's business has been delegated to the
Company's Investment Manager, Edinburgh Partners, who have an Environmental,
SRI and Corporate Governance ("ESG") policy in place, which can be found on
their website www.edinburghpartners.com.
Investment Management Agreement
The Company's investments are managed by Edinburgh Partners under an Investment
Management Agreement dated 29 January 2010. The Investment Manager receives a
management fee of 0.55% per annum of the Company's market capitalisation,
payable quarterly in arrears. The Investment Management Agreement is initially
for a fixed period of twelve months from 1 February 2010 and shall continue
after that subject to termination on three months' notice. No additional
compensation is payable to Edinburgh Partners on the termination of this
agreement other than the fees payable during the notice period. No performance
fee is payable. Further details relating to the Investment Management Agreement
are detailed in Note 3.
Appointment of the Investment Manager
The Board keeps the performance of the Investment Manager under review through
the Audit and Management Engagement Committee. The Company terminated its
management agreement with F&C Management Limited and appointed Edinburgh
Partners as Investment Manager with effect from 1 February 2010. It is the
opinion of the Directors that the continuing appointment of Edinburgh Partners
on the terms agreed is in the interests of shareholders as a whole. The reasons
for this view are that the investment performance is satisfactory relative to
that of the markets in which the Company invests and because the remuneration
of the Investment Manager is reasonable both in absolute terms and compared to
that of managers of comparable investment companies. The Directors believe that
by paying the investment management fee calculated on a market capitalisation
basis, rather than a percentage of assets basis, the interests of the
Investment Manager are more closely aligned with those of shareholders.
Management Report and Statement of Directors' Responsibilities in Relation to
the Annual Report and the Financial Statements
Management report
Listed companies are required by the FSA's Disclosure and Transparency Rules
(the "Rules") to include a management report within their Annual Report and
Financial Statements.
The information required to be included in the management report for the
purpose of these Rules is included in the Chairman's Statement, the Manager's
Report and Portfolio Analysis and the Business Review contained in the
Directors' Report. Therefore no separate management report has been included.
Statement of Directors' responsibilities in relation to the Annual Report and
Financial Statements
The Directors are responsible for preparing the Annual Report and the Financial
Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each
financial period. Under that law they have elected to prepare the Financial
Statements in accordance with UK Accounting Standards.
The Financial Statements are required by law to give a true and fair view of
the state of affairs of the Company and of the net return of the Company for
that period.
In preparing these Financial Statements, the Directors are required to;
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the Financial Statements;
and
• prepare the Financial Statements on the going concern basis unless it is
inappropriate to presume that the
Company will continue in business.
The Directors, to the best of their knowledge, state that:
• the Financial Statements, prepared in accordance with UK Accounting
Standards, give a true and fair view of the assets, liabilities, financial
position and net return of the Company; and
• the Chairman's Statement, the Manager's Report and Portfolio Analysis and the
Directors' Report include a fair review of the development and performance of
the business and the position of the Company together with a description of the
principal risks and uncertainties that it faces.
The Directors confirm that, so far as they are each aware, there is no relevant
audit information of which the Company's Auditors are unaware; and each
Director has taken all the steps that ought to have been taken as a Director to
make himself aware of any relevant audit information and to establish that the
Company's Auditors are aware of that information.
The Directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that its Financial Statements comply with the
Companies Act 2006 and include the information required by the Listing Rules of
the FSA. They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Company and to prevent
and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Directors' Report, Directors' Remuneration Report and Corporate
Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website. The work
carried out by the Auditors does not include consideration of these matters
and, accordingly, the Auditors accept no responsibility for any changes that
may have occurred to the Financial Statements since they were initially
presented on the website. Legislation in the UK governing the preparation and
dissemination of Financial Statements may differ from legislation in other
jurisdictions.
On behalf of the Board
Douglas McDougall
Chairman
7 December 2010
Independent Auditors' Report
to the Members of The European Investment Trust plc
for the year ended 30 September 2010
The Company's financial statements for the year ended 30 September 2010 have
been audited by PricewaterhouseCoopers LLP. The text of the Auditor's report
can be found in the Company's Annual Report and Financial Statements at
www.edinburghpartners.com.
Income Statement
for the year ended 30 September 2010
2010 2009
Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Gains on investments at 9 - 3,616 3,616 - 11,105 11,105
fair value
Foreign exchange (10) (287) (297) 22 1,029 1,051
(losses)/gains
Income 2 8,554 - 8,554 9,261 - 9,261
Investment management 3 (1,199) - (1,199) (1,151) - (1,151)
fee
Refund of VAT paid on 4 - - - 1,103 - 1,103
investment management
fees
Other expenses 5 (531) 2 (529) (693) (19) (712)
Net return before 6,814 3,331 10,145 8,542 12,115 20,657
finance costs and
taxation
Finance costs
Interest payable and - - - (68) - (68)
similar charges
Net return before 6,814 3,331 10,145 8,474 12,115 20,589
taxation
Taxation 6 (772) - (772) (2,190) - (2,190)
Net return after 6,042 3,331 9,373 6,284 12,115 18,399
taxation
pence pence pence pence pence pence
Return per ordinary 8 13.79 7.60 21.39 13.24 25.53 38.77
share*
* Based on weighted average number of shares in issue during the year.
All revenue and capital items in the above statement derive from continuing
operations.
The total column of this statement is the Profit and Loss Account of the
Company. The revenue and capital return columns are prepared under guidance
published by the Association of Investment Companies ("AIC").
A separate Statement of Total Recognised Gains and Losses has not been prepared
as all such gains and losses are included in the Income Statement.
Dividend information
A final dividend for the year ended 30 September 2010 of 11.0p per ordinary
share and a special dividend of 3.0p per ordinary share, total 14.0p (2009:
final dividend of 10.2p and special dividend of 3.4p, total 13.6p) has been
proposed, subject to the approval of shareholders at the Annual General
Meeting. These dividends will be payable on 31 January 2011 to shareholders on
the register at the close of business on 7 January 2011. The ex-dividend date
will be 5 January 2011. Based on 42,400,748 ordinary shares in issue at the
date of this report, the total dividend payment will amount to £5,936,000. In
accordance with Financial Reporting Standard 21: "Events after the Balance
Sheet date", final dividends and special dividends are accounted for in the
period in which they are approved by shareholders. Further information on
dividend distributions can be found in note 7.
The notes form part of these Financial Statements.
Balance Sheet
as at 30 September 2010
2010 2009
Note £'000 £'000
Fixed asset investments:
Investments at fair value through profit 9 268,944 290,067
or loss
Current assets:
Debtors 11 4,474 1,276
Cash at bank and short-term deposits 9,789 2,200
14,263 3,476
Creditors: amounts falling due within one 12 5,360 3,388
year
Net current assets 8,903 88
Net assets 277,847 290,155
Capital and reserves:
Called-up share capital 13 10,675 11,438
Share premium account 123,749 123,749
Capital redemption reserve 8,136 7,373
Capital reserve 125,185 137,330
Revenue reserve 10,102 10,265
Total shareholders' funds 277,847 290,155
pence pence
Net asset value per ordinary share 14 650.69 634.18
These Financial Statements were approved and authorised for issue by the Board
of Directors on 7 December 2010 and were signed on its behalf by:
Douglas McDougall
Chairman
The notes form part of these Financial Statements.
Reconciliation of Movements in Shareholders' Funds
for the year ended 30 September 2010
Share Capital
Share premium redemption Capital Revenue
capital account reserve reserve reserve Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Year ended 30
September 2010
At 30 September 2009 11,438 123,749 7,373 137,330 10,265 290,155
Net return after - - - 3,331 6,042 9,373
taxation for the year
Dividends paid 7 - - - - (6,205) (6,205)
Shares purchased and 13 (763) - 763 (15,476) - (15,476)
cancelled
At 30 September 2010 10,675 123,749 8,136 125,185 10,102 277,847
Year ended 30
September 2009
At 30 September 2008 12,195 123,749 6,616 138,618 11,200 292,378
Net return after - - - 12,115 6,284 18,399
taxation for the year
Dividends paid 7 - - - - (7,219) (7,219)
Shares purchased and (757) - 757 (13,403) - (13,403)
cancelled
At 30 September 2009 11,438 123,749 7,373 137,330 10,265 290,155
The notes form part of these Financial Statements.
Cash Flow Statement
for the year ended 30 September 2010
2010 2009
Note £'000 £'000
Operating activities:
Investment income received 7,855 8,046
Interest received 10 120
Other income - 52
Refund of VAT, including interest , on - 4,166
investment management fees
Investment management fees paid (1,164) (1,276)
Other cash payments (493) (671)
Net cash inflow from operating activities 15 6,208 10,437
Serving of finance:
Interest paid (21) (87)
Taxation:
UK tax paid (863) (2,019)
Overseas tax paid (801) (1,022)
Overseas tax recovered 39 257
Total taxation (1,625) (2,784)
Capital expenditure and financial
investment:
Purchases of investments (225,428) (257,803)
Sales of investments 251,252 282,172
Exchange gains/(losses) on settlement 406 (136)
Other capital charges - (21)
Net cash inflow from capital and financial 26,230 24,212
investment
Equity dividends paid 7 (6,205) (7,219)
Net cash inflow before financing 24,587 24,559
Financing:
Loans redeemed - (11,912)
Own shares purchased and cancelled (16,306) (12,576)
Net cash outflow from financing (16,306) (24,488)
Increase in cash 16 8,281 71
The notes form part of these Financial Statements.
Notes to the Financial Statements
at 30 September 2010
Basis of accounting
The Financial Statements are prepared on a going concern basis, under the
historical cost convention (modified to include fixed assets investments at
fair value), in accordance with the Companies Act 2006, UK Generally Accepted
Accounting Practice ("UK GAAP") and with the AIC Statement of Recommended
Practice issued in January 2009 relating to the Financial Statements of
Investment Trust Companies and Venture Capital Trusts. All the Company's
activities are continuing.
Income recognition
Dividend and other investment income is included as revenue (except where in
the opinion of the Directors, its nature indicates it should be recognised as
capital) on the ex-dividend date or, where no ex-dividend date is quoted, when
the Company's right to receive payment is established. Income arising on
holdings of fixed income securities is recognised on a time apportionment basis
so as to reflect the effective interest rate on that security. Deposit interest
and underwriting commission receivable is included on an accruals basis.
Dividends are accounted for in accordance with Financial Reporting Standard 16:
"Current Taxation" on the basis of income actually receivable, without
adjustment for the tax credit attaching to the dividends. Dividends from
overseas companies are shown gross of withholding tax.
Where the Company has elected to receive its dividends in the form of
additional shares rather than in cash (scrip dividends), the amount of the cash
dividend foregone is recognised as income. Any excess in the value of the
shares received over the amount of the cash dividend foregone is recognised in
the capital reserve.
Borrowings
Loans and overdrafts are recorded at the proceeds received, net of issue costs,
irrespective of the duration of the instrument.
Finance costs, including interest, are accrued using the effective interest
rate method. See below for allocation of finance costs within the Income
Statement.
Expenses and finance costs
All expenses are accounted for on an accruals basis. All operating expenses are
charged through revenue in the Income Statement except costs that are
incidental to the acquisition or disposal of investments, which are charged to
capital in the Income Statement. Transaction costs are included within the
gains and losses on investment sales, as disclosed in the Income Statement. No
performance fees are charged by the Investment Manager.
Investments
All investments held by the Company are classified as `fair value through
profit or loss'. Investments are initially recognised at cost, being the fair
value of the consideration given. Interest accrued on fixed interest rate
securities at the date of purchase or sale is accounted for separately as
accrued income, so that the value or purchase price or sale proceeds is shown
net of such items.
After initial recognition, investments are measured at fair value, with changes
in the fair value of investments and impairment of investments recognised in
the Income Statement and allocated to capital. Realised gains and losses on
investments sold are calculated as the difference between sales proceeds and
cost.
For investments actively traded in organised financial markets, fair value is
generally determined by reference to Stock Exchange quoted market bid prices at
the close of business on the Balance Sheet date, without adjustment for
transaction costs necessary to realise the asset. Investments which are not
quoted or which are not frequently traded are stated at Directors' best
estimate of fair value, using the guidelines on valuation published by the
International Private Equity and Venture Capital Association. This represents
the Directors' view of the amount for which an asset could be exchanged between
knowledgeable willing parties in an arm's length transaction. This does not
assume that the underlying business is saleable at the reporting date or that
its current shareholders have any intention to sell their holding in the near
future. Where no reliable fair value can be estimated, investment may be
carried at cost less any provision for impairment.
Foreign currency
The functional and reporting currency of the Company is sterling because that
is the currency of the primary economic environment in which the Company
operates.
Transactions denominated in foreign currencies are converted to sterling at the
actual exchange rate as at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the year end are reported at
the rate of exchange to sterling at the Balance Sheet date. Any gain or loss
arising from a change in exchange rate subsequent to the date of the
transaction is included as an exchange gain or loss in the capital reserve or
in revenue depending on whether the gain or loss is of a capital or revenue
nature.
Taxation
The charge for taxation is based on the net return for the year and takes into
account taxation deferred or accelerated because of timing differences between
the treatment of certain items for accounting and taxation purposes. Full
provision for deferred taxation is made under the liability method, without
discounting, on all timing differences that have arisen but not been reversed
by the Balance Sheet date, unless such provision is not permitted by Financial
Reporting Standard 19: "Deferred Tax". This is subject to deferred tax assets
only being recognised if it is considered more likely than not that there will
be suitable profits from which the future reversal of the underlying timing
differences can be deducted. Timing differences are differences arising between
the Company's taxable profits and its results as stated in the Financial
Statements which are capable of reversal in one or more subsequent periods.
Capital redemption reserve
The nominal value of ordinary share capital purchased and cancelled is
transferred out of called-up share capital and into the capital redemption
reserve on the relevant trade date.
Capital reserve
Capital reserve - arising on investments sold
The following are accounted for in this reserve:
- gains and losses on the realisation of investments;
- realised foreign exchange differences of a capital nature;
- costs of professional advice (including related irrecoverable VAT) relating
to the capital structure of the Company;
- other capital charges and credits charged or credited to this account in
accordance with the above policies; and
- costs of purchasing ordinary share capital.
Capital reserve - arising on investments held
The following are accounted for in this reserve:
- increases and decreases in the valuation of investments held at the year end;
and
- unrealised foreign exchange differences of a capital nature.
Dividends payable to shareholders
Under Financial Reporting Standard 21: "Events after the Balance Sheet Date",
final and special dividends are recognised as a liability in the period in
which they have been approved by shareholders in a general meeting.
2. Income
2010 2009
£'000 £'000
Income from investments:
Overseas dividends 8,527 7,795
UK net dividend income 17 231
8,544 8,026
Other income:
Bank interest 10 120
Underwriting commission - 52
Interest on VAT refund on investment management fees - 1,063
10 1,235
Total income 8,554 9,261
3. Investment management fee
2010 2009
Total Total
£'000 £'000
Investment management fee 1,199 1,151
Edinburgh Partners Limited was appointed to provide investment management,
marketing and general administrative services to the Company with effect from 1
February 2010. Under the agreement Edinburgh Partners Limited is entitled to a
fee paid quarterly in arrears, at the rate of 0.55% per annum of the market
capitalisation of the Company. No performance fee will be paid.
Until 31 January 2010, F&C Management Limited provided investment management,
marketing and general administrative services to the Company for a management
fee payable in arrears of 0.125% per quarter on the funds under management at
the quarter end.
In addition, F&C Management Limited was entitled to a performance related
management fee payable at the rate of 0.05% per 1% of annual outperformance by
the net asset value ("NAV") per share (inclusive of revenue return attributable
to shareholders) of target performance. Target performance was defined as a
margin of 1.5% over the FTSE All-World Europe ex UK Index (total return,
sterling adjusted). The combined management fee and performance related
management fee could not be greater than 0.1875% per quarter of the first £400m
of funds under management and 0.125% per quarter of funds under management in
excess of £400m at each quarter end. No performance fee is payable for the year
ended 30 September 2010 (2009: £nil).
Notice to terminate the management agreement with F&C Management Limited was
given by the Company on 10 December 2009, to take place on 31 January 2010.
Compensation was paid by the Company to F&C Management Limited for the
unexpired period of two months' notice under the management agreement.
Edinburgh Partners Limited agreed to waive its investment management fee for a
period of three months as a contribution to the costs borne by the Company for
the change of management arrangements, including compensation to F&C Management
Limited for the unexpired period of notice under its management agreement.
During the year ended 30 September 2010 the investment management fees payable
to Edinburgh Partners Limited totalled £497,000 (2009: £nil) and F&C Management
Limited £702,000 (2009: £1,151,000).
At 30 September 2010 there was £307,000 outstanding payable to Edinburgh
Partners Limited (2009: £272,000 payable to F&C Management Limited).
4. Recoverable VAT
2010 2009
£'000 £'000
Refund of VAT paid on investment management fees - 1,103
No VAT has been charged on investment management fees since 2007. The Company
has now recovered £3,103,000 from HMRC in relation to VAT paid on such fees in
the periods 1990 to 1996 and 2001 to 2007 which was recognised in the Income
Statement in the years ended 30 September 2008 and 30 September 2009. In
addition, interest of £1,063,000 relating to the VAT recovered has been
received and was recognised in the Income Statement in the year ended 30
September 2009. Amounts relating to VAT paid on investment management fees
during the period 1997 to 2000 have not been accrued or recognised as a
contingent asset as their recovery remains uncertain under law.
5. Other expenses
2010 2009
£'000 £'000
Auditors' remuneration for:
Audit services 28 28
Other services* 35 2
Directors' remuneration** 78 78
Other 390 585
531 693
* Consultancy services relating to VAT recovery claims.
** See the Directors' Remuneration Report in the Annual Report and Financial
Statements for the year ended 30 September 2010.
6. Taxation
a) Analysis of charge for 2010 2009
the year
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Current tax:
UK Corporation Tax - - - 2,246 - 2,246
Overseas tax suffered 801 - 801 688 - 688
Double taxation relief - - - (701) - (701)
Additional tax credits (29) - (29) (32) - (32)
Current tax charge for the 772 - 772 2,201 - 2,201
year
Deferred tax:
Timing differences - - - (11) - (11)
Total tax charge for the 772 - 772 2,190 - 2,190
year
b) The current taxation charge for the year ended 30 September 2010 is lower
than the standard rate of Corporation Tax in the UK of 28% (2009: 28%). The
differences are explained below:
2010 2009
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Net return before taxation 6,814 3,331 10,145 8,474 12,115 20,589
Theoretical tax at UK 1,908 933 2,841 2,373 3,392 5,765
Corporation Tax rate of
28%
Effects of:
- UK dividends that are (5) - (5) (65) - (65)
not taxable
- Foreign dividends that (2,030) - (2,030) (126) - (126)
are not
taxable
- Accrued income taxable - - - 21 - 21
on
receipt
- Non-taxable investment - (933) (933) - (3,392) (3,392)
gains
- Disallowed expenses 15 - 15 34 - 34
- Unrelieved excess 133 - 133 - - -
expenses
- Overseas tax suffered 801 - 801 688 - 688
- Additional tax credits (29) - (29) (23) - (23)
- Double taxation relief (21) - (21) (701) - (701)
772 - 772 2,201 - 2,201
c) Provision for deferred taxation
2010 2009
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance brought forward - - - 11 - 11
Credit for the year (note - - - (11) - (11)
6a)
Balance carried forward - - - - - -
d) Factors that may affect future tax charges
At 30 September 2010 the Company had unrelieved management expenses of £476,000
(30 September 2009: £nil). It is unlikely that the Company will generate
sufficient taxable income in the future to use these expenses to reduce future
tax charges and therefore no deferred tax asset has been recognised.
In addition due to the Company's status as an investment trust and the
intention to continue meeting the conditions required to obtain approval in the
foreseeable future, the Company has not provided deferred tax on any capital
gains and losses arising on the revaluation or disposal of investments.
7. Dividends
2010 2009
Declared and paid Payment date £'000 £'000
Final dividend for the year ended 30 September 25 January 2010 4,654 -
2009 of 10.2p
Special dividend for the year ended 30 25 January 2010 1,551 -
September 2009 of 3.4p
Final dividend for the year ended 30 September 22 December 2008 - 5,814
2008 of 12.0p
Special dividend for the year ended 30 22 December 2008 - 1,405
September 2008 of 2.9p
6,205 7,219
The Directors recommend a final dividend in respect of the year ended 30
September 2010 of 11.0p and a special dividend of 3.0p payable on 31 January
2011 to all shareholders on the register at close of business on 7 January
2011, a total of 14.0p (2009: 13.6p). The ex-dividend date will be 5 January
2011. The recommended final dividend and special dividend are subject to
approval by shareholders at the Annual General Meeting to be held on 18 January
2011. The recommended final dividend and special dividend have not been
included as a liability in these Financial Statements.
2010 2009
Proposed £'000 £'000
2010 final dividend of 11.0p (2009: 10.2p) per ordinary share* 4,664 4,654
2010 special dividend of 3.0p (2009: 3.4p) per ordinary share* 1,272 1,551
5,936 6,205
* Based on 42,400,748 shares in issue at 7 December 2010.
8. Return per ordinary share
2009
Net Ordinary Per Net Ordinary Per
return shares* share return Shares* share
£'000 pence £'000 pence
Revenue return after 6,042 43,818,474 13.79 6,284 47,455,798 13.24
taxation
Capital return after 3,331 43,818,474 7.60 12,115 47,455,798 25.53
taxation
Total return 9,373 43,818,474 21.39 18,399 47,455,798 38.77
* Weighted average number of ordinary shares in issue during the year.
9. Listed investments
2010 2009
£'000 £'000
Analysis of investment portfolio
movements
Opening book cost 247,335 385,391
Opening investment holding gains/ 42,732 (99,366)
(losses)
Opening valuation 290,067 286,025
Movements in the year:
Purchases at cost 229,071 258,169
Sales - proceeds (253,810) (265,232)
Sales - realised gains/(losses) on sales 27,628 (130,993)
Decrease in investment holding (gains)/ (24,012) 142,098
losses
Closing valuation 268,944 290,067
Closing book cost 250,224 247,335
Closing investment holding gains 18,720 42,732
268,944 290,067
2010 2009
£'000 £'000
Analysis of capital gains and losses
Realised gains/(losses) on sales 27,628 (130,993)
Investment holding (losses)/gains (24,012) 142,098
Gains on investments 3,616 11,105
The Capital Reserve includes investment holding gains of £18,720,000 (2009:
gains of £42,732,000) and unrealised foreign exchange losses of £8,000 (2009: £
nil).
Fair value hierarchy
In accordance with Financial Reporting Standard 29: "Financial Instruments:
Disclosures", the Company must disclose the fair value hierarchy that
classifies financial instruments measured at fair value at one of three levels
according to the relative reliability of the inputs used to estimate the fair
values.
Classification Input
Level 1 Valued using quoted prices in active markets for identical
assets
Level 2 Valued by reference to valuation techniques using observable
inputs other than quoted prices included within Level 1
Level 3 Valued by reference to valuation techniques using inputs
that are not based on observable market data
Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the fair value measurement of the
relevant asset. The valuation techniques used by the Company are explained in
note 1. All of the Company's financial instruments fall into Level 1, being
valued at quoted prices in active markets.
During the year ended 30 September 2010 the investment in Remedial (Cyprus) was
written off through realised gains and losses on sales and the total cost of £
1,206,000 has been recognised as a loss in the realised capital reserve.
Transaction costs
During the year ended 30 September 2010 the Company incurred transaction costs
of £384,000 (2009: £532,000) and £255,000 (2009: £494,000) on purchases and
sales of investments respectively. These amounts are included in gains on
investments at fair value, as disclosed in the Income Statement.
10 Significant holdings
The Company had no holdings of 3% or more of the share capital of any portfolio
companies.
11. Debtors
2010 2009
£'000 £'000
Due from brokers 3,268 711
Dividends receivable 796 117
Prepayments and accrued income 23 23
Taxation recoverable 387 425
4,474 1,276
12. Creditors: amounts falling due within one year
2010 2009
£'000 £'000
Due to brokers 4,872 1,229
Own shares purchased and cancelled - 830
Other creditors and accruals 181 165
Management fee accrued 307 272
Corporation Tax - 892
5,360 3,388
13. Share capital
2010 2009
£'000 £'000
Allotted called - up and fully paid:
42,700,748 (2009: 45,752,748) ordinary shares of 25p 10,675 11,438
each
During the year to 30 September 2010 3,052,000 ordinary shares were purchased
and cancelled at a cost of £15,476,000. Since the year end a further 300,000
shares have been purchased and cancelled at a cost of £1,736,000.
Duration of the Company
The Company does not have a termination date or the requirement for any
periodic continuation votes.
14. Net asset value per ordinary share
30 September 30 September
2010 2009
Net asset value per ordinary share 650.69p 634.18p
The net asset value per ordinary share is based on net assets of £277,847,000
(2009: £290,155,000) and on 42,700,748 (2009: 45,752,748) ordinary shares,
being the number of ordinary shares in issue at the year end.
15. Reconciliation of net return before finance costs and taxation to net cash
inflow from operating activities
2010 2009
£'000 £'000
Net return before finance costs and taxation 10,145 20,657
Adjust for returns from non-operating activities:
- Gains on investments (3,616) (11,105)
- Foreign exchange losses/(gains) of a capital nature 287 (1,029)
- Non-operating expenses of a capital nature (2) 19
Return from operating activities 6,814 8,542
Adjustment for non-cash flow items:
- Foreign exchange gains of a revenue nature - (22)
- Decrease in recoverable VAT debtor - 2,000
- (Increase)/decrease in debtors and accrued income (679) 20
- Increase/(decrease) in creditors and accruals 73 (103)
Net cash inflow from operating activities 6,208 10,437
16. Reconciliation of net cash flow to movement in net cash
2010 2009
£'000 £'000
Increase in cash for the period 8,281 71
Decrease in short-term loans - 11,912
Movement in net cash resulting from cash flows 8,281 11,983
Foreign exchange movement (692) 1,160
Movement in net cash 7,589 13,143
Net cash/(debt) brought forward 2,200 (10,943)
Net cash carried forward 9,789 2,200
Foreign
At Cash exchange At
1 October flows movement 30 September
2009 2010
£'000 £'000 £'000 £'000
Cash at bank 2,200 8,281 (692) 9,789
2,200 8,281 (692) 9,789
Foreign
At Cash exchange At
1 October flows movement 30 September
2008 2009
£'000 £'000 £'000 £'000
Cash at bank 877 71 1,252 2,200
Short-term loans (11,820) 11,912 (92) -
(10,943) 11,983 1,160 2,200
17. Analysis of financial assets and liabilities
Interest rate and currency profile
The interest rate and currency profile of the Company's financial assets and
liabilities were:
2010 2009
Cash Cash
No flow No flow
interest interest interest interest
rate rate rate rate
risk risk
Total exposure exposure Total exposure exposure
£'000 £'000 £'000 £'000 £'000 £'000
Equity shares
Euro 226,073 226,073 - 188,455 188,455 -
Swiss franc 30,155 30,155 - 58,132 58,132 -
Norwegian krone - - - 3,866 3,866 -
US dollar 7,065 7,065 - - - -
Swedish krona 5,651 5,651 - 31,653 31,653 -
Sterling - - - 7,961 7,961 -
Cash at bank and short-term
deposits
Euro 9,716 - 9,716 1,420 - 1,420
Sterling 73 - 73 780 - 780
Debtors
Euro 978 978 - 816 816 -
Swiss franc 133 133 - 205 205 -
US dollar 72 72 - - - -
Swedish krona 3,268 3,268 - 169 169 -
Sterling 19 19 - 86 86 -
NZ dollar 4 4 - - - -
Short-term creditors
Euro (4,276) (4,276) - (1,229) (1,229) -
US dollar (596) (596) - - - -
Sterling (488) (488) - (2,159) (2,159) -
277,847 268,058 9,789 290,155 287,955 2,200
18. Risk analysis
The Company is an investment company, listed on the London Stock Exchange, and
conducts its affairs so as to qualify in the United Kingdom ("UK") as an
investment trust under the provisions of Sections 1158 and 1159 of the
Corporation Tax Act 2010. In so qualifying, the Company is exempted in the UK
from corporation tax on capital gains on its portfolio of investments.
As an Investment Trust, the Company invests in equities and makes other
investments so as to achieve its investment objective of long-term capital
growth through a diversified portfolio of Continental European securities. In
pursuing its investment objective, the Company is exposed to risks which could
result in a reduction of either or both of the value of the net assets and the
profits available for distribution by way of dividend. The Board, together with
the Investment Manager, is responsible for the Company's risk management, as
set out in detail in the Directors' Report and Business Review.
The principal risks the Company faces are:
• Investment and strategy
• Discount volatility
• Market risk (including; interest rate risk, currency risk and other price
risk)
• Liquidity risk
• Credit risk
• Gearing risk
The Investment Manager monitors the risks affecting the Company on an ongoing
basis within the policies and guidelines determined by the Board. The Directors
receive financial information, which is used to identify and monitor risk,
quarterly. The Company may enter into derivative contracts to manage risk but
has not done so to date. A description of the principal risks the Company faces
is detailed below and in the Business Review.
Investment and strategy risk
There can be no guarantee that the objective of the Company will be achieved
due to poor stock selection or as a result of being geared in a falling market
or ungeared in a rising market.
The Investment Manager meets regularly with the Board to discuss the portfolio
performance and strategy. The Board receives bi-monthly reports from the
Investment Manager detailing all portfolio transactions and any other
significant changes in the market or stock outlooks. Details of the investment
policy are given in the Directors' Report.
Discount volatility risk
The Board recognises that it is in the long-term interests of shareholders to
reduce discount volatility and believes that the prime driver of discounts over
the longer term is investment performance. The Company is permitted to employ
gearing, a process whereby funds are borrowed principally for the purpose of
purchasing securities should the Board feel that it is appropriate to do so.
The use of gearing can magnify discount volatility.
The Board actively monitors the discount at which the Company's shares trade
but it does not intend to issue a precise discount target at which shares will
be bought back as it believes that the announcement of specific targets is
likely to hinder rather than help the successful execution of a buy-back
policy. Equally, the Company will issue shares in order to meet demand as it
arises.
The Board's commitment to allot or repurchase ordinary shares is subject to
them being satisfied that any offer to allot or to purchase shares is in the
best interests of shareholders of the Company as a whole.
Interest rate risk
The Company's assets and liabilities, excluding short-term debtors and
creditors, may comprise financial instruments which include investments in
fixed interest securities.
Details of the Company's interest rate exposure as at 30 September 2010 are
disclosed in note 17 of these Financial Statements.
The majority of the Company's assets were non-interest bearing as at 30
September 2010. There was limited exposure to interest bearing liabilities
during the year ended 30 September 2010.
If interest rates had reduced by 0.25% (2009: 0.25%) from those obtained as at
30 September 2010 it would have the effect, with all other variables held
constant, of reducing the net revenue return before taxation on an annualised
basis by £24,000 (2009: £6,000). If there had been an increase in interest
rates of 0.25% (2009: 0.25%) there would have been an equal and opposite effect
in the net revenue return before taxation. The calculations are based on cash
at bank and short-term deposits as at 30 September 2010 and these may not be
representative of the year as a whole.
Currency risk
The base currency of the Company is sterling. The international nature of the
Company's investment activities gives rise to a currency risk which is inherent
in the performance of its overseas investments. The Company's overseas income
is also subject to currency fluctuations.
It is not the Company's policy to hedge this risk on a continuing basis.
Details of the Company's foreign currency risk exposure as at 30 September 2010
are disclosed in note 17 of these Financial Statements.
If sterling had strengthened by 1% against all other currencies on 30 September
2010, with all other variables held constant, it would have the effect of
reducing the net capital return before taxation by £93,000 (2009: £14,000). If
sterling had weakened by 1% against all other currencies there would have been
an equal and opposite effect on the net capital return before taxation.
Other price risk
The Company is exposed to market risk due to fluctuations in the market prices
of its investments. Market price risk arises mainly from uncertainty about
future prices of financial instruments used in the Company's business. It
represents the potential loss the Company might suffer through holding market
positions in the face of price movements. The Investment Manager monitors the
prices of financial instruments held by the Company on an ongoing basis.
The Investment Manager actively monitors market and economic data and reports
to the Board, which considers investment policy on a regular basis. The net
asset value per share of the Company is issued daily to the London Stock
Exchange and the New Zealand Stock Exchange and is also available on the
Company's website www.theeuropeaninvestmenttrust.com or the Edinburgh Partner's
www.edinburghpartners.com.
Fixed asset investments are valued at their fair value. Details of the
Company's investment portfolio as at 30 September 2010 are disclosed in these
Financial Statements. In addition an analysis of the investment portfolio by
sector and geographical distribution is detailed in these Financial Statements.
The maximum exposure to other price risk at 30 September 2010 is the fair value
of investments of £268,944,000 (2009: £290,067,000).
If the investment portfolio valuation fell by 20% from the amount detailed in
the Financial Statements as at 30 September 2010 it would have the effect, with
all other variables held constant, of reducing the net capital return before
taxation by £53,789,000 (2009: £58,013,000). An increase of 20% in the
investment portfolio valuation would have an equal and opposite effect on the
net capital return before taxation. The calculations are based on the Company's
other price risk at 30 September 2010 and may not be representative of the year
as a whole.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities. The Company's policy
with regard to liquidity is to ensure continuity of funding. Short-term
flexibility is achieved through cash management and increased borrowing
including the use of overdraft facilities.
Liquidity risk is not considered significant as the Company's assets comprise
mainly of readily realisable securities which are industrially and
geographically diverse and which can be sold freely to meet funding
requirements if necessary. Securities listed on a recognised stock exchange
have been valued at bid prices and exchange rates ruling at the close of
business on 30 September 2010. In certain circumstances, the market prices at
which investments are valued may not represent the realisable value of those
investments, taking into account both the size of the Company's holding and the
frequency with which such investments are traded. The Company does not normally
invest in derivative products. The Investment Manager reviews liquidity at the
time of making each investment decision. The Board reviews liquidity exposure
at each meeting.
Credit risk
Credit risk is the risk of financial loss to the Company if the contractual
party to a financial instrument fails to meet its contractual obligations.
The carrying amounts of financial assets best represent the maximum credit risk
exposure at the Balance Sheet date.
The Company's listed investments are held on its behalf by JPMorgan Chase Bank,
NA acting as the Company's custodian. Bankruptcy or insolvency of the custodian
may cause the Company's rights with respect to securities held by the custodian
to be delayed. The Board monitors the Company's risk by reviewing the
custodian's internal controls reports.
Investment transactions are carried out with a large number of brokers whose
creditworthiness is reviewed by the Investment Manager. Transactions are
ordinarily undertaken on a delivery versus payment basis whereby the Company's
custodian bank ensures that the counterparty to any transaction entered into by
the Company has delivered in its obligations before any transfer of cash or
securities away from the Company is completed.
Cash is only held at banks that have been identified by the Board as reputable
and of high credit quality.
The maximum exposure to credit risk as at 30 September 2010 was £283,207,000
(2009: £293,543,000). The calculation is based on the Company's credit risk
exposure as at 30 September 2010 and this may not be representative of the year
as a whole.
Gearing risk
The aim of gearing is to enhance long-term returns to shareholders by investing
borrowed funds in equities and other assets. The Company is permitted to employ
gearing should the Board feel it appropriate to do so. The Board's policy is
that the level of gearing should not exceed 20% in normal market conditions.
The use of gearing can cause both gains and losses in the asset value of the
Company to be magnified.
The Company did not have any gearing as at 30 September 2010 (2009: £nil).
The Board undertakes an annual assessment and review of all the risks stated
above and in the Directors' Report together with a review of any new risks
which may have arisen during the year. This risk is formalised within the
Company's risk assessment matrix.
19 Capital management policies
The objective of the Company is to achieve long-term capital growth through a
diversified portfolio of Continental European securities. In pursuing this
long-term objective, the Board has a responsibility for ensuring the Company's
ability to continue as a going concern. It must therefore maintain an optimal
capital structure through varying market conditions. This involves the ability
to: issue and buyback share capital within limits set by the shareholders in
general meeting; borrow monies in the short and long-term and pay dividends to
shareholders out of current year revenue earnings as well as out of brought
forward revenue reserves.
Changes to ordinary share capital are set out in note 13. Dividend payments are
set out in note 7.
The Company's capital comprises:
2010 2009
£'000 £'000
Called-up share capital 10,675 11,438
Share premium account 123,749 123,749
Capital redemption reserve 8,136 7,373
Capital reserve 125,185 137,330
Revenue reserve 10,102 10,265
Total shareholders' funds 277,847 290,155
The Company's objectives for managing capital are the same as the previous year
and have been complied with throughout the year.
20. Transactions with the Investment Manager
Information with respect to transactions with the Investment Manager is
provided in note 3 of these Financial Statements and in the Directors' Report.
National Storage Mechanism
A copy of the Annual Report and Financial Statements will be submitted shortly
to the National Storage Mechanism ("NSM") and will be available for inspection
at the NSM, which is situated at: www.hemscott.com/nsm.do.
A copy of the Annual Report and Accounts and Notice of Annual General Meeting
will be delivered to shareholders shortly and can also be found at
www.theeuropeaninvestmenttrust.com and www.edinburghpartners.com.
Annual General Meeting
The Company's Annual General Meeting will be held on 18 January 2011 at 11.00am
at Brewers' Hall, Aldermanbury Square, London EC2V 7HR.
Enquiries:
Dale Robertson
Kenneth Greig
Edinburgh Partners
Telephone: 0131 270 3800