Half-yearly Report

Baring Emerging Europe PLC Half Year Report for the six months ended 31 March 2012 Contents Investment Objective 2 Financial Highlights 2 Performance 2 The Investment Manager 2 Chairman's Statement 3 Report of the Investment Manager 4-6 Twenty Largest Equity Holdings 7 Income Statement 8-9 Balance Sheet 10 Reconciliation of Movement in Shareholders' Funds 11 Cashflow Statement 12 Notes to Half Year Report 13-14 Interim Management Report 15 Directors and Officers 16 ISA and Savings Scheme 17 Share Price 17 Investment objective The investment objective is to achieve long-term capital growth, principally through investment in securities listed on or traded on an Emerging European securities market or in securities of companies listed or traded elsewhere, whose revenues and/or profits are, or are expected to be, derived from activities in Emerging Europe. Financial highlights 31 March 31 March 30 September 2012 2011 2011 Shareholders' funds (£000) 205,955 359,570 231,320 Net asset value ("NAV") per share 796.04p 1,043.86p 701.50p Share price 738.50p 944.00p 638.00p Discount of share price to NAV 7.2% 9.6% 9.1% Six months Six months Year ended to 31 March to 31 March 30 September 2012 2011 2011 Total return per share 108.89p 134.12p (203.42)p Dividend per share* - - 10.00p *See note 2 on page 13. Performance (total return basis) Six months Six months Year ended to 31 March to 31 March 30 September 2012 2011 2011 Net asset value per share +15.1%* +14.7%* -23.9%† Benchmark# +16.2% +16.6% -17.4% Share price† +17.4% +14.9% -21.8% #The benchmark is the MSCI EM Europe 10/40 Index. †Source: AIC using Morningstar. *Source: Barings. The Investment Manager The Investment Manager is Baring Asset Management Limited which is authorised and regulated by the Financial Services Authority. Chairman's statement Dear Shareholder, Performance The Net Asset Value per share of your Company rose by 15.1% on a total return basis during the first half of the fiscal year. During the same period, the Company's benchmark rose by 16.2%. This represents a substantial return in an absolute sense but is disappointing in that it lags the benchmark marginally. The principal reason for the shortfall can be laid at the feet of stock selection in Russia but the raw number does not capture what your Board sees as the wisdom of the fund manager in taking a long term approach to this task, an approach which favours companies less exposed to the influence of the State. The return for the six month period also hides the fact that this was a game of two halves: the first of poor markets where the dominant factor was the sovereign debt crisis in Euroland; the second a strong market driven by the official response to that crisis. The manager addresses this in more detail in what follows. In a competitive sense, BEE remains successful in both the long and the short term. In the Morningstar Emerging Europe Index, the Company ranks 12 out of 48 on a five year view and 26 out of 58 on a six month view. Tender Offer & Discount Management From a corporate perspective, the major event of the last half year was the tender offer which was made to all shareholders to sell shares for cancellation at 786.2141p per share, a discount of 3% to NAV. As a result of the tender offer 6,485,567 shares were bought back for cancellation which represented approximately 20% of the issued share capital at the date of the tender. There was an increase of approximately 3.4p per share in net asset value as a result of the exercise. In conjunction with the tender, the Board also tightened the parameters of the discount control mechanism with the aim of keeping the discount below 10% over time, compared with a target beforehand of 12.0%. In practice, the discount has averaged 8.6% over the half year, and 8.5% since the tender offer was completed on 24 February 2012. During the half year the Company also repurchased 617,000 shares in addition to the shares acquired in the tender offer which includes 70,000 shares repurchased after the completion of the tender offer. The Board remains committed to a strong discount management policy and the rewards of this can be seen in low discount volatility. Annual Dividend The Board declared an interim dividend of 10.00p per share in respect of the year ended 30 September 2011 which was paid on 1 February 2012 to members on the register at close of business on 6 January 2012. Outlook We remain in choppy waters. The developed world as a whole still needs to reduce the excessive debt built up over three decades as a result of financial innovation and government profligacy. While the markets of Emerging Europe were a twinkle in the investor's eye while most of this trouble was brewing, it is unrealistic to expect that there will be no fallout from the crisis. Matthias Siller, in his manager's report, touches on the reasons why this fallout and the resulting volatility present him with some excellent opportunities on a stock by stock basis. I would highlight the fact that valuations remain very low in this region while balance sheets are strong. It is an unusually attractive combination, even if it comes with a dose of volatility. Steven Bates Chairman 3 May 2012 Report of the Investment Manager for the half year ended 31 March 2012 Performance Against the backdrop of very volatile markets, your Company posted an increase of 15.1% in the NAV in Sterling terms, while its benchmark rose by 16.2%. On stock selection, Russia detracted from, while selection in Turkey and Poland added to, relative performance. The six month period was characterised by the European sovereign debt crisis, and the actions of the European Central Bank and other supranational bodies to alleviate the distressed funding situation of countries of the European periphery and hence the entire European financial sector. Concerns about the potential for failure in the European banking sector, which could lead to a funding crisis in Emerging Europe, pushed stock markets lower in the last quarter of 2011. Bold action by European Central Bank chief Mario Draghi to provide the European banking sector with long term funding by permitting a wider range of assets to be used as collateral eventually turned the situation around, and led to the best first quarter performance in EMEA stock markets since 1997. In addition, geopolitical risks (mainly related to the situation in Iran) and potential issues around supply, kept oil prices at very elevated levels. Russia, the economy with most to benefit from this windfall gain, faced another sort of concern, as street protests erupted in the aftermath of the parliamentary elections in early December. This increased the perceived political risk in the eyes of many investors, especially given the precedent of the "Arab Spring" protests earlier in 2011. Sovereign Bond markets - the current epicentre of risk perception - guided the way for equities. Long term interest rates for the main economies of the European periphery decreased significantly over the period, while sovereign Eurobonds from Russia and Turkey were also in high demand and saw the additional yield they attract over German government bonds - a key measure of perceived risk by investors - come down to just 200 basis points. One important exception to this development was Hungary, the only major sovereign market in Emerging Europe where perceived risk has not moved lower over the last six months. The country's worrying short term sovereign debt profile, relatively high state debt and a belligerent prime minister have resulted in a very high level of volatility in the country's financial market, making it highly dependent on speculative flows. At the same time, Hungary's domestic consumption is still far from recovered, and the country relies on support from the International Monetary Fund (IMF) to keep short-term rates at an acceptable level. A stubborn attitude with regards to foreign policy and negotiations with the IMF combined with an obvious lack of appetite to tackle the long overdue domestic pension reforms made the decision easy for international investors, and Hungarian assets were sold across the board in the fourth quarter of last year. Only when the country stood at the brink of insolvency did it appear that the Hungarian government, supported by a constitutional majority in government, finally understood the severity of the situation and signalled compliance. The Turkish stock market underperformed other markets in the region over the six month period as a whole, but delivered outstanding performance during the first three months of 2012. This, better than any other example, describes how the last six months have been a tale of two completely different quarters. Energy is the main component of Turkey's imports, and the combination of stubbornly high oil prices and strong domestic consumption resulted in a significant widening of Turkey's external deficit. Given that loans issued by Turkish banks have grown by more than 30% over the last year, investors started to express concern that the economy was both at risk of overheating and potentially exposed if the financing conditions in Europe continued to deteriorate. In the second half of the period, however, a significant improvement of liquidity in the European banking sector and signs of a healthy slowdown in credit creation in Turkey finally convinced investors that the financial situation was more stable than was originally assumed. The Russian market remained in the grip of oil prices and political development over the course of the last six months. The economy currently enjoys a "Goldilocks" scenario of booming export revenues courtesy of high energy prices, well contained inflationary pressures, and rapid growth in domestic demand. Not surprisingly, the stockmarket returned 22% over the period, propelled by a robust 48% performance from index heavyweight Sberbank. Still, markets grew concerned over developments on the political front in the run-up to the presidential election in March. Capital outflows, while far from unusual in a Russian context, accelerated over the course of the last six months and serve as a good indicator that a number of investors have expressed concern about political risk in Russia. In Central Europe, the Polish economy continued to surprise positively over the last six months, driven by buoyant domestic demand and a healthy export performance. The country continues to benefit from inflows from the EU cohesion fund as it invests heavily into transport infrastructure and finalises its efforts as the co-host of the 2012 European Football Championship. One of the effects of the government's huge investment activity has been a comprehensive overhaul of public spending, encompassing severe budget cuts and higher revenue generation. The subsequent announcement of significantly higher royalties for mining companies in Poland, as part of the government's revenue generation initiative, dampened the mood of investors and decreased the dividend potential of KGHM Polska, one of the largest global copper miners, while large scale privatisation efforts depressed share price valuations, as investors anticipated increased supply of shares to the market. Consequently, the Polish stock market underperformed over the last six months. Activity With a keen eye on share price valuations, we took advantage of the sharp sell-off in the metals and mining sector during the period to invest in selected names - companies with a proven track record, experienced management, tangible growth options and a history of paying dividends. Your Company reduced the metals and mining sector to an underweight position relative to the benchmark index 1 year ago. Since then, most Emerging European miners have seen significant declines of 50% or more, which have brought share price valuations down to very attractive levels which now present an opportunity, in our view. Gold miners have been the exception to this trend as the holding in the Russian gold and silver miner Polymetal was sold when our price target was reached. Likewise the significant outperformance in Turkish and Polish banking stocks was used to reduce exposure as valuation targets were reached. We increased exposure to Energy stocks - reducing the extent of your Company's underweight position - by adding to Russian oil and gas companies with potential to benefit from more favourable tax treatment for oil producers. We remain underweight the refining sector. Exposure to Russian domestic demand growth is now mainly achieved through investments in the banking sector and health care. We have reduced your Company's exposure to the retail sector on significant outperformance as price targets were reached and also decreased the number of holdings in this sector. As highlighted in our last report, the successful free cash flow generation of Russian telecoms companies has started to become more tangible in the form of dividend payments. We continue to find Russian mobile telecoms companies attractive and have increased our exposure to this area of the market, while remaining cautious towards Turkish and Central European telecoms companies on valuation concerns. In the utility space we added to Rushydro as we believe that the prospects for this electricity generation company are brighter than generally believed in the market. We remain somewhat cautious towards the broader sector however. Outlook While Emerging European equity markets found themselves heavily affected by the nervous mood regarding the developments in the Eurozone, their respective economies fared impressively well in an environment of slowing global growth. This positive development can be traced back to healthy domestic demand, particularly in Poland, Turkey and Russia, the region's three biggest economies. In addition, the small open economies of Central Europe (Hungary, Slovakia and Czech Republic) continue to benefit from the close integration of their export sector into the German industrial value-chain. Last but not least - and in sharp contrast to much of southern developed Europe - the Emerging European economies operate under a sustainable debt environment. We believe these factors will prove to be a major advantage in generating growth and maintaining robust domestic demand dynamics in the future. On the political front, the necessity of structural reforms in Russia is generally accepted if the government is to address the development of free market policies, improved transparency and the fight against corruption. We believe that President elect Putin will embark on a policy of structural reforms that will help to unleash the high potential growth inherent in the Russian economy and underscore the Russian equity market's attractiveness on a regional and global scale. In Central Europe, the common theme of fiscal austerity provides a good dose of realpolitik and is likely to keep a lid on the growth potential in the region, the effect of which should be most pronounced in Poland, where 2011 saw real household spending rise by more than 10%. Overall, we believe that Emerging European stock markets stand out thanks to attractive share price valuations, a stable macroeconomic backdrop and superior growth potential: a combination of factors which should bode well for future performance. Baring Asset Management Limited 11 April 2012 Twenty largest equity holdings Equity portfolio The Company's twenty largest equity holdings at 31 March 2012, is set out in the following table: Holding Primary country of listing or Market value % of equity investment £000 portfolio 1 Sberbank Russia 22,475 11.0 2 Gazprom Russia 22,053 10.8 3 Lukoil Russia 18,291 9.0 Holdings 4 VTB Bank Russia 9,485 4.7 5 KGHM Polska Poland 8,896 4.4 6 Garanti Bank Turkey 8,152 4.0 7 Halk Bank Turkey 7,505 3.7 8 Mobile Russia 7,381 3.6 Telesystems 9 Novatek Russia 7,176 3.5 10 Rosneft Russia 6,883 3.3 11 MOL Hungary 5,467 2.7 12 OTP Bank Hungary 4,924 2.4 13 Uralkali Russia 4,690 2.3 14 PZU Poland 4,586 2.3 15 Tüpraş Turkey 4,531 2.2 16 Eurocash Poland 4,352 2.1 17 Surgutneftegas Russia 4,131 2.0 18 Norilsk Nickel Russia 3,400 1.7 19 PKO BP Poland 3,287 1.6 20 Novolipetsk Russia 2,635 1.3 Steel 160,300 78.6 Other holdings 43,383 21.4 Total 203,683 100.0 investments Income statement (incorporating the Revenue Account*) for the six months to 31 March 2012 (Unaudited) (Unaudited) (Audited) Six months to 31 March Six months to 31 March Year ended 30 September 2012 2011 2011 Revenue Capital Total Revenue Capital Total Revenue Capital Total Notes £000 £000 £000 £000 £000 £000 £000 £000 £000 Gains/ - 35,228 35,228 - 47,130 47,130 - (72,963) (72,963) (losses) on investments held at fair value through profit or loss Income 199 - 199 1,162 - 1,162 8,496 - 8,496 Investment (894) - (894) (1,346) - (1,346) (2,593) - (2,593) management fee VAT - - - - - - 275 53 328 recovered from HMRC on management fees Other (427) - (427) (591) - (591) (1,256) - (1,256) expenses Net return (1,122) 35,228 34,106 (775) 47,130 46,355 4,922 (72,910) (67,988) before finance costs and taxation Finance (7) - (7) (6) - (6) (13) - (13) costs Return on (1,129) 35,228 34,099 (781) 47,130 46,349 4,909 (72,910) (68,001) ordinary activities before taxation Taxation (28) - (28) (138) - (138) (1,172) - (1,172) Return (1,157) 35,228 34,071 (919) 47,130 46,211 3,737 (72,910) (69,173) attributable to ordinary shareholders Return per 7 108.89p 134.12p (203.42)p ordinary share *The total column of this statement is the profit and loss account of the Company. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period. The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies. A Statement of Total Recognised Gains and Losses is not required as all gains and losses of the Company have been reflected in the above statement. Balance sheet as at 31 March 2012 (Unaudited) (Unaudited) (Audited) At At At 31 March 31 March 30 September 2012 2011 2011 £000 £000 £000 Non current assets Investments at fair value through profit or 203,683 352,626 228,153 loss Current assets Debtors 54 236 621 Cash at bank and in hand 2,622 7,542 2,980 2,676 7,778 3,601 Current liabilities Creditors: amounts falling due within one (404) (834) (434) year Net current assets 2,272 6,944 3,167 Total net assets 205,955 359,570 231,320 Capital and reserves Called-up share capital 2,920 3,777 3,630 Share premium account 1,411 1,411 1,411 Special reserve - 14,118 1,252 Capital reserve 198,492 338,245 218,205 Redemption reserve 1,868 1,011 1,158 Revenue reserve 1,264 1,008 5,664 Total equity shareholders' funds 205,955 359,570 231,320 Net asset value per share 796.04p 1,043.86p 701.50p Reconciliation of movement in shareholders' funds Called-up Share share premium Special Capital Redemption Revenue (Unaudited) capital account reserve reserve reserve reserve Total For the six £000 £000 £000 £000 £000 £000 £000 months ended 31 March 2012 At 30 September 3,630 1,411 1,252 218,205 1,158 5,664 231,320 2011 Return for the - - - 35,228 - (1,157) 34,071 six months to 31 March 2012 Buyback of own - - (1,252) (54,241) - - (55,493) shares for cancellation Transfer to (710) - - - 710 - - capital redemption reserve Tender Offer - - - (700) - - (700) costs Dividends paid - - - - - (3,243) (3,243) Balance at 31 2,920 1,411 - 198,492 1,868 1,264 205,955 March 2012 Called-up Share share premium Special Capital Redemption Revenue (Unaudited) capital account reserve reserve reserve reserve Total For the six months £000 £000 £000 £000 £000 £000 £000 ended 31 March 2011 At 30 September 3,779 1,411 14,306 291,115 1,009 2,926 314,546 2010 Return for the six - - - 47,130 - (919) 46,211 months to 31 March 2011 Buyback of own - - (188) - - - (188) shares for cancellation Transfer to (2) - - - 2 - - capital redemption reserve Dividends paid - - - - - (999) (999) Balance at 31 3,777 1,411 14,118 338,245 1,011 1,008 359,570 March 2011 Called-up Share share premium Special Capital Redemption Revenue (Audited) capital account reserve reserve reserve reserve Total For the year £000 £000 £000 £000 £000 £000 £000 ended 30 September 2011 At 30 September 3,779 1,411 14,306 291,115 1,009 2,926 314,546 2010 Return for the - - - (72,910) - 3,737 (69,173) year to 30 September 2011 Buyback of own - - (13,054) - - - (13,054) shares for cancellation Transfer to (149) - - - 149 - - capital redemption reserve Dividends paid - - - - - (999) (999) Balance at 30 3,630 1,411 1,252 218,205 1,158 5,664 231,320 September 2011 Cashflow statement for the six months to 31 March 2012 (Unaudited) (Unaudited) (Audited) Six months Six months Year ended to 31 March to 31 March 30 September 2012 2011 2011 Notes £000 £000 £000 Operating activities Income received from investments 766 2,929 9,710 Investment management fees paid (894) (1,307) (2,565) VAT recovered (including interest - - 328 thereon) Other cash payments (457) (596) (1,262) Net cash (outflow)/inflow from 6 (585) 1,026 6,211 operating activities Servicing of finance Interest paid (7) (6) (13) Taxation Overseas tax paid (28) (138) (1,172) Financial investment Purchases of investments (74,977) (112,608) (193,474) Sales of investments 134,676 118,609 203,635 Net cash inflow from financial 59,699 6,001 10,161 investment Equity dividends paid (3,243) (999) (999) Net cash inflow before financing 55,836 5,884 14,188 Financing Buyback of ordinary shares (56,194) (188) (13,054) Net cash outflow from financing (56,194) (188) (13,054) (Decrease)/increase in cash (358) 5,696 (1,134) Notes to the half year report 1. Accounting policies These financial statements have been prepared in accordance with applicable United Kingdom Accounting Standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (issued in January 2009). The accounting policies applied to this half year report are consistent with those applied in the accounts for the year ended 30 September 2011. 2. Dividend No dividend is payable in respect of the six months to 31 March 2012. Consideration will be given to an annual dividend in respect of the year ended 30 September 2012 at a Board meeting to be held in November 2012. An announcement will be made shortly after that meeting. 3. Comparative information The figures and financial information for the year ended 30 September 2011 are an extract from the latest published accounts and do not constitute statutory accounts. Full accounts for that period have been delivered to the Registrar of Companies and included the report of the auditors which was unqualified and did not contain a statement under Section 498 of the Companies Act 2006. The half year report for the six months ended 31 March 2012 and for the six months ended 31 March 2011 have been neither audited nor reviewed by the auditors. 4. Shares in issue As at 31 March 2012 there were 25,872,543 ordinary shares of 10p each in issue (30 September 2011: 32,975,110 and 31 March 2011: 34,446,110) which excludes 3,318,207 ordinary shares held in treasury (30 September 2011: 3,318,207 and 31 March 2011: 3,318,207) and treated as not being in issue when calculating the net asset value per share. Shares held in treasury are non-voting and not eligible for receipt of dividends. During the period 7,102,567 ordinary shares were bought back to be cancelled at a cost of £56,194,000. A further 120,000 ordinary shares were bought back to be cancelled at a cost of £843,200 since 31 March 2012 to the date of this report. 5. Taxation The taxation charge of £28,000 (30 September 2011: £1,172,000; and 31 March 2011: £138,000) relates to irrecoverable overseas taxation. 6. Reconciliation of total return on ordinary activities before finance costs and taxation to net cash inflow/(outflow) from operating activities (Unaudited) (Unaudited) (Audited) Six months Six months Year ended ended ended 31 March 31 March 30 September 2012 2011 2011 £000 £000 £000 Net revenue return before finance costs and 34,106 46,355 (67,988) taxation Net capital return before finance costs and (35,228) (47,130) 72,910 taxation Decrease in accrued income 567 1,767 1,272 (Decrease)/increase in sundry creditors (30) 51 (36) Increase in sundry debtors - (17) - VAT recovered from HMRC capitalised - - 53 Net cash (outflow)/inflow from operating (585) 1,026 6,211 activities 7. Return per ordinary share The total return per ordinary share is based on the return on ordinary activities after taxation of £34,071,000 (six months ended 31 March 2011: £ 46,211,000; and year ended 30 September 2011: £(69,173,000)) and on a weighted average of 31,287,414 ordinary shares in issue during the six months ended 31 March 2012 (six months ended 31 March 2011: weighted average of 34,454,077 ordinary shares in issue; and year ended 30 September 2011: weighted average of 34,004,143 ordinary shares in issue). Interim management report The Company is required to make the following disclosures in its half year report: Principal risks and uncertainties The Board believes that the principal risks and uncertainties faced by the Company continue to fall under the following broad categories: • Investment strategy. • Accounting, legal and regulatory. • Loss of investment team or investment manager. • Discount. • Corporate governance and shareholder relations. • Operational. • Financial. • Future developments. Information of each of these is given in the Report of the Directors in the Annual Report for the year ended 30 September 2011. Related party transactions The Investment Manager is regarded as a related party and details of the management fee payable during the six months ended 31 March 2012 is shown in the Income Statement on pages 8 and 9. There have been no other related party transactions during the six months ended 31 March 2012. Directors' responsibility statement The Directors are responsible for preparing the half-yearly financial report, in accordance with applicable law and regulations. The Directors confirm that, to the best of their knowledge: • The condensed set of financial statements within the half-yearly financial report has been prepared in accordance with the Accounting Standards Board's statement "Half-Yearly Financial Reports"; and • The Interim Management Report includes a fair review of the information required by 4.2.7R (indication of important events during the first six months of the year) and 4.2.8R (disclosure of related party transactions and changes therein) of the FSA's Disclosure and Transparency Rules. For and on behalf of the Board Steven Bates Chairman 3 May 2012 Directors and officers Directors Steven Bates, Chairman Josephine Dixon Saul Estrin Jonathan Woollett Ivo Coulson Secretary M. J. Nokes, F.C.A. Registered office 155 Bishopsgate London EC2M 3XY Company number 4560726 Investment Manager Baring Asset Management Limited 155 Bishopsgate London EC2M 3XY Telephone: 020 7628 6000 Facsimile: 020 7638 7928 Auditor KPMG Audit Plc 15 Canada Square London E14 5GL Custodian State Street Bank & Trust Company Limited 20 Churchill Place Canary Wharf London E14 5HJ Administrator Northern Trust Global Services Limited 50 Bank Street Canary Wharf London E14 5NT Telephone: 0207 982 2000 Registrars and transfer office Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Telephone: 0871 664 0300 (calls cost 10p per minute plus network extras) Overseas: +44 208 639 3399 Email: ssd@capitaregistrars.com Website www.bee-plc.com ISA & Savings Scheme The Company's shares can be purchased through the Baring Emerging Europe ISA & Savings Scheme which provides a simple and cost-effective method for investing either lump sums or on a regular basis. The Baring Emerging Europe ISA investment limits are: Minimum Maximum Investment Limits Investment Limits Regular investment £250 £940 per month per month Lump sum investment £3,000 £11,280 (Additional lump sum top-ups of £1,000) per annum The Baring Emerging Europe Savings Scheme has a minimum regular investment of £50 per month or a minimum lump sum investment of £250. Further information For further information on the ISA & Savings Scheme, please write to: Baring Asset Management Limited c/o NTGS 50 Bank Street London E14 5NT Telephone: 0845 082 2479 Alternatively information can be obtained from the Company's website: www.bee-plc.com Please remember that the value of an investment and the income from it can fall as well as rise as a result of market and currency fluctuations and you may not get back the amount originally invested. Past performance is not a guarantee of future performance. Baring Asset Management Limited, the Manager of the Baring Emerging Europe ISA & Savings Scheme, is authorised and regulated by the Financial Services Authority. Share Price The ordinary share price of the Company is quoted in the Financial Timesunder the heading "Investment Companies" in the "London Share Service" section.
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